0001193125-14-279051 Sample Contracts

FORM OF CUSTODIAN AGREEMENT
Form 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”).

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FORM OF AGENCY AGREEMENT
Form 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”):

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