UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number:811-23144
NEXPOINT HEALTHCARE OPPORTUNITIES FUND
(Exact name of registrant as specified in charter)
300 Crescent Court
Suite 700
Dallas, Texas 75201
(Address of principal executive offices)(Zip code)
NexPoint Advisors, L.P.
300 Crescent Court
Suite 700
Dallas, Texas 75201
(Name and Address of Agent for Service)
Registrant’s telephone number, including area code: (972)628-4100
Date of fiscal year end: December 31
Date of reporting period: June 30, 2019
Item 1. | Reports to Stockholders. |
A copy of the Semi-Annual Report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), is attached herewith.
NexPoint Healthcare Opportunities Fund
Semi-Annual Report
June 30, 2019
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (highlandfunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically by contacting your financial intermediary (such as a brokerdealer or bank) or, if you are a direct investor, by contacting the Funds’ transfer agent at1-866-351-4440. Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call1-866-351-4440 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with a Fund.
NexPoint Healthcare Opportunities Fund
TABLE OF CONTENTS
Economic and market conditions change frequently.
There is no assurance that the trends described in this report will continue or commence.
Privacy Policy
We recognize and respect your privacy expectations, whether you are a visitor to our web site, a potential shareholder, a current shareholder or even a former shareholder.
Collection of Information. We may collect nonpublic personal information about you from the following sources:
| • | | Account applications and other forms, which may include your name, address and social security number, written and electronic correspondence and telephone contacts; |
| • | | Web site information, including any information captured through the use of “cookies”; and |
| • | | Account history, including information about the transactions and balances in your accounts with us or our affiliates. |
Disclosure of Information.We may share the information we collect with our affiliates. We may also disclose this information as otherwise permitted by law. We do not sell your personal information to third parties for their independent use.
Confidentiality and Security of Information.We restrict access to nonpublic personal information about you to our employees and agents who need to know such information to provide products or services to you. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information, although you should be aware that data protection cannot be guaranteed.
FUND PROFILE (unaudited)
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As of June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
NexPoint Healthcare Opportunities Fund’s investment objective is to seek total return consisting of current income and longer-term capital appreciation.
Net Assets as of June 30, 2019
$0.1 million
Portfolio Data as of June 30, 2019
The information below provides a snapshot of NexPoint Healthcare Opportunities Fund at the end of the reporting period. NexPoint Healthcare Opportunities Fund is actively managed and the composition of its portfolio will change over time. Current and future holdings are subject to risk.
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Top 5 Sectors as of 6/30/2019(%)(1) | |
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Biotechnology | | | 25.9 | |
Life Sciences Tools & Services | | | 18.8 | |
Managed Healthcare | | | 10.2 | |
Pharmaceuticals | | | 9.7 | |
Healthcare Facilities | | | 6.2 | |
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Top 10 Holdings as of 6/30/2019(%)(1) | |
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Thermo Fisher Scientific (Common Stocks) | | | 8.2 | |
Amarin Corp. PLC (Common Stocks) | | | 7.7 | |
Acadia Healthcare, Inc. (Common Stocks) | | | 6.3 | |
LHC Group, Inc. (Common Stocks) | | | 6.2 | |
Abbott Laboratories (Common Stocks) | | | 6.0 | |
Charles River Laboratories International Inc. (Common Stocks) | | | 5.6 | |
Humana, Inc. (Common Stocks) | | | 5.3 | |
TG Therapeutics, Inc. (Common Stocks) | | | 5.2 | |
Portola Pharmaceuticals, Inc. (Common Stocks) | | | 5.1 | |
Bio-Rad Laboratories, Inc. (Common Stocks) | | | 5.0 | |
(1) | Sectors and holdings are calculated as a percentage of total net assets. |
FINANCIAL STATEMENTS
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
A guide to understanding the Fund’s financial statements
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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. |
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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 noninvestment assets. The net asset value per share for each class is calculated by dividing net assets allocated to that share class by the number of shares outstanding in that class as of the last day of the reporting period. |
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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. |
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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. |
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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). |
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Notes to Financial Statements | | These notes disclose the organizational background of the Fund, 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. |
INVESTMENT PORTFOLIO (unaudited)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
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Shares | | Value ($) | |
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| Common Stock - 83.0% | |
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| HEALTHCARE - 83.0% | |
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| Biotechnology - 25.9% | |
| 500 | | | Amarin Corp. PLC ADR (a) | | | 9,695 | |
| 30 | | | Amgen, Inc. | | | 5,528 | |
| 235 | | | Heron Therapeutics, Inc. (a) | | | 4,369 | |
| 235 | | | Portola Pharmaceuticals, Inc. (a) | | | 6,376 | |
| 760 | | | TG Therapeutics, Inc. (a) | | | 6,574 | |
| | | | | | | | |
| | | | | | | 32,542 | |
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| Healthcare Equipment - 6.0% | |
| 90 | | | Abbott Laboratories | | | 7,569 | |
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| Healthcare Facilities (a) - 6.2% | |
| 225 | | | Acadia Healthcare, Inc. | | | 7,864 | |
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| Healthcare Services (a) - 6.2% | |
| 65 | | | LHC Group, Inc. | | | 7,773 | |
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| Life Sciences Tools & Services - 18.8% | |
| 20 | | | Bio-Rad Laboratories, Inc., Class A (a) | | | 6,252 | |
| 50 | | | Charles River Laboratories International Inc. (a) | | | 7,095 | |
| 35 | | | Thermo Fisher Scientific | | | 10,279 | |
| | | | | | | | |
| | | | | | | 23,626 | |
| | | | | | | | |
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| Managed Healthcare - 10.2% | |
| 25 | | | Humana, Inc. | | | 6,633 | |
| 43 | | | Molina Healthcare, Inc. (a) | | | 6,155 | |
| | | | | | | | |
| | | | | | | 12,788 | |
| | | | | | | | |
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| Pharmaceuticals (a) - 9.7% | |
| 110 | | | Aerie Pharmaceuticals, Inc. | | | 3,251 | |
| 425 | | | Collegium Pharmaceutical, Inc. | | | 5,589 | |
| 850 | | | Paratek Pharmaceuticals, Inc. | | | 3,392 | |
| | | | | | | | |
| | | | | | | 12,232 | |
| | | | | | | | |
| | | | Total Common Stock (Cost $117,314) | | | 104,394 | |
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| Cash Equivalents - 43.8% | |
|
| MONEY MARKET FUND (b) - 43.8% | |
| 55,155 | | | Dreyfus Treasury & Agency Cash Management, Institutional Class, 2.10% | | | 55,155 | |
