As filed with the Securities and Exchange Commission on August 10, 2006
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1933 Act File No. 333-115414
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
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND
1001 WARRENVILLE ROAD
SUITE 300
LISLE, ILLINOIS 60532
August 11, 2006
Dear Shareholder:
The accompanying materials relate to the Joint Annual Meetings of
Shareholders (each a "Meeting" and collectively, the "Meetings") of First
Trust/Four Corners Senior Floating Rate Income Fund, First Trust/Four Corners
Senior Floating Rate Income Fund II and Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund (each a "Fund" and collectively,
the "Funds"). The Meetings will be held at the offices of First Trust Advisors
L.P., 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532, on September 11,
2006 at 4:00 p.m. Central time.
At the Meeting, you will be asked to vote on a proposal to elect
Trustees of your Fund 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,
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 your 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
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND
1001 WARRENVILLE ROAD
SUITE 300
LISLE, ILLINOIS 60532
NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
To be held on September 11, 2006
August 11, 2006
To the Shareholders of the above Funds:
Notice is hereby given that the Joint Annual Meetings of Shareholders
(each a "Meeting" and collectively, the "Meetings") of First Trust/Four Corners
Senior Floating Rate Income Fund, First Trust/Four Corners Senior Floating Rate
Income Fund II and Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund (each a "Fund" and collectively, the "Funds"), each a
Massachusetts business trust, will be held at the offices of First Trust
Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532, on
September 11, 2006, at 4:00 p.m. Central time, for the following purposes:
1. To elect five Trustees of each Fund as outlined below:
a. For Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund: Five
(5) Trustees are to be elected by holders of Common
Shares of the Fund, voting as a single class.
Trustees Bowen, Erickson, Kadlec, Keith and Nielson
are nominees for election by all shareholders of the
Fund.
b. For First Trust/Four Corners Senior Floating Rate
Income Fund and First Trust/Four Corners Senior
Floating Rate Income Fund II:
i. Three (3) Trustees are to be elected by
holders of Common and Preferred Shares of
each Fund, voting together as a single
class. Trustees Bowen, Erickson and Nielson
are nominees for election by holders of
Common and Preferred Shares of each Fund;
and
ii. Two (2) Trustees are to be elected by
holders of Preferred Shares of each Fund,
voting as a single class. Trustees Kadlec
and Keith are nominees for election by
holders of Preferred Shares of each Fund.
2. To transact such other business as may properly come before
the Meetings or any adjournments or postponements thereof.
The Board of Trustees has fixed the close of business on July 10, 2006
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meetings.
By order of the Board of Trustees,
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
NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR
THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
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FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND
JOINT ANNUAL MEETINGS OF SHAREHOLDERS
SEPTEMBER 11, 2006
1001 WARRENVILLE ROAD
SUITE 300
LISLE, ILLINOIS 60532
JOINT PROXY STATEMENT
AUGUST 11, 2006
This Joint Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Trustees of First Trust/Four Corners
Senior Floating Rate Income Fund, First Trust/Four Corners Senior Floating Rate
Income Fund II and Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund (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 September 11, 2006, at 4:00 p.m. Central time, at the
offices of First Trust Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532, and at any adjournments or postponements thereof (each a
"Meeting" and collectively, the "Meetings"). A Notice of the Joint Annual
Meetings of Shareholders and a proxy card accompany this Joint Proxy Statement.
The Board of Trustees of the Funds has determined that the use of this Joint
Proxy Statement is in the best interests of each Fund and its shareholders in
light of the same matters being considered and voted on by shareholders.
Beginning on or about August 11, 2006, proxy solicitations will be
made, primarily by mail, but may also be made by telephone or personal
interviews conducted by officers of each Fund; officers or employees of First
Trust Advisors L.P. ("First Trust Advisors" or the "Adviser"), the investment
adviser of the Funds; and employees of PFPC Inc. ("PFPC"), the administrator,
accounting agent and transfer agent of the Funds and a subsidiary of The PNC
Financial Services Group Inc., or any of their affiliates. The costs of proxy
solicitation and expenses 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 FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE
UPON REQUEST, WITHOUT CHARGE, BY WRITING TO THE ADVISER AT 1001 WARRENVILLE
ROAD, SUITE 300, LISLE, ILLINOIS 60532 OR BY CALLING 1-800-988-5891. THIS JOINT
PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE MAILED TO SHAREHOLDERS
ON OR ABOUT AUGUST 11, 2006.
If the enclosed proxy card is properly executed and returned in time to
be voted at the Meeting (including any adjournments or postponements thereof),
the shares represented thereby will be voted in accordance with the instructions
Page 1
marked thereon. If no instructions are marked on the enclosed proxy card, shares
represented thereby will be voted in the discretion of the persons named on the
proxy card. Accordingly, unless instructions to the contrary are marked thereon,
a proxy will be voted FOR the election of the nominees as Trustees, and FOR or
AGAINST any other matters properly 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 submitting a letter of revocation or a later-dated proxy to the
applicable Fund at the above address prior to the date of the Meeting.
Shareholders who intend to attend the Meeting will need to show valid
identification and proof of share ownership to be admitted to the Meeting.
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 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 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 with respect to one or
more matters 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 that are represented by
broker non-votes, may, at the discretion of the proxies named therein, be voted
in favor of such an adjournment or adjournments.
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
Trustees of that Fund.
The close of business on July 10, 2006 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Meetings and any adjournments or postponements
thereof.
