0001193125-16-680457 Sample Contracts

FORM OF SELLING AGREEMENT FOR NEXPOINT HEALTHCARE OPPORTUNITIES FUND
Selling Agreement • August 12th, 2016 • Nexpoint Healthcare Opportunities Fund • New York

This Selling Agreement (“Agreement”) is made by and between [NAME OF INTERMEDIARY] (“Intermediary”) and Highland Capital Funds Distributor, Inc. (“Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 12th, 2016 • Nexpoint Healthcare Opportunities Fund • New York

This Distribution Agreement (“Agreement”) is made by and between NexPoint Healthcare Opportunities Fund (the “Fund”) and Highland Capital Funds Distributor, Inc. (the “Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

FORM OF SHAREHOLDER SERVICING PLAN AND AGREEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Shareholder Services Agreement • August 12th, 2016 • Nexpoint Healthcare Opportunities Fund • Texas

This plan constitutes the Shareholder Servicing Plan and Agreement (the “Plan”) for NexPoint Healthcare Opportunities Fund (the “Fund”). The Plan relates solely to the Fund, may be amended from time to time, and supersedes and replaces any prior shareholder services plan with respect to the Fund.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
Investment Advisory • August 12th, 2016 • Nexpoint Healthcare Opportunities Fund • Delaware

AGREEMENT made as of August 11, 2016, by and between NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”), and NexPoint Healthcare Opportunities Fund, a Delaware statutory trust (the “Trust”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of NexPoint Healthcare Opportunities Fund a Delaware Statutory Trust
Agreement and Declaration • August 12th, 2016 • Nexpoint Healthcare Opportunities Fund • Delaware

WHEREAS, this Trust is a Delaware statutory trust formed pursuant to a Certificate of Trust filed with the Secretary of the State of Delaware on February 18, 2016 and the entering into of a Declaration of Trust, dated as of February 18, 2016 (which Declaration of Trust is hereby amended and restated in its entirety);

FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT NEXPOINT HEALTHCARE OPPORTUNITIES FUND
Agreement • August 12th, 2016 • Nexpoint Healthcare Opportunities Fund • New York

THIS AGREEMENT is hereby made as of the th day of 2016 (this “Agreement”) between NexPoint Healthcare Opportunities Fund, a Delaware statutory trust (the “Trust”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Adviser”).

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