Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21866
HIGHLAND FUNDS I
(Exact name of registrant as specified in charter) | ||||
200 Crescent Court Suite 700 Dallas, Texas 75201
| ||||
(Address of principal executive offices)(Zip code) | ||||
Highland Capital Management Fund Advisors, L.P. 200 Crescent Court Suite 700 Dallas, Texas 75201
| ||||
(Name and Address of Agent for Service) |
Registrant’s telephone number, including area code: (877) 665-1287
Date of fiscal year end: June 30
Date of reporting period: December 31, 2015
1
Table of Contents
Item 1: Reports to Stockholders.
A copy of the Reports to Shareholders transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), is attached herewith.
2
Table of Contents
Highland Funds I
Highland Long/Short Equity Fund
Highland Long/Short Healthcare Fund
Highland Floating Rate Opportunities Fund
Highland Opportunistic Credit Fund
Semi-Annual Report
December 31, 2015
Table of Contents
Highland Funds I
Highland Long/Short Equity Fund
Highland Long/Short Healthcare Fund
Highland Floating Rate Opportunities Fund
Highland Opportunistic Credit Fund
1 | ||||
5 | ||||
6 | ||||
22 | ||||
24 | ||||
25 | ||||
33 | ||||
37 | ||||
49 | ||||
73 | ||||
73 | ||||
Economic and market conditions change frequently.
There is no assurance that the trends described in this report will continue or commence.
A prospectus must precede or accompany this report. Please read the prospectus carefully before you invest.
Table of Contents
Highland Long/Short Equity Fund |
Objective
Highland Long/Short Equity Fund seeks consistent, above average total returns primarily through capital appreciation, while also attempting to preserve capital and mitigate risk through hedging activities.
Net Assets as of December 31, 2015
$888.1 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of Highland Long/Short Equity Fund at the end of the reporting period. Highland Long/Short Equity Fund is actively managed and the composition of its portfolio will change over time.
Sectors as of 12/31/2015 (%)(1)(2) | Long Exposure | Short Exposure | Net Exposure | |||||||||||
Consumer Discretionary | 17.0 | (4.5 | ) | 12.5 | ||||||||||
Consumer Staples | 3.9 | (2.3 | ) | 1.6 | ||||||||||
Energy | 3.9 | (1.0 | ) | 2.9 | ||||||||||
Financial | 16.8 | (4.2 | ) | 12.6 | ||||||||||
Healthcare | 5.8 | (0.7 | ) | 5.1 | ||||||||||
Industrials | 3.9 | (3.6 | ) | 0.3 | ||||||||||
Information Technology | 26.9 | (4.7 | ) | 22.2 | ||||||||||
Materials | 2 | (1.2 | ) | 0.8 | ||||||||||
Telecommunication Services | 1.2 | — | 1.2 | |||||||||||
Utilities | — | (0.3 | ) | (0.3 | ) |
Top 5 Holdings as of 12/31/2015 (%)(1)(2) Long Securities | Short Securities | |||||||||
CIT Group, Inc. | 4.4 | Cognizant Technology Solutions Corp., Class A | (1.4 | ) | ||||||
CDK Global, Inc. | 3.8 | Texas Instruments, Inc. | (1.3 | ) | ||||||
Alphabet, Inc., Class C | 3.5 | Martin Marietta Materials, Inc. | (1.2 | ) | ||||||
Norwegian Cruise Line Holdings, Ltd. | 3.1 | Polaris Industries, Inc. | (1.2 | ) | ||||||
Kraft Heinz Co. (The) | 2.6 | Expeditors International of Washington, Inc. | (1.2 | ) |
The Fund’s investment activities, such as short sales, which theoretically involve unlimited loss potential, involve a significant degree of risk. The Fund is non-diversified and may invest a larger portion of its assets in the securities of fewer issuers than if the Fund were diversified.
Please refer to Note 9, Disclosure of Significant Risks and Contingencies, for more information.
(1) | Long and short sectors and securities are calculated as a percentage of total net assets. |
(2) | Excludes the Fund’s investment in an investment company purchased with cash collateral from securities lending. |
Semi-Annual Report | 1 |
Table of Contents
FUND PROFILE (unaudited)
Highland Long/Short Healthcare Fund |
Objective
Highland Long/Short Healthcare Fund seeks long-term capital appreciation.
Net Assets as of December 31, 2015
$599.9 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of Highland Long/Short Healthcare Fund at the end of the reporting period. Highland Long/Short Healthcare Fund is actively managed and the composition of its portfolio will change over time.
Sectors as of 12/31/2015 (%)(1)(2) | Long Exposure | Short Exposure | Net Exposure | |||||||||||
Consumer Discretionary | 0.3 | — | 0.3 | |||||||||||
Consumer Staples | — | (1.5 | ) | (1.5 | ) | |||||||||
Financial | 0.4 | (1.9 | ) | (1.5 | ) | |||||||||
Healthcare: Biotechnology | 26.1 | (17.3 | ) | 8.8 | ||||||||||
Healthcare Distributors | 1.3 | — | 1.3 | |||||||||||
Healthcare Equipment | 14.0 | (7.9 | ) | 6.1 | ||||||||||
Healthcare Facilities | 9.2 | (1.2 | ) | 8.0 | ||||||||||
Healthcare Services | 1.9 | (1.1 | ) | 0.8 | ||||||||||
Healthcare Supplies | 3.4 | (1.7 | ) | 1.7 | ||||||||||
Healthcare Technology | 1.8 | — | 1.8 | |||||||||||
Life Sciences Tools & Services | 2.1 | (7.9 | ) | (5.8 | ) | |||||||||
Managed Healthcare | 6.3 | (0.5 | ) | 5.8 | ||||||||||
Pharmaceuticals | 33.0 | (8.7 | ) | 24.3 | ||||||||||
Industrials | — | (0.4 | ) | (0.4 | ) |
Top 5 Holdings as of 12/31/2015 (%)(1)(2) Long Securities | Short Securities | |||||||||
Bristol-Myers Squibb Co. | 5.7 | Zimmer Holdings, Inc. | (3.5 | ) | ||||||
Pfizer, Inc. | 5.0 | Stryker Corp. | (2.3 | ) | ||||||
Johnson & Johnson | 4.9 | Amgen, Inc. | (2.1 | ) | ||||||
Aetna, Inc. | 4.5 | St Jude Medical, Inc. | (2.1 | ) | ||||||
Regeneron Pharmaceuticals, Inc. | 4.3 | Incyte Corp., Ltd. | (1.8 | ) |
The Fund’s investment activities, such as short sales, which theoretically involve unlimited loss potential, involve a significant degree of risk. The Fund is non-diversified and may invest a larger portion of its assets in the securities of fewer issuers than if the Fund were diversified.
The Fund’s performance largely depends on the healthcare industry and is susceptible to economic, political and regulatory risks.
Please refer to Note 9, Disclosure of Significant Risks and Contingencies, for more information.
(1) | Long and short sectors and securities are calculated as a percentage of total net assets. |
(2) | Excludes the Fund’s investment in an investment company purchased with cash collateral from securities lending. |
2 | Semi-Annual Report |
Table of Contents
FUND PROFILE (unaudited)
Highland Floating Rate Opportunities Fund |
Objective
Highland Floating Rate Opportunities Fund seeks to provide a high level of current income, consistent with preservation of capital.
Net Assets as of December 31, 2015
$591.1 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of Highland Floating Rate Opportunities Fund at the end of the reporting period. Highland Floating Rate Opportunities Fund is actively managed and the composition of its portfolio will change over time.
Floating rate loan investments present special financial risks. Defaults on the loans, nonpayment and prepayment of principal could affect the valuation of the portfolio’s holdings. Short sales theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. The Fund’s ability to invest in high-yield debt securities (or junk securities) generally subjects the Fund to greater risk. The use of leverage involves certain risks, such as greater volatility of the NAV of the Fund’s shares and the nonpayment of dividends.
Quality Breakdown as of 12/31/2015 (%)(1)(2) | ||||
BBB | 5.7 | |||
BB | 33.1 | |||
B | 42.4 | |||
CCC | 4.1 | |||
D | 0.7 | |||
Not Rated | 14.0 |
Top 5 Sectors as of 12/31/2015 (%)(2) | ||||
Media & Telecommunications | 18.1 | |||
Financial | 15.2 | (3) | ||
Service | 15.0 | |||
Utility | 8.6 | |||
Healthcare | 8.2 |
Top 10 Holdings as of 12/31/2015 (%)(2) | ||||
Metro-Goldwyn-Mayer, Inc. (Common Stocks) | 6.5 | |||
CCS Medical, Inc., (U.S. Senior Loans) | 4.2 | |||
Weight Watchers International, Inc. 4.00%, 04/02/20 (U.S. Senior Loans) | 3.5 | |||
Texas Competitive Electric Holdings Co. LLC 4.73%, 10/10/17 (U.S. Senior Loans) | 2.4 | |||
Media General, Inc. (Common Stocks) | 2.4 | |||
JC Penney Corp., Inc. 6.00%, 05/22/2018 (U.S. Senior Loans) | 1.7 | |||
Scientific Games International, Inc. 6.00%, 10/18/20 (U.S. Senior Loans) | 1.7 | |||
iHeartCommunications, Inc. 7.17%, 01/30/19 (U.S. Senior Loans) | 1.6 | |||
Spin Holdco, Inc. 4.25%, 11/14/19 (U.S. Senior Loans) | 1.6 | |||
Doncasters U.S. Finance LLC 4.50%, 04/09/20 (U.S. Senior Loans) | 1.4 |
The Fund is non-diversified and may invest a larger portion of its assets in the securities of fewer issuers than if the Fund were diversified.
Please refer to Note 9, Disclosure of Significant Risks and Contingencies, for more information.
(1) | Quality is calculated as a percentage of total senior loans, collateralized loan obligations and corporate bonds & notes. Sectors and holdings are calculated as a percentage of total net assets. The quality ratings reflected were issued by Standard & Poors, a nationally recognized statistical rating organization. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Quality ratings reflect the credit quality of the underlying bonds in the Fund’s portfolio and not that of the Fund itself. Credit quality ratings assigned by a rating agency are subjective opinions, not statements of fact, and are subject to change, including daily. The ratings assigned by credit rating agencies are but one of the considerations that the Fund’s investment adviser incorporates into its credit analysis process, along with such other issuer-specific factors as cash flows, capital structure and leverage ratios, ability to de-leverage through free cash flow, quality of management, market positioning and access to capital, as well as such security-specific factors as the terms of the security (e.g., interest rate, and time to maturity) and the amount of any collateral. Quality Ratings are subject to change. |
(2) | Excludes the Fund’s investment in an investment company purchased with cash collateral from securities lending. |
(3) | Includes Collateralized Loan Obligations. |
Semi-Annual Report | 3 |
Table of Contents
FUND PROFILE (unaudited)
Highland Opportunistic Credit Fund |
Objective
Highland Opportunistic Credit Fund (the “Fund”) seeks to achieve high total returns while minimizing losses.
Net Assets as of December 31, 2015
$51.6 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of Highland Opportunistic Credit Fund at the end of the reporting period. Highland Opportunistic Credit Fund is actively managed and the composition of its portfolio will change over time.
Quality Breakdown as of 12/31/2015 (%)(1) | ||||
BB | 20.9 | |||
B | 45.4 | |||
CCC | 12.3 | |||
Not Rated | 21.4 |
Top 5 Sectors as of 12/31/2015 (%)(2) | ||||
Financial | 26.6 | (3) | ||
Utility | 26.3 | |||
Energy | 19.3 | |||
Media & Telecommunications | 9.9 | |||
Information Technology | 9.6 |
Top 10 Holdings as of 12/31/2015 (%)(2) | ||||
Texas Competitive Electric Holdings Co. LLC (U.S. Senior Loans) | 9.2 | |||
Momentive Performance Materials, Inc., 4.69%, 04/24/22 (Corporate Bonds & Notes) | 6.3 | |||
Entegra TC LLC 9.25%, 10/02/2020 (U.S. Senior Loans) | 6.2 | |||
Ocean Rig UDW, Inc., 7.25%, 04/01/19 (Corporate Bonds & Notes) | 5.5 | |||
iHeartCommunications, Inc., 7.17%, 01/30/2019 (U.S. Senior Loans) | 5.5 | |||
Weight Watchers International, Inc., 4.00%, 04/02/2020 (U.S. Senior Loans) | 5.0 | |||
Evergreen Skills Lux S.a.r.l., 04/28/2021 (Foreign Denominated or Domiciled Senior Loans) | 4.5 | |||
Toys ‘R’ Us-Delaware, Inc. 9.75%, 04/24/2020 (U.S. Senior Loans) | 4.1 | |||
Scientific Games International, Inc., 10.00% 12/01/22 (U.S. Senior Loans) | 4.1 | |||
Euramax International, Inc. (U.S. Senior Loans) | 4.0 |
The Fund is non-diversified and may invest a larger portion of its assets in the securities of fewer issuers than if the Fund were diversified.
Please refer to Note 9, Disclosure of Significant Risks and Contingencies, for more information.
(1) | Quality is calculated as a percentage of total senior loans, collateralized loan obligations and corporate bonds & notes. Sectors and holdings are calculated as a percentage of total net assets. The quality ratings reflected were issued by Standard & Poors, a nationally recognized statistical rating organization. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Quality ratings reflect the credit quality of the underlying bonds in the Fund’s portfolio and not that of the Fund itself. Credit quality ratings assigned by a rating agency are subjective opinions, not statements of fact, and are subject to change, including daily. The ratings assigned by credit rating agencies are but one of the considerations that the Fund’s investment adviser incorporates into its credit analysis process, along with such other issuer-specific factors as cash flows, capital structure and leverage ratios, ability to de-leverage through free cash flow, quality of management, market positioning and access to capital, as well as such security-specific factors as the terms of the security (e.g., interest rate, and time to maturity) and the amount of any collateral. Quality Ratings are subject to change. |
(2) | Excludes the Fund’s investment in an investment company purchased with cash collateral from securities lending. |
(3) | Includes Collateralized Loan Obligations |
4 | Semi-Annual Report |
Table of Contents
December 31, 2015 |
A guide to understanding each Fund’s financial statements
Investment Portfolio | The Investment Portfolio details each of the Fund’s holdings and their 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 each 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 a Fund’s liabilities (including any unpaid expenses) from the total of the Fund’s investment and non-investment 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 each Fund and the expenses incurred by each Fund during the reporting period. The Statement of Operations also shows any net gain or loss a 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 a Fund’s net increase or decrease in net assets from operations. | |
Statement of Changes in Net Assets | This statement details how each 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, excluding restricted cash, 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 each 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 Funds, certain of their 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. |
Semi-Annual Report | 5 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited)
As of December 31, 2015 | Highland Long/Short Equity Fund |
Shares | Value ($) | |||||||
| Common Stocks - 81.4% | |||||||
CONSUMER DISCRETIONARY - 17.0% | ||||||||
31,815 | Amazon.com, Inc. (a)(b) | 21,503,440 | ||||||
14,800 | AutoZone, Inc. (a)(b) | 10,980,268 | ||||||
343,678 | Burlington Stores, Inc. (a)(b) | 14,743,786 | ||||||
782,051 | ClubCorp Holdings, Inc. (a) | 14,288,072 | ||||||
227,199 | Dollar General Corp. (a) | 16,328,792 | ||||||
244,354 | J Alexander’s Holdings, Inc. (b) | 2,668,346 | ||||||
281,000 | Kohl’s Corp. (c) | 13,384,030 | ||||||
173,600 | Lowe’s Cos., Inc. | 13,200,544 | ||||||
350,000 | Mattel, Inc. (c) | 9,509,500 | ||||||
471,534 | Norwegian Cruise Line Holdings, Ltd. (b) | 27,631,892 | ||||||
157,840 | Sally Beauty Holdings, Inc. (b) | 4,402,158 | ||||||
73,491 | Sonic Corp. | 2,374,494 | ||||||
|
| |||||||
151,015,322 | ||||||||
|
| |||||||
CONSUMER STAPLES - 3.9% | ||||||||
282,000 | Fresh Market, Inc. (The) (b) | 6,604,440 | ||||||
317,480 | Kraft Heinz Co. (The) (a) | 23,099,845 | ||||||
109,788 | Pinnacle Foods, Inc. (a) | 4,661,598 | ||||||
|
| |||||||
34,365,883 | ||||||||
|
| |||||||
ENERGY - 3.9% | ||||||||
540,000 | Parsley Energy, Inc., Class A (b) | 9,963,000 | ||||||
150,300 | Pioneer Natural Resources Co. | 18,844,614 | ||||||
238,172 | RSP Permian, Inc. (b) | 5,809,015 | ||||||
|
| |||||||
34,616,629 | ||||||||
|
| |||||||
FINANCIAL - 16.8% | ||||||||
983,523 | CIT Group, Inc. | 39,045,863 | ||||||
518,266 | E*TRADE Financial Corp. (a)(b) | 15,361,404 | ||||||
505,590 | EverBank Financial Corp. | 8,079,328 | ||||||
205,960 | Extra Space Storage, Inc., REIT (a) | 18,167,732 | ||||||
830,758 | FNFV Group (a)(b) | 9,329,412 | ||||||
143,105 | McGraw Hill Financial, Inc. (a) | 14,107,291 | ||||||
326,115 | Morgan Stanley | 10,373,718 | ||||||
199,388 | Ryman Hospitality Properties, REIT (a) | 10,296,396 | ||||||
477,600 | Santander Consumer USA Holdings, Inc. (b) | 7,569,960 | ||||||
554,755 | Synchrony Financial (b) | 16,870,100 | ||||||
|
| |||||||
149,201,204 | ||||||||
|
| |||||||
HEALTHCARE - 5.8% | ||||||||
65,700 | Allergan PLC (b) | 20,531,250 | ||||||
947,300 | Boston Scientific Corp. (b) | 17,468,212 | ||||||
89,600 | Medtronic PLC | 6,892,032 | ||||||
118,856 | Mylan NV (b) | 6,426,544 | ||||||
|
| |||||||
51,318,038 | ||||||||
|
| |||||||
INDUSTRIALS - 3.9% | ||||||||
200,100 | Danaher Corp. | 18,585,288 | ||||||
186,159 | KLX, Inc. (a)(b) | 5,731,836 | ||||||
333,199 | Pendrell Corp. (b) | 166,966 | ||||||
383,800 | XPO Logistics, Inc. (b) | 10,458,550 | ||||||
|
| |||||||
34,942,640 | ||||||||
|
| |||||||
INFORMATION TECHNOLOGY - 26.9% | ||||||||
182,900 | Alibaba Group Holding, Ltd. ADR (b) | 14,864,283 | ||||||
40,800 | Alphabet, Inc., Class C (b) | 30,962,304 |
Shares | Value ($) | |||||||
INFORMATION TECHNOLOGY (continued) | ||||||||
81,600 | Apple, Inc. | 8,589,216 | ||||||
45,000 | Avago Technologies Ltd. | 6,581,866 | ||||||
709,120 | CDK Global, Inc. | 33,661,926 | ||||||
393,200 | Ciena Corp. (a)(b) | 8,135,308 | ||||||
89,000 | F5 Networks, Inc. (b) | 8,629,440 | ||||||
206,588 | Facebook, Inc., Class A (b) | 21,621,500 | ||||||
300,537 | Hortonworks, Inc. (b)(c) | 6,581,760 | ||||||
35,000 | Mellanox Technologies, Ltd. (b) | 1,486,272 | ||||||
180,363 | NXP Semiconductor NV (a)(b) | 15,195,583 | ||||||
67,300 | Palo Alto Networks, Inc. (b) | 11,854,222 | ||||||
286,725 | Sabre Corp. | 8,019,698 | ||||||
174,160 | Salesforce.com, Inc. (b) | 13,654,144 | ||||||
124,300 | SanDisk Corp. | 9,445,557 | ||||||
76,200 | ServiceNow, Inc. (a)(b) | 6,595,872 | ||||||
108,000 | Splunk, Inc. (b) | 6,351,480 | ||||||
307,109 | Super Micro Computer, Inc. (b)(c) | 7,527,242 | ||||||
239,500 | Visa, Inc., Class A (c) | 18,573,225 | ||||||
|
| |||||||
238,330,898 | ||||||||
|
| |||||||
MATERIALS - 2.0% | ||||||||
186,453 | Vulcan Materials Co. | 17,707,442 | ||||||
|
| |||||||
TELECOMMUNICATION SERVICES - 1.2% | ||||||||
103,541 | SBA Communications Corp., Class A (a)(b) | 10,879,053 | ||||||
|
| |||||||
Total Common Stocks | 722,377,109 | |||||||
|
| |||||||
Contracts | ||||||||
| Purchased Call Options (d) - 0.0% | |||||||
450 | athenahealth, Inc. Strike price $165.00, expires 01/15/2016 | 104,625 | ||||||
500 | athenahealth, Inc. Strike price $170.00, expires 01/15/2016 | 53,750 | ||||||
1,250 | Netflix, Inc. Strike price $130.00, expires 01/15/2016 | 32,500 | ||||||
750 | SPDR S&P 500 ETF Trust Strike price $210.00, expires 01/15/2016 | 23,250 | ||||||
2,325 | SPDR S&P 500 ETF Trust Strike price $213.00, expires 01/15/2016 | 18,600 | ||||||
1,250 | SPDR S&P 500 ETF Trust Strike price $214.00, expires 01/15/2016 | 7,500 | ||||||
4,500 | Walt Disney Co. (The) Strike price $120.00, expires 01/15/2016 | 4,500 | ||||||
|
| |||||||
Total Purchased Call Options | 244,725 | |||||||
|
| |||||||
| Purchased Put Options (d) - 0.1% | |||||||
100 | Amazon.com, Inc. Strike price $645.00, expires 01/15/2016 | 38,700 | ||||||
1,000 | Royal Caribbean Cruises, Ltd. Strike price $90.00, expires 01/15/2016 | 19,500 | ||||||
1,000 | SPDR S&P 500 ETF Trust Strike price $198.00, expires 02/09/2016 | 270,227 | ||||||
|
| |||||||
Total Purchased Put Options | 328,427 | |||||||
|
|
6 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Long/Short Equity Fund |
Shares | Value ($) | |||||||
| Registered Investment Companies (e) - 3.7% |
| ||||||
33,116,569 | State Street Navigator Prime Securities Lending Portfolio | 33,116,569 | ||||||
|
| |||||||
Total Registered Investment Companies | 33,116,569 | |||||||
|
| |||||||
| Cash Equivalents - 17.3% | |||||||
153,944,508 | State Street Institutional Liquid Reserves Fund | 153,944,508 | ||||||
|
| |||||||
Total Cash Equivalents | 153,944,508 | |||||||
|
| |||||||
| Total Investments - 102.5% | 910,011,338 | ||||||
|
| |||||||
| (Cost $926,264,852) | |||||||
| Securities Sold Short (f) - (24.4)% | |||||||
| Exchange-Traded Funds - (1.9)% | |||||||
55,000 | Consumer Discretionary Select Sector SPDR Fund, ETF | (4,298,250 | ) | |||||
73,803 | Market Vectors Semiconductor, ETF | (3,932,224 | ) | |||||
201,600 | SPDR S&P Retail, ETF | (8,717,184 | ) | |||||
|
| |||||||
Total Exchange-Traded Funds | (16,947,658 | ) | ||||||
|
| |||||||
| Common Stocks - (22.5)% | |||||||
CONSUMER DISCRETIONARY - (4.5)% | ||||||||
29,300 | Advance Auto Parts, Inc. | (4,409,943 | ) | |||||
69,738 | Dollar Tree, Inc. (g) | (5,385,168 | ) | |||||
123,149 | Polaris Industries, Inc. | (10,584,657 | ) | |||||
82,000 | Royal Caribbean Cruises, Ltd. | (8,299,220 | ) | |||||
180,065 | Steven Madden, Ltd. (g) | (5,441,564 | ) | |||||
76,800 | Tempur Sealy International, Inc. (g) | (5,411,328 | ) | |||||
|
| |||||||
(39,531,880 | ) | |||||||
|
| |||||||
CONSUMER STAPLES - (2.3)% | ||||||||
94,969 | Blue Buffalo Pet Products, Inc. (g) | (1,776,870 | ) | |||||
172,300 | Energizer Holdings, Inc. | (5,868,538 | ) | |||||
185,000 | Flowers Foods, Inc. | (3,975,650 | ) | |||||
112,600 | WhiteWave Foods Co. (The) (g) | (4,381,266 | ) | |||||
144,400 | Whole Foods Market, Inc. | (4,837,400 | ) | |||||
|
| |||||||
(20,839,724 | ) | |||||||
|
| |||||||
ENERGY - (1.0)% | ||||||||
205,000 | Ensco PLC, Class A | (3,154,950 | ) | |||||
337,717 | Laredo Petroleum Holdings, Inc. (g) | (2,698,359 | ) | |||||
253,843 | Marathon Oil Corp. | (3,195,883 | ) | |||||
|
| |||||||
(9,049,192 | ) | |||||||
|
| |||||||
FINANCIAL - (4.2)% | ||||||||
69,500 | American Tower Corp., REIT | (6,738,025 | ) | |||||
125,750 | Bank of the Ozarks, Inc. | (6,219,595 | ) | |||||
63,500 | Comerica, Inc. | (2,656,205 | ) | |||||
44,835 | Cullen/Frost Bankers, Inc. | (2,690,100 | ) | |||||
58,740 | East West Bancorp, Inc. | (2,441,234 | ) | |||||
408,350 | Huntington Bancshares, Inc. | (4,516,351 | ) | |||||
100,000 | LendingClub Corp. (g) | (1,105,000 | ) | |||||
45,000 | Moody’s Corp. | (4,515,300 | ) | |||||
115,555 | Pebblebrook Hotel Trust, REIT | (3,237,851 | ) |
Shares | Value ($) | |||||||
FINANCIAL (continued) | ||||||||
14,690 | Prosperity Bancshares, Inc. | (703,064 | ) | |||||
50,700 | Texas Capital Bancshares, Inc. (g) | (2,505,594 | ) | |||||
|
| |||||||
(37,328,319 | ) | |||||||
|
| |||||||
HEALTHCARE - (0.7)% | ||||||||
82,500 | MEDNAX, Inc. (g) | (5,911,950 | ) | |||||
|
| |||||||
INDUSTRIALS - (3.6)% | ||||||||
228,950 | Expeditors International of Washington, Inc. | (10,325,645 | ) | |||||
30,200 | FedEx Corp. | (4,499,498 | ) | |||||
141,600 | Sensata Technologies Holding NV (g) | (6,522,096 | ) | |||||
59,300 | United Technologies Corp. | (5,696,951 | ) | |||||
189,500 | USG Corp. (g) | (4,602,955 | ) | |||||
|
| |||||||
(31,647,145 | ) | |||||||
|
| |||||||
INFORMATION TECHNOLOGY - (4.7)% | ||||||||
58,000 | ARM Holdings PLC, ADR | (2,633,105 | ) | |||||
39,383 | Check Point Software Technologies, Ltd. (g) | (3,204,989 | ) | |||||
200,000 | Cognizant Technology Solutions Corp., Class A (g) | (12,004,000 | ) | |||||
261,700 | Corning, Inc. | (4,783,876 | ) | |||||
71,800 | Qualys, Inc. (g) | (2,375,862 | ) | |||||
203,721 | Texas Instruments, Inc. | (11,165,948 | ) | |||||
102,300 | Twitter, Inc. (g) | (2,367,222 | ) | |||||
39,000 | WEX, Inc. (g) | (3,447,600 | ) | |||||
|
| |||||||
(41,982,602 | ) | |||||||
|
| |||||||
MATERIALS - (1.2)% | ||||||||
78,300 | Martin Marietta Materials, Inc. | (10,694,214 | ) | |||||
|
| |||||||
UTILITIES - (0.3)% | ||||||||
107,388 | TECO Energy, Inc. | (2,861,890 | ) | |||||
|
| |||||||
Total Common Stocks | (199,846,916 | ) | ||||||
|
| |||||||
Total Securities Sold Short | (216,794,574 | ) | ||||||
|
| |||||||
| Other Assets & Liabilities, Net - 21.9% | 194,834,413 | ||||||
|
| |||||||
| Net Assets - 100.0% | 888,051,177 | ||||||
|
|
(a) | All or part of this security is pledged as collateral for short sales and written options contracts. The market value of the securities pledged as collateral was $167,233,722. |
(b) | Non-income producing security. |
(c) | Securities (or a portion of securities) on loan. As of December 31, 2015, the market value of securities loaned was $32,269,623. The loaned securities were secured with cash collateral of $33,116,569. Collateral is calculated based on prior day’s prices. See Note 4. |
(d) | Options are shown at market value. |
(e) | Represents investments of cash collateral received in connection with securities lending. |
(f) | As of December 31, 2015, $213,842,531 in cash was segregated or on deposit with the brokers to cover investments sold short and is included in “Other Assets & Liabilities, Net.” |
(g) | No dividend payable on security sold short. |
See accompanying Notes to Financial Statements. | 7 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Long/Short Equity Fund |
Glossary:
ADR | American Depositary Receipt | |
ETF | Exchange-Traded Fund | |
GSI | Goldman Sachs International | |
GSSI | Goldman Sachs Sector Index | |
GSS2DPOS | Data Processing Outsourcing Services | |
GSS2FDPR | Food Products 2 | |
GSS2HOTL | Hotels & Leisure excluding Restaurants | |
GSS2INBK | Investment Bank/Dividend Cap Market | |
GSSIAPLS | Application Software 2 | |
GSSIINSS | International Soft Services | |
GSSITHSP | Tech Hardware Storage 2 | |
PLC | Public Limited Company | |
REIT | Real Estate Investment Trust | |
SPDR | Standard & Poor’s Depositary Receipt |
The Fund had the following swap contracts open at December 31, 2015:
Description | Underlying Basket | Counter- party | Expiration Date | Notional Amount | Value | Upfront Premiums Paid (Received) | Unrealized Appreciation (Depreciation) | |||||||||||||||||||||
Short Equity Index TRS | GSSIINSS | GSI |
| October 24, 2016 |
| $ | (8,475,080 | ) | $ | (8,547,274 | ) | $ | 0 | $ | (72,194 | ) | ||||||||||||
Short Equity Index TRS | GSSITHSP | GSI |
| October 31, 2016 |
| (4,659,589 | ) | (4,241,556 | ) | 0 | 418,033 | |||||||||||||||||
Short Equity Index TRS | GSSIAPLS | GSI |
| October 31, 2016 |
| (9,265,967 | ) | (9,142,804 | ) | 0 | 123,163 | |||||||||||||||||
Short Equity Index TRS | GSS2HOTL | GSI |
| November 3, 2016 |
| (6,359,281 | ) | (6,352,500 | ) | 0 | 6,781 | |||||||||||||||||
Short Equity Index TRS | GSS2FDPR | GSI |
| November 10, 2016 |
| (9,161,421 | ) | (9,139,320 | ) | 0 | 22,101 | |||||||||||||||||
Short Equity Index TRS | GSS2DPOS | GSI | | November 21, 2016 | | (9,254,448 | ) | (8,910,719 | ) | 0 | 343,729 | |||||||||||||||||
Short Equity Index TRS | GSS2INBK | GSI | | November 21, 2016 | | (9,390,959 | ) | (9,129,210 | ) | 0 | 261,749 | |||||||||||||||||
|
| |||||||||||||||||||||||||||
Total Swap Contracts |
| $ | 1,103,362 | |||||||||||||||||||||||||
|
|
Written options contracts outstanding as of December 31, 2015 were as follows:
Description | Exercise Price | Expiration Date | Number of Contracts | Notional Value | Premium | Value | ||||||||||||||||||
WRITTEN CALL OPTIONS: | ||||||||||||||||||||||||
Netflix, Inc. | $ | 145.00 | January 2016 | 300 | $ | 4,350,000 | $ | 45,086 | $ | (3,000 | ) | |||||||||||||
WRITTEN PUT OPTIONS: | ||||||||||||||||||||||||
SPDR S&P 500 ETF Trust | $ | 195.00 | January 2016 | 1,000 | 19,500,000 | 183,767 | (58,000 | ) | ||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total Written Options Contracts | $ | 228,853 | $ | (61,000 | ) | |||||||||||||||||||
|
|
|
|
CERTAIN TRANSFERS ACCOUNTED FOR AS SECURED BORROWINGS
Remaining Contractual Maturity of the Agreements
Overnight and Continuous | Total | |||||||
Securities Lending Transactions1 | ||||||||
Common Stock | $ | 33,116,569 | $ | 33,116,569 | ||||
Total Borrowings | $ | 33,116,569 | $ | 33,116,569 | ||||
Gross amount of recognized liabilities for securities lending transactions | $ | 33,116,569 |
1 | Amounts represent the payable for cash collateral received on securities on loan. This will generally be in “Overnight and Continuous” column as the securities are typically callable on demand. |
8 | Semi-Annual Report |
Table of Contents
INVESTMENT PORTFOLIO (unaudited)
As of December 31, 2015 | Highland Long/Short Healthcare Fund |
Principal Amount ($) | Value ($) | |||||||
| U.S. Senior Loans (a) - 0.4% |
| ||||||
HEALTHCARE - 0.4% | ||||||||
| Healthcare Facilities - 0.4% |
| ||||||
2,233,592 | Surgery Center Holdings, Inc. Second Lien Term Loan 8.50%, 11/03/2021 | 2,121,912 | ||||||
|
| |||||||
Total U.S. Senior Loans | 2,121,912 | |||||||
|
| |||||||
| Corporate Bonds & Notes (b) - 1.3% |
| ||||||
HEALTHCARE - 1.3% | ||||||||
| Healthcare Services - 1.3% |
| ||||||
11,500,000 | Crimson Merger Sub, Inc. 6.63%, 05/15/2022 | 7,906,250 | ||||||
|
| |||||||
Total Corporate Bonds & Notes | 7,906,250 | |||||||
|
| |||||||
| Foreign Corporate Bonds & Notes (b) - 1.3% |
| ||||||
HEALTHCARE - 1.3% | ||||||||
| Pharmaceuticals - 1.3% |
| ||||||
9,000,000 | Valeant Pharmaceuticals International, Inc. 6.13%, 04/15/2025 | 8,055,000 | ||||||
|
| |||||||
Total Foreign Corporate Bonds & Notes | 8,055,000 | |||||||
|
| |||||||
Shares | ||||||||
| Common Stocks - 93.9% |
| ||||||
CONSUMER DISCRETIONARY - 0.3% | ||||||||
74,500 | Service Corp. International | 1,938,490 | ||||||
|
| |||||||
HEALTHCARE - 93.6% | ||||||||
| Biotechnology - 23.6% |
| ||||||
177,592 | Amicus Therapeutics, Inc. (c) | 1,722,642 | ||||||
171,832 | Baxalta, Inc. | 6,706,603 | ||||||
184,981 | Celgene Corp. (c) | 22,153,324 | ||||||
218,394 | Coherus Biosciences, Inc. (c)(d) | 5,014,326 | ||||||
420,898 | EPIRUS Biopharmaceuticals, Inc. (c) | 1,300,575 | ||||||
397,329 | FibroGen, Inc. (c) | 12,106,615 | ||||||
241,463 | Insys Therapeutics, Inc. (c)(d) | 6,913,086 | ||||||
1,273,470 | Minerva Neurosciences, Inc. (c)(d)(e) | 7,729,963 | ||||||
35,296 | Neurocrine Biosciences, Inc. (c) | 1,996,695 | ||||||
216,421 | Otonomy, Inc. (c)(d) | 6,005,683 | ||||||
236,572 | Portola Pharmaceuticals, Inc. (c) | 12,171,629 | ||||||
336,157 | ProQR Therapeutics NV (c) | 2,917,843 | ||||||
267,713 | Radius Health, Inc. (c)(d) | 16,475,058 | ||||||
47,240 | Regeneron Pharmaceuticals, Inc. (c) | 25,645,179 | ||||||
146,815 | Sage Therapeutics, Inc. (c)(d) | 8,559,314 | ||||||
111,770 | Sarepta Therapeutics, Inc. (c)(d) | 4,312,087 | ||||||
|
| |||||||
141,730,622 | ||||||||
|
| |||||||
| Healthcare Distributors - 1.3% |
| ||||||
40,000 | McKesson Corp. | 7,889,200 | ||||||
|
| |||||||
| Healthcare Equipment - 14.0% |
| ||||||
374,796 | Abbott Laboratories | 16,832,088 | ||||||
46,862 | ABIOMED, Inc. (c) | 4,230,701 |
Shares | Value ($) | |||||||
| Healthcare Equipment (continued) |
| ||||||
421,187 | Amedica Corp. (c)(d) | 50,037 | ||||||
463,064 | Boston Scientific Corp. (c) | 8,538,900 | ||||||
57,980 | DexCom, Inc. (c) | 4,748,562 | ||||||
115,552 | Edwards Lifesciences Corp. (c) | 9,126,297 | ||||||
170,245 | Medtronic PLC | 13,095,245 | ||||||
1,046,011 | NEOVASC, Inc. (c) | 4,707,050 | ||||||
179,610 | NuVasive, Inc. (c) | 9,718,697 | ||||||
167,919 | STERIS plc | 12,651,018 | ||||||
|
| |||||||
83,698,595 | ||||||||
|
| |||||||
| Healthcare Facilities - 8.8% |
| ||||||
65,365 | Amsurg Corp. (c) | 4,967,740 | ||||||
406,464 | Brookdale Senior Living, Inc. (c) | 7,503,326 | ||||||
107,433 | Capital Senior Living Corp. (c) | 2,241,052 | ||||||
180,178 | HCA Holdings, Inc. (c) | 12,185,438 | ||||||
90,000 | Kindred Healthcare, Inc. | 1,071,900 | ||||||
122,449 | Surgical Care Affiliates, Inc. (c) | 4,874,695 | ||||||
244,581 | Tenet Healthcare Corp. (c) | 7,410,804 | ||||||
36,010 | Universal Health Services, Inc., Class B | 4,302,835 | ||||||
154,200 | VCA, Inc. (c)(f) | 8,481,000 | ||||||
|
| |||||||
53,038,790 | ||||||||
|
| |||||||
| Healthcare Services - 0.6% |
| ||||||
58,870 | Accretive Health, Inc. (c) | 188,384 | ||||||
74,874 | Amedisys, Inc. (c)(d) | 2,944,046 | ||||||
3,982,699 | CNS Response, Inc. (c)(g) | 238,962 | ||||||
|
| |||||||
3,371,392 | ||||||||
|
| |||||||
| Healthcare Supplies - 3.4% |
| ||||||
764,050 | LDR Holding Corp. (c) | 19,185,296 | ||||||
1,332,000 | Shandong Weigao Group Medical Polymer Co., Ltd., Class H | 922,929 | ||||||
|
| |||||||
20,108,225 | ||||||||
|
| |||||||
| Healthcare Technology - 1.8% |
| ||||||
56,053 | athenahealth, Inc. (c)(d) | 9,022,851 | ||||||
1,084,267 | Streamline Health Solutions, Inc. (c)(e) | 1,528,817 | ||||||
|
| |||||||
10,551,668 | ||||||||
|
| |||||||
| Life Sciences Tools & Services - 2.1% |
| ||||||
258,370 | Fluidigm Corp. (c)(d) | 2,792,980 | ||||||
118,051 | ICON PLC (c) | 9,172,562 | ||||||
63,000 | NanoString Technologies, Inc. (c)(d) | 926,730 | ||||||
|
| |||||||
12,892,272 | ||||||||
|
| |||||||
| Managed Healthcare - 6.3% |
| ||||||
247,426 | Aetna, Inc. | 26,751,699 | ||||||
169,367 | Centene Corp. (c) | 11,146,042 | ||||||
|
| |||||||
37,897,741 | ||||||||
|
| |||||||
| Pharmaceuticals - 31.7% |
| ||||||
95,532 | Agile Therapeutics, Inc. (c) | 932,392 | ||||||
40,678 | Allergan PLC (c) | 12,711,875 | �� | |||||
500,667 | Bristol-Myers Squibb Co. | 34,440,883 | ||||||
39,024 | Cempra, Inc. (c)(d)(f) | 1,214,817 | ||||||
217,997 | Eli Lilly & Co. | 18,368,427 | ||||||
893,465 | Endocyte, Inc. (c)(d) | 3,582,795 | ||||||
104,424 | GW Pharmaceuticals PLC ADR (c) | 7,251,203 | ||||||
750,000 | HLS Therapeutics Inc. (c)(g) | 6,727,500 |
See accompanying Notes to Financial Statements. | 9 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Long/Short Healthcare Fund |
Shares | Value ($) | |||||||
| Common Stocks (continued) |
| ||||||
| Pharmaceuticals (continued) |
| ||||||
699,167 | Horizon Pharma PLC (c) | 15,150,949 | ||||||
50,000 | Intra-Cellular Therapies, Inc. (c)(f) | 2,689,500 | ||||||
285,272 | Johnson & Johnson | 29,303,140 | ||||||
934,927 | Pfizer, Inc. (f) | 30,179,443 | ||||||
233,042 | Teva Pharmaceutical Industries, Ltd., ADR | 15,296,877 | ||||||
120,855 | Valeant Pharmaceuticals International, Inc. (c) | 12,284,911 | ||||||
|
| |||||||
190,134,712 | ||||||||
|
| |||||||
561,313,217 | ||||||||
|
| |||||||
Total Common Stocks | 563,251,707 | |||||||
|
| |||||||
| Master Limited Partnerships (g) - 0.0% |
| ||||||
HEALTHCARE - 0.0% | ||||||||
| Healthcare Equipment - 0.0% |
| ||||||
1,068,076 | Genesys Ventures IA, LP | 69,852 | ||||||
|
| |||||||
Total Master Limited Partnerships | 69,852 | |||||||
|
| |||||||
Units | ||||||||
| Rights (c) - 0.0% | |||||||
HEALTHCARE - 0.0% | ||||||||
69,326 | Wright Medical Group NV | 70,712 | ||||||
|
| |||||||
Total Rights | 70,712 | |||||||
|
| |||||||
| Warrants (c) - 1.1% |
| ||||||
HEALTHCARE - 1.1% | ||||||||
| Biotechnology - 1.1% |
| ||||||
94,204 | Discovery Laboratories, Inc., expires 02/16/2016 | 60 | ||||||
1,717,910 | Galena Biopharma Inc., expires 03/18/2020 | 1,645,485 | ||||||
121,816 | MediciNova, Inc., expires 03/24/2016 | 33,841 | ||||||
1,155,015 | Minerva Neurosciences, Inc., expires 03/18/2017 | 2,103,501 | ||||||
898,876 | Ocata Therapeutics, Inc., expires 12/22/2020 | 2,975,279 | ||||||
271,081 | Threshold Pharmaceuticals, Inc., expires 03/11/2016 | 1,675 | ||||||
|
| |||||||
6,759,841 | ||||||||
|
| |||||||
| Life Sciences Tools & Services - 0.0% |
| ||||||
40,000 | Pluristem Therapeutics, Inc. expires 01/27/2016 | 3 | ||||||
30,000 | pSivida Corp., expires 01/19/2016 | 7,921 | ||||||
|
| |||||||
7,924 | ||||||||
|
|
Units | Value ($) | |||||||
| Pharmaceuticals - 0.0% |
| ||||||
37,955 | ADVENTRX Pharmaceuticals, Inc., expires 01/07/2016 | — | ||||||
521,727 | Neostem, Inc., expires 07/19/2016 | 86 | ||||||
|
| |||||||
86 | ||||||||
|
| |||||||
6,767,851 | ||||||||
|
| |||||||
Total Warrants | 6,767,851 | |||||||
|
| |||||||
Contracts | ||||||||
| Purchased Call Options (h) - 1.4% |
| ||||||
HEALTHCARE - 1.4% | ||||||||
| Biotechnology - 1.4% |
| ||||||
6,432 | Sarepta Therapeutics, Inc., Strikes price $30.00, expires 02/19/16 | 8,458,080 | ||||||
|
| |||||||
| Pharmaceuticals - 0.0% |
| ||||||
2,644 | Air Methods Corp., Strike price $45.00, expires 01/15/16 | 79,320 | ||||||
|
| |||||||
8,537,400 | ||||||||
|
| |||||||
Total Purchased Call Options | 8,537,400 | |||||||
|
| |||||||
| Purchased Put Options (h) - 0.4% |
| ||||||
FINANCIAL - 0.4% | ||||||||
9,302 | iShares Russell 2000 Index Fund, ETF, Strikes price $113.50, expires 01/22/16 | 2,223,178 | ||||||
|
| |||||||
Total Purchased Put Options | 2,223,178 | |||||||
|
| |||||||
Shares | ||||||||
| Registered Investment Companies (i) - 6.1% |
| ||||||
36,667,006 | State Street Navigator Prime Securities Lending Portfolio | 36,667,006 | ||||||
|
| |||||||
Total Registered Investment Companies | 36,667,006 | |||||||
|
| |||||||
| Cash Equivalents - 1.2% |
| ||||||
6,923,883 | State Street Institutional Liquid Reserves Fund | 6,923,883 | ||||||
|
| |||||||
Total Cash Equivalents | 6,923,883 | |||||||
|
| |||||||
| Total Investments - 107.1% | 642,594,751 | ||||||
|
| |||||||
| (Cost $654,195,873) |
10 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Long/Short Healthcare Fund |
Shares | Value ($) | |||||||
| Securities Sold Short (j) - (50.0)% |
| ||||||
| Common Stocks - (48.8)% |
| ||||||
CONSUMER STAPLES - (1.4)% | ||||||||
101,256 | Walgreens Boots Alliance, Inc. | (8,622,455 | ) | |||||
|
| |||||||
FINANCIAL - (1.9)% | ||||||||
100,731 | Ventas, Inc., REIT | (5,684,250 | ) | |||||
79,655 | Welltower, Inc., REIT | (5,418,930 | ) | |||||
|
| |||||||
(11,103,180 | ) | |||||||
|
| |||||||
HEALTHCARE - (45.1)% | ||||||||
| Biotechnology - (16.1)% |
| ||||||
197,537 | Acorda Therapeutics, Inc. (k) | (8,450,633 | ) | |||||
93,328 | Agios Pharmaceuticals, Inc. (k) | (6,058,854 | ) | |||||
76,953 | Amgen, Inc. | (12,491,780 | ) | |||||
57,081 | Axovant Sciences, Ltd. (k) | (1,029,170 | ) | |||||
74,124 | BioMarin Pharmaceutical, Inc. (k) | (7,765,230 | ) | |||||
138,066 | Bluebird Bio, Inc. (k) | (8,866,599 | ) | |||||
241,761 | Cellectis SA ADR (k) | (7,501,844 | ) | |||||
37,116 | Galapagos NV (k) | (2,288,513 | ) | |||||
100,115 | Incyte Corp., Ltd. (k) | (10,857,472 | ) | |||||
93,246 | Juno Therapeutics, Inc. (k) | (4,100,027 | ) | |||||
74,597 | Kite Pharma, Inc. (k) | (4,596,667 | ) | |||||
96,127 | NantKwest, Inc. (k) | (1,665,881 | ) | |||||
404,784 | Natera, Inc. (k) | (4,371,667 | ) | |||||
129,271 | Seattle Genetics, Inc. (k) | (5,801,682 | ) | |||||
78,203 | Spark Therapeutics, Inc. (k) | (3,543,378 | ) | |||||
138,402 | TESARO, Inc. (k) | (7,241,193 | ) | |||||
|
| |||||||
(96,630,590 | ) | |||||||
|
| |||||||
| Healthcare Equipment - (7.9)% |
| ||||||
201,777 | St Jude Medical, Inc. | (12,463,765 | ) | |||||
151,051 | Stryker Corp. | (14,038,680 | ) | |||||
206,046 | Zimmer Holdings, Inc. | (21,138,259 | ) | |||||
|
| |||||||
(47,640,704 | ) | |||||||
|
| |||||||
| Healthcare Facilities - (1.2)% |
| ||||||
89,891 | Genesis Healthcare, Inc. (k) | (311,922 | ) | |||||
589,401 | Select Medical Holdings Corp. | (7,019,766 | ) | |||||
|
| |||||||
(7,331,688 | ) | |||||||
|
| |||||||
| Healthcare Services - (1.1)% |
| ||||||
45,974 | Amedisys, Inc. (k) | (1,807,698 | ) | |||||
34,075 | Chemed Corp. | (5,104,435 | ) | |||||
|
| |||||||
(6,912,133 | ) | |||||||
|
| |||||||
| Healthcare Supplies - (1.7)% |
| ||||||
133,337 | Haemonetics Corp. (k) | (4,298,785 | ) | |||||
102,626 | Neogen Corp. (k) | (5,800,421 | ) | |||||
|
| |||||||
(10,099,206 | ) | |||||||
|
| |||||||
| Life Sciences Tools & Services - (7.9)% |
| ||||||
98,001 | Albany Molecular Research, Inc. (k) | (1,945,320 | ) | |||||
83,791 | Cambrex Corp. (k) | (3,945,718 | ) | |||||
30,000 | Illumina, Inc. (k) | (5,758,350 | ) | |||||
297,339 | Luminex Corp. (k) | (6,360,081 | ) | |||||
25,196 | Mettler-Toledo International, Inc. (k) | (8,544,719 | ) | |||||
118,633 | PAREXEL International Corp. (k) | (8,081,280 | ) |
Shares | Value ($) | |||||||
Life Sciences Tools & Services (continued) | ||||||||
116,130 | PRA Health Sciences, Inc. (k) | (5,257,205 | ) | |||||
105,154 | Quintiles Transnational Holdings, Inc. (k) | (7,219,874 | ) | |||||
|
| |||||||
(47,112,547 | ) | |||||||
|
| |||||||
| Managed Healthcare - (0.5)% |
| ||||||
20,000 | Anthem, Inc. | (2,788,800 | ) | |||||
|
| |||||||
| Pharmaceuticals - (8.7)% |
| ||||||
83,614 | AbbVie, Inc. | (4,953,293 | ) | |||||
145,485 | Endo International PLC (k) | (8,906,592 | ) | |||||
62,614 | Jazz Pharmaceuticals PLC (k) | (8,801,024 | ) | |||||
167,599 | Medicines Co. (The) (k) | (6,258,147 | ) | |||||
126,347 | Merck & Co., Inc. | (6,673,649 | ) | |||||
210,933 | Roche Holding AG ADR | (7,270,860 | ) | |||||
192,513 | Zoetis, Inc. | (9,225,223 | ) | |||||
|
| |||||||
(52,088,788 | ) | |||||||
|
| |||||||
(270,604,456 | ) | |||||||
|
| |||||||
INDUSTRIALS - (0.4)% | ||||||||
51,956 | Advisory Board Co. (The) (k) | (2,577,537 | ) | |||||
|
| |||||||
Total Common Stocks | (292,907,628 | ) | ||||||
|
| |||||||
| Exchange-Traded Funds - (1.2)% |
| ||||||
21,939 | iShares Nasdaq Biotechnology Index Fund, ETF | (7,422,622 | ) | |||||
|
| |||||||
Total Exchange-Traded Funds |
| (7,422,622 | ) | |||||
|
| |||||||
Total Securities Sold Short | (300,330,250 | ) | ||||||
|
| |||||||
| Other Assets & Liabilities, Net - 42.9% | 257,602,347 | ||||||
|
| |||||||
| Net Assets - 100.0% | 599,866,848 | ||||||
|
|
(a) | Senior loans (also called bank loans, leveraged loans, or floating rate loans) in which the Fund invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the London Interbank Offered Rate (“LIBOR”) or (iii) the Certificate of Deposit rate. Rate shown represents the weighted average rate at December 31, 2015. Senior loans, while exempt from registration under the Securities Act of 1933 (the “1933 Act”), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturity shown. |
(b) | 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 December 31, 2015, these securities amounted to $15,961,250 or 2.7% of net assets. |
(c) | Non-income producing security. |
(d) | Securities (or a portion of securities) on loan. As of December 31, 2015, the market value of securities loaned was $35,276,071. The loaned securities were secured with cash collateral of $36,667,006. Collateral is calculated based on prior day’s prices. See Note 4. |
See accompanying Notes to Financial Statements. | 11 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Long/Short Healthcare Fund |
(e) | Affiliated issuer. Assets with a total aggregate market value of $9,258,780, or 1.5% of net assets, were affiliated with the Fund as of December 31, 2015. |
(f) | All or part of this security is pledged as collateral for short sales and written options contracts. The market value of the securities pledged as collateral was $163,332,457. |
(g) | Represents fair value as determined by the Fund’s Board of Trustees (the “Board”), or its designee in good faith, pursuant to the policies and procedures approved by the Board. Securities with a total aggregate value of $7,036,314, or 1.2% of net assets, were fair valued under the Fund’s valuation procedures as of December 31, 2015. |
(h) | Options are shown at market value. |
(i) | Represents investments of cash collateral received in connection with securities lending. |
(j) | As of December 31, 2015, $356,786,895 in cash was segregated or on deposit with the brokers to cover investments sold short and is included in “Other Assets & Liabilities, Net.” |
(k) | No dividend payable on security sold short. |
Glossary:
ADR | American Depositary Receipt | |
ETF | Exchange-Traded Fund | |
PLC | Public Limited Company | |
REIT | Real Estate Investment Trust |
Written Options:
Written options contracts outstanding as of December 31, 2015 were as follows:
