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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21539
First
Trust Senior Floating Rate Income Fund II
(Exact name of registrant as specified in charter)
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Address of principal executive offices) (Zip code)
W. Scott Jardine, Esq.
First Trust Portfolios
L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Name
and address of agent for service)
Registrant’s telephone number, including
area code: 630-765-8000
Date of fiscal year end: May
31
Date of reporting period: May
31, 2024
Form N-CSR is to be used by management investment
companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required
to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use
the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information
specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection
of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”)
control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing
the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection
of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Shareholders.
| (a) | Following is a copy of the annual report transmitted to shareholders pursuant to Rule 30e-1 under the
Act. |
First Trust
Senior Floating Rate Income Fund II (FCT)
Annual Report
For the Year Ended
May 31, 2024
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Report
May 31, 2024
Caution Regarding Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements
regarding the goals, beliefs, plans or current expectations of First Trust Advisors L.P. (“First Trust” or the “Advisor”) and its representatives, taking into account the information currently available to them. Forward-looking statements include all statements
that do not relate solely to current or historical fact. For example, forward-looking statements include the use of words such as “anticipate,” “estimate,” “intend,” “expect,” “believe,” “plan,” “may,” “should,” “would” or other words that convey uncertainty of future events or outcomes.
Forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements of First Trust Senior Floating Rate Income Fund II (the “Fund”) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. When evaluating the information included in this report, you are cautioned not to place undue reliance on these forward-looking
statements, which reflect the judgment of the Advisor and its representatives only as of the date hereof. We undertake no
obligation to publicly revise or update these forward-looking statements to reflect events and circumstances that arise after the
date hereof.
Performance and Risk Disclosure
There is no assurance that the Fund will achieve its investment objectives. The Fund
is subject to market risk, which is the possibility that the market values of securities owned by the Fund will decline and that the value of the Fund’s shares may therefore be less than what you paid for them. Accordingly, you can lose money by investing in the Fund. See “Principal Risks” in the Investment Objectives, Policies, Risks and Effects of Leverage section of this report for a discussion of
certain other risks of investing in the Fund.
Performance data quoted represents past performance, which is no guarantee of future
results, and current performance may be lower or higher than the figures shown. For the most recent month-end performance figures,
please visit www.ftportfolios.com or speak with your financial advisor. Investment returns, net asset value and common share price
will fluctuate and Fund shares, when sold, may be worth more or less than their original cost.
The Advisor may also periodically provide additional information on Fund performance on the Fund’s web page at www.ftportfolios.com.
This report contains information that may help you evaluate your investment in the
Fund. It includes details about the Fund and presents data and analysis that provide insight into the Fund’s performance and investment approach.
By reading the portfolio commentary by the portfolio management team of the Fund,
you may obtain an understanding of how the market environment affected the Fund’s performance. The statistical information that follows may help you understand the Fund’s performance compared to that of a relevant market benchmark.
It is important to keep in mind that the opinions expressed by personnel of the Advisor
are just that: informed opinions. They should not be considered to be promises or advice. The opinions, like the statistics, cover
the period through the date on the cover of this report. The material risks of investing in the Fund are spelled out in the prospectus,
the statement of additional information, this report and other Fund regulatory filings.
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Letter from the Chairman and CEO
May 31, 2024
First Trust is pleased to provide you with the annual report for the First Trust Senior Floating Rate Income Fund II (the “Fund”), which contains detailed information about the Fund for the twelve months ended May 31, 2024.
As we enter the month of June, one question that remains at the forefront of many
economic discussions is whether U.S. monetary policy is appropriately positioned to slow the pace of inflation without stifling
economic growth. It is a difficult question, especially since the answer can only be known in hindsight. In late 2023, the Federal Reserve (the “Fed”) stated that it expected to enact up to three interest rate cuts totaling 75 basis points in 2024. Following its meeting on
June 11-12, 2024, however, the Fed revealed that current economic conditions lend support to just one interest rate cut during the
year. The news came on the same day that the U.S. Bureau of Labor Statistics reported that the 12-month rate of change on the Consumer
Price Index stood at 3.3% in May 2024, up 0.3 percentage points from its most recent low of 3.0% at the end of June 2023. As
if stubborn inflation was not enough of a hurdle, it appears as though the pace of economic growth is slowing. U.S. gross domestic product
rose at a tepid 1.3% annual rate in the first quarter of 2024, down from 3.4% in the fourth quarter of 2023. While one quarter does
not indicate a trend, it is concerning to see such a rapid decline in the pace of U.S. productivity.
I’d like to take a moment to talk about the U.S. consumer. Stubbornly high inflation coupled with increasing consumer debt and rising delinquencies may be a signal that the consumer is weakening. In May 2024, the University of Michigan’s Consumer Sentiment Index fell by 10.5% month-over-month, settling at a five-month low. Data on credit card
debt and delinquency rates show deterioration as well. The Federal Reserve Bank of New York reported that total U.S. credit card debt
stood at $1.12 trillion in the first quarter of 2024. Despite the figure representing a decline of $14 billion on a quarter-over-quarter
basis, delinquency rates are rising. The delinquency rate on credit cards issued by all U.S. commercial banks stood at 3.16%, up from 2.45%
in the first quarter of 2023 and well-above the pre-COVID-19 low of 2.11% set in the first quarter of 2015. Small businesses are struggling
to pay their bills as well. In April 2024, 43% of small business renters were unable to pay their rent on time and in full.
Despite these issues, we remain optimistic regarding the ability of Americans to develop
innovative solutions to complex problems. For example, consider the dramatic developments brought on by Artificial Intelligence
and other technologies such as hybrid and electric vehicles, small modular reactors, innovative treatments for diseases, and vertical
farming; the list goes on and on. American ingenuity knows no bounds. As such, we continue to caution investors against taking an overly
myopic viewpoint when it comes to their allocations. Over time, the U.S. has a proven track record of innovation and growth.
As such, we look forward to what the future holds.
Thank you for giving First Trust the opportunity to play a role in your financial
future. We value our relationship with you and will report on the Fund again in six months.
Chairman of the Board of Trustees
Chief Executive Officer of First Trust Advisors L.P.
First Trust Senior Floating Rate Income Fund II (FCT)
“AT A GLANCE”
As of May 31, 2024 (Unaudited)
|
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Symbol on New York Stock Exchange
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Common Share Net Asset Value (“NAV”)
|
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Premium (Discount) to NAV
|
|
Net Assets Applicable to Common Shares
|
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Current Monthly Distribution per Common Share(1)
|
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Current Annualized Distribution per Common Share
|
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Current Distribution Rate on Common Share Price(2)
|
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Current Distribution Rate on NAV(2)
|
|
Common Share Price & NAV (weekly closing price)
|
|
|
|
|
|
|
Average Annual Total Returns
|
|
|
|
|
Inception (5/25/04)
to 5/31/24
|
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|
|
|
|
|
|
Morningstar® LSTA® US Leveraged
Loan Index
|
|
|
|
|
(1)
Most recent distribution paid through May 31, 2024. Subject to change in the future.
(2)
Distribution rates are calculated by annualizing the most recent distribution paid
through the report date and then dividing by Common Share Price or NAV, as applicable, as of May 31, 2024. Subject to change in the future.
(3)
Total return is based on the combination of reinvested dividend, capital gain and
return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per share for NAV returns and changes in Common
Share Price for market value returns. From inception to October 12, 2010, Four Corners Capital Management, LLC served as the Fund’s sub-advisor. Effective October 12, 2010, the Leveraged Finance Team of First Trust Advisors L.P. assumed the day-to-day responsibility for management of the Fund’s portfolio. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of future results.
