0000950123-09-073980 Sample Contracts

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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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”).

Contract
Highland Floating Rate Fund • December 29th, 2009 • Delaware

THIS AMENDMENT, executed as of July 14, 2006 (“Amendment”), is to the Accounting Services Agreement dated October 18, 2004, (the “Agreement”) between HIGHLAND FLOATING RATE FUND (the “Fund”) and PFPC Inc. (“PFPC”) and is retroactive to October 18, 2004.

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