| | | | | | | | |
| | | | Total Cash Equivalents (Cost $55,155) | | | 55,155 | |
| | | | | | | | |
| Total Investments - 126.8% | | | 159,549 | |
| | | | | | | | |
| (Cost $173,176) | | | | |
| Other Assets & Liabilities, Net - (26.8)% | | | (33,767 | ) |
| | | | | |
| Net Assets - 100.0% | | | 125,782 | |
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(a) | Non-income producing security. |
(b) | Rate shown is 7 day effective yield. |
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ADR | | American Depositary Receipt |
PLC | | Public Limited Company |
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See accompanying Notes to Financial Statements. | | | | | | 3 |
STATEMENT OF ASSETS AND LIABILITIES
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As of June 30, 2019 (unaudited) | | NexPoint Healthcare Opportunities Fund |
| | | | |
| | ($) | |
Assets | | | | |
Investments, at value (Cost $118,021) | | | 104,394 | |
| | | | |
Total Investments, at value | | | 104,394 | |
Cash and cash equivalents | | | 87,493 | |
Receivable for: | | | | |
Dividends | | | 17,750 | |
Receivable from Investment Advisor (Note 5) | | | 8,929 | |
Prepaid expenses and other assets | | | 109 | |
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Total assets | | | 218,675 | |
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Liabilities: | | | | |
Payable for: | | | | |
Transfer agent fees | | | 46,587 | |
Investment advisory and administration fees (Note 5) | | | 14,452 | |
Trustees fees | | | 878 | |
Distribution and shareholder service fees (Note 5) | | | 59 | |
Accrued expenses and other liabilities | | | 30,917 | |
| | | | |
Total liabilities | | | 92,893 | |
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Net Assets | | | 125,782 | |
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Net Assets Consist of: | | | | |
Paid-in capital | | | 131,560 | |
Total accumulated loss | | | (5,778 | ) |
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Net Assets | | | 125,782 | |
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Class A: | | | | |
Net assets | | | 71,283 | |
Shares outstanding (unlimited shares authorized) | | | 4,236 | |
Net asset value per share(a)(b) | | | 16.83 | |
Maximum offering price per share(c) | | | 17.86 | |
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Class C: | | | | |
Net assets | | | 54,499 | |
Shares outstanding (unlimited shares authorized) | | | 3,266 | |
Net asset value and offering price per share | | | 16.69 | |
(a) | Redemption price per share is equal to net asset value per share less any applicable contingent deferred sales charge (“CDSC”). |
(b) | Purchases of $500,000 or more are subject to a 1.00% CDSC if redeemed within eighteen months of purchase. |
(c) | The sales charge is 5.75%. On sales of $500,000 or more, there is no sales charge and therefore the offering will be lower. |
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4 | | | | | | See accompanying Notes to Financial Statements. |
STATEMENT OF OPERATIONS
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For the six months ended June 30, 2019 (unaudited) | | NexPoint Healthcare Opportunities Fund |
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| | ($) | |
Investment Income: | | | | |
Income: | | | | |
Dividends | | | 185 | |
Interest | | | 1,107 | |
| | | | |
Total income | | | 1,292 | |
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Expenses: | | | | |
Transfer agent fees | | | 24,648 | |
Audit and tax preparation fees | | | 17,356 | |
Advisor Administration fees (Note 5) | | | 11,446 | |
Reports to shareholders | | | 9,918 | |
Custodian/wire agent fees | | | 6,527 | |
Legal fees | | | 5,555 | |
Pricing fees | | | 1,373 | |
Insurance and other | | | 879 | |
Investment advisory (Note 5) | | | 771 | |
Trustees fees (Note 5) | | | 695 | |
Distribution and shareholder service fees: (Note 5) | | | | |
Class A | | | 87 | |
Class C | | | 267 | |
| | | | |
Total operating expenses before waiver and reimbursement (Note 5) | | | 79,522 | |
| | | | |
Less: Expenses waived or borne by the adviser and administrator | | | (771 | ) |
Less: Reimbursement from Investment Advisor (Note 5) | | | (77,318 | ) |
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Net operating expenses | | | 1,433 | |
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Net investment loss | | | (141 | ) |
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Net Change in Unrealized Appreciation (Depreciation) on: | | | | |
Investments | | | 13,629 | |
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Net realized and unrealized gain (loss) on investments | | | 13,629 | |
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Total increase in net assets resulting from operations | | | 13,488 | |
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See accompanying Notes to Financial Statements. | | | | | | 5 |
STATEMENT OF CHANGES IN NET ASSETS
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| | NexPoint Healthcare Opportunities Fund |
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| | |
| | Six Months Ended June 30, 2019 (unaudited) ($) | | | Period Ended December 31, 2018 ($)(a) | |
Increase (Decrease) in Net Assets | | | | | | | | |
Operations: | | | | | | | | |
Net investment loss | | | (141 | ) | | | (6,492 | ) |
Net realized gain (loss) on investments | | | — | | | | (195,021 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | 13,629 | | | | (27,256 | ) |
| | | | | | | | |
Net increase (decrease) from operations | | | 13,488 | | | | (228,769 | ) |
| | | | | | | | |
Share transactions: | | | | | | | | |
Proceeds from sale of shares | | | | | | | | |
Class A | | | — | | | | 82,500 | |
Class C | | | — | | | | 65,000 | |
Class Z | | | — | | | | 5,001,000 | |
Cost of shares redeemed Class Z(a)(b) | | | — | | | | (4,807,437 | ) |
| | | | | | | | |
Net increase from shares transactions | | | — | | | | 341,063 | |
| | | | | | | | |
Total increase in net assets | | | 13,488 | | | | 112,294 | |
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Net Assets | | | | | | | | |
Beginning of period | | | 112,294 | | | | — | |
| | | | | | | | |
End of period | | | 125,782 | | | | 112,294 | |
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(a) | The Fund commenced operations on May 29, 2018 |
(b) | Class Z Shares liquidated on August 27, 2018. |
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6 | | | | | | See accompanying Notes to Financial Statements. |
STATEMENT OF CHANGES IN NET ASSETS (continued)
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| | NexPoint Healthcare Opportunities Fund |
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| | |
| | Six Months Ended June 30, 2019 (unaudited) ($) | | | Period Ended December 31, 2018 ($)(a) | |
CAPITAL STOCK ACTIVITY - SHARES | | | | | | | | |
| | |
Class A: | | | | | | | | |
Shares Sold | | | — | | | | 4,236 | |
Issued for distribution reinvested | | | — | | | | — | |
Shares Redeemed | | | — | | | | — | |
| | | | | | | | |
Net Increase in fund shares | | | — | | | | 4,236 | |
| | | | | | | | |
| | |
Class C: | | | | | | | | |
Shares Sold | | | — | | | | 3,266 | |
Issued for distribution reinvested | | | — | | | | — | |
Shares Redeemed | | | — | | | | — | |
| | | | | | | | |
Net Increase in fund shares | | | — | | | | 3,266 | |
| | | | | | | | |
| | |
Class Z:(a) | | | | | | | | |
Shares Sold | | | — | | | | 250,050 | |
Issued for distribution reinvested | | | — | | | | — | |
Shares Redeemed | | | — | | | | (250,050 | ) |
| | | | | | | | |
Net Increase in fund shares | | | — | | | | — | |
| | | | | | | | |
(a) | The Fund commencedoperations on May 29, 2018 |
(b) | Class Z Shares liquidated on August 27, 2018. |
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See accompanying Notes to Financial Statements. | | | | | | 7 |
