AMENDMENT TO THE SECOND AMENDED
AND RESTATED AGREEMENT AND
DECLARATION OF TRUST
OF
HIGHLAND FLOATING RATE OPPORTUNITIES
FUND
To the Secretary of State of
Commonwealth of Massachusetts
It is hereby stated that:
1. This document constitutes an
amendment to the Second Amended and Restated
Agreement and Declaration of Trust (hereinafter
called the "Declaration of Trust") of Highland
Floating Rate Opportunities Fund.
2. The Declaration of Trust amended
by this document was filed with the Secretary of State
of the Commonwealth of Massachusetts on
September 27, 2017.
3. The amendment to the Declaration
of Trust effected by this document is as follows:
WHEREAS, shareholders representing a
majority of the outstanding shares of
Highland Floating Rate Opportunities Fund
(the "Trust") have authorized the Trust's
Board of Trustees to amend the Trust's
Second Amended and Restated Agreement
and Declaration of Trust dated September 25,
2017 (the "Declaration of Trust") as indicated
below,
NOW BE IT HEREBY RESOLVED, that the
undersigned, being a majority of the Trustees
of the Trust, acting pursuant to Article IX
Section 8 of the Declaration of Trust hereby
amend and restate Article VI, Section 2 of the
Declaration of Trust effective immediately
following 4:00 p.m. on November 3, 2017 as
follows:
The Trust may, but is not required to,
purchase or otherwise acquire Shares,
including in accordance with Rule 23c-3
under the 1940 Act or as otherwise
permitted under the 1940 Act and other
applicable law.
4. The amendment herein provided
for was authorized in accordance with law.
IN WITNESS WHEREOF, the undersigned have
executed this amendment to the Declaration of
Trust on the 3rd day of November, 2017.
/s/ Xxxx Xxxxx
Xxxx Xxxxx, as Trustee
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, as Trustee
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx, as Trustee
/s/ Xxxxxxx X. Xxx
Xxxxxxx X. Xxx, as Trustee
/s/ Xx. Xxx Xxxxxxxxx
Xx. Xxx Xxxxxxxxx, as Trustee