INCENTIVE FEE AGREEMENT
INCENTIVE FEE AGREEMENT (the "Agreement"), dated as of May [___], 2004,
between Xxxxxxx Xxxxx & Associates, Inc. ("Xxxxxxx Xxxxx") and Four Corners
Capital Management, LLC ("Four Corners").
WHEREAS, First Trust/Four Corners Senior Floating Rate Income Fund II
(including any successor by merger or otherwise, the "Fund") is a diversified,
closed-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), and its common shares are registered
under the Securities Act of 1933, as amended;
WHEREAS, Four Corners is the investment sub-adviser of the Fund;
WHEREAS, Xxxxxxx Xxxxx is acting as co-lead underwriter in an offering
of the Fund's common shares; and
WHEREAS, Four Corners desires to provide an incentive fee to Xxxxxxx
Xxxxx for acting as co-lead underwriter in an offering of the Fund's common
shares;
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:
1. Four Corners shall pay Xxxxxxx Xxxxx a fee computed weekly and payable
quarterly in arrears commencing June 30, 2004 at an annualized rate of
0.10% of the Fund's Managed Assets (as defined below) attributable to
the common shares sold by Xxxxxxx Xxxxx in the offering for a term as
described in Section 3 hereof; provided that the total amount of the fee
hereunder shall not exceed [______]% of the total price to the public of
the Fund's common shares offered by the prospectus dated May [__], 2004
(the "Prospectus") (including all Initial Securities and Option
Securities as such terms are described in the Purchase Agreement, dated
May [__], 2004, by and among the Fund, First Trust Portfolios L.P., Four
Corners and each of the Underwriters named therein (the "Purchase
Agreement")). The sum total of this fee, the additional compensation
fees payable to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, plus
the amounts paid by the Fund as the $.00667 per common share partial
reimbursement to the Underwriters, shall not exceed 4.5% of the total
price of the Trust's common shares offered by the Prospectus. "Managed
Assets" is defined as the total assets of the Fund (including any assets
attributable to any Preferred Shares that may be outstanding or
otherwise attributable to the use of leverage) minus the sum of accrued
liabilities (other than debt representing financial leverage). All
quarterly fees payable hereunder shall be paid to Xxxxxxx Xxxxx within
15 days following the end of each calendar quarter.
2. Four Corners shall be permitted to discharge all or a portion of its
payment obligations hereunder upon prepayment in full or in part of the
remaining balance due of the maximum additional commission amount
described in paragraph 1 above.
3. The term of this Agreement shall commence upon the date referred to
above and shall be in effect so long as Four Corners acts as the
investment sub-advisor to the Fund pursuant to the Investment Management
Agreement (as such term is defined in the Purchase Agreement) or other
subsequent advisory agreement.
4. This Agreement and any claim, counterclaim or dispute of any kind or
nature whatsoever arising out of or in any way relating to this
Agreement ("Claim") shall be governed by and construed in accordance
with the laws of the State of New York.
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5. No Claim may be commenced, prosecuted or continued in any court other
than the courts of the State of New York located in the City and County
of New York or in the United States District Court for the Southern
District of New York, which courts shall have exclusive jurisdiction
over the adjudication of such matters, and Four Corners and Xxxxxxx
Xxxxx consent to the jurisdiction of such courts and personal service
with respect thereto. Each of Xxxxxxx Xxxxx and Four Corners waives all
right to trial by jury in any proceeding (whether based upon contract,
tort or otherwise) in any way arising out of or relating to this
Agreement. Four Corners agrees that a final judgment in any proceeding
or counterclaim brought in any such court shall be conclusive and
binding upon Four Corners and may be enforced in any other courts to the
jurisdiction of which Four Corners is or may be subject, by suit upon
such judgment.
6. This Agreement may not be assigned by either party without the prior
written consent of the other party.
7. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any
respect, such determination will not affect such provision in any other
respect or any other provision of this Agreement, which will remain in
full force and effect. This Agreement may not be amended or otherwise
modified or waived except by an instrument in writing signed by both
Xxxxxxx Xxxxx and Four Corners.
8. All notices required or permitted to be sent under this Agreement shall
be sent, if to Four Corners:
Four Corners Capital Management, LLC
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: [ ]
or if to Xxxxxxx Xxxxx:
Xxxxxxx Xxxxx & Associates, Inc.
[ ]
[ ]
Attention: [ ]
or such other name or address as may be given in writing to the other
parties. Any notice shall be deemed to be given or received on the third
day after deposit in the US mail with certified postage prepaid or when
actually received, whether by hand, express delivery service or
facsimile transmission, whichever is earlier.
9. This Agreement may be executed in separate counterparts, each of which
is deemed to be an original and all of which taken together constitute
one and the same agreement.
[signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Incentive
Fee Agreement as of the date first above written.
FOUR CORNERS CAPITAL XXXXXXX XXXXX &
MANAGEMENT, LLC ASSOCIATES, INC.
By: ___________________________ By:__________________________
Name: Name:
Title: Title:
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