0000950134-06-011891 Sample Contracts

ADMINISTRATION SERVICES AGREEMENT

Administration Services Agreement • June 21st, 2006 • Highland Credit Strategies Fund • Highland

• Contract Type
  Administration Services Agreement
• Filed
  June 21st, 2006
• Company
  Highland Credit Strategies Fund
• Jurisdiction
  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”).

INVESTMENT ADVISORY AGREEMENT

Investment Advisory Agreement • June 21st, 2006 • Highland Credit Strategies Fund • Delaware

• Contract Type
  Investment Advisory Agreement
• Filed
  June 21st, 2006
• Company
  Highland Credit Strategies Fund
• Jurisdiction
  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”).

MARKETING AND STRUCTURING FEE AGREEMENT

Marketing and Structuring Fee Agreement • June 21st, 2006 • Highland Credit Strategies Fund • New York

• Contract Type
  Marketing and Structuring Fee Agreement
• Filed
  June 21st, 2006
• Company
  Highland Credit Strategies Fund
• Jurisdiction
  New York

This agreement is between Highland Capital Management, L.P. (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Highland Credit Strategies Fund (the “Fund”).