<SEC-DOCUMENT>0001752724-21-055613.txt : 20210317
<SEC-HEADER>0001752724-21-055613.hdr.sgml : 20210317
<ACCEPTANCE-DATETIME>20210317103341
ACCESSION NUMBER:		0001752724-21-055613
CONFORMED SUBMISSION TYPE:	N-CEN/A
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20201231
FILED AS OF DATE:		20210317
DATE AS OF CHANGE:		20210317
EFFECTIVENESS DATE:		20210317

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NexPoint Strategic Opportunities Fund
		CENTRAL INDEX KEY:			0001356115
		IRS NUMBER:				800139099
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-CEN/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21869
		FILM NUMBER:		21749131

	BUSINESS ADDRESS:	
		STREET 1:		200 CRESCENT COURT
		STREET 2:		SUITE 700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
		BUSINESS PHONE:		972-628-4100

	MAIL ADDRESS:	
		STREET 1:		200 CRESCENT COURT
		STREET 2:		SUITE 700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NexPoint Credit Strategies Fund
		DATE OF NAME CHANGE:	20120702

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Pyxis Credit Strategies Fund
		DATE OF NAME CHANGE:	20120109

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Highland Credit Strategies Fund
		DATE OF NAME CHANGE:	20060314
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-CEN/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
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<TYPE>LEGAL PROCEEDINGS
<SEQUENCE>2
<FILENAME>NHF_By_Laws.txt
<DESCRIPTION>HIGHLAND LEGAL PROCEEDINGS
<TEXT>
NEXPOINT STRATEGIC OPPORTUNITIES FUND
(formerly, Highland Credit Strategies Fund)

AMENDED AND RESTATED BY-LAWS
Dated as of June 19, 2020


TABLE OF CONTENTS







Page

DEFINITIONS


1





ARTICLE I Shareholder Meetings


1

1.1 Chairman


1

1.2 Proxies; Voting


1

1.3 Fixing Record Dates


1

1.4 Inspectors of Election


1

1.5 Records at Shareholder Meetings


1

1.6 Business to be Conducted at
Shareholder Meetings


2

1.7 Advance Notice of Shareholder
Business


2

1.8 Nomination of Trustees


4

1.9 Adjournments


8






ARTICLE II Trustees


9

2.1 Annual and Regular Meetings


9

2.2 Chairman; Records


9






ARTICLE III Officers


9

3.1 Officers of the Trust


9

3.2 Election and Tenure


9

3.3 Removal of Officers


9

3.4 Bonds and Surety


9

3.5 President and Vice Presidents


9

3.6 Secretary


10

3.7 Treasurer


10

3.8 Other Officers and Duties


10






ARTICLE IV Miscellaneous


10

4.1 Depositories


10

4.2 Signatures


10

4.3 Seal


10






ARTICLE V Stock Transfers


10

5.1 Transfer Agents, Registrars and
the Like


10

5.2 Transfer of Shares


10

5.3 Registered Shareholders


11






ARTICLE VI Amendment of Amended and
Restated By-Laws


11

6.1 Amendment and Repeal of Amended
and Restated By-Laws


11





NEXPOINT STRATEGIC OPPORTUNITIES FUND
AMENDED AND RESTATED BY-LAWS

       These Amended and Restated By-Laws (By-Laws) are made and adopted
pursuant to Section 3.9 of the Agreement and Declaration of Trust
establishing NexPoint Strategic Opportunities Fund dated as of the date
hereof, as from time to time amended (hereinafter called the Declaration).
All words and terms capitalized in these By-Laws and not otherwise defined
below shall have the meaning or meanings set forth for such words or terms in
the Declaration.

Definitions
Proposed Nominee shall have the meaning set forth in Section 1.8 of these By-
Laws
Proposed Nominee Associated Person of any Proposed Nominee shall mean (A) any
Person acting in concert with such Proposed Nominee, (B) any direct or
indirect beneficial owner of Shares owned of record or beneficially by such
Proposed Nominee or Person acting in concert with the Proposed Nominee and
(C) any Person controlling, controlled by or under common control with such
Proposed Nominee or a Proposed Nominee Associated Person.
Shareholder Associated Person of any beneficial or record Shareholder shall
mean (A) any Person acting in concert with such Shareholder, (B) any direct
or indirect beneficial owner of Shares owned of record or beneficially by
such Shareholder or any Person acting in concert with such Shareholder, (C)
any Person controlling, controlled by or under common control with such
Shareholder or a Shareholder Associated Person and (D) any member of the
immediate family of such Shareholder or Shareholder Associated Person.

ARTICLE I
Shareholder Meetings

       1.1 Chairman. The Chairman, if any, shall act as chairman at all
meetings of the Shareholders; in the Chairmans absence, the Trustee or
Trustees present at each meeting may elect a temporary chairman for the
meeting, who may be one of themselves.

       1.2 Proxies; Voting. Shareholders may vote either in person or by duly
executed proxy and each full share represented at the meeting shall have one
vote, all as provided in Article 10 of the Declaration.

       1.3 Fixing Record Dates. For the purpose of determining the
Shareholders who are entitled to notice of or to vote or act at any meeting,
including any adjournment thereof, or who are entitled to participate in any
dividends, or for any other proper purpose, the Trustees may from time to
time, without closing the transfer books, fix a record date in the manner
provided in Section 10.3 of the Declaration. If the Trustees do not prior to
any meeting of Shareholders so fix a record date or close the transfer books,
then the date of mailing notice of the meeting or the date upon which the
dividend resolution is adopted, as the case may be, shall be the record date.

       1.4 Inspectors of Election. In advance of any meeting of Shareholders,
the Trustees may appoint Inspectors of Election to act at the meeting or any
adjournment thereof. If Inspectors of Election are not so appointed, the
Chairman, if any, of any meeting of Shareholders may, and on the request of
any Shareholder or Shareholder proxy shall, appoint Inspectors of Election of
the meeting. The number of Inspectors of Election shall be either one or
three. If appointed at the meeting on the request of one or more Shareholders
or proxies, a majority of Shares present shall determine whether one or three
Inspectors of Election are to be appointed, but failure to allow such
determination by the Shareholders shall not affect the validity of the
appointment of Inspectors of Election. In case any person appointed as
Inspector of Election fails to appear or fails or refuses to act, the vacancy
may be filled by appointment made by the Trustees in advance of the convening
of the meeting or at the meeting by the person acting as chairman. The
Inspectors of Election shall determine the number of Shares outstanding, the
Shares represented at the meeting, the existence of a quorum, the
authenticity, validity and effect of proxies, shall receive votes, ballots or
consents, shall hear and determine all challenges and questions in any way
arising in connection with the right to vote, shall count and tabulate all
votes or consents, determine the results, and do such other acts as may be
proper to conduct the election or vote with fairness to all Shareholders. If
there are three Inspectors of Election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. On request of the Chairman, if any, of the meeting, or of any
Shareholder or Shareholder proxy, the Inspectors of Election shall make a
report in writing of any challenge or question or matter determined by them
and shall execute a certificate of any facts found by them.

       1.5 Records at Shareholder Meetings. At each meeting of the
Shareholders, there shall be made available for inspection at a convenient
time and place during normal business hours, if requested by Shareholders,
the minutes of the last previous Annual or Special Meeting of Shareholders of
the Trust and a list of the Shareholders of the Trust, as of the record date
of the meeting or the date of closing of transfer books, as the case may be.
Such list of Shareholders shall contain the name and the address of each
Shareholder in alphabetical order and the number of Shares owned by such
Shareholder. Shareholders shall have such other rights and procedures of
inspection of the books and records of the Trust as are granted to
shareholders of a Delaware business corporation.

       1.6 Business to be Conducted at Shareholder Meetings.
(a) With respect to an annual meeting of Shareholders held pursuant to
Section 10.1 of the Declaration, the notice of annual meeting provided to
Shareholders under Section 10.3 of the Declaration shall state the purpose or
purposes for which such meeting is to be held and shall include a statement
that such purposes include: The transaction of such other proper business as
may properly come before the annual meeting.
(b) With respect to a special meeting of Shareholders called by a majority of
the Trustees, the President or Shareholders pursuant to Section 10.1 of the
Declaration, the notice of special meeting provided to Shareholders under
Section 10.3 of the Declaration shall state the purpose or purposes for which
such meeting is to be held and shall not provide for the transaction of any
business other than the particular purpose specified in the notice of the
special meeting. Only the business stated in the notice of a special meeting
may be conducted at such special meeting.
1.7 Advance Notice of Shareholder Business.
(a) In order for business to be properly brought before the annual meeting by
any Shareholder of record of the Trust, such Shareholder must:
(i) be a Shareholder of record on the date such Shareholder gives the
notice provided for in this Section 1.7 and on the record date for the
determination of Shareholders entitled to notice of and to vote at such
annual meeting;
(ii) have held beneficially and at risk (within the meaning of Section
1.7(d)(ii)(B)(5)), continuously through the period between the dates
referred to in Section 1.7(a)(i) above and for at least one year prior
to the date such Shareholder gives the notice provided for in this
Section 1.7, at least $5,000 in market value of the Trusts Shares;
(iii) provide proof sufficient to the Trustees that the Shareholder
making a proposal under this Section 1.7 has met the requirements
stated in Section 1.7(a)(ii) above; and
(iv) comply with the notice procedures set forth in this Section 1.7.
(b) In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a Shareholder, (i) the proposal
must relate to a matter on which Shareholders are entitled to vote under the
Declaration and (ii) the Shareholder of record making such proposal must have
given timely notice thereof in proper written form to the Secretary of the
Trust.
(c) To be timely, a record Shareholders notice to the Secretary must be
delivered to or be mailed and received at the principal executive offices of
the Trust not less than one hundred and twenty (120) days nor more than one
hundred and fifty (150) days prior to the anniversary date of the immediately
preceding annual meeting of Shareholders; provided, however, that in the
event that the annual meeting is called for a date that is not within twenty-
five (25) days before or after such anniversary date, notice by the
Shareholder of record in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first
occurs. In no event shall the adjournment or postponement of an annual
meeting, or the public announcement of such an adjournment or postponement,
commence a new time period (or extend any time period) for the giving of a
record Shareholders notice as described above.
(d) To be in proper written form, a record Shareholders notice to the
Secretary must set forth the following information:
(i) as to each matter such Shareholder of record proposes to bring
before the annual meeting, a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, and
(ii) as to the record Shareholder giving notice and the beneficial
owner, if any, on whose behalf the proposal is being made,
(A)    the name and address of such person and of any Shareholder
Associated Person;
(B) 	(1) the class or series and number of all Shares which are
owned beneficially or of record by such person and any
Shareholder Associated Person;
(2) the name of each nominee holder of Shares owned
beneficially but not of record by such person or any
Shareholder Associated Person, and the number of such
Shares held by each such nominee holder,
(3) whether and the extent to which any derivative
instrument, swap, option, warrant, short interest, hedge or
profit interest or other transaction has been entered into
by or on behalf of such person, or any Shareholder
Associated Person, with respect to Shares,
(4) whether and the extent to which any other transaction,
agreement, arrangement or understanding (including any
short position or any borrowing or lending of Shares) has
been made by or on behalf of such person, or any
Shareholder Associated Person, the effect or intent of any
of the foregoing being to mitigate loss to, or to manage
risk or benefit of share price changes for, such person, or
any Shareholder Associated Person, or to increase or
decrease the voting power or pecuniary or economic interest
of such person, or any Shareholder Associated Person, with
respect to Shares;
(5) Shares corresponding to any derivative instrument,
swap, option, short interest, hedge, profit interest,
transaction agreement, arrangement or understanding
(including any pledging or lending of shares) made or
entered into by or on behalf of a person the effect or
intent of which was or is to mitigate loss to or manage
risk of beneficial share price or value changes, shall not
be considered to be held at risk;
(C)    a description of all agreements, arrangements, or
understandings (whether written or oral) between or among such
person, or any Shareholder Associated Person, and any other
Person or Persons (including their names) in connection with the
proposal of such business and any material interest of such
person or any Shareholder Associated Person, in such business,
including any anticipated benefit therefrom to such person, or
any Shareholder Associated Person;
(D)   a representation that the Shareholder of record giving
notice intends(1) to continue to hold the requisite Shares
beneficially and at risk (within the meaning of Section
1.7(d)(ii)(B)(5)) through the date of the annual meeting and (2)
to appear in person or by proxy at the annual meeting to bring
such business before the meeting; and
(E)    information relating to such person or any Shareholder
Associated Person that would be required to be disclosed in a
proxy statement or other filing required to be made in connection
with the solicitation of proxies by such person with respect to
the proposed business to be brought by such person before the
annual meeting pursuant to Section 14 of the Exchange Act.
(e) A Shareholder of record providing notice of business proposed to be
brought before an annual meeting shall further update and supplement such
notice, if necessary, so that the information provided or required to be
provided in such notice pursuant to this Section 1.7 shall be true and
correct as of the record date for determining the Shareholders entitled to
receive notice of the annual meeting and such update and supplement shall be
delivered to or be mailed and received by the Secretary at the principal
executive offices of the Trust not later than five business days after the
record date for determining the Shareholders entitled to receive notice of
the annual meeting.
(f) A Shareholder of record providing notice of business proposed to be
brought before an annual meeting shall provide any additional information as
may be requested by the Trustees for the purposes of verifying that the
requirements of this Section 1.7 have been met.
(g) No business (other than nominations for election to the Board of
Trustees, which must comply with the provisions of Section 1.8) sought by
Shareholders to be brought before an annual meeting of Shareholders shall be
conducted at the annual meeting of Shareholders except business brought
before the annual meeting in accordance with the procedures set forth in this
Section 1.7. If the Chairman of an annual meeting determines that business
was not properly brought before the annual meeting in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall
not be transacted.
(h) Nothing contained in this Section 1.7 shall be deemed to affect any
rights of Shareholders to request inclusion of proposals in the Trusts proxy
statement pursuant to Rule 14a-8 under the Exchange Act (or any successor
provision of law).

	1.8 Nomination of Trustees.
(a) Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Trustees of the Trust.
Nominations of persons for election to the Board of Trustees may be made only
at any annual meeting of Shareholders, or at any special meeting in lieu of
the annual meeting of Shareholders:
(i) by or at the direction of the Board of Trustees (or any duly
authorized committee thereof), or
       (ii) by any Shareholder of record, or group of Shareholders of record,
of the Trust:
(A) who is a Shareholder or are Shareholders of record on
the date such Shareholder(s) give the notice provided for
in this Section 1.8 and on the record date for the
determination of Shareholders entitled to notice of and to
vote at such annual meeting or special meeting in lieu of
an annual meeting
(B) who has held beneficially and at risk (within the
meaning of Section 1.7(d)(ii)(B)(5)), continuously through
the period between the dates referred to in Section
1.8(a)(ii)(A) above and for at least one year prior to the
date such Shareholder gives the notice provided for in this
Section 1.8, at least $5,000 in market value of the Trusts
Shares;
(C) who has provided proof sufficient to the Trustees that
the Shareholder making a proposal under this Section 1.8
has met the requirements stated in Section 1.8(a)(ii)(A)
above; and
(D) who complies with the notice procedures set forth in
this Section 1.8.
(b) In addition to any other applicable requirements, for a nomination
to be made by a Shareholder of record, or group of Shareholders of
record, such Shareholder must have given timely notice thereof in
proper written form to the Secretary of the Trust.
(c) To be timely, a record Shareholders notice to the Secretary must be
delivered to or be mailed and received at the principal executive
offices of the Trust:
(i) in the case of an annual meeting, not less than one hundred
and twenty (120) days nor more than one hundred and fifty (150)
days prior to the anniversary date of the immediately preceding
annual meeting of Shareholders; provided, however, that in the
event that the annual meeting is called for a date that is not
within twenty-five (25) days before or after such anniversary
date, notice by the Shareholder of record in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first
occurs;
(ii) in the case of a special meeting of Shareholders in lieu of
an annual meeting, not later than the close of business on the
tenth (10th) day following the day on which notice of the date of
the special meeting was mailed or public disclosure of the date
of the special meeting was made, whichever first occurs; and
(iii) in no event shall the adjournment or postponement of an
annual meeting or such a special meeting in lieu of an annual
meeting, or the public announcement of such an adjournment or
postponement, commence a new time period (or extend any time
period) for the giving of a Shareholders notice as described
above.
(d) To be in proper written form, a record Shareholders notice to the
Secretary must set forth the following information:
(i) as to each person whom the Shareholder of record proposes to
nominate for election as a trustee (a Proposed Nominee) and any
Proposed Nominee Associated Person:
(A) the name, age, business address and residence address
of such Proposed Nominee and of any Proposed Nominee
Associated Person;
(B) the principal occupation or employment of such Proposed
Nominee;
(C)	(1) the class or series and number of all Shares
which are owned beneficially or of record, directly
or indirectly, by such Proposed Nominee and any
Proposed Nominee Associated Person, and the name and
address of the record holder(s) of such Shares (if
different than the beneficial owner(s)) as they
appear on the records of the Trust,
(2) the name of each nominee holder of Shares owned
beneficially but not of record by such Proposed
Nominee or any Proposed Nominee Associated Person,
and the number of such Shares held by each such
nominee holder,
(3) whether and the extent to which any derivative
instrument, swap, option, warrant, short interest,
hedge or profit interest or other transaction has
been entered into by or on behalf of such Proposed
Nominee, or any Proposed Nominee Associated Person,
with respect to Shares,
(4) whether and the extent to which any other
transaction, agreement, arrangement or understanding
(including any short position or any borrowing or
lending of Shares) has been made by or on behalf of
such Proposed Nominee, or any Proposed Nominee
Associated Person, the effect or intent of any of the
foregoing being to mitigate loss to, or to manage
risk or benefit of share price changes for, such
Proposed Nominee, or any Proposed Nominee Associated
Person, or to increase or decrease the voting power
or pecuniary or economic interest of such Proposed
Nominee, or any Proposed Nominee Associated Person,
with respect to the Shares;
(5) For so long as the Trust shall remain registered
as an investment company under the 1940 Act, a
representation as to whether such Proposed Nominee is
an interested person, as defined under Section
2(a)(19) of the 1940 Act and sufficient information
about the Proposed Nominee to permit counsel to the
Trust to confirm such representation, including
information with respect to each relationship set
forth in Section 2(a)(19) of the 1940 Act which may
cause such Proposed Nominee to be an interested
person of the Trust or a representation that no such
relationship exists;
(6) information to establish to the satisfaction of
the Board of Trustees that the Proposed Nominee
satisfies the trustee qualifications then in effect;
and
(D) any other information relating to such Proposed Nominee
or Proposed Nominee Associated Person that would be
required to be disclosed in a proxy statement or other
filings required to be made in connection with
solicitations of proxies for election of Trustees in an
election contest pursuant to Section 14 of the Exchange Act
(even if an election contest is not involved); and
(ii) as to the Shareholder of record giving the notice, and the
beneficial owner, if any, on whose behalf the nomination is being
made,
(A) the name and record address of such person and of any
Shareholder Associated Person;
(B)	(1) the class or series and number of all Shares
which are owned beneficially or of record by such
person and any Shareholder Associated Person,
(2) the name of each nominee holder of Shares of the
Trust owned beneficially but not of record by such
person or any Shareholder Associated Person, and the
number of Shares held by each such nominee holder,
(3) whether and the extent to which any derivative
instrument, swap, option, warrant, short interest,
hedge or profit interest or other transaction has
been entered into by or on behalf of such person, or
any Shareholder Associated Person, with respect to
Shares of the Trust, and
(4) whether and the extent to which any other
transaction, agreement, arrangement or understanding
(including any short position or any borrowing or
lending of Shares) has been made by or on behalf of
such person, or any Shareholder Associated Person,
the effect or intent of any of the foregoing being to
mitigate loss to, or to manage risk or benefit of
share price changes for, such person, or any
Shareholder Associated Person, or to increase or
decrease the voting power or pecuniary or economic
interest of such person, or any Shareholder
Associated Person, with respect to Shares;
(C) a description of all agreements, arrangements, or
understandings (whether written or oral) between such
person, or any Shareholder Associated Person, and any
proposed nominee or any other person or persons (including
their names) pursuant to which the nomination(s) are being
made by such person, and any material interest of such
person, or any Shareholder Associated Person, in such
nomination, including any anticipated benefit therefrom to
such person, or any Shareholder Associated Person;
(D) a representation that the Shareholder, or group of
Shareholders, giving notice intends (1) to continue to hold
the requisite Shares beneficially and at risk (within the
meaning of Section 1.7(d)(ii)(B)(5)) through the date of
the annual meeting and (2) to appear in person or by proxy
at the annual meeting or special meeting in lieu of an
annual meeting to nominate the persons named in its notice;
(E) any other information relating to such person that
would be required to be disclosed in a proxy statement or
other filings required to be made in connection with the
solicitation of proxies for election of Trustees in an
election contest pursuant to Section 14 of the Exchange Act
(even if an election contest is not involved).
(iii) Such notice must be accompanied by a written consent of
each Proposed Nominee to being named as a nominee and to serve as
a trustee if elected.
(e) A Shareholder of record, or group of Shareholders of record,
providing notice of any nomination proposed to be made at an annual
meeting or special meeting in lieu of an annual meeting shall further
update and supplement such notice, if necessary, so that:
(i) the information provided or required to be provided in such
notice pursuant to this Section 1.8 shall be true and correct as
of the record date for determining the Shareholders entitled to
receive notice of the annual meeting or special meeting in lieu
of an annual meeting, and such update and supplement shall be
delivered to or be mailed and received by the Secretary at the
principal executive offices of the Trust not later than five (5)
business days after the record date for determining the
Shareholders entitled to receive notice of such annual meeting or
special meeting in lieu of an annual meeting; and
(ii) any subsequent information reasonably requested by the Board
of Trustees to determine that the Proposed Nominee has met the
trustee qualifications then in effect is provided, and such
update and supplement shall be delivered to or be mailed and
received by the Secretary at the principal executive offices of
the Trust not later than five (5) business days after the request
by the Board of Trustees for subsequent information regarding
trustee qualifications has been delivered to or mailed and
received by such Shareholder of record, or group of Shareholders
of record, providing notice of any nomination.
(f) No person shall be eligible for election as a trustee of the Trust
unless nominated in accordance with the procedures set forth in this
Section 1.8. If the Chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures,
the Chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
(g) Notwithstanding any provision of this Section 1.8 to the contrary,
a nomination of persons for election to the Board of Trustees may be
submitted for inclusion in the Trusts proxy materials to the extent
required by rules adopted by the SEC providing for such nominations and
inclusion and interpretations thereof (proxy access rules), if any,
and, if such nomination is submitted under the proxy access rules, such
submission:
(i) in order to be timely, must be delivered to, or be mailed and
received by, the Secretary at the principal executive offices of
the Trust no later than 120 calendar days before the date that
the Trust mailed (or otherwise disseminated) its proxy materials
for the prior years annual meeting (or such other date as may be
set forth in the proxy access rules for companies without advance
notice bylaws);
(ii) in all other respects, must be made pursuant to, and in
accordance with, the terms of the proxy access rules, as in
effect at the time of the nomination, or any successor rules or
regulations of the SEC then in effect; and
(iii) must provide the Trust with any other information required
by this Section 1.8, by applicable binding law, the Declaration
or a resolution of the Trustees for nominations not made under
the proxy access rules, except to the extent that requiring such
information to be furnished is prohibited by the proxy access
rules. The provisions of this paragraph of this Section 1.8 do
not provide Shareholders of the Trust with any rights, nor impose
upon the Trust any obligations, other than the rights and
obligations set forth in the proxy access rules.

