CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21869
Highland Credit Strategies Fund
(Exact name of registrant as specified in charter)
NexBank Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(Address of principal executive offices) (Zip code)
R. Joseph Dougherty
Highland Capital Management, L.P.
NexBank Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(Name and address of agent for service)
Registrants telephone number, including area code: (877) 665-1287
Date of fiscal year end: December 31
Date of reporting period: June 30, 2010
Form N-CSR is to be used by management investment companies to file reports with the Commission not
later than 10 days after the transmission to stockholders of any report that is required to be
transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR
270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission
will make this information public. A registrant is not required to respond to the collection of
information contained in Form N-CSR unless the Form displays a currently valid Office of Management
and Budget (OMB) control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the burden to Secretary,
Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed
this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
Highland Credit Strategies Fund
Semi-Annual Report
June 30, 2010
Highland Credit Strategies Fund
TABLE OF CONTENTS
Fund Profile
1
Financial Statements
2
Investment Portfolio
3
Statement of Assets and Liabilities
10
Statement of Operations
11
Statements of Changes in Net Assets
12
Statement of Cash Flows
13
Financial Highlights
14
Notes to Financial Statements
15
Additional Information
25
Important Information About This Report
27
Economic and market conditions change frequently.
There is no assurance that the trends described in this report will continue or commence.
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following sources:
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Account history, including information about the transactions and balances in your
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Disclosure of Information. We may share the information we collect with our affiliates. We may
also disclose this information as otherwise permitted by law. We do not sell your personal
information to third parties for their independent use.
Confidentiality and Security of Information. We restrict access to nonpublic personal
information about you to our employees and agents who need to know such information to provide
products or services to you. We maintain physical, electronic and procedural safeguards that comply
with federal standards to guard your nonpublic personal information, although you should be aware
that data protection cannot be guaranteed.
FUND PROFILE (unaudited)
Highland Credit Strategies Fund
Objective
The Highland Credit Strategies Fund (the Fund) seeks to provide both current income
and capital appreciation.
Total Net Assets of Common Shares as of June 30, 2010
$464.9 million
Portfolio Data as of June 30, 2010
The information below provides a snapshot of the Fund at the end of the reporting
period. The Fund is actively managed and the composition of its portfolio will change over
time.
Quality Breakdown as of 06/30/10 (%)*
A
0.6
BBB
5.7
BB
7.3
B
33.7
CCC
15.9
CC
1.1
C
1.2
D
1.2
NR
33.3
Top 5 Sectors as of 06/30/10 (%)*
Healthcare
20.2
Financial
7.8
Broadcasting
7.4
Diversified Media
6.7
Gaming/Leisure
5.2
Top 10 Holdings as of 06/30/10 (%)*
Genesys Ventures IA, LP (Common Stocks)
6.8
ComCorp Broadcasting, Inc. (US Senior Loans)
4.9
Celtic Pharma Phinco B.V (Corporate Notes and Bonds)
Azithromycin Royalty Sub LLC (Corporate Notes and Bonds)
1.9
Broadstripe, LLC (US Senior Loans)
1.7
Lake at Las Vegas Joint Venture (US Senior Loans)
1.6
LifeCare Holdings (US Senior Loans)
1.5
CDW Corp. (US Senior Loans)
1.4
*
Quality is calculated as a percentage of total senior loans, asset-backed securities,
notes and bonds. Sectors and holdings are calculated as a percentage of total assets.
Semi-Annual Report | 1
FINANCIAL STATEMENTS
June 30, 2010
Highland Credit Strategies Fund
A guide to understanding the Funds financial statements
Investment Portfolio
The Investment Portfolio details all of the Funds holdings and their value
as of the last day of the reporting period. Portfolio holdings are organized
by
type of asset and industry to demonstrate areas of concentration and diversification.
Statement of Assets and Liabilities
This statement details the Funds assets, liabilities, net assets and common
share price as of the last day of the reporting period. Net assets are calculated by subtracting all the Funds
liabilities (including any unpaid expenses)
from the total of the Funds investment and non-investment assets. The net
asset value per common share is calculated by dividing net assets by the
number of common shares outstanding as of the last day of the reporting
period.
Statement of Operations
This statement reports income earned by the Fund and the expenses accrued
by the Fund during the reporting period. The Statement of Operations also
shows any net gain or loss the Fund realized on the sales of its holdings
during the period as well as any unrealized gains or losses recognized over
the period. The total of these results represents the Funds net increase or
decrease in net assets from operations applicable to common shareholders.
Statements of Changes in Net Assets
These statements detail how the Funds net assets were affected by its operating
results, distributions to common shareholders and shareholder transactions from common shares
(e.g., subscriptions, redemptions and distribution
reinvestments) during the reporting period. The Statements of Changes in
Net Assets also detail changes in the number of common shares outstanding.
Statement of Cash Flows
This statement reports net cash and foreign currency provided or used by
operating, investing and financing activities and the net effect of those
flows
on cash and foreign currency during the period.
Financial Highlights
The Financial Highlights demonstrate how the Funds net asset value per
common share was affected by the Funds operating results. The Financial
Highlights also disclose the performance and certain key ratios (e.g., net
expenses and net investment income as a percentage of average net assets).
Notes to Financial Statements
These notes disclose the organizational background of the Fund, its significant
accounting policies (including those surrounding security valuation,
income recognition and distributions to shareholders), federal tax information,
fees and compensation paid to affiliates and significant risks and
contingencies.
2 | Semi-Annual Report
INVESTMENT PORTFOLIO
As of June 30, 2010 (unaudited)
Highland Credit Strategies Fund
Principal Amount ($)
Value ($)
US Senior Loans (a) 74.6%
AEROSPACE 4.1%
1,483,176
AWAS Capital, Inc.
Second Lien Priority Term Facility,
6.56%, 03/25/13
1,212,496
1,989,744
Delta Air Lines, Inc.
Second Lien Term Loan,
3.55%, 04/30/14
1,782,999
1,985,000
Term Loan,
8.75%, 09/27/13
1,999,064
5,227,544
Term Loan Equipment Notes,
4.03%, 09/29/12
4,757,065
252,552
Hawker Beechcraft Acquisition Co. LLC
Letter of Credit Facility Deposit,
2.53%, 03/26/14 (b)
204,918
4,235,292
Term Loan,
2.40%, 03/26/14 (b)
3,436,472
2,209,671
IAP Worldwide Services, Inc.
Second Lien Term Loan,
12.50%, 06/28/13
1,938,987
4,931,507
US Airways Group, Inc.
Term Loan, 2.81%, 03/21/14
3,936,403
19,268,404
BROADCASTING 9.6%
3,584,549
ComCorp Broadcasting, Inc.
Revolving Loan,
9.00%, 10/03/12 (c) (d)
3,066,582
35,860,392
Term Loan,
9.00%, 04/03/13 (c) (d)
30,678,565
4,696,867
Cumulus Media, Inc.
Replacement Term Loan,
4.35%, 06/11/14
4,274,149
3,810,104
Entercom Radio LLC
Term A Loan, 1.51%, 06/29/12
3,562,447
2,981,074
Univision Communications, Inc.
Initial Term Loan, 2.60%,
09/29/14
2,493,340
490,186
Young Broadcasting, Inc., PIK
Term Loan, 8.00%, 06/30/15 (d)
Coleto Creek Power, LP
First Lien Synthetic Letter of Credit,
3.28%, 06/28/13
10,189
147,072
First Lien Term Loan,
3.24%, 06/28/13
132,475
4,800,000
Second Lien Term Loan,
4.35%, 06/28/13
3,873,600
5,140,469
Entegra TC LLC
Third Lien Term Loan, PIK,
6.53%, 10/19/15
2,585,656
2,202,643
GBGH, LLC
First Lien Term Loan,
4.00%, 06/09/13 (d)
1,795,374
748,863
Second Lien Term Loan, PIK,
12.00%, 06/09/14 (d) (g)
2,625,000
New Development Holdings, LLC
Term Loan, 07/03/17 (b)
2,603,672
8,826,471
Texas Competitive Electric
Holdings Co., LLC
Initial Tranche B-2 Term Loan,
3.98%, 10/10/14
6,556,965
17,557,931
Total US
Senior Loans (Cost $531,216,996)
346,997,566
See accompanying Notes to Financial Statements. | 5
INVESTMENT PORTFOLIO (continued)
As of June 30, 2010 (unaudited)
Highland Credit Strategies Fund
Principal Amount
Value ($)
Foreign Denominated Senior Loans (a) 3.1%
AUSTRALIA 3.0%
AUD
17,870,278
SMG H5 Pty., Ltd.
Facility A Term Loan,
7.12%, 12/24/12
13,848,898
GERMANY 0.1%
EUR
625,000
CBR Fashion Gmbh
Second Lien Facility, 10/19/16 (b)
492,188
Total Foreign Denominated
Senior Loans
(Cost $15,008,402)
14,341,086
Principal Amount ($)
US Asset-Backed Securities (h) 7.5%
2,000,000
AB CLO, Ltd.
Series 2007-1A, Class C, 2.15%,
04/15/21 (d) (i)
991,194
4,000,000
ACA CLO, Ltd.
Series 2006-2A, Class B,
1.03%, 01/20/21 (i)
2,360,000
2,000,000
Series 2007-1A, Class D,
2.65%, 06/15/22 (i)
910,000
1,000,000
Babson CLO, Ltd.
Series 2007-2A, Class D,
2.00%, 04/15/21 (i)
525,000
1,000,000
Bluemountain CLO, Ltd.
Series 2007-3A, Class D, 1.94%,
03/17/21 (d) (i)
489,926
2,000,000
Cent CDO, Ltd.
Series 2007-15A, Class C, 2.79%,
03/11/21 (i)
993,140
2,000,000
Columbus Nova CLO, Ltd.
Series 2007- 1A, Class D, 1.79%,
05/16/19 (i)
1,030,000
1,000,000
Commercial Industrial Finance Corp.
Series 2006-1BA, Class B2L,
4.54%, 12/22/20
450,000
962,970
Series 2006-2A, Class B2L,
4.54%, 03/01/21 (i)
377,484
2,500,000
Cornerstone CLO, Ltd.
Series 2007-1A, Class C,
2.70%, 07/15/21 (i)
1,381,250
4,000,000
Goldman Sachs Asset Management
CLO PLC
Series 2007-1A, Class D,
3.09%, 08/01/22 (i)
2,060,000
847,661
Series 2007-1A, Class E,
5.34%, 08/02/22 (i)
415,354
1,000,000
Greywolf CLO, Ltd
Series 2007-1A, Class D,
1.95%, 02/18/21 (i)
482,500
814,466
Series 2007-1A, Class E,
4.40%, 02/18/21 (i)
415,378
3,000,000
GSC Partners CDO Fund, Ltd.
