AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT

AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT

THIS AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT (this “Amendment”), is made this 1^st day of May, 2015 (the “Amendment Effective Date”), by and between Highland Funds I (the “Trust”), and SEI Investments Global Funds Services (the “Administrator”).

WHEREAS:

1. The Trust and the Administrator entered into an Administration Agreement dated as of September 25, 2012, as amended (the “Agreement”), pursuant to which, among other things, the Administrator agreed to provide administration services with respect to the Trust;

2. The parties hereto desire to amend the Agreement as described in detail below.

NOW THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1. Defined Terms. Except as specifically set forth herein, defined terms used herein shall have their respective meanings as set forth in the Agreement.

2. Schedule I (Funds). Schedule I (Funds) of the Agreement is hereby deleted in its entirety and replaced with the Schedule I attached hereto.

3. Schedule III (Fees). Schedule III (Fees) of the Agreement is hereby deleted in its entirety and replaced with the Schedule III attached hereto.

4. Ratification of Agreement. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Agreement shall continue in full force and effect.

5. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of the Administrator, the Trust and each of their respective permitted successors and assigns.

6. Governing Law. This Amendment shall be governed by and provisions shall be construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of laws rules or principles thereof

[Signature page follows]

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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the Amendment Effective Date.

SEI INVESTMENTS GLOBAL FUNDS SERVICES						HIGHLAND FUNDS I
By:		/s/ Xxxx Xxxxxxxxx				By:		/s/ Xxxxx Xxxxxx
Name: Xxxx Xxxxxxxxx						Name: Ethan Power
Title: SVP						Title: Executive Vice President

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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES

SCHEDULE I

Funds

Highland / iBoxx Senior Loan ETF

Highland S&P AAA CLO ETF

Highland HFR Global ETF

Highland HFR Event Driven ETF

Highland HFR Equity Hedge ETF

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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES

SCHEDULE III

Fees

Administration and Accounting Fee:

The following fees are due and payable monthly to Administrator pursuant to Section 8 of the Agreement. Each Fund will be charged the greater of the applicable Asset Based Fee or the Annual Minimum Fee, in each case calculated in the manner set forth below.

Asset Based Fees: (calculated and assessed monthly in arrears based on the aggregate net assets of each Fund except Highland S&P AAA CLO ETF, which is subject to a separate Asset Based Fee schedule as further set forth below):

		Fund Assets		Basis Points
		First $250 million in aggregate net assets of each Fund (excluding Highland S&P AAA CLO ETF)		8.5 BPS
		Aggregate net assets of each Fund (excluding Highland S&P AAA CLO ETF) in excess of $250 million		6.5 BPS

Highland AAA CLO ETF Asset Based Fees: (calculated and assessed monthly in arrears based on the aggregate net assets of only Highland S&P AAA CLO ETF):

		Fund Assets		Basis Points
		All Aggregate net assets of Highland S&P AAA CLO ETF		4.5 BPS

Annual Minimum Fee (calculated and paid on a monthly basis)*:

		Fund		Annual Minimum Fee**
		Highland / iBoxx Senior Loan ETF		$ 105,000
		Highland S&P AAA CLO ETF		$75,000*
		Highland HFR Global ETF		$60,000*
		Highland HFR Event Driven ETF		$60,000*
		Highland HFR Equity Hedge ETF		$60,000*
		Each additional Fund added to Schedule I		To be mutually agreed

* Notwithstanding the foregoing, the Annual Minimum Fee shall be reduced to equal $25,000 per annum from the date on which the Administrator first calculates the Fund’s net asset value (the “Fund Live Date”) through and until the one year anniversary of the Live Date.

** From and after June 1, 2015, the Annual Minimum Fees set forth herein shall be subject to an aggregate, Annual Minimum Fee across all Funds (calculated and paid monthly) of $300,000 ($25,000 per month) (hereinafter, the “Complex Annual Minimum Fee”). For the avoidance of doubt, the Complex Annual Minimum Fee will be calculated and applied on a monthly basis, with each Fund being allocated a pro rata portion of the Complex Annual Minimum Fee based on the aggregate net assets of each Fund.

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Manager Dashboard:

The Adviser shall receive 5 seats to Administrator’s Manager Dashboard at no additional charge. Additional seats shall be made available to Adviser subject to good faith negotiations with Administrator.

Expense Reimbursement:

All reasonable expenses incurred by the Administrator on behalf of a Fund will be billed to the applicable Fund quarterly in arrears as set forth in Section 7.02 of this Agreement.

Change of Terms:

This schedule is based upon regulatory requirements and the Trust’s requirements as set forth in its Trust Materials as of the Effective Date. Any material change to any of the foregoing, including but not limited to, a material change in the Trust’s assets or the investment objective of a Fund will constitute a material change to this Agreement. If such a change occurs, the Administrator agrees to review the change with representatives of the Trust and provide information concerning the feasibility of implementing any additional or enhanced services and associated costs resulting from such change. The parties shall then in good faith agree to mutually agreeable terms applicable to such additional or enhanced service.

The Trust acknowledges and agrees that Administrator reserves the right to impose a five percent (5%) per annum surcharge per Fund in the event such Fund has not implemented by the first anniversary of this Agreement an automated trade ticket process with Administrator to facilitate the orderly and timely processing of transactions, valuations and reconciliations.

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SEI – 190701v2

THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES