(Exact name of registrant as specified in charter)
300 Crescent
Court
Suite 700
Dallas, Texas 75201
(Address of principal executive offices)(Zip code)
NexPoint
Advisors, L.P.
300 Crescent Court
Suite 700
Dallas, Texas
75201
(Name and Address of Agent for Service)
Registrant’s telephone number, including area code: (866) 351-4440
Date of fiscal year end: December 31
Date of reporting period: June 30, 2019
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 Strategic Opportunities
Fund
Semi-Annual Report
June 30, 2019
Beginning on January 1, 2021, as
permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports.
Instead, the reports will be made available on the Funds’ website (highlandfunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to
receive shareholder reports and other communications from a Fund electronically by contacting your financial intermediary (such as a brokerdealer or bank) or, if you are a direct investor, by contacting the Funds’ transfer agent at 1-866-351-4440. Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest
through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call 1-866-351-4440 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all
funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with a Fund.
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:
•
Account applications and other forms, which may include your name, address and social security number, written and electronic
correspondence and telephone contacts;
•
Web site information, including any information captured through the use of “cookies”; and
•
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)
NexPoint Strategic Opportunities Fund
Objective
NexPoint Strategic Opportunities Fund seeks to provide both current income and capital appreciation.
Net Assets as of June 30, 2019
$1.019 billion
Portfolio Data as of June 30, 2019
The information below provides a snapshot of NexPoint Strategic Opportunities Fund at the end of the reporting period. NexPoint Strategic
Opportunities Fund is actively managed and the composition of its portfolio will change over time. Current and future holdings are subject to risk.
Quality Breakdown as of 6/30/2019 (%)(1)(2)
B
65.2
C
—
D
5.8
NR
29.0
Top 5 Sectors as of 6/30/2019 (%)(1)(2)
Real Estate and Real Estate Investment Trust
47.0
Financial
19.9
Energy
7.3
Information Technology
4.2
Communication Services
4.2
Top 10 Holdings as of 6/30/2019 (%)(1)(2)
NexPoint Real Estate Opportunities, LLC (Common Stocks)
NexPoint Real Estate Capital, REIT (Common Stocks)
3.6
Fortinet, Inc. (Common Stocks)
3.0
Pioneer Natural Resources (Common Stocks)
2.6
Grayson CLO, Ltd (Preferred Stocks)
2.3
(1)
Quality is calculated as a percentage of total 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. Quality Ratings are subject to change.
(2)
Sectors and holdings are calculated as a percentage of total net assets.
Semi-Annual Report
1
FINANCIAL STATEMENTS
June 30, 2019
NexPoint Strategic Opportunities Fund
A guide to understanding each Fund’s financial statements
Investment Portfolio
The Investment Portfolio details all of the Fund’s holdings and its market value as of the last day of the reporting period. Portfolio holdings are organized by type of asset and
industry to demonstrate areas of concentration and diversification.
Statement of Assets and Liabilities
This statement details the Fund’s assets, liabilities, net assets and share price for each share class as of the last day of the reporting period. Net assets are calculated by
subtracting all of the Fund’s liabilities (including any unpaid expenses) from the total of the Fund’s investment and noninvestment assets. The net asset value per share for each class is calculated by dividing net assets allocated to that
share class by the number of shares outstanding in that class as of the last day of the reporting period.
Statement of Operations
This statement reports income earned by the Fund and the expenses incurred 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.
Statement of Changes in Net Assets
This statement details how the Fund’s net assets were affected by its operating results, distributions to shareholders and shareholder transactions (e.g., subscriptions, redemptions and
distribution reinvestments) during the reporting period. The Statement of Changes in Net Assets also details changes in the number of shares outstanding.
Statement of Cash Flows
This statement reports net cash and foreign currency provided or used by operating, investing and financing activities and the net effect of those flows on cash and foreign currency during
the period.
Financial Highlights
The Financial Highlights demonstrate how the Fund’s net asset value per share was affected by the Fund’s operating results. The Financial Highlights also disclose the classes’
performance and certain key ratios (e.g., net expenses and net investment income as a percentage of average net assets).
Notes to Financial Statements
These notes disclose the organizational background of the Fund, certain of its significant accounting policies (including those surrounding security valuation, income recognition and
distributions to shareholders), federal tax information, fees and compensation paid to affiliates and significant risks and contingencies.
2
Semi-Annual Report
INVESTMENT PORTFOLIO (unaudited)
As of June 30, 2019
NexPoint Strategic Opportunities Fund
Shares
Value
($)
Common Stock - 64.2%
CHEMICALS (a) - 0.0%
25,250
Venator Materials
133,573
661,330
Vertellus Specialties Inc. (b)(c)
310,825
444,398
COMMUNICATION SERVICES - 2.1%
6,885
iHeartMedia (a)
103,619
309,137
Metro-Goldwyn-Mayer, Inc.
20,866,748
20,970,367
CONSUMER DISCRETIONARY - 0.0%
3,532
K12, Inc. (a)
107,408
ENERGY - 5.7%
336
California Resources (a)
6,613
67,200
Continental Resources, Inc. (a)
2,828,448
9,000
EOG Resources
838,440
368,680
Fieldwood Energy LLC
11,636,463
1,553,365
NextDecade Corp. (a)(d)
9,817,267
116,500
Petroleo Brasileiro ADR
1,813,905
173,800
Pioneer Natural Resources
26,740,868
40
Transocean (a)
256
63,500
Transportadora de Gas del Sur ADR
918,210
30,885
Williams Cos., Inc.
866,015
159,800
YPF ADR (d)
2,909,958
58,376,443
FINANCIAL - 4.1%
47,354
American Banknote Corp. (b)
135,906
10,000
Banco Macro SA ADR
728,500
40,000
BBVA Banco Frances ADR
452,800
18,100
CIT Group, Inc.
950,974
70,240
Grupo Supervielle SA ADR (d)
553,491
38,901,417
Specialty Financial Products, Ltd. (b)(e)
38,652,448
41,474,119
GAMING/LEISURE - 0.0%
14
LLV Holdco LLC - Litigation Trust Units (b)(e)
—
26,712
LLV Holdco LLC - Series A, Membership Interest (b)(e)
—
144
LLV Holdco LLC - Series B, Membership Interest (b)(e)
—
—
HEALTHCARE - 3.0%
318,200
Bristol-Myers Squibb
14,430,370
1,700
Celgene (a)
157,148
50,000
Paratek Pharmaceuticals, Inc. (a)(d)
199,500
20,400
Patterson Cos., Inc.
467,160
553,194
Portola Pharmaceuticals, Inc. (a)(d)
15,008,153
30,262,331
HOUSING - 0.0%
368,150
Westgate Investments LLC (b)
—
INDUSTRIALS - 1.6%
593,403
America Airports (a)
4,788,762
98,044
American Airlines Group, Inc.
3,197,215
Shares
Value
($)
INDUSTRIALS (continued)
356,875
MPM Holdings, Inc. (a)
1,784,375
8
Pendrell Corp. (a)(d)
1,200,000
27,900
Raytheon
4,851,252
15,821,604
INFORMATION TECHNOLOGY - 4.5%
82,200
Applied Materials
3,691,602
1,900
Arista Networks (a)
493,278
78,271
Avaya Holdings Corp. (a)
932,208
94,433
CDK Global, Inc.
4,668,767
397,800
Fortinet, Inc. (a)(d)
30,562,974
74,000
Intel Corp.
3,542,380
1
MagnaChip Semiconductor (a)
10
19,200
NXP Semiconductors
1,874,112
45,765,331
MATERIALS - 0.1%
5,750
Huntsman
117,530
11,164
Omnimax International, Inc. (a)(b)
780,779
898,309
MEDIA AND TELECOMMUNICATIONS - 0.0%
13,722
Loral Space & Communications, Inc. (a)
473,546
METALS & MINERALS - 0.3%
272,400
Loma Negra Cia Industrial Argentina ADR (a)
3,187,080
PHARMACEUTICALS (a) - 2.0%
269,500
Aerie Pharmaceuticals, Inc.
7,963,725
35,988
Collegium Pharmaceutical, Inc.
473,242
569,391
Heron Therapeutics, Inc.
10,584,979
210,000
TG Therapeutics, Inc. (d)
1,816,500
20,838,446
REAL ESTATE - 4.5%
607,781
Allenby (b)(e)
—
1,945,733
Claymore (b)(e)
2
28,993
Cresud SACIF y A ADR (a)
303,847
11,389,726
NexPoint Real Estate Capital (b)
36,578,104
5,810
IRSA Inversiones y Representaciones ADR (a)(d)
56,822
1,208
IRSA Propiedades Comerciales Sa ADR (d)
25,235
79,685
NexPoint Residential Trust , REIT (e)
3,298,959
357,117
Postal Realty Trust, Class A , REIT (a)
5,624,593
45,887,562
REAL ESTATE INVESTMENT TRUST - 29.2%
233,732
Bluerock Residential Growth, Class A , REIT (d)
2,746,351
47,000
Independence Realty Trust, Inc. , REIT
543,790
439,183
Jernigan Capital, Inc. , REIT
9,003,252
137,504,921
NexPoint Real Estate Opportunities, LLC , REIT (b)(e)
277,567,434
1,763,581
United Development Funding IV , REIT (a)(d)
7,230,682
297,091,509
See Glossary on page 9 for abbreviations along with accompanying Notes to Financial Statements.
3
INVESTMENT PORTFOLIO (unaudited) (continued)
As of June 30, 2019
NexPoint Strategic Opportunities Fund
Shares
Value
($)
Common Stock (continued)
RETAIL - 0.2%
294,500
Barnes & Noble, Inc.
1,970,205
TELECOMMUNICATION SERVICES - 3.8%
10,436
Gray Television, Class A (a)(d)
161,236
12,750
Sinclair Broadcast Group, Class A
683,782
132,801
TerreStar Corporation (a)(c)(e)
38,360,897
39,205,915
UTILITIES - 3.1%
327,750
Central Puerto ADR (a)
3,038,243
26,220
Entegra TC LLC (b)
—
138,250
Pampa Energia Spon ADR (a)
4,793,128
236,900
PG&E (a)(d)
5,429,748
794,300
Vistra Energy Corp. (d)
17,982,952
31,244,071
Total Common Stock (Cost $732,449,963)
654,018,644
Preferred Stock - 29.8%
FINANCIAL (f)(q) - 15.8%
14,500
Aberdeen Loan Funding, Ltd. (g)
2,117,725
15,000
Brentwood CLO, Ltd.
7,087,500
13,600
Brentwood Investors (g)
6,426,000
47,506
Eastland CLO, Ltd. (g)
21,674,613
7,750
Gleneagles CLO. Ltd. (g)
2,944,999
78,995
Federal National Mortgage Association 5.13% (h)
3,090,612
62,600
Grayson CLO, Ltd. (g)
26,135,500
13,700
Grayson Investors (g)
5,343,000
42,750
Greenbriar CLO, Ltd. (g)
26,077,500
125,000
Jasper CLO, Ltd.
4,781,250
10,000
Liberty CLO, Ltd. (g)
3,275,000
8,500
Red River CLO, Ltd.
2,347,808
4,871
Rockwall CDO (g)
2,618,163
15,300
Rockwall CDO, Ltd. (g)
8,223,750
6,000
Southfork CLO, Ltd. (g)
7,200
2,000
Stratford CLO (g)
1,030,000
41,500
Stratford CLO, Ltd. (g)
21,372,500
35,507
Westchester CLO, Ltd. (g)
16,510,755
161,063,875
REAL ESTATE INVESTMENT TRUST - 14.0%
99,223
Bluerock Residential Growth, Inc., REIT 7.63% (h)
2,571,860
126,816
Bluerock Residential Growth, Inc., REIT, Series D 7.13% (h)
See Glossary on page 9 for abbreviations along with accompanying Notes to Financial Statements.