Description | Exercise Price | Expiration Date | Number of Contracts | Notional Value | Premium | Value | ||||||||||||||||||
WRITTEN CALL OPTIONS: | ||||||||||||||||||||||||
Sarepta Therapeutics, Inc. | $ | 40.00 | | February 2016 | | 3,369 | $ | 13,476,000 | $ | 1,237,906 | $ | (2,863,650 | ) |
CERTAIN TRANSFERS ACCOUNTED FOR AS SECURED BORROWINGS
Remaining Contractual Maturity of the Agreements
Overnight and Continuous | Total | |||||||
Securities Lending Transactions1 | ||||||||
Common Stock | $ | 36,667,006 | $ | 36,667,006 | ||||
Total Borrowings | $ | 36,667,006 | $ | 36,667,006 | ||||
Gross amount of recognized liabilities for securities lending transactions | $ | 36,667,006 |
1 | Amounts represent the payable for cash collateral received on securities on loan. This will generally be in “Overnight and Continuous” column as the securities are typically callable on demand. |
12 | Semi-Annual Report |
Table of Contents
INVESTMENT PORTFOLIO (unaudited)
As of December 31, 2015 | Highland Floating Rate Opportunities Fund |
Principal Amount ($) | Value ($) | |||||||
| U.S. Senior Loans (a) - 66.7% |
| ||||||
CHEMICALS - 3.0% | ||||||||
5,118,651 | Axalta Coating Systems US Holdings, Inc. Term Loan | 5,079,570 | ||||||
2,008,455 | MacDermid, Inc. | 1,951,977 | ||||||
787,500 | Term Loan B-2 | 763,733 | ||||||
4,375,000 | Minerals Technologies, Inc. | 4,331,250 | ||||||
5,528,443 | Univar, Inc. Term Loan | 5,364,110 | ||||||
|
| |||||||
17,490,640 | ||||||||
|
| |||||||
CONSUMER PRODUCTS - 1.4% | ||||||||
1,596,000 | KIK Custom Products, Inc. | 1,554,105 | ||||||
8,143,035 | SRAM LLC | 6,779,076 | ||||||
|
| |||||||
8,333,181 | ||||||||
|
| |||||||
ENERGY - 2.3% | ||||||||
8,788,693 | Azure Midstream Energy LLC | 5,229,272 | ||||||
9,666,718 | Chief Exploration & Development LLC Second Lien | 6,605,607 | ||||||
5,449,240 | Fieldwood Energy LLC | 869,154 | ||||||
1,410,614 | Seadrill Partners Finco LLC | 594,807 | ||||||
|
| |||||||
13,298,840 | ||||||||
|
| |||||||
FINANCIAL - 1.8% | ||||||||
3,529,412 | LPL Holdings, Inc. | 3,533,824 | ||||||
7,165,664 | National Financial Partners Corp. | 6,902,899 | ||||||
|
| |||||||
10,436,723 | ||||||||
|
| |||||||
FOOD & DRUG - 0.1% | ||||||||
666,667 | B&G Foods, Inc. | 667,290 | ||||||
|
|
Principal Amount ($) | Value ($) | |||||||
FOREST PRODUCTS & CONTAINERS - 2.0% | ||||||||
7,504,077 | BWAY Holding Co., Inc. | 7,236,782 | ||||||
4,567,901 | Signode Industrial Group US, Inc. | 4,415,630 | ||||||
|
| |||||||
11,652,412 | ||||||||
|
| |||||||
GAMING & LEISURE - 3.7% | ||||||||
49,138,954 | Ginn-LA CS Borrower LLC | 1,228,474 | ||||||
22,925,890 | First Lien Tranche A Credit-Linked Deposit (c) | 573,147 | ||||||
7,000,000 | Second Lien Term Loan (c)(d) | — | ||||||
11,259,663 | LLV Holdco LLC | 5,388,875 | ||||||
4,077,869 | LTF Merger Sub, Inc. | 3,986,137 | ||||||
960,976 | RHP Hotel Properties, LP | 959,654 | ||||||
10,709,076 | Scientific Games International, Inc. | 9,831,307 | ||||||
|
| |||||||
21,967,594 | ||||||||
|
| |||||||
HEALTHCARE - 7.6% | ||||||||
1,447,273 | Air Medical Group Holdings, Inc. | 1,404,766 | ||||||
31,146,760 | CCS Medical, Inc. | 24,792,821 | ||||||
1,151,169 | Hill-Rom Holdings, Inc. | 1,153,016 | ||||||
5,219,237 | Kinetic Concepts, Inc. | 5,047,420 | ||||||
6,578,071 | Onex Carestream Finance LP | 5,870,928 | ||||||
1,861,327 | Surgery Center Holdings, Inc. | 1,768,260 | ||||||
5,364,865 | Valeant Pharmaceuticals International, Inc. | 5,173,742 | ||||||
|
| |||||||
45,210,953 | ||||||||
|
| |||||||
HOUSING - 2.1% | ||||||||
5,273,094 | Builders FirstSource, Inc. | 5,226,954 | ||||||
8,000,000 | EH/Transeastern LLC/TE TOUSA | 4,000,000 | ||||||
6,747,727 | LBREP/L-SunCal Master I LLC | — | ||||||
4,352,766 | Nevada Land Group LLC | 3,166,638 | ||||||
2,621,497 | Second Lien Initial Term Loan (c)(d) | — | ||||||
|
| |||||||
12,393,592 | ||||||||
|
|
See accompanying Notes to Financial Statements. | 13 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Floating Rate Opportunities Fund |
Principal Amount ($) | Value ($) | |||||||
| U.S. Senior Loans (continued) |
| ||||||
INFORMATION TECHNOLOGY - 5.8% | ||||||||
7,000,000 | Avago Technologies Cayman Ltd. | 6,939,310 | ||||||
4,955,576 | Avaya, Inc. | 3,477,154 | ||||||
5,248,502 | Replacement Term Loan B-6 | 3,993,244 | ||||||
2,612,435 | Dell International LLC | 2,596,564 | ||||||
6,613,272 | Kronos, Inc. | 6,522,373 | ||||||
4,913,372 | Second Lien Term Loan | 4,907,230 | ||||||
1,995,000 | Sophia, L.P. | 1,975,050 | ||||||
3,505,911 | SS&C Technologies, Inc. | 3,486,559 | ||||||
515,950 | Term Loan B-2 | 513,102 | ||||||
|
| |||||||
34,410,586 | ||||||||
|
| |||||||
MANUFACTURING - 1.8% | ||||||||
8,256,074 | Doncasters U.S. Finance LLC | 8,029,032 | ||||||
2,703,448 | Second Lien Term Loan | 2,608,828 | ||||||
|
| |||||||
10,637,860 | ||||||||
|
| |||||||
MEDIA & TELECOMMUNICATIONS - 9.2% | ||||||||
7,282,598 | Cumulus Media Holdings, Inc. | 5,571,188 | ||||||
2,251,261 | Endurance Business Media, Inc. | — | ||||||
13,571,429 | iHeartCommunications, Inc. | 9,548,518 | ||||||
2,000,000 | Level 3 Financing, Inc. | 1,999,740 | ||||||
5,000,000 | Tranche B Term Loan | 4,992,400 | ||||||
705,882 | Term Loan B-2 | 696,176 | ||||||
2,000,000 | Match Group Inc. | 1,980,000 | ||||||
4,673,778 | Media General, Inc. | 4,627,040 | ||||||
6,970,588 | Mediacom Illinois LLC | 6,927,022 |
Principal Amount ($) | Value ($) | |||||||
MEDIA & TELECOMMUNICATIONS (continued) | ||||||||
3,000,000 | Metro-Goldwyn-Mayer, Inc. | 2,992,500 | ||||||
2,162,162 | T-Mobile USA, Inc. | 2,164,865 | ||||||
3,223,000 | TWCC Holding Corp. | 3,217,972 | ||||||
4,402,661 | Extended Term Loan | 4,405,016 | ||||||
5,116,321 | Univision Communications, Inc. | 5,014,915 | ||||||
|
| |||||||
54,137,352 | ||||||||
|
| |||||||
METALS & MINERALS - 0.8% | ||||||||
10,644,426 | Arch Coal, Inc. | 4,798,880 | ||||||
|
| |||||||
RETAIL - 5.0% | ||||||||
3,185,990 | Academy, Ltd. | 3,081,777 | ||||||
6,590,948 | Albertson’s LLC | 6,546,493 | ||||||
3,885,012 | Dollar Tree, Inc. | 3,869,239 | ||||||
10,357,692 | JC Penney Corp., Inc. | 10,202,326 | ||||||
7,001,502 | Men’s Wearhouse, Inc. | 5,968,780 | ||||||
|
| |||||||
29,668,615 | ||||||||
|
| |||||||
SERVICE - 13.8% | ||||||||
4,143,755 | Acosta Holdco, Inc. | 3,952,852 | ||||||
4,356,163 | ADS Waste Holdings, Inc. | 4,228,201 | ||||||
5,928,720 | Advantage Sales & Marketing, Inc. | 5,717,924 | ||||||
3,840,000 | Second Lien Term Loan | 3,464,218 | ||||||
3,764,151 | AlixPartners LLP | 3,742,996 | ||||||
8,467,525 | EnergySolutions LLC | 7,536,097 | ||||||
5,500,000 | First Data Corp. | 5,437,740 |
14 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Floating Rate Opportunities Fund |
Principal Amount ($) | Value ($) | |||||||
| U.S. Senior Loans (continued) |
| ||||||
SERVICE (continued) | ||||||||
1,000,000 | Term Loan | 988,020 | ||||||
2,000,000 | Term Loan | 1,974,250 | ||||||
7,735,294 | Maxim Crane Works, LP | 7,657,941 | ||||||
5,265,226 | ServiceMaster Co. (The) | 5,217,839 | ||||||
9,714,613 | Spin Holdco, Inc. | 9,357,601 | ||||||
1,317,113 | WASH Multifamily Laundry Systems, LLC | 1,286,655 | ||||||
265,924 | Second Lien Term Loan | 251,963 | ||||||
230,665 | First Lien Term Loan | 225,331 | ||||||
46,576 | Second Lien Term Loan | 44,130 | ||||||
27,642,858 | Weight Watchers International, Inc. | 20,685,980 | ||||||
|
| |||||||
81,769,738 | ||||||||
|
| |||||||
TRANSPORTATION - 0.5% | ||||||||
3,005,038 | Dealer Tire LLC | 3,012,550 | ||||||
26,954 | JHT Holdings, Inc. | 26,819 | ||||||
|
| |||||||
3,039,369 | ||||||||
|
| |||||||
UTILITY - 5.8% | ||||||||
4,975,000 | Calpine Corp. | 4,757,344 | ||||||
3,509,767 | Entegra TC LLC | 3,474,670 | ||||||
2,500,000 | Granite Acquisition, Inc. | 1,950,000 | ||||||
13,000,000 | Texas Competitive Electric Holdings Co. LLC | 3,956,940 | ||||||
46,127,210 | Extended Term Loan | 14,460,880 | ||||||
5,515,800 | TPF II Power LLC | 5,419,273 | ||||||
|
| |||||||
34,019,107 | ||||||||
|
| |||||||
Total U.S. Senior Loans | 393,932,732 | |||||||
|
|
Principal Amount | Value ($) | |||||||
| Foreign Denominated or Domiciled | | ||||||
CANADA - 0.4% | ||||||||
USD | ||||||||
2,233,854 | Valeant Pharmaceuticals International, Inc. | 2,148,968 | ||||||
|
| |||||||
GERMANY - 0.0% | ||||||||
EUR | ||||||||
334,902 | Schieder Mobel Holding GmbH | 285,404 | ||||||
|
| |||||||
LUXEMBOURG - 2.8% | ||||||||
USD | ||||||||
4,761,905 | Endo Luxembourg Finance Co. I S.a r.l. | 4,708,333 | ||||||
4,616,883 | Evergreen Skills Lux S.a.r.l. | 3,624,253 | ||||||
8,125,797 | Travelport Finance S.a.r.l. | 7,972,179 | ||||||
|
| |||||||
16,304,765 | ||||||||
|
| |||||||
MARSHALL ISLANDS - 2.4% | ||||||||
USD | ||||||||
8,142,363 | Drillships Financing Holding, Inc. | 3,307,835 | ||||||
15,429,688 | Drillships Ocean Ventures, Inc. | 7,367,676 | ||||||
3,801,605 | OSG International, Inc. | 3,697,060 | ||||||
|
| |||||||
14,372,571 | ||||||||
|
| |||||||
UNITED KINGDOM - 0.0% | ||||||||
GBP | ||||||||
1,026,066 | Henson No. 4, Ltd. | 20,042 | ||||||
1,038,898 | Term Loan Facility C (c)(d) | 19,881 | ||||||
|
| |||||||
39,923 | ||||||||
|
| |||||||
Total Foreign Denominated or Domiciled Senior Loans | 33,151,631 | |||||||
|
| |||||||
Principal Amount ($) | ||||||||
| Collateralized Loan Obligations (g)(h) - 12.6% |
| ||||||
2,000,000 | Acis CLO, Ltd. | 1,725,000 | ||||||
2,000,000 | Series 2014-4A, Class E | 1,400,000 | ||||||
750,000 | Series 2014-4A, Class D | 583,125 |
See accompanying Notes to Financial Statements. | 15 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Floating Rate Opportunities Fund |
Principal Amount ($) | Value ($) | |||||||
| Collateralized Loan Obligations (continued) |
| ||||||
3,000,000 | Series 2014-3A, Class D | 2,474,475 | ||||||
3,000,000 | Series 2013-1A, Class E | 2,287,950 | ||||||
2,500,000 | Allegro CLO, Ltd. | 1,954,250 | ||||||
1,500,000 | Anchorage Capital CLO 7, Ltd. | 1,200,000 | ||||||
1,000,000 | Apidos CLO | 778,300 | ||||||
1,000,000 | Apidos CLO XXI | 736,500 | ||||||
2,000,000 | Arrowpoint CLO, Ltd. | 1,790,000 | ||||||
3,200,000 | Catamaran CLO, Ltd. | 2,746,384 | ||||||
2,000,000 | Cathedral Lake CLO, Ltd. | 1,735,000 | ||||||
1,000,000 | Cent CDO, Ltd. | 894,600 | ||||||
2,000,000 | CFIP CLO, Ltd. | 1,460,000 | ||||||
1,000,000 | CIFC Funding, Ltd. | 625,000 | ||||||
3,000,000 | Eastland CLO, Ltd. | 2,553,660 | ||||||
1,500,000 | Figueroa CLO, Ltd. | 1,044,480 | ||||||
3,500,000 | Flagship CLO, Ltd. | 2,380,000 | ||||||
3,000,000 | Series 2014-8A, Class D | 2,580,000 | ||||||
2,000,000 | Series 2013-7A, Class E | 1,330,000 | ||||||
1,250,000 | Greywolf CLO, Ltd. | 919,625 | ||||||
1,500,000 | Halcyon Loan Advisors Funding, Ltd. | 892,500 | ||||||
3,000,000 | Harbourview CLO, Ltd. | 2,190,000 | ||||||
1,004,938 | Hewett’s Island CDO, Ltd. | 988,597 |
Principal Amount ($) | Value ($) | |||||||
401,789 | Katonah IX CLO, Ltd. | 394,758 | ||||||
5,000,000 | KVK CLO, Ltd. | 3,850,000 | ||||||
3,000,000 | Series 2015-1A, Class D | 2,662,500 | ||||||
2,000,000 | Marea CLO, Ltd. | 1,814,600 | ||||||
2,000,000 | Marlborough Street CLO, Ltd. | 1,920,000 | ||||||
3,000,000 | Newmark Capital Funding CLO, Ltd. | 2,190,000 | ||||||
1,000,000 | OZLM XII, Ltd. | 784,100 | ||||||
1,525,000 | Series 2015-12A, Class C | 1,371,890 | ||||||
1,000,000 | Saranac CLO, Ltd. | 692,500 | ||||||
1,800,000 | Silver Spring CLO, Ltd. | 1,012,284 | ||||||
1,000,000 | Sound Harbor Loan Fund, Ltd. | 821,600 | ||||||
2,500,000 | Series 2014-1A, Class C | 2,298,750 | ||||||
1,397,789 | Stratford CLO, Ltd. | 1,254,586 | ||||||
5,500,000 | THL Credit Wind River CLO, Ltd. | 4,350,500 | ||||||
5,000,000 | Series 2014-2A, Class D | 4,535,000 | ||||||
3,000,000 | West CLO, Ltd. | 2,205,000 | ||||||
1,990,069 | Westchester CLO, Ltd. | 1,796,595 | ||||||
2,000,000 | Series 2007-1A, Class D | 1,823,200 | ||||||
2,000,000 | Zais CLO, Ltd. | 1,540,800 | ||||||
|
| |||||||
Total Collateralized Loan Obligations | 74,588,109 | |||||||
|
| |||||||
| Corporate Bonds & Notes - 7.5% |
| ||||||
CHEMICALS - 1.6% | ||||||||
9,982,000 | Momentive Performance Materials, Inc. | 6,937,490 | ||||||
5,447,500 | 4.69%, 04/24/2022 | 2,723,750 | ||||||
|
| |||||||
9,661,240 | ||||||||
|
|
16 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Floating Rate Opportunities Fund |
Principal Amount ($) | Value ($) | |||||||
| Corporate Bonds & Notes (continued) |
| ||||||
ENERGY - 0.1% | ||||||||
5,788,000 | Arch Coal, Inc. | 57,880 | ||||||
3,000,000 | Venoco, Inc. | 465,000 | ||||||
|
| |||||||
522,880 | ||||||||
|
| |||||||
GAMING & LEISURE - 0.7% | ||||||||
5,000,000 | Caesars Entertainment Operating Co., Inc. (c) | 3,775,000 | ||||||
|
| |||||||
HEALTHCARE - 0.9% | ||||||||
7,750,000 | Crimson Merger Sub, Inc. | 5,328,125 | ||||||
|
| |||||||
INFORMATION TECHNOLOGY - 0.3% | ||||||||
4,571,000 | Avaya, Inc. | 1,576,995 | ||||||
|
| |||||||
SERVICE - 1.2% | ||||||||
10,000,000 | Cenveo Corp. | 7,100,000 | ||||||
|
| |||||||
TELECOMMUNICATIONS - 0.3% | ||||||||
6,630,650 | iHeartCommunications, Inc., PIK | 1,840,006 | ||||||
|
| |||||||
UTILITY - 2.4% | ||||||||
3,502,470 | Entegra TC LLC, PIK | 3,511,226 | ||||||
15,600,000 | Ocean Rig UDW, Inc. | 6,786,000 | ||||||
20,000,000 | Texas Competitive Electric Holdings Co. LLC (c) | 1,400,000 | ||||||
8,000,000 | Texas Competitive Electric Holdings Co. LLC (c)(g) | 2,680,000 | ||||||
|
| |||||||
14,377,226 | ||||||||
|
| |||||||
Total Corporate Bonds & Notes | 44,181,472 | |||||||
|
| |||||||
Shares | ||||||||
| Claims (j) - 0.0% |
| ||||||
TELECOMMUNICATIONS - 0.0% | ||||||||
3,414,269 | Wind Telecomunicazione SpA Trade Claim Facility 3692 | 192,053 | ||||||
|
| |||||||
Total Claims | 192,053 | |||||||
|
| |||||||
| Common Stocks (k) - 10.2% |
| ||||||
ENERGY - 0.0% | ||||||||
1,118,286 | Value Creation, Inc. | — | ||||||
|
| |||||||
GAMING & LEISURE - 0.0% | ||||||||
44 | LLV Holdco LLC - Litigation Trust Units (d)(e) | — | ||||||
34,512 | LLV Holdco LLC - Series A, Membership Interest (d)(e) | — |
Shares | Value ($) | |||||||
GAMING & LEISURE (continued) | ||||||||
436 | LLV Holdco LLC - Series B, Membership Interest (d)(e) | — | ||||||
|
| |||||||
— | ||||||||
|
| |||||||
HEALTHCARE - 0.0% | ||||||||
207,031 | CCS Medical, Inc. (d)(e) | 15,734 | ||||||
|
| |||||||
HOUSING - 0.9% | ||||||||
1,648,350 | CCD Equity Partners LLC (d) | 5,109,885 | ||||||
70,480 | Las Vegas Land Holdings LLC (d)(e) | 4,405 | ||||||
8 | Nevada Land Group LLC (d)(e) | — | ||||||
|
| |||||||
5,114,290 | ||||||||
|
| |||||||
MEDIA & TELECOMMUNICATIONS - 8.9% | ||||||||
876,784 | Media General, Inc. (i) | 14,160,062 | ||||||
501,736 | Metro-Goldwyn-Mayer, Inc., Class A (f) | 38,602,313 | ||||||
|
| |||||||
52,762,375 | ||||||||
|
| |||||||
REAL ESTATE - 0.0% | ||||||||
923,094 | Allenby (d)(e) | 1 | ||||||
6,329,267 | Claymore (d)(e) | 6 | ||||||
|
| |||||||
7 | ||||||||
|
| |||||||
TRANSPORTATION - 0.0% | ||||||||
2,023 | JHT Holdings, Inc. (d) | 8,396 | ||||||
|
| |||||||
UTILITY - 0.4% | ||||||||
10,378 | Entegra TC LLC, Class A | 2,490,720 | ||||||
286,159 | Entegra TC LLC, Class B | 1,001 | ||||||
|
| |||||||
2,491,721 | ||||||||
|
| |||||||
Total Common Stocks | 60,392,523 | |||||||
|
| |||||||
Units | ||||||||
| Warrants (d)(k) - 0.0% |
| ||||||
GAMING & LEISURE - 0.0% | ||||||||
1,834 | LLV Holdco LLC - Series C, Membership Interest, expires 07/15/15 | — | ||||||
2,522 | LLV Holdco LLC - Series D, Membership Interest, expires 07/15/15 | — | ||||||
2,819 | LLV Holdco LLC - Series E, Membership Interest, expires 07/15/15 | — | ||||||
3,172 | LLV Holdco LLC - Series F, Membership Interest, expires 07/15/15 | — | ||||||
3,594 | LLV Holdco LLC - Series G, Membership Interest, expires 07/15/15 | — | ||||||
|
| |||||||
— | ||||||||
|
| |||||||
Total Warrants | — | |||||||
|
| |||||||
Shares | ||||||||
| Registered Investment Companies (l) - 3.5% |
| ||||||
20,863,083 | State Street Navigator Prime Securities Lending Portfolio | 20,863,083 | ||||||
|
| |||||||
Total Registered Investment Companies | 20,863,083 | |||||||
|
|
See accompanying Notes to Financial Statements. | 17 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Floating Rate Opportunities Fund |
Shares | Value ($) | |||||||
| Cash Equivalents - 1.2% |
| ||||||
6,907,804 | State Street Institutional Liquid Reserves Fund | 6,907,804 | ||||||
|
| |||||||
Total Cash Equivalents | 6,907,804 | |||||||
|
| |||||||
| Total Investments - 107.3% | 634,209,407 | ||||||
|
| |||||||
| (Cost $1,134,754,979) | |||||||
Principal Amount | ||||||||
| Securities Sold Short (m) - (0.7)% |
| ||||||
| Foreign Corporate Bonds (g) - (0.7)% |
| ||||||
CANADA - (0.7)% | ||||||||
USD | ||||||||
(4,000,000) | Concordia Healthcare Corp. | (3,960,000 | ) | |||||
|
| |||||||
Total Foreign Corporate Bonds | (3,960,000 | ) | ||||||
|
| |||||||
Total Securities Sold Short | (3,960,000 | ) | ||||||
|
| |||||||
| Other Assets & Liabilities, Net - (6.6)% | (39,115,177 | ) | |||||
|
| |||||||
| Net Assets - 100.0% | 591,134,230 | ||||||
|
|
(a) | Senior loans (also called bank loans, leveraged loans, or floating rate loans) in which the Fund invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the London Interbank Offered Rate (“LIBOR”) or (iii) the Certificate of Deposit rate. Rate shown represents the weighted average rate at December 31, 2015. Senior loans, while exempt from registration under the Securities Act of 1933 (the “1933 Act”), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturity shown. |
(b) | All or a portion of this position has not settled. Full contract rates do not take effect until settlement date. |
(c) | The issuer is, or is in danger of being, in default of its payment obligation. Income is not being accrued. |
(d) | Represents fair value as determined by the Fund’s Board of Trustees (the “Board”), or its designee in good faith, pursuant to the policies and procedures approved by the Board. Securities with a total aggregate value of $39,672,269, or 6.7% of net assets, were fair valued under the Fund’s valuation procedures as of December 31, 2015. |
(e) | Affiliated issuer. Assets with a total aggregate market value of $30,201,842, or 5.1% of net assets, were affiliated with the Fund as of December 31, 2015. |
(f) | Restricted Securities. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under the procedures established by the Fund’s Board of Trustees. |
(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 December 31, 2015, these securities amounted to $97,610,455 or 16.5% of net assets. |
(h) | Variable or floating rate security. The interest rate shown reflects the rate in effect December 31, 2015. |
(i) | Securities (or a portion of securities) on loan. As of December 31, 2015, the market value of securities loaned was $21,066,138. The loaned securities were secured with cash collateral of $20,863,083. Collateral is calculated based on prior day’s prices. See Note 4. |
(j) | These positions represent claims that have been filed with the United States Bankruptcy Court Southern District of New York against Lehman Commercial Paper, Inc. UK Branch. |
(k) | Non-income producing security. |
(l) | Represents investments of cash collateral received in connection with securities lending. |
(m) | As of December 31, 2015, $13,169,662 in cash was segregated or on deposit with the brokers to cover investments sold short and is included in “Other Assets & Liabilities, Net.” |
(n) | Securities of collateralized loan obligations where an affiliate of the Investment Adviser serves as collateral manager. |
Currency Abbreviations: | ||
EUR | Euro Currency | |
GBP | British Pound | |
USD | United States Dollar |
Glossary: | ||
CDO | Collateralized Debt Obligation | |
CLO | Collateralized Loan Obligation | |
PIK | Payment-in-Kind |
Foreign Denominated or Domiciled Senior Loans and Foreign Corporate Bonds Industry Concentration Table: (% of Net Assets) | ||||||
Energy | 3.0 | % | ||||
Retail | 1.4 | % | ||||
Financial | 0.8 | % | ||||
Consumer Durables | 0.0 | %1 | ||||
Healthcare | (0.3 | %) | ||||
|
| |||||
Total | 4.9 | % | ||||
|
|
1 | Less than 0.5%. |
CERTAIN TRANSFERS ACCOUNTED FOR AS SECURED BORROWINGS
Remaining Contractual Maturity of the Agreements
Overnight and Continuous | Total | |||||||
Securities Lending Transactions1 | ||||||||
Corporate Bonds & Notes | $ | 13,809,348 | $ | 13,809,348 | ||||
Common Stock | 7,053,735 | 7,053,735 | ||||||
Total Borrowings | $ | 20,863,083 | $ | 20,863,083 | ||||
Gross amount of recognized liabilities for securities lending transactions | $ | 20,863,083 |
1 | Amounts represent the payable for cash collateral received on securities on loan. This will generally be in “Overnight and Continuous” column as the securities are typically callable on demand. |
18 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited)
As of December 31, 2015 | Highland Opportunistic Credit Fund |
Principal Amount ($) | Value ($) | |||||||
| U.S. Senior Loans (a) - 50.5% |
| ||||||
ENERGY - 7.9% | ||||||||
956,890 | Azure Midstream Energy LLC | 569,349 | ||||||
3,000,000 | Chief Exploration & Development LLC Second Lien Term Loan | 2,050,005 | ||||||
8,024,889 | Fieldwood Energy LLC | 1,279,970 | ||||||
394,972 | Seadrill Partners Finco LLC | 166,546 | ||||||
|
| |||||||
4,065,870 | ||||||||
|
| |||||||
HEALTHCARE - 2.1% | ||||||||
1,116,796 | Surgery Center Holdings, Inc. | 1,060,956 | ||||||
|
| |||||||
HOUSING - 1.6% | ||||||||
812,586 | Builders FirstSource, Inc. | 805,476 | ||||||
|
| |||||||
INFORMATION TECHNOLOGY - 4.2% | ||||||||
1,801,305 | Avaya, Inc. | 1,263,913 | ||||||
977,481 | Scientific Games International, Inc. | 894,219 | ||||||
|
| |||||||
2,158,132 | ||||||||
|
| |||||||
MEDIA & TELECOMMUNICATIONS - 7.1% | ||||||||
1,374,970 | Getty Images, Inc. | 873,106 | ||||||
4,000,000 | iHeartCommunications, Inc. | 2,814,300 | ||||||
|
| |||||||
3,687,406 | ||||||||
|
| |||||||
RETAIL - 4.1% | ||||||||
2,916,151 | Toys ‘R’ Us-Delaware, Inc. | 2,121,514 | ||||||
|
| |||||||
SERVICE - 5.0% | ||||||||
3,480,285 | Weight Watchers International, Inc. Tranche B-2 Initial Term Loan | 2,604,402 | ||||||
|
| |||||||
TELECOMMUNICATIONS - 1.2% | ||||||||
639,942 | TerreStar Corp. | 637,382 | ||||||
|
| |||||||
TRANSPORTATION - 1.9% | ||||||||
1,000,000 | Quality Distribution, Inc. | 952,500 | ||||||
|
|
Principal Amount ($) | Value ($) | |||||||
UTILITY - 15.4% | ||||||||
3,242,162 | Entegra TC LLC | 3,209,740 | ||||||
15,190,310 | Texas Competitive Electric Holdings Co. LLC Extended Term Loan (f) | 4,762,163 | ||||||
|
| |||||||
7,971,903 | ||||||||
|
| |||||||
Total U.S. Senior Loans | 26,065,541 | |||||||
|
| |||||||
Principal Amount | ||||||||
| Foreign Denominated or Domiciled |
| ||||||
| Senior Loans (a) - 7.0% |
| ||||||
LUXEMBOURG - 6.2% | ||||||||
USD | ||||||||
2,977,387 | Evergreen Skills Lux S.a.r.l. | 2,337,249 | ||||||
1,000,000 | Second Lien Initial Term Loan | 667,500 | ||||||
181,152 | Travelport Finance S.a.r.l. | 177,727 | ||||||
|
| |||||||
3,182,476 | ||||||||
|
| |||||||
MARSHALL ISLANDS - 0.8% | ||||||||
USD | ||||||||
1,009,289 | Drillships Financing Holding, Inc. | 410,024 | ||||||
|
| |||||||
Total Foreign Denominated or Domiciled Senior Loans | 3,592,500 | |||||||
|
| |||||||
Principal Amount ($) | ||||||||
| Collateralized Loan Obligations (c)(d) - 24.1% |
| ||||||
1,500,000 | A Voce CLO, Ltd. | 1,075,965 | ||||||
500,000 | Avery Point VI CLO, Ltd. | 362,500 | ||||||
1,750,000 | Betony CLO, Ltd. | 1,347,500 | ||||||
1,000,000 | Highland Park CDO, Ltd. | 700,000 | ||||||
1,600,000 | KVK CLO, Ltd. | 1,232,000 | ||||||
2,500,000 | Limerock CLO II, Ltd. | 2,002,539 | ||||||
1,000,000 | Marea CLO, Ltd. | 907,300 |
See accompanying Notes to Financial Statements. | 19 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Opportunistic Credit Fund |
Principal Amount ($) | Value ($) | |||||||
| Collateralized Loan Obligations (continued) |
| ||||||
1,000,000 | Race Point VIII CLO, Ltd. | 876,800 | ||||||
1,000,000 | Recette CLO LLC | 776,000 | ||||||
2,000,000 | Saranac CLO, Ltd. | 1,385,000 | ||||||
1,990,069 | Westchester CLO, Ltd. | 1,796,595 | ||||||
|
| |||||||
Total Collateralized Loan Obligations | 12,462,199 | |||||||
|
| |||||||
| Corporate Bonds & Notes - 28.8% |
| ||||||
CHEMICALS - 6.3% | ||||||||
6,500,000 | Momentive Performance Materials, Inc. 4.69%, 04/24/2022 | 3,250,000 | ||||||
|
| |||||||
ENERGY - 0.0% | ||||||||
464 | American Energy-Permian Basin LLC 7.38%, 11/01/2021 (c) | 183 | ||||||
|
| |||||||
HEALTHCARE EQUIPMENT & SERVICES - 4.0% | ||||||||
3,000,000 | Crimson Merger Sub, Inc. | 2,062,500 | ||||||
|
| |||||||
RETAIL - 3.3% | ||||||||
1,999,700 | Guitar Center, Inc. | 1,689,746 | ||||||
|
| |||||||
SOFTWARE & SERVICES - 4.1% | ||||||||
2,945,000 | Scientific Games International, Inc. 10.00%, 12/01/2022 (e) | 2,105,675 | ||||||
|
| |||||||
TELECOMMUNICATION SERVICES - 2.7% | ||||||||
5,060,200 | iHeartCommunications, Inc., PIK 14.00%, 02/01/2021 | 1,404,206 | ||||||
|
| |||||||
UTILITIES - 8.4% | ||||||||
6,499,000 | Ocean Rig UDW, Inc. | 2,827,065 | ||||||
3,506,000 | Texas Competitive Electric Holdings Co. LLC (f) | 245,420 | ||||||
467,000 | Texas Competitive Electric Holdings Co. LLC (f) | 32,690 | ||||||
15,307,000 | Texas Competitive Electric Holdings Co. LLC (f) | 1,071,490 | ||||||
3,000,000 | Texas Competitive Electric Holdings Co. LLC (f) | 195,000 | ||||||
|
| |||||||
4,371,665 | ||||||||
|
| |||||||
Total Corporate Bonds & Notes | 14,883,975 | |||||||
|
|
Principal Amount | Value ($) | |||||||
| Foreign Corporate Bonds & Notes (c)(f) - 0.0% |
| ||||||
NETHERLANDS - 0.0% | ||||||||
USD | ||||||||
220,068 | Celtic Pharma Phinco BV | 2,201 | ||||||
97,918 | Celtic Pharma Phinco BV | — | ||||||
|
| |||||||
Total Foreign Corporate Bonds & Notes | 2,201 | |||||||
|
| |||||||
Principal Amount ($) | ||||||||
| Sovereign Bonds (f) - 0.0% |
| ||||||
SOVEREIGN BONDS - 0.0% | ||||||||
4 | Argentine Republic Government International Bond | 5 | ||||||
4 | Argentine Republic Government International Bond | 4 | ||||||
|
| |||||||
9 | ||||||||
|
| |||||||
Total Sovereign Bonds | 9 | |||||||
|
| |||||||
Shares | ||||||||
| Common Stocks - 16.2% |
| ||||||
CAPITAL GOODS - 0.7% | ||||||||
8,200 | Nortek, Inc. (e)(g) | 357,684 | ||||||
|
| |||||||
CHEMICALS - 1.8% | ||||||||
90,492 | MPM Holdings, Inc. (g) | 927,543 | ||||||
|
| |||||||
COMMERCIAL & PROFESSIONAL SERVICES - 0.0% | ||||||||
24,889 | Pendrell Corp. (e)(g) | 12,472 | ||||||
|
| |||||||
ENERGY - 3.4% | ||||||||
391,913 | Overseas Shipholding Group, Inc., Class A (c)(g) | 1,109,114 | ||||||
8,750 | SemGroup Corp., Class A (e) | 252,525 | ||||||
7,050 | Targa Resources Corp. | 190,773 | ||||||
7,150 | Williams Cos., Inc. (The) (e) | 183,755 | ||||||
|
| |||||||
1,736,167 | ||||||||
|
| |||||||
MATERIALS - 4.0% | ||||||||
6,632 | Euramax International, Inc. (g)(h) | 2,075,293 | ||||||
|
| |||||||
MEDIA - 0.9% | ||||||||
6,363 | Metro-Goldwyn-Mayer, Inc., Class A (g)(i) | 489,553 | ||||||
|
| |||||||
TELECOMMUNICATION SERVICES - 3.0% | ||||||||
5,082 | TerreStar Corporation (g)(i) | 1,532,528 | ||||||
|
| |||||||
UTILITIES - 2.4% | ||||||||
3,322 | Entegra TC LLC, Class A (g) | 797,280 | ||||||
38,625 | NRG Energy, Inc. (e) | 454,616 | ||||||
|
| |||||||
1,251,896 | ||||||||
|
| |||||||
Total Common Stocks | 8,383,136 | |||||||
|
|
20 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland Opportunistic Credit Fund |
Shares | Value ($) | |||||||
| Preferred Stocks (c)(k) - 1.8% |
| ||||||
FINANCIAL - 1.8% | ||||||||
1,500 | Grayson CLO, Ltd. | 520,275 | ||||||
1,000 | Westchester CLO, Ltd. | 412,500 | ||||||
|
| |||||||
932,775 | ||||||||
| �� | |||||||
Total Preferred Stocks | 932,775 | |||||||
|
| |||||||
| Master Limited Partnerships - 2.8% |
| ||||||
ENERGY - 2.8% | ||||||||
43,500 | Boardwalk Pipeline Partners LP | 564,630 | ||||||
21,700 | Energy Transfer Equity LP | 298,158 | ||||||
21,500 | Enterprise Products Partners LP | 549,970 | ||||||
|
| |||||||
1,412,758 | ||||||||
|
| |||||||
HEALTHCARE EQUIPMENT & SERVICES - 0.0% | ||||||||
141,000 | Genesys Ventures IA, LP | 9,221 | ||||||
|
| |||||||
Total Master Limited Partnerships | 1,421,979 | |||||||
|
| |||||||
Units | ||||||||
| Warrants (g)(h) - 0.0% |
| ||||||
ENERGY - 0.0% | ||||||||
180,000 | Kinder Morgan, Inc., expires 05/25/2017 | 10,818 | ||||||
|
| |||||||
Total Warrants | 10,818 | |||||||
|
| |||||||
Shares | ||||||||
| Registered Investment Companies (j) - 9.5% |
| ||||||
4,876,554 | State Street Navigator Prime Securities Lending Portfolio | 4,876,554 | ||||||
|
| |||||||
Total Registered Investment Companies | 4,876,554 | |||||||
|
| |||||||
| Total Investments - 140.7% | 72,631,687 | ||||||
|
| |||||||
| (Cost $104,610,898) | |||||||
| Other Assets & Liabilities, Net - (40.7)% | (21,000,659 | ) | |||||
|
| |||||||
| Net Assets applicable to Common | 51,631,028 | ||||||
|
|
(a) | Senior loans (also called bank loans, leveraged loans, or floating rate loans) in which the Fund invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the London Interbank Offered Rate (“LIBOR”) or (iii) the Certificate of Deposit rate. Rate shown represents the weighted average rate at December 31, 2015. Senior loans, while exempt from registration under the Securities Act of 1933 (the “1933 Act”), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require |
prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturity shown. |
(b) | All or a portion of this position has not settled. Full contract rates do not take effect until settlement date. |
(c) | 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 December 31, 2015, these securities amounted to $21,085,783 or 40.8% of net assets. |
(d) | Variable or floating rate security. The interest rate shown reflects the rate in effect December 31, 2015. |
(e) | Securities (or a portion of securities) on loan. As of December 31, 2015, the market value of securities loaned was $4,799,422. The loaned securities were secured with cash collateral of $4,876,554. Collateral is calculated based on prior day’s prices. See Note 4. |
(f) | The issuer is, or is in danger of being, in default of its payment obligation. Income is not being accrued. |
(g) | Non-income producing security. |
(h) | Represents fair value as determined by the Fund’s Board of Trustees (the “Board”), or its designee in good faith, pursuant to the policies and procedures approved by the Board. Securities with a total aggregate value of $2,086,111, or 4.0% of net assets, were fair valued under the Fund’s valuation procedures as of December 31, 2015. |
(i) | Restricted Securities. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under the procedures established by the Fund’s Board of Trustees. |
(j) | Represents investments of cash collateral received in connection with securities lending. |
(k) | Securities of collateralized loan obligations where an affiliate of the Investment Adviser serves as collateral manager. |
Currency Abbreviations:
USD | United States Dollar |
Glossary:
CDO | Collateralized Debt Obligation | |
CLO | Collateralized Loan Obligation | |
PIK | Payment-in-Kind |
CERTAIN TRANSFERS ACCOUNTED FOR AS SECURED BORROWINGS
Remaining Contractual Maturity of the Agreements
Overnight and Continuous | Total | |||||||
Securities Lending Transactions1 | ||||||||
Corporate Bonds & Notes | $ | 1,101,992 | $ | 1,101,992 | ||||
Common Stock | 3,774,562 | 3,774,562 | ||||||
Total Borrowings | $ | 4,876,554 | $ | 4,876,554 | ||||
Gross amount of recognized liabilities for securities lending transactions | $ | 4,876,554 |
1 | Amounts represent the payable for cash collateral received on securities on loan. This will generally be in “Overnight and Continuous” column as the securities are typically callable on demand. |
See accompanying Notes to Financial Statements. | 21 |
Table of Contents
STATEMENTS OF ASSETS AND LIABILITIES
As of December 31, 2015 (unaudited) | Highland Funds I |
Highland Long/Short Equity Fund ($) | Highland Long/Short Healthcare Fund ($) | Highland Floating Rate Opportunities Fund ($) | Highland Opportunistic Credit Fund ($) | |||||||||||||
Assets | ||||||||||||||||
Unaffiliated investments, at value(a) | 756,066,830 | 626,412,088 | 597,099,761 | 72,631,687 | ||||||||||||
Affiliated investments, at value (Note 10) | — | 9,258,780 | 30,201,842 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Investments, at value | 756,066,830 | 635,670,868 | 627,301,603 | 72,631,687 | ||||||||||||
Cash equivalents | 153,944,508 | 6,923,883 | 6,907,804 | — | ||||||||||||
Cash | 220,919 | 18,817 | — | — | ||||||||||||
Restricted Cash — Securities Sold Short (Note 2) | 213,842,531 | 356,786,895 | 13,169,662 | 1,829,709 | ||||||||||||
Foreign currency | — | — | — | 37 | ||||||||||||
Swaps, at value | 1,103,362 | — | — | — | ||||||||||||
Receivable for: | ||||||||||||||||
Investments sold | 52,814,672 | 22,371,736 | 33,541,847 | 6,766,417 | ||||||||||||
Dividends and interest | 582,486 | 584,963 | 6,644,236 | 1,615,699 | ||||||||||||
Fund shares sold | 21,285,668 | 4,750,700 | 2,061,845 | 153,439 | ||||||||||||
Prepaid expenses and other assets | 121,585 | 438,787 | 414,641 | 35,733 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total assets | 1,199,982,561 | 1,027,546,649 | 690,041,638 | 83,032,721 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Liabilities | ||||||||||||||||
Due to custodian | — | — | — | 3,992,020 | ||||||||||||
Notes payable (Note 6) | — | — | 46,500,000 | 18,000,000 | ||||||||||||
Securities sold short, at value (Notes 2 and 9) | 216,794,574 | 300,330,250 | 3,960,000 | — | ||||||||||||
Written options contracts, at value (Note 3) | 61,000 | 2,863,650 | — | — | ||||||||||||
Payable for: | ||||||||||||||||
Upon receipt of securities loaned (Note 4) | 33,116,569 | 36,667,006 | 20,863,083 | 4,876,554 | ||||||||||||
Distributions to shareholders | 130,105 | 216,304 | 333,797 | 29,713 | ||||||||||||
Investments purchased | 53,160,177 | 61,489,372 | 20,881,333 | 3,902,738 | ||||||||||||
Fund shares redeemed | 6,961,543 | 25,228,054 | 5,522,955 | 530,202 | ||||||||||||
Investment advisory and administration fees (Note 7) | 897,620 | 677,950 | 269,400 | 24,193 | ||||||||||||
Trustees’ fees | 23,014 | 13,134 | 20,687 | 852 | ||||||||||||
Distribution and shareholder service fees (Note 7) | 9,889 | 14,952 | 29,623 | 201 | ||||||||||||
Transfer agent fees | 472,067 | 86,419 | 177,684 | 1,867 | ||||||||||||
Swap payments | 97,099 | — | — | — | ||||||||||||
Interest expense (Note 6) | — | — | — | 29,304 | ||||||||||||
Commitment fee payable (Note 6) | 12,619 | 6,890 | 195,743 | 910 | ||||||||||||
Accrued expenses and other liabilities | 195,108 | 85,820 | 153,103 | 13,139 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total liabilities | 311,931,384 | 427,679,801 | 98,907,408 | 31,401,693 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net Assets | 888,051,177 | 599,866,848 | 591,134,230 | 51,631,028 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Unaffiliated investments, at cost | 772,320,344 | 638,072,434 | 793,893,673 | 104,610,898 | ||||||||||||
Affiliated investments, at cost (Note 10) | — | 9,199,556 | 333,953,502 | — | ||||||||||||
Cash equivalents, at cost (Note 2) | 153,944,508 | 6,923,883 | 6,907,804 | — | ||||||||||||
Foreign currency, at cost | — | — | — | 36 | ||||||||||||
Proceeds from securities sold short | 221,371,458 | 286,713,264 | 3,829,637 | — | ||||||||||||
Written option premiums received | 228,853 | 1,237,906 | — | — | ||||||||||||
(a) Includes market value of securities on loan: | 32,269,623 | 35,276,071 | 21,066,138 | 4,799,422 |
22 | See accompanying Notes to Financial Statements. |
Table of Contents
STATEMENTS OF ASSETS AND LIABILITIES (continued)
As of December 31, 2015 (unaudited) | Highland Funds I |
Highland Long/Short Equity Fund ($) | Highland Long/Short Healthcare Fund ($) | Highland Floating Rate Opportunities Fund ($) | Highland Opportunistic Credit Fund ($) | |||||||||||||
Net Assets Consist of: | ||||||||||||||||
Par value (Note 1) | 78,063 | 44,808 | 86,021 | 14,363 | ||||||||||||
Paid-in capital | 890,483,941 | 732,500,351 | 1,958,930,405 | 87,216,017 | ||||||||||||
Accumulated net investment loss | (6,216,089 | ) | (6,875,265 | ) | (20,491,458 | ) | (790,185 | ) | ||||||||
Accumulated net realized gain (loss) from investments, securities sold short, futures contracts and foreign currency transactions | 14,111,167 | (98,966,537 | ) | (846,714,803 | ) | (2,827,624 | ) | |||||||||
Net unrealized appreciation (depreciation) on investments, securities sold short and foreign currency translations | (10,405,905 | ) | (26,836,509 | ) | (500,675,935 | ) | (31,981,543 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net Assets | 888,051,177 | 599,866,848 | 591,134,230 | 51,631,028 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Class A: |
| |||||||||||||||
Net assets | 75,596,363 | 131,974,623 | 170,269,652 | 4,783,255 | ||||||||||||
Shares outstanding ($0.001 par value; unlimited shares authorized) | 6,805,014 | 9,969,299 | 24,769,811 | 1,323,387 | ||||||||||||
Net asset value per share | 11.11 | (a) | 13.24 | (a) | 6.87 | (a) | 3.74 | (a) | ||||||||
Max offering price per share | 11.76 | (b) | 14.01 | (b) | 7.12 | (b) | 3.88 | (b) | ||||||||
Class C: | ||||||||||||||||
Net assets | 63,521,090 | 85,613,643 | 245,152,705 | 177,794 | ||||||||||||
Shares outstanding ($0.001 par value; unlimited shares authorized) | 6,083,645 | 6,812,066 | 35,675,315 | 48,938 | ||||||||||||
Net asset value and offering price per share | 10.44 | (a) | 12.57 | (a) | 6.87 | (a) | 3.63 | (a) | ||||||||
Class Z | ||||||||||||||||
Net assets | 748,933,724 | 382,278,582 | 175,711,873 | 46,669,979 | ||||||||||||
Shares outstanding ($0.001 par value; unlimited authorization) | 65,174,305 | 28,026,376 | 25,575,642 | 12,990,311 | ||||||||||||
Net asset value, offering and redemption price per share | 11.49 | 13.64 | 6.87 | 3.59 |
(a) | Redemption price per share is equal to net asset value per share less any applicable contingent deferred sales charge (“CDSC”). |
(b) | On sales of $1,000,000 or more, there is no sales charge and therefore the offering will be lower. |
See accompanying Notes to Financial Statements. | 23 |
Table of Contents
For the Six Months Ended December 31, 2015 (unaudited) | Highland Funds I |
Highland Long/Short Equity Fund ($) | Highland Long/Short Healthcare Fund ($) | Highland Floating Rate Opportunities Fund ($) | Highland Opportunistic Credit Fund ($) | |||||||||||||
Investment Income | ||||||||||||||||
Income: | ||||||||||||||||
Dividends | 3,078,367 | 1,701,329 | 10,318 | 331,503 | ||||||||||||
Less: Foreign taxes withheld | (14,175 | ) | (820 | ) | — | — | ||||||||||
Securities lending income (Note 4) | 66,706 | 364,511 | 36,389 | 14,735 | ||||||||||||
Interest from unaffiliated issuers | — | 322,682 | 23,388,309 | 4,101,029 | ||||||||||||
Other income | 797 | — | 46,702 | 2,558 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Income | 3,131,695 | 2,387,702 | 23,481,718 | 4,449,825 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Expenses: | ||||||||||||||||
Investment advisory (Note 7) | 10,061,156 | 3,951,384 | 2,508,484 | 436,113 | ||||||||||||
Administration fees (Note 7) | 894,325 | 790,277 | 771,841 | — | ||||||||||||
Distribution and shareholder service fees (Note 7): | ||||||||||||||||
Class A | 136,930 | 330,602 | 330,118 | 11,410 | ||||||||||||
Class C | 310,479 | 477,052 | 1,207,150 | 636 | ||||||||||||
Transfer agent fees | 551,898 | 267,393 | 366,589 | 5,849 | ||||||||||||
Trustees fees (Note 7) | 47,921 | 44,954 | 39,949 | 4,883 | ||||||||||||
Accounting services fees | 120,657 | 107,045 | 104,090 | 21,899 | ||||||||||||
Audit fees | 68,699 | 52,728 | 62,868 | 11,923 | ||||||||||||
Legal fees (Note 7) | 175,966 | 83,869 | 361,674 | 21,717 | ||||||||||||
Registration fees | 35,707 | 46,198 | 38,376 | 24,884 | ||||||||||||
Insurance | 79,952 | 26,251 | 82,170 | 2,159 | ||||||||||||
Reports to shareholders | 59,652 | 31,979 | 60,441 | 13,185 | ||||||||||||
Interest expense (Note 6) | 26,673 | — | 334,566 | 97,628 | ||||||||||||
Commitment fees-credit agreement (Note 6) | 23,296 | 19,779 | 229,953 | 2,381 | ||||||||||||
Dividends and fees on securities sold short (Note 2) | 2,298,569 | 2,935,727 | 59,959 | 922 | ||||||||||||
Other | 45,435 | 37,418 | 56,347 | 10,421 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total operating expenses before waiver and reimbursement | 14,937,315 | 9,202,656 | 6,614,575 | 666,010 | ||||||||||||
Expenses waived or borne by the adviser and administrator | (5,589,531 | ) | — | (1,002,899 | ) | (213,080 | ) | |||||||||
|
|
|
|
|
|
|
| |||||||||
Net operating expenses | 9,347,784 | 9,202,656 | 5,611,676 | 452,930 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net investment income (loss) | (6,216,089 | ) | (6,814,954 | ) | 17,870,042 | 3,996,895 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net Realized and Unrealized Gain (Loss) on Investments | ||||||||||||||||
Realized gain (loss) on: | ||||||||||||||||
Investments from unaffiliated issuers | (1,341,060 | ) | (92,150,072 | ) | 13,213,692 | 140,511 | ||||||||||
Investments from affiliated issuers (Note 10) | — | (506,698 | ) | (3,129,411 | ) | — | ||||||||||
Securities sold short (Note 2) | 14,563,344 | 11,308,811 | 1,515,693 | 299,395 | ||||||||||||
Swap contracts (Note 3) | (232,036 | ) | — | — | — | |||||||||||
Written options contracts (Note 3) | 8,727,132 | (1,348,923 | ) | — | — | |||||||||||
Futures contracts (Note 3) | 2,315,184 | — | — | — | ||||||||||||
Foreign currency related transactions | (125,997 | ) | (35,028 | ) | 2,731 | (1,483 | ) | |||||||||
Change in unrealized appreciation (depreciation) on: | ||||||||||||||||
Investments | (48,489,471 | ) | (32,939,690 | ) | (104,047,542 | ) | (27,106,203 | ) | ||||||||
Securities sold short (Note 2) | (847,489 | ) | (8,706,360 | ) | (247,245 | ) | — | |||||||||
Swaps (Note 3) | 1,103,362 | — | — | — | ||||||||||||
Written options (Note 3) | (373,754 | ) | (3,603,782 | ) | — | — | ||||||||||
Futures contracts (Note 3) | (270,207 | ) | — | — | — | |||||||||||
Foreign currency related translations | 14,388 | 7,422 | — | (332 | ) | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net realized and unrealized loss on investments | (24,956,604 | ) | (127,974,320 | ) | (92,692,082 | ) | (26,668,112 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Total decrease in net assets resulting from operations | (31,172,693 | ) | (134,789,274 | ) | (74,822,040 | ) | (22,671,217 | ) | ||||||||
|
|
|
|
|
|
|
|
24 | See accompanying Notes to Financial Statements. |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS
Highland Funds I |
Highland Long/Short Equity Fund | ||||||||
Six Months Ended December 31, 2015 (unaudited) ($) | Year Ended June 30, 2015 ($) | |||||||
Increase (Decrease) in Net Assets | ||||||||
Operations: | ||||||||
Net investment income (loss) | (6,216,089 | ) | (12,750,421 | ) | ||||
Net realized gain (loss) on investments, securities sold short, futures contracts and foreign currency transactions | 23,906,567 | 62,343,276 | ||||||
Net increase (decrease) in unrealized appreciation (depreciation) on investments, securities sold short, futures contracts and foreign currency transactions | (48,863,171 | ) | (26,683,821 | ) | ||||
|
|
|
| |||||
Net increase (decrease) from operations | (31,172,693 | ) | 22,909,034 | |||||
|
|
|
| |||||
Distributions to shareholders from: | ||||||||
Net investment income | ||||||||
Class A | — | — | ||||||
Class C | — | — | ||||||
Class Z | — | — | ||||||
Net realized gains | ||||||||
Class A | (2,927,543 | ) | (5,853,187 | ) | ||||
Class C | (2,622,346 | ) | (2,248,689 | ) | ||||