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income
Fund has one class of shares of beneficial interest, par value $0.01 per share,
known as Common Shares. First Trust/Four Corners Senior Floating Rate Income
Fund has two classes of shares of beneficial interest, par value $0.01 per
share, Common Shares 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, par value $0.01 per share, Common
Shares and Auction Market Preferred Shares ("AMPS"). Throughout this Joint Proxy
Page 2
Statement, MMP(R) Shares and AMPS will be collectively referred to as "Preferred
Shares." On the Record Date, each Fund had the following number of shares (the
"Shares") outstanding:
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COMMON PREFERRED
SHARES SHARES
FUND OUTSTANDING OUTSTANDING
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First Trust/Four Corners Senior Floating Rate Income Fund 4,924,349 2,280
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First Trust/Four Corners Senior Floating Rate Income Fund II 25,272,768 4,000
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Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund 8,980,236 N/A
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Common Shares of First Trust/Four Corners Senior Floating Rate Income
Fund are listed on the American Stock Exchange under the ticker symbol FCM.
Common Shares of Macquarie/First Trust Global Infrastructure/Utilities Dividend
& Income Fund and First Trust/Four Corners Senior Floating Rate Income Fund II
are listed on the New York Stock Exchange under the ticker symbols MFD and FCT,
respectively. The Preferred Shares of First Trust/Four Corners Senior Floating
Rate Income Fund and First Trust/Four Corners Senior Floating Rate Income Fund
II are not listed on a national stock exchange.
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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COMMON SHARES PREFERRED
MATTER SHARES
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a. Election of five (5) Trustees for Macquarie/First Trust Global X
Infrastructure/Utilities Dividend & Income Fund
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b.i. Election of three (3) Trustees for First Trust/Four Corners Senior X X
Floating Rate Income Fund and First Trust/Four Corners Senior Floating
Rate Income Fund II
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b.ii. Election of two (2) Trustees for First Trust/Four Corners Senior X
Floating Rate Income Fund and First Trust/Four Corners Senior Floating
Rate Income Fund II
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In order for your Shares to 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 to be received BY 5:00 P.M.,
on SEPTEMBER 8, 2006.
Page 3
PROPOSAL 1: ELECTION OF TRUSTEES
Proposal 1 relates to the election of Trustees of each Fund. Management
proposes the election of five Trustees: James A. Bowen, Richard E. Erickson,
Thomas R. Kadlec, Robert F. Keith and Niel B. Nielson. Each Trustee has
indicated his willingness to continue to serve if elected. If elected, each
nominee will hold office until the next annual meetings of shareholders or until
his successor is elected and qualified, or until he resigns, retires, or is
otherwise removed. Each of the nominees was elected to each Fund's Board by the
Fund's initial shareholder on the Fund's respective organizational date except
for Trustee Keith, who was appointed to each Fund's Board on June 12, 2006 by
the Trustees. In addition, each of the nominees, except for Trustee Keith, was
elected to each Fund's Board by the Shareholders at the last Joint Annual
Meetings of Shareholders of the Funds held on September 12, 2005.
a. For Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund: Five (5) Trustees are to be elected by
holders of Common Shares of the Fund, voting as a single
class. Trustees Bowen, Erickson, Kadlec, Keith and Nielson are
nominees for election by all Shareholders of the Fund.
b. For First Trust/Four Corners Senior Floating Rate Income Fund
and First Trust/Four Corners Senior Floating Rate Income Fund II:
i. Three (3) Trustees are to be elected by holders of Common
and Preferred Shares of each Fund, voting together as a
single class. Trustees Bowen, Erickson and Nielson are
nominees for election by holders of Common and Preferred
Shares of each Fund; and
ii. Two (2) Trustees are to be elected by holders of Preferred
Shares of each Fund, voting as a single class. Trustees
Kadlec and Keith are nominees for election by holders of
Preferred Shares of each Fund.
Required Vote: The Trustees, including those who are not "interested
persons" of the Fund ("Independent Trustees") as that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), shall be elected by
the affirmative vote of the holders of a plurality of the Shares of each Fund
cast in person or by proxy 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 the enclosed proxy card, your
Shares will be voted FOR the election of the nominees 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
ELECTION OF THE TRUSTEES.
Page 4
ADDITIONAL INFORMATION
MANAGEMENT OF THE FUNDS
The management of each Fund, including the 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 the
term "interested person" is defined in the 1940 Act) and four of whom are
Independent Trustees. During the past five years, no Independent Trustee has
been a trustee, director or employee of, or consultant to the Adviser, any
sub-adviser described below under "INVESTMENT ADVISER, SUB-ADVISERS AND
ADMINISTRATOR," or any of their affiliates. The Trustees of the Funds set broad
policies for each Fund, choose each Fund's officers, and hire each Fund's
investment adviser and, if applicable, sub-adviser. The officers of the Funds
manage the day-to-day operations and are responsible to the Funds' Board of
Trustees. The following is a list of Trustees and officers of the Funds and a
statement of their present positions, principal occupations during the past five
years, the number of portfolios each oversees, and the other directorships they
hold, if applicable.
BOARD NOMINEES
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INTERESTED TRUSTEE
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NUMBER OF
TERM OF PORTFOLIOS
OFFICE(2) PRINCIPAL IN FUND
POSITION(S) AND LENGTH OCCUPATION(S) COMPLEX OTHER
NAME, ADDRESS, AND HELD WITH OF TIME DURING PAST FIVE OVERSEEN DIRECTORSHIPS
DATE OF BIRTH THE FUNDS SERVED(3) YEARS BY TRUSTEE HELD BY TRUSTEE
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James A. Bowen(1) President, 1 Year President, First Trust 33 Trustee of
1001 Warrenville Road Chairman of Portfolios L.P. and Wheaton College
Suite 300 the Board, First Trust Advisors
Lisle, IL 60532 Chief Since Fund L.P.; Chairman of the
D.O.B.: 9/55 Executive Inception Board, BondWave LLC
Officer and (Software Development
Trustee Company/Broker-Dealer) and
Stonebridge Advisors LLC
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INDEPENDENT TRUSTEES
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Richard E. Erickson Trustee 1 Year Physician and 33 NONE
c/o First Trust Advisors President,
L.P. Since Fund Wheaton Orthopedics;
1001 Warrenville Road Inception Co-Owner and
Suite 300 Co-Director, Sports
Lisle, IL 60532 Med Center for
D.O.B.: 4/51 Fitness; Limited
Partner, Gundersen
Real Estate
Partnership
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Niel B. Nielson Trustee 1 Year President, Covenant 33 Director of
c/o First Trust Advisors College (2002 to Good News
L.P. Since Fund Present); Associate Publishers-Crossway
1001 Warrenville Road Inception Pastor, College Books; Covenant
Suite 300 Church in Wheaton Transport Inc.
