As filed with the Securities and Exchange Commission on August 18, 2009
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1933 Act File No. 333-113978
1940 Act File No. 811-21539
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
August 17, 2009
Dear Shareholder:
The accompanying materials relate to the Joint Annual Meetings
of Shareholders (collectively, the "Meeting") of First Trust/Four Corners
Senior Floating Rate Income Fund and First Trust/Four Corners Senior
Floating Rate Income Fund II (each a "Fund" and collectively, the
"Funds"). The Meeting will be held at the offices of First Trust Advisors
L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on
Monday, September 21, 2009, at 4:00 p.m. Central Time.
At the Meeting, you will be asked to vote on a proposal to elect
certain of the Trustees of your Fund (the "Proposal") and to transact
such other business as may properly come before the Meeting and any
adjournments or postponements thereof. The Proposal is described in the
accompanying Notice of Joint Annual Meetings of Shareholders and Joint
Proxy Statement.
Your participation at the Meeting is very important. If you
cannot attend the Meeting, you may participate by proxy. As a
Shareholder, you cast one vote for each share of a Fund that you own and
a proportionate fractional vote for any fraction of a share that you own.
Please take a few moments to read the enclosed materials, and then cast
your vote on the enclosed proxy card.
Voting takes only a few minutes. Each Shareholder's vote is
important. Your prompt response will be much appreciated.
After you have voted on the Proposal, please be sure to sign
your proxy card, and return it in the enclosed postage-paid envelope.
We appreciate your participation in this important Meeting.
Thank you.
Sincerely,
/s/ James A. Bowen
James A. Bowen
Chairman of the Board
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in
the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the
registration.
3. All Other Accounts: The capacity of the individual signing
the proxy should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr., UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
To be held on September 21, 2009
August 17, 2009
To the Shareholders of the above Funds:
Notice is hereby given that the Joint Annual Meetings of
Shareholders (collectively, the "Meeting") of First Trust/Four Corners
Senior Floating Rate Income Fund and First Trust/Four Corners Senior
Floating Rate Income Fund II (each a "Fund" and collectively, the
"Funds"), each a Massachusetts business trust, will be held at the
offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, on Monday, September 21, 2009, at 4:00 p.m.
Central Time, for the following purposes:
1. To elect three Trustees of each Fund.
2. To transact such other business as may properly
come before the Meeting or any adjournments or
postponements thereof.
The Board of Trustees has fixed the close of business on August
3, 2009 as the record date for the determination of Shareholders entitled
to notice of and to vote at the Meeting and any adjournments or
postponements thereof.
By order of the Board of Trustees
/s/ W. Scott Jardine
W. Scott Jardine
Secretary
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SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO
PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET
FORTH ON THE INSIDE COVER OF THIS PROXY STATEMENT.
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FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
JOINT ANNUAL MEETINGS OF SHAREHOLDERS
September 21, 2009
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
JOINT PROXY STATEMENT
August 17, 2009
This Joint Proxy Statement and the enclosed proxy card will
first be mailed to shareholders on or about August 24, 2009.
This Joint Proxy Statement is furnished in connection with the
solicitation of proxies by the Boards of Trustees of First Trust/Four
Corners Senior Floating Rate Income Fund and First Trust/Four Corners
Senior Floating Rate Income Fund II (each a "Fund" and collectively, the
"Funds"), each a Massachusetts business trust, for use at the Annual
Meetings of Shareholders of the Funds to be held on Monday, September 21,
2009, at 4:00 p.m. Central Time, at the offices of First Trust Advisors
L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, and at
any adjournments or postponements thereof (collectively, the "Meeting").
A Notice of Joint Annual Meetings of Shareholders and a proxy card
accompany this Joint Proxy Statement. The Boards of Trustees of the Funds
have determined that the use of this Joint Proxy Statement is in the best
interests of each Fund in light of the same matter being considered and
voted on by shareholders.
Proxy solicitations will be made, beginning on or about August
24, 2009, primarily by mail. However, proxy solicitations may also be
made by telephone or personal interviews conducted by (i) officers of
each Fund; (ii) First Trust Advisors L.P. ("First Trust Advisors" or the
"Adviser"), the investment adviser of the Funds; (iii) PNC Global
Investment Servicing (U.S.) Inc. ("PNC"), the administrator, accounting
agent and transfer agent of the Fund and a majority-owned subsidiary of
The PNC Financial Services Group, Inc.; or (iv) any agents or affiliates
of the foregoing entities. The costs incurred in connection with the
preparation of this Joint Proxy Statement and its enclosures will be paid
by the Funds. The Funds will also reimburse brokerage firms and others
for their expenses in forwarding solicitation material to the beneficial
owners of Fund shares.
The close of business on August 3, 2009 has been fixed as the
record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the Meeting.
First Trust/Four Corners Senior Floating Rate Income Fund has
two classes of shares of beneficial interest: common shares with a par
value of $0.01 per share and Money Market Cumulative Preferred Shares
("MMP(R) Shares"). First Trust/Four Corners Senior Floating Rate Income
Fund II has two classes of shares of beneficial interest: common shares
with a par value of $0.01 per share, and Series A and Series B Auction
Market Preferred Shares (collectively referred to as "AMP Shares").
Throughout this Joint Proxy Statement, common shares of either
Fund will be referred to as "Common Shares," and MMP(R) Shares and AMP
Shares will be collectively referred to as "Preferred Shares." Common
Shares and Preferred Shares are referred to collectively as "Shares."
Shareholders of record on the Record Date are entitled to one
vote for each Share the shareholder owns and a proportionate fractional
vote for any fraction of a Share the shareholder owns. The following
table indicates which shareholders are solicited with respect to election
of Trustees of each Fund:
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MATTER COMMON SHARES PREFERRED SHARES
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Election of one (1) Class II Trustee X X
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Election of two (2) Trustees X
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON SEPTEMBER 21, 2009.
This Joint Proxy Statement is available on the Internet at:
http://www.ftportfolios.com/redirect.aspx?keyword=PROXYFCMFCT.
The Funds' most recent annual and semi-annual reports,
including their annual reports for the fiscal year ended May 31, 2009,
are available on the Internet at:
(1) http://www.ftportfolios.com/common/cef/productinfo/FCM/
fcmannualreport5.31.2009.pdf
(for First Trust/Four Corners Senior Floating Rate Income Fund); and
(2) http://www.ftportfolios.com/common/cef/productinfo/FCT/
fctannualreport5.31.2009.pdf
(for First Trust/Four Corners Senior Floating Rate Income Fund II). The
Funds will furnish, without charge, copies of their most recent annual
and semi-annual reports to any shareholder upon request. To request a
copy, please write to the Adviser at 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, or call (800) 988-5891.
You may call (800) 988-5891 for information on how to obtain
directions to be able to attend the Meeting and vote in person.
In order that your Shares may be represented at the Meeting, you
are requested to:
o indicate your instructions on the proxy card;
o date and sign the proxy card;
o mail the proxy card promptly in the enclosed envelope which
requires no postage if mailed in the continental United
States; and
o allow sufficient time for the proxy card to be received by
4:00 p.m. Central Time, on Monday, September 21, 2009.
(However, proxies received after this date may still be
voted in the event the Meeting is adjourned or postponed to
a later date.)
-2-
VOTING
As described further in the proposal, for each Fund, the
affirmative vote of a plurality of the Shares present and entitled to
vote at the Meeting will be required to elect the specified nominees as
Trustees of that Fund provided a quorum is present. Abstentions and
broker non-votes will have no effect on the approval of the proposal.
If the enclosed proxy card is properly executed and returned in
time to be voted at the Meeting, the Fund Shares represented thereby will
be voted in accordance with the instructions marked thereon or, if no
instructions are marked thereon, will be voted in the discretion of the
persons named on the proxy card. Accordingly, unless instructions to the
contrary are marked thereon, a properly executed and returned proxy will
be voted FOR the election of the nominees as Trustees and, at the
discretion of the named proxies, on any other matters that may properly
come before the Meeting, as deemed appropriate. Any shareholder who has
given a proxy has the right to revoke it at any time prior to its
exercise either by attending the Meeting and voting his or her Shares in
person, or by timely submitting a letter of revocation or a later-dated
proxy to the applicable Fund at its address above. A list of shareholders
entitled to notice of and to be present and to vote at the Meeting will
be available at the offices of the Funds, 120 East Liberty Drive, Suite
400, Wheaton, Illinois 60187, for inspection by any shareholder during
regular business hours prior to the Meeting. Shareholders will need to
show valid identification and proof of Share ownership to be admitted to
the Meeting or to inspect the list of shareholders.
Under the By-Laws of each Fund, a quorum is constituted by the
presence in person or by proxy of the holders of thirty-three and
one-third percent (33-1/3%) of the voting power of the outstanding class
of Shares entitled to vote on a matter. For the purposes of establishing
whether a quorum is present, all Shares present and entitled to vote,
including abstentions and broker non-votes (i.e., Shares held by brokers
or nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter),
shall be counted. Any meeting of shareholders may be postponed prior to
the meeting with notice to the shareholders entitled to vote at that
meeting. Any meeting of shareholders may, by action of the chairman of
the meeting, be adjourned to permit further solicitation of proxies
without further notice with respect to one or more matters to be
considered at such meeting to a designated time and place, whether or not
a quorum is present with respect to such matter. In addition, upon motion
of the chairman of the meeting, the question of adjournment may be
submitted to a vote of the shareholders, and in that case, any
adjournment must be approved by the vote of holders of a majority of the
Shares present and entitled to vote with respect to the matter or matters
adjourned, and without further notice. Unless a proxy is otherwise
limited in this regard, any Shares present and entitled to vote at a
meeting, including broker non-votes, may, at the discretion of the
proxies named therein, be voted in favor of such an adjournment.