Class Z | (28,703,475 | ) | (29,585,095 | ) | ||||
|
|
|
| |||||
Total distributions | (34,253,364 | ) | (37,686,971 | ) | ||||
|
|
|
| |||||
Share transactions: | ||||||||
Proceeds from sale of shares | ||||||||
Class A | 21,510,106 | 31,667,469 | ||||||
Class C | 22,274,690 | 15,255,722 | ||||||
Class Z | 229,270,752 | 253,530,788 | ||||||
Value of distributions reinvested | ||||||||
Class A | 2,196,732 | 5,528,013 | ||||||
Class C | 1,835,375 | 1,652,664 | ||||||
Class Z | 19,307,282 | 25,625,493 | ||||||
Cost of shares redeemed | ||||||||
Class A | (19,176,394 | ) | (151,059,357 | ) | ||||
Class C | (11,115,580 | ) | (15,641,639 | ) | ||||
Class Z | (169,327,528 | ) | (313,132,817 | ) | ||||
|
|
|
| |||||
Net increase (decrease) from shares transactions | 96,775,435 | (146,573,664 | ) | |||||
|
|
|
| |||||
Total increase (decrease) in net assets | 31,349,378 | (161,351,601 | ) | |||||
|
|
|
| |||||
Net Assets | ||||||||
Beginning of period | 856,701,799 | 1,018,053,400 | ||||||
|
|
|
| |||||
End of period | 888,051,177 | 856,701,799 | ||||||
|
|
|
| |||||
Accumulated net investment income (loss) | (6,216,089 | ) | — | |||||
|
|
|
|
See accompanying Notes to Financial Statements. | 25 |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS (continued)
Highland Funds I |
Highland Long/Short Equity Fund | ||||||||
Six Months Ended December 31, 2015 (unaudited) $ | Year Ended June 30, 2015 $ | |||||||
CAPITAL STOCK ACTIVITY - SHARES | ||||||||
Class A: | ||||||||
Shares sold | 1,834,978 | 2,610,442 | ||||||
Issued for distribution reinvested | 193,374 | 476,142 | ||||||
Shares redeemed | (1,636,913 | ) | (12,732,161 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in fund shares | 391,439 | (9,645,577 | ) | |||||
|
|
|
| |||||
Class C: | ||||||||
Shares sold | 2,020,870 | 1,332,805 | ||||||
Issued for distribution reinvested | 171,051 | 149,970 | ||||||
Shares redeemed | (1,024,068 | ) | (1,371,263 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in fund shares | 1,168,653 | 111,512 | ||||||
|
|
|
| |||||
Class Z: | ||||||||
Shares sold | 18,964,356 | 20,571,637 | ||||||
Issued for distribution reinvested | 1,643,173 | 2,144,393 | ||||||
Shares redeemed | (14,073,536 | ) | (25,376,396 | ) | ||||
|
|
|
| |||||
Net increase/(decrease) | 6,533,993 | (2,660,366 | ) | |||||
|
|
|
|
26 | See accompanying Notes to Financial Statements. |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS (continued)
Highland Funds I |
Highland Long/Short Healthcare Fund | ||||||||
Six Months Ended December 31, 2015 (unaudited) ($) | Year Ended June 30, 2015 ($) | |||||||
Increase (Decrease) in Net Assets | ||||||||
Operations: | ||||||||
Net investment income (loss) | (6,814,954 | ) | (9,401,057 | ) | ||||
Net realized gain (loss) on investments, securities sold short, futures contracts and foreign currency transactions | (82,731,910 | ) | 48,028,566 | |||||
Net increase (decrease) in unrealized appreciation (depreciation) on investments, securities sold short, futures contracts and foreign currency transactions | (45,242,410 | ) | 13,485,497 | |||||
|
|
|
| |||||
Net increase (decrease) from operations | (134,789,274 | ) | 52,113,006 | |||||
|
|
|
| |||||
Distributions to shareholders from: | ||||||||
Net investment income | ||||||||
Class A | — | — | ||||||
Class C | — | — | ||||||
Class Z | — | — | ||||||
Net realized gains | ||||||||
Class A | (6,880,166 | ) | (6,673,843 | ) | ||||
Class C | (4,004,462 | ) | (2,470,677 | ) | ||||
Class Z | (18,542,641 | ) | (6,599,458 | ) | ||||
|
|
|
| |||||
Total distributions | (29,427,269 | ) | (15,743,978 | ) | ||||
|
|
|
| |||||
Share transactions: | ||||||||
Proceeds from sale of shares | ||||||||
Class A | 84,660,219 | 176,502,361 | ||||||
Class C | 38,750,612 | 43,110,193 | ||||||
Class Z | 250,943,965 | 425,849,305 | ||||||
Value of distributions reinvested | ||||||||
Class A | 6,645,805 | 6,350,239 | ||||||
Class C | 3,950,299 | 2,424,087 | ||||||
Class Z | 16,022,635 | 5,013,629 | ||||||
Cost of shares redeemed | ||||||||
Class A | (100,466,636 | ) | (164,537,738 | ) | ||||
Class C | (20,511,636 | ) | (13,665,110 | ) | ||||
Class Z | (233,390,206 | ) | (114,138,271 | ) | ||||
|
|
|
| |||||
Net increase (decrease) from shares transactions | 46,605,057 | 366,908,695 | ||||||
|
|
|
| |||||
Total increase (decrease) in net assets | (117,611,486 | ) | 403,277,723 | |||||
|
|
|
| |||||
Net Assets | ||||||||
Beginning of period | 717,478,334 | 314,200,611 | ||||||
|
|
|
| |||||
End of period | 599,866,848 | 717,478,334 | ||||||
|
|
|
| |||||
Accumulated net investment income (loss) | (6,875,265 | ) | (60,311 | ) | ||||
|
|
|
|
See accompanying Notes to Financial Statements. | 27 |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS (continued)
Highland Funds I |
Highland Long/Short Healthcare Fund | ||||||||
Six Months Ended December 31, 2015 (unaudited) $ | Year Ended June 30, 2015 $ | |||||||
CAPITAL STOCK ACTIVITY - SHARES | ||||||||
Class A: | ||||||||
Shares sold | 5,466,872 | 11,393,294 | ||||||
Issued for distribution reinvested | 495,586 | 441,909 | ||||||
Shares redeemed | (7,058,378 | ) | (10,943,902 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in fund shares | (1,095,920 | ) | 891,301 | |||||
|
|
|
| |||||
Class C: | ||||||||
Shares sold | 2,609,030 | 2,866,647 | ||||||
Issued for distribution reinvested | 310,071 | 176,169 | ||||||
Shares redeemed | (1,530,133 | ) | (926,880 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in fund shares | 1,388,968 | 2,115,936 | ||||||
|
|
|
| |||||
Class Z: | ||||||||
Shares sold | 15,771,182 | 26,829,513 | ||||||
Issued for distribution reinvested | 1,160,220 | 340,369 | ||||||
Shares redeemed | (16,151,410 | ) | (7,251,195 | ) | ||||
|
|
|
| |||||
Net increase/(decrease) | 779,992 | 19,918,687 | ||||||
|
|
|
|
28 | See accompanying Notes to Financial Statements. |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS (continued)
Highland Funds I |
Highland Floating Rate Opportunities Fund | ||||||||
Six Months Ended December 31, 2015 (unaudited) ($) | Year Ended June 30, 2015 ($) | |||||||
Increase (Decrease) in Net Assets | ||||||||
Operations: | ||||||||
Net investment income (loss) | 17,870,042 | 37,245,292 | ||||||
Net realized gain (loss) on investments, securities sold short, futures contracts and foreign currency transactions | 11,602,705 | (703,495 | ) | |||||
Net increase (decrease) in unrealized appreciation (depreciation) on investments, securities sold short, futures contracts and foreign currency transactions | (104,294,787 | ) | (46,159,348 | ) | ||||
|
|
|
| |||||
Net increase (decrease) from operations | (74,822,040 | ) | (9,617,551 | ) | ||||
|
|
|
| |||||
Distributions to shareholders from: | ||||||||
Net investment income | ||||||||
Class A | (4,740,998 | ) | (10,838,285 | ) | ||||
Class C | (6,444,536 | ) | (12,602,357 | ) | ||||
Class Z | (6,684,347 | ) | (13,964,486 | ) | ||||
Net realized gains | ||||||||
Class A | — | — | ||||||
Class C | — | — | ||||||
Class Z | — | — | ||||||
|
|
|
| |||||
Total distributions | (17,869,881 | ) | (37,405,128 | ) | ||||
|
|
|
| |||||
Share transactions: | ||||||||
Proceeds from sale of shares | ||||||||
Class A | 31,350,708 | 55,690,350 | ||||||
Class C | 15,549,342 | 28,999,816 | ||||||
Class Z | 46,376,553 | 235,401,939 | ||||||
Value of distributions reinvested | ||||||||
Class A | 3,976,181 | 9,259,312 | ||||||
Class C | 5,325,264 | 10,317,472 | ||||||
Class Z | 6,363,903 | 12,990,466 | ||||||
Cost of shares redeemed | ||||||||
Class A | (42,133,009 | ) | (191,688,891 | ) | ||||
Class C | (47,911,247 | ) | (94,967,897 | ) | ||||
Class Z | (128,887,983 | ) | (289,002,440 | ) | ||||
|
|
|
| |||||
Net increase (decrease) from shares transactions | (109,990,288 | ) | (222,999,873 | ) | ||||
|
|
|
| |||||
Total increase (decrease) in net assets | (202,682,209 | ) | (270,022,552 | ) | ||||
|
|
|
| |||||
Net Assets | ||||||||
Beginning of period | 793,816,439 | 1,063,838,991 | ||||||
|
|
|
| |||||
End of period | 591,134,230 | 793,816,439 | ||||||
|
|
|
| |||||
Accumulated net investment income (loss) | (20,491,458 | ) | (20,491,619 | ) | ||||
|
|
|
|
See accompanying Notes to Financial Statements. | 29 |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS (continued)
Highland Funds I |
Highland Floating Rate Opportunities Fund | ||||||||
Six Months Ended December 31, 2015 (unaudited) $ | Year Ended June 30, 2015 $ | |||||||
CAPITAL STOCK ACTIVITY - SHARES | ||||||||
Class A: | ||||||||
Shares sold | 4,270,255 | 6,989,859 | ||||||
Issued for distribution reinvested | 543,387 | 1,170,286 | ||||||
Shares redeemed | (5,758,763 | ) | (24,246,789 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in fund shares | (945,121 | ) | (16,086,644 | ) | ||||
|
|
|
| |||||
Class C: | ||||||||
Shares sold | 2,127,493 | 3,655,118 | ||||||
Issued for distribution reinvested | 727,694 | 1,306,488 | ||||||
Shares redeemed | (6,604,236 | ) | (12,007,722 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in fund shares | (3,749,049 | ) | (7,046,116 | ) | ||||
|
|
|
| |||||
Class Z: | ||||||||
Shares sold | 6,291,374 | 29,662,556 | ||||||
Issued for distribution reinvested | 868,505 | 1,645,504 | ||||||
Shares redeemed | (17,828,621 | ) | (36,566,001 | ) | ||||
|
|
|
| |||||
Net increase/(decrease) | (10,668,742 | ) | (5,257,941 | ) | ||||
|
|
|
|
30 | See accompanying Notes to Financial Statements. |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS (continued)
Highland Funds I |
Highland Opportunistic Credit Fund | ||||||||
Six Months Ended December 31, 2015 (unaudited) ($) | Year Ended June 30, 2015 ($) | |||||||
Increase (Decrease) in Net Assets | ||||||||
Operations: | ||||||||
Net investment income (loss) | 3,996,895 | 2,303,346 | ||||||
Net realized gain (loss) on investments, securities sold short, futures contracts and foreign currency transactions | 438,423 | 201,621 | ||||||
Net increase (decrease) in unrealized appreciation (depreciation) on investments, securities sold short, futures contracts and foreign currency transactions | (27,106,535 | ) | (4,981,055 | ) | ||||
|
|
|
| |||||
Net increase (decrease) from operations | (22,671,217 | ) | (2,476,088 | ) | ||||
|
|
|
| |||||
Distributions to shareholders from: | ||||||||
Net investment income | ||||||||
Class A | (370,207 | ) | (247,809 | ) | ||||
Class C | (7,087 | ) | (4,360 | ) | ||||
Class Z | (4,164,137 | ) | (2,306,100 | ) | ||||
Net realized gains | ||||||||
Class A | — | — | ||||||
Class C | — | — | ||||||
Class Z | — | — | ||||||
|
|
|
| |||||
Total distributions | (4,541,431 | ) | (2,558,269 | ) | ||||
|
|
|
| |||||
Share transactions: | ||||||||
Proceeds from sale of shares | ||||||||
Class A | 346,424 | 12,842,765 | ||||||
Class C | 148,800 | 195,108 | ||||||
Class Z | 5,699,561 | 75,900,453 | ||||||
Value of distributions reinvested | ||||||||
Class A | 366,087 | 239,562 | ||||||
Class C | 7,033 | 4,285 | ||||||
Class Z | 3,884,303 | 2,169,391 | ||||||
Cost of shares redeemed | ||||||||
Class A | (1,283,055 | ) | (4,796,353 | ) | ||||
Class C | (83,585 | ) | (25,316 | ) | ||||
Class Z | (17,024,548 | ) | (9,016,402 | ) | ||||
Reorganization (Note 13) | ||||||||
Class Z | — | 11,582,156 | ||||||
|
|
|
| |||||
Net increase (decrease) from shares transactions | (7,938,980 | ) | 89,095,649 | |||||
|
|
|
| |||||
Total increase (decrease) in net assets | (35,151,628 | ) | 84,061,292 | |||||
|
|
|
| |||||
Net Assets | ||||||||
Beginning of period | 86,782,656 | 2,721,364 | ||||||
|
|
|
| |||||
End of period | 51,631,028 | 86,782,656 | ||||||
|
|
|
| |||||
Accumulated net investment income (loss) | (790,185 | ) | (245,649 | ) | ||||
|
|
|
|
See accompanying Notes to Financial Statements. | 31 |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS (continued)
Highland Funds I |
Highland Opportunistic Credit Fund | ||||||||
Six Months Ended December 31, 2015 (unaudited) $ | Year Ended June 30, 2015 $ | |||||||
CAPITAL STOCK ACTIVITY - SHARES | ||||||||
Class A: | ||||||||
Shares sold | 77,982 | 2,294,798 | ||||||
Issued for distribution reinvested | 85,825 | 44,057 | ||||||
Shares redeemed | (297,874 | ) | (881,401 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in fund shares | (134,067 | ) | 1,457,454 | |||||
|
|
|
| |||||
Class C: | ||||||||
Shares sold | 35,931 | 34,063 | ||||||
Issued for distribution reinvested | 1,597 | 788 | ||||||
Shares redeemed | (18,803 | ) | (4,638 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in fund shares | 18,725 | 30,213 | ||||||
|
|
|
| |||||
Class Z: | ||||||||
Shares sold | 1,287,602 | 15,699,757 | ||||||
Issued for distribution reinvested | 919,465 | 399,849 | ||||||
Shares redeemed | (4,106,509 | ) | (1,648,031 | ) | ||||
Subscriptions from Reorganization (Note 13) | — | 438,178 | ||||||
|
|
|
| |||||
Net increase/(decrease) | (1,899,442 | ) | 14,889,753 | |||||
|
|
|
|
32 | See accompanying Notes to Financial Statements. |
Table of Contents
For the Six Months Ended December 31, 2015 (unaudited) | Highland Long/Short Equity Fund |
($) | ||||
Cash Flows Provided by (Used for) Operating Activities: | ||||
Net decrease in net assets resulting from operations | (31,172,693 | ) | ||
Adjustments to Reconcile Net Investment Income to Net Cash Used for Operating Activities | ||||
Operating Activities: | ||||
Purchases of investment securities from unaffiliated issuers | (1,361,338,224 | ) | ||
Proceeds from disposition investment securities from unaffiliated issues | 1,334,863,060 | |||
Purchases of purchased options | (2,199,893 | ) | ||
Purchases of short-term portfolio investments, net | (168,561,309 | ) | ||
Purchases of securities sold short | (1,033,116,210 | ) | ||
Proceeds of securities sold short | 1,025,850,975 | |||
Decrease in restricted cash | 1,278,416 | |||
Net premium received on open written options contracts | 8,482,002 | |||
Net realized loss on Investments from unaffiliated issuers | 1,341,060 | |||
Net realized gain on securities sold short, written options contracts and foreign currency transactions | (23,164,479 | ) | ||
Net change in unrealized appreciation/ (depreciation) on investments, securities sold short, written options contracts and translation on assets and liabilities denominated in foreign currency | 48,592,964 | |||
Increase in receivable for investments sold | (1,308,395 | ) | ||
Decrease in receivable for dividends and interest | 101,265 | |||
Increase in other assets | (68,316 | ) | ||
Increase in payable upon receipt of securities on loan | 14,616,801 | |||
Increase in payable for investments purchased | 13,694,917 | |||
Increase in payable for swap payment | 97,099 | |||
Decrease in payable for variation margin | (33,967 | ) | ||
Increase in payables to related parties | 60,316 | |||
Increase in payable for distribution and shareholder service fees | 5,338 | |||
Increase in payable to transfer agent fees | 172,535 | |||
Increase in payable for commitment fees | 111 | |||
Decrease in accrued expenses and other liabilities | (193,336 | ) | ||
|
| |||
Net cash flow used for operating activities | (171,999,963 | ) | ||
|
| |||
Cash Flows Received from (Used In) Financing Activities: | ||||
Distributions paid in cash | (11,073,838 | ) | ||
Payments on shares redeemed | (193,619,369 | ) | ||
Proceeds from shares sold | 254,199,769 | |||
|
| |||
Net cash flow received from (used in) financing activities | 49,506,562 | |||
|
| |||
Effect of exchange rate changes on cash | (111,609 | ) | ||
|
| |||
Net Decrease in Cash | (122,605,010 | ) | ||
|
| |||
Cash and Foreign Currency/Due to Custodian: | ||||
Beginning of year | 122,825,929 | |||
|
| |||
End of year | 220,919 | |||
|
| |||
Supplemental disclosure of cash flow information: | ||||
Reinvestment of distributions | 23,339,389 | |||
|
| |||
Cash paid during the year for interest | 26,673 | |||
|
| |||
Cash paid during the year for commitment fees | 19,890 | |||
|
|
See accompanying Notes to Financial Statements. | 33 |
Table of Contents
STATEMENT OF CASH FLOWS
For the Six Months Ended December 31, 2015 (unaudited) | Highland Long/Short Healthcare Fund |
($) | ||||
Cash Flows Provided by (Used for) Operating Activities: | ||||
Net decrease in net assets resulting from operations | (134,789,274 | ) | ||
Adjustments to Reconcile Net Investment Income to Net Cash Used for Operating Activities | ||||
Operating Activities: | ||||
Purchases of investment securities from unaffiliated issuers | (2,584,268,149 | ) | ||
Proceeds from disposition investment securities from unaffiliated issues | 2,558,826,203 | |||
Purchases of investment securities from affiliated issuers | (8,359,776 | ) | ||
Proceeds from disposition investment securities from affiliated issues | 156,884 | |||
Proceeds of purchased options | 297,856 | |||
Proceeds from sales of short-term portfolio investments, net | 23,344,832 | |||
Purchases of securities sold short | (1,981,042,804 | ) | ||
Proceeds of securities sold short | 2,100,797,922 | |||
Increase in restricted cash | (237,846,290 | ) | ||
Net accretion of discount | (56,093 | ) | ||
Net premium received on open written options contracts | (2,310,936 | ) | ||
Net realized loss on Investments from unaffiliated issuers | 92,150,072 | |||
Net realized loss on Investments in affiliated issuers | 506,698 | |||
Net realized gain on securities sold short, written options contracts and foreign currency transactions | (9,924,860 | ) | ||
Net change in unrealized appreciation/ (depreciation) on investments, securities sold short, written options contracts and translation on assets and liabilities denominated in foreign currency | 45,242,410 | |||
Decrease in receivable for investments sold | 32,606,414 | |||
Increase in receivable for dividends and interest | (306,629 | ) | ||
Increase in other assets | (279,508 | ) | ||
Decrease in payable upon receipt of securities on loan | (30,268,715 | ) | ||
Increase in payable for investments purchased | 11,868,813 | |||
Decrease in payables to related parties | (2,397 | ) | ||
Increase in payable for distribution and shareholder service fees | 6,947 | |||
Decrease in payable to transfer agent fees | (24,163 | ) | ||
Increase in payable for commitment fees | 483 | |||
Decrease in accrued expenses and other liabilities | (78,784 | ) | ||
|
| |||
Net cash flow used for operating activities | (123,752,844 | ) | ||
|
| |||
Cash Flows Received from (Used In) Financing Activities: | ||||
Distributions paid in cash | (2,771,061 | ) | ||
Payments on shares redeemed | (331,445,480 | ) | ||
Proceeds from shares sold | 381,314,273 | |||
|
| |||
Net cash flow received from (used in) financing activities | 47,097,732 | |||
|
| |||
Effect of exchange rate changes on cash | (27,606 | ) | ||
|
| |||
Net Decrease in Cash | (76,682,718 | ) | ||
|
| |||
Cash and Foreign Currency/Due to Custodian: | ||||
Beginning of year | 76,701,535 | |||
|
| |||
End of year | 18,817 | |||
|
| |||
Supplemental disclosure of cash flow information: | ||||
Reinvestment of distributions | 26,618,739 | |||
|
| |||
Cash paid during the year for commitment fees | 20,262 | |||
|
|
34 | See accompanying Notes to Financial Statements. |
Table of Contents
STATEMENT OF CASH FLOWS
For the Six Months Ended December 31, 2015 (unaudited) | Highland Floating Rate Opportunities Fund |
($) | ||||
Cash Flows Provided by (Used for) Operating Activities: | ||||
Net decrease in net assets resulting from operations | (74,822,040 | ) | ||
Adjustments to Reconcile Net Investment Income to Net Cash Provided by Operating Activities | ||||
Operating Activities: | ||||
Purchases of investment securities from unaffiliated issuers | (87,414,011 | ) | ||
Proceeds from disposition investment securities from unaffiliated issues | 284,569,402 | |||
Purchases of investment securities from affiliated issuers | (5,452,278 | ) | ||
Proceeds from sales of short-term portfolio investments, net | 27,388,679 | |||
Purchases of securities sold short | (63,793,767 | ) | ||
Proceeds of securities sold short | 52,938,650 | |||
Decrease in restricted cash | 22,104,134 | |||
Paydowns at cost | 1,576,261 | |||
Net accretion of discount | (1,839,128 | ) | ||
Net realized gain on Investments from unaffiliated issuers | (13,213,692 | ) | ||
Net realized loss on Investments in affiliated issuers | 3,129,411 | |||
Net realized gain on securities sold short, written options contracts and foreign currency transactions | (1,518,424 | ) | ||
Net change in unrealized appreciation/ (depreciation) on investments, securities sold short, written options contracts and translation on assets and liabilities denominated in foreign currency | 104,294,787 | |||
Increase in receivable for investments sold | (1,233,558 | ) | ||
Decrease in receivable for dividends and interest | 341,522 | |||
Increase in other assets | (52,403 | ) | ||
Decrease in payable upon receipt of securities on loan | (34,296,483 | ) | ||
Decrease in payable for investments purchased | (81,368,380 | ) | ||
Increase in payables to related parties | 167,883 | |||
Increase in payable for distribution and shareholder service fees | 11,390 | |||
Decrease in payable to transfer agent fees | (27,422 | ) | ||
Decrease in payable for commitment fees | (7,575 | ) | ||
Decrease in accrued expenses and other liabilities | (173,064 | ) | ||
|
| |||
Net cash flow provided by operating activities | 131,309,894 | |||
|
| |||
Cash Flows Received from (Used In) Financing Activities: | ||||
Decrease in notes payable | (5,000,000 | ) | ||
Distributions paid in cash | (2,248,667 | ) | ||
Payments on shares redeemed | (216,883,326 | ) | ||
Proceeds from shares sold | 94,103,369 | |||
|
| |||
Net cash flow received from (used in) financing activities | (130,028,624 | ) | ||
|
| |||
Effect of exchange rate changes on cash | 2,731 | |||
|
| |||
Net Increase in Cash | 1,284,001 | |||
|
| |||
Cash and Foreign Currency/Due to Custodian: | ||||
Beginning of year | (1,284,001 | ) | ||
|
| |||
End of year | — | |||
|
| |||
Supplemental disclosure of cash flow information: | ||||
Reinvestment of distributions | 15,665,348 | |||
|
| |||
Cash paid during the year for interest | 562,265 | |||
|
| |||
Cash paid during the year for commitment fees | (7,575 | ) | ||
|
|
See accompanying Notes to Financial Statements. | 35 |
Table of Contents
STATEMENT OF CASH FLOWS
For the Six Months Ended December 31, 2015 (unaudited) | Highland Opportunistic Credit Fund |
($) | ||||
Cash Flows Provided by (Used for) Operating Activities: | ||||
Net decrease in net assets resulting from operations | (22,671,217 | ) | ||
Adjustments to Reconcile Net Investment Income to Net Cash Used for Operating Activities | ||||
Operating Activities: | ||||
Purchases of investment securities from unaffiliated issuers | (32,877,680 | ) | ||
Proceeds from disposition investment securities from unaffiliated issues | 44,269,547 | |||
Proceeds from sales of short-term portfolio investments, net | 5,734,721 | |||
Purchases of securities sold short | (1,080,605 | ) | ||
Proceeds of securities sold short | 1,380,000 | |||
Decrease in restricted cash | (792,079 | ) | ||
Net accretion of discount | (612,386 | ) | ||
Net realized gain on Investments from unaffiliated issuers | (140,511 | ) | ||
Net realized gain on securities sold short, written options contracts and foreign currency transactions | (297,912 | ) | ||
Net change in unrealized appreciation/ (depreciation) on investments, securities sold short, written options contracts and translation on assets and liabilities denominated in foreign currency | 27,106,535 | |||
Increase in receivable for investments sold | (1,242,262 | ) | ||
Increase in receivable for dividends and interest | (451,634 | ) | ||
Decrease in Investment advisory and administration fees receivable | 29,310 | |||
Decrease in other assets | (18,825 | ) | ||
Decrease in payable upon receipt of securities on loan | (5,734,721 | ) | ||
Decrease in payable for investments purchased | (23,885,567 | ) | ||
Increase in payables to related parties | 23,899 | |||
Increase in payable for distribution and shareholder service fees | 44 | |||
Increase in payable to transfer agent fees | 168 | |||
Increase in payable for interest expense | 29,304 | |||
Increase in payable for commitment fees | 132 | |||
Decrease in accrued expenses and other liabilities | (16,633 | ) | ||
|
| |||
Net cash flow used for operating activities | (11,248,372 | ) | ||
|
| |||
Cash Flows Received from (Used In) Financing Activities: | ||||
Increase in notes payable | 18,000,000 | |||
Distributions paid in cash | (274,894 | ) | ||
Payments on shares redeemed | (17,996,701 | ) | ||
Proceeds from shares sold | 6,041,346 | |||
|
| |||
Net cash flow received from (used in) financing activities | 5,769,751 | |||
|
| |||
Effect of exchange rate changes on cash | (1,815 | ) | ||
|
| |||
Net Increase (Decrease) in Cash | (5,480,436 | ) | ||
|
| |||
Cash and Foreign Currency/Due to Custodian: | ||||
Beginning of year | 1,488,453 | |||
|
| |||
End of year | (3,991,983 | ) | ||
|
| |||
Supplemental disclosure of cash flow information: | ||||
Reinvestment of distributions | 4,257,423 | |||
|
| |||
Cash paid during the year for interest | 126,932 | |||
|
| |||
Cash paid during the year for commitment fees | 2,513 | |||
|
|
36 | See accompanying Notes to Financial Statements. |
Table of Contents
Highland Long/Short Equity Fund, Class A |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 11.98 | $ | 12.18 | $ | 11.37 | $ | 11.30 | $ | 11.10 | $ | 10.68 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment loss(a) | (0.10 | ) | (0.20 | ) | (0.21 | ) | (0.16 | ) | (0.22 | ) | (0.21 | ) | ||||||||||||
Redemption fees added to paid-in capital(a) | — | — | — | (b) | — | (b) | — | (b) | — | (b) | ||||||||||||||
Net realized and unrealized gain/(loss)(a) | (0.32 | ) | 0.48 | 1.97 | 0.53 | 0.48 | 0.93 | |||||||||||||||||
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|
|
|
|
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| |||||||||||||
Total from investment operations | (0.42 | ) | 0.28 | 1.76 | 0.37 | 0.26 | 0.72 | |||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net realized gains | (0.45 | ) | (0.48 | ) | (0.95 | ) | (0.30 | ) | (0.06 | ) | (0.30 | ) | ||||||||||||
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| |||||||||||||
Total distributions declared to shareholders | (0.45 | ) | (0.48 | ) | (0.95 | ) | (0.30 | ) | (0.06 | ) | (0.30 | ) | ||||||||||||
Net Asset Value, End of Period(i) | $ | 11.11 | $ | 11.98 | $ | 12.18 | $ | 11.37 | $ | 11.30 | $ | 11.10 | ||||||||||||
Total Return(c)(i) | (3.60 | )%(d) | 2.45 | % | 15.60 | % | 3.38 | % | 2.42 | % | 6.62 | % | ||||||||||||
Ratios to Average Net Assets(e)/Supplemental Data: |
| |||||||||||||||||||||||
Net assets, end of period (in 000’s) | $ | 75,596 | $ | 76,813 | $ | 195,612 | $ | 141,351 | $ | 265,712 | $ | 286,581 | ||||||||||||
Gross operating expenses(f)(g) | 3.59 | % | 3.58 | % | 3.75 | % | 3.79 | % | 3.66 | % | 3.64 | % | ||||||||||||
Waiver/reimbursement | (1.25 | )% | (1.25 | )% | (1.25 | )% | (1.25 | )% | (1.25 | )% | (1.25 | )% | ||||||||||||
Net operating expenses(f)(h) | 2.34 | % | 2.33 | % | 2.50 | % | 2.54 | % | 2.41 | % | 2.39 | % | ||||||||||||
Dividends and fees on securities sold short | 0.51 | % | 0.49 | % | 0.56 | % | 0.66 | % | 0.53 | % | 0.41 | % | ||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.83 | % | 1.84 | % | 1.94 | % | 1.88 | % | 1.88 | % | 1.98 | % | ||||||||||||
Net investment loss | (1.64 | )% | (1.63 | )% | (1.69 | )% | (1.40 | )% | (1.99 | )% | (1.89 | )% | ||||||||||||
Portfolio turnover rate | 191 | %(d) | 414 | % | 349 | % | 706 | % | 650 | % | 684 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | All ratios for the period have been annualized, unless otherwise indicated. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Gross operating expenses (excluding interest expense and commitment fees) were 3.58% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 3.51%, 3.75%, 3.79%, 3.66% and 3.64% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(h) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(i) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
See accompanying Notes to Financial Statements. | 37 |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Long/Short Equity Fund, Class C |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 11.32 | $ | 11.62 | $ | 10.95 | $ | 10.96 | $ | 10.83 | $ | 10.48 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment loss(a) | (0.13 | ) | (0.26 | ) | (0.27 | ) | (0.22 | ) | (0.28 | ) | (0.27 | ) | ||||||||||||
Redemption fees added to paid-in capital(a) | — | — | — | (b) | — | (b) | — | (b) | — | (b) | ||||||||||||||
Net realized and unrealized gain/(loss)(a) | (0.30 | ) | 0.44 | 1.89 | 0.51 | 0.47 | 0.92 | |||||||||||||||||
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| |||||||||||||
Total from investment operations | (0.43 | ) | 0.18 | 1.62 | 0.29 | 0.19 | 0.65 | |||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net realized gains | (0.45 | ) | (0.48 | ) | (0.95 | ) | (0.30 | ) | (0.06 | ) | (0.30 | ) | ||||||||||||
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| |||||||||||||
Total distributions declared to shareholders | (0.45 | ) | (0.48 | ) | (0.95 | ) | (0.30 | ) | (0.06 | ) | (0.30 | ) | ||||||||||||
Net Asset Value, End of Period(i) | $ | 10.44 | $ | 11.32 | $ | 11.62 | $ | 10.95 | $ | 10.96 | $ | 10.83 | ||||||||||||
Total Return(c)(i) | (3.90 | )%(d) | 1.69 | % | 14.89 | % | 2.75 | % | 1.83 | % | 6.18 | % | ||||||||||||
Ratios to Average Net Assets(e)/Supplemental Data: |
| |||||||||||||||||||||||
Net assets, end of period (in 000’s) | $ | 63,521 | $ | 55,639 | $ | 55,795 | $ | 45,925 | $ | 57,677 | $ | 79,243 | ||||||||||||
Gross operating expenses(f)(g) | 4.24 | % | 4.28 | % | 4.39 | % | 4.48 | % | 4.31 | % | 4.29 | % | ||||||||||||
Waiver/reimbursement | (1.25 | )% | (1.25 | )% | (1.25 | )% | (1.26 | )% | (1.25 | )% | (1.25 | )% | ||||||||||||
Net operating expenses(f)(h) | 2.99 | % | 3.03 | % | 3.14 | % | 3.22 | % | 3.06 | % | 3.04 | % | ||||||||||||
Dividends and fees on securities sold short | 0.51 | % | 0.54 | % | 0.56 | % | 0.67 | % | 0.53 | % | 0.41 | % | ||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 2.48 | % | 2.49 | % | 2.58 | % | 2.55 | % | 2.53 | % | 2.63 | % | ||||||||||||
Net investment loss | (2.29 | )% | (2.27 | )% | (2.35 | )% | (2.02 | )% | (2.64 | )% | (2.54 | )% | ||||||||||||
Portfolio turnover rate | 191 | %(d) | 414 | % | 349 | % | 706 | % | 650 | % | 684 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | All ratios for the period have been annualized, unless otherwise indicated. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Gross operating expenses (excluding interest expense and commitment fees) were 4.24% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 4.21%, 4.39%, 4.48%, 4.31% and 4.29% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(h) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(i) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
38 | See accompanying Notes to Financial Statements. |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Long/Short Equity Fund, Class Z |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 12.35 | $ | 12.51 | $ | 11.61 | $ | 11.50 | $ | 11.27 | $ | 10.81 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment loss(a) | (0.08 | ) | (0.16 | ) | (0.17 | ) | (0.11 | ) | (0.18 | ) | (0.17 | ) | ||||||||||||
Redemption fees added to paid-in capital(a) | — | — | — | (b) | — | (b) | — | (b) | — | (b) | ||||||||||||||
Net realized and unrealized gain/(loss)(a) | (0.33 | ) | 0.48 | 2.02 | 0.52 | 0.47 | 0.93 | |||||||||||||||||
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Total from investment operations | (0.41 | ) | 0.32 | 1.85 | 0.41 | 0.29 | 0.76 | |||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net realized gains | (0.45 | ) | (0.48 | ) | (0.95 | ) | (0.30 | ) | (0.06 | ) | (0.30 | ) | ||||||||||||
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| |||||||||||||
Total distributions declared to shareholders | (0.45 | ) | (0.48 | ) | (0.95 | ) | (0.30 | ) | (0.06 | ) | (0.30 | ) | ||||||||||||
Net Asset Value, End of Period(i) | $ | 11.49 | $ | 12.35 | $ | 12.51 | $ | 11.61 | $ | 11.50 | $ | 11.27 | ||||||||||||
Total Return(c)(i) | (3.41 | )%(d) | 2.71 | % | 16.07 | % | 3.68 | % | 2.56 | % | 7.02 | % | ||||||||||||
Ratios to Average Net Assets(e)/Supplemental Data: |
| |||||||||||||||||||||||
Net assets, end of period (in 000’s) | $ | 748,934 | $ | 724,250 | $ | 766,646 | $ | 692,705 | $ | 399,689 | $ | 163,490 | ||||||||||||
Gross operating expenses(f)(g) | 3.24 | % | 3.28 | % | 3.39 | % | 3.54 | % | 3.31 | % | 3.29 | % | ||||||||||||
Waiver/reimbursement | (1.25 | )% | (1.25 | )% | (1.25 | )% | (1.26 | )% | (1.25 | )% | (1.25 | )% | ||||||||||||
Net operating expenses(f)(h) | 1.99 | % | 2.03 | % | 2.14 | % | 2.28 | % | 2.06 | % | 2.04 | % | ||||||||||||
Dividends and fees on securities sold short | 0.51 | % | 0.54 | % | 0.56 | % | 0.71 | % | 0.53 | % | 0.41 | % | ||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.48 | % | 1.49 | % | 1.58 | % | 1.57 | % | 1.53 | % | 1.63 | % | ||||||||||||
Net investment loss | (1.29 | )% | (1.27 | )% | (1.34 | )% | (0.96 | )% | (1.64 | )% | (1.54 | )% | ||||||||||||
Portfolio turnover rate | 191 | %(d) | 414 | % | 349 | % | 706 | % | 650 | % | 684 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | All ratios for the period have been annualized, unless otherwise indicated. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Gross operating expenses (excluding interest expense and commitment fees) were 3.23% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 3.21%, 3.39%, 3.54%, 3.31% and 3.29% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(h) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(i) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
See accompanying Notes to Financial Statements. | 39 |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Long/Short Healthcare Fund, Class A |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 16.22 | $ | 15.07 | $ | 11.03 | $ | 10.87 | $ | 13.75 | $ | 11.19 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment loss(a) | (0.14 | ) | (0.32 | ) | (0.27 | ) | (0.26 | ) | (0.28 | ) | (0.15 | ) | ||||||||||||
Redemption fees added to paid-in capital | — | — | — | (a)(b) | — | (a)(b) | 0.01 | (a) | — | (a)(b) | ||||||||||||||
Capital contributions (Note 1) | — | — | — | (0.03 | )(a) | — | — | |||||||||||||||||
Net realized and unrealized gain/(loss)(a) | (2.26 | ) | 2.15 | 4.31 | 0.45 | (1.36 | ) | 3.06 | ||||||||||||||||
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Total from investment operations | (2.40 | ) | 1.83 | 4.04 | 0.16 | (1.63 | ) | 2.91 | ||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net realized gains | (0.58 | ) | (0.68 | ) | — | — | (1.25 | ) | (0.35 | ) | ||||||||||||||
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Total distributions declared to shareholders | (0.58 | ) | (0.68 | ) | — | — | (1.25 | ) | (0.35 | ) | ||||||||||||||
Net Asset Value, End of Period(i) | $ | 13.24 | $ | 16.22 | $ | 15.07 | $ | 11.03 | $ | 10.87 | $ | 13.75 | ||||||||||||
Total Return(c)(i) | (14.83 | )%(d) | 12.71 | % | 36.63 | % | 1.47 | % | (12.37 | )% | 26.63 | % | ||||||||||||
Ratios to Average Net Assets(e)/Supplemental Data: |
| |||||||||||||||||||||||
Net assets, end of period (in 000’s) | $ | 131,975 | $ | 179,486 | $ | 153,358 | $ | 11,652 | $ | 29,861 | $ | 23,767 | ||||||||||||
Gross operating expenses(f)(g) | 2.47 | % | 2.55 | % | 2.55 | % | 3.52 | % | 3.30 | % | 3.14 | % | ||||||||||||
Waiver/reimbursement | — | % | — | — | — | (0.36 | )% | (1.19 | )% | |||||||||||||||
Net operating expenses(f)(h) | 2.47 | % | 2.55 | % | 2.55 | % | 3.52 | % | 2.94 | % | 1.95 | % | ||||||||||||
Dividends and fees on securities sold short | 0.74 | % | 0.77 | % | 0.77 | % | 1.03 | % | 1.09 | % | 0.53 | % | ||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.73 | % | 1.78 | % | 1.78 | % | 2.49 | % | 1.85 | % | 1.42 | % | ||||||||||||
Net investment loss | (1.87 | )% | (2.09 | )% | (1.82 | )% | (2.48 | )% | (2.31 | )% | (1.26 | )% | ||||||||||||
Portfolio turnover rate | 391 | %(d) | 409 | % | 538 | % | 1,035 | % | 1,336 | % | 1,553 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | All ratios for the period have been annualized, unless otherwise indicated. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Gross operating expenses (excluding interest expense and commitment fees) were 2.47% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 2.55%, 2.55%, 3.52%, 3.30% and 3.14% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(h) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(i) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
40 | See accompanying Notes to Financial Statements. |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Long/Short Healthcare Fund, Class C |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 15.48 | $ | 14.50 | $ | 10.68 | $ | 10.59 | $ | 13.54 | $ | 11.04 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment loss(a) | (0.18 | ) | (0.42 | ) | (0.35 | ) | (0.31 | ) | (0.34 | ) | (0.23 | ) | ||||||||||||
Redemption fees added to paid-in capital | — | — | — | (a)(b) | — | (a)(b) | 0.01 | (a) | — | (a)(b) | ||||||||||||||
Capital contributions (Note 1) | — | — | — | (0.03 | )(a) | — | — | |||||||||||||||||
Net realized and unrealized gain/(loss)(a) | (2.15 | ) | 2.08 | 4.17 | 0.43 | (1.37 | ) | 3.08 | ||||||||||||||||
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Total from investment operations | (2.33 | ) | 1.66 | 3.82 | 0.09 | (1.70 | ) | 2.85 | ||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net realized gains | (0.58 | ) | (0.68 | ) | — | — | (1.25 | ) | (0.35 | ) | ||||||||||||||
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| |||||||||||||
Total distributions declared to shareholders | (0.58 | ) | (0.68 | ) | — | — | (1.25 | ) | (0.35 | ) | ||||||||||||||
Net Asset Value, End of Period(i) | $ | 12.57 | $ | 15.48 | $ | 14.50 | $ | 10.68 | $ | 10.59 | $ | 13.54 | ||||||||||||
Total Return(c)(i) | (15.09 | )%(d) | 12.02 | % | 35.77 | % | 0.85 | % | (13.04 | )% | 26.35 | % | ||||||||||||
Ratios to Average Net Assets(e)/Supplemental Data: |
| |||||||||||||||||||||||
Net assets, end of period (in 000’s) | $ | 85,614 | $ | 83,971 | $ | 47,964 | $ | 5,460 | $ | 9,181 | $ | 6,075 | ||||||||||||
Gross operating expenses(f)(g) | 3.12 | % | 3.29 | % | 3.25 | % | 4.20 | % | 3.95 | % | 3.79 | % | ||||||||||||
Waiver/reimbursement | — | — | — | — | (0.36 | )% | (1.19 | )% | ||||||||||||||||
Net operating expenses(f)(h) | 3.12 | % | 3.29 | % | 3.25 | % | 4.20 | % | 3.59 | % | 2.60 | % | ||||||||||||
Dividends and fees on securities sold short | 0.74 | % | 0.84 | % | 0.79 | % | 1.07 | % | 1.09 | % | 0.53 | % | ||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 2.38 | % | 2.45 | % | 2.46 | % | 3.13 | % | 2.50 | % | 2.07 | % | ||||||||||||
Net investment loss | (2.52 | )% | (2.81 | )% | (2.51 | )% | (3.05 | )% | (2.96 | )% | (1.91 | )% | ||||||||||||
Portfolio turnover rate | 391 | %(d) | 409 | % | 538 | % | 1,035 | % | 1,336 | % | 1,553 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | All ratios for the period have been annualized, unless otherwise indicated. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Gross operating expenses (excluding interest expense and commitment fees) were 3.12% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 3.28%, 3.25%, 4.20%, 3.95% and 3.79% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(h) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(i) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
See accompanying Notes to Financial Statements. | 41 |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Long/Short Healthcare Fund, Class Z |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 16.66 | $ | 15.40 | $ | 11.23 | $ | 11.03 | $ | 13.88 | $ | 11.26 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment loss(a) | (0.12 | ) | (0.30 | ) | (0.22 | ) | (0.21 | ) | (0.24 | ) | (0.11 | ) | ||||||||||||
Redemption fees added to paid-in capital | — | — | — | (a)(b) | — | (a)(b) | 0.01 | (a) | — | (a)(b) | ||||||||||||||
Capital contributions (Note 1) | — | — | — | (0.03 | )(a) | — | — | |||||||||||||||||
Net realized and unrealized gain/(loss)(a) | (2.32 | ) | 2.24 | 4.39 | 0.44 | (1.37 | ) | 3.08 | ||||||||||||||||
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Total from investment operations | (2.44 | ) | 1.94 | 4.17 | 0.20 | (1.60 | ) | 2.97 | ||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net realized gains | (0.58 | ) | (0.68 | ) | — | — | (1.25 | ) | (0.35 | ) | ||||||||||||||
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Total distributions declared to shareholders | (0.58 | ) | (0.68 | ) | — | — | (1.25 | ) | (0.35 | ) | ||||||||||||||
Net Asset Value, End of Period(i) | $ | 13.64 | $ | 16.66 | $ | 15.40 | $ | 11.23 | $ | 11.03 | $ | 13.88 | ||||||||||||
Total Return(c)(i) | (14.68 | )%(d) | 13.16 | % | 37.13 | % | 1.81 | % | (11.95 | )% | 26.79 | % | ||||||||||||
Ratios to Average Net Assets(e)/Supplemental Data: |
| |||||||||||||||||||||||
Net assets, end of period (in 000’s) | $ | 382,279 | $ | 454,021 | $ | 112,879 | $ | 13,801 | $ | 14,210 | $ | 13,705 | ||||||||||||
Gross operating expenses(f)(g) | 2.12 | % | 2.41 | % | 2.26 | % | 3.24 | % | 2.95 | % | 2.79 | % | ||||||||||||
Waiver/reimbursement | — | — | — | — | (j) | (0.36 | )% | (1.19 | )% | |||||||||||||||
Net operating expenses(f)(h) | 2.12 | % | 2.41 | % | 2.26 | % | 3.24 | % | 2.59 | % | 1.60 | % | ||||||||||||
Dividends and fees on securities sold short | 0.74 | % | 0.96 | % | 0.80 | % | 1.13 | % | 1.09 | % | 0.53 | % | ||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.38 | % | 1.45 | % | 1.46 | % | 2.11 | % | 1.50 | % | 1.07 | % | ||||||||||||
Net investment loss | (1.52 | )% | (1.90 | )% | (1.51 | )% | (1.95 | )% | (1.96 | )% | (0.91 | )% | ||||||||||||
Portfolio turnover rate | 391 | %(d) | 409 | % | 538 | % | 1,035 | % | 1,336 | % | 1,553 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | All ratios for the period have been annualized, unless otherwise indicated. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Gross operating expenses (excluding interest expense and commitment fees) were 2.12% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 2.40%, 2.26%, 3.24%, 2.95% and 2.79% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(h) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(i) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
(j) | Represents less than 0.005%. |
42 | See accompanying Notes to Financial Statements. |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Floating Rate Opportunities Fund, Class A |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 7.83 | $ | 8.20 | $ | 7.74 | $ | 6.85 | $ | 6.96 | $ | 6.55 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment income(a) | 0.19 | 0.33 | 0.33 | 0.30 | 0.26 | 0.27 | ||||||||||||||||||
Redemption fees added to paid-in capital(a) | — | — | — | (b) | — | (b) | — | (b) | — | |||||||||||||||
Net realized and unrealized gain/(loss)(a) | (0.96 | ) | (0.36 | ) | 0.46 | 0.98 | (0.07 | ) | 0.46 | |||||||||||||||
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Total from investment operations | (0.77 | ) | (0.03 | ) | 0.79 | 1.28 | 0.19 | 0.73 | ||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net investment income | (0.19 | ) | (0.34 | ) | (0.32 | ) | (0.30 | )(c) | (0.30 | ) | (0.32 | ) | ||||||||||||
From return of capital | — | — | (0.01 | ) | (0.09 | )(c) | — | — | ||||||||||||||||
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Total distributions declared to shareholders | (0.19 | ) | (0.34 | ) | (0.33 | ) | (0.39 | ) | (0.30 | ) | (0.32 | ) | ||||||||||||
Net Asset Value, End of Period(j) | $ | 6.87 | $ | 7.83 | $ | 8.20 | $ | 7.74 | $ | 6.85 | $ | 6.96 | ||||||||||||
Total Return(d)(j) | (9.99 | )%(e) | (0.36 | )% | 10.43 | % | 19.16 | % | 2.52 | % | 11.73 | % | ||||||||||||
Ratios to Average Net Assets(f)/Supplemental Data: |
| |||||||||||||||||||||||
Net assets, end of period (in 000’s) | $ | 170,270 | $ | 201,433 | $ | 342,776 | $ | 249,450 | $ | 203,684 | $ | 264,385 | ||||||||||||
Gross operating expenses(h) | 1.76 | %(g) | 1.37 | %(g) | 1.60 | %(g) | 1.79 | % | 2.53 | % | 2.65 | % | ||||||||||||
Waiver/reimbursement | (0.28 | )% | 0.01 | % | (0.26 | )% | (0.21 | )% | — | — | ||||||||||||||
Net operating expenses(i) | 1.48 | %(g) | 1.38 | %(g) | 1.34 | %(g) | 1.58 | % | 2.53 | % | 2.65 | % | ||||||||||||
Dividends and fees on securities sold short | 0.02 | % | 0.05 | % | 0.04 | % | — | — | — | |||||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.46 | % | 1.33 | % | 1.30 | % | 1.58 | % | 2.53 | % | 2.65 | % | ||||||||||||
Net investment income | 5.02 | % | 4.12 | % | 4.15 | % | 4.06 | % | 3.91 | % | 3.97 | % | ||||||||||||
Portfolio turnover rate | 13 | %(e) | 55 | % | 69 | % | 71 | % | 50 | % | 104 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Changed from previously reported amounts of $(0.32) and $(0.07), respectively. See Note 5. |
(d) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(e) | Not annualized. |
(f) | All ratios for the period have been annualized, unless otherwise indicated. |
(g) | Includes dividends and fees on securities sold short. |
(h) | Gross operating expenses (excluding interest expense and commitment fees) were 1.60% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 1.33%, 1.52%, 1.65%, 2.11% and 2.18% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(i) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(j) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
See accompanying Notes to Financial Statements. | 43 |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Floating Rate Opportunities Fund, Class C |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 7.83 | $ | 8.20 | $ | 7.74 | $ | 6.85 | $ | 6.96 | $ | 6.55 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment income(a) | 0.17 | 0.29 | 0.30 | 0.26 | 0.23 | 0.24 | ||||||||||||||||||
Redemption fees added to paid-in capital(a) | — | — | — | (b) | — | (b) | — | (b) | — | |||||||||||||||
Net realized and unrealized gain/(loss)(a) | (0.96 | ) | (0.36 | ) | 0.45 | 0.98 | (0.07 | ) | 0.45 | |||||||||||||||
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Total from investment operations | (0.79 | ) | (0.07 | ) | 0.75 | 1.24 | 0.16 | 0.69 | ||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net investment income | (0.17 | ) | (0.30 | ) | (0.28 | ) | (0.26 | )(c) | (0.27 | ) | (0.28 | ) | ||||||||||||
From return of capital | — | — | (0.01 | ) | (0.09 | )(c) | — | — | ||||||||||||||||
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Total distributions declared to shareholders | (0.17 | ) | (0.30 | ) | (0.29 | ) | (0.35 | ) | (0.27 | ) | (0.28 | ) | ||||||||||||
Net Asset Value, End of Period(j) | $ | 6.87 | $ | 7.83 | $ | 8.20 | $ | 7.74 | $ | 6.85 | $ | 6.96 | ||||||||||||
Total Return(d)(j) | (10.22 | )%(e) | (0.87 | )% | 9.90 | % | 18.58 | % | 2.01 | % | 11.16 | % | ||||||||||||
Ratios to Average Net Assets(f)/Supplemental Data: |
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Net assets, end of period (in 000’s) | $ | 245,153 | $ | 308,710 | $ | 380,974 | $ | 326,476 | $ | 320,178 | $ | 437,220 | ||||||||||||
Gross operating expenses(h) | 2.26 | %(g) | 1.87 | %(g) | 2.10 | %(g) | 2.30 | % | 3.03 | % | 3.15 | % | ||||||||||||
Waiver/reimbursement | (0.28 | )% | 0.01 | % | (0.26 | )% | (0.22 | )% | — | — | ||||||||||||||
Net operating expenses(i) | 1.98 | %(g) | 1.89 | %(g) | 1.84 | %(g) | 2.08 | % | 3.03 | % | 3.15 | % | ||||||||||||
Dividends and fees on securities sold short | 0.02 | % | 0.05 | % | 0.04 | % | — | — | — | |||||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.96 | % | 1.84 | % | 1.80 | % | 2.08 | % | 3.03 | % | 3.15 | % | ||||||||||||
Net investment income | 4.52 | % | 3.71 | % | 3.72 | % | 3.56 | % | 3.41 | % | 3.47 | % | ||||||||||||
Portfolio turnover rate | 13 | %(e) | 55 | % | 69 | % | 71 | % | 50 | % | 104 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Changed from previously reported amounts of $(0.28) and $(0.07), respectively. See Note 5. |
(d) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(e) | Not annualized. |
(f) | All ratios for the period have been annualized, unless otherwise indicated. |
(g) | Includes dividends and fees on securities sold short. |
(h) | Gross operating expenses (excluding interest expense and commitment fees) were 2.10% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 1.84%, 2.02%, 2.16%, 2.61% and 2.68% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(i) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(j) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
44 | See accompanying Notes to Financial Statements. |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Floating Rate Opportunities Fund, Class Z |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Years Ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 7.83 | $ | 8.19 | $ | 7.74 | $ | 6.84 | $ | 6.96 | $ | 6.55 | ||||||||||||
Income from Investment Operations: | ||||||||||||||||||||||||
Net investment income(a) | 0.20 | 0.36 | 0.36 | 0.29 | 0.29 | 0.29 | ||||||||||||||||||
Redemption fees added to paid-in capital(a) | — | — | — | (b) | — | (b) | — | (b) | — | |||||||||||||||
Net realized and unrealized gain/(loss)(a) | (0.96 | ) | (0.36 | ) | 0.45 | 1.03 | (0.08 | ) | 0.46 | |||||||||||||||
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Total from investment operations | (0.76 | ) | — | (b) | 0.81 | 1.32 | 0.21 | 0.75 | ||||||||||||||||
Less Distributions Declared to Shareholders: | ||||||||||||||||||||||||
From net investment income | (0.20 | ) | (0.36 | ) | (0.35 | ) | (0.33 | )(c) | (0.33 | ) | (0.34 | ) | ||||||||||||
From return of capital | — | — | (0.01 | ) | (0.09 | )(c) | — | — | ||||||||||||||||
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Total distributions declared to shareholders | (0.20 | ) | (0.36 | ) | (0.36 | ) | (0.42 | ) | (0.33 | ) | (0.34 | ) | ||||||||||||
Net Asset Value, End of Period(j) | $ | 6.87 | $ | 7.83 | $ | 8.19 | $ | 7.74 | $ | 6.84 | $ | 6.96 | ||||||||||||
Total Return(d)(j) | (9.83 | )%(e) | 0.11 | % | 10.68 | % | 19.77 | % | 2.73 | % | 12.11 | % | ||||||||||||
Ratios to Average Net Assets(f)/Supplemental Data: |
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Net assets, end of period (in 000’s) | $ | 175,712 | $ | 283,673 | $ | 340,089 | $ | 170,170 | $ | 22,568 | $ | 35,668 | ||||||||||||
Gross operating expenses(h) | 1.41 | %(g) | 1.03 | %(g) | 1.25 | %(g) | 1.31 | % | 2.18 | % | 2.30 | % | ||||||||||||
Waiver/reimbursement | (0.28 | )% | 0.01 | % | (0.26 | )% | (0.27 | )% | — | — | ||||||||||||||
Net operating expenses(i) | 1.13 | %(g) | 1.04 | %(g) | 0.99 | %(g) | 1.04 | % | 2.18 | % | 2.30 | % | ||||||||||||
Dividends and fees on securities sold short | 0.02 | % | 0.05 | % | 0.04 | % | — | — | — | |||||||||||||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.11 | % | 0.99 | % | 0.95 | % | 1.04 | % | 2.18 | % | 2.30 | % | ||||||||||||
Net investment income | 5.37 | % | 4.55 | % | 4.49 | % | 3.88 | % | 4.26 | % | 4.32 | % | ||||||||||||
Portfolio turnover rate | 13 | %(e) | 55 | % | 69 | % | 71 | % | 50 | % | 104 | % |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | Represents less than $0.005 per share. |
(c) | Changed from previously reported amounts of $(0.34) and $(0.08), respectively. See Note 5. |
(d) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(e) | Not annualized. |
(f) | All ratios for the period have been annualized, unless otherwise indicated. |
(g) | Includes dividends and fees on securities sold short. |
(h) | Gross operating expenses (excluding interest expense and commitment fees) were 1.25% for the period ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 0.99%, 1.17%, 1.21%, 1.76% and 1.83% for the years ended June 30, 2015, 2014, 2013, 2012 and 2011, respectively. |
(i) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(j) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
See accompanying Notes to Financial Statements. | 45 |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Opportunistic Credit Fund, Class A |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Year Ended 06/30/15* | |||||||
Net Asset Value, Beginning of Period | $ | 5.30 | $ | 6.22 | ||||
Income from Investment Operations: | ||||||||
Net investment loss(a) | 0.24 | 0.24 | ||||||
Net realized and unrealized gain/(loss)(a) | (1.56 | ) | (0.93 | ) | ||||
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Total from investment operations | (1.32 | ) | (0.69 | ) | ||||
Less Distributions Declared to Shareholders: | ||||||||
From net realized gains | (0.24 | ) | (0.23 | ) | ||||
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Total distributions declared to shareholders | (0.24 | ) | (0.23 | ) | ||||
Net Asset Value, End of Period(b) | $ | 3.74 | $ | 5.30 | ||||
Total Return(b)(c) | (24.96 | )%(d) | (11.14 | )% | ||||
Ratios to Average Net Assets(e)/Supplemental Data: | ||||||||
Net assets, end of period (in 000’s) | $ | 4,783 | $ | 7,730 | ||||
Gross operating expenses(f) | 2.11 | % | 2.30 | % | ||||
Waiver/reimbursement | (0.57 | )% | (1.03 | )% | ||||
Net operating expenses(g) | 1.54 | % | 1.27 | % | ||||
Net investment income | 10.44 | % | 4.43 | % | ||||
Portfolio turnover rate | 36 | %(d) | 41 | % |
* | Effective July 1, 2014, the Highland Opportunistic Credit Fund changed its fiscal year end from December 31 to June 30. Class A shares commenced operations on July 1, 2014. |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | All ratios for the period have been annualized, unless otherwise indicated. |
(f) | Gross operating expenses (excluding interest expense and commitment fees) were 1.84% for the period ended December 31, 2015. |
(g) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
46 | See accompanying Notes to Financial Statements. |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Opportunistic Credit Fund, Class C |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Year Ended 06/30/15* | |||||||
Net Asset Value, Beginning of Period | $ | 5.30 | $ | 6.22 | ||||
Income from Investment Operations: | ||||||||
Net investment loss(a) | 0.22 | 0.21 | ||||||
Net realized and unrealized gain/(loss)(a) | (1.66 | ) | (0.93 | ) | ||||
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Total from investment operations | (1.44 | ) | (0.72 | ) | ||||
Less Distributions Declared to Shareholders: | ||||||||
From net realized gains | (0.23 | ) | (0.20 | ) | ||||
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Total distributions declared to shareholders | (0.23 | ) | (0.20 | ) | ||||
Net Asset Value, End of Period(b) | $ | 3.63 | $ | 5.30 | ||||
Total Return(b)(c) | (27.77 | )%(d) | (11.61 | )% | ||||
Ratios to Average Net Assets(e)/Supplemental Data: | ||||||||
Net assets, end of period (in 000’s) | $ | 178 | $ | 160 | ||||
Gross operating expenses(f) | 2.61 | % | 2.80 | % | ||||
Waiver/reimbursement | (0.57 | )% | (1.03 | )% | ||||
Net operating expenses(g) | 2.04 | % | 1.77 | % | ||||
Net investment income | 9.94 | % | 3.88 | % | ||||
Portfolio turnover rate | 36 | %(d) | 41 | % |
* | Effective July 1, 2014, the Highland Opportunistic Credit Fund changed its fiscal year end from December 31 to June 30. Class C shares commenced operations on July 1, 2014. |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | All ratios for the period have been annualized, unless otherwise indicated. |
(f) | Gross operating expenses (excluding interest expense and commitment fees) were 2.34% for the period ended December 31, 2015. |
(g) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
See accompanying Notes to Financial Statements. | 47 |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland Opportunistic Credit Fund, Class Z |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/2015 (unaudited) | For the Year Ended 06/30/2015* | For the Six Months Ended 06/30/2014** | For the Years Ended December 31, | |||||||||||||||||||||||||
2013** | 2012** | 2011** | 2010** | |||||||||||||||||||||||||
Net Asset Value, Beginning of Period | $ | 5.30 | $ | 6.21 | $ | 6.04 | $ | 4.49 | $ | 3.36 | $ | 3.60 | $ | 6.98 | ||||||||||||||
Income from Investment Operations: |
| |||||||||||||||||||||||||||
Net investment income/(loss) | 0.25 | 0.26 | (a) | (0.05 | ) | 0.05 | (0.04 | )(a) | (0.01 | ) | 0.06 | (a) | ||||||||||||||||
Net realized and unrealized gain/(loss) | (1.71 | ) | (0.92 | ) | 0.22 | 1.50 | 1.17 | (0.23 | ) | 0.46 | ||||||||||||||||||
Distributions from net investment income to preferred shareholders, including declared distributions | — | — | — | — | — | — | (0.03 | ) | ||||||||||||||||||||
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Total from investment operations shareholders | (1.46 | ) | (0.66 | ) | 0.17 | 1.55 | 1.13 | (0.24 | ) | 0.49 | ||||||||||||||||||
Less Distributions Declared to Common Shareholders: |
| |||||||||||||||||||||||||||
From net investment income | (0.25 | ) | (0.25 | ) | — | — | — | — | (0.05 | ) | ||||||||||||||||||
From return of capital | — | — | — | — | — | — | (3.82 | ) | ||||||||||||||||||||
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Total distributions declared to common shareholders | (0.25 | ) | (0.25 | ) | — | — | — | — | (3.87 | ) | ||||||||||||||||||
Net Asset Value, End of Period(b) | $ | 3.59 | $ | 5.30 | $ | 6.21 | $ | 6.04 | $ | 4.49 | $ | 3.36 | $ | 3.60 | ||||||||||||||
Total Return(b)(c) | (27.44 | )%(d) | (10.63 | )% | 2.81 | %(d) | 34.52 | % | 33.23 | % | (6.39 | )% | 12.88 | % | ||||||||||||||
Ratios based on average net assets of common shares: |
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Ratios and Supplemental Data: |
| |||||||||||||||||||||||||||
Net assets, end of period (in 000’s) | $ | 46,670 | $ | 78,893 | $ | 2,721 | $ | 816 | $ | 605 | $ | 2,757 | $ | 2,951 | ||||||||||||||
Gross expenses(e) | 1.76 | %(f) | 1.95 | % | 4.23 | % | 8.52 | % | 6.86 | % | 5.77 | % | 3.94 | % | ||||||||||||||
Waiver/Reimbursement | (0.57 | )%(f) | (1.04 | )% | — | — | — | — | — | |||||||||||||||||||
Net operating expenses(g) | 1.19 | %(f) | 0.91 | % | 4.23 | % | 8.52 | % | 6.86 | % | 5.77 | % | 3.94 | % | ||||||||||||||
Net investment income/(loss) | 10.79 | %(f) | 4.80 | % | (1.53 | )% | 0.93 | % | (1.55 | )% | (0.27 | )% | 1.46 | %(h) | ||||||||||||||
Common and Preferred Share Information at End of Period: |
| |||||||||||||||||||||||||||
Ratios based on net assets of common and preferred shares: |
| |||||||||||||||||||||||||||
Gross expenses(e) | 1.76 | %(f) | 1.95 | % | 4.23 | % | 8.52 | % | 6.86 | % | 5.77 | % | 3.88 | % | ||||||||||||||
Waiver/Reimbursement | (0.57 | )%(f) | (1.04 | )% | — | — | — | — | — | |||||||||||||||||||
Net operating expenses(g) | 1.19 | %(f) | 0.91 | % | 4.23 | % | 8.52 | % | 6.86 | % | 5.77 | % | 3.88 | % | ||||||||||||||
Net investment income/(loss) | 10.79 | %(f) | 4.81 | % | (1.53 | )% | 0.93 | % | (1.55 | )% | (0.27 | )% | 1.33 | % | ||||||||||||||
Portfolio turnover rate | 36 | % | 41 | % | — | — | — | 8 | % | 3 | %(i) | |||||||||||||||||
Preferred Share Information at End of Period |
| |||||||||||||||||||||||||||
Aggregate amount outstanding, end of period (000’s) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Asset coverage per share(j) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
* | Effective July 1, 2014, the Highland Opportunistic Credit Fund changed its fiscal year end from December 31 to June 30. |
** | Historical data shown is that of the Highland Special Situations Fund, which reorganized into the Highland Opportunistic Credit Fund on July 1, 2014 (See Note 13). |
(a) | Per share data was calculated using average shares outstanding during the period. |
(b) | The Net Asset Value per share and total return have been calculated based on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at period end. |
(c) | Total return is at net asset value assuming all distributions are reinvested and no initial sales charge or CDSC. For periods with waivers/reimbursements, had the Fund’s investment adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Not annualized. |
(e) | Gross operating expenses (excluding interest expense and commitment fees) were 1.49% for the period ended December 31, 2015. |
(f) | Annualized. |
(g) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(h) | Net investment income ratio does not reflect payment to preferred shareholders. The ratio reflecting such payment was 1.34% for the years ended December 31, 2010. |
(i) | Portfolio turnover rate excludes securities delivered from processing the redemption-in-kind. |
(j) | Asset coverage per share equals net assets of common shares plus the redemption value of the preferred shares divided by the total number of preferred shares outstanding at the end of the period. During the year ended December 31, 2010 all the preferred shares were redeemed. |
48 | See accompanying Notes to Financial Statements. |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited)
December 31, 2015 | Highland Funds I |
Note 1. Organization
Highland Funds I (the “Trust”) was organized as a Delaware statutory trust on February 28, 2006. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company with eight separate portfolios, each of which is non-diversified: Highland Long/Short Equity Fund (the “Long/Short Equity Fund”), Highland Long/Short Healthcare Fund (the “Long/Short Healthcare Fund”), Highland Floating Rate Opportunities Fund (the “Floating Rate Opportunities Fund”) and Highland Opportunistic Credit Fund (the “Opportunistic Credit Fund”) (each a “Fund” and, collectively, the “Funds”). The Highland/iBoxx Senior Loan ETF, Highland HFR Global ETF, Highland HFR Event-Driven ETF and Highland HFR Equity Hedge ETF are reported separately.
Fund Shares
Each Fund is authorized to issue an unlimited number of transferable shares of beneficial interest with a par value of $0.001 per share (each a “Share” and, collectively, the “Shares”). The Funds currently offer Class A, Class C and Class Z Shares. Class A Shares are sold with a front-end sales charge. Class A and Class C Shares may be subject to a contingent deferred sales charge. Class Z Shares are sold only to certain eligible investors. Certain share classes have their own sales charge and bear class specific expenses, which include distribution fees and service fees.
Note 2. Significant Accounting Policies
The following summarizes the significant accounting policies consistently followed by the Funds in the preparation of their financial statements.
Use of Estimates
The Funds are investment companies that follow the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies. The Funds’ financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Determination of Class Net Asset Values
Each Fund’s income, expenses (other than distribution fees and shareholder service fees) and realized and unrealized
gains and losses are allocated proportionally each day among each Fund’s respective share classes based upon the relative net assets of each class share. Expenses other than those incurred by each specific Fund are allocated pro rata among the Funds and share classes. Certain class specific expenses (such as distribution and shareholder service fees) are allocated to the class that incurs such expense.
Valuation of Investments
In computing the Funds’ net assets attributable to shares, securities with readily available market quotations on the New York Stock Exchange (NYSE), NASDAQ or other nationally recognized exchange, use the closing quotations on the respective exchange for valuation of those securities. Securities for which there are no readily available market quotations will be valued pursuant to policies adopted by the Funds’ 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 Funds’ loan and bond positions are not traded on exchanges and consequently are valued based on a mean of the bid and ask price from the third-party pricing services or broker-dealer sources that the Investment Adviser has determined to generally have the capability to provide appropriate pricing and have been approved by the Board.
Securities for which market quotations are not readily available, for which the Funds have determined the price received from a pricing service or broker-dealer is “stale” or otherwise does not represent fair value (such as when events materially affecting the value of securities occur between the time when market price is determined and calculation of the Funds’ net asset value (“NAV”)), will be valued by the Funds at fair value, as determined by the Board or its designee in good faith in accordance with procedures approved by the Board, taking into account factors reasonably determined to be relevant, including, among other things,: (i) the fundamental analytical data relating to the investment; (ii) the nature and duration of restrictions on disposition of the securities; and (iii) an evaluation of the forces that influence the market in which these securities are purchased and sold. In these cases, the Funds’ NAV will reflect the affected portfolio securities’ fair value as determined in the judgment of the Board or its designee instead of being determined by the market. Using a fair value pricing methodology to value securities may
Semi-Annual Report | 49 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
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 Funds’ 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 Funds. The NAV shown in the Funds’ financial statements may vary from the NAV published by each 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 and/or because of information relating to the value of each Fund’s portfolio securities as of each Fund’s period end that became available prior to the completion of this semi-annual report that was not available at the time each Fund’s NAV as of its period end was published.
Fair Value Measurements
The Funds have performed an analysis of all existing investments and derivative instruments to determine the significance and character of all inputs to their fair value determination. The levels of fair value inputs used to measure the Funds’ investments are characterized into a fair value hierarchy. Where inputs for an asset or liability fall into more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that investment’s valuation.
The three levels of the fair value hierarchy are described below:
Level 1 — | Quoted unadjusted prices for identical instruments in active markets to which the Fund has access at the date of measurement; |
Level 2 — | Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active, but are valued based on executed trades; broker quotations that constitute an executable price; and alternative pricing sources supported by observable inputs are classified within Level 2. Level 2 inputs are either directly or indirectly observable for the asset in connection with market data at the measurement date; and |
Level 3 — | Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. In certain cases, investments classified within Level 3 may include securities for which the Fund has obtained indicative quotes from broker-dealers that do not |
necessarily represent prices the broker may be willing to trade on, as such quotes can be subject to material management judgment. Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information. |
The Investment Adviser has established policies and procedures, as described above and approved by the Board, to ensure that valuation methodologies for investments and financial instruments that are categorized within all levels of the fair value hierarchy are fair and consistent. A Pricing Committee has been established to provide oversight of the valuation policies, processes and procedures and is comprised of personnel from the Investment Adviser. The Pricing Committee meets monthly to review the proposed valuations for investments and financial instruments and is responsible for evaluating the overall fairness and consistent application of established policies.
As of December 31, 2015, the Funds’ investments consisted of senior loans, collateralized loan obligations, corporate bonds and notes, sovereign bonds, claims, common stocks, preferred stocks, exchange-traded funds, other registered investment companies, cash equivalents, master limited partnerships, rights, warrants, securities sold short and options. The fair value of the Funds’ loans, bonds and collateralized loan obligations are generally based on quotes received from brokers or independent pricing services. Loans, bonds and asset-backed securities with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets. Loans, bonds and collateralized loan obligations 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 Funds’ common stocks, preferred stocks, exchange-traded funds, other registered investment companies, master limited partnerships, rights, warrants and options that are not actively traded on national exchanges are generally priced using quotes derived from implied values, indicative bids, or a limited amount of actual trades and are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily observable. Exchange-traded options are valued based on the last trade price on the primary exchange on which they trade. If an option does not trade, the mid-price is utilized to value the option.
At the end of each calendar quarter, management evaluates the Level 2 and 3 assets and liabilities for changes in
50 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
liquidity, including but not limited to: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the Level 1 and 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available
market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds 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 each Fund’s assets as of December 31, 2015 is as follows:
Total value at December 31, 2015 | Level 1 Quoted Price | Level 2 Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Long/Short Equity Fund | ||||||||||||||||
Assets | ||||||||||||||||
Common Stocks(1) | $ | 722,377,109 | $ | 722,377,109 | $ | — | $ | — | ||||||||
Purchased Call Options | 244,725 | 244,725 | — | — | ||||||||||||
Purchased Put Options | 328,427 | 328,427 | — | — | ||||||||||||
Registered Investment Companies | 33,116,569 | 33,116,569 | — | — | ||||||||||||
Cash Equivalents | 153,944,508 | — | 153,944,508 | — | ||||||||||||
Other Financial Instruments | ||||||||||||||||
Swap Contracts | 1,103,362 | — | 1,103,362 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Assets | 911,114,700 | 756,066,830 | 155,047,870 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Liabilities | ||||||||||||||||
Securities Sold Short(1) | (216,794,574 | ) | (216,794,574 | ) | — | — | ||||||||||
Other Financial Instruments | ||||||||||||||||
Equity Contracts | (61,000 | ) | (61,000 | ) | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Liabilities | (216,855,574 | ) | (216,855,574 | ) | — | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 694,259,126 | $ | 539,211,256 | $ | 155,047,870 | $ | — | ||||||||
|
|
|
|
|
|
|
|
(1) | See Investment Portfolio detail for industry breakout. |
Semi-Annual Report | 51 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Total value at December 31, 2015 | Level 1 Quoted Price | Level 2 Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Long/Short Healthcare Fund | ||||||||||||||||
Assets | ||||||||||||||||
U.S. Senior Loans(1) | $ | 2,121,912 | $ | — | $ | 2,121,912 | $ | — | ||||||||
Corporate Bonds & Notes(1) | 7,906,250 | — | 7,906,250 | — | ||||||||||||
Foreign Corporate Bonds & Notes(1) | 8,055,000 | — | 8,055,000 | — | ||||||||||||
Common Stocks | ||||||||||||||||
Consumer Discretionary | 1,938,490 | 1,938,490 | — | — | ||||||||||||
Healthcare | ||||||||||||||||
Biotechnology | 141,730,622 | 141,730,622 | — | — | ||||||||||||
Healthcare Distributors | 7,889,200 | 7,889,200 | — | — | ||||||||||||
Healthcare Equipment | 83,698,595 | 83,698,595 | — | — | ||||||||||||
Healthcare Facilities | 53,038,790 | 53,038,790 | — | — | ||||||||||||
Healthcare Services | 3,371,392 | 3,132,430 | — | 238,962 | ||||||||||||
Healthcare Supplies | 20,108,225 | 20,108,225 | — | — | ||||||||||||
Healthcare Technology | 10,551,668 | 10,551,668 | — | — | ||||||||||||
Life Sciences Tools & Services | 12,892,272 | 12,892,272 | — | — | ||||||||||||
Managed Healthcare | 37,897,741 | 37,897,741 | — | — | ||||||||||||
Pharmaceuticals | 190,134,712 | 183,407,212 | — | 6,727,500 | ||||||||||||
Master Limited Partnerships(1) | 69,852 | — | — | 69,852 | ||||||||||||
Rights(1) | ||||||||||||||||
Equity Contracts | 70,712 | 70,712 | — | — | ||||||||||||
Warrants(1)(2) | — | — | ||||||||||||||
Equity Contracts | 6,767,851 | — | 6,767,851 | |||||||||||||
Purchased Call Options(1) | 8,537,400 | 8,537,400 | — | — | ||||||||||||
Purchased Put Options(1) | 2,223,178 | 2,223,178 | — | — | ||||||||||||
Registered Investment Companies | 36,667,006 | 36,667,006 | — | — | ||||||||||||
Cash Equivalents | 6,923,883 | — | 6,923,883 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Assets | 642,594,751 | 603,783,541 | 31,774,896 | 7,036,314 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Liabilities | ||||||||||||||||
Securities Sold Short(1) | (300,330,250 | ) | (300,330,250 | ) | — | — | ||||||||||
Other Financial Instruments | ||||||||||||||||
Written Options Contracts | (2,863,650 | ) | (2,863,650 | ) | — | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Liabilities | (303,193,900 | ) | (303,193,900 | ) | — | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 339,400,851 | $ | 300,589,641 | $ | 31,774,896 | $ | 7,036,314 | ||||||||
|
|
|
|
|
|
|
|
(1) | See Investment Portfolio detail for industry breakout. |
(2) | This category includes securities with a value of zero. |
52 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Total value at December 31, 2015 | Level 1 Quoted Price | Level 2 Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Floating Rate Opportunities Fund | ||||||||||||||||
Assets | ||||||||||||||||
U.S. Senior Loans | ||||||||||||||||
Chemicals | $ | 17,490,640 | $ | — | $ | 17,490,640 | $ | — | ||||||||
Consumer Products | 8,333,181 | — | 8,333,181 | — | ||||||||||||
Energy | 13,298,840 | — | 13,298,840 | — | ||||||||||||
Financials | 10,436,723 | — | 6,902,899 | 3,533,824 | ||||||||||||
Food & Drug | 667,290 | — | 667,290 | — | ||||||||||||
Forest Products & Containers | 11,652,412 | — | 11,652,412 | — | ||||||||||||
Gaming & Leisure(2) | 21,967,594 | — | 14,777,098 | 7,190,496 | ||||||||||||
Healthcare | 45,210,953 | — | 20,418,132 | 24,792,821 | ||||||||||||
Housing | 12,393,592 | — | 5,226,954 | 7,166,638 | ||||||||||||
Information Technology | 34,410,586 | — | 34,410,586 | — | ||||||||||||
Manufacturing | 10,637,860 | — | 8,029,032 | 2,608,828 | ||||||||||||
Media & Telecommunications(2) | 54,137,352 | — | 54,137,352 | — | ||||||||||||
Metals & Minerals | 4,798,880 | — | 4,798,880 | — | ||||||||||||
Retail | 29,668,615 | — | 29,668,615 | — | ||||||||||||
Service | 81,769,738 | — | 81,769,738 | — | ||||||||||||
Transportation | 3,039,369 | — | 3,012,550 | 26,819 | ||||||||||||
Utility | 34,019,107 | — | 32,069,107 | 1,950,000 | ||||||||||||
Foreign Denominated or Domiciled Senior Loans | ||||||||||||||||
Canada | 2,148,968 | — | 2,148,968 | — | ||||||||||||
Germany | 285,404 | — | — | 285,404 | ||||||||||||
Luxembourg | 16,304,765 | — | 16,304,765 | — | ||||||||||||
Marshall Islands | 14,372,571 | — | 10,675,510 | 3,697,061 | ||||||||||||
United Kingdom | 39,923 | — | — | 39,923 | ||||||||||||
Collateralized Loan Obligations | 74,588,109 | — | 74,588,109 | — | ||||||||||||
Corporate Bonds & Notes(1)(2) | 44,181,472 | — | 44,181,472 | — | ||||||||||||
Claims(1) | 192,053 | — | 192,053 | — | ||||||||||||
Common Stocks | ||||||||||||||||
Energy | — | — | — | — | ||||||||||||
Gaming & Leisure(2) | — | — | — | — | ||||||||||||
Healthcare | 15,734 | — | — | 15,734 | ||||||||||||
Housing | 5,114,290 | — | — | 5,114,290 | ||||||||||||
Media & Telecommunications(2) | 52,762,375 | 14,160,062 | 38,602,313 | — | ||||||||||||
Real Estate | 7 | — | — | 7 | ||||||||||||
Transportation | 8,396 | — | — | 8,396 | ||||||||||||
Utility | 2,491,721 | — | 2,491,721 | — | ||||||||||||
Warrants(1)(2) | — | — | — | — | ||||||||||||
Registered Investment Companies | 20,863,083 | 20,863,083 | — | — | ||||||||||||
Cash Equivalents | 6,907,804 | — | 6,907,804 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Assets | 634,209,407 | 35,023,145 | 542,756,021 | 56,430,241 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Liabilities | ||||||||||||||||
Foreign Corporate Bonds | ||||||||||||||||
Canada | (3,960,000 | ) | — | (3,960,000 | ) | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Liabilities | (3,960,000 | ) | — | (3,960,000 | ) | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 630,249,407 | $ | 35,023,145 | $ | 538,796,021 | $ | 56,430,241 | ||||||||
|
|
|
|
|
|
|
|
(1) | See Investment Portfolio detail for industry breakout. |
(2) | This category includes securities with a value of zero. |
Semi-Annual Report | 53 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Total value at December 31, 2015 | Level 1 Quoted Price | Level 2 Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Opportunistic Credit Fund | ||||||||||||||||
Assets | ||||||||||||||||
U.S. Senior Loans | ||||||||||||||||
Energy | $ | 4,065,870 | $ | — | $ | 4,065,870 | $ | — | ||||||||
Healthcare | 1,060,956 | — | 1,060,956 | — | ||||||||||||
Housing | 805,476 | — | 805,476 | — | ||||||||||||
Information Technology | 2,158,132 | — | 2,158,132 | — | ||||||||||||
Media & Telecommunications | 3,687,406 | — | 3,687,406 | — | ||||||||||||
Retail | 2,121,514 | — | 2,121,514 | — | ||||||||||||
Service | 2,604,402 | — | 2,604,402 | — | ||||||||||||
Telecommunications | 637,382 | — | — | 637,382 | ||||||||||||
Transportation | 952,500 | — | — | 952,500 | ||||||||||||
Utilities | 7,971,903 | — | 7,971,903 | — | ||||||||||||
Foreign Denominated or Domiciled Senior Loans | 3,592,500 | — | 2,925,000 | 667,500 | ||||||||||||
Collateralized Loan Obligations | 12,462,199 | — | 12,462,199 | — | ||||||||||||
Corporate Bonds & Notes(1) | 14,883,975 | — | 14,883,975 | — | ||||||||||||
Foreign Corporate Bonds & Notes(1) | 2,201 | — | 2,201 | — | ||||||||||||
Sovereign Bonds | 9 | — | 9 | — | ||||||||||||
Common Stocks | ||||||||||||||||
Capital Goods | 357,684 | 357,684 | — | — | ||||||||||||
Chemicals | 927,543 | — | — | 927,543 | ||||||||||||
Commercial & Professional Services | 12,472 | 12,472 | — | — | ||||||||||||
Energy | 1,736,167 | 1,736,167 | — | — | ||||||||||||
Materials | 2,075,293 | — | — | 2,075,293 | ||||||||||||
Media | 489,553 | — | 489,553 | — | ||||||||||||
Telecommunication Services | 1,532,528 | — | — | 1,532,528 | ||||||||||||
Utilities | 1,251,896 | 454,616 | 797,280 | — | ||||||||||||
Preferred Stocks(1) | 932,775 | — | 932,775 | — | ||||||||||||
Master Limited Partnerships | ||||||||||||||||
Energy | 1,412,758 | 1,412,758 | — | — | ||||||||||||
Healthcare Equipment & Services | 9,221 | — | — | 9,221 | ||||||||||||
Warrants(1) | ||||||||||||||||
Equity Contracts | 10,818 | 10,818 | — | — | ||||||||||||
Registered Investment Companies | 4,876,554 | 4,876,554 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 72,631,687 | $ | 8,861,069 | $ | 56,968,651 | $ | 6,801,967 | ||||||||
|
|
|
|
|
|
|
|
(1) | See Investment Portfolio detail for industry breakout. |
54 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
The tables below set forth a summary of changes in the Long/Short Healthcare Fund, the Floating Rate Opportunities Fund and the Opportunistic Credit Fund’s assets measured at fair value using significant unobservable inputs (Level 3) for the period ended December 31, 2015. The Long/Short Equity Fund had no Level 3 assets as of June 30, 2015 or December 31, 2015.
Balance as of June 30, 2015 | Transfers into Level 3 | Transfers Out of Level 3 | Net Amortization (Accretion) of Premium/ (Discount) | Net Realized Gains/ (Losses) | Net Unrealized Gains/ (Losses) | Net Purchases | Net (Sales) | Balance as of December 31, 2015 | Change in Unrealized Gain/(Loss) on Level 3 securities still held at period end | |||||||||||||||||||||||||||||||
Highland Long/Short Healthcare Fund |
| |||||||||||||||||||||||||||||||||||||||
US. Senior Loans | $ | — | (1) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
Common Stocks | ||||||||||||||||||||||||||||||||||||||||
Healthcare Services | 348,486 | — | — | — | — | (459,232) | — | — | 238,962 | (109,524) | ||||||||||||||||||||||||||||||
Pharmaceuticals | 8,722,500 | — | — | — | (772,500) | — | — | 6,727,500 | (1,995,000) | |||||||||||||||||||||||||||||||
Master Limited Partnerships | 110,653 | 69,852 | 69,852 | (40,801) | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total | $ | 9,181,639 | $ | — | $ | — | $ | — | $ | — | $ | (1,161,879) | $ | — | $ | — | $ | 7,036,314 | $ | (2,145,325) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | This category includes securities with a value of zero. |
Balance as of June 30, 2015 | Transfers into Level 3 | Transfers Out of Level 3 | Net Amortization (Accretion) of Premium/ (Discount) | Net Realized Gains/ (Losses) | Net Unrealized Gains/ (Losses) | Net Purchases | Net (Sales) | Balance as of December 31, 2015 | Change in Unrealized Gain/(Loss) on Level 3 securities still held at period end | |||||||||||||||||||||||||||||||
Highland Floating Rate Opportunities Fund |
| |||||||||||||||||||||||||||||||||||||||
U.S. Senior Loans | ||||||||||||||||||||||||||||||||||||||||
Financial | $ | — | $ | — | $ | — | $ | 484 | $ | — | $ | 39,222 | $ | 3,494,118 | $ | — | $ | 3,533,824 | $ | 39,222 | ||||||||||||||||||||
Gaming & Leisure | 5,420,610 | 1,801,621 | — | — | — | (314,059) | 282,324 | — | 7,190,496 | (1) | (314,059) | |||||||||||||||||||||||||||||
Healthcare | 22,394,521 | — | — | — | — | 2,398,300 | — | — | 24,792,821 | 2,398,300 | ||||||||||||||||||||||||||||||
Housing | 7,435,364 | — | — | (10) | (1,713) | (749,094) | 906,218 | (424,127) | 7,166,638 | (749,094) | ||||||||||||||||||||||||||||||
Manufacturing | — | 2,608,828 | — | — | — | — | — | — | 2,608,828 | — | ||||||||||||||||||||||||||||||
Transportation | 26,954 | — | — | — | — | (135) | — | — | 26,819 | (135) | ||||||||||||||||||||||||||||||
Utility | 3,346,535 | 1,950,000 | (3,474,670) | 21,675 | 7,467 | (21,877) | 237,254 | (116,384) | 1,950,000 | — | ||||||||||||||||||||||||||||||
Foreign Denominated or Domiciled |
| |||||||||||||||||||||||||||||||||||||||
Senior Loans | ||||||||||||||||||||||||||||||||||||||||
Germany | 369,491 | — | — | — | — | (84,087) | — | — | 285,404 | (84,087) | ||||||||||||||||||||||||||||||
Marshall Islands | — | 3,697,061 | — | — | — | — | — | — | 3,697,061 | — | ||||||||||||||||||||||||||||||
United Kingdom | 309,860 | — | — | — | (25,292) | (3,182) | — | (241,463) | 39,923 | (3,182) | ||||||||||||||||||||||||||||||
Claims | 320,088 | — | (192,053) | — | — | 4,164 | — | (132,199) | — | 4,164 | ||||||||||||||||||||||||||||||
Common Stocks | ||||||||||||||||||||||||||||||||||||||||
Broadcasting | 463,534 | — | — | — | — | (463,534) | — | — | — | (463,534) | ||||||||||||||||||||||||||||||
Energy | 1,677,429 | — | — | — | — | (1,677,429) | — | — | — | (1,677,429) | ||||||||||||||||||||||||||||||
Healthcare | 86,953 | — | — | — | (3,129,411) | 3,058,192 | — | — | 15,734 | 3,058,192 | ||||||||||||||||||||||||||||||
Housing | 5,196,708 | — | — | — | — | (82,418) | — | — | 5,114,290 | (82,418) | ||||||||||||||||||||||||||||||
Real Estate | — | — | — | — | — | (4,263,731) | 4,263,738 | — | 7 | (4,263,731) | ||||||||||||||||||||||||||||||
Transportation | 8,540 | — | — | — | — | (144) | — | — | 8,396 | (144) | ||||||||||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||||||||||||||||||
Equity Contracts(1) | — | — | — | — | — | — | — | — | — | (1) | — | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total | $ | 47,056,587 | $ | 10,057,510 | $ | (3,666,723) | $ | 22,149 | $ | (3,148,949) | $ | (2,159,812) | $ | 9,183,652 | $ | (914,173) | $ | 56,430,241 | $ | (2,137,935) | ||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | This category includes securities with a value of zero. |
Semi-Annual Report | 55 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Balance as of June 30, 2015 | Transfers into Level 3 | Transfers Out of Level 3 | Net Amortization (Accretion) of Premium/ (Discount) | Net Realized Gains/ (Losses) | Net Unrealized Gains/ (Losses) | Net Purchases | Net (Sales) | Balance as of December 31, 2015 | Change in Unrealized Gain/(Loss) on Level 3 securities still held at period end | |||||||||||||||||||||||||||||||
Highland Opportunistic Credit Fund |
| |||||||||||||||||||||||||||||||||||||||
US. Senior Loans | ||||||||||||||||||||||||||||||||||||||||
Telecommunications | $ | 602,271 | $ | — | $ | — | $ | — | $ | — | $ | 467 | $ | 34,644 | $ | — | $ | 637,382 | $ | 467 | ||||||||||||||||||||
Transportation | — | — | — | 1,991 | — | 509 | 950,000 | — | 952,500 | 509 | ||||||||||||||||||||||||||||||
Utility | 2,999,082 | — | (3,209,741) | 24,677 | 37,004 | 263,240 | (6,752) | (107,510) | — | 263,240 | ||||||||||||||||||||||||||||||
Foreign Corporate Bonds & Notes | — | 667,500 | — | — | — | — | — | — | 667,500 | — | ||||||||||||||||||||||||||||||
Common Stocks | — | — | — | — | — | 0 | — | — | — | — | ||||||||||||||||||||||||||||||
Chemicals | — | 927,543 | — | — | — | — | — | — | 927,543 | — | ||||||||||||||||||||||||||||||
Materials | 2,302,226 | — | — | — | — | (226,933) | — | — | 2,075,293 | (226,933) | ||||||||||||||||||||||||||||||
Telecommunication Services | 1,544,267 | — | — | — | — | (11,739) | — | — | 1,532,528 | (11,739) | ||||||||||||||||||||||||||||||
Master Limited Partnerships | — | — | — | — | — | — | — | — | 0 | — | ||||||||||||||||||||||||||||||
Healthcare Equipment & Services(1) | 14,608 | — | — | — | — | (5,387) | — | — | 9,221 | (5,387) | ||||||||||||||||||||||||||||||
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Total | $ | 7,462,454 | $ | 1,595,043 | $ | (3,209,741) | $ | 26,668 | $ | 37,004 | $ | 20,157 | $ | 977,892 | $ | (107,510) | $ | 6,801,967 | $ | 20,157 | ||||||||||||||||||||
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Investments designated as Level 3 may include assets valued using quotes or indications furnished by brokers which are based on models or estimates and may not be executable prices. In light of the developing market conditions, the Investment Adviser continues to search for observable data points and evaluate broker quotes and indications received for portfolio investments. As a result, for the period ended December 31, 2015, amounts of $10,057,510 and $1,595,043 of the Floating Rate Opportunities Fund and the Opportunistic Credit Fund, respectively, were transferred from Level 2 to Level 3. Determination of fair values is uncertain because it involves subjective judgments and estimates that are unobservable. Transfers from Level 2 to 3 were due to a decline in market activity (e.g. frequency of trades), which resulted in a reduction of available market inputs to determine price.
