0000950156-97-000171 Sample Contracts

Re: CONTRACT AGREEMENT
Contract Agreement • February 25th, 1997 • Prospect Street High Income Portfolio Inc

This agreement will confirm that Corporate Investor Communications, Inc. has been retained to act as information agent in connection with the upcoming rights offer to the shareholders of Prospect Street High Income Portfolio Inc. As information agent, CIC will conduct a broker/nominee inquiry to ascertain the number of beneficial owners, provide for the distribution of the offering documents to the reorganization departments of each institution and forward additional materials as requested. CIC will respond to the volume of shareholder inquiries regarding the terms of the offer and proper execution of the documents and will monitor the response rate for the duration of the offer. CIC can, if requested, pro-actively contact registered shareholders and non-objecting beneficial owners (NOBOs) to help promote a high level of participation.

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