SEC Company Response from NEXPOINT FUNDS I (CIK 0001354917) — Jan 10, 2022
NEXPOINT FUNDS I (CIK 0001354917)
Date: Jan. 10, 2022 · CIK: 0001354917 · Accession: 0001193125-22-005827
AI Filing Summary & Sentiment
File numbers found in text: 333-132400, 811-21866
Letter
VIA EDGAR Securities and Exchange Commission 617-261-3146 jon-luc.dupuy@klgates.com Re: NexPoint Event Driven Fund File Nos. 333-132400; 811-21866
Dear Ms. Larkin:
On behalf of the NexPoint Event Driven Fund (formerly Highland Healthcare Opportunities Fund) (the “Fund”), a series of Highland Funds I (the “Trust”) we hereby transmit for filing with the U.S. Securities and Exchange Commission (the “SEC”) the Fund’s responses to the comments provided by you on behalf of the staff of the SEC (the “Staff”) on December 20, 2021 relating to the 485(a) filing of the Fund on November 17, 2021. We have discussed the Staff’s comments with representatives of the Fund. The Staff’s comments are described below and have been summarized to the best of our understanding.
These responses will be reflected, to the extent applicable, in the Fund’s Registration Statement pursuant to Rule 497(c) under the Securities Exchange Act of 1933, as amended. When a comment asks for revised disclosure or revisions are contemplated by the Fund’s response, the revised disclosure has been provided.
On behalf of the Fund, we respond to the specific comments of the Staff as follows:
1. The Staff reminds the Fund that the Fund is responsible for the accuracy and adequacy of its disclosure notwithstanding review by the Staff.
Response: The Fund confirms it understands this responsibility.
2. The Staff notes the Fund’s investment objective is to seek long-term capital appreciation. Please confirm the updated principal investment strategies continue to be designed to meet this objective. The Staff notes in particular certain discussion of income production in the strategies.
Response: The Fund confirms that the updates to the principal investment strategies are designed to continue to pursue the Fund’s objective of long-term capital appreciation. The Fund does not believe that having the ability to invest using certain income producing strategies prevents the Fund from pursuing its objective with respect to the Fund’s overall portfolio.
3. Please confirm the Annual Fund Operating Expenses fee table reflects any expenses relating to dividends paid on stocks sold short and master limited partnerships (“MLPs”) in light of the updates to the Fund’s strategies.
Response: Consistent with Instruction 3(d) to Item 3 of Form N-1A, the Fund will restate its annual fund operating expenses, and corresponding expense example figures, to reflect current fees and expenses based on the Fund’s repositioned strategy, as shown in Appendix A hereto.
4. In Footnote 4 to the Annual Fund Operating Expenses fee table, the termination date of the Expense Cap must be no less than 12 months from the effective date of the Registration Statement pursuant to Instruction 3(e) of Item 3 of Form N-1A. Please update the termination date or only disclose the Expense Cap in the section of the prospectus corresponding with Item 10 of Form N-1A.
Response: The Fund will update the termination date of the Expense Cap to a date at least 12 months from the effective date of the Registration Statement, as shown in Appendix A hereto.
5. With respect to the first paragraph of the Principal Investment Strategies:
a. Please rewrite to describe “recapitalizations” and “macroeconomic and industry catalysts” in Plain English.
b. Please specify what “other divestitures,” “other corporate events,” and “other special situations” are meant to cover or remove these broad terms.
Response: The Registrant will revise the noted disclosure as follows (additions bold and underlined and deletions struck):
Specific event catalysts include, but are not limited to: mergers, acquisitions, tender offers, asset sales or other divestitures, restructurings, spin-offs, refinancings, recapitalizations (the restructuring of a company’s debt and equity structure), reorganizations, or broader geopolitical, environmental or economic events that can impact specific industries or the economy as a whole. other corporate events, macroeconomic and industry catalysts, or other special situations.
c. Please confirm special purpose acquisition companies (“SPACs”) are a principal investment strategy of the Fund. If so, please make this disclosure more prominent by including it in the first paragraph of the strategies.
Response: The Fund confirms SPACs will be a principal investment strategy and will move the current SPAC disclosure under “Principal Investment Strategies” to the end of the first paragraph of that section.