For the period ended December 31, 2015, amounts of $3,666,723 and $3,209,741 of the Floating Rate Opportunities Fund and the Opportunistic Credit Fund, respectively, were transferred from Level 3 to Level 2. Transfers from Level 3 to Level 2 were due to an increase in market activity (e.g. frequency of trades), which resulted in an increase of available market inputs to determine price.
For the period ended December 31, 2015, there were no transfers between Level 1 and 2.
56 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
The following is a summary of significant unobservable inputs used in the fair valuations of assets and liabilities categorized within Level 3 of the fair value hierarchy:
Category | Market Value at 12/31/2015 | Valuation Technique | Unobservable Inputs | Input Value(s) | ||||||
Highland Long/Short Healthcare Fund | ||||||||||
Common Stock | $ | 6,966,462 | Weighted Scenarios | Scenario Probabilities | Various | |||||
Multiples Analysis | Multiple of Revenue | 3.7x | ||||||||
Multiple of EBITDA | 10.9x | |||||||||
Liquidity Discount | 10% | |||||||||
Asset-Specific Discount | 10% | |||||||||
Discounted Cash Flow | Discount Rate | 12% | ||||||||
Limited Partnership Units | 69,852 | Recovery Analysis | Scenario Probabilities | Various | ||||||
Discounted Cash Flow | Discount Rate | 19% | ||||||||
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Total | $ | 7,036,314 | ||||||||
Highland Floating Rate Opportunities Fund | ||||||||||
Bank Loans | $ | 51,291,814 | Third-Party Pricing Vendor | N/A | N/A | |||||
Adjusted Appraisal | Liquidity Discount | 10% - 40% | ||||||||
Liquidation Analysis | Settlement Discount | 50% | ||||||||
Multiples Analysis | Multiple of Revenue | 0.4x - 0.5x | ||||||||
Multiple of EBITDA | 3.5x - 4.5x | |||||||||
Common Stock | 5,138,427 | Adjusted Appraisal | Liquidity Discount | 25% | ||||||
Minority Discount | 20% | |||||||||
Regional Market Appreciation | 1% - 32% | |||||||||
Third-Party Pricing Vendor | N/A | N/A | ||||||||
Multiples Analysis | Multiple of Revenue | 0.4x - 0.5x | ||||||||
Multiple of EBITDA | 3.5x - 4.5x | |||||||||
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Total | $ | 56,430,241 | ||||||||
Highland Opportunitistic Credit Fund | ||||||||||
Common Stock | $ | 4,535,364 | Multiples Analysis | Price/MHz-PoP | $0.13 - $0.50 | |||||
Multiple of EBITDA | 8.0x - 10.0x | |||||||||
Minority Discount | 20% | |||||||||
Third-Party Pricing Vendor | N/A | N/A | ||||||||
Bank Loans | 2,257,382 | Discounted Cash Flow | Spread Adjustment | 0.0% - 0.2% | ||||||
Third-Party Pricing Vendor | N/A | N/A | ||||||||
Limited Partnership Units | 9,221 | Recovery Analysis | Scenario Probabilities | Various | ||||||
Discounted Cash Flow | Discount Rate | 21% | ||||||||
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Total | $ | 6,801,967 |
Security Transactions
Security transactions are accounted for on the trade date. Realized gains/(losses) on investments sold are recorded on the basis of specific identification method for both financial statement and U.S. federal income tax purposes.
Income Recognition
Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums of debt instruments.
U.S. Federal Income Tax Status
Each Fund is treated as a separate taxpayer for U.S. federal income tax purposes. The Funds intend 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 their 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 Funds intend to distribute, in each calendar year, all of their net investment income, capital gains and certain other amounts, if any, such that the Funds should not be subject to U.S. federal excise tax. Therefore, no U.S. federal income or excise tax provisions are recorded.
Semi-Annual Report | 57 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Management has analyzed the Funds’ 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 Funds’ financial statements. The Funds’ U.S. federal and state income and U.S. federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. Furthermore, management of the Funds, 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 Long/Short Equity Fund and the Long/Short Healthcare Fund intend to pay distributions from net investment income, if any, on an annual basis. The Floating Rate Opportunities Fund and Opportunistic Credit Fund intend to pay distributions from net investment income, if any, on a monthly basis. The Funds intend to pay short-term and long-term net realized capital gains, if any, on an annual basis. The Long/Short Equity Fund and the Long/Short Healthcare Fund claimed a portion of the payment paid to redeeming shareholders as a distribution for income tax purposes.
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 each Fund’s Statement of Assets and Liabilities and includes cash on hand at its custodian bank and sub-custodian bank, respectively, and does not include cash posted as collateral in the segregated account or with the broker-dealers.
Cash & Cash Equivalents
The Funds consider liquid assets deposited with a bank and certain short-term debt instruments of sufficient credit quality with original maturities of 3 months or less to be cash equivalents. These investments represent amounts held with financial institutions that are readily accessible to pay Fund expenses or purchase investments. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value. The value of cash equivalents denominated in foreign currencies is determined by converting to U.S. dollars on the date of the Statement of Assets and Liabilities.
Foreign Currency
Accounting records of the Funds are maintained in U.S. dollars. Foreign currencies, investments and other assets
and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates using the current 4:00 PM London Time Spot Rate. Fluctuations in the value of the foreign currencies and other assets and liabilities resulting from changes in exchange rates, between trade and settlement dates on securities transactions and between the accrual and payment dates on dividends, interest income and foreign withholding taxes, are recorded as unrealized foreign currency gains/(losses). Realized gains/(losses) and unrealized appreciation/(depreciation) on investment securities and income and expenses are translated on the respective dates of such transactions. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statement of Operations from the effects of changes in market prices of those securities, but are included with the net realized and unrealized gain or loss on investment securities.
Securities Sold Short
The Funds may sell securities short. A security sold short is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline. When a 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. Cash held as collateral for securities sold short is classified as restricted cash on the Long/Short Equity Fund, Long/Short Healthcare Fund, Floating Rate Opportunities Fund and Opportunistic Credit Fund’s Statement of Assets and Liabilities. Restricted cash in the amounts of $213,842,531, $356,786,895, $13,169,662 and $1,829,709 were held with the broker for the Long/Short Equity Fund, Long/Short Healthcare Fund, Floating Rate Opportunities Fund and Opportunistic Credit Fund, respectively. Additionally, securities valued at $167,233,722 and $163,332,457 were posted in the Long/Short Equity Fund, and Long/Short Healthcare Fund segregated accounts as collateral, respectively.
When-Issued Securities & Forward Commitments
The Funds may purchase or sell securities on a when-issued or forward commitment basis. These transactions are arrangements in which the Funds purchase and sell securities with payment and delivery scheduled a month or more after entering into the transactions. The price of the underlying securities and the date when these securities will be delivered and paid for are fixed at the time the transaction is negotiated. Losses may arise due to changes
58 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
in the market value of the underlying securities or if the counterparty does not perform under the contract. In connection with such purchases, the Funds maintain cash or liquid assets in an amount equal to purchase commitments for such underlying securities until settlement date. For sales commitments, the Funds maintain equivalent deliverable securities as “cover” for the transaction. Unsettled commitments are valued at current market value of the underlying security. Daily fluctuations in the value of such contracts are recorded as unrealized gains or losses. The Funds will not enter into such commitments for the purpose of investment leverage. As of December 31, 2015, no Funds held securities on a when-issued or forward commitment basis.
Note 3. Derivative Transactions
The Funds are subject to equity price risk, interest rate risk and foreign currency exchange rate risk in the normal course of pursuing their investment objectives. The Funds enter 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.
Futures Contracts
A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Funds may invest in interest rate, financial and stock or bond index futures contracts subject to certain limitations. The Funds invest in futures contracts to manage their exposure to the stock and bond markets and fluctuations in currency values. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument, or economically hedge other Fund investments. With futures contracts, there is minimal counterparty credit risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. A Fund’s risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade. Upon entering into a financial futures contract, the Funds are required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margins, are
made or received by the Funds each day, depending on the daily fluctuation in the fair value of the underlying security. The Funds record an unrealized gain/(loss) equal to the daily variation margin. Should market conditions move unexpectedly, the Funds may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Funds recognize a realized gain/(loss) on the expiration or closing of a futures contract. The Long/Short Equity Fund invested in futures contracts during the six months ended; however, none were held as of December 31, 2015. The Fund entered into futures 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. Cash held as collateral for futures contracts is shown on the Statement of Assets and Liabilities as “Restricted Cash — Futures”, if applicable.
For the six months ended December 31, 2015, the Long/Short Healthcare Fund, Floating Rate Opportunities Fund and Opportunistic Credit Fund did not invest in futures contracts.
Options
The Funds 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 Funds may hold options, write option contracts, or both.
If an option written by a 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 a 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 affected when a Fund desires. A 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 it is more, the Fund will realize a capital loss.
Semi-Annual Report | 59 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
During the six months ended December 31, 2015, the Long/Short Equity Fund, Long/Short Healthcare Fund had written options to provide leveraged short exposure, and purchased options to provide leveraged long exposure, to the underlying equity, which is consistent with the investment strategies of these Funds.
Transactions in written options for the six months ended December 31, 2015 were as follows:
Long/Short Equity Fund | Number of Contracts | Notional Value | Premium | |||||||||
Outstanding, June 30, 2015 | 4,450 | $ | 34,450,000 | $ | 675,857 | |||||||
Call Options Written | 28,662 | 425,900,750 | 5,053,563 | |||||||||
Put Options Written | 20,162 | 395,718,800 | 14,453,996 | |||||||||
Call Options Exercised | (668 | ) | (13,925,150 | ) | (224,611 | ) | ||||||
Call Options Expired | (12,172 | ) | (153,703,000 | ) | (2,182,682 | ) | ||||||
Put Options Expired | (6,900 | ) | (90,600,000 | ) | (3,214,701 | ) | ||||||
Call Options Closed | (15,522 | ) | (253,922,600 | ) | (2,601,184 | ) | ||||||
Put Options Closed | (16,712 | ) | (320,068,800 | ) | (11,731,385 | ) | ||||||
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Outstanding, December 31, 2015 | 1,300 | 23,850,000 | 228,853 |
Long/Short Healthcare Fund | Number of Contracts | Notional Value | Premium | |||||||||
Outstanding, June 30, 2015 | 7,396 | $ | 155,316,000 | $ | 2,199,918 | |||||||
Call Options Written | 12,319 | 81,151,000 | 2,250,330 | |||||||||
Put Options Written | 70,368 | 760,917,500 | 9,419,045 | |||||||||
Call Options Closed | (8,950 | ) | (67,675,000 | ) | (1,012,424 | ) | ||||||
Put Options Closed | (77,764 | ) | (916,233,500 | ) | (11,618,963 | ) | ||||||
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Outstanding, December 31, 2015 | 3,369 | 13,476,000 | 1,237,906 |
For the six months ended December 31, 2015, the Floating Rate Opportunities Fund and Opportunistic Credit Fund did not invest in options.
Swap Contracts
The Funds may use swaps as part of its investment strategy or to manage its exposure to interest, commodity, and currency rates as well as adverse movements in the debt and equity markets. Swap agreements are privately negotiated in the OTC market or may be executed in a multilateral or other trade facility platform, such as a registered exchange (“centrally cleared swaps”).
Total return swaps are agreements to exchange the return generated by one instrument for the return generated by another instrument; for example, the agreement to pay interest in exchange for a market or commodity-linked return based on a notional amount. To the extent the total return of the market or commodity-linked index exceeds the offsetting interest obligation, the Fund will receive a
payment from the counterparty. To the extent it is less, the Fund will make a payment to the counterparty. Periodic payments received or made by the Fund are recorded in “Net realized gain (loss) on swap contracts” on the accompanying Statement of Operations and Changes in Net Assets as realized gains or losses, respectively. As of December 31, 2015, the Long/Short Equity Fund was a party to open swap contracts having a fair value of $1,103,362.
For the six months ended December 31, 2015, the Long/Short Healthcare Fund, Floating Rate Opportunities Fund and Opportunistic Credit Fund did not invest in swap contracts.
Additional Derivative Information
The Funds adopted amendments to authoritative guidance on disclosures about derivative instruments and hedging activities which require that the Funds disclose: a) how and why an entity uses derivative instruments, b) how derivative instruments and related hedged items are accounted for, c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows and d) how the netting of derivatives subject to master netting arrangements affects the net exposure of the Funds related to the derivatives.
The fair value of derivative instruments on the Statement of Assets and Liabilities have the following risk exposure at December 31, 2015:
Fair Value | ||||||||
Fund | Asset Derivative | Liability Derivative | ||||||
Long/Short Equity Fund | ||||||||
Equity Price Risk | $ | 1,676,514 | (1)(2) | $ | 61,000 | (3) | ||
Long/Short Healthcare Fund | ||||||||
Equity Price Risk | 10,420,678 | (1) | 2,863,650 | (3) |
(1) | Statement of Assets and Liabilities location: Unaffiliated investments, at value. |
(2) | Statement of Assets and Liabilities location: Swaps, at value. |
(3) | Statement of Assets and Liabilities location: Written options contracts, at value. |
To reduce counterparty credit risk with respect to over-the-counter (“OTC”) transactions, the Funds have entered into master netting arrangements, established within the Funds’ International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allows the Funds to make (or to have an entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC derivative positions in forward currency exchange contracts for each individual counterparty. In addition, the Funds may require that certain counterparties post cash
60 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
and/or securities in collateral accounts to cover their net payment obligations for those derivative contracts subject to ISDA master agreements. If the counterparty fails to perform under these contracts and agreements, the cash and/or securities will be made available to the Funds.
Certain ISDA master agreements include credit related contingent features which allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Funds’ net assets decline by a stated percentage or a Fund fails to meet the terms of its ISDA master agreements, which would cause the Funds to accelerate payment of any net liability owed to the counterparty.
For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.
Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that to the value of any collateral currently pledged by the Fund or the Counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Funds, if any, is reported in restricted cash on the Statement of Assets and Liabilities. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold before a transfer has to be made. To the extent amounts due to the Funds from their counterparties are not fully collateralized, contractually or otherwise, the Funds bear the risk of loss from counterparty non-performance.
The following tables present derivative instruments that are subject to enforceable netting arrangements as of December 31, 2015:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | ||||||||||||||||||||||||
Gross Amounts of Recognized Assets | Gross Amount Offset in the Statement of Assets and Liabilities | Net Amount of Assets Presented in the Statement of Assets and Liabilities | Financial Instruments | Cash Collateral Received | Net Amount | |||||||||||||||||||
Derivatives | $ | 1,175,556 | $ | (72,194 | ) | $ | 1,103,362 | — | — | $ | 1,103,362 |
The effect of derivative instruments on the Statement of Operations for the six months ended December 31, 2015, is as follows:
Fund | Net Realized Gain/(Loss) on Derivatives | Net Change in Unrealized Appreciation/ on Derivatives | ||||||
Long/Short Equity Fund | ||||||||
Equity Price Risk | $ | 13,869,249 | (1)(2)(3)(4) | $ | (2,232,469 | )(5)(6)(7)(8) | ||
Foreign Currency Risk | 231,756 | (4) | — | |||||
Long/Short Healthcare Fund | ||||||||
Equity Price Risk | (2,227,313 | )(1)(3) | 4,368,387 | (5)(7) |
(1) | Statement of Operations location: Realized gain (loss) from unaffiliated issuers. |
(2) | Statement of Operations location: Realized gain (loss) on swap contracts. |
(3) | Statement of Operations location: Realized gain (loss) on written options contracts. |
(4) | Statement of Operations location: Realized gain (loss) on futures contracts |
(5) | Statement of Operations location: Net change in unrealized appreciation/(depreciation) on investments. |
(6) | Statement of Operations location: Net change in unrealized appreciation/(depreciation) on swaps contracts. |
(7) | Statement of Operations location: Net change in unrealized appreciation/(depreciation) on written options contracts. |
(8) | Statement of Operations location: Net change in unrealized appreciation/(depreciation) on futures contracts. |
The average quarterly volume of derivative activity for the six months ended December 31, 2015, is as follows:
Fund | Units/ Contracts | Appreciation/ (Depreciation) | ||||||
Long/Short Equity Fund | ||||||||
Purchased Options Contracts | 6,433 | $ | — | |||||
Futures Contracts | — | 90,069 | ||||||
Swap Contracts | — | 367,787 | ||||||
Written Options Contracts | 3,838 | — | ||||||
Long/Short Healthcare Fund | ||||||||
Purchased Options Contracts | 16,773 | — | ||||||
Written Options Contracts | 1,685 |
Semi-Annual Report | 61 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Note 4. Securities Lending
Each Fund may seek additional income by making secured loans of its portfolio securities through its custodian, State Street Bank and Trust Company (“State Street”). Such loans will be in an amount not greater than one-third of the value of the Fund’s total assets. State Street will charge a Fund fees based on a percentage of the securities lending income.
The Funds will receive collateral consisting of cash, securities of the U.S. Government or its agencies or instrumentalities, irrevocable letters of credit issued by a bank or forms of collateral acceptable under the Trust’s securities lending agreement, which collateral will be maintained at all times in an amount equal to 102% of the current market value of the loaned securities. If the collateral consists of non-cash collateral, the borrower will pay the Fund a loan premium fee. If the collateral consists of cash, State Street will reinvest the cash. Although voting rights, or rights to consent, with respect to the loaned securities pass to the borrower, the Fund retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by the Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Fund also may call such loans in order to sell the securities involved.
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. A Fund also bears the risk that the value of investments made with collateral may decline. Although a Fund has the right to call loans at any time on reasonable notice and will do so if holders of a loaned security are asked to vote upon or consent to material matters, the Fund bears the risk of delay in the return of the security, impairing the Fund’s ability to vote on such matters.
Securities lending also exposes a Fund to counterparty risk, as the borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest, or settlement payments or otherwise honor its obligations. There can be no assurance that a counterparty will meet its obligations, especially during unusually adverse market conditions. If the counterparty defaults, the Fund will have contractual remedies, but the Fund may be unable to enforce its contractual rights.
Securities lending transactions are entered into pursuant to Securities Lending Authorization Agreements (“SLAA”), which provides the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate a net exposure to the
defaulting party or request additional collateral. In the event that a borrower defaults, a Fund, as lender, would offset the market value of the collateral received against the market value of the securities loaned. The value of the collateral is typically greater than that of the market value of the securities loaned, leaving the lender with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a SLAA counterparty’s bankruptcy or insolvency. Under the SLAA, a Fund can reinvest cash collateral, or, upon an event of default, resell or repledge the collateral, and the borrower can resell or repledge the loaned securities. The risks of securities lending also include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate this risk, each 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.
The following table presents financial instruments that are subject to enforceable netting arrangements as of December 31, 2015:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | ||||||||||||||||
Fund | Gross Amounts of Liabilities Presented in Statement of Assets & Liabilities(1) | Financial Instrument(2) | Collateral Received | Net Amount (not less than 0) | ||||||||||||
Long/Short Equity Fund | $ | 33,116,569 | $ | (32,269,623 | ) | $ | — | $ | 846,946 | |||||||
Long/Short Healthcare Fund | 36,667,006 | (35,276,071 | ) | — | 1,390,935 | |||||||||||
Floating Rate Opportunities Fund | 20,863,083 | (21,066,138 | ) | — | — | |||||||||||
Opportunistic Credit Fund | 4,876,554 | (4,799,422 | ) | — | 77,132 |
(1) | In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization. |
(2) | Represents market value of securities on loan at period end. |
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NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
For the six months ended December 31, 2015, the market value of securities loaned and the amounts secured with cash and securities collateral, which are included on each Fund’s Investment Portfolio were as follows:
Fund | Security Lending Market Value | Security Lending Collateral Cash Collateral(1) | Security Lending Collateral Non-Cash Collateral(2) | |||||||||
Long/Short Equity Fund | $ | 32,269,623 | $ | 33,116,569 | $ | — | ||||||
Long/Short Healthcare Fund | 35,276,071 | 36,667,006 | — | |||||||||
Opportunistic Credit Fund | 4,799,422 | 4,876,554 | — | |||||||||
Floating Rate Opportunities Fund | 21,066,138 | 20,863,083 | — |
(1) | The loaned securities were secured with cash collateral which was invested in the State Street Navigator Prime Securities Lending Portfolio. |
(2) | Security lending non-cash collateral consists of U.S. Government Treasury & Agency debt. |
Note 5. U.S. Federal Income Tax Information
The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from U.S. GAAP. These differences include (but are not limited to) investments organized as partnerships for tax purposes, foreign taxes, investments in futures, losses deferred to off-setting positions, tax treatment of organizational start-up costs, losses deferred due to wash sale transactions, tax treatment of net investment loss and distributions in excess of net investment income,
dividends deemed paid upon shareholder redemption of Fund shares and tax attributes from Fund reorganizations. Reclassifications are made to the Funds’ capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on net investment income, realized gains or losses, or net asset value of the Funds. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.
For the year ended June 30, 2015, permanent differences chiefly resulting from net investment losses, dividends on short sales, foreign currency gains and losses, non-deductible excise taxes paid, partnership-basis adjustments, return of capital distributions, equalization, short sale holding period reclass, capital loss carryover write-offs and REITs were identified and reclassified among the components of the Funds’ net assets as follows:
Fund | Undistributed Net Investment Income | Accumulated Net Realized Gain/(Loss) | Paid-in- Capital | |||||||||
Long/Short Equity Fund | $ | 12,750,421 | $ | (20,636,240 | ) | $ | 7,885,819 | |||||
Long/Short Healthcare Fund | 9,408,755 | (19,967,053 | ) | 10,558,298 | ||||||||
Floating Rate Opportunities Fund | 1,650,533 | 64,100,023 | (65,750,556 | ) | ||||||||
Opportunistic Credit Fund | 26,302 | 5,482,143 | (5,508,445 | ) |
At June 30, 2015, the Funds’ most recent tax year end, components of distributable earnings on a tax basis is as follows:
Fund | Undistributed Income | Undistributed Long-Term Capital Gains | Undistributed Tax-Exempt Income | Other Temporary Differences(1) | Accumulated Capital and Other Losses | Net Tax Appreciation/ (Depreciation)(2) | ||||||||||||||||||
Long/Short Equity Fund | $ | 25,871,187 | $ | 4,594,106 | $ | — | $ | — | $ | — | $ | 32,449,937 | ||||||||||||
Long/Short Healthcare Fund | 29,427,253 | — | — | (60,310 | ) | — | 2,171,289 | |||||||||||||||||
Opportunistic Credit Fund | 1,535,792 | — | — | (476,286 | ) | (859,127,547 | ) | (417,122,234 | ) | |||||||||||||||
Floating Rate Opportunities Fund | 343,168 | — | — | (50,199 | ) | (3,237,516 | ) | (5,442,157 | ) |
(1) | Other temporary differences are comprised of dividends payable, organizational expenses and potential gains from Genesys Partnership. |
(2) | Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are primarily due to deferral of losses from wash sales, partnership-basis adjustments, defaulted bonds, and premium amortization. |
As of June 30, 2015, the Floating Rate Opportunities Fund and the Opportunistic Credit Fund have 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.
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December 31, 2015 | Highland Funds I |
Fund | 2016 | 2017 | 2018 | No Short- | No Expiration Term(1) | Total | ||||||||||||||||||
Floating Rate Opportunities Fund | $ | 232,159,979 | (2) | $ | 393,425,946 | (2) | $ | 143,999,490 | (2) | $ | — | $ | 89,542,132 | $ | 859,127,547 | |||||||||
Opportunistic Credit Fund | — | — | 780,886 | (3) | — | 2,456,630 | 3,237,516 |
(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. These losses without expiration must be used prior to the loss layers with expiration. |
(2) | These capital loss carryforward amounts were acquired in a reorganization and are available to offset future capital gains of Floating Rate Opportunities Fund. The Fund’s ability to utilize the capital loss carryforwards is limited under Internal Revenue Service regulations. |
(3) | These capital loss carryforward amounts were limited due to an ownership change and are available to offset future capital gains of the Opportunistic Credit Fund. The Fund’s ability to utilize the capital loss carry forwards is limited under Internal Revenue Service regulations. |
For the year ended June 30, 2015 there were no capital loss carryforwards for the Long/Short Equity Fund and the Long/Short Healthcare Fund.
The tax character of distributions paid during the years ended June 30, 2015 and June 30, 2014 (unless otherwise indicated) is as follows:
Distributions Paid From: | ||||||||||||
Fund | Ordinary Income(1) | Long- Term Capital Gains | Return of Capital | |||||||||
Long/Short Equity Fund | ||||||||||||
2015 | $ | 35,544,074 | $ | 2,142,897 | $ | — | ||||||
2014 | 70,812,740 | 3,123,983 | — | |||||||||
Long/Short Healthcare Fund | ||||||||||||
2015 | 14,918,004 | 825,974 | — | |||||||||
2014 | — | — | — | |||||||||
Floating Rate Opportunities Fund | ||||||||||||
2015 | 37,405,128 | — | — | |||||||||
2014 | 46,931,922 | — | 950,186 | |||||||||
Opportunistic Credit Fund | ||||||||||||
2015 | 2,558,269 | — | — | |||||||||
2014 | — | — | — |
(1) | For tax purposes, short-term capital gains distributions, if any, are considered ordinary income distributions. |
Unrealized appreciation and depreciation at December 31, 2015, based on cost of investments for U.S. federal income tax purposes is:
Fund | Gross Appreciation | Gross Depreciation | Net Appreciation/ (Depreciation)(1) | Cost | ||||||||||||
Long/Short Equity Fund | $ | 14,306,673 | $ | 44,366,634 | $ | (30,059,961 | ) | $ | 940,071,299 | |||||||
Long/Short Healthcare Fund | 23,848,990 | 68,142,287 | (44,293,297 | ) | 686,888,048 | |||||||||||
Floating Rate Opportunities Fund | 29,624,876 | 552,020,841 | (522,395,965 | ) | 1,156,605,372 | |||||||||||
Opportunistic Credit Fund | 1,769,232 | 34,423,329 | (32,654,097 | ) | 105,285,784 |
(1) | Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are primarily due to deferral of losses from wash sales, partnership-basis adjustments, defaulted bonds and premium amortization. |
Qualified Late Year Ordinary and Post October Losses
Under current laws, certain capital losses realized after October 31 may be deferred (and certain ordinary losses after January 1st may be deferred) and treated as occur-
ring on the first day of the following fiscal year. For the fiscal year ended June 30, 2015, none of the Funds elected to defer the following losses incurred from November 1, 2014 or January 1, 2015 through June 30, 2015.
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December 31, 2015 | Highland Funds I |
Note 6. Credit Agreement
Effective June 13, 2012, the Floating Rate Opportunities Fund entered into a $300,000,000 credit agreement (the “Credit Agreement”) with State Street Bank and Trust Company with an expiration of June 10, 2013. On October 29, 2012, the Credit Agreement was amended, reducing the facility from $300,000,000 to $250,000,000. For the period June 13, 2012 to June 9, 2013, interest was charged at a rate equal to the adjusted London Interbank Offered Rate (“LIBOR”) plus 1.10% per annum based on the outstanding borrowings. On June 10, 2013, the Credit Agreement was amended to reduce the interest rate to the adjusted LIBOR plus 0.95% per annum based on the outstanding borrowings. In addition, a commitment fee of 0.15% per annum is charged on the unutilized commitment amount. On May 16, 2014, the Credit Agreement was amended to increase the facility to $350,000,000 and to extend the expiration date to May 15, 2015. On October 27, 2014 the Credit Agreement was amended, reducing the facility to $225,000,000. On May 22, 2015, the Credit Agreement was amended, increasing the facility to $275,000,000 and to extend the expiration date to May 20, 2016. Additionally, the interest rate was increased to LIBOR plus 1.10% and commitment fees increased to 0.20%. On August 31, 2015 the Credit Agreement was amended to include the addition of three new funds; (a) Highland GFR Equity Hedge ETF, (b) Highland HFR Event-Driven ETF and (c) Highland HFR Global ETF, each a series of Highland Funds 1. Included in the Statement of Operations is $564,519 of interest expense related to the Credit Agreement. As of December 31, 2015, the fair value of the outstanding debt under the Credit Agreement was estimated to be $46,853,956 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 5 month risk free rate. For the six months ended December 31, 2015, the Floating Rate Opportunities Fund’s average daily note balance was $49,986,413 at a weighted average interest rate of 0.95%.
The Floating Rate Opportunities Fund is required to maintain 300% asset coverage with respect to amounts outstanding under the Credit Agreement, as amended, and the Fund is required to maintain 300% asset coverage under Section 18(a) of the 1940 Act. Asset coverage is calculated by subtracting the Fund’s total liabilities, not including any amount representing bank loans and senior securities, from the Fund’s total assets and dividing the result by the principal amount of the borrowings
outstanding. As of the dates indicated below, the Floating Rate Opportunities Fund’s debt outstanding and asset coverage was as follows:
Date | Total Amount Outstanding | % of Asset Coverage of Indebtedness | ||||||
12/31/2015 | $ | 46,500,000 | 1,371.3 | % | ||||
06/30/2015 | 51,500,000 | 1,641.4 | % | |||||
06/30/2014 | 60,000,000 | 1,577.6 | % | |||||
06/30/2013 | N/A | N/A | ||||||
06/30/2012 | 89,000,000 | 718.4 | ||||||
06/30/2011 | 135,000,000 | 659.9 | ||||||
06/30/2010 | 115,000,000 | 606.0 | ||||||
06/30/2009 | 181,000,000 | 465.8 | ||||||
06/30/2008 | 511,000,000 | 409.3 | ||||||
06/30/2007 | 960,000,000 | 400.5 |
Effective May 24, 2013, the Long/Short Equity Fund and the Long/Short Healthcare Fund entered into a $25,000,000 unsecured credit agreement with State Street Bank and Trust Company (the “Unsecured Credit Agreement”) to be used for temporary purposes to facilitate portfolio liquidity. The Funds have access to the facility, but aggregate borrowings cannot exceed $25,000,000. Interest is charged to the Funds based on their borrowing at a rate equal to the greater of the Federal Funds Effective Rate plus 1.25% or the LIBOR plus 1.25%. In addition, the Funds agree to pay commitment fee expenses of 0.10% on the undrawn amounts, which are included in “Commitment fees-credit agreement” on the Statement of Operations. On May 23, 2014, the Unsecured Credit Agreement was amended to extend the expiration date to May 22, 2015. Effective July 31, 2014, the Unsecured Credit Agreement was amended to include the Opportunistic Credit Fund. On October 27, 2014, the Unsecured Credit Agreement was increased to $150,000,000. Additionally, the Funds agreed to pay increased commitment fee expenses of 0.15% on undrawn amounts. On May 22, 2015, the Unsecured Credit Agreement was amended to extend the expiration date to May 20, 2016 and to increase commitment fee expenses to 0.20% on undrawn amounts. For the six months ended December 31, 2015, the Opportunistic Credit Fund’s average daily note balance was $12,668,478 at a weighted average interest rate of 0.95%.
During the six months ended December 31, 2015, the Long/Short Equity Fund and the Long/Short Healthcare Fund did not have any outstanding borrowings.
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December 31, 2015 | Highland Funds I |
Note 7. Advisory, Administration, Service and Distribution, Trustee, and Other Fees
Investment Advisory Fees and Sub-advisory Fees
The Investment Adviser receives from the Long/ Short Equity Fund, the Opportunistic Credit Fund and the Long/Short Healthcare Fund monthly investment advisory fees, computed and accrued daily based on the Average Daily Managed Assets of each Fund, at the annual rate of 2.25%, 1.00% and 1.00%, respectively.
The Investment Adviser receives from the Floating Rate Opportunities Fund monthly investment advisory fees, computed and accrued daily, based on an annual rate of 0.65% of the Fund’s Average Daily Managed Assets for the first $1 billion, 0.60% of the Fund’s Average Daily Managed Assets for the next $1 billion and 0.55% of the Fund’s Average Daily Managed Assets over $2 billion.
“Average Daily Managed Assets” of a Fund means the average daily value of the total assets of the Fund less all accrued liabilities of the Fund (other than the aggregate amount of any outstanding borrowings constituting financial leverage).
Administration Fees
The Investment Adviser provides administrative services to each Fund. For its services, the Investment Adviser receives a monthly administration fee, computed and accrued daily, at the annual rate of 0.20% of each Fund’s Average Daily managed net assets from each Fund except Opportunistic Credit Fund.
Service and Distribution Fees
Highland Capital Funds Distributor, Inc. (formerly, Foreside Funds Distributors LLC (the “Underwriter”), serves as the principal underwriter and distributor of each Fund’s shares. The Underwriter receives the front-end sales charge imposed on the sale of Class A Shares and the contingent deferred sales charge (“CDSC”) imposed on certain redemptions of Class A and Class C Shares. For the six months ended December 31, 2015, the Underwriter received $111,959, $604,906 and $223,809 of front end sales charges for Class A Shares of the Long/Short Equity Fund, the Long/Short Healthcare Fund and the Floating Rate Opportunities Fund, respectively. The Underwriter also received $4,105, $6,577 and $780 of CDSC for Class C Shares of the Long/Short Equity Fund, the Long/Short Healthcare Fund and the Floating Rate Opportunities Fund, respectively.
The Funds have adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the “Plan”) for Class A Shares and Class C Shares of the Funds, which requires the payment of a monthly fee to the Underwriter at an annual rate of the average daily net assets of each class as follows:
Fund | Class A Shares | Class C Shares | ||||||
Long/Short Equity Fund | 0.35 | % | 1.00 | % | ||||
Long/Short Healthcare Fund | 0.35 | % | 1.00 | % | ||||
Floating Rate Opportunities Fund | 0.35 | % | 0.85 | % | ||||
Opportunistic Credit Fund | 0.35 | % | 0.85 | % |
For the six months ended December 31, 2015, the Distribution and Service fees, which are included on the Statement of Operations for each class, were as follows:
Fund | Class A Fees | Class C Fees | ||||||
Long/Short Equity Fund | $ | 136,930 | $ | 310,479 | ||||
Long/Short Healthcare Fund | 330,602 | 477,052 | ||||||
Floating Rate Opportunities Fund | 330,118 | 1,207,150 | ||||||
Opportunistic Credit Fund | 11,410 | 636 |
Expense Limits and Fee Reimbursements
For the Long/Short Equity Fund, the Investment Adviser contractually agreed to waive a portion of its advisory fee in an amount equal to 1.25% of the Fund’s management fees. This waiver will continue through at least October 31, 2016 and may not be terminated prior to this date without the action or consent of the Board of Trustees.
For the Floating Rate Opportunities Fund, the Investment Adviser contractually agreed to limit the total annual operating expenses of the Floating Rate Opportunities Fund (exclusive of fees paid by the Fund pursuant to its distribution plan under Rule 12b-1 under the Investment company Act of 1940, taxes, dividend expenses on short sales, interest payments, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) of the Fund to 0.95% of average daily net assets of the Fund (the “FRO Expense Cap”). The FRO Expense Cap will continue through at least October 31, 2016, and may not be terminated prior to this date without the action or consent of the Board of Trustees.
The Trust, on behalf of the Floating Rate Opportunities Fund, has contractually agreed to pay the Investment Adviser all amounts previously paid, waived or reimbursed by the Investment Adviser with respect to the Fund pursuant to the Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses of the Fund, (exclusive of fees paid by the Fund pursuant to its distribution plan under Rule 12b-1
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December 31, 2015 | Highland Funds I |
under the 1940 Act, interest payments, taxes, dividend expenses on short sales, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) in the aggregate, would not cause the Fund’s total annual operating expenses in any such year to exceed the amount of the Expense Cap, and provided further that no additional payments by the Trust will be made with respect to amounts paid, waived or reimbursed by the Investment Adviser more than 36 months from the date such amounts were paid, reimbursed or waived. The Investment Adviser may not recoup any amounts previously paid, waived or reimbursed under the Expense Cap before payment of the Floating Rate Opportunities Fund’s operating expenses for the year in which the Investment Adviser intends to recoup such amounts.
For the six months ended December 31, 2015, the Investment Adviser did not have any recoupments for amounts previously paid, waived or reimbursed.
For the Opportunistic Credit Fund, the Investment Adviser contractually agreed to limit the total annual operating expenses (exclusive of fees paid by the Fund pursuant to its distribution plan under Rule 12b-1 under the Investment Company Act of 1940, taxes, dividend expenses on short sales, interest payments, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses (collectively, the “Excluded Expenses”)) to 0.90% of average daily net assets of the Fund (the “HOCF Expense Cap”). The HOCF Expense Cap will continue through at least October 31, 2016, and may not be terminated prior to this date without the action or consent of the Board of Trustees. The Trust, on behalf of the Opportunistic Credit Fund, has contractually agreed to pay the Investment Adviser all amounts previously paid, waived or reimbursed by the Investment Adviser with respect to the Fund pursuant to the Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses (excluding Excluded Expenses) of the Fund, in the aggregate, would not cause the Fund’s total annual operating expenses in any such year to exceed the amount of the Expense Cap, and provided further that no additional payments by the Trust will be made with respect to amounts paid, waived or reimbursed by the Investment Adviser more 36 months from the date such amounts were paid, reimbursed or waived. The Investment Adviser may not recoup any amounts previously paid, waived or reimbursed under the Expense Cap before payment of the Opportunistic Credit Fund’s operating expenses for the year in which the Investment Adviser intends to recoup such amounts. On December 31, 2015, the amounts subject to possible future
recoupment under the Funds’ expense limitations were as follows:
Expiring | ||||||||
Fund | 2017 | 2018 | ||||||
Floating Rate Opportunities Fund | $ | 1,358,354 | $ | 2,810,173 | ||||
Opportunistic Credit Fund | — | 501,010 |
For the six months ended December 31, 2015, the Investment Adviser waived $5,589,531, $1,002,899 and $213,080 for the Long/Short Equity Fund, Floating Rate Opportunities Fund and Opportunistic Credit Fund, respectively.
Fees Paid to Officers and Trustees
Each Trustee who is not an “interested person” of the Funds as defined in the 1940 Act (the “Independent Trustees”) receives an annual retainer of $150,000 payable in quarterly installments and allocated among each portfolio in the Highland Fund Complex based on relative net assets. The “Highland Fund Complex” consists of all of the registered investment companies advised by the Investment Adviser and its affiliated advisers as of the date of this report. Although the Funds believe that Mr. Powell is technically no longer an “interested person” of the Funds, in light of his previous employment with the Investment Adviser and an affiliate of the Investment Adviser, it is possible that the SEC might in the future determine Mr. Powell to be an “interested person” of the Funds. Therefore, the Funds intend to treat Mr. Powell as an “interested person” of the Funds for all purposes other than compensation (Mr. Powell will be compensated at the same rate as the Independent Trustees) from December 16, 2015 until December 4, 2017 (the second anniversary of his resignation).
The Funds pay no compensation to their officers, all of whom are employees of the Investment Adviser or its affiliate.
Note 8. Disclosure of Significant Risks and Contingencies
The primary risks of investing in the Funds are described below in alphabetical order:
Counterparty Risk
Counterparty risk is the potential loss the Funds 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 Funds would record if its counterparties failed to perform pursuant to the terms of their obligations to the Funds. Because the Funds may enter into over-the-counter forwards, options, swaps and other derivative financial instruments, the Funds may be exposed to the credit risk of their counterparties. To limit the counterparty risk associated with such
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December 31, 2015 | Highland Funds I |
transactions, the Funds conduct business only with financial institutions judged by the Investment Adviser to present acceptable credit risk.
Credit Risk
Investments rated below investment grade are commonly referred to as high-yield, high risk or “junk debt.” They are regarded as predominantly speculative with respect to the issuing company’s continuing ability to meet principal and/ or interest payments. Investments in high yield debt and high yield Senior Loans may result in greater NAV fluctuation than if a Fund did not make such investments.
Corporate debt obligations, including Senior Loans, are subject to the risk of non-payment of scheduled interest and/or principal. Non-payment would result in a reduction of income to a Fund, a reduction in the value of the corporate debt obligation experiencing non-payment and a potential decrease in the NAV of the Fund.
Currency Risk
A portion of the Funds’ assets may be quoted or denominated in non-U.S. currencies. These securities may be adversely affected by fluctuations in relative currency exchange rates and by exchange control regulations. The Funds’ investment performance may be negatively affected by a devaluation of a currency in which the Funds’ investments are quoted or denominated. Further, the Funds’ investment performance may be significantly affected, either positively or negatively, by currency exchange rates because the U.S. dollar value of securities quoted or denominated in another currency will increase or decrease in response to changes in the value of such currency in relation to the U.S. dollar.
Distressed or Defaulted Securities Risk
The Funds 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 Funds. There can be no assurance that any of these sources will prove credible, or that the resulting analysis will produce accurate conclusions.
Futures Contracts Risk
The risks of entering into futures contracts include the possibilities that their markets may become illiquid and/or changes in the values of the contracts may not correlate to changes in the values of the underlying instruments.
Hedging Transactions Risk
Each Fund may engage in “hedging,” the practice of attempting to offset a potential loss in one position by establishing an opposite position in another investment. Hedging strategies in general are usually intended to limit or reduce investment risk, but can also be expected to limit or reduce the potential for profit. For example, if the Fund has taken a defensive posture by hedging its portfolio, and stock prices advance, the return to investors will be lower than if the portfolio had not been hedged. No assurance can be given that any particular hedging strategy will be successful, or that the Investment Adviser will elect to use a hedging strategy at a time when it is advisable.
Illiquid Securities Risk
The investments made by the Funds may be illiquid, and consequently the Funds 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 Funds. Illiquidity may result from the absence of an established market for the investments as well as legal, contractual or other restrictions on their resale and other factors. Furthermore, the nature of the Funds’ investments, especially those in financially distressed companies, may require a long holding period prior to profitability.
Industry Concentration Risk
The Funds may focus their investments in instruments of only a few companies. The concentration of the Funds’ portfolio in any one obligor would subject the Funds to a greater degree of risk with respect to defaults by such obligor, and the concentration of the portfolio in any one industry would subject the Funds to a greater degree of risk with respect to economic downturns relating to such industry.
Leverage Risk
Each of the Funds 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 Funds purchase securities with borrowed funds, their 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 Funds’ use of leverage would result in a lower rate of return than if the Funds were not leveraged.
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December 31, 2015 | Highland Funds I |
Non-U.S. Securities and Emerging and Developing Markets Risk
Investments in foreign markets involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, restrictions on repatriation of income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, tariffs and taxes, subject to delays in settlements, and their prices may be more volatile.
The Funds may be subject to capital gains and repatriation taxes imposed by certain countries in which they invest. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based upon net investment income, net realized gains and net unrealized appreciation as income and/or capital gains are earned.
Options Risk
There are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A transaction in options or securities may be unsuccessful to some degree because of market behavior or unexpected events.
When a 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 a 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.
Senior Loans Risk
The risk that the issuer or 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 prevailing interest rates. The Fund’s investments in senior loans are typically below investment grade and are considered speculative because of the credit risk of their issuers.
Short-Selling Risk
Short sales by the Funds 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 Funds 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 Funds may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, a 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.
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December 31, 2015 | Highland Funds I |
Note 9. Investment Transactions
Purchases & Sales of Securities
The cost of purchases and the proceeds from sales of investments, other than short-term securities and short-term options, for the six months ended December 31, 2015, were as follows:
U.S Government | Other Securities | |||||||||||||||
Fund | Purchases | Sales | Purchases | Sales | ||||||||||||
Long/Short Equity Fund | $ | — | $ | — | $ | 1,364,371,048 | $ | 1,337,875,738 | ||||||||
Long/Short Healthcare Fund | — | — | 2,587,072,303 | 2,544,710,058 | ||||||||||||
Floating Rate Opportunities Fund | — | — | 95,338,823 | 287,457,366 | ||||||||||||
Opportunistic Credit Fund | — | — | 32,458,523 | 184,380,717 |
(1) | The Funds did not have any purchases or sales of U.S. Government Securities for the six months ended December 31, 2015. |
Note 10. 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.
The Long/Short Healthcare Fund held at least five percent of the outstanding voting securities of the following companies during the six months ended December 31, 2015:
Market Value | ||||||||||||||||||||||||||||
Issuer | Shares at June 30, 2015 | Shares at December 31, 2015 | June 30, 2015 | December 31, 2015 | Affiliated Income | Purchases | Sales | |||||||||||||||||||||
Minerva Neurosciences, Inc. (Common Stocks)(1) | 1,204,320 | 1,273,470 | $ | 6,985,056 | $ | 7,729,963 | $ | — | $ | 5,957,737 | $ | — | ||||||||||||||||
Streamline Health Solutions, Inc. (Common Stocks)(1) | 252,782 | 1,084,267 | 707,790 | 1,528,817 | — | 2,402,039 | 156,884 | |||||||||||||||||||||
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1,457,102 | 2,357,737 | $ | 7,692,846 | $ | 9,258,780 | $ | — | $ | 8,359,776 | $ | 156,884 | |||||||||||||||||
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The Floating Rate Opportunities Fund held at least five percent of the outstanding voting securities of the following companies during the six months ended December 31, 2015:
Market Value | ||||||||||||||||||||||||||||
Issuer | Shares at June 30, 2015 | Shares at December 31, 2015 | June 30, 2015 | December 31, 2015 | Affiliated Income | Purchases | Sales | |||||||||||||||||||||
Allenby (Common Stocks)(1) | 733,863 | 923,094 | $ | — | $ | — | $ | — | $ | 189,231 | $ | — | ||||||||||||||||
CCS Medical, Inc. (Common Stocks)(1) | 31,353,791 | 31,353,791 | 22,481,474 | 24,808,555 | — | — | ||||||||||||||||||||||
Claymore (Common Stocks)(1) | 2,254,761 | 6,329,267 | — | 6 | 4,074,505 | — | ||||||||||||||||||||||
Endurance Business Media, Inc. (Common Stocks)(1) | 2,251,261 | 2,251,261 | — | — | — | — | — | |||||||||||||||||||||
Las Vegas Land Holdings LLC (Common Stocks)(1) | 70,480 | 70,480 | 4,405 | 4,405 | — | — | — | |||||||||||||||||||||
LLV Holdco, LLC (Common Stocks) | 11,012,331 | 11,294,655 | 5,420,610 | 5,388,875 | 282,324 | — | ||||||||||||||||||||||
Nevada Land Group LLC (Common Stocks)(1) | 8 | 8 | — | — | — | 906,218 | — | |||||||||||||||||||||
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1,396,952 | 34,992 | $ | 26,876,967 | $ | 30,201,842 | $ | — | $ | 5,452,278 | $ | — | |||||||||||||||||
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70 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Note 11. Unfunded Loan Commitments
As of December 31, 2015, the Floating Rate Opportunities Fund had unfunded loan commitments of $2,290,545, which could be extended at the option of the borrower, as detailed below:
Borrower | Unfunded Loan Commitment | Value | Unrealized Appreciation (Depreciation) | |||||||||
CCS Medical, Inc. | $ | 2,290,545 | $ | 2,290,545 | $ | — |
Unfunded loan commitments are marked to market on the relevant day of valuation in accordance with the Fund’s valuation policies. Any applicable unrealized gain/(loss) and unrealized appreciation/(depreciation) on unfunded loan commitments are recorded on the Statement of Assets and Liabilities and the Statement of Operations, respectively. As of December 31, 2015, the Floating Rate Opportunities Fund recognized net discount and unrealized depreciation on unfunded transactions of $0. The net change in unrealized appreciation/(depreciation) on unfunded transactions was $0.
