Nexpoint Real Estate Strategies Fund Sample Contracts

CUSTODY AGREEMENT by and between EACH FUND LISTED ON ANNEX A and THE BANK OF NEW YORK MELLON
Custody Agreement • April 29th, 2019 • Nexpoint Real Estate Strategies Fund • New York

CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, between each management investment company listed on Annex A (each, a “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

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AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT NEXPOINT REAL ESTATE STRATEGIES FUND
Expense Limitation and Reimbursement Agreement • April 28th, 2023 • Nexpoint Real Estate Strategies Fund

THIS AGREEMENT is hereby made as of the 1st of May, 2023 (this “Agreement”) between NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the “Trust”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”).

FORM OF SELLING AGREEMENT FOR NEXPOINT REAL ESTATE STRATEGIES FUND
Selling Agreement • April 22nd, 2016 • Nexpoint Real Estate Strategies Fund • New York

This Selling Agreement (“Agreement”) is made by and between (“Intermediary”) and Highland Capital Funds Distributor, Inc. (“Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

Master Repurchase Agreement
Nexpoint Real Estate Strategies Fund • April 29th, 2020 • New York
FORM OF INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
And Administrative Services Agreement • April 22nd, 2016 • Nexpoint Real Estate Strategies Fund • Delaware

AGREEMENT made as of [ ], 2016, by and between NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”), and NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the “Trust”).

DISTRIBUTION AGREEMENT
Distribution Agreement • June 17th, 2016 • Nexpoint Real Estate Strategies Fund • New York

This Distribution Agreement (“Agreement”) is made by and between NexPoint Real Estate Strategies Fund (the “Fund”) and Highland Capital Funds Distributor, Inc. (the “Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT NEXPOINT REAL ESTATE STRATEGIES FUND
Expense Limitation and Reimbursement Agreement • August 22nd, 2016 • Nexpoint Real Estate Strategies Fund • New York

THIS AGREEMENT is hereby made as of the 22nd day of August 2016 (this “Agreement”) between NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the “Trust”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”).

FORM OF SHAREHOLDER SERVICING PLAN AND AGREEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Shareholder Services Agreement • April 22nd, 2016 • Nexpoint Real Estate Strategies Fund • Texas

This plan constitutes the Shareholder Servicing Plan and Agreement (the “Plan”) for NexPoint Real Estate Strategies Fund (the “Fund”). The Plan relates solely to the Fund, may be amended from time to time, and supersedes and replaces any prior shareholder services plan with respect to the Fund.

FORM OF ADVISORY AGREEMENT BY AND AMONG [NEXPOINT REIT SUB], [NEXPOINT REIT SUB OP] AND NEXPOINT ADVISORS, L.P.
Advisory Agreement • July 8th, 2016 • Nexpoint Real Estate Strategies Fund • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2016, is entered into by and among [NexPoint REIT Sub], a Maryland corporation (the “Company”), [NexPoint REIT Sub OP], a Delaware limited liability company (the “Operating Partnership”) and NexPoint Advisors, L.P., a Delaware limited partnership (the “Advisor”).

SHAREHOLDER SERVICING PLAN AND AGREEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Shareholder Servicing Plan and Agreement • April 28th, 2017 • Nexpoint Real Estate Strategies Fund • Texas

This plan constitutes the Shareholder Servicing Plan and Agreement (the “Plan”) for NexPoint Real Estate Strategies Fund (the “Fund”). The Plan relates solely to the Fund, may be amended from time to time, and supersedes and replaces any prior shareholder services plan with respect to the Fund.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
Investment Advisory • June 17th, 2016 • Nexpoint Real Estate Strategies Fund • Delaware

AGREEMENT made as of May 18, 2016, by and between NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”), and NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the “Trust”).

SPECIAL CUSTODY and PLEDGE AGREEMENT
Special Custody and Pledge Agreement Agreement • October 9th, 2018 • Nexpoint Real Estate Strategies Fund • New York

AGREEMENT (hereinafter “Agreement”), dated as of September 20, 2018, among State Street Bank and Trust Company, a Massachusetts trust company, in its capacity as custodian hereunder (“Custodian”), NexPoint Real Estate Strategies Fund (the “Fund”), and BNP Paribas Securities Corp. (the “Counterparty”).

