UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21869
NEXPOINT CREDIT STRATEGIES FUND
(Exact name of registrant as specified in charter) |
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200 Crescent Court Suite 700 Dallas, Texas 75201
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(Address of principal executive offices)(Zip code) | ||||
NexPoint Advisors, L.P. 200 Crescent Court Suite 700 Dallas, Texas 75201
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(Name and Address of Agent for Service) |
Registrants telephone number, including area code: (877) 665-1287
Date of fiscal year end: December 31
Date of reporting period: December 31, 2015
Item 1. Reports to Stockholders.
A copy of the Report to Shareholders transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the 1940 Act), is attached herewith.
NexPoint Credit Strategies Fund
Annual Report
December 31, 2015
NexPoint Credit Strategies Fund
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Economic and market conditions change frequently.
There is no assurance that the trends described in this report will continue or commence.
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PORTFOLIO MANAGER COMMENTARY (unaudited)
December 31, 2015 | NexPoint Credit Strategies Fund |
2015 Performance
In 2015, the net asset value (NAV) of NexPoint Credit Strategies Fund (the Fund) was down 20.80% and the stock price was down 18.09%, including reinvested dividends. The Funds performance lagged its benchmark, the Credit Suisse Hedge Fund Index (-0.71%) as well other Allocation and Fixed Income closed-end funds. The Fund had a solid start to the year; however, volatility in credit markets driven by macroeconomic headline risk and technical pressure took hold during the second half of the year.
NHF |
One Year |
Three Years |
Five Years |
Inception |
||||||||||||
NAV |
-20.80 | % | 17.75 | % | 12.57 | % | 2.22 | % | ||||||||
Market Price |
-18.09 | % | 16.46 | % | 9.74 | % | 0.14 | % |
For the year, the top five performing investments in the portfolio were Freedom REIT LLC, our Argentine sovereign bond position, Nexpoint Real Estate Capital LLC, Greenbriar CLO Preferred Equity and Salesforce.com common equity. The top five underperforming investments in the portfolio in 2015 were Anadarko Petroleum common equity, NRG Energy common equity, Texas Competitive Electric Holdings (TXU) 1st lien senior debt, Ocean Rig UDW Inc. common equity, and Avaya Inc. high-yield bond. Overall, the Funds equity investments underperformed all other asset classes, contributing approximately 15% to the total loss. Real Estate was the best performing asset class, which contributed approximately 6.99%, to the Funds -20.80% NAV return.
Big Picture Highlights
The two most significant underperforming areas within the portfolio during the year were our exposures to Utilities and Energy. A key Utility position that was originally added to the portfolio in 2014, after it filed for bankruptcy, but became one of the highest conviction investments during the year is Texas Competitive Electric Holdings (TXU). To provide a little history, TXUs parent company, Energy Futures Holdings Corp (EFH) and the substantial majority of its direct and indirect subsidiaries, including TXU, filed for bankruptcy in April 2014. Previously a public company, TXU was taken private in 2007 by private equity firms, KKR, Goldman Sachs and TPG, in one of the biggest leveraged-buyouts at that time. TXU has been working its way through the restructuring process and we believe is close to emerging from bankruptcy. The plan of reorganization is currently being reviewed by regulators, the most important of which is the Public Utility Commission of Texas (PUCT). The Fund owns 1st lien senior debt in TXU with the total investment making up just over 8% of the portfolio as of December 31, 2015. Despite successfully completing several key steps of the reorganization process, the loans traded down 53% during the year, we believe due to the markets misplaced sensitivity to the continued sell-off in commodity prices.
We believe the markets association with commodity/energy funds is misplaced, as TXUs fundamentals are relatively insulated from oil prices and fears of a slowdown in China. And from a trading perspective, we believe much of this dislocation is technical in nature, as large lenders and investors in TXU have either been restricted from trading as they have been involved in restructuring discussions, or cannot add to their position because they have already filled their maximum position size. El Niño has also led to the country experiencing a mild winter which we believe has been a large contributor to the year-end fall in gas prices. TXU does have sensitivity to natural gas given that the marginal source of electricity generation is typically a natural gas fueled plant. Nonetheless, we think the market is placing too much importance on this gas sensitivity. We see the Texas power grid supply/demand story creating structurally higher power prices as a result of higher peak prices, which are not a function of natural gas prices.
Based on recent bankruptcy court approvals and restructuring progress, we expect TXU to emerge from bankruptcy in the first half of 2016. The bankruptcy judge approved the companys plan to emerge from bankruptcy and sale of their transmission business, ONCOR, to a group of new investors. According to the terms of the plan of reorganization, 1st lien lenders, like NHF, will receive 100% of the reorganized equity in TXU (power generation and retail energy business), 100% of the cash proceeds from the new debt issued by TXU, and the right to invest in the new parent company subject to the sale of ONCOR and its conversion into a REIT. The focus now shifts to the companys plan receiving approval from regulators. The Federal Energy Regulatory Commission (FERC) has already approved the deal. We expect a decision from the Public Utility Commission of Texas by the end of March and an emergence from bankruptcy by the end of the second quarter. Our long-term view is that the new equity received from TXUs reorganization will trade higher over time, ultimately reaching a par recovery.
On September 9, 2014, the Funds Board of Trustees announced a plan to separate NexPoint Residential Trust, Inc. (NXRT) from the Fund through a series of restructuring transactions involving Freedom REIT, the Funds wholly-owned subsidiary, and
Annual Report | 1 |
PORTFOLIO MANAGER COMMENTARY (unaudited)
December 31, 2015 | NexPoint Credit Strategies Fund |
NXRT, a real estate investment trust, followed by a distribution of all of the outstanding shares of NXRT common stock to the shareholders of the Fund on a pro-rata basis (the Spin-Off). The Board approved the advisory agreement for NXRT on January 5, 2015, which subsequently was approved by the shareholders of the Fund on March 16, 2015. On April 1, 2015, the Fund transferred certain real estate assets, multifamily properties, held by Freedom REIT to NXRT in exchange for NXRT common stock. The Fund completed the Spin-Off through a pro-rata taxable distribution of NXRT common stock to the Funds shareholders of record as of the close of business on March 23, 2015 (the Record Date). The Funds shareholders received one share of NXRT common stock for every three common shares of the Fund held on the Record Date and the shares began trading on the New York Stock Exchange on April 1.
Following the Spin-Off, the Fund continues to invest directly in multifamily properties in Texas and the Southeastern United States. We continue to see good value in direct investments in real estate as well as debt investments. The Funds subsidiary NexPoint Real Estate Capital (NREC) has originated approximately $120 million of preferred equity investments that are primarily collateralized by multifamily properties. These investments are below the mortgages on properties but above the equity and are structured such that we can take over the property upon payment default by the borrower or uncured breach of covenants. Neither NREC nor any affiliate of the Fund owns the underlying party. These preferred equity investments are originated by unaffiliated third parties.
Lastly, the Fund increased its allocation to CLO equity following the Spin-Off. CLO equity and underlying bank loan pricing exhibited panic selling in the last few quarters of 2015. These deteriorating or bearish assumptions we believe exceed actual credit conditions in the economy. We believe the long term fundamentals of CLO equity provide a very attractive return profile and are comfortable that ultimate defaults in underlying companies will be less than expected.
Although the NAVs of some CLOs have dropped precipitously, the vast majority of equity continues to produce over 20% annualized cash flow. We expect to see volatility continue in the short term, particularly in companies exposed to distressed sectors such as oil-and-gas and metals-and-mining. In such an environment, we give additional scrutiny to the underlying collateral, the pace of downgrades, and overcollateralization cushions. We believe the current market sell-off is exacerbated by credit market technicals and investor sentiment, therefore creating an extraordinary buying opportunity based on fundamentals. Accordingly, we expect to hold CLO debt and equity that has become distressed but ultimately holds sound underlying collateral.
As of December 31, 2014, the Funds investments were allocated among the following asset classes:
2 | Annual Report |
PORTFOLIO MANAGER COMMENTARY (unaudited)
December 31, 2015 | NexPoint Credit Strategies Fund |
As of December 31, 2015, the Funds investments were allocated among the following asset classes:
For the twelve-month period ended December 31, 2015, the Fund returned -20.80%, based on NAV, putting it well behind the majority of other funds in the Morningstar Tactical Allocation category during the period. During 2015, the Fund tactically increased its allocation of the portfolio to CLO Debt and Equity as well as Loans.
The Funds Strategy
The Funds investment adviser, NexPoint Advisers L.P. (the Investment Adviser), manages the Fund pursuant to a multi-strategy investment program that attempts to exceed the return of the Funds benchmark in a transparent, registered fund format, with monthly dividends. We will typically allocate the Funds investments in the following asset classes: public equities, private equity investments, collateralized loan obligation (CLOs) debt, high yield bonds, syndicated floating rate bank loans, real estate assets, CLO equity, non-traditional yield oriented investments and may hedge exposure where necessary.
Our View of the Year Ahead
Fears centered on China and oil helped to erode investor sentiment throughout 2015 with an acceleration of risk-off sentiment into year-end. Credit was ahead of equities all year, pricing in stress and driving spreads to historically wide levels and arguably pricing recession in certain instances.
