Form N-CSRS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21869
NEXPOINT CREDIT
STRATEGIES FUND
(Exact name of registrant as specified in charter)
200 Crescent Court
Suite 700
Dallas, Texas 75201
(Address of
principal executive offices)(Zip code)
NexPoint Advisors, L.P.
200 Crescent Court
Suite 700
Dallas, Texas 75201
(Name and Address
of Agent for Service)
Registrant’s telephone number, including area code: (877) 665-1287
Date of fiscal year end: December 31
Date of reporting
period: June 30, 2015
Item 1. Reports to Stockholders.
A copy of the Semi-Annual Report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “1940
Act”), is attached herewith.
NexPoint Credit Strategies Fund
Semi-Annual Report
June 30, 2015
NexPoint Credit Strategies Fund
TABLE OF CONTENTS
Economic and market conditions change frequently.
There is no assurance that the trends described in this report will continue or commence.
Privacy Policy
We recognize and respect your privacy expectations, whether you are a visitor to our web site, a potential shareholder, a current shareholder or
even a former shareholder.
Collection of Information. We may collect nonpublic personal information about you from the following
sources:
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Account applications and other forms, which may include your name, address and social security number, written and electronic correspondence and telephone
contacts; |
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Web site information, including any information captured through the use of “cookies”; and |
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Account history, including information about the transactions and balances in your accounts with us or our affiliates. |
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)
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NexPoint Credit Strategies Fund |
The NexPoint Credit Strategies Fund (the “Fund”) seeks to provide both current income and capital appreciation.
Total Net Assets of Common Shares as of June 30, 2015
$526.4 million
Portfolio Data as of June 30, 2015
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.
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Quality Breakdown as of 06/30/2015
(%)(1) |
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BB |
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6.2 |
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B |
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19.6 |
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CCC |
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12.3 |
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CC |
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5.9 |
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Not Rated |
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56.0 |
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Top 5 Sectors as of 06/30/2015
(%)(2) |
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Financial |
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34.5 |
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Real Estate Investment Trust |
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26.0 |
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Utility |
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22.4 |
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Media & Telecommunications |
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17.9 |
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Asset-Backed Securities |
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14.6 |
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Top 10 Holdings as of 06/30/2015
(%)(2) |
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Freedom, REIT (Common Stocks) |
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12.4 |
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Nexpoint Real Estate Capital, REIT (Common Stocks) |
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11.4 |
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Media General, Inc. (Common Stocks) |
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10.6 |
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NRG Energy, Inc. (Common Stocks) |
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7.7 |
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TerreStar Corp. (Common Stocks) |
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6.4 |
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Grayson CLO, Ltd. (Preferred Stocks) |
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6.2 |
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Argentine Republic Government International Bond 7.82%, 12/31/33
(Sovereign Bonds) |
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5.3 |
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Stratford CLO, Ltd. (Preferred Stocks) |
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4.9 |
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Metro-Goldwyn-Mayer, Inc. (Common Stocks) |
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4.7 |
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Greenbriar CLO, Ltd. (Preferred Stocks) |
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4.6 |
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(1) |
Quality is calculated as a percentage of total senior loans, asset-backed securities and corporate bonds & notes. Sectors and holdings are calculated as a percentage of
total net assets. The quality ratings reflected were issued by Standard & Poors, a nationally recognized statistical rating organization. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Quality
ratings reflect the credit quality of the underlying bonds in the Fund’s portfolio and not that of the Fund itself. Credit quality ratings assigned by a rating agency are subjective opinions, not statements of fact, and are subject to change,
including daily. The ratings assigned by credit rating agencies are but one of the considerations that the Fund’s investment adviser incorporates into its credit analysis process, along with such other issuer-specific factors as cash flows,
capital structure and leverage ratios, ability to de-leverage through free cash flow, quality of management, market positioning and access to capital, as well as such security-specific factors as the terms of the security (e.g., interest rate, and
time to maturity) and the amount of any collateral. Quality Ratings are subject to change. |
(2) |
Sectors and holdings are calculated as a percentage of total net assets. |
FINANCIAL STATEMENTS
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June 30, 2015 |
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NexPoint Credit Strategies Fund |
A guide to understanding the Fund’s financial statements
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Investment Portfolio |
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The Investment Portfolio details all of the Fund’s 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. |
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Statement of Assets and Liabilities |
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This statement details the Fund’s 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
Fund’s liabilities (including any unpaid expenses) from the total of the Fund’s 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. |
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Statement of Operations |
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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 Fund’s net increase or decrease in net assets from operations applicable to
common shareholders. |
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Statements of Changes in Net Assets |
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These statements detail how the Fund’s 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. |
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Statement of Cash Flows |
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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. |
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Financial Highlights |
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The Financial Highlights demonstrate how the Fund’s net asset value per common share was affected by the Fund’s operating results. The Financial Highlights also disclose the
Fund’s performance and certain key ratios (e.g., net expenses and net investment income as a percentage of average net assets). |
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Notes to Financial Statements |
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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. |
INVESTMENT PORTFOLIO (unaudited)
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As of June 30, 2015 |
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NexPoint Credit Strategies Fund |
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Principal Amount ($) |
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Value
($) |
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U.S. Senior Loans (a) - 13.7% |
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CHEMICALS - 0.5% |
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2,986,481 |
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Vertellus Specialties, Inc. Term Loan B 10/31/2019 (b) |
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2,827,197 |
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ENERGY - 0.3% |
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587,965 |
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Azure Midstream Energy LLC Term Loan B 7.50%, 11/15/2018 |
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586,495 |
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1,529,000 |
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Fieldwood Energy LLC Second Lien Term Loan 8.38%, 09/30/2020 |
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1,178,049 |
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1,764,544 |
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GAMING & LEISURE - 0.9% |
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3,883,480 |
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Ginn-LA CS Borrower LLC First Lien Tranche A Credit-Linked Deposit (c) |
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77,670 |
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8,322,966 |
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First Lien Tranche B Term Loan (c) |
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166,459 |
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8,496,252 |
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LLV Holdco LLC Exit Revolving Loan 5.00%, 02/28/2017 (d)(e) |
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4,195,449 |
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|
|
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4,439,578 |
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HOUSING - 0.0% |
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2,360,772 |
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LBREP/L-SunCal Master I LLC First Lien Term Loan B (c)(d)(f) |
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31,871 |
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INFORMATION TECHNOLOGY - 0.8% |
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4,168,000 |
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Scientific Games International, Inc. Term Loan B-2 10.00%, 12/01/2022 |
|
|
4,011,700 |
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MEDIA & TELECOMMUNICATIONS - 0.0% |
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2,578,841 |
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Endurance Business Media, Inc. Term Loan (c)(d) |
