Highland Special Situations Fund II Sample Contracts

FORM OF TRANSFER AGENCY SERVICES AGREEMENT
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
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”).

HIGHLAND SPECIAL SITUATIONS FUND II AGREEMENT AND DECLARATION OF TRUST Dated as of June 5, 2008
Trust Agreement • June 11th, 2008 • Highland Special Situations Fund II • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of June 5, 2008, by the Trustee named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

FORM OF ADMINISTRATION SERVICES AGREEMENT
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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