0000950134-08-013352 Sample Contracts

FORM OF TRANSFER AGENCY SERVICES AGREEMENT
Form of Transfer Agency Services Agreement • July 25th, 2008 • Highland Special Situations Fund II

THIS AGREEMENT is made as of , 2008 by and between PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“PFPC”), and HIGHLAND SPECIAL SITUATIONS FUND II, a Delaware statutory trust (the “Fund”).

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FORM OF SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • July 25th, 2008 • Highland Special Situations Fund II

THIS AGREEMENT is made as of , 2008 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“PFPC”).

FORM OF CUSTODIAN SERVICES AGREEMENT
Form of Custodian Services Agreement • July 25th, 2008 • Highland Special Situations Fund II

THIS AGREEMENT is made as of , 2008 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and HIGHLAND SPECIAL SITUATIONS FUND II, a Delaware statutory trust (the “Fund”).

FORM OF ADMINISTRATION SERVICES AGREEMENT
Form of Administration Services Agreement • July 25th, 2008 • Highland Special Situations Fund II • Highland

THIS AGREEMENT is made as of , 2008 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND SPECIAL SITUATIONS FUND II, a Delaware statutory trust (the “Fund”).

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