First Trust Senior Floating Rate Income Fund II (FCT)
“AT A GLANCE” (Continued)
As of May 31, 2024 (Unaudited)
Credit Quality (S&P Ratings)(4)
|
% of Senior
Loans and other
Debt Securities(5)
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% of Total
Long-Term
Investments(5)
|
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|
Clarivate Analytics PLC (Camelot)
|
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HUB International Limited
|
|
BroadStreet Partners, Inc.
|
|
CCC Intelligent Solutions, Inc.
|
|
|
|
|
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Edelman Financial Engines Center LLC
|
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1011778 BC ULC / New Red Finance, Inc.
|
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IRB Holding Corp. (Arby’s/Inspire Brands)
|
|
|
|
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% of Total
Long-Term
Investments(5)
|
|
|
|
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|
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Hotels, Restaurants & Leisure
|
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Health Care Providers & Services
|
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Commercial Services & Supplies
|
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|
Diversified Telecommunication Services
|
|
Diversified Consumer Services
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|
|
|
Health Care Equipment & Supplies
|
|
Wireless Telecommunication Services
|
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|
|
|
|
|
|
|
|
|
|
Trading Companies & Distributors
|
|
Electronic Equipment, Instruments & Components
|
|
|
|
Consumer Staples Distribution & Retail
|
|
|
|
Construction & Engineering
|
|
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|
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Life Sciences Tools & Services
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|
|
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Amount is less than 0.1%.
|
(4)
The ratings are by S&P Global Ratings except where otherwise indicated. A credit rating
is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations
except for those debt obligations that are only privately rated. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Investment
grade is defined as those issuers that have a long-term credit rating of BBB- or higher. The credit ratings shown relate to the creditworthiness of the
issuers of the underlying securities in the Fund, and not to the Fund or its shares.
Credit ratings are subject to change.
(5)
Percentages are based on long-term positions. Money market funds are excluded.
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Report
May 31, 2024 (Unaudited)
Advisor
The First Trust Advisors L.P. (“First Trust”) Leveraged Finance Team is comprised of 18 experienced investment professionals specializing in below investment grade securities. The team is comprised of portfolio
management, research, trading and operations personnel. As of May 31, 2024, the First Trust Leveraged Finance Team managed or supervised
approximately $6.1 billion in senior secured bank loans and high-yield bonds. These assets are managed across various strategies,
including two closed-end funds, an open-end fund, and five exchange-traded funds on behalf of retail and institutional
clients.
Portfolio Management Team
William Housey, CFA - Managing Director of Fixed Income, Senior Portfolio Manager
Jeffrey Scott, CFA - Senior Vice President, Portfolio Manager
First Trust Senior Floating Rate Income Fund II
The primary investment objective of the First Trust Senior Floating Rate Income Fund II (the “Fund”) is to seek a high level of current income. As a secondary objective, the Fund attempts to preserve capital. The Fund
pursues its investment objectives by investing primarily in a portfolio of senior secured floating-rate corporate loans (“Senior Loans”). Under normal market conditions, the Fund invests at least 80% of its Managed Assets in a diversified portfolio of Senior Loans. It is anticipated that at least 80% of the Fund’s Managed Assets are invested in lower grade debt instruments, although from time to time all of the Fund’s Managed Assets may be invested in such lower grade debt instruments. “Managed Assets” means the total asset value of the Fund minus the sum of its liabilities, other than the principal amount of borrowings. There can be no assurance
that the Fund will achieve its investment objectives. Investing in Senior Loans involves credit risk and, during periods of
generally declining credit quality, it may be particularly difficult for the Fund to achieve its secondary investment objective.
The Fund may not be appropriate for all investors.
During the twelve-month period ended May 31, 2024, the market remained largely focused on the Federal Reserve’s (the “Fed”) resolve against lingering inflation and the ensuing interest rate volatility. At the
first Fed meeting of the period, in June of 2023, the Fed held the target terminal Federal Funds rate steady at 5.00-5.25%, despite inflation
remaining well above its 2.00% target. While this may have excited markets, the target rate remained 500 basis points (“bps”) higher than it was in March of 2022 when the Fed first embarked on its tightening regime. Further, at the end of the third quarter of 2023,
the 2-year/10-year U.S. Treasury yield curve, which inverted in July of 2022, remained inverted by 106 bps, marking its steepest inversion
since the 1980s. Despite the inversion of the yield curve, as the S&P 500® Index hovered near 4,500, nearly 1,000 bps higher than its bottom in October of 2022,
the market seemed convinced of a soft landing, perhaps forgetting that equity highs often occur
closely before recessions. Notably, it is not out of context with history to have a surge in soft landing conviction before the economy
begins to weaken. At the end of the third quarter of 2023, the real 10-Year U.S. Treasury yield was 2.23%. Prior to the Global Financial
Crisis in 2008/2009, the real 10-Year U.S. Treasury yield peaked at 2.82%. In effect, higher real rates have historically resulted in
drags on the overall business cycle.
As the fourth quarter of 2023 arrived, the U.S. Treasury market traded with renewed
volatility on the back of a hawkish Fed meeting in September, strong third quarter gross domestic product growth, and growing concerns over the U.S. government’s budget deficit. At the Fed’s December policy meeting, Chairman Jerome Powell’s public discourse around monetary policy decidedly shifted as he abandoned the “higher for longer” rate regime in favor of a “peak rate” regime, indicating the unlikelihood of future interest rate hikes. Powell’s shift was both overt and abrupt, marked by rallying equity markets and plummeting interest rates as the bond market quickly priced in approximately 150 bps of rate cuts in 2024. The market’s premature and overzealous assessment stood in stark contrast to the Fed’s very own forecast of just three interest rate cuts of 25 bps each in 2024. However, at the Fed’s March 2024 meeting, as the Fed reiterated its expectation for three interest rate cuts in the current year after
strong economic growth and sticky inflation colored the first quarter of 2024, bond investors reduced their expectations for additional cuts, ultimately aligning the market’s expectations with those of the Fed. Further, the Fed had acknowledged that current interest rates were
sufficiently restrictive; said differently, the Fed did not appear inclined to support a significant increase in real interest rates from
existing levels for fear of spurring a significant economic slowdown. Rather, the Fed has indicated its intent to hold rates at current
levels for longer than originally expected.
The 10-Year U.S. Treasury yield (rates) increased from 3.88% at 2023 year-end to 4.20%
at the end of the first quarter of 2024. The 10-Year U.S. Treasury yielded 4.50% at the end of the reporting period on May 31,
2024. For the twelve-month period ended May 31, 2024, investment grade corporate bonds returned 4.67%, senior loans returned 13.23%,
and high yield corporate bonds returned 11.18%. The S&P 500® Index returned 28.19%.
Portfolio Commentary (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Report
May 31, 2024 (Unaudited)
Senior Loan Market
Senior loan spreads over the 3-month United States Secured Overnight Financing Rate (SOFR) decreased 157 basis points (“bps”) in the twelve-month period ended May 31, 2024 to S+451 bps. The current spread is 66 bps below the senior loan market’s long-term average spread of S+517 bps (December 1997 – May 2024)(1). Loan fund inflows totaled $11.20 billion over the last twelve-month (“LTM”) period(2).
In the LTM period, higher quality BB rated senior loans returned 10.74%, underperforming
single-B rated senior loans (+14.48%) and CCC rated senior loans (+17.25%). The average price of senior loans in the market
increased from $92.89 at the beginning of the period to $96.93 at the end of the period.