FINANCIAL HIGHLIGHTS
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| | NexPoint Healthcare Opportunities Fund, Class A |
Selected data for a share outstanding throughout each period is as follows:
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| | For the Six Months Ended June 30, 2019 | | | For the Period Ended December 31, 2018(a) | |
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Net Asset Value, Beginning of Period | | $ | 14.98 | | | $ | 20.00 | |
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Income from Investment Operations: | | | | | | | | |
| | |
Net investment loss(b) | | | 0.01 | | | | (0.53 | ) |
| | |
Net realized and unrealized gain | | | 1.84 | | | | (4.49 | ) |
| | | | | | | | |
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Total from investment operations | | | 1.85 | | | | (5.02 | ) |
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Net Asset Value, End of Period(c) | | $ | 16.83 | | | $ | 14.98 | |
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Total Return(c)(d)(e) | | | 12.35 | % | | | (25.10 | )% |
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Ratios to Average Net Assets/Supplemental Data: | | | | | |
| | |
Net assets, end of period (in 000’s) | | $ | 71 | | | $ | 63 | |
| | |
Common Share Information at End of Period: | | | | | | | | |
| | |
Ratios based on average net assets of common shares:(f) | | | | | | | | |
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Gross operating expenses(g) | | | 128.66 | % | | | 81.98 | % |
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Net investment loss | | | 0.10 | % | | | (5.00 | )% |
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Portfolio turnover rate(e) | | | 0.00 | % | | | 430 | % |
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Average commission rate paid(h) | | $ | 0.00 | | | $ | 0.0245 | |
(a) | The Fund commenced operations on May 29, 2018. |
(b) | Net investment income (loss) per share was calculated using average shares outstanding during the period. |
(c) | 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. |
(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 lower. |
(f) | All ratios for the period have been annualized, unless otherwise indicated. |
(g) | Supplemental expense ratios are shown below: |
| | | | | | | | |
| | For the Six Months Ended June 30, 2019(f) | | | For the Period Ended December 31, 2018(a)(f) | |
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Net operating expenses (net of waiver/reimbursement, if applicable, but gross of all other operating expenses) | | | 12.59 | % | | | 5.92 | % |
(h) | Represents the total dollar amount of commissions paid on investment transactions divided by total number of investment shares purchased and sold for which commissions were charged. |
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8 | | | | | | See accompanying Notes to Financial Statements. |
FINANCIAL HIGHLIGHTS (concluded)
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| | NexPoint Healthcare Opportunities Fund, Class C |
Selected data for a share outstanding throughout each period is as follows:
| | | | | | | | |
| | For the Six Months Ended June 30, 2019 | | | For the Period Ended December 31, 2018(a) | |
| | |
Net Asset Value, Beginning of Period | | $ | 14.95 | | | $ | 20.00 | |
| | |
Income from Investment Operations: | | | | | | | | |
| | |
Net investment loss(b) | | | (0.05 | ) | | | (0.58 | ) |
| | |
Net realized and unrealized gain | | | 1.79 | | | | (4.47 | ) |
| | | | | | | | |
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Total from investment operations | | | 1.74 | | | | (5.05 | ) |
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Net Asset Value, End of Period(c) | | $ | 16.69 | | | $ | 14.95 | |
| | |
Total Return(c)(d)(e) | | | 11.64 | % | | | (25.25 | )% |
| | |
Ratios to Average Net Assets/Supplemental Data: | | | | | | | | |
| | |
Net assets, end of period (in 000’s) | | $ | 55 | | | $ | 49 | |
| | |
Common Share Information at End of Period: | | | | | | | | |
| | |
Ratios based on average net assets of common shares:(f) | | | | | | | | |
| | |
Gross operating expenses(g) | | | 129.43 | % | | | 76.79 | % |
| | |
Net investment loss | | | (0.66 | )% | | | (5.36 | )% |
| | |
Portfolio turnover rate(e) | | | 0.00 | % | | | 430 | % |
| | |
Average commission rate paid(h) | | $ | 0.00 | | | $ | 0.0245 | |
(a) | The Fund commenced operations on May 29, 2018. |
(b) | Net investment income (loss) per share was calculated using average shares outstanding during the period. |
(c) | 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. |
(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 lower. |
(f) | All ratios for the period have been annualized, unless otherwise indicated. |
(g) | Supplemental expense ratios are shown below: |
| | | | | | | | |
| | For the Six Months Ended June 30, 2019(f) | | | For the Period Ended December 31, 2018(a)(f) | |
| | |
Net operating expenses (net of waiver/reimbursement, if applicable, but gross of all other operating expenses) | | | 13.34 | % | | | 6.38 | % |
(h) | Represents the total dollar amount of commissions paid on investment transactions divided by total number of investment shares purchased and sold for which commissions were charged. |
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See accompanying Notes to Financial Statements. | | | | | | 9 |
NOTES TO FINANCIAL STATEMENTS (unaudited)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
Note 1. Organization
NexPoint Healthcare Opportunities Fund (the “Fund”) is a Delaware statutory trust and is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as anon-diversified,closed-end management investment company that operates as an interval fund. The Fund commenced operations on May 29, 2018. This report includes information for the six month period ended June 30, 2019. The Fund pursues its investment objective by investing, under normal circumstances, at least 80% of its assets (defined as net assets plus the amount of any borrowing for investment purposes) in the securities of U.S. andnon-U.S. companies engaged in the healthcare industry (“Healthcare Companies”). Healthcare Companies are considered to include companies in one or more of the followingsub-sectors: pharmaceuticals, biotechnology, managed care, life science and tools, healthcare technology, healthcare services, healthcare supplies, healthcare facilities, healthcare equipment, healthcare distributors, health and wellness, cosmetics and skin care and Real Estate Investment Trusts (“REITs”) that derive their income from the ownership, leasing, or financing of properties in the healthcare sector.
Fund Shares
The Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value (each a “Share” and collectively, the “Shares”). The Fund currently offers the following three share classes to investors, Class A, Class C and Class Z Shares. A fourth share class, the Class L Shares, has been registered but is not currently offered. Class A Shares are sold with afront-end sales charge. Maximum sales load imposed on purchases of Class A Shares (as a percentage of offering price) is 5.75%. There is nofront-end sales charge imposed on individual purchases of Class A Shares of $500,000 or more. Thefront-end sales charge is also waived in other instances as described in the Fund’s prospectus. Purchases of $500,000 or more of Class A Shares at net asset value pursuant to a sales charge waiver are subject to a 1.00% contingent deferred sales charge (“CDSC”) if redeemed within eighteen months of purchase. Class C Shares may be subject to a CDSC. The maximum CDSC imposed on redemptions of Class C Shares is 1.00% within the first eighteen months of purchase and 0.00% thereafter. Nofront-end or CDSCs are assessed by the Trust with respect to Class Z Shares of the Fund.
