0001193125-12-428782 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN Pyxis Funds I AND Pyxis Capital, L.P. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 19th, 2012 • Pyxis Funds I • Delaware

AGREEMENT made as of September 21, 2012, by and between Pyxis Capital, L.P., a Delaware limited partnership (the “Adviser”), and Pyxis Funds I, a Delaware statutory trust (fka Highland Funds I 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”).

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MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 19th, 2012 • Pyxis Funds I • New York

This Agreement is made as of October 1, 2012 by and among each management investment company identified on Appendix A and Appendix B hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

ADMINISTRATION AGREEMENT
Administration Agreement • October 19th, 2012 • Pyxis Funds I • Pennsylvania

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 25th day of September, 2012 (the “Effective Date”), by and between Pyxis Funds I (the “Trust”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

DISTRIBUTION AGREEMENT
Distribution Agreement • October 19th, 2012 • Pyxis Funds I • Pennsylvania

THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this 25th day of September, 2012, by and between Pyxis Funds I (the “Company”), a Delaware statutory trust, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.

AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • October 19th, 2012 • Pyxis Funds I • Pennsylvania

This Authorized Participant Agreement (this “Agreement”) is entered into as of this day of 20 (the “Effective Date”), by and between (the “Participant”) and SEI Investments Distribution Co. (together with its affiliates, the “Distributor”), principal underwriter of Pyxis Funds I (the “Trust”), and is subject to acceptance by the Trust and [ ] as index receipt agent (the “Index Receipt Agent”) to each investment portfolio of the Trust that is listed for trading on one or more U.S. national securities exchanges or associations and operates as an “Exchange Traded Fund” or “ETF” (each, a “Series”). Capitalized terms used herein and not otherwise defined have the meaning assigned to them in SECTION 14 of this Agreement.

PYXIS FUNDS I AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST September 14, 2012
Agreement and Declaration of Trust • October 19th, 2012 • Pyxis Funds I • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of this 14th day of September 2012, by the Trustees hereunder, and amends and restates that certain Agreement and Declaration of Trust, dated February 27, 2006 (the “Original Declaration”).

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • October 19th, 2012 • Pyxis Funds I • Pennsylvania

THIS DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is made as of this 25th day of September, 2012 (“Effective Date”) by and between Pyxis Capital, L.P. (“Advisor”), a a Delaware limited partnership organized under the laws of the state of Delaware, and SEI Investments Distribution Co., a corporation organized under the laws of the Commonwealth of Pennsylvania (“SIDCO”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 19th, 2012 • Pyxis Funds I • Massachusetts

THIS AGREEMENT is made as of the 1st day of October, 2012, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts having its principal office and place of business at One Lincoln Center, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and PYXIS FUNDS I, a Delaware statutory trust (the “Trust”) having its principal office and place of business at 200 Crescent Court, Suite 700, Dallas, TX 75201.

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