-3-
OUTSTANDING SHARES
On the Record Date, each Fund had the following number of Common
Shares and Preferred Shares outstanding:
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COMMON SHARES PREFERRED SHARES
FUND OUTSTANDING OUTSTANDING
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First Trust/Four Corners Senior Floating Rate Income Fund 4,924,349 67
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First Trust/Four Corners Senior Floating Rate Income Fund II 25,291,939 3,200
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Common Shares of First Trust/Four Corners Senior Floating Rate
Income Fund are listed on the NYSE Amex under the ticker symbol FCM.
Common Shares of First Trust/Four Corners Senior Floating Rate Income
Fund II are listed on the New York Stock Exchange ("NYSE") under the
ticker symbol FCT. The Preferred Shares of the Funds are not listed on a
national stock exchange.
To the knowledge of the Board of Trustees, as of the Record
Date, no single shareholder or "group" (as that term is used in Section
13(d) of the Securities Exchange Act of 1934 (the "1934 Act"))
beneficially owned more than 5% of any class of either Fund's outstanding
Shares, except as described in the following table. Information as to
beneficial ownership of Shares, including percentage of outstanding
Shares beneficially owned, is based on securities position listing
reports from The Depository Trust & Clearing Corporation ("DTCC") as of
the Record Date. Information as to beneficial ownership of Preferred
Shares is based on the reports from DTCC as of the Record Date. With
respect to information received from DTCC, the Funds do not have any
knowledge of the identity of the ultimate beneficiaries of the Shares
listed below.
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NAME AND ADDRESS OF SHARES OF A CLASS BENEFICIALLY % OUTSTANDING SHARES OF A
BENEFICIAL OWNER OWNED CLASS BENEFICIALLY OWNED
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First Trust/Four Corners Senior Floating Rate Income Fund
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Charles Schwab & Co., Inc. 263,438 Common Shares 5.35%
211 Main Street
San Francisco, CA 94105
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First Clearing, LLC 685,149 Common Shares 13.91%
One North Jefferson Street
St. Louis, MO 63103
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J.P. Morgan Clearing Corp. 368,227 Common Shares 7.48%
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201
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JPMorgan Chase Bank, National Association 247,793 Common Shares 5.03%
Paradigm B Wing, Floor 6
Mumbai, India 400 064
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-4-
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NAME AND ADDRESS OF SHARES OF A CLASS BENEFICIALLY % OUTSTANDING SHARES OF A
BENEFICIAL OWNER OWNED CLASS BENEFICIALLY OWNED
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National Financial Services LLC 308,825 Common Shares 6.27%
200 Liberty Street
New York City, NY 10281
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Raymond, James & Associates, Inc. 495,500 Common Shares 10.06%
880 Carillon Parkway
P.O. Box 12749 St. Petersburg, FL 33716
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E*Trade Clearing LLC 5 Preferred Shares 7.46%
10951 White Rock Road
Rancho Cordova, CA 95670
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Wells Fargo Investments, LLC 55 Preferred Shares 82.09%
625 Marquette Avenue, 13th Floor
Minneapolis, MN 55402
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First Trust/Four Corners Senior Floating Rate Income Fund II
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Charles Schwab & Co., Inc. 2,485,560 Common Shares 9.83%
211 Main Street
San Francisco, CA 94105
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First Clearing, LLC 3,241,597 Common Shares 12.82%
One North Jefferson Street
St. Louis, MO 63103
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Merrill Lynch, Pierce Fenner & Smith Safekeeping 1,906,925 Common Shares 7.54%
101 Hudson Street, 8th Floor
Jersey City, NJ 07302
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National Financial Services LLC 1,652,058 Common Shares 6.53%
200 Liberty Street
New York City, NY 10281
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Raymond, James & Associates, Inc. 3,487,898 Common Shares 13.79%
880 Carillon Parkway
P.O. Box 12749 St. Petersburg, FL 33716
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UBS Financial Services Inc. 1,325,325 Common Shares 5.24%
1200 Harbor Blvd
Weehawken, NJ 07086
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Merrill Lynch, Pierce, Fenner & Smith 1812 Preferred Shares 56.63%
Incorporated
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
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Oppenheimer & Co. Inc. 346 Preferred Shares 10.81%
125 Broad Street, 15th Floor
New York, NY 10004
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-5-
PROPOSAL: ELECTION OF TRUSTEES
The proposal relates to the election of certain of the Trustees
of each Fund as described below. Management proposes the election of
three Trustees: Niel B. Nielson for election as a Class II Trustee by the
holders of Common Shares and Preferred Shares voting together (as
described in A. below); and Thomas R. Kadlec and Robert F. Keith for
election by the holders of Preferred Shares voting separately (as
described in B. below). Each nominee is currently a Trustee and has
indicated his willingness to continue to serve if elected. If elected,
each nominee will hold office for the term specified below or until his
successor is elected and qualified, or until he resigns, retires or is
otherwise removed.
A. One Class II Trustee to Be Elected by Holders of Common
Shares and Preferred Shares
Each Fund has established a staggered board pursuant to its
By-Laws. Holders of Common Shares and Preferred Shares vote together for
Trustees who are divided into three (3) classes. At the Joint Annual
Meetings of Shareholders of the Funds held on September 10, 2007 (the
"2007 Meeting"), current Trustee Niel B. Nielson was designated and
elected as the Class II Trustee of each Fund with a term expiring at this
year's Meeting. At the 2007 Meeting, Mr. Bowen was designated and elected
as the Class III Trustee of each Fund for a term expiring at each Fund's
annual meeting of shareholders in 2010, and Richard E. Erickson was
designated and elected as a Class I Trustee of each Fund with a term
expiring at each Fund's annual meeting of shareholders in 2008. At the
last Joint Annual Meetings of Shareholders of the Funds, held on
September 15, 2008 (the "2008 Meeting"), Richard E. Erickson was elected
as the Class I Trustee of each Fund with a term expiring at each Fund's
annual meeting of shareholders in 2011. Under each Fund's By-Laws, at
each annual meeting of shareholders subsequent to the 2007 Meeting,
Trustees chosen to succeed those whose terms are expiring will be
identified as being of the same class as the Trustees whom they succeed
and will be elected for a term expiring at the third succeeding annual
meeting subsequent to their election. Each Trustee serves for the term
specified or until his successor is elected and qualified, unless he
earlier resigns, retires or is otherwise removed.
At this year's Meeting, for each Fund, one (1) Class II Trustee
is to be elected by holders of Common Shares and Preferred Shares of the
Fund, voting together as a single class. Trustee Nielson is the nominee
for election as the Class II Trustee by holders of Common Shares and
Preferred Shares of the Fund for a three-year term expiring at each
Fund's annual meeting of shareholders in 2012.
B. Two Trustees to Be Elected by Holders of Preferred Shares
Only
Pursuant to each Fund's By-Laws, holders of Preferred Shares are
entitled to separately elect two Trustees for one-year terms at each
Fund's annual meeting of shareholders. At the 2008 Meeting, current
Trustees Thomas R. Kadlec and Robert F. Keith were elected for one-year
terms by the holders of Preferred Shares of each Fund.
-6-
At this year's Meeting, for each Fund, two (2) Trustees are to
be elected by holders of Preferred Shares of each Fund, voting
separately. Trustees Kadlec and Keith are nominees for election by
holders of Preferred Shares of each Fund for one-year terms expiring at
each Fund's annual meeting of shareholders in 2010.
Required Vote: For each Fund, the nominees for election as
Trustee, each of whom is not an "interested person" of the Fund as that
term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act") (each such Trustee, an "Independent Trustee"), must be
elected by the affirmative vote of the holders of a plurality of the
Shares of the Fund with respect to Dr. Nielson, and the holders of a
plurality of the Preferred Shares of the Fund with respect to Mr. Kadlec
and Mr. Keith, in each case cast in person or by proxy at the Meeting and
entitled to vote thereon, provided a quorum is present. Abstentions and
broker "non-votes" will have no effect on the approval of the proposal.
Proxies cannot be voted for a greater number of persons than the number
of nominees named.
Unless you give contrary instructions on your proxy card, your
Shares will be voted FOR the election of each nominee listed if your
proxy card has been properly executed and timely received by the Fund. If
any of the nominees should withdraw or otherwise become unavailable for
election, your Shares will be voted FOR such other nominee or nominees as
management may recommend.
The Board of Trustees Unanimously Recommends that Shareholders Vote FOR
the Proposal.
-7-
MANAGEMENT
MANAGEMENT OF THE FUNDS
The management of each Fund, including general supervision of
the duties performed for each Fund under the investment management
agreement between each Fund and the Adviser, is the responsibility of the
Board of Trustees. There are five Trustees of each Fund, one of whom is
an "interested person" (as that term is defined in the 1940 Act) (such
Trustee, the "Interested Trustee") and four of whom are Independent
Trustees. The Trustees of a Fund set broad policies for that Fund, choose
the Fund's officers, and hire the Fund's investment adviser and
sub-adviser. The officers of a Fund manage the day-to-day operations and
are responsible to the Fund's Board of Trustees.