       1.9 Adjournments. The Chairman of any meeting of the Shareholders may
adjourn the meeting from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place, if any, thereof and the means of remote communications, if any, by
which Shareholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Fund may transact any
business which might have been transacted at the original meeting. If after
the adjournment a new record date is fixed for the adjourned meeting, notice
of the adjourned meeting in accordance with the requirements of Section 10.3
of the Declaration shall be given to each Shareholder of record entitled to
vote at the meeting and each other Shareholder entitled to notice of the
meeting.

ARTICLE II
TRUSTEES

       2.1 Annual and Regular Meetings. Meetings of the Trustees shall be held
from time to time upon the call of the Chairman, if any, the President, the
Secretary or any two Trustees. Regular meetings of the Trustees may be held
without call or notice and shall generally be held quarterly. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Trustees need be stated in the notice or waiver of notice of such meeting,
and no notice need be given of action proposed to be taken by unanimous
written consent.

       2.2 Chairman; Records. The Chairman, if any, shall act as chairman at
all meetings of the Trustees; in absence of a chairman, the Trustees present
shall elect one of their number to act as temporary chairman. The results of
all actions taken at a meeting of the Trustees, or by unanimous written
consent of the Trustees, shall be recorded by the person appointed by the
Board of Trustees as the meeting secretary.

ARTICLE III
OFFICERS

       3.1 Officers of the Trust. The officers of the Trust shall consist of a
President, a Secretary, a Treasurer and such other officers or assistant
officers as may be elected or authorized by the Trustees. Any two or more of
the offices may be held by the same Person, except that the same person may
not be both President and Secretary. No other officer of the Trust need be a
Trustee.

       3.2 Election and Tenure. At the initial organization meeting, the
Trustees shall elect the Chairman, if any, President, Secretary, Treasurer
and such other officers as the Trustees shall deem necessary or appropriate
in order to carry out the business of the Trust. Such officers shall serve at
the pleasure of the Trustees or until their successors have been duly elected
and qualified. The Trustees may fill any vacancy in office or add any
additional officers at any time.

       3.3 Removal of Officers. Any officer may be removed at any time, with
or without cause, by action of a majority of the Trustees. This provision
shall not prevent the making of a contract of employment for a definite term
with any officer and shall have no effect upon any cause of action which any
officer may have as a result of removal in breach of a contract of
employment. Any officer may resign at any time by notice in writing signed by
such officer and delivered or mailed to the Chairman, if any, President, or
Secretary, and such resignation shall take effect immediately upon receipt by
the Chairman, if any, President, or Secretary, or at a later date according
to the terms of such notice in writing.

       3.4 Bonds and Surety. Any officer may be required by the Trustees to be
bonded for the faithful performance of such officers duties in such amount
and with such sureties as the Trustees may determine.

       3.5 President and Vice Presidents. The President shall be the chief
executive officer of the Trust and, subject to the control of the Trustees,
shall have general supervision, direction and control of the business of the
Trust and of its employees and shall exercise such general powers of
management as are usually vested in the office of President of a corporation.
Subject to direction of the Trustees, the President shall each have power in
the name and on behalf of the Trust to execute any and all loans, documents,
contracts, agreements, deeds, mortgages, registration statements,
applications, requests, filings and other instruments in writing, and to
employ and discharge employees and agents of the Trust. Unless otherwise
directed by the Trustees, the President shall have full authority and power,
on behalf of all of the Trustees, to attend and to act and to vote, on behalf
of the Trust at any meetings of business organizations in which the Trust
holds an interest, or to confer such powers upon any other persons, by
executing any proxies duly authorizing such persons. The President shall have
such further authorities and duties as the Trustees shall from time to time
determine. In the absence or disability of the President, the Vice-Presidents
in order of their rank as fixed by the Trustees or, if more than one and not
ranked, the Vice-President designated by the Trustees, shall perform all of
the duties of the President, and when so acting shall have all the powers of
and be subject to all of the restrictions upon the President. Subject to the
direction of the Trustees, and of the President, each Vice-President shall
have the power in the name and on behalf of the Trust to execute any and all
instruments in writing, and, in addition, shall have such other duties and
powers as shall be designated from time to time by the Trustees or by the
President.

       3.6 Secretary. The Secretary shall maintain the minutes of all meetings
of, and record all votes of, Shareholders, Trustees and the Executive
Committee, if any. The Secretary shall be custodian of the seal of the Trust,
if any, and the Secretary (and any other person so authorized by the
Trustees) shall affix the seal, or if permitted, facsimile thereof, to any
instrument executed by the Trust which would be sealed by a Delaware business
corporation executing the same or a similar instrument and shall attest the
seal and the signature or signatures of the officer or officers executing
such instrument on behalf of the Trust. The Secretary shall also perform any
other duties commonly incident to such office in a Delaware business
corporation, and shall have such other authorities and duties as the Trustees
shall from time to time determine.

       3.7 Treasurer. Except as otherwise directed by the Trustees, the
Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees and
of the President all powers and duties normally incident to the office. The
Treasurer may endorse for deposit or collection all notes, checks and other
instruments payable to the Trust or to its order. The Treasurer shall deposit
all funds of the Trust in such depositories as the Trustees shall designate.
The Treasurer shall be responsible for such disbursement of the funds of the
Trust as may be ordered by the Trustees or the President. The Treasurer shall
keep accurate account of the books of the Trusts transactions which shall be
the property of the Trust, and which together with all other property of the
Trust in the Treasurers possession, shall be subject at all times to the
inspection and control of the Trustees. Unless the Trustees shall otherwise
determine, the Treasurer shall be the principal accounting officer of the
Trust and shall also be the principal financial officer of the Trust. The
Treasurer shall have such other duties and authorities as the Trustees shall
from time to time determine. Notwithstanding anything to the contrary herein
contained, the Trustees may authorize any adviser, administrator, manager or
transfer agent to maintain bank accounts and deposit and disburse funds of
any series of the Trust on behalf of such series.

       3.8 Other Officers and Duties. The Trustees may elect such other
officers and assistant officers as they shall from time to time determine to
be necessary or desirable in order to conduct the business of the Trust.
Assistant officers shall act generally in the absence of the officer whom
they assist and shall assist that officer in the duties of the office. Each
officer, employee and agent of the Trust shall have such other duties and
authority as may be conferred upon such person by the Trustees or delegated
to such person by the President.

ARTICLE IV
MISCELLANEOUS

       4.1 Depositories. In accordance with Section 7.1 of the Declaration,
the funds of the Trust shall be deposited in such custodians as the Trustees
shall designate and shall be drawn out on checks, drafts or other orders
signed by such officer, officers, agent or agents (including the adviser,
administrator or manager), as the Trustees may from time to time authorize.

       4.2 Signatures. All contracts and other instruments shall be executed
on behalf of the Trust by its properly authorized officers, agent or agents,
as provided in the Declaration or By-Laws or as the Trustees may from time to
time by resolution provide.

       4.3 Seal. The Trust is not required to have any seal, and the adoption
or use of a seal shall be purely ornamental and be of no legal effect. The
seal, if any, of the Trust may be affixed to any instrument, and the seal and
its attestation may be lithographed, engraved or otherwise printed on any
document with the same force and effect as if it had been imprinted and
affixed manually in the same manner and with the same force and effect as if
done by a Delaware business corporation. The presence or absence of a seal
shall have no effect on the validity, enforceability or binding nature of any
document or instrument that is otherwise duly authorized, executed and
delivered.

ARTICLE V
STOCK TRANSFERS

       5.1 Transfer Agents, Registrars and the Like. As provided in
Section 6.7 of the Declaration, the Trustees shall have authority to employ
and compensate such transfer agents and registrars with respect to the Shares
of the Trust as the Trustees shall deem necessary or desirable. In addition,
the Trustees shall have power to employ and compensate such dividend
disbursing agents, warrant agents and agents for the reinvestment of
dividends as they shall deem necessary or desirable. Any of such agents shall
have such power and authority as is delegated to any of them by the Trustees.

       5.2 Transfer of Shares. The Shares of the Trust shall be transferable
on the books of the Trust only upon delivery to the Trustees or a transfer
agent of the Trust of proper documentation as provided in Section 6.8 of the
Declaration. The Trust, or its transfer agents, shall be authorized to refuse
any transfer unless and until presentation of such evidence as may be
reasonably required to show that the requested transfer is proper.

       5.3 Registered Shareholders. The Trust may deem and treat the holder of
record of any Shares as the absolute owner thereof for all purposes and shall
not be required to take any notice of any right or claim of right of any
other person.

ARTICLE VI
AMENDMENT OF BY-LAWS

       6.1 Amendment and Repeal of By-Laws. In accordance with Section 3.9 of
the Declaration, the Trustees shall have the exclusive power to amend or
repeal the By-Laws or adopt new By-Laws at any time. Action by the Trustees
with respect to the By-Laws shall be taken by an affirmative vote of a
majority of the Trustees. The Trustees shall in no event adopt By-Laws which
are in conflict with the Declaration, and any apparent inconsistency shall be
construed in favor of the related provisions in the Declaration.
307036436 v2
14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>LEGAL PROCEEDINGS
<SEQUENCE>3
<FILENAME>NHF_Declaration_of_Trust.txt
<DESCRIPTION>HIGHLAND LEGAL PROCEEDINGS
<TEXT>
NEXPOINT STRATEGIC OPPORTUNITIES FUND
AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

As of August 28, 2020

TABLE OF CONTENTS

ARTICLE I
The Trust

Page
1.1
Name
1
1.2
Definitions
1

ARTICLE II
Trustees

2.1
Number and Qualification
3
2.2
Term and Election
3
2.3
Resignation and Removal
3
2.4
Vacancies
4
2.5
Meetings
4
2.6
Trustee Action by Written Consent
5
2.7
Officers
5

ARTICLE III
Powers and Duties of Trustees

3.1
General
5
3.2
Investments
5
3.3
Legal Title
5
3.4
Issuance and Repurchase of Shares
6
3.5
Borrow Money or Utilize Leverage
6
3.6
Delegation; Committees
6
3.7
Collection and Payment
6
3.8
Expenses
6
3.9
By-Laws
7
3.10
Miscellaneous Powers
7
3.11
Further Powers
7

ARTICLE IV
Advisory, Management and Distribution Arrangements




4.1
Advisory and Management Arrangements
8
4.2
Distribution Arrangements
8
4.3
Parties to Contract
8

ARTICLE V
Limitations of Liability and Indemnification




5.1
No Personal Liability of Shareholders, Trustees, etc.
8
5.2
Mandatory Indemnification
9
5.3
No Bond Required of Trustees
10
5.4
No Duty of Investigation; No Notice in Trust Instruments, etc.
10
5.5
Reliance on Experts, etc.
10

ARTICLE VI
Shares of Beneficial Interest




6.1
Beneficial Interest
11
6.2
Other Securities
11
6.3
Rights of Shareholders
11
6.4
Trust Only
11
6.5
Issuance of Shares
11
6.6
Register of Shares




12


Page
6.7
Transfer Agent and Registrar
12
6.8
Transfer of Shares
12
6.9
Notices
12

ARTICLE VII
Custodians




7.1
Appointment and Duties
13
7.2
Central Certificate System
13

ARTICLE VIII
Redemption




8.1
Redemptions
13
8.2
Disclosure of Holding
14

ARTICLE IX
Determination of Net Asset Value Net Income and Distributions




9.1
Net Asset Value
14
9.2
Distributions to Shareholders
14
9.3
Power to Modify Foregoing Procedures
14

ARTICLE X
Shareholders




10.1
Meetings of Shareholders
15
10.2
Voting
15
10.3
Notice of Meeting and Record Date
15
10.4
Quorum and Required Vote
15
10.5
Proxies, etc.
16
10.6
Reports
16
10.7
Inspection of Records
16
10.8
Shareholder Action by Written Consent
17

ARTICLE XI
Duration; Termination of Trust; Amendment; Mergers,
Etc.




11.1
Duration
17
11.2
Termination
17
11.3
Amendment Procedure
17
11.4
Merger, Consolidation and Sale of Assets
18
11.5
Subsidiaries
18
11.6
Conversion
18
11.7
Certain Transactions
19

ARTICLE XII
Miscellaneous




12.1
Filing
20
12.2
Resident Agent
20
12.3
Governing Law
20
12.4
Counterparts
21
12.5
Reliance by Third Parties
21
12.6
Provisions in Conflict with Law or Regulation
21


NEXPOINT STRATEGIC OPPORTUNITIES FUND
AGREEMENT AND DECLARATION OF TRUST

       AGREEMENT AND DECLARATION OF TRUST initially
made as of March 10, 2006, by the Trustees
hereunder, and by the holders of shares of
beneficial interest issued hereunder as hereinafter
provided, and amended and/or restated from time to
time, most recently as of August 28, 2020.

       WHEREAS, this Trust has been formed to carry
on business as set forth more particularly
hereinafter;

       WHEREAS, this Trust is authorized to issue an
unlimited number of its shares of beneficial
interest all in accordance with the provisions
hereinafter set forth;

       WHEREAS, the Trustees have agreed to manage
all property coming into their hands as Trustees of
a Delaware statutory trust in accordance with the
provisions hereinafter set forth; and

       WHEREAS, the parties hereto intend that the
Trust created by this Declaration and the
Certificate of Trust filed with the Secretary of
State of the State of Delaware on March 10, 2006
shall constitute a statutory trust under the
Delaware Statutory Trust Act and that this
Declaration shall constitute the governing
instrument of such statutory trust.

       NOW, THEREFORE, the Trustees hereby declare
that they will hold all cash, securities, and other
assets which they may from time to time acquire in
any manner as Trustees hereunder IN TRUST to manage
and dispose of the same upon the following terms and
conditions for the benefit of the holders from time
to time of shares of beneficial interest in this
Trust as hereinafter set forth.

ARTICLE I

THE TRUST

       1.1 Name. This Trust shall be known as the
NexPoint Strategic Opportunities Fund and the
Trustees shall conduct the business of the Trust
under that name or any other name or names as they
may from time to time determine.

       1.2 Definitions. As used in this Declaration,
the following terms shall have the following
meanings:

       1940 Act shall mean the Investment Company Act
of 1940 and the rules and regulations promulgated
thereunder and exemptions granted therefrom, as
amended from time to time.

       Affiliated Person shall, for so long as the
Trust shall remain registered as an investment
company under the 1940 Act, have the meanings given
to it in the 1940 Act.

       Assignment shall, for so long as the Trust
shall remain registered as an investment company
under the 1940 Act, have the meanings given to it in
the 1940 Act.

       By-Laws shall mean the By-Laws of the Trust as
amended from time to time by the Trustees, which By-
Laws are expressly herein incorporated by reference
as part of the governing instrument within the
meaning of the DSTA.

       Code shall mean the Internal Revenue Code of
1986, as amended, and the regulations promulgated
thereunder.

       Commission shall mean the Securities and
Exchange Commission.