Equities joined the downdraft party at the start of the year as credit initially outperformed before renewed pressure emerged on spreads. As heightened concerns around global macro conditions fade, there remains the potential for more normalized risk markets. In addition, we believe quantitative easing implemented overseas could finally start to have a lagged effect with increased liquidity helping to drive a turnaround in global growth. Back in the U.S., absolute levels of service sector activity, automotive sales, and housing demand remain supportive. Under this lens, we would expect to see continued modest domestic GDP growth driving higher corporate revenues and cash flows. We believe a modest growth with no-recession scenario in the U.S. coupled with low inflation, lower stock prices, lower long-term interest rates, lower borrowing costs, and a relatively benign default environment could drive increasing demand for yield across all fixed income spread products. We believe better technicals could emerge via CLO creation as risk market volatility subsides, default rates remain below trend, certainty as Fed policy emerges, and hurdles surrounding CLO risk retention rules get sorted through.
Shareholder Loyalty Program
In July 2012, we developed and implemented a unique and creative Shareholder Loyalty Program (the Program) that we believe rewards long-term shareholders while aligning the interests of the portfolio manager and other employees of the Investment Adviser and its affiliates with those of the Funds shareholders. The primary purpose of the Program is to promote shareholder loyalty. Subject to certain limitations, the Program offers shareholders a 2% gross-up on all new contributions made through accounts held by the Programs administrator that are held for at least 12-months after initial purchase date. The Program was offered to employees of NexPoint and affiliates beginning in July 2012 and has increased direct employee ownership in the Fund. All costs of the program, including the cost of the gross-up on purchases and dividend reinvestments, are paid by the Investment Adviser, not by the Fund.
Annual Report | 3 |
NexPoint Credit Strategies Fund |
Objective
The Fund seeks to provide both current income and capital appreciation.
Total Net Assets of Common Shares as of December 31, 2015
$366.1 million
Portfolio Data as of December 31, 2015
The information below provides a snapshot of the Fund at the end of the reporting period. The Fund is actively managed and the composition of its portfolio will change over time.
Top 10 Holdings as of 12/31/2015 (%)(2) | ||||
Nexpoint Real Estate Capital, REIT (Common Stocks) |
26.7 | |||
Freedom, REIT (Common Stocks) |
17.5 | |||
TerreStar Corp. (Common Stocks) |
9.1 | |||
Metro-Goldwyn-Mayer, Inc. (Common Stocks) |
6.5 | |||
Texas Competitive Electric Holdings Co. LLC (U.S. Senior Loans) |
6.5 | |||
Grayson CLO, Ltd. (Preferred Stocks) |
5.9 | |||
Stratford CLO, Ltd. (Preferred Stocks) |
5.2 | |||
Greenbriar CLO, Ltd. (Preferred Stocks) |
4.8 | |||
Eastland CLO, Ltd. (Preferred Stocks) |
3.9 | |||
Specialty Finance, Inc. (Common Stocks) |
3.9 |
(1) | Quality is calculated as a percentage of total senior loans, asset-backed securities and corporate bonds & notes. The quality ratings reflected were issued by Standard & Poors, a nationally recognized statistical rating organization. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Quality ratings reflect the credit quality of the underlying bonds in the Funds portfolio and not that of the Fund itself. Credit quality ratings assigned by a rating agency are subjective opinions, not statements of fact, and are subject to change, including daily. The ratings assigned by credit rating agencies are but one of the considerations that the Funds investment adviser incorporates into its credit analysis process, along with such other issuer-specific factors as cash flows, capital structure and leverage ratios, ability to de-leverage through free cash flow, quality of management, market positioning and access to capital, as well as such security-specific factors as the terms of the security (e.g., interest rate, and time to maturity) and the amount of any collateral. Quality Ratings are subject to change. |
(2) | Sectors and holdings are calculated as a percentage of total net assets. |
4 | Annual Report |
December 31, 2015 | NexPoint Credit Strategies Fund |
A guide to understanding the Funds financial statements
Investment Portfolio | The Investment Portfolio details all of the Funds holdings and their value as of the last day of the reporting period. Portfolio holdings are organized by type of asset and industry to demonstrate areas of concentration and diversification. | |
Statement of Assets and Liabilities | This statement details the Funds assets, liabilities, net assets and common share price as of the last day of the reporting period. Net assets are calculated by subtracting all the Funds liabilities (including any unpaid expenses) from the total of the Funds investment and non-investment assets. The net asset value per common share is calculated by dividing net assets by the number of common shares outstanding as of the last day of the reporting period. | |
Statement of Operations | This statement reports income earned by the Fund and the expenses accrued by the Fund during the reporting period. The Statement of Operations also shows any net gain or loss the Fund realized on the sales of its holdings during the period as well as any unrealized gains or losses recognized over the period. The total of these results represents the Funds net increase or decrease in net assets from operations applicable to common shareholders. | |
Statements of Changes in Net Assets | These statements detail how the Funds net assets were affected by its operating results, distributions to common shareholders and shareholder transactions from common shares (e.g., subscriptions, redemptions and distribution reinvestments) during the reporting period. The Statements of Changes in Net Assets also detail changes in the number of common shares outstanding. | |
Statement of Cash Flows | This statement reports net cash and foreign currency provided or used by operating, investing and financing activities and the net effect of those flows on cash and foreign currency during the period. | |
Financial Highlights | The Financial Highlights demonstrate how the Funds net asset value per common share was affected by the Funds operating results. The Financial Highlights also disclose the Funds performance and certain key ratios (e.g., net expenses and net investment income as a percentage of average net assets). | |
Notes to Financial Statements | These notes disclose the organizational background of the Fund, its significant accounting policies (including those surrounding security valuation, income recognition and distributions to shareholders), federal tax information, fees and compensation paid to affiliates and significant risks and contingencies. |
Annual Report | 5 |
As of December 31, 2015 | NexPoint Credit Strategies Fund |
6 | See accompanying Notes to Financial Statements. |
INVESTMENT PORTFOLIO (continued)
As of December 31, 2015 | NexPoint Credit Strategies Fund |
See accompanying Notes to Financial Statements. | 7 |
INVESTMENT PORTFOLIO (continued)
As of December 31, 2015 | NexPoint Credit Strategies Fund |
8 | See accompanying Notes to Financial Statements. |
INVESTMENT PORTFOLIO (continued)
As of December 31, 2015 | NexPoint Credit Strategies Fund |
See accompanying Notes to Financial Statements. | 9 |
INVESTMENT PORTFOLIO (continued)
As of December 31, 2015 | NexPoint Credit Strategies Fund |
10 | See accompanying Notes to Financial Statements. |
STATEMENT OF ASSETS AND LIABILITIES
As of December 31, 2015 | NexPoint Credit Strategies Fund |
($) | ||||
Assets |
||||
Investments from unaffiliated issuers, at value (cost $696,831,730) |
370,441,496 | |||
Affiliated issuers, at value (cost $320,224,777) (Note 11) |
228,967,787 | |||
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|
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Total Investments, at value (cost $1,017,056,507) |
599,409,283 | |||
Receivable for: |
||||
Investments sold |
2,042,630 | |||
Dividends and interest |
5,799,842 | |||
Due from broker |
20,334,410 | |||
Prepaid expenses and other assets |
63,054 | |||
|
|
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Total assets |
627,649,219 | |||
|
|
|||
Liabilities |
||||
Due to custodian |
3,791,649 | |||
Notes payable (Note 6) |
215,925,315 | |||
Securities sold short, at value (proceeds $24,956,062) (Notes 2 and 9) |
21,369,432 | |||
Written options contracts, at value (premiums $2,026,299) (Note 3) |
8,652,913 | |||
Payable for: |
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Distributions to shareholders |
200 | |||
Investments purchased |
10,168,750 | |||
Investment advisory and administration fees (Note 8) |
602,308 | |||
Trustees fees |
12,271 | |||
Transfer agent fees |
20,699 | |||
Interest expense (Note 6) |
355,929 | |||
Accrued expenses and other liabilities |
671,604 | |||
|
|
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Total liabilities |
261,571,070 | |||
|
|
|||
Net Assets Applicable to Common Shares |
366,078,149 | |||
|
|
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Net Assets Consist of: |
||||
Par value (Note 1) |
15,970 | |||
Paid-in capital |
856,288,042 | |||
Accumulated (distributions in excess of) net investment income |
(1,123,636 | ) | ||
Accumulated net realized loss from investments, securities sold short and foreign currency transactions |
(68,333,386 | ) | ||
Net unrealized depreciation on investments, securities sold short, written options contracts and translation of assets and liabilities denominated in foreign currency |
(420,768,841 | ) | ||
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Net Assets Applicable to Common Shares |