Note 12. Legal Matters
Matters Relating to FRO’s Investment in TOUSA, Inc.
Floating Rate Opportunities Fund (“FRO”) is one of numerous defendants (“Lenders”) that have been named in an adversary proceeding pending in the Bankruptcy Court of the Southern District of Florida (the “Court”). The action, entitled In re Tousa Inc., et al., was filed on July 15, 2008, by the Official Committee of Unsecured Creditors of TOUSA, Inc. and its affiliates (the “Plaintiff”), which are home building companies to which the Lenders loaned money through different lending facilities. Plaintiff alleges that monies used to repay the Lenders should be voided as fraudulent and preferential transfers under the bankruptcy laws. More specifically, Plaintiff alleges that subsidiaries of the home building companies were forced to become co-borrowers and guarantors of the monies used to repay the Lenders, and that the subsidiaries did not receive fair consideration or reasonably equivalent value when they transferred the proceeds to repay the Lenders. Plaintiff seeks to void the transfers and other equitable relief. FRO and other Funds and accounts managed by the Investment Adviser and the other Lenders are named as defendants in two separate lending capacities; first, as lenders in a credit agreement (the “Credit Lenders”); and second, as lenders in a term loan (the “Term Loan Lenders”). The case went to trial, which concluded in August 2009. On October 13, 2009, the Bankruptcy Court ruled for the Plaintiff in the action and ordered the Defendants to return the proceeds received from the payoff of the term loan at par on July 31, 2007. The proceeds
received by FRO totaled $4,000,000. Additionally, the court ordered the Defendants to pay simple interest on the amount returned at an annual rate of 9%. In November 2009, FRO and other Defendants filed appealed the decision from the Bankruptcy Court to the District Court. On December 22, 2009, FRO posted $5,310,479 (“Security”) with the Court. This amount was recorded in the Statement of Assets and Liabilities and the Statement of Operations. On February 11, 2011, the District Court entered an order quashing all liability of the Lenders and declaring the remedies against the Lenders null and void. On May 15, 2012, the Eleventh Circuit Court of Appeal (“Eleventh Circuit”) issued its decision reversing the judgment of the District Court, affirming the liability findings of the Bankruptcy Court, and remanding to the District Court for further proceedings consistent with their opinion. The case was then stayed at the District Court pending the outcome of a series of related US Supreme Court cases which significantly effect on the Tousa action. The last such case was heard by the US Supreme Court case on January 14, 2015. On June 23, 2015, the District Court remanded the case back to the Bankruptcy Court for a report and recommendations regarding the effects of certain settlements on the Plaintiff’s available damages. The Bankruptcy Court heard oral arguments on November 19, 2015, but has not yet issued a ruling. The additional liability and damages issues remain stayed at the District Court until the Bankruptcy Court issues its report. FRO’s posted Security will be released upon a final appellate ruling.
Note 13. Reorganization
Effective July 1, 2014, all assets and liabilities of the Predecessor Fund were acquired by Highland Opportunistic Credit Fund pursuant to an Agreement and Plan of Reorganization dated July 1, 2014 (the “Fund Merger”). In the Fund Merger, shareholders of the Predecessor Fund received Class Z Shares of the Highland Opportunistic Credit Fund in exchange for Common Shares of the Predecessor Fund.
Because the Highland Opportunistic Credit Fund had no investment operations prior to the closing of the Fund Merger, and based on the similarity of the Highland Opportunistic Credit Fund to the Predecessor Fund, the Predecessor Fund is treated as the survivor of the Fund Merger for accounting and performance reporting purposes. Accordingly, all performance and other information shown for the Highland Opportunistic Credit Fund for periods prior to July 1, 2014 is that of the Predecessor Fund. Mr. James Dondero, the current portfolio manager of the Opportunistic Credit Fund, also served as the portfolio manager of the Predecessor Fund since its inception on May 18, 2005.
Semi-Annual Report | 71 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Note 14. Changes of Independent Registered Public Accounting Firms
The Funds have selected KPMG, LLP (“KPMG”) to serve as the Funds’ independent registered public accounting firm for the Funds’ fiscal year ended June 30, 2016. The decision to select KPMG was recommended by the Funds’ Audit Committee and approved by the Board on September 11, 2015. With respect to the Funds’ fiscal years ended June 30, 2014 and June 30, 2015, for which PricewaterhouseCoopers, LLP (“PwC”) served as the Funds’ independent registered public accounting firm, neither the Funds, nor anyone on their behalf, consulted with KPMG on items which: (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Funds’ financial statements; or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(iv) of said Item 304). The selection of KPMG does not reflect any disagreements with or dissatisfaction by the Funds or the Board with the performance of PwC. The decision not to renew the engagement of PwC, effective upon its completion of its audit for the fiscal years ended June 30, 2015, and to select KPMG was recommended by the Funds’ Audit Committee and approved by the Board. PwC’s report on the Funds’ financial statements for the fiscal years ended June 30, 2014 and June 30, 2015 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. With respect to Funds’ fiscal years ended June 30, 2014, and June 30, 2015, (i) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Funds’ financial statements for such years; and (ii) there were no “reportable events” of the kind described in Item 304(a)(1)(v) of Regulation S-K.
Note 15. New Accounting Pronouncements
In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02 regarding “Consolidation (Topic 810): Amendments to the Consolidation Analysis”. The amendments in this update are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. ASU No. 2015-02 will modify the evaluation of limited partnerships and similar legal entities as variable interest entities (VIEs). This update will eliminate the presumption that a general partner should
consolidate a limited partnership. This update also affects the consolidation analysis of reporting entities that are involved with VIEs. The update also provides a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements similar to Rule 2a-7 of the investment Company Act of 1940 for registered money market funds.
In April 2015, FASB issued ASU No. 2015-03 regarding “Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-03 will simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments.
In May 2015, FASB issued ASU No. 2015-07 regarding “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share”. The amendments in this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-07 will eliminate the requirement to categorize investments in the fair value hierarchy if their fair value is measured at NAV per share (or its equivalent) using the practical expedient in the FASB’s fair value measurement guidance.
At this time management is evaluating the implications of these ASU’s and their impact on the financial statement disclosures has not yet been determined.
Note 16. Subsequent Events
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued, and has determined that there were no subsequent events.
72 | Semi-Annual Report |
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ADDITIONAL INFORMATION (unaudited)
December 31, 2015 | Highland Funds I |
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 Funds 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 Funds, 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 Funds 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 Funds and such other accounts. The Investment Adviser also may aggregate orders to purchase and sell securities for the Funds 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 Funds, in some cases these activities may adversely affect the price paid or received by the Funds or the size of the position obtained or disposed of by the Funds.
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees; and (2) ongoing costs, including management fees; distribution (12b-1) and service fees; and other Fund expenses. This example is intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the six-month period July 1, 2015 through December 31, 2015, unless otherwise indicated.
This table illustrates your Fund’s costs in two ways:
Actual Expenses: The first part of the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes: The second part of the table provides information about hypothetical account values and hypothetical expenses based on your Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The actual expense ratio includes voluntary fee waivers or expense reimbursements by the Fund’s investment adviser. The expense ratio would be higher had the fee waivers or expense reimbursements not been in effect. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees. Therefore, the second part of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Semi-Annual Report | 73 |
Table of Contents
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Beginning Account Value 7/1/2015 | Ending Account Value 12/31/2015 | Annualized Expense Ratio(1) | Expenses Paid During the Period(2) | Actual Returns for Period | ||||||||||||||||
Long/Short Equity Fund | ||||||||||||||||||||
Actual Fund Return | ||||||||||||||||||||
Class A | $ | 1,000.00 | $ | 964.00 | 2.34 | % | $ | 11.55 | -3.60 | % | ||||||||||
Class C | 1,000.00 | 961.00 | 3.00 | % | 14.79 | -3.90 | % | |||||||||||||
Class Z | 1,000.00 | 965.90 | 1.99 | % | 9.83 | -3.41 | % | |||||||||||||
Hypothetical | ||||||||||||||||||||
Class A | $ | 1,000.00 | $ | 1,013.37 | 2.34 | % | $ | 11.84 | 5.00 | % | ||||||||||
Class C | 1,000.00 | 1,010.05 | 3.00 | % | 15.16 | 5.00 | % | |||||||||||||
Class Z | 1,000.00 | 1,015.13 | 1.99 | % | 10.08 | 5.00 | % | |||||||||||||
Long/Short Healthcare Fund | ||||||||||||||||||||
Actual Fund Return | ||||||||||||||||||||
Class A | $ | 1,000.00 | $ | 850.90 | 2.48 | % | $ | 11.54 | -14.91 | % | ||||||||||
Class C | 1,000.00 | 848.30 | 3.14 | % | 14.59 | -15.17 | % | |||||||||||||
Class Z | 1,000.00 | 852.50 | 2.12 | % | 9.87 | -14.75 | % | |||||||||||||
Hypothetical | ||||||||||||||||||||
Class A | $ | 1,000.00 | $ | 1,012.67 | 2.48 | % | $ | 12.55 | 5.00 | % | ||||||||||
Class C | 1,000.00 | 1,009.35 | 3.14 | % | 15.86 | 5.00 | % | |||||||||||||
Class Z | 1,000.00 | 1,014.48 | 2.12 | % | 10.74 | 5.00 | % | |||||||||||||
Floating Rate Opportunities Fund | ||||||||||||||||||||
Actual Fund Return | ||||||||||||||||||||
Class A | $ | 1,000.00 | $ | 907.80 | 1.48 | % | $ | 7.10 | -9.22 | % | ||||||||||
Class C | 1,000.00 | 904.20 | 1.98 | % | 9.48 | -9.58 | % | |||||||||||||
Class Z | 1,000.00 | 909.30 | 1.13 | % | 5.42 | -9.07 | % | |||||||||||||
Hypothetical | ||||||||||||||||||||
Class A | $ | 1,000.00 | $ | 1,017.70 | 1.48 | % | $ | 7.51 | 5.00 | % | ||||||||||
Class C | 1,000.00 | 1,015.18 | 1.98 | % | 10.03 | 5.00 | % | |||||||||||||
Class Z | 1,000.00 | 1,019.46 | 1.13 | % | 5.74 | 5.00 | % | |||||||||||||
Opportunistic Credit Fund | ||||||||||||||||||||
Actual Fund Return | ||||||||||||||||||||
Class A | $ | 1,000.00 | $ | 735.20 | 1.54 | % | $ | 6.72 | -26.48 | % | ||||||||||
Class C | 1,000.00 | 732.70 | 2.04 | % | 8.89 | -26.73 | % | |||||||||||||
Class Z | 1,000.00 | 737.50 | 1.19 | % | 5.20 | -26.25 | % | |||||||||||||
Hypothetical | ||||||||||||||||||||
Class A | $ | 1,000.00 | $ | 1,017.39 | 1.54 | % | $ | 7.81 | 5.00 | % | ||||||||||
Class C | 1,000.00 | 1,014.88 | 2.04 | % | 10.33 | 5.00 | % | |||||||||||||
Class Z | 1,000.00 | 1,019.15 | 1.19 | % | 6.04 | 5.00 | % |
(1) | Annualized, based on the Fund’s most recent fiscal half-year expenses, including dividends on short positions and interest expenses, if any. |
(2) | Expenses are equal to the Fund’s annualized expense ratio including interest expense and dividends on short positions, if any, multiplied by the average account value over the period, multiplied by the number of days in the fiscal half-year, then divided by 365. |
74 | Semi-Annual Report |
Table of Contents
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Approval of Highland Funds I Investment Advisory Agreements
The Trust has retained the Investment Adviser to manage the assets of each Fund pursuant to investment advisory agreements between the Investment Adviser and each such Fund (the “Advisory Agreements”). The Advisory Agreements have been approved by the Funds’ Board of Trustees, including a majority of the Independent Trustees.
Each of the Advisory Agreements 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.
At a meeting held on August 27, 2015, the Board of Trustees gave preliminary consideration to information bearing on the continuation of the Advisory Agreements, for a one-year period commencing November 1, 2015, with respect to each Fund. The primary purpose of the meeting was to ensure that the Trustees had ample opportunity to consider matters they deemed relevant in evaluating the continuation of the Advisory Agreements, and to request any additional information they considered reasonably necessary to their deliberations.
At a meeting held on September 10-11, 2015, the Board of Trustees, including the Independent Trustees, approved the continuance of the Advisory Agreements for a one-year period commencing on November 1, 2015.
As part of its review process, the Board of Trustees requested, through its independent legal counsel, and received from the Investment Adviser, various information and written materials in connection with meetings of the Board of Trustees held on August 27, 2015 and September 10-11, 2015, including: (1) information regarding the financial soundness of the Investment Adviser and the profitability of the Advisory Agreements to the Investment Adviser; (2) information on the advisory and compliance personnel of the Investment Adviser, including compensation arrangements for portfolio managers; (3) information on the internal compliance procedures of the Investment Adviser; (4) comparative information showing how the Funds ’ fees and operating expenses compare to those of other registered investment companies and comparable funds that follow investment strategies similar to those of the Funds; (5) information on the investment performance of the Funds, including comparisons of the Funds’ performance against that of other registered investment companies and comparable funds that follow investment strategies similar to those of the Funds; (6) information regarding brokerage and portfolio
transactions; and (7) information on any legal proceedings or regulatory audits or investigations affecting the Investment Adviser. The Trustees also relied on information provided at periodic meetings of the Board of Trustees over the course of the year. In addition, the Trustees received an independent report from Morningstar Associates, LLC (“Morningstar”), an independent source of investment company data, relating to the Long/Short Equity Fund’s, Long/Short Healthcare Fund’s, Floating Rate Opportunities Fund’s and Opportunistic Credit 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 reviewed various factors discussed in independent counsel’s legal memoranda, the detailed information provided by the Investment Adviser and other relevant information and factors. The Trustees’ conclusions as to the approval of the Advisory Agreements 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 Advisory Agreements and the activities related to portfolio management, including use of technology, research capabilities, and investment management staff. The Board of Trustees discussed the relevant experience and qualifications of the personnel providing advisory services, including the background and experience of the members of each Fund’s portfolio management team and portfolio manager compensation arrangements. 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. The Trustees concluded that the Investment Adviser had the quality and depth of personnel and investment methods essential to performing its duties under the Advisory Agreements, and that the nature and the quality of such advisory services were satisfactory.
The Investment Adviser’s historical performance in managing the Funds
With respect to the Advisory Agreements being considered for renewal, the Board of Trustees reviewed the historical performance of the Investment Adviser and the Funds’
Semi-Annual Report | 75 |
Table of Contents
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | Highland Funds I |
portfolio management teams in managing the Funds over various time periods and reflected on previous discussions regarding matters bearing on the Investment Adviser’s performance at their meetings throughout the year. With respect to the Funds, the Trustees discussed relative performance and contrasted the performance of the Funds and their respective portfolio management teams to that of the Funds ’ peers, as represented by certain other registered investment companies that follow investment strategies similar to the Funds as well as comparable indices and the relevant Morningstar category.
The Board of Trustees considered that, with respect to the Long/Short Equity Fund’s performance, the Long/Short Equity Fund had trailed its benchmark, the Standard & Poor’s 500 Index, but outperformed the Morningstar peer group and category median for the one-year period ended June 30, 2015 and trailed its benchmark but matched the returns of its peer group median for the 3- and 5-year periods ended June 30, 2015. The Fund outperformed its category median for the 3-year period and trailed its category median for the 5-year period. The Board of Trustees also took into account management’s discussion of the Long/Short Equity Fund’s performance.
With respect to the Long/Short Healthcare Fund’s performance, the Board of Trustees considered that the Long/Short Healthcare Fund had outperformed the Morningstar peer group and category median for the one-, three- and five-year periods ended June 30, 2015. The Long/Short Healthcare Fund outperformed its benchmark, the Standard & Poor’s 500 Index, for the one-year period and underperformed its benchmark for the three- and five-year periods. The Board of Trustees also took into account management’s discussion of the Long/Short Healthcare Fund’s performance.
With respect to the Floating Rate Opportunities Fund’s performance, the Board of Trustees considered that the Floating Rate Opportunities Fund had outperformed the Morningstar peer group, category median and its benchmark, the Credit Suisse Leveraged Loan USD Index, for the three- and five-year periods ended June 30, 2015. The Board of Trustees further considered that the Floating Rate Opportunities Fund had underperformed the Morningstar peer group, category median and its benchmark for the one- and ten-year periods ended June 30, 2015. The Board of Trustees also took into account management’s discussion of the Floating Rate Opportunities Fund’s performance.
With respect to the Opportunistic Credit Fund’s performance, the Board of Trustees considered that the Opportunistic Credit Fund had outperformed the Morningstar peer group, category median and its benchmark, the Credit Suisse Leveraged Loan USD Index, for the three-, five- and
ten-year periods ended June 30, 2015. The Board of Trustees further considered that the Opportunistic Credit Fund had underperformed the Morningstar peer group, category median and its benchmark for the one-year period ended June 30, 2015. The Board of Trustees also took into account management’s discussion of the Opportunistic Credit Fund’s performance.
In the case of each Fund that had performance that lagged, as applicable, that of its Morningstar peer group median, category median and/or benchmark for certain periods, the Trustees concluded that underperformance was attributable, to a significant extent, to investment decisions (such as security selection or sector allocation) by the Investment Adviser that was reasonable under the circumstances prevailing at the time and consistent with the applicable Fund’s investment objective and policies.
With respect to each Fund, the Trustees concluded that the Fund’s performance and other relevant factors supported the renewal of the Advisory Agreement relating to that Fund.
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 the relationship with the Funds
The Board of Trustees also gave substantial consideration to the fees payable under the Advisory Agreements, the expenses that the Investment Adviser incurs in providing advisory services and the profitability to the Investment Adviser of managing the Funds, 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 whether such fees are appropriate given economies of scale and other considerations; (3) comparative information showing (a) the fees payable under the Advisory Agreements versus the investment advisory fees of certain registered investment companies and comparable funds that follow investment strategies similar to those of the Funds and (b) the expense ratios of the Funds versus the expense ratios of certain registered investment companies and comparable funds that follow investment strategies similar to those of the Funds; 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 to the Funds 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 Funds, such as the reputational value of serving as Investment Adviser to the Funds, potential fees paid to the Investment Adviser’s affiliates by a Fund or
76 | Semi-Annual Report |
Table of Contents
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | Highland Funds I |
portfolio companies for services provided, including administrative services provided to the Funds by the Investment Adviser pursuant to separate agreements, the benefits of scale from investment by the Funds in affiliated funds and the benefits of research made available to the Investment Adviser by reason of brokerage commissions (if any) generated by the Funds ’ securities transactions.
The Board of Trustees considered that, after accounting for the Investment Adviser’s waiver of 1.25% of its total management fee, the Long/Short Equity Fund’s actual management fee was lower than its Morningstar peer group median and category median. The Board of Trustees noted that the period for which the Investment Adviser had agreed to waive 1.25% of its total management fee was through at least October 31, 2016 and that the waiver may not be terminated prior to this date without the action or consent of the Board of Trustees. The Board of Trustees also considered that the Long/Short Equity Fund’s net expenses were the same as its Morningstar category median and above its Morningstar peer group.
The Board of Trustees considered that the Long/Short Healthcare Fund’s management fee was below both its Morningstar peer group median and category median. The Board of Trustees also considered that the Long/Short Healthcare Fund’s net expenses were below its Morningstar peer group and category median. The Board of Trustees considered that the Floating Rate Opportunities Fund’s management fee was higher than its Morningstar peer group and category median. The Board of Trustees noted that, among other expenses, expenses relating to the Floating Rate Opportunities Fund’s use of leverage contributed to the Fund’s total expense ratio being above its Morningstar peer group and category median. The Board of Trustees further noted that the Investment Adviser had agreed to waive fees and/or reimburse expenses to cap the total annual fund operating expense to 0.95% of the average daily net assets of the Floating Rate Opportunities Fund through at least October 31, 2016 and that this waiver may not be terminated prior to this date without the action or consent of the Board of Trustees. The Board of Trustees also considered that the Floating Rate Opportunities Fund’s net expenses were above its Morningstar peer group and category median.
The Board of Trustees considered that the Opportunistic Credit Fund’s contractual management fee was above its Morningstar peer group and category median. The Board of Trustees noted that the Investment Adviser had agreed to waive fees and/or reimburse expenses to cap the total annual fund operating expense to 0.90% of the average daily net assets of the Opportunistic Credit Fund through at least October 31, 2016, and that this waiver may not be terminated prior to this date without the action or consent
of the Board of Trustees. The Board of Trustees further noted that the Opportunistic Credit Fund’s net expenses were below its Morningstar peer group and category median.
After such review, the Trustees determined that the anticipated profitability to the Investment Adviser of the Advisory Agreements was 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 each 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 Funds over time and historical net expenses relative to asset levels, the information provided by the Investment Adviser relating to its 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 Board of Trustees noted that the fee schedule for the Floating Rate Opportunities Fund contained breakpoints that reduce the fee rate above specified asset levels. The Board of Trustees also noted those Funds that did not contain breakpoints in the advisory fee schedules and took into account management’s discussion of the same. The Trustees concluded that the fee structures are reasonable, and appropriately should result in a sharing of economies of scale in view of the information provided by the Investment Advisers. 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 the Funds on the other. The Board of Trustees also requested that the Investment Adviser consider ways in which economies of scale can be shared with Fund shareholders.
Conclusion
Following a further discussion of the factors above and the merits of the Advisory Agreements and their various provisions, it was noted that in considering the approval of the Advisory Agreements, 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 Advisory Agreements, including the advisory fees to be paid to the Investment Adviser, are fair and reasonable to the Funds in light of the services that the Investment Adviser provides, the expenses that it incurs and the reasonably foreseeable asset levels of the Funds.
Semi-Annual Report | 77 |
Table of Contents
Highland Funds
c/o BFDS
30 Dan Road
Canton, MA 02021-2809
Highland Funds I | Semi-Annual Report, December 31, 2015 |
www.highlandfunds.com | HFI-SAR-1215 |
Table of Contents
Highland Funds I
Highland/iBoxx Senior Loan ETF
Highland HFR Global ETF
Highland HFR Event-Driven ETF
Highland HFR Equity Hedge ETF
Semi-Annual Report
December 31, 2015
Table of Contents
Highland Funds I
Highland/iBoxx Senior Loan ETF
Highland HFR Global ETF
Highland HFR Event-Driven ETF
Highland HFR Equity Hedge ETF
1 | ||||
5 | ||||
6 | ||||
16 | ||||
17 | ||||
18 | ||||
22 | ||||
26 | ||||
37 | ||||
37 | ||||
38 | ||||
41 |
Economic and market conditions change frequently.
There is no assurance that the trends described in this report will continue or commence.
A prospectus must precede or accompany this report. Please read the prospectus carefully before you invest.
Table of Contents
Highland/iBoxx Senior Loan ETF |
Objective
Highland/iBoxx Senior Loan ETF seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Markit iBoxx USD Liquid Leveraged Loan Index.
Net Assets as of December 31, 2015
$294.3 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of Highland/iBoxx Senior Loan ETF at the end of the reporting period.
Quality Breakdown as of 12/31/15 (%)* | ||||
BBB | 1.2 | |||
BB | 35.6 | |||
B | 55.9 | |||
CCC | 4.9 | |||
Not Rated | 2.4 |
Top 5 Sectors as of 12/31/15 (%)* | ||||
Service | 13.2 | |||
Media/Telecommunications | 13.0 | |||
Healthcare | 12.0 | |||
Information Technology | 10.6 | |||
Retail | 8.8 |
Top 10 Holdings as of 12/31/15 (%)* | ||||
Albertson’s LLC (Term B-4 Loan) | 2.2 | |||
Avago Technologies Cayman Ltd. (Term Loan) | 2.2 | |||
DaVita HealthCare Partners, Inc. (Tranche B Term Loan) | 2.0 | |||
Hilton Worldwide Finance (Initial Term Loan) | 2.0 | |||
FMG Resources (August 2006) (FMG America Finance, Inc.) | 1.9 | |||
PetSmart, Inc. (Tranche B-1 Loan) | 1.8 | |||
Univision Communications, Inc. (Replacement First-Lien Term Loan) | 1.8 | |||
Grifols Worldwide Operations Limited (U.S. Tranche B Term Loam) | 1.8 | |||
Delta 2 (Lux) S.a r.l (Facility B3 (USD)) | 1.7 | |||
Avago Technologies Cayman Ltd. (Term Loan B) | 1.7 |
The Fund is non-diversified and may invest a larger portion of its assets in the securities of fewer issuers than if the Fund were diversified.
Please refer to Note 7, Disclosure of Significant Risks and Contingencies, for more information.
* | Quality is calculated as a percentage of total senior loans. Sectors and holdings are calculated as a percentage of total net assets. The quality ratings reflected were issued by Standard & Poor’s, a nationally recognized statistical rating organization. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Quality ratings reflect the credit quality of the underlying bonds in the Fund’s portfolio and not that of the Fund itself. Credit quality ratings assigned by a rating agency are subjective opinions, not statements of fact, and are subject to change, including daily. The ratings assigned by credit rating agencies are but one of the considerations that the Fund’s investment adviser incorporates into its credit analysis process, along with such other issuer-specific factors as cash flows, capital structure and leverage ratios, ability to de-leverage through free cash flow, quality of management, market positioning and access to capital, as well as such security-specific factors as the terms of the security (e.g., interest rate, and time to maturity) and the amount of any collateral. Quality Ratings are subject to change. |
Semi-Annual Report | 1 |
Table of Contents
FUND PROFILE (unaudited)
Highland HFR Global ETF |
Objective
Highland HFR Global ETF seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the HFRL Global Index.
Net Assets as of December 31, 2015
$9.4 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of Highland HFR Global ETF at the end of the reporting period.
Sectors as of 12/31/2015 (%)(1) | Long Exposure | Short Exposure | Net Exposure | |||||||||
Financials | 13.9 | — | 13.9 | |||||||||
Industrials | 13.8 | (1.1 | ) | 12.7 | ||||||||
Health Care | 13.3 | (1.4 | ) | 11.9 | ||||||||
Consumer Discretionary | 8.3 | (2.5 | ) | 5.8 | ||||||||
Materials | 4.7 | — | 4.7 | |||||||||
Consumer Staples | 5.6 | (1.4 | ) | 4.2 | ||||||||
Information Technology | 5.2 | (1.6 | ) | 3.6 | ||||||||
Telecommunication Services | 2.8 | — | 2.8 | |||||||||
Energy | — | (1.9 | ) | (1.9 | ) | |||||||
Exchange Traded Funds | 10.3 | (19.2 | ) | (8.9 | ) |
Top 5 Holdings as of 12/31/15 (%)(1) Long Securities | Short Securities | |||||||||
HD Supply, Inc (Corporate Bond) | 3.8 | SPDR S&P 500 ETF Trust (Exchange Traded Fund) | (6.2 | ) | ||||||
Rite Aid Corp. (Corporate Bond) | 2.6 | iShares Nasdaq Biotechnology ETF (Exchange Traded Fund) | (1.6 | ) | ||||||
Powershares QQQ Trust Series 1 (Exchange Traded Fund) | 2.3 | SPDR Gold Shares (Exchange Traded Fund) | (1.5 | ) | ||||||
US Foods, Inc (Corporate Bond) | 2.2 | iShares Russell 2000 ETF (Exchange Traded Fund) | (1.5 | ) | ||||||
American International Group, Inc (Common Stock) | 2.1 | Industrial Select Sector SPDR Fund (Exchange Traded Fund) | (1.4 | ) |
The Fund’s investment activities, such as short sales, which theoretically involve unlimited loss potential, involve a significant degree of risk. The Fund is non-diversified and may invest a larger portion of its assets in the securities of fewer issuers than if the Fund were diversified.
Please refer to Note 7, Disclosure of Significant Risks and Contingencies, for more information.
(1) | Long and short sector exposure and holdings are calculated as a percentage of total net assets. |
2 | Semi-Annual Report |
Table of Contents
FUND PROFILE (unaudited)
Highland HFR Event-Driven ETF |
Objective
Highland HFR Event-Driven ETF seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the HFRL Event-Driven Index.
Net Assets as of December 31, 2015
$9.7 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of Highland HFR Event-Driven ETF at the end of the reporting period.
Sectors as of 12/31/2015 (%)(1) | Long Exposure | Short Exposure | Net Exposure | |||||||||
Consumer Discretionary | 24.8 | (4.2 | ) | 20.6 | ||||||||
Consumer Staples | 2.1 | (2.0 | ) | 0.1 | ||||||||
Energy | 4.9 | (2.0 | ) | 2.9 | ||||||||
Financials | 10.4 | — | 10.4 | |||||||||
Health Care | 14.8 | (3.6 | ) | 11.2 | ||||||||
Industrials | 9.9 | (0.5 | ) | 9.4 | ||||||||
Information Technology | 9.2 | (1.7 | ) | 7.5 | ||||||||
Materials | 13.6 | — | 13.6 | |||||||||
Telecommunication Services | 4.0 | — | 4.0 | |||||||||
Exchange Traded Funds | — | (17.2 | ) | (17.2 | ) |
Top 5 Holdings as of 12/31/15 (%)(1) Long Securities | Short Securities | |||||||||
Time Warner Cable, Inc (Common Stock) | 4.7 | SPDR S&P 500 ETF Trust (Exchange Traded Fund) | (14.0 | ) | ||||||
Precision Castparts Corp. (Common Stock) | 3.9 | Charter Communications, Inc (Common Stock) | (2.5 | ) | ||||||
VEREIT, Inc (Common Stock) | 3.4 | Mylan NV (Common Stock) | (2.5 | ) | ||||||
Perrigo Co. (Common Stock) | 3.1 | Alibaba Group Holding Ltd. (Foreign Common Stock) | (1.7 | ) | ||||||
Akorn, Inc (Common Stock) | 3.0 | Sirius XM Holdings, Inc (Common Stock) | (1.7 | ) |
The Fund’s investment activities, such as short sales, which theoretically involve unlimited loss potential, involve a significant degree of risk. The Fund is non-diversified and may invest a larger portion of its assets in the securities of fewer issuers than if the Fund were diversified.
Please refer to Note 7, Disclosure of Significant Risks and Contingencies, for more information.
(1) | Long and short sector exposure and holdings are calculated as a percentage of total net assets. |
Semi-Annual Report | 3 |
Table of Contents
FUND PROFILE (unaudited)
Highland HFR Equity Hedge ETF |
Objective
Highland HFR Equity Hedge ETF seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the HFRL Equity Hedge Index.
Net Assets as of December 31, 2015
$9.5 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of Highland HFR Equity Hedge ETF at the end of the reporting period.
Sectors as of 12/31/2015 (%)(1) | Long Exposure | Short Exposure | Net Exposure | |||||||||
Consumer Discretionary | 10.4 | (2.2 | ) | 8.2 | ||||||||
Consumer Staples | 1.4 | — | 1.4 | |||||||||
Energy | 1.6 | — | 1.6 | |||||||||
Financials | 11.8 | (0.2 | ) | 11.6 | ||||||||
Health Care | 11.8 | (0.7 | ) | 11.1 | ||||||||
Industrials | 11.3 | (2.9 | ) | 8.4 | ||||||||
Information Technology | 12.0 | — | 12.0 | |||||||||
Materials | 1.6 | — | 1.6 | |||||||||
Telecommunication Services | 0.7 | — | 0.7 | |||||||||
Exchange Traded Funds | 1.5 | (19.6 | ) | (18.1 | ) |
Top 5 Holdings as of 12/31/15 (%)(1) Long Securities | Short Securities | |||||||||
Alphabet, Inc, Cl A (Common Stock) | 2.8 | SPDR S&P 500 ETF Trust (Exchange Traded Fund) | (7.1 | ) | ||||||
Allergan (Common Stock) | 2.5 | iShares Russell 2000 ETF (Exchange Traded Fund) | (3.4 | ) | ||||||
ManTech International Corp. (Common Stock) | 2.1 | iShares Nasdaq Biotechnology ETF (Exchange Traded Fund) | (3.1 | ) | ||||||
Hilltop Holdings, Inc (Common Stock) | 1.9 | Expedia, Inc (Common Stock) | (2.2 | ) | ||||||
General Motors Co. (Common Stock) | 1.7 | iShares Core S&P Small-Capital ETF (Exchange Traded Fund) | (2.0 | ) |
The Fund’s investment activities, such as short sales, which theoretically involve unlimited loss potential, involve a significant degree of risk. The Fund is non-diversified and may invest a larger portion of its assets in the securities of fewer issuers than if the Fund were diversified.
Please refer to Note 7, Disclosure of Significant Risks and Contingencies, for more information.
(1) | Long and short sector exposure and holdings are calculated as a percentage of total net assets. |
4 | Semi-Annual Report |
Table of Contents
December 31, 2015 |
A guide to understanding each Fund’s financial statements
Investment Portfolio | The Investment Portfolio details each Fund’s holdings and their 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 each 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 a Fund’s liabilities (including any unpaid expenses) from the total of the Fund’s investment and non-investment 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 each Fund and the expenses incurred by each 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 each 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. | |
Financial Highlights | The Financial Highlights demonstrate how each Fund’s net asset value per share was affected by the Fund’s operating results. The Financial Highlights also disclose the class’ 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 Funds, certain of their 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. |
Semi-Annual Report | 5 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited)
As of December 31, 2015 | Highland/iBoxx Senior Loan ETF |
Principal Amount ($) | Value ($) | |||||||
| US Senior Loans (a) - 77.1% |
| ||||||
AEROSPACE - 1.7% | ||||||||
3,561,828 | TransDigm, Inc. | 3,483,663 | ||||||
1,487,425 | TransDigm Inc. | 1,453,162 | ||||||
|
| |||||||
4,936,825 | ||||||||
|
| |||||||
AUTOMOTIVE - 2.4% | ||||||||
2,984,772 | Allison Transmission, Inc. | 2,970,788 | ||||||
4,198,741 | Gates Global, LLC | 3,949,797 | ||||||
|
| |||||||
6,920,585 | ||||||||
|
| |||||||
BROADCASTING - 4.7% | ||||||||
1,957,368 | Charter Communications Operating, LLC | 1,925,972 | ||||||
1,948,651 | Charter Communications Operating, LLC | 1,914,062 | ||||||
7,000,000 | iHeartCommunications, Inc. | 4,925,025 | ||||||
2,000,000 | iHeartCommunications, Inc. | 1,406,000 | ||||||
1,990,471 | Numericable U.S., LLC | 1,922,427 | ||||||
1,722,029 | Numericable U.S., LLC Dollar Denominated Tranche B-2 Loan, | 1,663,161 | ||||||
|
| |||||||
13,756,647 | ||||||||
|
| |||||||
CHEMICALS - 1.8% | ||||||||
3,159,111 | Axalta Coating Systems U.S. Holdings, Inc. | 3,134,991 | ||||||
315,000 | Macdermid, Incorporated | 305,493 | ||||||
1,979,592 | PQ Corporation 2014 | 1,967,526 | ||||||
|
| |||||||
5,408,010 | ||||||||
|
| |||||||
ENERGY - 0.2% | ||||||||
992,386 | Peabody Energy Corporation | 476,345 | ||||||
|
| |||||||
FINANCIAL - 1.1% | ||||||||
3,297,612 | Hub International Limited | 3,121,404 | ||||||
|
| |||||||
FOOD & DRUG - 3.6% | ||||||||
2,237,478 | Albertson’s LLC | 2,233,283 |
Principal Amount ($) | Value ($) | |||||||
FOOD & DRUG (continued) | ||||||||
6,452,494 | Albertson’s LLC | 6,408,972 | ||||||
2,013,954 | Supervalu, Inc. | 1,990,250 | ||||||
|
| |||||||
10,632,505 | ||||||||
|
| |||||||
FOOD/TOBACCO - 0.6% | ||||||||
1,213,987 | Pinnacle Foods Finance, LLC | 1,197,040 | ||||||
489,362 | Pinnacle Foods Finance, LLC | 482,480 | ||||||
|
| |||||||
1,679,520 | ||||||||
|
| |||||||
FOREST PRODUCTS/CONTAINERS - 2.4% | ||||||||
1,959,710 | Berry Plastics Corporation | 1,926,973 | ||||||
1,593,663 | Berry Plastics Corporation | 1,573,846 | ||||||
3,531,028 | Reynolds Group Holdings, Inc. | 3,502,709 | ||||||
|
| |||||||
7,003,528 | ||||||||
|
| |||||||
GAMING/LEISURE - 6.1% | ||||||||
1,348,247 | Boyd Gaming Corporation | 1,343,913 | ||||||
5,829,361 | Hilton Worldwide Finance Initial | 5,826,038 | ||||||
3,446,108 | Las Vegas Sands, LLC | 3,417,247 | ||||||
2,713,133 | MGM Resorts International | 2,681,485 | ||||||
477,455 | Mohegan Tribal Gaming Authority | 468,247 | ||||||
2,480,788 | Station Casinos, LLC | 2,436,605 | ||||||
1,972,882 | WMG Acquisitions Corporation | 1,875,471 | ||||||
|
| |||||||
18,049,006 | ||||||||
|
| |||||||
HEALTHCARE - 7.9% | ||||||||
1,488,665 | AmSurg Corp. | 1,478,006 | ||||||
1,990,000 | CHS/Community Health Systems, Inc. | 1,962,996 | ||||||
5,926,084 | DaVita HealthCare Partners, Inc. | 5,913,728 | ||||||
3,684,136 | HCA, Inc. | 3,684,154 | ||||||
2,998,029 | HCA, Inc. | 2,998,224 | ||||||
3,473,418 | Kinetic Concepts, Inc. | 3,359,073 |
6 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland/iBoxx Senior Loan ETF |
Principal Amount ($) | Value ($) | |||||||
| US Senior Loans (continued) |
| ||||||
HEALTHCARE (continued) | ||||||||
815,574 | Life Time Fitness, Inc. | 797,228 | ||||||
2,884,440 | MPH Acquisition Holdings, LLC | 2,814,737 | ||||||
294,324 | Surgery Center Holdings, Inc. | 291,625 | ||||||
|
| |||||||
23,299,771 | ||||||||
|
| |||||||
INFORMATION TECHNOLOGY - 6.7% | ||||||||
476,114 | Applied Systems, Inc. | 468,378 | ||||||
2,546,985 | CDW, LLC | 2,490,633 | ||||||
1,520,923 | Dell International, LLC | 1,516,170 | ||||||
4,232,126 | Infor (US), Inc. | 3,984,377 | ||||||
3,467,487 | Scientific Games International, Inc. | 3,172,127 | ||||||
3,482,233 | Scientific Games International, Inc. | 3,196,812 | ||||||
1,402,364 | SS&C Technologies Holdings, Inc. | 1,394,623 | ||||||
3,429,390 | Zebra Technologies Corporation | 3,438,135 | ||||||
|
| |||||||
19,661,255 | ||||||||
|
| |||||||
MANUFACTURING - 2.0% | ||||||||
2,945,442 | Gardner Denver, Inc. | 2,660,471 | ||||||
2,977,157 | Rexnord, LLC/RBS Global, Inc. | 2,893,440 | ||||||
491,250 | Southwire Company, LLC | 481,732 | ||||||
|
| |||||||
6,035,643 | ||||||||
|
| |||||||
MEDIA/TELECOMMUNICATIONS - 8.7% | ||||||||
1,227,400 | Affinion Group, Inc. | 1,132,718 | ||||||
489,956 | AMC Entertainment, Inc. | 490,348 | ||||||
1,642,552 | Cequel Communications, LLC | 1,619,967 | ||||||
389,000 | Fairpoint Communications, Inc. | 387,541 | ||||||
3,000,959 | Getty Images, Inc. | 1,905,609 | ||||||
1,726,836 | Go Daddy Operating Company, LLC | 1,718,685 | ||||||
1,492,500 | Regal Cinemas Corporation | 1,491,030 |
Principal Amount ($) | Value ($) | |||||||
MEDIA/TELECOMMUNICATIONS (continued) | ||||||||
2,218,719 | SBA Senior Finance II, LLC | 2,177,905 | ||||||
1,710,856 | Univision Communications, Inc. | 1,676,947 | ||||||
5,300,739 | Univision Communications, Inc. | 5,197,375 | ||||||