The following is a list of Trustees and officers of each Fund
and a statement of their present positions, principal occupations during
the past five years, the number of portfolios each Trustee oversees and
the other directorships the Trustees hold, if applicable.
INTERESTED TRUSTEE
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NUMBER OF
PORTFOLIOS IN
TERM OF FIRST TRUST
POSITION(S) OFFICE(2) AND FUND COMPLEX OTHER
NAME, ADDRESS, AND HELD LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
DATE OF BIRTH WITH FUNDS TIME SERVED(3) DURING PAST FIVE YEARS TRUSTEE HELD BY TRUSTEE
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James A. Bowen(1) President, Class III President, First Trust Advisors 60 Portfolios Trustee of
120 East Liberty Drive Chairman of the Since Fund L.P. and First Trust Portfolios Wheaton College
Suite 400 Board, Chief Inception L.P.; Chairman of the Board of
Wheaton, IL 60187 Executive Directors, BondWave LLC
DOB: 9/55 Officer and (Software Development
Trustee Company/Investment Adviser) and
Stonebridge Advisors LLC
(Investment Adviser)
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INDEPENDENT TRUSTEES
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Richard E. Erickson Trustee Class I Physician; President, Wheaton 60 Portfolios None
c/o First Trust Advisors L.P. Since Fund Orthopedics; Co-owner and
120 East Liberty Drive Inception Co-Director (January 1996 to May
Suite 400 2007), Sports Med Center for
Wheaton, IL 60187 Fitness; Limited Partner,
DOB: 4/51 Gundersen Real Estate Limited
Partnership; Member, Sportsmed
LLC
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Thomas R. Kadlec Trustee Annual Senior Vice President and Chief 60 Portfolios Director of
c/o First Trust Advisors L.P. Since Fund Financial Officer (May 2007 to ADM Investor
120 East Liberty Drive Inception Present), Vice President and Services, Inc.
Suite 400 Chief Financial Officer (1990 to and Director
Wheaton, IL 60187 May 2007), ADM Investor of Archer
DOB: 11/57 Services, Inc. (Futures Financial
Commission Merchant); President Services, Inc.
(May 2005 to Present), ADM
Derivatives, Inc.; Registered
Representative (2000 to
Present), Segerdahl & Company,
Inc., a FINRA member
(Broker-Dealer)
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-8-
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NUMBER OF
PORTFOLIOS IN
TERM OF FIRST TRUST
POSITION(S) OFFICE(2) AND FUND COMPLEX OTHER
NAME, ADDRESS, AND HELD LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
DATE OF BIRTH WITH FUNDS TIME SERVED(3) DURING PAST FIVE YEARS TRUSTEE HELD BY TRUSTEE
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Robert F. Keith Trustee Annual President (2003 to Present), 60 Portfolios None
c/o First Trust Advisors L.P. Since June Hibs Enterprises (Financial and
120 East Liberty Drive 2006 Management Consulting)
Suite 400
Wheaton, IL 60187
DOB: 11/56
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Niel B. Nielson Trustee Class II President (June 2002 to 60 Portfolios Director of
c/o First Trust Advisors L.P. Since Fund Present), Covenant College Covenant
120 East Liberty Drive Inception Transport Inc.
Suite 400
Wheaton, IL 60187
DOB: 3/54
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OFFICERS
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NAME, ADDRESS, AND POSITION(S) TERM OF OFFICE(2) AND PRINCIPAL OCCUPATION(S)
DATE OF BIRTH HELD WITH FUNDS LENGTH OF TIME SERVED(3) DURING PAST FIVE YEARS
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Mark R. Bradley Treasurer, Controller, Indefinite Chief Financial Officer, First Trust Advisors
120 East Liberty Drive Chief Financial Officer Since Fund Inception L.P. and First Trust Portfolios L.P.; Chief
Suite 400 and Chief Accounting Financial Officer, BondWave LLC (Software
Wheaton, IL 60187 Officer Development Company/Investment Adviser) and
DOB: 11/57 Stonebridge Advisors LLC (Investment Adviser)
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Erin E. Chapman Assistant Secretary Indefinite Assistant General Counsel (October 2007 to
120 East Liberty Drive Since June 2009 Present), Associate Counsel (March 2006 to
Suite 400 October 2007), First Trust Advisors L.P. and
Wheaton, IL 60187 First Trust Portfolios L.P.; Associate Attorney
DOB: 8/76 (November 2003 to March 2006), Doyle & Bolotin,
Ltd.
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James M. Dykas Assistant Treasurer Indefinite Senior Vice President (April 2007 to Present),
120 East Liberty Drive Since December 2005 Vice President (January 2005 to April 2007),
Suite 400 First Trust Advisors L.P. and First Trust
Wheaton, IL 60187 Portfolios L.P.; Executive Director (December
DOB: 1/66 2002 to January 2005), Vice President (December
2000 to December 2002), Van Kampen Asset
Management and Morgan Stanley Investment
Management
------------------------------------------------------------------------------------------------------------------------------------
Christopher R. Fallow Assistant Vice President Indefinite Assistant Vice President (August 2006 to
120 East Liberty Drive Since December 2006 Present), Associate (January 2005 to August
Suite 400 2006), First Trust Advisors L.P. and First
Wheaton, IL 60187 Trust Portfolios L.P.; Municipal Bond Trader
DOB: 4/79 (July 2001 to January 2005), BondWave LLC
(Software Development Company/Investment
Adviser)
------------------------------------------------------------------------------------------------------------------------------------
-9-
------------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS, AND POSITION(S) TERM OF OFFICE(2) AND PRINCIPAL OCCUPATION(S)
DATE OF BIRTH HELD WITH FUNDS LENGTH OF TIME SERVED(3) DURING PAST FIVE YEARS
------------------------------------------------------------------------------------------------------------------------------------
W. Scott Jardine Secretary and Chief Indefinite General Counsel, First Trust Advisors L.P. and
120 East Liberty Drive Compliance Officer Secretary since Fund First Trust Portfolios L.P.; Secretary,
Suite 400 ("CCO") Inception; BondWave LLC (Software Development
Wheaton, IL 60187 CCO since 2004 Company/Investment Adviser) and Stonebridge
DOB: 5/60 Advisors LLC (Investment Adviser)
------------------------------------------------------------------------------------------------------------------------------------
Daniel J. Lindquist Vice President Indefinite Senior Vice President (September 2005 to
120 East Liberty Drive Since December 2005 Present), Vice President (April 2004 to
Suite 400 September 2005), First Trust Advisors L.P. and
Wheaton, IL 60187 First Trust Portfolios L.P.
DOB: 2/70
------------------------------------------------------------------------------------------------------------------------------------
Coleen D. Lynch Assistant Vice President Indefinite Assistant Vice President (January 2008 to
120 East Liberty Drive Since July 2008 Present), First Trust Advisors L.P. and First
Suite 400 Trust Portfolios L.P.; Vice President (May 1998
Wheaton, IL 60187 to January 2008), Van Kampen Asset Management
DOB: 7/58 and Morgan Stanley Investment Management
------------------------------------------------------------------------------------------------------------------------------------
Kristi A. Maher Assistant Secretary Indefinite Deputy General Counsel (May 2007 to Present),
120 East Liberty Drive Since July 2004 Assistant General Counsel (March 2004 to May
Suite 400 2007), First Trust Advisors L.P. and First
Wheaton, IL 60187 Trust Portfolios L.P.
DOB: 12/66
------------------------------------------------------------------------------------------------------------------------------------
1 Mr. Bowen is deemed an "interested person" of the Funds due to his
position as President of First Trust Advisors L.P., investment
adviser of the Funds.
2 Currently, Niel B. Nielson, as the Class II Trustee, and Thomas R.
Kadlec and Robert F. Keith, as Trustees elected by holders of the
Preferred Shares on an annual basis, are serving a term until the
Meeting. Richard E. Erickson, as the Class I Trustee, is serving a
term until each Fund's 2011 annual meeting. James A. Bowen, as the
Class III Trustee, is serving a term until each Fund's 2010 annual
meeting.
3 All Trustees and officers, except for Robert F. Keith, W. Scott
Jardine (only with respect to his appointment as CCO), Kristi A.
Maher, Daniel J. Lindquist, James M. Dykas, Coleen D. Lynch,
Christopher R. Fallow and Erin E. Chapman, were elected in 2003 for
First Trust/Four Corners Senior Floating Rate Income Fund and in 2004
for First Trust/Four Corners Senior Floating Rate Income Fund II.
Robert F. Keith was appointed to each Fund's Board by the Trustees on
June 12, 2006. Kristi A. Maher was elected Assistant Secretary of all
funds in the First Trust Fund Complex, including the Funds, on July
26, 2004. Daniel J. Lindquist and James M. Dykas were elected Vice
President and Assistant Treasurer, respectively, of all funds in the
First Trust Fund Complex, including the Funds, on December 12, 2005.
Christopher R. Fallow was elected Assistant Vice President of the
Funds on December 10, 2006. Coleen D. Lynch was elected Assistant
Vice President of all funds in the First Trust Fund Complex,
including the Funds, on July 29, 2008. Erin E. Chapman was elected
Assistant Secretary of all funds in the First Trust Fund Complex,
including the Funds, on June 1, 2009.
