Highland Capital Multi-Strategy Fund Sample Contracts

HIGHLAND CAPITAL MULTI-STRATEGY FUND AGREEMENT AND DECLARATION OF TRUST Dated as of May 23, 2007
Agreement and Declaration of Trust • August 29th, 2007 • Highland Capital Multi-Strategy Fund • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of May 23, 2007, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • October 23rd, 2007 • Highland Capital Multi-Strategy Fund • Delaware

THIS AGREEMENT is made as of [ ], 2007 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND CAPITAL MULTI-STRATEGY FUND (the “Trust”), a Delaware statutory trust.

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • November 14th, 2007 • Highland Capital Multi-Strategy Fund

THIS AGREEMENT is made as of September 25, 2007 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and HIGHLAND CAPITAL MULTI-STRATEGY FUND, a Delaware statutory trust (the “Company”).

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • November 14th, 2007 • Highland Capital Multi-Strategy Fund

THIS AGREEMENT is made as of , 2007 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and HIGHLAND CAPITAL MULTI-STRATEGY FUND, a Delaware statutory trust (the “Trust”).

SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • November 14th, 2007 • Highland Capital Multi-Strategy Fund

THIS AGREEMENT is made as of , 2007 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and PFPC INC., a Massachusetts corporation (“PFPC”).

INVESTMENT ADVISORY AGREEMENT dated as of [ ], 2007 BY AND BETWEEN HIGHLAND CAPITAL MULTI-STRATEGY FUND, a Delaware statutory trust AND HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership
Investment Advisory Agreement • October 23rd, 2007 • Highland Capital Multi-Strategy Fund • Delaware

This Investment Advisory Agreement (the “Agreement”), dated as of [ ], 2007, is made by and between Highland Capital Multi-Strategy Fund (the “Trust”), a Delaware statutory trust registered as a non-diversified closed-end management investment company under the Investment Company Act of 1940 and the rules and regulations promulgated thereunder and exemptions granted therefrom, as amended from time to time (the “Investment Company Act”), and Highland Capital Management, L.P. (the “Investment Adviser”), a Delaware limited partnership registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • November 14th, 2007 • Highland Capital Multi-Strategy Fund

THIS AGREEMENT is made as of , 2007 by and between HIGHLAND CAPITAL MULTI-STRATEGY FUND, a Delaware statutory trust (the “Trust”), and PFPC INC., a Massachusetts corporation (“PFPC”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2007 • Highland Capital Multi-Strategy Fund

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into as of October 31, 2007, between Highland Capital Multi-Strategy 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:

INVESTOR SERVICES AGREEMENT
Investor Services Agreement • November 14th, 2007 • Highland Capital Multi-Strategy Fund

THIS AGREEMENT is made as of , 2007 by and between HIGHLAND CAPITAL MULTI-STRATEGY FUND, a Delaware statutory trust (the “Trust”), and PFPC INC., a Massachusetts corporation (“PFPC”).

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