Execution Version
FIRST AMENDMENT TO
SALES AGREEMENT
This FIRST AMENDMENT TO SALES AGREEMENT (the "Amendment") is made and entered
into with effect this 22nd day of August, 2013, by First Trust Senior Floating
Rate Income Fund II, a Massachusetts business trust (the "Fund"), First Trust
Advisors L.P., an Illinois limited partnership (the "Adviser"), and JonesTrading
Institutional Services LLC ("Xxxxx"). Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Agreement (as
defined below).
WITNESSETH
WHEREAS, the Fund, the Adviser and Xxxxx entered into a Sales Agreement,
dated November 21, 2012 (the "Agreement") pursuant to which the Fund has issued,
and may from time to time continue to issue and sell through Xxxxx, up to
3,000,000 shares of the Fund's common shares of beneficial interest, $0.01 par
value per share (the "Shares");
WHEREAS, as of the date hereof, the Fund has issued and sold through
Xxxxx as its agent 1,225,967 Shares pursuant to the Agreement;
WHEREAS, the Fund desires to increase the number of Shares that may be
issued and sold from time to time through Xxxxx under the Agreement from
3,000,000 Shares to 4,225,967 Shares and such increase has been approved by the
Fund's Board of Trustees on August 21, 2013;
WHEREAS, the parties desire to amend the Agreement to reflect the increase
in the number of Shares to be issued and sold through Xxxxx.
NOW THEREFORE, for and in consideration of the premises and the exchange
of mutual promises, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. The first sentence of Section 1 of the Agreement is hereby amended by
deleting such sentence in its entirety and replacing such sentence with the
following:
"The Fund agrees that, from time to time during the term of this
Agreement, on the terms and subject to the conditions set forth
herein, it may issue and sell through Xxxxx, acting as agent and/or
principal, up to four million two hundred twenty-five thousand nine
hundred and sixty-seven (4,225,967) of the Fund's common shares of
beneficial interest, $0.01 par value per share (the "Shares")."
2. All other references to "3,000,000" in the Agreement shall be changed
to "4,225,967."
3. This Amendment shall be governed by and construed in accordance with
the internal laws of the state of New York applicable to agreements made and to
be performed in such state.
4. This Amendment may be executed in any number of counterparts and such
signature pages may be delivered by facsimile, each of which shall be deemed to
be an original, and such facsimile will, for all purposes, be deemed to be the
original signature of such party whose signature it reproduces, and will be
binding upon such party.
5. Except as specifically modified by the terms and conditions of this
Amendment, the terms and conditions of the Agreement are hereby ratified and
affirmed in all respects and shall continue in full force and effect. In the
event of a conflict between any provision in the Agreement and the text of this
Amendment, the text of this Amendment shall control.
6. The Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts. This Amendment is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Amendment are not binding upon any of the Fund's
shareholders individually but are binding only upon the assets and property of
the Fund.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
FIRST TRUST SENIOR FLOATING RATE
INCOME FUND II
By: __________________________
Name:
Title:
FIRST TRUST ADVISORS L.P.
By: __________________________
Name:
Title:
ACCEPTED as of the date
first-above written:
JONESTRADING INSTITUTIONAL
SERVICES LLC
By: __________________________
Name:
Title:
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