5
INVESTMENT PORTFOLIO (unaudited) (continued)
As of June 30, 2019
NexPoint Strategic Opportunities Fund
Principal Amount
($)/Shares
Value
($)
Corporate Bonds & Notes (continued)
INFORMATION TECHNOLOGY (c)(l) - 0.0%
43,971,250
Avaya, Inc. 10.50%, 03/01/21
—
UTILITIES (l)(m) - 0.0%
Texas Competitive Electric Holdings Co., LLC
24,000,000
10.25%, 11/01/49
122,400
5,000,000
11.50%, 10/01/20
22,500
144,900
Total Corporate Bonds & Notes (Cost $16,355,066)
1,496,727
Units
Rights - 0.1%
UTILITIES - 0.1%
1,618,542
Texas Competitive Electric Holdings Co., LLC
1,281,885
Total Rights (Cost $5,007,431)
1,281,885
Foreign Corporate Bonds & Notes - 0.0%
NETHERLANDS - 0.0%
93,180,354
Celtic Pharma Phinco BV, 17.00%, (b)(l)
—
Total Foreign Corporate Bonds & Notes (Cost $62,254,526)
—
Convertible Bond - 0.0%
350,0000
Paratek Pharmaceuticals
238,875
Total Convertible Bonds (Cost $244,836)
238,875
Cash Equivalents - 2.7%
MONEY MARKET FUND (o) - 2.7%
27,101,617
Dreyfus Treasury & Agency Cash Management, Institutional Class, Class A 2.100%
27,101,617
Total Cash Equivalents (Cost $27,101,617)
27,101,617
Total Investments - 120.6%
1,229,020,714
(Cost $1,434,000,827)
Securities Sold Short - (1.0)%
Common Stock - (1.0)%
ENERGY - 0.0%
(8,451)
ESC Seventy Seven
—
INFORMATION TECHNOLOGY - (0.3)%
(27,450)
Zillow Group, Class A (p)
(1,256,112
)
(36,000)
Zillow Group, Inc., Class C (p)
(1,670,040
)
(2,926,152
)
Shares
Value
($)
Securities Sold Short (continued)
Common Stock (continued)
REAL ESTATE - (0.7)%
(60,600)
Innovative Industrial Properties, Class A
(7,487,736
)
Total Common Stock (Proceeds $9,818,429)
(10,413,888
)
Total Securities Sold Short - (1.0)% (Proceeds $9,818,429)
(10,413,888
)
Other Assets & Liabilities, Net (r) - (19.6)%
(199,462,833
)
Net Assets - 100.0%
1,019,143,993
(a)
Non-income producing security.
(b)
Securities with a total aggregate value of $528,077,082, or 51.8% of net assets, were classified as Level 3 within the three-tier fair value
hierarchy. Please see Notes to Investment Portfolio for an explanation of this hierarchy, as well as a list of unobservable inputs used in the valuation of these instruments.
(c)
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. The Board considers fair valued securities to be securities for which market quotations are not readily available and these securities may be valued using a combination of observable and unobservable
inputs. Securities with a total aggregate value of $195,469,698, or 19.2% of net assets, were fair valued under the Fund’s valuation procedures as of June 30, 2019. Please see Notes to Investment Portfolio.
(d)
All or part of this security is pledged as collateral for short sales. The market value of the securities pledged as collateral was $35,081,257.
(e)
Affiliated issuer. Assets with a total aggregate market value of $388,384,360, or 38.1% of net assets, were affiliated with the Fund as of June 30,
2019.
(f)
There is currently no rate available.
(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, 2019, these securities amounted to $243,696,935 or 23.9% of net assets.
(h)
Perpetual maturity. Maturity date presented represents the next call date.
(i)
Principal only security (“PO”). These types of securities represent the right to receive the monthly principal payments on an underlying pool
of mortgages. No payments of interest on the pool are passed through to the “principal only” holder.
(j)
Interest only security (“IO”). These types of securities represent the right to receive the monthly interest payments on an underlying pool of
mortgages. Payments of principal on the pool reduce the value of the “interest only” holding.
(k)
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. As of June 30, 2019, the LIBOR USD 1 Month and
LIBOR USD 3 Month rates were 2.49% and 2.60%, respectively. Senior loans, while exempt from registration under the Securities Act of 1933, as amended (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 maybe substantially less than the stated maturity shown.
6
See Glossary on page 9 for abbreviations along with accompanying Notes to Financial Statements.
INVESTMENT PORTFOLIO (unaudited) (continued)
As of June 30, 2019
NexPoint Strategic Opportunities Fund
(l)
The issuer is, or is in danger of being, in default of its payment obligation.
(m)
Represents value held in escrow pending future events. No interest is being accrued.
(n)
Variable or floating rate security. The base lending rates are generally the lending rate offered by one or more European banks such as the LIBOR. The
interest rate shown reflects the rate in effect June 30, 2019. LIBOR, otherwise known as London Interbank Offered Rate, is the benchmark interest rate that banks charge each other for short-term loans. Current LIBOR rates include 1 month
which is equal to 2.49% and 3 months equal to 2.60%.
(o)
Rate shown is 7 day effective yield.
(p)
No dividend payable on security sold short.
(q)
Securities of collateralized loan obligations where an affiliate of the Investment Adviser serves as collateral manager.
(r)
As of June 30, 2019, $4,000,786 in cash was segregated or on deposit with the brokers to cover investments sold short and or written option
contracts and is included in “Other Assets & Liabilities, Net”.
Future contracts outstanding as of
June 30, 2019 were as follows:
Description
Expiration Date
Number of Contracts
Notional Value
Unrealized (Depreciation)
Value
Short Futures:
Russell 2000 Index E-MINI
September 2019
(650
)
$
(49,728,835
)
$
(1,201,915
)
$
(50,930,750
)
Written option contracts outstanding as of June 30, 2019 were as follows:
Description
Exercise price
Counterparty
Expiration Date
Number of Contracts
Notional Value
Premium
Value
WRITTEN PUT OPTIONS:
Raytheon
$
170
August 2019
(287
)
(4,908,561
)
$
(152,287
)
$
(109,060
)
Raytheon
180
August 2019
(830
)
(14,195,490
)
(489,420
)
(788,500
)
Bristol-Myers Squibb
45
September 2019
(1,105
)
(5,102,890
)
(271,595
)
(236,470
)
Bristol-Myers Squibb
46
September 2019
(2,165
)
(9,997,970
)
(478,389
)
(567,230
)
Bristol-Myers Squibb
47
September 2019
(1,050
)
(4,848,900
)
(199,351
)
(341,250
)
Bristol-Myers Squibb
48
September 2019
(3,200
)
(14,777,600
)
(648,662
)
(1,264,000
)
Vistra Energy
24
July 2019
(2,150
)
(4,893,400
)
(187,717
)
(322,500
)
Energy Transfer
14
July 2019
(3,450
)
(4,864,500
)
(113,941
)
(96,600
)
Fortinet
75
September 2019
(2,040
)
(15,746,760
)
(971,991
)
(867,000
)
Fortinet
70
August 2019
(1,420
)
(10,960,980
)
(618,247
)
(227,200
)
Fortinet
75
August 2019
(1,330
)
(10,266,270
)
(571,064
)
(448,210
)
Broadcom
250
September 2019
(270
)
(8,109,450
)
(407,094
)
(140,400
)
Broadcom
270
September 2019
(300
)
(9,010,500
)
(590,631
)
(312,900
)
$
(5,700,389
)
$
(5,721,320
)
Reverse Repurchase Agreements outstanding as of June 30, 2019 were as follows:
Counterparty
Collateral Pledged
Interest Rate
Trade Date
Maturity Date
Repurchase Amount
Principal Amount
Value
BNP
Acis CLO, Ltd., Series 2014-3A, Class E, VAR 3M USD LIBOR+4.750%, 7.49%, 2/1/2026
4.14
4/18/2019
7/17/2019
$
4,220,450
$
6,000,000
$
(4,177,200
)
BNP
Acis CLO, Ltd., Series 2014-3A, Class F, VAR ICE LIBOR USD 3 Month+5.600%, 8.34%, 2/1/2026
4.34
4/18/2019
7/17/2019
3,031,045
5,000,000
(2,998,500
)
BNP
Argentine Republic Government International Bond, 3.75%, 12/31/38
3.25
4/18/2019
7/17/2019
6,443,204
15,202,972
(6,391,275
)
BNP
Argentine Republic Government International Bond, 3.75%, 12/31/38
3.25
4/18/2019
7/17/2019
1,901,273
4,486,123
(1,885,950
)
BNP
Argentine Republic Government International Bond, 3.75%, 12/31/38
3.25
4/18/2019
7/17/2019
3,522,263
8,310,906
(3,493,875
)
BNP
Argentine Republic Government International Bond, 5.88%, 01/11/28
3.25
4/18/2019
7/17/2019
2,295,107
3,700,000
(2,276,610
)
BNP
Argentine Republic Government International Bond, 6.88%, 01/11/48
3.25
4/18/2019
7/17/2019
2,777,888
5,000,000
(2,755,500
)
Mizuho
FREMF Mortgage Trust, Series 2018- KC02, Class C, 0.00%, 8/25/2025
3.88
4/26/2019
7/25/2019
33,636,749
76,080,350
(33,313,607
)
Mizuho
FREMF Mortgage Trust, Series 2018-K80, Class D, 0.00%, 8/25/2028
3.88
4/26/2019
7/25/2019
32,155,125
96,460,500
(31,846,217
)
Mizuho
FREMF Mortgage Trust, Series 2018-K80, Class X2A, 0.10%, 8/25/2050
3.88
4/26/2019
7/25/2019
5,148,446
1,040,243,833
(5,098,985
)
See Glossary on page 9 for abbreviations along with accompanying Notes to Financial Statements.
7
INVESTMENT PORTFOLIO (unaudited) (concluded)
As of June 30, 2019
NexPoint Strategic Opportunities Fund
Counterparty
Collateral Pledged
Interest Rate
Trade Date
Maturity Date
Repurchase Amount
Principal Amount
Value
Mizuho
FREMF Mortgage Trust, Series 2018- KC02, Class X2A, 0.10%, 7/25/2025
3.88
4/26/2019
7/25/2019
$
3,537,474
$
911,995,291
$
(3,503,490
)
Mizuho
FREMF Mortgage Trust, Series 2018-K80, Class X2B, 0.10%, 8/25/2050
3.88
4/26/2019
7/25/2019
1,241,428
244,366,905
(1,229,502
)
Mizuho
FREMF Mortgage Trust, Series 2018- KC02, Class X2B, 0.10%, 8/25/2025
3.88
4/26/2019
7/25/2019
407,160
101,440,350
(403,248
)
Mizuho
FREMF Trust Series 2018-KW04, Class C, 0.00%, 12/25/2032
3.88
4/26/2019
7/25/2019
9,012,782
45,871,176
(8,926,198
)
Mizuho
FREMF TrustSeries 2018-KW04, Class X2A, 0.10%, 9/25/2028
3.88
4/26/2019
7/25/2019
2,276,991
547,820,602
(2,255,117
)
Mizuho
FREMF TrustSeries 2018-KW04, Class X2B, 0.10%, 12/25/2032
3.88
4/26/2019
7/25/2019
295,652
61,162,105
(292,812
)
Total Reverse Repurchase Agreements
$
3,173,141,113
$
(110,848,087
)
8
See Glossary on page 9 for abbreviations along with accompanying Notes to Financial Statements.