366,078,149 | |||
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|
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Common Shares |
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Net assets |
366,078,149 | |||
Shares outstanding (unlimited authorization) |
15,969,655 | |||
Net asset value per share (Net assets/shares outstanding) |
22.92 |
See accompanying Notes to Financial Statements. | 11 |
For the Year Ended December 31, 2015 | NexPoint Credit Strategies Fund |
($) | ||||
Investment Income |
||||
Dividends from unaffiliated issuers |
52,085,515 | |||
Dividends from affiliated issuers (Note 11) |
83,693,853 | |||
Less: Foreign taxes withheld |
(5,920 | ) | ||
Securities lending income (Note 4) |
63,078 | |||
Interest from unaffiliated issuers |
23,714,218 | |||
Other income |
35,384 | |||
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Total Income |
159,586,128 | |||
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Expenses: |
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Investment advisory (Note 8) |
8,854,346 | |||
Administration fees (Note 8) |
1,770,870 | |||
Transfer agent fees |
140,987 | |||
Trustees fees (Note 8) |
78,370 | |||
Accounting services fees |
216,179 | |||
Audit fees |
285,833 | |||
Legal fees |
1,419,416 | |||
Registration fees |
84,745 | |||
Insurance |
106,306 | |||
Reports to shareholders |
313,311 | |||
Interest expense (Note 6) |
4,064,875 | |||
Dividends and fees on securities sold short (Note 2) |
1,370,655 | |||
Other |
1,067,357 | |||
|
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Total operating expenses |
19,773,250 | |||
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|
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Net investment income |
139,812,878 | |||
|
|
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Net Realized and Unrealized Gain (Loss) on Investments |
||||
Net realized gain/(loss) on investments from unaffiliated issuers |
10,593,172 | |||
Net realized gain/(loss) on securities sold short (Note 2) |
5,439,756 | |||
Net realized gain/(loss) on written options contracts (Note 3) |
2,579,598 | |||
Net realized gain/(loss) on foreign currency transactions |
(603,542 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments |
(271,441,114 | ) | ||
Net change in unrealized appreciation/(depreciation) on securities sold short (Note 2) |
2,042,053 | |||
Net change in unrealized appreciation/(depreciation) on written options contracts (Note 3) |
(5,192,234 | ) | ||
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities denominated in foreign currency |
31,305 | |||
|
|
|||
Net realized and unrealized gain/(loss) on investments |
(256,551,006 | ) | ||
|
|
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Total decrease in net assets resulting from operations |
(116,738,128 | ) | ||
|
|
12 | See accompanying Notes to Financial Statements. |
STATEMENTS OF CHANGES IN NET ASSETS
NexPoint Credit Strategies Fund |
Year Ended December 31, 2015 ($) |
Year Ended December 31, 2014 ($) |
|||||||
From Operations |
||||||||
Net investment income |
139,812,878 | 52,656,114 | ||||||
Net realized gain (loss) on investments, securities sold short and foreign currency transactions |
18,008,984 | 238,753,558 | ||||||
Net change in unrealized depreciation on investments, securities sold short, written options contracts and translation of assets and liabilities denominated in foreign currency |
(274,559,990 | ) | (110,619,647 | ) | ||||
|
|
|
|
|||||
Net increase (decrease) from operations |
(116,738,128 | ) | 180,790,025 | |||||
|
|
|
|
|||||
Distributions Declared to Common Shareholders |
||||||||
From net investment income |
(45,994,364 | ) | (44,397,624 | ) | ||||
Spin-Off (Note 12) |
(332,056,224 | ) | | |||||
|
|
|
|
|||||
Total distributions declared to common shareholders |
(378,050,588 | ) | (44,397,624 | ) | ||||
|
|
|
|
|||||
Total increase/(decrease) in net assets from common shares |
(494,788,716 | ) | 136,392,401 | |||||
|
|
|
|
|||||
Share transactions |
||||||||
Cost of shares redeemed (Note 13) |
(10,532 | ) | | |||||
|
|
|
|
|||||
Net increase (decrease) from shares transactions |
(10,532 | ) | | |||||
|
|
|
|
|||||
Total increase (decrease) in net assets |
(494,799,248 | ) | 136,392,401 | |||||
Net Assets |
||||||||
Beginning of period |
860,877,397 | 724,484,996 | ||||||
|
|
|
|
|||||
End of period (including undistributed net investment income of $0 and $17,839,665 respectively) |
366,078,149 | 860,877,397 | ||||||
|
|
|
|
|||||
Change in Common Shares |
||||||||
Shares redeemed (Note 13) |
(713 | ) | | |||||
|
|
|
|
|||||
Net increase/(decrease) in common shares |
(713 | ) | | |||||
|
|
|
|
See accompanying Notes to Financial Statements. | 13 |
Year Ended December 31, 2015 | NexPoint Credit Strategies Fund |
($) | ||||
Cash Flows Provided by (Used for) Operating Activities: |
||||
Net decrease in net assets resulting from operations |
(116,738,128 | ) | ||
Adjustments to Reconcile Net Investment Income to Net Cash Provided by Operating Activities |
||||
Operating Activities: |
||||
Purchases of investment securities from unaffiliated issuers |
(315,508,500 | ) | ||
Proceeds from disposition of investment securities from unaffiliated issuers |
654,366,526 | |||
Purchases of investment securities from affiliated issuers |
(479,171,129 | ) | ||
Proceeds from disposition of investment securities from affiliated issuers |
355,781,879 | |||
Purchases of purchased options |
(10,531,182 | ) | ||
Purchases of securities sold short |
(49,415,309 | ) | ||
Proceeds of securities sold short |
46,169,496 | |||
Paydowns at cost |
1,468,569 | |||
Net accretion of discount |
(3,998,556 | ) | ||
Dividends received in kind |
(83,693,853 | ) | ||
Net premium received on open written options contracts |
4,779,820 | |||
Net realized gain on Investments from unaffiliated issuers |
(10,593,172 | ) | ||
Net realized gain on securities sold short, written options contracts and foreign currency transactions |
(7,415,812 | ) | ||
Net change in unrealized appreciation/ (depreciation) on investments, securities sold short, written options contracts and translation on assets and liabilities denominated in foreign currency |
274,559,990 | |||
Increase in due from broker |
(20,334,410 | ) | ||
Decrease in receivable for investments sold |
44,542,654 | |||
Decrease in receivable for dividends and interest |
1,392,675 | |||
Decrease in other assets |
26,337 | |||
Decrease in payable for investments purchased |
(6,904,799 | ) | ||
Decrease in payable Due to Broker |
(56,853,612 | ) | ||
Decrease in payables to related parties |
(502,687 | ) | ||
Increase in payable to transfer agent fees |
20,699 | |||
Decrease in payable for interest expense |
(58,085 | ) | ||
Increase in accrued expenses and other liabilities |
246,643 | |||
|
|
|||
Net cash flow provided by operating activities |
221,636,054 | |||
Cash Flows Received from (Used In) Financing Activities: |
||||
Decrease in notes payable |
(169,411,140 | ) | ||
Distributions paid in cash |
(45,994,164 | ) | ||
Payments on shares redeemed |
(10,532 | ) | ||
|
|
|||
Net cash flow received from (used in) financing activities |
(215,415,836 | ) | ||
Effect of exchange rate changes on cash |
(572,237 | ) | ||
|
|
|||
Net Increase in Cash |
5,647,981 | |||
Cash and Foreign Currency/Due to Custodian: |
||||
Beginning of year |
(9,439,630 | ) | ||
|
|
|||
End of year |
$ | (3,791,649 | ) | |
|
|
|||
Supplemental disclosure of cash flow information: |
||||
Cash paid during the year for interest |
$ | 4,006,790 | ||
|
|
|||
Spin-off (Note 12) |
332,056,224 | |||
|
|
14 | See accompanying Notes to Financial Statements. |
NexPoint Credit Strategies Fund |
Selected data for a share outstanding throughout each period is as follows:
For the Years Ended December 31, | ||||||||||||||||||||
Common Shares Per Share Operating Performance: | 2015* | 2014 | 2013 | 2012 | 2011 | |||||||||||||||
Net Asset Value, Beginning of Period |
$ | 53.92 | $ | 11.34 | $ | 7.46 | $ | 6.94 | $ | 7.72 | ||||||||||
Income from Investment Operations: |
||||||||||||||||||||
Net investment income |
8.75 | (e) | 0.82 | 0.63 | 0.43 | 0.47 | ||||||||||||||
Net realized and unrealized gain/(loss) |
(16.08 | ) | 2.02 | 3.80 | 0.52 | (0.72 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total from investment operations |
(7.33 | ) | 2.84 | 4.43 | 0.95 | (0.25 | ) | |||||||||||||
Less Distributions Declared to Common Shareholders: |
||||||||||||||||||||
From net investment income |
(2.88 | ) | (0.70 | ) | (0.55 | ) | (0.43 | ) | (0.53 | ) | ||||||||||
From spin-off (Note 12) |
(20.79 | ) | | | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total distributions declared to common shareholders |
(23.67 | ) | (0.70 | ) | (0.55 | ) | (0.43 | ) | (0.53 | ) | ||||||||||
Net Asset Value, End of Period |
$ | 22.92 | $ | 13.48 | $ | 11.34 | $ | 7.46 | $ | 6.94 | ||||||||||
Market Value, End of Period |
$ | 20.44 | $ | 11.23 | $ | 9.42 | $ | 6.64 | $ | 6.18 | ||||||||||
Market Value Total Return(a) |
(18.09 | )% | 26.77 | % | 52.03 | % | 14.73 | % | (12.18 | )% | ||||||||||
Common Share Information at End of Period: |
||||||||||||||||||||
Ratios based on average net assets of common shares: |
||||||||||||||||||||
Ratios and Supplemental Data: |
||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 366,078 | $ | 860,877 | $ | 724,485 | $ | 476,263 | $ | 443,048 | ||||||||||
Gross operating expenses(b)(c) |
3.43 | % | 2.48 | % | 2.82 | % | 3.14 | % | 3.15 | % | ||||||||||
Net operating expenses(b) |
3.43 | % | 2.48 | % | 2.82 | % | 3.14 | % | 3.15 | % | ||||||||||
Net investment income |
24.23 | %(f) | 6.45 | % | 7.01 | % | 6.00 | % | 6.24 | % | ||||||||||
Ratios based on managed net assets of common shares: |
||||||||||||||||||||
Gross operating expenses(b)(d) |
2.23 | % | 1.68 | % | 1.98 | % | 2.26 | % | 2.27 | % | ||||||||||
Net operating expenses(b) |
2.23 | % | 1.68 | % | 1.98 | % | 2.26 | % | 2.27 | % | ||||||||||