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— |
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SERVICE - 1.4% |
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14,753,487 |
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Weight Watchers International, Inc. Tranche B-2 Initial Term Loan 4.00%, 04/02/2020 |
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7,158,244 |
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TELECOMMUNICATIONS - 2.5% |
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13,175,710 |
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TerreStar Corp. Term Loan A 5.50%, 02/27/2020 (d) |
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13,109,831 |
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UTILITY - 7.3% |
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8,561,650 |
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Entegra TC LLC Third Lien Term Loan 9.25%, 10/02/2020 |
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8,454,629 |
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17,000,000 |
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Texas Competitive Electric Holdings Co. LLC Non-Extended Term Loan 4.67%, 10/10/2015 |
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9,692,975 |
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35,329,417 |
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Extended Term Loan 4.67%, 10/10/2017 |
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20,434,888 |
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38,582,492 |
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Total U.S. Senior Loans (Cost $105,594,319) |
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71,925,457 |
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Principal Amount |
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Value
($) |
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Foreign Denominated or Domiciled |
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Senior Loans (a) - 0.3% |
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MARSHALL ISLANDS - 0.3% |
|
|
USD |
|
|
|
|
|
|
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1,508,485 |
|
|
Drillships Financing Holding, Inc. Tranche Term Loan B-1 6.00%,
03/31/2021 |
|
|
1,238,210 |
|
|
|
|
|
|
|
|
|
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UNITED KINGDOM - 0.0% |
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USD |
|
|
972,906 |
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|
Henson No. 4, Ltd. Term Loan Facility B (c)(d) |
|
|
135,689 |
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|
983,159 |
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Term Loan Facility C (c)(d) |
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|
137,049 |
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272,738 |
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|
|
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|
Total Foreign Denominated or Domiciled Senior Loans (Cost $2,954,777) |
|
|
1,510,948 |
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|
Principal Amount ($) |
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|
Asset-Backed Securities (g)(h) - 14.6% |
|
|
10,000,000 |
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|
Acis CLO, Ltd. Series 2014-3A, Class E 5.03%, 02/01/2026 |
|
|
8,589,000 |
|
|
2,000,000 |
|
|
Series 2013-2A, Class E 5.21%, 10/14/2022 |
|
|
1,926,666 |
|
|
14,000,000 |
|
|
Series 2013-1A, Class SUB 5.83%, 04/18/2024 |
|
|
8,727,600 |
|
|
4,500,000 |
|
|
Series 2013-1A, Class E 5.88%, 04/18/2024 |
|
|
4,205,812 |
|
|
5,000,000 |
|
|
Series 2014-3A, Class F 5.88%, 02/01/2026 |
|
|
4,049,750 |
|
|
9,142,000 |
|
|
Series 2013-1A, Class F 6.78%, 04/18/2024 |
|
|
8,140,037 |
|
|
2,250,000 |
|
|
ALM VII, Ltd. Series 2013-7R2A, Class SUB 0.00%, 04/24/2024 |
|
|
1,884,375 |
|
|
1,000,000 |
|
|
Apidos CLO Series 2013-12A, Class F 5.18%, 04/15/2025 |
|
|
845,000 |
|
|
1,925,000 |
|
|
Betony CLO, Ltd. Series 2015-1A, Class SUB 0.00%, 04/15/2027 |
|
|
1,636,250 |
|
|
2,000,000 |
|
|
CFIP CLO, Ltd. Series 2014-1A, Class E 5.03%, 04/13/2025 |
|
|
1,780,000 |
|
|
1,000,000 |
|
|
CIFC Funding, Ltd. Series 2014-4A, Class F 5.87%, 10/17/2026 |
|
|
845,000 |
|
|
3,375,116 |
|
|
Eastland CLO, Ltd. Series 2007-1A, Class D 3.88%, 05/01/2022 |
|
|
3,076,840 |
|
|
1,000,000 |
|
|
Flagship CLO VIII, Ltd. Series 2014-8A, Class F 6.13%, 01/16/2026 |
|
|
830,000 |
|
|
2,915,407 |
|
|
Grayson CLO, Ltd. Series 2006-1A, Class D 3.88%, 11/01/2021 |
|
|
2,549,524 |
|
|
|
|
|
|
|
|
See accompanying Notes to Financial Statements. |
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|
3 |
INVESTMENT PORTFOLIO (unaudited) (continued)
|
|
|
As of June 30, 2015 |
|
NexPoint Credit Strategies Fund |
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Principal Amount ($) |
|
Value
($) |
|
|
|
Asset-Backed Securities (continued) |
|
|
850,000 |
|
|
Greywolf CLO, Ltd. Series 2013-1A, Class E 5.33%, 04/15/2025 |
|
|
713,065 |
|
|
3,000,000 |
|
|
Harbourview CLO, Ltd. Series 7A, Class E 5.41%, 11/18/2026 |
|
|
2,715,000 |
|
|
2,127,119 |
|
|
Hewett’s Island CDO, Ltd. Series 2007-1RA, Class E 7.03%, 11/12/2019 |
|
|
2,109,038 |
|
|
748,799 |
|
|
Highland Loan Funding V, Ltd. 2.76%, 08/01/2016 |
|
|
643,967 |
|
|
13,375,000 |
|
|
Highland Park CDO, Ltd. Series 2006-1A,
Class A2 0.66%, 11/25/2051 |
|
|
8,961,250 |
|
|
2,000,000 |
|
|
KVK CLO, Ltd. Series 2015-1A, Class E 6.03%, 05/20/2027 |
|
|
1,800,000 |
|
|
2,000,000 |
|
|
Lenox CDO, Ltd. Series 2005-1A, Class A1S 1.19%, 11/14/2043 |
|
|
1,800,000 |
|
|
1,000,000 |
|
|
Palmer Square CLO, Ltd. Series 2013-2A, Class D 5.62%, 10/17/2025 |
|
|
932,700 |
|
|
2,752,426 |
|
|
Rockwall CDO II, Ltd. Series 2007-1A, Class B2L 4.53%, 08/01/2024 |
|
|
2,434,108 |
|
|
1,500,000 |
|
|
Valhalla CLO, Ltd. Series 2004-1A, Class EIN 0.00%, 08/01/2016 |
|
|
412,500 |
|
|
2,100,000 |
|
|
Vibrant CLO II, Ltd. Series 2013-2A, Class E 5.78%, 07/24/2024 |
|
|
1,722,000 |
|
|
3,980,138 |
|
|
Westchester CLO, Ltd. Series 2007-1A, Class E 4.58%, 08/01/2022 |
|
|
3,686,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Asset-Backed Securities (Cost $75,068,628) |
|
|
77,015,540 |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds & Notes - 11.7% |
|
|
|
|
ENERGY - 1.5% |
|
|
|
|
|
877,000 |
|
|
American Energy-Permian Basin LLC 7.13%, 11/01/2020 (g) |
|
|
600,745 |
|
|
307,681 |
|
|
7.38%, 11/01/2021 (g) |
|
|
210,571 |
|
|
4,062,000 |
|
|
Arch Coal, Inc. 7.00%, 06/15/2019 (f) |
|
|
609,300 |
|
|
3,363,000 |
|
|
Linn Energy LLC 6.25%, 11/01/2019 |
|
|
2,648,362 |
|
|
2,493,000 |
|
|
Penn Virginia Corp. 8.50%, 05/01/2020 |
|
|
2,249,933 |
|
|
5,000,000 |
|
|
Venoco, Inc. 8.88%, 02/15/2019 (f) |
|
|
1,700,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,018,911 |
|
|
|
|
|
|
|
|
|
|
|
|
INFORMATION TECHNOLOGY - 3.8% |
|
|
23,971,250 |
|
|
Avaya, Inc. 10.50%, 03/01/2021 (g) |
|
|
19,896,137 |
|
|
|
|
|
|
|
|
|
|
|
|
TELECOMMUNICATIONS - 0.3% |
|
|
2,000,000 |
|
|
iHeartCommunications, Inc., PIK 14.00%, 02/01/2021 |
|
|
1,427,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount ($) |
|
Value
($) |
|
|
|
TRANSPORTATION - 0.1% |
|
|
3,750,000 |
|
|
DPH Holdings Corp. (c) |
|
|
126,563 |
|
|
3,933,000 |
|
|
DPH Holdings Corp. (c) |
|
|
132,739 |
|
|
8,334,000 |
|
|
DPH Holdings Corp. (c) |
|
|
281,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540,574 |
|
|
|
|
|
|
|
|
|
|
|
|
UTILITY - 6.0% |
|
|
9,363,025 |
|
|
Entegra TC LLC, PIK 10.00%, 10/03/2017 (g)(h) |
|
|
9,597,101 |
|
|
21,239,000 |
|
|
Ocean Rig UDW, Inc. 7.25%, 04/01/2019 (g) |
|
|
16,035,445 |
|
|
10,190,069 |
|
|
Texas Competitive Electric Holdings Co. LLC. (c)(g) |
|
|
3,062,500 |
|
|
24,000,000 |
|
|
Texas Competitive Electric Holdings Co. LLC. (c) |
|
|
2,820,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,515,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Corporate Bonds & Notes (Cost $78,678,456) |
|
|
61,398,168 |
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount |
|
|
|
|
|
Foreign Corporate Bonds & Notes (g) - 1.0% |
|
|
|
CANADA - 0.9% |
|
|
USD |
|
|
5,069,000 |
|
|
Tervita Corp. 8.00%, 11/15/2018 |
|
|
4,638,135 |
|
|
|
|
|
|
|
|
|
|
|
|
NETHERLANDS - 0.1% |
|
|
USD |
|
|
64,515,064 |
|
|
Celtic Pharma Phinco BV, PIK (c) |
|
|
645,151 |
|
|
28,665,284 |
|
|
Celtic Pharma Phinco BV, PIK (c)(d) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Foreign Corporate Bonds & Notes (Cost $67,323,527) |
|
|
5,283,286 |
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount ($) |
|
|
|
|
|
Sovereign Bonds (c) - 12.5% |
|
|
10,000,000 |
|
|
Argentine Republic Government International Bond 2.50%, 12/31/2038 (i) |
|
|
5,400,000 |
|
|
27,522,000 |
|
|
7.82%, 12/31/2033 |
|
|
27,905,159 |
|
|
15,137,122 |
|
|
7.82%, 12/31/2033 |
|
|
15,347,860 |
|
|
11,216,324 |
|
|
8.28%, 12/31/2033 |
|
|
10,767,671 |
|
|
7,010,200 |
|
|
8.28%, 12/31/2033 |
|
|
6,607,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sovereign Bonds (Cost $68,747,127) |
|
|
66,027,804 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
Common Stocks - 78.2% |
|
|
|
BROADCASTING - 0.6% |
|
|
2,317,006 |
|
|
Communications Corp. of America (d)(j)(k) |
|
|
3,058,448 |
|
|
|
|
|
|
|
|
|
|
|
|
CONSUMER DISCRETIONARY - 5.4% |
|
|
355,925 |
|
|
American Airlines Group, Inc. (l) |
|
|
14,213,865 |
|
|
24,950 |
|
|
Apollo Group, Inc., Class A (j)(l) |
|
|
321,356 |
|
|
2,050 |
|
|
Coca-Cola Enterprises, Inc. (f) |
|
|
89,052 |
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
See accompanying Notes to Financial Statements. |
INVESTMENT PORTFOLIO (unaudited) (continued)
|
|
|
As of June 30, 2015 |
|
NexPoint Credit Strategies Fund |
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Value
($) |
|
|
|
Common Stocks (continued) |
|
|
|
CONSUMER DISCRETIONARY (continued) |
|
|
1,057,918 |
|
|
K12, Inc. (j)(l) |
|
|
13,382,662 |
|
|
29,825 |
|
|
Staples, Inc. (f) |
|
|
456,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,463,556 |
|
|
|
|
|
|
|
|
|
|
|
|
CONSUMER STAPLES - 0.0% |
|
|
2,650 |
|
|
Dr. Pepper Snapple Group, Inc. (l) |
|
|
193,185 |
|
|
|
|
|
|
|
|
|
|
|
|
ENERGY - 2.1% |
|
|
161,280 |
|
|
Atlantic Power Corp. (f) |
|
|
496,742 |
|
|
3,360 |
|
|
California Resources Corp. |
|
|
20,294 |
|
|
2,060,928 |
|
|
Ocean Rig UDW, Inc. (l) |
|
|
10,572,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,089,597 |
|
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL - 4.7% |
|
|
1,000,000 |
|
|
Adelphia Recovery Trust (j) |
|
|
2,000 |
|
|
46,601 |
|
|
American Banknote Corp. |
|
|
240,927 |
|
|
917,785 |
|
|
Fortress Investment Group LLC, Class A (l) |
|
|
6,699,830 |
|
|
83,904 |
|
|
MPM Holdings, Inc. (j) |
|
|
2,475,168 |
|
|
7,714,891 |
|
|
Specialty Finance, Inc. (d)(j)(m)(n) |
|
|
7,403,981 |
|
|
1,175,233 |
|
|
SWS Group, Inc. (d)(j)(l) |
|
|
8,120,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,942,766 |
|
|
|
|
|
|
|
|
|
|
|
|
GAMING & LEISURE - 0.0% |
|
|
14 |
|
|
LLV Holdco LLC - Litigation Trust Units (d)(n) |
|
|
— |
|
|
26,712 |
|
|
LLV Holdco LLC - Series A, Membership Interest (d)(n) |
|
|
— |
|
|
144 |
|
|
LLV Holdco LLC - Series B, Membership Interest (d)(n) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
HEALTHCARE - 0.5% |
|
|
24,000,000 |
|
|
Genesys Ventures IA, LP (d)(j) |
|
|
2,486,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
HOUSING - 0.2% |
|
|
|
|
|
368,150 |
|
|
CCD Equity Partners LLC (d)(j) |
|
|
1,159,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
INDUSTRIALS - 0.8% |
|
|
|
|
|
6,241,435 |
|
|
DryShips, Inc. (j)(l) |
|
|
3,752,351 |
|
|
18,550 |
|
|
JetBlue Airways Corp. (j) |
|
|
385,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,137,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
INFORMATION TECHNOLOGY - 3.9% |
|
|
|
|
|
833 |
|
|
CDK Global, Inc. (f) |
