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

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 • September 14th, 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”).

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