0000950134-06-011336 Sample Contracts

ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • June 9th, 2006 • Highland Credit Strategies Fund • Highland

THIS AGREEMENT is made as of , 2006 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Trust”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 9th, 2006 • Highland Credit Strategies Fund • Delaware

AGREEMENT made as of , 2006, by and between Highland Capital Management, L.P., a Delaware limited partnership (the “Adviser”), and Highland Credit Strategies Fund, a Delaware statutory trust (the “Trust”).

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • June 9th, 2006 • Highland Credit Strategies Fund

THIS AGREEMENT is made as of ___, 2006 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and HIGHLAND CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Fund”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 9th, 2006 • Highland Credit Strategies Fund

THIS AGREEMENT is made as of ___, 2006 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and HIGHLAND CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Fund”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • June 9th, 2006 • Highland Credit Strategies Fund

THIS AGREEMENT is made as of , 2006 by and between HIGHLAND CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Fund”), and PFPC INC., a Massachusetts corporation (“PFPC”).

HIGHLAND CREDIT STRATEGIES FUND AGREEMENT AND DECLARATION OF TRUST Dated as of March 10, 2006
Agreement and Declaration of Trust • June 9th, 2006 • Highland Credit Strategies Fund • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of March 10, 2006, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 9th, 2006 • Highland Credit Strategies Fund

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into as of June 1, 2006, between Highland Credit Strategies Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and Highland Capital Management Services, Inc. (the “Purchaser”). The parties to this Agreement hereby agree as follows:

SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • June 9th, 2006 • Highland Credit Strategies Fund

THIS AGREEMENT is made as of , 2006 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and PFPC INC., a Massachusetts corporation (“PFPC”).

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