|
|
44,965 |
|
|
563,485 |
|
|
Corning, Inc. (l) |
|
|
11,117,559 |
|
|
1 |
|
|
Magnachip Semiconductor Corp. (j) |
|
|
8 |
|
|
185,272 |
|
|
Microsoft Corp. (l) |
|
|
8,179,759 |
|
|
27,450 |
|
|
NetApp, Inc. (l) |
|
|
866,322 |
|
|
11,600 |
|
|
Teradata Corp. (j)(l) |
|
|
429,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,637,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
MEDIA & TELECOMMUNICATIONS - 17.9% |
|
|
|
|
|
6,480 |
|
|
Endurance Business Media, Inc., Class A (d)(j) |
|
|
— |
|
|
18,000 |
|
|
Gray Television, Inc., Class A (j) |
|
|
234,630 |
|
|
39,684 |
|
|
Loral Space & Communications, Inc. (j) |
|
|
2,504,854 |
|
|
3,384,100 |
|
|
Media General, Inc. (j)(l) |
|
|
55,905,332 |
|
|
308,875 |
|
|
Metro-Goldwyn-Mayer, Inc., Class A (j)(o) |
|
|
24,486,066 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Value
($) |
|
|
372,971 |
|
|
MPM Holdings, Inc. (j) |
|
|
11,002,645 |
|
|
645 |
|
|
Time, Inc. |
|
|
14,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,148,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE - 0.0% |
|
|
|
|
|
346,510 |
|
|
Allenby (d)(n) |
|
|
— |
|
|
3,746,746 |
|
|
Claymore (d)(n) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE INVESTMENT TRUST - 26.0% |
|
|
|
|
|
25,040,536 |
|
|
Freedom, REIT (d)(n) |
|
|
65,355,798 |
|
|
5,572,182 |
|
|
Nexpoint Real Estate Capital, REIT (d)(n) |
|
|
60,129,412 |
|
|
1,150,027 |
|
|
Spirit Realty Capital, Inc., REIT (l) |
|
|
11,120,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136,605,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
TELECOMMUNICATIONS - 6.4% |
|
|
|
|
|
110,872 |
|
|
TerreStar Corp. (d)(j) |
|
|
33,690,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
UTILITY - 9.1% |
|
|
|
|
|
26,220 |
|
|
Entegra TC LLC, Class A (j) |
|
|
7,407,150 |
|
|
1,272,973 |
|
|
Entegra TC LLC, Class B (j) |
|
|
19,095 |
|
|
1,773,263 |
|
|
NRG Energy, Inc. (l) |
|
|
40,572,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,998,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
WIRELESS COMMUNICATIONS - 0.6% |
|
|
|
|
|
2,260,529 |
|
|
Pendrell Corp. (j) |
|
|
3,096,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stocks (Cost $539,873,082) |
|
|
411,709,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stocks (g) - 29.8% |
|
|
|
|
|
|
|
FINANCIAL - 29.8% |
|
|
|
|
|
14,500 |
|
|
Aberdeen Loan Funding, Ltd. |
|
|
5,731,850 |
|
|
1,200 |
|
|
Brentwood CLO, Ltd. |
|
|
636,000 |
|
|
13,800 |
|
|
Brentwood CLO, Ltd. |
|
|
7,314,000 |
|
|
34,500 |
|
|
Eastland CLO, Ltd. |
|
|
19,535,625 |
|
|
5,000 |
|
|
Eastland Investors Corp. |
|
|
2,831,250 |
|
|
7,750 |
|
|
Gleneagles CLO, Ltd. |
|
|
2,208,750 |
|
|
62,600 |
|
|
Grayson CLO, Ltd., Series II |
|
|
32,771,100 |
|
|
1,500 |
|
|
Grayson Investors Corp. |
|
|
785,250 |
|
|
39,000 |
|
|
Greenbriar CLO, Ltd. |
|
|
24,472,500 |
|
|
3,750 |
|
|
Greenbriar CLO, Ltd. |
|
|
2,353,125 |
|
|
2,500 |
|
|
Liberty CLO, Ltd. |
|
|
990,375 |
|
|
8,500 |
|
|
Red River CLO, Ltd., Series PS-2 |
|
|
3,170,144 |
|
|
10,500 |
|
|
Rockwall CDO, Ltd. |
|
|
7,656,600 |
|
|
6,000 |
|
|
Southfork CLO, Ltd. |
|
|
2,845,200 |
|
|
41,500 |
|
|
Stratford CLO, Ltd. |
|
|
25,937,500 |
|
|
29,007 |
|
|
Westchester CLO, Ltd. |
|
|
17,342,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156,581,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Preferred Stocks (Cost $169,308,711) |
|
|
156,581,901 |
|
|
|
|
|
|
|
|
|
|
|
|
Exchange-Traded Funds (j) - 2.8% |
|
|
23,400 |
|
|
Direxion Daily Gold Miners Bull 3x Shares, ETF (l) |
|
|
189,774 |
|
|
27,200 |
|
|
ProShares Ultra Gold, ETF |
|
|
1,007,488 |
|
|
227,426 |
|
|
ProShares Ultra Silver, ETF (l) |
|
|
8,330,614 |
|
|
183,305 |
|
|
ProShares UltraShort Nasdaq Biotechnology, ETF (l) |
|
|
5,264,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Exchange-Traded Funds (Cost $32,261,993) |
|
|
14,792,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Financial Statements. |
|
|
|
|
|
5 |
INVESTMENT PORTFOLIO (unaudited) (continued)
|
|
|
As of June 30, 2015 |
|
NexPoint Credit Strategies Fund |
|
|
|
|
|
|
|
|
|
|
|
Units |
|
Value
($) |
|
|
|
Warrants (d)(j) - 0.0% |
|
|
|
GAMING & LEISURE - 0.0% |
|
|
602 |
|
|
LLV Holdco LLC - Series C, Membership Interest, expires 07/15/15 |
|
|
— |
|
|
828 |
|
|
LLV Holdco LLC - Series D, Membership Interest, expires 07/15/15 |
|
|
— |
|
|
925 |
|
|
LLV Holdco LLC - Series E, Membership Interest, expires 07/15/15 |
|
|
— |
|
|
1,041 |
|
|
LLV Holdco LLC - Series F, Membership Interest, expires 07/15/15 |
|
|
— |
|
|
1,179 |
|
|
LLV Holdco LLC - Series G, Membership Interest, expires 07/15/15 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Warrants (Cost $—) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Contracts |
|
|
|
Purchased Call Options (p) - 2.0% |
|
|
9,000 |
|
|
Anadarko Petroleum Corp., Strike price $72.50, expires 01/15/2016 |
|
|
8,460,000 |
|
|
4,000 |
|
|
Anadarko Petroleum Corp., Strike price $80.00, expires 01/15/2016 |
|
|
2,100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Purchased Call Options (Cost $14,084,999) |
|
|
10,560,000 |
|
|
|
|
|
|
|
|
|
|
|
Total Investments - 166.6% |
|
|
876,804,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $1,153,895,619) |
|
|
|
|
|
|
|
Securities Sold Short - (6.0)% |
|
|
|
|
|
|
Common Stocks (q) - (6.0)% |
|
|
|
|
ENERGY - (1.8)% |
|
|
|
|
|
139,500 |
|
|
Cheniere Energy, Inc. |
|
|
(9,661,770 |
) |
|
8,451 |
|
|
Seventy Seven Energy, Inc. |
|
|
(36,255 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,698,025 |
) |
|
|
|
|
|
|
|
|
|
|
|
HEALTHCARE - (2.3)% |
|
|
16,000 |
|
|
Alexion Pharmaceuticals, Inc. |
|
|
(2,892,320 |
) |
|
266,800 |
|
|
Myriad Genetics, Inc. |
|
|
(9,068,532 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,960,852 |
) |
|
|
|
|
|
|
|
|
|
|
|
INFORMATION TECHNOLOGY - (1.9)% |
|
|
114,750 |
|
|
Zillow Group, Inc., Class A |
|
|
(9,953,415 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stocks (Proceeds $35,693,803) |
|
|
(31,612,292 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Securities Sold Short (Proceeds $35,693,803) |
|
|
(31,612,292 |
) |
|
|
|
|
|
|
|
|
|
|
Other Assets & Liabilities, Net - (60.6)% |
|
|
(318,814,994 |
) |
|
|
|
|
|
|
|
|
|
|
Net Assets - 100.0% |
|
|
526,377,545 |
|
|
|
|
|
|
|
|
|
|
(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, all senior loans carry a variable rate of 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, 2015.
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 as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining 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) |
The issuer is, or is in danger of being, in default of its payment obligation. Income is not being accrued. |
(d) |
Represents fair value as determined by the Fund’s 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 value of $199,015,139, or 37.8% of net assets, were fair valued under the Fund’s valuation procedures as of June 30, 2015. |
(e) |
Fixed rate senior loan. |
(f) |
All or part of the security is pledged as collateral for the Committed Facility Agreement with BNP Paribas Prime Brokerage, Inc. The market value of the securities pledged as
collateral was $141,127,997. |
(g) |
Securities exempt from registration under Rule 144A of the 1933 Act. These securities may only be resold in transaction exempt from registration to qualified institutional
buyers. At June 30, 2015, these securities amounted to $288,283,226 or 54.8% of net assets. |
(h) |
Variable or floating rate security. The interest rate shown reflects the rate in effect June 30, 2015. |
(i) |
Step coupon bond. The interest rate shown reflects the rate in effect June 30, 2015 and will reset at a future date. |
(j) |
Non-income producing security. |
(k) |
Shares are held in an escrow account. |
(l) |
All or part of this security is pledged as collateral for short sales and written options contracts. The market value of the securities pledged as collateral was $188,151,120.
|
(m) |
This investment is made up of the fair value of ten life settlement contracts. |
(n) |
Affiliated issuer. Assets with a total aggregate market value of $132,889,195, or 25.2% of net assets, were affiliated with the Fund as of June 30, 2015.
|
(o) |
Restricted Securities. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have
the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under the procedures established by the Fund’s
Board of Trustees. |
(p) |
Options are shown at market value. |
(q) |
No dividend payable on security sold short. |
Currency
Abbreviations:
|
|
|
EUR |
|
Euro Currency |
GBP |
|
British Pound |
USD |
|
United States Dollar |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
See accompanying Notes to Financial Statements. |
INVESTMENT PORTFOLIO (unaudited) (continued)
|
|
|
As of June 30, 2015 |
|
NexPoint Credit Strategies Fund |
Glossary:
|
|
|
CDO |
|
Collateralized Debt Obligation |
CLO |
|
Collateralized Loan Obligation |
ETF |
|
Exchange-Traded Fund |
PIK |
|
Payment-in-Kind |
REIT |
|
Real Estate Investment Trust |
Written options contracts outstanding as of June 30, 2015 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Exercise Price |
|
|
Expiration Date |
|
|
Number of Contracts |
|
|
Premium |
|
|
Value |
|
WRITTEN PUT OPTIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Anadarko Petroleum Corp. |
|
$ |
80.00 |
|
|
|
January 2016 |
|
|
|
4,000 |
|
|
$ |
2,529,793 |
|
|
$ |
(2,980,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Written Options Contracts |
|
|
|
|
|
|
$ |
2,529,793 |
|
|
$ |
(2,980,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Denominated or Domiciled Senior
Loans and Foreign Corporate Bonds & Notes Industry Concentration Table: (% of Net Assets) |
|
Service |
|
|
0.9 |
% |
Energy |
|
|
0.3 |
% |
Healthcare |
|
|
0.1 |
% |
Retail |
|
|
0.0 |
%(1) |
|
|
|
|
|
Total |
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Financial Statements. |
|
|
|
|
|
7 |
STATEMENT OF ASSETS AND LIABILITIES
|
|
|
As of June 30, 2015 (unaudited) |
|
NexPoint Credit Strategies Fund |
|
|
|
|
|
|
|
($) |
|
Assets |
|
|
|
|
Investments from unaffiliated issuers, at value (cost $900,456,311) |
|
|
743,915,636 |
|
Affiliated issuers, at value (cost $253,439,308) (Note 11) |
|
|
132,889,195 |
|
|
|
|
|
|
Total Investments, at value (cost $1,153,895,619) |
|
|
876,804,831 |
|
Receivable for: |
|
|
|
|
Investments sold |
|
|
50,773,833 |
|
Dividends and interest |
|
|
7,270,452 |
|
Prepaid expenses and other assets |
|
|
771,613 |
|
|
|
|
|
|
Total assets |
|
|
935,620,729 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
Due to custodian |
|
|
43,151,979 |
|
Notes payable (Note 6) |
|
|
261,850,000 |
|
Securities sold short, at value (proceeds $35,693,803) (Notes 2 and 9) |
|
|
31,612,292 |
|
Written options contracts, at value (premiums $2,529,793) (Note 3) |
|
|
2,980,000 |
|
Due to broker (Note 2) |
|
|
44,932,775 |
|
|
|
Payable for: |
|
|
|
|
Investments purchased |
|
|
23,161,018 |
|
Investment advisory fees and administration fees (Note 8) |
|
|
825,498 |
|
Trustees’ fees |
|
|
25,732 |
|
Interest expense (Note 6) |
|
|
435,673 |
|
Accrued expenses and other liabilities |
|
|
268,217 |
|
|
|
|
|
|
Total liabilities |
|
|
409,243,184 |
|
|
|
|
|
|
Net Assets Applicable to Common Shares |
|
|
526,377,545 |
|
|
|
|
|
|
|
|
Net Assets Consist of: |
|
|
|
|
Par value (Note 1) |
|
|
63,881 |
|
Paid-in capital in excess of par value of common shares |
|
|
941,655,463 |
|
Undistributed net investment income |
|
|
0 |
|
Accumulated net realized loss from investments, securities sold short and foreign currency transactions |
|
|
(141,809,731 |
) |
Net unrealized depreciation on investments, securities sold short, written options contracts and translation of assets and liabilities
denominated in foreign currency |
|
|
(273,532,068 |
) |
|
|
|
|
|
Net Assets Applicable to Common Shares |