GLOSSARY: (abbreviations that may be used in the preceding statements) (unaudited)
Currency Abbreviations:
USD
United States Dollar
Glossary:
ADR
American Depositary Receipt
CDO
Collateralized Debt Obligation
CLO
Collateralized Loan Obligation
ETF
Exchange-Traded Fund
MLP
Master Limited Partnership
PIK
Payment-in-Kind
REIT
Real Estate Investment Trust
Semi-Annual Report
9
STATEMENT OF ASSETS AND LIABILITIES
As of June 30, 2019 (unaudited)
NexPoint Strategic Opportunities Fund
($)
Assets
Investments, at value
840,636,354
Affiliated investments, at value (Note 11)
388,384,360
Total Investments, at value
1,229,020,714
Cash
16,311,847
Cash equivalents
27,101,167
Foreign currency
3,171,706
Restricted Cash — Securities Sold Short, written options, and reverse repurchase agreements (Note 2)
1,978,432
Foreign tax reclaim receivable
480
Receivable for:
Fund shares sold
2,009,432
Dividends and Interest
1,980,742
Investment sold
68,153
Prepaid expenses and other assets
65,539
Total assets
1,281,708,212
Liabilities:
Notes payable (Note 6)
129,127,620
Securities sold short, at value (Notes 2 and 8)
10,413,888
Reverse repurchase agreements (Note 3)
110,848,087
Written options contracts, at value (Note 3)
5,721,320
Deposits from counterparty
638,891
Payable for:
Investments purchased
2,539,059
Fund shares redeemed
1,697,572
Investment advisory and administration fees (Note 8)
990,478
Interest expense and commitment fee (Note 6)
201,152
Accounting services fees
138,984
Accrued dividends on securities sold short
36,360
Trustees fees
25,383
Accrued expenses and other liabilities
185,425
Total liabilities
262,564,219
Commitments and Contingencies (Note 7)
Net Assets Applicable to Common Shares
1,019,143,993
Net Assets Consist of:
Paid-in capital in excess of par
1,409,558,424
Total distributable loss
(390,414,431
)
Net Assets Applicable to Common Shares
1,019,143,993
Investments, at cost
1,001,574,204
Affiliated Investments, at cost (Note 11)
432,426,623
Cash equivalents, at cost (Note 2)
27,101,617
Proceeds from securities sold short
9,818,429
Proceeds from options premium
5,700,389
Proceeds from foreign currency
3,168,530
Common Shares
Net assets
1,019,143,993
Shares outstanding (unlimited authorization)
45,951,911.00
Net asset value per share ( Net assets/shares outstanding)
22.18
10
See accompanying Notes to Financial Statements.
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2019 (unaudited)
NexPoint Strategic Opportunities Fund
($)
Investment Income:
Income:
Dividends from unaffiliated issuers
15,657,744
Less: Foreign taxes withheld
(2,175
)
Securities lending income (Note 4)
1,227
Interest from unaffiliated issuers
6,293,713
Total income
21,950,509
Expenses:
Investment advisory (Note 8)
6,312,411
Interest expense and commitment fees (Note 6)
2,151,910
Dividends and fees on securities sold short (Note 2)
1,631,379
Advisor Administration fees (Note 8)
284,775
Audit and tax preparation fees
157,495
Legal fees
127,473
Custodian/wire agent fees
83,768
Reports to shareholders
79,510
Trustees fees (Note 8)
71,662
Insurance
48,772
Transfer agent fees
46,275
Tax expense
10,712
Pricing fees
8,407
Other
1,570,173
Total operating expenses before waiver and reimbursement (Note 6)
12,584,722
Less: Expenses waived or borne by the adviser and administrator
(93,000
)
Net operating expenses
12,491,722
Net investment income
9,458,787
Net Realized and Unrealized Gain (loss) on Investments
Realized Gain (Loss) on:
Investments from unaffiliated issuers
10,197,404
Investments from affiliated issuers (Note 11)
45
Securities sold short (Note 2)
275,709
Written options contracts (Note 3)
1,145,946
Futures contracts (Note 3)
(1,513,395
)
Foreign currency related transactions
(15,009
)
Net Change in Unrealized Appreciation (Depreciation) on:
Investments from unaffiliated issuers
26,176,464
Investments in affiliated issuers (Note 11)
13,020,815
Securities sold short (Note 2)
(1,367,061
)
Written options contracts (Note 3)
(20,931
)
Futures contracts (Note 3)
(1,201,915
)
Foreign currency related translations
(2,695,493
)
Net realized and unrealized gain (loss) on investments
44,002,579
Total increase in net assets resulting from operations
53,461,366
See accompanying Notes to Financial Statements.
11
STATEMENT OF CHANGES IN NET ASSETS
NexPoint Strategic Opportunities Fund
Six Months Ended June 30, 2019 (unaudited) ($)
Year Ended December 31, 2018 ($)
Increase (Decrease) in Net Assets
Operations:
Net investment income
9,458,787
21,282,563
Accumulated net realized gain on investments, securities sold short, written options, futures contracts and foreign currency
transactions
10,090,700
42,976,190
Net change in unrealized appreciation (depreciation) on investments, securities sold short, written options contracts and translation
of assets and liabilities denominated in foreign currency
33,911,879
(24,438,780
)
Net increase from operations
53,461,366
39,819,973
Distributions Declared to Common Shareholders:
Distribution
(41,573,262
)
(21,840,799
)
Return of capital:
—
(46,180,632
)
Total distributions declared to common shareholders:
(41,573,262
)
(68,021,431
)
Increase (Decrease) in net assets from operations and distributions
11,888,104
(28,201,458
)
Share transactions:
Proceeds from sale of shares
237,277,987
201,766,602
Value of distributions reinvested
2,266,729
1,837,035
Net increase from shares transactions
239,544,716
203,603,637
Total increase in net assets
251,432,820
175,402,179
Net Assets
Beginning of period
767,711,173
592,308,994
End of period
1,019,143,993
767,711,173
Change in Common Shares
Issued for distribution reinvested
13,300
81,157
Shares issued in rights offering (Note 12)
13,596,195
9,494,823
Net increase in common shares
13,609,495
9,575,980
12
See accompanying Notes to Financial Statements.
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2019 (unaudited)
NexPoint Strategic Opportunities Fund
($)
Cash Flows Provided by Operating Activities:
Net increase in net assets resulting from operations
53,461,366
Adjustments to Reconcile Net Investment Loss to Net Cash Used Provided by Operating Activities:
Purchases of investment securities from unaffiliated issuers
(287,680,062
)
Purchases of investment securities from affiliated issuers
(43,844,744
)
Proceeds from the disposition of investment securities from unaffiliated issues
115,921,550
Proceeds from the disposition of investment securities from affiliated issues
43,322,151
Purchases of securities sold short
(702,921
)
Proceeds of securities sold short
7,307,037
Amortization of premiums
(1,365,331
)
Net proceeds received from on written options contracts
6,846,335
Net realized gain on Investments from unaffiliated issuers
(10,197,404
)
Net realized gain on Investments from affiliated issuers
(45
)
Net realized loss on securities sold short and written options contracts, futures, and foreign currency transactions
106,749
Net change in unrealized appreciation (depreciation) on investments, affiliated investments, securities sold short, written options
contracts and futures contracts
(33,911,879
)
Decrease in restricted cash
(1,978,432
)
Decrease in receivable for investments sold
906,329
Decrease in dividends and interest receivable
205,600
Increase in foreign tax reclaim receivable
(480
)
Increase in prepaid expenses and other assets
(12,338
)
Decrease in receivable for variation margin
37,338
Decrease in due to broker
(16,210,740
)
Decrease in due to custodian
(7,854,306
)
Increase in payable for investments purchased
342,528
Increase in payable for reverse repurchase agreements
16,853,087
Increase in payables to related parties
127,947
Decrease in payable for distribution and shareholder service fees
(6,468,216
)
Decrease in payable to transfer agent fees
(11,703
)
Increase in accrued dividends on short sales
36,360
Decrease in payable for interest expense and commitment fees
(546,469
)
Decrease in payable for custody fees
(22
)
Decrease in accrued expenses and other liabilities
(338,989
)
Net cash flow provided by operating activities
(165,649,704
)
Cash Flows Used In Financing Activities:
Decrease in notes payable
(16,385,359
)
Distributions paid in cash
(39,306,533
)
Proceeds from shares sold
236,966,127
Net cash flow used in financing activities
181,274,235
Effect of exchange rate changes on cash
(2,710,502
)
Net Increase in Cash
12,914,029
Cash and Foreign Currency/Due to Custodian:
Beginning of period
3,397,818
End of period
16,311,847
Supplemental disclosure of cash flow information:
Reinvestment of distributions
1,926,869
Cash paid during the period for interest expense and commitment fees
2,698,379
*
Restricted cash consists of cash that has been segregated to cover the Portfolio’s collateral or margin obligations under derivative contracts. It
is separately reported on the Statement of Assets and Liabilities as Restricted Cash — Written Options.
See accompanying Notes to Financial Statements.
13
FINANCIAL HIGHLIGHTS
NexPoint Strategic Opportunities Fund
Selected data for a share outstanding throughout each period is as follows:
For
the Six Months Ended June 30, 2019 (unaudited)
For the Years Ended December 31,
2018
2017
2016
2015*
2014
Net Asset Value, Beginning of Period
$
23.74
$
26.02
$
25.89
$
22.92
$
53.92
$
11.34
Income from Investment Operations:
Net investment
income(a)
1.32
0.75
0.93
4.08
8.75
(b)
0.82
Net realized and unrealized gain (loss)
(1.68
)
0.83
2.88
1.69
(16.08
)
2.02
Total from Investment Operations
(0.36
)
1.58
3.81
5.77
(7.33
)
2.84
Less Distributions Declared to Common Shareholders:
From net investment income
(1.20
)
(0.77
)
(2.39
)
(2.80
)
(2.88
)
(0.70
)
From return of capital
—
(1.63
)
(0.01
)
—
—
—
From spin-off(d)
—
—
—
—
(20.79
)
—
Total distributions declared to Common Shareholders
(1.20
)
(2.40
)
(2.40
)
(2.80
)
(23.67
)
(0.70
)
Issuance of Common
Shares(e)
Shares issued
—
(1.46
)
(1.28
)
—
—
—
Net Asset Value, End of period
$
22.18
$
23.74
$
26.02
$
25.89
$
22.92
$
13.48
Market Value, End of period
$
26.75
$
19.93
$
25.29
$
22.77
$
20.44
$
11.23
Market Value Total Return(f)
(5.26
)%
(8.93
)%
27.31
%
27.69
%
(18.09
)%
26.77
%
Ratios to Average Net Assets / Supplemental Data:
Net Assets, End of Period (000’s)
$
1,019,144
$
767,711
$
592,309
$
414,800
$
366,078
$
860,877
Common Shares Information at End of Period:
Ratios based on average net assets of Common Shares:
Gross operating
expenses(g)
3.13
%
2.65
%
2.58
%
3.12
%
3.43
%
2.48
%
Net investment income
2.33
%
3.02
%
3.69
%
17.34
%
24.23
%(h)
6.45
%
Ratios based on average Managed Assets (as defined in Notes 8) of Common Shares:
Gross operating
expenses(g)
3.10
%
2.14
%
2.21
%
2.17
%
2.23
%
1.68
%
Net investment income
2.35
%
2.44
%
3.16
%
12.05
%
15.79
%(i)
4.38
%
Portfolio turnover
rate(j)
9
%
48
%
36
%
41
%
31
%
59
%
Average commission rate paid(k)
$
—
$
0.0263
$
0.0286
$
0.0294
$
0.0223
$
0.0266
*
Per share data prior to October 6, 2015 has been adjusted to give effect to a 4 to 1 reverse stock split.
