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First Trust Senior Floating Rate Income Fund II – ‘DEFR14A’ on 8/19/05

On: Friday, 8/19/05, at 3:33pm ET · Effective: 8/19/05 · Accession #: 875626-5-1310 · File #: 811-21539

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/19/05  First Tr Sr Floating Rate Inc… II DEFR14A     8/19/05    1:101K                                   First Trust Ports L.P.

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Proxy Materials                               39    158K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Investment Adviser, Sub-Advisers and Administrator
1	1st Page - Filing Submission
22	Investment Adviser, Sub-Advisers and Administrator

DEFR14A 1st Page of 39 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 As filed with the Securities and Exchange Commission on August 19, 2005

=============================================================================== 
                                                1933 Act File No. 333-113978
                                                 1940 Act File No. 811-21539

 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
  EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

Filed by the registrant [X]                                                     
Filed by a party other than the registrant [ ]                                  

Check the appropriate box:                                                      

[ ] Preliminary proxy statement.                                                
[ ] Confidential, for use of the Commission only (as permitted by               
Rule 14a-6(e)(2)).                                                      
[X] Definitive proxy statement.                                                 
[ ] Definitive additional materials.                                            
[ ] Soliciting material pursuant to Section 240.14a-12                          

    FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(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:   

--------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:      

--------------------------------------------------------------------------------

(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):    

--------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:                  

--------------------------------------------------------------------------------

(5) Total fee paid:                                                   

--------------------------------------------------------------------------------

[ ] 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:                                           

--------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:                     

--------------------------------------------------------------------------------

(3) Filing Party:                                                     

--------------------------------------------------------------------------------

(4) Date Filed:                                                       

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DEFR14A 2nd Page of 39 TOC 1st Previous Next ↓Bottom Just 2nd
 FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

 FIRST TRUST/VALUE LINE(R) & IBBOTSON EQUITY ALLOCATION FUND

 FIRST TRUST VALUE LINE(R) DIVIDEND FUND

MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND

 SUPPLEMENT TO
 JOINT PROXY STATEMENT AND NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS

 AUGUST 12, 2005

   Notwithstanding anything to the contrary set forth in the Joint Proxy
Statement and Notice of Joint Annual Meetings of Shareholders for the above     
Funds, the Record Date for the determination of shareholders entitled to        
notice of and to vote at the Meetings is July 11, 2005.                         

DEFR14A 3rd Page of 39 TOC 1st Previous Next ↓Bottom Just 3rd
 FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

 FIRST TRUST/VALUE LINE(R) & IBBOTSON EQUITY ALLOCATION FUND

 FIRST TRUST VALUE LINE(R) DIVIDEND FUND

MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND

 1001 Warrenville Road
 Suite 300
 Lisle, Illinois 60532

 August 12, 2005

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, First Trust/Value Line(R) & Ibbotson Equity
Allocation Fund, First Trust Value Line(R) Dividend Fund, 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 12, 2005 at 10:00 a.m. Central time.                                  

   At the Meetings, 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 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

DEFR14A 4th Page of 39 TOC 1st Previous Next ↓Bottom Just 4th
INSTRUCTIONS FOR SIGNING PROXY CARDS

        The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your   
vote if you fail to sign your proxy card properly.                              

                1. Individual Accounts: Sign your name exactly as it appears
in the registration on the proxy card.                        

                 2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the 
registration.                                                 

                 3. All Other Accounts: The capacity of the individual signing
     the proxy should be indicated unless it is reflected in the form of
registration. For example:                                    

REGISTRATION                              VALID SIGNATURE     

CORPORATE ACCOUNTS                                            
(1) ABC Corp.                             ABC Corp.           
(2) ABC Corp.                             John Doe, Treasurer 
(3) ABC Corp.                                                 
c/o John Doe, Treasurer            John Doe     
(4) ABC Corp. Profit Sharing Plan         John Doe, Trustee   

TRUST ACCOUNTS                                                

(1) ABC Trust                             Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee                                      
u/t/d 12/28/78                     Jane B. Doe  

CUSTODIAL OR ESTATE ACCOUNTS                                  
(1) John B. Smith, Cust.                                      
f/b/o John B. Smith, Jr. UGMA       John B. Smith 
        (2) John B. Smith                         John B. Smith, Jr., Executor

DEFR14A 5th Page of 39 TOC 1st Previous Next ↓Bottom Just 5th
 FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

 FIRST TRUST/VALUE LINE(R) & IBBOTSON EQUITY ALLOCATION FUND

 FIRST TRUST VALUE LINE(R) DIVIDEND FUND

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 12, 2005

August 12, 2005                                                                 

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, First Trust/Value Line(R) & Ibbotson Equity Allocation Fund,    
First Trust Value Line(R) Dividend Fund, 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 12, 2005, at 10:00 a.m. Central time, for the following     
purposes:                                                                       

1.    To elect five Trustees of each Fund as outlined below:  

   a.    For First Trust/Value Line(R) & Ibbotson Equity
             Allocation Fund, First Trust Value Line(R) Dividend
Fund, and Macquarie/First Trust Global
               Infrastructure/Utilities Dividend & Income Fund: Five
             (5) Trustees are to be elected by holders of Common
        Shares of each Fund, voting as a single class.
              Trustees Bowen, Erickson, Nielson, Kadlec, and Oster
               are nominees for election by all shareholders of each
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                   

DEFR14A 6th Page of 39 TOC 1st Previous Next ↓Bottom Just 6th
       ii.     Two (2) Trustees are to be elected by
                   holders of Preferred Shares of each Fund,
                   voting as a single class. Trustees Kadlec
                and Oster 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 thereof.                                           

        The Board of Trustees has fixed the close of business on July 12, 2005
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

--------------------------------------------------------------------------------
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.              
--------------------------------------------------------------------------------

DEFR14A 7th Page of 39 TOC 1st Previous Next ↓Bottom Just 7th
 FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

 FIRST TRUST/VALUE LINE(R) & IBBOTSON EQUITY ALLOCATION FUND

 FIRST TRUST VALUE LINE(R) DIVIDEND FUND

MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND

JOINT ANNUAL MEETING OF SHAREHOLDERS

SEPTEMBER 12, 2005

 1001 Warrenville Road
 Suite 300
 Lisle, Illinois 60532

 JOINT PROXY STATEMENT
 August 12, 2005

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, First Trust/Value Line(R) & Ibbotson Equity Allocation Fund,    
First Trust Value Line(R) Dividend Fund, 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 12, 2005, at 10:00
a.m. Central time, at the offices of First Trust Advisors L.P., 1001 Warrenville
Road, Suite 300, Lisle, Illinois 60532, and at any adjournments 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.        

    Proxy solicitations will be made, beginning on or about August 12,
2005, primarily by mail, but such solicitations may also be made by telephone or
personal interviews conducted by officers or employees of each Fund; First Trust
Advisors L.P. ("First Trust Advisors" or the "Adviser"), the investment adviser 
of the Funds; and 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 12, 2005.                                                    

DEFR14A 8th Page of 39 TOC 1st Previous Next ↓Bottom Just 8th
         If the enclosed proxy card is properly executed and returned in time to
be voted at the Meeting, the shares represented thereby will be voted in        
accordance with the instructions 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 any other matters 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 Fund at the above address prior to the date of 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 of the Fund and, with   
respect to the election of Trustees by the holders of Preferred Shares,         
one-third of the voting power of the outstanding Preferred Shares. In the       
absence of a quorum, any lesser number of outstanding shares entitled to vote   
present in person or by proxy may adjourn the meeting from time to time until a 
quorum shall be present. 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.                         

     The close of business on July 12, 2005 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 all adjournments thereof.             

        Each Fund, except First Trust/Four Corners Senior Floating Rate Income
Fund and First Trust/Four Corners Senior Floating Rate Income Fund II, 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 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:                                                                    

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------- -------------------- ----------------
                                                                                          COMMON            PREFERRED    
                                                                                          SHARES             SHARES      
FUND                                                                                    OUTSTANDING        OUTSTANDING   
----------------------------------------------------------------------------------- -------------------- ----------------
                                                                                                                         
First Trust/Four Corners Senior Floating Rate Income Fund                                  4,924,349.38       2,280      
----------------------------------------------------------------------------------- -------------------- ----------------
First Trust/Four Corners Senior Floating Rate Income Fund II                            25,272,768.3109       4,000      
----------------------------------------------------------------------------------- -------------------- ----------------
First Trust/Value Line(R) & Ibbotson Equity Allocation Fund                                   6,505,236        N/A       
----------------------------------------------------------------------------------- -------------------- ----------------
First Trust Value Line(R) Dividend Fund                                                      32,400,000        N/A       
----------------------------------------------------------------------------------- -------------------- ----------------
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund                  8,980,236        N/A       
----------------------------------------------------------------------------------- -------------------- ----------------

2 

DEFR14A 9th Page of 39 TOC 1st Previous Next ↓Bottom Just 9th
 Common Shares of First Trust Value Line(R) Dividend Fund, First
Trust/Four Corners Senior Floating Rate Income Fund, and First Trust/Value      
Line(R) & Ibbotson Equity Allocation Fund are listed on the American Stock      
Exchange under the ticker symbols FVD, FCM, and FVI, respectively. 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.                                       

        In order that your Shares may be represented at the Meeting, you are
requested to:                                                                   

o   indicate your instructions on the proxy card;           

o   date and sign the proxy card;                           

   o   mail the proxy card promptly in the enclosed envelope which
           requires no postage if mailed in the continental United States;
and                                                 

        o   allow sufficient time for the proxy to be received BY 5:00 P.M.,
on SEPTEMBER 9, 2005.                               

3 

DEFR14A 10th Page of 39 TOC 1st Previous Next ↓Bottom Just 10th
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,    
Niel B. Nielson, Thomas R. Kadlec, and David M. Oster. 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. In     
addition, each of the nominees was elected to each Fund's Board to serve a      
one-year term by the Shareholders at the last Joint Annual Meetings of          
Shareholders of the Funds held on September 13, 2004.                           

 a.   For First Trust/Value Line(R) & Ibbotson Equity Allocation
Fund, First Trust Value Line(R) Dividend Fund, and  
          Macquarie/First Trust Global Infrastructure/Utilities Dividend
         & Income Fund: Five (5) Trustees are to be elected by holders
    of Common Shares of each Fund, voting as a single class.
    Trustees Bowen, Erickson, Nielson, Kadlec, and Oster are
   nominees for election by all Shareholders of each 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 Oster are nominees for election by holders of
Preferred Shares of each Fund.            

     The following table indicates which shareholders are solicited with
respect to each matter described above:                                         

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------- -------- -----------
                                                                                  COMMON   PREFERRED 
                                   MATTER                                         SHARES    SHARES   
-------------------------------------------------------------------------------- -------- -----------
                                                                                                     
a.    Election of five (5) Trustees for First Trust/Value Line(R) & Ibbotson         X               
      Equity Allocation Fund, First Trust Value Line(R) Dividend Fund, and                           
      Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income                        
      Fund                                                                                           
-------------------------------------------------------------------------------- -------- -----------
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                                                                            
-------------------------------------------------------------------------------- -------- -----------
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                                                                            
-------------------------------------------------------------------------------- -------- -----------

4 

DEFR14A 11th Page of 39 TOC 1st Previous Next ↓Bottom Just 11th
       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 Proposal 1.                                                                 

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 who 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.                                                            

5 

DEFR14A 12th Page of 39 TOC 1st Previous Next ↓Bottom Just 12th
                                                        [Enlarge/Download Table]

