Item 1.01 Entry into a Material Definitive Agreement.

Amendment to the Advisory Agreement

On October 25, 2022, NexPoint Diversified Real Estate Trust (the "Company") and NexPoint Real Estate Advisors X, L.P. (the "Adviser") entered into an amendment (the "Advisory Agreement Amendment") to the Advisory Agreement, dated July 1, 2022, by and between the Company and the Adviser (the "Advisory Agreement"). The Advisory Agreement Amendment changes the structure of the advisory fee which the Company pays to the Adviser each month such that a portion of the monthly installment of the advisory fee shall be paid in cash up to $1 million and the remainder of the monthly installment of the advisory fee, if any, shall be paid in common shares of the Company, subject to certain restrictions. The Advisory Agreement Amendment also provides that the administrative fee which the Company pays to the Adviser shall be paid in cash.

In compliance with the Company's Related Party Transaction Policy, the Advisory Agreement Amendment was reviewed and approved by the Audit Committee of the Board of Directors of the Company.

The description of the material terms of the Advisory Agreement Amendment is qualified in its entirety by reference to the Advisory Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01. For additional information regarding the Advisory Agreement, see Item 1.01. "Entry into a Material Definitive Agreement-Advisory Agreement" in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022, which is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.


Exhibit Number                         Exhibit Description
10.1             First Amendment to Advisory Agreement of NexPoint Diversified Real
               Estate Trust
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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