0000950134-08-013352 Sample Contracts

FORM OF TRANSFER AGENCY SERVICES AGREEMENT

Transfer Agency Services Agreement • July 25th, 2008 • Highland Special Situations Fund II

• Contract Type
  Transfer Agency Services Agreement
• Filed
  July 25th, 2008
• Company
  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”).

FORM OF SUB-ADMINISTRATION SERVICES AGREEMENT

Sub-Administration Services Agreement • July 25th, 2008 • Highland Special Situations Fund II

• Contract Type
  Sub-Administration Services Agreement
• Filed
  July 25th, 2008
• Company
  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

• Contract Type
  Custodian Services Agreement
• Filed
  July 25th, 2008
• Company
  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”).

FORM OF ADMINISTRATION SERVICES AGREEMENT

Administration Services Agreement • July 25th, 2008 • Highland Special Situations Fund II • Highland

• Contract Type
  Administration Services Agreement
• Filed
  July 25th, 2008
• Company
  Highland Special Situations Fund II
• Jurisdiction
  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”).