Net investment income |
15.79 | %(g) | 4.38 | % | 4.91 | % | 4.32 | % | 4.50 | % | ||||||||||
Portfolio turnover rate(h) |
31 | % | 59 | % | 74 | % | 92 | % | 52 | % |
* | Per share data prior to October 6, 2015 has been adjusted to give effect to a 4 to 1 reverse stock split. (See Note 13) |
(a) | Based on market value per share. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds Dividend Reinvestment Plan. |
(b) | Includes dividends and expenses on securities sold short. |
(c) | Gross operating expenses (excluding interest expense and commitment fees) were 2.72% for the year ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 1.98%, 2.22%, 2.22% and 2.23% for the years ended December 31, 2014, 2013, 2012 and 2011, respectively. |
(d) | Gross operating expenses (excluding interest expense and commitment fees) were 1.77% for the year ended December 31, 2015. Gross operating expenses (excluding interest expense and commitment fees) were 1.34%, 1.56%, 1.60% and 1.61% for the years ended December 31, 2014, 2013, 2012 and 2011, respectively. |
(e) | Includes non-recurring dividend from Freedom REIT. (See Note 12). |
(f) | Net investment income (excluding non-recurring dividend from Freedom REIT) was 9.76%. (See Note 12) |
(g) | Net investment income (excluding non-recurring dividend from Freedom REIT) was 6.36%. (See Note 12) |
(h) | Excludes in-kind activity. |
See accompanying Notes to Financial Statements. | 15 |
December 31, 2015 | NexPoint Credit Strategies Fund |
16 | Annual Report |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Annual Report | 17 |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out of the levels are recognized at the value at the end of the period. A summary of the inputs used to value the Funds assets as of December 31, 2015 is as follows:
Total value at December 31, 2015 |
Level 1 Quoted Price |
Level 2 Significant Observable Inputs |
Level 3 Significant Unobservable Inputs |
|||||||||||||
Assets |
| |||||||||||||||
U.S. Senior Loans(1) |
||||||||||||||||
Chemicals |
$ | 2,202,577 | $ | | $ | 2,202,577 | $ | | ||||||||
Energy |
511,505 | | 511,505 | | ||||||||||||
Gaming & Leisure |
4,476,048 | | | 4,476,048 | ||||||||||||
Housing |
| | | | (2) | |||||||||||
Media & Telecommunications |
| | | | (2) | |||||||||||
Service |
10,984,004 | | 10,984,004 | | ||||||||||||
Telecommunications |
13,874,103 | | | 13,874,103 | ||||||||||||
Utility |
37,568,577 | | 37,568,577 | | ||||||||||||
Foreign Denominated or Domiciled Senior Loans |
644,763 | | 609,703 | 35,060 | ||||||||||||
Asset-Backed Securities |
62,674,131 | | 62,674,131 | | ||||||||||||
Corporate Bonds & Notes(1) |
36,398,334 | | 36,398,334 | | (2) | |||||||||||
Foreign Corporate Bonds & Notes |
645,151 | | 645,151 | | (2) | |||||||||||
Sovereign Bonds |
6,280,034 | | 6,280,034 | | ||||||||||||
Common Stocks |
||||||||||||||||
Chemicals |
4,682,969 | | | 4,682,969 | ||||||||||||
Consumer Discretionary |
6,704,157 | 6,704,157 | | | ||||||||||||
Energy |
9,144,058 | 9,144,058 | | | ||||||||||||
Financial |
28,110,261 | 5,593,762 | | 22,516,499 | ||||||||||||
Gaming & Leisure |
| | | | (2) | |||||||||||
Healthcare |
1,569,600 | | | 1,569,600 | ||||||||||||
Housing |
1,141,265 | | | 1,141,265 | ||||||||||||
Information Technology |
2,629,549 | 2,629,549 | | | ||||||||||||
Media & Telecommunications |
26,075,451 | 2,311,381 | 23,764,070 | | ||||||||||||
Real Estate |
5 | | | 5 | (2) | |||||||||||
Real Estate Investment Trust |
163,280,380 | 1,374,513 | | 161,905,867 | ||||||||||||
Telecommunications |
33,434,560 | | | 33,434,560 | ||||||||||||
Utility |
19,422,724 | 13,125,469 | 6,297,255 | | ||||||||||||
Wireless Communications |
1,132,751 | 1,132,751 | | | ||||||||||||
Preferred Stocks(1) |
114,841,739 | | 114,841,739 | | ||||||||||||
Exchange-Traded Funds |
3,543,741 | 3,543,741 | | | ||||||||||||
Warrants(1) |
||||||||||||||||
Equity Contracts |
392,846 | 392,846 | | | (2) | |||||||||||
Purchased Call Options |
7,044,000 | 7,044,000 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 599,409,283 | $ | 52,996,227 | $ | 302,777,080 | $ | 243,635,976 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities |
| |||||||||||||||
Securities Sold Short(1) |
$ | (21,369,432 | ) | $ | (21,369,432 | ) | $ | | $ | | ||||||
Other Financial Instruments |
||||||||||||||||
Written Put Options Contracts |
||||||||||||||||
Equity Contracts |
(8,652,913 | ) | (8,652,913 | ) | | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
$ | (30,022,345 | ) | $ | (30,022,345 | ) | $ | | $ | | ||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 569,386,938 | $ | 22,973,882 | $ | 302,777,080 | $ | 243,635,976 | ||||||||
|
|
|
|
|
|
|
|
(1) | See Investment Portfolio detail for industry breakout. |
(2) | This category includes securities with a value of zero. |
18 | Annual Report |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
The table below sets forth a summary of changes in the Funds Level 3 assets (assets measured at fair value using significant unobservable inputs) for the year ended December 31, 2015.
Balance as of December 31, 2014 |
Transfers into Level 3 |
Transfers Out of Level 3 |
Net Amortization (Accretion) of Premium/ (Discount) |
Net Realized Gains/ (Losses) |
Net Unrealized Gains/ (Losses) |
Net Purchases(1) |
Net (Sales)(1) |
Balance as of December 31, 2015 |
Change
in Unrealized Gain/(Loss) on Level 3 securities still held at period end |
|||||||||||||||||||||||||||||||
U.S. Senior Loans |
||||||||||||||||||||||||||||||||||||||||
Gaming & Leisure |
$ | 4,596,592 | $ | 305,161 | $ | | $ | | $ | | $ | (853,844 | ) | $ | 428,139 | $ | | $ | 4,476,048 | $ | (853,844 | ) | ||||||||||||||||||
Healthcare |
2,150,625 | | | 757 | (34,057 | ) | 47,175 | | (2,164,500 | ) | | | ||||||||||||||||||||||||||||
Housing |
72,857 | | | | 204,848 | (53,989 | ) | | (223,716 | ) | | (2) | (53,989 | ) | ||||||||||||||||||||||||||
Media & Telecommunications |
| | | | 2,421 | 4,882 | | (7,303 | ) | | (2) | 4,882 | ||||||||||||||||||||||||||||
Telecommunications |
6,637,538 | | | (1,794 | ) | 11,515 | (256,642 | ) | 16,853,382 | (9,369,896 | ) | 13,874,103 | (65,443 | ) | ||||||||||||||||||||||||||
Utility |
7,883,995 | | (8,778,345 | ) | 108,856 | 18,852 | 83,690 | 976,981 | (294,029 | ) | | | ||||||||||||||||||||||||||||
Foreign Denominated or Domiciled Senior Loans |
383,212 | | | (237 | ) | 59,322 | 107,215 | | (514,452 | ) | 35,060 | 104,800 | ||||||||||||||||||||||||||||
Foreign Corporate Bonds & Notes |
||||||||||||||||||||||||||||||||||||||||
Healthcare |
645,151 | | (645,151 | ) | | | | | | | (2) | | ||||||||||||||||||||||||||||
Common Stocks |
||||||||||||||||||||||||||||||||||||||||
Broadcasting |
2,826,747 | | | | | (2,826,747 | ) | | | | 231,701 | |||||||||||||||||||||||||||||
Chemicals |
6,445,041 | (7,904,753 | ) | 6,142,681 | 4,682,969 | (7,904,753 | ) | |||||||||||||||||||||||||||||||||
Financial |
4,925,294 | 8,120,860 | | | | 168,403 | 9,301,942 | | 22,516,499 | 168,403 | ||||||||||||||||||||||||||||||
Gaming & Leisure |
| | | | | | | | | (2) | | |||||||||||||||||||||||||||||
Healthcare |
3,429,600 | | | | | (1,860,000 | ) | | | 1,569,600 | (1,860,000 | ) | ||||||||||||||||||||||||||||
Housing |
1,239,193 | | | | | (97,928 | ) | | | 1,141,265 | (97,928 | ) | ||||||||||||||||||||||||||||
Real Estate |
3 | | | | | (2,672,943 | ) | 2,672,945 | | 5 | (2) | (2,672,944 | ) | |||||||||||||||||||||||||||
Real Estate Investment Trust |
294,021,630 | | | | | (43,480,182 | ) | 491,992,249 | (580,627,830 | ) | 161,905,867 | (43,480,182 | ) | |||||||||||||||||||||||||||
Telecommunications |
12,325,733 | | | | | 1,845,001 | 19,263,826 | | 33,434,560 | 1,845,001 | ||||||||||||||||||||||||||||||
Warrants |
||||||||||||||||||||||||||||||||||||||||
Equity Contracts |
| | | | | | | | | (2) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total |
$ | 347,583,211 | $ | 8,426,021 | $ | (9,423,496 | ) | $ | 107,582 | $ | 262,901 | $ | (57,750,662 | ) | $ | 547,632,145 | $ | (593,201,726 | ) | $ | 243,635,976 | $ | (54,634,296 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Includes any applicable borrowings and/or paydowns made on revolving credit facilities held in the Funds Investment Portfolio. |
(2) | This category includes securities with a value of zero. |
Annual Report | 19 |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
The following is a summary of significant unobservable inputs used in the fair valuation of assets and liabilities categorized within Level 3 of the fair value hierarchy:
Category | Market Value at 12/31/2015 |
Valuation Technique | Unobservable Inputs | Input Value(s) | ||||||
Real Estate Investment Trust |
$ | 161,905,867 | Third-Party Valuations | Capitalization Rates | 6% - 9.5% | |||||
Net Asset Value | N/A | N/A | ||||||||
Common Stock |
60,634,033 | Third-Party Pricing Vendor | N/A | N/A | ||||||
Multiples Analysis | Price/MHz-PoP | $0.13 - $0.50 | ||||||||
Multiple of EBITDA | 6.3x | |||||||||
Liquidity Discount | 25% | |||||||||
Net Asset Value | N/A | N/A | ||||||||
Bank Loans |
18,385,211 | Third-Party Pricing Vendor | N/A | N/A | ||||||
Discounted Cash Flow | Spread Adjustment | 0.0% - 0.2% | ||||||||
Adjusted Appraisal | Liquidity Discount | 10% | ||||||||
Limited Partnership Units |
2,710,865 | Recovery Analysis | Scenario Probabilities | Various | ||||||
Discounted Cash Flow | Discount Rate | 19% | ||||||||
|
|
|||||||||
Total |
$ | 243,635,976 |
20 | Annual Report |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Annual Report | 21 |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
22 | Annual Report |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
For the year ended December 31, 2015, the Fund had capital loss carryovers as indicated below. The capital loss carryovers are available to offset future realized capital gains to the extent provided in the Code and regulations promulgated thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.
2017 | 2018 | No Expiration Short-Term(1) |
No Expiration Long-Term(1) |
Total | ||||||||||||||
$ | 34,052,711 | $ | 43,701,044 | (2) | $ | | $ | 5,287,571 | (2) | $ | 83,01,326 |
(1) | On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the Modernization Act) was signed into law. The Modernization Act modifies several of the Federal income and excise tax provisions related to RICs. Under the Modernization Act, new capital losses may now be carried forward indefinitely, and retain the character of the original loss as compared with pre-enactment law where capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss. |
(2) | The Funds ability to utilize the capital loss carryforward may be limited. |
Annual Report | 23 |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
24 | Annual Report |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Annual Report | 25 |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
26 | Annual Report |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Annual Report | 27 |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Note 11. Affiliated Issuers
Under Section 2 (a)(3) of the Investment Company Act of 1940, as amended, a portfolio company is defined as affiliated if a fund owns five percent or more of its outstanding voting securities. The Fund held at least five percent of the outstanding voting securities of the following companies during the year ended December 31, 2015:
Market Value | ||||||||||||||||||||||||||||
Issuer | Shares
at December 31, 2014 |
Shares
at December 31, 2015 |
December 31, 2014 |
December 31, 2015 |
Affiliated Income |
Purchases | Sales | |||||||||||||||||||||
Allenby (Common Stocks) |
250,912 | 436,635 | $ | | $ | | $ | | $ | 185,723 | $ | | ||||||||||||||||
Claymore (Common Stocks) |
2,393,814 | 4,881,036 | 3 | 5 | | 2,487,222 | | |||||||||||||||||||||
Endurance Business Media, Inc. (U.S. Senior Loans) |
6,480 | 2,578,841 | | | | | 7,302 | |||||||||||||||||||||
Freedom REIT (Common Stocks)(1) |
15,006,336 | 25,255,573 | 278,967,787 | 63,896,601 | 83,482,618 | 84,854,012 | | |||||||||||||||||||||
Genesys Ventures IA, LP (Common Stocks) |
24,000,000 | 24,000,000 | 3,429,600 | 1,569,600 | | | | |||||||||||||||||||||
LLV Holdco, LLC (U.S. Senior Loans & Common Stocks) |
8,318,071 | 8,746,211 | 4,596,592 | 4,170,887 | | 428,139 | | |||||||||||||||||||||
NexPoint Real Estate Capital, REIT (Common Stocks)(1) |
1,457,100 | 8,271,300 | 15,051,843 | 97,833,766 | 211,235 | | | |||||||||||||||||||||
NexPoint Residential Trust, Inc., REIT(2) |
200,000 | | 2,000 | | | 332,054,224 | 332,054,224 | |||||||||||||||||||||
TerreStar Corp. (U.S. Senior Loans & Common Stocks) |
6,637,581 | 14,040,695 | 18,963,271 | 47,308,663 | | 50,471,809 | 23,720,353 | |||||||||||||||||||||
Specialty Finance, Inc. (Common Stocks) |
4,762,223 | 13,388,945 | 4,630,310 | 14,188,265 | | 8,690,000 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
63,032,517 | 101,599,236 | $ | 325,641,406 | $ | 228,967,787 | $ | 83,693,853 | $ | 479,171,129 | $ | 355,781,879 | |||||||||||||||||
|
|
|
|
|
|
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|
|
|
|
|
|
|
(1) | Managed by the same Investment Adviser as the Fund. |
(2) | No longer an affiliate as of December 31, 2015. |
28 | Annual Report |
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
In April 2015, FASB issued ASU No. 2015-03 regarding InterestImputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-03 will simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments.
In May 2015, FASB issued ASU No. 2015-07 regarding Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share. The amendments in this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-07 will eliminate the requirement to categorize investments in the fair value hierarchy if their fair value is measured at NAV per share (or its equivalent) using the practical expedient in the FASBs fair value measurement guidance.
At this time, the implications of each of the above ASUs and their impact on the financial statement disclosures have not yet been determined.
Note 15. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued.
On February 19, 2016, the Board approved an amendment to the Funds dividend reinvestment plan (the Plan) which the Fund anticipates will be in effect for the Funds March distribution. More information on the amended Plan can be found in the Additional Information section of this report.
Annual Report | 29 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of NexPoint Credit Strategies Fund:
In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations, of changes in net assets, of cash flows and the financial highlights present fairly, in all material respects, the financial position of NexPoint Credit Strategies Fund (the Fund) at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, its cash flows for the year then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Dallas, Texas
February 26, 2016
30 | Annual Report |
ADDITIONAL INFORMATION (unaudited)
December 31, 2015 | NexPoint Credit Strategies Fund |
Annual Report | 31 |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
32 | Annual Report |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Annual Report | 33 |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
34 | Annual Report |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
charged by the Investment Adviser with fee rates charged by other unaffiliated investment advisers to their clients. The Trustees concluded that the fee structure is reasonable, and appropriately should result in a sharing of economies of scale in view of the information provided by the Investment Adviser. The Board determined to continue to review ways, and the extent to which, economies of scale might be shared between the Investment Adviser on the one hand and shareholders of the Fund on the other. The Board of Trustees also requested that the Investment Adviser consider ways in which economies of scale can be shared with Fund shareholders.
Conclusion Following a further discussion of the factors above and the merits of the Advisory Agreement and its various provisions, it was noted that in considering the approval of the Advisory Agreement, no single factor was determinative to the decision of the Board of Trustees. Rather, after weighing all of the factors and reasons discussed above, the Trustees, including the Independent Trustees, unanimously agreed that the Advisory Agreement, including the advisory fees to be paid to the Investment Adviser is fair and reasonable to the Fund in light of the services that the Investment Adviser provides, the expenses that it incurs and the reasonably foreseeable asset levels of the Fund.
Submission of Proposals to a Vote of Shareholders
The annual meeting of shareholders of the Fund was held on June 5, 2015. The following is a summary of the proposals submitted to shareholders for vote at the meeting and votes cast.
Proposal | Votes For | Votes Withheld |
||||||
To elect Terrence O. Jones as Class III Trustee of the Fund, to serve for a three-year term expiring at the 2018 Annual Meeting |
46,379,809 | 6,099,680 | ||||||
To elect John Honis as Class III Trustee of the Fund, to serve for a three-year term expiring at the 2018 Annual Meeting |
46,347,595 | 6,131,896 |
In addition to the two Trustees who were elected at the annual meeting, as noted above, the following other Trustees continued in office after the Funds annual meeting: Timothy K. Hui, Dr. Bob Froehlich, Bryan A. Ward and Ethan Powell.
Annual Report | 35 |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Management of the Trust
Name, Date of Birth and Address1 |
Position(s) held with the Trust |
Term
of Office and Length of Time Served2 |
Principal During the |
Number
of Portfolios in the Fund Complex3 Overseen by Trustee |
Other Directorships/ Trusteeships Held During the Past Five Years |
Experience, Qualifications, Attributes, Skills | ||||||
Independent Trustees4 | ||||||||||||
Timothy K. Hui (6/13/1948) |
Trustee | 3 year term (expiring at 2017 annual meeting). Trustee since inception in May 2006. |
Dean of Educational Resources since July 2012 and from July 2006 to January 2008, Vice President from February 2008 to June 2012, and Assistant Provost for Graduate Education from July 2004 to June 2006 at Cairn University. | 17 | None | Significant experience on this and/or other boards of directors/ trustees; administrative and managerial experience; legal training and practice. | ||||||
Dr. Bob Froehlich (4/28/1953) |
Trustee | 3 year term (expiring at 2017 annual meeting). Trustee since December 2013. |
Executive Vice President and Chief Investment Strategist, The Hartford Mutual Funds from 2009 until retirement in 2012; Vice Chairman of Deutsche Asset Management from 2002 to 2009. | 17 | Trustee of ARC Realty Finance Trust, Inc.; Director of KC Concessions, Inc.; Trustee of Realty Capital Income Funds Trust; Director of American Realty Capital Healthcare Trust II; Director, American Realty Capital Daily Net Asset Value Trust, Inc.; Director of American Sports Enterprise, Inc.; Director of Davidson Investment Advisors; Chairman and owner, Kane County Cougars Baseball Club; Advisory Board of Directors, Internet Connectivity Group, Inc.; Director of AR Capital Acquisition Corp.; Director of The Midwest League of Professional Baseball Clubs, Inc.; Director of Ozzies Outreach Foundation, Inc. |
Significant experiences in the financial industry; significant managerial and executive experience; significant experience on other boards of directors, including as a member of several audit committees. |
36 | Annual Report |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Management of the Trust
Name, Date of Birth and Address1 |
Position(s) held with the Trust |
Term
of Office and Length of Time Served2 |
Principal During the |
Number
of Portfolios in the Fund Complex3 Overseen by Trustee |
Other Directorships/ Trusteeships Held During the Past Five Years |
Experience, Qualifications, Attributes, Skills | ||||||
Independent Trustees4 | ||||||||||||
John Honis5 (6/16/1958) |
Trustee | 3 year term (expiring at 2018 annual meeting) for the Trust. Trustee since July 2013. |
President of Rand Advisors, LLC since August 2013; Partner of Highland Capital Management, L.P. (HCM) from February 2007 until his resignation in November 2014. | 17 | None. | Significant experience in the financial industry; significant managerial and executive experience, including experience as president, chief executive officer or chief restructuring officer of five telecommunication firms; experience on another board of directors. | ||||||
Bryan A. Ward (2/4/1955) |
Trustee | 3 year term (expiring at 2016 annual meeting). Trustee since inception in May 2006. |
Private Investor; Senior Manager, Accenture, LLP (a consulting firm) from 2002 until retirement in 2014. | 17 | Director of Equity Metrix, LLC. |
Significant experience on this and/or other boards of directors/ trustees; significant managerial and executive experience; significant experience as a management consultant. |
Annual Report | 37 |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Management of the Trust
Name, Date of Birth and Address1 |
Position(s) held with the Trust |
Term
of Office and Length of Time Served2 |
Principal During the |
Number
of Portfolios in the Fund Complex3 Overseen by Trustee |
Other Directorships/ Trusteeships Held During the Past Five Years |
Experience, Qualifications, Attributes, Skills | ||||||
Interested Trustee | ||||||||||||
Ethan Powell6 (6/20/1975) |
Trustee; Chairman of the Board | 3 year term (expiring at 2016 annual meeting) for the Trust. Trustee since December 2013. Chairman of the Board since December 2013. Executive Vice President from June 2012 until December 2015. Secretary from November 2010 until May 2015. |
Trustee of the Highland Fund Complex from June 2012 until July 2013 and since December 2013; Chief Product Strategist of Highland Capital Management Fund Advisors, L.P. (HCMFA) from 2012 until December 2015; Senior Retail Fund Analyst of HCM from 2007 until December 2015 and HCMFA from its inception until December 2015; Secretary of NexPoint Credit Strategies Fund (NHF) from November 2010 until June 2012; President and Principal Executive Officer of NHF from June 2012 until May 2015; Secretary of NHF from May 2015 until December 2015; Executive Vice President and Principal Executive Officer of Highland Funds I and Highland Funds II from June 2012 until December 2015; and Secretary of Highland Funds I and Highland Funds II from November 2010 to May 2015. President of Impact Shares Corporation from January 1, 2016 to present. | 17 | None | Significant experience in the financial industry; significant executive experience including past service as an officer of funds in the Fund Complex; significant administrative and managerial experience. |
38 | Annual Report |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Management of the Trust
1 | The address for each Trustee is c/o NexPoint Advisors, L.P., 200 Crescent Court, Suite 700, Dallas, Texas 75201. |
2 | On an annual basis, as a matter of Board policy, the Governance Committee reviews each Trustees performance and determines whether to extend each such Trustees service for another year. Effective June 2013, the Board adopted a retirement policy wherein the Governance Committee shall not recommend the continued service as a Trustee of a Board member who is older than 80 years of age at the time the Governance Committee reports its findings to the Board. |
3 | The Fund Complex consists of the Trust, each series of Highland Funds I (HFI), each series of Highland Funds II (HFII) and NexPoint Capital, Inc., a closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act. |
4 | Independent Trustees are those who are not interested persons as that term is defined under Section 2(a)(19) of the Investment Company Act. |
5 | Since May 1, 2015, Mr. Honis has been treated as an Independent Trustee of the Funds. Prior to that date, Mr. Honis was treated as an Interested Trustee because he was a partner of an investment adviser affiliated with the Investment Adviser until his resignation in November 2014. As of December 31, 2015, Mr. Honis was entitled to receive aggregate severance and/or deferred compensation payments of approximately $2.4 million from another affiliate of the Investment Adviser. Mr. Honis also serves as a director for a portfolio company affiliated with the Investment Adviser. During the Trusts last two fiscal years, Mr. Honis aggregate compensation from this portfolio company for his service as a director was approximately $50,000. In addition, Mr. Honis serves as a trustee of a trust that owns substantially all of the economic interest in an investment adviser affiliated with the Investment Adviser. Mr. Honis indirectly receives an asset-based fee in respect of such interest, which is projected to range from $100,000-$150,000 annually. In light of these relationships between Mr. Honis and affiliates of the Investment Adviser, it is possible that the SEC might in the future determine Mr. Honis to be an interested person of the Trust. |
6 | Effective December 4, 2015, Mr. Powell resigned from his positions with certain affiliates of the Investment Adviser. As of December 15, 2015, all financial payments owed to Mr. Powell from such parties had been paid in full. Although the Trust believes that Mr. Powell is technically no longer an interested person of the Trust, in light of his previous employment, it is possible that the SEC might in the future determine Mr. Powell to be an interested person of the Trust. Therefore, the Trust intends to treat Mr. Powell as an Interested Trustee of the Trust for all purposes other than compensation (Mr. Powell will be compensated at the same rate as the Independent Trustees) from December 16, 2015 until December 4, 2017 (the second anniversary of his resignation). |
Annual Report | 39 |
ADDITIONAL INFORMATION (unaudited) (continued)
December 31, 2015 | NexPoint Credit Strategies Fund |
Management of the Trust
Name, Date of Birth and |
Position(s) held with the Trust |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past Five Years | |||
Officers | ||||||
James Dondero (6/29/62) |
President, Principal Executive Officer | Indefinite Term; President since May 2015 | President of Highland Capital Management, L.P., which he co-founded in 1993; Portfolio Manager of NHF, Portfolio Manager of Highland Energy MLP Fund, Highland Global Allocation Fund, Highland Small-Cap Equity Fund and Highland Premier Growth Equity Fund(all series of HFII); and Portfolio Manager of Highland Opportunistic Credit Fund (series of Highland Funds I (HFI)) | |||
Brian Mitts (8/26/1970) |
Executive Vice President, Principal Accounting Officer and Principal Financial Officer | Executive Vice President since December 2015; Indefinite Term; Principal Accounting Officer and Principal Financial Officer since May 2015; Treasurer from November 2010 until May 2015 | Chairman of the Board, Chief Financial Officer, Executive Vice President and Treasurer of NexPoint Residential Trust, Inc. since 2014; Principal Financial Officer and Principal Accounting Officer of NHF since November 2010; Executive Vice President, Principal Financial Officer and Principal Accounting Officer of NHF since May 2015; Treasurer of NHF from November 2010 until May 2015; Chief Financial Officer of NexPoint Capital, Inc. from August 2014 until May 2015; Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of NexPoint Capital, Inc. since May 2015; Chief Financial Officer and Financial and Operations Principal of Highland Capital Funds Distributor, Inc. since November 2013; Chief Operations Officer of HCMFA since 2012; Secretary of NexPoint Advisors, L.P. from August 2012 until May 2015; Executive Vice President of NexPoint Advisors, L.P. since May 2015; Senior Retail Fund Analyst of HCM since 2007 and HCMFA since its inception; Secretary, Principal Financial Officer and Principal Accounting Officer of Highland Funds I and Highland Funds II since May 2015; Principal Financial Officer and Principal Accounting Officer of Highland Funds I since November 2010 and of Highland Funds II since February 2011; Treasurer of Highland Funds I from November 2010 until May 2015 and of Highland Funds II from February 2011 until May 2015 and Financial and Operations Principal of NexBank Securities, Inc. since 2014. | |||
Frank Waterhouse (4/14/1971) |
Treasurer | Indefinite Term; Treasurer since May 2015 | Assistant Treasurer of Acis Capital Management, L.P. from December 2011 until February 2012; Treasurer of Acis Capital Management, L.P. since February 2012; Assistant Treasurer of HCM from November 2011 until April 2012; Treasurer of HCM since April 2012; Assistant Treasurer of HCMFA from December 2011 until October 2012; Treasurer of HCMFA since October 2012; Treasurer of NexPoint Advisors, L.P. since March 2012 and Treasurer of NexPoint Capital, Inc., NHF, Highland Funds I, Highland Funds II, and NexPoint Real Estate Advisors, L.P. since May 2015. | |||
Dustin Norris (1/6/1984) |
Secretary | Indefinite Term; Secretary since December 2015 | Director of Product Strategy at HCMFA since May 2014; Assistant Treasurer of NHF, Highland Funds I and Highland Funds II since November 2012; Secretary of NexPoint Capital, Inc. since 2014; Senior Accounting Manager at HCMFA from August 2012 to May 2014; and Fund Accountant at HCM from June 2010 to August 2012. |
1 | The address for each officer is c/o NexPoint Advisors, L.P., 200 Crescent Court, Suite 700, Dallas, Texas 75201. |
40 | Annual Report |
6201 15th Avenue
Brooklyn, NY 11219
NexPoint Credit Strategies Fund | Annual Report, December 31, 2015 |
www.nexpointadvisors.com | NHF-AR-1215 |
Item 2. Code of Ethics.
