0001193125-15-023878 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 28th, 2015 • Highland Funds Ii • Delaware

AGREEMENT made as of February 1, 2015, by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Adviser”) and First Foundation Advisors, a California corporation (the “Sub-Adviser”).

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LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • January 28th, 2015 • Highland Funds Ii • Massachusetts
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • January 28th, 2015 • Highland Funds Ii • Massachusetts
HIGHLAND FUNDS II HIGHLAND SMALL-CAP EQUITY FUND AMENDMENT NO. 1 TO AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 28th, 2015 • Highland Funds Ii

This AMENDMENT NO. 1 TO AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (this “Amendment”) shall be effective as of the 1st day of July, 2013 (the “Effective Date”), by and among HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. (formerly, Pyxis Capital, L.P., and formerly Highland Funds Asset Management, L.P.), a Delaware limited partnership (“HCMFA”), HIGHLAND FUNDS II (formerly, Pyxis Funds II, and formerly Highland Funds II), a Massachusetts business trust (“Trust”), on behalf of the HIGHLAND SMALL CAP EQUITY FUND (formerly, Pyxis Small- Cap Equity Fund, and formerly Highland Small-Cap Equity Fund) (“Fund”), a series of the Trust, solely with respect to Section 13(b) of the Agreement (as defined below), and PALISADE CAPITAL MANAGEMENT, L.L.C., a New Jersey limited liability company (“Sub-Adviser”).

LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • January 28th, 2015 • Highland Funds Ii • Massachusetts
HIGHLAND FUNDS II AMENDMENT NO. 2 TO THE SUB-ADVISORY AGREEMENT (Highland Small-Cap Equity Fund)
Sub-Advisory Agreement • January 28th, 2015 • Highland Funds Ii

This Amendment No. 2 to the Sub-Advisory Agreement (the “Agreement”) dated February 18, 2011, as Amended and Restated July 1, 2013, by and among Highland Capital Management Fund Advisors, L.P. (“HCMFA”), Highland Funds II (the “Trust”), on behalf of Highland Small-Cap Equity Fund (the “Fund”), a series of the Trust, solely with respect to Section 13(b) of the Agreement, and Palisade Capital Management, L.L.C. (the “Sub-Adviser”) is entered into effective the 26th of September, 2014.

LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • January 28th, 2015 • Highland Funds Ii • Massachusetts
INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 28th, 2015 • Highland Funds Ii • Delaware

AGREEMENT made as of August 1, 2014, by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Adviser”) and First Foundation Advisors, a California corporation (the “Sub-Adviser”).

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