Draft 8/12/03
[ ] Shares
First Trust/Four Corners Senior Floating Rate Income Fund
Common Stock
($.01 Par Value Per Share)
SELECTED DEALER AGREEMENT
August ___, 2002
Ladies and Gentlemen:
First Trust/Four Corners Senior Floating Rate Income Fund (the
"Company"), a Massachusetts business trust, is offering for sale to the
public [ ]shares of its Common Stock (the "Primary Shares").
1. The several Underwriters named in the enclosed Prospectus, on whose
behalf we are acting as Representatives, have severally agreed to
purchase from the Company an aggregate of [ ] Primary Shares and have
an option to purchase from the Company up to [ ] additional shares of
Common Stock (the "Additional Shares"). The Primary Shares and the
Additional Shares are sometimes collectively called the Shares. The
purchase is subject to the terms of the Underwriting Agreement. The
Shares are more fully described in the Prospectus. One or more of the
several Underwriters, acting through us, are severally offering a
portion of the Shares to certain dealers (the "Selling Group") as
principals, subject to the terms and conditions stated herein and in
the Underwriting Agreement, subject to modification or cancellation of
the offering without notice, at the initial public offering price
hereinafter set forth on the cover page of the Prospectus (the
"Authorized Public Offering Price") less concession (the "Selling
Concession"). The Authorized Public Offering Price may be changed at
any time or from time to time in our discretion without notice.
Authorized Public $20.00 per Share
Offering Price:
Dealer's Selling $[ ] per Share, payable or allowable as set forth
Concession: below.
Re-allowance: You may re-allow not in excess of $[ ] per Share as
a Selling Concession to dealers who are members in
good standing of the National Association of Securities
Dealers, Inc.
Delivery and August [ ], 2003, or such other date as we advise
Payment: you, by certified or bank cashiers check or wire transfer
payable to the order of [ ], against delivery
of the Shares. Shares shall be paid for in full at the
Authorized Public Offering Price or, if we so advise you,
at such price less the dealers Selling Concession. If
payment is at the Authorized Public Offering Price, the
concession will be paid to you upon termination of this
Agreement.
Termination: This Agreement will terminate [ ] days from its date
unless sooner terminated or extended by us.
2. Members of the Selling Group may immediately offer shares for sale and
take orders therefor at the Authorized Public Offering Price, subject
to confirmation and allotment by us. We, in turn, are prepared to
receive orders subject to confirmation and allotment by us. We reserve
the right to reject any order in whole or in part or to allot less
than the number of Shares applied for. Orders transmitted by telephone
should be confirmed by letter or telegram.
3. By becoming a member of the Selling Group, you agree (a) to take up
and pay for Shares allocated and confirmed to you, (b) not to use any
such Shares to reduce or cover any short position you may have, (c)
not to confirm any sale of Shares to any account over which you
exercise discretionary authority, and (d) upon our request, to advise
us of the number of Shares purchased from us as manager of the Selling
Group remaining unsold by you and to resell to us any and all such
unsold Shares at the prices stated above, less all of such part of the
concession allowed you as we may determine.
4. It is assumed that the Shares sold by you will be effectively placed
for investment. If we purchase in the open market, for the account of
any Underwriter, Shares sold to you and not effectively placed for
investment, we may determine not to allow you the dealers concession
on the Shares so purchased or, if such concession has theretofore been
allowed you, you agree to pay it to us on demand.
5. Each Underwriter has consented that we, for our own account as one of
the Underwriters, in our discretion, may make purchases and sales of
the Shares. You further agree that until termination of this
agreement, you will not make purchases or sales of any Shares except
(a) pursuant to this Agreement, (b) purchases authorized by us, or (c)
in the ordinary course of business as broker or agent for a customer
pursuant to an unsolicited order.
6. Additional copies of the Prospectus will be supplied to you in
reasonable quantity upon request.
7. It is expected that public advertisement of this issue of Shares will
be made on or about the date hereof. After the date of appearance on
such advertisement, but not before, you are free to advertise over
your own name and at your own expense and risk.
8. The Shares are offered by us for delivery when, as, and if sold and
accepted by the Underwriters and subject to the terms stated herein
and in the Prospectus, to our right to vary the concession and terms
of the offering after their release for public sale, to the approval
of counsel as to legal matters and to withdrawal, cancellation, or
modification of the offer without notice.
9. You represent that you are a member in good standing of the National
Association of Securities Dealers, Inc. or, if a foreign dealer, that
you will conform to the Conduct Rules of such association in making
sales in the United States, particularly Rule 2420 of the
Association's Conduct Rules. You represent that you will comply with
Rules 2730, 2740 and 2750 of the Association's Conduct Rules and with
the "Free-Riding and Withholding" interpretation of the Board of
Governors of the National Association of Securities Dealers, Inc. You
are not authorized to give any information or make any representations
other than as contained in the Prospectus, or to act as agent for any
Underwriter or for us. Nothing will constitute the Selling Group an
association or other separate entity or partners with the Several
Underwriters, with us, or with each other, but you will be responsible
for your share of any liability or expense based on any claim to the
contrary. Neither we nor any Underwriter will be under any liability
to you, except for obligations expressly assumed in this Agreement and
any liabilities under the Securities Act of 1933, as amended. No
obligations on our part will be implied or inferred herefrom.
10. Neither we nor any of the other Underwriters will have any
responsibility with respect to the right of any dealer to sell the
Shares in any jurisdiction, notwithstanding any information we may
furnish in this connection. Upon application to us, you will be
informed as to the states in which we have been advised by counsel
that the Shares have been qualified for sale or are exempt under the
respective Blue Sky or securities laws of such states. You agree that
you will not offer or sell such Shares in violation of any applicable
law including, but not limited to, the Blue Sky or securities laws of
any state or jurisdiction in which such Shares are offered or sold by
you.
11. The Representatives are acting as representatives of each of the
Underwriters in all matters connected with the offering of the Shares
and with the Underwriters' purchases of the Shares. The
Representatives, as such, shall have full authority to take such
action as it may deem advisable in all matters pertaining to the
offering of the Shares or arising under this Agreement. The
Representatives will have no liability to any member of the Selling
Group for any act or omission except for obligations expressly assumed
by the Representatives herein, and no obligations on the part of the
Representatives will be implied hereby or inferred herefrom.
12. This Agreement will be governed and construed in accordance with the
laws of the State of Florida.
If you desire to become a member of the Selling Group, please advise to
that effect immediately by telegram and sign and return the enclosed copy
of this letter to [ ].
Very truly yours,
Xxxxxxx Xxxxx & Associates, Inc.
As Representatives of the Several Underwriters
By: ______________________________________________________________________
Name: ______________________________________________________________________
Title: ______________________________________________________________________
Confirmed as of the above date.
(Firm Name)
(Street Address)
(City, State and Zip Code)
By: ______________________________________________________________________
Name: ______________________________________________________________________
Title: ______________________________________________________________________