High-yield bond spreads over U.S. Treasuries decreased 151 bps in the twelve-month
period ended May 31, 2024 to T+320 bps. The current spread is 223 bps below the high-yield bond market’s long-term average spread over U.S. Treasuries of T+543 bps (December 1997 – May 2024)(1). High-yield bond inflows totaled $8.6 billion in the LTM period(2).
In the LTM period, higher quality BB rated high-yield bonds returned 9.79%, underperforming
single-B rated bonds (+11.30%) and CCC rated bonds (+16.25%). The average price of high-yield bonds in the market increased
from $87.48 at the beginning of the period to $92.54 at the end of the period.
In the twelve-month period ended May 31, 2024, default rates decreased within the
high-yield bond and senior loan markets, as measured by the JP Morgan High-Yield Bond Universe and the Morningstar® LSTA® US Leveraged Loan Index, respectively. The LTM default rate within the high-yield bond market decreased from 1.49% at the beginning
of the period to 1.25% at end of the period(2). The LTM default rate within the senior loan market decreased from 1.58% at the beginning
of the period to 1.08% at the end of the period(1). The default rates in both the high-yield bond market and the senior loan market
are below the long-term average default rates of 2.96% and 2.67%, respectively(1)(2).
(1)
Source: Bloomberg. Performance of senior loans and high-yield bonds are based on the
Morningstar® LSTA® U.S. Leveraged Loan Index and ICE BofA U.S. High Yield Constrained Index, respectively.
(2)
Source: J.P. Morgan High Yield Bond and Leveraged Loan Market Monitor.
Portfolio Commentary (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Report
May 31, 2024 (Unaudited)
Performance Analysis
|
|
Average Annual Total Returns
|
|
|
|
|
Inception (5/25/04)
to 5/31/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morningstar® LSTA® US Leveraged
Loan Index
|
|
|
|
|
Performance figures assume reinvestment of all distributions and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. An index is a statistical composite that tracks a specified financial market or sector. Unlike the Fund, the index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by the Fund. These expenses negatively impact the performance of the Fund. The Fund’s past performance does not predict future performance.
During the twelve-month period ended May 31, 2024, the Fund generated a net asset value (“NAV”) return(3) of 12.96% and a market price return(3) of 22.93%. This compares to the Morningstar® LSTA® US Leveraged Loan Index’s (the “Index”) return of 13.23% over the same period.
The Fund’s discount to NAV tightened 769 bps from one year ago. At the start of the period, the Fund’s market price traded at a 12.77% discount to NAV; by the end of the period, the Fund’s market price traded at a 5.08% discount to NAV.
The Fund’s strategic use of leverage was the largest positive driver of performance relative to that of the Index over the LTM period. The Fund tactically deployed leverage throughout the reporting period, beginning the
period with leverage of 14.43% of adjusted net assets (net assets plus borrowings) and ending the period with leverage of 9.76%.
With respect to industries, the Fund benefitted from its security selection within the Financial Services and Telecommunication Services
industries(4). Conversely, the Fund’s overweight to the Healthcare Equipment and Supplies and Software & Services industries detracted from performance. While the Fund’s allocation to these industries generated strong positive performance, it lagged that of the Index. From a ratings perspective, the Fund’s exposure to high quality assets in the BBB rated and BB rated portions of the market detracted
from performance as lower quality assets outperformed throughout the reporting period. However, we expect the Fund’s defensive positioning to serve it well over time. The Fund’s security selection within the B rated portion of the market detracted from performance despite generating strong positive returns as those returns lagged those of the Index. Throughout the reporting period,
the Fund tactically reduced its allocation to bonds from 7.6% of total investments at the beginning of the period to 4.3% at the end of
the period. While still generating a strong positive return, the Fund’s allocation to bonds detracted from performance as senior loans outperformed throughout the reporting period.
(3)
Total return is based on the combination of reinvested dividend, capital gain and
return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per share for NAV returns and changes in Common
Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year.
(4)
Industry classifications for performance attribution are based on the Morningstar® LSTA® US Leveraged Loan Index’s GICS Industry Group.
Portfolio Commentary (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Report
May 31, 2024 (Unaudited)
The Fund has a practice of seeking to maintain relatively stable monthly distribution,
which may be changed at any time. The practice has no impact on the Fund’s investment strategy and may reduce the Fund’s NAV. However, the Advisor believes the practice helps maintain the Fund’s competitiveness and may benefit the Fund’s market price and premium/discount to the Fund’s NAV. The monthly distribution rate was $0.0970 throughout the period. At the $0.0970 per share monthly
distribution rate, the annualized distribution rate at May 31, 2024 was 10.55% based on NAV and 11.12% based on market price. For the
twelve-month period ended May 31, 2024, 77.98% of the distributions were characterized as ordinary income and 22.02% of the
distributions were characterized as return of capital. The final determination of the source and tax status of all 2024 distributions
will be made after the end of 2024 and will be provided on Form 1099-DIV. The foregoing is not to be construed as tax advice. Please
consult your tax advisor for further information regarding tax matters.
Over two years have passed since the Fed’s first interest rate hike of this cycle, and roughly 10 months have now passed since the Fed’s last interest rate hike. While interest rates have indeed remained higher for longer,
interest rate volatility has declined as the Fed has shifted from an “increasing rate regime” to a “peak rate regime.” Importantly, lower interest rate volatility should result in calmer water for bond investors. In our opinion, the market’s interest rate expectations now appear reasonable, real rates are sufficient for the current inflation environment, and interest volatility is declining. Further, the yield of today’s bond market, coupled with its current convexity, offer additional protection to investors. We continue to favor defensive
positioning in corporations that exhibit lower cyclicality as we trade the business cycle. In this environment of widespread uncertainty,
we remain focused on our detailed credit underwriting process and disciplined approach to risk management.
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments
May 31, 2024
|
|
|
|
|
SENIOR FLOATING-RATE LOAN INTERESTS (c) – 107.3%
|
|
Aerospace & Defense – 1.5%
|
|
|
|
|
Transdigm, Inc., Term Loan J, 3 Mo. CME Term SOFR + 2.50%,
0.00% Floor
|
|
|
|
|
Transdigm, Inc., Term Loan K, 3 Mo. CME Term SOFR + 2.75%,
0.00% Floor
|
|
|
|
|
|
|
|
Alternative Carriers – 0.7%
|
|
|
|
|
Level 3 Financing, Inc., Term Loan B1, 1 Mo. CME Term SOFR +
6.56%, 0.00% Floor
|
|
|
|
|
Application Software – 17.4%
|
|
|
|
|
Applied Systems, Inc., 2024 Term Loan, 3 Mo. CME Term SOFR
+ 3.50%, 0.00% Floor
|
|
|
|
|
CCC Intelligent Solutions, Inc., Term Loan B, 1 Mo. CME Term
SOFR + CSA + 2.25%, 0.50% Floor
|
|
|
|
|
ConnectWise LLC, Term Loan B, 3 Mo. CME Term SOFR + CSA
+ 3.50%, 0.50% Floor
|
|
|
|
|
Epicor Software Corp., Term Loan B, 1 Mo. CME Term SOFR +
3.25%, 0.75% Floor
|
|
|
|
|
Gainwell Acquisition Corp. (fka Milano), Term Loan B, 3 Mo.