Series 2007-8A, Class C,
1.78%, 04/17/21 (i)
1,049,670
1,000,000
Gulf Stream Sextant CLO, Ltd.
Series 2007-1A, Class D,
2.94%, 06/17/21 (i)
480,000
Hillmark Funding
Principal Amount ($)
Value ($)
US Asset-Backed Securities (continued)
2,000,000
Series 2006-1A, Class C,
2.18%, 05/21/21 (i)
1,050,000
612,103
Series 2006-1A, Class D,
4.08%, 05/21/21 (i)
250,962
1,000,000
Inwood Park CDO, Ltd.
Series 2006-1A, Class C,
1.01%, 01/20/21 (i)
780,000
1,000,000
Series 2006-1A, Class D,
1.71%, 01/20/21 (i)
697,500
2,000,000
Limerock CLO
Series 2007-1A, Class D,
3.67%, 04/24/23 (i)
600,000
2,000,000
Madison Park Funding Ltd.
Series 2007-5A, Class C,
1.96%, 02/26/21 (i)
917,820
1,500,000
Series 2007-5A, Class D,
4.01%, 02/26/21 (i)
678,720
1,000,000
Marquette US/European CLO, PLC
Series 2006-1A, Class D1,
2.05%, 07/15/20 (i)
437,500
835,038
Navigator CDO, Ltd.
Series 2006-2A, Class D,
4.04%, 09/20/20 (i)
313,636
1,000,000
Ocean Trails CLO
Series 2006-1A, Class D,
4.04%, 10/12/20 (i)
430,000
2,500,000
Series 2007-2A, Class C,
2.65%, 06/27/22 (i)
1,250,000
1,000,000
PPM Grayhawk CLO, Ltd.
Series 2007-1A, Class C,
1.70%, 04/18/21 (i)
477,030
826,734
Series 2007-1A, Class D,
3.90%, 04/18/21 (i)
379,000
5,000,000
Primus CLO, Ltd.
Series 2007-2A, Class D,
2.70%, 07/15/21 (i)
2,750,000
1,889,756
Series 2007-2A, Class E,
5.05%, 07/15/21 (i)
793,697
4,000,000
Rampart CLO, Ltd.
Series 2006-1A, Class C,
1.75%, 04/18/21 (i)
2,038,860
2,287,217
St. James River CLO, Ltd.
Series 2007-1A, Class E,
4.84%, 06/11/21 (i)
1,029,248
1,200,000
Stanfield Daytona CLO, Ltd.
Series 2007-1A, Class B1L,
1.67%, 04/27/21 (i)
600,000
4,000,000
Stanfield McLaren CLO, Ltd.
Series 2007-1A, Class B1L,
2.94%, 02/27/21 (i)
2,160,000
2,000,000
Stone Tower CLO, Ltd.
Series 2007-6A, Class C,
1.65%, 04/17/21 (i)
1,010,000
2,000,000
Venture CDO, Ltd.
Series 2007-9A, Class D,
4.44%, 10/12/21 (i)
1,182,500
1,000,000
Westbrook CLO, Ltd.
Series 2006-1A, Class D,
2.24%, 12/20/20 (i)
550,000
Total US Asset-Backed Securities
(Cost $49,007,593)
34,787,369
6 | See accompanying Notes to Financial Statements.
INVESTMENT PORTFOLIO (continued)
As of June 30, 2010 (unaudited)
Highland Credit Strategies Fund
Principal Amount
Value ($)
Foreign Asset-Backed Securities (h) 0.5%
IRELAND 0.5%
EUR
2,000,000
Static Loan Funding
Series 2007-1X, Class D,
5.47%, 07/31/17 (i)
1,298,399
2,000,000
Series 2007-1X, Class E,
7.97%, 07/31/17 (i)
1,151,411
Total Foreign Asset-Backed
Securities
(Cost $5,680,959)
2,449,810
Principal Amount ($)
Corporate Notes and Bonds 23.0%
AEROSPACE 0.6%
Delta Air Lines, Inc.
5,000,000
06/30/23 (f)
108,750
7,000,000
12/15/29 (f)
166,250
1,000,000
9.50%, 09/15/14 (i)
1,055,000
Northwest Airlines Corp.
2,500,000
12/30/27 (f)
9,500
Northwest Airlines, Inc.
1,468,977
9.06%, 05/20/12
1,461,632
2,801,132
CHEMICALS 2.2%
Berry Plastics Holding Corp.
3,000,000
8.88%, 09/15/14
2,902,500
Lyondell Chemical Co.
6,856,412
11.00%, 05/01/18
7,387,784
10,290,284
DIVERSIFIED MEDIA 1.3%
Baker & Taylor, Inc.
8,300,000
11.50%, 07/01/13 (i)
6,121,250
FOOD AND DRUG 0.9%
Rite Aid Corp.
4,000,000
10.38%, 07/15/16
4,055,000
FOREST PRODUCTS/CONTAINERS 0.0%
NewPage Holding Corp., PIK
354,466
7.53%, 11/01/13 (h)
78,426
GAMING/LEISURE 0.4%
MGM Mirage, Inc.
2,000,000
6.75%, 04/01/13
1,795,000
HEALTHCARE 15.0%
Argatroban Royalty Sub LLC
5,192,520
18.50%, 09/21/14 (i)
4,777,118
Azithromycin Royalty Sub LLC
15,000,000
16.00%, 05/15/19 (i)
12,000,000
Celtic Pharma Phinco B.V., PIK
57,089,600
17.00%, 06/15/12 (i)
30,257,488
Cinacalcet Royalty Sub LLC
131,949
8.00%, 03/30/17 (i)
142,327
Dfine, Inc.
2,238,810
6.00%, 06/30/10 (d)
2,238,810
Principal Amount ($)
Value ($)
HEALTHCARE (continued)
Fosamprenavir Pharma
3,472,383
15.50%, 06/15/18 (i)
3,298,764
Molecular Insight Pharmaceuticals,
Inc.
4,120,575
11/16/12 (f) (h) (i)
1,442,201
Pharma IV (Eszopiclone)
1,923,847
12.00%, 06/30/14 (i)
1,519,839
Pharma V (Duloxetine)
400,000
13.00%, 10/15/13 (i)
384,000
TCD Pharma
15,500,000
16.00%, 04/15/24 (i)
13,640,000
69,700,547
INFORMATION TECHNOLOGY 1.2%
Freescale Semiconductor, Inc.
5,000,000
10.13%, 03/15/18 (i) (j)
5,125,000
New Holding, Inc.
477,689
03/12/13 (d) (f)
173,401
5,298,401
METALS/MINERALS 0.6%
Appleton Papers, Inc.
3,000,000
10.50%, 06/15/15 (i)
2,850,000
RETAIL 0.1%
Burlington Coat Factory Warehouse
Corp.
500,000
11.13%, 04/15/14
520,000
TELECOMMUNICATIONS 0.2%
Insight Communications Co., Inc.
1,000,000
9.38%, 07/15/18 (i)
1,000,000
TRANSPORTATION AUTOMOTIVE 0.1%
DPH Holdings Corp.
3,750,000
05/01/11 (f)
93,750
3,933,000
06/15/11 (f)
98,325
8,334,000
05/01/29 (f) (j)
208,350
400,425
UTILITY 0.4%
Kiowa Power
2,000,000
5.74%, 03/30/21 (i)
2,031,378
Total Corporate Notes and Bonds
(Cost $146,356,620)
106,941,843
Claims (k) 0.1%
FINANCIAL 0.1%
Lehman Brothers Holdings, Inc.
1,198,046
Trade Claims LBSF
507,169
RETAIL 0.0%
Home Interiors & Gifts, Inc.
6,933,961
Proof of Claims (d)
11,788
Total Claims
(Cost $5,595,198)
518,957
See accompanying Notes to Financial Statements. | 7
INVESTMENT PORTFOLIO (continued)
As of June 30, 2010 (unaudited)
Highland Credit Strategies Fund
Shares
Value ($)
Common Stocks (k) 11.5%
AEROSPACE 0.0%
3,354
Delta Air Lines, Inc.
39,410
BROADCASTING 0.4%
2,010,616
Communications Corp. of
America (c) (d)
18,000
Gray Television, Inc., Class A
43,110
790
Young Broadcasting, Inc. (d)
1,598,802
1,641,912
CHEMICALS 0.2%
33,969
Lyondell Chemical Co., Class A
563,461
31,131
Lyondell Chemical Co., Class B
516,385
1,079,846
DIVERSIFIED MEDIA 0.1%
46,601
American Banknote Corp. (d)
410,555
HEALTHCARE 9.1%
24,000,000
Genesys Ventures IA, LP (c) (d)
42,480,000
INFORMATION TECHNOLOGY 0.0%
385,679
Magnachip Semiconductor (d) (j)
96,420
9,342
New Holding, Inc. (d)
96,420
METALS/MINERALS 0.3%
7,579
Euramax International, Inc. (d)
1,315,790
RETAIL 0.2%
105,092
Sally Beauty Holdings, Inc. (j)
861,754
SERVICE 0.3%
200,964
Safety-Kleen Systems, Inc. (d)
1,467,040
TRANSPORTATION LAND TRANSPORTATION 0.1%
18,022
SIRVA Worldwide, Inc. (d)
337,372
UTILITY 0.0%
81,194
Entegra TC LLC
36,537
4,365
GBGH LLC (d)
36,537
WIRELESS COMMUNICATIONS 0.8%
2,260,529
ICO Global Communications
Holding Ltd. (j)
3,639,452
Total Common Stocks
(Cost $73,583,547)
53,406,088
Preferred Stocks (k) 0.9%
1,000,000
Adelphia Recovery Trust
5,000
2,150,537
Dfine, Inc., Series D (d)
4,322,579
Total Preferred Stocks
(Cost $10,934,997)
4,327,579
Units
Value ($)
Warrants (k) 0.2%
20,000
Clearwire Corp.,
expires 08/15/10 (d)
200
1,271
GBGH LLC, expires 06/09/14 (d)
49,317
IAP Worldwide Services, Inc.,
Series A, expires 06/12/15
14,444
IAP Worldwide Services, Inc.,
Series B, expires 06/12/15
7,312
IAP Worldwide Services, Inc.,
Series C, expires 06/12/15
643,777
Microvision, Inc., expires 07/23/13
643,777
28
Young Broadcasting, Inc.,
expires 12/24/24 (d)
56,666
Total Warrants
(Cost $56,118)
700,643
Total Investments 121.4%
(Cost of $837,440,430) (l)
564,470,941
Other Assets & Liabilities, Net (21.4)%
(99,602,035
)
Net Assets applicable to Common
Shareholders 100.0%
$
464,868,906
(a)
Senior loans (also called bank loans, leveraged loans, or floating rate loans) in which
the Fund invests, generally pay interest at rates which are periodically determined by
reference to a base lending rate plus a spread. (Unless otherwise identified by footnote (g),
all senior loans carry a variable rate interest.) These base lending rates are generally (i)
the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered
by one or more European banks such as the London Interbank Offered Rate (LIBOR) or (iii) the
Certificate of Deposit rate. Rate shown represents the weighted average rate at June 30, 2010.