                                 BOARD NOMINEES                                                                              

-----------------------------------------------------------------------------------------------------------------------------
                                                 INTERESTED TRUSTEE                                                          
-----------------------------------------------------------------------------------------------------------------------------
                                                                                              NUMBER OF                      
                                                TERM OF                                       PORTFOLIOS                     
                                                OFFICE(2)       PRINCIPAL                     IN FUND                        
                               POSITION(S)      AND             OCCUPATION(S)                 COMPLEX        OTHER           
 NAME, ADDRESS, AND            HELD WITH        LENGTH OF       DURING PAST FIVE              OVERSEEN       DIRECTORSHIPS   
 DATE OF BIRTH                 THE FUNDS        TIME SERVED(3)  YEARS                         BY TRUSTEE     HELD BY TRUSTEE 
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
 James A. Bowen(1)             President,       1 Year          President, First Trust        23             NONE            
 1001 Warrenville Road         Chairman of                      Portfolios L.P. and                                          
 Suite 300                     the Board,                       First Trust Advisors;                                        
 Lisle, IL 60532               Chief            Since 2003      Chairman of the Board,                                       
 D.O.B.: 9/55                  Executive                        BondWave, LLC and                                            
                               Officer and                      Stonebridge Advisors LLC                                     
                               Trustee                                                                                       
-----------------------------------------------------------------------------------------------------------------------------
                                                INDEPENDENT TRUSTEES                                                         
-----------------------------------------------------------------------------------------------------------------------------
 Richard E. Erickson           Trustee          1 Year          Physician and                 23             NONE            
 c/o First Trust Advisors L.P.                                  President,                                                   
 1001 Warrenville Road                                          Wheaton Orthopedics;                                         
 Suite 300                                      Since 2003      Co-Owner and                                                 
 Lisle, IL 60532                                                Co-Director, Sports                                          
 D.O.B.: 4/51                                                   Med Center for Fitness;                                      
                                                                Limited Partner, Gundersen                                   
                                                                Real Estate Partnership                                      
-----------------------------------------------------------------------------------------------------------------------------
 Niel B. Nielson               Trustee          1 Year          President Covenant            23             Director of Good
 c/o First Trust Advisors L.P.                                  College (2002 to                             News Publishers-
 1001 Warrenville Road                                          Present); Associate                          Crossway Books; 
 Suite 300                                      Since 2003      Pastor, College                              Covenant        
 Lisle, IL 60532                                                Church in Wheaton                            Transport Inc.  
 D.O.B.: 3/54                                                   (1997 to 2002)                                               
-----------------------------------------------------------------------------------------------------------------------------
 Thomas R. Kadlec              Trustee          1 Year          Vice-President, Chief                                        
 c/o First Trust Advisors L.P.                                  Financial Officer, ADM        23             NONE            
 1001 Warrenville Road                                          Investor Services, Inc.                                      
 Suite 300                                      Since 2003      (Futures Commission                                          
 Lisle, IL 60532                                                Merchant) (1990 to Present);                                 
 D.O.B.: 11/57                                                  Registered Representative,                                   
                                                                Segerdahl & Company, Inc.,                                   
                                                                an NASD member (Broker-Dealer)                               
                                                                (2000 to Present); President,                                
                                                                ADM Derivatives, Inc. (May                                   
                                                                2005 to present)                                             
-----------------------------------------------------------------------------------------------------------------------------
 David M. Oster                Trustee          1 Year          Trader (Self-                 11             NONE            
 c/o First Trust Advisors L.P.                                  Employed) (1987 to                                           
 1001 Warrenville Road                                          Present) (Options                                            
 Suite 300                                      Since 2003      Trading and Market                                           
 Lisle, IL 60532                                                Making)                                                      
 D.O.B.: 3/64                                                                                                                
-----------------------------------------------------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]


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                                                     OFFICERS                                                                
-----------------------------------------------------------------------------------------------------------------------------
                                                                      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              
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
 Mark R. Bradley            Treasurer,            Indefinite          Chief Financial                23                      
 1001 Warrenville Road      Controller, Chief                         Officer, Managing                                      
 Suite 300                  Financial Officer                         Director, First Trust                                  
 Lisle, IL 60532            and Chief             Since 2003          Portfolios L.P. and                                    
 D.O.B.: 11/57              Accounting Officer                        First Trust Advisors;                                  
                                                                      Chief Financial                                        
                                                                      Officer, BondWave, LLC                                 
                                                                      and Stonebridge                                        
                                                                      Advisors LLC                                           
-----------------------------------------------------------------------------------------------------------------------------
 Susan M. Brix              Assistant Vice        Indefinite          Representative, First          23                      
 1001 Warrenville Road      President                                 Trust Portfolios L.P.;                                 
 Suite 300                                                            Assistant Portfolio                                    
 Lisle, IL 60532                                  Since 2003          Manager, First Trust                                   
 D.O.B.: 1/60                                                         Advisors                                               
-----------------------------------------------------------------------------------------------------------------------------
 Robert F. Carey            Vice President        Indefinite          Senior Vice President,         23                      
 1001 Warrenville Road                                                First Trust Portfolios                                 
 Suite 300                                                            L.P. and First Trust                                   
 Lisle, IL 60532                                  Since 2003          Advisors                                               
 D.O.B.: 7/63                                                                                                                
-----------------------------------------------------------------------------------------------------------------------------
 W. Scott Jardine           Secretary and Chief   Indefinite          General Counsel,               23                      
 1001 Warrenville Road      Compliance Officer                        First Trust Portfolios                                 
 Suite 300                                                            L.P. and First Trust                                   
 Lisle, IL 60532                                  Since 2003          Advisors; Secretary,                                   
 D.O.B.: 5/60                                                         BondWave, LLC and                                      
                                                                      Stonebridge Advisors LLC                               
-----------------------------------------------------------------------------------------------------------------------------
 Kristi A. Maher            Assistant Secretary   Indefinite          Assistant General              23                      
 1001 Warrenville Road                                                Counsel,                                               
 Suite 300                                                            First Trust Portfolios                                 
 Lisle, IL 60532                                  Since 2004          L.P. and First Trust                                   
 D.O.B.: 12/66                                                        Advisors (March 2004                                   
                                                                      to Present); Associate,                                
                                                                      Chapman and Cutler LLP                                 
                                                                      (1995 to March  2004)                                  
-----------------------------------------------------------------------------------------------------------------------------
 Roger F. Testin            Vice President        Indefinite          Vice President, First          23                      
 1001 Warrenville Road                                                Trust Portfolios L.P.                                  
 Suite 300                                                            and First Trust                                        
 Lisle, IL 60532                                  Since 2003          Advisors (August 2001                                  
 D.O.B.: 6/66                                                         to Present); Analyst,                                  
                                                                      Dolan Capital                                          
                                                                      Management (1998 to 2001)                              
-----------------------------------------------------------------------------------------------------------------------------
<FN>                                                                                                                         
(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 a one-year term                                                
     until their successors are elected. Officers of the Funds have an                                                       
     indefinite term.                                                                                                        

(3)  Trustees and Officers were elected in 2003 for First Trust Value Line(R)                                                
     Dividend Fund and First Trust/Four Corners Senior Floating Rate Income                                                  
     Fund. Trustees and Officers were elected in 2004 for the other Funds.                                                   
     Kristi A. Maher was elected Assistant Secretary of all Funds on June 7,                                                 
     2004. W. Scott Jardine was appointed Chief Compliance Officer of all Funds                                              
     on July 26, 2004.                                                                                                       
</FN>                                                                                                                        

       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, and First Trust Value Line(R) 100  
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, and First Trust Strategic High Income Fund,   
closed-end funds also advised by First Trust Advisors.                          

