0001341004-06-000718 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 14th, 2006 • Highland Funds I • Delaware

AGREEMENT made as of ____________, 2006, by and between Highland Capital Management, L.P., a Delaware limited partnership (the “Adviser”), and Highland Funds I, a Delaware statutory trust (the “Trust”), on behalf of its series, Highland Equity Opportunities Fund (the “Fund”).

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AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • March 14th, 2006 • Highland Funds I • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST made as of this 27th day of February 2006, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

UNDERWRITING AGREEMENT
Underwriting Agreement • March 14th, 2006 • Highland Funds I

THIS AGREEMENT is made as of , 2006 by and between PFPC DISTRIBUTORS, INC., a Massachusetts corporation (“PFPC Distributors”), and HIGHLAND FUNDS I, a Delaware statutory trust (the “Fund”).

Prospect Management Advisers, L.P. 13455 Noel Road Suite 1300 Dallas, Texas 75240 Dear _________:
Highland Funds I • March 14th, 2006

In consideration of our appointing you sub-adviser to the Highland Equity Opportunities Fund of Highland Funds I pursuant to the Investment Sub-Advisory Agreement of today’s date between you and us, you hereby agree to waive 0.50% of your compensation determined pursuant to Section 10 of that agreement. This waiver agreement shall remain in effect until terminated by us, Highland Capital Management L.P. Please indicate your agreement by signing and returning to us a copy of this letter.

SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • March 14th, 2006 • Highland Funds I • Highland

THIS AGREEMENT is made as of____________________, 2006 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and PFPC INC., a Massachusetts corporation (“PFPC”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 14th, 2006 • Highland Funds I • Delaware

AGREEMENT dated as of __________, 2006, by and among Highland Funds I, a Delaware statutory trust (the “Trust”), on behalf of its series, Highland Equity Opportunities Fund (the “Fund”); Highland Capital Management, L.P., a Delaware limited partnership (the “Adviser”); and Prospect Management Advisers, L.P., a Delaware limited partnership (the “Sub-Adviser”), a wholly-owned subsidiary of the Adviser.

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • March 14th, 2006 • Highland Funds I

THIS AGREEMENT is made as of ___________, 2006 by and between HIGHLAND FUNDS I, a Delaware statutory trust (the “Fund”), and PFPC INC., a Massachusetts corporation (“PFPC”).

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • March 14th, 2006 • Highland Funds I

THIS AGREEMENT is made as of ___________, 2006 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and HIGHLAND FUNDS I, a Delaware statutory trust (the “Fund”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • March 14th, 2006 • Highland Funds I

THIS AGREEMENT is made as of , 2006 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and HIGHLAND FUNDS I, a Delaware statutory trust (the “Fund”).

ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • March 14th, 2006 • Highland Funds I • Highland

THIS AGREEMENT is made as of ____________, 2006 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND FUNDS I, a Delaware statutory trust (the “Fund”).

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