|
|
526,377,545 |
|
|
|
|
|
|
|
|
Common Shares |
|
|
|
|
Net assets |
|
|
526,377,545 |
|
Shares outstanding (unlimited authorization) |
|
|
63,881,473 |
|
Net asset value per share (Net assets/shares outstanding) |
|
|
8.24 |
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
See accompanying Notes to Financial Statements. |
STATEMENT OF OPERATIONS
|
|
|
For the Six Months Ended June 30, 2015 (unaudited) |
|
NexPoint Credit Strategies Fund |
|
|
|
|
|
|
|
($) |
|
Investment Income |
|
|
|
|
Dividends from unaffiliated issuers |
|
|
28,231,376 |
|
Dividends from affiliated issuers (Note 11) |
|
|
111,769,675 |
|
Less: Foreign taxes withheld |
|
|
(4,827 |
) |
Securities lending income (Note 4) |
|
|
43,653 |
|
Interest from unaffiliated issuers |
|
|
11,067,828 |
|
Other income |
|
|
15,728 |
|
|
|
|
|
|
Total Income |
|
|
151,123,433 |
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
Investment advisory fees (Note 8) |
|
|
5,368,097 |
|
Administration fees (Note 8) |
|
|
1,073,620 |
|
Transfer agent fees |
|
|
34,646 |
|
Trustees’ fees (Note 8) |
|
|
47,302 |
|
Accounting services fees |
|
|
132,728 |
|
Audit fees |
|
|
109,616 |
|
Legal fees |
|
|
541,212 |
|
Registration fees |
|
|
22,347 |
|
Insurance |
|
|
62,862 |
|
Reports to shareholders |
|
|
86,785 |
|
Interest expense (Note 6) |
|
|
2,175,663 |
|
Dividends and fees on securities sold short (Note 2) |
|
|
640,096 |
|
Other expenses |
|
|
277,885 |
|
|
|
|
|
|
Total operating expenses |
|
|
10,572,859 |
|
|
|
|
|
|
Net investment income |
|
|
140,550,574 |
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gain (Loss) on Investments |
|
|
|
|
Net realized gain/(loss) on investments from unaffiliated issuers |
|
|
4,032,053 |
|
Net realized gain/(loss) on securities sold short (Note 2) |
|
|
3,328,595 |
|
Net realized gain/(loss) on written options contracts (Note 3) |
|
|
409,248 |
|
Net realized gain/(loss) on foreign currency transactions |
|
|
(443,551 |
) |
Net change in unrealized appreciation/(depreciation) on investments |
|
|
(130,884,678 |
) |
Net change in unrealized appreciation/(depreciation) on securities sold short (Note 2) |
|
|
2,536,934 |
|
Net change in unrealized appreciation/(depreciation) on written options contracts (Note 3) |
|
|
984,173 |
|
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities denominated in foreign
currency |
|
|
40,354 |
|
|
|
|
|
|
Net realized and unrealized gain/(loss) on investments |
|
|
(119,996,872 |
) |
|
|
|
|
|
Total decrease in net assets resulting from operations |
|
|
20,553,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Financial Statements. |
|
|
|
|
|
9 |
STATEMENTS OF CHANGES IN NET ASSETS
|
|
|
|
|
NexPoint Credit Strategies Fund |
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2015 (unaudited) ($) |
|
|
Year Ended December 31, 2014 ($) |
|
From Operations |
|
|
|
|
|
|
|
|
Net investment income |
|
|
140,550,574 |
|
|
|
52,656,114 |
|
Net realized gain/(loss) on investments, securities sold short and foreign currency transactions |
|
|
7,326,345 |
|
|
|
238,753,558 |
|
Net change in unrealized depreciation on investments, securities sold short, written options contracts and translation of assets and
liabilities denominated in foreign currency |
|
|
(127,323,217 |
) |
|
|
(110,619,647 |
) |
|
|
|
|
|
|
|
|
|
Net change in net assets from operations |
|
|
20,553,702 |
|
|
|
180,790,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared to Common Shareholders |
|
|
|
|
|
|
|
|
From net investment income |
|
|
(22,997,330 |
) |
|
|
(44,397,624 |
) |
Spin-Off (Note 12) |
|
|
(332,056,224 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total distributions declared to common shareholders |
|
|
(355,053,554 |
) |
|
|
(44,397,624 |
) |
|
|
|
|
|
|
|
|
|
Total increase/(decrease) in net assets from common shares |
|
|
(334,499,852 |
) |
|
|
136,392,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Shareholders |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
860,877,397 |
|
|
|
724,484,996 |
|
|
|
|
|
|
|
|
|
|
End of period (including undistributed net investment income of $0 and $17,839,665 respectively) |
|
|
526,377,545 |
|
|
|
860,877,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Common Shares |
|
|
|
|
|
|
|
|
Net increase/(decrease) in common shares |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
See accompanying Notes to Financial Statements. |
STATEMENT OF CASH FLOWS
|
|
|
For the Six Months Ended June 30, 2015 |
|
NexPoint Credit Strategies Fund |
|
|
|
|
|
|
|
($) |
|
Cash Flows Provided by Operating Activities |
|
|
|
|
Net increase in net assets from operations |
|
|
20,553,702 |
|
|
|
Adjustments to Reconcile Net Investment Income to Net Cash Provided by Operating Activities |
|
|
|
|
Purchases of investment securities from unaffiliated issuers |
|
|
(321,597,029 |
) |
Proceeds from disposition investment securities from unaffiliated issuers |
|
|
769,053,295 |
|
Purchases of investment securities from affiliated issuers |
|
|
(132,553,980 |
) |
Purchases of purchased options |
|
|
(4,505,120 |
) |
Purchases of securities sold short |
|
|
(19,195,712 |
) |
Proceeds from securities sold short |
|
|
24,576,477 |
|
Paydowns at cost |
|
|
434,579 |
|
Net accretion of discount |
|
|
(1,992,054 |
) |
Net premium received on open written options contracts |
|
|
1,643,022 |
|
Net realized gain on investments from unaffiliated issuers |
|
|
(4,032,053 |
) |
Net realized gain on securities sold short, written options contracts and foreign currency transactions |
|
|
(3,294,292 |
) |
Net change in unrealized appreciation/(depreciation) on investments, securities sold short, written options contracts and translation of
assets and liabilities denominated in foreign currency |
|
|
127,323,217 |
|
Increase in receivable for investments sold |
|
|
(4,188,549 |
) |
Increase in receivable for dividends and interest |
|
|
(77,935 |
) |
Increase in other assets |
|
|
(682,222 |
) |
Increase in payable for investments purchased |
|
|
6,087,469 |
|
Decrease in payable for Due to Broker |
|
|
(11,920,837 |
) |
Decrease in payables to related parties |
|
|
(266,036 |
) |
Increase in payable for interest expense |
|
|
21,659 |
|
Decrease in accrued expenses and other liabilities |
|
|
(156,744 |
) |
|
|
|
|
|
Net cash flow provided by operating activities |
|
|
445,230,857 |
|
|
|
Cash Flows Used In Financing Activities |
|
|
|
|
Decrease in notes payable |
|
|
(123,486,455 |
) |
Distributions paid in cash |
|
|
(22,997,330 |
) |
Spin-Off (Note 12) |
|
|
(332,056,224 |
) |
|
|
|
|
|
Net cash flow used in financing activities |
|
|
(478,540,009 |
) |
Effect of exchange rate changes on cash |
|
|
(403,197 |
) |
|
|
|
|
|
Net decrease in cash |
|
|
(33,712,349 |
) |
|
|
Cash & Foreign Currency/Due to Custodian |
|
|
|
|
Beginning of the year |
|
|
(9,439,630 |
) |
|
|
|
|
|
End of the year |
|
|
(43,151,979 |
) |
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
Cash paid during the year for interest |
|
|
2,154,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Financial Statements. |
|
|
|
|
|
11 |
FINANCIAL HIGHLIGHTS
|
|
|
|
|
NexPoint Credit Strategies Fund |
Selected data for a share outstanding throughout each period is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
2015 (unaudited) 2015 |
|
|
For the Years Ended December 31, |
|
Common Shares Per Share Operating Performance: |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
Net Asset Value, Beginning of Period |
|
$ |
13.48 |
|
|
$ |
11.34 |
|
|
$ |
7.46 |
|
|
$ |
6.94 |
|
|
$ |
7.72 |
|
|
$ |
7.20 |
|
Income from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
2.20
|
(g)
|
|
|
0.82 |
|
|
|
0.63 |
|
|
|
0.43 |
|
|
|
0.47 |
|
|
|
0.59 |
|
Net realized and unrealized gain/(loss) |
|
|
(1.88 |
) |
|
|
2.02 |
|
|
|
3.80 |
|
|
|
0.52 |
|
|
|
(0.72 |
) |
|
|
0.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations |
|
|
0.32 |
|
|
|
2.84 |
|
|
|
4.43 |
|
|
|
0.95 |
|
|
|
(0.25 |
) |
|
|
1.15 |
|
Less Distributions Declared to Common Shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income |
|
|
(0.36 |
) |
|
|
(0.70 |
) |
|
|
(0.55 |
) |
|
|
(0.43 |
) |
|
|
(0.53 |
) |
|
|
(0.63 |
) |
From spin-off (Note 12) |
|
|
(5.20 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions declared to common shareholders |
|
|
(5.56 |
) |
|
|
(0.70 |
) |
|
|
(0.55 |
) |
|
|
(0.43 |
) |
|
|
(0.53 |
) |
|
|
(0.63 |
) |
Net Asset Value, End of Period |
|
$ |
8.24 |
|
|
$ |
13.48 |
|
|
$ |
11.34 |
|
|
$ |
7.46 |
|
|
$ |
6.94 |
|
|
$ |
7.72 |
|
Market Value, End of Period |
|
$ |
7.33 |
|
|
$ |
11.23 |
|
|
$ |
9.42 |
|
|
$ |
6.64 |
|
|
$ |
6.18 |
|
|
$ |
7.58 |
|
Market Value Total Return(a) |
|
|
10.45
|
%(b) |
|
|
26.77 |
% |
|
|
52.03 |
% |
|
|
14.73 |
% |
|
|
(12.18 |
)% |
|
|
30.76 |
% |
Ratios and Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in 000’s) |
|
$ |
526,378 |
|
|
$ |
860,877 |
|
|
$ |
724,485 |
|
|
$ |
476,263 |
|
|
$ |
443,048 |
|
|
$ |
492,753 |
|
Common Share Information at End of Period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios based on average net assets of common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross operating expenses(c)(d) |
|
|
3.02
|
%(e)
|
|
|
2.48 |
% |
|
|
2.82 |
% |
|
|
3.14 |
% |
|
|
3.15 |
% |
|
|
3.14 |
% |
Fees and expenses waived |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
(0.14 |
)% |
Net operating
expenses(c) |
|
|
3.02
|
%(e)
|
|
|
2.48 |
% |
|
|
2.82 |
% |
|
|
3.14 |
% |
|
|
3.15 |
% |
|
|
3.00 |
% |
Net investment income |
|
|
40.20
|
%(e)(h)
|
|
|
6.45 |
% |
|
|
7.01 |
% |
|
|
6.00 |
% |
|
|
6.24 |
% |
|
|
7.92 |
% |
Ratios based on managed net assets of common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross operating expenses(c)(f) |
|
|
1.97
|
%(e)
|
|
|
1.68 |
% |
|
|
1.98 |
% |
|
|
2.26 |
% |
|
|
2.27 |
% |
|
|
2.51 |
% |
Fees and expenses waived |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
(0.11 |
)% |
Net operating
expenses(c) |
|
|
1.97
|
%(e)
|
|
|
1.68 |
% |
|
|
1.98 |
% |
|
|
2.26 |
% |
|
|
2.27 |
% |
|
|
2.40 |
% |
Net investment income |
|
|
26.18
|
%(e)(i)
|
|
|
4.38 |
% |
|
|
4.91 |
% |
|
|
4.32 |
% |
|
|
4.50 |
% |
|
|
6.34 |
% |
Portfolio turnover rate |
|
|
17
|
%(b)
|
|
|
59 |
% |
|
|
74 |
% |
|
|
92 |
% |
|
|
52 |
% |
|
|
91 |
% |
(a) |
Based on market value per share. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund’s Dividend
Reinvestment Plan. |
(c) |
Includes dividends and expenses on securities sold short. |
(d) |
Gross operating expenses (excluding interest expense and commitment fees) were 2.40% for the period ended June 30, 2015. Gross operating expenses (excluding interest expense
and commitment fees) were 1.98%, 2.22%, 2.22%, 2.23% and 2.13% for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, respectively. |
(f) |
Gross operating expenses (excluding interest expense and commitment fees) were 1.56% for the period ended June 30, 2015. Gross operating expenses (excluding interest expense
and commitment fees) were 1.34%, 1.56%, 1.60%, 1.61% and 1.70% for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, respectively. |
(g) |
Includes non-recurring dividend from Freedom REIT. (See Note 12). |
(h) |
Net investment income (excluding non-recurring dividend from Freedom REIT) was 8.23%. (See Note 12). |
(i) |
Net investment income (excluding non-recurring dividend from Freedom REIT) was 5.36%. (See Note 12). |
|
|
|
|
|
|
|
12 |
|
|
|
|
|
See accompanying Notes to Financial Statements. |
NOTES TO FINANCIAL STATEMENTS (unaudited)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
Note 1. Organization
NexPoint 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 financial statements include information for the six months ended June 30, 2015. The Fund trades on the New York Stock Exchange
(“NYSE”) under the ticker symbol NHF. 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. NexPoint Advisors, L.P.
(“NexPoint”) or “Investment Adviser”, an affiliate of Highland Capital Management Fund Advisors, L.P. (“Highland”), is the investment adviser and administrator to the Fund.
Note 2. Significant Accounting Policies
The following
summarizes the significant accounting policies consistently followed by the Fund in the preparation of its financial statements.
Use of Estimates
The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to
investment companies. The Fund’s 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
Fund’s common shares is calculated daily on each day that the NYSE is open for business as of the close of the regular trading session on the NYSE, usually 4:00 PM, Eastern Time. The NAV is calculated by dividing the value of the Fund’s
net assets attributable to common shares by the numbers of common shares outstanding.
Valuation of Investments
In computing the Fund’s net assets attributable to common shares, securities with readily available market quotations on the NYSE, NASDAQ or other nationally
recognized exchange, use the closing quotations on the respective
exchange for valuation of those securities. Securities for which there are no readily available market quotations will be valued pursuant to policies adopted by the Board of Trustees (the
“Board”). Typically, such securities 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 Fund’s 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 the Investment Adviser has determined to generally have the capability to provide appropriate pricing services
and have been approved by the Board.
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 does not represent fair value (such as when events materially affecting the value of securities occur between the time when market price is determined and calculation
of the Fund’s NAV), 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, among other things,: (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 Fund’s 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 security’s 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.
There can be no assurance that the Fund’s valuation of a
security will not differ from the amount that it realizes upon the sale of such security. Those differences could have a material impact to the 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 Fund’s investments are characterized into a
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
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 investment’s 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 Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information. |
The Investment Adviser has established policies and procedures, as described above and approved by the Board, to ensure that valuation methodologies for investments and financial instruments that are categorized
within all levels of the fair value hierarchy are fair and consistent. A Pricing Committee has been established to provide oversight of the valuation policies, processes and procedures, and is comprised of personnel from the Investment Adviser. The
Pricing Committee meets monthly to review the proposed valuations for investments and financial instruments and is responsible for evaluating the overall fairness and consistent application of established policies.
As of June 30, 2015, the Fund’s investments consisted of senior loans, asset-backed securities, corporate bonds and notes, foreign bonds, sovereign bonds,
common stocks,
preferred stocks, exchange-traded funds, warrants, securities sold short and options. The fair value of the Fund’s loans, bonds and asset-backed securities are generally based on quotes
received from brokers or independent pricing services. Loans, bonds and asset-backed securities with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets. Loans,
bonds and asset-backed securities that are priced using quotes derived from implied values, indicative bids, or a limited number of actual trades are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive
the values are not readily observable.
The fair value of the Fund’s common stocks, preferred stocks, exchange-traded funds, warrants and options
that are not actively traded on national exchanges are generally priced using quotes derived from implied values, indicative bids, or a limited amount of actual trades and are classified as Level 3 assets because the inputs used by the brokers and
pricing services to derive the values are not readily observable. Exchange-traded options are valued based on the last traded price on the primary exchange on which they trade. If an option does not trade, the mid-price is utilized to value the
option.
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 Fund’s 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.
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
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 Fund’s assets as of June 30, 2015 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
value at
June 30, 2015 |
|
|
Level 1
Quoted
Price |
|
|
Level 2
Significant Observable Inputs |
|
|
Level 3
Significant Unobservable Inputs |
|
NexPoint Credit Strategies Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Senior Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals |
|
$ |
2,827,197 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,827,197 |
|
Energy |
|
|
1,764,544 |
|
|
|
— |
|
|
|
1,764,544 |
|
|
|
— |
|
Gaming & Leisure |
|
|
4,439,578 |
|
|
|
— |
|
|
|
244,129 |
|
|
|
4,195,449 |
|
Housing |
|
|
31,871 |
|
|
|
— |
|
|
|
— |
|
|
|
31,871 |
|
Information Technology |
|
|
4,011,700 |
|
|
|
— |
|
|
|
4,011,700 |
|
|
|
— |
|
Media & Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
(2) |
Service |
|
|
7,158,244 |
|
|
|
— |
|
|
|
7,158,244 |
|
|
|
— |
|
Telecommunications |
|
|
13,109,831 |
|
|
|
— |
|
|
|
— |
|
|
|
13,109,831 |
|
Utility |
|
|
38,582,492 |
|
|
|
— |
|
|
|
30,127,863 |
|
|
|
8,454,629 |
|
Foreign Denominated or Domiciled Senior Loans |
|
|
1,510,948 |
|
|
|
— |
|
|
|
1,238,210 |
|
|
|
272,738 |
|
Asset-Backed Securities |
|
|
77,015,540 |
|
|
|
— |
|
|
|
77,015,540 |
|
|
|
— |
|
Corporate Bonds & Notes(1) |
|
|
61,398,168 |
|
|
|
— |
|
|
|
61,398,168 |
|
|
|
— |
|
Foreign Corporate Bonds & Notes |
|
|
5,283,286 |
|
|
|
— |
|
|
|
5,283,286 |
|
|
|
— |
|
Sovereign Bonds |
|
|
66,027,804 |
|
|
|
— |
|
|
|
66,027,804 |
|
|
|
— |
|
Common Stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcasting |
|
|
3,058,448 |
|
|
|
— |
|
|
|
— |
|
|
|
3,058,448 |
|
Consumer Discretionary |
|
|
28,463,556 |
|
|
|
28,463,556 |
|
|
|
— |
|
|
|
— |
|
Consumer Staples |
|
|
193,185 |
|
|
|
193,185 |
|
|
|
— |
|
|
|
— |
|
Energy |
|
|
11,089,597 |
|
|
|
11,089,597 |
|
|
|
— |
|
|
|
— |
|
Financial |
|
|
24,942,766 |
|
|
|
6,701,830 |
|
|
|
2,475,168 |
|
|
|
15,765,768 |
|
Gaming & Leisure |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
(2) |
Healthcare |
|
|
2,486,400 |
|
|
|
— |
|
|
|
— |
|
|
|
2,486,400 |
|
Housing |
|
|
1,159,672 |
|
|
|
— |
|
|
|
— |
|
|
|
1,159,672 |
|
Industrials |
|
|
4,137,449 |
|
|
|
4,137,449 |
|
|
|
— |
|
|
|
— |
|
Information Technology |
|
|
20,637,813 |
|
|
|
20,637,813 |
|
|
|
— |
|
|
|
— |
|
Media & Telecommunications |
|
|
94,148,368 |
|
|
|
58,659,657 |
|
|
|
35,488,711 |
|
|
|
— |
(2) |
Real Estate |
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
(2) |
Real Estate Investment Trust |
|
|
136,605,971 |
|
|
|
11,120,761 |
|
|
|
— |
|
|
|
125,485,210 |
|
Telecommunications |
|
|
33,690,675 |
|
|
|
— |
|
|
|
— |
|
|
|
33,690,675 |
|
Utility |
|
|
47,998,502 |
|
|
|
40,572,257 |
|
|
|
7,426,245 |
|
|
|
— |
|
Wireless Communications |
|
|
3,096,925 |
|
|
|
3,096,925 |
|
|
|
— |
|
|
|
— |
|
Preferred Stocks(1) |
|
|
156,581,901 |
|
|
|
— |
|
|
|
156,581,901 |
|
|
|
— |
|
Exchange-Traded Funds |
|
|
14,792,396 |
|
|
|
14,792,396 |
|
|
|
— |
|
|
|
— |
|
Warrants(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Contracts |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
(2) |
Purchased Call Options |
|
|
10,560,000 |
|
|
|
10,560,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
876,804,831 |
|
|
$ |
210,025,426 |
|
|
$ |
456,241,513 |
|
|
$ |
210,537,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Sold Short(1) |
|
$ |
(31,612,292 |
) |
|
$ |
(31,612,292 |
) |
|
$ |
— |
|
|
$ |
— |
|
Other Financial Instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written Put Options Contracts Equity Contracts |
|
|
(2,980,000 |
) |
|
|
(2,980,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
(34,592,292 |
) |
|
$ |
(34,592,292 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
842,212,539 |
|
|
$ |
175,433,134 |
|
|
$ |
456,241,513 |
|
|
$ |
210,537,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See Investment Portfolio detail for industry breakout. |
(2) |
This category includes securities with a value of zero. |
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
The table below sets forth a summary of changes in the Fund’s Level 3 assets (assets measured at fair value using significant unobservable inputs) for the six
months ended June 30, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of
December 31,
2014 |
|
|
Transfers
into
Level 3 |
|
|
Transfers
Out
of Level 3 |
|
|
Net
Amortization
(Accretion)
of Premium/
(Discount) |
|
|
Net Realized Gains/ (Losses)
|
|
|
Net
Unrealized
Gains/
(Losses) |
|
|
Net
Purchases(1) |
|
|
Net
(Sales)
(1) |
|
|
Balance
as of
June 30,
2015 |
|
|
Change in
Unrealized
Gain/(Loss)
on Level 3
securities
still held at
period end |
|
U.S. Senior Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,282 |
|
|
$ |
748 |
|
|
$ |
187,304 |
|
|
$ |
2,640,878 |
|
|
$ |
(6,015 |
) |
|
$ |
2,827,197 |
|
|
$ |
187,304 |
|
Gaming & Leisure |
|
|
4,596,592 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(610,769 |
) |
|
|
209,626 |
|
|
|
— |
|
|
|
4,195,449 |
|
|
|
(610,769 |
) |
Healthcare |
|
|
2,150,625 |
|
|
|
— |
|
|
|
— |
|
|
|
757 |
|
|
|
(34,057 |
) |
|
|
47,175 |
|
|
|
— |
|
|
|
(2,164,500 |
) |
|
|
— |
|
|
|
— |
|
Housing |
|
|
72,857 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
77,012 |
|
|
|
(33,893 |
) |
|
|
— |
|
|
|
(84,105 |
) |
|
|
31,871 |
|
|
|
(33,893 |
) |
Media & Telecommunications |
|
|
6,637,538 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,418 |
|
|
|
(186,317 |
) |
|
|
208,240 |
|
|
|
(6,661,879 |
) |
|
|
— |
(2) |
|
|
4,882 |
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(615 |
) |
|
|
11,517 |
|
|
|
(76,782 |
) |
|
|
15,891,029 |
|
|
|
(2,715,318 |
) |
|
|
13,109,831 |
|
|
|
(76,782 |
) |
Utility |
|
|
7,883,995 |
|
|
|
— |
|
|
|
— |
|
|
|
54,087 |
|
|
|
— |
|
|
|
138,962 |
|
|
|
377,585 |
|
|
|
— |
|
|
|
8,454,629 |
|
|
|
138,962 |
|
Foreign Denominated or Domiciled Senior Loans |
|
|
383,212 |
|
|
|
— |
|
|
|
— |
|
|
|
(251 |
) |
|
|
(2,178 |
) |
|
|
187,455 |
|
|
|
— |
|
|
|
(295,500 |
) |
|
|
272,738 |
|
|
|
185,352 |
|
Foreign Corporate Bonds & Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare |
|
|
645,151 |
|
|
|
— |
|
|
|
(645,151 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common Stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcasting |
|
|
2,826,747 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
231,701 |
|
|
|
— |
|
|
|
— |
|
|
|
3,058,448 |
|
|
|
231,701 |
|
Financial |
|
|
7,285,094 |
|
|
|
8,120,860 |
|
|
|
(2,475,168 |
) |
|
|
— |
|
|
|
— |
|
|
|
(443,777 |
) |
|
|
3,278,759 |
|
|
|
— |
|
|
|
15,765,768 |
|
|
|
(559,146 |
) |
Gaming & Leisure |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
(2) |
|
|
— |
|
Healthcare |
|
|
3,429,600 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(943,200 |
) |
|
|
— |
|
|
|
— |
|
|
|
2,486,400 |
|
|
|
(943,200 |
) |
Housing |
|
|
1,239,193 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(79,521 |
) |
|
|
— |
|
|
|
— |
|
|
|
1,159,672 |
|
|
|
(79,521 |
) |
Media & Telecommunications |
|
|
4,085,241 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
774,723 |
|
|
|
6,142,681 |
|
|
|
(11,002,645 |
) |
|
|
— |
(2) |
|
|
— |
|
Real Estate |
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,448,529 |
) |
|
|
1,448,530 |
|
|
|
— |
|
|
|
4 |
(2) |
|
|
(1,448,529 |
) |
Real Estate Investment Trust |
|
|
294,021,630 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(76,155,321 |
) |
|
|
459,959,674 |
|
|
|
(552,340,773 |
) |
|
|
125,485,210 |
|
|
|
(76,155,321 |
) |
Telecommunications |
|
|
12,325,733 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,101,116 |
|
|
|
19,263,826 |
|
|
|
— |
|
|
|
33,690,675 |
|
|
|
2,101,116 |
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Contracts |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
347,583,211 |
|
|
$ |
8,120,860 |
|
|
$ |
(3,120,319 |
) |
|
$ |
58,260 |
|
|
$ |
55,460 |
|
|
$ |
(76,309,673 |
) |
|
$ |
509,420,828 |
|
|
$ |
(575,270,735 |
) |
|
$ |
210,537,892 |
|
|
$ |
(77,057,844 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes any applicable borrowings and/or paydowns made on revolving credit facilities held in the Fund’s Investment Portfolio. |
(2) |
This category includes securities with a value of zero. |
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, 2015, a net amount of $8,120,860 of the Fund’s portfolio investments, respectively, was transferred from Level 1 to Level 3. Determination of fair values is uncertain because it
involves subjective judgments and estimates that are unobservable. Transfers from Level 1 to 3
were due to a decline in market activity (e.g. frequency of trades), which resulted in a reduction of available market inputs to determine price.
For the six months ended June 30, 2015, a net amount of $3,120,319 of the Fund’s portfolio of investments were transferred from Level 3 to Level 2.
Transfers from Level 3 to Level 2 were due to an increase in market activity (e.g. frequency of trades), which resulted in an increase of available market inputs to determine price.
For the six months ended June 30, 2015, there were no transfers between Level 1 and 2.
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
The following is a summary of significant unobservable inputs used in the fair valuations of assets and liabilities categorized within Level 3 of the fair value
hierarchy:
|
|
|
|
|
|
|
|
|
|
|
Category |
|
Market Value
at 6/30/2015 |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Input Value(s) |
Real Estate Investment Trust |
|
$ |
125,485,210 |
|
|
Fair Valuation-Multiple
Methodologies(1) |
|
Capitalization Rates |
|
5.9% - 11.9% |
|
|
|
|
|
|
Net Asset Value of Underlying Assets |
|
N/A |
|
N/A |
Common Stock |
|
|
56,160,966 |
|
|
Third-Party Pricing Vendor |
|
N/A |
|
N/A |
|
|
|
|
|
|
Multiples Analysis |
|
Price/MHz-PoP |
|
$0.13 - $0.50 |
|
|
|
|
|
|
|
|
Multiple of EBITDA |
|
8.1x |
|
|
|
|
|
|
Weighted Scenarios |
|
Scenario Probabilities |
|
Various |
|
|
|
|
|
|
Discounted Cash Flow |
|
Discount Rate |
|
15% |
|
|
|
|
|
|
Net Asset Value of Underlying Assets |
|
N/A |
|
N/A |
Bank Loans |
|
|
28,891,715 |
|
|
Third-Party Pricing Vendor |
|
N/A |
|
N/A |
|
|
|
|
|
|
Discounted Cash Flow |
|
Spread Adjustment |
|
0.0% - 0.2% |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
210,537,892 |
|
|
|
|
|
|
|
(1) |
Methodologies consist of the Income Approach, Market Approach and Cost Approach. |
Security Transactions
Security transactions are accounted for on the trade date. Realized gains/(losses) on investments sold are recorded on the basis of specific identification method for both financial statement and U.S. federal
income tax purposes.
Income Recognition
Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate
actions, which are recorded as soon after ex-dividend date as such information becomes available. Interest income is recorded on the accrual basis.
Accretion of discount and amortization of premium on taxable bonds are computed to the call or maturity date, whichever is shorter, using the effective yield
method. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
U.S. Federal Income Tax Status
The Fund is treated as a separate taxpayer for U.S. federal income tax
purposes. 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 the
tax year, and as such will not be subject to U.S. federal income taxes. In addition, the Fund intends to distribute, in each calendar year, all of its net investment income, capital gains and certain other
amounts, if any, such that the Fund should not be subject to U.S. federal excise tax. Therefore, no U.S. federal income or excise tax provisions are recorded.
Management has analyzed the Fund’s tax positions taken on U.S. federal income tax returns for all open tax years (current and prior three tax years), and has
concluded that no provision for U.S. federal income tax is required in the Fund’s financial statements. The Fund’s U.S. federal and state income and U.S. 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. Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total
amounts of unrecognized tax benefits will significantly change in the next 12 months.
Distributions to Shareholders
The Fund plans to pay distributions from net investment income monthly and net realized capital gains 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 Fund’s
Dividend Reinvestment Plan (the “Plan”)
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
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.
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 amount shown in the Statement of Cash Flows is the amount included within the Fund’s Statement of Assets and
Liabilities and includes cash on hand at its custodian bank and sub-custodian bank and does not include cash posted as collateral in the segregated account or with the broker-dealers.
Cash & Cash Equivalents
The Fund considers liquid assets deposited with a bank and certain short-term
debt instruments with original 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.
Foreign Currency
Accounting
records of the Fund are maintained in U.S. dollars. 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 securities transactions and between the accrual and payment dates on
dividends, interest income and foreign withholding taxes, are recorded as unrealized foreign currency 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 effects 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.
Securities Sold Short
The Fund may sell securities short. A security sold short 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 sells
a security short, it must borrow the security sold short from a broker-dealer and deliver it to the buyer upon conclusion of the transaction. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any
dividends or other payments received on such borrowed securities. Cash held as collateral for securities sold short is classified as due to broker on the Statement of Assets and Liabilities. Securities held as collateral for securities sold short
are shown on the Investment Portfolio for the Fund.
When securities are sold short, the Fund intends 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.
Note 3. Derivative Transactions
The Fund is subject to equity price risk, interest rate risk and foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The
Fund enters into derivative transactions for the purpose of hedging against the effects of changes in the value of portfolio securities due to anticipated changes in market conditions, to gain market exposure for residual and accumulating cash
positions, and for managing the duration of fixed income investments.
Options
The Fund purchases and writes options, subject to certain limitations. The Fund may invest in options contracts to manage its exposure to the stock and bond markets and fluctuations in foreign currency values.
Writing puts and buying calls tend to increase the Fund’s exposure to the underlying instrument while buying puts and writing calls tend to decrease the Fund’s exposure to the underlying instrument, or economically hedge other Fund
investments. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, nonperformance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the
contracts. Options are valued at the last sale price, or if no sales occurred on that day, at the last quoted bid price.
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
When the Fund writes an option, the amount of the premium received is recorded as a liability and is subsequently
adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium and the
amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase, as a realized loss. When an option is exercised,
the proceeds from the sale of the underlying security or the cost basis of the securities purchased are adjusted by the original premium received or paid.
Transactions in written options for the six months ended June 30, 2015 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of Contracts |
|
|
Premium |
|
Outstanding, December 31, 2014 |
|
|
5,050 |
|
|
$ |
1,296,020 |
|
Call Options Written |
|
|
7,000 |
|
|
|
2,957,114 |
|
Call Options Exercised |
|
|
(5,050 |
) |
|
|
(1,296,020 |
) |
Call Options Expired |
|
|
(1,000 |
) |
|
|
(142,440 |
) |
Call Options Closed |
|
|
(2,000 |
) |
|
|
(284,881 |
) |
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2015 |
|
|
4,000 |
|
|
|
2,529,793 |
|
Additional Derivative Information
The Fund adopted amendments to authoritative guidance on disclosures about derivative instruments and hedging activities which require that the Fund disclose: a) how and why an entity uses derivative instruments,
b) how derivative instruments and related hedged items are accounted for, c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows and d) how the netting of derivatives
subject to master netting arrangements affects the net exposure of the Fund related to the derivatives.
The fair value of derivative instruments on the
Statement of Assets and Liabilities have the following risk exposure at June 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
Fair
Value |
|
Risk Exposure |
|
Asset Derivative |
|
|
Liability Derivative |
|
Equity Price Risk |
|
$ |
10,560,000 |
(1) |
|
$ |
2,980,000 |
(2) |
(1) |
Statement of Assets and Liabilities location: Investments from unaffiliated issuers, at value. |
(2) |
Statement of Assets and Liabilities location: Written options contracts, at value. |
To reduce counterparty credit risk with respect to over-the-counter (“OTC”) transactions, the Fund has entered into master netting arrangements, established within the Fund’s
International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allows the Fund to make (or to have an entitlement to receive) a single net payment in the event
of default (close-out netting) for outstanding payables and receivables with respect to certain OTC derivative positions in forward currency exchange contracts for each individual counterparty. In addition, the Fund may require that certain
counterparties post cash and/or securities in collateral accounts to cover their net payment obligations for those derivative contracts subject to ISDA master agreements. If the counterparty fails to perform under these contracts and agreements, the
cash and/or securities will be made available to the Fund.
Certain ISDA master agreements include credit related contingent features which allow
counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the
Fund to accelerate payment of any net liability owed to the counterparty.
For financial reporting purposes, the Fund does not offset derivative assets
and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in
bankruptcy, insolvency or other events.
Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master
agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that to the value of any collateral currently pledged by the Fund or the Counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported in restricted cash on the
Statement of Assets and Liabilities. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not
fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance.
During the six months ended
June 30, 2015, the Fund did not hold investments with such master arrangements.
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
The effect of derivative instruments on the Statement of Operations for the six months ended June 30, 2015, is
as follows:
|
|
|
|
|
|
|
|
|
Risk Exposure |
|
Net Realized Gain/(Loss) on
Derivatives |
|
|
Net Change
in Unrealized Appreciation/ (Depreciation) on Derivatives |
|
Equity Price Risk |
|
$ |
(6,017,462 |
)(1)(2) |
|
$ |
(5,755,528 |
)(3)(4) |
(1) |
Statement of Operations location: Realized gain/(loss) on investments from unaffiliated issuers. |
(2) |
Statement of Operations location: Realized gain/(loss) on investments from written options contracts. |
(3) |
Statement of Operations location: Net change in unrealized appreciation/(depreciation) on investments. |
(4) |
Statement of Operations location: Net change in unrealized appreciation/(depreciation) on written options contracts. |
The average notional volume of derivative activity for the six months ended June 30, 2015, is as follows:
|
|
|
|
|
|
|
Units/ Contracts |
|
Purchased Options Contracts |
|
|
26,030 |
|
Written Options Contracts |
|
|
4,017 |
|
Note 4. Securities Lending
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. Pursuant to the Fund’s securities lending policy, securities loans are made to borrowers pursuant to agreements requiring that loans be continuously secured by collateral in cash or securities of the U.S.
government or its agencies or instrumentalities, irrevocable letters of credit issued by a bank, or forms of collateral acceptable under the Fund’s securities lending agreement at least equal at all times to the current market 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 or
receives a fee from the borrower.