       Declaration shall mean this Agreement and
Declaration of Trust, as amended, supplemented or
amended and restated from time to time.

       Delaware Statutory Trust Act or DSTA shall
mean the provisions of the Delaware Statutory Trust
Act, 12 Del. C. 3801, et seq., as such Act may be
amended from time to time.

       Fundamental Policies shall, for so long as the
Trust shall remain registered as an investment
company under the 1940 Act, mean the investment
policies and restrictions as set forth from time to
time in any Registration Statement of the Trust
filed with the Commission and designated as
fundamental policies therein, as they may be amended
from time to time in accordance with the
requirements of the 1940 Act.

       Interested Person shall, for so long as the
Trust shall remain registered as an investment
company under the 1940 Act, have the meanings given
to it in the 1940 Act.

       Majority Shareholder Vote shall, for so long
as the Trust shall remain registered as an
investment company under the 1940 Act, mean a vote
of a majority of the outstanding voting securities
(as such term is defined in the 1940 Act) of the
Trust with each class and series of Shares voting
together as a single class, except to the extent
otherwise required by the 1940 Act or this
Declaration with respect to any one or more classes
or series of Shares, in which case the applicable
proportion of such classes or series of Shares
voting as a separate class or series, as case may
be, also will be required.

       Person shall mean and include individuals,
corporations, partnerships, trusts, limited
liability companies, associations, joint ventures
and other entities, whether or not legal entities,
and governments and agencies and political
subdivisions thereof.

       Principal Underwriter shall, for so long as the
Trust shall remain registered as an investment
company under the 1940 Act, have the meanings given
to it in the 1940 Act.

       Prospectus shall mean the Prospectus of the
Trust, if any, as in effect from time to time under
the Securities Act of 1933, as amended.

       Shareholders shall mean as of any particular
time the holders of record of outstanding Shares of
the Trust, at such time.

       Shares shall mean the transferable units of
beneficial interest into which the beneficial
interest in the Trust shall be divided from time to
time and includes fractions of Shares as well as
whole Shares. In addition, Shares also means any
preferred shares or preferred units of beneficial
interest which may be issued from time to time, as
described herein. All references to Shares shall be
deemed to be Shares of any or all series or classes
as the context may require.

       Trust shall mean the trust established by this
Declaration, as amended from time to time, inclusive
of each such amendment.

       Trust Property shall mean as of any particular
time any and all property, real or personal,
tangible or intangible, which at such time is owned
or held by or for the account of the Trust or the
Trustees in such capacity.

       Trustees shall mean the signatories to this
Declaration, so long as they shall continue in
office in accordance with the terms hereof, and all
other persons who at the time in question have been
duly elected or appointed and have qualified as
trustees in accordance with the provisions hereof
and are then in office.

ARTICLE II

TRUSTEES

       2.1 Number and Qualification. The number of
Trustees shall be determined by a written instrument
signed by a majority of the Trustees then in office.
Except as otherwise provided from time to time by a
majority of the Trustees, the number of Trustees
shall be no less than two or more than eleven. No
reduction in the number of Trustees shall have the
effect of removing any Trustee from office prior to
the expiration of his term. An individual nominated
as a Trustee shall be at least 21 years of age and
not older than 80 years of age at the time of
nomination, shall not be under legal disability and
shall have such other qualifications, satisfy such
other requirements and be subject to such other
limitations as may be determined from time to time
by a majority of the Trustees. Trustees need not own
Shares and may succeed themselves in office.

       2.2 Term and Election. The Board of Trustees
shall be divided into three classes, designated Class
I, Class II and Class III. Each class shall consist,
as nearly as may be possible, of one-third of the
total number of trustees constituting the entire
Board of Trustees. Within the limits above specified,
the number of the Trustees in each class shall be
determined by resolution of the Board of Trustees. As
of the date hereof, the term of office of the Class I
Trustee(s) shall expire at the annual meeting of the
Trust held in 2022, the term of office of the Class
II Trustee(s) shall expire at the annual meeting of
the Trust held in 2020 and the term of office of the
Class III Trustee(s) shall expire at the annual
meeting of the Trust held in 2021. Upon expiration of
the term of office of each class as set forth above,
the number of Trustees in such class, as determined
by the Board of Trustees, shall be elected for a term
expiring on the date of the third annual meeting of
Shareholders or special meeting in lieu thereof
following such expiration to succeed the Trustees
whose terms of office expire. The Trustees shall be
elected at an annual meeting of the Shareholders or
special meeting in lieu thereof called for that
purpose by a majority of the Trustees then in office
or, if no such Trustee then exists, by the President,
and each Trustee elected shall hold office until his
or her successor shall have been elected and shall
have qualified; provided that the term of office of
a Trustee shall terminate and a vacancy shall occur
in the event of the death, resignation, removal,
bankruptcy, adjudicated incompetence or other
incapacity to perform the duties of the office of a
Trustee.

       2.3 Resignation and Removal. Any of the
Trustees may resign their trust (without need for
prior or subsequent accounting) by an instrument in
writing signed by such Trustee and delivered or
mailed to the Trustees or the Chairman, if any, the
President or the Secretary and such resignation
shall be effective upon such delivery, or at a later
date according to the terms of the instrument. Any
of the Trustees may be removed (provided the
aggregate number of Trustees after such removal
shall not be less than the minimum number required
by Section 2.1 hereof), with or without cause, by
the affirmative vote of a majority of the remaining
Trustees. Upon the resignation or removal of a
Trustee, each such resigning or removed Trustee
shall execute and deliver such documents as the
remaining Trustees shall require for the purpose of
conveying to the Trust or the remaining Trustees any
Trust Property held in the name of such resigning or
removed Trustee. Upon the incapacity or death of any
Trustee, such Trustees legal representative shall
execute and deliver on such Trustees behalf such
documents as the remaining Trustees shall require as
provided in the preceding sentence.

       2.4 Vacancies. Whenever a vacancy in the Board
of Trustees shall occur, the remaining Trustees may
fill such vacancy by appointing an individual having
the qualifications applicable to Trustees by a
written instrument signed by a majority of the
Trustees then in office or may leave such vacancy
unfilled or may reduce the number of Trustees;
provided the aggregate number of Trustees after such
reduction shall not be less than the minimum number
required by Section 2.1 hereof; provided, further,
that if the Shareholders of any class or series of
Shares are entitled separately to elect one or more
Trustees, a majority of the remaining Trustees or
the sole remaining Trustee elected by that class or
series may fill any vacancy among the number of
Trustees elected by that class or series. Any
vacancy created by an increase in Trustees may be
filled by the appointment of an individual having
the qualifications applicable to Trustees made by a
written instrument signed by a majority of the
Trustees then in office. No vacancy shall operate to
annul this Declaration or to revoke any existing
agency created pursuant to the terms of this
Declaration. Whenever a vacancy in the number of
Trustees shall occur, until such vacancy is filled
as provided herein, the Trustees in office,
regardless of their number, shall have all the
powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this
Declaration.

       2.5 Meetings. Meetings of the Trustees shall
be held from time to time upon the call of the
Chairman, if any, or the President or any two
Trustees. Regular meetings of the Trustees may be
held without call or notice at a time and place
fixed by the By-Laws or by resolution of the
Trustees. Notice of any other meeting shall be given
by the Secretary and shall be delivered to the
Trustees orally as soon as practicable before the
meeting, but may be waived in writing by any Trustee
either before or after such meeting. The attendance
of a Trustee at a meeting shall constitute a waiver
of notice of such meeting except where a Trustee
attends a meeting for the express purpose of
objecting to the transaction of any business on the
ground that the meeting has not been properly called
or convened. Any time there is more than one
Trustee, a quorum for all meetings of the Trustees
shall be determined from time to time by a majority
of the Trustees then in office. Unless provided
otherwise in this Declaration or the By-Laws and,
for so long as the Trust shall remain registered as
an investment company under the 1940 Act, except as
required under the 1940 Act, any action of the
Trustees may be taken at a meeting by vote of a
majority of the Trustees present (a quorum being
present) or without a meeting by written consent of
a majority of the Trustees.

       Any committee of the Trustees, including an
executive committee, if any, may act with or without
a meeting. A quorum for all meetings of any such
committee shall be such number as the applicable
committee charter may provide. Unless provided
otherwise in this Declaration, the By-Laws or the
applicable committee charter, any action of any such
committee may be taken at a meeting by vote of a
majority of the members present (a quorum being
present) or without a meeting by written consent of
all of the members.

       For so long as the Trust shall remain
registered as an investment company under the 1940
Act, with respect to actions of the Trustees and any
committee of the Trustees, Trustees who are
Interested Persons in any action to be taken may be
counted for quorum purposes under this Section and
shall be entitled to vote to the extent not
prohibited by the 1940 Act.

       All or any one or more Trustees may
participate in a meeting of the Trustees or any
committee thereof by means of a conference telephone
or similar communications equipment by means of
which all persons participating in the meeting can
hear each other; participation in a meeting pursuant
to any such communications system shall constitute
presence in person at such meeting, subject, for so
long as the Trust shall remain registered as an
investment company under the 1940 Act, to the
requirements of the 1940 Act with respect to
attendance in person.

       2.6 Trustee Action by Written Consent. Any
action which may be taken by Trustees by vote may be
taken without a meeting if that number of the
Trustees, or members of a committee, as the case may
be, required for approval of such action at a
meeting of the Trustees or of such committee consent
to the action in writing and the written consents
are filed with the records of the meetings of
Trustees. Such consent shall be treated for all
purposes as a vote taken at a meeting of Trustees.

       2.7 Officers. The Trustees shall elect a
President, a Secretary and a Treasurer and may elect
a Chairman who shall serve at the pleasure of the
Trustees or until their successors are elected. The
Trustees may elect or appoint or may authorize the
Chairman, if any, or President to appoint such other
officers or agents with such powers as the Trustees
may deem to be advisable. A Chairman shall, and the
President, Secretary and Treasurer may, but need
not, be a Trustee.

ARTICLE III

POWERS AND DUTIES OF TRUSTEES

       3.1 General. Trustees shall act in good faith
in the manner they reasonably believe to be in the
best interest of the Trust as a whole. The Trustees
shall have exclusive and absolute control over the
Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole
owners of the Trust Property and business in their
own right, but with such powers of delegation as may
be permitted by this Declaration. The Trustees may
perform such acts as in their sole discretion are
proper for conducting the business of the Trust. The
enumeration of any specific power herein shall not
be construed as limiting the aforesaid power. Such
powers of the Trustees may be exercised without
order of or resort to any court.

       3.2 Investments. The Trustees shall have
power, subject, for so long as the Trust shall
remain registered as an investment company under the
1940 Act, to the Fundamental Policies in effect from
time to time with respect to the Trust, to:

       (a)	manage, conduct, operate and carry on
any lawful business activity;

       (b)	subscribe for, invest in, reinvest in,
purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, exchange, distribute or otherwise
deal in or dispose of any and all sorts of property,
tangible or intangible, including but not limited to
interests in real estate and securities of any type
whatsoever, whether equity or non-equity, of any
issuer, evidences of indebtedness of any person and
any other rights, interests, instruments or property
of any sort and to exercise any and all rights,
powers and privileges of ownership or interest in
respect of any and all such investments of every
kind and description, including, without limitation,
the right to consent and otherwise act with respect
thereto, with power to designate one or more Persons
to exercise any of said rights, powers and
privileges in respect of any of said investments.
The Trustees shall not be limited by any law
limiting the investments which may be made by
fiduciaries.

       3.3 Legal Title. Legal title to all the Trust
Property shall be vested in the Trustees as joint
tenants except that the Trustees shall have power to
cause legal title to any Trust Property to be held
by or in the name of one or more of the Trustees, or
in the name of the Trust, or in the name of any
other Person as nominee, custodian or pledgee, on
such terms as the Trustees may determine; provided
that the interest of the Trust therein is
appropriately protected.

       The right, title and interest of the Trustees
in the Trust Property shall vest automatically in
each person who may hereafter become a Trustee upon
his due election and qualification. Upon the ceasing
of any person to be a Trustee for any reason, such
person shall automatically cease to have any right,
title or interest in any of the Trust Property, and
the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the
remaining Trustees. Such vesting and cessation of
title shall be effective whether or not conveyancing
documents have been executed and delivered.

       3.4 Issuance and Repurchase of Shares. The
Trustees shall have the power to issue, sell,
repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise
deal in, Shares, including Shares in fractional
denominations, and, subject to the more detailed
provisions set forth in ARTICLE VIII and ARTICLE IX,
to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of Shares
any funds or property whether capital or surplus or
otherwise, to the full extent now or hereafter
permitted under the DSTA.

       3.5 Borrow Money or Utilize Leverage. Subject
to the Fundamental Policies in effect from time to
time with respect to the Trust, the Trustees shall
have the power to borrow money or otherwise obtain
credit or utilize leverage to the maximum extent
permitted by law or regulation as such may be needed
from time to time and to secure the same by
mortgaging, pledging or otherwise subjecting as
security the assets of the Trust, including the
lending of portfolio securities, and to endorse,
guarantee, or undertake the performance of any
obligation, contract or engagement of any other
person, firm, association or corporation.

       3.6 Delegation; Committees. The Trustees shall
have the power, consistent with their continuing
exclusive authority over the management of the Trust
and the Trust Property, to delegate from time to
time to such of their number or to officers,
employees or agents of the Trust the doing of such
things, including any matters set forth in this
Declaration, and the execution of such instruments
either in the name of the Trust or the names of the
Trustees or otherwise as the Trustees may deem
expedient. The Trustees may designate one or more
committees which shall have all or such lesser
portion of the authority of the entire Board of
Trustees as the Trustees shall determine from time
to time except, for so long as the Trust shall
remain registered as an investment company under the
1940 Act, to the extent action by the entire Board
of Trustees or particular Trustees is required by
the 1940 Act.

       3.7 Collection and Payment. The Trustees shall
have power to collect all property due to the Trust;
to pay all claims, including taxes, against the
Trust Property or the Trust, the Trustees or any
officer, employee or agent of the Trust; to
prosecute, defend, compromise or abandon any claims
relating to the Trust Property or the Trust, or the
Trustees or any officer, employee or agent of the
Trust; to foreclose any security interest securing
any obligations, by virtue of which any property is
owed to the Trust; and to enter into releases,
agreements and other instruments. The Shareholders
shall have no power to vote as to whether or not a
court action, legal proceeding or claim should or
should not be brought or maintained derivatively or
as a class action on behalf of the Trust or the
Shareholders.

       3.8 Expenses. The Trustees shall have power to
incur and pay out of the assets or income of the
Trust any expenses which in the opinion of the
Trustees are necessary or incidental to carry out
any of the purposes of this Declaration, and the
business of the Trust, and to pay reasonable
compensation from the funds of the Trust to
themselves as Trustees. The Trustees shall fix the
compensation of all officers, employees and
Trustees. The Trustees may pay themselves such
compensation for special services, including legal,
underwriting, syndicating and brokerage services, as
they in good faith may deem reasonable and
reimbursement for expenses reasonably incurred by
themselves on behalf of the Trust. The Trustees
shall have the power, as frequently as they may
determine, to cause each Shareholder to pay
directly, in advance or arrears, for charges of
distribution, of the custodian or transfer,
Shareholder servicing or similar agent, a pro rata
amount as defined from time to time by the Trustees,
by setting off such charges due from such
Shareholder from declared but unpaid dividends or
distributions owed such Shareholder and/or by
reducing the number of shares in the account of such
Shareholder by that number of full and/or fractional
Shares which represents the outstanding amount of
such charges due from such Shareholder.

       3.9 By-Laws. The Trustees shall have the
exclusive authority to adopt and from time to time
amend or repeal By-Laws for the conduct of the
business of the Trust.

       3.10 Miscellaneous Powers. The Trustees shall
have the power to: (a) employ or contract with such
Persons as the Trustees may deem desirable for the
transaction of the business of the Trust; (b) enter
into joint ventures, partnerships and any other
combinations or associations; (c) purchase, and pay
for out of Trust Property, insurance policies
insuring the Shareholders, Trustees, officers,
employees, agents, investment advisors,
distributors, selected dealers or independent
contractors of the Trust against all claims arising
by reason of holding any such position or by reason
of any action taken or omitted by any such Person in
such capacity, whether or not constituting
negligence, or whether or not the Trust would have
the power to indemnify such Person against such
liability; (d) establish pension, profit-sharing,
share purchase, and other retirement, incentive and
benefit plans for any Trustees, officers, employees
and agents of the Trust; (e) make donations,
irrespective of benefit to the Trust, for
charitable, religious, educational, scientific,
civic or similar purposes; (f) to the full extent
permitted by law, indemnify any Person with whom the
Trust has dealings, including, without limitation,
any advisor, administrator, manager, transfer agent,
custodian, distributor or selected dealer, or any
other person as the Trustees may see fit to such
extent as the Trustees shall determine; (g)
guarantee indebtedness or contractual obligations of
others; (h) determine and change the fiscal year of
the Trust and the method in which its accounts shall
be kept; (i) notwithstanding the Fundamental
Policies of the Trust, convert the Trust to a
master-feeder structure; provided, however, for so
long as the Trust shall remain registered as an
investment company under the 1940 Act, the Trust
obtains the approval of shareholders holding at
least a majority of the Trusts Shares present at a
meeting of Shareholders at which a quorum is
present; and (j) adopt a seal for the Trust but the
absence of such seal shall not impair the validity
of any instrument executed on behalf of the Trust.

       3.11 Further Powers. The Trustees shall have
the power to conduct the business of the Trust and
carry on its operations in any and all of its
branches and maintain offices both within and
without the State of Delaware, in any and all states
of the United States of America, in the District of
Columbia, in any foreign country and in any and all
commonwealths, municipalities, territories,
dependencies, colonies, possessions, agencies or
instrumentalities of the United States of America
and of foreign governments, and to do all such other
things and execute all such instruments as they deem
necessary, proper or desirable in order to promote
the interests of the Trust although such things are
not herein specifically mentioned. Any determination
as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In
construing the provisions of this Declaration, the
presumption shall be in favor of a grant of power to
the Trustees. The Trustees will not be required to
obtain any court order to deal with the Trust
Property.


ARTICLE IV

ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS

       4.1 Advisory and Management Arrangements.
Subject, for so long as the Trust shall remain
registered as an investment company under the 1940
Act, to the requirements of the 1940 Act, the
Trustees may in their discretion from time to time
enter into advisory, administration or management
contracts (including, in each case, one or more sub-
advisory, sub-administration or sub-management
contracts) whereby the other party to any such
contract shall undertake to furnish such advisory,
administrative and management services with respect
to the Trust as the Trustees shall from time to time
consider desirable and all upon such terms and
conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of this
Declaration, the Trustees may authorize any advisor,
administrator or manager (subject to such general or
specific instructions as the Trustees may from time
to time adopt) to exercise any of the powers of the
Trustees, including to effect investment
transactions with respect to the assets on behalf of
the Trust to the full extent of the power of the
Trustees to effect such transactions or may
authorize any officer, employee or Trustee to effect
such transactions pursuant to recommendations of any
such advisor, administrator or manager (and all
without further action by the Trustees). Any such
investment transaction shall be deemed to have been
authorized by all of the Trustees.