Lisle, IL 60532 (1997 to 2002)
D.O.B.: 3/54
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Page 5
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NUMBER OF
TERM OF PORTFOLIOS
OFFICE(2) PRINCIPAL IN FUND
POSITION(S) AND LENGTH OCCUPATION(S) COMPLEX OTHER
NAME, ADDRESS, AND HELD WITH OF TIME DURING PAST FIVE OVERSEEN DIRECTORSHIPS
DATE OF BIRTH THE FUNDS SERVED(3) YEARS BY TRUSTEE HELD BY TRUSTEE
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Thomas R. Kadlec Trustee 1 Year President, ADM 33 NONE
c/o First Trust Advisors Derivatives, Inc.
L.P. Since Fund (May 2005 to
1001 Warrenville Road Inception Present);
Suite 300 Vice-President, Chief
Lisle, IL 60532 Financial Officer,
D.O.B.: 11/57 ADM Investor
Services, Inc.
(Futures Commission
Merchant) (1990 to
Present); Registered
Representative,
Segerdahl & Company,
Inc., an NASD member
(Broker-Dealer) (2000
to Present)
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Robert F. Keith Trustee 1 Year President, Hibs 21 NONE
c/o First Trust Advisors Enterprises
L.P. Since June (Financial and
1001 Warrenville Road 2006 Management
Suite 300 Consulting) (2003 to
Lisle, IL 60532 Present); President,
D.O.B.: 11/56 Aramark ServiceMaster
Management Services (2001
to 2003); President & COO,
ServiceMaster Management
Services (1998 to 2003)
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OFFICERS
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PRINCIPAL NUMBER OF
TERM OF OFFICE(2) OCCUPATION(S) PORTFOLIOS IN FUND
NAME, ADDRESS, AND POSITION(S) HELD AND LENGTH OF DURING PAST FIVE COMPLEX SERVED
DATE OF BIRTH WITH THE FUNDS TIME SERVED(3) YEARS BY OFFICER
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Mark R. Bradley Treasurer, Indefinite Chief Financial 33
1001 Warrenville Road Controller, Chief Officer, Managing
Suite 300 Financial Officer Since Fund Director, First Trust
Lisle, IL 60532 and Chief Inception Portfolios L.P. and
D.O.B.: 11/57 Accounting Officer First Trust Advisors
L.P.; Chief Financial
Officer, BondWave LLC
(Software Development
Company/Broker-Dealer) and
Stonebridge Advisors LLC
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Susan M. Brix Assistant Vice Indefinite Representative, First 33
1001 Warrenville Road Trust Portfolios L.P.;
Suite 300 President Since Fund Assistant Portfolio
Lisle, IL 60532 Inception Manager, First Trust
D.O.B.: 1/60 Advisors L.P.
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Robert F. Carey Vice President Indefinite Senior Vice President, 33
1001 Warrenville Road First Trust Portfolios
Suite 300 Since Fund L.P. and First Trust
Lisle, IL 60532 Inception Advisors L.P.
D.O.B.: 7/63
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Page 6
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PRINCIPAL NUMBER OF
TERM OF OFFICE(2) OCCUPATION(S) PORTFOLIOS IN FUND
NAME, ADDRESS, AND POSITION(S) HELD AND LENGTH OF DURING PAST FIVE COMPLEX SERVED
DATE OF BIRTH WITH THE FUNDS TIME SERVED(3) YEARS BY OFFICER
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W. Scott Jardine Secretary and Chief Indefinite General Counsel, 33
1001 Warrenville Road Compliance Officer First Trust Portfolios
Suite 300 ("CCO") Secretary since L.P. and First Trust
Lisle, IL 60532 Fund Advisors L.P.;
D.O.B.: 5/60 Inception Secretary, BondWave
LLC (Software Development
Company/Broker-Dealer)
CCO since 2004 and Stonebridge Advisors
LLC
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Kristi A. Maher Assistant Secretary Indefinite Assistant General 33
1001 Warrenville Road Counsel, First Trust
Suite 300 Since 2004 Portfolios L.P. and
Lisle, IL 60532 First Trust Advisors L.P.
D.O.B.: 12/66 (March 2004 to Present);
Associate, Chapman and
Cutler LLP (1995 to
March 2004)
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Roger F. Testin Vice President Indefinite Senior Vice President, 33
1001 Warrenville Road First Trust Portfolios
Suite 300 Since Fund L.P. and First Trust
Lisle, IL 60532 Inception Advisors L.P.
D.O.B.: 6/66 (November 2003 to
present), Vice
President (August 2001
to November 2003)
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Daniel J. Lindquist Vice President Indefinite Senior Vice President, 33
1001 Warrenville Road First Trust Advisors
Suite 300 Since December L.P. and First Trust
Lisle, IL 60532 2005 Portfolios L.P. (since
D.O.B.: 2/70 April 2004); Chief
Operating Officer,
Mina Capital Management, LLC
(January 2004 to April
2004); Chief Operating
Officer, Samaritan
Asset Management
Services, Inc. (April
2000 to January 2004)
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James M. Dykas Assistant Treasurer Indefinite Vice President, First 33
1001 Warrenville Road Trust Portfolios L.P.
Suite 300 Since December and First Trust
Lisle, IL 60532 2005 Advisors L.P. (January
D.O.B.: 1/66 2005 to Present);
Executive Director of
Van Kampen Asset
Management and Morgan
Stanley Investment
Management (1999 to
January 2005)
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(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) Trustees are elected each year by Shareholders and serve until the next
meeting of Shareholders held for the election of Trustees and until their
successors are elected and qualified. Officers of the Funds have an
indefinite term.
