NexPoint Advisors

The agreement explicitly provides that, when conflicts arise between the General Partner's stockholders and the Limited Partners that cannot be resolved without adverse impact to one side, the conflict shall be resolved in favor of the General Partner's stockholders (REIT shareholders), not the LP Unit holders.

“for so long as the General Partner owns a controlling interest in the Partnership, any such conflict that cannot be resolved in a manner not adverse to either the stockholders of the General Partner or the Limited Partners shall be resolved in favor of the stockholders.”

The external advisor (NexPoint Real Estate Advisors III) serves simultaneously as the Special Limited Partner holding the 15% promote, creating a structural conflict of interest: the Advisor/Special Limited Partner has economic incentive in promote outcomes that may conflict with the interests of ordinary OP Unit holders.

“NexPoint Real Estate Advisors III, L.P., a Delaware limited partnership, holding a special limited partner interest in the Partnership (the 'Special Limited Partner') ... 'Advisor' means NexPoint Real Estate Advisors III, L.P., a Delaware limited partnership. 'Advisory Agreement' means that certain Advisory Agreement between the Advisor and the General Partner entered into contemporaneously with this Agreement”