6. The Staff notes the following sentence from the Principal Investment Strategies:
“The Fund may purchase the securities of companies that are involved in, or expected to be involved in, publicly announced mergers, takeovers and other corporate reorganizations, and use one or more arbitrage strategies in connection with the purchase.”
Supplementally, please explain what degree of involvement would qualify a company for investment under this disclosure. Please also supplementally explain what “expected to be involved” entails.
Response: Supplementally, the Fund notes there are many fact patterns that could imply a company may become a merger/acquisition participant prior to any formal announcement by such company. For example, a merger or acquisition could be rumored in the media, a company could be publicly approached by another company or an activist shareholder could be proposing that a company seek a sale, merger or acquisition opportunity. The level of involvement in such mergers, takeovers and other corporate reorganizations can vary depending on the facts of a particular transaction, but most often the Fund would expect to invest in companies that are directly parties to such transactions.
7. As the Fund is an open-end fund, the Staff would like to understand the liquidity nature of certain of the Fund’s proposed investments. In particular, it appears the Fund will principally invest in defaulted securities, obligations of distressed issuers, lower-rated tranches of collateralized loan obligations (“CLOs”), privately placed or otherwise restricted securities, leveraged loans, SPACs, hedge funds, private equity funds.
Given the liquidity profile of these investments, please explain how the Fund determined its investment strategy is appropriate for an open-end structure.
The response should include information concerning relevant factors from the adopting release for Rule 22e-4 under the Investment Company Act of 1940, as amended (the “1940 Act”) (Investment Company Liquidity Risk Management Programs; Investment Company Act Release No. 32315 October 13, 2016 (the “Liquidity Rule Release”)).
The response may also include general market data on the types of investments intended to be held by the Fund (see pages 154-155 of the Liquidity Rule Release).
Response: The Fund notes that it does not intend to invest in hedge funds or private equity funds and does not include disclosure of any such investments in the Registration Statement. The Fund does not intend to principally invest in leveraged loans, and all related disclosure will be removed from the prospectus and/or moved to the SAI.
Consistent with Rule 22e-4 and the Fund’s own non-fundamental investment restriction, the Fund may not acquire any illiquid securities if, as a result thereof, more than 15% of the Fund’s net assets would be in investments that are illiquid. While the Fund maintains the flexibility to principally invest in any of the security types discussed under “Principal Investment Strategies,” it does not intend to have substantial positions in every named security at all times. The Fund’s investment strategies are designed to flexibly provide investors with access to merger arbitrage and event-driven investment opportunities within an open-end fund structure that provides investors with daily liquidity.
As noted in the Registration Statement, the Trust has implemented a written liquidity risk management program (the “LRM Program”) and related procedures to manage the liquidity risk of the Fund in accordance with Rule 22e-4. As a part of the LRM Program, the board of trustees of the Fund has designated the Fund’s investment adviser (the “Adviser”) to serve as the administrator of the LRM Program and the related procedures. In this capacity, the Adviser is responsible for identifying illiquid investments and categorizing the relative liquidity of the Fund’s investments in accordance with Rule 22e-4. The Adviser assesses, manages, and periodically reviews the Fund’s liquidity risk based on a number of factors, including but not limited to, relevant market, trading and investment-specific considerations under the LRM Program and generally assesses the investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. The Adviser also considers short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions, holdings of cash and cash equivalents, and any other borrowing arrangements and funding sources.
8. Supplementally, please confirm how much the Fund intends to invest in private funds that would be investment companies, but for the exclusion from the definition of “investment company” in Section 3(c)(1) or 3(c)(7) of the 1940 Act. Please provide separate estimates for 3(c)(1) funds and 3(c)(7) funds.
Response: The Fund does not intend to principally invest in 3(c)(1) funds and 3(c)(7) funds for investment purposes. However, as noted under “Principal Investment Strategies,” the Fund may invest in one or more unaffiliated private funds that seek to comply with (but are not subject to) the credit quality and duration limits applicable to money market funds under applicable law for cash management purposes.
9. Please confirm whether the Fund will invest in contingent convertible securities (“CoCos”). If so, consider including appropriate disclosure relating to the extent the Fund will invest in CoCos and the characteristics thereof. In particular, if CoCos will be a principal type of investment, they should be included in the principal investment strategies and risks.