       4.2 Distribution Arrangements. Subject, for so
long as the Trust shall remain registered as an
investment company under the 1940 Act, to the
requirements of the 1940 Act, the Trustees may
retain underwriters and/or placement agents to sell
Shares and other securities of the Trust. The
Trustees may in their discretion from time to time
enter into one or more contracts, providing for the
sale of securities of the Trust, whereby the Trust
may either agree to sell such securities to the
other party to the contract or appoint such other
party its sales agent for such securities. In either
case, the contract shall be on such terms and
conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of
this ARTICLE IV or the By-Laws; and such contract
may also provide for the repurchase or sale of
securities of the Trust by such other party as
principal or as agent of the Trust and may provide
that such other party may enter into selected dealer
agreements with registered securities dealers and
brokers and servicing and similar agreements with
persons who are not registered securities dealers to
further the purposes of the distribution or
repurchase of the securities of the Trust.

       4.3 Parties to Contract. Any contract of the
character described in Sections 4.1 and 4.2 of this
ARTICLE IV or in ARTICLE VII hereof or otherwise may
be entered into with any Person, although one or
more of the Trustees, officers or employees of the
Trust may be an officer, director, trustee,
shareholder, or member of such other party to the
contract, and no such contract shall be invalidated
or rendered voidable by reason of the existence of
any such relationship, nor shall any Person holding
such relationship be liable merely by reason of such
relationship for any loss or expense to the Trust
under or by reason of said contract or accountable
for any profit realized directly or indirectly
therefrom; provided that the contract when entered
into was reasonable and fair and not in violation of
this Declaration or the By-Laws. The same Person may
be the other party to contracts entered into
pursuant to Sections 4.1 and 4.2 above or ARTICLE
VII hereof or otherwise, and any individual may be
financially interested or otherwise affiliated with
Persons who are parties to any or all of the
contracts mentioned in this Section 4.3.


ARTICLE V

LIMITATIONS OF LIABILITY AND INDEMNIFICATION

       5.1 No Personal Liability of Shareholders,
Trustees, etc. No Shareholder of the Trust shall be
subject in such capacity to any personal liability
whatsoever to any Person in connection with Trust
Property or the acts, obligations or affairs of the
Trust. Shareholders shall have the limitation of
personal liability provided under the DSTA. No
Trustee or officer of the Trust shall be subject in
such capacity to any personal liability whatsoever
to any Person, save only, for so long as the Trust
shall remain registered as an investment company
under the 1940 Act, liability to the Trust or its
Shareholders arising from bad faith, willful
misfeasance, gross negligence or reckless disregard
for his duty to such Person; and, subject to the
foregoing exception, all such Persons shall look
solely to the Trust Property for satisfaction of
claims of any nature arising in connection with the
affairs of the Trust. If any Shareholder, Trustee or
officer, as such, of the Trust, is made a party to
any suit or proceeding to enforce any such
liability, subject to the foregoing exception, he
shall not, on account thereof, be held to any
personal liability. Any repeal or modification of
this Section 5.1 shall not adversely affect any
right or protection of a Trustee or officer of the
Trust existing at the time of such repeal or
modification with respect to acts or omissions
occurring prior to such repeal or modification.

       5.2 Mandatory Indemnification. (a) Subject to
any limitations or requirements contained in the By-
Laws, the Trust hereby agrees to indemnify each
person who at any time serves as a Trustee or officer
of the Trust (each such person being an indemnitee)
against any liabilities and expenses, including
amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and reasonable
counsel fees reasonably incurred by such indemnitee
in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or
criminal, before any court or administrative or
investigative body in which he may be or may have
been involved as a party or otherwise or with which
he may be or may have been threatened, while acting
in any capacity set forth in this ARTICLE V by reason
of his having acted in any such capacity, except with
respect to any matter as to which he shall not have
acted in good faith in the reasonable belief that his
action was in the best interest of the Trust or, in
the case of any criminal proceeding, as to which he
shall have had reasonable cause to believe that the
conduct was unlawful; provided, however, that, for so
long as the Trust shall remain registered as an
investment company under the 1940 Act, no indemnitee
shall be indemnified hereunder against any liability
to any person or any expense of such indemnitee
arising by reason of (i) willful misfeasance, (ii)
bad faith, (iii) gross negligence, or (iv) reckless
disregard of the duties involved in the conduct of
his position (the conduct referred to in such clauses
(i) through (iv) being sometimes referred to herein
as disabling conduct). Notwithstanding the foregoing,
with respect to any action, suit or other proceeding
voluntarily prosecuted by any indemnitee as
plaintiff, indemnification shall be mandatory only if
the prosecution of such action, suit or other
proceeding by such indemnitee (1) was authorized by a
majority of the Trustees or (2) was instituted by the
indemnitee to enforce his or her rights to
indemnification hereunder in a case in which the
indemnitee is found to be entitled to such
indemnification. The rights to indemnification set
forth in this Declaration shall continue as to a
person who has ceased to be a Trustee or officer of
the Trust and shall inure to the benefit of his or
her heirs, executors and personal and legal
representatives. No amendment or restatement of this
Declaration or repeal of any of its provisions shall
limit or eliminate any of the benefits provided to
any person who at any time is or was a Trustee or
officer of the Trust or otherwise entitled to
indemnification hereunder in respect of any act or
omission that occurred prior to such amendment,
restatement or repeal.

       (b)	Notwithstanding the foregoing, for so
long as the Trust shall remain registered as an
investment company under the 1940 Act, no
indemnification shall be made hereunder unless there
has been a determination (i) by a final decision on
the merits by a court or other body of competent
jurisdiction before whom the issue of entitlement to
indemnification hereunder was brought that such
indemnitee is entitled to indemnification hereunder
or, (ii) in the absence of such a decision, by (1) a
majority vote of a quorum of those Trustees who are
neither interested persons of the Trust (as defined
in Section 2(a)(19) of the 1940 Act) nor parties to
the proceeding (Disinterested Non-Party Trustees),
that the indemnitee is entitled to indemnification
hereunder, or (2) if such quorum is not obtainable
or even if obtainable, if such majority so directs,
independent legal counsel in a written opinion
concludes that the indemnitee should be entitled to
indemnification hereunder. All determinations to
make advance payments in connection with the expense
of defending any proceeding shall be authorized and
made in accordance with the immediately succeeding
paragraph (c) below.

       (c)	The Trust shall make advance payments in
connection with the expenses of defending any action
with respect to which indemnification might be
sought hereunder if the Trust receives a written
affirmation by the indemnitee of the indemnitees
good faith belief that the standards of conduct
necessary for indemnification have been met and a
written undertaking to reimburse the Trust unless it
is subsequently determined that the indemnitee is
entitled to such indemnification and if a majority
of the Trustees determine that the applicable
standards of conduct necessary for indemnification
appear to have been met. In addition, at least one
of the following conditions must be met: (i) the
indemnitee shall provide adequate security for his
undertaking, (ii) the Trust shall be insured against
losses arising by reason of any lawful advances, or
(iii) a majority of a quorum of Trustees not party
to the action (or, for so long as the Trust shall
remain registered as an investment company under the
1940 Act, the Disinterested Non-Party Trustees), or
if a majority vote of such quorum so direct,
independent legal counsel in a written opinion,
shall conclude, based on a review of readily
available facts (as opposed to a full trial-type
inquiry), that there is substantial reason to
believe that the indemnitee ultimately will be found
entitled to indemnification.

       (d)	The rights accruing to any indemnitee
under these provisions shall not exclude any other
right which any person may have or hereafter acquire
under this Declaration, the By-Laws of the Trust,
any statute, agreement, vote of Shareholders or
Trustees (provided that, for so long as the Trust
shall remain registered as an investment company
under the 1940 Act, such vote includes the vote of a
majority of the Trustees who are not interested
persons, as defined in Section 2(a)(19) of the 1940
Act) or any other right to which he or she may be
lawfully entitled.

       (e)	Subject to (1), for so long as the Trust
shall remain registered as an investment company
under the 1940 Act, any limitations provided by the
1940 Act and (2) this Declaration, the Trust shall
have the power and authority to indemnify and provide
for the advance payment of expenses to employees,
agents and other Persons providing services to the
Trust or serving in any capacity at the request of
the Trust to the full extent permitted by law and may
indemnify or provide for the advance payment of
expenses for such Persons; provided that such
indemnification has been approved by a majority of
the Trustees.

       5.3 No Bond Required of Trustees. No Trustee
shall, as such, be obligated to give any bond or
other security for the performance of any of his
duties hereunder.

       5.4 No Duty of Investigation; No Notice in
Trust Instruments, etc. No purchaser, lender,
transfer agent or other person dealing with the
Trustees or with any officer, employee or agent of
the Trust shall be bound to make any inquiry
concerning the validity of any transaction
purporting to be made by the Trustees or by said
officer, employee or agent or be liable for the
application of money or property paid, loaned, or
delivered to or on the order of the Trustees or of
said officer, employee or agent. Every obligation,
contract, undertaking, instrument, certificate,
Share, other security of the Trust, and every other
act or thing whatsoever executed in connection with
the Trust shall be conclusively taken to have been
executed or done by the executors thereof only in
their capacity as Trustees under this Declaration or
in their capacity as officers, employees or agents
of the Trust. The Trustees may maintain insurance
for the protection of the Trust Property, the
Shareholders, Trustees, officers, employees and
agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such
other insurance as the Trustees in their sole
judgment shall deem advisable or is required by the
1940 Act.

       5.5 Reliance on Experts, etc. Each Trustee and
officer or employee of the Trust shall, in the
performance of its duties, be fully and completely
justified and protected with regard to any act or
any failure to act resulting from reliance in good
faith upon the books of account or other records of
the Trust, upon an opinion of counsel, or upon
reports made to the Trust by any of the Trusts
officers or employees or by any advisor,
administrator, manager, distributor, selected
dealer, accountant, appraiser or other expert or
consultant selected with reasonable care by the
Trustees, officers or employees of the Trust,
regardless of whether such counsel or expert may
also be a Trustee.




ARTICLE VI

SHARES OF BENEFICIAL INTEREST

       6.1 Beneficial Interest. The interest of the
beneficiaries hereunder shall be divided into an
unlimited number of transferable shares of
beneficial interest, par value $.001 per share. All
Shares issued in accordance with the terms hereof,
including, without limitation, Shares issued in
connection with a dividend in Shares or a split of
Shares, shall be fully paid and, except as provided
in the last sentence of Section 3.8, nonassessable
when the consideration determined by the Trustees
(if any) therefor shall have been received by the
Trust.

       6.2 Other Securities. The Trustees may,
subject, for so long as the Trust shall remain
registered as an investment company under the 1940
Act, to the Fundamental Policies and the
requirements of the 1940 Act, authorize and issue
such other securities of the Trust as they determine
to be necessary, desirable or appropriate, having
such terms, rights, preferences, privileges,
limitations and restrictions as the Trustees see
fit, including multiple classes of common shares,
preferred interests, debt securities or other senior
securities. To the extent that the Trustees
authorize and issue additional shares of any class
or series, they are hereby authorized and empowered
to amend or supplement this Declaration as they deem
necessary or appropriate, including to comply with
the requirements of any applicable law or
requirements imposed by the rating agencies or other
Persons, all without the approval of Shareholders.
Any such supplement or amendment shall be filed as
is necessary. The Trustees are also authorized to
take such actions and retain such persons as they
see fit to offer and sell such securities.

       6.3 Rights of Shareholders. The Shares shall be
personal property giving only the rights in this
Declaration specifically set forth. The ownership of
the Trust Property of every description and the right
to conduct any business herein before described are
vested exclusively in the Trustees, and the
Shareholders shall have no interest therein other
than the beneficial interest conferred by their
Shares, and they shall have no right to call for any
partition or division of any property, profits,
rights or interests of the Trust nor can they be
called upon to share or assume any losses of the
Trust or, subject to the right of the Trustees to
charge certain expenses directly to Shareholders, as
provided in the last sentence of Section 3.8, suffer
an assessment of any kind by virtue of their
ownership of Shares. The Shares shall not entitle
the holder to preference, preemptive, appraisal,
conversion or exchange rights (except as specified
in this Section 6.3, in Section 11.4 or as specified
by the Trustees when creating any class or series of
Shares).

       6.4 Trust Only. It is the intention of the
Trustees to create only the relationship of Trustee
and beneficiary between the Trustees and each
Shareholder from time to time. It is not the
intention of the Trustees to create a general
partnership, limited partnership, joint stock
association, corporation, bailment or any form of
legal relationship other than a trust. Nothing in
this Declaration shall be construed to make the
Shareholders, either by themselves or with the
Trustees, partners or members of a joint stock
association.

       6.5 Issuance of Shares. The Trustees, in their
discretion, may from time to time without vote of
the Shareholders issue Shares including preferred
shares that may have been established pursuant to
Section 6.2, in addition to the then issued and
outstanding Shares and Shares held in the treasury,
to such party or parties and for such amount and
type of consideration, including cash or property,
at such time or times, and on such terms as the
Trustees may determine, and may in such manner
acquire other assets (including the acquisition of
assets subject to, and in connection with the
assumption of, liabilities) and businesses. The
Trustees may from time to time divide or combine the
Shares into a greater or lesser number without
thereby changing the proportionate beneficial
interest in such Shares. Issuances and redemptions
of Shares may be made in whole Shares and/or
l/l,000ths of a Share or multiples thereof as the
Trustees may determine.

       6.6 Register of Shares. A register shall be
kept at the offices of the Trust or any transfer
agent duly appointed by the Trustees under the
direction of the Trustees which shall contain the
names and addresses of the Shareholders and the
number of Shares held by them respectively and a
record of all transfers thereof. Separate registers
shall be established and maintained for each class
or series of Shares. Each such register shall be
conclusive as to who are the holders of the Shares
of the applicable class or series of Shares and who
shall be entitled to receive dividends or
distributions or otherwise to exercise or enjoy the
rights of Shareholders. No Shareholder shall be
entitled to receive payment of any dividend or
distribution, nor to have notice given to him as
herein provided, until he has given his address to a
transfer agent or such other officer or agent of the
Trustees as shall keep the register for entry
thereon. It is not contemplated that certificates
will be issued for the Shares; however, the
Trustees, in their discretion, may authorize the
issuance of share certificates and promulgate
appropriate fees therefore and rules and regulations
as to their use.

       6.7 Transfer Agent and Registrar. The Trustees
shall have power to employ a transfer agent or
transfer agents, and a registrar or registrars, with
respect to the Shares. The transfer agent or
transfer agents may keep the applicable register and
record therein, the original issues and transfers,
if any, of the said Shares. Any such transfer agents
and/or registrars shall perform the duties usually
performed by transfer agents and registrars of
certificates of stock in a corporation, as modified
by the Trustees.

       6.8 Transfer of Shares. Shares shall be
transferable on the records of the Trust only by the
record holder thereof or by its agent thereto duly
authorized in writing, upon delivery to the Trustees
or a transfer agent of the Trust of a duly executed
instrument of transfer, together with such evidence
of the genuineness of each such execution and
authorization and of other matters (including
compliance with any securities laws and contractual
restrictions) as may reasonably be required. Upon
such delivery the transfer shall be recorded on the
applicable register of the Trust. Until such record
is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes
hereof and neither the Trustees nor any transfer
agent or registrar nor any officer, employee or
agent of the Trust shall be affected by any notice
of the proposed transfer.

       Any person becoming entitled to any Shares in
consequence of the death, bankruptcy, or
incompetence of any Shareholder, or otherwise by
operation of law, shall be recorded on the
applicable register of Shares as the holder of such
Shares upon production of the proper evidence
thereof to the Trustees or a transfer agent of the
Trust, but until such record is made, the
Shareholder of record shall be deemed to be the
holder of such for all purposes hereof, and neither
the Trustees nor any transfer agent or registrar nor
any officer or agent of the Trust shall be affected
by any notice of such death, bankruptcy or
incompetence, or other operation of law.

       6.9 Notices. Any and all notices to which any
Shareholder hereunder may be entitled and any and
all communications shall be deemed duly served or
given (1) if mailed, postage prepaid, addressed to
any Shareholder of record at his last known address
as recorded on the applicable register of the Trust;
(2) by press release or posting on the Trusts
publicly available website together in either case
with the filing of a Form 8-K; or (3) such other
method as the Trustees may determine.






ARTICLE VII

CUSTODIANS

       7.1 Appointment and Duties. The Trustees shall
at all times employ a custodian or custodians, for
so long as the Trust shall remain registered as an
investment company under the 1940 Act, meeting the
qualifications for custodians for portfolio
securities of investment companies contained in the
1940 Act, as custodian with respect to the assets of
the Trust. Any custodian shall have authority as
agent of the Trust as determined by the custodian
agreement or agreements, but subject to such
restrictions, limitations and other requirements, if
any, as may be contained in the By-Laws of the Trust
and, for so long as the Trust shall remain
registered as an investment company under the 1940
Act, the 1940 Act, including without limitation
authority:

       (1)	to hold the securities owned by the Trust
and deliver the same upon written order;

       (2)	to receive any receipt for any moneys due
to the Trust and deposit the same in its own banking
department (if a bank) or elsewhere as the Trustees
may direct;
       (3)	to disburse such funds upon orders or
vouchers;

       (4)	if authorized by the Trustees, to keep the
books and accounts of the Trust and furnish clerical
and accounting services; and

       (5)	if authorized to do so by the Trustees, to
compute the net income or net asset value of the
Trust; all upon such basis of compensation as may be
agreed upon between the Trustees and the custodian.

       The Trustees may also authorize each custodian
to employ one or more sub-custodians from time to
time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may
be agreed upon between the custodian and such sub-
custodian and approved by the Trustees; provided
that, for so long as the Trust shall remain
registered as an investment company under the 1940
Act, in every case such sub-custodian shall meet the
qualifications for custodians contained in the 1940
Act.

       7.2 Central Certificate System. Subject to such
rules, regulations and orders as the Commission may
adopt, the Trustees may direct the custodian to
deposit all or any part of the securities owned by
the Trust in a system for the central handling of
securities established by a national securities
exchange or a national securities association
registered with the Commission under the Securities
Exchange Act of 1934, or such other Person as may be
permitted by the Commission, or otherwise, for so
long as the Trust shall remain registered as an
investment company under the 1940 Act, in accordance
with the 1940 Act, pursuant to which system all
securities of any particular class of any issuer
deposited within the system are treated as fungible
and may be transferred or pledged by bookkeeping
entry without physical delivery of such securities;
provided that all such deposits shall be subject to
withdrawal only upon the order of the Trust.


ARTICLE VIII

REDEMPTION

       8.1 Redemptions. Except as otherwise provided
by a majority of Trustees, the Shares of the Trust
are not redeemable by the holders.

       8.2 Disclosure of Holding. The holders of
Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such
information with respect to direct and indirect
ownership of Shares or other securities of the Trust
as the Trustees deem necessary to comply with the
provisions of the Code or other applicable laws or
regulations, or to comply with the requirements of
any other taxing or regulatory authority or as the
Trustees may otherwise determine is necessary or
desirable.

ARTICLE IX

DETERMINATION OF NET ASSET VALUE NET INCOME AND
DISTRIBUTIONS

       9.1 Net Asset Value. For so long as the Trust
shall remain registered as an investment company
under the 1940 Act, the net asset value of each
outstanding Share of the Trust shall be determined
at such time or times on such days as the Trustees
may determine, in accordance with the 1940 Act. The
method of determination of net asset value shall be
determined by the Trustees and shall be as set forth
in the Prospectus or as may otherwise be determined
by the Trustees. The power and duty to make the net
asset value calculations may be delegated by the
Trustees and shall be as generally set forth in the
Prospectus or as may otherwise be determined by the
Trustees.

