Re: Consent and Amendment: Custodian Services Agreement
Exhibit (j)(ii)
December 31, 2007
Highland Floating Rate Advantage Fund
Two Galleria Tower
00000 Xxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Two Galleria Tower
00000 Xxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Re: Consent and Amendment: Custodian Services Agreement
1. Reference is made to that certain Custodian Services Agreement, dated as of October 18,
2004 (as amended, restated, supplemented or otherwise modified from time to time, the
“Custodial Agreement”), between Highland Floating Rate Advantage Fund, a Massachusetts
business trust (the “Borrower”) and PFPC Trust Company (“PFPC”).
2. The Borrower has advised PFPC of its intent to effect a reorganization (the
“Reorganization”), pursuant to which the Borrower’s assets will be transferred to, and the
Borrower’s obligations will be assumed by, Highland Floating Rate Advantage Fund, a newly formed
Delaware statutory trust (the “New Borrower”).
3. PFPC hereby consents to the Borrower’s assignment of all of the Borrower’s rights under the
Custodial Agreement to the New Borrower and the New Borrower’s assumption of all of the obligations
of the Borrower under the Custodial Agreement (including the fee letter with respect thereto).
Effective upon execution and delivery of this document and consummation of the Reorganization (the
“Effective Time”), the New Borrower shall be bound by the terms of the Custodial Agreement
(including the fee letter with respect thereto) and the Borrower is hereby released from its
obligations under the Custodial Agreement (including the fee letter with respect thereto).
4. As of the Effective Time, Section 20(i) of the Custodial Agreement is hereby amended to
delete therefrom the phrase “Amended and Restated Agreement and Declaration of Trust, a copy of
which is on file at the office of the Secretary of the Commonwealth of Massachusetts and at the
principal offices of the Fund” and to insert therefor “Agreement and Declaration of Trust, a copy
of which is on file at the principal offices of the Fund.”
5. Except as specifically amended above, the Custodial Agreement shall remain in full force
and effect, and is hereby ratified and confirmed. PFPC expressly reaffirms all of its obligations
under the Custodial Agreement.
6. This Consent and Amendment shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without giving effect to the conflict of law provisions thereof that
would result in the application of the law of any other jurisdiction.
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PFPC TRUST COMPANY | ||||||
By: | /s/ Xxxxxxxx Xxxxx | |||||
Name: | ||||||
Title: | Vice President | |||||
HIGHLAND FLOATING RATE ADVANTAGE FUND, a Massachusetts business trust, as Borrower |
||||||
By: | /s/ M. Xxxxx Xxxxxxxxx | |||||
Name: | ||||||
Title: | Treasurer | |||||
HIGHLAND FLOATING RATE ADVANTAGE FUND, a Delaware statutory trust, as New Borrower |
||||||
By: | /s/ M. Xxxxx Xxxxxxxxx | |||||
Name: | ||||||
Title: | Treasurer |
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