In addition to the Funds, the First Trust Fund Complex includes:
First Defined Portfolio Fund, LLC, an open-end management investment
company with 8 portfolios advised by First Trust Advisors; 11 other
closed-end funds advised by First Trust Advisors; and First Trust
Exchange-Traded Fund, First Trust Exchange-Traded Fund II and First Trust
Exchange-Traded AlphaDEX(R) Fund, each an exchange-traded index fund with
18, 5 and 16 operating portfolios, respectively, advised by First Trust
Advisors.
Trustees
Messrs. Erickson, Kadlec, Keith and Nielson are Independent
Trustees, and Mr. Bowen is an Interested Trustee, of each of the funds in
the First Trust Fund Complex. During the past five years, none of the
Independent Trustees, nor any of their immediate family members, has been
a director, trustee, officer, general partner or employee of, or
consultant to, First Trust Advisors, First Trust Portfolios L.P. (an
affiliate of First Trust Advisors), any sub-adviser to any fund in the
First Trust Fund Complex, or any of their affiliates.
-10-
Officers
The officers of each Fund, including Mr. Bowen, Chief Executive
Officer of each Fund, hold the same positions with each fund in the First
Trust Fund Complex (representing 60 portfolios) as they hold with the
Funds, except for Christopher R. Fallow. Mr. Fallow is an officer of 13
closed-end funds in the First Trust Fund Complex, but is not an officer
of First Defined Portfolio Fund, LLC, First Trust Exchange-Traded Fund,
First Trust Exchange-Traded Fund II or First Trust Exchange-Traded
AlphaDEX(R) Fund.
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDS BY TRUSTEES AND OFFICERS
The following table sets forth the dollar range and number of
equity securities beneficially owned by the Trustees in each Fund and all
funds in the First Trust Fund Complex, including the Funds, as of
December 31, 2008:
------------------------------------------------------------------------------------------------------- ----------------
Dollar Range of Equity Securities in Each Fund and First Trust Fund Complex
(Number of Shares Held)
------------------------------------------------------------------------------------------------------- ----------------
INTERESTED INDEPENDENT TRUSTEES
TRUSTEE
----------------------------- ---------------- ------------------- ------------------ ----------------- ----------------
FUND James A. Bowen Richard E. Erickson Thomas R. Kadlec Robert F. Keith Niel B. Nielson
----------------------------- ---------------- ------------------- ------------------ ----------------- ----------------
FIRST TRUST/FOUR CORNERS $1-$10,000 $1-$10,000 $1-$10,000 $0 $1-$10,000
SENIOR FLOATING RATE INCOME (250 Shares) (329 Shares) (571 Shares) (0 Shares) (248 Shares)
FUND COMMON SHARES
----------------------------- ---------------- ------------------- ------------------ ----------------- ----------------
FIRST TRUST/FOUR CORNERS $1- $10,000 $1-$10,000 $1-$10,000 $0 $1-$10,000
SENIOR FLOATING RATE INCOME (1,000 Shares) (262 Shares) (600 Shares) (0 Shares) (247 Shares)
FUND II COMMON SHARES
----------------------------- ---------------- ------------------- ------------------ ----------------- ----------------
AGGREGATE DOLLAR RANGE OF Over $100,000 $50,001-$100,000 Over $100,000 $50,001-$100,000 $10,001-$50,000
EQUITY SECURITIES IN ALL (15,250 Shares) (8,014 Shares) (10,249 Shares) (7,580 Shares) (4,392 Shares)
REGISTERED INVESTMENT
COMPANIES IN THE FIRST
TRUST FUND COMPLEX OVERSEEN
BY TRUSTEE
----------------------------- ---------------- ------------------- ------------------ ----------------- ----------------
As of December 31, 2008, the Independent Trustees and their
immediate family members did not own, beneficially or of record, any
class of securities of First Trust Advisors or any sub-adviser or
principal underwriter of either Fund or any person, other than a
registered investment company, directly or indirectly controlling,
controlled by, or under common control with First Trust Advisors or any
sub-adviser or principal underwriter of either Fund, nor, since the
beginning of the most recently completed fiscal year of either Fund, did
any Independent Trustee purchase or sell securities of First Trust
Advisors, or any sub-adviser to any fund in the First Trust Fund Complex,
their parents or any subsidiaries of any of the foregoing.
-11-
As of December 31, 2008, the Trustees and officers of each Fund
as a group beneficially owned approximately 45,485 shares of the funds in
the First Trust Fund Complex (less than 1% of the shares outstanding). As
of December 31, 2008, the Trustees and officers of each Fund as a group
beneficially owned the following number of Shares of each Fund, which is
less than 1% of each Fund's Shares outstanding:
----------------------------------------------------------------- --------------- ----------------
COMMON PREFERRED
SHARES SHARES
FUND OWNED OWNED
----------------------------------------------------------------- --------------- ----------------
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND 1,398 0
----------------------------------------------------------------- --------------- ----------------
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II 2,109 0
----------------------------------------------------------------- --------------- ----------------
COMPENSATION
Under the Trustees' compensation plan, each Independent Trustee
is paid an annual retainer of $10,000 per trust for the first 14 trusts
in the First Trust Fund Complex and an annual retainer of $7,500 per
trust for each additional trust in the First Trust Fund Complex. The
annual retainer is allocated equally among each of the trusts. Trustees
are also reimbursed by the trusts in the First Trust Fund Complex for
travel and out-of-pocket expenses in connection with all meetings. No
additional meeting fees are paid in connection with Board or committee
meetings. Additionally, for all the trusts in the First Trust Fund
Complex, Dr. Erickson is paid annual compensation of $10,000 to serve as
the Lead Trustee, Mr. Keith is paid annual compensation of $5,000 to
serve as the chairman of the Audit Committee, Mr. Kadlec is paid annual
compensation of $2,500 to serve as the chairman of the Valuation
Committee and Dr. Nielson is paid annual compensation of $2,500 to serve
as the chairman of the Nominating and Governance Committee. The committee
chairmen and the Lead Trustee will serve two year periods ending December
31, 2009 before rotating to serve as a chairman of another committee or
as Lead Trustee. The additional compensation is allocated equally among
each of the trusts in the First Trust Fund Complex.
The aggregate fees and expenses paid to the Trustees by each
Fund for its fiscal year (including reimbursement for travel and
out-of-pocket expenses) amounted to the following:
------------------------------------------------------------------ ----------------------------------------
FUND AGGREGATE FEES AND EXPENSES PAID
------------------------------------------------------------------ ----------------------------------------
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND $39,085
------------------------------------------------------------------ ----------------------------------------
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II $39,150
------------------------------------------------------------------ ----------------------------------------
-12-
The following table sets forth certain information regarding the
compensation of each Fund's Trustees (including reimbursement for travel
and out-of-pocket expenses) for each Fund's most recently completed
fiscal year. The Funds have no retirement or pension plans. The officers
and the Interested Trustee of each Fund receive no compensation from the
Funds for serving in such capacities.
--------------------------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE INDEPENDENT TRUSTEES
--------------------------------------------------------------------------------------------------------------------------
FUND James A. Bowen Richard E. Erickson Thomas R. Kadlec Robert F. Keith Niel B. Nielson
--------------------------------------------------------------------------------------------------------------------------
FIRST TRUST/FOUR CORNERS $0 $10,000 $9,583 $9,722 $9,780
SENIOR FLOATING RATE
INCOME FUND
--------------------------------------------------------------------------------------------------------------------------
FIRST TRUST/FOUR CORNERS $0 $10,000 $9,583 $9,722 $9,845
SENIOR FLOATING RATE
INCOME FUND II
--------------------------------------------------------------------------------------------------------------------------
TOTAL COMPENSATION FROM $0 $180,000 $172,500 $175,000 $177,297
THE FIRST TRUST FUND
COMPLEX(1)
--------------------------------------------------------------------------------------------------------------------------
1 For calendar year ended December 31, 2008.
The Boards of Trustees of First Trust/Four Corners Senior
Floating Rate Income Fund and of First Trust/Four Corners Senior Floating
Rate Income Fund II each held 10 meetings during their respective fiscal
years ended May 31, 2009. Each of the Trustees attended all of such
meetings.
ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS
The policy of the Board is to have as many Trustees as possible
in attendance at annual meetings of shareholders. The policy of the
Nominating and Governance Committee relating to attendance by Trustees at
annual meetings of shareholders is contained in the Funds' Nominating and
Governance Committee Charter, which is available on each Fund's website
located at http://www.ftportfolios.com. All of the Trustees attended the
previous year's annual meeting of shareholders for each of the Funds.
COMMITTEES
AUDIT COMMITTEE
Each Board of Trustees has an Audit Committee, which consists of
Messrs. Erickson, Kadlec, Keith and Nielson, all of whom are
"independent" as defined in the listing standards of the NYSE and the
NYSE Amex. Messrs. Kadlec and Keith serve as Audit Committee Financial
Experts. The Audit Committee is responsible for overseeing each Fund's
accounting and financial reporting process, the system of internal
controls, audit process and evaluating and appointing the independent
registered public accounting firm (subject also to Board approval). For
the fiscal year ended May 31, 2009, the Audit Committee of each Fund met
eight times with all members present.