7 

DEFR14A 14th Page of 39 TOC 1st Previous Next ↓Bottom Just 14th
    Messrs. Erickson, Nielson, Kadlec, and Bowen are Trustees of First
Defined Portfolio Fund, LLC; Messrs. Bowen, Erickson, Nielson, Kadlec, and Oster
are Trustees of First Trust Value Line(R) 100 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, and First Trust Strategic High Income 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, 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, and First Trust Strategic High Income 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, 2005:                                

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------------------------
                      DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND/(NUMBER OF COMMON SHARES HELD)                               
                    ----------------------------------------------------------------------------------      AGGREGATE DOLLAR     
                                                                                                             RANGE OF EQUITY     
                                          First           First                                             SECURITIES IN ALL    
                                        Trust/Four     Trust/Value                       Macquarie/First   REGISTERED INVESTMENT 
                         First           Corners         Line(R) &                         Trust Global    COMPANIES OVERSEEN BY 
                       Trust/Four         Senior         Ibbotson                        Infrastructure/      TRUSTEE IN FUND    
                        Corners          Floating         Equity           First Trust       Utilities           COMPLEX/        
                    Senior Floating    Rate Income      Allocation        Value Line(R)      Dividend &     (NUMBER OF SHARES    
NAME OF TRUSTEE     Rate Income Fund     Fund II           Fund           Dividend Fund     Income Fund            HELD)         
---------------------------------------------------------------------------------------------------------------------------------
                                                     INTERESTED TRUSTEE                                                          
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
James A. Bowen        $1-$10,000/      $1-$10,000/    $10,001-$50,000/   $10,001-$50,000/       None            Over $100,000/   
                     (250 Shares)     (500 Shares)     (1,250 Shares)     (3,000 Shares)                        (9,750 Shares)   
---------------------------------------------------------------------------------------------------------------------------------
                                                    INDEPENDENT TRUSTEES                                                         
---------------------------------------------------------------------------------------------------------------------------------
Richard E.            $1-$10,000/      $1-$10,000/      $1-$10,000/         $1-$10,000/        $1-$10,000/     $10,001-$50,000/  
Erickson            (100.535 Shares) (100.528 Shares)  (106.186 Shares)   (100.675 Shares)   (100 Shares)    (1,220.413 Shares)  
---------------------------------------------------------------------------------------------------------------------------------
Thomas R. Kadlec      $1-$10,000/         None        $10,001-$50,000/   $10,001-$50,000/       None          $50,001-$100,000/  
                     (541 Shares)                       (801 Shares)      (1,972 Shares)                        (4,981 Shares)   
---------------------------------------------------------------------------------------------------------------------------------
Niel B. Nielson       $1-$10,000/     $1-$10,000/          None            $1-$10,000/        $1-$10,000/       $10,001-$50,000/ 
                     (203 Shares)    (203 Shares)                         (217 Shares)       (203 Shares)        (1,448 Shares)  
---------------------------------------------------------------------------------------------------------------------------------
David M. Oster        $1-$10,000/    $10,001-$50,000/  $10,001-$50,000/  $10,001-$50,000/   $10,001-$50,000/     Over $100,000/  
                     (200 Shares)      (600 Shares)     (1,500 Shares)    (1,500 Shares)     (1,100 Shares)      (6,567 Shares)  
---------------------------------------------------------------------------------------------------------------------------------

8 

DEFR14A 15th Page of 39 TOC 1st Previous Next ↓Bottom Just 15th
         As of May 31, 2005, 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 four 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 January 3, 2005 for a price of $475,000 per unit.                

    As of May 31, 2005, 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.                                      

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------- ------------ -------------
                                                                                  COMMON        PREFERRED  
                                                                                  SHARES        SHARES     
FUND                                                                              OWNED         OWNED      
-------------------------------------------------------------------------------- ------------- ------------
                                                                                                           
First Trust/Four Corners Senior Floating Rate Income Fund                         1,294.53      0          
-------------------------------------------------------------------------------- ------------- ------------
First Trust/Four Corners Senior Floating Rate Income Fund II                      1,403.53      0          
-------------------------------------------------------------------------------- ------------- ------------
First Trust/Value Line(R)  & Ibbotson Equity Allocation Fund                      3,657.19      N/A        
-------------------------------------------------------------------------------- ------------- ------------
First Trust Value Line(R) Dividend Fund                                           6,789.67      N/A        
-------------------------------------------------------------------------------- ------------- ------------
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund      1,403.00      N/A        
-------------------------------------------------------------------------------- ------------- ------------

        As of May 31, 2005 the Trustees and chief executive officer as a group
beneficially owned 23,966.413 shares of funds in the First Trust Fund Complex   
(less than 1% of the shares outstanding).                                       

INFORMATION PERTAINING TO CERTAIN SHAREHOLDERS OF FIRST TRUST/VALUE LINE(R)     
& IBBOTSON EQUITY ALLOCATION FUND                                         

9 

DEFR14A 16th Page of 39 TOC 1st Previous Next ↓Bottom Just 16th
      The following table sets forth the beneficial ownership of shares of
First Trust/Value Line(R) & Ibbotson Equity Allocation Fund ("FVI") by each     
person known to FVI to be deemed a beneficial owner of more than five percent   
(5%) of the total outstanding shares of Common Shares of FVI as of May 31, 2005.
Information as to beneficial ownership is based on reports filed with the       
Securities and Exchange Commission by such holders.                             

