0001193125-19-034189 Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • February 11th, 2019 • Highland Global Allocation Fund • New York

This Agreement is made as of October 1, 2012 by and among each management investment company identified on Appendix A and Appendix B hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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HIGHLAND GLOBAL ALLOCATION FUND II AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • February 11th, 2019 • Highland Global Allocation Fund • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on this 17th day of August, 2017 by the Trustees hereunder and by the holders of shares of beneficial interest issued hereunder and to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust made on the 28th of June, 2017:

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SECURITIES LENDING AND SERVICES AGREEMENT BETWEEN HIGHLAND FUNDS II (F/K/A PYXIS FUNDS II) ON BEHALF OF EACH OF ITS SERIES LISTED ON SCHEDULE C AND STATE STREET BANK AND TRUST COMPANY
Securities Lending and Services Agreement • February 11th, 2019 • Highland Global Allocation Fund • Massachusetts

Agreement (the “Agreement”) dated the 29th day of April 2013 between Highland Funds II (f/k/a Pyxis Funds II) (the “Trust”), on behalf of each of its series listed on Schedule C, severally and not jointly (collectively, the “Funds”, and the Trust acting on behalf of the Funds, the “Borrower”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), setting forth the terms and conditions under which State Street, acting as principal and not as agent on behalf of any party, may from time to time lend certain securities to the Borrower against the receipt of Securities Loan Collateral, as defined herein.

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BNPP NY Lending Agreement
BNPP Ny Lending Agreement • February 11th, 2019 • Highland Global Allocation Fund • New York

This BNPP NY Lending Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas, acting through its New York Branch (“BNPP NY”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). The Agreement sets forth the terms and conditions on which BNPP NY will transact business with Customer. Customer and BNPP NY, on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement. For the avoidance of doubt, all loans under this Agreement are provided by BNPP NY.

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ADMINISTRATION AGREEMENT
Administration Agreement • February 11th, 2019 • Highland Global Allocation Fund • Pennsylvania

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the day of December, 2018 (the “Effective Date”), by and between each closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) set forth on Schedule I (Funds), as such Schedule I may be amended from time to time, attached hereto (each a “Trust” and collectively, the “Trusts”) and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

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TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • February 11th, 2019 • Highland Global Allocation Fund • New York

THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of August 8, 2018 (the “Effective Date”), is entered into by and between HIGHLAND GLOBAL ALLOCATION FUND, a Massachusetts business trust (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).

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FIRST AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN HIGHLAND FUNDS II, ON BEHALF OF ITS SERIES AS LISTED ON SCHEDULE B, AND STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • February 11th, 2019 • Highland Global Allocation Fund

This First Amendment (this “Amendment”) dated as of January 22, 2018 is between HIGHLAND FUNDS II (formerly known as PYXIS FUNDS II), on behalf of its series as listed on Schedule B to the Agreement (as defined below), severally and not jointly, each a registered management investment company organized and existing under the laws of Delaware (each a “Trust”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (defined below) (collectively, “State Street”).

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SECURITIES LENDING AUTHORIZATION AGREEMENT Between PYXIS FUNDS II ON BEHALF OF ITS SERIES AS LISTED ON SCHEDULE B and STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • February 11th, 2019 • Highland Global Allocation Fund • Massachusetts

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the series of shares of the Trust as listed on Schedule B to this Agreement (the Trust acting on behalf of each such series, a “Fund” and collectively, the “Funds”) as it may be amended by the parties, and no series of shares of the Trust shall be responsible or liable for any of the obligations of any other series of the Trust under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

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FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 11th, 2019 • Highland Global Allocation Fund • Delaware

AGREEMENT made as of [DATE], by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Adviser”), and Highland Global Allocation Fund, a Massachusetts business trust (the “Trust”).

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FORM OF AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN HIGHLAND FUNDS II, ON BEHALF OF ITS SERIES AS LISTED ON SCHEDULE B, AND STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • February 11th, 2019 • Highland Global Allocation Fund

This Amendment (the “Amendment”) dated as of August [ ], 2018 is between HIGHLAND FUNDS II (formerly known as PYXIS FUNDS II), on behalf of its series as listed on Schedule B to the Agreement (as defined below), severally and not jointly, (the “Trust”), HIGHLAND GLOBAL ALLOCATION FUND (“GAF”) and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (collectively, “State Street”).

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FORM OF AMENDMENT TO SECURITIES LENDING AND SERVICES AGREEMENT BETWEEN HIGHLAND FUNDS II, ON BEHALF OF ITS SERIES AS LISTED ON SCHEDULE C, AND STATE STREET BANK AND TRUST COMPANY
Securities Lending and Services Agreement • February 11th, 2019 • Highland Global Allocation Fund

This Amendment (the “Amendment”) dated as of August [ ], 2018 is between HIGHLAND FUNDS II (formerly known as PYXIS FUNDS II), on behalf of its series as listed on Schedule C to the Agreement (as defined below), severally and not jointly, (the “Trust”), HIGHLAND GLOBAL ALLOCATION FUND (“GAF”) and STATE STREET BANK AND TRUST COMPANY (“State Street”).

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AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF HIGHLAND GLOBAL ALLOCATION FUND II
Amendment to the Amended and Restated Agreement and Declaration of Trust • February 11th, 2019 • Highland Global Allocation Fund
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