NOVATION OF INVESTMENT ADVISORY AGREEMENT
This Novation Agreement is entered into this 8th day of
June, 2012 by and among Pyxis Capital, L.P., a Delaware
limited partnership ("Pyxis"), NexPoint Advisors, L.P., a
Delaware limited partnership ("NexPoint"), and NexPoint Credit
Strategies Fund, a Delaware statutory trust (the "Fund").
WHEREAS, the Fund had retained Highland Capital
Management, L.P. ("HCM") to render investment advisory
services to the Fund pursuant to an Investment Advisory
Agreement, dated June 29, 2006, by and between HCM and the
Fund, which agreement was subsequently novated to Pyxis on
December 15, 2011 pursuant to a Novation of Investment
Advisory Agreement among HCM, Pyxis and the Fund (the
"Investment Advisory Agreement");
WHEREAS, Pyxis and NexPoint are both registered with the
Securities and Exchange Commission as investment advisers
under the Investment Advisers Act of 1940, as amended;
WHEREAS, Pyxis, NexPoint and the Fund desire that
NexPoint be substituted for Pyxis as the Fund's investment
adviser under the Investment Advisory Agreement in a
transaction which does not result in an "assignment" for
purposes of Section 15(a)(4) of the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, Pyxis desires to effect a novation of the
Investment Advisory Agreement so that NexPoint is substituted
for Pyxis as a party to such agreement and Pyxis is released
from its obligations under such agreement, NexPoint desires to
accept the novation thereof, and the Fund desires to consent
to such novation.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:
1. Novation and Acceptance. Subject to the terms and
conditions contained herein, Pyxis hereby effects a novation
of the Investment Advisory Agreement to substitute NexPoint
for Pyxis as a party to such agreement (the "Novation"), the
Fund hereby consents to such Novation and the Fund hereby
releases Pyxis from all of its duties and obligations under
the Investment Advisory Agreement, and NexPoint hereby accepts
the Novation and hereby releases Pyxis from all of its duties
and obligations under the Investment Advisory Agreement, and
assumes all rights, duties and obligations of Pyxis under such
agreement; provided, however, that nothing herein shall
release Pyxis from any liabilities arising from conduct
occurring prior to the date hereof, nor shall NexPoint be
liable to the Fund for any such liabilities.
2. Term. The Novation shall become effective as of the
date hereof and shall extend for so long as the terms
specified in Section 9 of the Investment Advisory Agreement
are satisfied or until terminated in accordance with said
Section 9.
3. No Termination. The parties agree that the Novation
shall not constitute an "assignment" of the Investment
Advisory Agreement for purposes of Section 9(d) of the
Investment Advisory Agreement or the 1940 Act, and that the
Investment Advisory Agreement, as so novated, shall remain in
full force and effect after the Novation.
4. Technical Amendment. The parties agree that all
references in the Investment Advisory Agreement to Pyxis shall
hereby be changed to NexPoint.
This agreement may be executed in multiple counterparts
and all counterparts so executed will constitute one and the
same agreement binding on all of the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this
Novation Agreement to be executed as of the day and year first
above written.
PYXIS CAPITAL, L.P.
By: Strand Advisors XVI, Inc., its general partner
By: ______________________
Name:
Title:
NEXPOINT ADVISORS, L.P.
By: NEXPOINT ADVISORS GP, LLC, Inc., its general partner
By:______________________
Name:
Title:
NEXPOINT CREDIT STRATEGIES FUND
By:______________________
Name:
Title:
