0001193125-17-321458 Sample Contracts

HIGHLAND FLOATING RATE OPPORTUNITIES FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • October 27th, 2017 • Highland Floating Rate Opportunities Fund • Massachusetts

THIS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on this 25th day of September, 2017 by the Trustees hereunder, amending and restating the Amended and Restated Agreement and Declaration of Trust made on the 23rd of August, 2017:

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 27th, 2017 • Highland Floating Rate Opportunities Fund • Delaware

AGREEMENT made as of September 1, 2017, by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Adviser”), and Highland Floating Rate Opportunities Fund II, a Massachusetts business trust (the “Trust”), on behalf of its series, Highland Floating Rate Opportunities Fund II (the “Fund”).

AMENDMENT to Transfer Agency and Service Agreement between Highland Funds Each of the Entities, Individually and not Jointly, as listed on Schedule A and Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • October 27th, 2017 • Highland Floating Rate Opportunities Fund

This Amendment is made as of this 25th day of September, 2017, between each of the entities, individually and not jointly, as listed on Schedule A (collectively, the “Funds” and individually, the “Fund”) and Boston Financial Data Services, Inc. (the “Transfer Agent”). The Funds and the Transfer Agent are parties to a Transfer Agency and Service Agreement dated December 26, 2012, as amended, (the “Agreement”). In accordance with Section 16.1 (Amendment) and Section 17 (Additional Portfolios/Funds) of the Agreement, the parties desire to amend the Agreement as set forth herein.

Highland Floating Rate Opportunities Funds II
Administration Services Agreement • October 27th, 2017 • Highland Floating Rate Opportunities Fund

Reference is made to that certain Administration Services Agreement, dated as of December 4, 2006, as amended (the “Agreement”), by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Highland”) and Highland Funds I, a Delaware statutory trust (the “HFI”).

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