0000899681-02-000076 Sample Contracts

FORM OF DISTRIBUTION AGREEMENT PROSPECT STREET® HIGH INCOME PORTFOLIO INC. 13455 Noel Road, Suite 1300 Dallas, Texas 75240
Distribution Agreement • March 20th, 2002 • Prospect Street High Income Portfolio Inc • New York

Prospect Street® High Income Portfolio Inc. is a Maryland corporation operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-_______ and 811-5557) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), to register shares of the Fund which may be issued and sold from time to time.

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