Senior loans, while exempt from registration under the Securities Act of 1933 (the 1933
Act), contain certain restrictions on resale and cannot be sold publicly. Senior secured
floating rate loans often require prepayments from excess cash flow or permit the borrower to
repay at its election. The degree to which borrowers repay, whether a contractual requirement
or at their election, cannot be predicted with accuracy. As a result, the actual maturity may
be substantially less than the stated maturity shown.
(b)
All or a portion of this position has not settled. Full contract rates do not take effect
until settlement date.
(c)
Affiliated issuers. See Note 12.
(d)
Represents fair value as determined by the Funds Board of Trustees (the Board) or its
designee in good faith, pursuant to the policies and procedures approved by the Board.
Securities with a total aggregate market value of $111,733,032, or 24.0% of net assets, were
fair valued under the Funds valuation procedures as of June 30, 2010.
(e)
Senior Loan assets have additional unfunded loan commitments. See Note 11.
(f)
The issuer is in default of its payment obligation. Income is not being accrued.
(g)
Fixed rate senior loan.
(h)
Floating rate asset. The interest rate shown reflects the rate in effect at June 30, 2010.
(i)
Securities exempt from registration under Rule 144A of the 1933
Act. These securities may only be resold, in transactions exempt from registration, to
qualified institutional buyers. At June 30, 2010, these securities amounted to $122,431,544 or
26.3% of net assets.
(j)
Securities (or a portion of securities) on loan. See Note 10.
(k)
Non-income producing security.
(l)
Cost for U.S. federal income tax purposes is $837,440,430.
8 | See accompanying Notes to Financial Statements.
INVESTMENT PORTFOLIO (continued)
As of June 30, 2010 (unaudited)
Highland Credit Strategies Fund
AUD
Australian Dollar
EUR
Euro Currency
GBP
Great Britain Pound
CDO
Collateralized Debt Obligation
CLO
Collateralized Loan Obligation
DIP
Debtor-in-Possession
PIK
Payment-in-Kind
Foreign Denominated Senior Loans &
Asset Backed Securities
Industry Concentration Table:
(% of Net Assets)
Diversified Media
3.0
%
Financial
0.5
%
Retail
0.1
%
Total
3.6
%
Forward foreign currency contracts outstanding as of June 30, 2010
were as follows:
Principal
Net
Contracts
Amount
Unrealized
to Buy or
Covered by
Appreciation/
to Sell
Currency
Contracts
Expiration
(Depreciation)*
Sell
EUR
2,750,000
11/12/10
$
82,539
Sell
GBP
824,800
08/04/10
82,985
Sell
GBP
1,960,000
11/12/10
(65,200
)
$
100,324
*
The primary risk exposure is foreign exchange contracts.
See Notes to Financial Statements.
See accompanying Notes to Financial Statements. | 9
STATEMENT OF ASSETS AND LIABILITIES
As of June 30, 2010 (unaudited)
Highland Credit Strategies Fund
($)
Assets:
Unaffiliated issuers, at value (cost $762,829,366)
488,245,794
Affiliated issuers, at value (cost $74,611,064) (Note 12)
76,225,147
Total investments, at value (cost $837,440,430)
564,470,941
Cash and foreign currency *
44,023,560
Cash held as collateral for securities loaned (Note 10)
6,704,422
Net unrealized appreciation on forward foreign currency contracts
165,524
Receivable for:
Investments sold
5,352,309
Dividends and interest receivable
6,436,843
Other assets
45,981
Total assets
627,199,580
Liabilities:
Notes payable (Note 8)
120,000,000
Net unrealized depreciation on forward foreign currency contracts
65,200
Net discount and unrealized depreciation on unfunded transactions (Note 11)
3,486,469
Payable upon receipt of securities loaned (Note 10)
6,704,422
Payables for:
Distributions
248,029
Investments purchased
29,969,871
Investment advisory fee payable (Note 4)
419,848
Administration fee (Note 4)
64,395
Trustees fees (Note 4)
37,710
Interest expense (Note 8)
684,000
Accrued expenses and other liabilities
650,730
Total liabilities
162,330,674
Net Assets Applicable To Common Shares
464,868,906
Composition of Net Assets:
Par value of common shares (Note 1)
63,767
Paid-in capital in excess of par value of common shares
1,156,648,729
Undistributed net investment income
7,089,375
Accumulated net realized gain/(loss) from investments, short positions and foreign
currency transactions
(424,535,672
)
Net unrealized appreciation/(depreciation) on investments, unfunded transactions, forward foreign
currency contracts and translation of assets and liabilities denominated in foreign currency
(274,397,293
)
Net Assets Applicable to Common Shares
464,868,906
Common Shares
Net assets
464,868,906
Shares outstanding (unlimited authorization)
63,766,599
Net asset value per share (Net assets/shares outstanding)
729
*
Includes foreign currency held at value of $(83,056), with a cost of $(123,249).
10 | See accompanying Notes to Financial Statements.
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2010 (unaudited)
Highland Credit Strategies Fund
($)
Investment Income:
Interest from unaffiliated issuers
23,190,706
Interest from affiliated issuers (Note 12)
4,055,552
Securities lending income (Note 10)
11,910
Total investment income
27,258,168
Expenses:
Investment advisory fees (Note 4)
2,941,404
Administration fees (Note 4)
588,281
Accounting service fees
173,427
Transfer agent fee
35,268
Trustees fees (Note 4)
75,149
Custodian fees
41,819
Registration fees
26,104
Reports to shareholders
86,236
Audit fees
59,761
Legal fees
744,580
Insurance expense
72,101
Interest expense (Notes 7 and 8)
1,939,749
Commitment fee expense (Note 7)
1,231,645
Other expenses
253,673
Total operating expenses
8,269,197
Fees and expenses waived or reimbursed by Investment Adviser (Note 4)
(610,949
)
Net operating expenses
7,658,248
Dividends paid on securities sold short
7,147
Net expenses
7,665,395
Net investment income
19,592,773
Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized gain/(loss) on investments from unaffiliated issuers
(13,015,402
)
Net realized gain/(loss) on short positions
(454,901
)
Net realized gain/(loss) on forward foreign currency contracts (1)
307,304
Net realized gain/(loss) on foreign currency transactions
700,620
Net change in unrealized appreciation/(depreciation) on investments
16,501,003
Net change in unrealized appreciation/(depreciation) on unfunded transactions (Note 11)
2,373,054
Net change in unrealized appreciation/(depreciation) on short positions
(6,358
)
Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts (1)
(181,571
)
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities
denominated in foreign currency
(151,040
)
Net realized and unrealized gain/(loss) on investments
6,072,709
Net increase in net assets from operations
25,665,482
(1)
The primary risk exposure is foreign exchange contracts (See Notes 2 and 14).
See accompanying Notes to Financial Statements. | 11
STATEMENTS OF CHANGES IN NET ASSETS
Highland Credit Strategies Fund
Six Months
Ended
June 30, 2010
Year Ended
(unaudited)
December 31, 2009
($)
($)
From Operations
Net investment income
19,592,773
43,692,790
Net realized gain/(loss) on investments, short positions and foreign
currency transactions
(12,462,379
)
(154,308,748
)
Net change in unrealized appreciation/(depreciation) on investments,
unfunded transactions, short positions, forward foreign currency contracts,
senior loan based derivatives and translation of assets and liabilities
denominated in foreign currency
18,535,088
202,978,979
(a)
Net change in net assets from operations
25,665,482
92,363,021
Distributions Declared to Common Shareholders
From net investment income
(20,074,172
)
(46,162,639
)
Total distributions declared to common shareholders
(20,074,172
)
(46,162,639
)
Share Transactions from Common Shares
Subscriptions from reorganization (Notes 1 and 15)
51,353,210
Distributions reinvested
513,751
Redemptions from reorganization (Notes 1 and 15)
(252
)(b)
Net increase from share transactions from common shares
513,751
51,352,958
Total increase in net assets from common shares
6,105,061
97,553,340
Net Assets Applicable to Common Shares
Beginning of period
458,763,845
361,210,505
End of period (including undistributed net investment income of $7,089,375 and
$7,570,774, respectively)
464,868,906
458,763,845
Change in Common Shares
Subscriptions from reorganization
8,173,278
Issued for distributions reinvested
67,170
Redemptions from reorganization
(39
)(b)
Net increase in common shares
67,170
8,173,239
(a)
Does not include unrealized depreciation of $86,923,196 in connection with the
reorganization of Highland Distressed Opportunities, Inc. into the Fund on June 12, 2009
(the Reorganization). (See Notes 1 and 15).
(b)
Fractional shares in the Reorganization were redeemed. Only whole shares were issued.
12 | See accompanying Notes to Financial Statements.