(a)
Net investment income (loss) per share was calculated using average shares outstanding during the period.
(b)
Includes non-recurring dividend from NexPoint REIT.
(c)
Less than 0.005%.
(d)
On April 1, 2015, the Fund completed a spinoff transaction whereby shares of NexPoint Residential Trust, Inc. were distributed to shareholders in a
pro-rata taxable distribution.
(e)
Shares issued at a discount to NAV. The per share impact was derived by computing (A) the number of shares issued times (B) the difference
between the net proceeds per share and NAV divided by (C) the total shares outstanding following the share issuance.
(f)
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.
(g)
Supplemental expense ratios are shown below:
14
See accompanying Notes to Financial Statements.
FINANCIAL HIGHLIGHTS (concluded)
NexPoint Strategic Opportunities Fund
For
the Six Months Ended June 30, 2019 (unaudited)
For the Years Ended December 31,
2018
2017
2016
2015
2014
Ratios based on average net assets of Common Shares:
Net operating expenses (net of waiver/reimbursement, if applicable, but gross of all other operating expenses)
3.13
%
2.65
%
2.58
%
3.12
%
3.43
%
2.48
%
Interest expense and commitment fees
0.53
%
0.90
%
0.69
%
0.93
%
0.71
%
0.50
%
Dividends and fees on securities sold short
0.41
%
—
%(c)
—
%(c)
0.07
%
0.24
%
0.07
%
Ratios based on average Managed Assets of Common Shares;
Net operating expenses (net of waiver/reimbursement, if applicable, but gross of all other operating expenses)
3.10
%
2.14
%
2.21
%
2.17
%
2.23
%
1.68
%
Interest expense and commitment fee
0.53
%
0.73
%
0.59
%
6.50
%
4.60
%
0.34
%
Dividends and fees on securities sold short
0.41
%
—
%(c)
—
%(c)
0.05
%
0.15
%
0.04
%
(h)
Net investment income (excluding non-recurring dividend from NexPoint REIT) was 9.76%
(i)
Net investment income (excluding non-recurring dividend from NexPoint REIT) was 6.36%
(j)
Excludes in-kind activity
(k)
Represents the total dollar amount of commissions paid on portfolio transactions divided by total number of portfolio shares purchased and sold for
which commissions were charged
See accompanying Notes to Financial Statements.
15
NOTES TO FINANCIAL STATEMENTS (unaudited)
June 30, 2019
NexPoint Strategic Opportunities Fund
Note 1. Organization
NexPoint Strategic Opportunities Fund (formerly known as NexPoint Credit Strategies Fund) (the “Fund”) is a Delaware statutory trust and is registered with the U.S. 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. This
report includes information for the period ended June 30, 2019. 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 “the 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
applies 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 the Investment Adviser 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 its common shares, securities with readily available market quotations on the NYSE, National
Association of Securities Dealers Automated Quotation (“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 Fund’s 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 have
the capability to provide appropriate pricing services which have been approved by the Board.
Securities for which market quotations are not readily
available, or for which the Fund has determined that 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, but not limited to: (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 NAVs. 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. The NAV shown in the Fund’s financial
statements may vary from the NAV published by the Fund as of its period end because portfolio securities transactions are accounted for on the trade date (rather than the day following the trade date) for financial statement purposes.
16
Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
Fair Value Measurements
The Fund has performed an analysis of all existing investments and derivative instruments to determine the significance and character of inputs to their fair value determination. The levels of fair value inputs
used to measure the Fund’s investments are characterized into a fair value hierarchy. Where inputs for an asset or liability fall into more than one level in the fair value hierarchy, the investment is classified in its entirety based on the
lowest level input that is significant to that 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 and its affiliates. 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, 2019, 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, and securities sold short. 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.
Senior 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, and
warrants 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. The Fund’s real estate investments include equity interests in limited liability companies and equity issued by Real Estate Investment Trusts (“REITs”) that
invest in commercial real estate. The fair value of real estate investments that are not actively traded on national exchanges are based on internal models developed by the Investment Adviser. The significant inputs to the models include cash flow
projections for the underlying properties, capitalization rates and appraisals performed by independent valuation firms. These inputs are not readily observable, and the Fund has classified the investments as Level 3 assets. Exchange-traded
options are valued based on the last trade price on the primary exchange on which they trade. If an option does not trade, the mid-price, which is the mean of the bid and ask price, is utilized to value the
option.
At the end of each calendar quarter, the Investment Adviser 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, the
Investment Adviser 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
Semi-Annual Report
17
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately
realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with
investing in those securities. Transfers in and out of the levels are recognized at the value at the end of the period.
A summary of the inputs used to value the
Fund’s assets as of June 30, 2019 is as follows:
Total value at June 30, 2019
Level 1 Quoted Price
Level 2 Significant Observable Inputs
Level 3 Significant Unobservable Inputs
Assets
Common Stock
Chemicals
$
444,398
$
133,573
$
—
$
310,825
Communication Services
20,970,367
103,619
20,866,748
—
Consumer Discretionary
107,408
107,408
—
—
Energy
58,376,443
58,376,443
—
—
Financial
41,474,119
2,685,765
—
38,788,354
Gaming/Leisure
—
—
—
—
Healthcare
30,262,331
30,262,331
—
—
Housing
—
—
—
—
Industrials
15,821,604
14,037,229
1,784,375
—
Information Technology
45,765,331
45,765,331
—
—
Materials
898,309
117,530
—
780,779
Media and Telecommunications
473,546
473,546
—
—
Metals & Minerals
3,187,080
3,187,080
—
—
Pharmaceuticals
20,838,446
20,838,446
—
—
Real Estate
45,887,562
9,309,456
—
36,578,106
Real Estate Investment Trust
297,091,509
19,524,075
—
277,567,434
Retail
1,970,205
1,970,205
—
—
Telecommunication Services
39,205,915
39,205,915
—
—
Utilities
31,244,071
31,244,071
—
—
Preferred Stock
Financial
161,063,875
—
161,063,875
—
Real Estate Investment Trust
142,466,388
—
8,270,279
134,196,109
Agency Collateralized Mortgage Obligations
125,512,363
—
125,512,363
—
U.S. Senior Loans
Chemicals
790,537
—
—
790,537
Communication Services
21,548,568
—
118,419
21,430,149
Gaming/Leisure
9,074,471
—
—
9,074,471
Metals & Minerals
6,778,423
—
—
6,778,423
Utilities
92,329
—
92,329
—
Collateralized Loan Obligations
29,215,807
—
28,730,371
485,436
Sovereign Bonds
25,059,070
—
25,059,070
—
Master Limited Partnerships
Energy
15,065,600
15,065,600
—
—
Exchange Traded Funds
3,967,649
3,967,649
—
—
Warrants
Energy
195,408
—
195,408
—
Industrials
1,698,548
1,674,380
—
24,168
Information Technology
179,322
—
179,322
—
18
Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
Total value at June 30, 2019
Level 1 Quoted Price
Level 2 Significant Observable Inputs
Level 3 Significant Unobservable Inputs
Registered Investment Company
$
2,174,608
$
2,174,608
$
—
$
—
Corporate Bonds & Notes
Communication Services
79,468
—
79,468
—
Energy
1,272,359
—
68
1,272,291
Information Technology
—
—
—
—
Utilities
144,900
—
144,900
—
Rights
Utilities
1,281,885
—
1,281,885
—
Foreign Corporate Bonds & Notes
Netherlands
—
—
—
—
Convertible Bonds
238,875
—
238,875
—
Cash Equivalents
27,101,617
27,101,617
—
—
Total Assets
1,229,020,714
327,325,877
373,617,755
528,077,082
Liabilities
Securities Sold Short
Common Stock
Energy
—
—
—
—
Information Technology
(2,926,152
)
(2,926,152
)
—
—
Real Estate
(7,487,736
)
(7,487,736
)
—
—
Total Liabilities
(10,413,888
)
(10,413,888
)
—
—
Total
$
1,218,606,826
$
316,911,989
$
373,617,755
$
528,077,082
(1)
This category includes securities with a value of zero.
(2)
See Investment Portfolio detail for industry breakout.
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 period ended June 30, 2019.
Balance as of December 31, 2018
Transfers into Level 3
Transfers Out of Level 3
Net Amortization (Accretion) of Premium/ (Discount)
Net Realized Gains/ (Losses)
Net Unrealized Gains/ (Losses)
Net Purchase
Net (Sales)
Balance as of June 30, 2019
NexPoint Strategic Opportunities
Fund
U.S. Senior Loan
$
36,152,705
$
—
$
—
$
123,896
$
—
$
100,054
$
1,696,925
$
—
$
38,073,580
Corporate Bonds & Notes
1,272,291
—
—
—
(119,120
)
119,120
—
—
1,272,291
Warrant
67,234
—
—
—
—
(43,066
)
—
—
24,168
Preferred Stock
131,652,667
—
—
—
—
(856,558
)
3,400,000
—
134,196,109
Collateralized Loan Obligation
497,808
—
—
—
32
(45,322
)
32,918
—
485,436
Common Stock
342,484,107
—
—
—
—
(22,152,995
)
35,494,386
(1,800,000
)
354,025,498
Total
$
512,126,812
$
—
$
—
$
123,896
$
(119,088
)
$
(22,878,767
)
$
40,624,229
$
(1,800,000
)
$
528,077,082
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.
Semi-Annual Report
19
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
The following is a summary of significant unobservable inputs used in the fair valuation of assets and liabilities categorized within Level 3 of the fair value
hierarchy:
Category
Market Value at June 30, 2019
Valuation Technique
Unobservable Inputs
Input Value(s)
Common Stock
$
354,025,498
Multiples Analysis
Unadjusted Price/MHz-PoP
$0.12 - $0.95
Risk Discount
42.0% - 45.5%
Multiple of EBITDA
4.5x - 8.75x
Liquidity Discount
10% - 25%
Size Adjustment
10%
Discounted Cash Flow
Discount Rate
10% - 15.5%
Terminal Multiple
7.0x
Transaction Analysis
Multiple of EBITDA
8.0x - 8.5x
Transaction Indication of Value
Enterprise Value ($mm)
$365.0 - $771.0
Third-Party Valuation
Capitalization Rates
5.7% - 7.5%
Indication of Value
$3.09
Net Asset Value
N/A
N/A
Preferred Stock
134,196,109
Discounted Cash Flow
Discount Rate
8.5%
Internal Rate of Return
14.0%
Net Asset Value
N/A
N/A
U.S. Senior Loans
38,073,580
Discounted Cash Flow
Discount Rate
11.1% - 16.75%
Spread Adjustment
0.1% - 0.75%
Adjusted Appraisal
Liquidity Discount
10%
Asset Specific Adjustment
10%
Debt-Loan Spread
Adjusted Yield
9.82% - 16.59%
Swap Rate
1.72% - 1.77%
Corporate Bonds & Notes
1,272,291
Liquidation Analysis
Claim Amount: Percent of Par
6.9%
Collateralized Loan Obligations
485,436
Discounted Cash Flow
Discount Rate
9.1%
Warrants
24,168
Multiples Analysis
Multiple of EBITDA
7.0x - 8.75x
Discounted Cash Flow
Discount Rate
11.0% - 13.0%
Terminal Multiple
7.0x
Transaction Analysis
Multiple of EBITDA
8.0x - 8.5x
Total
$
528,077,082
In addition to the unobservable inputs utilized for various valuation methodologies, the Fund frequently uses a
combination of two or more valuation methodologies to determine fair value for a single holding. In such instances, the Fund assesses the methodologies and ascribes weightings to each methodology. The weightings ascribed to any individual
methodology ranged from as low as 10% to as high as 50% as of June 30, 2019. The selection of weightings is an inherently subjective process, dependent on professional judgement. These selections may have a material impact to the concluded fair
value for such holdings.