Note 2. Significant Accounting Policies
The following summarizes the significant accounting policies consistently followed by the Fund in the preparation of its financial statements.
Use of Estimates
The Fund is an investment company that applies the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies. The Fund’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require the Investment Adviser to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Fund Valuation
The Net Asset Value (“NAV”) of the Fund’s common shares is calculated daily on each day that the NYSE is open for business as of the close of the regular trading session on the NYSE, usually 4:00 PM, Eastern Time. The NAV is calculated by dividing the value of the Fund’s net assets attributable to common shares by the numbers of common shares outstanding.
Valuation of Investments
In computing the Fund’s net assets attributable to shares, securities with readily available market quotations on the NYSE, National Association of Securities Dealers Automated Quotation (“NASDAQ”), or other nationally recognized exchange, use the closing quotations on the respective exchange for valuation of those securities. Securities for which there are no readily available market quotations will be valued pursuant to policies adopted by the Fund’s Board of Trustees (the “Board”). Typically, such securities will be valued at the mean between the most recently quoted bid and ask prices provided by the principal market makers. If there is more than one such principal market maker, the value shall be the average of such means. Securities without a sale price or quotations from principal market makers on the valuation day may be priced by an independent pricing service. Generally, the Fund’s loan and bond positions are not traded on exchanges and consequently are valued based on a mean of the bid and ask price from the third-party pricing services or broker-dealer sources that the Investment Adviser has determined to have the capability to provide appropriate pricing services which have been approved by the Board.
Securities for which market quotations are not readily available, or for which the Fund has determined that the price received from a pricing service or broker-dealer is “stale” or otherwise does not represent fair value (such as when events materially affecting the value of securities occur
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
between the time when market price is determined and calculation of the Fund’s NAV), will be valued by the Fund at fair value, as determined by the Board or its designee in good faith in accordance with procedures approved by the Board, taking into account factors reasonably determined to be relevant, including, but not limited to: (i) the fundamental analytical data relating to the investment; (ii) the nature and duration of restrictions on disposition of the securities; and (iii) an evaluation of the forces that influence the market in which these securities are purchased and sold. In these cases, the Fund’s NAV will reflect the affected portfolio securities’ fair value as determined in the judgment of the Board or its designee instead of being determined by the market. Using a fair value pricing methodology to value securities may result in a value that is different from a security’s most recent sale price and from the prices used by other investment companies to calculate their NAVs. Determination of fair value is uncertain because it involves subjective judgments and estimates.
There can be no assurance that the Fund’s valuation of a security will not differ from the amount that it realizes upon the sale of such security. Those differences could have a material impact to the Fund. The NAVs — 2 share classes shown in the Fund’s financial statements may vary from the NAV published by the Fund as of its period end because portfolio securities transactions are accounted for on the trade date (rather than the day following the trade date) for financial statement purposes
Fair Value Measurements
The Fund has performed an analysis of all existing investments and derivative instruments to determine the significance and character of inputs to their fair value determination. The levels of fair value inputs used to measure the Fund’s investments are characterized into a fair value hierarchy. Where inputs for an asset or liability fall into more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that investment’s valuation. The three levels of the fair value hierarchy are described below:
Level 1 — | Quoted unadjusted prices for identical instruments in active markets to which the Fund has access at the date of measurement; |
Level 2 — | Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active, but are valued based on executed trades; broker quotations that constitute an executable price; and alternative pricing sources supported by observable inputs are classified within Level 2. Level 2 inputs are either directly or indirectly |
| observable for the asset in connection with market data at the measurement date; and |
Level 3 — | Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. In certain cases, investments classified within Level 3 may include securities for which the Fund has obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on, as such quotes can be subject to material management judgment. Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information. |
The Investment Adviser has established policies and procedures, as described above and approved by the Board, to ensure that valuation methodologies for investments and financial instruments that are categorized within all levels of the fair value hierarchy are fair and consistent. A Pricing Committee has been established to provide oversight of the valuation policies, processes and procedures, and is comprised of personnel from the Investment Adviser and its affiliates. The Pricing Committee meets monthly to review the proposed valuations for investments and financial instruments and is responsible for evaluating the overall fairness and consistent application of established policies.
As of June 30, 2019, the Fund’s investments consisted primarily of common stocks.
The fair value of the Fund’s common stocks 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, the Investment Adviser evaluates the Level 2 and 3 assets and liabilities for changes in liquidity, including but not limited to: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, the Investment Adviser evaluates the Level 1 and 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may
be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out of the levels are recognized at the value at the end of the period. A summary of the inputs used to value the Fund’s assets as of June 30, 2019 is as follows:
| | | | | | | | | | | | | | | | |
| | Total value at June 30, 2019 | | | Level 1 Quoted Price | | | Level 2 Significant Observable Inputs | | | Level 3 Significant Unobservable Inputs | |
Assets | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 104,394 | | | $ | 104,394 | | | $ | — | | | $ | — | |
Cash Equivalents | | | 55,155 | | | | 55,155 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total | | $ | 159,549 | | | $ | 159,549 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
Security Transactions
Security transactions are accounted for on the trade date. Realized gains/(losses) on investments sold are recorded on the basis of the specific identification method for both financial statement and U.S. federal income tax purposes taking into account any foreign taxes withheld.
Income Recognition
Corporate actions (including cash dividends) are recorded on theex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions, which are recorded as soon afterex-dividend date as such information becomes available and is verified. Interest income is recorded on the accrual basis.
Accretion of discount and amortization of premium on taxable bonds and loans are computed to the call or maturity date, whichever is shorter, using the effective yield method. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
U.S. Federal Income Tax Status
The Fund is treated as a separate taxpayer for U.S. federal income tax purposes. The Fund intends to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended, and will distribute substantially all of its taxable income and gains, if any, for the tax year, and as such will not be subject to U.S. federal income taxes. In addition, the Fund intends to distribute, in each calendar year, all of its net investment income, capital gains and certain other amounts, if any, such that the Fund should not be subject to U.S. federal excise tax. Therefore, no U.S. federal income or excise tax provisions are recorded.
The Investment Adviser has analyzed the Fund’s tax positions taken on U.S. federal income tax returns for all open tax
years (current and prior three tax years), and has concluded that no provision for U.S. federal income tax is required in the Fund’s financial statements. The Fund’s U.S. federal and state income and U.S. federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. Furthermore, the Investment Adviser of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months.
Distributions to Shareholders
The Fund plans to pay distributions from net investment income monthly and net realized capital gains annually to common shareholders. To permit the Fund to maintain more stable monthly distributions and annual distributions, the Fund may from time to time distribute less than the entire amount of income and gains earned in the relevant month or year, respectively. The undistributed income and gains would be available to supplement future distributions. In certain years, this practice may result in the Fund distributing, during a particular taxable year, amounts in excess of the amount of income and gains earned therein. Such distributions would result in a portion of each distribution occurring in that year to be treated as a return of capital to shareholders. Shareholders of the Fund will automatically have all distributions reinvested in Common Shares of the Fund issued by the Fund in accordance with the Fund’s Dividend Reinvestment Plan (the “Plan”) unless an election is made to receive cash. The number of newly issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the lesser of (i) the NAV per Common Share determined on the Declaration Date and (ii) the market price per Common Share as of the close of regular trading on the NYSE on the Declaration Date. Participants in the Plan requesting a sale of
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
securities through the plan agent of the Plan are subject to a sales fee and a brokerage commission.