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2010 (unaudited)
Highland Credit Strategies Fund
($)
Cash Flows Provided by Operating Activities
Net investment income
19,592,773
Adjustments to Reconcile Net Investment Income to Net Cash and Foreign Currency
Provided by Operating Activities
Purchase of investment securities
(221,680,249
)
Proceeds from disposition of investment securities
241,215,778
Proceeds from disposition of securities sold short
(1,632,973
)
Increase in receivable for investments sold
(786,229
)
Decrease in interest and fees receivable
1,439,701
Decrease in restricted cash
1,250,615
Increase in receivable for securities lending
(5,950,659
)
Decrease in other assets
1,282,114
Net amortization/(accretion) of premium/(discount)
(3,101,632
)
Effect of exchange rate changes on cash
856,884
Increase in payable for investments purchased
6,744,794
Increase in payables to related parties
9,120
Increase in interest payable
553,990
Increase in payable upon receipt of securities loaned
5,950,659
Increase in other expenses and liabilities
94,181
Net cash and foreign currency provided by operating activities
45,838,867
Cash Flows Used by Financing Activities
Decrease in notes payable (Note 7)
(112,000,000
)
Increase in notes payable (Note 8)
120,000,000
Distributions paid in cash
(19,312,392
)
Net cash flow used by financing activities
(11,312,392
)
Net increase in cash and foreign currency
34,526,475
Cash and Foreign Currency
Beginning of the period
9,497,085
End of the period
44,023,560
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
1,385,759
See accompanying Notes to Financial Statements. | 13
FINANCIAL HIGHLIGHTS
Highland Credit Strategies Fund
Selected data for a share outstanding throughout each period is as follows:
For the Six
For the
For the
For the
For the
Months Ended
Year Ended
Year Ended
Year Ended
Period Ended
6/30/2010
December 31,
December 31,
December 31,
December 31,
Common Shares Per Share Operating Performance:
(unaudited)
2009
2008
2007
2006(a)
Net Asset Value, Beginning of Year
$
7.20
$
6.51
$
17.99
$
20.08
$
19.06
Income from Investment Operations:
Net investment income
0.31
0.74
1.35
1.71
0.71
Net realized and unrealized gain/(loss) on
investments
0.10
0.74
(9.79
)
(1.85
)
0.91
Total from investment operations
0.41
1.48
(8.44
)
(0.14
)
1.62
Less Distributions Declared to Common Shareholders:
From net investment income
(0.32
)
(0.79
)
(1.46
)
(1.65
)
(0.60
)
From net realized gains
(0.26
)
(0.30
)
Total distributions declared to common
shareholders
(0.32
)
(0.79
)
(1.72
)
(1.95
)
(0.60
)
Dilutive impact of rights offering
(1.32
)
Net Asset Value, End of Period
$
7.29
$
7.20
$
6.51
$
17.99
$
20.08
Market Value, End of Period
$
7.13
$
6.31
$
5.70
$
15.82
$
21.16
Market Value Total Return (c)
17.97
% (b)
27.69
%
(57.84
)%
(17.05
)%
9.06
%(b)
Ratios and Supplemental Data:
Net assets, end of period (in 000s)
$
464,869
$
458,764
$
361,211
$
621,078
$
692,964
Common Share Information at End of Period:
Ratios based on average net assets of common
shares:
Gross operating expenses (including interest and
commitment fee expense)
3.51
%
3.90
%
3.78
%
4.03
%
2.56
%
Interest and commitment fee expense
1.35
%
1.49
%
1.63
%
2.16
%
1.03
%
Dividend expense from short positions
(d)
(d)
0.17
%
0.03
%
N/A
Fees and expenses waived
(0.26
)%
(0.31
)%
(0.09
)%
Net expenses
3.25
%
3.59
%
3.86
%
4.06
%
2.56
%
Net investment income
8.31
%
11.09
%
11.36
%
8.64
%
7.37
%
Ratios based on managed net assets of common
shares:
Gross operating expenses (including interest and
commitment fee expense)
2.81
%
3.12
%
2.69
%
2.94
%
2.20
%
Interest and commitment fee expense
1.08
%
1.19
%
1.16
%
1.58
%
0.89
%
Dividend expense from short positions
(d)
(d)
0.12
%
0.02
%
N/A
Fees and expenses waived
(0.21
)%
(0.25
)%
(0.06
)%
Net expenses
2.60
%
2.87
%
2.75
%
2.96
%
2.20
%
Net investment income
6.66
%
8.88
%
8.12
%
6.31
%
6.33
%
Portfolio turnover rate
38
%(b)
88
%
78
%
66
%
46
%(b)
(a)
Highland Credit Strategies Fund commenced investment operations on June 29, 2006.
(b)
Not annualized.
(c)
Based on market value per share. Distributions, if any, are assumed for purposes of this
calculation to be reinvested at prices obtained under the Funds Dividend Reinvestment Plan.
(d)
Less than 0.005%.
14 | See accompanying Notes to Financial Statements.
NOTES TO FINANCIAL STATEMENTS (unaudited)
June 30, 2010
Highland Credit Strategies Fund
Note 1. Organization and Operations
Highland Credit Strategies Fund (the Fund) is a Delaware statutory trust and is registered
with the Securities and Exchange Commission (the SEC) under the Investment Company Act of 1940,
as amended (the 1940 Act), as a non-diversified, closed-end management investment company. The
Fund trades on the New York Stock Exchange under the ticker symbol HCF. The Fund may issue an
unlimited number of common shares, par value $0.001 per share (Common Shares). The Fund
commenced operations on June 29, 2006.
On July 18, 2008, the Fund issued 5,805,987 shares, in exchange for 30,874,699 shares of
Prospect Street High Income Portfolio Inc. (PHY) and 3,665,707 shares in exchange for 9,947,104
shares of Prospect Street Income Shares Inc. (CNN) to acquire PHY and CNN in a tax-free exchange
approved by the Board of Directors and stockholders of each acquired fund. The net assets on such
date of the Fund, PHY, and CNN were $641,375,543, $80,852,458, and $51,047,990, respectively.
On June 12, 2009, the Fund issued 8,173,238 shares, in exchange for 17,716,771 shares of
Highland Distressed Opportunities, Inc. (HCD). The net assets on such date of the Fund and HCD
were $348,872,330 and $51,353,210, respectively (See Note 15).
Investment Objective
The Fund seeks to provide both current income and capital appreciation.
Note 2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the
Fund in the preparation of its financial statements.
Use of Estimates
The Funds financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America (GAAP), which require management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Changes in the economic
environment, financial markets and any other parameters used in determining these estimates could
cause actual results to differ materially.
Fund Valuation
The net asset value (NAV) of the Funds common shares is calculated each week, in
connection with each issuance of common shares by the Fund, as of each distribution date (after
giving effect to the relevant declaration) and on such other dates as determined by the Funds
Board of Trustees (the Board or Trustees), or its designee, in accordance with procedures
approved by the Board. The NAV is calculated by dividing the
value of the Funds net assets attributable to common shares by the numbers of common shares
outstanding.
Valuation of Investments
In computing the Funds net assets attributable to common shares, securities with readily
available market quotations use those quotations for valuation. Securities where there are no
readily available market quotations will be valued at the mean between the most recently quoted bid
and ask prices provided by the principal market makers. If there is more than one such principal
market maker, the value shall be the average of such means. Securities without a sale price or
quotations from principal market makers on the valuation day may be priced by an independent
pricing service. Generally, the Funds loan and bond positions are not traded on exchanges and
consequently are valued based on a mean of the bid and ask price from the third-party pricing
services or broker-dealer sources that Highland Capital Management, L.P. (the Investment Adviser)
has determined generally has the capability to provide appropriate pricing services and has been
approved by the Trustees.
Securities for which market quotations are not readily available, for which the Fund has
determined the price received from a pricing service or broker-dealer is stale or otherwise do
not represent fair value (including when events materially affect the value of securities that
occur between the time when market price is determined and calculation of the Funds net asset
value), will be valued by the Fund at fair value, as determined by the Board or its designee in
good faith in accordance with procedures approved by the Board, taking into account factors
reasonably determined to be relevant, including: (i) the fundamental analytical data relating to
the investment; (ii) the nature and duration of restrictions on disposition of the securities; and
(iii) an evaluation of the forces that influence the market in which these securities are purchased
and sold. In these cases, the Funds NAV will reflect the affected portfolio securities fair value
as determined in the judgment of the Board or its designee instead of being determined by the
market. Using a fair value pricing methodology to value securities may result in a value that is
different from a securitys most recent sale price and from the prices used by other investment
companies to calculate their NAV. Determination of fair value is uncertain because it involves
subjective judgments and estimates not easily substantiated by auditing procedures.
There can be no assurance that the Funds valuation of a security will not differ from the
amount that it realizes upon the sale of such security. Short-term debt investments, that is, those
with a remaining maturity of 60 days or less, are valued at cost adjusted for amortization of
premiums and accretion of discounts. Repurchase agreements are valued at cost plus accrued
interest. Foreign price quotations are converted to U.S. dollar equivalents using the 4:00 PM
London Time Spot Rate.
Semi-Annual Report | 15
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
Fair Value Measurements:
The Fund has performed an analysis of all existing investments and derivative instruments to
determine the significance and character of all inputs to their fair value determination. The
levels of fair value inputs used to measure the Funds investments are characterized into a fair
value hierarchy. Where inputs for an asset or liability fall into more than one level in the fair
value hierarchy, the investment is classified in its entirety based on the lowest level input that
is significant to that investments valuation. The three levels of the fair value hierarchy are
described below:
Level 1
Quoted unadjusted prices for identical instruments in active markets to which the
Fund has access at the date of measurement;
Level 2
Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active, but are valued based on
executed trades; broker quotations that constitute an executable price; and alternative
pricing sources supported by observable inputs are classified within Level 2. Level 2 inputs
are either directly or indirectly observable for the asset in connection with market data at
the measurement date; and
Level 3
Model derived valuations in which one or more significant inputs or significant
value drivers are unobservable. In certain cases, investments classified within Level 3 may
include securities for
which the Fund has obtained indicative quotes from broker-dealers that do not
necessarily represent prices the broker may be willing to trade on, as such quotes can be
subject to material management judgment. Unobservable inputs are those inputs that reflect
the Funds own assumptions that market participants would use to price the asset or
liability based on the best available information.
At the end of each calendar quarter, management evaluates the Level 2 and 3 assets and liabilities
for changes in liquidity, including but not limited to: whether a broker is willing to execute at
the quoted price, the depth and consistency of prices from third party services, and the existence
of contemporaneous, observable trades in the market. Additionally, management evaluates the Level
1 and 2 assets and liabilities on a quarterly basis for changes in listings or delistings on
national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a
readily available market value, the fair value of the Funds investments may fluctuate from period
to period. Additionally, the fair value of investments may differ significantly from the values
that would have been used had a ready market existed for such investments and may differ
materially from the values the Fund may ultimately realize. Further, such investments may be
subject to legal and other restrictions on resale or otherwise less liquid than publicly traded
securities.
The inputs or methodology used for valuing securities are not necessarily an indication of the
risk associated with investing in those securities. Transfers in and out of the levels are
recognized at the value at the end of the period. A summary of the inputs used to value the Funds
assets as of June 30, 2010 as follows:
Level 2
Level 3
Level 1
Significant
Significant
Total Value at
Quoted
Observable
Unobservable
Investment in Securities
June 30, 2010
Price
Input
Input
Common Stocks
Aerospace
$
39,410
$
39,410
$
$
Broadcasting
1,641,912
43,110
1,598,802
Chemicals
1,079,846
1,079,846
Diversified Media
410,555
410,555
Healthcare
42,480,000
42,480,000
Information Technology
96,420
96,420
Metals/Minerals
1,315,790
1,315,790
Retail
861,754
861,754
Service
1,467,040
1,467,040
TransportationLand Transportation
337,372
337,372
Utility
36,537
36,537
Wireless Communication
3,639,452
3,639,452
Preferred Stocks
4,327,579
5,000
4,322,579
Warrants
700,643
643,777
56,866
Debt
Senior Loans
361,338,652
266,387,539
94,951,113
Asset-Backed Securities
37,237,179
37,237,179
Corporate Debt
106,941,843
36,809,796
70,132,047
Claims
518,957
507,169
11,788
Total Investments
$
564,470,941
$
5,227,503
$
304,789,350
$
254,454,088
16 | Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
Level 2
Level 3
Level 1
Significant
Significant
Total Value at
Quoted
Observable
Unobservable
Other Financial Instruments*
June 30, 2010
Price
Input
Input
Assets
Foreign exchange contracts
$
165,524
$
$
165,524
$
Liabilities
Foreign exchange contracts
(65,200
)
(65,200
)
Total Other Financial Instruments
$
100,324
$
$
100,324
$
*
Other financial instruments are derivative instruments not reflected in the Investment
Portfolio, such as forwards and swaps, which are valued at the unrealized
appreciation/(depreciation) on the investment.
