<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>
