0000950123-11-080210 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN HIGHLAND TREND FOLLOWING FUND AND HIGHLAND FUNDS ASSET MANAGEMENT, L.P. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2011 • Highland Funds Ii • Massachusetts

AGREEMENT made as of [_____ ], 2011, by and between Highland Funds Asset Management, L.P., a Delaware limited partnership (the “Adviser”), and Highland Funds II, a Massachusetts business trust (fka GE Funds the “Trust”), on behalf of its series, Highland Trend Following Fund (the “Fund”).

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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 25th, 2011 • Highland Funds Ii • Delaware

AGREEMENT made as of [_______], 2011, by and between Highland Funds Asset Management L.P., a Delaware limited partnership (the “Adviser”) and Incline Capital, LLC, a Nevada Limited Liability Company (the “Sub-Adviser”).

FORM OF SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • August 25th, 2011 • Highland Funds Ii

THIS AGREEMENT is made as of [_______], 2011 by and between HIGHLAND FUNDS ASSET MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNY”).

FORM OF SCHEDULE II
Custody Agreement • August 25th, 2011 • Highland Funds Ii

THIS REVISED EXHIBIT A, dated as of [____ __], 2011, is Schedule II to that certain Custody Agreement dated as of February __, 2011 between the BANK OF NEW YORK MELLON and HIGHLAND FUNDS II. This Schedule II is revised for the addition of Highland Trend Following Fund and shall supersede all previous forms of this Schedule II.

FORM OF EXHIBIT A
Underwriting Services Agreement • August 25th, 2011 • Highland Funds Ii

THIS REVISED EXHIBIT A, dated as of [____ __], 2011, is Exhibit A to that certain Underwriting Services Agreement dated as of February __, 2011 between BNY MELLON DISTRIBUTORS INC. and HIGHLAND FUNDS II. This Exhibit A is revised for the addition of Highland Trend Following Fund and shall supersede all previous forms of this Exhibit A.

FORM OF EXHIBIT A
Transfer Agency Services Agreement • August 25th, 2011 • Highland Funds Ii

THIS REVISED EXHIBIT A, dated as of [____ __], 2011, is Exhibit A to that certain Transfer Agency Services Agreement dated as of February __, 2011 between BNY MELLON INVESTMENT SERVICING (US) INC. and HIGHLAND FUNDS II. This Exhibit A is revised for the addition of Highland Trend Following Fund and shall supersede all previous forms of this Exhibit A.

FORM OF EXHIBIT A
Accounting Services Agreement • August 25th, 2011 • Highland Funds Ii

THIS REVISED EXHIBIT A, dated as of [______], 2011, is Exhibit A to that certain Accounting Services Agreement dated as of February __, 2011 between BNY MELLON INVESTMENT SERVICING (US) INC. and HIGHLAND FUNDS II. This Exhibit A is revised for the addition of Highland Trend Following Fund and shall supersede all previous forms of this Exhibit A.

FORM OF ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • August 25th, 2011 • Highland Funds Ii

THIS AGREEMENT is made as of [____________], 2011 by and between HIGHLAND FUNDS ASSET MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND FUNDS II, a Massachusetts business trust (the “Fund”).

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