Response: The Fund confirms that although CoCos are not intended to be principal investment, and the Fund does not currently invest in CoCos, they are a permissible investment for the Fund. Accordingly, the Fund will add the below disclosure under “Additional Information About Risks.”
Contingent Convertible Securities Risk. Contingent convertible securities are fixed-income securities or preferred stocks that automatically convert into equity securities of the issuer or undergo a principal write-down by a pre-determined percentage upon the occurrence of certain events (a “Trigger Event”). For example, a Trigger Event may occur if the issuer’s bank regulatory capital ratio falls below a predetermined level. If a Trigger Event occurs, the Fund would be likely to lose some or all of its investment in the contingent convertible security. Contingent convertible securities may expose the Fund to stock market risk. The Fund treats contingent convertible securities as fixed-income securities for purposes of its investment policies and limitations, because they should perform like other fixed income securities unless a Trigger Event occurs.
10. The Staff notes the following sentence from the Principal Investment Strategies:
“The Fund may invest significantly in the common stock of and other interests (e.g., warrants) in special purpose acquisition companies or similar special purpose entities that pool funds to seek potential acquisition opportunities (collectively, “SPACs”).”
Supplementally, please explain what is meant by “similar special purpose entities.”
Response: Supplementally, the Fund notes that as SPACs represent a new and evolving area of the financial industry, the noted disclosure is designed to provide flexibility for the Fund to react to innovative structures that cannot be known at this time that may operate in all material respects as a SPAC without being named a SPAC.
11. The Staff notes that the inclusion of “Non-Diversification Risk.” Please disclose in the Principal Investment Strategies that the Fund is non-diversified.
Response: The Fund will add the following sentence to the Principal Investment Strategies:
The Fund is a non-diversified fund as defined in the 1940 Act, which means that it may invest in a smaller number of issuers than a diversified fund and may invest more of its assets in the securities of a single issuer.
12. The Staff notes the following sentence from the Principal Investment Strategies:
“The Fund may also invest in indexed and inverse securities.”
Please add additional disclosure clarifying what types of securities this is intended to cover.
Response: The Fund will move the noted sentence to be included within the paragraph discussing investments in ETFs, closed-end funds and open-end mutual funds to connect the statement more directly with the types of securities it is intended to cover.
13. The Staff notes the following sentence from the Principal Investment Strategies:
“The Fund may invest in other investment companies, including ETFs, closed-end funds and open-end mutual funds, among others.”
Supplementally, please explain what is meant by “among others.” Please also confirm whether the Fund will invest in closed-end funds that are not exchange-listed.
Response: The Fund will remove the words “among others” from the noted disclosure. Supplementally, the Fund confirms it does not currently intend to invest in closed-end funds that are not exchange-listed.
14. With respect to the Principal Risks section of the summary prospectus, the Staff notes that only “Merger Arbitrage and Event-Driven Risk” and “Industry Concentration-Healthcare Companies Risk” are included prior to the remaining risks appearing in alphabetical order. Please consider whether any other risks should be moved to the beginning of this disclosure.
Response: The Fund will move “Equity Securities Risk” and “Special Purpose Acquisition Companies Risk” to the beginning of this section.
15. If the Fund will invest in emerging markets as a principal strategy, please add corresponding strategy and risk disclosure.
Response: The Fund confirms it will not invest in emerging markets as a principal strategy. The Fund will move any references to emerging markets from the prospectus to the SAI.
16. Please add principal risk disclosure relating to the following topics, or explain why the Fund believes such additions are not necessary:
•
Distressed and Defaulted Securities
•
Leveraged Loans
•
LIBOR
•
MLPs
•
Preferred Securities
•
Investment Companies, including Closed-End Funds and ETFs
•
Private Equity and Hedge Funds
Response: The Fund notes that “Distressed and Defaulted Securities Risk” is already included under “Principal Risks” and “Additional Information About Risks.”
The Fund does not intend to principally invest in leveraged loans, and all related disclosure will be removed from the prospectus and/or moved to the SAI.
The Fund notes that “LIBOR Transition and Associated Risk” is already included under “Additional Information About Risks.” The Fund does not anticipate that LIBOR will present a principal risk to the Fund going forward, and believes the current location of the disclosure is accurate.
The Fund will add the below disclosure to the Item 4 “Principal Risks” and Item 9 “Additional Information About Risks.”