Execution copy
Account Agreement • October 9th, 2018 • Nexpoint Real Estate Strategies Fund • 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 Securities Corp. (“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.

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • October 9th, 2018 • Nexpoint Real Estate Strategies Fund • Pennsylvania

THIS SUB-ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 23rd day of July, 2018 (the “Effective Date”), by and between Highland Capital Management Fund Advisors, L.P., a limited partnership formed under the laws of the state of Delaware and NexPoint Advisors, L.P., a limited partnership formed under the laws of the state of Delaware (together, the “Adviser”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT NEXPOINT REAL ESTATE STRATEGIES FUND
Limitation and Reimbursement Agreement • April 22nd, 2016 • Nexpoint Real Estate Strategies Fund • New York

THIS AGREEMENT is hereby made as of the day of 2016 (this “Agreement”) between NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the “Trust”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 29th, 2019 • Nexpoint Real Estate Strategies Fund • New York

This Amendment (“Amendment”) is made as of the 8th day of April, 2019, by and between each Fund listed on Annex A to the Agreement (as defined below) (each, a “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • April 22nd, 2016 • Nexpoint Real Estate Strategies Fund • New York

This Distribution Agreement (“Agreement”) is made by and between NexPoint Real Estate Strategies Fund (the “Fund”) and Highland Capital Funds Distributor, Inc. (the “Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT NEXPOINT REAL ESTATE STRATEGIES FUND
Expense Limitation and Reimbursement Agreement • June 17th, 2016 • Nexpoint Real Estate Strategies Fund • New York

THIS AGREEMENT is hereby made as of the 18th day of May 2016 (this “Agreement”) between NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the “Trust”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 30th, 2021 • Nexpoint Real Estate Strategies Fund • New York

This Amendment (“Amendment”) is made as of the 18th day of February, 2021, by and between each Fund listed on Annex A to the Agreement (as defined below) (each, a “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • April 29th, 2020 • Nexpoint Real Estate Strategies Fund • New York

THIS AGREEMENT is hereby made as of the 1st of May, 2020 (this "Agreement") between NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the "Trust"), and NexPoint Advisors, L.P., a Delaware limited partnership (the "Adviser").

CUSTODY AGREEMENT
Custody Agreement • April 29th, 2020 • Nexpoint Real Estate Strategies Fund • New York

This Amendment ("Amendment") is made as of the 14th day of June, 2019, by and between each Fund listed on Annex A to the Agreement (as defined below) (each, a "Fund") and THE BANK OF NEW YORK MELLON ("BNY Mellon").

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 30th, 2021 • Nexpoint Real Estate Strategies Fund • New York

This Amendment (“Amendment”) is made as of the 21st day of December, 2020, by and between each Fund listed on Annex A to the Agreement (as defined below) (each, a “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

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AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 30th, 2021 • Nexpoint Real Estate Strategies Fund • New York

This Amendment (“Amendment”) is made as of the 18th day of March, 2021, by and between each Fund listed on Annex A to the Agreement (as defined below) (each, a “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

ADVISORY AGREEMENT BY AND BETWEEN NRESF REIT SUB, LLC AND NEXPOINT ADVISORS, L.P.
Advisory Agreement • August 22nd, 2016 • Nexpoint Real Estate Strategies Fund • Texas

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of July 8, 2016, is entered into by and between NRESF REIT Sub, LLC, a Delaware limited liability company (the “Company”) and NexPoint Advisors, L.P., a Delaware limited partnership (the “Advisor”).