3,000,000 | Virgin Media Investment Holdings Limited F Facility, 3.500%, 06/30/23 | 2,942,115 | ||||||
1,989,975 | WideOpenWest Finance, LLC | 1,923,440 | ||||||
3,040,165 | Zayo Group, LLC | 2,996,721 | ||||||
|
| |||||||
25,660,401 | ||||||||
|
| |||||||
RETAIL - 8.8% | ||||||||
1,947,565 | Academy, Ltd. | 1,883,860 | ||||||
2,459,356 | BJ’s Wholesale Club | 2,364,056 | ||||||
957,155 | Burlington Coat Factory Warehouse Corporation | 947,583 | ||||||
2,493,750 | Dollar Tree, Inc. | 2,490,645 | ||||||
2,352,941 | Dollar Tree, Inc. | 2,343,388 | ||||||
997,468 | J. Crew Group, Inc. | 649,851 | ||||||
4,920,778 | JC Penney Corporation, Inc. | 4,846,967 | ||||||
4,932,258 | Neiman Marcus Group, Inc. | 4,379,944 | ||||||
5,486,216 | PetSmart, Inc. | 5,355,232 | ||||||
527,648 | PVH Corp. | 531,418 | ||||||
|
| |||||||
25,792,944 | ||||||||
|
| |||||||
SERVICE - 11.9% | ||||||||
2,992,481 | Acosta, Inc. | 2,854,618 | ||||||
2,607,723 | ADS Waste Holdings, Inc. | 2,531,121 | ||||||
3,379,983 | Advantage Sales & Marketing Inc. | 3,259,808 | ||||||
693,858 | Aecom Technology Corporation | 694,510 |
See accompanying Notes to Financial Statements. | 7 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (continued)
As of December 31, 2015 | Highland/iBoxx Senior Loan ETF |
Principal Amount ($) | Value ($) | |||||||
| US Senior Loans (continued) |
| ||||||
SERVICE (continued) | ||||||||
3,246,552 | Asurion, LLC (fka Asurion Corporation) | 3,050,752 | ||||||
2,476,061 | Brickman Group Ltd. LLC | 2,405,022 | ||||||
4,000,000 | First Data Corporation | 3,954,720 | ||||||
4,000,000 | First Data Corporation | 3,952,080 | ||||||
1,250,000 | First Data Corporation | 1,233,906 | ||||||
1,989,744 | Sabre, Inc. | 1,972,831 | ||||||
3,218,383 | Servicemaster Company, LLC | 3,189,417 | ||||||
515,337 | Waste Industries USA Inc. | 515,337 | ||||||
3,159,033 | Weight Watchers International, Inc. | 2,363,999 | ||||||
3,065,620 | West Corporation | 3,021,827 | ||||||
|
| |||||||
34,999,948 | ||||||||
|
| |||||||
TECHNOLOGY - 0.1% | ||||||||
498,750 | Sophia, L.P. | 493,763 | ||||||
|
| |||||||
TRANSPORTATION - 3.6% | ||||||||
4,910,749 | FCA US LLC | 4,901,542 | ||||||
2,456,250 | FCA US LLC | 2,438,442 | ||||||
1,571,573 | MPG Holdco I Inc. (aka Metaldyne Performance Group) | 1,540,636 | ||||||
1,742,424 | US Airways, Inc. | 1,727,727 | ||||||
|
| |||||||
10,608,347 | ||||||||
|
| |||||||
UTILITY - 2.8% | ||||||||
3,186,492 | NRG Energy, Inc. | 3,108,822 | ||||||
6,000,000 | Texas Competitive Electric Holdings Company, LLC | 1,826,280 |
Principal Amount ($) | Value ($) | |||||||
UTILITY (continued) | ||||||||
11,000,000 | Texas Competitive Electric Holdings Company, LLC | 3,448,500 | ||||||
|
| |||||||
8,383,602 | ||||||||
|
| |||||||
Total US Senior Loans | 226,920,049 | |||||||
|
| |||||||
| Foreign Domiciled Senior Loans (a) - 21.1% |
| ||||||
AUSTRALIA - 2.5% | ||||||||
USD | ||||||||
1,921,260 | Aristocrat Leisure Limited Initial | 1,916,457 | ||||||
7,444,156 | FMG Resources (August 2006) (FMG America Finance, Inc.) | 5,557,360 | ||||||
|
| |||||||
7,473,817 | ||||||||
|
| |||||||
CANADA - 4.4% | ||||||||
USD | ||||||||
3,970,044 | 1011778 B.C. Unlimited Liability Company (New Red Finance, Inc.) | 3,940,269 | ||||||
1,377,143 | Bombardier Recreational Products, Inc. | 1,366,325 | ||||||
736,794 | Husky Injection Molding Systems, Ltd. | 710,085 | ||||||
1,000,000 | Valeant Pharmaceuticals International, Inc. | 967,750 | ||||||
2,000,000 | Valeant Pharmaceuticals International, Inc. | 1,933,930 | ||||||
4,093,177 | Valeant Pharmaceuticals International, Inc. | 3,937,637 | ||||||
|
| |||||||
12,855,996 | ||||||||
|
| |||||||
CAYMAN ISLANDS - 3.8% | ||||||||
USD | ||||||||
6,351,271 | Avago Technologies | 6,342,029 | ||||||
5,000,000 | Avago Technologies Cayman Ltd. | 4,956,650 | ||||||
|
| |||||||
11,298,679 | ||||||||
|
| |||||||
IRELAND - 1.8% | ||||||||
USD | ||||||||
5,180,349 | Grifols Worldwide Operations Limited | 5,140,201 | ||||||
|
|
8 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (concluded)
As of December 31, 2015 | Highland/iBoxx Senior Loan ETF |
Principal Amount ($) | Value ($) | |||||||
| Foreign Domiciled Senior Loans (continued) |
| ||||||
LUXEMBOURG - 5.8% | ||||||||
USD | ||||||||
1,492,500 | Altice Financing S.A. | 1,489,239 | ||||||
5,241,193 | Delta 2 (Lux) S.a r.l | 5,083,957 | ||||||
5,000,000 | Intelsat Jackson Holdings S.A. | 4,741,075 | ||||||
1,770,969 | Mallinckrodt International Finance S.A. | 1,723,374 | ||||||
206,380 | SS&C European Holdings, S.a.r.l | 205,241 | ||||||
3,870,000 | Travelport Finance (Luxembourg) S.a.r.l | 3,796,838 | ||||||
|
| |||||||
17,039,724 | ||||||||
|
| |||||||
MARSHALL ISLANDS - 0.6% | ||||||||
USD | ||||||||
4,463,317 | Seadrill Operating LP (Seadrill Partners Finco LLC) | 1,882,024 | ||||||
|
| |||||||
NETHERLANDS - 2.2% | ||||||||
USD | ||||||||
2,964,478 | Amaya Holdings B.V. | 2,801,432 | ||||||
2,555,555 | Tronox Pigments BV | 2,273,907 | ||||||
1,250,000 | UPC Financing Partnership | 1,229,494 | ||||||
|
| |||||||
6,304,833 | ||||||||
|
| |||||||
Total Foreign Domiciled Senior Loans | 61,995,274 | |||||||
|
| |||||||
| Total Investments - 98.2% | 288,915,323 | ||||||
|
| |||||||
| (Cost $310,172,445) |
| ||||||
| Other Assets & Liabilities, Net - 1.8% | 5,395,966 | ||||||
|
| |||||||
| Net Assets - 100.0% | 294,311,289 | ||||||
|
|
(a) | Senior loans (also called bank loans, leveraged loans, or floating rate loans) in which the Highland/iBoxx Senior Loan ETF (the “Fund”) invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread. (Unless otherwise denoted as a fixed rate loan, all senior loans carry a variable interest rate.) 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 Inter-Bank Offered Rate (“LIBOR”) or (iii) the Certificate of Deposit rate. Rate shown represents the weighted average rate at December 31, 2015. Senior loans, while exempt from registration under the Securities Act of 1933 (the “1933 Act”), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy less than the stated maturity shown. |
(b) | All or a portion of this position has not settled. Full contract rates do not take effect until settlement date. |
LLC | Limited Liability Company | |
L.P. | Limited Partnership | |
Ltd. | Limited | |
USD | United States Dollars |
Foreign Domiciled Senior Loans Industry Concentration Table: (% of Net Assets) | ||||
Chemicals | 0.8 | % | ||
Energy | 0.6 | % | ||
Financial | 0.6 | % | ||
Food/Tobacco | 1.3 | % | ||
Gaming/Leisure | 2.1 | % | ||
Healthcare | 4.1 | % | ||
Information Technology | 3.9 | % | ||
Manufacturing | 0.2 | % | ||
Media/Telecommunications | 4.3 | % | ||
Metals/Minerals | 1.9 | % | ||
Service | 1.3 | % | ||
|
| |||
21.1 | % | |||
|
|
See accompanying Notes to Financial Statements. | 9 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited)
As of December 31, 2015 | Highland HFR Global ETF |
Shares | Value ($) | |||||||
| Common Stock - 41.9% |
| ||||||
CONSUMER DISCRETIONARY - 6.2% | ||||||||
4,399 | ClubCorp Holdings, Inc (a) | 80,370 | ||||||
2,000 | Diamond Resorts International, Inc (b) | 51,020 | ||||||
6,500 | Fiat Chrysler Automobiles NV (b) | 90,935 | ||||||
2,780 | General Motors Co. (a) | 94,548 | ||||||
1,022 | Liberty Media Corp. (a)(b) | 38,918 | ||||||
993 | Liberty Ventures, Ser A (a)(b) | 44,794 | ||||||
950 | Time Warner Cable, Inc | 176,310 | ||||||
|
| |||||||
576,895 | ||||||||
|
| |||||||
CONSUMER STAPLES - 0.8% | ||||||||
1,000 | Kraft Heinz Co. | 72,760 | ||||||
|
| |||||||
FINANCIALS - 9.3% | ||||||||
3,206 | American International Group, Inc (a) | 198,676 | ||||||
700 | Berkshire Hathaway, Inc, Cl B (b) | 92,428 | ||||||
3,649 | Citigroup, Inc (a) | 188,836 | ||||||
4,581 | Hilltop Holdings, Inc (a)(b) | 88,047 | ||||||
1,870 | JPMorgan Chase & Co. (a) | 123,476 | ||||||
22,411 | VEREIT, Inc (a) | 177,495 | ||||||
|
| |||||||
868,958 | ||||||||
|
| |||||||
HEALTH CARE - 10.7% | ||||||||
1,502 | AbbVie, Inc (a) | 88,978 | ||||||
478 | Allergan (a)(b) | 149,375 | ||||||
874 | Celgene Corp. (a)(b) | 104,670 | ||||||
1,000 | Cigna Corp. (a) | 146,330 | ||||||
500 | Humana, Inc | 89,255 | ||||||
1,000 | Perrigo Co. | 144,700 | ||||||
2,878 | Pfizer, Inc (a) | 92,902 | ||||||
1,000 | Thermo Fisher Scientific, Inc (a) | 141,850 | ||||||
1,005 | Zoetis, Inc, Cl A (a) | 48,160 | ||||||
|
| |||||||
1,006,220 | ||||||||
|
| |||||||
INDUSTRIALS - 5.9% | ||||||||
129 | AMERCO (a) | 50,246 | ||||||
3,677 | American Airlines Group, Inc (a) | 155,721 | ||||||
2,600 | Delta Air Lines, Inc (a) | 131,794 | ||||||
4,041 | Hertz Global Holdings, Inc (a)(b) | 57,503 | ||||||
700 | Precision Castparts Corp. (a) | 162,407 | ||||||
|
| |||||||
557,671 | ||||||||
|
| |||||||
INFORMATION TECHNOLOGY - 5.2% | ||||||||
203 | Alphabet, Inc, Cl A (a)(b) | 157,936 | ||||||
100 | Alphabet, Inc, Cl C (b) | 75,888 | ||||||
919 | Apple, Inc (a) | 96,734 | ||||||
845 | EchoStar Corp., Cl A (a)(b) | 33,048 | ||||||
3,000 | ManTech International Corp., Cl A | 90,720 | ||||||
1,424 | Twitter, Inc (a)(b) | 32,951 | ||||||
|
| |||||||
487,277 | ||||||||
|
| |||||||
MATERIALS - 3.8% | ||||||||
1,250 | Eagle Materials, Inc | 75,537 | ||||||
6,592 | Ferro Corp. (a)(b) | 73,303 | ||||||
12,022 | Graphic Packaging Holding Co. (a) | 154,242 | ||||||
1,919 | Innophos Holdings, Inc (a) | 55,613 | ||||||
|
| |||||||
358,695 | ||||||||
|
| |||||||
Total Common Stock | 3,928,476 | |||||||
|
|
Principal Amount ($) | Value ($) | |||||||
| Corporate Bonds - 23.4% |
| ||||||
CONSUMER DISCRETIONARY - 1.3% | ||||||||
200,000 | Neiman Marcus Group Ltd. | 124,000 | ||||||
|
| |||||||
CONSUMER STAPLES - 4.8% | ||||||||
240,000 | Rite Aid Corp. | 248,400 | ||||||
200,000 | US Foods, Inc | 206,000 | ||||||
|
| |||||||
454,400 | ||||||||
|
| |||||||
FINANCIALS - 4.0% | ||||||||
200,000 | Argos Merger Sub, Inc | 198,300 | ||||||
201,000 | Jefferies Finance LLC | 177,634 | ||||||
|
| |||||||
375,934 | ||||||||
|
| |||||||
HEALTH CARE - 2.6% | ||||||||
60,000 | DJO Finco, Inc | 53,250 | ||||||
53,000 | Kinetic Concepts, Inc | 48,230 | ||||||
150,000 | Tenet Healthcare Corp. | 139,406 | ||||||
|
| |||||||
240,886 | ||||||||
|
| |||||||
INDUSTRIALS - 7.9% | ||||||||
189,000 | ADS Waste Holdings, Inc | 190,418 | ||||||
320,000 | HD Supply, Inc | 356,000 | ||||||
188,000 | Hertz Corp. | 191,760 | ||||||
|
| |||||||
738,178 | ||||||||
|
| |||||||
TELECOMMUNICATION SERVICES - 2.8% | ||||||||
100,000 | Sprint Corp. | 73,000 | ||||||
200,000 | Wind Acquisition Finance S.A. (Luxembourg) | 189,500 | ||||||
|
| |||||||
262,500 | ||||||||
|
| |||||||
Total Corporate Bonds | 2,195,898 | |||||||
|
| |||||||
Shares | ||||||||
| Exchange Traded Funds - 10.3% |
| ||||||
2,700 | AP Alternative Assets LP | 85,212 | ||||||
159 | iShares Germany Government Bond UCITS ETF | 23,390 | ||||||
1,800 | iShares JPX Nikkei 400 Index ETF | 94,572 | ||||||
1,100 | iShares Nikkei 225 ETF | 179,375 | ||||||
1,000 | Lyxor ETF DAX | 112,229 | ||||||
1,452 | PIMCO Euro Short Maturity Source UCITS ETF Euro Income (a) | 160,495 |
10 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (concluded)
As of December 31, 2015 | Highland HFR Global ETF |
Shares | Value ($) | |||||||
| Exchange Traded Funds (continued) |
| ||||||
1,969 | Powershares QQQ Trust Series 1 | 220,253 | ||||||
2,624 | SPDR EURO STOXX 50 ETF | 90,344 | ||||||
|
| |||||||
Total Exchange Traded Funds | 965,870 | |||||||
|
| |||||||
| Foreign Common Stock - 2.3% |
| ||||||
CANADA - 1.5% | ||||||||
6,250 | Intertape Polymer Group, Inc | 84,420 | ||||||
56,510 | Rock Energy, Inc (a)(b) | 59,626 | ||||||
|
| |||||||
144,046 | ||||||||
|
| |||||||
FRANCE - 0.8% | ||||||||
3,451 | Vivendi S.A. (a) | 74,483 | ||||||
|
| |||||||
Total Foreign Common Stock | 218,529 | |||||||
|
| |||||||
| Total Investments - 77.9% | 7,308,773 | ||||||
|
| |||||||
| (Cost $7,807,779) |
| ||||||
| Securities Sold Short - (29.1)% |
| ||||||
| Exchange Traded Funds - (19.2)% |
| ||||||
(950) | CurrencyShares Euro Trust | (101,080 | ) | |||||
(1,000) | Energy Select Sector SPDR Fund | (60,550 | ) | |||||
(1,484) | Health Care Select Sector SPDR Fund | (106,922 | ) | |||||
(2,442) | Industrial Select Sector SPDR Fund | (129,451 | ) | |||||
(400) | iShares Core S&P Small-Capital ETF | (44,044 | ) | |||||
(444) | iShares Nasdaq Biotechnology ETF | (150,219 | ) | |||||
(1,214) | iShares Russell 2000 ETF | (136,587 | ) | |||||
(2,000) | iShares Silver Trust | (26,380 | ) | |||||
(750) | Materials Select Sector SPDR Fund | (32,565 | ) | |||||
(2,250) | SPDR Barclays 1-3 Month T-Bill, Cl 3 | (102,780 | ) | |||||
(1,200) | SPDR Barclays Intermediate Term Corporate Bond ETF | (40,116 | ) | |||||
(1,403) | SPDR Gold Shares | (142,348 | ) | |||||
(2,855) | SPDR S&P 500 ETF Trust | (582,106 | ) | |||||
(1,200) | SPDR S&P Biotech ETF | (84,096 | ) | |||||
(2,019) | SPDR S&P Oil & Gas Exploration & Production ETF | (61,014 | ) | |||||
|
| |||||||
Total Exchange Traded Funds | (1,800,258 | ) | ||||||
|
| |||||||
| Common Stock - (7.9)% |
| ||||||
CONSUMER DISCRETIONARY - (2.5)% | ||||||||
(650) | Charter Communications, Inc, Cl A (b) | (119,015 | ) | |||||
(500) | Expedia, Inc | (62,150 | ) | |||||
(13,493) | Sirius XM Holdings, Inc (b) | (54,917 | ) | |||||
|
| |||||||
(236,082 | ) | |||||||
|
| |||||||
CONSUMER STAPLES - (1.4)% | ||||||||
(3,250) | Coty, Inc, Cl A | (83,297 | ) | |||||
(1,250) | Sysco Corp. | (51,250 | ) | |||||
|
| |||||||
(134,547 | ) | |||||||
|
| |||||||
ENERGY - (1.5)% | ||||||||
(10,000) | California Resources Corp. | (23,300 | ) | |||||
(500) | Schlumberger Ltd. | (34,875 | ) | |||||
(10,000) | United States Natural Gas Fund LP (b) | (86,700 | ) | |||||
|
| |||||||
(144,875 | ) | |||||||
|
|
Shares | Value ($) | |||||||
HEALTH CARE - (1.4)% | ||||||||
(674) | Illumina, Inc (b) | (129,371 | ) | |||||
|
| |||||||
INDUSTRIALS - (0.5)% | ||||||||
(625) | Caterpillar, Inc | (42,475 | ) | |||||
|
| |||||||
INFORMATION TECHNOLOGY - (0.6)% | ||||||||
(647) | Red Hat, Inc (b) | (53,578 | ) | |||||
|
| |||||||
Total Common Stock | (740,928 | ) | ||||||
|
| |||||||
| Foreign Common Stock - (2.0)% |
| ||||||
CHINA - (1.0)% | ||||||||
(1,150) | Alibaba Group Holding Ltd. ADR (b) | (93,461 | ) | |||||
|
| |||||||
UNITED KINGDOM - (1.0)% | ||||||||
(3,250) | Experian | (57,542 | ) | |||||
(1,750) | Royal Dutch Shell, Cl B | (39,807 | ) | |||||
|
| |||||||
(97,349 | ) | |||||||
|
| |||||||
Total Foreign Common Stock | (190,810 | ) | ||||||
|
| |||||||
| Total Securities Sold Short - (29.1)% | (2,731,996 | ) | |||||
|
| |||||||
| (Proceeds $2,887,731) |
| ||||||
| Other Assets & Liabilities, Net - 51.2% | 4,808,940 | ||||||
|
| |||||||
| Net Assets - 100.0% | 9,385,717 | ||||||
|
|
(a) | All or part of this security is pledged as collateral for short sales. The market value of the securities pledged as collateral was $3,827,630. |
(b) | Non-income producing security. |
(c) | 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 December 31, 2015, these securities amounted to $813,450 or 8.7% of net assets. |
ADR | American Depositary Receipt | |
Cl | Class | |
DAX | Deutsche Borse AG German Stock Index | |
ETF | Exchange-Traded Fund | |
LLC | Limited Liability Company | |
LP | Limited Partnership | |
Ltd. | Limited | |
S&P | Standard & Poor’s | |
Ser | Series | |
SPDR | Standard & Poor’s Depositary Receipt | |
UCITS | Undertakings for the Collective Investments of Transferable Securities |
See accompanying Notes to Financial Statements. | 11 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited)
As of December 31, 2015 | Highland HFR Event-Driven ETF |
Shares | Value ($) | |||||||
| Common Stock - 67.3% |
| ||||||
CONSUMER DISCRETIONARY - 17.6% | ||||||||
8,698 | ClubCorp Holdings, Inc (a) | 158,912 | ||||||
6,050 | Diamond Resorts International, Inc (a)(b) | 154,335 | ||||||
12,500 | Fiat Chrysler Automobiles NV (b) | 174,875 | ||||||
3,560 | General Motors Co. (a) | 121,076 | ||||||
5,269 | Liberty Media Corp. (a)(b) | 200,644 | ||||||
1,000 | Panera Bread Co., Cl A (b) | 194,780 | ||||||
7,535 | Pep Boys-Manny Moe & Jack (a)(b) | 138,719 | ||||||
6,000 | SeaWorld Entertainment, Inc | 118,140 | ||||||
2,450 | Time Warner Cable, Inc | 454,696 | ||||||
|
| |||||||
1,716,177 | ||||||||
|
| |||||||
CONSUMER STAPLES - 2.1% | ||||||||
1,687 | JM Smucker Co. (a) | 208,075 | ||||||
|
| |||||||
ENERGY - 0.9% | ||||||||
1,800 | Baker Hughes, Inc | 83,070 | ||||||
|
| |||||||
FINANCIALS - 5.5% | ||||||||
750 | Chubb Corp. | 99,480 | ||||||
1,600 | JPMorgan Chase & Co. | 105,648 | ||||||
42,073 | VEREIT, Inc (a) | 333,218 | ||||||
|
| |||||||
538,346 | ||||||||
|
| |||||||
HEALTH CARE - 12.8% | ||||||||
7,800 | Akorn, Inc (b) | 291,018 | ||||||
804 | Allergan (a)(b) | 251,250 | ||||||
4,000 | Baxalta, Inc | 156,120 | ||||||
680 | Cigna Corp. | 99,504 | ||||||
800 | Humana, Inc | 142,808 | ||||||
2,100 | Perrigo Co. | 303,870 | ||||||
|
| |||||||
1,244,570 | ||||||||
|
| |||||||
INDUSTRIALS - 9.0% | ||||||||
230 | AMERCO (a) | 89,585 | ||||||
4,000 | Delta Air Lines, Inc | 202,760 | ||||||
12,083 | Hertz Global Holdings, Inc (a)(b) | 171,941 | ||||||
600 | Owens Corning | 28,218 | ||||||
1,650 | Precision Castparts Corp. (a) | 382,817 | ||||||
|
| |||||||
875,321 | ||||||||
|
| |||||||
INFORMATION TECHNOLOGY - 6.7% | ||||||||
1,600 | Broadcom Corp., Cl A | 92,512 | ||||||
4,000 | EMC Corp. | 102,720 | ||||||
7,500 | NCR Corp. (b) | 183,450 | ||||||
2,600 | Solera Holdings, Inc | 142,558 | ||||||
4,000 | Yahoo!, Inc (b) | 133,040 | ||||||
|
| |||||||
654,280 | ||||||||
|
| |||||||
MATERIALS - 11.0% | ||||||||
4,000 | Berry Plastics Group, Inc (b) | 144,720 | ||||||
5,000 | Calgon Carbon Corp. | 86,250 | ||||||
3,500 | Dow Chemical Co. | 180,180 | ||||||
1,000 | Eagle Materials, Inc | 60,430 | ||||||
15,299 | Ferro Corp. (a)(b) | 170,125 | ||||||
17,067 | Graphic Packaging Holding Co. (a) | 218,969 | ||||||
4,257 | Innophos Holdings, Inc (a) | 123,368 | ||||||
1,795 | WestRock Co. | 81,888 | ||||||
|
| |||||||
1,065,930 | ||||||||
|
|
Shares | Value ($) | |||||||
TELECOMMUNICATION SERVICES - 1.7% | ||||||||
3,100 | Level 3 Communications, Inc (b) | 168,516 | ||||||
|
| |||||||
Total Common Stock | 6,554,285 | |||||||
|
| |||||||
Principal Amount ($) | ||||||||
| Corporate Bonds - 14.9% |
| ||||||
CONSUMER DISCRETIONARY - 5.6% | ||||||||
200,000 | Caesars Entertainment Resort Properties LLC | 182,000 | ||||||
150,000 | JC Penney Corp., Inc | 100,125 | ||||||
250,000 | Rent-A-Center, Inc | 186,875 | ||||||
100,000 | Scientific Games International, Inc | 71,500 | ||||||
|
| |||||||
540,500 | ||||||||
|
| |||||||
ENERGY - 1.6% | ||||||||
274,000 | Lightstream Resources Ltd. | 61,650 | ||||||
150,000 | Transocean, Inc | 96,938 | ||||||
|
| |||||||
158,588 | ||||||||
|
| |||||||
FINANCIALS - 2.5% | ||||||||
570,000 | CNG Holdings, Inc | 242,250 | ||||||
|
| |||||||
HEALTH CARE - 2.0% | ||||||||
225,000 | Concordia Healthcare Corp. | 195,187 | ||||||
|
| |||||||
INDUSTRIALS - 0.9% | ||||||||
150,000 | Erickson, Inc | 91,875 | ||||||
|
| |||||||
TELECOMMUNICATION SERVICES - 2.3% | ||||||||
300,000 | Sprint Corp. | 225,300 | ||||||
|
| |||||||
Total Corporate Bonds | 1,453,700 | |||||||
|
| |||||||
Shares | ||||||||
| Foreign Common Stock - 11.5% |
| ||||||
CANADA - 7.3% | ||||||||
115,333 | Athabasca Oil Corp. (b) | 128,361 | ||||||
25,240 | Dream Global REIT, | 157,967 | ||||||
17,835 | Intertape Polymer Group, Inc | 240,902 | ||||||
130,000 | Penn West Petroleum Ltd. | 108,719 | ||||||
66,255 | Rock Energy, Inc (b) | 69,908 | ||||||
|
| |||||||
705,857 | ||||||||
|
| |||||||
FRANCE - 4.2% | ||||||||
8,000 | UBISOFT Entertainment (b) | 231,870 |
12 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (concluded)
As of December 31, 2015 | Highland HFR Event-Driven ETF |
Shares | Value ($) | |||||||
| Foreign Common Stock (continued) |
| ||||||
FRANCE (continued) | ||||||||
8,322 | Vivendi S.A. | 179,613 | ||||||
|
| |||||||
411,483 | ||||||||
|
| |||||||
Total Foreign Common Stock (Cost $1,380,475) | 1,117,340 | |||||||
|
| |||||||
| Total Investments - 93.7% | 9,125,325 | ||||||
|
| |||||||
| (Cost $10,148,743) |
| ||||||
| Securities Sold Short - (31.2)% |
| ||||||
| Exchange Traded Funds - (17.2)% |
| ||||||
(1,776) | Energy Select Sector SPDR Fund | (107,537 | ) | |||||
(1,215) | iShares Russell 2000 Value ETF | (111,792 | ) | |||||
(6,686) | SPDR S&P 500 ETF Trust | (1,363,208 | ) | |||||
(365) | SPDR S&P MidCap 400 ETF Trust | (92,743 | ) | |||||
|
| |||||||
Total Exchange Traded Funds | (1,675,280 | ) | ||||||
|
| |||||||
| Common Stock - (12.3)% |
| ||||||
CONSUMER DISCRETIONARY - (4.2)% | ||||||||
(1,350) | Charter Communications, Inc, Cl A (b) | (247,185 | ) | |||||
(40,550) | Sirius XM Holdings, Inc (b) | (165,038 | ) | |||||
|
| |||||||
(412,223 | ) | |||||||
|
| |||||||
CONSUMER STAPLES - (2.0)% | ||||||||
(3,500) | Coty, Inc, Cl A | (89,705 | ) | |||||
(2,500) | Sysco Corp. | (102,500 | ) | |||||
|
| |||||||
(192,205 | ) | |||||||
|
| |||||||
ENERGY - (2.0)% | ||||||||
(20,000) | California Resources Corp. | (46,600 | ) | |||||
(2,353) | Halliburton Co. | (80,096 | ) | |||||
(950) | Schlumberger Ltd. | (66,263 | ) | |||||
|
| |||||||
(192,959 | ) | |||||||
|
| |||||||
HEALTH CARE - (3.6)% | ||||||||
(750) | Anthem, Inc | (104,580 | ) | |||||
(4,500) | Mylan NV (b) | (243,315 | ) | |||||
|
| |||||||
(347,895 | ) | |||||||
|
| |||||||
INDUSTRIALS - (0.5)% | ||||||||
(800) | Caterpillar, Inc | (54,368 | ) | |||||
|
| |||||||
Total Common Stock | (1,199,650 | ) | ||||||
|
| |||||||
| Foreign Common Stock - (1.7)% |
| ||||||
CHINA - (1.7)% | ||||||||
(2,067) | Alibaba Group Holding Ltd. ADR (b) | (167,985 | ) | |||||
|
| |||||||
Total Foreign Common Stock | (167,985 | ) | ||||||
|
| |||||||
| Total Securities Sold Short - (31.2)% | (3,042,915 | ) | |||||
|
| |||||||
| (Proceeds $3,182,675) |
| ||||||
| Other Assets & Liabilities, Net - 37.5% | 3,654,767 | ||||||
|
| |||||||
| Net Assets - 100.0% | 9,737,177 | ||||||
|
|
(a) | All or part of this security is pledged as collateral for short sales. The market value of the securities pledged as collateral was $2,650,269. |
(b) | Non-income producing security. |
(c) | 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 December 31, 2015, these securities amounted to $499,087 or 5.1% of net assets. |
ADR | American Depositary Receipt | |
Cl | Class | |
ETF | Exchange-Traded Fund | |
LLC | Limited Liability Company | |
Ltd. | Limited | |
REIT | Real Estate Investment Trust | |
S&P | Standard & Poor’s | |
SPDR | Standard & Poor’s Depositary Receipt |
See accompanying Notes to Financial Statements. | 13 |
Table of Contents
INVESTMENT PORTFOLIO (unaudited)
As of December 31, 2015 | Highland HFR Equity Hedge ETF |
Shares | Value ($) | |||||||
| Common Stock - 53.6% |
| ||||||
CONSUMER DISCRETIONARY - 8.3% | ||||||||
2,600 | CBS Corp., Cl B (a) | 122,538 | ||||||
4,813 | General Motors Co. (a) | 163,690 | ||||||
1,304 | Liberty Broadband Corp., Ser C, Cl C (a)(b) | 67,625 | ||||||
1,905 | Liberty Interactive Corp. QVC Group, Cl A (a)(b) | 52,045 | ||||||
1,112 | Liberty Media Corp. (b) | 42,345 | ||||||
3,259 | Liberty Ventures, Ser A (a)(b) | 147,013 | ||||||
1,005 | McDonald’s Corp. (a) | 118,731 | ||||||
700 | Walt Disney Co. (a) | 73,556 | ||||||
|
| |||||||
787,543 | ||||||||
|
| |||||||
CONSUMER STAPLES - 1.4% | ||||||||
1,000 | Coca-Cola Co. | 42,960 | ||||||
1,250 | Kraft Heinz Co. | 90,950 | ||||||
|
| |||||||
133,910 | ||||||||
|
| |||||||
ENERGY - 1.6% | ||||||||
1,082 | Halliburton Co. (a) | 36,832 | ||||||
3,410 | Kinder Morgan, Inc (a) | 50,877 | ||||||
2,300 | Suncor Energy, Inc | 59,340 | ||||||
|
| |||||||
147,049 | ||||||||
|
| |||||||
FINANCIALS - 9.5% | ||||||||
2,162 | American International Group, Inc (a) | 133,979 | ||||||
4,702 | Apollo Global Management LLC, Cl A (a)(c) | 71,376 | ||||||
6,061 | Bank of America Corp. (a) | 102,007 | ||||||
1,129 | Berkshire Hathaway, Inc, Cl B (a)(b) | 149,073 | ||||||
1,698 | Citigroup, Inc (a) | 87,871 | ||||||
9,162 | Hilltop Holdings, Inc (a)(b) | 176,094 | ||||||
349 | Howard Hughes Corp. (a)(b) | 39,493 | ||||||
2,170 | JPMorgan Chase & Co. (a) | 143,285 | ||||||
|
| |||||||
903,178 | ||||||||
|
| |||||||
HEALTH CARE - 10.2% | ||||||||
786 | AbbVie, Inc (a) | 46,563 | ||||||
2,783 | Air Methods Corp. (a)(b) | 116,691 | ||||||
752 | Allergan (a)(b) | 235,000 | ||||||
224 | Biogen, Inc (a)(b) | 68,623 | ||||||
874 | Celgene Corp. (a)(b) | 104,670 | ||||||
412 | DaVita HealthCare Partners, Inc (a)(b) | 28,721 | ||||||
891 | Gilead Sciences, Inc (a) | 90,160 | ||||||
3,828 | Pfizer, Inc (a) | 123,568 | ||||||
400 | Thermo Fisher Scientific, Inc (a) | 56,740 | ||||||
2,009 | Zoetis, Inc, Cl A (a) | 96,271 | ||||||
|
| |||||||
967,007 | ||||||||
|
| |||||||
INDUSTRIALS - 9.4% | ||||||||
3,713 | American Airlines Group, Inc (a) | 157,246 | ||||||
699 | Boeing Co. (a) | 101,068 | ||||||
1,000 | Danaher Corp. | 92,880 | ||||||
329 | Honeywell International, Inc (a) | 34,075 | ||||||
900 | Huron Consulting Group, Inc (b) | 53,460 | ||||||
2,016 | Jacobs Engineering Group, Inc (a)(b) | 84,571 | ||||||
1,000 | Macquarie Infrastructure Corp. | 72,600 | ||||||
2,400 | MasTec, Inc (b) | 41,712 | ||||||
2,541 | Mobile Mini, Inc (a) | 79,101 | ||||||
4,780 | Quanex Building Products Corp. (a) | 99,663 | ||||||
3,411 | Quanta Services, Inc (a)(b) | 69,073 | ||||||
|
| |||||||
885,449 | ||||||||
|
|
Shares | Value ($) | |||||||
INFORMATION TECHNOLOGY - 10.9% | ||||||||
340 | Alphabet, Inc, Cl A (a)(b) | 264,523 | ||||||
125 | Alphabet, Inc, Cl C (b) | 94,860 | ||||||
1,360 | Apple, Inc (a) | 143,154 | ||||||
1,500 | comScore, Inc (b) | 61,725 | ||||||
3,892 | EchoStar Corp., Cl A (a)(b) | 152,216 | ||||||
6,411 | ManTech International Corp., Cl A (a) | 193,869 | ||||||
3,257 | PayPal Holdings, Inc (a)(b) | 117,903 | ||||||
|
| |||||||
1,028,250 | ||||||||
|
| |||||||
MATERIALS - 1.6% | ||||||||
1,497 | WR Grace & Co. (a)(b) | 149,086 | ||||||
|
| |||||||
TELECOMMUNICATION SERVICES - 0.7% | ||||||||
1,301 | Level 3 Communications, Inc (a)(b) | 70,722 | ||||||
|
| |||||||
Total Common Stock | 5,072,194 | |||||||
|
| |||||||
| Foreign Common Stock - 9.0% |
| ||||||
FRANCE - 1.2% | ||||||||
2,500 | Klepierre (a) | 111,365 | ||||||
|
| |||||||
IRELAND - 1.1% | ||||||||
1,041 | Accenture, Cl A (a) | 108,785 | ||||||
|
| |||||||
ISRAEL - 1.0% | ||||||||
1,400 | Teva Pharmaceutical Industries Ltd. ADR (a) | 91,896 | ||||||
|
| |||||||
JAPAN - 1.4% | ||||||||
1,400 | Shionogi & Co. Ltd. (a) | 64,097 | ||||||
4,200 | Temp Holdings Co. Ltd. (a) | 65,868 | ||||||
|
| |||||||
129,965 | ||||||||
|
| |||||||
SPAIN - 1.1% | ||||||||
908 | Aena S.A. (b) | 104,006 | ||||||
|
| |||||||
UNITED KINGDOM - 3.2% | ||||||||
1,200 | Carnival | 68,391 | ||||||
931 | InterContinental Hotels Group (a) | 36,481 | ||||||
1,177 | Persimmon (a) | 35,171 | ||||||
4,805 | Prudential (a) | 108,450 | ||||||
17,500 | Taylor Wimpey (a) | 52,397 | ||||||
|
| |||||||
300,890 | ||||||||
|
| |||||||
Total Foreign Common Stock | 846,907 | |||||||
|
| |||||||
| Exchange Traded Fund - 1.5% |
| ||||||
4,576 | AP Alternative Assets LP | 144,418 | ||||||
|
| |||||||
Total Exchange Traded Funds | 144,418 | |||||||
|
| |||||||
| Total Investments - 64.1% | 6,063,519 | ||||||
|
| |||||||
| (Cost $6,222,160) |
| ||||||
| Securities Sold Short - (25.6)% |
| ||||||
| Exchange Traded Funds - (19.6)% |
| ||||||
(800) | CurrencyShares Euro Trust | (85,120 | ) | |||||
(2,287) | Health Care Select Sector SPDR Fund | (164,778 | ) | |||||
(1,710) | iShares Core S&P Small-Capital ETF | (188,288 | ) |
14 | See accompanying Notes to Financial Statements. |
Table of Contents
INVESTMENT PORTFOLIO (unaudited) (concluded)
As of December 31, 2015 | Highland HFR Equity Hedge ETF |
Shares | Value ($) | |||||||
| Securities Sold Short (continued) |
| ||||||
| Exchange Traded Funds (continued) |
| ||||||
(869) | iShares Nasdaq Biotechnology ETF | (294,009 | ) | |||||
(2,863) | iShares Russell 2000 ETF | (322,116 | ) | |||||
(3,283) | SPDR S&P 500 ETF Trust | (669,371 | ) | |||||
(1,899) | SPDR S&P Biotech ETF | (133,082 | ) | |||||
|
| |||||||
Total Exchange Traded Funds | (1,856,764 | ) | ||||||
|
| |||||||
| Foreign Common Stock - (3.1)% |
| ||||||
FINLAND - (1.0)% | ||||||||
(4,000) | Metso OYJ | (89,983 | ) | |||||
|
| |||||||
UNITED KINGDOM - (2.1)% | ||||||||
(10,407) | Experian | (184,259 | ) | |||||
(2,000) | Standard Chartered | (16,620 | ) | |||||
|
| |||||||
(200,879 | ) | |||||||
|
| |||||||
Total Foreign Common Stock | (290,862 | ) | ||||||
|
| |||||||
| Common Stock - (2.9)% |
| ||||||
CONSUMER DISCRETIONARY - (2.2)% | ||||||||
(1,698) | Expedia, Inc | (211,061 | ) | |||||
|
| |||||||
HEALTH CARE - (0.7)% | ||||||||
(1,500) | Abbott Laboratories | (67,365 | ) | |||||
|
| |||||||
Total Common Stock | (278,426 | ) | ||||||
|
| |||||||
| Total Securities Sold Short - (25.6)% | (2,426,052 | ) | |||||
|
| |||||||
| (Proceeds $2,539,776) |
| ||||||
| Other Assets & Liabilities, Net - 61.5% | 5,817,427 | ||||||
|
| |||||||
| Net Assets - 100.0% | 9,454,894 | ||||||
|
|
(a) | All or part of this security is pledged as collateral for short sales. The market value of the securities pledged as collateral was $4,791,826. |
(b) | Non-income producing security. |
(c) | Security considered Master Limited Partnership. At December 31, 2015, these securities amounted to $71,376 or 0.8% of net assets. |
ADR | American Depositary Receipt | |
Cl | Class | |
ETF | Exchange-Traded Fund | |
LLC | Limited Liability Company | |
LP | Limited Partnership | |
Ltd. | Limited | |
S&P | Standard & Poor’s | |
Ser | Series | |
SPDR | Standard & Poor’s Depositary Receipt |
See accompanying Notes to Financial Statements. | 15 |
Table of Contents
STATEMENTS OF ASSETS AND LIABILITIES
As of December 31, 2015 (unaudited) | Highland Funds I |
Highland/iBoxx Senior Loan ETF ($) | Highland HFR Global ETF ($) | Highland HFR Event-Driven ETF ($) | Highland HFR Equity Hedge ETF ($) | |||||||||||||
Assets: | ||||||||||||||||
Total Investments, at value | 288,915,323 | 7,308,773 | 9,125,325 | 6,063,519 | ||||||||||||
Cash | 9,571,561 | 4,734,652 | 3,674,810 | 5,657,142 | ||||||||||||
Foreign currency | — | 69,015 | — | 170,367 | ||||||||||||
Dividend tax reclaim | — | 570 | 2,805 | (31 | ) | |||||||||||
Receivable for: | ||||||||||||||||
Investments sold | 13,274,438 | — | — | — | ||||||||||||
Dividends and interest | 1,171,253 | 50,290 | 54,448 | 2,061 | ||||||||||||
Prepaid expenses | 33,291 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total assets | 312,965,866 | 12,163,300 | 12,857,388 | 11,893,058 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Liabilities: | ||||||||||||||||
Securities sold short, at value (Notes 2 and 7) | — | 2,731,996 | 3,042,915 | 2,426,052 | ||||||||||||
Due to custodian | — | — | 20,321 | — | ||||||||||||
Payable for: | ||||||||||||||||
Investments purchased | 18,455,000 | — | — | — | ||||||||||||
Investment advisory fees (Note 4) | 69,318 | 6,821 | 7,037 | — | ||||||||||||
Audit fees | 24,531 | — | — | — | ||||||||||||
Administration fees (Note 4) | 20,604 | — | — | — | ||||||||||||
Trustees’ fees (Note 4) | 7,493 | — | — | — | ||||||||||||
Transfer agent fees | 425 | — | — | — | ||||||||||||
Dividends and fees on securities sold short | — | 3,960 | 8,467 | 5,278 | ||||||||||||
Distributions to shareholders | — | 34,806 | 41,471 | — | ||||||||||||
Accrued expenses and other liabilities | 77,206 | — | — | 6,834 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total liabilities | 18,654,577 | 2,777,583 | 3,120,211 | 2,438,164 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net Assets | 294,311,289 | 9,385,717 | 9,737,177 | 9,454,894 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Investments, at cost | 310,172,445 | 7,807,779 | 10,148,743 | 6,222,160 | ||||||||||||
Proceeds from securities sold short | — | 2,887,731 | 3,182,675 | 2,539,776 | ||||||||||||
Foreign currency, at cost | — | 71,876 | (21,297 | ) | 177,506 | |||||||||||
Composition of Net Assets: | ||||||||||||||||
Paid-in capital | 323,823,871 | 10,000,000 | 10,888,661 | 10,000,000 | ||||||||||||
Undistributed (Distributions in excess of) net investment income/(Accumulated net investment loss) | 156,989 | (5,493 | ) | 2,263 | (50,484 | ) | ||||||||||
Accumulated net realized loss on investments and foreign currency transactions | (8,412,449 | ) | (262,636 | ) | (270,975 | ) | (442,566 | ) | ||||||||
Net unrealized depreciation on investments, securities sold short and foreign currency translation | (21,257,122 | ) | (346,154 | ) | (882,772 | ) | (52,056 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net Assets | 294,311,289 | 9,385,717 | 9,737,177 | 9,454,894 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Shares outstanding (unlimited authorization—no par value) | 16,300,000 | 500,000 | 550,000 | 500,000 | ||||||||||||
Net asset value, per share (Net assets/shares outstanding) | 18.06 | 18.77 | 17.70 | 18.91 |
Amounts | designated as “—” are $0. |
16 | See accompanying Notes to Financial Statements. |
Table of Contents
For the Six Months Ended December 31, 2015 (unaudited) | Highland Funds I |
Highland/iBoxx Senior Loan ETF ($) | Highland HFR Global ETF ($) | Highland HFR Event-Driven ETF ($) | Highland HFR Equity Hedge ETF ($) | |||||||||||||
Investment Income: | ||||||||||||||||
Dividend income | — | 37,402 | 74,362 | 40,200 | ||||||||||||
Interest income | 7,734,267 | 133,956 | 114,351 | 2 | ||||||||||||
Less: Foreign taxes withheld | — | 695 | (2,857 | ) | (651 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total investment income | 7,734,267 | 172,053 | 185,856 | 39,551 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Expenses: | ||||||||||||||||
Investment advisory fees (Note 4) | 704,571 | 41,403 | 41,237 | 41,157 | ||||||||||||
Administration fees (Note 4) | 126,977 | — | — | — | ||||||||||||
Trustees’ fees (Note 4) | 17,781 | — | — | — | ||||||||||||
Legal fees | 61,872 | 11,172 | 11,172 | 11,172 | ||||||||||||
Licensing fees | 57,727 | — | — | — | ||||||||||||
Audit fees | 31,287 | — | — | — | ||||||||||||
Custodian fees | 29,065 | — | — | — | ||||||||||||
Pricing fees | 27,797 | — | — | — | ||||||||||||
Printing fees | 25,082 | — | — | — | ||||||||||||
Transfer agent fees | 7,638 | — | — | — | ||||||||||||
Registration fees | 2,783 | — | — | — | ||||||||||||
Dividends and fees on securities sold short (Note 2) | — | 45,555 | 48,545 | 34,566 | ||||||||||||
Other | 31,521 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total operating expenses | 1,124,101 | 98,130 | 100,954 | 86,895 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Fees and expenses waived by Investment Adviser (Note 4) | (262,996 | ) | — | — | — | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net operating expenses | 861,105 | 98,130 | 100,954 | 86,895 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net investment income (loss) | 6,873,162 | 73,923 | 84,902 | (47,344 | ) | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net Realized and Unrealized Gain (Loss) on Investments Realized gain (loss) on: | ||||||||||||||||
Investments | (5,063,422 | ) | (463,677 | ) | (382,734 | ) | (478,413 | ) | ||||||||
Securities sold short (Note 2) | — | 200,764 | 120,766 | 45,039 | ||||||||||||
Foreign currency related transactions | — | 6,490 | 1,113 | (8,047 | ) | |||||||||||
Change in unrealized appreciation (depreciation) on: | ||||||||||||||||
Investments | (14,154,053 | ) | (244,853 | ) | (810,412 | ) | (15,632 | ) | ||||||||
Securities sold short (Note 2) | — | 88,627 | 97,154 | 79,082 | ||||||||||||
Foreign currency related translations | — | (2,852 | ) | 995 | (7,139 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net realized and unrealized loss on investments | (19,217,475 | ) | (415,501 | ) | (973,118 | ) | (385,110 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net decrease in net assets resulting from operations | (12,344,313 | ) | (341,578 | ) | (888,216 | ) | (432,454 | ) | ||||||||
|
|
|
|
|
|
|
|
Amounts | designated as “—” are $0. |
See accompanying Notes to Financial Statements. | 17 |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS
Highland Funds I |
Highland/iBoxx Senior Loan ETF | ||||||||
Six Months Ended December 31, 2015 (unaudited) ($) | Year Ended June 30, 2015 ($) | |||||||
Increase (Decrease) in Net Assets: | ||||||||
From Operations | ||||||||
Net investment income | 6,873,162 | 11,292,490 | ||||||
Net realized loss on investments | (5,063,422 | ) | (2,988,929 | ) | ||||
Net change in unrealized appreciation (depreciation) on investments | (14,154,053 | ) | (6,782,536 | ) | ||||
|
|
|
| |||||
Net increase (decrease) in net assets resulting from operations | (12,344,313 | ) | 1,521,025 | |||||
|
|
|
| |||||
Distributions Declared to Shareholders | ||||||||
From net investment income | (6,716,173 | ) | (11,292,490 | ) | ||||
From return of capital | — | (54,483 | ) | |||||
|
|
|
| |||||
Total distributions declared to shareholders | (6,716,173 | ) | (11,346,973 | ) | ||||
|
|
|
| |||||
Share Transactions | ||||||||
Subscriptions | 3,805,821 | 164,095,767 | ||||||
Redemptions | (14,804,896 | ) | (29,265,926 | ) | ||||
|
|
|
| |||||
Net increase (decrease) from share transactions | (10,999,075 | ) | 134,829,841 | |||||
|
|
|
| |||||
Total increase (decrease) in net assets | (30,059,561 | ) | 125,003,893 | |||||
|
|
|
| |||||
Net Assets: | ||||||||
Beginning of year/period | 324,370,850 | 199,366,957 | ||||||
|
|
|
| |||||
End of year/period | 294,311,289 | 324,370,850 | ||||||
|
|
|
| |||||
Undistributed net investment income | 156,989 | — | ||||||
|
|
|
| |||||
Changes in Shares | ||||||||
Subscriptions | 200,000 | 8,400,000 | ||||||
Redemptions | (800,000 | ) | (1,500,000 | ) | ||||
|
|
|
| |||||
Net increase (decrease) | (600,000 | ) | 6,900,000 | |||||
|
|
|
|
Amounts | designated as “—” are $0. |
18 | See accompanying Notes to Financial Statements. |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS
Highland Funds I |
Highland HFR Global ETF | ||||||||
Six Months Ended December 31, 2015 (unaudited) ($) | Period Ended June 30, 2015(a) ($) | |||||||
Increase (Decrease) in Net Assets: | ||||||||
From Operations | ||||||||
Net investment income | 73,923 | 23,245 | ||||||
Net realized loss on investments, securities sold short and foreign currency transactions | (256,423 | ) | (3,248 | ) | ||||
Net change in unrealized appreciation (depreciation) on investments, securities sold short and foreign currency translations | (159,078 | ) | (187,076 | ) | ||||
|
|
|
| |||||
Net decrease in net assets resulting from operations | (341,578 | ) | (167,079 | ) | ||||
|
|
|
| |||||
Distributions Declared to Shareholders | ||||||||
From net investment income | (105,626 | ) | — | |||||
|
|
|
| |||||
Total distributions declared to shareholders | (105,626 | ) | — | |||||
|
|
|
| |||||
Share Transactions | ||||||||
Subscriptions | — | 10,000,000 | ||||||
|
|
|
| |||||
Net increase from share transactions | — | 10,000,000 | ||||||
|
|
|
| |||||
Total increase (decrease) in net assets | (447,204 | ) | 9,832,921 | |||||
|
|
|
| |||||
Net Assets: | ||||||||
Beginning of period | 9,832,921 | — | ||||||
|
|
|
| |||||
End of period | 9,385,717 | 9,832,921 | ||||||
|
|
|
| |||||
Undistributed (Distributions in excess of) net investment income | (5,493 | ) | 26,210 | |||||
|
|
|
| |||||
Changes in Shares | ||||||||
Subscriptions | — | 500,000 | ||||||
|
|
|
| |||||
Net increase | — | 500,000 | ||||||
|
|
|
|
(a) | The Fund commenced operations on June 1, 2015. |
Amounts designated as “—” are $0.
See accompanying Notes to Financial Statements. | 19 |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS
Highland Funds I |
Highland HFR Event-Driven ETF | ||||||||
Six Months Ended December 31, 2015 (unaudited) ($) | Period Ended June 30, 2015(a) ($) | |||||||
Increase (Decrease) in Net Assets: | ||||||||
From Operations | ||||||||
Net investment income | 84,902 | 7,420 | ||||||
Net realized loss on investments, securities sold short and foreign currency transactions | (260,855 | ) | (8,062 | ) | ||||
Net change in unrealized appreciation (depreciation) on investments, securities sold short and foreign currency translations | (712,263 | ) | (170,509 | ) | ||||
|
|
|
| |||||
Net decrease in net assets resulting from operations | (888,216 | ) | (171,151 | ) | ||||
|
|
|
| |||||
Distributions Declared to Shareholders | ||||||||
From net investment income | (92,117 | ) | — | |||||
|
|
|
| |||||
Total distributions declared to shareholders | (92,117 | ) | — | |||||
|
|
|
| |||||
Share Transactions | ||||||||
Subscriptions | 888,661 | 10,000,000 | ||||||
|
|
|
| |||||
Net increase from share transactions | 888,661 | 10,000,000 | ||||||
|
|
|
| |||||
Total increase (decrease) in net assets | (91,672 | ) | 9,828,849 | |||||
|
|
|
| |||||
Net Assets: | ||||||||
Beginning of period | 9,828,849 | — | ||||||
|
|
|
| |||||
End of period | 9,737,177 | 9,828,849 | ||||||
|
|
|
| |||||
Undistributed net investment income | 2,263 | 9,478 | ||||||
|
|
|
| |||||
Changes in Shares | ||||||||
Subscriptions | 50,000 | 500,000 | ||||||
|
|
|
| |||||
Net increase | 50,000 | 500,000 | ||||||
|
|
|
|
(a) | The Fund commenced operations on June 1, 2015. |
Amounts designated as “—” are $0.
20 | See accompanying Notes to Financial Statements. |
Table of Contents
STATEMENTS OF CHANGES IN NET ASSETS
Highland Funds I |
Highland HFR Equity Hedge ETF | ||||||||
Six Months Ended December 31, 2015 (unaudited) ($) | Period Ended June 30, 2015(a) ($) | |||||||
Increase (Decrease) in Net Assets: | ||||||||
From Operations | ||||||||
Net investment loss | (47,344 | ) | (4,155 | ) | ||||
Net realized loss on investments, securities sold short and foreign currency transactions | (441,421 | ) | (130 | ) | ||||
Net change in unrealized appreciation (depreciation) on investments, securities sold short and foreign currency translations | 56,311 | (108,367 | ) | |||||
|
|
|
| |||||
Net decrease in net assets resulting from operations | (432,454 | ) | (112,652 | ) | ||||
|
|
|
| |||||
Share Transactions | ||||||||
Subscriptions | — | 10,000,000 | ||||||
|
|
|
| |||||
Net increase from share transactions | — | 10,000,000 | ||||||
|
|
|
| |||||
Total increase (decrease) in net assets | (432,454 | ) | 9,887,348 | |||||
|
|
|
| |||||
Net Assets: | ||||||||
Beginning of period | 9,887,348 | — | ||||||
|
|
|
| |||||
End of period | 9,454,894 | 9,887,348 | ||||||
|
|
|
| |||||
Accumulated net investment loss | (50,484 | ) | (3,140 | ) | ||||
|
|
|
| |||||
Changes in Shares | ||||||||
Subscriptions | — | 500,000 | ||||||
|
|
|
| |||||
Net increase | — | 500,000 | ||||||
|
|
|
|
(a) | The Fund commenced operations on June 1, 2015. |
Amounts designated as “—” are $0.
See accompanying Notes to Financial Statements. | 21 |
Table of Contents
Highland/iBoxx Senior Loan ETF |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | Year Ended June 30, | For the Period Ended 06/30/13(a) | ||||||||||||||
2015 | 2014 | |||||||||||||||
Net Asset Value, Beginning of Year/Period | $ | 19.19 | $ | 19.94 | $ | 19.93 | $ | 20.00 | ||||||||
Income from Investment Operations: | ||||||||||||||||
Net investment income(b) | 0.41 | 0.76 | 0.93 | 0.73 | ||||||||||||
Net realized and unrealized gain/(loss) | (1.14 | ) | (0.75 | ) | 0.08 | (0.13 | ) | |||||||||
|
|
|
|
|
|
|
| |||||||||
Total from investment operations | (0.73 | ) | 0.01 | 1.01 | 0.60 | |||||||||||
Less Distributions Declared to Shareholders: |
| |||||||||||||||
From net investment income | (0.40 | ) | (0.76 | ) | (0.93 | ) | (0.67 | ) | ||||||||
From net realized gains | — | — | (0.06 | ) | — | |||||||||||
From return of capital | — | (0.00 | )(h) | (0.01 | ) | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total distributions declared to shareholders | (0.40 | ) | (0.76 | ) | (1.00 | ) | (0.67 | ) | ||||||||
Net Asset Value, End of Year/Period | $ | 18.06 | $ | 19.19 | $ | 19.94 | $ | 19.93 | ||||||||
Total return(c) | (3.83 | )%(g) | 0.09 | % | 5.19 | % | 3.04 | %(g) | ||||||||
Ratios to Average Net Assets/Supplemental Data: |
| |||||||||||||||
Net assets, end of year/period (000s) | $ | 294,311 | $ | 324,371 | $ | 199,367 | $ | 89,672 | ||||||||
Gross operating expenses | 0.72 | %(d) | 0.73 | % | 0.92 | % | 1.62 | %(d) | ||||||||
Waiver/reimbursement | (0.17 | )%(d) | (0.18 | )% | (0.37 | )% | (1.07 | )%(d) | ||||||||
Net operating expenses(f) | 0.55 | %(d) | 0.55 | % | 0.55 | % | 0.55 | %(d) | ||||||||
Net investment income | 4.39 | %(d) | 3.90 | % | 4.68 | % | 5.60 | %(d) | ||||||||
Portfolio turnover rate | 21 | %(e) | 9 | % | 35 | % | 38 | %(e) |
(a) | The Highland/iBoxx Senior Loan ETF commenced operations on November 6, 2012. |
(b) | Per share data was calculated using average shares outstanding for the period. |
(c) | Total return is at net asset value assuming all distributions are reinvested. For periods with waivers/reimbursements, had the Fund’s Investment Adviser not waived or reimbursed a portion of expenses, total return would have been reduced. |
(d) | Annualized. |
(e) | Not annualized. |
(f) | Net expense ratio has been calculated after applying any waiver/reimbursement, if applicable. |
(g) | Total return is for the period indicated and is not annualized. |
(h) | Amount represents less than $0.01 per share. |
Amounts designated as “—” are $0.
22 | See accompanying Notes to Financial Statements. |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland HFR Global ETF |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Period Ended 06/30/15(a) | |||||||
Net Asset Value, Beginning of Period | $ | 19.67 | $ | 20.00 | ||||
Income from Investment Operations: |
| |||||||
Net investment income(b) | 0.15 | 0.05 | ||||||
Net realized and unrealized loss | (0.84 | ) | (0.38 | ) | ||||
|
|
|
| |||||
Total from investment operations | (0.69 | ) | (0.33 | ) | ||||
Less Distributions Declared to Shareholders: |
| |||||||
From net investment income | (0.21 | ) | — | |||||
|
|
|
| |||||
Total distributions declared to shareholders | (0.21 | ) | — | |||||
Net Asset Value, End of Period | $ | 18.77 | $ | 19.67 | ||||
Total return(c) | (3.50 | )%(d) | (1.65 | )%(d) | ||||
Ratios to Average Net Assets/Supplemental Data: |
| |||||||
Net assets, end of period (000s) | $ | 9,386 | $ | 9,833 | ||||
Gross operating expenses(f) | 2.01 | %(e) | 1.99 | %(e)(g) | ||||
Net operating expenses(f) | 2.01 | %(e) | 1.99 | %(e)(g) | ||||
Dividends and fees on securities sold short | 0.94 | % | 1.14 | %(e)(g) | ||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.07 | % | 0.85 | %(e) | ||||
Net investment income | 1.52 | %(e) | 2.94 | %(e) | ||||
Portfolio turnover rate | 94 | %(h) | 25 | %(h) |
(a) | The Highland HFR Global ETF commenced operations on June 1, 2015. |
(b) | Per share data was calculated using average shares outstanding for the period. |
(c) | Total return is at net asset value assuming all distributions are reinvested. |
(d) | Total return is for the period indicated and is not annualized. |
(e) | Annualized. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Expense ratios for start-up periods may not be representative of longer-term operating periods. |
(h) | Not annualized. |
Amounts designated as “—” are $0.
See accompanying Notes to Financial Statements. | 23 |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland HFR Event-Driven ETF |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Period Ended 06/30/15(a) | |||||||
Net Asset Value, Beginning of Period | $ | 19.66 | $ | 20.00 | ||||
Income from Investment Operations: |
| |||||||
Net investment income(b) | 0.16 | 0.01 | ||||||
Net realized and unrealized loss | (1.94 | ) | (0.35 | ) | ||||
|
|
|
| |||||
Total from investment operations | (1.78 | ) | (0.34 | ) | ||||
Less Distributions Declared to Shareholders: |
| |||||||
From net investment income | (0.18 | ) | — | |||||
|
|
|
| |||||
Total distributions declared to shareholders | (0.18 | ) | — | |||||
Net Asset Value, End of Period | $ | 17.70 | $ | 19.66 | ||||
Total return(c) | (9.06 | )%(d) | (1.70 | )%(d) | ||||
Ratios to Average Net Assets/Supplemental Data: |
| |||||||
Net assets, end of period (000s) | $ | 9,737 | $ | 9,829 | ||||
Gross operating expenses(f) | 2.08 | %(e) | 2.32 | %(e)(g) | ||||
Net operating expenses(f) | 2.08 | %(e) | 2.32 | %(e)(g) | ||||
Dividends and fees on securities sold short | 1.00 | %(e) | 1.47 | %(e)(g) | ||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.08 | %(e) | 0.85 | %(e) | ||||
Net investment income | 1.75 | %(e) | 0.94 | %(e) | ||||
Portfolio turnover rate | 91 | %(h) | 23 | %(h) |
(a) | The Highland HFR Event-Driven ETF commenced operations on June 1, 2015. |
(b) | Per share data was calculated using average shares outstanding for the period. |
(c) | Total return is at net asset value assuming all distributions are reinvested. |
(d) | Total return is for the period indicated and is not annualized. |
(e) | Annualized. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Expense ratios for start-up periods may not be representative of longer-term operating periods. |
(h) | Not annualized. |
Amounts designated as “—” are $0.
24 | See accompanying Notes to Financial Statements. |
Table of Contents
FINANCIAL HIGHLIGHTS
Highland HFR Equity Hedge ETF |
Selected data for a share outstanding throughout each period is as follows:
For the Six Months Ended 12/31/15 (unaudited) | For the Period Ended 06/30/15(a) | |||||||
Net Asset Value, Beginning of Period | $ | 19.77 | $ | 20.00 | ||||
Income from Investment Operations: |
| |||||||
Net investment loss(b) | (0.09 | ) | (0.01 | ) | ||||
Net realized and unrealized loss | (0.77 | ) | (0.22 | ) | ||||
|
|
|
| |||||
Total from investment operations | (0.86 | ) | (0.23 | ) | ||||
Net Asset Value, End of Period | $ | 18.91 | $ | 19.77 | ||||
Total return(c) | (4.35 | )%(d) | (1.15 | )%(d) | ||||
Ratios to Average Net Assets/Supplemental Data: |
| |||||||
Net assets, end of period (000s) | $ | 9,455 | $ | 9,887 | ||||
Gross operating expenses(f) | 1.79 | %(e) | 1.69 | %(e)(g) | ||||
Net operating expenses(f) | 1.79 | %(e) | 1.69 | %(e)(g) | ||||
Dividends and fees on securities sold short | 0.71 | %(e) | 0.84 | %(e)(g) | ||||
Net operating expenses (excluding dividends and fees on securities sold short) | 1.08 | %(e) | 0.85 | %(e) | ||||
Net investment loss | (0.98 | )%(e) | (0.52 | )%(e) | ||||
Portfolio turnover rate | 65 | %(h) | 16 | %(h) |
(a) | The Highland HFR Equity Hedge ETF commenced operations on June 1, 2015. |
(b) | Per share data was calculated using average shares outstanding for the period. |
(c) | Total return is at net asset value assuming all distributions are reinvested. |
(d) | Total return is for the period indicated and is not annualized. |
(e) | Annualized. |
(f) | Includes dividends and fees on securities sold short. |
(g) | Expense ratios for start-up periods may not be representative of longer-term operating periods. |
(h) | Not annualized. |
See accompanying Notes to Financial Statements. | 25 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited)
December 31, 2015 | Highland Funds I |
Note 1. Organization
Highland Funds I (the “Trust”) was organized as a Delaware statutory trust on February 28, 2006. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company with eight separate portfolios. The financial statements herein are those of the Highland/iBoxx Senior Loan ETF, Highland HFR Global ETF (“HFR Global ETF”), Highland HFR Event-Driven ETF (“HFR Event-Driven ETF”) and Highland HFR Equity Hedge ETF (“HFR Equity Hedge ETF”) (each a “Fund” and, collectively, the “Funds”). Each Fund is a non-diversified exchange-traded fund (“ETF”). The financial statements of the remaining funds of the Trust are presented separately. On November 6, 2012, the Highland/ iBoxx Senior Loan ETF issued 1,500,000 shares. The beginning net assets of the Fund on such date were $30,000,000. On June 1, 2015, HFR Global ETF, HFR Event-Driven ETF and HFR Equity Hedge ETF each issued 500,000 shares. The beginning net assets of each Fund on such date were $10,000,000.
Investment Objectives
The investment objectives of the Funds are as follows:
Highland/iBoxx Senior Loan ETF. To provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Markit iBoxx USD Liquid Leveraged Loan Index.
HFR Global ETF. To provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the HFRL Global Index.
HFR Event-Driven ETF. To provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the HFRL Event-Driven Index.
HFR Equity Hedge ETF. To provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the HFRL Equity Hedge Index.
Fund Shares
Shares of each Fund are listed and traded on the NYSE Arca, Inc. Market prices for the shares of the Funds may be different from their net asset value (“NAV”). The Funds issue and redeem shares on a continuous basis at NAV only to authorized participants who have entered into agreements with the Funds’ distributor (“Authorized Participants”) in exchange for the deposit or delivery of a basket of assets (securities and/or cash) in large blocks, known as Creation Units, each of which comprises 100,000 shares for Highland/iBoxx Senior Loan ETF and 50,000 shares for HFR Global ETF, HFR Event-Driven ETF and HFR Equity Hedge
ETF. Once created, shares will trade in a secondary market at market prices that change throughout the day in amounts less than a Creation Unit.
Note 2. Significant Accounting Policies
The following summarizes the significant accounting policies consistently followed by the Funds in the preparation of their financial statements.
Use of Estimates
The Funds are investment companies that follow the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies. Each Funds’ financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Valuation of Investments
In computing each Fund’s net assets attributable to shares, securities with readily available market quotations on the New York Stock Exchange, 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 quotation will be valued pursuant to policies adopted by the Funds’ Board of Trustees. 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. Investments in mutual funds are valued at their respective net asset values as determined by those mutual funds each business day. Generally, each 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 Highland Capital Management Fund Advisors, L.P. (the “Investment Adviser”) has determined generally have the capability to provide appropriate pricing and have been approved by the Funds’ Board of Trustees (the “Board”).
26 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Securities for which market quotations are not readily available and for which each Fund has determined the price received from a pricing service or broker-dealer is “stale” or otherwise does not represent fair value (such as when events materially affecting the value of securities occur between the time when market price is determined and calculation of each Fund’s NAV), will be valued by each Fund at fair value, as determined by the Board or its designee in good faith in accordance with procedures approved by the Board, taking into account factors reasonably determined to be relevant, including, among other things: (i) the fundamental analytical data relating to the investment; (ii) the nature and duration of restrictions on disposition of the securities; and (iii) an evaluation of the forces that influence the market in which these securities are purchased and sold. In these cases, each 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 net asset values. Determination of fair value is uncertain because it involves subjective judgments and estimates.
There can be no assurance that each 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 on the Funds.
The NAV shown in a Fund’s financial statements may vary from the NAV published by the Fund as of its fiscal year end because portfolio securities transactions are accounted for on the trade date (rather than the day following the trade date) for financial statement purposes and/or because of information relating to the value of the Fund’s portfolio securities as of the Fund’s fiscal year end that became available prior to the completion of this annual report that was not available at the time the Fund’s NAV as of its fiscal year end was published.
Fair Value Measurements
The Funds have performed an analysis of all existing investments and derivative instruments to determine the significance and character of all inputs to their fair value determination. The levels of fair value inputs used to measure the Funds’ investments are characterized into a fair value hierarchy. Where inputs for an asset or liability fall into more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that 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 Funds have 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 Funds have obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on, as such quotes can be subject to material management judgment. Unobservable inputs are those inputs that reflect the Funds’ own assumptions that market participants would use to price the asset or liability based on the best available information. |
The Investment Adviser has established policies and procedures, as described above and approved by the Board, to ensure that valuation methodologies for investments and financial instruments that are categorized within all levels of the fair value hierarchy are fair and consistent. A Pricing Committee has been established to provide oversight of the valuation policies, processes and procedures, and is comprised of personnel from the Investment Adviser. The Pricing Committee meets monthly to review the proposed valuations for investments and financial instruments and is responsible for evaluating the overall fairness and consistent application of established policies.
As of December 31, 2015, the Funds’ investments consisted of senior loans, corporate bonds and notes, common stocks, exchange traded funds and securities sold short. The fair value of the Funds’ loans and bonds are generally based on quotes received from brokers or independent pricing services. Loans and bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets. Loans and bonds that are priced using quotes derived from implied values, indicative bids, or a limited
Semi-Annual Report | 27 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
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.
Exchange traded funds (“ETFs”) traded on a recognized securities exchange are valued at the last reported sale price that day or the official closing price on a recognized securities exchange they trade on, if applicable. The fair value of the Funds’ common stocks and exchange-traded funds 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.
At the end of each calendar quarter, management evaluates the Level 2 and 3 assets and liabilities for changes in liquidity, including but not limited to: whether a broker is
willing to execute at the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the Level 1 and 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds 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 levels of inputs used to value the Funds’ assets as of December 31, 2015 is as follows:
Total Market Value at 12/31/15 | Level 1 Quoted Prices | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Highland/iBoxx Senior Loan ETF | ||||||||||||||||
Assets | ||||||||||||||||
US Senior Loans* | $ | 226,920,049 | $ | — | $ | 226,920,049 | $ | — | ||||||||
Foreign Domiciled Senior Loans* | 61,995,274 | — | 61,995,274 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 288,915,323 | $ | — | $ | 288,915,323 | $ | — | ||||||||
|
|
|
|
|
|
|
|
* | Please refer to the Investment Portfolio for industry/country breakout. |
Amounts designated as “—” are $0.
Total Market Value at 12/31/15 | Level 1 Quoted Prices | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Highland HFR Global ETF | ||||||||||||||||
Assets | ||||||||||||||||
Common Stock* | $ | 3,928,476 | $ | 3,928,476 | $ | — | $ | — | ||||||||
Corporate Bonds* | 2,195,898 | — | 2,195,898 | — | ||||||||||||
Exchange Traded Funds | 965,870 | 965,870 | — | — | ||||||||||||
Foreign Common Stock* | 218,529 | 218,529 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 7,308,773 | $ | 5,112,875 | $ | 2,195,898 | $ | — | ||||||||
|
|
|
|
|
|
|
| |||||||||
Securities Sold Short | ||||||||||||||||
Exchange Traded Funds | $ | (1,800,258 | ) | $ | (1,800,258 | ) | $ | — | $ | — | ||||||
Common Stock* | (740,928 | ) | (740,928 | ) | — | — | ||||||||||
Foreign Common Stock* | (190,810 | ) | (190,810 | ) | — | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Securities Sold Short | $ | (2,731,996 | ) | $ | (2,731,996 | ) | $ | — | $ | — | ||||||
|
|
|
|
|
|
|
|
* | Please refer to the Investment Portfolio for industry/country breakout. |
Amounts designated as “—” are $0.
28 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Total Market Value at 12/31/15 | Level 1 Quoted Prices | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Highland HFR Event-Driven ETF | ||||||||||||||||
Assets | ||||||||||||||||
Common Stock* | $ | 6,554,285 | $ | 6,554,285 | $ | — | $ | — | ||||||||
Corporate Bonds* | 1,453,700 | — | 1,453,700 | — | ||||||||||||
Foreign Common Stock* | 1,117,340 | 1,117,340 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 9,125,325 | $ | 7,671,625 | $ | 1,453,700 | $ | — | ||||||||
|
|
|
|
|
|
|
| |||||||||
Securities Sold Short | ||||||||||||||||
Exchange Traded Funds | $ | (1,675,280 | ) | $ | (1,675,280 | ) | $ | — | $ | — | ||||||
Common Stock* | (1,199,650 | ) | (1,199,650 | ) | — | — | ||||||||||
Foreign Common Stock* | (167,985 | ) | (167,985 | ) | — | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Securities Sold Short | $ | (3,042,915 | ) | $ | (3,042,915 | ) | $ | — | $ | — | ||||||
|
|
|
|
|
|
|
|
* | Please refer to the Investment Portfolio for industry/country breakout. |
Amounts designated as “—” are $0.
Total Market Value at 12/31/15 | Level 1 Quoted Prices | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Highland HFR Equity Hedge ETF | ||||||||||||||||
Assets | ||||||||||||||||
Common Stock* | $ | 5,072,194 | $ | 5,072,194 | $ | — | $ | — | ||||||||
Foreign Common Stock* | 846,907 | 846,907 | — | — | ||||||||||||
Exchange Traded Fund | 144,418 | 144,418 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 6,063,519 | $ | 6,063,519 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
| |||||||||
Securities Sold Short | ||||||||||||||||
Exchange Traded Funds | $ | (1,856,764 | ) | $ | (1,856,764 | ) | $ | — | $ | — | ||||||
Foreign Common Stock* | (290,862 | ) | (290,862 | ) | — | — | ||||||||||
Common Stock* | (278,426 | ) | (278,426 | ) | — | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Securities Sold Short | $ | (2,426,052 | ) | $ | (2,426,052 | ) | $ | — | $ | — | ||||||
|
|
|
|
|
|
|
|
* | Please refer to the Investment Portfolio for industry/country breakout. |
Amounts designated as “—” are $0.
For the period ended December 31, 2015 there were no transfers within the Funds between Level 1, Level 2 or Level 3. For the period ended December 31, 2015, there were no Level 3 investments.
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.
Cash and Cash Equivalents
The Funds consider liquid assets deposited with a bank, and certain short term debt instruments with original
maturities of 3 months or less to be cash equivalents. These investments represent amounts held with financial institutions that are readily accessible to pay Fund expenses or purchase investments. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value. The value of cash equivalents denominated in foreign currencies is determined by converting to U.S. dollars on the date of the Statement of Assets and Liabilities.
Foreign Currency
Accounting records of the Funds are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities denominated in foreign currencies are
Semi-Annual Report | 29 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
translated into U.S. dollars at the exchange rates using the current 4:00 PM London Time Spot Rate. Fluctuations in the value of the foreign currencies and other assets and liabilities resulting from changes in exchange rates, between trade and settlement dates on securities transactions and between the accrual and payment dates on dividends, interest income and foreign withholding taxes, are recorded as unrealized foreign currency gains/(losses). Realized gains/(losses) and unrealized appreciation/(depreciation) on investment securities and income and expenses are translated on the respective dates of such transactions. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statement of Operations from the effects of changes in market prices of those securities, but are included with the net realized and unrealized gain or loss on investment securities.
Securities Sold Short
HFR Global ETF, HFR Event-Driven ETF and HFR Equity Hedge ETF may sell securities short. A security sold short is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline. When a 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. As of December 31, 2015, the HFR Global ETF, HFR Event-Driven ETF and HFR Equity Hedge ETF held securities sold short. Securities valued at $3,827,630, $2,650,269 and $4,791,826 were posted as collateral in the HFR Global ETF, HFR Event-Driven ETF and HFR Equity Hedge ETF, respectively.
Creation Units
Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Shares of each Fund may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company (“DTC”) participant and, in each case, must have executed an Authorized Participant Agreement with the Funds’ distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from a Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees.
Income Recognition
Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums of debt instruments.
U.S. Federal Income Tax Status
Each Fund intends to continue 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 their 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, each Fund intends to distribute, in each calendar year, all of its net investment income, capital gains and certain other amounts, if any, such that it should not be subject to U.S. federal excise tax. Therefore, no U.S. federal income or excise tax provisions are recorded.
Management has analyzed the Funds’ tax positions taken on federal income tax returns for all open tax years (current and prior tax year), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. The Funds’ federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
Distributions to Shareholders
Each Fund intends to pay distributions from net investment income, if any, on a monthly basis. Each Fund intends to pay net realized capital gains, if any, on an annual basis.
Note 3. U.S. Federal Tax Information
The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain/(loss) on investment transactions for a reporting period may differ significantly from distributions during such period.
Reclassifications are made to the Funds’ capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.
For the year or period ended June 30, 2015, permanent differences chiefly resulting from dividend expense reclasses, return of capital and foreign currency
30 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
transactions were identified and reclassified among the components of the Funds’ net assets as follows:
Undistributed Net Income | Accumulated Net Realized Loss | Paid-in Capital | ||||||||||
Highland/iBoxx Senior Loan ETF | $ | 54,483 | $ | — | $ | (54,483 | ) | |||||
Highland HFR Global ETF | 2,965 | (2,965 | ) | — | ||||||||
Highland HFR Event- Driven ETF | 2,058 | (2,058 | ) | — | ||||||||
Highland HFR Equity Hedge ETF | 1,015 | (1,015 | ) | — |
The tax character of distributions paid during the prior two fiscal years ended June 30, was as follows:
Distributions paid from: | ||||||||||||
Ordinary Income* | Long- Capital | Return of Capital | ||||||||||
Highland/iBoxx Senior Loan ETF | ||||||||||||
2015 | $ | 11,292,490 | $ | — | $ | 54,483 | ||||||
2014 | 6,633,867 | — | 72,785 |
* | For tax purposes, short-term capital gains distributions, if any, are considered ordinary income distributions. |
As of June 30, 2015, the Funds’ most recent tax year end, the components of distributable earnings on a tax basis were as follows:
Capital Loss Carryforward | Net Depreciation* | Undistributed Ordinary Income | Other Temporary Differences | Late-Year Loss Deferral | ||||||||||||||||
Highland/iBoxx Senior Loan ETF | $ | (3,331,085 | ) | $ | (7,121,012 | ) | $ | — | $ | 1 | $ | — | ||||||||
Highland HFR Global ETF | (6,213 | ) | (187,076 | ) | 26,210 | — | — | |||||||||||||
Highland HFR Event-Driven ETF | (6,482 | ) | (174,147 | ) | 9,478 | — | — | |||||||||||||
Highland HFR Equity Hedge ETF | (1,145 | ) | (108,367 | ) | — | — | (3,140 | ) |
* | Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are primarily due to deferral of losses from wash sales. |
Deferred Late-Year Losses represent ordinary losses realized on investment transactions from January 1, 2015 through June 30, 2015 and specified losses realized on investment transactions from November 1, 2014 through June 30, 2015, that, in accordance with Federal income tax regulations, the Fund defers and treats as having arisen in the following fiscal year.
Under the Regulated Investment Company Modernization Act of 2010, Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. Losses carried forward under these new provisions as of June 30, 2015 are as follows:
Short- Loss | Long- Loss | Total | ||||||||||
Highland/iBoxx Senior Loan ETF | $ | (2,163,036 | ) | $ | (1,168,049 | ) | $ | (3,331,085 | ) | |||
Highland HFR Global ETF | (6,213 | ) | — | (6,213 | ) | |||||||
Highland HFR Event-Driven ETF | (6,482 | ) | — | (6,482 | ) | |||||||
Highland HFR Equity Hedge ETF | (1,145 | ) | — | (1,145 | ) |
Unrealized appreciation and depreciation at December 31, 2015, based on cost of investments for U.S. federal income tax purposes (excluding securities sold short), was:
Gross Appreciation | Gross Depreciation | Net Depreciation* | Cost | |||||||||||||
Highland/iBoxx Senior Loan ETF | $ | 47,176 | $ | (21,304,298 | ) | $ | (21,257,122 | ) | $ | 310,172,445 | ||||||
Highland HFR Global ETF | 143,900 | (642,906 | ) | (499,006 | ) | 7,807,779 | ||||||||||
Highland HFR Event- Driven ETF | 341,537 | (1,364,955 | ) | (1,023,418 | ) | 10,148,743 | ||||||||||
Highland HFR Equity Hedge ETF | 241,816 | (400,457 | ) | (158,641 | ) | 6,222,160 |
* | Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are primarily due to deferral of losses from wash sales. |
Semi-Annual Report | 31 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Note 4. Advisory, Administration, Service and Distribution, Trustee, and Other Fees
Investment Advisory Fees
The Investment Adviser receives from the Highland/iBoxx Senior Loan ETF, HFR Global ETF, HFR Event-Driven ETF and HFR Equity Hedge ETF monthly investment advisory fees, computed and accrued daily based on the Average Daily Managed Assets of each Fund, at the annual rate of 0.45%, 0.85%, 0.85% and 0.85%, respectively.
“Average Daily Managed Assets” of a Fund means the average daily value of the total assets of the Fund less all accrued liabilities of the Fund (other than the aggregate amount of any outstanding borrowings constituting financial leverage). The Adviser is responsible for all of the expenses of HFR Global ETF, HFR Event-Driven ETF and HFR Equity Hedge ETF, excluding the management fee, acquired fund fees and expenses, interest expense, trading expenses, taxes and extraordinary expenses.
Administration Fees
SEI Investments Global Funds Services (the “Administrator”) serves as the Funds’ Administrator pursuant to an Administration Agreement. For its services under the Administration Agreement, the Administrator receives a monthly administration fee from the Funds, calculated and assessed in arrears based on the aggregate net assets of the Funds, subject to an annual minimum fee. For the period ended December 31, 2015, Highland/iBoxx Senior Loan ETF paid $126,977 for these services.
Service and Distribution Fees
SEI Investments Distribution Co. (the “Distributor) serves as the Funds’ underwriter and distributor of shares pursuant to a Distribution Agreement. Under the Distribution Agreement, the Distributor, as agent, receives orders to create and redeem shares in Creation Unit Aggregations and transmits such orders to the Funds’ custodian and transfer agent. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor bears the following costs and expenses relating to the distribution of shares: (i) the costs of processing and maintaining records of creations of Creation Units; (ii) all cost of maintaining the records required of a registered broker/dealer; (iii) the expenses of maintaining its registration or qualification as a dealer or broker under Federal or state laws; (iv) filing fees; and (v) all other expenses incurred in connection with the distribution services as contemplated in the Distribution Agreement. The Distributor does not maintain any secondary market in Fund shares.
Expense Limits and Fee Reimbursements
The Investment Adviser has contractually agreed to limit the total annual operating expenses (exclusive of taxes, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses (collectively, the “Excluded Expenses”)) of the Highland/iBoxx Senior Loan ETF (for purposes of this section only, the “Fund”) to 0.55% of average daily net assets of the Fund (the “Expense Cap”). The Expense Cap will continue through at least October 31, 2016, and may not be terminated prior to this date without the action or consent of the Board. The Trust, on behalf of the Fund, has contractually agreed to pay the Adviser all amounts previously paid, waived or reimbursed by the Adviser with respect to the Fund pursuant to the Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses (excluding Excluded Expenses) of the Fund, in the aggregate, would not cause the Fund’s total annual operating expenses in any such year to exceed the amount of the Expense Cap or any other agreed upon expense limitation for that year, and provided further that no additional payments by the Trust will be made with respect to amounts paid, waived or reimbursed by the Adviser more than thirty-six (36) months from the date such amounts were paid, waived or reimbursed. The Adviser may not recoup any amounts previously paid, waived or reimbursed under the Expense Cap before payment of the Fund’s operating expenses for the year in which the Adviser intends to recoup such amounts.
As of December 31, 2015, pursuant to the above, fees previously waived and reimbursed by the Investment Adviser that may be subject to possible future reimbursement to the Investment Adviser were $371,764 expiring in 2016, $490,642 expiring in 2017, $526,374 expiring in 2018 and $262,996 expiring in 2019.
Fees Paid to Officers and Trustees
Each Trustee who is not an “interested person” of the Funds as defined in the 1940 Act (the “Independent Trustees”) receives an annual retainer of $150,000 payable in quarterly installments and allocated among each portfolio in the Highland Fund Complex based on relative net assets. The “Highland Fund Complex” consists of all of the registered investment companies and NexPoint Capital, Inc., a closed-end management investment company that has elected to be treated as a business development company under the 1940 Act, which are each advised by the Investment Adviser or its affiliated advisers as of the date of this report. Although the Funds believe that Mr. Powell is technically no longer an “interested person” of the Funds, in light of his previous employment with the Investment Adviser and an affiliate of the Investment
32 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
Adviser, it is possible that the SEC might in the future determine Mr. Powell to be an “interested person” of the Funds. Therefore, the Funds intend to treat Mr. Powell as an “interested person” of the Funds for all purposes other than compensation (Mr. Powell will be compensated at the same rate as the Independent Trustees) from December 16, 2015 until December 4, 2017 (the second anniversary of his resignation). The Funds pay no compensation to their officers, all of whom are employees of the Investment Adviser.
Note 5. Portfolio Information
For the period ended December 31, 2015, the cost of purchases and the proceeds from sales of the Funds’ portfolio securities (excluding in-kind transactions and short-term investments) amounted to the following:
U.S. Government | Other Securities | |||||||||||||||
Purchases | Sales | Purchases | Sales | |||||||||||||
Highland/iBoxx Senior Loan ETF | $ | — | $ | — | $ | 66,992,692 | $ | 65,756,069 | ||||||||
Highland HFR Global ETF | — | — | 8,785,923 | 11,102,151 | ||||||||||||
Highland HFR Event-Driven ETF | — | — | 9,826,044 | 8,158,425 | ||||||||||||
Highland HFR Equity Hedge ETF | — | — | 4,599,104 | 6,305,476 |
* | The Funds did not have any purchases or sales of U.S. Government Securities for the period ended December 31, 2015. |
Note 6. Indemnification
Each Fund has a variety of indemnification obligations under contracts with their service providers. The Funds’ maximum exposure under these arrangements is unknown. However, each Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
Note 7. Disclosure of Significant Risks and Contingencies
Counterparty Risk
A counterparty (the other party to a transaction or an agreement or the party with whom a Fund executes transactions) to a transaction with a Fund may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations.
Credit Risk
Investments rated below investment grade are commonly referred to as “high yield securities” or “junk securities”. They are regarded as predominantly speculative with respect to the issuing company’s continuing ability to meet
principal and interest payments. Investments in high-yield securities may result in greater NAV fluctuation than if the Funds did not make such investments.
Corporate debt obligations, including senior loans, are subject to the risk of non-payment of scheduled interest and/or principal. Non-payment would result in a reduction of income to a Fund, a reduction in the value of the corporate debt obligation experiencing non-payment and a potential decrease in the NAV of a Fund.
Currency Risk
A portion of the Funds’ assets may be quoted or denominated in non-U.S. currencies. These securities may be adversely affected by fluctuations in relative currency exchange rates and by exchange control regulations. The Funds’ investment performance may be negatively affected by a devaluation of a currency in which the Funds’ investments are quoted or denominated. Further, the Funds’ investment performance may be significantly affected, either positively or negatively, by currency exchange rates because the U.S. dollar value of securities quoted or denominated in another currency will increase or decrease in response to changes in the value of such currency in relation to the U.S. dollar.
Debt Securities and Leveraged Loans Risk
The market prices of debt securities generally fluctuate inversely with changes in interest rates so that the value of investments in such securities can be expected to decrease as interest rates rise and increase as interest rates fall. Such changes may be greater among debt securities with longer maturities. Leveraged loans are subject to the same risks typically associated with debt securities. In addition, leveraged loans, which typically hold a senior position in the capital structure of a borrower, are subject to the risk that a court could subordinate such loans to presently existing or future indebtedness or take other action detrimental to the holders of leveraged loans. Leveraged loans are also especially subject to the risk that the value of the collateral, if any, securing a loan may decline, be insufficient to meet the obligations of the borrower or be difficult to liquidate.
Focused Investment Risk
The Funds’ investments in senior loans arranged through private negotiations between a borrower and several financial institutions may expose the Funds to risks associated with the financial services industry. The financial services industry is subject to extensive government regulation, which can limit both the amounts and types of loans and other financial commitments financial services companies can make and the interest rates and fees they
Semi-Annual Report | 33 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
can charge. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change. Because financial services companies are highly dependent on short-term interest rates, they can be adversely affected by downturns in the U.S. and foreign economies or changes in banking regulations. Losses resulting from financial difficulties of borrowers can negatively affect financial services companies.
Industry Concentration Risk
Because a Fund may invest 25% or more of the value of its assets in an industry or group of industries to the extent that the Underlying Index concentrates in an industry or group of industries, a Fund’s performance largely depends on the overall condition of such industry or group of industries and a Fund is susceptible to economic, political and regulatory risks or other occurrences associated with that industry or group of industries.
Lender Liability Risk
A number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories founded upon the premise that an institutional lender has violated a duty of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of the Funds’ investments, the Funds or the Investments Adviser could be subject to such liability.
Market Risk
The Funds’ share price will fluctuate with changes in the market value of its portfolio securities. Many factors can affect this value and you may lose money by investing in the Funds.
Non-Diversification Risk
Due to the nature of each Fund’s investment strategy and its non-diversified status, it is possible that a material amount of the Funds’ portfolio could be invested in the securities of one or a few issuers. Investing a significant portion of the Funds’ portfolios in any one or a few issuers may result in the Funds’ shares being more sensitive to the economic results of those few issuers.
Non-Payment Risk
Debt securities are subject to the risk of non-payment of scheduled interest and/or principal. Non-payment would result in a reduction of income to the Fund, a reduction in the value of the obligation experiencing non-payment and
a potential decrease in the Funds’ NAV and the market price of the Funds’ shares.
Ongoing Monitoring Risk
On behalf of the several lenders, the agent generally will be required to administer and manage the senior loans and, with respect to collateralized senior loans, to service or monitor the collateral. Financial difficulties of agents can pose a risk to each Fund. Unless, under the terms of the loan, a Fund has direct recourse against the borrower, a Fund may have to rely on the agent or other financial intermediary to apply appropriate credit remedies against a borrower.
Regulatory Risk
To the extent that legislation or state or federal regulators impose additional requirements or restrictions with respect to the ability of financial institutions to make loans in connection with highly leveraged transactions, the availability of Senior Loan interests for investment by the Funds may be adversely affected.
Short Sale Risk
Short sales by the Funds 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 Funds 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 Funds may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, a 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.
Note 8. Credit Agreement
Effective November 2, 2012, the iBoxx Senior Loan ETF entered into a $25,000,000 credit agreement (the “Credit Agreement”) with State Street Bank, with an expiration date of November 1, 2013. On May 24, 2013, the Credit Agreement expiration date was extended to May 23, 2014. On May 23, 2014, the Credit Agreement expiration date
34 | Semi-Annual Report |
Table of Contents
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
December 31, 2015 | Highland Funds I |
was extended to May 22, 2015. On October 27, 2014, the Credit Agreement was amended to raise the maximum borrowing amount to $150,000,000. On May 22, 2015, the Credit Agreement expiration date was extended to May 20, 2016. On August 31, 2015 the Credit Agreement was amended to include the addition of three new funds; (a) Highland HFR Equity Hedge ETF, (b) Highland HFR Event-Driven ETF and (c) Highland HFR Global ETF, each a series of Highland Funds I. Interest is charged at a rate equal to the higher of the federal funds rate or adjusted LIBOR plus 1.25% per annum based on any outstanding borrowings. In addition, a commitment fee of 0.20% per annum is charged. The Commitment fees are included in Other Expenses in the Statement of Operations.
During the period ended December 31, 2015, the Funds did not have any outstanding borrowings.
Note 9. Change of Independent Registered Public Accounting Firm
The Funds have selected KPMG, LLP (“KPMG”) to serve as the Funds’ independent registered public accounting firm for the Funds’ fiscal year ended June 30, 2016. The decision to select KPMG was recommended by the Funds’ Audit Committee and approved by the Board on September 11, 2015. With respect to the Funds’ fiscal years ended June 30, 2014 and June 30, 2015, for which PricewaterhouseCoopers, LLP (“PwC”) served as the Funds’ independent registered public accounting firm, neither the Funds, nor anyone on their behalf, consulted with KPMG on items which: (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Funds’ financial statements; or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(iv) of said Item 304). The selection of KPMG does not reflect any disagreements with or dissatisfaction by the Funds or the Board with the performance of PwC. The decision not to renew the engagement of PwC, effective upon its completion of its audit for the fiscal year ended June 30, 2015, and to select KPMG was recommended by the Funds’ Audit Committee and approved by the Board. PwC’s report on the Funds’ financial statements for the fiscal years ended June 30, 2014 and June 30, 2015 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. With respect to the Funds’ fiscal years ended June 30, 2014 and June 30, 2015, (i) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of
PwC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Funds’ financial statements for such years; and (ii) there were no “reportable events” of the kind described in Item 304(a)(1)(v) of Regulation S-K.
Note 10. New Accounting Pronouncements
In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02 regarding “Consolidation (Topic 810): Amendments to the Consolidation Analysis”. The amendments in this update are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. ASU No. 2015-02 will modify the evaluation of limited partnerships and similar legal entities as variable interest entities (VIEs). This update will eliminate the presumption that a general partner should consolidate a limited partnership. This update also affects the consolidation analysis of reporting entities that are involved with VIEs. The update also provides a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements similar to Rule 2a-7 of the investment Company Act of 1940 for registered money market funds.
In April 2015, FASB issued ASU No. 2015-03 regarding “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-03 will simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments.
In May 2015, FASB issued ASU No. 2015-07 regarding “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share”. The amendments in this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-07 will eliminate the requirement to categorize investments in the fair value hierarchy if their fair value is measured at NAV per share (or its equivalent) using the practical expedient in the FASB’s fair value measurement guidance.
At this time management is evaluating the implications of these ASU’s and their impact on the financial statement disclosures has not yet been determined.
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NOTES TO FINANCIAL STATEMENTS (unaudited) (concluded)
December 31, 2015 | Highland Funds I |
Note 11. Subsequent Events
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
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ADDITIONAL INFORMATION (unaudited)
December 31, 2015 | Highland Funds I |
Additional Portfolio Information
Net asset value, or “NAV,” is the price per share at which each Fund issues and redeems shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The “Market Price” of each Fund generally is determined using the midpoint between the bid and the ask on the stock exchange on which the shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Each Fund’s Market Price may be at, above or below its NAV. The NAV of each Fund will fluctuate with changes in the market value of its holdings. The Market Price of each Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand. Shareholders may pay more than NAV when they buy Fund shares and receive less than NAV when they sell those shares, because shares are bought and sold at current Market Prices. Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of each Fund on a given day, generally at the time NAV is calculated. A premium is the amount that a Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that a Fund is trading below the reported NAV, expressed as a percentage of the NAV. Further information regarding premiums and discounts for the Fund is available on the Funds’ website at www.highlandfunds.com.
The Investment Adviser and its affiliates manage other accounts, including private funds and individual accounts. Although investment decisions for the Funds 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 Funds, 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 a Fund and one or more other accounts is prepared to invest in, or desires to dispose of, the same security, available investments or opportunities for each are allocated in a manner believed by the Investment Adviser to be equitable over time. The Investment Adviser may aggregate orders, which may include orders for accounts in which the Investment Adviser or its affiliates have an interest, to purchase and
sell securities to obtain favorable execution or lower brokerage commissions, to the extent permitted by applicable laws and regulations. Although the Investment Adviser believes that, over time, the potential benefits of participating in volume transactions and negotiating lower transaction costs should benefit all participating accounts, in some cases these activities may adversely affect the price paid or received or the size of the position obtained by or disposed of for a Fund.
Where trades are aggregated, the investments or proceeds, as well as the expenses incurred, will be allocated by the Investment Adviser in a manner designed to be equitable and consistent with the Investment Adviser’s fiduciary duty to the Funds and its other clients (including its duty to seek to obtain best execution of client trades).
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, and other Fund expenses. This example is intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the six-month period July 1, 2015 through December 31, 2015, unless otherwise indicated. This table illustrates your Fund’s costs in two ways:
Actual Expenses: The first part of the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes: The second part of the table provides information about hypothetical account values and hypothetical expenses based on your Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Funds’ actual return. The actual expense ratio includes voluntary fee waivers or expense reimbursements by the Funds’ investment adviser. The expense ratio would be higher had the fee waivers or expense reimbursements not been in effect. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You
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ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | Highland Funds I |
may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second part of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 07/01/15 | Ending Account Value 12/31/15 | Annualized Expense Ratios | Expenses Paid During Period* | Actual Returns for Period | ||||||||||||||||
Highland/iBoxx Senior Loan ETF |
| |||||||||||||||||||
Actual Fund Return | $ | 1,000.00 | $ | 961.70 | 0.55 | % | $ | 2.72 | (3.83 | )% | ||||||||||
Hypothetical | $ | 1,000.00 | $ | 1,022.43 | 0.55 | % | $ | 2.80 | 2.24 | % | ||||||||||
Highland HFR Global ETF |
| |||||||||||||||||||
Actual Fund Return | $ | 1,000.00 | $ | 965.00 | 2.01 | % | $ | 9.96 | (3.50 | )% | ||||||||||
Hypothetical | $ | 1,000.00 | $ | 1,015.07 | 2.01 | % | $ | 10.21 | 1.69 | % | ||||||||||
Highland HFR Event-Driven ETF |
| |||||||||||||||||||
Actual Fund Return | $ | 1,000.00 | $ | 909.40 | 2.08 | % | $ | 10.01 | (9.06 | )% | ||||||||||
Hypothetical | $ | 1,000.00 | $ | 1,014.72 | 2.08 | % | $ | 10.56 | 1.63 | % | ||||||||||
Highland HFR Equity Hedge ETF |
| |||||||||||||||||||
Actual Fund Return | $ | 1,000.00 | $ | 956.50 | 1.79 | % | $ | 8.83 | (4.35 | )% | ||||||||||
Hypothetical | $ | 1,000.00 | $ | 1,016.18 | 1.79 | % | $ | 9.10 | 1.79 | % |
* | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the hypothetical six-month period, multiplied by 184/365 (to reflect the one-half year period). |
Approval of Highland/iBoxx Senior Loan ETF
Advisory Agreement
The Fund has retained the Investment Adviser to manage the assets of the Fund pursuant to an investment advisory agreement between the Investment Adviser and the Fund (the “Advisory Agreement”). The Advisory Agreement has been approved by the Fund’s Board of Trustees, including a majority of the Independent Trustees.
The Advisory 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.
At a meeting held on August 27, 2015, the Board of Trustees gave preliminary consideration to information bearing on the continuation of the Advisory Agreement for a one-year period commencing September 21, 2015. The primary purpose of the meeting was to ensure that the Trustees had ample opportunity to consider matters they deemed relevant in evaluating the continuation of the Advisory Agreement, and to request any additional information they considered reasonably necessary to their deliberations.
At a meeting held on September 10-11, 2015, the Board of Trustees, including the Independent Trustees, approved the continuance of the Advisory Agreement for a one-year period commencing September 21, 2015. As part of its review process, the Board of Trustees requested, through its independent legal counsel, and received from the Investment Adviser, various information and written materials in connection with meetings of the Board of Trustees held on August 27, 2015 and September 10-11, 2015, including: (1) information regarding the financial soundness of the Investment Adviser and the profitability of the Advisory Agreement to the Investment Adviser; (2) information on the advisory and compliance personnel of the Investment Adviser, including compensation arrangements for portfolio managers; (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 registered investment companies and comparable funds that 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
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ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | Highland Funds I |
(7) information on any legal proceedings or regulatory audits or investigations affecting the Investment Adviser. The Trustees also relied on information provided at periodic meetings of the Board of Trustees over the course of the year. In addition, the Trustees received an independent report from Morningstar Associates LLC (“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 reviewed various factors discussed in independent counsel’s legal memoranda, the detailed information provided by the Investment Adviser and other relevant information and factors. The Trustees’ conclusion as to the approval of the Advisory Agreement was 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 Advisory Agreement and the activities related to portfolio management, including use of technology, research capabilities, and investment management staff.
The Board of 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 and portfolio manager compensation arrangements. 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. The Trustees concluded that the Investment Adviser had the quality and depth of personnel and investment methods essential to performing its duties under the Advisory Agreement, and that the nature and the quality of such advisory services were satisfactory.
The Investment Adviser’s historical performance in managing the Fund
With respect to the Advisory Agreement, the Board of Trustees reviewed the historical performance of the Investment Adviser and the Fund’s portfolio management team in
managing the Fund over various time periods and reflected on previous discussions regarding matters bearing on the Investment Adviser’s performance at their meetings throughout the year. With respect to the Fund, the Trustees discussed relative performance and contrasted the performance of the Fund and its portfolio management team to that of the Fund’s peers, as represented by certain other registered investment companies that follow investment strategies similar to the Fund as well as a comparable index and the Fund’s Morningstar peer group. The Trustees also considered the quarterly tracking error reports they receive with respect to the Fund.
Among other data relating specifically to the Fund’s performance, the Board of Trustees considered that the Fund had underperformed its category median and its peer group median, as well as its benchmark for the one-year period ended June 30, 2015. The Trustees also took into account management’s discussion of the Fund’s performance. The Trustees concluded that the Fund’s performance and other relevant factors supported the renewal of the Advisory 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 substantial consideration to the fees payable under the Advisory Agreement, the expenses that the Investment Adviser incurs in providing advisory services and the profitability to the Investment Adviser of 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 whether such fees are appropriate given economies of scale and other considerations; and (3) comparative information showing (a) the fees payable under the Advisory Agreement and the actual fees paid by the Fund to the Investment Adviser 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 relative to the expense ratios of certain registered investment companies and comparable funds that follow investment strategies similar to those of the Fund. 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 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. The Board of Trustees considered that the Fund’s
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ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | Highland Funds I |
actual management fees and total expense ratio (before any fee waivers or expense reimbursements) were lower than its peer group median and its category median. The Trustees further noted that the Investment Adviser had agreed to waive fees and/or reimburse expenses to cap the total annual fund operating expense to 0.55% of the average daily net assets of the Fund through at least October 31, 2016, and that this waiver may not be terminated prior to this date without the action or consent of the Fund’s Board of Trustees. After such review, the Trustees determined that the profitability to the Investment Adviser with respect to the Advisory Agreement was fair and reasonable. The Trustees also took into consideration the amounts waived and/or reimbursed, if any, under the expense cap/fee waiver.
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 asset levels of the Fund, the information provided by the Investment Adviser relating to its costs and information comparing the fee rate charged by the Investment Adviser with fee rates charged by other unaffiliated investment advisers to their clients.
The Trustees concluded that the fee structure is reasonable, and appropriately should result in a sharing of economies of scale in view of the information provided by the Investment Adviser. 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 the Fund on the other. The Board of Trustees also requested that the Investment Adviser consider ways in which economies of scale can be shared with Fund shareholders.
Conclusion
Following a further discussion of the factors above and the merits of the Advisory Agreement and its various provisions, it was noted that in considering the approval of the Advisory 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 Advisory Agreement, including the advisory fees to be paid to the Investment Adviser is 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.
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IMPORTANT INFORMATION ABOUT THIS REPORT
Investment Adviser
Highland Capital Management Fund Advisors, L.P.
200 Crescent Court, Suite 700
Dallas, TX 75201
Transfer Agent
State Street Bank and Trust Company
200 Clarendon Street, 16th Floor
Boston, MA 02116
Distributor
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
Custodian
State Street Bank and Trust Company
200 Clarendon Street, 16th Floor
Boston, MA 02116
Independent Registered Public
Accounting Firm
KPMG LLP
Two Financial Center
60 South Street
Boston, MA 02111
Fund Counsel
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
This report has been prepared for shareholders of the Highland/iBoxx Senior Loan ETF, Highland HFR Global ETF, Highland HFR Event-Driven ETF and Highland HFR Equity Hedge ETF (collectively, the “Funds”). The Funds mail one shareholder report to each shareholder address. If you would like more than one report, please call shareholder services at 1-855-799-4757 to request that additional reports be sent to you.
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to their portfolio securities, and the Funds’ proxy voting records for the most recent 12-month period are available (i) without charge, upon request, by calling 1-855-799-4757 and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission (the ���Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Commission’s website at http://www.sec.gov and also may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling 1-800-SEC-0330. Shareholders may also obtain the Form N-Q by visiting the Funds’ website at www.highlandfunds.com.
The Statement of Additional Information includes additional information about the Funds’ Trustees and are available upon request without charge by calling 1-855-799-4757.
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HIGHLAND CAPITAL
MANAGEMENT
200 Clarendon Street, 16th Floor Boston, MA 02116
Highland Funds I Semi-Annual Report December 31, 2015
www.highlandfunds.com HFI-ETF-SAR-1215
Table of Contents
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 Reports 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.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
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 Highland Fund I’s (the “Registrant”) Board of Trustees.
Item 11. Controls and Procedures.
(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
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(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HIGHLAND FUNDS I
By (Signature and Title): | /s/ J. Bradley Ross | |
J. Bradley Ross | ||
President and Principal Executive Officer |
Date: March 4, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By (Signature and Title): | /s/ J. Bradley Ross | |
J. Bradley Ross | ||
President and Principal Executive Officer |
Date: March 4, 2016
By (Signature and Title): | /s/ Brian Mitts | |
Brian Mitts | ||
Secretary, Principal Accounting Officer | ||
and Principal Financial Officer |
Date: March 4, 2016
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