Securities lending transactions are entered into pursuant to Securities Lending Authorization Agreements
(“SLAA”), which provides the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional
collateral. In the event that a borrower defaults, the Fund, as lender, would
offset the market value of the collateral received against the market value of the securities loaned. The value of the collateral is typically greater than that of the market value of the
securities loaned, leaving the lender with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a
SLAA counterparty’s bankruptcy or insolvency. Under the SLAA, the Fund can reinvest cash collateral, or, upon an event of default, resell or repledge the collateral, and the borrower can resell or repledge the loaned securities. The risks of
securities lending also include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate this risk, the Fund benefits from a borrower default indemnity provided by State
Street Bank and Trust Company (“State Street”). State Street’s indemnity generally provides for replacement of securities lent or the approximate value thereof. As of June 30, 2015, the Fund did not hold securities on loan.
Note 5. U.S. Federal Income Tax Information
The
character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from U.S. GAAP. These differences include (but are not limited to) investments organized as partnerships for tax purposes,
foreign taxes, investments in futures, losses deferred to off-setting positions, tax treatment of organizational start-up costs, losses deferred due to wash sale transactions, tax treatment of net investment loss and distributions in excess of net
investment income, dividends deemed paid upon shareholder redemption of Fund shares and tax attributes from Fund reorganizations. Reclassifications are made to the Fund’s capital accounts to reflect income and gains available for distribution
(or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on net investment income, realized gains or losses, or net asset value of the Fund. The calculation of net investment income per share in the
Financial Highlights table excludes these adjustments.
For the year ended December 31, 2014, permanent differences chiefly resulting from foreign
currency gains and losses, paydown gains and losses, defaulted bonds, partnership basis adjustments, return of capital distributions from real estate investment trusts and non-deductible excise taxes paid were identified and reclassified among the
components of the Fund’s net assets as follows:
|
|
|
|
|
|
|
|
|
|
|
Undistributed Net Investment
Income |
|
|
Accumulated Net Realized
Gain/(Loss) |
|
|
Paid-in-Capital |
|
$ |
3,166,684 |
|
|
$ |
(2,022,747 |
) |
|
$ |
(1,143,937 |
) |
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
For the year ended December 31, 2014, the Fund’s most recent tax year end, components of distributable
earnings on a tax basis are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed Ordinary Income
|
|
|
Undistributed Long-Term Capital
Gains |
|
|
Other Temporary Differences(1) |
|
|
Accumulated Capital and Other
Losses |
|
|
Net
Tax Appreciation/ (Depreciation)(2)
|
|
$ |
20,823,862 |
|
|
$ |
— |
|
|
$ |
(89,122 |
) |
|
$ |
(169,129,683 |
) |
|
$ |
(129,110,319 |
) |
(1) |
Other Temporary Differences is comprised of interfund buy/sell transactions. |
(2) |
Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are primarily due to deferral of losses from wash, non-taxable dividends, partnership,
controlled Foreign Corporation and Passive Foreign Investment Company (Qualifying Electing Fund) basis adjustments and defaulted bonds.
|
For the year ended December 31, 2014, the
Fund had capital loss carryovers as indicated below. The capital loss carryovers are available to offset future realized capital gains to the extent provided in the Code and regulations promulgated thereunder. To the extent that these carryover
losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
|
2018 |
|
|
No Expiration Short-Term(2)
|
|
|
No Expiration Long-Term(2)
|
|
|
Total |
|
$ |
123,236,582 |
(1) |
|
$ |
45,893,101 |
(1) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
169,129,683 |
|
(1) |
The Fund’s ability to utilize the capital loss carryforward may be limited. |
(2) |
On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed into law. The Modernization Act modifies
several of the Federal income and excise tax provisions related to RICs. Under the Modernization Act, new capital losses may now be carried forward indefinitely, and retain the character of the original loss as compared with pre-enactment law where
capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss. |
The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013
(unless otherwise indicated) is as follows:
|
|
|
|
|
|
|
|
|
Distributions Paid From: |
|
2014 |
|
|
2013 |
|
Ordinary Income(1) |
|
$ |
44,397,624 |
|
|
$ |
35,070,929 |
|
(1) |
For tax purposes, short-term capital gains distributions, if any, are considered ordinary income distributions. |
Unrealized appreciation and depreciation at June 30, 2015, based on cost of investments for U.S. federal income tax purposes is:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Appreciation |
|
Gross Depreciation |
|
|
Net Appreciation/ (Depreciation)
(1) |
|
|
Cost |
|
$77,250,103 |
|
$ |
337,261,559 |
|
|
$ |
(260,011,456 |
) |
|
$ |
1,136,816,287 |
|
(1) |
Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are primarily due to deferral of losses from wash sales and other adjustments.
|
Qualified Late Year Ordinary and Post October Losses
Under current laws, certain capital losses realized after October 31 may be deferred (and certain ordinary losses after January 1st may be deferred) and treated as occurring on the first day of the
following fiscal year. For the fiscal year ended December 31, 2014, the Fund did not elect to defer net realized capital losses incurred from November 1, 2013 through December 31, 2014.
Note 6. Credit Agreement
On February 2, 2011, the Fund
entered into a $125,000,000 credit agreement with State Street Bank and Trust Company (the “Credit Agreement”). Concurrent with entering into the Credit Agreement, the Fund agreed to pay a $125,000
structuring fee, which was amortized ratably over the term of the agreement. The terms of the Credit Agreement require the Fund to pay 0.15% on the uncommitted balance and pay a spread of 1.25%
over LIBOR on amounts borrowed.
On December 14, 2012, the Fund entered into an amendment extending the Credit Agreement termination date from
January 31, 2013 to December 13, 2013. Additionally, the spread over LIBOR on amounts borrowed declined from 1.10% to 0.95%. The terms of the Credit Agreement continue to require the Fund to pay 0.15% on the uncommitted balance. On
May 9, 2014 the Credit Agreement was increased to $250,000,000, and the termination date was extended to May 8, 2015. On May 8, 2015, the Credit Agreement termination date was extended to May 6, 2016 and the facility decreased to
$200,000,000, increasing the interest rate to LIBOR + 1.10%. Additionally, the Fund agreed to pay increased commitment fee expenses of 0.20% on undrawn amounts. As of June 30, 2015, the carrying value of the outstanding debt under the Credit
Agreement was $200,000,000, excluding accrued interest that was owed at that date. As of June 30, 2015, the fair value of the outstanding Credit Agreement was estimated to be $200,816,990, and would be categorized as Level 3 within the fair
value hierarchy. The fair value was estimated based on discounting the cash flows owed using a discount rate of 0.50% over the 11 month risk free rate.
For the six months ended June 30, 2015, the average daily note balance was $218,801,657 at a weighted average interest rate of 1.15%, excluding any commitment
fee. With respect to the note balance, interest expense of $1,275,775 and uncommitted balance fee of $13,147 are included in interest expense in the Statement of Operations.
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
On May 16, 2013, the Fund entered into a $125,000,000 Committed Facility Agreement with BNP Paribas Prime
Brokerage, Inc. (“BNPP PB, Inc.”) (the “Committed Facility Agreement”). The terms of the Committed Facility Agreement require the Fund to pay 0.55% on the uncommitted balance and pay a spread of 0.75% over the 1-month LIBOR on amounts borrowed. The Fund has the right to terminate the agreement upon 90 days prior notice. On May 29, 2013 the Committed Facility Agreement was amended (the “First Amendment”),
increasing from $125,000,000 to $155,000,000. On December 11, 2013 the Committed Facility Agreement was amended (the “Second Amendment”), increasing from $155,000,000 to $175,000,000. On May 6, 2014, the Committed Facility
Agreement was amended (the “Third Amendment”), increasing from $175,000,000 to $200,000,000. On October 28, 2014, the Committed Facility Agreement was amended (the “Fourth Amendment”), increasing the number of days prior
notice necessary to terminate the agreement from 90 days to 180 days. On February 26, 2015, the Committed Facility Agreement was amended (the “Fifth Amendment”), increasing from $200,000,000 to $225,000,000. As of June 30, 2015,
the carrying value of the Committed Facility Agreement was $61,850,000. The fair value of the outstanding Credit Agreement was estimated to be $62,175,352, and would be categorized as Level 3 within the fair value hierarchy. The fair value was
estimated based on discounting the cash flows owed using a discount rate of 0.50% over the 90 day risk free rate.
For the six months ended June 30,
2015, the average daily note balance was $148,971,500 at a weighted average interest rate of 0.90%, excluding any commitment fee. With respect to the note balance, interest expense of $697,909 and uncommitted balance fee of $188,832 are included in
interest expense in the Statement of Operations.
Note 7. Asset Coverage
The Fund is required to maintain 300% asset coverage with respect to amounts outstanding under the Credit Agreement and Committed Facility Agreement. Asset coverage is calculated by subtracting the Fund’s
total liabilities, not including any amount representing bank loans and senior securities, from the Fund’s total assets and dividing the result by the principal amount of the borrowings outstanding. As of the dates indicated below, the
Fund’s debt outstanding and asset coverage was as follows:
|
|
|
|
|
|
|
|
|
Date |
|
Total
Amount Outstanding |
|
|
% of Asset Coverage
of Indebtedness |
|
06/30/2015 |
|
$ |
261,850,000 |
|
|
|
301.0 |
% |
12/31/2014 |
|
|
385,336,455 |
|
|
|
323.0 |
|
12/31/2013 |
|
|
318,500,000 |
|
|
|
327.5 |
|
12/31/2012 |
|
|
225,000,000 |
|
|
|
311.7 |
|
12/31/2011 |
|
|
173,000,000 |
|
|
|
356.1 |
|
12/31/2010 |
|
|
120,000,000 |
|
|
|
510.6 |
|
12/31/2009 |
|
|
112,000,000 |
|
|
|
509.6 |
|
12/31/2008 |
|
|
141,000,000 |
|
|
|
356.2 |
|
12/31/2007 |
|
|
248,000,000 |
|
|
|
350.4 |
|
Note 8. 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 daily value of the Fund’s Managed Assets. The Fund’s “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
Fund’s investment objectives and policies, and/or (iv) any other means.
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 Fund’s Managed Assets. Under a separate sub-administration agreement, the Investment Adviser has delegated certain administrative functions to State Street Bank and Trust Company. The Investment
Adviser pays State Street Bank and Trust Company directly for these sub-administration services.
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 and NexPoint
Capital, Inc., a closed-end management investment company that has elected to be treated as a business development company under the 1940 Act, which are advised by the Investment Adviser or its affiliated advisors as of the date of this 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 9. Disclosure of Significant Risks and Contingencies
The primary risks of investing in the Fund are described below in alphabetical order:
Concentration Risk
The Fund may focus its investments in instruments of only a few companies. The
concentration of the Fund’s portfolio
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
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.
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 payments 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 derivative financial instruments, the Fund may be 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.
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 company’s continuing ability to meet principal and/ or interest payments. Investments in high
yield debt and high yield Senior Loans may result in greater net asset value fluctuation than if the Fund did not make such investments.
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 corporate debt obligation experiencing
non-payment and a potential decrease in the NAV of the Fund.
Currency Risk
A portion of the Fund’s assets may be quoted or denominated in non-U.S. currencies. These securities may be adversely affected by fluctuations in relative currency exchange rates and by exchange control
regulations. The Fund’s investment performance may be negatively affected by a devaluation of a currency in which the Fund’s investments are quoted or denominated. Further, the Fund’s investment performance may be significantly
affected, either positively or negatively, by currency exchange rates because the U.S. dollar value of securities quoted or denominated in another currency will increase or decrease in response to changes in the value of such currency in relation to
the U.S. dollar.
Emerging Markets Risk
Any
investments in Emerging Market Countries (countries in which the capital markets are developing) may involve
greater risks than investments in more developed markets and the prices of such investments may be more volatile. The consequences of political, social or economic changes in these markets may
have disruptive effects on the market prices of the Fund’s investments and the income they generate, as well as the Fund’s ability to repatriate such amounts.
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 Fund’s 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.
Hedging Transactions Risk
The Fund may engage in “hedging,” the practice of attempting to offset a potential loss in one position by establishing an opposite position in another
investment. Hedging strategies in general are usually intended to limit or reduce investment risk, but can also be expected to limit or reduce the potential for profit. For example, if the Fund has taken a defensive posture by hedging its portfolio,
and stock prices advance, the return to investors will be lower than if the portfolio had not been hedged. No assurance can be given that any particular hedging strategy will be successful, or that the Investment Adviser will elect to use a hedging
strategy at a time when it is advisable.