The significant unobservable input useds in the fair value measurement of the Fund’s REIT assets are the discount rates
and capitalization rates. Significant decreases (increases) in any of those inputs in isolation could result in a significantly higher (lower) fair value measurement.
The significant unobservable input used in the fair value measurement of the Fund’s preferred stock asset is the
discount rate. Significant decreases (increases) in any of those inputs in isolation could result in a significantly higher (lower) fair value measurement. The significant unobservable inputs used in the fair value measurement of the Fund’s
bank loan securities are: liquidity discount, asset specific discount, discount rate, spread adjustment, adjusted yield and swap rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower
(higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of the Fund’s common equity securities are: multiple of EBITDA, price/MHz-PoP multiple, risk
discount, illiquidity discount, size adjustment, discount rate and terminal multiple. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Generally, a change in
the assumption used
20
Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
for the risk discount is accompanied by a directionally opposite change in the assumption for the price/MHz-PoP multiple.
Security Transactions
Security transactions are accounted
for on the trade date. Realized gains/(losses) on investments sold are recorded on the basis of the specific identification method for both financial statement and U.S. federal income tax purposes taking into account any foreign taxes withheld.
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 and is verified. Interest income is recorded on the accrual basis.
Accretion of discount and amortization of premium on taxable bonds and loans 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.
The Investment Adviser 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, the Investment Adviser 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. In
certain years, this practice may result in the Fund distributing, during a particular taxable year, amounts in excess of the amount of income and gains earned therein. Such distributions would result in a portion of each distribution occurring in
that year to be treated as a return of capital to shareholders. Shareholders of the Fund will automatically have all distributions reinvested in Common Shares of the Fund issued by the Fund in accordance with the Fund’s Dividend Reinvestment
Plan (the “Plan”) unless an election is made to receive cash. The number of newly issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the lesser of
(i) the NAV per Common Share determined on the Declaration Date and (ii) the market price per Common Share as of the close of regular trading on the NYSE on the Declaration Date. Participants in the Plan 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/or sub-custodian bank(s) and
investments in money market funds deemed to be cash equivalents, and does not include cash posted as collateral in a segregated account or with broker-dealers.
Cash & Cash Equivalents
The Fund considers liquid assets deposited with a bank and certain short-term
debt instruments of sufficient credit quality with original maturities of three months or less to be cash equivalents. The Fund also considers money market instruments that invest in cash equivalents 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.
Semi-Annual Report
21
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
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 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. A 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. In some circumstances, a Fund may be allowed by its prime broker to utilize proceeds from securities sold short to
purchase additional investments, resulting in leverage. Securities and cash held as collateral for securities sold short are shown on the Investments Portfolios for the Fund. Cash held as collateral for securities sold short is classified as
restricted cash on the Statement of Assets and Liabilities, as applicable. Restricted cash in the amount of $1,978,432 was held with the broker 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. The Fund may make short sales “against the box” without respect to such limitations.
Other Fee Income
Fee income may consist of origination/closing fees, amendment fees, administrative agent
fees, transaction break-up fees and other miscellaneous fees. Origination fees, amendment fees, and other similar fees are non-recurring fee sources. Such fees are
received on a transaction by transaction basis and do not constitute a regular stream of income and are recognized when incurred.
Note 3. Derivative
Transactions
The Fund is subject to interest 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 may utilize options on securities or indices to varying degrees as part of their principal investment strategy. An option on a security is a contract that
gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or “strike” price.
The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. The Fund may hold
options, write option contracts, or both.
If an option written by the Fund expires unexercised, the Fund realizes on the expiration date a capital gain
equal to the premium received by the Fund at the time the option was written. If an option purchased by the Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an
exchange-traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, underlying security, exercise price and expiration). There can be no assurance, however, that a closing purchase or sale transaction
can be effected when the Fund desires. The Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if the cost of the closing option is
more than the premium received from writing the option, a capital loss. The Fund will realize a capital gain from a closing sale transaction if the premium received from the sale is more than the original premium
22
Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
paid when the option position was opened, or a capital loss, if the premium received from a sale is less than the original premium paid.
Reverse Repurchase Agreements
The Fund may engage in reverse repurchase agreement transactions with respect to
instruments that are consistent with the Fund’s investment objective or policies.
Additional Derivative Information
The Fund follows 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 (if applicable) 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, 2019:
Fair Value
Risk Exposure
Asset
Derivative
Liability
Derivative
Foreign Exchange Risk
$
—
$
5,721,320
The effect of derivative instruments on the Statement of Operations for the period ended June 30, 2019, is as follows:
Risk Exposure
Net Realized Gain(Loss) on Derivatives
Net Change in
Unrealized
Appreciation/ (Depreciation)
on Derivatives
Commodity Risk
$
—
(1)
$
—
Equity Price Risk
1,145,946
(1)(2)(3)
(1,222,846
)(4)(5)
Foreign Currency Risk
(15,009
)(1)(2)(3)
(2,695,493
)(4)
(1)
Statement of Operations location: Realized gain (loss) on future contracts.
(2)
Statement of Operations location: Realized gain (loss) on investments from unaffiliated issuers.
(3)
Statement of Operations location: Realized gain (loss) on written options contracts.
(4)
Statement of Operations location: Net change in unrealized appreciation/(depreciation) on investments.
(5)
Statement of Operations location: Net change in unrealized appreciation/(depreciation) on written options contracts.
The average monthly volume of derivative activity for the period ended June 30, 2019, is as follows:
Units/ Contracts
Appreciation/ (Depreciation)
Purchased Options Contracts
368
$
—
Written Options Contracts
4,912
—
Futures Contracts(1)
—
200,319
(1)
Futures Contracts average monthly volume is calculated using Appreciation/(Depreciation).
Note 4. Securities Lending
The Fund
may make secured loans of its portfolio securities amounting to not more than 331/3% of its portfolio securities, 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, securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities, sovereign debt, convertible bonds, irrevocable letters of credit issued by a bank as acceptable under the Fund’s securities lending agreement, initially with a value of 102% or 105% of the market value of the loaned
securities and thereafter maintained at a value of 100% of the market value of the loaned securities. The borrower pays to the Fund an amount equal to any interest or dividends received on securities subject to the loan. The Fund retains all or a
portion of the interest received on investment of the cash collateral and receives a fee from the borrower.
Securities lending transactions are
entered into pursuant to Securities Loan Agreements (“SLA”), which provide 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 SLA counterparty’s bankruptcy or insolvency. Under the SLA, 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
Semi-Annual Report
23
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
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.
During the period ended June 30, 2019, the Fundhad a balance of $1,227 in securities lending.
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. 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 the NAV of the Fund.
For the year ended December 31, 2018, permanent differences chiefly resulting from foreign currency gains and losses, defaulted bonds, partnership basis
adjustments, return of capital distributions from real estate investment trusts, passive foreign investment companies and, expired capital loss carry-overs, and paydowns and controlled foreign corporations were identified and reclassified among the
components of the Fund’s net assets as follows:
Undistributed Net Investment Income(1)
Accumulated Net Realized Gain/(Loss)(1)
Paid-in-Capital
$(1,095,303)
$
44,615,422
$
(43,520,119
)
(1)
Included in Total Distributable Earning (Loss) on the Statement of Assets and Liabilities.
For the year ended December 31, 2018, the Fund’s most recent tax year end, components of distributable earnings on a tax basis are as follows:
Other Temporary Differences(1)
Accumulated Capital and Other Losses
Net Tax Appreciation/ (Depreciation)
$(637,084)
$
(88,088,505
)
$
(223,876,195
)
(1)
Other Temporary Differences is comprised of dividend payable.
For the year ended December 31, 2018, 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.
No
Expiration
Long-Term(1)
Total
$88,088,505(2)(3)
$
88,088,505
(1)
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.
(2)
The Fund’s ability to utilize the capital loss carryforward may be limited.
(3)
During the current fiscal year, the Fund utilized $43,738,977 of capital loss carryforwards.
The tax character of distributions paid during the years ended December 31, 2018 and December 31, 2017 (unless otherwise indicated) is as follows:
Distributions Paid From:
2018
2017
Ordinary Income(1)
$
21,840,799
$
47,702,500
Return of Capital
46,180,632
181,540
(1)
For tax purposes, short-term capital gains distributions, if any, are considered ordinary income distributions.
Unrealized appreciation and depreciation at June 30, 2019, based on cost of investments for U.S. federal income tax purposes is:
Gross Appreciation
Gross Depreciation
Net Appreciation/ (Depreciation)(1)
Cost
$104,785,657
$
(309,765,770
)
$
(204,980,113
)
$
1,434,000,827
(1)
Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are primarily due to wash
sales, non-taxable dividends, partnership, Controlled Foreign Corporation and Passive Foreign Investment Company (Qualifying Electing Fund) basis adjustments and defaulted bonds.
Qualified Late Year Ordinary and Post October Losses
Under
current laws, certain capital losses and specified losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended December 31, 2018, the Fund did not
elect to defer net realized losses incurred from November 1, 2018 through December 31, 2018.
Note 6. Credit Agreements and Reverse
Repurchase Agreement
On May 16, 2013, the Fund entered into a Committed Facility Agreement with BNP Paribas Prime Brokerage, Inc.
24
Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
(“BNPP PB, Inc.”) (the “Committed Facility Agreement”). The current facility size of the Committed Facility Agreement is $135,000,000 and the Fund is required to pay 0.55% on
the uncommitted balance and LIBOR + a spread on amounts borrowed. The spread ranges from 0.60% to 1.30% depending on the quality of the holdings pledged to collateralize the loan. The Fund has the right to terminate the Committed Facility Agreement
on 90 days’ notice, and BNPP PB, Inc. has the right to terminate the Committed Facility Agreement immediately. As of June 30, 2019, the carrying value of the Committed Facility Agreement was $65,966,557. The fair value of the outstanding
Committed Facility Agreement was estimated to be $66,231,786, 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 year ended June 30, 2019, the average daily note balance was $79,888,582 at a weighted
average interest rate of 3.16%, excluding any commitment fee. With respect to the note balance, interest expense of $1,271,925 and uncommitted balance fee of $31,647.09 are included in interest expense in the Statement of Operations.
On November 16, 2017, the Fund entered into an agreement with BNP Paribas Securities Corporation (“BNP Securities”) under which it may from time to
time enter into reverse repurchase transactions pursuant to the terms of a master repurchase agreement and related annexes (collectively the “Repurchase Agreement”). A reverse repurchase transaction is a repurchase transaction in which the
Fund is the seller of securities or other assets and agrees to repurchase them at a date certain or on demand. Pursuant to the Repurchase Agreement, the Fund may agree to sell securities or other assets to BNP Securities for an agreed-upon price
(the “Purchase Price”), with a simultaneous agreement to repurchase such securities or other assets from BNP Securities for the Purchase Price plus a price differential that is economically similar to interest. The price differential is
negotiated for each transaction.
