POS EX

As filed with the Securities and Exchange Commission on May 10, 2018.

1933 Act File No. 333-209932

1940 Act File No. 811-23144

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933	☒
PRE-EFFECTIVE AMENDMENT NO.	☐
POST-EFFECTIVE AMENDMENT NO. 1	☒

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940	☒
AMENDMENT NO. 4	☒

NEXPOINT HEALTHCARE OPPORTUNITIES

FUND

Principal Executive Offices

300 Crescent Court, Suite 700

Dallas, Texas 75201

(972) 628-4100

Agent for Service

Dustin Norris

300 Crescent Court, Suite 700

Dallas, Texas 75201

(972) 628-4100

Copies of information to:

Eric S. Purple, Esq.

Stradley Ronon Stevens & Young, LLP

1250 Connecticut Ave. NW, Suite 500

Washington, DC 20036

Tel: (202) 822-9611

Fax: (202) 822-0140

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

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, other than securities offered in connection with a dividend reinvestment plan, check the following box.    ☒

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-209932 and 811-23144) of NexPoint Healthcare Opportunities Fund (as amended, 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 a corrected version of Exhibit (k)(1) to the Registration Statement. No changes have been made to Parts A, B or C of the Registration Statement, other than Item 25(2) of Part C, as set forth below. Accordingly, this Post-Effective Amendment No. 1 consists only of the facing page, this explanatory note and Item 25(2) of the Registration Statement, which sets forth the exhibits to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the U.S. Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

NEXPOINT HEALTHCARE OPPORTUNITIES FUND

PART C – OTHER INFORMATION

Item 25. Financial Statements and Exhibits

1. Financial Statements.

Part A: None.

Part B: Report of Independent Registered Public Accounting Firm^(-)

Statement of Assets and Liabilities^(-)

Notes to Financial Statements^(-)

2. Exhibits

(a)	(1)	Agreement and Declaration of Trust(1)
	(2)	Amended and Restated Agreement and Declaration of Trust(2)
(b)		By-Laws(3)
(g)		Investment Advisory Agreement(4)
(h)	(1)	Distribution Agreement(5)
	(2)	Selling Agreement(6)
	(3)	Shareholder Servicing Plan and Agreement(7)
	(4)	Distribution Plan for Class C Shares(8)
(j)		Master Custodian Agreement(9)
(k)	(1)	Expense Limitation and Reimbursement Agreement(10)
	(2)	Master Sub-Administration Agreement(11)
(l)		Opinion and Consent of Counsel(12)
(n)		Consent of Independent Registered Public Accounting Firm(13)
(r)	(1)	Code of Ethics of the Fund(14)
	(2)	Code of Ethics of the Adviser(15)
(s)		Powers of Attorney for Dr. Bob Froehlich, John W. Honis, Timothy K. Hui, Ethan Powell and Bryan A. Ward.(16)
(t)		Power of Attorney for Dustin Norris(17)

(-) Incorporated by reference from the Statement of Additional Information to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018.

(1) Incorporated by reference from Exhibit (a)(1) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(2) Incorporated by reference from Exhibit (a)(2) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(3) Incorporated by reference from Exhibit (b) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(4) Incorporated by reference from Exhibit (g) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(5) Incorporated by reference from Exhibit (h)(1) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(6) Incorporated by reference from Exhibit (h)(2) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(7) Incorporated by reference from Exhibit (h)(3) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(8) Incorporated by reference from Exhibit (h)(4) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(9) Incorporated by reference from Exhibit (j) to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018.

(10) Filed herewith

(11) Incorporated by reference from Exhibit (k)(2) to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018.

(12) Incorporated by reference from Exhibit (l) to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018.

(13) Incorporated by reference from Exhibit (n) to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018.

(14) Incorporated by reference from Exhibit (r)(1) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on August 12, 2016.

(15) Incorporated by reference from Exhibit (r)(2) to Pre-Effective Amendment No. 4 to the Registration Statement on Form N-2 (File No. 333-132436) filed by NexPoint Credit Strategies Fund (now known as NexPoint Strategic Opportunities Fund) on June 9, 2006.

(16) Incorporated by reference from Exhibit (s) to the Registration Statement on Form N-2 (File No. 333-210385) filed by NexPoint Distressed Strategies Fund (now known as NexPoint Strategic Income Fund) on March 24, 2016.

(17) Incorporated by reference from Exhibit (t) to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-209932) filed by NexPoint Healthcare Opportunities Fund on May 7, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 10^th day of May, 2018.

NEXPOINT HEALTHCARE OPPORTUNITIES FUND
By:	/s/ James Dondero
	James Dondero
	President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the 10^th day of May, 2018.

By:	/s/ James Dondero
	James Dondero
	President (Principal Executive Officer)
By:	/s/ Frank Waterhouse
	Frank Waterhouse
	Treasurer (Principal Financial and Accounting Officer)
By:	/s/ Bob Froehlich*
	Dr. Bob Froehlich
	Trustee
By:	/s/ John Honis*
	John W. Honis
	Trustee
By:	/s/ Timothy K. Hui*
	Timothy K. Hui
	Trustee
By:	/s/ Ethan Powell*
	Ethan Powell
	Chairman of the Board of Trustees
By:	/s/ Bryan Ward*
	Bryan A. Ward
	Trustee
By:	/s/ Dustin Norris*
	Dustin Norris
	Trustee and Secretary

*By:	/s/ Frank Waterhouse
	Frank Waterhouse
	Attorney-in-Fact

* Pursuant to powers of attorney incorporated by reference herein.

