0000950123-11-084448 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 • September 14th, 2011 • Highland Funds Ii • Massachusetts

• Contract Type
  Investment Advisory Agreement
• Filed
  September 14th, 2011
• Company
  Highland Funds Ii
• Jurisdiction
  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”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement • September 14th, 2011 • Highland Funds Ii • Delaware

• Contract Type
  Sub-Advisory Agreement
• Filed
  September 14th, 2011
• Company
  Highland Funds Ii
• Jurisdiction
  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”).