0001193125-11-040501 Sample Contracts

FORM OF CUSTODY AGREEMENT
Custody Agreement • February 18th, 2011 • Ge Funds • New York

AGREEMENT, dated as of February , 2011 between The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”) and Highland Funds II, a Massachusetts business trust having its principal office and place of business at 13455 Noel Road, Suite 800, Dallas, Texas 75240 (the “Fund”).

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FORM OF ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • February 18th, 2011 • Ge Funds

THIS AGREEMENT is made as of February , 2011 by and between HIGHLAND FUNDS II, a Massachusetts business trust (the “Fund”) that is registered as an open-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (the “Administrator”).

FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • February 18th, 2011 • Ge Funds

THIS AGREEMENT is made as of February , 2011 by and between BNY MELLON DISTRIBUTORS INC., a Massachusetts corporation (“Distributor”), and HIGHLAND FUNDS II, a Massachusetts business trust (the “Trust”).

FORM OF TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • February 18th, 2011 • Ge Funds

THIS AGREEMENT is made as of February , 2011 by and between HIGHLAND FUNDS II, a Massachusetts business trust (the “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNYM”).

FORM OF ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • February 18th, 2011 • Ge Funds

THIS AGREEMENT is made as of February , 2011 by and between HIGHLAND FUNDS II, a Massachusetts business trust (the “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNYM”).

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