0001193125-17-106849 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 31st, 2017 • Highland Funds Ii • Delaware

AGREEMENT made as of March 31, 2017, by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Adviser”), and Highland Funds II, a Delaware statutory trust (the “Trust”), on behalf of its series, Highland – First Foundation Income Fund (the “Fund”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 31st, 2017 • Highland Funds Ii • Delaware

AGREEMENT made as of March 31, 2017, 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”).

AMENDMENT to Transfer Agency and Service Agreement between Highland Funds Each of the Entities, Individually and not Jointly, as listed on Schedule A and Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • March 31st, 2017 • Highland Funds Ii

This Amendment is made as of this 31st day of March, 2017, between each of the entities, individually and not jointly, as listed on Schedule A (collectively, the “Funds” and individually, the “Fund”) and Boston Financial Data Services, Inc. (the “Transfer Agent”). The Funds and the Transfer Agent are parties to a Transfer Agency and Service Agreement dated December 26, 2012, as amended, (the “Agreement”). In accordance with Section 16.1 (Amendment) and Section 17 (Additional Portfolios/Funds) of the Agreement, the parties desire to amend the Agreement as set forth herein.

LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • March 31st, 2017 • Highland Funds Ii • Delaware