0001193125-14-256392 Sample Contracts

MASTER ADMINISTRATION AGREEMENT
Master Administration Agreement • July 1st, 2014 • Highland Funds I • New York

This Master Administration Agreement (“Agreement”) dated and effective as of January 7, 2013, is by and among State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18 below, shall hereinafter be referred to as a “Trust” and collectively, the “Trusts”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • July 1st, 2014 • Highland Funds I • New York

This Distribution Agreement (“Agreement”) is made by and between the investment companies of the Highland Family of Funds, identified on Schedule A (each a “Fund” and collectively, the “Funds”) and Highland Capital Funds Distributor, Inc. (the “Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

LETTER AGREEMENT
Letter Agreement • July 1st, 2014 • Highland Funds I • Delaware
HIGHLAND FUNDS I AMENDMENT TO CERTIFICATE OF DESIGNATION HIGHLAND OPPORTUNISTIC CREDIT FUND
Highland Funds I • July 1st, 2014

WHEREAS, the Trustees of Highland Funds I, a Delaware statutory trust (the “Trust”), acting pursuant to Article V, Section 5.2 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated September 14, 2012, as amended from time to time (the “Declaration”), by the affirmative vote of a majority of the Trustees, established and designated Highland Unconstrained Income Opportunities Fund as a series of the Trust; and

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 1st, 2014 • Highland Funds I • Delaware

AGREEMENT made as of July 1, 2014, by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Adviser”), and Highland Funds I, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each a “Fund”).

HIGHLAND FUNDS I AMENDMENT TO CERTIFICATE OF DESIGNATION HIGHLAND UNCONSTRAINED INCOME OPPORTUNITIES FUND
Highland Funds I • July 1st, 2014

WHEREAS, the Trustees of Highland Funds I, a Delaware statutory trust (the “Trust”), acting pursuant to Article V, Section 5.2 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated September 14, 2012, as amended from time to time (the “Declaration”), by the affirmative vote of a majority of the Trustees, established and designated Highland Unconstrained Income Opportunities Fund (the “Fund”) as a Series of the Trust; and

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