Common Contracts

HIGHLAND FUNDS II HIGHLAND SMALL-CAP EQUITY FUND FORM OF SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement • February 9th, 2011 • Ge Funds • New York

• Contract Type
  Sub-Advisory Agreement
• Filed
  February 9th, 2011
• Company
  Ge Funds
• Jurisdiction
  New York

This agreement (“Agreement”) is made as of [February , 2011], by and among HIGHLAND FUNDS ASSET MANAGEMENT, L.P. (“HFAM”), a Delaware limited partnership, HIGHLAND FUNDS II, a Massachusetts business trust (fka GE Funds “Trust”), on behalf of the HIGHLAND SMALL-CAP EQUITY FUND (fka GE SMALL-CAP EQUITY FUND “Fund”), a series of the Trust, solely with respect to Section 13(b) of this Agreement, and CHAMPLAIN INVESTMENT PARTNERS, LLC, a Delaware company (“Sub-Adviser”).

HIGHLAND FUNDS II SMALL-CAP EQUITY FUND FORM OF SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement • February 9th, 2011 • Ge Funds • New York

• Contract Type
  Sub-Advisory Agreement
• Filed
  February 9th, 2011
• Company
  Ge Funds
• Jurisdiction
  New York

This agreement (“Agreement”) is made as of [February , 2011], by and among HIGHLAND FUNDS ASSET MANAGEMENT, L.P.(“HFAM”), a Delaware limited partnership, HIGHLAND FUNDS II, a Massachusetts business trust (“Trust”), on behalf of the SMALL-CAP EQUITY FUND (“Fund”), a series of the Trust, solely with respect to Section 13(b) of this Agreement, and PALISADE CAPITAL MANAGEMENT, L.L.C., a New Jersey limited liability company (“Sub-Adviser”).