------------------------------------------ -------------- ----------------------
                                           COMMON SHARES  % OF FVI'S OUTSTANDING
                                  BENEFICIALLY   COMMON SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER       OWNED          BENEFICIALLY OWNED    
------------------------------------------ -------------- ----------------------
Ron Olin Investment Management Company(1)  331,000        5.1%                  
4 Cedar Chine                                                                   
Asheville, NC  28803                                                            
------------------------------------------ -------------- ----------------------
Doliver Capital Advisors, Inc.(2)          795,700        12.2%                 
1800 Bering Dr., Suite 850                                                      
Houston, TX  77057                                                              
------------------------------------------ -------------- ----------------------

(1)  Based solely upon information presented in a Schedule 13G/A, filed February
3, 2005, filed jointly by Deep Discount Advisors, Inc. and Ron Olin   
    Investment Management Company. Pursuant to that Schedule 13G/A, the entity
     has shared dispositive voting power over the shares beneficially owned. FVI
    does not have any knowledge of who the ultimate beneficiaries are of these
shares.                                                               

(2)  Based solely upon information presented in Schedule 13G/A, filed April 8,  
 2005 by Doliver Capital Advisors, Inc. The entity has shared dispositve
voting power over the shares beneficialy owned. FVI does not have any 
knowledge of who the ultimate beneficiaries are of these shares.      

        Except as described above, to the knowledge of the Funds, as of August
2, 2005, no single shareholder or "group" (as that term is used in Section 13(d)
of the Securites Exchange Act of 1934) beneficially owned more than 5% of any   
Fund's outstanding Common Shares. Information as to beneficial ownership is     
based on reports filed with the Securities and Exchange Commission by such      
holders.                                                                        

COMPENSATION                                                                    

      Effective June 7, 2004, 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 regular       
quarterly board meetings and regular committee meetings. No additional meeting  
fees are paid in connection with regular quarterly board meetings or regular    
committee meetings. Additional fees of $1,000 and $500 are paid to              
non-interested Trustees for special board meetings and non-regular committee    
meetings, respectively. These additional fees are shared by the funds in the    
First Trust Fund Complex that participate in the particular meeting and are not 
per fund fees. Trustees are also reimbursed 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 June 7, 2004, 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 board meeting (in-person or 
by electronic means) and $500 per committee meeting (in-person or by electronic 
means) attended. The Board of Trustees held seven meetings of First Trust/Four  
Corners Senior Floating Rate Income Fund, First Trust/Four Corners Senior       
Floating Rate Income Fund II, First Trust/Value Line(R) & Ibbotson Equity       
Allocation Fund, First Trust Value Line(R) Dividend Fund, and Macquarie/First   
Trust Global Infrastructure/Utilities Dividend & Income Fund during the fiscal  
year ended May 31, 2005. Each of the Trustees attended all of the meetings of   
the Board of Trustees of the Funds for the fiscal year ended May 31, 2005. The  

10

DEFR14A 17th Page of 39 TOC 1st Previous Next ↓Bottom Just 17th
aggregate fees and expenses paid to the Trustees by each Fund for the fiscal    
year ended May 31, 2005 (including reimbursement for travel and out-of-pocket   
expenses) amounted to the following:                                            

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------- --------------------
                                                                                 AGGREGATE FEES AND 
FUND                                                                             EXPENSES PAID      
------------------------------------------------------------------------------- --------------------
                                                                                                    
First Trust/Four Corners Senior Floating Rate Income Fund                        $47,671            
------------------------------------------------------------------------------- --------------------
First Trust/Four Corners Senior Floating Rate Income Fund II                     $48,998            
------------------------------------------------------------------------------- --------------------
First Trust/Value Line(R) & Ibbotson Equity Allocation Fund                      $47,008            
------------------------------------------------------------------------------- --------------------
First Trust Value Line(R) Dividend Fund                                          $49,476            
------------------------------------------------------------------------------- --------------------
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund     $47,572            
------------------------------------------------------------------------------- --------------------

  The following table sets forth certain information regarding the
compensation of each Fund's Trustees for the fiscal year ended May 31, 2005. The
Funds have no retirement or pension plans.                                      

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------
                                                         AGGREGATE                           AGGREGATE                        
                       AGGREGATE        AGGREGATE        COMPENSATION                        COMPENSATION                     
                       COMPENSATION     COMPENSATION     FROM FIRST        AGGREGATE         FROM                             
                       FROM FIRST       FROM FIRST       TRUST VALUE       COMPENSATION      MACQUARIE/FIRST                  
                       TRUST/FOUR       TRUST/FOUR       LINE(R) &         FROM FIRST        TRUST GLOBAL        TOTAL        
                       CORNERS SENIOR   CORNERS SENIOR   IBBOTSON          TRUST VALUE       INFRASTRUCTURE/     COMPENSATION 
                       FLOATING RATE    FLOATING RATE    EQUITY            LINE(R) DIVIDEND  UTILITIES DIVIDEND  FROM THE FUND
 NAME OF TRUSTEE       INCOME FUND      INCOME FUND II   ALLOCATION FUND   FUND              & INCOME FUND       COMPLEX      
------------------------------------------------------------------------------------------------------------------------------
                                                     INTERESTED TRUSTEE                                                       
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
 James A. Bowen        0                0                0                 0                 0                   0            
------------------------------------------------------------------------------------------------------------------------------
                                                    INDEPENDENT TRUSTEES                                                      
------------------------------------------------------------------------------------------------------------------------------
 Richard E. Erickson   $11,877          $12,082          $11,716           $12,227           $11,828             $113,616     
------------------------------------------------------------------------------------------------------------------------------
 Thomas R. Kadlec      $11,877          $12,082          $11,716           $12,227           $11,828             $113,616     
------------------------------------------------------------------------------------------------------------------------------
 Niel B. Nielson       $11,877          $12,082          $11,716           $12,227           $11,828             $113,616     
------------------------------------------------------------------------------------------------------------------------------
 David M. Oster        $11,880          $12,095          $11,719           $12,236           $11,833              $98,625     
------------------------------------------------------------------------------------------------------------------------------

       The total compensation paid to Messrs. Erickson, Kadlec, and Nielson,
Independent Trustees of each Fund and the Fund Complex, for the fiscal year     
ended May 31, 2005, includes compensation for their services as Trustees to     
First Defined Portfolio Fund, LLC, First Trust Value Line(R) 100 Fund, Energy   
Income and Growth Fund, First Trust/Fiduciary Asset Management Covered Call     
Fund, First Trust/Aberdeen Global Opportunity Income Fund, and First Trust/FIDAC
Mortgage Income Fund, and the Funds. For the fiscal year ended May 31, 2005, Mr.
Oster was not a Trustee of First Defined Portfolio Fund, LLC and accordingly,   
his total compensation was based on compensation paid by First Trust Value      
Line(R) 100 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, and the Funds.                    

