SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 June 23, 2025

 VIA EDGAR

 Cal Gilmartin
 617-951-9103 cal.gilmartin@klgates.com

 Lisa Larkin

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Re:
 NexPoint Credit Catalyst Fund
 File Nos. 333-132400; 811-21866
 Dear Ms. Larkin: On behalf of the NexPoint Credit Catalyst
Fund (the “Fund”), a series of NexPoint 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 June 3, 2025 relating to the Rule 485(a) filing of the Fund on April 18, 2025. 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 485(b) 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:
 Prospectus:

 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.
 Please specify what securitized instruments the Fund will invest in, or if the Fund will invest in every
type of securitized instrument, then please note that. Response : The Fund will revise the noted
disclosure as follows (additions bold and underlined and deletions struck): The Fund’s investments in credit instruments typically
include corporate and sovereign bonds, bank loans, convertible securities and preferred stocks, and securitized instruments such as mortgage-backed securities (MBS), commercial mortgage-backed securities (CMBS), residential mortgage-backed
securities (RMBS), collateralized mortgage obligations (CMOs) and collateralized loan obligations (CLOs), which are vehicles backed by pools of assets such as mortgages, loans, or other receivables.

 The Fund will also add the following risk disclosure related to securitized instruments:
 Structured Finance Securities Risk . A portion of the Fund’s investments may consist of mortgage-backed
securities, collateralized mortgage obligations, collateralized bond obligations, collateralized loan obligations or similar instruments. Such structured finance securities are generally backed by an asset or a pool of assets, which serve as
collateral. Depending on the type of security, the collateral may take the form of a portfolio of mortgage loans or bonds or other assets. The Fund and other investors in structured finance securities ultimately bear the credit risk of the
underlying collateral. In some instances, the structured finance securities are issued in multiple tranches, offering investors various maturity and credit risk characteristics, often categorized as senior, mezzanine and subordinated/equity
according to their degree of risk. The riskiest securities are the equity tranche, which bears the bulk of defaults from the bonds or loans serving as collateral, and thus may protect the other, more senior tranches from default. If there are
defaults or the relevant collateral otherwise underperforms, scheduled payments to senior tranches of such securities take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to
subordinated/equity tranches. A senior tranche typically has higher ratings and lower yields than the underlying securities, and may be rated investment grade. Despite the protection from the equity tranche, other tranches can experience substantial
losses due to actual defaults, increased sensitivity to defaults due to previous defaults and the disappearance of protecting tranches, market anticipation of defaults and aversion to certain structured finance securities as a class.

 3.
 With respect to the second paragraph of the Principal Investment Strategies:

 a.
 Clarify supplementally the breakdown between investments in public and private credit instruments.
 Response : Supplementally, the Fund notes that it does not intend to invest in private credit
instruments.

 b.
 Please rewrite to describe “capital structure arbitrage” and “asset monetizations” in
Plain English. Response : The Fund 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, capital structure
arbitrage (the exploitation of discrepancies of a company’s debt and equity securities) , tender offers, asset sales or other divestitures, restructurings, spin-offs, initial public offerings, new issue debt, debt refinancings,
near-term debt maturities, asset monetizations (the process of converting assets into a revenue source) , 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.

 4.
 With respect to the fourth paragraph of the Principal Investment Strategies, please specify what
“similar investments” are or remove this broad term. Response : The Fund will remove the
noted disclosure.

 5.
 With respect to the fifth paragraph of the Principal Investment Strategies, this sentence is covered by the
first two sentences in the next paragraph. Consider removing or adding detail to make its relevance clearer.
 Response : The Fund will remove the noted disclosure.

 6.
 The sixth paragraph of the Principal Investment Strategies, provides that “the Fund may invest in other
investments or utilize other strategies, including non-credit related event driven and market neutral strategies,” please clarify whether this is intended to describe the investments that would not be
included in the Fund’s 80% policy bucket, and add disclosure related to the amount of the Fund’s assets that may be invested in non-credit catalyst policies.
 Response : The Fund believes its stated 80% policy in credit instruments is clear. To the extent the Fund makes investments in
other instruments, the aggregate exposure of such investments will be limited by the 80% policy, but the Fund does not target any specific amounts in such instruments. Accordingly, the Fund respectfully declines to make any changes in response to
this comment.

 7.
 With respect to the eighth paragraph of the Principal Investment Strategies, please add in disclosure
discussing the maturity of the securities the Fund may invest in. If maturity is included elsewhere, then please supplementally describe where it is included. Please also note the ranges of investment grade or below investment grade securities. If
there are no stated ranges, then please note that. Response : The Fund will revise the noted disclosure
as follows (additions bold and underlined and deletions struck): The Fund may invest in securities of issuers of any market
capitalization. Also, the Fund may invest without limit in debt instruments of any duration , maturity or credit quality, including high yield debt (commonly referred to as “junk” bonds), distressed debt and
defaulted debt.

 8.
 The Staff notes that affiliated transactions may be a concern with respect to the use of credit facilities.
Depending on the extent to which credit facilities will be used, please supplementally describe if any affiliates will also be using the credit facility and whether exemptive relief is required. If the Fund has entered into related agreements with
affiliates, please include as exhibits. Response : Supplementally, the Fund confirms that it currently
does not have a credit facility in place. The Fund will remove references to the use of credit facilities from the principal investment strategies.

 9.
 With respect to the ninth paragraph of the Principal Investment Strategies please specify what “other
means” will be used or in the alternative please remove this phrase. Response : The Fund will
remove the noted disclosure.

 10.
 The Staff notes the following sentence from the Principal Investment Strategies:
 “The Fund also may invest its assets (in the form of cash collateral from securities lending transactions) 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.”
 Supplementally, please explain what unaffiliated private funds that seek to comply with the credit quality and duration limits applicable to
money market funds would be. Response : Supplementally, the Fund confirms that it does not intend to invest its assets in
one or more unaffiliated private funds that seek to comply with the credit quality and duration limits applicable to money market funds under applicable law. The Fund will remove references to such funds from the principal investment strategies.

 11.
 The Staff notes that it appears that the Fund will invest significantly in bank loans, securities
instruments, late-stage distressed issuers, issuers involved in pre- and post-bankruptcy proceedings, defaulted debt, high yield debt, bespoke derivatives, closed-end
funds, and private 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 : 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.

 12.
 With respect to “Senior Loans Risk” in the Principal Risks section:

 a.
 The Staff notes that the term “Senior Loans” is capitalized but not yet defined. Please either
lowercase the term or define it. Response : The Fund will make the requested change.

 b.
 Additionally, “Bank Loans” is used elsewhere instead of “Senior Loans.” Please choose
one term and use it consistently. Response : The Fund will change all references to “Senior
Loans” for consistency.

 c.
 Please disclose in the prospectus that it may take longer than seven days for transactions in bank loans to
settle, which means it could take the fund significant time to get its money after selling its investment.
 Response : The Fund will revise the Senior Loans Risk disclosure to add the following sentence to the risk’s disclosure as
follows (additions bold and underlined and deletions struck): Senior loans may have trade settlement periods extending beyond seven
days, which could pose a liquidity risk to the Fund.

 d.
 Please also address how the fund intends to meet short term liquidity needs that may arise as a result of
this lengthy settlement period. Response : The Fund supplementally confirms that it expects its
portfolio to primarily consist of investments considered to be highly liquid investments and, therefore, the Fund does not anticipate any issues satisfying short-term liquidity needs.

 13.
 With respect to the “Leverage Risk” paragraph of the Principal Risks section, please disclose the
conflicts of interest that could arise with respect to advisers’ selection of investments or use of leverage that have the effect of increasing fees.
 Response : The Fund will revise the noted risk disclosure to add the following sentence (additions bold and underlined and
deletions struck): Because the management fees (including administration fees) paid to NexPoint are calculated on the basis of the
Fund’s average daily managed assets, which include the proceeds of leverage, the dollar amount of the fees paid by the Fund to NexPoint will be higher (and NexPoint will be benefited to that extent) when leverage is utilized. NexPoint will
utilize leverage only if it believes such action would result in a net benefit to the Fund’s shareholders after taking into account the higher fees and expenses associated with leverage (including higher management fees).

 14.
 The Staff notes the following two sentences from the Principal Investment Strategies:
 “The Fund may seek to profit from special situations by employing one or more arbitrage sub-strategies, including, but not limited to, capital structure arbitrage and convertible arbitrage, or the Fund may seek to use such strategies independently.
 The Fund may invest in capital structure arbitrage, convertible arbitrage and volatility arbitrage.”
 Please consider deleting one of the noted sentences as they are duplicative.
 Response : The Fund will revise the noted disclosure as follows (additions bold and underlined and deletions struck):
 The Fund may seek to profit from special situations by employing one or more arbitrage sub-strategies,
including, but not limited to, capital structure arbitrage and convertible arbitrage, or the Fund may seek to use such strategies independently.
 The Fund may invest in capital structure arbitrage, convertible arbitrage and volatility arbitrage.

 15.
 With respect to the first paragraph under the section titled “Additional Information About Investment
Strategies, ” clarify if this section describes principal or non-principal strategies.
 Response : The Fund will revise the noted disclosure as follows (additions bold and underlined and deletions struck):

 The following is a description of principal and
 non-principal investment practices in which the Fund may engage. Any references to investments made by the Fund include those that may be made both directly by the Fund and indirectly by the