CME Term SOFR + CSA + 4.00%, 0.75% Floor
|
|
|
|
|
Genesys Cloud Services Holding II LLC (f/k/a Greeneden), 2024
Incremental Term Loan, 1 Mo. CME Term SOFR + CSA +
3.75%, 0.75% Floor
|
|
|
|
|
Genesys Cloud Services Holding II LLC (f/k/a Greeneden), Term
Loan B, 1 Mo. CME Term SOFR + 3.50%, 0.75% Floor
|
|
|
|
|
Informatica Corp., Initial Term Loan B, 1 Mo. CME Term SOFR +
CSA + 2.75%, 0.00% Floor
|
|
|
|
|
Internet Brands, Inc. (Web MD/MH Sub I. LLC), 2023 New Term
Loan B, 1 Mo. CME Term SOFR + 4.25%, 0.50% Floor
|
|
|
|
|
Internet Brands, Inc. (Web MD/MH Sub I. LLC), 2nd Lien Term
Loan, 1 Mo. CME Term SOFR + 6.25%, 0.00% Floor
|
|
|
|
|
ION Trading Technologies Ltd., Term Loan B, 3 Mo. CME Term
SOFR + CSA + 4.00%, 0.00% Floor
|
|
|
|
|
LogMeIn, Inc. (GoTo Group, Inc.), First Lien First Out TL, 1 Mo.
CME Term SOFR + CSA + 4.75%, 0.00% Floor
|
|
|
|
|
LogMeIn, Inc. (GoTo Group, Inc.), First Lien Second Out TL, 1
Mo. CME Term SOFR + CSA + 4.75%, 0.00% Floor
|
|
|
|
|
McAfee Corp. (Condor Merger Sub, Inc.), Term Loan B, 1 Mo.
CME Term SOFR + 3.25%, 0.50% Floor
|
|
|
|
|
N-Able, Inc., Term Loan B, 3 Mo. CME Term SOFR + CSA +
2.75%, 0.50% Floor
|
|
|
|
|
Open Text Corp. (GXS), 2024 Term Loan B, 1 Mo. CME Term
SOFR + 2.25%, 0.50% Floor
|
|
|
|
|
PowerSchool Holdings, Inc. (Severin), Extended Term Loan, 3 Mo.
CME Term SOFR + 3.00%, 0.00% Floor
|
|
|
|
|
Qlik Technologies (Project Alpha Intermediate Holding, Inc.), 2024
Refi Term Loan B, 2 Mo. CME Term SOFR + 3.75%, 0.50%
Floor
|
|
|
|
|
RealPage, Inc., Term Loan B, 1 Mo. CME Term SOFR + CSA +
3.00%, 0.50% Floor
|
|
|
|
|
SolarWinds Holdings, Inc., 2024 Refi Term Loan, 1 Mo. CME
Term SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
Solera Holdings, Inc. (Polaris Newco), Term Loan B, 3 Mo. CME
Term SOFR + CSA + 4.00%, 0.50% Floor
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
|
|
|
|
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
|
|
Application Software (Continued)
|
|
|
|
|
Ultimate Kronos Group (UKG, Inc.), 2024 Term Loan B, 1 Mo.
CME Term SOFR + 3.50%, 0.00% Floor
|
|
|
|
|
Veeam Software Holdings Ltd. (VS Buyer LLC), 2024 Initial Term
Loan, 1 Mo. CME Term SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
|
|
|
Asset Management & Custody Banks – 2.5%
|
|
|
|
|
Alter Domus (Chrysaor Bidco SARL), Term Loan B, 1 Mo. CME
Term SOFR + 3.50%, 0.50% Floor
|
|
|
|
|
Edelman Financial Engines Center LLC, Refinanced Second Lien
Term Loan, 1 Mo. CME Term SOFR + 5.25%, 0.00% Floor
|
|
|
|
|
Edelman Financial Engines Center LLC, Term Loan B, 1 Mo.
CME Term SOFR + CSA + 3.50%, 0.75% Floor
|
|
|
|
|
|
|
|
Automotive Parts & Equipment – 1.4%
|
|
|
|
|
Caliber Collision (Wand NewCo 3, Inc.), Term Loan B, 1 Mo.
CME Term SOFR + 3.75%, 0.00% Floor
|
|
|
|
|
Clarios Global, L.P. (Power Solutions), 2024 Refi Term Loan B, 1
Mo. CME Term SOFR + 3.00%, 0.00% Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
Les Schwab Tire Centers (LS Group OpCo Acq. LLC), Term B
Loan, 1 Mo. CME Term SOFR + 3.00%, 0.00% Floor
|
|
|
|
|
Mavis Tire Express Services Topco Corp., 2024 Term Loan B, 1
Mo. CME Term SOFR + 3.75%, 0.75% Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
E.W. Scripps Co., Tranche B-3 Term Loan, 1 Mo. CME Term
SOFR + CSA + 3.00%, 0.75% Floor
|
|
|
|
|
Gray Television, Inc., Term Loan E, 1 Mo. CME Term SOFR +
CSA + 2.50%, 0.00% Floor
|
|
|
|
|
iHeartCommunications, Inc., Second Amendment Incremental Term
Loan B, 1 Mo. CME Term SOFR + CSA + 3.25%, 0.50% Floor
|
|
|
|
|
Nexstar Media, Inc., Incremental Term Loan B-4, 1 Mo. CME
Term SOFR + CSA + 2.50%, 0.00% Floor
|
|
|
|
|
Univision Communications, Inc., 2021 Replacement New First
Lien Term Loan, 1 Mo. CME Term SOFR + CSA + 3.25%,
0.75% Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
Hunter Douglas, Inc. (Solis), Term Loan B, 3 Mo. CME Term
SOFR + 3.50%, 0.50% Floor
|
|
|
|
|
Miter Brands Acq. Holdco, Inc. (MIWD), 2024 Incremental Term
Loan, 1 Mo. CME Term SOFR + 3.50%, 0.00% Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
Charter Communications Operating LLC, Term Loan B4, 3 Mo.
CME Term SOFR + 2.00%, 0.00% Floor
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
|
|
|
|
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
|
|
|
|
|
|
|
Caesars Entertainment, Inc. (f/k/a Eldorado Resorts), 2024 Term
Loan B-1, 3 Mo. CME Term SOFR + 2.75%, 0.50% Floor
|
|
|
|
|
Golden Nugget, Inc. (Fertitta Entertainment LLC), 2024 Refi Term
Loan, 1 Mo. CME Term SOFR + 3.75%, 0.50% Floor
|
|
|
|
|
Scientific Games Holdings, L.P. (Scientific Games Lottery), Initial
Dollar Term Loan, 2 Mo. CME Term SOFR + 3.25%, 0.50%
Floor
|
|
|
|
|
Scientific Games Holdings, L.P. (Scientific Games Lottery), Initial
Dollar Term Loan, 3 Mo. CME Term SOFR + 3.25%, 0.50%
Floor
|
|
|
|
|
|
|
|
Commercial Printing – 1.2%
|
|
|
|
|
Multi-Color Corp. (LABL, Inc.), Initial Dollar Term Loan, 1 Mo.
CME Term SOFR + CSA + 5.00%, 0.50% Floor
|
|
|
|
|
Construction & Engineering – 0.2%
|
|
|
|
|
APi Group DE, Inc., Term Loan B, 1 Mo. CME Term SOFR +
2.00%, 0.00% Floor
|
|
|
|
|
Diversified Support Services – 0.6%
|
|
|
|
|
Consilio (Skopima Consilio Parent LLC), Initial Term Loan, 1 Mo.
CME Term SOFR + CSA + 4.00%, 0.50% Floor
|
|
|
|
|
Education Services – 1.2%
|
|
|
|
|
Ascensus Holdings, Inc. (Mercury), First Lien Term Loan, 1 Mo.