MLP Risk is the risk of investing in MLP units, which involves some risks that differ from an investment in the equity securities of a company. The Fund may invest in MLP units. Holders of MLP units have limited control and voting rights on matters affecting the partnership. Holder
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CORRESP 1 filename1.htm HIGHLAND FUNDS I January 10, 2022 VIA EDGAR Lisa Larkin Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Jon-Luc Dupuy 617-261-3146 jon-luc.dupuy@klgates.com Re: NexPoint Event Driven Fund File Nos. 333-132400; 811-21866 Dear Ms. Larkin: On behalf of the NexPoint Event Driven Fund (formerly Highland Healthcare Opportunities Fund) (the “Fund”), a series of Highland Funds I (the “Trust”) we hereby transmit for filing with the U.S. Securities and Exchange Commission (the “SEC”) the Fund’s responses to the comments provided by you on behalf of the staff of the SEC (the “Staff”) on December 20, 2021 relating to the 485(a) filing of the Fund on November 17, 2021. We have discussed the Staff’s comments with representatives of the Fund. The Staff’s comments are described below and have been summarized to the best of our understanding. These responses will be reflected, to the extent applicable, in the Fund’s Registration Statement pursuant to Rule 497(c) under the Securities Exchange Act of 1933, as amended. When a comment asks for revised disclosure or revisions are contemplated by the Fund’s response, the revised disclosure has been provided. On behalf of the Fund, we respond to the specific comments of the Staff as follows: 1. The Staff reminds the Fund that the Fund is responsible for the accuracy and adequacy of its disclosure notwithstanding review by the Staff. Response: The Fund confirms it understands this responsibility. 2. The Staff notes the Fund’s investment objective is to seek long-term capital appreciation. Please confirm the updated principal investment strategies continue to be designed to meet this objective. The Staff notes in particular certain discussion of income production in the strategies. Response: The Fund confirms that the updates to the principal investment strategies are designed to continue to pursue the Fund’s objective of long-term capital appreciation. The Fund does not believe that having the ability to invest using certain income producing strategies prevents the Fund from pursuing its objective with respect to the Fund’s overall portfolio. 3. Please confirm the Annual Fund Operating Expenses fee table reflects any expenses relating to dividends paid on stocks sold short and master limited partnerships (“MLPs”) in light of the updates to the Fund’s strategies. Response: Consistent with Instruction 3(d) to Item 3 of Form N-1A, the Fund will restate its annual fund operating expenses, and corresponding expense example figures, to reflect current fees and expenses based on the Fund’s repositioned strategy, as shown in Appendix A hereto. 1 4. In Footnote 4 to the Annual Fund Operating Expenses fee table, the termination date of the Expense Cap must be no less than 12 months from the effective date of the Registration Statement pursuant to Instruction 3(e) of Item 3 of Form N-1A. Please update the termination date or only disclose the Expense Cap in the section of the prospectus corresponding with Item 10 of Form N-1A. Response: The Fund will update the termination date of the Expense Cap to a date at least 12 months from the effective date of the Registration Statement, as shown in Appendix A hereto. 5. With respect to the first paragraph of the Principal Investment Strategies: a. Please rewrite to describe “recapitalizations” and “macroeconomic and industry catalysts” in Plain English. b. Please specify what “other divestitures,” “other corporate events,” and “other special situations” are meant to cover or remove these broad terms. Response: The Registrant will revise the noted disclosure as follows (additions bold and underlined and deletions struck): Specific event catalysts include, but are not limited to: mergers, acquisitions, tender offers, asset sales or other divestitures, restructurings, spin-offs, refinancings, recapitalizations (the restructuring of a company’s debt and equity structure), reorganizations, or broader geopolitical, environmental or economic events that can impact specific industries or the economy as a whole. other corporate events, macroeconomic and industry catalysts, or other special situations. c. Please confirm special purpose acquisition companies (“SPACs”) are a principal investment strategy of the Fund. If so, please make this disclosure more prominent by including it in the first paragraph of the strategies. Response: The Fund confirms SPACs will be a principal investment strategy and will move the current SPAC disclosure under “Principal Investment Strategies” to the end of the first paragraph of that section. 6. The Staff notes the following sentence from the Principal Investment Strategies: “The Fund may purchase the securities of companies that are involved in, or expected to be involved in, publicly announced mergers, takeovers and other corporate reorganizations, and use one or more arbitrage strategies in connection with the purchase.” Supplementally, please explain what degree of involvement would qualify a company for investment under this disclosure. Please also supplementally explain what “expected to be involved” entails. Response: Supplementally, the Fund notes there are many fact patterns that could imply a company may become a merger/acquisition participant prior to any formal announcement by such company. For example, a merger or acquisition could be rumored in the media, a company could be publicly approached by another company or an activist shareholder could be proposing that a company seek a sale, merger or acquisition opportunity. The level of involvement in such mergers, takeovers and other corporate reorganizations can vary depending on the facts of a particular transaction, but most often the Fund would expect to invest in companies that are directly parties to such transactions. 2 7. As the Fund is an open-end fund, the Staff would like to understand the liquidity nature of certain of the Fund’s proposed investments. In particular, it appears the Fund will principally invest in defaulted securities, obligations of distressed issuers, lower-rated tranches of collateralized loan obligations (“CLOs”), privately placed or otherwise restricted securities, leveraged loans, SPACs, hedge funds, private equity funds. Given the liquidity profile of these investments, please explain how the Fund determined its investment strategy is appropriate for an open-end structure. The response should include information concerning relevant factors from the adopting release for Rule 22e-4 under the Investment Company Act of 1940, as amended (the “1940 Act”) (Investment Company Liquidity Risk Management Programs; Investment Company Act Release No. 32315 October 13, 2016 (the “Liquidity Rule Release”)). The response may also include general market data on the types of investments intended to be held by the Fund (see pages 154-155 of the Liquidity Rule Release). Response: The Fund notes that it does not intend to invest in hedge funds or private equity funds and does not include disclosure of any such investments in the Registration Statement. The Fund does not intend to principally invest in leveraged loans, and all related disclosure will be removed from the prospectus and/or moved to the SAI. Consistent with Rule 22e-4 and the Fund’s own non-fundamental investment restriction, the Fund may not acquire any illiquid securities if, as a result thereof, more than 15% of the Fund’s net assets would be in investments that are illiquid. While the Fund maintains the flexibility to principally invest in any of the security types discussed under “Principal Investment Strategies,” it does not intend to have substantial positions in every named security at all times. The Fund’s investment strategies are designed to flexibly provide investors with access to merger arbitrage and event-driven investment opportunities within an open-end fund structure that provides investors with daily liquidity. As noted in the Registration Statement, the Trust has implemented a written liquidity risk management program (the “LRM Program”) and related procedures to manage the liquidity risk of the Fund in accordance with Rule 22e-4. As a part of the LRM Program, the board of trustees of the Fund has designated the Fund’s investment adviser (the “Adviser”) to serve as the administrator of the LRM Program and the related procedures. In this capacity, the Adviser is responsible for identifying illiquid investments and categorizing the relative liquidity of the Fund’s investments in accordance with Rule 22e-4. The Adviser assesses, manages, and periodically reviews the Fund’s liquidity risk based on a number of factors, including but not limited to, relevant market, trading and investment-specific considerations under the LRM Program and generally assesses the investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. The Adviser also considers short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions, holdings of cash and cash equivalents, and any other borrowing arrangements and funding sources. 8. Supplementally, please confirm how much the Fund intends to invest in private funds that would be investment companies, but for the exclusion from the definition of “investment company” in Section 3(c)(1) or 3(c)(7) of the 1940 Act. Please provide separate estimates for 3(c)(1) funds and 3(c)(7) funds. Response: The Fund does not intend to principally invest in 3(c)(1) funds and 3(c)(7) funds for investment purposes. However, as noted under “Principal Investment Strategies,” the Fund may invest in one or more unaffiliated private funds that seek to comply with (but are not subject to) the credit quality and duration limits applicable to money market funds under applicable law for cash management purposes. 3 9. Please confirm whether the Fund will invest in contingent convertible securities (“CoCos”). If so, consider including appropriate disclosure relating to the extent the Fund will invest in CoCos and the characteristics thereof. In particular, if CoCos will be a principal type of investment, they should be included in the principal investment strategies and risks. Response: The Fund confirms that although CoCos are not intended to be principal investment, and the Fund does not currently invest in CoCos, they are a permissible investment for the Fund. Accordingly, the Fund will add the below disclosure under “Additional Information About Risks.” Contingent Convertible Securities Risk. Contingent convertible securities are fixed-income securities or preferred stocks that automatically convert into equity securities of the issuer or undergo a principal write-down by a pre-determined percentage upon the occurrence of certain events (a “Trigger Event”). For example, a Trigger Event may occur if the issuer’s bank regulatory capital ratio falls below a predetermined level. If a Trigger Event occurs, the Fund would be likely to lose some or all of its investment in the contingent convertible security. Contingent convertible securities may expose the Fund to stock market risk. The Fund treats contingent convertible securities as fixed-income securities for purposes of its investment policies and limitations, because they should perform like other fixed income securities unless a Trigger Event occurs. 10. The Staff notes the following sentence from the Principal Investment Strategies: “The Fund may invest significantly in the common stock of and other interests (e.g., warrants) in special purpose acquisition companies or similar special purpose entities that pool funds to seek potential acquisition opportunities (collectively, “SPACs”).” Supplementally, please explain what is meant by “similar special purpose entities.” Response: Supplementally, the Fund notes that as SPACs represent a new and evolving area of the financial industry, the noted disclosure is designed to provide flexibility for the Fund to react to innovative structures that cannot be known at this time that may operate in all material respects as a SPAC without being named a SPAC. 11. The Staff notes that the inclusion of “Non-Diversification Risk.” Please disclose in the Principal Investment Strategies that the Fund is non-diversified. Response: The Fund will add the following sentence to the Principal Investment Strategies: The Fund is a non-diversified fund as defined in the 1940 Act, which means that it may invest in a smaller number of issuers than a diversified fund and may invest more of its assets in the securities of a single issuer. 12. The Staff notes the following sentence from the Principal Investment Strategies: “The Fund may also invest in indexed and inverse securities.” Please add additional disclosure clarifying what types of securities this is intended to cover. 4 Response: The Fund will move the noted sentence to be included within the paragraph discussing investments in ETFs, closed-end funds and open-end mutual funds to connect the statement more directly with the types of securities it is intended to cover. 13. The Staff notes the following sentence from the Principal Investment Strategies: “The Fund may invest in other investment companies, including ETFs, closed-end funds and open-end mutual funds, among others.” Supplementally, please explain what is meant by “among others.” Please also confirm whether the Fund will invest in closed-end funds that are not exchange-listed. Response: The Fund will remove the words “among others” from the noted disclosure. Supplementally, the Fund confirms it does not currently intend to invest in closed-end funds that are not exchange-listed. 14. With respect to the Principal Risks section of the summary prospectus, the Staff notes that only “Merger Arbitrage and Event-Driven Risk” and “Industry Concentration-Healthcare Companies Risk” are included prior to the remaining risks appearing in alphabetical order. Please consider whether any other risks should be moved to the beginning of this disclosure. Response: The Fund will move “Equity Securities Risk” and “Special Purpose Acquisition Companies Risk” to the beginning of this section. 15. If the Fund will invest in emerging markets as a principal strategy, please add corresponding strategy and risk disclosure. Response: The Fund confirms it will not invest in emerging markets as a principal strategy. The Fund will move any references to emerging markets from the prospectus to the SAI. 16. Please add principal risk disclosure relating to the following topics, or explain why the Fund believes such additions are not necessary: • Distressed and Defaulted Securities • Leveraged Loans • LIBOR • MLPs • Preferred Securities • Investment Companies, including Closed-End Funds and ETFs • Private Equity and Hedge Funds Response: The Fund notes that “Distressed and Defaulted Securities Risk” is already included under “Principal Risks” and “Additional Information About Risks.” The Fund does not intend to principally invest in leveraged loans, and all related disclosure will be removed from the prospectus and/or moved to the SAI. 5 The Fund notes that “LIBOR Transition and Associated Risk” is already included under “Additional Information About Risks.” The Fund does not anticipate that LIBOR will present a principal risk to the Fund going forward, and believes the current location of the disclosure is accurate. The Fund will add the below disclosure to the Item 4 “Principal Risks” and Item 9 “Additional Information About Risks.” MLP Risk is the risk of investing in MLP units, which involves some risks that differ from an investment in the equity securities of a company. The Fund may invest in MLP units. Holders of MLP units have limited control and voting rights on matters affecting the partnership. Holder