Cash & Cash Equivalents
The Fund considers liquid assets deposited with a bank and certain short-term debt instruments of sufficient credit quality with original maturities of three months or less to be cash equivalents. The Fund also considers money market instruments that invest in cash equivalents to be cash equivalents. These investments represent amounts held with financial institutions that are readily accessible to pay Fund expenses or purchase investments. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value. The value of cash equivalents denominated in foreign currencies is determined by converting to U.S. dollars on the date of the Statement of Assets and Liabilities.
Foreign Currency
Accounting records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates using the current 4:00 PM London Time Spot Rate. Fluctuations in the value of the foreign currencies and other assets and liabilities resulting from changes in exchange rates, between trade and settlement dates on securities transactions and between the accrual and payment dates on dividends, interest income and foreign withholding taxes, are recorded as unrealized foreign currency gains/(losses). Realized gains/(losses) and unrealized appreciation/(depreciation) on investment securities and income and expenses are translated on the respective dates of such transactions. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statement of Operations from the effects of changes in market prices of those securities, but are included with the net realized and unrealized gain or loss on investment securities, if applicable.
Securities Sold Short
The Fund may sell securities short. A security sold short is a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline. When the Fund sells a security short, it must borrow the security sold short from a broker-dealer and deliver it to the buyer upon conclusion of the transaction. A Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any dividends or other payments received on such borrowed securities. In some circumstances, a Fund may be allowed by its prime broker to utilize proceeds from securities sold short to purchase additional investments, resulting in leverage. Cash held as collateral for securities sold short is classified as restricted cash on the Statement of Assets and Liabilities, as applicable.
Note 3. 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 GAAP. These differences include (but are not limited to), losses deferred due to wash sale transactions. Reclassifications are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under the NAV of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.
For the year ended December 31, 2018, permanent differences chiefly resulting from redemptions in kind were identified and reclassified among the components of the Fund’s net assets as follows:
| | | | |
Total Distributable Earnings | | Paid-in-Capital | |
$209,503 | | $ | (209,503 | ) |
For the year ended December 31, 2018, the Fund’s most recent tax year end, components of distributable earnings on a tax basis are as follows:
| | | | | | | | |
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | | Net Tax Appreciation/ (Depreciation)(1) | |
$13,965 | | $ | — | | | $ | (33,231 | ) |
For the period ended June 30, 2019, the Fund did not have capital loss carryovers.
Unrealized appreciation and depreciation at June 30, 2019, based on cost of investments for U.S. federal income tax purposes is:
| | | | | | | | | | | | |
Gross Appreciation | | Gross Depreciation | | | Net Appreciation/ (Depreciation)(1) | | | Cost | |
$9,965 | | $ | (22,885 | ) | | $ | (12,920 | ) | | $ | 172,469 | |
(1) | Any differences between book-basis andtax-basis net unrealized appreciation/(depreciation) are primarily due to wash sales. |
Qualified Late Year Ordinary and Post October Losses
Under current laws, certain capital losses realized after October 31 may be deferred (and certain ordinary losses after January 1st may be deferred) and treated as occurring on the first day of the following fiscal year.
Note 4. Asset Coverage
The Fund is required to maintain 300% asset coverage with respect to any amounts borrowed. Asset coverage is calculated by subtracting the Fund’s total liabilities, not including any amount representing bank borrowings and senior securities,
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
from the Fund’s total assets and dividing the result by the principal amount of the borrowings outstanding. As of June 30, 2019, the Fund did not have any outstanding borrowings.
Note 5. Investment Advisory, Service and Distribution, Trustee and Other Fees
Investment Advisory Fee
The Investment Adviser to the Fund receives an annual fee, paid monthly, in an amount equal to 1.25% of the Fund’s Daily Gross Assets. The Fund’s “Daily Gross Assets” is an amount equal to the total assets of the Fund, including assets resulting from leverage, less any liabilities not representing leverage.
Service and Distribution Fees
Highland Capital Funds Distributor, Inc. (the “Distributer”), an affiliate of the Investment Advisor, serves as the principal underwriter and distributor of the Fund’s shares. The Distributor receives thefront-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. The Fund has adopted a “Shareholder Servicing Plan and Agreement” (the “Plan”) under which the Fund may compensate financial industry professionals for providing ongoing services in respect of clients with whom they have distributed shares of the Fund. The Plan operates in a manner consistent with Rule12b-1 under the 1940 Act, which regulates the manner in which anopen-end investment company may directly or indirectly bear the expenses of distributing its shares. Although the Fund is not anopen-end investment company, it has undertaken to comply with the terms of Rule12b-1 as a condition of an exemptive order under the 1940 Act which permits it to have a multi-class structure, CDSCs and distribution and shareholder servicing fees. Under the Plan, the Fund may incur expenses on an annual basis equal to 0.25% of the average net assets of the Class A and Class C Shares.
Class C shares will pay to the Distributor a distribution fee that will accrue at an annual rate equal to 0.75% of the Fund’s average daily net assets attributable to Class C shares and will be payable on a quarterly basis.
During the period ended June 30, 2019, approximately $297 was paid to the Distributor.
Expense Limitation Agreement
The Investment Adviser and the Fund have entered into an expense limitation and reimbursement agreement (the “Expense Limitation Agreement”) under which the Investment Adviser has agreed contractually to waive its fees and to pay or absorb the ordinary operating expenses of the Fund (including organizational and offering expenses, but excluding distribution fees, interest, dividend expenses on
short sales, brokerage commissions and other transaction costs, acquired fund fees and expenses, taxes, expenses payable by the Fund for third party administration services, litigation expenses and extraordinary expenses), to the extent that they exceed 1.75% per annum of the Fund’s average Daily Gross Assets (the “Expense Limitation”). “Daily Gross Assets” is defined in the Expense Limitation Agreement as an amount equal to total assets, less any liabilities, but excluding liabilities evidencing leverage. If the Fund incurs expenses excluded from the Expense Limitation Agreement, the Fund’s expense ratio would be higher and could exceed the Expense Limitation. In consideration of the Investment Adviser’s agreement to limit the Fund’s expenses, the Fund has agreed to repay the Investment Adviser in the amount of any fees waived and Fund expenses paid or absorbed, subject to the limitations that: (1) the reimbursement for fees and expenses will be made only if payable not more than three years from the date of the reimbursement; and (2) the reimbursement may not be made if it would cause the Expense Limitation as of the time of waiver to be exceeded. The Expense Limitation Agreement will remain in effect until at least May 1, 2019 unless and until the Board approves its modification or termination. The Expense Limitation Agreement may be terminated only by the Board. After the expiration of the Expense Limitation Agreement, the agreement may be renewed at the discretion of the Investment Adviser and the Board.
On June 30, 2019, the amount subject to possible future recoupment under the Fund’s expense limitation were as follows:
| | | | |
2021 | | 2022 | |
$77,383 | | $ | 78,089 | |
During the period ended June 30, 2019, the Investment Adviser did not recoup any amounts previously waived or reimbursed.
Fees Paid to Officers and Trustees
Each Trustee who is not an “interested person” of the Fund as defined in the 1940 Act (the “Independent Trustees”) receives an annual retainer of $150,000 payable in quarterly installments and allocated among each portfolio in the Highland Fund Complex overseen by such Trustee based on relative net assets. The “Highland Fund Complex” consists of all of the registered investment companies advised by the Investment Adviser or its affiliated advisers and NexPoint Capital, Inc., aclosed-end management investment company that has elected to be treated as a business development company under the 1940 Act as of the date of this report.
The Fund pays no compensation to its officers, all of whom are employees of the Investment Adviser or one of its affiliates.
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
Indemnification
Under the Fund’s organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
Note 6. Repurchase of Shares
Once each quarter, the Fund will offer to repurchase at NAV no less than 5% of the outstanding shares of the Fund (the “Repurchase Offer Amount”), unless such offer is suspended or postponed in accordance with regulatory requirements. The offer to purchase shares is a fundamental policy that may not be changed without the vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act). Shareholders will be notified in writing of each quarterly repurchase offer and the date the repurchase offer ends (the “Repurchase Request Deadline”). Shares will be repurchased at the NAV per share determined as of the close of regular trading on the NYSE no later than the 14th day after the Repurchase Request Deadline, or the next business day if the 14th day is not a business day.
If shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund will repurchase the shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than one hundred shares and who tender all of their shares, before prorating other amounts tendered. In addition, the Fund will accept the total number of shares tendered in connection with required minimum distributions from an IRA or other qualified retirement plan.
The Fund did not offer to repurchase any shares during the period ended June 30, 2019.
Note 7. Disclosure of Significant Risks and Contingencies
The primary risks of investing in the Fund are described below in alphabetical order:
Concentration Risk
Under normal market conditions, the Fund expects to invest at least 80% of its total assets in securities of Healthcare Companies. As a result, the Fund’s portfolio will be more sensitive to, and possibly more adversely affected by, regulatory, economic or political factors or trends relating to the healthcare industries than a portfolio of companies representing a larger number of industries. As a result of its
concentration policy, the Fund’s investments may be subject to greater risk and market fluctuation than a fund that has securities representing a broader range of investments. The Fund may occasionally make investments in any company with the objective of controlling or influencing the management and policies of that company, which could potentially make the Fund more susceptible to declines in the value of the company’s stock. The Adviser may seek control in public companies only occasionally and most often in companies with a small capitalization.
Debt Securities Risk
When the Fund invests in debt securities, the value of the investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of debt securities. In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment, possibly causing the Fund’s share price and total return to be reduced or fluctuate more than other types of investments. This kind of market risk is generally greater for funds investing in debt securities with longer maturities.
Leverage Risk
The Fund may use leverage in its investment program, including the use of borrowed funds and investments in certain types of options, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent the Fund purchases securities with borrowed funds, its net assets will tend to increase or decrease at a greater rate than if borrowed funds are not used. If the interest expense on borrowings were to exceed the net return on the portfolio securities purchased with borrowed funds, the Fund’s use of leverage would result in a lower rate of return than if the Fund were not leveraged.
Liquidity Risk
There is currently no secondary market for the shares and the Fund expects that no secondary market will develop. Limited liquidity is provided to shareholders only through the Fund’s quarterly repurchase offers for no less than 5% of the shares outstanding at NAV. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer.
NOTES TO FINANCIAL STATEMENTS (unaudited) (concluded)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
Note 8. Investment Transactions Purchases & Sales of Securities
The cost of purchases and the proceeds from sales of investments, other than short-term securities, for the period ended June 30, 2019, were as follows:
| | | | |
Other Securities | |
Purchases | | Sales | |
$— | | $ | — | |
As discussed in Note 1, 250,000 shares of Class Z were liquidatedin-kind on August 27, 2018 by anon-discretionary advised account. The Fund delivered securities and cash with a total fair value of approximately $4,806,000 in connection with thisin-kind liquidation.
Note 9. Significant Shareholders
The number of shareholders each owning 5% or more of the Fund is listed below. The total percentage of the Fund held by such external shareholders as well as percentage of the Fund held by certain directly and indirectly wholly-owned subsidiaries of the Investment Adviser and their affiliates (“Highland Affiliates”) at June 30, 2019 were:
| | | | |
Number | | % of Fund Held | |
1 | | | 100 | % |
Note 10. New Accounting Pronouncements
In March 2017, the FASB issued Accounting Standards Update2017-08, Receivables — Nonrefundable Fees and Other Costs (Subtopic310-20). The amendments in this update shorten the amortization period for certain callable debt securities held at premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public entities this update will be effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. The Investment Adviser is currently evaluating the impact of this new guidance on the Fund’s financial statements.
In August 2018, the FASB issued Accounting Standards Update2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify a number of disclosure requirements on fair value measurements required to be reported under Topic 820, Fair Value Measurement. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Investment Adviser is currently evaluating the impact of this new guidance on the Fund’s financial statements.
Note 11. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events to report which have not already been recorded or disclosed in these financial statements and accompanying notes.
ADDITIONAL INFORMATION (unaudited)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
Additional Portfolio Information
The Investment Adviser and its affiliates manage other accounts, including registered and private funds and individual accounts. Although investment decisions for the Fund are made independently from those of such other accounts, the Investment Adviser may, consistent with applicable law, make investment recommendations to other clients or accounts that may be the same or different from those made to the Fund, including investments in different levels of the capital structure of a company, such as equity versus senior loans, or that involve taking contradictory positions in multiple levels of the capital structure. The Investment Adviser has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, this may create situations where a client could be disadvantaged because of the investment activities conducted by the Investment Adviser for other client accounts. When the Fund and one or more of such other accounts is prepared to invest in, or desires to dispose of, the same security, available investments or opportunities for each will be allocated in a manner believed by the Investment Adviser to be equitable to the Fund and such other accounts. The Investment Adviser also may aggregate orders to purchase and sell securities for the Fund and such other accounts. Although the Investment Adviser believes that, over time, the potential benefits of participating in volume transactions and negotiating lower transaction costs should benefit all accounts including the Fund, in some cases these activities may adversely affect the price paid or received by the Fund or the size of the position obtained or disposed of by the Fund.
Changes of Independent Registered Public Accounting Firms
On November 14, 2018, KPMG LLP (“KPMG”) resigned as the independent registered public accounting firm of NexPoint Healthcare Opportunities Fund (the “Fund”), effective on such date. On December 7, 2018, the board of trustees of the Fund (the “Board”) approved the appointment of Cohen & Company, Ltd. (“Cohen”) as the Fund’s independent registered public accounting firm. Cohen was formally engaged by the Fund on December 19, 2018.
During the period from May 29, 2018 (commencement of operations) through November 14, 2018, there were no: (1) disagreements (as defined in Item 304(a)(1)(iv) of RegulationS-K and the related instructions) with KPMG involving the Fund on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement, or (2) reportable events (as described in Item 304(a)(1)(v) of RegulationS-K).
During the period from May 29, 2018 (commencement of operations) through November 14, 2018, neither Management, the Fund, nor anyone on its behalf, consulted Cohen regarding either (i) 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 financial statements of the Fund, and no written report or oral advice was provided to the Fund by Cohen that Cohen concluded was an important factor considered by the Fund in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of RegulationS-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)of RegulationS-K).
Approval of NexPoint Healthcare Opportunities Fund Investment Advisory Agreement
The Fund has retained NexPoint Advisors, L.P. (the “Investment Adviser”) to manage the assets of the Fund pursuant to an investment advisory agreement between the Investment Adviser and the Fund (the “Agreement”). The Agreement was initially approved by the Fund’s Board of Trustees, including a majority of the Independent Trustees, at a meeting held on February18-19, 2016.
Following the initialtwo-year term, the Agreement continues in effect fromyear-to-year, provided that such continuance is specifically approved at least annually by the vote of holders of at least a majority of the outstanding shares of the Fund or by the Board of Trustees and, in either event, by a majority of the Independent Trustees of the Fund casting votes in person at a meeting called for such purpose.
During telephonic meetings held on August 16, 2018 and August 28, 2018, the Board of Trustees gave preliminary consideration to information bearing on the continuation of the Agreement for aone-year period commencing November 1, 2018 with respect to the Fund. The primary objective of the meetings was to ensure that the Trustees had the opportunity to consider matters they deemed relevant in evaluating the continuation of the Agreement, and to request any additional information they considered reasonably necessary for their deliberations.
At anin-person meeting held on September16-17, 2018, the Board of Trustees, including the Independent Trustees, approved the continuance of the Agreement for aone-year period commencing on November 1, 2018. As part of itsreview process, the Board of Trustees requested, through Fund counsel and its independent legal counsel, and received from
ADDITIONAL INFORMATION (unaudited) (continued)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
the Investment Adviser, various information and written materials in connection with meetings of the Board of Trustees, including: (1) information regarding the financial soundness of the Adviser and the profitability of the Agreement to the Investment; (2) information on the advisory and compliance personnel of the Investment Adviser, including compensation arrangements; (3) information on the internal compliance procedures of the Investment Adviser; (4) comparative information showing how the Fund’s fees and operating expenses compare to those of other accounts of the Investment Adviser and comparable funds managed by unaffiliated advisers, both of which follow investment strategies similar to those of the Fund; (5) information on the investment performance of the Fund, including comparisons of the Fund’s performance against that of other registered investment companies and comparable funds that follow investment strategies similar to those of the Fund; (6) information regarding brokerage and portfolio transactions; and (7) information on any legal proceedings or regulatory audits or investigations affecting the Investment Adviser. After the August 2018 meetings, the Trustees requested that the Investment Adviser provide additional information regarding various matters. In addition, the Trustees received an independent report from Morningstar Inc. (“Morningstar”), an independent source of investment company data, relating to the Fund’s performance, volatility and expenses compared to the performance, volatility and expenses of a peer group determined by Morningstar to be comparable. The Trustees also relied on information provided at periodic meetings of the Board of Trustees over the course of the year. The Trustees reviewed various factors discussed in independent counsel’s legal memoranda regarding their responsibilities in considering the Agreement, the detailed information provided by the Investment Adviser and other relevant information and factors. The Trustees’ conclusions as to the approval of the Agreement were based on a comprehensive consideration of all information provided to the Trustees without any single factor being dispositive in and of itself. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors.
The nature, extent, and quality of the services to be provided by the Investment Adviser
The Board of Trustees considered the portfolio management services to be provided by the Investment Adviser under the Agreement and the activities related to portfolio management, including use of technology, research capabilities, and investment management staff. The Trustees discussed the relevant experience and qualifications of the personnel providing advisory services, including the background and
experience of the members of the Fund’s portfolio management team. The Trustees reviewed the management structure, assets under management and investment philosophies and processes of the Investment Adviser. The Trustees also reviewed and discussed information regarding the Investment Adviser’s compliance policies, procedures and personnel, including portfolio manager compensation arrangements. The Trustees concluded that the Investment Adviser had the quality and depth of personnel and investment methods essential to performing their duties under the Agreement, and that the nature and the quality of such advisory services were satisfactory.
The Investment Adviser’s historical performance in managing the Fund
The Board of Trustees reviewed the historical performance of the Fund over various time periods and reflected on previous discussions regarding matters bearing on the Investment Adviser’s performance at its meetings throughout the year. With respect to the Fund, the Trustees discussed the historical performance of the Fund and contrasted the relative performance of the Fund and its portfolio management team to that of the Fund’s peers, as represented by certain other registered investment companies and comparable funds that follow investment strategies similar to the Fund, as well as comparable indices and the Fund’s applicable Morningstar category. The Trustees concluded that the Fund’s performance or other relevant factors supported the continuation of the Agreement relating to the Fund for an additionalone-year period.
Among other data relating specifically to the Fund’s performance, the Board took note of Morningstar’s explanatory note concerning its performance analysis that, when considering a benchmark, Morningstar chose the S&P 500 Healthcare benchmark as the most suitable comparison for the Fund based on the benchmark’s healthcare focus. The Board then considered that the Fund had underperformed the S&P 500 Healthcare Index for the three- and five-year periods ended June 30, 2018, underperformed the Standard & Poor’s 500 Index for theone-, three- and five-year periods ended June 30, 2018, underperformed the Morningstar peer group median for the three- and five-year periods ended June 30, 2018 and underperformed the category median for the three-year period ended June 30, 2018. The Board further noted that the Fund outperformed the S&P 500 Healthcare Index for theone-year period ended June 30, 2018, outperformed the Morningstar peer group median for theone-year period ended June 30, 2018 and outperformed the category median for theone- and three-year periods ended June 30, 2018. The Board also took into account management’s discussion of the Fund’s performance. With respect to performance that lagged the Fund’s performance. With respect to performance that lagged the Fund’s Morningstar
ADDITIONAL INFORMATION (unaudited) (concluded)
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June 30, 2019 | | NexPoint Healthcare Opportunities Fund |
peer group median, category median and/or benchmark for certain periods, the Trustees considered information provided by the Investment Adviser relating to the attribution of performance results for the Fund, including information that demonstrated that the Fund’s underperformance was attributable, to a significant extent, to investment decisions (such as security selection or sector allocation) by the Investment Adviser that were reasonable under the circumstances prevailing at the time and consistent with the Fund’s investment objective and policies.
With respect to the Fund, the Trustees concluded that the Fund’s performance and other relevant factors supported the continuation of the Agreement.