       9.2 Distributions to Shareholders. (a) The
Trustees shall from time to time distribute ratably
among the Shareholders of any class of Shares, or
any series of any such class, in accordance with the
number of outstanding full and fractional Shares of
such class or any series of such class, such
proportion of the net profits, surplus (including
paid-in surplus), capital, or assets held by the
Trustees as they may deem proper or as may otherwise
be determined in accordance with this Declaration.
Any such distribution may be made in cash or
property (including without limitation any type of
obligations of the Trust or any assets thereof) or
Shares of any class or series or any combination
thereof, and the Trustees may distribute ratably
among the Shareholders of any class of shares or
series of any such class, in accordance with the
number of outstanding full and fractional Shares of
such class or any series of such class, additional
Shares of any class or series in such manner, at
such times, and on such terms as the Trustees may
deem proper or as may otherwise be determined in
accordance with this Declaration.

       (b)	Distributions pursuant to this Section
9.2 may be among the Shareholders of record of the
applicable class or series of Shares at the time of
declaring a distribution or among the Shareholders
of record at such later date as the Trustees shall
determine and specify.

       (c)	The Trustees may always retain from the
net profits such amount as they may deem necessary
to pay the debts or expenses of the Trust or to meet
obligations of the Trust, or as they otherwise may
deem desirable to use in the conduct of its affairs
or to retain for future requirements or extensions
of the business.

       (d)	Inasmuch as the computation of net income
and gains for Federal income tax purposes may vary
from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees
the power in their discretion to distribute for any
fiscal year as ordinary dividends and as capital
gains distributions, respectively, additional amounts
sufficient to enable the Trust to avoid or reduce
liability for taxes.

       9.3 Power to Modify Foregoing Procedures.
Notwithstanding any of the foregoing provisions of
this ARTICLE IX, the Trustees may prescribe, in their
absolute discretion except, for so long as the Trust
shall remain registered as an investment company
under the 1940 Act, as may be required by the 1940
Act, such other bases and times for determining the
per share asset value of the Trusts Shares or net
income, or the declaration and payment of dividends
and distributions as they may deem necessary or
desirable for any reason, including to enable the
Trust to comply with any provision of the 1940 Act,
or any securities exchange or association registered
under the Securities Exchange Act of 1934, or any
order of exemption issued by the Commission, all as
in effect now or hereafter amended or modified.




ARTICLE X

SHAREHOLDERS

       10.1 Meetings of Shareholders. The Trust
shall, to the extent required by applicable law,
rules or regulations, hold annual meetings of the
Shareholders. A special meeting of Shareholders may
be called at any time by a majority of the Trustees
or the President and shall be called by any Trustee
for any proper purpose upon written request of
Shareholders of the Trust holding in the aggregate
not less than 51% of the outstanding Shares of the
Trust or class or series of Shares having voting
rights on the matter, such request specifying the
purpose or purposes for which such meeting is to be
called. Any shareholder meeting, including a Special
Meeting, shall be held within or without the State
of Delaware on such day and at such time as the
Trustees shall designate.

       10.2 Voting. Shareholders shall have no power
to vote on any matter except matters on which a vote
of Shareholders is required by this Section 10.2,
Section 11.2(a), Section 11.3, Section 11.4, Section
11.6 and Section 11.7 of this Declaration or by
resolution of the Trustees. This Declaration
expressly provides that no matter for which voting
is required by the Statutory Trust Act in the
absence of the contrary provision in the Declaration
shall require any vote. Except as otherwise provided
herein, any matter required to be submitted to
Shareholders and affecting one or more classes or
series of Shares shall require approval by the
required vote of all the affected classes and series
of Shares voting together as a single class;
provided, however, that as to any matter with
respect to which a separate vote of any class or
series of Shares is provided for by resolution of
the Trustees, such requirement as to a separate vote
by that class or series of Shares shall apply in
addition to a vote of all the affected classes and
series voting together as a single class.
Shareholders of a particular class or series of
Shares shall not be entitled to vote on any matter
that affects only one or more other classes or
series of Shares. There shall be no cumulative
voting in the election or removal of Trustees.

       10.3 Notice of Meeting and Record Date. Notice
of all meetings of Shareholders, stating the time,
place and purposes of the meeting, shall be given by
the Trustees by mail to each Shareholder of record
entitled to vote thereat at its registered address,
mailed at least 10 days and not more than 120 days
before the meeting or otherwise in compliance with
applicable law. Only the business stated in the
notice of the meeting shall be considered at such
meeting. Any postponed or adjourned meeting may be
held as postponed or adjourned one or more times
without further notice not later than 120 days after
the original meeting date. For the purposes of
determining the Shareholders who are entitled to
notice of and to vote at any meeting the Trustees
may, without closing the transfer books, fix a date
not more than 120 nor less than 10 days prior to the
date of such meeting of Shareholders as a record
date for the determination of the Persons to be
treated as Shareholders of record for such purposes.

       10.4 Quorum and Required Vote. (a) Subject to
such greater or lesser amount determined by the
Trustees as to any or all matters, the holders of a
majority of the Shares entitled to vote on any
matter at a meeting present in person or by proxy
shall constitute a quorum at such meeting of the
Shareholders for purposes of conducting business on
such matter. The absence from any meeting, in person
or by proxy, of a quorum of Shareholders for action
upon any given matter shall not prevent action at
such meeting upon any other matter or matters which
may properly come before the meeting, if there shall
be present thereat, in person or by proxy, a quorum
of Shareholders in respect of such other matters.

       (b) 	Subject to any provision of this
Declaration or a resolution of the Trustees
specifying a greater or a lesser vote requirement
for the transaction of any item of business at any
meeting of Shareholders, (i) with respect to the
election of Trustees, the affirmative vote of a
plurality of the Shares represented in person or by
proxy at any meeting at which a quorum is present
shall be the act of the shareholders with respect to
such matters, (ii) with respect to all other
matters, the affirmative vote of a majority of the
Shares present in person or represented by proxy and
entitled to vote on the subject matter shall be the
act of the Shareholders with respect to such matter,
and (iii) where a separate vote of one or more
classes or series of Shares is required on any
matter, the affirmative vote of a majority of the
Shares of such class or series of Shares present in
person or represented by proxy at the meeting shall
be the act of the Shareholders of such class or
series with respect to such matter. Any purported
vote of any Shareholders which purported vote does
not meet the requirements of applicable state or
federal law may be disregarded as invalid if so
determined by the Trustees or the chairman of any
meeting of shareholders. In such event, such shares
shall nevertheless be counted for purposes of
determining whether a quorum is present.

       10.5 Proxies, etc. At any meeting of
Shareholders, any holder of Shares entitled to vote
thereat may vote by properly executed proxy;
provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the
Secretary, or with such other officer or agent of
the Trust as the Secretary may direct, for
verification prior to the time at which such vote
shall be taken. Pursuant to a resolution of a
majority of the Trustees, proxies may be solicited
in the name of one or more Trustees or one or more
of the officers or employees of the Trust. No proxy
shall be valid after the expiration of 11 months
from the date thereof, unless otherwise provided in
the proxy. Only Shareholders of record shall be
entitled to vote. Each full Share shall be entitled
to one vote and fractional Shares shall be entitled
to a vote of such fraction. When any Share is held
jointly by several persons, any one of them may vote
at any meeting in person or by proxy in respect of
such Share, but if more than one of them shall be
present at such meeting in person or by proxy, and
such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall
not be received in respect of such Share. A proxy
purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged
at or prior to its exercise If the holder of any
such Share is a minor or a person of unsound mind,
and subject to guardianship or to the legal control
of any other person as regards the charge or
management of such Share, he may vote by his
guardian or such other person appointed or having
such control, and such vote may be given in person
or by proxy.

       10.6 Reports. The Trustees shall cause to be
prepared at least annually and more frequently to
the extent and in the form required by law,
regulation or any exchange on which Trust Shares are
listed a report of operations containing a balance
sheet and statement of income and undistributed
income of the Trust prepared in conformity with
generally accepted accounting principles and an
opinion of an independent public accountant on such
financial statements. Copies of such reports shall
be mailed to all Shareholders of record within the
time required by applicable federal law or stock
exchange requirements, and in any event within a
reasonable period preceding any annual meeting of
Shareholders. The Trustees shall, in addition,
furnish to the Shareholders to the extent required
by law, interim reports containing an unaudited
balance sheet of the Trust as of the end of such
period and an unaudited statement of income and
surplus for the period from the beginning of the
current fiscal year to the end of such period.

       10.7 Inspection of Records. Shareholders shall
have the right to inspect the records of the Trust,
including, without limitation, Shareholder lists,
documents, accounts and books of the Trust only to
the extent inalienably granted under the DSTA; all
other such rights whether or not provided in the
DSTA are expressly precluded. All Shareholders
requests to inspect the records of the Trust shall
be submitted by Shareholders to the Trustees in
writing. Upon receipt of such requests, the Trustees
may in their discretion establish procedures for any
permitted inspections. To preserve the integrity of
the Trusts records, the Trustees may provide
certified copies of Trust records rather than
originals. The Trustees shall not be required to
create records or obtain records from third parties
to satisfy Shareholders requests. The Trustees may
require Shareholders to pay in advance or otherwise
indemnify the Trust for the costs and expenses of
Shareholders inspection of records. Nothing in this
Section 10.7 is intended nor shall be construed to
permit Shareholders to inspect the records of the
Trust except as may be required by the DSTA or
permitted by the Trustees in their discretion.

       10.8 Shareholder Action by Written Consent.
Except as otherwise provided by a majority of the
Trustees then in office, shareholder action may only
be taken at a duly called and held meeting of
Shareholders called for such purpose, and not by
written consent.


ARTICLE XI

DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS,
ETC.

       11.1 Duration. Subject to possible termination
in accordance with the provisions of Section 11.2
hereof, the Trust created hereby shall have
perpetual existence.

       11.2 Termination. (a) The Trust may be
dissolved, only upon approval of not less than 80%
of the Trustees. Upon the dissolution of the Trust:

       (i)	The Trust shall carry on no
business except for the purpose of winding up
its affairs.

       (ii)	The Trustees shall proceed to wind
up the affairs of the Trust and all of the
powers of the Trustees under this Declaration
shall continue until the affairs of the Trust
shall have been wound up, including the power
to fulfill or discharge the contracts of the
Trust, collect its assets, sell, convey,
assign, exchange, merge where the Trust is not
the survivor, transfer or otherwise dispose of
all or any part of the remaining Trust
Property to one or more Persons at public or
private sale for consideration which may
consist in whole or in part in cash,
securities or other property of any kind,
discharge or pay its liabilities, and do all
other acts appropriate to liquidate its
business; provided that any sale, conveyance,
assignment, exchange, merger in which the
Trust is not the survivor, transfer or other
disposition of all or substantially all the
Trust Property of the Trust (measured at the
time that such termination was originally
approved by 80% of the Trustees as set forth
in this Section 11.2(a)) shall require
approval of the principal terms of the
transaction and the nature and amount of the
consideration by Shareholders with the same
vote as set forth under Section 11.3(b) of
this Declaration.

       (iii)	After paying or adequately
providing for the payment of all liabilities,
and upon receipt of such releases, indemnities
and refunding agreements, as they deem
necessary for their protection, the Trustees
may distribute the remaining Trust Property,
in cash or in kind or partly each, among the
Shareholders according to their respective
rights.

       (b) 	After the winding up and termination of
the Trust and distribution to the Shareholders as
herein provided, a majority of the Trustees shall
execute and lodge among the records of the Trust an
instrument in writing setting forth the fact of such
termination and shall execute and file a certificate
of cancellation with the Secretary of State of the
State of Delaware. Upon termination of the Trust,
the Trustees shall thereupon be discharged from all
further liabilities and duties hereunder, and the
rights and interests of all Shareholders shall
thereupon cease.

       11.3 Amendment Procedure. (a) This Declaration
may only be amended if such amendment is approved by
a majority of the Trustees. Except as provided in
Section 11.3(b), the Trustees may amend this
Declaration without any vote of Shareholders of any
class or series to divide the Shares of the Trust
into one or more classes or additional classes, or
one or more series of any such class or classes, to
determine the rights, powers, preferences,
limitations and restrictions of any class or series
of Shares, to change the name of the Trust or any
class or series of Shares, to make any change that
does not adversely affect the relative rights or
preferences of any individual Shareholder as
compared to the rights and preferences of other
Shareholders of the same class and series of Shares,
as they may deem necessary or appropriate.

       (b)	No amendment may be made to Section 5.1,
Section 5.2, Section 10.2 Section 11.2(a), this
Section 11.3, Section 11.4, Section 11.6 or Section
11.7 of this Declaration and no amendment may be
made to this Declaration which would change any
rights with respect to any Shares of the Trust by
reducing any stated amount payable thereon in
preference over all other classes or series of
Shares upon liquidation of the Trust or by
eliminating any voting rights pertaining thereto set
forth in Section 10.2 of this Declaration (provided
that nothing in this Section 11.3(b) shall limit the
ability of the Trustees to authorize, and to cause
the Trust to issue, other securities pursuant to
Section 6.2), except after a majority of the
Trustees have approved a resolution therefor, by the
affirmative vote of the holders of not less than
seventy-five percent (75%) of the Shares of each
affected class or series outstanding, voting as
separate classes or series, unless such amendment
has been approved by 80% of the Trustees, in which
case approval of Shareholders as set forth in
Section 10.4 shall be required. Nothing contained in
this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal
liability of the Shareholders, Trustees, officers,
employees and agents of the Trust or to permit
assessments upon holders of then outstanding Shares.

       (c)	To the extent that Shareholders are
entitled to vote on any matter that in the judgement
of the Board of Trustees would prevent, impede or
make less efficient or more costly the
implementation of the proposals adopted by
Shareholders at the Special Meeting of Shareholders
held on _____, 2020 or the realization of the
benefits sought thereby, notwithstanding any other
provision of the Declaration, such matter shall,
unless otherwise determined by the vote of at least
80% of the Board of Trustees, require the
affirmative vote of not less than 75% of the
outstanding Shares.

       (d)	An amendment duly adopted by the
requisite vote of the Board of Trustees and, if
required, the Shareholders as aforesaid, shall
become effective at the time of such adoption or at
such other time as may be designated by the Board of
Trustees or Shareholders, as the case may be. A
certification in recordable form signed by a
majority of the Trustees setting forth an amendment
and reciting that it was duly adopted by the
Trustees and, if required, the Shareholders as
aforesaid, or a copy of the Declaration, as amended,
in recordable form, and executed by a majority of
the Trustees, shall be conclusive evidence of such
amendment when lodged among the records of the Trust
or at such other time designated by the Board.

       11.4 Merger, Consolidation and Sale of Assets.
Except as provided in Section 11.7, the Trust may
merge or consolidate with any other corporation,
association, trust or other organization or may
sell, lease or exchange all or substantially all of
the Trust Property or the property, including its
good will, upon such terms and conditions and for
such consideration when and as authorized by two-
thirds of the Trustees; provided that any merger or
consolidation in which the Trust is not the
surviving entity, or sale, lease or exchange of all
or substantially all of the Trust Property of the
Trust (measured at the time that such transaction
was originally approved by two-thirds of the
Trustees as set forth in this Section 11.4) shall
require approval by Shareholders as set forth under
Section 11.3(b) of this Declaration and any such
merger, consolidation, sale, lease or exchange shall
be determined for all purposes to have been
accomplished under and pursuant to the laws of the
State of Delaware.

       11.5 Subsidiaries. Without approval by
Shareholders, the Trustees may cause to be organized
or assist in organizing one or more corporations,
trusts, partnerships, associations or other
organizations to take over all of the Trust Property
or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to
sell, convey and transfer all or a portion of the
Trust Property to any such corporation, trust,
limited liability company, association or
organization in exchange for the shares or
securities thereof, or otherwise, and to lend money
to, subscribe for the shares or securities of, and
enter into any contracts with any such corporation,
trust, limited liability company, partnership,
association or organization, or any corporation,
partnership, trust, limited liability company,
association or organization in which the Trust holds
or is about to acquire shares or any other
interests.

       11.6 Conversion. Notwithstanding any other
provisions of this Declaration or the By-Laws of the
Trust, for so long as the Trust shall remain
registered as an investment company under the 1940
Act, a favorable vote of a majority of the Trustees
then in office followed by the favorable vote of the
holders of not less than seventy-five percent (75%)
of the Shares of each affected class or series
outstanding, voting as separate classes or series,
shall be required to approve, adopt or authorize an
amendment to this Declaration that makes the Shares
a redeemable security as that term is defined in the
1940 Act, unless such amendment has been approved by
80% of the Trustees, in which case approval by a
Majority Shareholder Vote shall be required. Upon
the adoption of a proposal to convert the Trust from
a closed-end company to an open-end company as those
terms are defined by the 1940 Act and the necessary
amendments to this Declaration to permit such a
conversion of the Trusts outstanding Shares entitled
to vote, the Trust shall, upon complying with any
requirements of the 1940 Act and state law, become
an open-end investment company. Such affirmative
vote or consent shall be in addition to the vote or
consent of the holders of the Shares otherwise
required by law, or any agreement between the Trust
and any national securities exchange.

       11.7 Certain Transactions. (a) Notwithstanding
any other provision of this Declaration and subject
to the exceptions provided in paragraph (d) of this
Section 11.7, the types of transactions described in
paragraph (c) of this Section 11.7 shall require the
affirmative vote or consent of a majority of the
Trustees then in office followed by the affirmative
vote of the holders of not less than seventy-five
percent (75%) of the Shares of each affected class
or series outstanding, voting as separate classes or
series, when a Principal Shareholder (as defined in
paragraph (b) of this Section 11.7) is a party to
the transaction. Such affirmative vote or consent
shall be in addition to the vote or consent of the
holders of Shares otherwise required by law or by
the terms of any class or series of preferred stock,
whether now or hereafter authorized, or any
agreement between the Trust and any national
securities exchange.

       (b) 	The term Principal Shareholder shall
mean any corporation, Person or other entity which
is the beneficial owner, directly or indirectly, of
five percent (5%) or more of the outstanding Shares
of all outstanding classes or series and shall
include any affiliate or associate, as such terms
are defined in clause (ii) below, of a Principal
Shareholder. For the purposes of this Section 11.7,
in addition to the Shares which a corporation,
Person or other entity beneficially owns directly,
(a) any corporation, Person or other entity shall be
deemed to be the beneficial owner of any Shares (i)
which it has the right to acquire pursuant to any
agreement or upon exercise of conversion rights or
warrants, or otherwise (but excluding share options
granted by the Trust) or (ii) which are beneficially
owned, directly or indirectly (including Shares
deemed owned through application of clause (i)
above), by any other corporation, Person or entity
with which its affiliate or associate (as defined
below) has any agreement, arrangement or
understanding for the purpose of acquiring, holding,
voting or disposing of Shares, or which is its
affiliate or associate as those terms are defined in
Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, and (b)
the outstanding Shares shall include Shares deemed
owned through application of clauses (i) and (ii)
above but shall not include any other Shares which
may be issuable pursuant to any agreement, or upon
exercise of conversion rights or warrants, or
otherwise.

       (c) 	This Section 11.7 shall apply to the
following transactions:

       (i)	The merger or consolidation of the
Trust or any subsidiary of the Trust with or
into any Principal Shareholder.

       (ii)	The issuance of any securities of
the Trust to any Principal Shareholder for
cash (other than pursuant to any automatic
dividend reinvestment plan).

       (iii)	The sale, lease or exchange of all
or any substantial part of the assets of the
Trust to any Principal Shareholder (except
assets having an aggregate fair market value
of less than 2% of the total assets of the
Trust, aggregating for the purpose of such
computation all assets sold, leased or
exchanged in any series of similar
transactions within a twelve-month period.)

       (iv)	The sale, lease or exchange to the
Trust or any subsidiary thereof, in exchange
for securities of the Trust, of any assets of
any Principal Shareholder (except assets
having an aggregate fair market value of less
than 2% of the total assets of the Trust,
aggregating for the purposes of such
computation all assets sold, leased or
exchanged in any series of similar
transactions within a twelve-month period).

       (d) 	The provisions of this Section 11.7
shall not be applicable to (i) any of the
transactions described in paragraph (c) of this
Section 11.7 if 80% of the Trustees shall by
resolution have approved a memorandum of
understanding with such Principal Shareholder with
respect to and substantially consistent with such
transaction, in which case approval by Shareholders
as set forth in Section 10.4 of this Declaration
shall be the only vote of Shareholders required by
this Section 11.7, or (ii) any such transaction with
any entity of which a majority of the outstanding
shares of all classes and series of a stock normally
entitled to vote in elections of directors is owned
of record or beneficially by the Trust and its
subsidiaries.

       (e) 	The Board of Trustees shall have the
power and duty to determine for the purposes of this
Section 11.7 on the basis of information known to
the Trust whether (i) a corporation, person or
entity beneficially owns five percent (5%) or more
of the outstanding Shares of any class or series,
(ii) a corporation, person or entity is an affiliate
or associate (as defined above) of another, (iii)
the assets being acquired or leased to or by the
Trust or any subsidiary thereof constitute a
substantial part of the assets of the Trust and have
an aggregate fair market value of less than 2% of
the total assets of the Trust, and (iv) the
memorandum of understanding referred to in paragraph
(d) hereof is substantially consistent with the
transaction covered thereby. Any such determination
shall be conclusive and binding for all purposes of
this Section 11.7.

ARTICLE XII

MISCELLANEOUS

       12.1 Filing. This Declaration and any
amendment or supplement hereto shall be filed in
such places as may be required or as the Trustees
deem appropriate. Each amendment or supplement shall
be accompanied by a certificate signed and
acknowledged by a Trustee stating that such action
was duly taken in a manner provided herein, and
shall, upon insertion in the Trusts minute book, be
conclusive evidence of all amendments contained
therein. A restated Declaration, containing the
original Declaration and all amendments and
supplements theretofore made, may be executed from
time to time by a majority of the Trustees and
shall, upon insertion in the Trusts minute book, be
conclusive evidence of all amendments and
supplements contained therein and may thereafter be
referred to in lieu of the original Declaration and
the various amendments and supplements thereto.

       12.2 Resident Agent. The Trust shall maintain
a resident agent in the State of Delaware, which
agent shall initially be The Corporation Trust
Company, 1209 Orange Street, Wilmington, Delaware
19801 The Trustees may designate a successor
resident agent; provided, however, that such
appointment shall not become effective until written
notice thereof is delivered to the office of the
Secretary of the State.

       12.3 Governing Law. This Declaration is
executed by the Trustees and delivered in the State
of Delaware and with reference to the laws thereof,
and the rights of all parties and the validity and
construction of every provision hereof shall be
subject to and construed according to the DSTA.

       12.4 Counterparts. This Declaration may be
simultaneously executed in several counterparts,
each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one
and the same instrument, which shall be sufficiently
evidenced by any such original counterpart.

       12.5 Reliance by Third Parties. Any
certificate executed by an individual who, according
to the records of the Trust, or of any recording
office in which this Declaration may be recorded,
appears to be a Trustee hereunder, certifying to:
(a) the number or identity of Trustees or
Shareholders, (b) the name of the Trust, (c) the due
authorization of the execution of any instrument or
writing, (d) the form of any vote passed at a
meeting of Trustees or Shareholders, (e) the fact
that the number of Trustees or Shareholders present
at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (f)
the form of any By-Laws adopted by or the identity
of any officers elected by the Trustees, or (g) the
existence of any fact or facts which in any manner
relate to the affairs of the Trust, shall be
conclusive evidence as to the matters so certified
in favor of any person dealing with the Trustees and
their successors.

       12.6 Provisions in Conflict with Law or
Regulation. (a) The provisions of this Declaration
are severable, and if the Trustees shall determine,
with the advice of counsel, that any of such
provisions is in conflict with the provisions of the
Code or with other applicable laws and regulations,
the conflicting provision shall, to the maximum
extent possible, be interpreted to give as much
effect as possible to the intent of the Declaration
taken as a whole; provided, however, that such
determination shall not affect any of the remaining
provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such
determination.

       (b) 	If any provision of this Declaration
shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such
jurisdiction and shall not in any manner affect such
provision in any other jurisdiction or any other
provision of this Declaration in any jurisdiction.

?
       IN WITNESS WHEREOF, the undersigned has caused
this Agreement and Declaration of Trust to be
executed as of August 28, 2020.


John Honis

Ethan Powell

Bryan A. Ward

Dr. Bob Froehlich

Ed Constantino
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>LEGAL PROCEEDINGS
<SEQUENCE>4
<FILENAME>NP_StratOpp_Legal.txt
<DESCRIPTION>HIGHLAND LEGAL PROCEEDINGS
<TEXT>
Stradley Ronon Stevens & Young, LLP v. Highland Funds
I, Highland Funds II, Highland Income Fund (formerly Highland Floating Rate
Opportunities Fund), Highland Global Allocation Fund,
NexPoint Strategic Opportunities Fund, NexPoint
Capital, Inc., NexPoint Real Estate Strategies Fund,
NexPoint Discount Strategies Fund, NexPoint Strategic
Income Fund, NexPoint Energy Opportunities Fund,
NexPoint Healthcare Opportunities Fund, NexPoint
Latin American Opportunities Fund, NexPoint Event-
Driven Fund, Dr. Bob Froehlich, John W. Honis, Timothy
K. Hui, Ethan K. Powell, Bryan A. Ward, Court of
Common Pleas Philadelphia County; Case ID:
181101406

Claim for breach of contract, promissory estoppel, and
unjust enrichment for failure to pay for legal services.
Settled. The effective date of the Settlement Agreement
is March 2, 2020.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>LEGAL PROCEEDINGS
<SEQUENCE>5
<FILENAME>NHF_-_G.1.a.txt
<DESCRIPTION>HIGHLAND LEGAL PROCEEDINGS
<TEXT>
NexPoint Strategic Opportunities Fund
Item G.1.a.i. - Legal Proceedings
Case or Docket Number: 05-15-01463-CV
Full Names of Principal Parties: Claymore Holdings,
LLC v. Credit Suisse AG, Cayman Islands Branch and
Credit Suisse Securities (USA) LLC
Brief Description: Two Highland-managed funds, the
NexPoint Strategic Opportunities Fund and the
Highland Income Fund, are the beneficiaries of a
+$400 million judgment (including accrued interest)
against Credit Suisse related to a syndicated real
estate transaction fraudulently underwritten by the
Swiss bank.  Credit Suisse is appealing the judgment
against it.  The two funds also are participants in
a similar action against Credit Suisse related to
five additional real estate deals in which the funds
allege Credit Suisse committed fraud in relation to
the underwriting.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>LEGAL PROCEEDINGS
<SEQUENCE>6
<FILENAME>NHF_Statement_of_Preference.txt
<DESCRIPTION>HIGHLAND LEGAL PROCEEDINGS
<TEXT>
NEXPOINT STRATEGIC OPPORTUNITIES FUND
STATEMENT OF PREFERENCES
OF
5.50% SERIES A CUMULATIVE PREFERRED SHARES
NexPoint Strategic Opportunities Fund, a Delaware
statutory trust (the Trust), hereby certifies that:
FIRST: The Board of Trustees of the Trust, at a
meeting duly convened and held on October 13, 2020
(i) pursuant to authority expressly vested in it by
the Amended and Restated Agreement and Declaration
of Trust of the Trust, as amended from time to time,
adopted resolutions classifying an unlimited amount
of shares as authorized but unissued preferred
shares of the Trust, par value $0.001 per share, and
(ii) at a meeting duly convened and held on October
13, 2020 designated, and approved the issuance and
sale of up to, $120 million in liquidation
preference of such preferred shares.
SECOND: The preferences, rights, voting powers,
restrictions, limitations as to dividends and
distributions, qualifications, and terms and
conditions of redemption of the Trusts 5.50% Series
A Cumulative Preferred Shares, par value $0.001 per
share, as set by the Board of Trustees, are as
follows:
DESIGNATION
5.50% Series A Cumulative Preferred Shares: A series
of up to 4,800,000 preferred shares, par value
$0.001 per share, liquidation preference $25.00 per
share, is hereby designated 5.50% Series A
Cumulative Preferred Shares (the Series A Preferred
Shares). Each Series A Preferred Share may be issued
on a date to be determined by the Board of Trustees
or its delegates and as are set forth in this
Statement of Preferences, and shall have such other
preferences, rights, voting powers, restrictions,
limitations as to dividends and distributions,
qualifications and terms and conditions of
redemption, in addition to those required by
applicable law or set forth in the Governing
Documents (as defined herein) applicable to
preferred shares of the Trust (Preferred Shares), as
are set forth in this Statement of Preferences. The
Series A Preferred Shares shall constitute a
separate series of Preferred Shares.
This Statement of Preferences sets forth the rights,
powers, preferences and privileges of the holders of
the Series A Preferred Shares and the provisions set
forth herein shall operate either as additions to or
modifications of the rights, powers, preferences and
privileges of the holders of the Series A Preferred
Shares under the Declaration (as defined herein), as
the context may require. To the extent the
provisions set forth herein conflict with the
provisions of the Declaration with respect to any
such rights, powers, preferences and privileges,
this Statement of Preferences shall control. Except
as contemplated by the immediately preceding
sentence, the Declaration shall control as to the
Trust generally and the rights, powers, preferences
and privileges of the other shareholders of the
Trust.
PART I

DEFINITIONS
Unless the context or use indicates another or
different meaning or intent, each of the following
terms when used in this Statement of Preferences
shall have the meaning ascribed to it below, whether
such term is used in the singular or plural and
regardless of tense:
1940 Act means the Investment Company Act of 1940,
as amended, or any successor statute. References to
the 1940 Act in this Statement of Preferences shall
apply to the Trust for so long as, and only for so
long as, the Trust shall remain registered as an
investment company act under the 1940 Act.
1940 Act Asset Coverage means, for so long as, and
only for so long as, the Trust shall remain
registered as an investment company act under the
1940 Act, asset coverage, as determined in
accordance with Section 18(h) of the 1940 Act, of at
least 200% with respect to all outstanding senior
securities of the Trust which are stock, including
all Outstanding Series A Preferred Shares (or such
other asset coverage as may in the future be
specified in or under the 1940 Act as the minimum
asset coverage for senior securities which are stock
of a closed-end investment company as a condition of
declaring dividends on its common stock), determined
on the basis of values calculated as of a time
within 48 hours (not including Saturdays, Sundays or
holidays) next preceding the time of such
determination. Effective immediately upon issuance
of the Deregistration Order, the Trust shall have no
obligation to comply with 1940 Act Asset Coverage or
any provisions related thereto in this Statement of
Preferences.
1940 Act Asset Coverage Cure Date means, with
respect to the failure by the Trust to maintain 1940
Act Asset Coverage (as required by paragraph 6(a)(i)
of Part II hereof) as of the last Business Day of
each March, June, September and December of each
year, 49 days following such Business Day.
1940 Act Voting Period has the meaning set forth in
paragraph 5(b)(i) of Part II hereof.
Board of Trustees means the Board of Trustees of the
Trust or any duly authorized committee thereof as
permitted by applicable law.
Business Day means a day on which the NSYE is open
for trading and that is neither a Saturday nor a
Sunday.
By-Laws means the Amended and Restated By-Laws of
the Trust, as amended from time to time.
Common Shares means the common shares of beneficial
interest, par value $0.001 per share, of the Trust.
Date of Original Issue means December 15, 2020 with
respect to the Series A Preferred Shares, and for
the purposes of this Statement of Preferences shall
have a correlative meaning with respect to any other
class or series of Preferred Shares.
Declaration means the Amended and Restated Agreement
and Declaration of Trust of the Trust, dated as of
August 28, 2020, as amended, supplemented or
restated from time to time (including by this
Statement of Preferences or by way of any other
supplement or Statement of Preferences authorizing
or creating a class of shares of beneficial interest
in the Trust).
Deregistration Order shall mean an order issued by
the Securities and Exchange Commission declaring
that the Trust has ceased to be an investment
company, as defined in the 1940 Act.
Deposit Assets means cash, Short Term Money Market
Instruments and U.S. Government Obligations. Each
Deposit Asset shall be deemed to have a value equal
to its principal or face amount payable at maturity
plus any interest payable thereon after delivery of
such Deposit Asset but only if payable on or prior
to the applicable payment date in advance of which
the relevant deposit is made.
Dividend Disbursing Agent means, with respect to the
Series A Preferred Shares, American Stock Transfer &
Trust Company and its successors or any other
dividend disbursing agent appointed by the Trust
and, with respect to any other class or series of
Preferred Shares, the Person appointed by the Trust
as dividend disbursing or paying agent with respect
to such class or series.
Dividend Payment Date means with respect to the
Series A Preferred Shares, any date on which
dividends and distributions declared by, or under
authority granted by, the Board of Trustees thereon
are payable pursuant to the provisions of paragraph
2(a) of Part II of this Statement of Preferences and
shall for the purposes of this Statement of
Preferences have a correlative meaning with respect
to any other class or series of Preferred Shares.
Dividend Period shall have the meaning set forth in
paragraph 2(a) of Part II hereof, and for the
purposes of this Statement of Preferences shall have
a correlative meaning with respect to any other
class or series of Preferred Shares.
DSTA means the Delaware Statutory Trust Act.
Egan-Jones means Egan-Jones Ratings Company.
Governing Documents means the Declaration and the
By-Laws.
Liquidation Preference shall, with respect to the
Series A Preferred Shares, have the meaning set
forth in paragraph 3(a) of Part II hereof, and for
the purposes of this Statement of Preferences shall
have a correlative meaning with respect to any other
class or series of Preferred Shares.
Notice of Redemption shall have the meaning set
forth in paragraph 4(c)(i) of Part II hereof.
NYSE means the New York Stock Exchange.
Outside Redemption Date means the 30th Business Day
after a Cure Date.
Outstanding means, as of any date, Preferred Shares
theretofore issued by the Trust except:
(a) any such Preferred Share theretofore
cancelled by the Trust or delivered to the Trust
for cancellation;
(b) any such Preferred Share as to which a notice
of redemption shall have been given and for whose
payment at the redemption thereof Deposit Assets
in the necessary amount are held by the Trust in
trust for, or have been irrevocably deposited
with the relevant disbursing agent for payment
to, the holder of such share pursuant to this
Statement of Preferences with respect thereto;
and
(c) any such Preferred Share in exchange for or
in lieu of which other shares have been issued
and delivered.
Notwithstanding the foregoing, for purposes of
voting rights (including the determination of the
number of shares required to constitute a
quorum), any Preferred Shares as to which the
Trust or any subsidiary of the Trust is the
holder will be disregarded and deemed not
Outstanding.
Person means and includes an individual, a
partnership, the Trust, a trust, a corporation, a
limited liability company, an unincorporated
association, a joint venture or other entity or a
government or any agency or political subdivision
thereof.
Post-Deregistration Voting Period has the meaning
set forth in paragraph 5(b)(ii) of Part II hereof.
Preferred Shares means all series of the preferred
shares, par value $0.001 per share, of the Trust,
and includes the Series A Preferred Shares.
Rating Agency means Egan-Jones, as long as Egan-
Jones is then rating the Series A Preferred Shares
at the Trusts request, or any rating agency then
providing a rating for the Series A Preferred Shares
at the request of the Trust, and for the purpose of
this Statement of Preferences shall have a
correlative meaning with respect to any other series
of Preferred Shares.
Record Date shall have the meaning set forth in
paragraph 2(a) of Part II hereof, and for the
purposes of this Statement of Preferences shall have
a correlative meaning with respect to any other
class or series of Preferred Shares.
Redemption Price has the meaning set forth in
paragraph 4(a) of Part II hereof, and for the
purposes of this Statement of Preferences shall have
a correlative meaning with respect to any other
class or series of Preferred Shares.
Series A Preferred Shares means the 5.50% Series A
Cumulative Preferred Shares, par value $0.001 per
share, of the Trust.
Short Term Money Market Instruments means the
following types of instruments if, on the date of
purchase or other acquisition thereof by the Trust,
the remaining term to maturity thereof is not in
excess of 180 days:
(i)	commercial paper rated A-1 if such
commercial paper matures in 30
days or A-1+ if such commercial
paper matures in over 30 days;
(ii)	demand or time deposits in, and
bankers acceptances and
certificates of deposit of (A) a
depository institution or trust
company incorporated under the
laws of the United States of
America or any state thereof or
the District of Columbia or (B) a
United States branch office or
agency of a foreign depository
institution (provided that such
branch office or agency is subject
to banking regulation under the
laws of the United States, any
state thereof or the District of
Columbia);
(iii)	overnight funds; and
(iv)	U.S. Government Obligations.
Trust means NexPoint Strategic Opportunities Fund, a
Delaware statutory trust.

U.S. Government Obligations means direct obligations
of the United States or obligations issued by its
agencies or instrumentalities that are entitled to
the full faith and credit of the United States and
that, other than United States Treasury Bills,
provide for the periodic payment of interest and the
full payment of principal at maturity or call for
redemption.
Voting Period shall have the meaning set forth in
paragraph 5(b)(ii) of Part II hereof.