AMENDMENT NO. 1 TO THE AGENCY AGREEMENT BETWEEN NEXPOINT CAPITAL, INC. AND DST SYSTEMS, INC.
Agency Agreement • April 28th, 2017 • Nexpoint Real Estate Strategies Fund

THIS AMENDMENT NO. 1 (the “Amendment”) to the AGENCY AGREEMENT is executed on June 10, 2016 (the “Effective Date”) by and between DST SYSTEMS, INC., a Delaware corporation with offices at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”), and NEXPOINT CAPITAL, INC., a corporation organized under the laws of the State of Delaware, with offices at 300 Crescent Court, Suite 700, Dallas, Texas 75201 (herein referred to as the “Fund” and together with the other funds listed on Exhibit A collectively referred to as the “Funds”) and NEXPOINT ADVISORS, L.P., a limited partnership (herein referred to as the “Sponsor”).

AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT NEXPOINT REAL ESTATE STRATEGIES FUND
Expense Limitation and Reimbursement Agreement • April 29th, 2024 • Nexpoint Real Estate Strategies Fund

THIS AGREEMENT is hereby made as of the 1st of May, 2024 (this “Agreement”) between NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the “Trust”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”).

FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Nexpoint Real Estate Strategies Fund • April 22nd, 2016 • Nexpoint Real Estate Strategies Fund • Delaware

WHEREAS, this Trust is a Delaware statutory trust formed pursuant to a Certificate of Trust filed with the Secretary of the State of Delaware on January 11, 2016 and the entering into of a Declaration of Trust, dated as of January 11, 2016 (which Declaration of Trust is hereby amended and restated in its entirety);

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement • June 17th, 2016 • Nexpoint Real Estate Strategies Fund • Delaware

WHEREAS, this Trust is a Delaware statutory trust formed pursuant to a Certificate of Trust filed with the Secretary of the State of Delaware on January 11, 2016 and the entering into of a Declaration of Trust, dated as of January 11, 2016 (which Declaration of Trust is hereby amended and restated in its entirety);

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 29th, 2019 • Nexpoint Real Estate Strategies Fund • New York

This Amendment (“Amendment”) is made as of the 8th day of April, 2019 by and between each management investment company listed on Annex A to the Agreement (as defined below) (each, a “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

BRIDGE CREDIT AGREEMENT
Bridge Credit Agreement • April 29th, 2020 • Nexpoint Real Estate Strategies Fund • New York
AGENCY AGREEMENT
Agency Agreement • April 28th, 2017 • Nexpoint Real Estate Strategies Fund • Delaware

THIS AGREEMENT made the 5th day of Aug. 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 - 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 300 Crescent CT Dallas, TX 75201 (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”):

SUBSCRIPTION AGREEMENT June 9, 2016
Subscription Agreement • April 28th, 2017 • Nexpoint Real Estate Strategies Fund • Delaware
ADVISORY AGREEMENT
Advisory Agreement • April 29th, 2024 • Nexpoint Real Estate Strategies Fund • Texas

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of April 18, 2024, is entered into by and between NRESF REIT Sub II, LLC, a Delaware limited liability company (the “Company”) and NexPoint Advisors, L.P., a Delaware limited partnership (the “Advisor”).

FORM OF JOINDER AGREEMENT TO AGENCY AGREEMENT
Joinder Agreement • April 26th, 2018 • Nexpoint Real Estate Strategies Fund

This Joinder Agreement, dated as of September 6, 2016 (this “Joinder”), by and among DST SYSTEMS, INC., a Delaware corporation (“DST”), NEXPOINT CAPITAL, INC., a Delaware corporation (“NexPoint Capital”), and NEXPOINT ADVISORS, L.P., a limited partnership, (“Sponsor”), 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 (NexPoint Capital and each such real estate investment program hereafter severally referred to as the “Fund”), and NREA Gardens, DST, a Delaware statutory trust, NexPoint Real Estate Strategies Fund, a Delaware statutory trust, NexPoint Discount Yield Fund, a Delaware statutory trust, NexPoint Energy and Materials Opportunity Fund, a Delaware statutory trust, NexPoint Healthcare Opportunities Fund, a Delaware statutory trust, NexPoint Latin American Opportunities Fund, a Delaware statutory trust, NexPoint Distressed Strategies Fund

SUBSCRIPTION AGREEMENT April 19, 2016
Subscription Agreement • April 28th, 2017 • Nexpoint Real Estate Strategies Fund • Delaware
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