-13-
In carrying out its responsibilities, as described below under
"Pre-Approval," the Audit Committee pre-approves all audit services and
permitted non-audit services for each Fund (including the fees and terms
thereof) and non-audit services to be performed for the Adviser by
Deloitte & Touche LLP ("Deloitte & Touche"), the Fund's independent
registered public accounting firm ("independent auditors") if the
engagement relates directly to the operations and financial reporting of
the Funds.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of
Trustees in its oversight of each Fund's accounting and financial
reporting process. The Audit Committee operates pursuant to a charter
(the "Charter") that was most recently reviewed and approved by the Audit
Committee on May 31, 2009 and by the Board of Trustees on June 1, 2009, a
copy of which is attached as Exhibit A hereto, and is available on each
Fund's website located at http://www.ftportfolios.com. As set forth in
the Charter, management of each Fund is responsible for maintaining
appropriate systems for accounting and internal controls and the audit
process. The Funds' independent auditors are responsible for planning and
carrying out proper audits of each Fund's financial statements and
expressing an opinion as to their conformity with accounting principles
generally accepted in the United States of America.
In performing its oversight function, the Audit Committee
reviewed and discussed with management and the independent auditors,
Deloitte & Touche, the audited financial statements of each Fund for the
fiscal years ended May 31, 2009 at a meeting held on July 20, 2009, and
discussed the audit of such financial statements with the independent
auditors and management.
In addition, the Audit Committee discussed with the independent
auditors the accounting principles applied by each Fund and such other
matters brought to the attention of the Audit Committee by the
independent auditors as required by the Public Company Accounting
Oversight Board ("PCAOB") AU 380, Communication with Audit Committees.
The Audit Committee also received from the independent auditors the
written disclosures and letter required by PCAOB Ethics and Independence
Rule 3526, Communication with Audit Committees Concerning Independence,
delineating relationships between the independent auditors and each Fund
and discussed the impact that any such relationships may have on the
objectivity and independence of the independent auditors.
The members of the Funds' Audit Committee are not full-time
employees of the Fund and are not performing the functions of auditors or
accountants. As such, it is not the duty or responsibility of the Audit
Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures or to set auditor
independence standards. Members of the Funds' Audit Committee necessarily
rely on the information provided to them by Fund management and the
independent auditors. Accordingly, the Audit Committee's considerations
and discussions referred to above do not assure that the audit of each
Fund's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or
that the independent auditors are in fact "independent."
-14-
Based on its consideration of each Fund's audited financial
statements and the discussions referred to above with Fund management and
Deloitte & Touche, and subject to the limitations on the responsibilities
and role of the Audit Committee as set forth in the Charter and discussed
above, the Audit Committee recommended to the Board the inclusion of each
Fund's audited financial statements for the year ended May 31, 2009.
Submitted by the Audit Committee of the Funds:
Richard E. Erickson
Thomas R. Kadlec
Robert F. Keith
Niel B. Nielson
INDEPENDENT AUDITORS' FEES
Deloitte & Touche has been selected to serve as the independent
auditors for each Fund for its current fiscal year, and acted as the
independent auditors for each Fund for its most recently completed fiscal
year. Deloitte & Touche has advised the Funds that, to the best of its
knowledge and belief, Deloitte & Touche professionals did not have any
direct or material indirect ownership interest in the Funds inconsistent
with independent professional standards pertaining to independent
registered public accounting firms. It is expected that representatives
of Deloitte & Touche will be present at the Meeting to answer any
questions that may arise and will have the opportunity to make a
statement if they desire to do so. In reliance on Rule 32a-4 under the
1940 Act, each Fund is not seeking shareholder ratification of the
selection of Deloitte & Touche as independent auditors.
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
During each of the last two fiscal years of the Funds, Deloitte
& Touche has billed each Fund and the Adviser for the following fees:
------------------------------- --------------------- ------------------- ------------------- ----------------------
FEES BILLED TO AUDIT FEES AUDIT-RELATED FEES TAX FEES (1) ALL OTHER FEES
---------- ---------- -------- ---------- --------- --------- ---------- -----------
2008 2009 2008 2009 2008 2009 2008 2009
------------------------------- ---------- ---------- -------- ---------- --------- --------- ---------- -----------
FIRST TRUST/FOUR CORNERS
SENIOR FLOATING INCOME FUND
Fund $47,500 $50,500 $0 $0 $5,000 $5,200 $0 $0
Adviser NA NA $0 $0 $0 $0 $0 $0
------------------------------- ---------- ---------- -------- ---------- --------- --------- ---------- -----------
FIRST TRUST/FOUR CORNERS
SENIOR FLOATING RATE INCOME
FUND II
Fund $60,500 $51,500 $0 $0 $5,000 $5,200 $0 $0
Adviser NA NA $0 $0 $0 $0 $0 $0
------------------------------- ---------- ---------- -------- ---------- --------- --------- ---------- -----------
(1) These fees were for tax consultation and tax preparation.
-15-
Non-Audit Fees
During each of the last two fiscal years of the Funds, Deloitte
& Touche has billed the non-audit fees listed below for services provided
to the entities indicated.
--------------------------------------------------------------------------------------------------------------------
AGGREGATE NON-AUDIT FEES
-------------------------------------------------------------------------- -------------------- --------------------
FUND 2008 2009
-------------------------------------------------------------------------- -------------------- --------------------
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
Fund $5,000 $5,200
Adviser $14,500 $6,000
-------------------------------------------------------------------------- -------------------- --------------------
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
Fund $5,000 $5,200
Adviser $14,500 $6,000
-------------------------------------------------------------------------- -------------------- --------------------
Pre-Approval
Pursuant to its Charter and its Audit and Non-Audit Services
Pre-Approval Policy, the Audit Committee of each Fund is responsible for
the pre-approval of all audit services and permitted non-audit services
(including the fees and terms thereof) to be performed for each Fund by
its independent auditors. The chairman of the Audit Committee is
authorized to give such pre-approvals on behalf of the Audit Committee up
to $25,000 and report any such pre-approval to the full Audit Committee.
The Audit Committee is also responsible for the pre-approval of
the independent auditors' engagements for non-audit services with the
Adviser and any entity controlling, controlled by or under common control
with the Adviser that provides ongoing services to the Fund, if the
engagement relates directly to the operations and financial reporting of
the Funds, subject to the de minimis exceptions for non-audit services
described in Rule 2-01 of Regulation S-X. If the independent auditors
have provided non-audit services to the Adviser or any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to the respective Fund that were not
pre-approved pursuant to its policies, the Audit Committee will consider
whether the provision of such non-audit services is compatible with the
auditors' independence.
None of the Audit Fees, Audit-Related Fees, Tax Fees, and All
Other Fees and Aggregate Non-Audit Fees disclosed above that were
required to be pre-approved by the Audit Committee pursuant to its
pre-approval policies were pre-approved by the Audit Committee pursuant
to the pre-approval exceptions included in Regulation S-X.
The Audit Committee of each Fund has considered whether the
provision of non-audit services that were rendered to the Adviser and any
entity controlling, controlled by or under common control with the
Adviser that provides ongoing services to the respective Fund that were
not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal accountant's
independence.
-16-
OTHER COMMITTEES
The Boards of Trustees of the Funds have three other standing
committees: the Executive Committee (also serving as the Dividend and
Pricing Committee), the Nominating and Governance Committee and the
Valuation Committee. The Executive Committee, which meets between Board
meetings, is authorized to exercise all powers of and to act in the place
of the Board of Trustees to the extent permitted by each Fund's
Declaration of Trust and By-Laws. The members of the Executive Committee
also serve as a special committee of the Board of Trustees known as the
Dividend and Pricing Committee which is authorized to exercise all of the
powers and authority of the Board with respect to the declaration and
setting of dividends and the issuance and sale, through an underwritten
public offering, of the Shares of each Fund and all other such matters
relating to such financing, including determining the price at which such
Shares are to be sold and approval of the final terms of the underwriting
agreement, including approval of the members of the underwriting
syndicate. Mr. Bowen and Dr. Erickson are members of the Executive
Committee. For each Fund, its Executive Committee met five times during
such Fund's last fiscal year. Each Fund's Executive Committee met to
authorize the Fund's dividend declarations.
Each Fund's Nominating and Governance Committee (the
"Committee") is composed entirely of Independent Trustees who are also
"independent directors" within the meaning of the listing standards of
the NYSE and the NYSE Amex. Messrs. Erickson, Kadlec, Keith and Nielson
are members of the Committee. The purpose of the Committee is to oversee
matters related to the nomination of Trustees and, as necessary, the
corporate governance of each Fund. The Committee is responsible for,
among other things, seeking, identifying and nominating qualified
candidates for election or appointment as Trustees in the event of a
vacancy, consistent with criteria approved by the Board, for the next
annual meeting of shareholders; evaluating Board performance and
processes; reviewing Board committee assignments; and, to the extent
necessary or desirable, establishing corporate governance guidelines and
procedures. The Committee operates under a written charter adopted and
approved by the Board, a copy of which is available on the Funds' website
at http://www.ftportfolios.com. Dr. Nielson serves as chairman of the
Committee. During each Fund's last fiscal year, its Committee met five
times.
If there is no vacancy on the Board, the Board will not actively
seek recommendations from other parties, including shareholders of the
Funds. When a vacancy on the Board occurs, the Committee may seek
recommendations for candidates from those sources it deems appropriate in
its discretion, including shareholders of the Funds. The Committee may
retain a search firm to identify candidates.
