0000950134-07-025673 Sample Contracts

HIGHLAND FLOATING RATE FUND AGREEMENT AND DECLARATION OF TRUST Dated as of November 26, 2007
Agreement and Declaration of Trust • 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.

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 18th, 2007 • Highland Floating Rate Fund • Delaware

INVESTMENT ADVISORY AGREEMENT made as of , 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”).

FORM OF SUBSCRIPTION AGREEMENT
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:

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