The Fund did not have any liabilities that were measured at fair value or Level 3 at June 30,
2010.
The table below sets forth a summary of changes in the Funds Level 3 assets (assets measured at
fair value using significant unobservable inputs) for the six months ended June 30, 2010.
Net
amortization/
Balance as of
Transfers
(accretion) of
Net
Assets at Fair Value using
December 31
in/(out)
premium/
Net realized
Net unrealized
purchase/
Balance as of
unobservable inputs (Level 3)
2009
of Level 3
(discount)
gains/(losses)
gains/(losses)
(sales)*
June 30, 2010
Common Stocks
Broadcasting
$
$
$
$
$
15,468
$
1,583,334
$
1,598,802
Diversified Media
765,188
(304,444
)
(50,189
)
410,555
Healthcare
38,555,838
4,320,000
(395,838
)
42,480,000
Information Technology
(12,279,018
)
12,375,438
96,420
Metals/Minerals
454,361
357,762
503,667
1,315,790
Service
1,406,750
60,290
1,467,040
Transportation
Land Transportation
937,144
(599,772
)
337,372
Utility
182,687
(146,150
)
36,537
Preferred Stocks
12,774,190
(8,451,611
)
4,322,579
Warrants
700
58
56,108
56,866
Debt
Senior Loans
155,755,247
(45,256,981
)
311,355
(9,061,615
)
10,759,700
(17,556,593
)
94,951,113
Asset-Backed Securities
33,822,437
26,336
275,352
3,944,710
(831,656
)
37,237,179
Corporate Debt
73,601,522
258,098
26,992
2,272
6,858,248
(10,615,085
)
70,132,047
Claims
441,698
(507,169
)
77,259
11,788
Total
$
318,697,762
$
(45,506,052
)
$
364,683
$
(9,088,435
)
$
4,866,755
$
(14,880,625
)
$
254,454,088
*
Includes any applicable borrowings and/or pay downs made on revolving credit facilities held
in the Funds Investment Portfolio.
The net unrealized losses presented in the tables above relate to investments that are still
held at June 30, 2010. The Fund presents these unrealized losses on the Statement of Operations as
net change in unrealized appreciation/(depreciation) on investments.
For the six months ended June 30, 2010, a net amount of $5,519 of the Funds portfolio investments
was transferred from Level 2 to Level 1.
Investments designated as Level 3 may include assets valued using quotes or indications
furnished by brokers which are based on models or estimates and may not be executable prices. In
light of the developing market conditions, the Investment Adviser continues to search for
observable data points and evaluate broker quotes and indications received for portfolio
investments. As a result, for the six months ended June 30, 2010, a net amount of $45,506,052 of
the Funds portfolio investments was transferred to Level 2 from Level 3. Determination of fair
values is uncertain because it involves subjective judgments and estimates not easily
substantiated by auditing procedures.
Security Transactions
Security transactions are accounted for on the trade date. Cost is determined and
gains/(losses) are based upon the specific identification method for both financial statement and
federal income tax purposes.
Foreign Currency
Foreign currencies, investments and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at the exchange rates using the current 4:00 PM London
Time Spot Rate. Fluctuations in the value of the foreign currencies and other assets and
liabilities resulting from changes in exchange rates between trade and settlement dates on security
transactions and between the accrual and payment dates on dividends, interest income and foreign
withholding taxes are recorded as unrealized foreign cur-
Semi-Annual Report | 17
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
rency gains/(losses). Realized gains/(losses) and unrealized appreciation/(depreciation) on
investment securities and income and expenses are translated on the respective dates of such
transactions. The effect of changes in foreign currency exchange rates on investments in securities
are not segregated in the Statement of Operations from the effects of changes in market prices of
those securities, but are included with the net realized and unrealized gain or loss on investment
securities.
Forward Foreign Currency Contracts
In order to minimize the movement in NAV resulting from a decline or appreciation in the value
of a particular foreign currency against the U.S. dollar or another foreign currency or for other
reasons, the Fund is authorized to enter into forward currency exchange contracts. These contracts
involve an obligation to purchase or sell a specified currency at a future date at a price set at
the time of the contract. Forward currency contracts do not eliminate fluctuations in the values of
portfolio securities but rather allow the Fund to establish a rate of exchange for a future point
in time. Forwards involve counterparty credit risk to the Fund because the forwards are not
exchange traded, and there is no clearinghouse to guarantee forwards against default. During the
six months ended June 30, 2010, the open value of forward foreign currency contracts was EUR
2,750,000 and GBP 2,784,800 and the close value was EUR 1,700,000 and GBP 2,967,500.
Short Equity and Bond Sales
A short sale is a transaction in which the Fund sells a security it does not own in
anticipation that the market price of that security will decline. When the Fund makes a short sale,
it must borrow the security sold short from a broker-dealer and deliver it to the buyer upon
settlement of the sale. The Fund may have to pay a fee to borrow particular securities and is often
obligated to pay over any payments received on such borrowed securities.
When short sales are employed, the Fund intends to attempt to limit exposure to a possible
market decline in the value of its portfolio securities through short sales of securities that the
Investment Adviser believes possess volatility characteristics similar to those being hedged. In
addition, the Fund may use short sales for non-hedging purposes to pursue its investment objective.
Subject to the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended (the
Code), the Fund will not make a short sale if, after giving effect to such sale, the market value
of all securities sold short by the Fund exceeds 25% of the value of its total assets. As of June
30, 2010, the Fund did not have any short sale transactions.
Credit Default Swaps
To the extent consistent with the Funds prospectus, the Fund may enter into credit default
swap agreements. The buyer in a credit default contract is obligated to pay the seller a
periodic stream of payments over the term of the contract provided that no event of default on an
underlying reference obligation has occurred. If an event of default occurs, the seller typically
pays the buyer the par value (full notional value) of the reference obligation in exchange for
the reference obligation. The Fund may be either the buyer or seller in the transaction. If the
Fund is a buyer and no event of default occurs, the Fund loses its investment and recovers nothing.
However, if an event of default occurs, the buyer receives full notional value for a reference
obligation that may have little or no value. As a seller, the Fund receives income throughout the
term of the contract, which typically is between six months and five years, provided that there is
no default event.
Credit default swaps involve greater risks than if the Fund had invested in the reference
obligation directly. In addition to general market risks, credit default swaps are subject to
illiquidity risk, counterparty risk and credit risks. If an event of default were to occur, the
value of the reference obligation received by the seller, coupled with the periodic payments
previously received, may be less than the full notional value it pays to the buyer, resulting in a
loss of value to the seller. When the Fund acts as a seller of a credit default swap agreement it
is exposed to many of the same risks of leverage as certain other leveraged transactions, since if
an event of default occurs the seller must pay the buyer the full notional value of the reference
obligation. As of June 30, 2010, there were no credit default swap trades outstanding.
Income Recognition
Interest income is recorded on the accrual basis and includes accretion of discounts and
amortization of premiums. Dividend income is recorded on the ex-dividend date.
U.S. Federal Income Tax Status
The Fund intends to qualify each year as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended, and will distribute substantially all of its
taxable income and gains, if any, for its tax year, and as such will not be subject to U.S. federal
income taxes.
Management has analyzed the Funds tax positions taken on federal income tax returns for all
open tax years (current and prior three tax years), and has concluded that no provision for federal
income tax is required in the Funds financial statements. The Funds federal and state income and
federal excise tax returns for tax years for which the applicable statutes of limitations have not
expired are subject to examination by the Internal Revenue Service and state departments of
revenue.
18 | Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
Distributions to Shareholders
The Fund plans to pay distributions monthly and capital gain distributions annually to common
shareholders. To permit the Fund to maintain more stable monthly distributions and annual
distributions, the Fund may from time to time distribute less than the entire amount of income and
gains earned in the relevant month or year, respectively. The undistributed income and gains would
be available to supplement future distributions. Shareholders of the Fund will automatically have
all distributions reinvested in Common Shares of the Fund issued by the Fund or purchased in the
open market in accordance with the Funds Dividend Reinvestment Plan (the Plan) unless an
election is made to receive cash. Each participant in the Plan will pay a pro rata share of
brokerage commissions incurred in connection with open market purchases, and participants
requesting a sale of securities through the plan agent of the Plan are subject to a sales fee and a
brokerage commission.
Cash and Cash Equivalents
The Fund considers liquid assets deposited with a bank, money market funds, and certain short
term debt instruments with maturities of 3 months or less to be cash equivalents. These
investments represent amounts held with financial institutions that are readily accessible to pay
Fund expenses or purchase investments. Cash and cash equivalents are valued at cost plus accrued
interest, which approximates market value. The value of cash equivalents denominated in foreign
currencies is determined by converting to U.S. dollars on the date of the statement of assets and
liabilities. At June 30, 2010, the Fund had ($83,056) of cash and cash equivalents denominated in
foreign currencies, with a cost of ($123,249).
Statement of Cash Flows
Information on financial transactions which have been settled through the receipt or
disbursement of cash is presented in the Statement of Cash Flows. The cash and foreign currency
amount shown in the Statement of Cash Flows is the amount included within the Funds Statement of
Assets and Liabilities and includes cash and foreign currency on hand at its custodian bank.
Note 3. U.S. Federal Tax Information
The timing and character of income and capital gain distributions are determined in
accordance with income tax regulations, which may differ from GAAP. As a result, net investment
income/(loss) and net realized gain/(loss) on investment transactions for a reporting period may
differ significantly from distributions during such period.
Reclassifications are made to the Funds capital accounts for permanent tax differences to reflect
income and gains available for distribution (or available capital loss carryforwards) under income
tax regulations.
The tax character of distributions paid during the years ended December 31, 2009 and December
31, 2008, the past two tax years ends, were as follows:
Distributions paid from:
2009
2008
Ordinary income*
$
46,162,639
$
84,472,625
Long-term capital gains
1,024,735
*
For tax purposes, short-term capital gains distributions, if any, are considered ordinary
income distributions.