Illiquid Securities 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 Adviser’s 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 Fund’s investments, especially those in financially distressed companies, may require a long holding period prior to profitability.
Indemnification Risk
The Fund has a variety of
indemnification obligations under contracts with its service providers. The Fund’s
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant
to these contracts and expects the risk of loss to be remote.
Investments in Foreign Markets Risk
Investments in foreign markets involve special risks and considerations not typically associated with investing in the United States. These risks include
revaluation of currencies, high rates of inflation, restrictions on repatriation of income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership
controls, tariffs and taxes, subject to delays in settlements, and their prices may be more volatile.
The Fund may be subject to capital gains and
repatriation taxes imposed by certain countries in which they invest. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based upon net investment income, net realized gains and net unrealized
appreciation as income and/or capital gains are earned.
Leverage Risk
The Fund may use leverage in its investment program, including the use of borrowed funds and investments in certain types of options, such as puts, calls and warrants, which may be purchased for a fraction of the
price of the underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent the Fund purchases securities with borrowed
funds, its net assets will tend to increase or decrease at a greater rate than if borrowed funds are not used. If the interest expense on borrowings were to exceed the net return on the portfolio securities purchased with borrowed funds, the
Fund’s use of leverage would result in a lower rate of return than if the Fund were not leveraged.
Options Risk
There are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options
markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A transaction in options or securities may be unsuccessful to some degree because of market behavior or
unexpected events.
When the Fund writes a covered call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases
in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but retains the risk of loss should the price
of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation and once an option writer has received an exercise
notice, it must deliver the underlying security in exchange for the strike price.
When the Fund writes a covered put option, the Fund bears the risk of
loss if the value of the underlying stock declines below the exercise price minus the put premium. If the option is exercised, the Fund could incur a loss if it is required to purchase the stock underlying the put option at a price greater than the
market price of the stock at the time of exercise plus the put premium the Fund received when it wrote the option. While the Fund’s potential gain in writing a covered put option is limited to distributions earned on the liquid assets securing
the put option plus the premium received from the purchaser of the put option, the Fund risks a loss equal to the entire exercise price of the option minus the put premium.
Real Estate Investment Trusts Risk
Real estate investments are subject to various risk factors. Generally,
real estate investments could be adversely affected by a recession or general economic downturn where the properties are located. Real estate investment performance is also subject to the success that a particular property manager has in managing
the property.
Restricted Securities Risk
Restricted securities (i.e., securities acquired in private placement transactions) and illiquid securities may offer higher yields than comparable publicly traded
securities. The Fund, however, may not be able to sell these securities when the Investment Adviser considers it desirable to do so or, to the extent they are sold privately, may have to sell them at less than the price of otherwise comparable
securities. Restricted securities are subject to limitations on resale, which can have an adverse effect on the price obtainable for such securities. Also, if in order to permit resale the securities are registered under the Securities Act at the
Fund’s expense, the Fund’s expenses would be increased.
Senior Loans Risk
The risk that the issuer of a senior loan may fail to pay interest or principal when due, and changes in market interest rates may reduce the value of the senior loan or reduce the Fund’s returns. The risks
associated with senior loans are similar to the risks of high yield debt securities. Senior loans and other debt securities are also subject to the risk of price declines and to increases in prevailing interest rates. The Fund’s investments in
senior loans are typically below investment grade and are considered speculative because of the credit risk of their issuers.
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
|
|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
Short-Selling Risk
Short sales by the Fund that are not made where there is an offsetting long position in the asset that it is being sold short theoretically involve unlimited loss potential since the market price of securities sold
short may continuously increase. Short selling allows the Fund to profit from declines in market prices to the extent such decline exceeds the transaction costs and 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. Purchasing securities to close out the short position can itself cause the price of
securities to rise further, thereby exacerbating the loss. The Fund may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, the Fund might have difficulty
purchasing securities to meet margin calls on its short sale delivery obligations, and might have to sell portfolio securities to raise the capital
necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales.
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, environmental 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.
Note 10. Investment Transactions
For the six
months ended June 30, 2015, the cost of purchases and proceeds from sales of securities, excluding short-term obligations, were $198,996,989 and $426,693,578.
Note 11. Affiliated Issuers
Under Section 2(a)(3) of the Investment Company Act of 1940, as amended, a portfolio company is defined as “affiliated” if the 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 during the six months ended June 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Value |
|
|
|
|
|
|
|
|
|
|
Issuer |
|
Shares
at December 31, 2014 |
|
|
Shares at June 30, 2015 |
|
|
December 31, 2014 |
|
|
June 30, 2015 |
|
|
Affiliated Income |
|
|
Purchases |
|
|
Sales |
|
Allenby (Common Stocks) |
|
|
250,912 |
|
|
|
346,510 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
95,598 |
|
|
$ |
— |
|
Claymore (Common Stocks) |
|
|
2,393,814 |
|
|
|
3,746,746 |
|
|
|
3 |
|
|
|
4 |
|
|
|
— |
|
|
|
1,352,932 |
|
|
|
— |
|
Endurance Business Media, Inc. (Common
Stocks)(1) |
|
|
6,480 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
84,280,450 |
|
|
|
— |
|
Freedom REIT (Common Stocks)(2) |
|
|
15,006,336 |
|
|
|
25,040,536 |
|
|
|
278,967,787 |
|
|
|
65,355,798 |
|
|
|
111,769,675 |
|
|
|
— |
|
|
|
— |
|
LLV Holdco, LLC (Common Stocks) |
|
|
26,870 |
|
|
|
26,870 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
43,625,000 |
|
|
|
— |
|
NexPoint Real Estate Capital, REIT (Common
Stocks)(2) |
|
|
1,457,100 |
|
|
|
5,572,182 |
|
|
|
15,051,843 |
|
|
|
60,129,412 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
NexPoint Residential Trust, Inc. REIT (Common
Stocks)(1)(2) |
|
|
200,000 |
|
|
|
— |
|
|
|
2,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Specialty Finance, Inc. (Common Stocks) |
|
|
4,762,223 |
|
|
|
7,714,891 |
|
|
|
4,630,310 |
|
|
|
7,403,981 |
|
|
|
— |
|
|
|
3,200,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,103,735 |
|
|
|
42,447,735 |
|
|
$ |
298,651,943 |
|
|
$ |
132,889,195 |
|
|
$ |
111,769,675 |
|
|
$ |
132,553,980 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
No longer an affiliate as of June 30, 2015. |
(2) |
Managed by the same Investment Adviser as the Fund. |
Note 12. Spin-Off
On September 9, 2014, the Board announced a plan to separate NexPoint Residential Trust, Inc. (“NXRT”) from the Fund through a series of restructuring transactions involving Freedom REIT, the
Fund’s wholly-owned subsidiary, and NXRT, a real estate investment trust, followed by a distribution of all of the outstanding shares of NXRT common stock to the shareholders of the Fund on a pro-rata basis (the “Spin-Off”).
The Board approved the advisory agreement for NXRT on January 5, 2015, which subsequently was approved by the shareholders of the Fund on March 16,
2015.
On April 1, 2015, the Fund transferred certain real estate assets, multifamily properties, held by Freedom REIT
to NXRT in exchange for NXRT common stock. The Fund completed the spin-off through a pro-rata taxable distribution of NXRT common stock to the Fund’s shareholders of record as of the close of business on March 23, 2015 (the “Record
Date”). The Fund’s shareholders received one share of NXRT common stock for every three common shares of the Fund held on the Record Date in the amount of $332,056,224, as shown on the Statements of Changes in Net Assets.
NOTES TO FINANCIAL STATEMENTS (continued)
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|
|
June 30, 2015 |
|
NexPoint Credit Strategies Fund |
The Fund will continue to operate as a non-diversified, closed-end investment company and NXRT will acquire, own,
operate and selectively develop multifamily real property.
Note 13. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events.
ADDITIONAL INFORMATION (unaudited)
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|
|
June 30, 2015 |
|
NexPoint 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 involve taking contradictory positions 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.
Tax Information
For shareholders that do not have a December 31, 2014 tax year end, this notice is for
informational purposes only. For shareholders with a December 31, 2014 tax year end, please consult your tax adviser as to the pertinence of this notice. For the fiscal year ended December 31, 2014, the Fund hereby designates the following
items with regard to distributions paid during the year.
|
|
|
|
|
|
|
|
|
|
|
Qualified Dividends and Corporate
Dividends Received Deduction |
|
|
Qualified Dividend Income (15%
tax rate for QDI) |
|
|
Qualifying Interest Income |
|
|
6.39 |
% |
|
|
9.05 |
% |
|
|
45.04 |
% |
Submission of Proposals to a Vote of Shareholders
The annual meeting of shareholders of the Fund was held on June 5, 2015. The following is a summary of the proposals submitted to shareholders for vote at the meeting and votes cast.
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Proposal
|
|
Votes For |
|
|
Votes Withheld |
|
To elect Terrence O. Jones as Class III Trustee of the Fund, to serve for a three-year term expiring at the 2018 Annual
Meeting |
|
|
46,379,809 |
|
|
|
6,099,680 |
|
To elect John Honis as Class III Trustee of the Fund, to serve for a three-year term expiring at the 2018 Annual Meeting |
|
|
46,347,595 |
|
|
|
6,131,896 |
|
In addition to the two Trustees who were elected at the annual meeting, as noted above, the following other Trustees continued in
office after the Fund’s annual meeting: Timothy K. Hui, Dr. Bob Froehlich, Bryan A. Ward and Ethan Powell.
IMPORTANT INFORMATION ABOUT THIS REPORT
Investment Adviser
NexPoint Advisors, L.P.
200 Crescent Court, Suite 700
Dallas, TX 75201
Transfer Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas, TX 75201
Fund Counsel
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
This report has been prepared for shareholders of NexPoint 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 1-866-351-4440 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 Fund’s proxy
voting record for the most recent 12-month period ended June 30, are available (i) without charge, upon request, by calling
1-866-351-4440 and (ii) on the SEC’s 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 Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and also may be reviewed and copied at the SEC’s 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 Fund’s website at www.NexPointAdvisors.com.
On June 20, 2014, the Fund submitted a CEO annual certification to the New York Stock
Exchange (“NYSE”) on which the Fund’s principal executive officer certified that he was not aware, as of the date, of any violation by the Fund of the NYSE’s Corporate Governance listing standards. In addition, as required by
Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s 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 Fund’s disclosure controls and procedures and internal controls over financial reporting, as
applicable.
6201 15th Avenue
Brooklyn, NY 11219
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|
NexPoint Credit Strategies Fund |
|
Semi-Annual Report, June 30, 2015 |
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www.nexpointadvisors.com |
|
NexPoint-HCF-AR-12/15 |
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 Semi-Annual Report
filed under Item 1 of this form. |
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 NexPoint Credit Strategies Fund’s (the Registrant) most recently filed annual report on Form N-CSR.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
No such purchases were made by or on behalf of the Registrant or any “affiliated purchaser” during
the period covered by this report.
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 Registrant’s Board of
Trustees.
Item 11. Controls and Procedures.
(a) |
The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the
Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under 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 Registrant’s 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 Registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial
reporting. |
Item 12. Exhibits.
(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. |
(b) |
Certification pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 is 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.
NEXPOINT CREDIT STRATEGIES FUND
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By (Signature and Title): |
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/s/ James Dondero |
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|
James Dondero |
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President and Principal Executive Officer |
Date: September 3, 2015
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.
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By (Signature and Title): |
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/s/ James Dondero |
|
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|
James Dondero |
|
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|
|
President and Principal Executive Officer |
Date: September 3, 2015
|
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By (Signature and Title): |
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/s/ Brian Mitts |
|
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Brian Mitts |
|
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Executive Vice President, Principal Financial Officer and Principal Accounting Officer |
Date: September 3, 2015