(a) | NexPoint Credit Strategies Fund (the Registrant), as of the end of the period covered by this report, has adopted a code of ethics that applies to the Registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party. |
(b) | Not applicable. |
(c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the Registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, and that relates to any element of the code of ethics description. |
(d) | The Registrant has not granted any waiver, including any implicit waiver, from a provision of the code of ethics that applies to the Registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Items instructions. |
(e) | Not applicable. |
(f) | The Registrants code of ethics that applies to the Registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed herewith as Exhibit (a)(1). |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the Registrants Board of Trustees (the Board) has determined that Bryan A. Ward, a member of the Audit Committee of the Board (the Audit Committee), is an audit committee financial expert as defined by the Securities and Exchange Commission (the SEC) in Item 3 of Form N-CSR. Mr. Ward is independent as defined by the SEC for purposes of this Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
(a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $266,000 for the fiscal year ended December 31, 2014 and $275,000 for the fiscal year ended December 31, 2015. |
Audit-Related Fees
(b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrants financial statements and are not reported under paragraph (a) of this Item are $8,500 for the fiscal year ended December 31, 2014 and $8,500 for the fiscal year ended December 31, 2015. The nature of the services related to agreed-upon procedures, performed on the Registrants semi-annual financial statements. |
Tax Fees
(c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $10,400 for the fiscal year ended December 31, 2014 and $10,820 for the fiscal year ended December 31, 2015. The nature of the services related to assistance on the Registrants tax returns and excise tax calculations. |
All Other Fees
(d) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for the fiscal year ended December 31, 2014 and $0 for the fiscal year ended December 31, 2015. |
(e)(1) | Disclose the Audit Committees pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X: |
The Audit Committee shall:
(a) have direct responsibility for the appointment, compensation, retention and oversight of the Registrants independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors; and
(b) review and pre-approve (including associated fees) all audit and other services to be provided by the independent auditors to the Registrant and all non-audit services to be provided by the independent auditors to the Registrants investment adviser or any entity controlling, controlled by or under common control with the investment adviser (an Adviser Affiliate) that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant; and
(c) establish, to the extent permitted by law and deemed appropriate by the Audit Committee, detailed pre-approval policies and procedures for such services; and
(d) review and consider whether the independent auditors provision of any non-audit services to the Registrant, the Registrants investment adviser or an Adviser Affiliate not pre-approved by the Audit Committee are compatible with maintaining the independence of the independent auditors.
(e)(2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: |
(b) 100%
(c) 100%
(d) N/A
(f) | The percentage of hours expended on the principal accountants engagement to audit the Registrants financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full-time, permanent employees was less than fifty percent. |
(g) | The aggregate non-audit fees billed by the Registrants principal accountant for services rendered to the Registrant, and rendered to the Registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and an Adviser Affiliate that provides ongoing services to the Registrant for each of the last two fiscal years of the Registrant was $455,500 for the fiscal year ended December 31, 2014 and $412,000 for the fiscal year ended December 31, 2015. |
(h) | The Registrants Audit Committee has considered whether the provision of non-audit services that were rendered to the Registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and an Adviser Affiliate that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountants independence. |
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. It is composed of the following Trustees, each of whom is not an interested person as defined in the 1940 Act:
Dr. Bob Froehlich
Timothy K. Hui
Bryan A. Ward
Item 6. Investments.
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the Report to Shareholders filed under Item 1 of this form. |
(b) | Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
NEXPOINT ADVISORS, L.P.
PROXY VOTING POLICY
General Principals
This Policy applies to securities held in Client accounts (including registered investment companies and other pooled investment vehicles) as to which the Company has voting authority, directly or indirectly. Indirect voting authority exists where the Companys voting authority is implied by a general delegation of investment authority without reservation of proxy voting authority.
The Company shall vote proxies in respect of securities owned by or on behalf of a Client in the Clients best economic interests and without regard to the interests of the Company or any other Client of the Company.
Voting Procedures
Monitoring
A member of the settlement group (the settlement designee) of the Company shall have responsibility for monitoring portfolios managed by the Company for securities subject to a proxy vote. Upon the receipt of a proxy notice related to a security held in a portfolio managed by the Company, the settlement designee shall forward all relevant information to the Portfolio Manager(s) with responsibility for the security. The Portfolio Manager(s) may consult a member of the settlement group as necessary.
Voting
Upon receipt of notice from the settlement designee, the Portfolio Manager(s) of the fund(s) in which the security subject to a proxy vote shall evaluate the subject matter of the proxy and cause the proxy to be voted on behalf of the Client in accordance with the Guidelines set forth below.
Guidelines
In determining how to vote a particular proxy, the Portfolio Manager(s) shall consider, among other things, the interests of each Client account as it relates to the subject matter of the proxy, any potential conflict of interest the Company may have in voting the proxy on behalf of the Client and the procedures set forth in this Policy. This Policy is designed to be implemented in a manner reasonably expected to ensure that voting rights are exercised in the best interests of the Companys clients. Each proxy is voted on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances. In general, the Company reviews and considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. Portfolio manager(s) may vote proxies as recommended by the security issuers management on routine matters related to the operation of the issuer and on matters not expected to have a significant impact on the issuer and/or its shareholders, because the Company believes that recommendations by the issuer are generally in shareholders best interests, and therefore in the best economic interest of the Companys clients.
Conflicts of Interest
If the Portfolio Manager(s) determine that the Company may have a potential material conflict of interest (as defined in Section 3 of this Policy) in voting a particular proxy, the Portfolio Manager(s) shall contact the Companys compliance department prior to causing the proxy to be voted.
For a security held by an investment company, the Company shall disclose the conflict and its reasoning for voting as it did to the Retail Funds Board of Trustees at the next regularly scheduled quarterly meeting. In voting proxies for securities held by an investment company, the Company may consider only the interests of the Fund. It is the responsibility of the compliance department to document the basis for the decision and furnish the documentation to the Board of Trustees. The Company may resolve the conflict of interest by following the proxy voting recommendation of a disinterested third party (such as ISS, Glass Lewis, or another institutional proxy research firm).
Non-Votes
The Company may determine not to vote proxies in respect of securities of any issuer if it determines it would be in its Clients overall best interests not to vote. Such determination may apply in respect of all Client holdings of the securities or only certain specified Clients, as the Company deems appropriate under the circumstances. As examples, the Portfolio Manager(s) may determine: (a) not to recall securities on loan if, in its judgment, the matters being voted upon are not material events affecting the securities and the negative consequences to Clients of disrupting the securities lending program would outweigh the benefits of voting in the particular instance or (b) not to vote certain foreign securities positions if, in its judgment, the expense and administrative inconvenience outweighs the benefits to Clients of voting the securities.
Recordkeeping
Following the submission of a proxy vote, the applicable Portfolio Manager(s) shall submit a report of the vote to a settlement designee of the Company. Records of proxy votes by the Company shall be maintained in accordance with the Recordkeeping section of this Policy.
Material Conflicts of Interest
Voting the securities of an issuer where the following relationships or circumstances exist are deemed to give rise to a material conflict of interest for purposes of this Policy:
(i) | The issuer is a Client of the Company, or of an affiliate, accounting for more than 5% of the Companys or affiliates annual revenues. |
(ii) | The issuer is an entity that reasonably could be expected to pay the Company or its affiliates more than $1 million through the end of the Companys next two full fiscal years. |
(iii) | The issuer is an entity in which a Covered Person (as defined in the Companys Policies and Procedures Designed to Detect and Prevent Insider Trading and to Comply with Rule 17j-1 of the Investment Company Act of 1940, as amended (the Code of Ethics)) has a beneficial interest contrary to the position held by the Company on behalf of Clients. |
(iv) | The issuer is an entity in which an officer or partner of the Company or a relative of any such person is or was an officer, director or employee, or such person or relative otherwise has received more than $150,000 in fees, compensation and other payment from the issuer during the Companys last three fiscal years; provided, however, that the Compliance Department may deem such a relationship not to be a material conflict of interest if the Company representative serves as an officer or director of the issuer at the direction of the Company for purposes of seeking control over the issuer. |
(v) | The matter under consideration could reasonably be expected to result in a material financial benefit to the Company or its affiliates through the end of the Companys next two full fiscal years (for example, a vote to increase an investment advisory fee for a Fund advised by the Company or an affiliate). |
(vi) | Another Client or prospective Client of the Company, directly or indirectly, conditions future engagement of the Company on voting proxies in respect of any Clients securities on a particular matter in a particular way. |
(vii) | The Company holds various classes and types of equity and debt securities of the same issuer contemporaneously in different Client portfolios. |
(viii) | Any other circumstance where the Companys duty to serve its Clients interests, typically referred to as its duty of loyalty, could be compromised. |
Notwithstanding the foregoing, a conflict of interest described in Section 3.1 shall not be considered material for the purposes of this Policy in respect of a specific vote or circumstance if:
(i) | The securities in respect of which the Company has the power to vote account for less than 1% of the issuers outstanding voting securities, but only if: (i) such securities do not represent one of the 10 largest holdings of such issuers outstanding voting securities and (ii) such securities do not represent more than 2% of the Clients holdings with the Company. |
(ii) | The matter to be voted on relates to a restructuring of the terms of existing securities or the issuance of new securities or a similar matter arising out of the holding of securities, other than common equity, in the context of a bankruptcy or threatened bankruptcy of the issuer. |
Recordkeeping
The Company shall retain records relating to the voting of proxies, including:
(i) | Copies of this Policy and any amendments thereto; |
(ii) | A copy of each proxy statement that the Company receives regarding Client securities. |
(iii) | Records of each vote cast by the Company on behalf of Clients. |
(iv) | A copy of any documents created by the Company that were material to making a decision how to vote or that memorializes the basis for that decision. |
(v) | A copy of each written request for information on how the Company voted proxies on behalf of the Client, and a copy of any written response by the Company to any (oral or written) request for information on how the Company voted. |
These records shall be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the Companys fiscal year during which the last entry was made in the records, the first two years in an appropriate office of the Company.
The Company may rely on proxy statements filed on the SECs EDGAR system or on proxy statements and records of votes cast by the Company maintained by a third party, such as a proxy voting service (provided the Company had obtained an undertaking from the third party to provide a copy of the proxy statement or record promptly on request).
Records relating to the voting of proxies for securities held by investment company clients will be reported periodically, as requested, to the investment companys Board of Trustees and, to the SEC on an annual basis pursuant to Form N-PX.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) | Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members |
The Registrants portfolio manager, who is primarily responsible for the day-to-day management of the Registrants portfolio, is James Dondero.
James Dondero Mr. Dondero has over 25 years of experience in the credit markets. In addition to his role at NexPoint Advisors, L.P., Mr. Dondero is the President of Highland Capital Management, L.P. (HCM), which he co-founded in 1993. Prior to founding HCM, Mr. Dondero served as Chief Investment Officer of Protective Lifes GIC subsidiary and helped grow the business from concept to over $2 billion between 1989 and 1993. His portfolio management experience includes mortgage-backed securities, investment grade corporates, leveraged bank loans, high-yield bonds, emerging market debt, derivatives, and equity securities. He received a BS in Commerce (Accounting and Finance) from the University of Virginia. Mr. Dondero is a Certified Public Accountant, a Certified Management Accountant, and has earned the right to use the Chartered Financial Analyst designation.
(a)(2) | Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest |
Other Accounts Managed by Portfolio Manager(s) or Management Team Member
The following table provides information about funds and accounts, other than the Registrant, for which the Registrants portfolio manager is primarily responsible for the day-to-day portfolio management as of December 31, 2015.
James Dondero
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed with Performance-Based Advisory Fee
|
Total Assets with Performance-Based Advisory Fee (millions)
| ||||
Registered Investment Companies: | 5 | $1,186 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 0 | $0 | 0 | $0 | ||||
Other Accounts: | 0 | $0 | 0 | $0 |
Potential Conflicts of Interests
NexPoint Advisors, L.P. (NexPoint or the Adviser) and/or its general partner, limited partners, officers, affiliates and employees provide investment advice to other parties and manage other accounts and private investment vehicles similar to the Registrant. In connection with such other investment management activities, the Adviser and/or its general partner, limited partners, officers, affiliates and employees may decide to invest the funds of one or more other accounts or recommend the investment of funds by other parties, rather than the Registrants monies, in a particular security or strategy. In addition, the Adviser and such other persons will determine the allocation of funds from the Registrant and such other accounts to investment strategies and techniques on whatever basis they consider appropriate or desirable in their sole and absolute discretion.
The Adviser has built a professional working environment, a firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. The 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, the Adviser furnishes advisory services to numerous clients in addition to the Registrant, and the Adviser may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts that are hedge funds or have performance or higher fees paid to the Adviser or in which portfolio managers have a personal interest in the receipt of such fees) that may be the same as or different from those made to the Registrant. In addition, the Adviser, its affiliates and any of their partners, directors, officers, stockholders or employees may or may not have an interest in the securities whose purchase and sale the Adviser recommends to the Registrant. Actions with respect to securities of the same kind may be the same as or different from the action that the Adviser, or any of its affiliates, or any of their partners, directors, officers, stockholders or employees or any member of their families may take with respect to the same securities. Moreover, the Adviser may refrain from rendering any advice or services concerning securities of companies of which any of the Advisers (or its affiliates) partners, directors, officers or employees are directors or officers, or companies as to which the Adviser or any of its affiliates or partners, directors, officers and employees of any of them has any substantial economic interest or possesses material non-public information. In addition to its various policies and procedures designed to address these issues, the Adviser includes disclosure regarding these matters to its clients in both its Form ADV and investment advisory agreements.
The Adviser, its affiliates or their partners, directors, officers and employees similarly serve or may serve other entities that operate in the same or related lines of business or of investment funds managed by affiliates of the Adviser. Accordingly, these individuals may have obligations to investors in those entities or funds or to other clients, the fulfillment of which might not be in the best interests of the Registrant. As a result, the Adviser will face conflicts in the allocation of investment opportunities to the
Fund and other funds and clients. In order to enable such affiliates to fulfill their fiduciary duties to each of the clients for which they have responsibility, the Adviser will endeavor to allocate investment opportunities in a fair and equitable manner which may, subject to applicable regulatory constraints, involve pro rata co-investment by the Registrant and such other clients or may involve a rotation of opportunities among the Registrant and such other clients.
The Adviser and its affiliates have both subjective and objective procedures and policies in place designed to manage potential conflicts of interest involving clients so that, for example, investment opportunities are allocated in a fair and equitable manner among the Registrant and such other clients. An investment opportunity that is suitable for multiple clients of the Adviser and its affiliates may not be capable of being shared among some or all of such clients due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. There can be no assurance that the Advisers or its affiliates efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to the Registrant. Not all conflicts of interest can be expected to be resolved in favor of the Registrant.
(a)(3) | Compensation Structure of Portfolio Manager(s) or Management Team Members |
NexPoints financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors, including the relative performance of a portfolio managers underlying account, the combined performance of the portfolio managers underlying accounts, and the relative performance of the portfolio managers underlying accounts measured against other employees. The principal components of compensation include a base salary, a discretionary bonus, various retirement benefits and one or more of the incentive compensation programs established by NexPoint, such as its Short-Term Incentive Plan and its Long-Term Incentive Plan, described below.
Base compensation. Generally, portfolio managers receive base compensation based on their seniority and/or their position with NexPoint, which may include the amount of assets supervised and other management roles within NexPoint. Base compensation is determined by taking into account current industry norms and market data to ensure that NexPoint pays a competitive base compensation.
Discretionary compensation. In addition to base compensation, portfolio managers may receive discretionary compensation, which can be a substantial portion of total compensation. Discretionary compensation can include a discretionary cash bonus paid to recognize specific business contributions and to ensure that the total level of compensation is competitive with the market, as well as participation in incentive plans, including one or more of the following:
Short-Term Incentive Plan. The purpose of this plan is to attract and retain the highest quality employees for positions of substantial responsibility, and to provide additional incentives to a select group of management or highly-compensated employees of NexPoint in order to promote the success of NexPoint.
Long Term Incentive Plan. The purpose of this plan is to create positive morale and teamwork, to attract and retain key talent, and to encourage the achievement of common goals. This plan seeks to reward participating employees based on the increased value of NexPoint through the use of Long-Term Incentive Units.
Because each persons compensation is based on his or her individual performance, NexPoint does not have a typical percentage split among base salary, bonus and other compensation. Senior portfolio managers who perform additional management functions may receive additional compensation in these other capacities. Compensation is structured such that key professionals benefit from remaining with NexPoint.
(a)(4) | Disclosure of Securities Ownership |
The following table sets forth the dollar range of equity securities beneficially owned by the portfolio manager in the Registrant as of December 31, 2015.
Name of Portfolio Manager | Dollar Ranges of Equity Securities Beneficially Owned by Portfolio Manager |
|||
James Dondero
|
Over $1,000,000
|
(b) | Not applicable. |
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrants Board.
Item 11. Controls and Procedures.
(a) | The Registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrants 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 Registrants 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 Registrants second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 12. Exhibits.
(a)(1) | Code of ethics, or amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) | Not applicable. |
(b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEXPOINT CREDIT STRATEGIES FUND
By (Signature and Title): | /s/ Brian Mitts | |
Brian Mitts | ||
Executive Vice President, Principal Financial Officer | ||
and Principal Accounting Officer |
Date: March 4, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By (Signature and Title): | /s/ Brian Mitts | |
Brian Mitts | ||
Executive Vice President, Principal Financial Officer | ||
and Principal Accounting Officer |
Date: March 4, 2016
By (Signature and Title): | /s/ James Dondero | |
James Dondero | ||
President and Principal Executive Officer |
Date: March 4, 2016