As of December 31, 2009, the most recent tax year end, the components of distributable
earnings on a tax basis were as follows:
Undistributed
Undistributed
Accumulated
Ordinary
Long-Term
Net Unrealized
Capital and
Income
Capital Gains
(Depreciation)*
Other Losses
$
7,982,245
$
$
(300,238,865
)
$
(404,896,385
)
*
Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation)
are primarily due to deferral of losses from wash sales.
As of December 31, 2009, the most recent year end, for federal income tax purposes, the Fund
had capital loss carry-forwards, which will expire in the indicated years:
Capital Loss
Expiration
Carryforwards
Date
$
3,196,740
*
2010
11,115,101
*
2011
3,279,930
*
2012
8,679,337
*
2014
6,437,279
*
2015
72,286,251
*
2016
17,875,363
**
2016
282,026,384
2017
$
404,896,385
Total
*
These capital loss carryforward amounts were acquired in the reorganizations of PHY and CNN
into the Fund on July 18, 2008 and are available to offset future capital gains of the Fund.
The Funds ability to utilize the capital loss carryforwards is limited under Internal
Revenue Service regulations.
**
This capital loss carryforward amount was acquired in the reorganization of HCD into the
Fund on June 12, 2009, and is available to offset future capital gains of the Fund. The
Funds ability to utilize the capital loss carryforwards is limited under Internal Revenue
Service regulations.
Semi-Annual Report | 19
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
Unrealized appreciation and depreciation at June 30, 2010, based on cost of investments for
U.S. federal income tax purposes was:
Unrealized appreciation
$
24,713,743
Unrealized depreciation
(297,683,232
)
Net unrealized depreciation
$
(272,969,489
)
Note 4. Investment Advisory, Administration, and Trustee Fees
Investment Advisory Fee
The Investment Adviser to the Fund receives an annual fee, paid monthly, in an amount equal to
1.00% of the average weekly value of the Funds Managed Assets. The Funds Managed Assets is an
amount equal to the total assets of the Fund, including any form of leverage, minus all accrued
expenses incurred in the normal course of operations, but not excluding any liabilities or
obligations attributable to investment leverage obtained through (i) indebtedness of any type
(including, without limitation, borrowing through a credit facility or the issuance of debt
securities), (ii) the issuance of preferred stock or other preference securities, (iii) the
reinvestment of collateral received for securities loaned in accordance with the Funds investment
objectives and policies, and/or (iv) any other means.
In connection with the reorganizations of PHY and CNN into the Fund on July 18, 2008, the
Investment Adviser agreed to waive certain advisory fees for a period of two years until July 17,
2010. Over the period of two years, the Investment Adviser agreed to waive advisory fees of
$1,656,448. For the six months ended June 30, 2010, the Investment Adviser waived advisory fees of
$410,709.
Administration Fee
The Investment Adviser provides administrative services to the Fund. For its services, the
Investment Adviser receives an annual fee, payable monthly, in an amount equal to 0.20% of the
average weekly value of the Funds Managed Assets. Under a separate sub-administration agreement,
the Investment Adviser has delegated certain administrative functions to PNC Global Investment
Servicing (U.S.) Inc. (PNC). The Investment Adviser pays PNC directly for these
sub-administration services.
In connection with the reorganizations of PHY and CNN into the Fund on July 18, 2008, the
Investment Adviser agreed to waive certain administration fees for a period of two years until July
17, 2010. Over the period of two years, the Investment Adviser agreed to waive administration fees
of $807,602. For the six months ended June 30, 2010, the Investment Adviser waived administration
fees of $200,240.
Fees Paid to Officers and Trustees
Each Trustee who is not an interested person of the Fund as defined in the 1940 Act (the
Independent Trustees)
receives an annual retainer of $150,000 payable in quarterly installments and allocated among
each portfolio in the Highland Fund Complex based on relative net assets. The Highland Fund
Complex consists of all of the registered investment companies advised by the Investment Adviser
as of the date of this semi-annual report.
The Fund pays no compensation to its one interested Trustee or any of its officers, all of
whom are employees of the Investment Adviser.
Note 5. Fund Information
For the six months ended June 30, 2010, the cost of purchases and proceeds from sales of
securities, excluding short-term obligations, were $221,680,249 and $241,215,778, respectively.
Note 6. Senior Loan Participation Commitments
The Fund may invest its assets (plus any borrowings for investment purposes) in adjustable rate
senior loans (Senior Loans), the interest rates of which float or vary periodically based upon a
benchmark indicator of prevailing interest rates to domestic or foreign corporations, partnerships
and other entities that operate in a variety of industries or geographic regions (Borrowers). If
the lead lender in a typical lending syndicate becomes insolvent, enters Federal Deposit Insurance
Corporation (FDIC) receivership or, if not FDIC insured enters into bankruptcy, the Fund may
incur certain costs and delays in receiving payment or may suffer a loss of principal and/or
interest.
When the Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a
contractual agreement with the lender or other third party selling the participation, not with
the Borrower directly. As such, the Fund assumes the credit risk of the Borrowers, as well as of
the selling participants or other persons interpositioned between the Fund and the Borrowers. The
ability of Borrowers, selling participants or other persons interpositioned between the Fund and
the Borrowers to meet their obligations may be affected by a number of factors, including economic
developments in a specific industry.
At June 30, 2010, the Fund held no loans on participation.
Note 7. Credit Agreement
Effective September 16, 2009, the Fund entered into a $170,000,000 Credit Agreement (the
Credit Agreement) with The Bank of Nova Scotia. The Credit Agreement replaced a prior credit
agreement and had a maturity date of September 15, 2010. Concurrent with entering into the Credit
Agreement, the Fund agreed to pay a $1,700,000 upfront fee. This fee was amortized over the
remaining term of the Credit Agreement and $1,231,645 of upfront fee expense is included in
commitment fee expense on the Statement of Operations. Effective April 16, 2010, the Credit
Agreement was fully repaid and terminated.
20 | Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
For the period January 1, 2010 through April 15, 2010, the average daily loan balance was
$116,752,381 at a weighted average interest rate of 2.73%, excluding any commitment fee. With
respect to these borrowings, interest and commitment fee of $2,487,394 is included in the
Statement of Operations.
Note 8. Floating Rate Series A Senior Unsecured Notes
On April 16, 2010, the Fund issued $120,000,000 principal amount of floating rate Series A
senior unsecured notes (Notes). The Notes are generally unsecured obligations of the Fund and
rank senior to the Fund common shares and all existing or future unsecured indebtedness of the
Fund. The Notes bear interest, payable quarterly, at the rate of 3 month LIBOR, subject to a LIBOR
floor of 1.00%, plus 1.70%, to maturity on April 16, 2015. The Fund is required to maintain on a
monthly basis a specified discounted asset value for its portfolio in compliance with guidelines
established in the Notes agreement, and is required under the 1940 Act to maintain asset coverage
for the Notes at 300%. The Fund may prepay the Notes at any time, and is subject to the following
prepayment penalty on any amounts prepaid: 2.00% in the first two years, 1% in year three, and 0%
thereafter.
The interest rate charged at June 30, 2010, was 2.70%. The average daily note balance was
$120,000,000 at a weighted average interest rate of 2.70%. With respect to the Notes, interest
expense of $684,000 is included in the Statement of Operations.
Note 9. Asset Coverage
The Fund was required to maintain 400% asset coverage with respect to amounts outstanding
under the Credit Agreement. With respect to the Notes, the Fund is required to maintain 300% asset
coverage.
Asset coverage is calculated by subtracting the Funds total liabilities, not including any
amount representing bank loans and senior securities, from the Funds total assets and dividing
the result by the principal amount of the borrowings outstanding. As of the dates indicated below,
the Funds debt outstanding and asset coverage was as follows:
% of
Asset Coverage
Total Amount
of
Date
Outstanding
Indebtedness
06/30/2010
$
120,000,000
487.3
%
12/31/2009
112,000,000
509.6
12/31/2008
141,000,000
356.2
12/31/2007
248,000,000
350.4
12/31/2006
285,000,000
342.9
Note 10. Securities Loans
The Fund may make secured loans of its portfolio securities amounting to not more than
one-third of the value of its total assets, thereby realizing additional income. The risks in
lending portfolio securities, as with other extensions of credit, consist of possible delays in
recovery of the securities or possible loss of rights in the collateral should the borrower fail
financially and possible investment losses in the investment of collateral. As a matter of policy,
securities loans are made to unaffiliated broker-dealers pursuant to agreements requiring that
loans be continuously secured by collateral in cash or short-term debt obligations at least equal
at all times to the bid value of the securities subject to the loan. The borrower pays to the Fund
an amount equal to any interest or dividends received on securities subject to the loan. The Fund
retains all or a portion of the interest received on investment of the cash collateral and receives
a fee from the borrower. As of June 30, 2010, the market value of securities loaned by the Fund was
$6,174,617. The loaned securities were secured with cash collateral of $6,704,422, which was
invested in the BlackRock Institutional Money Market Trust.
Note 11. Unfunded Loan Commitments
As of June 30, 2010, the Fund had unfunded loan commitments of $5,306,901 and GBP 3,436,588,
which could be extended at the option of the borrower, as detailed below:
Unfunded
Loan
Borrower
Commitment
Mobileserv Ltd.
GBP
3,436,588
Broadstripe, LLC
$
1,211,229
MGM Mirage, Inc.
225,955
Sirva Worldwide, Inc.
1,869,717
Sorenson Communications, Inc.
2,000,000
Unfunded loan commitments are marked to market on the relevant day of valuation in accordance
with the Funds valuation policies. Any applicable unrealized gain/(loss) and unrealized
appreciation/(depreciation) on unfunded loan commitments are recorded on the Statement of Assets
and Liabilities and the Statement of Operations, respectively. As of June 30, 2010, the Fund
recognized net discount and unrealized depreciation on unfunded transactions of $3,486,469. The net
change in unrealized appreciation on unfunded transactions of $2,373,054 is recorded in the
Statement of Operations.
Note 12. Affiliated Issuers
Under Section 2(a)(3) of the 1940 Act, a portfolio company is defined as affiliated if a
Fund owns five percent or more of its outstanding voting securities. The Fund held at least five
percent of the outstanding voting securities of the following companies as of June 30, 2010:
Semi-Annual Report | 21
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
Par Value at
Shares at
Market Value
June 30,
June 30,
December 31,
June 30,,
2010
2010
2009
2010
ComCorp
Broadcasting,
Inc.*
(Senior Loans)
$
39,444,941
$
29,524,538
$
33,745,147
Communication
Corp of
America
(Common Stock)
2,010,616
Genesys Ltd.
(Common Stock)
24,000,000
38,160,000
42,480,000
$
39,444,941
26,010,616
$
67,684,538
$
76,225,147
*
Company is a wholly owned subsidiary of Communications Corporation of America.
Note 13. Indemnification
The Fund has a variety of indemnification obligations under contracts with its service
providers and certain counterparties. The Funds maximum exposure under these arrangements is
unknown. The Board has approved the advancement of certain expenses to a service provider in
connection with pending litigation subject to various undertakings and reporting requirements.
Note 14. Disclosure of Significant Risks and Contingencies
Concentration Risk
The Fund may focus its investments in instruments of only a few companies. The concentration
of the Funds portfolio in any one obligor would subject the Fund to a greater degree of risk with
respect to defaults by such obligor, and the concentration of the portfolio in any one industry
would subject the Fund to a greater degree of risk with respect to economic downturns relating to
such industry.
Non-Payment Risk
Corporate debt obligations, including Senior Loans, are subject to the risk of non-payment of
scheduled interest and/or principal. Non-payment would result in a reduction of income to the Fund,
a reduction in the value of the Senior Loan experiencing non-payment, and a potential decrease in
the net asset value of the Fund.
Credit Risk
Investments rated below investment grade are commonly referred to as high-yield, high risk or
junk debt. They are regarded as predominantly speculative with respect to the issuing companys
continuing ability to meet principal and/or interest payments. Investments in high yield Senior
Loans may result in greater net asset value fluctuation than if the Fund did not make such
investments.
Illiquidity of Investments Risk
The investments made by the Fund may be illiquid, and consequently the Fund may not be able to
sell such investments at prices that reflect the Investment Advisers assessment of their value or
the amount originally paid for such investments by the Fund. Illiquidity may result from the
absence of an established market for the investments as well as legal, contractual or other
restrictions on their resale and other factors. Furthermore, the nature of the Funds investments,
especially those in financially distressed companies, may require a long holding period prior to
profitability.
Troubled, Distressed or Bankrupt Companies Risk
The Fund invests in companies that are troubled, in distress or bankrupt. As such, they are
subject to a multitude of legal, industry, market, environment and governmental forces that make
analysis of these companies inherently difficult. Further, the Investment Adviser relies on company
management, outside experts, market participants and personal experience to analyze potential
investments for the Fund. There can be no assurance that any of these sources will prove credible,
or that the resulting analysis will produce accurate conclusions.
Leverage Risk
The Fund currently uses leverage through borrowings from a credit facility, and may also use
leverage through the issuances of preferred shares. The use of leverage, which can be described as
exposure to changes in price at a ratio greater than the amount of equity invested, either through
the issuance of preferred shares, borrowing or other forms of market exposure, magnifies both the
favorable and unfavorable effects of price movements in the investments made by the Fund. Insofar
as the Fund employs leverage in its investment operations, the Fund will be subject to substantial
risks of loss.
Foreign Securities Risk
Investments in foreign securities involve certain factors not typically associated with
investing in U.S. securities, such as risks relating to (i) currency exchange matters, including
fluctuations in the rate of exchange between the U.S. dollar (the currency in which the books of
the Fund are maintained) and the various foreign currencies in which the Funds portfolio
securities will be denominated and costs associated with conversion of investment principal and
income from one currency into another; (ii) differences between the U.S. and foreign securities
markets, including the absence of uniform accounting, auditing and financial reporting standards
and practices and disclosure requirements, and less government supervision and regulation; (iii)
political, social or economic instability; and (iv) the extension of credit, especially in the case
of sovereign debt.
22 | Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
Forward Currency Contracts Risk
The Fund is subject to foreign currency exchange rate risk in the normal course of pursuing its
investment objectives. The Fund may use futures contracts to gain exposure to, or hedge against
changes in the value of foreign currencies. A forward contract represents a commitment for the
future purchase or sale of an asset at a specified price on a specified date. Upon entering into
such contracts daily fluctuations in the value of the contract are recorded for financial statement
purposes as unrealized gains or losses by the Fund. At the expiration of the contracts the Fund
realizes the gain or loss. Upon entering into such contracts, the Fund bears the risk of exchange
rates moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the
forward contracts and may realize a loss. With forwards, there is counterparty credit risk to the
Fund because the forwards are not exchange traded, and there is no clearinghouse to guarantee the
forwards against default.
Emerging Markets Risk
Investing in securities of issuers based in underdeveloped emerging markets entails all of the
risks of investing in foreign securities to a heightened degree. These heightened risks include:
(i) greater risks of expropriation, confiscatory taxation, nationalization, and less social,
political and economic stability; (ii) the smaller size of the markets for such securities and a
lower volume of trading, resulting in lack of liquidity and in price volatility; and (iii) certain
national policies which may restrict the Funds investment opportunities, including restrictions
on investing in issuers or industries deemed sensitive to relevant national interest.
Derivatives Risk
Derivative transactions in which the Fund may engage for hedging or speculative purposes to
enhance total return, including engaging in transactions such as options, futures, swaps, foreign
currency transactions (including forward foreign currency contracts, currency swaps or options on
currency and currency futures) and other derivative transactions, involve certain risks and
considerations. These risks include the imperfect correlation between the value of such instruments
and the underlying assets, the possible default of the other party to the transaction or
illiquidity of the derivative instruments. Furthermore, the ability to successfully use derivative
transactions depends on the Investment Advisers ability to predict pertinent market movements,
which can not be assured. Thus, the use of derivative transactions may result in losses greater
than if they had not been used, may require the Fund to sell or purchase portfolio securities at
inopportune times or for prices other than current market value, may limit the amount of
appreciation the Fund can realize on an investment or may cause the Fund to hold a security that it
might otherwise sell.
Investments in Swaps Risk
Investments in swaps involve the exchange with another party of commitment to pay a stream of
payments. Use of swaps subjects the Fund to risk of default by the counterparty.
If there is a default by the counterparty to such a transaction, there may be
contractual remedies pursuant to the agreements related to the transaction although contractual
remedies may not be sufficient in the event the counterparty is insolvent. However, the swap market
has grown substantially in recent years with a large number of banks and investment banking firms
acting both as principals and agents utilizing standardized swap documentation. As a result, the
swap market has become relatively liquid in comparison with the markets for other similar
instruments which are traded in the interbank market. The Fund may enter into total return swaps,
credit default swaps, currency swaps or other swaps which may be surrogates for other instruments
such as currency forwards or options.
Counterparty Credit Risk
Counterparty credit risk is the potential loss the Fund may incur as a result of the failure
of a counterparty or an issuer to make payment according to the terms of a contract. Counterparty
credit risk is measured as the loss the Fund would record if its counterparties failed to perform
pursuant to the terms of their obligations to the Fund. Because the Fund may enter into
over-the-counter forwards, options, swaps and other derivatives financial instruments, the Fund is
exposed to the credit risk of its counterparties. To limit the counterparty credit risk associated
with such transactions, the Fund conducts business only with financial institutions judged by the
Investment Adviser to present acceptable credit risk.
Short Equity and Bond Sales Risk
Short selling involves selling securities which may or may not be owned and borrowing the same
securities for delivery to the purchaser, with an obligation to replace the borrowed securities at
a later date. The Fund will profit from declines in the market prices of securities sold short to
the extent such decline exceeds the transaction costs and the costs of borrowing the securities.
However, since the borrowed securities must be replaced by purchases at market prices in order to
close out the short position, any appreciation in the price of the borrowed securities would result
in a loss. There can be no assurance that the securities necessary to cover a short position will
be available for purchase.
Note 15. Reorganization Merger of Highland Distressed Opportunities, Inc. into the Fund
On December 19, 2008, the Board of Trustees approved an agreement and plan of merger and
liquidation (Agreement) which provided for the transfer of all of the assets and liabilities of
HCD for shares of the Fund. Shareholders of HCD approved the merger at a meeting on May 27, 2009.
The merger was completed by a tax-free exchange of shares on June 12, 2009. For financial reporting
purposes, assets received and shares issued by the Fund were recorded at fair value; however, the
cost basis of the investments received from HCD was carried forward to align ongoing reporting of
the Funds realized and unrealized gains and losses with amounts distributable to shareholders for
tax purposes.
Semi-Annual Report | 23
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2010
Highland Credit Strategies Fund
The shares outstanding of HCD immediately before the merger and shares of the Fund issued to
HCD shareholders were:
Merged Fund
Shares Exchanged
Acquiring Fund
Shares Issued
Net Asset Value
Conversion Ratio
Highland Distressed
Highland Credit
Opportunities, Inc.
17,716,771
Strategies Fund
8,173,238
$
6.28
0.4613
The net assets and net unrealized appreciation/(depreciation) of HCD and the net assets of the
Fund immediately before the merger were as follows:
Unrealized
Appreciation/
Merged Fund
Net Assets
(Depreciation)
Acquiring Fund
Net Assets
Highland Distressed
Highland Credit
Opportunities, Inc.
$
51,353,210
$
(86,923,196
)
Strategies Fund
$
348,872,330
Note 16. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund and has determined
that there was the following subsequent events requiring disclosure.
On July 1, 2010, The PNC Financial Services Group, Inc. sold the outstanding stock of PNC
Global Investment Servicing Inc. to The Bank of New York Mellon Corporation. At the closing of the
sale, PNC Global Investment Servicing (U.S.) Inc. and PFPC Distributors, Inc. changed their names
to BNY Mellon Investment Servicing (US) Inc. (BNY) and BNY Mellon Distributors Inc.,
respectively. PFPC Trust Company will not change its name until a later date to be announced.
24 | Semi-Annual Report
ADDITIONAL INFORMATION (unaudited)
June 30, 2010
Highland Credit Strategies Fund
Additional Portfolio Information
The Investment Adviser and its affiliates manage other accounts, including registered and
private funds and individual accounts. Although investment decisions for the Fund are made
independently from those of such other accounts, the Investment Adviser may, consistent with
applicable law, make investment recommendations to other clients or accounts that may be the same
or different from those made to the Fund, including investments in different levels of the capital
structure of a company, such as equity versus senior loans, or that take contrary provisions in
multiple levels of the capital structure. The Investment Adviser has adopted policies and
procedures that address the allocation of investment opportunities, execution of portfolio
transactions, personal trading by employees and other potential conflicts of interest that are
designed to ensure that all client accounts are treated equitably over time. Nevertheless, this
may create situations where a client could be disadvantaged because of the investment activities
conducted by the Investment Adviser for other client accounts. When the Fund and one or more of
such other accounts is prepared to invest in, or desires to dispose of, the same security,
available investments or opportunities for each will be allocated in a manner believed by the
Investment Adviser to be equitable to the Fund and such other accounts. The Investment Adviser also
may aggregate orders to purchase and sell securities for the Fund and such other accounts. Although
the Investment Adviser believes that, over time, the potential benefits of participating in volume
transactions and negotiating lower transaction costs should benefit all accounts including the
Fund, in some cases these activities may adversely affect the price paid or received by the Fund or
the size of the position obtained or disposed of by the Fund.
