CUSTODIAN AGREEMENTCustodian Agreement • March 2nd, 2016 • NexPoint Capital, Inc. • Massachusetts
This Agreement, dated as of August 26, 2014, is between NEXPOINT CAPITAL, INC., a corporation organized and existing under the laws of the State of Delaware (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
DEALER MANAGER AGREEMENT NexPoint Capital, Inc. Up to 150,000,000 Shares of Common Stock, $0.001 par value per share August 18, 2014Dealer Manager Agreement • March 2nd, 2016 • NexPoint Capital, Inc. • Delaware
NexPoint Capital, Inc., a Delaware corporation (the “Company”), that has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations thereunder, the “Investment Company Act”) has registered for public sale (the “Offering”) a maximum of 150,000,000 shares (the “Offered Shares”) of its common stock, $0.001 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1 below). The Offered Shares are to be issued and sold to the public on a “best efforts” basis through: (a) Highland Capital Funds Distributor, Inc., a Delaware corporation (the “Dealer Manager”), as the exclusive managing dealer; and (b) other broker-dealers retained by the Dealer Manager, at its sole discretion, to participate in the Offering (the “Participating Dealers”) at an initial offering price of $10.00 per share (subject in certain circumst
CREDIT AGREEMENT dated as of January 6, 2015 among NEXPOINT CAPITAL, INC., STATE STREET BANK AND TRUST COMPANY, and the other lending institutions party hereto and STATE STREET BANK AND TRUST COMPANY in its capacity as AgentCredit Agreement • September 2nd, 2015 • NexPoint Capital, Inc.
CREDIT AGREEMENT, dated as of January 6, 2015, by and among NEXPOINT CAPITAL, INC., a Delaware corporation (the “Borrower”), the Banks (as hereinafter defined) party hereto from time to time and STATE STREET BANK AND TRUST COMPANY as agent for the Banks (in such capacity, the “Agent”).
FORM OF CUSTODIAN AGREEMENTForm of Custodian Agreement • July 24th, 2014 • NexPoint Capital, Inc. • Massachusetts
This Agreement, dated as of , 2014, is between NEXPOINT CAPITAL, INC., a corporation organized and existing under the laws of the State of Delaware (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
SPECIAL CUSTODY and PLEDGE AGREEMENTSpecial Custody and Pledge Agreement Agreement • October 23rd, 2017 • NexPoint Capital, Inc. • New York
AGREEMENT (hereinafter “Agreement”), dated as of October 19, 2017, among State Street Bank and Trust Company, a Massachusetts trust company, in its capacity as custodian hereunder (“Custodian”), NexPoint Capital, Inc. (the “Fund”), and BNP Paribas Prime Brokerage International, Ltd. (the “Counterparty”).
Execution CopyAccount Agreement • October 23rd, 2017 • NexPoint Capital, Inc. • New York
This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage, Inc. (“BNPP PB”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). The Agreement sets forth the terms and conditions on which BNPP PB will transact business with Customer. Customer and BNPP PB, on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • August 18th, 2014 • NexPoint Capital, Inc. • Missouri
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2014 by and among NexPoint Capital, Inc., a Delaware corporation (the “Company”), Highland Capital Funds Distributor, Inc., a Delaware corporation (the “Dealer Manager”) and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
NEXPOINT CAPITAL, INC. AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • June 30th, 2017 • NexPoint Capital, Inc. • New York
This Amended and Restated Administration Agreement is hereby made as of the 5th day of June 2017 (the “Agreement”), between NexPoint Capital, Inc., a Delaware corporation (the “Company”) and NexPoint Advisors, L.P., a Delaware limited partnership (the “Administrator”).
PBI AgreementPbi Agreement • October 23rd, 2017 • NexPoint Capital, Inc.
This agreement (including all terms, schedules, supplements and exhibits attached hereto, this “PBI Agreement”) is entered into between the customer specified below (“Customer”) and BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LTD. (“PBI”), BNP Paribas, acting through its New York branch (“BNPP NY”, and together with PBI, the “Arranged Financing Entities”). The Agreement sets forth the terms and conditions on which PBI will open and maintain Accounts for prime brokerage and other products and otherwise transact business with Customer. Customer and BNP Paribas Prime Brokerage, Inc. (“BNPP PB”), on behalf of itself and as agent for the BNPP Entities, have also entered into a U.S. Prime Brokerage Agreement (the “U.S. PB Agreement”) for the provision of certain securities related services.
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN NEXPOINT CAPITAL, INC. AND NEXPOINT ADVISORS, L.P.Investment Advisory Agreement • June 30th, 2017 • NexPoint Capital, Inc. • New York
This Amended and Restated Investment Advisory Agreement (the “Agreement”) is made this 5th day of June 2017, by and between NEXPOINT CAPITAL, INC., a Delaware corporation (the “Corporation”), and NEXPOINT ADVISORS, L.P., a Delaware partnership (the “Adviser”).
EXPENSE LIMITATION AGREEMENT NEXPOINT CAPITAL, INC.Expense Limitation Agreement • March 2nd, 2016 • NexPoint Capital, Inc. • New York
THIS AGREEMENT is hereby made as of the day of July 2014 (this “Agreement”) between NexPoint Capital, Inc., a Delaware corporation (the “Company”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 11th, 2016 • NexPoint Capital, Inc. • Massachusetts
AMENDMENT NO. 1 (this “Amendment”), dated as of January 5, 2016, to the Credit Agreement, dated as of January 6, 2015, by and among NEXPOINT CAPITAL, INC., a Delaware corporation (herein referred to as the “Borrower”), the Banks party thereto from time to time and STATE STREET BANK AND TRUST COMPANY, as agent for the Banks (in such capacity, the “Agent”) (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
CONTROL AGREEMENTControl Agreement • November 9th, 2017 • NexPoint Capital, Inc. • Massachusetts
Control Agreement dated as of June 9, 2017 (this “Agreement”), among (a) BNP Paribas as secured party (“Party A”), (b) Nexpoint Capital, Inc., as debtor (“Party B”), and (c) State Street Bank and Trust Company (the “Custodian”).
AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT BETWEEN NEXPOINT CAPITAL, INC. AND NEXPOINT ADVISORS, L.P.Investment Advisory Agreement • December 12th, 2014 • NexPoint Capital, Inc. • New York
This Amendment No. 1, effective as of September 26, 2014 (this “Amendment No. 1”), to that certain Investment Advisory Agreement, dated August 18, 2014 (the “Agreement”), by and between NexPoint Capital, Inc., a Delaware corporation (the “Corporation”), and NexPoint Advisors, L.P., a Delaware partnership (the “Adviser”), is entered into by the Corporation and the Adviser pursuant to Section 12 of the Agreement.
ESCROW AGREEMENTEscrow Agreement • March 2nd, 2016 • NexPoint Capital, Inc. • Missouri
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of August, 2014 by and among NexPoint Capital, Inc., a Delaware corporation (the “Company”), Highland Capital Funds Distributor, Inc., a Delaware corporation (the “Dealer Manager”) and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 27th, 2017 • NexPoint Capital, Inc. • Massachusetts
AMENDMENT NO. 2 (this “Amendment”), dated as of January 3, 2017, to the Credit Agreement, dated as of January 6, 2015, by and among NEXPOINT CAPITAL, INC., a Delaware corporation (herein referred to as the “Borrower”), the Banks party thereto from time to time and STATE STREET BANK AND TRUST COMPANY, as agent for the Banks (in such capacity, the “Agent”), as amended, supplemented or otherwise modified by Amendment No. 1, dated as of January 5, 2016 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
SUB-ADMINISTRATION AND ACCOUNTING AGREEMENTSub-Administration and Accounting Agreement • February 27th, 2017 • NexPoint Capital, Inc. • New York
This Sub-Administration and Accounting Agreement (“Agreement”) dated and effective as of August 26, 2014, is by and among State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Administrator”, and together with the Sub-Administrator, the “Parties”).
FORM OF AGENCY AGREEMENTForm of Agency Agreement • July 24th, 2014 • NexPoint Capital, Inc. • Delaware
THIS AGREEMENT made the day of 2014, by and between, NexPoint Capital, Inc., a corporation existing under the laws of the State of Delaware, with offices at 300 Crescent Court, Suite 700, Dallas, Texas 75201 (“NexPoint Capital”), which is sponsored by NexPoint Advisors, L.P., a Delaware limited partnership (the “Sponsor”) and any other real estate investment programs set forth on Exhibit A, attached hereto, as amended from time to time and who have executed an amendment to this Agreement agreeing to be bound hereby, each having its principal place of business at (NexPoint Capital and each such real estate investment program hereinafter jointly and severally referred to as the “Fund”), and DST SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”):
Committed Facility AgreementCommitted Facility Agreement • October 23rd, 2017 • NexPoint Capital, Inc. • New York
BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LTD. (“BNPP PB”) and the counterparty specified on the signature page (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 2nd, 2016 • NexPoint Capital, Inc. • Massachusetts
AMENDMENT NO. 1 (this “Amendment”), dated as of January 5, 2016, to the Credit Agreement, dated as of January 6, 2015, by and among NEXPOINT CAPITAL, INC., a Delaware corporation (herein referred to as the “Borrower”), the Banks party thereto from time to time and STATE STREET BANK AND TRUST COMPANY, as agent for the Banks (in such capacity, the “Agent”) (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 2nd, 2014 • NexPoint Capital, Inc.
This Subscription Agreement is hereby made as of the 19th day of May 2014, by and between NexPoint Capital, LLC., a Delaware limited liability company (the “Company”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Subscriber”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 10th, 2017 • NexPoint Capital, Inc. • Massachusetts
AMENDMENT NO. 2 (this “Amendment”), dated as of January 3, 2017, to the Credit Agreement, dated as of January 6, 2015, by and among NEXPOINT CAPITAL, INC., a Delaware corporation (herein referred to as the “Borrower”), the Banks party thereto from time to time and STATE STREET BANK AND TRUST COMPANY, as agent for the Banks (in such capacity, the “Agent”), as amended, supplemented or otherwise modified by Amendment No. 1, dated as of January 5, 2016 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 2nd, 2014 • NexPoint Capital, Inc.
This Subscription Agreement is hereby made as of the 10th day of June 2014, by and between NexPoint Capital, Inc., a Delaware corporation (the “Company”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Subscriber”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NEXPOINT CAPITAL, LLC A Delaware Limited Liability Company Dated as of May 12, 2014Limited Liability Company Operating Agreement • May 20th, 2014 • NexPoint Capital, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of NEXPOINT CAPITAL, LLC (the “Company”) dated as of May 12, 2014 is entered into by and among the Company, NexPoint Advisors, L.P., a Delaware limited partnership (the “Existing Member”), and those other Persons who become Members (as defined below) of the Company from time to time, as hereinafter provided. This Agreement amends and restates the Limited Liability Company Operating Agreement of the Company effective as of September 30, 2013.