(3) All Trustees and Officers, except for Robert F. Keith, Kristi A. Maher,
Daniel J. Lindquist and James M. Dykas, were elected in 2003 for First
Trust/Four Corners Senior Floating Rate Income Fund and in 2004 for the
other Funds. 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 Complex 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 on
December 12, 2005.
Page 7
In addition to the Funds, the First Trust Fund Complex includes First
Defined Portfolio Fund, LLC, an open-end management investment company with 12
portfolios, advised by First Trust Advisors; First Trust Value Line(R) 100 Fund,
First Trust Value Line(R) Dividend Fund, First Trust/Value Line(R) & Ibbotson
Equity Allocation Fund, Energy Income and Growth Fund, First Trust/Fiduciary
Asset Management Covered Call Fund, First Trust/Aberdeen Global Opportunity
Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust Strategic High
Income Fund, First Trust Strategic High Income Fund II and First Trust
Tax-Advantaged Preferred Income Fund, closed-end funds also advised by First
Trust Advisors; and First Trust Exchange-Traded Fund, an open-end investment
company and an exchange-traded index fund with eight operating portfolios
advised by First Trust Advisors.
Messrs. Bowen, Erickson, Kadlec and Nielson are Trustees of First
Defined Portfolio Fund, LLC; Messrs. Bowen, Erickson, Kadlec, Keith and Nielson
are Trustees of First Trust Value Line(R) 100 Fund, First Trust Value Line(R)
Dividend Fund, First Trust/Value Line(R) & Ibbotson Equity Allocation Fund,
Energy Income and Growth Fund, First Trust/Fiduciary Asset Management Covered
Call Fund, First Trust/Aberdeen Global Opportunity Income Fund, First
Trust/FIDAC Mortgage Income Fund, First Trust Strategic High Income Fund, First
Trust Strategic High Income Fund II, First Trust Tax-Advantaged Preferred Income
Fund and First Trust Exchange-Traded Fund. During the past five years, none of
the Independent Trustees, or any of their immediate family members, has ever
been a director, officer or employee of, or consultant to, First Trust Advisors,
First Trust Portfolios L.P., any sub-adviser or any of their affiliates. In
addition, Mr. Bowen, chief executive officer of each Fund, and the other
officers of the Funds, hold the same positions with First Defined Portfolio
Fund, LLC, First Trust Value Line(R) 100 Fund, First Trust Value Line(R)
Dividend Fund, First Trust/Value Line(R) & Ibbotson Equity Allocation Fund,
Energy Income and Growth Fund, First Trust/Fiduciary Asset Management Covered
Call Fund, First Trust/Aberdeen Global Opportunity Income Fund, First
Trust/FIDAC Mortgage Income Fund, First Trust Strategic High Income Fund, First
Trust Strategic High Income Fund II, First Trust Tax-Advantaged Preferred Income
Fund and First Trust Exchange-Traded Fund, as they hold with the Funds.
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDS BY EACH NOMINEE
FOR ELECTION AS TRUSTEE
The following table sets forth the dollar range and number of equity
securities beneficially owned by the Trustees in each Fund and in other funds in
the First Trust Fund Complex as of May 31, 2006:
Page 8
--------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND/
(NUMBER OF COMMON SHARES HELD)
-----------------------------------------------------------
Macquarie/First AGGREGATE DOLLAR RANGE OF
Trust Global EQUITY SECURITIES IN ALL
First Trust/Four First Trust/Four Infrastructure/ REGISTERED INVESTMENT
Corners Corners Utilities COMPANIES OVERSEEN BY
Senior Floating Senior Floating Dividend & TRUSTEE IN FUND COMPLEX/
Name of Trustee Rate Income Fund Rate Income Fund II Income Fund (NUMBER OF SHARES HELD)
--------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
--------------------------------------------------------------------------------------------------------------
James A. Bowen $1-$10,000/ $10,001-$50,000/ None Over $100,000/
(250 Shares) (1,000 Shares) (11,750 Shares)
--------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEE
--------------------------------------------------------------------------------------------------------------
Richard E. Erickson $1-$10,000/ $1-$10,000/ $1-$10,000/ $50,001-$100,000/
(284.221 Shares) (223.616 Shares) (243.792 Shares) (2,856.654 Shares)
--------------------------------------------------------------------------------------------------------------
Thomas R. Kadlec $10,001-$50,000/ $10,001-$50,000/ None Over $100,000/
(571.031 Shares) (600 Shares) (8,586.078 Shares)
--------------------------------------------------------------------------------------------------------------
Niel B. Nielson $1-$10,000/ $1-$10,000/ $1-$10,000/ $10,001-$50,000/
(215 Shares) (214 Shares) (216 Shares) (1,567 Shares)
--------------------------------------------------------------------------------------------------------------
Robert F. Keith(1) None None None None
---------------------- --------------------- ------------------ ------------------ ---------------------------
(1) Mr. Keith became a Trustee on June 12, 2006.
For the fiscal year ended May 31, 2006, the Independent Trustees of
each Fund and immediate family members do not own beneficially or of record any
class of securities of an investment adviser, sub-adviser or principal
underwriter of the Funds or any person directly or indirectly controlling,
controlled by, or under common control with an investment adviser, sub-adviser
or principal underwriter of the Funds, nor did any Independent Trustee purchase
or sell securities of First Trust Advisors, any sub-adviser or their parents, or
subsidiaries.
James A. Bowen sold three limited partnership units of Grace Partners
of DuPage L.P., the limited partner of First Trust Advisors, to Grace Partners
of DuPage L.P. on May 31, 2006 for a price of $750,000 per unit.
As of May 31, 2006, Eaton Vance Corporation owned 5.3% of Common Shares
of First Trust/Four Corners Senior Floating Rate Income Fund II and is the only
shareholder who owns beneficially or of record 5% or more of Shares of the Fund.
As of May 31, 2006, Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund and First Trust/Four Corners Senior Floating Rate Income
Fund know of no person who owns beneficially or of record 5% or more of each
Fund's shares. As of May 31, 2006, the Trustees and executive officers as a
group beneficially owned the following number of Shares of each Fund, which is
less than 1% of each Fund's Shares outstanding.
----------------------------------------------------------------- -------------------------- --------------------------
FUND COMMON SHARES OWNED PREFERRED SHARES OWNED
----------------------------------------------------------------- -------------------------- --------------------------
First Trust/Four Corners Senior Floating Rate Income Fund 1,320.252 0
----------------------------------------------------------------- -------------------------- --------------------------
First Trust/Four Corners Senior Floating Rate Income Fund II 2,037.616 0
----------------------------------------------------------------- -------------------------- --------------------------
Macquarie/First Trust Global Infrastructure/Utilities Dividend 459.792 N/A
& Income Fund
----------------------------------------------------------------- -------------------------- --------------------------
Page 9
As of May 31, 2006 the Trustees and chief executive officers as a group
beneficially owned 25,259.732 shares of funds in the First Trust Fund Complex
(less than 1% of the shares outstanding).
INFORMATION PERTAINING TO CERTAIN SHAREHOLDERS OF FIRST TRUST/FOUR CORNERS
SENIOR FLOATING RATE INCOME FUND II
The following table sets forth the beneficial ownership of shares of
First Trust/Four Corners Senior Floating Rate Income Fund II by each person
known to the Fund to be deemed a beneficial owner of more than five percent (5%)
of the total outstanding shares of Common Shares as of May 31, 2006. Information
as to beneficial ownership is based on reports filed with the Securities and
Exchange Commission by such holders.
------------------------------ ------------------- ---------------------------
NAME AND ADDRESS OF COMMON SHARES % OF OUTSTANDING COMMON
BENEFICIAL OWNER BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
------------------------------ ------------------- ---------------------------
Eaton Vance Corporation 1,337,200 5.3%
225 State Street
Boston, MA 02109
------------------------------ ------------------- ---------------------------
Based solely upon information presented in Schedule 13G, filed February 14, 2006
by Eaton Vance Corporation. Pursuant to Schedule 13G, the entity has sole voting
power over the shares beneficially owned. The Fund does not have any knowledge
of who the ultimate beneficiaries are of these shares.
COMPENSATION
Effective January 1, 2006, the Trustees approved a revised
compensation plan. Under the revised plan, each Fund pays each Trustee who is
not an officer or employee of First Trust Advisors, any sub-adviser or any of
their affiliates an annual retainer of $10,000, which includes compensation for
all board and committee meetings. No additional meeting fees are paid in
connection with board or committee meetings. Additionally, Mr. Kadlec is paid
additional compensation of $10,000 annually to serve as the Lead Trustee, with
such compensation paid by the funds in the First Trust Fund Complex and divided
among those funds. Trustees are also reimbursed by the funds in the First Trust
Fund Complex for travel and out-of-pocket expenses in connection with all
meetings. The Trustees adopted the revised plan because the increase in the
number of funds in the First Trust Fund Complex had the effect of rapidly
increasing their compensation under the previous arrangements. Prior to January
1, 2006, each Fund paid each Trustee not affiliated with First Trust Advisors,
any sub-adviser or any of their affiliates an annual fee of $10,000 plus $1,000
as compensation for each special board meeting (in-person or by electronic
means) and $500 per non-regular committee meeting (in-person or by electronic
means) attended. The Board of Trustees held eleven meetings of First Trust/Four
Corners Senior Floating Rate Income Fund, First Trust/Four Corners Senior
Floating Rate Income Fund II and Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund during the fiscal year ended
May 31, 2006. Each of the Trustees except for Trustee Keith, who was not
appointed to each Fund's Board by the Trustees until June 12, 2006, attended
all of the meetings of the Board of Trustees of the Funds for the fiscal year
ended May 31, 2006. The aggregate fees and expenses paid to the Trustees by
Page 10
each Fund for the fiscal year ended May 31, 2006 (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 $30,756
------------------------------------------------------------------------------------- -----------------------------------
First Trust/Four Corners Senior Floating Rate Income Fund II $31,819
------------------------------------------------------------------------------------- -----------------------------------
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund $31,011
------------------------------------------------------------------------------------- -----------------------------------
The following table sets forth certain information regarding the
compensation of each Fund's Trustees except for Trustee Keith, who was appointed
to each Fund's Board on June 12, 2006, for the fiscal year ended May 31, 2006.
The Funds have no retirement or pension plans.
-----------------------------------------------------------------------------------------
AGGREGATE
AGGREGATE AGGREGATE COMPENSATION
COMPENSATION COMPENSATION FROM
FROM FIRST FROM FIRST MACQUARIE/FIRST
TRUST/FOUR TRUST/FOUR TRUST GLOBAL TOTAL
CORNERS SENIOR CORNERS SENIOR INFRASTRUCTURE/ COMPENSATION
FLOATING RATE FLOATING RATE UTILITIES DIVIDEND FROM THE
NAME OF TRUSTEE INCOME FUND INCOME FUND II & INCOME FUND FUND COMPLEX
-----------------------------------------------------------------------------------------
INTERESTED TRUSTEE
-----------------------------------------------------------------------------------------
James A. Bowen 0 0 0 0
-----------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------------
Richard E. Erickson $10,227 $10,481 $10,287 $116,159
-----------------------------------------------------------------------------------------
Thomas R. Kadlec $10,202 $10,355 $10,239 $115,558
-----------------------------------------------------------------------------------------
Niel B. Nielson $10,327 $10,983 $10,485 $118,985
-----------------------------------------------------------------------------------------
The total compensation paid to Messrs. Erickson, Kadlec and Nielson,
Independent Trustees of each Fund and the other funds in the Fund Complex, for
the fiscal year ended May 31, 2006, includes compensation for their services as
Trustees to First Defined Portfolio Fund, LLC, First Trust Value Line(R) 100
Fund, First Trust Value Line(R) Dividend Fund, First Trust/Value Line(R) &
Ibbotson Equity Allocation Fund, Energy Income and Growth Fund, First
Trust/Fiduciary Asset Management Covered Call Fund, First Trust/Aberdeen Global
Opportunity Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II, First
Trust Tax-Advantaged Preferred Income Fund, First Trust Exchange-Traded Fund and
the Funds.
The officers and the Interested Trustee of each Fund receive no
compensation from the Funds for serving in such capacities.
Page 11
COMMITTEES
AUDIT COMMITTEE
The 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 American Stock Exchange and the New
York Stock Exchange. Messrs. Kadlec and Keith serve as the 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). The Audit
Committee met six times during the fiscal year ended May 31, 2006, with all
members present except for Trustee Keith, who was appointed to the Audit
Committee on June 12, 2006.
In carrying out its responsibilities, the Audit Committee pre-approves
all audit services for each Fund and permitted non-audit services (including the
fees and terms thereof) to be performed for each Fund and the Adviser by
Deloitte & Touche LLP ("Deloitte & Touche"), the Funds' independent registered
public accounting firm ("independent auditors"). The Chairman of the Audit
Committee is authorized to give such pre-approvals on behalf of the Audit
Committee for engagements of less than $25,000. Any decisions by the Chairman to
grant pre-approvals are reported to the full Audit Committee at the next
regularly scheduled meeting.
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 that was most recently reviewed
by the Board of Trustees on December 12, 2005, a copy of which is attached as
Exhibit A hereto. 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 the Funds' 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, at a meeting held on July 26,
2006, 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, 2006, 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
required by Statement on Auditing Standards No. 61, Communications with Audit
Committees, as currently modified or supplemented. The Audit Committee also
received from the independent auditors the written disclosures and letter
required by Independent Standards Board Standard No. 1, Independence Discussions
with Audit Committees, 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.
Page 12
The members of each Fund's 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 each Fund's
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."
Based on its consideration of the Funds' 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, 2006 in its Annual Report dated
May 31, 2006.
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 Macquarie/First Trust Global Infrastructure/Utilities Dividend &
Income Fund, whose fiscal year end was changed to November 30, 2006 at a meeting
of the Board held on December 12, 2005, for the fiscal year ending November 30,
2006. Deloitte & Touche acted as independent auditors for the Funds for the
fiscal year ended May 31, 2006. Deloitte & Touche has been selected to serve as
the independent auditors for First Trust/Four Corners Senior Floating Rate
Income Fund and First Trust/Four Corners Senior Floating Rate Income Fund II for
the fiscal year ending May 31, 2007 at a meeting of the Board held on July 26,
2006. 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.
Set forth in the table below are fees billed by Deloitte & Touche to
each Fund and its Adviser for each Fund's fiscal periods ended May 31, 2005 and
May 31, 2006:
Page 13
----------------------- ------------------------ ----------------------- ----------------------- -----------------------
AUDIT FEES AUDIT RELATED FEES TAX FEES ALL OTHER FEES
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
2005 2006 2005 2006 2005 2006 2005 2006
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
First Trust/Four $27,350 $46,000 $0 $0 $ 4,500(3) $ 4,725(3) $0 $ 2,962(5)
Corners Senior
Floating Rate Income
Fund
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
First Trust/Four $55,475 $46,000 $8,000(1) $16,675(1) $ 4,500(3) $4,725(3) $0 $14,767(5)
Corners Senior
Floating Rate Income
Fund II
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
Macquarie/First Trust $37,000 $40,000 $8,000(1) $16,675(1) $ 4,000(3) $ 4,200(3) $0 $ 5,867(5)
Global
Infrastructure/
Utilities Dividend &
Income Fund
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
First Trust Advisors $24,000 $32,000 $20,000(2) $ 6,500(2) $ 6,000(3) $ 6,175(3) $35,450(4) $77,927(5)
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
(1) These fees were for agreed upon procedures relating to coverage requirements.
(2) These fees were for AIMR-PPS verification services.
(3) These fees were for tax return preparation.
(4) These fees were for tax services in connection with the development of a new fund.
(5) These fees were for services in connection with compliance program evaluation.
Set forth in the table below are the aggregate non-audit fees shown in
the table above billed by Deloitte & Touche to each Fund and to the Adviser for
each Fund's fiscal periods ended May 31, 2005 and May 31, 2006:
------------------------------------------------------------------------------
AGGREGATE NON-AUDIT FEES
------------------------------------------------------------------------------
2005 2006
------------------------------------------------- ------------ ---------------
First Trust/Four Corners Senior Floating Rate $4,500 $7,687
Income Fund
------------------------------------------------- ------------ ---------------
First Trust/Four Corners Senior Floating Rate $12,500 $36,167
Income Fund II
------------------------------------------------- ------------ ---------------
Macquarie/First Trust Global Infrastructure/ $12,000 $26,742
Utilities Dividend & Income Fund
------------------------------------------------- ------------ ---------------
First Trust Advisors $61,450 $90,602
------------------------------------------------- ------------ ---------------
In addition to pre-approving all audit services and permitted non-audit
services (including the fees and terms thereof) to be performed for each Fund by
the independent auditors, the Audit Committee pre-approves the independent
auditors' engagements for non-audit services to the Adviser and any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to a Fund, if the engagement relates directly to the
operations and financial reporting of a Fund.
All of the Audit Fees, Audit Related Fees, Tax Fees, All Other Fees and
Aggregate Non-Audit Fees for the Funds and the Adviser disclosed in the tables
set forth above were pre-approved by the Audit Committee pursuant to its
pre-approval policies. None of these fees were pre-approved by the Audit
Committee pursuant to the pre-approval exceptions included in Regulation S-X.
Page 14
OTHER COMMITTEES
The Board of Trustees of each Fund has three other standing committees:
the Executive Committee (and 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 in respect of 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
approving of the final terms of the underwriting agreement, including approving
of the members of the underwriting syndicate. Messrs. Bowen and Kadlec are
members of the Executive Committee. For the fiscal year ended May 31, 2006, the
Executive Committee, serving as the Dividend and Pricing Committee, met a total
of 12 times for First Trust/Four Corners Senior Floating Rate Income Fund II, 12
times for First Trust/Four Corners Senior Floating Income Fund, and 5 times for
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund.
Each Fund's Executive Committee met to authorize the Funds' dividend
declarations.
Each Fund's Nominating and Governance Committee (the "Committee") is
composed entirely of Trustees who are not "interested persons" (as that term is
defined in the 1940 Act) of each Fund and who are "independent directors" within
the meaning of the listing standards of the American and New York Stock
Exchanges. 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 www.ftportfolios.com. The
Committee met five times during the fiscal year ended May 31, 2006.
If there is no vacancy on the Board, the Board will not actively seek
recommendations from other parties, including shareholders. 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.
Any proposal to elect any person nominated by shareholders for election
as trustee 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 each Fund's
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, 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532,
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 Fund's proxy
Page 15
statement released to shareholders for the prior year's annual meeting;
provided, 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 in the manner provided herein 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.
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 shall 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 Securities Exchange Act of 1934 (or any
successor provision thereto) (the "1934 Act"); (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) shall 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; (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.
Page 16
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 Chairperson 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 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,
investment 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 the Funds on a basis
substantially different than that used for other persons recommended for the
same election or appointment of trustees. 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. The Valuation Committee met four times during the
fiscal year ended May 31, 2006.
ATTENDANCE AT ANNUAL SHAREHOLDER MEETINGS
The policy of the Board relating to attendance by Trustees at annual
meetings of the Funds is contained in the Funds' Nominating and Governance
Committee Charter, which is posted on the Funds' website at
www.ftportfolios.com. All of the Trustees except for Trustee Keith attended the
previous year's annual meeting.
INVESTMENT ADVISER, SUB-ADVISERS AND ADMINISTRATOR
First Trust Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532, serves as the Funds' investment adviser. Four Corners Capital
Management, LLC, 515 South Flower Street, Suite 1600, Los Angeles, California
90071, serves as the investment sub-adviser to the First Trust/Four Corners
Senior Floating Rate Income Fund, Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund, and First Trust/Four Corners
Senior Floating Rate Income Fund II. Macquarie Fund Adviser, LLC, 125 West 55th
Street, New York, New York 10019, serves as the investment sub-adviser to the
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund.
Page 17
PFPC acts as the Funds' administrator and accounting agent and is
located at 4400 Computer Drive, Westborough, Massachusetts 01581. PFPC is a
leading provider of full service mutual fund shareholder and record keeping
services. In addition to its mutual fund transfer agent and record keeping
service, PFPC provides other services through its own subsidiary business units.
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
the Funds' officers and Trustees, certain persons affiliated with First Trust
Advisors and any sub-adviser and persons who beneficially own more than 10% of a
Fund's Shares to file reports of ownership and changes of ownership with the SEC
and the American Stock Exchange or the New York Stock Exchange, as applicable,
and to furnish the Funds 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, 2006, all such filing requirements applicable to such persons were met,
except as described below.
Four Corners Capital Management LLC made late form 3 filings for all the
Funds on behalf of Edward F. Soccorso, Drew R. Sweeney, Michael Price and David
A. Lakomcik. Upon discovery of this oversight, Form 3s were filed for Edward F.
Soccorso on August 12, 2005, Drew R. Sweeney on August 18, 2005, Michael Price
on September 19, 2005, and David A. Lakomcik on November 18, 2005. In all late
Form 3 filings mentioned above, no person was purchasing or selling Shares of
the Funds.
First Trust Advisors made late Form 4 filings for First Trust/Four
Corners Senior Floating Rate Income Fund and First Trust/Four Corners Senior
Floating Rate Income Fund II on behalf of David M. Oster, a former trustee.
David M. Oster purchased 200 shares of First Trust Four/Four Corners Senior
Floating Rate Income Fund on July 16, 2005 and 400 shares of First Trust/Four
Corners Senior Floating Rate income Fund II on December 2, 2004. Upon discovery
of this oversight, Form 4s were filed on behalf of David M. Oster for both Funds
on August 4, 2005.
SHAREHOLDER PROPOSALS
To be considered for presentation at the annual meetings of
shareholders of First Trust/Four Corners Senior Floating Rate Income Fund and
First Trust/Four Corners Senior Floating Rate Income Fund II to be held in 2007,
a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act must be
received at the offices of the applicable Fund at 1001 Warrenville Road, Suite
300, Lisle, Illinois 60532, not later than April 13, 2007. Due to the change in
fiscal year end from May 31 to November 30 for Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund, which was approved by the Board
on December 12, 2005, this Fund's next annual shareholder meeting will be held
on or about April 17, 2007. Therefore, a shareholder proposal submitted pursuant
to Rule 14a-8 of the 1934 Act must be received by December 18, 2006, at the
offices of the Fund at 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532,
within a reasonable time before the Fund begins to print and mail its proxy
materials.
Page 18
In order to nominate persons to the Funds' Board or to present any
other permitted proposal for action by shareholders at an annual meeting of the
shareholders, the Funds' advance notice provision by-laws require that a
shareholder must provide advance written notice to the Secretary of the Funds,
which notice must be delivered to or mailed and received at the Funds' principal
executive offices not later than the close of business on the 45th day nor
earlier than the close of business on the 60th day prior to the first
anniversary of the preceding year's annual meeting of shareholders; provided
that in the event that the date of the annual meeting to which such
shareholder's notice relates is more than 30 days before or more than 30 days
after such anniversary date; for notice by the shareholder to be timely it must
be so delivered not later than the close of business on the later of the 45th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such annual meeting is first made by the
Funds. The shareholder's notice must contain detailed information specified in
the Funds' by-laws.
Timely submission of a proposal does not mean that such proposal
will be included in a proxy statement.
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 chair of the Nominating and
Governance Committee and the outside counsel to the Independent Trustees for
further distribution as deemed appropriate by such persons.
FISCAL YEAR
Each Fund's fiscal year end was May 31, 2006. For Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund, the Board approved a
change in fiscal year end to November 30 at a meeting held on December 12, 2005.
ANNUAL REPORT DELIVERY
Annual reports will be sent to shareholders of record of each Fund
following the Funds' fiscal year end. Each Fund will furnish, without charge, a
copy of its annual report and/or semi-annual report as available upon request.
Such written or oral requests should be directed to the Fund at 1001 Warrenville
Road, Suite 300, Lisle, Illinois 60532 or by calling 1-800-988-5891.
Please note that only one annual report or proxy statement 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 report or proxy statement, or for instructions as to how to request a
separate copy of such documents or as to how to request a single copy if
Page 19
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.
GENERAL
A list of shareholders entitled to be present and to vote at the
Meetings will be available at the offices of the Funds, 1001 Warrenville Road,
Suite 300, Lisle, Illinois 60532, for inspection by any shareholder during
regular business hours beginning two days after the date of the Notice of Joint
Annual Meetings of Shareholders included with this Proxy Statement.
Failure of a quorum to be present at a Meeting will necessitate
adjournment and will subject the applicable Fund to additional expense. The
Chairman of the Meeting may also call for an adjournment of the Meeting to
permit further solicitation of proxies with respect to the proposal if the
Chairman determines that adjournment and further solicitation is reasonable and
in the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a Meeting either requires the affirmative vote of a majority of
the shares present in person or represented by proxy at the Meeting, or action
by the Chairman of the Meeting, as described earlier.
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the matters described above is expected to come
before the Meetings, but should any other matter requiring a vote of
shareholders properly come before the Meetings, including any question as to an
adjournment or postponement of a Meeting, the persons named on the enclosed
proxy card will vote thereon according to their best judgment in the interests
of the Funds.
August 11, 2006
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
Page 20
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, each member must meet the
independence and experience requirements of the New York Stock Exchange or the
American Stock Exchange (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 person" 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.
Page A-1
4. With respect to Funds that are closed-end funds whose shares are
listed 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. 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. Such member may be, but
need not be, the same person as the Funds' "audit committee financial expert."
With respect to Funds that are closed-end funds whose shares are listed on the
American Stock Exchange, 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 American Stock
Exchange. 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 other
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.
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 Auditors' 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 Auditors'
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
Page A-2
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 Auditors' 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.
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
Auditors' 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 Auditors' 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 Auditors'
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.
Page A-3
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 consider 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.
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 Auditors' review of the
Funds' financial statements.
Page A-4
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.
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 1001 Warrenville Road, Suite 300, Lisle, Illinois
60532, 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.
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 Fund's
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, if necessary, 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.
Page A-6
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
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.
Page A-7
VI. MANAGEMENT AND EXTERNAL AUDITORS' 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.
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.
Amended: June 13, 2005
Page A-8
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[BLANK INSIDE BACK COVER]
[BLANK BACK COVER]
FIRST TRUST/FOUR CORNERS
SENIOR FLOATING RATE INCOME FUND II
[ ] Mark this box with an X if you
have made changes to your name
or address details above.
________________________________________________________________________________
ANNUAL MEETING PROXY CARD
________________________________________________________________________________
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 EACH NOMINEE SET FORTH.
A. ELECTION OF DIRECTORS
1. To elect three Trustees by holders of Common and
Preferred Shares, voting together as a single class.
For Withhold
01 - James A. Bowen [ ] [ ]
02 - Richard E. Erickson [ ] [ ]
03- Neil B. Nielson [ ] [ ]
To elect two Trustees by holders of Preferred Shares,
voting separately as a single class.
For Withhold
04 - Thomas R. Kadlec [ ] [ ]
05 - Robert F. Keith [ ] [ ]
Mark this box with an X if you
have made comments below [ ]
________________________________
________________________________
________________________________
________________________________
B. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give full title.
Signature 1- Please keep Signature 2- Please keep
signature within the box signature within the box Date (mm/dd/yyyy)
__________________________ _________________________ _________________
/ /
__________________________ _________________________ __________________
0102952 1UPX COY
001CD40001 00LTHA
________________________________________________________________________________
PROXY - FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
________________________________________________________________________________
PROXY SOLICITED BY THE BOARD OF TRUSTEES
ANNUAL MEETING ON SEPTEMBER 11, 2006
The undersigned holder of Preferred 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 and Kristi A. Maher 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., 1001 Warrenville Road, Suite 300, Lisle,
IL 60532, at 4:00 p.m. Central time on the date indicated above, and any
adjournment or adjournments thereof. The undersigned hereby acknowledges receipt
of the Notice of Joint Annual Meeting and Joint Proxy Statement dated August 11,
2006, 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.