11

DEFR14A 18th Page of 39 TOC 1st Previous Next ↓Bottom Just 18th
 The officers and the interested Trustee of each Fund receive no
compensation from the Funds for serving in such capacities.                     

COMMITTEES

AUDIT COMMITTEE                                                                 

 The Board of Trustees has an Audit Committee, which consists of
Messrs. Erickson, Kadlec, Nielson, and Oster, all of whom are "independent" as  
defined in the listing standards of the American Stock Exchange and the New     
York Stock Exchange. 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 independent auditors      
(subject also to Board approval). The Audit Committee met five times during the 
fiscal year ended May 31, 2005, with all members present.                       

        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. 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  
and approved by the Board of Trustees on June 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 27,
2005, 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, 2005, 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 Independence 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.                                                                       

12

DEFR14A 19th Page of 39 TOC 1st Previous Next ↓Bottom Just 19th
       Members of each Fund's Audit Committee are not professionally engaged
in the practice of auditing or accounting and are not employed by the Funds for 
purposes of accounting, financial management or internal control functions.     
Moreover, the Audit Committee relies on, and makes no independent verification  
of, the facts presented and the representations made to it by Fund management   
and Deloitte & Touche. Accordingly, the Audit Committee's oversight does not    
provide an independent basis to determine that management has maintained        
appropriate accounting and/or financial reporting principles and policies, or   
internal controls and procedures, designed to assure compliance with accounting 
standards and applicable laws and regulations. Furthermore, the Audit           
Committee's considerations and discussions referred to above do not provide     
assurance that the audit of the Funds' financial statements has been carried out
in accordance with generally accepted auditing standards or that the financial  
statements are presented in accordance with generally accepted accounting       
principles.                                                                     

       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, 2005 in its Annual Report dated 
May 31, 2005.                                                                   

Submitted by the Audit Committee of the Funds:                
Richard E. Erickson                         
Thomas R. Kadlec                            
Niel B. Nielson                             
David M. Oster                              

INDEPENDENT AUDITORS' FEES                                                      

 Deloitte & Touche has been selected to serve as the independent
auditors for the Funds for the fiscal year ending May 31, 2006. Deloitte &      
Touche acted as independent auditors for the Funds for the fiscal year ended May
31, 2005. 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 auditors. Deloitte & Touche did note that  
the trust account of a Deloitte & Touche partner invested in First Trust/Four   
Corners Senior Floating Rate Income Fund II on May 28, 2004. When notified of   
the violation, the position was immediately divested. Deloitte & Touche informed
the Audit Committee that this situation did not materially impact Deloitte &    
Touche's independence due to the remediation of the transaction and the fact    
that the partner has no involvement with Deloitte & Touche's engagement with the
Funds or First Trust Advisors. 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, 2004 and 
May 31, 2005:                                                                   

13

DEFR14A 20th Page of 39 TOC 1st Previous Next ↓Bottom Just 20th
                                                        [Enlarge/Download Table]

----------------------- ------------------------ ----------------------- ----------------------- -----------------------
                              AUDIT FEES           AUDIT RELATED FEES           TAX FEES             ALL OTHER FEES     
----------------------- ------------------------ ----------------------- ----------------------- -----------------------
                           2004         2005        2004        2005        2004        2005        2004        2005    
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
                                                                                                                        
First Trust/Four         $47,000      $27,350    $2,500(1)       0           0       $4,500(3)       0           0      
Corners Senior                                                                                                          
Floating Rate Income                                                                                                    
Fund                                                                                                                    
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
First Trust/Four         $14,500      $55,475        0       $8,000(1)       0       $4,500(3)       0           0      
Corners Senior                                                                                                          
Floating Rate Income                                                                                                    
Fund II                                                                                                                 
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
First Trust/Value        $13,500      $27,975        0           0           0       $3,500(3)       0           0      
Line(R)  & Ibbotson                                                                                                     
Equity Allocation Fund                                                                                                  
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
First Trust Value        $23,500      $17,975        0           0           0       $3,500(3)       0           0      
Line(R) Dividend Fund                                                                                                   
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
Macquarie/First Trust    $15,500      $37,000        0       $8,000(1)       0       $4,000(3)       0           0      
Global                                                                                                                  
Infrastructure/                                                                                                         
Utilities Dividend &                                                                                                    
Income Fund                                                                                                             
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
First Trust Advisors        N/A         N/A      $20,400(2)  $20,000(2)  $6,000(3)   $6,000(3)      N/A      $35,000(4) 
----------------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------

<FN>                                                                                                                    
(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.                                 
</FN>                                                                                                                   

        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, 2004 and May 31, 2005:                 

--------------------------------------------------------------------------------
AGGREGATE NON-AUDIT FEES
--------------------------------------------------------------------------------
                                     2004           2005
-----------------------------------------------  -------------  ----------------
First Trust/Four Corners Senior Floating Rate     $2,500         $4,500         
Income Fund                                                                     
-----------------------------------------------  -------------  ----------------
First Trust/Four Corners Senior Floating Rate          0        $12,500         
Income Fund II                                                                  
-----------------------------------------------  -------------  ----------------
First Trust/Value Line(R) & Ibbotson Equity            0         $3,500         
Allocation Fund                                                                 
-----------------------------------------------  -------------  ----------------
First Trust Value Line(R) Dividend Fund                0         $3,500         
-----------------------------------------------  -------------  ----------------
Macquarie/First Trust Global Infrastructure/           0        $12,000         
Utilities Dividend & Income Fund                                                
-----------------------------------------------  -------------  ----------------
First Trust Advisors                             $26,400        $61,000         
-----------------------------------------------  -------------  ----------------

         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.                                   

14

DEFR14A 21st Page of 39 TOC 1st Previous Next ↓Bottom Just 21st
      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.   

