Item 1.01 Entry into a Material Definitive Agreement.

Amendment to the Advisory Agreement

On April 11, 2023, 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"), as amended by that First Amendment to Advisory Agreement, dated October 25, 2022. The Advisory Agreement Amendment changes the structure of the fees which the Company pays to the Adviser each month such that the monthly installment of the fees shall be paid in cash unless the Adviser elects, in its sole discretion, to receive all or a portion of the monthly installment of the fees in common shares of the Company, subject to certain restrictions including that in no event shall the common shares issued to the Adviser under the Advisory Agreement exceed five percent of the number of common shares or five percent of the voting power of the Company outstanding prior to the first such issuance (the "Share Cap") and that in no event shall the Common Shares issued to the Adviser under the Advisory Agreement exceed 6,000,000 Common Shares; provided, however, that the Share Cap will not apply if the Company's shareholders have approved issuances in excess of the Share Cap.

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 Trustees 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, and Item 1.01 "Entry into a Material Definitive Agreement-Amendment to Advisory Agreement" in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2022, which is incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number                        Exhibit Description
10.1             Second 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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