Stein Roe Floating Rate Trust Sample Contracts

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. . EX-99(J)(2) APPENDIX A CUSTODIAN AGREEMENT
Liberty Floating Rate Fund • October 31st, 2003

*Columbia High Yield Opportunity Fund (changed name from 10/24/01 Liberty High Yield Securities Fund on 10/13/03) *Columbia Strategic Income Fund 10/24/01 *Columbia Tax-Managed Growth Fund 10/10/01 *Columbia Tax-Managed Growth Fund II 10/10/01 *Columbia Tax-Managed Value Fund 10/10/01 *Columbia Tax-Managed Aggressive Growth Fund 10/10/01

. . EX-99(J)(2) APPENDIX A CUSTODIAN AGREEMENT
Highland Floating Rate Fund • September 30th, 2005

*Columbia High Yield Opportunity Fund (changed name from 10/24/01 Liberty High Yield Securities Fund on 10/13/03) *Columbia Strategic Income Fund 10/24/01 *Columbia Tax-Managed Growth Fund 10/10/01 *Columbia Tax-Managed Growth Fund II 10/10/01 *Columbia Tax-Managed Value Fund 10/10/01 *Columbia Tax-Managed Aggressive Growth Fund 10/10/01

ADMINISTRATIVE AGREEMENT BETWEEN COLUMBIA FLOATING RATE FUND AND COLUMBIA MANAGEMENT ADVISORS, INC.
Administrative Agreement • September 30th, 2005 • Highland Floating Rate Fund
BY-LAWS
Agreement • November 17th, 1998 • Stein Roe Floating Rate Income Fund
APPENDIX A CUSTODIAN AGREEMENT
Custodian Agreement • December 17th, 2003 • Columbia Floating Rate Fund

*Columbia High Yield Opportunity Fund (changed name from 10/24/01 Liberty High Yield Securities Fund on 10/13/03) *Columbia Strategic Income Fund 10/24/01 *Columbia Tax-Managed Growth Fund 10/10/01 *Columbia Tax-Managed Growth Fund II 10/10/01 *Columbia Tax-Managed Value Fund 10/10/01 *Columbia Tax-Managed Aggressive Growth Fund 10/10/01

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 29th, 2009 • Highland Floating Rate Fund • Delaware

INVESTMENT ADVISORY AGREEMENT made as of December 31, 2007, by and between Highland Capital Management, L.P., a Delaware limited partnership (the “Manager”), and Highland Floating Rate Fund, a Delaware statutory trust (the “Fund”).

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HIGHLAND FLOATING RATE FUND AGREEMENT AND DECLARATION OF TRUST Dated as of November 26, 2007
Agreement and Declaration • December 18th, 2007 • Highland Floating Rate Fund • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of November 26, 2007, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

AMENDMENT NO. 1 TO ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • December 23rd, 2008 • Highland Floating Rate Fund

This Amendment No. 1 dated June 6, 2008 is made to the Administration Services Agreement dated as of October 18, 2004 (the “Agreement”) by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND FLOATING RATE FUND, a Massachusetts business trust, the predecessor in interest to HIGHLAND FLOATING RATE FUND, a Delaware statutory trust (the “Fund”).

MANAGEMENT AGREEMENT BETWEEN COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY AND COLUMBIA MANAGEMENT ADVISORS, INC.
Management Agreement • December 17th, 2003 • Columbia Floating Rate Fund
FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • December 18th, 2007 • Highland Floating Rate Fund

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into as of December ___, 2007, between Highland Floating Rate Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and Highland Capital Management, L.P. (the “Purchaser”). The parties to this Agreement hereby agree as follows:

RED FLAG SERVICES AMENDMENT
Flags Services Amendment • December 29th, 2009 • Highland Floating Rate Fund

This Red Flags Services Amendment (“Amendment”) is being entered into as of Mary 1, 2009 (“Effective Date”), by and between PNC Global Investment Servicing (U.S.) Inc. (formerly known as PFPC Inc.) (“PNC”) and the undersigned investment company (the “Fund”) and amends the agreement between PNC and the Fund pursuant to which PNC provides transfer agency services to the Fund, as amended to date (“Existing Agreement”).

ADMINISTRATIVE AGREEMENT BETWEEN STEIN ROE FLOATING RATE INCOME FUND AND STEIN ROE & FARNHAM INCORPORATED
Administrative Agreement • September 15th, 1999 • Stein Roe Floating Rate Income Fund
CREDIT AGREEMENT dated as of September 11, 2008 among HIGHLAND FLOATING RATE FUND, HIGHLAND FUNDS I, THE LENDERS PARTY HERETO, and THE BANK OF NOVA SCOTIA, as Administrative Agent
Credit Agreement • December 23rd, 2008 • Highland Floating Rate Fund • New York

CREDIT AGREEMENT, dated as September 11, 2008, among Highland Floating Rate Fund, a Delaware statutory trust, and Highland Funds I, a Delaware statutory trust, individually and on behalf of each of the portfolios or series thereof which is a Fund hereunder, the Lenders party hereto, and The Bank of Nova Scotia, as Administrative Agent (in such capacity, the “Administrative Agent”).

ADMINISTRATIVE AGREEMENT BETWEEN STEIN ROE FLOATING RATE INCOME FUND AND STEIN ROE & FARNHAM INCORPORATED
Administrative Agreement • November 17th, 1998 • Stein Roe Floating Rate Income Fund
BY-LAWS
Stein Roe Floating Rate Trust • August 18th, 1998
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