PART II

5.50% SERIES A CUMULATIVE PREFERRED SHARES
1. Number of Shares; Ranking.
(a) The initial number of authorized Shares
constituting the Series A Preferred Shares to be
issued is 4,800,000.  No fractional Series A
Preferred Shares shall be issued.
(b) Series A Preferred Shares which at any time
have been redeemed or purchased by the Trust
shall, after such redemption or purchase, have
the status of authorized but unissued Preferred
Shares.
(c) The Series A Preferred Shares shall rank on a
parity with any other series of Preferred Shares
as to the payment of dividends, distributions and
liquidation preference to which such Shares are
entitled.
(d) No holder of Series A Preferred Shares shall
have, solely by reason of being such a holder,
any preemptive or other right to acquire,
purchase or subscribe for any Preferred Shares or
Common Shares or other securities of the Trust
which it may hereafter issue or sell.
2. Dividends and Distributions.
(a) Holders of Series A Preferred Shares shall be
entitled to receive, when, as and if declared by,
or under authority granted by, the Board of
Trustees, out of funds legally available
therefor, cumulative cash dividends and
distributions at the rate of 5.50% per annum
(computed on the basis of a 360-day year
consisting of twelve 30-day months) of the
Liquidation Preference on the Series A Preferred
Shares and no more, payable quarterly on March
31, June 30, September 30 and December 31 in each
year (each a Dividend Payment Date) commencing on
March 31, 2021 (or, if any such day is not a
Business Day, then on the next succeeding
Business Day). Dividends and distributions will
be payable to holders of record of Series A
Preferred Shares as they appear on the share
register of the Trust at the close of business on
the fifth preceding Business Day (each, a Record
Date) in preference to dividends and
distributions on Common Shares and any other
capital shares of the Trust ranking junior to the
Series A Preferred Shares in payment of dividends
and distributions. Dividends and distributions on
Series A Preferred Shares that were originally
issued on the Date of Original Issue shall
accumulate from the Date of Original Issue.
Dividends and distributions on all other Series A
Preferred Shares shall accumulate from (i) the
date on which such shares are originally issued
if such date is a Dividend Payment Date, (ii) the
immediately preceding Dividend Payment Date if
the date on which such shares are originally
issued is other than a Dividend Payment Date and
is on or before a Record Date or (iii) the
immediately following Dividend Payment Date if
the date on which such shares are originally
issued is during the period between a Record Date
and a Dividend Payment Date. Each period
beginning on and including a Dividend Payment
Date (or the Date of Original Issue, in the case
of the first dividend period after the issuance
of such shares) and ending on but excluding the
next succeeding Dividend Payment Date is referred
to herein as a Dividend Period. Dividends and
distributions on account of arrears for any past
Dividend Period or in connection with the
redemption of Series A Preferred Shares may be
declared and paid at any time, without reference
to any Dividend Payment Date, to holders of
record on such date not exceeding 30 days
preceding the payment date thereof as shall be
fixed by the Board of Trustees.
(b)  	(i) No full dividends or distributions shall
be declared or paid on Series A Preferred
Shares for any Dividend Period or part
thereof unless full cumulative dividends and
distributions due through the most recent
Dividend Payment Dates therefor for all
series of Preferred Shares ranking on a
parity with the Series A Preferred Shares as
to the payment of dividends and
distributions have been or contemporaneously
are declared and paid through the most
recent Dividend Payment Dates therefor. If
full cumulative dividends and distributions
due have not been paid on all such
Outstanding Preferred Shares, any dividends
and distributions being paid on such
Preferred Shares (including the Series A
Preferred Shares) will be paid as nearly pro
rata as possible in proportion to the
respective amounts of dividends and
distributions accumulated but unpaid on each
such series of Preferred Shares on the
relevant Dividend Payment Date. No holders
of Series A Preferred Shares shall be
entitled to any dividends or distributions,
whether payable in cash, property or shares,
in excess of full cumulative dividends and
distributions as provided in this paragraph
2(b)(i) on Series A Preferred Shares. No
interest or sum of money in lieu of interest
shall be payable in respect of any dividend
payments on any Series A Preferred Shares
that may be in arrears.
(ii) For so long as Series A Preferred
Shares are Outstanding, the Trust shall not
declare or pay any dividend or other
distribution (other than a dividend or
distribution paid in Common Shares, or
options, warrants or rights to subscribe for
or purchase Common Shares or other shares,
if any, ranking junior to the Series A
Preferred Shares as to dividends and
distribution of assets upon liquidation) in
respect of the Common Shares or any other
shares of the Trust ranking junior to the
Series A Preferred Shares as to the payment
of dividends and the distribution of assets
upon liquidation, or call for redemption,
redeem, purchase or otherwise acquire for
consideration any Common Shares or any other
shares of the Trust ranking junior to the
Series A Preferred Shares as to the payment
of dividends and the distribution of assets
upon liquidation (except by conversion into
or exchange for shares of the Trust ranking
junior to the Series A Preferred Shares as
to dividends and distributions of assets
upon liquidation), unless, in each case, (A)
immediately thereafter, for so long as, and
only for so long as, the Trust shall remain
registered as an investment company under
the 1940 Act, the Trust shall have 1940 Act
Asset Coverage, (B) all cumulative dividends
and distributions on all Series A Preferred
Shares due on or prior to the date of the
transaction have been declared and paid (or
shall have been declared and sufficient
funds for the payment thereof deposited with
the applicable Dividend Disbursing Agent)
and (C) the Trust has redeemed the full
number of Series A Preferred Shares to be
redeemed mandatorily pursuant to any
provision contained herein for mandatory
redemption.
(iii) Any dividend payment made on the
Series A Preferred Shares shall first be
credited against the dividends and
distributions accumulated with respect to
the earliest Dividend Period for which
dividends and distributions have not been
paid.
(c) Not later than the Business Day immediately
preceding each Dividend Payment Date, the Trust
shall deposit with the Dividend Disbursing Agent
Deposit Assets having an initial combined value
sufficient to pay the dividends and distributions
that are payable on such Dividend Payment Date,
which Deposit Assets shall mature (if such assets
constitute debt securities or time deposits) on
or prior to such Dividend Payment Date. The Trust
may direct the Dividend Disbursing Agent with
respect to the investment of any such Deposit
Assets, provided that such investment consists
exclusively of Deposit Assets and provided
further that the proceeds of any such investment
will be available at the opening of business on
such Dividend Payment Date.
3. Liquidation Rights.
(a) In the event of any liquidation, dissolution
or winding up of the affairs of the Trust,
whether voluntary or involuntary, the holders of
Series A Preferred Shares shall be entitled to
receive out of the assets of the Trust available
for distribution to shareholders, after
satisfying claims of creditors but before any
distribution or payment shall be made in respect
of the Common Shares or any other shares of the
Trust ranking junior to the Series A Preferred
Shares as to liquidation payments, a liquidation
distribution in the amount of $25.00 per share
(the Liquidation Preference), plus an amount
equal to all unpaid dividends and distributions
accumulated to and including the date fixed for
such distribution or payment (whether or not
earned or declared by the Trust, but excluding
interest thereon), and such holders shall be
entitled to no further participation in any
distribution or payment in connection with any
such liquidation, dissolution or winding up of
the Trust.
(b) If, upon any liquidation, dissolution or
winding up of the affairs of the Trust, whether
voluntary or involuntary, the assets of the Trust
available for distribution among the holders of
all Outstanding Series A Preferred Shares, and
any other Outstanding class or series of
Preferred Shares ranking on a parity with the
Series A Preferred Shares as to payment upon
liquidation, shall be insufficient to permit the
payment in full to such holders of Series A
Preferred Shares of the Liquidation Preference
plus accumulated and unpaid dividends and
distributions and the amounts due upon
liquidation with respect to such other Preferred
Shares, then such available assets shall be
distributed among the holders of Series A
Preferred Shares and such other Preferred Shares
ratably in proportion to the respective
preferential liquidation amounts to which they
are entitled. Unless and until the Liquidation
Preference plus accumulated and unpaid dividends
and distributions has been paid in full to the
holders of Series A Preferred Shares, no
dividends or distributions will be made to
holders of the Common Shares or any other shares
of the Trust ranking junior to the Series A
Preferred Shares as to liquidation.
4. Redemption.
The Series A Preferred Shares shall be redeemed by
the Trust as provided below:
(a) Mandatory Redemptions. For so long as, and
only for so long as, the Trust shall remain
registered as an investment company under the
1940 Act, if the Trust is required to redeem any
Preferred Shares (which may include Series A
Preferred Shares) pursuant to paragraph 6(b) of
Part II hereof, then the Trust shall, to the
extent permitted by the DSTA and, if applicable,
the 1940 Act, by the close of business on such
1940 Act Asset Coverage Cure Date fix a
redemption date that is on or before the Outside
Redemption Date and proceed to redeem shares as
set forth in paragraph 4(c) hereof; provided,
however, that the Trust may fix a redemption date
that is after the Outside Redemption Date if the
Board of Trustees determines in good faith that
extraordinary market conditions exist as a result
of which disposal by the Trust of securities
owned by it is not reasonably practicable, or is
not reasonably practicable at fair value. On such
redemption date, the Trust shall redeem, out of
funds legally available therefor, (i) the number
of Preferred Shares, which, to the extent
permitted by the DSTA and, if applicable, the
1940 Act, at the option of the Trust may include
any proportion of Series A Preferred Shares or
any other series of Preferred Shares, equal to
the minimum number of shares the redemption of
which, if such redemption had occurred
immediately prior to the opening of business on
such 1940 Act Asset Coverage Cure Date, would
have resulted in the Trust having 1940 Act Asset
Coverage immediately prior to the opening of
business on such 1940 Act Asset Coverage Cure
Date or (ii) if such 1940 Act Asset Coverage
cannot be so restored, all of the Outstanding
Series A Preferred Shares, at a price equal to
$25.00 per share plus accumulated but unpaid
dividends and distributions (whether or not
earned or declared by the Trust) through, but not
including, the date of redemption (the Redemption
Price). In the event that Preferred Shares are
redeemed pursuant to paragraph 6(b) of Part II
hereof, the Trust may, but is not required to,
redeem an additional number of Series A Preferred
Shares pursuant to this paragraph 4(a)(i) which,
when aggregated with other Preferred Shares
redeemed by the Trust, permits the Trust to have
with respect to the Preferred Shares (including
the Series A Preferred Shares) remaining
Outstanding after such redemption 1940 Act Asset
Coverage of as much as 220%. In the event that
all of the Series A Preferred Shares then
Outstanding are required to be redeemed pursuant
to paragraph 6(b) of Part II hereof, the Trust
shall redeem such shares at the Redemption Price
and proceed to do so as set forth in paragraph
4(c) hereof. Effective immediately upon issuance
of the Deregistration Order, this paragraph
4(a)(i) shall be void and shall have no further
effect.
(b) Optional Redemptions. Prior to December 15,
2023, the Series A Preferred Shares are not
subject to optional redemption by the Trust
unless such redemption is necessary, in the
judgment of the Board of Trustees, to maintain
the Trusts status as a regulated investment
company (RIC) or a real estate investment trust
(REIT), as applicable, under Subchapter M of the
Internal Revenue Code of 1986, as amended.
Commencing December 15, 2023, and thereafter, and
prior thereto to the extent necessary to maintain
the Trusts status as a RIC or a REIT, as
applicable, under Subchapter M of the Internal
Revenue Code of 1986, as amended, to the extent
permitted by DSTA and, if applicable, the 1940
Act, the Trust may at any time upon Notice of
Redemption redeem the Series A Preferred Shares
in whole or in part at the Redemption Price per
share, which notice shall specify a redemption
date of not fewer than 30 days nor more than 90
days after the date of such notice.
(c) Procedures for Redemption.
(i) If the Trust shall determine or be
required to redeem Series A Preferred Shares
pursuant to this paragraph 4, it shall mail a
written notice of redemption (Notice of
Redemption) with respect to such redemption
by first class mail, postage prepaid, to each
holder of the shares to be redeemed at such
holders address as the same appears on the
share register of the Trust on the close of
business on such date as the Board of
Trustees or its delegatee may determine,
which date shall not be earlier than the
second Business Day prior to the date upon
which such Notice of Redemption is mailed or
delivered electronically to the holders of
Series A Preferred Shares. Each such Notice
of Redemption shall state: (A) the redemption
date as established by the Board of Trustees
or its delegatee; (B) the number of Series A
Preferred Shares to be redeemed; (C) the
CUSIP number(s) of such shares; (D) the
Redemption Price (specifying the amount of
accumulated dividends and distributions to be
included therein); (E) the place or places
where the certificate(s) for such shares
(properly endorsed or assigned for transfer,
if the Board of Trustees or its delegatee
shall so require and the Notice of Redemption
shall so state), if any, are to be
surrendered for payment in respect of such
redemption; (F) that dividends and
distributions on the shares to be redeemed
will cease to accrue on such redemption date;
(G) the provisions of this paragraph 4 under
which such redemption is made; and (H) in the
case of a redemption pursuant to paragraph
4(b), any conditions precedent to such
redemption. If fewer than all Series A
Preferred Shares held by any holder are to be
redeemed, the Notice of Redemption mailed or
delivered electronically to such holder also
shall specify the number or percentage of
shares to be redeemed from such holder. No
defect in the Notice of Redemption or the
mailing thereof shall affect the validity of
the redemption proceedings, except as
required by applicable law.
(ii) If the Trust shall give a Notice of
Redemption, then by the close of business on
the Business Day preceding the redemption
date specified in the Notice of Redemption
(so long as any conditions precedent to such
redemption have been met) or, if the Dividend
Disbursing Agent so agrees, another date not
later than the redemption date, the Trust
shall (A) deposit with the Dividend
Disbursing Agent Deposit Assets that shall
mature (if such assets constitute debt
securities or time deposits) on or prior to
such redemption date having an initial
combined value sufficient to effect the
redemption of the Series A Preferred Shares
to be redeemed and (B) give the Dividend
Disbursing Agent irrevocable instructions and
authority to pay the Redemption Price to the
holders of the Series A Preferred Shares
called for redemption on the redemption date.
The Trust may direct the Dividend Disbursing
Agent with respect to the investment of any
Deposit Assets so deposited provided that the
proceeds of any such investment will be
available at the opening of business on such
redemption date. Upon the date of such
deposit (unless the Trust shall default in
making payment of the Redemption Price), all
rights of the holders of the Series A
Preferred Shares so called for redemption
shall cease and terminate except the right of
the holders thereof to receive the Redemption
Price thereof and such shares shall no longer
be deemed Outstanding for any purpose. The
Trust shall be entitled to receive, promptly
after the date fixed for redemption, any cash
in excess of the aggregate Redemption Price
of the Series A Preferred Shares called for
redemption on such date and any remaining
Deposit Assets. Any assets so deposited that
are unclaimed at the end of two years from
such redemption date shall, to the extent
permitted by law, be repaid to the Trust,
after which the holders of the Series A
Preferred Shares so called for redemption
shall look only to the Trust for payment of
the Redemption Price thereof. The Trust shall
be entitled to receive, from time to time
after the date fixed for redemption, any
interest on the Deposit Assets so deposited.
(iii) On or after the redemption date, each
holder of Series A Preferred Shares that are
subject to redemption shall surrender such
shares to the Trust as instructed in the
Notice of Redemption and shall then be
entitled to receive the cash Redemption
Price, without interest.
(iv) In the case of any redemption of less
than all of the Series A Preferred Shares
pursuant to this Statement of Preferences,
such redemption shall be made pro rata from
each holder of Series A Preferred Shares in
accordance with the respective number of
shares held by each such holder on the record
date for such redemption.
(v) Notwithstanding the other provisions of
this paragraph 4, the Trust shall not redeem
any Series A Preferred Shares unless all
accumulated and unpaid dividends and
distributions on all Outstanding Series A
Preferred Shares and other Preferred Shares
ranking on a parity with the Series A
Preferred Shares with respect to dividends
and distributions for all applicable past
Dividend Periods (whether or not earned or
declared by the Trust) shall have been or are
contemporaneously paid or declared and
Deposit Assets for the payment of such
dividends and distributions shall have been
deposited with the Dividend Disbursing Agent
as set forth in paragraph 2(c) of Part II
hereof, provided, however, that the foregoing
shall not prevent the purchase or acquisition
of Outstanding Preferred Shares pursuant to
the successful completion of an otherwise
lawful purchase or exchange offer made on the
same terms to holders of all Outstanding
Series A Preferred Shares.
If the Trust shall not have funds legally available
for the redemption of, or is otherwise unable to
redeem, all the Series A Preferred Shares or other
Preferred Shares designated to be redeemed on any
redemption date, the Trust shall redeem on such
redemption date the number of Series A Preferred
Shares and other Preferred Shares so designated as
it shall have legally available funds, or is
otherwise able, to redeem ratably on the basis of
the Redemption Price from each holder whose shares
are to be redeemed, and the remainder of the Series
A Preferred Shares and other Preferred Shares
designated to be redeemed shall be redeemed on the
earliest practicable date on which the Trust shall
have funds legally available for the redemption of,
or is otherwise able to redeem, such shares upon
Notice of Redemption.
5. Voting Rights.
(a) General. Except as otherwise provided in the
Governing Documents or a resolution of the Board
of Trustees, or as required by applicable law,
holders of Series A Preferred Shares shall have
no power to vote on any matter except matters
submitted to a vote of the Common Shares. In any
matter submitted to a vote of the holders of the
Common Shares, each holder of Series A Preferred
Shares shall be entitled to one vote for each
Series A Preferred Share held and the holders of
the Outstanding Preferred Shares, including
Series A Preferred Shares, and the Common Shares
shall vote together as a single class; provided,
however, that the holders of the Outstanding
Preferred Shares, including Series A Preferred
Shares, shall be entitled, as a separate class,
to the exclusion of the holders of all other
securities and classes of capital shares of the
Trust, to elect 2 of the Trusts trustees for so
long as, and only for so long as, the Trust is
registered as an investment company under the
1940 Act and such entitlement shall cease
immediately upon the issuance of the
Deregistration Order. Subject to paragraph 5(b)
of Part II hereof, the holders of the outstanding
capital shares of the Trust, including the
holders of the Outstanding Preferred Shares,
including the Series A Preferred Shares, voting
as a single class, shall elect the balance of the
trustees.
(b) Additional Voting Rights for Trustees
(i) Right to Elect Majority of Board of
Trustees. For so long as, and only for so
long as, the Trust is registered as an
investment company under the 1940 Act and
such entitlement shall cease immediately
upon the issuance of the Deregistration
Order, during any period in which any one
or more of the conditions described below
shall exist (such period being referred to
herein as a 1940 Act Voting Period), the
number and/or composition of trustees
constituting the Board of Trustees shall be
automatically adjusted as necessary to
permit the holders of Outstanding Preferred
Shares, including the Series A Preferred
Shares, voting separately as one class (to
the exclusion of the holders of all other
securities and classes of capital shares of
the Trust) to elect the number of trustees
that, when added to the 2 trustees elected
exclusively by the holders of Preferred
Shares pursuant to paragraph 5(a) above,
would constitute a simple majority of the
Board of Trustees as so adjusted. The Trust
and the Board of Trustees shall take all
necessary actions, including effecting the
removal of trustees or amendment of the
Declaration, to effect an adjustment of the
number and/or composition of trustees as
described in the preceding sentence. A 1940
Act Voting Period shall commence:
(A) if at any time accumulated
dividends and distributions
(whether or not earned or
declared, and whether or not funds
are then legally available in an
amount sufficient therefor) on the
Outstanding Series A Preferred
Shares equal to at least 2 full
years dividends and distributions
shall be due and unpaid and
sufficient Deposit Assets shall
not have been deposited with the
Dividend Disbursing Agent for the
payment of such accumulated
dividends and distributions; or
(B) if at any time holders of any
other Preferred Shares are
entitled to elect a majority of
the trustees of the Trust under
the 1940 Act or Statement of
Preferences creating such shares.
Effective immediately upon issuance of the
Deregistration Order, this paragraph 5(b)(i) shall
be void and shall have no further effect.

