0000950123-11-093183 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN HIGHLAND DIVIDEND EQUITY FUND AND HIGHLAND FUNDS ASSET MANAGEMENT, L.P. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 31st, 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 Dividend Equity Fund (the “Fund”).

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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 31st, 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 Brookmont Capital Management, LLC, a Nevada Limited Liability Company (the “Sub-Adviser”).

EXHIBIT A
Highland Funds Ii • October 31st, 2011

THIS REVISED EXHIBIT A, effective as of September 9, 2011, is Exhibit A to that certain Accounting Services Agreement dated as of February 22, 2011 between BNY MELLON INVESTMENT SERVICING (US) INC. and HIGHLAND FUNDS II. This Exhibit A is revised for the addition of Highland Energy and Materials Fund, Highland Trend Following Fund, Highland Natural Resources Fund, Highland Dividend Equity Fund and Highland Alpha Strategies Fund, and shall supersede all previous forms of this Exhibit A.

FORM OF ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • October 31st, 2011 • Highland Funds Ii • Highland

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”).

SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • October 31st, 2011 • Highland Funds Ii • Highland

THIS AGREEMENT is made as of September 9, 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 (“BNYM”).

SCHEDULE II
Highland Funds Ii • October 31st, 2011

THIS REVISED SCHEDULE II, effective as of September 9, 2011, is Schedule II to that certain Custody Agreement dated as of February 22, 2011 between THE BANK OF NEW YORK MELLON and HIGHLAND FUNDS II. This Schedule II is revised for the addition of Highland Energy and Materials Fund, Highland Trend Following Fund, Highland Natural Resources Fund, Highland Dividend Equity Fund and Highland Alpha Strategies Fund, and shall supersede all previous forms of this Schedule II.

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