The costs of the services to be provided by the Investment Adviser and the profits to be realized by the Investment Adviser and its affiliates from their relationship with the Fund
The Board of Trustees also gave consideration to the fees payable under the Agreement, the expenses the Investment Adviser incur in providing advisory services and the profitability to the Investment Adviser from managing the Fund, including: (1) information regarding the financial condition of the Investment Adviser; (2) information regarding the total fees and payments received by the Investment Adviser for its services and, with respect to the Investment Adviser, whether such fees are appropriate given economies of scale and other considerations; (3) comparative information showing (a) the fees payable under the Agreement versus the investment advisory fees of certain registered investment companies and comparable funds that follow investment strategies similar to those of the Fund and (b) the expense ratios of the Fund versus the expense ratios of certain registered investment companies and comparable funds that follow investment strategies similar to those of the Fund; and (4) information regarding the total fees and payments received and the related amounts waived and/or reimbursed by the Investment Adviser for providing administrative services with respect to the Fund under separate agreements and whether such fees are appropriate. The Trustees also considered theso-called“fall-out benefits” to the Investment Adviser with respect to the Fund, such as the reputational value of serving as Investment Adviser to the Fund, potential fees paid to the Investment Adviser’s affiliates by the Fund or portfolio companies for services provided, including administrative services provided to the Fund by the Investment Adviser pursuant to separate agreements, the benefits of scale from investment by the Fund in affiliated funds, and the benefits of research made available to the Investment Adviser by reason of brokerage commissions (if any) generated by the Fund’s securities transactions, and, with respect to any Fund investments in one or more other funds in the Highland fund complex, the fees paid to the
Investment Adviser of the underlying Fund and its affiliates with respect to such investments. After such review, the Trustees determined that the anticipated profitability rates to the Investment Adviser with respect to the Agreement were fair and reasonable. The Trustees also took into consideration the amounts waived and/or reimbursed, if any, where expense caps or advisory fee waivers had been implemented.
The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of shareholders
The Board of Trustees considered the respective asset levels of the Fund over time and historical net expenses relative to such asset levels, the information provided by the Investment Adviser relating to their costs and information comparing the fee rates charged by the Investment Adviser with fee rates charged by other unaffiliated investment advisers to their clients. The Trustees concluded that the fee structures are reasonable, and with respect to the Investment Adviser, should result in a sharing of economies of scale in view of the information provided. The Board determined to continue to review ways, and the extent to which, economies of scale might be shared between the Investment Adviser, on the one hand and shareholders of the Fund on the other. The Board also requested that the Investment Adviser consider ways in which economies of scale can be shared with Fund shareholders.
Conclusion
Throughout the process, the Board of Trustees was advised by Fund counsel and independent legal counsel, and was empowered to engage such other third parties or request additional information as it deemed appropriate. Following a further discussion of the factors above and the merits of the Agreement and its various provisions, it was noted that in considering the approval of the Agreement, no single factor was determinative to the decision of the Board of Trustees. Rather, after weighing all of the factors and reasons discussed above, the Trustees, including the Independent Trustees, unanimously agreed that the Agreement, including the advisory fees to be paid to the Investment Adviser, is fair and reasonable to the Fund in light of the services that the Investment Adviser provides, the expenses that it incurs and the reasonably foreseeable asset levels of the Fund.
IMPORTANT INFORMATION ABOUT THIS REPORT
Investment Adviser
NexPoint Advisors, L.P.
200 Crescent Court, Suite 700
Dallas, TX 75201
Transfer Agent
DST Systems, Inc.
210 W 10th, 8th Floor
Kansas City, MO 64105
Custodian
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
1350 Euclid Ave., Suite 800
Cleveland, OH 44115
Fund Counsel
K&L Gates LLP
1 Lincoln Street
Boston, MA 02111
This report has been prepared for shareholders of NexPoint Healthcare Opportunities Fund (the “Fund”). The Fund mails one shareholder report to each shareholder address. If you would like more than one report, please call shareholder services at1-844-485-9167 to request that additional reports be sent to you.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to its portfolio securities, and the Fund’s proxy voting records for the most recent12-month period ended December 31, are available (i) without charge, upon request, by calling1-844-485-9167 and (ii) on the SEC’s website at http://www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on FormN-Q. The Fund’s FormsN-Q are available on the SEC’s website at http://www.sec.gov and also may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling1-800-SEC-0330. Shareholders may also obtain the FormN-Q by visiting the Fund’s website at www.NexPointAdvisors.com.
As required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive officer and principal financial officer made quarterly certifications, included in filings with the SEC on FormsN-CSR andN-Q relating to, among other things, the Fund’s disclosure controls and procedures and internal controls over financial reporting, as applicable.
The Statement of Additional Information includes additional information about the Fund’s Trustees and is available upon request without charge by calling1-844-485-9167.
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (highlandfunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by contacting the Fund’s transfer agent at1-844-485-9167.
Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call1-844-485-9167 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with a Fund.
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NexPoint Healthcare Opportunities Fund
c/o DST Systems, Inc.
P.O. Box 219630
Kansas City, MO 64121-9630
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NexPoint Healthcare Opportunities Fund | | Semi-Annual Report, June 30, 2019 |
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www.nexpointadvisors.com | | NHOF-SAR-0619 |
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.
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the Semi-Annual Report to Shareholders filed under Item 1 of this form. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures forClosed-End Management Investment Companies. |
Not applicable.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
As of the date of this filing, there was one change to the portfolio managers identified in paragraph (a)(1) of this Item in NexPoint Healthcare Opportunities Fund’s (the “Registrant”) most recently filed annual report on FormN-CSR.
Effective April 23, 2019, Andrew Hilgenbrink was no longer employed by NexPoint Advisors, L.P. and no longer served as aco-portfolio manager of the Registrant.
Item 9. | Purchases of Equity Securities byClosed-End Management Investment Company and Affiliated Purchasers. |
No such purchases were made by or on behalf of the NexPoint Healthcare Opportunities Fund (the “Registrant”) or any “affiliated purchaser” during the period covered by this report.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board.
Item 11. | Controls and Procedures. |
(a) | The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act (17 CFR 270.30a-3 (c)) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12. | Disclosure of Securities Lending Activities forClosed-End Management Investment Companies. |
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(a)(1) | | Not applicable. |
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(a)(2) | | Certifications pursuant to Rule30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
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(a)(3) | | Not applicable. |
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(a)(4) | | Not applicable. |
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(b) | | Certifications pursuant to Rule30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NEXPOINT HEALTHCARE OPPORTUNITIES FUND |
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By (Signature and Title): | | /s/ James Dondero |
| | James Dondero |
| | President and Principal Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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By (Signature and Title): | | /s/ James Dondero |
| | James Dondero |
| | President and Principal Executive Officer |
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By (Signature and Title): | | /s/ Frank Waterhouse |
| | Frank Waterhouse |
| | Treasurer, Principal Financial Officer and Principal Accounting Officer |