Dorri McWhorter

About Dorri McWhorter

Dorri McWhorter (born 6/30/1973) is an Independent Trustee of the Fund, serving since May 2022 on a three-year term expiring at the 2026 annual meeting; she oversees seven funds in the complex . Her background includes service as President & CEO of the YMCA of Metropolitan Chicago (2021–2025) and previously CEO of YWCA Metropolitan Chicago (2013–2021), with noted expertise in financial accounting and significant experience on other boards, including registered investment companies . She is a member of the Audit and Qualified Legal Compliance Committee, the Governance and Compliance Committee, and the Administration and Operations Committee, with each committee’s members (including Ms. McWhorter) deemed independent for 1940 Act purposes . During FY2024, the Board met seven times and each Trustee attended at least 75% of the aggregate Board and committee meetings on which they served .

Past Roles

External Roles

Board Governance

• Independence: The Audit and Qualified Legal Compliance Committee and Governance and Compliance Committee are comprised of independent trustees under the 1940 Act; Ms. McWhorter is a member of both .
• Committees and roles:
  • Audit and Qualified Legal Compliance Committee – Member; met 5 times in FY2024; Chair: Bryan A. Ward; Ward designated audit committee financial expert .
  • Governance and Compliance Committee – Member; met 5 times in FY2024; Chair: Dr. Bob Froehlich .
  • Administration and Operations Committee – Member; met 5 times in FY2024; Chair: John Honis .
• Board structure and attendance: Five trustees (four independent); Board met seven times in FY2024; each trustee attended at least 75% of applicable meetings .
• Term and oversight scope: Trustee since May 2022; three-year term expiring at the 2026 annual meeting; oversees seven funds .
• Retirement policy: Governance & Compliance Committee will not recommend continued service for trustees older than 80 at the time of its report .

Fixed Compensation

The compensation disclosure for Trustees consists of cash retainers and specified chair fees; the proxy does not describe any equity-based compensation program for Trustees .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Significant managerial and executive experience as president/CEO; extensive financial accounting background; experience on other boards, including registered investment companies .
• Member, Financial Accounting Standards Advisory Council (since 2021), demonstrating capital markets and financial reporting expertise .
• Audit Committee member meeting Rule 10A-3 independence and experience requirements under the Exchange Act .

Equity Ownership

• As a group, Trustees and officers owned less than 0.01% of outstanding common shares as of Feb 28, 2025 .
• None of the Independent Trustees or their immediate family members owned securities of the Adviser, principal underwriter, or their affiliates as of Feb 28, 2025 .

Governance Assessment

• Strengths:

  • Independent status with concurrent service on all three standing committees; Audit and Governance committees are entirely independent, enhancing oversight of financial reporting, compliance, and conflicts .
  • Demonstrated financial reporting expertise via FASAC membership and audit committee service aligned to Rule 10A-3 independence/experience standards .
  • Board maintained regular cadence (7 meetings in FY2024), with each Trustee meeting at least the 75% attendance threshold; committees each met five times, indicating active oversight .

• Alignment and incentive considerations:

  • Cash-only compensation (no equity) with a standardized complex-wide retainer ($150,000) and no meeting fees; Ms. McWhorter is not a chair and thus does not receive chair premiums .
  • Zero reported ownership in HGLB and across the fund complex as of Feb 28, 2025; this may be viewed as weaker “skin-in-the-game” alignment versus corporate boards that use equity retainers. RED FLAG: No share ownership disclosed .

• Conflicts and related-party context:

  • The Fund’s adviser (NexPoint) and affiliates (e.g., Skyview) provide services, and the complex operates with potential allocation and co-investment conflicts typical for multi-client advisers; these are addressed through allocation policies and Board/CCO oversight .
  • Mitigants: Independent trustee structure, committee oversight (Audit for valuation oversight; Governance & Compliance for conflicts related to NexPoint) .
  • No securities holdings by Independent Trustees or immediate family in the Adviser or affiliates reduces direct financial conflicts .

• Workload/busyness:

  • Multiple board roles (William Blair Funds, Lifeway Foods, LanzaTech), plus executive leadership through 2025 (YMCA), may raise time-commitment considerations; however, the FY2024 attendance disclosure indicates at least minimum engagement (≥75%) .

• Additional notes:

  • Committee leadership roles are held by other trustees (Ward—Audit; Froehlich—Governance & Compliance; Honis—Administration & Operations); Ms. McWhorter’s lack of chair roles limits direct agenda-setting influence but maintains independent oversight participation .
  • Board retirement policy (age >80) and annual performance reviews support refreshment and accountability practices .