Dividend Reinvestment Plan
Unless the registered owner of Common Shares elects to receive cash by contacting BNY (the
Plan Agent), agent for shareholders in administering the Funds Dividend Reinvestment Plan (the
Plan), all dividends declared for your Common Shares of the Fund will be automatically
reinvested by BNY in additional Common Shares of the Fund. If a registered owner of Common Shares
elects not to participate in the Plan, you will receive all dividends in cash paid by check mailed
directly to you (or, if the shares are held in street or other nominee name, then to such nominee)
by BNY, as dividend disbursing agent. You may elect not to participate in the Plan and to receive
all dividends in cash by sending written instructions or by contacting BNY, as dividend disbursing
agent, at the address set forth below. Participation in the Plan is completely voluntary and may be
terminated or resumed at any time without penalty by contacting the Plan Agent before the dividend
record date; otherwise such termination or resumption will be effective with respect to any
subsequently declared dividend or other distribution. Some brokers may automatically elect to
receive cash on your behalf and may reinvest that cash in additional Common Shares of the Fund for
you.
The Plan Agent will open an account for each shareholder under the Plan in the same name in
which such shareholders Common Shares are registered. Whenever the Fund declares a dividend or
other distribution (together, a dividend) payable in cash, non-participants in the Plan will
receive cash and participants in the Plan will receive the equivalent in Common Shares. The Common
Shares will be acquired by the Plan Agent for the participants accounts, depending upon the
circumstances described below, either (i) through receipt of additional unissued but authorized
Common Shares from the Fund (newly issued Common Shares) or (ii) by purchase of outstanding
Common Shares on the open market (open-market purchases) on the New York Stock Exchange or
elsewhere.
If, on the payment date for any dividend, the market price per Common Share plus estimated
brokerage commissions is greater than the net asset value per Common Share (such condition being
referred to herein as market premium), the Plan Agent will invest the dividend amount in newly
issued Common Shares, including fractions, on behalf of the participants. The number of newly
issued Common Shares to be credited to each participants account will be determined by dividing
the dollar amount of the dividend by the net asset value per Common Share on the payment date;
provided that, if the net asset value per Common Share is less than 95% of the market price per
Common Share on the payment date, the dollar amount of the dividend will be divided by 95% of the
market price per Common Share on the payment date.
If, on the payment date for any dividend, the net asset value per Common Share is greater than
the market value per common share plus estimated brokerage commissions (such condition being
referred to herein as market discount), the Plan Agent will invest the dividend amount in Common
Shares acquired on behalf of the participants in open-market purchases.
In the event of a market discount on the payment date for any dividend, the Plan Agent will
have until the last business day before the next date on which the Common Shares trade on an
ex-dividend basis or 120 days after the payment date for such dividend, whichever is sooner (the
last purchase date), to invest the dividend amount in Common Shares acquired in open-market
purchases. It is contemplated that the Fund will pay monthly dividends. Therefore, the period
during which open-market purchases can be made will exist only from the payment date of each
dividend through the date before the ex-dividend date of the third month of the quarter. If,
before the Plan Agent has completed its open-market purchases, the market price of a Common Share
exceeds the net asset value per Common Share, the average per Common Share purchase price paid by
the Plan Agent may exceed the net asset value of the Common Shares, resulting in the acquisition
of fewer common shares than if the dividend had been paid in newly issued Common Shares on the
dividend payment date. Because of the foregoing difficulty with respect to open market purchases,
if the Plan Agent is unable to invest
Semi-Annual Report | 25
ADDITIONAL INFORMATION (unaudited)
June 30, 2010
Highland Credit Strategies Fund
the full dividend amount in open market
purchases during the purchase period or if
the market discount shifts to a market
premium during the purchase period, the Plan
Agent may cease making open-market purchases
and may invest the uninvested portion of the
dividend amount in newly issued Common Shares
at the net asset value per Common Share at
the close of business on the last purchase
date; provided that, if the net asset value
per Common Share is less than 95% of the
market price per Common Share on the payment
date, the dollar amount of the dividend will
be divided by 95% of the market price per
Common Share on the payment date.
The Plan Agent maintains all shareholders
accounts in the Plan and furnishes written
confirmation of all transactions in the
accounts, including information needed by
shareholders for tax records. Common Shares
in the account of each Plan participant will
be held by the Plan Agent on behalf of the
Plan participant, and each shareholder proxy
will include those shares purchased or
received pursuant to the Plan. The Plan Agent
will forward all proxy solicitation materials
to participants and vote proxies for shares
held under the Plan in accordance with the
instructions of the participants.
In the case of shareholders such as banks,
brokers or nominees which hold shares for
others who are the beneficial owners, the
Plan Agent will administer the Plan on the
basis of the number of Common Shares
certified from time to time by the record
shareholders name and held for the account
of beneficial owners who participate in the
Plan.
There will be no brokerage charges with
respect to Common Shares issued directly by
the Fund. However, each participant will pay
a pro rata share of brokerage commissions
incurred in connection with open-market
purchases. The automatic reinvestment of
dividends will not relieve participants of
any federal, state or local income tax that
may be payable (or required to be withheld)
on such dividends. Accordingly, any taxable
dividend received by a participant that is
reinvested in additional Common Shares will
be subject to federal (and possibly state and
local) income tax even though such
participant will not receive a corresponding
amount of cash with which to pay such taxes.
Participants who request a sale of shares
through the Plan Agent are subject to a $2.50
sales fee and pay a brokerage commission of
$0.05 per share sold.
The Fund reserves the right to amend or
terminate the Plan. There is no direct
service charge to participants in the Plan;
however, the Fund reserves the right to amend
the Plan to include a service charge payable
by the participants.
All correspondence concerning the Plan
should be directed to the Plan Agent at BNY,
301 Bellevue Parkway, Wilmington, Delaware
19809; telephone (877) 665-1287.
26 | Semi-Annual Report
THIS PAGE LEFT BLANK INTENTIONALLY.
THIS PAGE LEFT BLANK INTENTIONALLY.
IMPORTANT INFORMATION ABOUT THIS REPORT
Investment Adviser
Highland Capital Management, L.P.
NexBank Tower
13455 Noel Road, Suite 800
Dallas, TX 75240
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
101 Sabin Street
Pawtucket, RI 02860
Custodian
PFPC Trust Company
301 Bellevue Parkway
Wilmington, DE 19809
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas, TX 75201
Fund Counsel
Ropes & Gray LLP
One International Place
Boston, MA 02110
This report has been prepared for shareholders of Highland Credit Strategies Fund (the Fund).
The Fund mails one shareholder report to each shareholder address. If you would like more than one
report, please call shareholder services at 1-877-665-1287 to request that additional reports be
sent to you.
A description of the policies and procedures that the Fund uses to determine how to vote
proxies relating to its portfolio securities, and the Funds proxy voting record for the most
recent 12-month period ended June 30, are available
(i) without charge, upon request, by calling 1-877-665-1287 and (ii) on the SECs website
at http://www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the
SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q
are available on the SECs website at http://www.sec.gov and also may be reviewed and copied at
the SECs Public Reference Room in Washington, DC. Information on the Public Reference Room may
be obtained by calling 1-800-SEC-0330. Shareholders may also obtain the Form N-Q by visiting the
Funds website at www.highlandfunds.com.
On May 19, 2010, the Fund submitted a CEO annual certification to the New York Stock Exchange
(NYSE) on which the Funds principal executive officer certified that he was not aware, as of
the date, of any violation by the Fund of the NYSEs Corporate Governance listing standards. In
addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC
rules, the Funds principal executive officer and principal financial officer made quarterly
certifications, included in filings with the SEC on Forms N-CSR and N-Q relating to, among other
things, the Funds disclosure controls and procedures and internal controls over financial
reporting, as applicable.
Semi-Annual Report | 29
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed registrants.
Not applicable.
Item 6. Investments.
(a)
Schedule of Investments in securities of unaffiliated issuers as of the close of the
reporting period is included as part of the report to shareholders filed under Item 1 of this
form.
(b)
Not applicable.
Item 7.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
There has been no change, as of the date of this filing, in any of the portfolio managers
identified in response to paragraph (a)(1) of this Item in the registrants most recently filed
annual report on Form N-CSR.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers.
REGISTRANT PURCHASES OF EQUITY SECURITIES
(c) Total Number of Shares
(d) Maximum Number (or
(or Units) Purchased as
Approximate Dollar Value) of
(a) Total Number
(b) Average
Part of Publicly
Shares (or Units) that May Yet Be
of Shares (or
Price Paid per
Announced Plans or
Purchased Under the Plans or
Period
Units) Purchased
Share (or Unit)
Programs
Programs
01/01/10 01/31/10
39,088
6.98683
39,088
63,699,428
02/01/10 02/28/10
35,861
7.34420
35,861
63,699,428
05/01/10 05/31/10
34,936
7.1968
34,936
63,766,598
06/01/10 06/30/10
35,141
7.053301
35,141
63,766,598
Total
145,026
145,026
63,766,598
Footnote columns (c) and (d) of the table, by disclosing the following information in the
aggregate for all plans or programs publicly announced:
a.
The date each plan or program was announced: Purchases were made pursuant to an Automatic
Dividend Reinvestment Plan that was last filed with the SEC on June 21, 2006
b.
The dollar amount (or share or unit amount) approved: NONE
c.
The expiration date (if any) of each plan or program: NONE
d.
Each plan or program that has expired during the period covered by the table: NONE
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend
nominees to the registrants board of directors.
Item 11. Controls and Procedures.
(a)
The registrants principal executive and principal financial officers, or persons
performing similar functions, have concluded that the registrants disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as
amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days
of the filing date of the report that includes the disclosure required by this paragraph,
based on their evaluation of these controls and procedures required by Rule 30a-3(b) under
the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b)
There were no changes in the registrants internal control over financial reporting (as
defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the
registrants second fiscal quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting.
Item 12. Exhibits.
(a)(1)
Not applicable.
(a)(2)
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)
Not applicable.
(b)
Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-
Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(registrant)
Highland Credit Strategies Fund
By (Signature and Title)*
/s/ R. Joseph Dougherty
R. Joseph Dougherty, Chief Executive Officer and President
(principal executive officer)
Date
9/7/10
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By (Signature and Title)*
/s/ R. Joseph Dougherty
R. Joseph Dougherty, Chief Executive Officer and President
(principal executive officer)
Date
9/7/10
By (Signature and Title)*
/s/ M. Jason Blackburn
M. Jason Blackburn, Treasurer and Secretary
(principal financial officer)
Date
9/7/10
*
Print the name and title of each signing officer under his or her signature.