OTHER COMMITTEES                                                                

         The Board of Trustees of the Funds 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 approval
of the final terms of the underwriting agreement, including approval of the     
members of the underwriting syndicate. Messrs. Bowen and Kadlec are members of  
the Executive Committee. For the fiscal year ended May 31, 2005, the Executive  
Committee, serving as the Dividend and Pricing Committee, met a total of nine   
times for First Trust/Four Corners Senior Floating Rate Income Fund II, eleven  
times for First Trust/Four Corners Senior Floating Income Fund, four times for  
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund,   
one time for First Trust/Value Line(R) & Ibbotson Equity Allocation Fund and    
four times for First Trust Value Line(R) Dividend Fund. Each Fund's Executive   
Committee met to authorize all of the respective Funds' dividend declarations.  

Each Fund's Nominating and Governance Committee (formerly the 
Nominating 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, Nielson,
and Oster 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 one time during the fiscal year ended   
May 31, 2005.                                                                   

       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.       
Shareholders of a Fund who wish to recommend a person for nomination as a       
candidate for a position on the Fund's Board should mail such recommendation to 
the Fund, attention W. Scott Jardine, 1001 Warrenville Road, Suite 300, Lisle,  
Illinois 60532. Recommendations must include (a) evidence of Fund ownership of  

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the person or entity recommending the candidate (if a Fund shareholder); (b) a  
full description of the proposed candidate's background, including their        
education, experience, current employment, and date of birth; (c) names and     
addresses of at least three professional references for the candidate; (d)      
information as to whether the candidate is an "interested person" (as such term 
is defined in the 1940 Act) and such other information that may be considered to
impair the candidate's independence; and (e) any other information that may be  
helpful to the Committee in evaluating the candidate. 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 the pricing
procedures of the Funds. Messrs. Erickson, Kadlec, and Oster are members of the 
Valuation Committee. The Valuation Committee did not meet during the fiscal year
ended May 31, 2005.                                                             

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.                                                           

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 4310, 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                  

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Infrastructure/Utilities Dividend & Income Fund, and First Trust/Four Corners   
Senior Floating Rate Income Fund II. Macquarie Infrastructure Fund Adviser, LLC,
600 5th Avenue, 21st Floor, New York, New York 10020, serves as the investment  
sub-adviser to the Macquarie/First Trust Global Infrastructure/Utilities        
Dividend & Income Fund.                                                         

   PFPC acts as the Funds' administrator and accounting agent and is
located at 101 Federal Street, 6th Floor, Boston, Massachusetts 02110. 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 all such filing requirements    
applicable to such persons were met, except as described below.                 

     First Trust Advisors made late Form 3 filings for all of the Funds on
behalf of itself as investment adviser. Upon discovery of this oversight in     
November 2004, Form 3s were filed on behalf of First Trust Advisors for each of 
the Funds on December 9, 2004. In addition, First Trust Portfolios L.P. also    
failed to make the requisite Form 3 filings on behalf of all of the Funds. Upon 
discovery of this oversight in November 2004, Form 3s were filed on behalf of   
First Trust Portfolios L.P. on December 9, 2004, for each of the Funds. In      
addition, on February 3, 2005, late Form 3s were filed for Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund, First Trust/Four Corners
Senior Floating Rate Income Fund, and First Trust/Four Corners Senior Floating  
Rate Income Fund II on behalf of Four Corners Capital Management, LLC, a        
sub-adviser for these Funds. Also on this date, a late Form 3 was filed for     
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund on 
behalf of Macquarie Infrastructure Fund Adviser LLC, a sub-adviser of this Fund.
On behalf of Brett Byrd and Charles Allen, officers of Four Corners Capital     
Management, LLC, late Form 3s were filed for Macquarie/First Trust Global       
Infrastructure/Utilities Dividend & Income Fund, First Trust/Four Corners Senior
Floating Rate Income Fund, and First Trust/Four Corners Senior Floating Rate    
Income Fund II. In addition, for Macquarie/First Trust Global                   
Infrastructure/Utilities Dividend & Income Fund, First Trust/Four Corners Senior
Floating Rate Income Fund, and First Trust/Four Corners Senior Floating Rate    
Income Fund II, it was discovered that Form 3s were not yet filed for Ed        
Soccorso, an officer of Four Corners Capital Management, LLC. These Form 3      
filings will be made as soon as practicable for Mr. Soccorso. Finally, late Form
3s were filed for Macquarie/First Trust Global Infrastructure/Utilities Dividend
& Income Fund on behalf of Heidi Mortensen and Ronald Palmer Jr., each an       
officer or director of Macquarie Infrastructure Fund Adviser, LLC.              

       A Form 4 was filed late on July 26, 2004, on behalf of David McGarel,
an officer of First Trust Advisors, for purchases he made on July 23, 2004, of  
shares in First Trust Value Line(R) Dividend Fund. In addition, on April 18,    

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2005, a Form 4 was filed late on behalf of James Bowen, President of First Trust
Advisors, for purchases made on April 15, 2005, of shares of First Trust/Four   
Corners Senior Floating Rate Income Fund II. Form 4s and Form 5s were filed late
on August 3, 2005 and August 4, 2005, on behalf of David Oster, a Trustee, for  
purchases he made on June 16, 2004, of shares of First Trust/Four Corners Senior
Floating Rate Income Fund and First Trust/Four Corners Senior Floating Rate     
Income Fund II.                                                                 

SHAREHOLDER PROPOSALS                                                           

         To be considered for presentation at the annual meeting of shareholders
of a Fund to be held in 2006, a shareholder proposal submitted pursuant to Rule 
14a-8 of the 1934 Act must be received at the offices of the Fund at 1001       
Warrenville Road, Suite 300, Lisle, Illinois 60532, not later than April 14,    
2006. A shareholder wishing to provide notice in the manner prescribed by Rule  
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must   
submit such written notice to the applicable Fund not later than June 28, 2006. 
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, 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        
multiple copies of such documents are received, shareholders should contact the 
Fund at the address and phone number set forth above.                           

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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 ten days prior to the date of the Meetings.    

 Failure of a quorum to be present at a Meeting will necessitate
adjournment and will be subject the applicable Fund to additional expense. The  
persons named in the enclosed proxy may also move for an adjournment of the     
Meeting to permit further solicitation of proxies with respect to the proposal  
if they determine 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 requires the affirmative vote of a majority of the     
shares present in person or represented by proxy at the Meeting.                

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 arise, 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 12, 2005                                                               

--------------------------------------------------------------------------------
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.                                                                     
--------------------------------------------------------------------------------

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DEFR14A 26th Page of 39 TOC 1st Previous Next ↓Bottom Just 26th
 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.                                        

DEFR14A 27th Page of 39 TOC 1st Previous Next ↓Bottom Just 27th
     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       

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DEFR14A 28th Page of 39 TOC 1st Previous Next ↓Bottom Just 28th
auditor but not made by the Fund, any communications between the audit team and 
the audit firm's national office regarding auditing or accounting issues        
presented by the engagement, any significant changes required from the          
originally planned audit programs and any adjustments to the financial          
statements recommended by the External Auditors.                                

       3. The Committee shall meet with the External Auditors in the absence
of Fund Management, as necessary.                                               

     4. The Committee shall pre-approve all audit services and permitted
non-audit services (including the fees and terms thereof) to be performed for   
the Fund by its External Auditors. The Chairman of the Committee is authorized  
to give such pre-approvals on behalf of the Committee, and shall report any such
pre-approval to the full Committee.                                             

       5. The Committee shall pre-approve the External 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.                                             

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DEFR14A 29th Page of 39 TOC 1st Previous Next ↓Bottom Just 29th
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.                                                    

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DEFR14A 30th Page of 39 TOC 1st Previous Next ↓Bottom Just 30th
   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.                                                                      

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DEFR14A 31st Page of 39 TOC 1st Previous Next ↓Bottom Just 31st
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.                                                                  

 A-6

DEFR14A 32nd Page of 39 TOC 1st Previous Next ↓Bottom Just 32nd
        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.                                             

 A-7

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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                                                         

 A-8

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[BLANK BACK COVER]

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                                  DETACH HERE                           ZFTR32

PROXY 

  FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

PROXY SOLICITED BY THE BOARD OF TRUSTEES  
    ANNUAL MEETING ON SEPTEMBER 12, 2005

The undersigned holder of shares of the First Trust/Four Corners Senior Floating
Rate Income Fund II (the "Fund"), a Massachusetts business trust, hereby        
appoints W. Scott Jardine, Mark R. Bradley 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 10:00
a.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 12, 2005, 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.                                                         

DEFR14A 36th Page of 39 TOC 1st Previous Next ↓Bottom Just 36th
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY
 IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?                    DO YOU HAVE ANY COMMENTS?          
___________________________________          ________________________________   
___________________________________          ________________________________   
___________________________________          ________________________________   

DEFR14A 37th Page of 39 TOC 1st Previous Next ↓Bottom Just 37th
FIRST TRUST/FOUR CORNERS SENIOR                                                 
FLOATING RATE INCOME FUND II                                                    
C/O PFPC INC.                                                                   
P.O. BOX 8586                                                                   
EDISON, NJ 08818-8586                                                           

                                  DETACH HERE                           ZFTR31

[X] Please mark                                                        |   3886 
votes as in                                                        |    
   this example.                                                      --------

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.                                         
1.  To elect three Trustees by holders of Common and Preferred Shares, voting   
together as a single class.                                             

   Nominees: (01) James A. Bowen (02) Richard E. Erickson (03) Neil B. Nielson

FOR                         WITHHOLD        
ALL    [  ]         [  ]    FROM ALL        
NOMINEES                       NOMINEES           

[  ] _______________________________________________          
For all nominees except as noted above (include     
each nominee for which your vote is withheld)       

                 Mark box at right if an address change or comment
                        has been noted on the reverse side of this card.    [  ]

            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:_______________ Date:_______    Signature:_______________ Date:_______

DEFR14A 38th Page of 39 TOC 1st Previous Next ↓Bottom Just 38th
                                  DETACH HERE                           ZFTC62

PROXY 

  FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

PROXY SOLICITED BY THE BOARD OF TRUSTEES  
ANNUAL MEETING ON SEPTEMBER 12, 2005

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 10:00 a.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 12,
2005, 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.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?                    DO YOU HAVE ANY COMMENTS?          
___________________________________          ________________________________   
___________________________________          ________________________________   
___________________________________          ________________________________   

DEFR14A Last Page of 39 TOC 1st Previous Next ↓Bottom Just 39th
FIRST TRUST/FOUR CORNERS SENIOR                                                 
FLOATING RATE INCOME FUND II                                                    
C/O PFPC INC.                                                                   
P.O. BOX 8586                                                                   
EDISON, NJ 08818-8586                                                           

                                  DETACH HERE                           ZFTC61

[X] Please mark                                                        |   3886 
votes as in                                                        |    
   this example.                                                      --------

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.                                         
1.  To elect three Trustees by holders of Common and Preferred Shares, voting   
together as a single class.                                             

   Nominees: (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.                                                      

Nominees: (04)  Thomas R. Kadlec    (05)  David M. Oster                

FOR                         WITHHOLD        
ALL    [  ]         [  ]    FROM ALL        
NOMINEES                       NOMINEES           

[  ] _______________________________________________          
For all nominees except as noted above (include     
each nominee for which your vote is withheld)       

                 Mark box at right if an address change or comment
                        has been noted on the reverse side of this card.    [  ]

            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:_______________ Date:_______    Signature:_______________ Date:_______

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	6/28/06	24
	5/31/06	19		DEF 14A, N-CSR, N-CSR/A, NSAR-B
	4/14/06	24
	9/12/05	3	38	3
	9/9/05	9
Filed on / Effective on:	8/19/05	1		DEF 14A, DEFA14A
	8/12/05	2	38	3
	8/4/05	24		4, 4/A, 5
	8/3/05	24
	8/2/05	16
	7/27/05	18
	7/12/05	6	8
	7/11/05	2
	6/13/05	33
	6/12/05	18
	5/31/05	14	24	5, DEF 14A, N-CSR, NSAR-B
	4/15/05	24		4
	4/8/05	16
	2/3/05	16	23	3
	1/3/05	15
	12/9/04	23		3
	9/13/04	10
	7/26/04	13	23
	7/23/04	23
	6/16/04	24		4
	6/7/04	13	16	3
	5/31/04	19	20	DEF 14A, N-CSR, NSAR-B
	5/28/04	19
				List all Filings

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Filing Submission 0000875626-05-001310 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

First Trust Senior Floating Rate Income Fund II – ‘DEFR14A’ on 8/19/05

On: Friday, 8/19/05, at 3:33pm ET · Effective: 8/19/05 · Accession #: 875626-5-1310 · File #: 811-21539

Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents