As filed with the Securities and Exchange Commission on July 3, 2018.
1933 Act FileNo. 333-209932
1940 Act FileNo. 811-23144
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-2
REGISTRATION STATEMENT
UNDER
| THE SECURITIES ACT OF 1933 | ☒ | |
| PRE-EFFECTIVE AMENDMENT NO. | ☐ | |
| POST-EFFECTIVE AMENDMENT NO. 3 | ☒ |
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
| AMENDMENT NO. 6 | ☒ |
NEXPOINT HEALTHCARE OPPORTUNITIES FUND
Principal Executive Offices
300 Crescent Court, Suite 700
Dallas, Texas 75201
(972)628-4100
Agent for Service
Dustin Norris
300 Crescent Court, Suite 700
Dallas, Texas 75201
(972)628-4100
Copies of information to:
Eric S. Purple, Esq.
Stradley Ronon Stevens & Young, LLP
1250 Connecticut Ave. NW, Suite 500
Washington, DC 20036
Tel: (202)822-9611
Fax: (202)822-0140
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ☒
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement onForm N-2 (FileNos. 333-209932 and 811-23144) of NexPoint Healthcare Opportunities Fund (as amended, the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing Exhibit (h)(5) to the Registration Statement. No changes have been made to Parts A, B or C of the Registration Statement, other than Item 25(2) of Part C, as set forth below. Accordingly, this Post-Effective Amendment No. 3 consists only of the facing page, this explanatory note and Item 25 of the Registration Statement, which sets forth the exhibits to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the U.S. Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
NEXPOINT HEALTHCARE OPPORTUNITIES FUND
PART C – OTHER INFORMATION
| Item 25. | Financial Statements and Exhibits |
1. Financial Statements.
| Part A: | None. | |
| Part B: | Report of Independent Registered Public Accounting Firm(-) | |
| Statement of Assets and Liabilities(-) | ||
| Notes to Financial Statements(-) | ||
2. Exhibits
| (a) | (1) | Agreement and Declaration of Trust(1) | ||
| (2) | Amended and Restated Agreement and Declaration of Trust(2) | |||
| (b) | By-Laws(3) | |||
| (g) | Investment Advisory Agreement(4) | |||
| (h) | (1) | Distribution Agreement(5) | ||
| (2) | Selling Agreement(6) | |||
| (3) | Shareholder Servicing Plan and Agreement(7) | |||
| (4) | Distribution Plan for Class C Shares(8) | |||
| (5) | Distribution Plan for Class L Shares(9) | |||
| (j) | Master Custodian Agreement(10) | |||
| (k) | (1) | Expense Limitation and Reimbursement Agreement(11) | ||
| (2) | Master Sub-Administration Agreement(12) | |||
| (l) | Opinion and Consent of Counsel(13) | |||
| (n) | Consent of Independent Registered Public Accounting Firm(14) | |||
| (r) | (1) | Code of Ethics of the Fund(15) | ||
| (2) | Code of Ethics of the Adviser(16) | |||
| (s) | Powers of Attorney for Dr. Bob Froehlich, John W. Honis, Timothy K. Hui, Ethan Powell and Bryan A. Ward.(17) | |||
| (t) | Power of Attorney for Dustin Norris(18) |
| (-) | Incorporated by reference from the Statement of Additional Information toPre-Effective Amendment No. 3 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018. |
| (1) | Incorporated by reference from Exhibit (a)(1) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (2) | Incorporated by reference from Exhibit (a)(2) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (3) | Incorporated by reference from Exhibit (b) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (4) | Incorporated by reference from Exhibit (g) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (5) | Incorporated by reference from Exhibit (h)(1) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (6) | Incorporated by reference from Exhibit (h)(2) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (7) | Incorporated by reference from Exhibit (h)(3) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (8) | Incorporated by reference from Exhibit (h)(4) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (9) | Filed herewith. |
| (10) | Incorporated by reference from Exhibit (j) toPre-Effective Amendment No. 3 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018. |
| (11) | Incorporated by reference from Exhibit (k)(1) to Post-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 10, 2018. |
| (12) | Incorporated by reference from Exhibit (k)(2) toPre-Effective Amendment No. 3 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018. |
| (13) | Incorporated by reference from Exhibit (l) toPre-Effective Amendment No. 3 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018. |
| (14) | Incorporated by reference from Exhibit (n) toPre-Effective Amendment No. 3 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018. |
| (15) | Incorporated by reference from Exhibit (r)(1) toPre-Effective Amendment No. 1 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016. |
| (16) | Incorporated by reference from Exhibit (r)(2) toPre-Effective Amendment No. 4 to the Registration Statement on FormN-2 (FileNo. 333-132436) filed by NexPoint Credit Strategies Fund (now known as NexPoint Strategic Opportunities Fund) on June 9, 2006. |
| (17) | Incorporated by reference from Exhibit (s) to the Registration Statement on FormN-2 (FileNo. 333-210385) filed by NexPoint Distressed Strategies Fund (now known as NexPoint Strategic Income Fund) on March 24, 2016. |
| (18) | Incorporated by reference from Exhibit (t) toPre-Effective Amendment No. 3 to the Registration Statement on FormN-2 (FileNo. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 3rd day of July, 2018.
NEXPOINT HEALTHCARE OPPORTUNITIES FUND | ||
| By: | /s/ James Dondero | |
| James Dondero | ||
President (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the 3rd day of July, 2018.
| By: | /s/ James Dondero | |
| James Dondero | ||
President (Principal Executive Officer) | ||
| By: | /s/ Frank Waterhouse | |
| Frank Waterhouse | ||
Treasurer (Principal Financial and Accounting Officer) | ||
| By: | /s/ Bob Froehlich* | |
| Dr. Bob Froehlich | ||
| Trustee | ||
| By: | /s/ John Honis* | |
| John W. Honis | ||
| Trustee | ||
| By: | /s/ Timothy K. Hui* | |
| Timothy K. Hui | ||
| Trustee | ||
| By: | /s/ Ethan Powell* | |
| Ethan Powell | ||
| Chairman of the Board of Trustees | ||
| By: | /s/ Bryan Ward* | |
| Bryan A. Ward | ||
| Trustee | ||
| By: | /s/ Dustin Norris* | |
| Dustin Norris | ||
| Trustee and Secretary | ||
| *By: | /s/ Frank Waterhouse | |
Frank Waterhouse | ||
Attorney-in-Fact |
| * | Pursuant to powers of attorney incorporated by reference herein. |
