0001193125-16-610053 Sample Contracts

FORM OF INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
Investment Advisory and Administrative Services Agreement • June 1st, 2016 • Nexpoint Energy Opportunities Fund • Delaware

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

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FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • June 1st, 2016 • Nexpoint Energy Opportunities Fund • New York

This Distribution Agreement (“Agreement”) is made by and between NexPoint Energy 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 Servicing Plan and Agreement • June 1st, 2016 • Nexpoint Energy Opportunities Fund • Texas

This plan constitutes the Shareholder Servicing Plan and Agreement (the “Plan”) for NexPoint Energy 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.

FORM OF SELLING AGREEMENT FOR NEXPOINT ENERGY OPPORTUNITIES FUND
Selling Agreement • June 1st, 2016 • Nexpoint Energy 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.

FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT NEXPOINT ENERGY OPPORTUNITIES FUND
Expense Limitation and Reimbursement Agreement • June 1st, 2016 • Nexpoint Energy Opportunities Fund • New York

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

FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of NexPoint Energy Opportunities Fund a Delaware Statutory Trust
Amended and Restated Agreement and Declaration of Trust • June 1st, 2016 • Nexpoint Energy 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);

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