EX-99.(K)(1)

Exhibit (k)(1)

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT

NEXPOINT HEALTHCARE OPPORTUNITIES FUND

THIS AGREEMENT is hereby made as of the 10^th day of May, 2018 (this “Agreement”) between NexPoint Healthcare Opportunities Fund, a Delaware statutory trust (the “Trust”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”).

WHEREAS, the Adviser has been appointed the investment adviser of the Trust pursuant to an Investment Advisory Agreement, by and between the Trust and the Adviser (the “Advisory Agreement”); and

WHEREAS, the Trust and the Adviser desire to enter into the arrangements described herein relating to certain expenses of the Trust.

NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:

1. Expense Limitation. For the one-year period beginning on the effective date of the Advisory Agreement (the “Limitation Period”), subject to the terms hereof, the Adviser agrees that, except as provided in Section 2 below, it will forego an amount of its fees under the Advisory Agreement and pay, absorb or reimburse the certain ordinary operating expenses of the Trust, (the “Ordinary Operating Expenses”) to the extent necessary so that, for any fiscal year, the Trust’s Ordinary Operating Expenses do not exceed 1.75% per annum of the Trust’s average Daily Gross Assets (the “Expense Limitation”). “Daily Gross Assets” will be an amount equal to total assets, less any liabilities, but excluding liabilities evidencing leverage. In any quarter, the Adviser shall reimburse the Trust for Ordinary Operating Expenses over the Expense Limitation for the fiscal year in which such quarter occurs by first foregoing at that time the requisite amount of its quarterly fees under the Advisory Agreement and then, if such foregone amount is insufficient, by directly reimbursing the Trust for any additional excess Ordinary Operating Expenses over such Expense Limitation. For purposes of this Agreement, the Daily Gross Assets will be determined in a manner consistent with the Trust’s Prospectus.

2. Specified Expenses. The Expense Limitation applies only to the annual Ordinary Operating Expenses of the Trust, which include organizational and offering expenses, but do not include: (i) distribution and shareholder servicing fees, interest, taxes, dividend expenses on short sales, brokerage commissions and other transaction costs, and other expenditures which are capitalized in accordance with generally accepted accounting principles; (ii) expenses incurred indirectly by the Trust as a result of investments in other investment companies and pooled investment vehicles; (iii) other expenses attributable to, and incurred as a result of, the Trust’s investments; (iv) expenses payable by the Trust under any Administration or Sub-Administration Agreement; and (v) litigation expenses and extraordinary expenses not incurred in the ordinary course of the Trust’s business.

3. Term. This Agreement shall become effective on the effective date of the Advisory Agreement and shall have an initial term of one year. Thereafter, this Agreement shall automatically renew for one-year terms unless terminated by the Trust’s Board of Trustees or the Adviser upon sixty (60) days’ written notice. In addition, this Agreement will terminate automatically in the event of the termination of the Advisory Agreement between the Adviser unless a new investment advisory agreement with the Adviser (or with an affiliate under common control with the Adviser) becomes effective upon such termination.

4. Excess Expenses. In consideration of the Adviser’s agreement as provided herein, the Trust agrees to carry forward the amount of the foregone fees and Ordinary Operating Expenses paid,

absorbed or reimbursed by the Adviser (other than organizational and initial offering expenses, which are those expenses incurred by the Trust in order to permit the Trust to be declared effective by the Securities and Exchange Commission and to commence operations ) (the “Excess Expenses” ), for a period not to exceed three years from the date on which such fees are foregone or expenses are incurred by the Adviser (the “Recoupment Period” ). The Adviser shall be entitled to recoup from the Trust the amount of such Excess Expenses during the Recoupment Period to the extent that such recoupment does not cause the Trust’s Ordinary Operating Expenses plus recoupment to exceed the Expense Limitation in effect at the time the expenses were paid or waived or any Expense Limitation in effect at the time of recoupment. For the avoidance of doubt, if, at the end of the Recoupment Period in which the Adviser has recouped from the Trust any Excess Expenses, the Trust’s Ordinary Operating Expenses for the Recoupment Period exceed the Expense Limitation in effect at the time the expenses were paid or waived or any Expense Limitation in effect at the time of recoupment, the Adviser shall promptly pay the Trust an amount equal to the lesser of: (i) the amount by which the Trust’s Ordinary Operating Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount recouped by the Adviser for Excess Expenses in such fiscal year. Any payment by the Adviser to the Trust pursuant to the foregoing sentence shall be subject to later recoupment by the Adviser in accordance with this Section 4. The Adviser’s obligations under this Section 4 shall survive termination of this Agreement.

5. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements between the parties hereto relating to the matters contained herein and may not be modified, waived or terminated orally and may only be amended by an agreement in writing signed by the parties hereto.

6. Construction and Forum. This Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court.

7. Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original, but the several counterparts shall together constitute but one and the same agreement of the parties hereto.

8. Severability. If any one or more of the covenants, agreements, provisions or texts of this Agreement shall be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

NEXPOINT ADVISORS, L.P.
By:	NexPoint Advisors GP, LLC, its general partner

By:	/s/ Frank Waterhouse
Name:	Frank Waterhouse
Title:	Treasurer

NEXPOINT HEALTHCARE OPPORTUNITIES FUND
By:	/s/ Dustin Norris
Name:	Dustin Norris
Title:	Secretary

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