SEC Form POS EX filed by Highland Opportunities and Income Fund
$HFRO
Finance/Investors Services
Finance
As filed with the Securities and Exchange Commission on January 2, 2025
Securities Act File
No. 333-219103
Investment Company Act File
No. 811-23268
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
| |
PRE-EFFECTIVE AMENDMENT NO. |
| |
POST-EFFECTIVE AMENDMENT NO. |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
| |
AMENDMENT NO. |
Exact Name of Registrant as Specified in Declaration of Trust
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
Registrant’s Telephone Number, including Area Code
c/o N
exPoint Asset Management, L.P.
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Jon-Luc
Dupuy, Esq. K&L Gates LLP
One Congress Street, Suite 2900
Boston, MA 02114-2023
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
Check box if this Form is a post-effective amendment to a registration statement filed pursuant |
to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become effective (check appropriate box)
when declared effective pursuant to Section 8(c) of the Securities Act |
If appropriate, check the following box:
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
Check each box that appropriately characterizes the Registrant:
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). |
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)). |
☐ |
If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form
N-2
(File Nos. 333-219103
and 811-23268)
of Highland Opportunities & Income Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing certain exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2
setting forth certain exhibits to the Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C. OTHER INFORMATION
Item 25. Financial Statements and Exhibits
| (1) | Exhibits |
| (a)(i) | Third Amended and Restated Agreement and Declaration of Trust dated July 26, 2019, filed herewith. |
| (a)(ii) |
| (a)(iii) |
| (a)(iv) |
| (a)(v) |
| (a)(vi) |
| (b) | Third Amended and Restated By-laws of the Registrant dated December 21, 2021, filed herewith. |
| (s)(iii) | Power of Attorney for Dorri McWhorter dated May 1, 2022, filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), the Registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas and the State of Texas, on the 2nd day of January, 2025.
| /s/ Frank Waterhouse |
| Frank Waterhouse |
| Principal Executive Officer, Principal |
| Financial Officer, Principal Accounting Officer, and Treasurer |
Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities set forth below on the 2nd day of January, 2025.
| Signature |
Title |
Date | ||
| /s/ Dr. Bob Froehlich* |
Trustee | January 2, 2025 | ||
| Dr. Bob Froehlich | ||||
| /s/ Ethan Powell* |
Trustee | January 2, 2025 | ||
| Ethan Powell | ||||
| /s/ Dorri McWhorter* |
Trustee | January 2, 2025 | ||
| Dorri McWhorter | ||||
| /s/ John Honis* |
Trustee | January 2, 2025 | ||
| John Honis | ||||
| /s/ Bryan A. Ward* |
Trustee | January 2, 2025 | ||
| Bryan A. Ward | ||||
| /s/ Frank Waterhouse |
Principal Executive Officer, Principal Financial Officer, | January 2, 2025 | ||
| Frank Waterhouse | Principal Accounting Officer, and Treasurer | |||
| * By: /s/ Frank Waterhouse
|
Frank Waterhouse Attorney in Fact* | |||||||
| January 2, 2025 |
| * | Pursuant to powers of attorney dated May 1, 2022, filed herewith, and June 13, 2019, incorporated herein by reference to Exhibit (s)(2) to the Registration Statement on Form N-2A, File No. 811-23268, filed on June 26, 2019. |