If a recommendation is received with satisfactorily completed
information regarding a candidate during a time when a vacancy exists on
the Board or during such other time as the Committee is accepting
recommendations, the recommendation will be forwarded to the chairman of
the Committee and outside counsel to the Independent Trustees.
Recommendations received at any other time will be kept on file until
such time as the Committee is accepting recommendations at which point
they may be considered for nomination.
In recruiting new Trustees, the Committee seeks to recruit and
retain qualified Independent Trustees of high integrity, whose skills and
experience will enhance the Board's ability to effectively represent the
interests of the Funds' shareholders and oversee the wide range of
-17-
regulatory and business issues affecting the Funds. A candidate for
Trustee must meet certain basic requirements, including relevant skills
and experience, time availability and if qualifying as a non-"interested
person" candidate, independence from the Funds and the Adviser or other
service providers. The qualifications of a particular candidate, however,
may vary depending on the current composition of the Board and the mix of
skills and backgrounds of the incumbent Trustees since the Committee
seeks to establish an effective Board with an appropriate range of skills
and experience, in the aggregate. In addition to relevant skills and
experience, all candidates must possess high standards of personal
integrity that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by Committee members. The review
process may include, without limitation, personal interviews, background
checks, written submissions by the candidates and third party references.
Under no circumstances shall the Committee evaluate persons recommended
by a shareholder of a Fund on a basis substantially different than that
used for other persons recommended for the same election or appointment
of Trustees. Each Fund has a retirement policy in place that prohibits
consideration for election as a Trustee of persons age 72 or older. The
Committee reserves the right to make the final selection regarding the
nomination of any Trustees.
The Valuation Committee is responsible for the oversight of
valuation procedures of the Funds. Messrs. Erickson, Kadlec, Keith and
Nielson are members of the Valuation Committee. Mr. Kadlec serves as
chairman of the Valuation Committee. During each Fund's last fiscal year,
its Valuation Committee met five times.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for presentation at the Joint Annual Meetings
of Shareholders of the Funds to be held in 2010, a shareholder proposal
submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the
offices of the applicable Fund at 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, not later than April 26, 2010.
Under the Fund's By-Laws, any proposal to elect any person
nominated by shareholders for election as Trustee and any other proposals
by shareholders may only be brought before an annual meeting of a Fund if
timely written notice (the "Shareholder Notice") is provided to the
Secretary of the Fund. In accordance with the advance notice provisions
included in the Funds' By-Laws, unless a greater or lesser period is
required under applicable law, to be timely, the Shareholder Notice must
be delivered to or mailed and received at the Fund's address, 120 East
Liberty Drive, Suite 400, Wheaton, Illinois 60187, Attn: W. Scott
Jardine, not less than forty-five (45) days nor more than sixty (60) days
prior to the first anniversary date of the date of the proxy statement
released to shareholders for the preceding year's annual meeting.
However, if and only if the annual meeting is not scheduled to be held
within a period that commences thirty (30) days before the first
anniversary date of the annual meeting for the preceding year and ends
thirty (30) days after such anniversary date (an annual meeting date
outside such period being referred to herein as an "Other Annual Meeting
Date"), such Shareholder Notice must be given as described above by the
later of the close of business on (i) the date forty-five (45) days prior
to such Other Annual Meeting Date or (ii) the tenth (10th) business day
following the date such Other Annual Meeting Date is first publicly
announced or disclosed.
-18-
Any shareholder submitting a nomination of any person or persons
(as the case may be) for election as a Trustee or Trustees of a Fund is
required to deliver, as part of such Shareholder Notice: (i) a statement
in writing setting forth: (A) the name, age, date of birth, business
address, residence address and nationality of the person or persons to be
nominated; (B) the class or series and number of all Shares of the Fund
owned of record or beneficially by each such person or persons, as
reported to such shareholder by such nominee(s); (C) any other
information regarding each such person required by paragraphs (a), (d),
(e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of
Rule 14a-101 (Schedule 14A) under the 1934 Act (or any successor
provision thereto); (D) any other information regarding the person or
persons to be nominated that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitation of proxies for election of trustees or directors pursuant to
Section 14 of the 1934 Act and the rules and regulations promulgated
thereunder; and (E) whether such shareholder believes any nominee is or
will be an "interested person" of the Fund (as defined in the 1940 Act)
and, if not an "interested person," information regarding each nominee
that will be sufficient for the Fund to make such determination; and (ii)
the written and signed consent of any person nominated to be named as a
nominee and to serve as a Trustee if elected. In addition, the Trustees
may require any proposed nominee to furnish such other information as
they may reasonably require or deem necessary to determine the
eligibility of such proposed nominee to serve as a Trustee.
Without limiting the foregoing, any shareholder who gives a
Shareholder Notice of any matter proposed to be brought before a
shareholder meeting (whether or not involving nominees for Trustees) is
required to deliver, as part of such Shareholder Notice: (i) the
description of and text of the proposal to be presented; (ii) a brief
written statement of the reasons why such shareholder favors the
proposal; (iii) such shareholder's name and address as they appear on the
Fund's books; (iv) any other information relating to the shareholder that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with the solicitation of proxies with
respect to the matter(s) proposed pursuant to Section 14 of the 1934 Act
and the rules and regulations promulgated thereunder; (v) the class or
series and number of all Shares of the Fund owned beneficially and of
record by such shareholder; (vi) any material interest of such
shareholder in the matter proposed (other than as a shareholder); (vii) a
representation that the shareholder intends to appear in person or by
proxy at the shareholder meeting to act on the matter(s) proposed; (viii)
if the proposal involves nominee(s) for Trustees, a description of all
arrangements or understandings between the shareholder and each proposed
nominee and any other person or persons (including their names) pursuant
to which the nomination(s) are to be made by the shareholder; and (ix) in
the case of a shareholder (a "Beneficial Owner") that holds Shares
entitled to vote at the meeting through a nominee or "street name" holder
of record, evidence establishing such Beneficial Owner's indirect
ownership of, and entitlement to vote, Shares at the meeting of
shareholders. Shares "beneficially owned" means all Shares which such
person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5
under the 1934 Act.
Timely submission of a proposal does not mean that such proposal
will be included in a proxy statement.
-19-
SHAREHOLDER COMMUNICATIONS
Shareholders of a Fund who want to communicate with the Board of
Trustees or any individual Trustee should write the Fund to the attention
of the Fund Secretary, W. Scott Jardine. The letter should indicate that
you are a Fund shareholder. If the communication is intended for a
specific Trustee and so indicates, it will be sent only to that Trustee.
If a communication does not indicate a specific Trustee, it will be sent
to the chairman of the Nominating and Governance Committee of the Board
and the outside counsel to the Independent Trustees for further
distribution as deemed appropriate by such persons.
INVESTMENT ADVISER, SUB-ADVISER, ADMINISTRATOR AND TRANSFER AGENT
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, serves as the Funds' investment adviser. Four
Corners Capital Management, LLC, 555 South Flower Street, Suite 3300, Los
Angeles, California 90071, serves as the investment sub-adviser (the
"Sub-Adviser") to the Funds.
PNC acts as the administrator, accounting agent and transfer
agent to the Fund, and its principal U.S. office is located at 4400
Computer Drive, Westborough, Massachusetts 01581. PNC is a leading
provider of processing, technology and business intelligence services to
asset managers, broker/dealers and financial advisors.
SECTION 30(h) AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act
require each Fund's officers and Trustees, certain persons affiliated
with First Trust Advisors and the Sub-Adviser and persons who
beneficially own more than 10% of the Fund's Shares to file reports of
ownership and changes of ownership with the Securities and Exchange
Commission and the NYSE or the NYSE Amex, as applicable, and to furnish
the Fund with copies of all Section 16(a) forms they file. Based solely
upon a review of copies of such forms received by the Funds and certain
written representations, the Funds believe that during the fiscal year
ended May 31, 2009, all such filing requirements applicable to such
persons were met except late Form 3 filings were made on behalf of
Benjamin Matthaus Bruck for First Trust/Four Corners Senior Floating Rate
Income Fund and Graham Thomas McDevitt for First Trust/Four Corners
Senior Floating Rate Income Fund II. Both Messrs. Bruck and McDevitt are
board members of the Funds' Sub-Adviser. The late Form 3 filings were due
to administrative oversight and were not made in conjunction with any
purchase of securities of the Funds.
FISCAL YEAR
Each Fund's fiscal year end was May 31, 2009.
-20-
DELIVERY OF CERTAIN DOCUMENTS
Annual reports will be sent to shareholders of record of each
Fund following the Fund's fiscal year end. Each Fund will furnish,
without charge, a copy of its annual report and/or semiannual report as
available upon request. Such written or oral requests should be directed
to the Fund at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
or by calling (800) 988-5891.
Please note that only one annual or semi-annual report, proxy
statement or Notice of Internet Availability of Proxy Materials (as
applicable) may be delivered to two or more shareholders of a Fund who
share an address, unless the Fund has received instructions to the
contrary. To request a separate copy of an annual or semi-annual report,
proxy statement or Notice of Internet Availability of Proxy Materials (as
applicable), or for instructions as to how to request a separate copy of
such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the Fund at
the address and phone number set forth above. Pursuant to a request, a
separate copy will be delivered promptly.
