0000950134-07-000764 Sample Contracts

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc.

THIS AGREEMENT is made as of , 2006 by and between HIGHLAND DISTRESSED OPPORTUNITIES FUND, INC., a Delaware corporation (the “Company”), and PFPC INC., a Massachusetts corporation (“PFPC”).

Sample 1
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SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc.

THIS AGREEMENT is made as of ___, 2006 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and PFPC INC., a Massachusetts corporation (“PFPC”).

Sample 1
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc.

THIS AGREEMENT is made as of , 2006 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and HIGHLAND DISTRESSED OPPORTUNITIES FUND, INC., a Delaware corporation (the “Company”).

Sample 1
TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc.

THIS AGREEMENT is made as of , 2006 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and HIGHLAND DISTRESSED OPPORTUNITIES FUND, INC., a Delaware corporation (the “Company”).

Sample 1
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc. • Delaware

AGREEMENT made as of [ ], 2007, by and between Highland Capital Management, L.P., a Delaware limited partnership (the “Investment Adviser”), and Highland Distressed Opportunities Fund, Inc., a Delaware corporation (the “Company”).

Sample 1
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