0000950123-12-000628 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN PYXIS ALTERNATIVE INCOME FUND AND PYXIS CAPITAL, L.P. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2012 • Pyxis Funds Ii • Massachusetts

AGREEMENT made as of January 9, 2012, by and between Pyxis Capital, L.P., a Delaware limited partnership (the “Adviser”), and Pyxis Funds II, a Massachusetts business trust (the “Trust”), on behalf of its series, Pyxis Alternative Income Fund (the “Fund”).

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INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN PYXIS CAPITAL, L.P. AND ANCHOR CAPITAL MANAGEMENT GROUP, INC. INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 10th, 2012 • Pyxis Funds Ii • Delaware

AGREEMENT made as of January 9, 2011, by and between Pyxis Capital, L.P., a Delaware limited partnership (the “Adviser”) and Anchor Capital Management Group, Inc., a California corporation (the “Sub-Adviser”).

EXHIBIT A
Transfer Agency Services Agreement • January 10th, 2012 • Pyxis Funds Ii

THIS REVISED EXHIBIT A, effective as of January 10, 2012, is Exhibit A to that certain Transfer Agency Services Agreement dated as of February 22, 2011 between BNY MELLON INVESTMENT SERVICING (US) INC. and PYXIS FUNDS II (formerly, Highland Funds II) (the “Trust”). This Exhibit A is revised for the addition of certain series of the Trust, and shall supersede all previous forms of this Exhibit A.

SCHEDULE II
Custody Agreement • January 10th, 2012 • Pyxis Funds Ii

THIS REVISED SCHEDULE II, effective as of January 10, 2012, is Schedule II to that certain Custody Agreement dated as of February 22, 2011 between THE BANK OF NEW YORK MELLON and PYXIS FUNDS II (formerly, Highland Funds II) (the “Trust”). This Schedule II is revised for the addition of certain series of the Trust, and shall supersede all previous forms of this Schedule II.

EXHIBIT A
Sub-Administration Services Agreement • January 10th, 2012 • Pyxis Funds Ii

THIS EXHIBIT A, dated as of January 10, 2012 is Exhibit A to that certain Sub-Administration Services Agreement dated as of February 22, 2011 between BNY Mellon Investment Servicing (US) Inc. and Pyxis Capital, L.P. (formerly, Highland Funds Asset Management, L.P.).

EXHIBIT A
Accounting Services Agreement • January 10th, 2012 • Pyxis Funds Ii

THIS REVISED EXHIBIT A, effective as of January 10, 2012, is Exhibit A to that certain Accounting Services Agreement dated as of February 22, 2011 between BNY MELLON INVESTMENT SERVICING (US) INC. and PYXIS FUNDS II (formerly, Highland Funds II) (the “Trust”). This Exhibit A is revised for the addition of certain series of the Trust and shall supersede all previous forms of this Schedule A.

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