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the matter described above is expected to
come before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or
postponement of the Meeting, the persons named on the enclosed proxy card
will vote thereon according to their best judgment in the interests of
the Funds.
August 17, 2009
-------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
-------------------------------------------------------------------------------
-21-
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-22-
EXHIBIT A
AUDIT COMMITTEE CHARTER
I. PURPOSE.
The Audit Committee (the "Committee") is appointed by the Boards
of Trustees (the "Boards") of investment companies (the "Funds") advised
by First Trust Advisors L.P. ("Fund Management") for the following
purposes:
A. to oversee the accounting and financial reporting
processes of each Fund and its internal controls and, as the
Audit Committee deems appropriate, to inquire into the internal
controls of certain third-party service providers;
B. to oversee the quality and integrity of each
Fund's financial statements and the independent audit thereof;
C. to oversee, or, as appropriate, assist Board
oversight of, each Fund's compliance with legal and regulatory
requirements that relate to the Fund's accounting and financial
reporting, internal controls and independent audits; and
D. to approve, prior to the appointment, the
engagement of each Fund's independent auditor and, in connection
therewith, to review and evaluate the qualifications,
independence and performance of the Fund's independent auditor.
II. COMMITTEE ORGANIZATION AND COMPOSITION.
A. Size and Membership Requirements.
1. The Committee shall be composed of at least three
members, all of whom shall be trustees of the Funds. Each member
of the Committee, and a Committee chairperson, shall be
appointed by the Board on the recommendation of the Nominating
and Governance Committee.
2. Each member of the Committee shall be independent
of the Fund and must be free of any relationship that, in the
opinion of the Board, would interfere with the exercise of
independent judgment as a Committee member. With respect to the
Funds which are closed-end funds or open-end exchange-traded
funds ("ETFs"), each member must meet the independence and
experience requirements of the New York Stock Exchange, NYSE
Arca, or the NYSE Amex or the NASDAQ Stock Market (as
applicable), and Section 10A of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule 10A-3
thereunder, and other applicable rules and regulations of the
Securities and Exchange Commission ("SEC"). Included in the foregoing
is the requirement that no member of the Committee be an "interested
of the Funds within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the "1940 Act"), nor shall any
Committee member accept, directly or indirectly, any consulting,
advisory or other compensatory fee from the Funds (except in the
capacity as a Board or committee member).
3. At least one member of the Committee shall have
been determined by the Board, exercising its business judgment,
to qualify as an "audit committee financial expert" as defined
by the SEC.
4. With respect to Funds whose shares are listed on
NYSE Arca or on the New York Stock Exchange, each member of the
Committee shall have been determined by the Board, exercising
its business judgment, to be "financially literate" as required
by the New York Stock Exchange or NYSE Arca (as applicable). In
addition, at least one member of the Committee shall have been
determined by the Board, exercising its business judgment, to
have "accounting or financial management expertise," as required
by the New York Stock Exchange or NYSE Arca (as applicable).
Such member may, but need not be, the same person as the Funds'
"audit committee financial expert." With respect to Funds that
are closed-end funds or ETFs whose shares are listed on the NYSE
Amex or the NASDAQ Stock Market, each member of the Committee
shall be able to read and understand fundamental financial
statements, including a Fund's balance sheet, income statement
and cash flow statement. In addition, at least one member of the
Committee shall have been determined by the Board, exercising
its business judgment, to be "financially sophisticated," as
required by the NYSE Amex or the NASDAQ Stock Market (as
applicable). A member whom the Board determines to be the Fund's
"audit committee financial expert" shall be presumed to qualify
as financially sophisticated.
5. With respect to Funds that are closed-end funds,
Committee members shall not serve simultaneously on the audit
committee of more than two public companies, in addition to
their service on the Committee.
B. Frequency of Meetings.
The Committee will ordinarily meet once for every regular
meeting of the Board. The Committee may meet more or less frequently as
appropriate, but no less than twice per year.
C. Term of Office.
Committee members shall serve until they resign or are removed
or replaced by the Board.
A-2
III. RESPONSIBILITIES.
A. With respect to Independent Auditors:
1. The Committee shall be responsible for the
appointment or replacement (subject if applicable, to Board
and/or shareholder ratification), compensation, retention and
oversight of the work of any registered public accounting firm
engaged (including resolution of disagreements between
management and the auditor regarding financial reporting) for
the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Funds
("External Auditors"). The External Auditors shall report
directly to the Committee.
2. The Committee shall meet with the External
Auditors and Fund Management to review the scope, fees, audit
plans and staffing of the proposed audits for each fiscal year.
At the conclusion of the audit, the Committee shall review such
audit results, including the External Auditor's evaluation of
the Fund's financial and internal controls, any comments or
recommendations of the External Auditors, any audit problems or
difficulties and Fund Management's response, including any
restrictions on the scope of the External Auditor's activities
or on access to requested information, any significant
disagreements with Fund Management, any accounting adjustments
noted or proposed by the auditor but not made by the Fund, any
communications between the audit team and the audit firm 's
national office regarding auditing or accounting issues
presented by the engagement, any significant changes required
from the originally planned audit programs and any adjustments
to the financial statements recommended by the External
Auditors.
3. The Committee shall meet with the External
Auditors in the absence of Fund Management, as necessary.
4. The Committee shall pre-approve all audit services
and permitted non-audit services (including the fees and terms
thereof) to be performed for the Fund by its External Auditors.
The Chairman of the Committee is authorized to give such
pre-approvals on behalf of the Committee, and shall report any
such pre-approval to the full Committee.
5. The Committee shall pre-approve the External
Auditor's engagements for non-audit services to Fund Management
and any entity controlling, controlled by or under common
control with Fund Management that provides ongoing services to
the Fund, if the engagement relates directly to the operations
and financial reporting of the Fund, subject to the de minimis
exceptions for non-audit services described in Rule 2-01 of
Regulation S-X. The Chairman of the Committee is authorized to
give such pre-approvals on behalf of the Committee, and shall
report any such pre-approval to the full Committee.
A-3
6. If the External Auditors have provided non-audit
services to Fund Management and any entity controlling,
controlled by or under common control with Fund Management that
provides ongoing services to the Fund that were not pre-approved
pursuant to the de minimis exception, the Committee shall
consider whether the provision of such non-audit services is
compatible with the External Auditor's independence.
7. The Committee shall obtain and review a report
from the External Auditors at least annually (including a formal
written statement delineating all relationships between the
auditors and the Fund consistent with Independence Standards
Board Standard No. 1 as may be amended, restated, modified or
replaced) regarding (a) the External Auditor's internal
quality-control procedures; (b) any material issues raised by
the most recent internal quality-control review, or peer review,
of the firm, or by an inquiry or investigation by governmental
or professional authorities within the preceding five years,
respecting one or more independent audits carried out by the
firm; (c) any steps taken to deal with any such issues; and (d)
the External Auditor's independence, including all relationships
between the External Auditors and the Fund and its affiliates;
and evaluating the qualifications, performance and independence
of the External Auditors, including their membership in the SEC
practice section of the AICPA and their compliance with all
applicable requirements for independence and peer review, and a
review and evaluation of the lead partner, taking into account
the opinions of management and discussing such reports with the
External Auditors. The Committee shall present its conclusions
with respect to the External Auditors to the Board.
8. The Committee shall review reports and other
information provided to it by the External Auditors regarding
any illegal acts that the External Auditors should discover
(whether or not perceived to have a material effect on the
Fund's financial statements), in accordance with and as required
by Section 10A(b) of the Exchange Act.
9. The Committee shall ensure the rotation of the
lead (or concurring) audit partner having primary responsibility
for the audit and the audit partner responsible for reviewing
the audit as required by law, and further considering the
rotation of the independent auditor firm itself.
10. The Committee shall establish and recommend to the
Board for ratification a policy of the Funds with respect to the
hiring of employees or former employees of the External Auditors
who participated in the audits of the Funds' financial
statements.
11. The Committee shall take (and, where appropriate,
recommend that the Board take) appropriate action to oversee the
independence of the External Auditors.
12. The Committee shall report regularly to the Board
on the results of the activities of the Committee, including any
issues that arise with respect to the quality or integrity of
the Funds' financial statements, the Funds' compliance with
legal or regulatory requirements, the performance and
independence of the Funds' External Auditors, or the performance
of the internal audit function, if any.
A-4
B. With respect to Fund Financial Statements:
1. The Committee shall meet to review and discuss
with Fund Management and the External Auditors the annual
audited financial statements of the Funds, major issues
regarding accounting and auditing principles and practices, and
the Funds' disclosures under "Management's Discussion and
Analysis," and shall meet to review and discuss with Fund
Management the semi-annual financial statements of the Funds and
the Funds' disclosures under "Management's Discussion and
Analysis."
2. The Committee shall review and discuss reports,
both written and oral, from the External Auditors or Fund
Management regarding (a) all critical accounting policies and
practices to be used; (b) all alternative treatments of
financial information within generally accepted accounting
principles ("GAAP") for policies and practices that have been
discussed with management, including the ramifications of the
use of such alternative treatments and disclosures and the
treatment preferred by the External Auditors; (c) other material
written communications between the External Auditors and
management, such as any management letter or schedule of
unadjusted differences; and (d) all non-audit services provided
to any entity in the investment company complex (as defined in
Rule 2-01 of Regulation S-X) that were not pre-approved by the
Committee.