On February 16, 2018, the Fund entered into a bridge credit agreement (the “Bridge Agreement”) with
KeyBank, NA (“KeyBank”) whereby KeyBank agreed to loan the Fund up to $36,500,000. The interest is paid at a rate of LIBOR + 2.00%. The Fund paid an upfront fee of $182,500 to KeyBank as a condition to closing. On February 16, 2018,
KeyBank loaned $20 million to the Fund as a part of the Bridge Agreement. On May 29, 2018, the Fund amended the Bridge Agreement with KeyBank whereby KeyBank agreed to loan the Fund up to $71,500,000 with a refinancing date of
August 31, 2018, subject to extensions. The Fund paid an upfront fee of $52,500 to KeyBank as a condition to add the new maturity and updated commitment. On August 14, 2018, the Fund
amended and restated the Bridge Agreement with KeyBank whereby KeyBank agreed to loan the fund up to $75,000,000. On September 14, 2018, the available balance stepped down to $60,000,000.
The Fund paid an upfront fee of $375,000 to KeyBank as a condition to closing. The maturity date is August 29, 2020, subject to extensions, and interest is paid at a rate of LIBOR + 2.00%. As of December 31, 2018, the carrying value of the
Committed Facility Agreement was $55,400,000. The fair value of the outstanding Committed Facility Agreement was estimated to be $55,639,130, 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
year ended June 30, 2019, the average daily note balance was $35,538,767 at a weighted average interest rate of 4.11%, excluding any commitment fee. With respect to the note balance, interest expense of $1,477,257 and uncommitted balance fee of
$215,937 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 (excluding short-term borrowings) under its various leverage facilities.
Asset coverage is calculated by subtracting the Fund’s total liabilities, not including any amount representing bank borrowings 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
6/30/2019
$
239,975,707
524.7
%
12/31/2018
239,507,979
420.5
%
12/31/2017
31,933,494
1,954.8
12/31/2016
124,983,081
431.9
12/31/2015
186,625,315
(1)
296.2
(1)(2)
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
(1)
Excludes borrowings of $29,300,000 deemed to be short-term in nature.
(2)
The Fund closes its net asset value daily, and using asset prices available at the time of the December 31, 2015 NAV close, the Fund calculated asset
coverage of greater than 300%. The Fund received updated prices for certain instruments in January that were used for financial reporting purposes as part of this report. These updated prices pushed the percentage of asset coverage down to 296.2%.
As of February 4, 2016, the date that the Fund declared the February monthly dividend, the percentage of asset coverage was over 300%.
Semi-Annual Report
25
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
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 weekly 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 overseen by such Trustee based on relative net
assets. The “Highland Fund Complex” consists of all of the registered investment companies advised by the Investment Adviser or its affiliated advisers 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 as of the date of this report.
The
Fund pays no compensation to its officers, all of whom are employees of the Investment Adviser or one of its affiliates.
Indemnification
Under the Fund’s organizational documents, the officers and Trustees have been granted certain indemnification rights against certain
liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses.
The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the
Fund and, therefore, cannot be estimated.
Note 9. Disclosure of Significant Risks and Contingencies
The primary risks of investing in the Fund are described below in alphabetical order:
Counterparty Risk
Counterparty 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 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 their
counterparties. To limit the counterparty risk associated with such transactions, the Fund conducts business only with financial institutions judged by the Investment Adviser to present acceptable credit risk.
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.
Illiquid and Restricted Securities Risk
Certain investments made by the Fund are, and others 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. 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
26
Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
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 a Fund’s
expense, the Fund’s expenses would be increased. A high percentage of illiquid securities in a Fund creates a risk that such a Fund may not be able to redeem its shares without causing significant dilution to remaining shareholders.
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.
REIT-Specific 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.
Risks Associated with Options on Securities
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.
Risks of
Investing in Obligations of Stressed, Distressed and Bankrupt Issuers
The Fund may invest 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.
Risks of Investing in Senior Loans
The risk that the issuer
of a senior 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 interest rates, particularly long-term rates. Senior loans are also subject to the risk that, as interest rates rise, the cost
of borrowing increases, which may increase the risk of default. In addition, the interest rates of floating rate loans typically only adjust to changes in short-term interest rates; long-term interest rates can vary dramatically from short-term
interest rates. Therefore, senior loans may not mitigate price declines in a long-term interest rate environment. The Fund’s investments in senior loans are typically below investment grade and are considered speculative because of the credit
risk of their issuers.
Risks of Non-Diversification and Other Focused Strategies
While the Investment Adviser invests in a number of fixed income and equity instruments issued by different issuers and employs multiple investment strategies with
respect to the Trust’s investment portfolio, it is possible that a significant amount of the Trust’s investments could be invested
Semi-Annual Report
27
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
in the instruments of only a few companies or other issuers or that at any particular point in time one investment strategy could be more heavily weighted than the others. The focus of the
Trust’s investment portfolio in any one issuer would subject the Trust to a greater degree of risk with respect to defaults by such issuer or other adverse events affecting that issuer, and the focus of the portfolio in any one industry or
group of industries would subject the Trust to a greater degree of risk with respect to economic downturns relating to such industry or industries. The focus of the Trust’s investment portfolio in any one investment strategy would subject the
Trust to a greater degree of risk than if the Trust’s investment portfolio were varied in its investments with respect to several investment strategies.
Reverse Repurchase Agreement Risk
The Fund may enter into reverse repurchase transactions with BNP Securities
or other banks and securities dealers. A reverse repurchase transaction is a repurchase transaction in which the Fund is the seller of, rather than the investor in, securities or other assets and agrees to repurchase them at a date certain or on
demand. Use of a reverse repurchase transaction may be preferable to a regular sale and later repurchase of securities or other assets because it avoids certain market risks and transaction costs. Reverse repurchase transactions involve the risk
that the market value of securities and/or other assets purchased by the Fund with the proceeds received by the Fund in connection with such reverse repurchase transactions may decline below the market value of the securities the Fund is obligated
to repurchase under such reverse repurchase transactions. They also involve the risk that the counterparty liquidates the securities delivered to it by the Fund under the reverse repurchase agreement following the occurrence of an event of default
under the reverse repurchase agreement by the Fund. At the time when the Fund enters into a reverse repurchase transactions, liquid securities (cash, U.S. Government securities or other debt obligations) of the Fund having a value at least as great
as the Purchase Price of the securities to be purchased will be segregated on the books of the Fund throughout the period of the obligation. The use of these investment strategies may increase net asset value fluctuation.
Short Sales 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.
Gain Contingency
Claymore Holdings, LLC, a partially-owned affiliate of the Fund, is engaged in ongoing litigation that could result in a possible gain contingency to the Fund. The probability, timing, and potential amount of
recovery, if any, are unknown.
Valuation Risk
Certain of the Fund’s assets are fair valued, including the Fund’s primary illiquid asset, TerreStar. TerreStar is a nonoperating company that does not
currently generate revenue and which primarily derives its value from two spectrum frequencies, the license with respect to one of which was terminated by the FCC and is being contested by TerreStar on technical and public policy grounds. TerreStar
currently anticipates such contest may take between 12 to 30 months and expects deployment of its other spectrum asset to require a similar period of time. If TerreStar is ultimately unsuccessful in its efforts, the terminated license would not be
reinstated and the value of the TerreStar equity would likely be materially negatively impacted. The fair valuation of TerreStar involves uncertainty as it is materially dependent on these estimates. With regard to the likelihood of TerreStar
regaining the terminated license, the Investment Adviser assigned a high probability of success, based in part in consultation with outside experts.
Note 10. Investment Transactions
Purchases &
Sales of Securities
The cost of purchases and the proceeds from sales of investments, other than short-term securities, for the period ended
June 30, 2019, were as follows:
Other
Securities
Purchases
Sales
$219,130,070
$
97,613,561
28
Semi-Annual Report
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
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 a fund owns five percent or more of its outstanding voting securities or if the portfolio company is under common control. The table below
shows affiliated issuers of the Fund as of December 31, 2019:
Issuer
Shares at December 31, 2018
Beginning Value as of December 31, 2018
Purchases at Cost
Proceeds from Sales
Net Realized Gain/(Loss) on Sales of Affiliated Issuers
Change Unrealized Appreciation/ Depreciation
Ending Value as of June 30, 2019
Shares at June 30, 2019
Affiliated Income
Majority Owned, Not Consolidated
NexPoint Real Estate Opportunities, LLC, REIT (Common Stocks)
LLV Holdco LLC (U.S. Senior Loans, Common Stocks & Warrants)
9,708,922
7,741,953
—
—
—
1,332,518
9,074,471
11,343,088
—
NexPoint Residential Trust, Inc.
39,394
1,380,760
1,523,544
(23,194
)
45
417,804
3,298,959
79,685
9,637
TerreStar Corp. (U.S. Senior Loans & Common Stocks)
20,041,413
56,921,521
8,665,453
—
—
(5,795,928
)
59,791,046
21,584,403
2,102,601
Other Controlled
Allenby (Common Stocks)
585,035
1
22,746
—
—
(22,747
)
—
607,781
—
Claymore (Common Stocks)
1,874,553
2
71,180
—
—
(71,180
)
2
1,945,733
—
Total
191,038,762
$
335,028,107
$
43,668,845
$
(3,333,452
)
$
45
$
13,020,815
$
388,384,360
211,967,028
$
6,413,008
(1)
Includes the value of iHeart Communications, Inc. bonds as of December 31, 2017 and subsequent activity.
Note 12. Rights Offering and Stock Repurchase Plan
On April 19, 2017, the Fund announced a non-transferable rights offering (the “2017 Offering”) to purchase additional shares of common stock of the Fund. Each
shareholder of record on May 5, 2017 received one right for each common share held. Holders were entitled to purchase one new share of common stock for every three rights held at a subscription price of $20.93 per share, which was calculated as
the lesser of (1) 95% of the reported net asset value on May 24, 2017 (the “2017 Expiration Date”), or (2) 95% of the average of the last reported sales price of the Fund’s common shares on NYSE on the 2017 Expiration Date and on
each of the four trading days preceding the 2017 Expiration Date. The 2017 Offering was oversubscribed, with total subscriptions equal to 233% of the primary offering. As a result of the 2017 Offering and the Fund’s exercise of an
over-allotment option, 6,682,882 additional shares were issued. On November 2, 2016, the Fund announced a stock repurchase plan (the
“Repurchase Plan”) initially sized at $10 million as approved by the Board. The Repurchase Plan was scheduled to begin in December 2017 and continue for approximately six
months. In connection with the Offering, the Board approved the extension of the Repurchase Plan for a period of one year from the 2017 Expiration Date. The Repurchase Plan expired on May 24, 2018. No repurchases were made as part of the
repurchase plan prior to its expiration.
On April 20, 2018, the Fund announced a non-transferable rights
offering (the “2018 Offering”) to purchase additional shares of common stock of the Fund. Each shareholder of record on May 9, 2018 received one right for each common share held. Holders were entitled to purchase one new share of
common stock for every three rights held at a subscription price of $21.30 per share, which was calculated as the lesser of (1) 95% of the reported net asset value on May 29, 2018 (the “2018 Expiration Date”), or (2) 95% of the
average of the last reported sales price of the Fund’s common shares on NYSE on the 2018 Expiration Date and on each of the four
Semi-Annual Report
29
NOTES TO FINANCIAL STATEMENTS (unaudited) (concluded)
June 30, 2019
NexPoint Strategic Opportunities Fund
trading days preceding the 2018 Expiration Date. The 2018 Offering was oversubscribed, with total subscriptions equal to 177% of the primary offering. As a result of the 2018 Offering and the
Fund’s exercise of an over-allotment option, 9,494,823 additional shares were issued.