(ii) Post-Deregistration Order Arrearages
Trustee Voting Rights. This paragraph
5(b)(ii) shall not be applicable, and shall
have no effect, until the issuance of the
Deregistration Order and, thereafter, shall
confer the voting entitlement described
herein only for so long as the rules of a
national securities exchange on which any
of the Trusts equity securities are listed
requires holders of Series A Preferred
Shares to have such voting entitlements.
During any period in which accumulated
dividends and distributions (whether or not
earned or declared, and whether or not
funds are then legally available in an
amount sufficient therefor) on the
outstanding Series A Preferred Shares equal
to at least six full quarters dividends and
distributions shall be due and unpaid and
sufficient Deposit Assets shall not have
been deposited with the Dividend Disbursing
Agent for the payment of such accumulated
dividends and distributions (such period
being referred to herein as a Post-
Deregistration Voting Period and, together
with a 1940 Act Voting Period, a Voting
Period), holders of the Series A Preferred
Shares, voting separately as one class (to
the exclusion of the holders of all other
securities and classes of capital shares of
the Trust, except for any other series of
Preferred Shares for which a like voting
entitlement has arisen, with which the
holders of the Series A Preferred Shares
will vote together as one class for this
purpose), shall be entitled to elect 2 of
the Trusts trustees. The Trust and the
Board of Trustees shall take all necessary
actions, including effecting the removal of
trustees or amendment of the Declaration,
to effect an adjustment of the number
and/or composition of trustees as described
in the preceding sentence.
Upon the termination of a Voting Period, the
voting rights described in this paragraph 5(b)
shall cease, subject always, however, to the
reverting of such voting rights in the holders of
Preferred Shares upon the further occurrence of
any of the events described in this paragraph
5(b).
(c) Right to Vote with Respect to Certain Other
Matters. Subject to paragraph 1 of Part III of
this Statement of Preferences, so long as any
Series A Preferred Shares are Outstanding, the
Trust shall not, without the affirmative vote of
the holders of at least two-thirds of the
Preferred Shares Outstanding at the time, voting
separately as one class, amend, alter or repeal
the provisions of this Statement of Preferences
so as to in the aggregate adversely affect the
rights and preferences set forth in any Statement
of Preferences, including the Series A Preferred
Shares. To the extent permitted under the 1940
Act, if applicable, and the applicable exchange
on which the Preferred Shares are listed, in the
event that more than one series of Preferred
Shares are Outstanding, the Trust shall not
effect any of the actions set forth in the
preceding sentence which in the aggregate
adversely affects the rights and preferences set
forth in the Statement of Preferences for a
series of Preferred Shares differently than such
rights and preferences for any other series of
Preferred Shares without the affirmative vote of
the holders of at least two-thirds of the
Preferred Shares Outstanding of each series
adversely affected (each such adversely affected
series voting separately as a class to the extent
its rights are affected differently). The holders
of the Series A Preferred Shares shall not be
entitled to vote on any matter that affects the
rights or interests of only one or more other
series of Preferred Shares. The Trust shall
notify the relevant Rating Agency 10 Business
Days prior to any such vote described above.
Unless a higher percentage is required under the
Governing Documents or applicable provisions of
the DSTA or, if applicable, the 1940 Act, and for
so long as, and only for so long, as the Trust is
registered as an investment company under the
1940 Act, the affirmative vote of the holders of
a majority of the Outstanding Preferred Shares,
including Series A Preferred Shares, voting
together as a single class, will be required to
approve any plan of reorganization (as defined in
the 1940 Act) adversely affecting the Preferred
Shares or any action requiring a vote of security
holders under Section 13(a) of the 1940 Act.
Effective immediately upon issuance of the
Deregistration Order, the immediately preceding
sentence shall be void and shall have no further
effect. For so long as, and only for so long as,
the Trust remains registered as an investment
company under the 1940 Act, the phrase vote of
the holders of a majority of the Outstanding
Preferred Shares (or any like phrase) as used in
this paragraph 5(c) shall mean, in accordance
with Section 2(a)(42) of the 1940 Act, the vote,
at the annual or a special meeting of the
shareholders of the Trust duly called (i) of 67
percent or more of the Preferred Shares present
at such meeting, if the holders of more than 50
percent of the Outstanding Preferred Shares are
present or represented by proxy; or (ii) of more
than 50 percent of the Outstanding Preferred
Shares, whichever is less. The class votes of
holders of Preferred Shares described in this
paragraph 5(c) will in each case be in addition
to a separate vote of the requisite percentage of
Common Shares and Preferred Shares, including
Series A Preferred Shares, voting together as a
single class, necessary to authorize the action
in question. An increase in the number of
authorized Preferred Shares pursuant to the
Governing Documents or the issuance of additional
shares of any series of Preferred Shares
(including Series A Preferred Shares), pursuant
to the Governing Documents shall not in and of
itself be considered to adversely affect the
rights and preferences of the Preferred Shares
and holders of the Series A Preferred Shares, by
virtue of their acquisition of Series A Preferred
Shares, will be deemed to have authorized such
issuances by the Board of Trustees.
(c) Voting Procedures.
(i) As soon as practicable after the accrual
of any right of the holders of Preferred
Shares to elect additional trustees as
described in paragraph 5(b) above, the
Trust shall call a special meeting of such
holders and instruct the Dividend
Disbursing Agent to mail a notice of such
special meeting to such holders, such
meeting to be held not less than 10 nor
more than 40 days after the date of mailing
of such notice. If the Trust fails to send
such notice to the Dividend Disbursing
Agent or if the Trust does not call such a
special meeting, it may be called by any
such holder on like notice. The record date
for determining the holders entitled to
notice of and to vote at such special
meeting shall be the close of business on
the day on which such notice is mailed or
such other date as the Board of Trustees
shall determine. At any such special
meeting and at each shareholder meeting
held during a Voting Period for the purpose
of electing trustees, such holders of
Preferred Shares, voting together as a
class (to the exclusion of the holders of
all other securities and classes of capital
shares of the Trust), shall be entitled to
elect the number of trustees prescribed in
paragraph 5(b) above on a one-vote-per-
share basis. At any such meeting, or
adjournment thereof in the absence of a
quorum, a majority of such holders present
in person or by proxy shall have the power
to adjourn the meeting without notice,
other than by an announcement at the
meeting, to a date not more than 120 days
after the original record date.
(ii) For purposes of determining any rights
of the holders of Series A Preferred Shares
to vote on any matter or the number of
shares required to constitute a quorum,
whether such right is created by this
Statement of Preferences, by the other
provisions of the Governing Documents, by
statute or otherwise, any Series A
Preferred Share which is not Outstanding
shall not be counted.
(iii) The terms of office of all persons who
are trustees of the Trust at the time of a
special meeting of holders of Preferred
Shares to elect trustees and who remain
trustees following such meeting shall
continue, notwithstanding the election at
such meeting by such holders of the number
of trustees that they are entitled to
elect, and the persons so elected by such
holders, together with the 2 incumbent
trustees elected by the holders of
Preferred Shares (to the extent such
election right exists in accordance with
the terms of paragraph 5(a), above) and the
remaining incumbent trustees elected by the
holders of the Common Shares and Preferred
Shares, shall constitute the duly elected
trustees of the Trust.
(iv) Upon the expiration of a Voting Period,
the terms of office of the additional
trustees elected by the holders of
Preferred Shares pursuant to paragraph 5(b)
above shall expire at the earliest time
permitted by law and the remaining trustees
shall constitute the trustees of the Trust
and the voting rights of such holders of
Preferred Shares, including Series A
Preferred Shares, to elect additional
trustees pursuant to paragraph 5(b) above
shall cease, subject to the provisions of
the last sentence of paragraph 5(b). Upon
the expiration of the terms of the trustees
elected by the holders of Preferred Shares
pursuant to paragraph 5(b) above, the
number of trustees shall be automatically
reduced to the number of trustees on the
Board of Trustees immediately preceding
such Voting Period if the number of
trustees on the Board of Trustees was
increased in connection with a Voting
Period.
(d) Exclusive Remedy. Unless otherwise required by
law, the holders of Series A Preferred Shares
shall not have any rights or preferences other
than those specifically set forth herein. The
holders of Series A Preferred Shares shall have
no preemptive rights or rights to cumulative
voting. In the event that the Trust fails to pay
any dividends and distributions on the Series A
Preferred Shares, the exclusive remedy of the
holders shall be the right to vote for trustees
pursuant to the provisions of this paragraph 5.
(e) Notification to Rating Agency. In the event a
vote of holders of Series A Preferred Shares is
required pursuant to the provisions of Section
13(a) of the 1940 Act, as long as the Series A
Preferred Shares are then rated by a Rating
Agency at the Trusts request, the Trust shall,
not later than 10 Business Days prior to the date
on which such vote is to be taken, notify the
relevant Rating Agency that such vote is to be
taken and the nature of the action with respect
to which such vote is to be taken and, not later
than 10 Business Days after the date on which
such vote is taken, notify such Rating Agency of
the result of such vote. Effective immediately
upon issuance of the Deregistration Order, this
paragraph 5(e) shall be void and shall have no
further effect.
6. Coverage Tests.
(a) Determination of Compliance. For so long as,
and only for so long as, the Trust shall remain
registered as an investment company under the
1940 Act, the Trust shall make the following
determination:
(i) 1940 Act Asset Coverage. The Trust shall
have 1940 Act Asset Coverage as of the last
Business Day of each March, June, September
and December of each year in which any
Series A Preferred Shares are Outstanding;
provided, however, that, effective
immediately upon issuance of the
Deregistration Order, the Trust shall have
no obligation to make any determination
with respect to 1940 Act Asset Coverage and
this paragraph 6(a)(i) shall be void and
shall have no further effect.
(b) Failure to Meet 1940 Act Asset Coverage. For
so long as, and only for so long as, the Trust
shall remain registered as an investment company
under the 1940 Act, if the Trust fails to have
1940 Act Asset Coverage as provided in paragraph
6(a)(i) hereof and such failure is not cured as
of the related 1940 Act Asset Coverage Cure Date,
(i) the Trust shall give a Notice of Redemption
as described in paragraph 4 of Part II hereof
with respect to the redemption of a sufficient
number of Preferred Shares, which at the Trusts
determination (to the extent permitted by the
1940 Act and the DSTA) may include any proportion
of Series A Preferred Shares, to enable it to
meet the requirements of paragraph 6(a)(i) above,
and, at the Trusts discretion, such additional
number of Series A Preferred Shares or other
Preferred Shares in order that the Trust have
1940 Act Asset Coverage with respect to the
Series A Preferred Shares and any other Preferred
Shares remaining Outstanding after such
redemption as great as 220%, and (ii) deposit
with the Dividend Disbursing Agent Deposit Assets
having an initial combined value sufficient to
effect the redemption of the Series A Preferred
Shares or other Preferred Shares to be redeemed,
as contemplated by paragraph 4 of Part II hereof.
Effective immediately upon issuance of the
Deregistration Order, this paragraph 6(b) shall
no longer apply and shall be void and shall have
no further effect.
(c) Status of Shares Called for Redemption. For
purposes of determining whether the requirements
of paragraph 6(a)(i) hereof are satisfied, (i) no
Series A Preferred Share shall be deemed to be
Outstanding for purposes of any computation if,
prior to or concurrently with such determination,
sufficient Deposit Assets to pay the full
Redemption Price for such share shall have been
deposited in trust with the Dividend Disbursing
Agent (or applicable paying agent) and the
requisite Notice of Redemption shall have been
given, and (ii) such Deposit Assets deposited
with the Dividend Disbursing Agent (or paying
agent) shall not be included.
7. Limitation on Incurrence of Additional
Indebtedness and Issuance of Additional Preferred
Shares
(a) For so long as, and only for so long as, the
Trust shall remain registered as an investment
company act under the 1940 Act and any Series A
Preferred Shares are Outstanding, the Trust may
issue and sell one or more series of a class of
senior securities of the Trust representing
indebtedness under Section 18 of the 1940 Act
and/or otherwise create or incur indebtedness,
provided that, immediately after giving effect to
the incurrence of such indebtedness and to its
receipt and application of the proceeds thereof,
the Trust shall have an asset coverage for all
senior securities representing indebtedness, as
defined in Section 18(h) of the 1940 Act, of at
least 300% of the amount of all indebtedness of
the Trust then outstanding and no such additional
indebtedness shall have any preference or
priority over any other indebtedness of the Trust
upon the distribution of the assets of the Trust
or in respect of the payment of interest. Any
possible liability resulting from lending and/or
borrowing portfolio securities, entering into
reverse repurchase agreements, entering into
futures contracts and writing options, to the
extent such transactions are made in accordance
with the investment restrictions of the Trust
then in effect, shall not be considered to be
indebtedness limited by this paragraph 7(a) if
such liabilities are covered in accordance with
the requirements of the 1940 Act and applicable
guidance. Effective immediately upon issuance of
the Deregistration Order, this paragraph 7(a)
shall be void and shall have no further effect.
(b) For so long as, and only for so long as, the
Trust shall remain registered as an investment
company act under the 1940 Act and any Series A
Preferred Shares are Outstanding, the Trust may
issue and sell shares of one or more other series
of Preferred Shares constituting a series of a
class of senior securities of the Trust
representing stock under Section 18 of the 1940
Act in addition to the Series A Preferred Shares
and other Preferred Shares then Outstanding,
provided that (i) the Trust shall, immediately
after giving effect to the issuance of such
additional Preferred Shares and to its receipt
and application of the proceeds thereof,
including, without limitation, to the redemption
of Preferred Shares for which a Notice of
Redemption has been mailed or delivered
electronically prior to such issuance, have an
asset coverage for all senior securities which
are stock, as defined in Section 18(h) of the
1940 Act, of at least 200% of the sum of the
Liquidation Preference of the Series A Preferred
Shares and all other Preferred Shares then
Outstanding, and (ii) no such additional
Preferred Shares shall have any preference or
priority over any other Preferred Shares upon
liquidation or the distribution of the assets of
the Trust or in respect of the payment of
dividends. Effective immediately upon issuance of
the Deregistration Order, this paragraph 7(b)
shall be void and shall have no further effect.
8. Restrictions on Ownership and Transfer
Effective immediately upon the Trusts election to
qualify as a REIT for federal income tax purposes,
the Series A Preferred Shares and any other series
of Preferred Shares Outstanding shall be subject to
the provisions of Article XII of the Declaration.
Pursuant to Article XII of the Declaration, and
without limitation of any provisions of such Article
XII, Series A Preferred Shares together with Common
Shares beneficially or constructively owned (as
defined in the Declaration) by a shareholder in
excess of the Aggregate Share Ownership Limit (as
defined in the Declaration), shall automatically be
transferred to a Charitable Trust (as defined in the
Declaration) for the benefit of one or more
Charitable Beneficiaries (as defined in the
Declaration) in accordance with and subject to the
provisions of such Article XII (including, without
limitation, any applicable exceptions or any
additional remedies provided to the Board pursuant
to such Article XII). Section 12.2.9 of the
Declaration providing for a legend on certificates
will also apply to shares of Series A Preferred
Shares with such changes as are appropriate to refer
to the Series A Preferred Shares and restrictions
applicable thereto.
PART III

ABILITY OF THE BOARD OF TRUSTEES TO MODIFY
THE STATEMENT OF PREFERENCES
1. Modification to Prevent Ratings Reduction or
Withdrawal. The Board of Trustees, without further
action by the shareholders, may amend, alter, add to
or repeal any provision of this Statement of
Preferences that has been adopted by the Trust
pursuant to the Rating Agency guidelines or add
covenants and other obligations of the Trust to this
Statement of Preferences, if the applicable Rating
Agency confirms that such amendments or
modifications are necessary to prevent a reduction
in, or the withdrawal of, a rating of the Preferred
Shares and such amendments and modifications do not
adversely affect the rights and preferences of and
are in the aggregate in the best interests of the
holders of the Preferred Shares.
2. Other Modification. The Board of Trustees, without
further action by the shareholders, may amend,
alter, add to or repeal any provision of this
Statement of Preferences including provisions that
have been adopted by the Trust pursuant to the
Rating Agency guidelines, if such amendments or
modifications will not in the aggregate adversely
affect the rights and preferences of the holders of
any series of the Preferred Shares, provided, that
the Trust has received confirmation from each
applicable Rating Agency that such amendment or
modification would not adversely affect such Rating
Agencys then-current rating of such series of the
Trusts Preferred Shares.
Notwithstanding the provisions of the preceding
paragraph, to the extent permitted by law, the Board
of Trustees or its delegatee, without the vote of
the holders of the Series A Preferred Shares or any
other shares of the Trust, may amend the provisions
of this Statement of Preferences to resolve any
inconsistency or ambiguity or to remedy any formal
defect so long as the amendment does not in the
aggregate adversely affect the rights and
preferences of the Series A Preferred Shares.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, NexPoint Strategic Opportunities Fund has caused this
Statement of Preferences to be signed in its name and on its behalf by a duly
authorized officer, who acknowledges said instrument to be the statutory
trust act of the Trust, and states that, to the best of such officers
knowledge, information and belief under penalty of perjury, the matters and
facts herein set forth with respect to approval are true in all material
respects, as of December 15, 2020.
By:
Name:
Title:
Attest,

Name:
Title:
2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>INTERNAL CONTROL RPT
<SEQUENCE>7
<FILENAME>ICL_NHF.txt
<DESCRIPTION>INTERNAL CONTROL LETTER
<TEXT>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders and Board of Trustees of
NexPoint Strategic Opportunities Fund

In planning and performing our audit of the
financial statements of NexPoint Strategic
Opportunities Fund (the
Fund) as of and for the year ended December 31,
2020, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States) (PCAOB), we considered the Funds internal
control over financial reporting, including
controls over safeguarding securities, as a basis
for designing our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of
Form N-CEN, but not for the purpose of expressing
an opinion on the effectiveness of the Funds
internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Fund is responsible for
establishing and maintaining effective internal
control over financial reporting.  In fulfilling
this responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls.  A funds
internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting
and the preparation of financial statements for
external purposes in accordance with generally
accepted accounting principles (GAAP).  A funds
internal control over financial reporting includes
those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets of the
fund; (2) provide reasonable assurance that
transactions are recorded as necessary to permit
preparation of financial statements in accordance
with GAAP, and that receipts and expenditures of
the fund are being made only in accordance with
authorizations of management and trustees of the
fund; and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use or disposition of a
funds assets that could have a material effect on
the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent or
detect misstatements.  Also, projections of any
evaluation of effectiveness to future periods are
subject to the risk that controls may become
inadequate because of changes in conditions, or
that the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees, in
the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency,
or combination of deficiencies, in internal control
over financial reporting, such that there is a
reasonable possibility that a material misstatement
of the Funds annual or interim financial statements
will not be prevented or detected on a timely
basis.

Our consideration of the Funds internal control
over financial reporting was for the limited
purpose described in the first paragraph and would
not necessarily disclose all deficiencies in
internal control that might be material weaknesses
under standards established by the PCAOB.  However,
we noted no deficiencies in the Funds internal
control over financial reporting and its operation,
including controls over safeguarding securities,
that we consider to be a material weakness as
defined above as of December 31, 2020.

This report is intended solely for the information
and use of management and the Board of Trustees of
the Fund and the Securities and Exchange Commission
and is not intended to be and should not be used by
anyone other than these specified parties.


COHEN & COMPANY, LTD.
Cleveland, Ohio
March 3, 2021


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