3. The Committee shall review disclosures made to the
Committee by the Funds' principal executive officer and
principal financial officer during their certification process
for the Funds' periodic reports about any significant
deficiencies in the design or operation of internal controls or
material weaknesses therein and any fraud involving management
or other employees who have a significant role in the Funds'
internal controls.
4. The Committee shall discuss with the External
Auditors the matters required to be discussed by Statement of
Auditing Standards ("SAS") No. 90, Audit Committee
Communications (which amended SAS No. 61, Communication with
Audit Committees), that arise during the External Auditor's
review of the Funds' financial statements.
5. The Committee shall review and discuss with
management and the External Auditors (a) significant financial
reporting issues and judgments made in connection with the
preparation and presentation of the Funds' financial statements,
including any significant changes in the Funds' selection or
application of accounting principles and any major issues as to
the adequacy of the Funds' internal controls and any special
audit steps adopted in light of material control deficiencies,
and (b) analyses prepared by Fund Management or the External
Auditors setting forth significant financial reporting issues
and judgments made in connection with the preparation of the
financial statements, including analyses of the effects of
alternative GAAP methods on the financial statements.
6. The Committee shall review and discuss with
management and the External Auditors the effect of regulatory
and accounting initiatives on the Funds' financial statements.
A-5
7. The Committee shall discuss with Fund Management
the Funds' press releases regarding financial results and
dividends, as well as financial information and earnings
guidance provided to analysts and rating agencies. This
discussion may be done generally, consisting of discussing the
types of information to be disclosed and the types of
presentations to be made. The Chairman of the Committee shall be
authorized to have these discussions with Fund Management on
behalf of the Committee, and shall report to the Committee
regarding any such discussions.
8. The Committee shall discuss with Fund Management
the Funds' major financial risk exposures and the steps Fund
Management has taken to monitor and control these exposures,
including the Funds' risk assessment and risk management
policies and guidelines. In fulfilling its obligations under
this paragraph, the Committee may, as applicable, review in a
general manner the processes other Board committees have in
place with respect to risk assessment and risk management.
C. With respect to serving as a Qualified Legal Compliance
Committee:
1. The Committee shall serve as the Funds' "qualified
legal compliance committee" ("QLCC") within the meaning of the
rules of the SEC and, in that regard, the following shall apply.
i. The Committee shall receive and retain,
in confidence, reports of evidence of (a) a material
violation of any federal or state securities laws, (b)
a material breach of a fiduciary duty arising under any
federal or state laws or (c) a similar material
violation of any federal or state law by a Fund or any
of its officers, trustees, employees or agents (a
"Report of Material Violation"). Reports of Material
Violation may be addressed to the Funds, attention W.
Scott Jardine, at the address of the principal offices
of the Funds, which currently is 120 East Liberty
Drive, Wheaton, Illinois 60187, who shall forward the
Report of Material Violation to the Committee.
ii. Upon receipt of a Report of Material
Violation, the Committee shall (a) inform the Fund's
chief legal officer and chief executive officer (or the
equivalents thereof) of the report (unless the
Committee determines it would be futile to do so), and
(b) determine whether an investigation is necessary.
iii. After considering the Report of a
Material Violation, the Committee shall do the
following if it deems an investigation necessary:
o Notify the full Board;
o Initiate an investigation, which
may be conducted either by the chief legal
officer (or the equivalent thereof) of the
Fund or by outside attorneys; and
o Retain such additional expert
personnel as the Committee deems necessary.
A-6
iv. At the conclusion of any such
investigation, the Committee shall:
o Recommend, by majority vote, that
the Fund implement an appropriate response
to evidence of a material violation; and
o Inform the chief legal officer and
the chief executive officer (or the
equivalents thereof) and the Board of the
results of any such investigation and the
appropriate remedial measures to be
adopted.
2. The Committee shall take all other action that it
deems appropriate in the event that the Fund fails in any
material respect to implement an appropriate response that the
Committee, as the QLCC, has recommended the Fund take.
D. Other Responsibilities:
1. The Committee shall receive, retain and handle
complaints received by the Funds regarding accounting, internal
accounting controls, or auditing matters from any person,
whether or not an employee of the Funds or Fund Management, and
shall receive submissions of concerns regarding questionable
accounting or auditing matters by employees of the Funds and
Fund Management, administrator, principal underwriter, or any
other provider of accounting-related services for the Funds. All
such complaints and concerns shall be handled in accordance with
the Committee's procedures for operating as a QLCC, outlined in
III.C above.
2. The Committee shall review, with fund counsel and
independent legal counsel, any legal matters that could have
significant impact on the Funds' financial statements or
compliance policies and the findings of any examination by a
regulatory agency as they relate to financial statement matters.
3. The Committee shall review and reassess the
adequacy of this charter on an annual basis and provide a
recommendation to the Board for approval of any proposed changes
deemed necessary or advisable by the Committee.
4. The Committee shall evaluate on an annual basis
the performance of the Committee.
5. The Committee shall review with the External
Auditors and with Fund Management the adequacy and effectiveness
of the Funds' internal accounting and financial controls.
6. The Committee shall discuss with Fund Management
and the External Auditors any correspondence with regulators or
governmental agencies that raise material issues regarding the
Funds' financial statements or accounting policies.
7. The Committee shall obtain any reports from Fund
Management with respect to the Funds' policies and procedures
regarding compliance with applicable laws and regulations. The
Committee shall perform other special reviews, investigations or
oversight functions as requested by the Board and shall receive
and review periodic or special reports issued on
A-7
exposure/controls, irregularities and control failures related
to the Funds.
8. The Committee shall prepare any report of the
Committee required to be included in a proxy statement for a
Fund.
9. The Committee may request any officer or employee
of a Fund or Fund Management, independent legal counsel, fund
counsel and the External Auditors to attend a meeting of the
Committee or to meet with any members of, or consultants to, the
Committee.
10. The Committee shall maintain minutes of its
meetings.
11. The Committee shall perform such other functions
and have such powers as may be necessary or appropriate in the
efficient and lawful discharge of its responsibilities.
IV. AUTHORITY TO ENGAGE ADVISERS.
The Committee may engage independent counsel and other advisers,
as it determines necessary to carry out its duties. The Funds' External
Auditors shall have unrestricted accessibility at any time to Committee
members.
V. FUNDING PROVISIONS.
A. The Committee shall determine the:
1. Compensation to any independent registered public
accounting firm engaged for the purpose of preparing or issuing
an audit report or performing other audit, review or attest
services for a Fund; and
2. Compensation to any advisers employed by the
Committee.
B. The expenses enumerated in this Article V and all necessary
and appropriate administrative expenses of the Committee shall be paid by
the applicable Fund or Fund Management.
VI. MANAGEMENT AND EXTERNAL AUDITOR'S RESPONSIBILITIES.
A. Fund Management has the primary responsibility for
establishing and maintaining systems for accounting, reporting,
disclosure and internal controls. The External Auditors have the primary
responsibility to plan and implement an audit, with proper consideration
given to the accounting, reporting and internal controls. All External
Auditors engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the Funds shall
report directly to the Committee. The External Auditors' ultimate
accountability is to the Board and the Committee, as representatives of
shareholders.
A-8
B. While the Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Committee to plan or
conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with GAAP, nor is it the duty
of the Committee to assure compliance with laws and regulations and/or
the Funds' Code of Ethics.
C. In discharging its responsibilities, the Committee and its
members are entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, if
prepared or presented by: (1) one or more officers of a Fund; (2) legal
counsel, public accountants, or other persons as to matters the Committee
member reasonably believes are within the person's professional or expert
competence; or (3) a Board committee of which the Committee member is not
a member.
A-9
[BLANK BACK COVER]
FORM OF PROXY CARD
----------------------
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
ANNUAL MEETING ON SEPTEMBER 21, 2009
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of Shares of the First Trust/Four Corners Senior Floating
Rate Income Fund II (the "Fund"), a Massachusetts business trust, hereby
appoints W. Scott Jardine, Mark R. Bradley, Kristi A. Maher, James M. Dykas and
Erin E. Chapman as attorneys and proxies for the undersigned, with full powers
of substitution and revocation, to represent the undersigned and to vote on
behalf of the undersigned all shares of the Fund that the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund (the
"Meeting") to be held at the offices of First Trust Advisors L.P., 120 East
Liberty Drive, Suite 400 in Wheaton, IL 60187, at 4:00 p.m. Central time on the
date indicated above, and any adjournments or postponements thereof. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated August 17, 2009, and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES SET FORTH.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
FCT-PXC
-----------------------------
-----------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE NOMINEE LISTED.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [ ]
Election of Trustee: To elect the Trustee for the term specified, by holders of
Common and Preferred Shares, voting together as a single class.
01 - Niel B. Nielson Class II (Expiring 2012) Common and Preferred Shares
[ ] Mark here to vote FOR the nominee
[ ] Mark here to WITHHOLD from the nominee
Non-Voting Items
Change of Address - Please print new address below.
Comments - Please print your comments below.
Authorized Signatures - This section must be completed for your vote to
be counted. - Date and Sign Below
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
Signature of Shareholder
Signature of Shareholder
Date (mm/dd/yyyy) - Please print date below
FCT-CMN-PXC
Please detach along perforated line and mail in the envelope provided.
ANNUAL MEETING OF SHAREHOLDERS OF
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
September 21, 2009
Common Shares
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.