Note 13. New Accounting Pronouncements
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables — Nonrefundable Fees and Other Costs
(Subtopic 310-20). The amendments in this update shorten the amortization period for certain callable debt securities held at premium. Specifically, the amendments require the premium to be amortized to the
earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public entities this update will be effective for fiscal years beginning after
December 15, 2018, and for interim periods within those fiscal years. The Investment Adviser is currently evaluating the impact of this new guidance on the Fund’s financial statements.
In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure
Framework — Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify a number of disclosure requirements on fair value measurements required to be reported under Topic 820, Fair Value Measurement.
The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Investment Adviser is currently evaluating the impact of this new guidance on
the Fund’s financial statements.
Note 14. Unconsolidated Significant Subsidiaries
In accordance with Regulation S-X and GAAP, the Fund is not permitted to consolidate any subsidiary or other entity that is not an investment company, including those in
which the Fund has a controlling interest unless the business of the controlled subsidiary consists of providing services to the Fund. In accordance with Regulation S-X Rules
3-09 and 4-08(g), the Fund evaluates its unconsolidated controlled subsidiaries as significant subsidiaries under the respective rules. As of June 30, 2019, both
NexPoint Real Estate Opportunities, LLC and NexPoint Real Estate Capital, LLC were considered significant unconsolidated subsidiaries under Regulation S-X Rule 4-08(g).
Both subsidiaries are wholly owned by the Fund. Based on the requirements under Regulation S-X Rule 4-08(g), the summarized consolidated financial information of these
significant unconsolidated subsidiaries is presented below:
NexPoint Real Estate
Capital, LLC June 30, 2019 Unaudited
NexPoint Real Estate
Opportunities, LLC June 30, 2019 Unaudited
Balance Sheet:
Current Assets
$
3,784,000
$
15,861,000
Noncurrent Assets
32,736,000
436,914,000
Total Assets
36,520,000
452,775,000
Current Liabilities
190,000
15,390,000
Noncurrent Liabilities
703,000
225,933,000
Total Liabilities
893,000
241,323,000
Preferred Stock
100,000
125,000
Non-controlling interest (in consolidated investments)
—
(3,230,000
)
Invested Equity
35,527,000
214,557,000
Total Equity
35,627,000
211,452,000
NexPoint
Real Estate
Capital, LLC
For the Period Ended June 30, 2019 Unaudited
NexPoint
Real Estate
Opportunities, LLC
For the Period Ended June 30, 2019 Unaudited
Summary of Operations:
Net Sales
$
2,511,000
$
17,088,000
Gross Profit
2,477,000
2,241,000
Net Income
2,464,000
2,077,000
Net Income attributable to non-controlling interest (in consolidated investments), preferred
shares, and other comprehensive income
13,000
164,000
Note 15. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available to be issued and no such
subsequent events were identified.
30
Semi-Annual Report
ADDITIONAL INFORMATION (unaudited)
June 30, 2019
NexPoint Strategic Opportunities 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.
Dividend Reinvestment Plan
Unless the registered owner of Common Shares elects to receive cash by contacting
American Stock Transfer & Trust Company, LLC (“AST” or the “Plan Agent”), as agent for shareholders in administering the Plan, a registered owner will receive newly issued Common Shares for all dividends declared for
Common Shares of the Fund. If a registered owner of Common Shares elects not to participate in the Plan, they will receive all dividends in cash paid by check mailed directly to them (or, if the shares are held in street or other nominee name, then
to such nominee) by AST, as dividend disbursing agent. Shareholders may elect not to participate in the Plan and to receive all dividends in cash by sending written instructions or by contacting AST, as dividend disbursing agent, at the address set
forth below.
Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by contacting the Plan Agent
before the dividend record date;
otherwise such termination or resumption will be effective with respect to any subsequently declared dividend. Some brokers may automatically elect to receive cash on the shareholders’
behalf and may reinvest that cash in additional Common Shares of the Fund for them. The Plan Agent will open an account for each shareholder under the Plan in the same name in which such shareholder’s Common Shares are registered.
Whenever the Fund declares a dividend payable in cash, non-participants in the Plan will receive cash and participants in
the Plan will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Agent through receipt of additional unissued but authorized Common Shares from the Fund (“newly issued Common Shares”). The number of
newly issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the lesser of (i) the net asset value per Common Share determined on the Declaration Date and
(ii) the market price per Common Share as of the close of regular trading on the New York Stock Exchange (the “NYSE”) on the Declaration Date.
The Plan Agent maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common
Shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy
solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants. In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the
beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan. There
will be no brokerage charges with respect to Common Shares issued directly by the Fund.
The automatic reinvestment of dividends will not relieve
participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. Accordingly, any taxable dividend received by a participant that is reinvested in additional Common Shares will be subject to
federal (and possibly state and local) income tax even though such participant will not receive a corresponding amount of cash with which to pay such taxes. Participants who request a sale of shares through the Plan Agent are subject to a $2.50
sales fee and pay a brokerage commission of $0.05 per share sold. The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Fund
Semi-Annual Report
31
ADDITIONAL INFORMATION (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
reserves the right to amend the Plan to include a service charge payable by the participants. All correspondence concerning the Plan should be directed to the Plan Agent at American Stock
Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219; telephone (718) 921-8200.
Shareholder Loyalty Program
To promote loyalty and
long-term alignment of interests among the Fund’s shareholders, the Investment Adviser offers an incentive to shareholders that buy and hold the Fund’s common shares for a period of at least twelve months through its Shareholder Loyalty
Program (the “Program”). To participate in the Program, existing shareholders must open an account (the “Account”) with the Program’s administrator, American Stock Transfer & Trust Company (“AST”).
Subsequently, if a participant makes contributions to the Account during a defined trading period to purchase shares, the Investment Adviser will make a corresponding contribution equal to 2% of the participant’s contributions. For example, if
a participant contributes $10,000 to the Account during a defined trading period to purchase shares, the Adviser will make a corresponding contribution of $200, to purchase additional shares for the participant (the “Bonus Shares”). In
addition, Program participants will not be required to pay any customary selling commissions or distribution fees on the purchase of shares under the Program. The Investment Adviser will bear the costs of brokerage fees in connection with the
Program. While the portion of the Fund’s common shares that are acquired through the participant’s contribution will vest immediately, Bonus Shares will not vest until the first anniversary of the date that the Bonus Shares were purchased.
Vested shares will be held in the Account and Bonus Shares will be held in an account at AST for the conditional benefit of the shareholder. Under the Program, participants must purchase a minimum of $10,000 worth of shares in the initial
subscription and $5,000 in each subsequent subscription, unless the Investment Adviser, in its sole discretion, decides to permit subscriptions for a lesser amount. If the Fund’s common shares are trading at a discount, AST will purchase common
shares on behalf of participants in open-market purchases. If the Fund’s common shares are trading at a premium, AST may purchase common shares on behalf of participants in open market purchases or the Fund may sell common shares to the
Shareholder Loyalty Program by means of a prospectus or otherwise. All dividends received on shares that are purchased under the Program will be automatically reinvested through the Program. A participant’s interest in a dividend paid to the
holder of a vested share will vest immediately. A participant’s interest in a dividend paid to the holder of a Bonus Share will vest at the same time that the Bonus Share’s vesting requirements are met. In addition, for dividends paid to
holders of shares that were purchased with a
participant’s contributions, the Investment Adviser will make a corresponding contribution to the amount of the reinvested dividend equal to 2% of the dividend amount. AST maintains all
shareholders’ accounts in the Program and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Shares in the account of each Program participant will be held by AST on
behalf of the Program participant, and each shareholder proxy will include those shares purchased or received pursuant to a Program. AST will forward all proxy solicitation materials to participants and vote proxies for shares held under the Program
in accordance with the instructions of the participants. In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, AST will administer the Program on the basis of the number of common
shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Program. The Fund and the Investment Adviser reserve the right to amend or terminate the Program. To help
align the interests of the Investment Adviser’s employees with the interests of the Fund’s shareholders, the Investment Adviser offers a similar program to its employees. Participants in the Program should be aware that their receipt of
Bonus Shares under the Program constitutes taxable income to them. In addition, such participants owe taxes on that portion of any distribution that constitutes taxable income in respect of shares of our common stock held in their Program accounts,
whether or not such shares of common stock have vested in the hands of the participants. To the extent any payments or distributions under the Program are subject to U.S. federal, state or local taxes, the Fund, any participating affiliate of the
Fund or the agent for the Program may satisfy its tax withholding obligation by (1) withholding shares of Stock allocated to the participant’s account, (2) deducting cash from the participant’s account or (3) deducting cash
from any other compensation the participant may receive. Program participants should consult their tax advisers regarding the tax consequences to them of participating in the Program. The Program may create an incentive for shareholders to invest
additional amounts in the Fund. Because the Investment Adviser’s management fee is based on a percentage of the assets of the Fund, the Program will result in increased net revenues to the Investment Adviser if the increase in the management
fee due to the increased asset base offsets the costs associated with establishing and maintaining the Program.
Approval of NexPoint Strategic
Opportunities Fund Investment Advisory Agreement
The Fund has retained NexPoint Advisors, L.P. (the “Investment Adviser”) to manage the
assets of the Fund
32
Semi-Annual Report
ADDITIONAL INFORMATION (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
pursuant to an investment advisory agreement between the Investment Adviser and the Fund (the “Agreement”). The Agreement was initially approved by the Funds’ Board of Trustees,
including a majority of the Independent Trustees.
Following the initial two-year term, the Agreement continues
in effect from year-to-year, provided that such continuance is specifically approved at least annually by the vote of holders of at least a majority of the outstanding
shares of the Fund or by the Board of Trustees and, in either event, by a majority of the Independent Trustees of the Fund casting votes in person at a meeting called for such purpose.
During telephonic meetings held on August 16, 2018 and August 28, 2018, the Board of Trustees gave preliminary consideration to information bearing on the continuation of the Agreement for a one-year period commencing November 1, 2018 with respect to the Fund. The primary objective of the meetings was to ensure that the Trustees had the opportunity to consider matters they deemed relevant in
evaluating the continuation of the Agreement, and to request any additional information they considered reasonably necessary for their deliberations.
At
an in-person meeting held on September 16-17, 2018, the Board of Trustees, including the Independent Trustees, approved the continuance of the Agreement for a one-year period commencing on November 1, 2018. As part of its review process, the Board of Trustees requested, through Fund counsel and its independent legal counsel, and received from the Investment Adviser,
various information and written materials in connection with meetings of the Board of Trustees, including: (1) information regarding the financial soundness of the Adviser and the profitability of the Agreement to the Investment Adviser;
(2) information on the advisory and compliance personnel of the Investment Adviser, including compensation arrangements; (3) information on the internal compliance procedures of the Investment Adviser; (4) comparative information
showing how the Fund’s fees and operating expenses compare to those of other accounts of the Investment Adviser and comparable funds managed by unaffiliated advisers, both of which follow investment strategies similar to those of the Fund;
(5) information on the investment performance of the Fund, including comparisons of the Fund’s performance against that of other registered investment companies and comparable funds that follow investment strategies similar to those of the
Fund; (6) information regarding brokerage and portfolio transactions; and (7) information on any legal proceedings or regulatory audits or investigations affecting the Investment Adviser. After the August 2018 meetings, the Trustees
requested that the Investment Adviser provide additional information regarding various matters. In addition, the Trustees received an independent report from Morningstar Inc. (“Morningstar”), an independent source of
investment company data, relating to the Fund’s performance, volatility and expenses compared to the performance, volatility and expenses of a peer group determined by Morningstar to be
comparable. The Trustees also relied on information provided at periodic meetings of the Board of Trustees over the course of the year. The Trustees reviewed various factors discussed in independent counsel’s legal memoranda regarding their
responsibilities in considering the Agreement, the detailed information provided by the Investment Adviser and other relevant information and factors. The Trustees’ conclusions as to the approval of the Agreement were based on a comprehensive
consideration of all information provided to the Trustees without any single factor being dispositive in and of itself. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual
Trustees may have evaluated the information presented differently from one another, giving different weights to various factors.
The nature, extent,
and quality of the services to be provided by the Investment Adviser
The Board of Trustees considered the portfolio management services to be
provided by the Investment Adviser under the Agreement and the activities related to portfolio management, including use of technology, research capabilities, and investment management staff. The Trustees discussed the relevant experience and
qualifications of the personnel providing advisory services, including the background and experience of the members of the Fund’s portfolio management team. The Trustees reviewed the management structure, assets under management and investment
philosophies and processes of the Investment Adviser. The Trustees also reviewed and discussed information regarding the Investment Adviser’s compliance policies, procedures and personnel, including portfolio manager compensation arrangements.
The Trustees concluded that the Investment Adviser had the quality and depth of personnel and investment methods essential to performing their duties under the Agreement, and that the nature and the quality of such advisory services were
satisfactory.
The Investment Adviser’s historical performance in managing the Fund
The Board of Trustees reviewed the historical performance of the Fund over various time periods and reflected on previous discussions regarding matters bearing on the Investment Adviser’s performance at its
meetings throughout the year. With respect to the Fund, the Trustees discussed the historical performance of the Fund and contrasted the relative performance of the Fund and its portfolio management team to that of the Fund’s peers, as
represented by certain other registered investment companies and comparable funds that follow investment strategies similar to the Fund,
Semi-Annual Report
33
ADDITIONAL INFORMATION (unaudited) (continued)
June 30, 2019
NexPoint Strategic Opportunities Fund
as well as comparable indices and the Fund’s applicable Morningstar category. The Trustees concluded that the Fund’s performance or other relevant factors supported the continuation of
the Agreement relating to the Fund for an additional one-year period.
Among other data relating specifically to
the Fund’s performance, the Board took note of Morningstar’s explanatory note concerning its peer grouping analysis that, due to the limited number of funds in the closed-end universe, Morningstar
included peers from both the Fund’s native tactical allocation category, as well as the allocation 50-70% equity category, and relaxed its asset size criterion significantly in order to include a
sufficient number of funds.
The Board then considered that the Fund outperformed its benchmark index, the Bloomberg Barclays U.S. Aggregate Bond TR USD
Index over the one-, three, five- and 10-year periods ended June 30, 2017; however it underperformed over the 3-year period
ended June 30, 2018. The Board noted that the Fund underperformed its Morningstar peer group median and classification median over the three-year period; however, it outperformed its Morningstar peer group median and classification median for
the one- and five-year periods ended June 30, 2018. The Board also took into account management’s discussion of the Fund’s performance. With respect to performance that lagged the Fund’s
Morningstar peer group median, category median and/or benchmark for certain periods, the Trustees considered information provided by the Investment Adviser relating to the attribution of performance results for the Fund, including information that
demonstrated that the Fund’s underperformance was attributable, to a significant extent, to investment decisions (such as security selection or sector allocation) by the Investment Adviser that were reasonable under the circumstances prevailing
at the time and consistent with the Fund’s investment objective and policies.
With respect to the Fund, the Trustees concluded that the Fund’s
performance and other relevant factors supported the continuation of the Agreement.
The costs of the services to be provided by the Investment
Adviser and the profits to be realized by the Investment Adviser and its affiliates from their relationship with the Fund
The Board of Trustees also
gave consideration to the fees payable under the Agreement, the expenses the Investment Adviser incur in providing advisory services and the profitability to the Investment Adviser from managing the Fund, including: (1) information regarding
the financial condition of the Investment Adviser; (2) information regarding the total fees and payments received by the Investment Adviser for its services and, with respect to the Investment Adviser,
whether such fees are appropriate given economies of scale and other considerations; (3) comparative information showing (a) the fees payable under the Agreement versus the investment
advisory fees of certain registered investment companies and comparable funds that follow investment strategies similar to those of the Fund and (b) the expense ratios of the Fund versus the expense ratios of certain registered investment
companies and comparable funds that follow investment strategies similar to those of the Fund; and (4) information regarding the total fees and payments received and the related amounts waived and/or reimbursed by the Investment Adviser for
providing administrative services with respect to the Fund under separate agreements and whether such fees are appropriate. The Trustees also considered the so-called
“fall-out benefits” to the Investment Adviser with respect to the Fund, such as the reputational value of serving as Investment Adviser to the Fund, potential fees paid to the Investment
Adviser’s affiliates by the Fund or portfolio companies for services provided, including administrative services provided to the Fund by the Investment Adviser pursuant to separate, the benefits of scale from investment by the Fund in
affiliated funds, and the benefits of research made available to the Investment Adviser by reason of brokerage commissions (if any) generated by the Fund’s securities transactions, and, with respect to any Fund investments in one or more other
funds in the Highland fund complex, the fees paid to the Investment Adviser of the underlying Fund and its affiliates with respect to such investments. After such review, the Trustees determined that the anticipated profitability rates to the
Investment Adviser with respect to the Agreement were fair and reasonable. The Trustees also took into consideration the amounts waived and/or reimbursed, if any, where expense caps or advisory fee waivers had been implemented.
The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of
shareholders
The Board of Trustees considered the respective asset levels of the Fund over time and historical net expenses relative to such asset
levels, the information provided by the Investment Adviser relating to their costs and information comparing the fee rates charged by the Investment Adviser with fee rates charged by other unaffiliated investment advisers to their clients. The
Trustees concluded that the fee structures are reasonable, and with respect to the Investment Adviser, should result in a sharing of economies of scale in view of the information provided. The Board determined to continue to review ways, and the
extent to which, economies of scale might be shared between the Investment Adviser, on the one hand and shareholders of
34
Semi-Annual Report
ADDITIONAL INFORMATION (unaudited) (concluded)
June 30, 2019
NexPoint Strategic Opportunities Fund
the Fund on the other. The Board also requested that the Investment Adviser consider ways in which economies of scale can be shared with Fund shareholders.
Conclusion
Throughout the process, the Board of Trustees
was advised by Fund counsel and independent legal counsel, and was empowered to engage such other third parties or request additional information as it deemed appropriate. Following a further discussion of the factors above and the merits of the
Agreement and its various provisions, it was noted that in considering the approval of the Agreement, no single factor was determinative to the decision of the Board of Trustees. Rather, after weighing all of the factors and reasons discussed above,
the Trustees, including the Independent Trustees, unanimously agreed that the Agreement, including the advisory fees to be paid to the Investment Adviser, is fair and reasonable to the Fund in light of the services that the Investment Adviser
provides, the expenses that it incurs and the reasonably foreseeable asset levels of the Fund.
Submission of Proposal to a Vote of Shareholders
The annual meeting of shareholders of the Fund was held on June 22, 2018. The following is a summary of the proposal submitted to shareholders
for a vote at the meeting and the votes cast.
Proposal
Votes For
Votes Withheld
To elect John Honis as a Class III Trustee of the Fund, to serve for a three-year term expiring at the 2021 Annual
Meeting.
19,604,202
672,866
To elect Dustin Norris as a Class III Trustee of the Fund, to serve for a three-year term expiring at the 2021 Annual
Meeting.
19,755,210
521,858
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: Dr. Bob Froehlich, Timothy K. Hui, Ethan Powell and Bryan A. Ward.
Semi-Annual Report
35
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
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
2121 N.
Pearl Street, Suite 2000,
Dallas, TX 75201
Fund
Counsel
K&L Gates LLP
1 Lincoln Street
Boston, MA 02111
This report has been prepared for shareholders of NexPoint Strategic Opportunities 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 records for the most recent 12-month period ended December 31, are available (i) without charge, upon request, by calling
1-866-351-4440 and (ii) on the Securities and Exchange Commission’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. Shareholders may also obtain the Form
N-Q by visiting the Fund’s website at www.NexPointAdvisors.com.
On June 28, 2018, 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.
The Statement of Additional Information includes additional information about the Fund’s Trustees and is available upon
request without charge by calling 1-866-351-4440.
36
Semi-Annual Report
THIS PAGE LEFT BLANK INTENTIONALLY
NexPoint Strategic Opportunities Fund
6201 15th Avenue
Brooklyn, NY 11219
NexPoint Strategic Opportunities Fund
Semi-Annual Report, June 30, 2019
www.nexpointadvisors.com
NHF-SAR-0619
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 to Shareholders filed under Item 1 of this form.
(b)
Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
There has been no change, as of the date of this filing, in any of the
portfolio managers identified in response to paragraph (a)(1) of this Item in NexPoint Strategic Opportunities 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.
Purchases were made by “affiliated purchasers” during the period covered by this report:
AFFILIATED PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares (or Units)
Purchased
Average Price Paid per Share (or Unit)
Total Number of Shares (or Units)
Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value)
of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
October 1 through October 31, 2018
82,441
21.53
–
–
November 1 through November 31, 2018
62,911
21.64
–
–
December 1 through December 31, 2018
10,170
19.90
–
–
May 1 through May 31, 20191
905,613
17.74
905,613
–
1
Purchases by affiliates as a part of the Registrant’s Common Shares Rights Offering in May 2019.
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.
Item 11. Controls and Procedures.
(a)
Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures
that are designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act of 1940, as amended, is
recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and principal financial officer, recognizes that
any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Remediation of Material Weakness in Internal Control over Financial Reporting. As of June 30, 2019, management remediated the material
weakness previously identified as of December 31, 2018 relating to the application of ASC 820 and the reasonableness and reliability of assumptions used in the fair value model which is monitored by the Valuation Committee through the operation
of a review control (the “Material Weakness”). This control was not designed at an appropriate level of precision to ensure the accurate valuation of Level 3 securities. The Material Weakness resulted in material pricing errors
related to a hard-to-value security held by the Registrant over a period of time.
The steps management took to remediate this Material Weakness included: i) enhancing a separate review control by adding control activities
designed to operate at a level of precision which will enable such errors to be detected and by adding an additional member to the Valuation Sub-Committee to conduct such control activities, ii) providing
additional training to members of its Valuation Sub-Committee and Valuation Committee with respect to the application of ASC 820 and the usage of subject matter expert inputs as inputs to fair value
determinations, and iii) creating and implementing a guide for use of the Valuation Sub-Committee and the Valuation Committee for the application of ASC 820 to fair value models.
As a result of the remediation activities, management has determined that its controls were designed appropriately and at a sufficient level of
precision, and have been operating effectively for a sufficient period of time, such that the Material Weakness previously identified as of December 31, 2018 has been remediated as of June 30, 2019.
(b)
Changes in Internal Controls. Other than the completed enhancements to controls noted above, there have been no
changes in the Registrant’s internal controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Shareholder
Report on Form N-CSR.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) Not applicable.
(b) Not applicable.
Item 13. Exhibits.
(a)(1)
Not applicable.
(a)(2)
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)
Not applicable.
(a)(4)
Not applicable.
(b)
Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEXPOINT STRATEGIC OPPORTUNITIES FUND
By (Signature and Title):
/s/ James Dondero
James Dondero
President and Principal Executive Officer
Date: September 9, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as
amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By (Signature and Title):
/s/ James Dondero
James Dondero
President and Principal Executive Officer
Date: September 9, 2019
By (Signature and Title):
/s/ Frank Waterhouse
Frank Waterhouse
Treasurer, Principal Accounting Officer and Principal Financial Officer