CME Term SOFR + CSA + 3.50%, 0.50% Floor
|
|
|
|
|
Electronic Equipment & Instruments – 0.7%
|
|
|
|
|
Chamberlain Group, Inc. (Chariot), Term Loan B, 1 Mo. CME
Term SOFR + CSA + 3.25%, 0.50% Floor
|
|
|
|
|
Verifone Systems, Inc., Term Loan B, 3 Mo. CME Term SOFR +
CSA + 4.00%, 0.00% Floor
|
|
|
|
|
|
|
|
Environmental & Facilities Services – 1.2%
|
|
|
|
|
Allied Universal Holdco LLC, Term Loan B, 1 Mo. CME Term
SOFR + CSA + 3.75%, 0.50% Floor
|
|
|
|
|
GFL Environmental, Inc., 2023 Refinancing Term Loan, 3 Mo.
CME Term SOFR + 2.50%, 0.50% Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
US Foods, Inc., Incremental B-2019 Term Loan, 1 Mo. CME Term
SOFR + CSA + 2.00%, 0.00% Floor
|
|
|
|
|
Health Care Facilities – 4.0%
|
|
|
|
|
Ardent Health Services, Inc. (AHP Health Partners, Inc.), Term
Loan B, 1 Mo. CME Term SOFR + CSA + 3.50%, 0.50% Floor
|
|
|
|
|
Gentiva Health Services, Inc. (Kindred at Home/Charlotte Buyer),
Initial Term B Loan, 1 Mo. CME Term SOFR + 5.25%, 0.50%
Floor
|
|
|
|
|
IVC Evidensia (IVC Acquisition Midco Ltd.), Facility B9, 3 Mo.
CME Term SOFR + 5.50%, 0.50% Floor
|
|
|
|
|
Select Medical Corp., Tranche B-1, 1 Mo. CME Term SOFR +
3.00%, 0.00% Floor
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
|
|
|
|
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
|
|
Health Care Facilities (Continued)
|
|
|
|
|
Southern Veterinary Partners LLC, 2024 Term Loan B, 1 Mo. CME
Term SOFR + 3.75%, 1.00% Floor
|
|
|
|
|
|
|
|
Health Care Services – 3.5%
|
|
|
|
|
Agiliti Health, Inc. (Universal Hospital Services), Term Loan B, 3
Mo. CME Term SOFR + 3.00%, 0.00% Floor
|
|
|
|
|
CHG Healthcare Services, Inc., Term Loan B, 1 Mo. CME Term
SOFR + CSA + 3.25%, 0.50% Floor
|
|
|
|
|
DaVita, Inc., Tranche B-1 Term Loan, 1 Mo. CME Term SOFR +
CSA + 1.75%, 0.00% Floor
|
|
|
|
|
ExamWorks Group, Inc. (Electron Bidco), Term Loan B, 1 Mo.
CME Term SOFR + CSA + 3.00%, 0.50% Floor
|
|
|
|
|
Radnet Management, Inc., Initial Term Loan B, 3 Mo. CME Term
SOFR + 2.50%, 0.00% Floor
|
|
|
|
|
Surgery Centers Holdings, Inc., Term Loan B, 1 Mo. CME Term
SOFR + 3.50%, 0.00% Floor
|
|
|
|
|
|
|
|
Health Care Supplies – 1.7%
|
|
|
|
|
Medline Borrower, L.P. (Mozart), 2024 Refi Term Loan B, 1 Mo.
CME Term SOFR + CSA + 2.75%, 0.50% Floor
|
|
|
|
|
Health Care Technology – 9.5%
|
|
|
|
|
athenahealth, Inc. (Minerva Merger Sub, Inc.), Term Loan B, 1
Mo. CME Term SOFR + 3.25%, 0.50% Floor
|
|
|
|
|
Clario (fka eResearch Technology, Inc.), Term Loan B, 1 Mo. CME
Term SOFR + 4.00%, 1.00% Floor
|
|
|
|
|
Datavant Group (fka Ciox) (CT Technologies Intermediate
Holdings, Inc.), New Term Loan B, 1 Mo. CME Term SOFR +
CSA + 4.25%, 0.75% Floor
|
|
|
|
|
Ensemble RCM LLC (Ensemble Health), 2024 Refi Loan, 3 Mo.
CME Term SOFR + 3.00%, 0.00% Floor
|
|
|
|
|
Mediware (Wellsky/Project Ruby Ultimate Parent Corp.), 2024
Incremental Term Loan, 1 Mo. CME Term SOFR + CSA +
3.50%, 0.00% Floor
|
|
|
|
|
Mediware (Wellsky/Project Ruby Ultimate Parent Corp.), Term
Loan B, 1 Mo. CME Term SOFR + CSA + 3.25%, 0.75% Floor
|
|
|
|
|
R1 RCM Holdco, Inc., Term Loan B, 1 Mo. CME Term SOFR +
3.00%, 0.50% Floor
|
|
|
|
|
Verscend Technologies, Inc. (Cotiviti), Floating Rate Loan, 3 Mo.
CME Term SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
Waystar Technologies, Inc., 2024 Refi Term Loan, 1 Mo. CME
Term SOFR + 4.00%, 0.00% Floor
|
|
|
|
|
WS Audiology (Auris Lux III SARL), USD Term Loan B, 6 Mo.
CME Term SOFR + 4.25%, 0.00% Floor
|
|
|
|
|
Zelis Payments Buyer, Inc., Term Loan B-2, 1 Mo. CME Term
SOFR + 2.75%, 0.00% Floor
|
|
|
|
|
|
|
|
Hotels, Resorts & Cruise Lines – 0.3%
|
|
|
|
|
Alterra Mountain Company, Term Loan B, 1 Mo. CME Term
SOFR + 3.25%, 0.00% Floor
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
|
|
|
|
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
|
|
Hotels, Resorts & Cruise Lines (Continued)
|
|
|
|
|
Wyndham Hotels & Resorts, Inc., 2024 Refi Term Loan, 1 Mo.
CME Term SOFR + 1.75%, 0.00% Floor
|
|
|
|
|
|
|
|
Industrial Machinery & Supplies & Components – 1.3%
|
|
|
|
|
Filtration Group Corp., 2021 Incremental Term Loan B, 1 Mo.
CME Term SOFR + CSA + 3.50%, 0.50% Floor
|
|
|
|
|
Gates Global LLC, Term Loan B-5, 1 Mo. CME Term SOFR +
2.25%, 0.50% Floor
|
|
|
|
|
Madison IAQ LLC, Initial Term Loan, 1 Mo. CME Term SOFR +
2.75%, 0.50% Floor
|
|
|
|
|
TK Elevator Newco GMBH (Vertical U.S. Newco, Inc.), 2024
USD Refi Loan, 3 Mo. CME Term SOFR + 3.50%, 0.50% Floor
|
|
|
|
|
|
|
|
Insurance Brokers – 18.8%
|
|
|
|
|
Alliant Holdings I LLC, Term Loan B-6, 1 Mo. CME Term SOFR
+ 3.50%, 0.50% Floor
|
|
|
|
|
Amwins Group, Inc., Term Loan B, 1 Mo. CME Term SOFR +
CSA + 2.25%, 0.75% Floor
|
|
|
|
|
AssuredPartners, Inc., 2024 Term Loan B5, 1 Mo. CME Term
SOFR + 3.50%, 0.50% Floor
|
|
|
|
|
Baldwin Insurance Group Holdings LLC, Term Loan B, 1 Mo.
CME Term SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
BroadStreet Partners, Inc., Term Loan B-4, 1 Mo. CME Term
SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
HUB International Ltd., 2024 Refi Term Loan B, 1 Mo. CME
Term SOFR + 3.25%, 0.75% Floor
|
|
|
|
|
HUB International Ltd., 2024 Refi Term Loan B, 3 Mo. CME
Term SOFR + 3.25%, 0.75% Floor
|
|
|
|
|
Hyperion Insurance Group Ltd. (aka - Howden Group), 2023 USD
Term Loan, 1 Mo. CME Term SOFR + 4.00%, 0.50% Floor
|
|
|
|
|
IMA Financial Group, Inc., 2024 Refi Term Loan B, 1 Mo. CME
Term SOFR + 3.25%, 0.50% Floor
|
|
|
|
|
OneDigital Borrower LLC, Term Loan B, 1 Mo. CME Term SOFR
+ CSA + 4.25%, 0.50% Floor
|
|
|
|
|
Ryan Specialty Group LLC, 2024 Term Loan, 1 Mo. CME Term
SOFR + 2.75%, 0.75% Floor
|
|
|
|
|
Truist Insurance Holdings LLC (McGriff/Panther Escrow), Second
Lien Term Loan, 2 Mo. CME Term SOFR + 4.75%, 0.00% Floor
|
|
|
|
|
Truist Insurance Holdings LLC (McGriff/Panther Escrow), Term
Loan B, 2 Mo. CME Term SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
USI, Inc., 2029 Term Loan B, 1 Mo. CME Term SOFR + 2.75%,
0.00% Floor
|
|
|
|
|
USI, Inc., 2030 Term Loan B, 1 Mo. CME Term SOFR + 2.75%,
0.00% Floor
|
|
|
|
|
|
|
|
Integrated Telecommunication Services – 1.6%
|
|
|
|
|
Numericable (Altice France SA or SFR), Term Loan B-11, 3 Mo.
Synthetic USD LIBOR + 2.75%, 0.00% Floor
|
|
|
|
|
Numericable (Altice France SA or SFR), Term Loan B-12, 3 Mo.
Synthetic USD LIBOR + 3.69%, 0.00% Floor
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
|
|
|
|
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
|
|
Integrated Telecommunication Services (Continued)
|
|
|
|
|
Zayo Group Holdings, Inc., Incremental Term Loan B-2, 1 Mo.
CME Term SOFR + 4.25%, 0.50% Floor
|
|
|
|
|
|
|
|
IT Consulting & Other Services – 0.2%
|
|
|
|
|
CDK Global, Inc.(Central Parent, Inc.), Term Loan B, 3 Mo. CME
Term SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
|
|
|
|
|
Amer Sports Company, Initial Term Loan B, 3 Mo. CME Term
SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
Metal, Glass & Plastic Containers – 1.6%
|
|
|
|
|
Berlin Packaging LLC, Term Loan B-7, 1 Mo. CME Term SOFR +
CSA + 3.75%, 0.00% Floor
|
|
|
|
|
ProAmpac PG Borrower LLC, 2024 Refi Term Loan B, 3 Mo.
CME Term SOFR + 4.00%, 0.75% Floor
|
|
|
|
|
Tekni-Plex (Trident TPI Holdings, Inc.), Tranche B-6 Term Loan, 3
Mo. CME Term SOFR + 4.00%, 0.50% Floor
|
|
|
|
|
TricorBraun, Inc., Initial Term Loan, 1 Mo. CME Term SOFR +
CSA + 3.25%, 0.50% Floor
|
|
|
|
|
|
|
|
Other Diversified Financial Services – 0.5%
|
|
|
|
|
Worldpay (GTCR W Merger Sub LLC/Boost Newco LLC), Initial
USD Term Loan, 3 Mo. CME Term SOFR + 3.00%, 0.50% Floor
|
|
|
|
|
Other Specialty Retail – 0.7%
|
|
|
|
|
Petco Health and Wellness Company, Inc., Initial Term Loan B, 3
Mo. CME Term SOFR + CSA + 3.25%, 0.75% Floor
|
|
|
|
|
Packaged Foods & Meats – 0.9%
|
|
|
|
|
Nomad Foods Ltd., Term Loan B-5, 6 Mo. CME Term SOFR +
2.50%, 0.50% Floor
|
|
|
|
|
Shearer’s Foods LLC (Fiesta Purchaser, Inc.), Initial Term Loan B,
1 Mo. CME Term SOFR + 4.00%, 0.00% Floor
|
|
|
|
|
Utz Quality Foods LLC, 2024 Refi Term Loan B, 1 Mo. CME
Term SOFR + 2.75%, 0.00% Floor
|
|
|
|
|
|
|
|
Paper & Plastic Packaging Products & Materials – 3.3%
|
|
|
|
|
Graham Packaging Company, L.P., Term Loan B, 1 Mo. CME
Term SOFR + CSA + 3.00%, 0.75% Floor
|
|
|
|
|
Pactiv LLC/Evergreen Packaging LLC (fka Reynolds Group
Holdings), 2024 Refi Term Loan B-4, 1 Mo. CME Term SOFR +
2.50%, 0.00% Floor
|
|
|
|
|
Veritiv Corp. (Verde Purchaser LLC), Term Loan B, 3 Mo. CME
Term SOFR + 5.00%, 0.00% Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
Parexel International Corp. (Phoenix Newco), First Lien Term
Loan, 1 Mo. CME Term SOFR + CSA + 3.25%, 0.50% Floor
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
|
|
|
|
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
|
|
Property & Casualty Insurance – 1.6%
|
|
|
|
|
Sedgwick Claims Management Services, Inc., 2023 Term Loan B,
1 Mo. CME Term SOFR + 3.75%, 0.00% Floor
|
|
|
|
|
Research & Consulting Services – 7.3%
|
|
|
|
|
AlixPartners, LLP, Term Loan B, 1 Mo. CME Term SOFR + CSA
+ 2.50%, 0.50% Floor
|
|
|
|
|
Clarivate Analytics PLC (Camelot), 2024 Term Loan B, 1 Mo.
CME Term SOFR + 2.75%, 0.00% Floor
|
|
|
|
|
Dun & Bradstreet Corp., 2024 Refi Term Loan, 1 Mo. CME Term
SOFR + 2.75%, 0.00% Floor
|
|
|
|
|
Grant Thornton Advisors LLC, Term Loan B, 3 Mo. CME Term
SOFR + 3.25%, 0.00% Floor
|
|
|
|
|
J.D. Power (Project Boost Purchaser LLC), 2021 Incremental Term
Loan B, 1 Mo. CME Term SOFR + CSA + 3.50%, 0.50% Floor
|
|
|
|
|
J.D. Power (Project Boost Purchaser LLC), 2021 Incremental Term
Loan B, 3 Mo. CME Term SOFR + CSA + 3.50%, 0.50% Floor
|
|
|
|
|
J.D. Power (Project Boost Purchaser LLC), Term Loan B, 1 Mo.
CME Term SOFR + CSA + 3.50%, 0.00% Floor
|
|
|
|
|
Veritext Corp. (VT TopCo, Inc.), Initial Term Loan B, 1 Mo. CME
Term SOFR + 3.50%, 0.50% Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
1011778 B.C. Unlimited Liability Company (Restaurant Brands)
(aka Burger King/Tim Horton’s), Term B-5 Loan, 1 Mo. CME
Term SOFR + 2.25%, 0.00% Floor
|
|
|
|
|
IRB Holding Corp. (Arby’s/Inspire Brands), 2024 Replacement
Term Loan B, 1 Mo. CME Term SOFR + CSA + 2.75%, 0.75%
Floor
|
|
|
|
|
Whatabrands LLC, 2024 Refi Term Loan B, 1 Mo. CME Term
SOFR + 2.75%, 0.50% Floor
|
|
|
|
|
|
|
|
Security & Alarm Services – 1.6%
|
|
|
|
|
Garda World Security Corp., 2024 Refi Term Loan, 3 Mo. CME
Term SOFR + 4.25%, 0.00% Floor
|
|
|
|
|
Specialized Consumer Services – 0.9%
|
|
|
|
|
Mister Car Wash Holdings, Inc., 2024 Refinancing Term Loan, 1
Mo. CME Term SOFR + 3.00%, 0.00% Floor
|
|
|
|
|
Specialized Finance – 0.6%
|
|
|
|
|
Creative Planning Group (CPI Holdco), Initial Term Loan, 1 Mo.
CME Term SOFR + 2.00%, 0.00% Floor
|
|
|
|
|
Radiate Holdco LLC (Astound), Amendment No. 6 Term Loan, 1
Mo. CME Term SOFR + CSA + 3.25%, 0.75% Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
Gen Digital, Inc. (fka NortonLifeLock, Inc.), Term Loan B, 1 Mo.
CME Term SOFR + CSA + 2.00%, 0.50% Floor
|
|
|
|
|
Idera, Inc., Initial Term Loan, 3 Mo. CME Term SOFR + CSA +
3.75%, 0.75% Floor
|
|
|
|
|
Proofpoint, Inc., 2024 Refi Term Loan, 1 Mo. CME Term SOFR +
3.00%, 0.50% Floor
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
|
|
|
|
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
|
|
Systems Software (Continued)
|
|
|
|
|
SS&C Technologies Holdings, Inc., Term Loan B8, 1 Mo. CME
Term SOFR + 2.00%, 0.00% Floor
|
|
|
|
|
SUSE (Marcel Bidco LLC), 2024 Refi Term Loan B, Daily CME
Term SOFR + 4.00%, 0.50% Floor
|
|
|
|
|
|
|
|
Trading Companies & Distributors – 0.8%
|
|
|
|
|
SRS Distribution, Inc., 2021 Refinancing Term Loan, 1 Mo. CME
Term SOFR + CSA + 3.50%, 0.50% Floor
|
|
|
|
|
SRS Distribution, Inc., 2022 Refinancing Term Loan, 1 Mo. CME
Term SOFR + CSA + 3.25%, 0.50% Floor
|
|
|
|
|
|
|
|
Wireless Telecommunication Services – 1.6%
|
|
|
|
|
SBA Senior Finance II LLC, 2024 Refi Term Loan B, 1 Mo. CME
Term SOFR + 2.00%, 0.00% Floor
|
|
|
|
|
Total Senior Floating-Rate Loan Interests
|
|
|
|
|
|
|
|
|
|
|
|
CORPORATE BONDS AND NOTES (c) – 4.2%
|
|
Application Software – 0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iHeartCommunications, Inc. (d)
|
|
|
|
|
|
|
|
|
|
Sirius XM Radio, Inc. (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
CCO Holdings LLC / CCO Holdings Capital Corp. (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fertitta Entertainment LLC / Fertitta Entertainment Finance Co.,
Inc. (d)
|
|
|
|
|
VICI Properties, L.P. / VICI Note Co., Inc. (d)
|
|
|
|
|
|
|
|
Health Care Supplies – 0.1%
|
|
|
|
|
Medline Borrower, L.P. / Medline Co-Issuer, Inc. (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boxer Parent Co., Inc. (d)
|
|
|
|
|
Total Corporate Bonds and Notes
|
|
|
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
|
|
|
|
FOREIGN CORPORATE BONDS AND NOTES (c) – 0.6%
|
|
Application Software – 0.0%
|
|
|
|
|
|
|
|
|
|
Environmental & Facilities Services – 0.6%
|
|
|
|
|
GFL Environmental, Inc. (d)
|
|
|
|
|
GFL Environmental, Inc. (d)
|
|
|
|
|
|
|
|
Total Foreign Corporate Bonds and Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life Sciences Tools & Services – 0.0%
|
|
|
New Millennium Holdco, Inc., Corporate Claim Trust, no expiration date (g) (h) (i)
(j)
|
|
|
New Millennium Holdco, Inc., Lender Claim Trust, no expiration date (g) (h) (i) (j)
|
|
|
|
|
|
|
|
|
Total Investments – 112.1%
|
|
|
|
|
|
Outstanding Loans – (10.8)%
|
|
|
Net Other Assets and Liabilities – (1.3)%
|
|
|
|
|
|
Senior Floating-Rate Loan Interests (“Senior Loans”) in which the Fund invests pay interest at rates which are periodically
predetermined by reference to a base lending rate plus a premium. These base lending
rates are generally (i) the SOFR obtained
from the U.S. Department of the Treasury’s Office of Financial Research or another major financial institution, (ii) the lending
rate offered by one or more major European banks, such as the synthetic LIBOR, (iii)
the prime rate offered by one or more
United States banks or (iv) the certificate of deposit rate. Certain Senior Loans
are subject to a SOFR or synthetic LIBOR floor
that establishes a minimum SOFR or synthetic LIBOR rate. When a range of rates is
disclosed, the Fund holds more than one
contract within the same tranche with identical SOFR or synthetic LIBOR period, spread
and floor, but different SOFR or
synthetic LIBOR reset dates.
|
|
Senior Loans generally are subject to mandatory and/or optional prepayment. As a result,
the actual remaining maturity of Senior
Loans may be substantially less than the stated maturities shown.
|
|
All of these securities are available to serve as collateral for the outstanding loans.
|
|
This security, sold within the terms of a private placement memorandum, is exempt
from registration upon resale under
Rule 144A of the Securities Act of 1933, as amended (the “1933 Act”), and may be resold in transactions exempt from
registration, normally to qualified institutional buyers. Pursuant to procedures adopted by the Fund’s Board of Trustees, this
security has been determined to be liquid by First Trust Advisors L.P. (the “Advisor”). Although market instability can result in
periods of increased overall market illiquidity, liquidity for each security is determined
based on security specific factors and
assumptions, which require subjective judgment. At May 31, 2024, securities noted
as such amounted to $13,889,114 or 4.8% of
net assets.
|
|
This issuer has filed for protection in bankruptcy court.
|
|
Security received in a transaction exempt from registration under the 1933 Act. The
security may be resold pursuant to an
exemption from registration under the 1933 Act, typically to qualified institutional
buyers (see Note 2D - Restricted Securities in
the Notes to Financial Statements).
|
|
Non-income producing security.
|
|
This security is fair valued by the Advisor’s Pricing Committee in accordance with procedures approved by the Fund’s Board of
Trustees, and in accordance with the provisions of the Investment Company Act of 1940
and rules thereunder, as amended. At
May 31, 2024, securities noted as such are valued at $0 or 0.0% of net assets.
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2024
|
Pursuant to procedures adopted by the Fund’s Board of Trustees, this security has been determined to be illiquid by the Advisor.
|
|
This security’s value was determined using significant unobservable inputs (see Note 2A – Portfolio Valuation in the Notes to
Financial Statements).
|
Abbreviations throughout the Portfolio of Investments:
|
|
– Chicago Mercantile Exchange
|
|
– Credit Spread Adjustment
|
|
– London Interbank Offered Rate
|
|
– Secured Overnight Financing Rate
|
|
|
Valuation Inputs
A summary of the inputs used to value the Fund’s investments as of May 31, 2024 is as follows (see Note 2A - Portfolio Valuation in the Notes to Financial Statements):
|
|
|
Level 2
Significant
Observable
Inputs
|
Level 3
Significant
Unobservable
Inputs
|
Senior Floating-Rate Loan Interests*
|
|
|
|
|
Corporate Bonds and Notes*
|
|
|
|
|
Foreign Corporate Bonds and Notes*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Portfolio of Investments for industry breakout.
|
|
Investments are valued at $0.
|
Level 3 investments are fair valued by the Advisor’s Pricing Committee and are footnoted in the Portfolio of Investments. All Level 3 values are based on unobservable inputs.
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Statement of Assets and Liabilities
May 31, 2024
|
|
|
|
|
|
|
|
Investment securities sold
|
|
|
|
|
|
Unrealized appreciation on unfunded loan commitments
|
|
|
|
|
|
|
|
|
|
Investment securities purchased
|
|
Interest and fees on loans
|
|
|
|
|
|
Shareholder reporting fees
|
|
|
|
|
|
Trustees’ fees and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated distributable earnings (loss)
|
|
|
|
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share)
|
|
Number of Common Shares outstanding (unlimited number of Common Shares has been authorized)
|
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Statement of Operations
For the Year Ended May 31, 2024
|
|
|
|
|
|
|
|
Interest and fees on loans
|
|
|
|
|
|
|
|
|
|
Shareholder reporting fees
|
|
Trustees’ fees and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INVESTMENT INCOME (LOSS)
|
|
NET REALIZED AND UNREALIZED GAIN (LOSS):
|
|
Net realized gain (loss) on investments
|
|
Net change in unrealized appreciation (depreciation) on:
|
|
|
|
Unfunded loan commitments
|
|
Net change in unrealized appreciation (depreciation)
|
|
NET REALIZED AND UNREALIZED GAIN (LOSS)
|
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Statements of Changes in Net Assets
|
|
|
|
|
|
Net investment income (loss)
|
|
|
|
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS FROM:
|
|
|
|
|
|
|
|
|
Total distributions to shareholders
|
|
|
Total increase (decrease) in net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares at end of period
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Statement of Cash Flows
For the Year Ended May 31, 2024
Cash flows from operating activities:
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations
to net cash
provided by operating activities:
|
|
|
|
|
|
Sales, maturities and paydown of investments
|
|
|
Net amortization/accretion of premiums/discounts on investments
|
|
|
Net realized gain/loss on investments
|
|
|
Net change in unrealized appreciation/depreciation on investments and unfunded loan
commitments
|
|
|
Changes in assets and liabilities:
|
|
|
Increase in interest receivable
|
|
|
Increase in prepaid expenses
|
|
|
Increase in interest and fees payable on loans
|
|
|
Decrease in investment advisory fees payable
|
|
|
Increase in audit and tax fees payable
|
|
|
Decrease in legal fees payable
|
|
|
Decrease in shareholder reporting fees payable
|
|
|
Decrease in administrative fees payable
|
|
|
Increase in custodian fees payable
|
|
|
Increase in transfer agent fees payable
|
|
|
Increase in trustees’ fees and expenses payable
|
|
|
Decrease in other liabilities payable
|
|
|
Cash provided by operating activities
|
|
|
Cash flows from financing activities:
|
|
|
Distributions to Common Shareholders from investment operations
|
|
|
Distributions to Common Shareholders from return of capital
|
|
|
|
|
|
|
|
|
Cash used in financing activities
|
|
|
|
|
|
Cash at beginning of period
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
Cash paid during the period for interest and fees
|
|
|
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Financial Highlights
For a Common Share outstanding throughout each period
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
|
|
|
|
Income from investment operations:
|
|
|
|
|
|
Net investment income (loss)
|
|
|
|
|
|
Net realized and unrealized gain (loss)
|
|
|
|
|
|
Total from investment operations
|
|
|
|
|
|
Distributions paid to shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions paid to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
|
|
|
|
Market value, end of period
|
|
|
|
|
|
Total return based on net asset value (b)
|
|
|
|
|
|
Total return based on market value (b)
|
|
|
|
|
|
Ratios to average net assets/supplemental data:
|
|
|
|
|
|
Net assets, end of period (in 000’s)
|
|
|
|
|
|
Ratio of total expenses to average net assets
|
|
|
|
|
|
Ratio of total expenses to average net assets excluding
interest expense
|
|
|
|
|
|
Ratio of net investment income (loss) to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans outstanding (in 000’s)
|
|
|
|
|
|
Asset coverage per $1,000 of indebtedness (c)
|
|
|
|
|
|
|
Based on average shares outstanding.
|
|
Total return is based on the combination of reinvested dividend, capital gain and
return of capital distributions, if any, at prices
obtained by the Dividend Reinvestment Plan, and changes in net asset value per share
for net asset value returns and changes in
Common Share Price for market value returns. Total returns do not reflect sales load
and are not annualized for periods of less
than one year. Past performance is not indicative of future results.
|
|
Calculated by subtracting the Fund’s total liabilities (not including the loans outstanding) from the Fund’s total assets, and dividing
by the outstanding loans balance in 000’s.
|
See Notes to Financial Statements
Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024
1. Organization
First Trust Senior Floating Rate Income Fund II (the “Fund”) is a diversified, closed-end management investment company organized as a Massachusetts business trust on March 25, 2004, and is registered with the Securities
and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund trades under the ticker symbol “FCT” on the New York Stock Exchange (“NYSE”).
The primary investment objective of the Fund is to seek a high level of current income.
As a secondary objective, the Fund attempts to preserve capital. The Fund pursues its investment objectives by investing primarily
in a portfolio of senior secured floating-rate corporate loans (“Senior Loans”)(1). Under normal market conditions, the Fund invests at least 80% of its Managed Assets
in a diversified portfolio of Senior Loans. “Managed Assets” means the total asset value of the Fund minus the sum of its liabilities, other than the principal amount of borrowings. There can be no assurance that the Fund will
achieve its investment objectives. Investing in Senior Loans involves credit risk and, during periods of generally declining credit
quality, it may be particularly difficult for the Fund to achieve its secondary investment objective. The Fund may not be appropriate for
all investors.
2. Significant Accounting Policies
The Fund is considered an investment company and follows accounting and reporting
guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services-Investment Companies.” The following is a summary of significant accounting policies consistently followed by the Fund in the preparation
of the financial statements. The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from those estimates.
The net asset value (“NAV”) of the Common Shares of the Fund is determined daily as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. If the
NYSE closes early on a valuation day, the NAV is determined as of that time. Domestic debt securities and foreign securities are priced
using data reflecting the earlier closing of the principal markets for those securities. The Fund’s NAV per Common Share is calculated by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued
expenses, dividends declared but unpaid and any borrowings of the Fund), by the total number of Common Shares outstanding.
The Fund’s investments are valued daily at market value or, in the absence of market value with respect to any portfolio securities, at fair value. Market value prices represent readily available market quotations such
as last sale or official closing prices from a national or foreign exchange (i.e., a regulated market) and are primarily obtained from third-party
pricing services. Fair value prices represent any prices not considered market value prices and are either obtained from a third-party
pricing service or are determined by the Pricing Committee of the Fund’s investment advisor, First Trust Advisors L.P. (“First Trust” or the “Advisor”), in accordance with valuation procedures approved by the Fund’s Board of Trustees, and in accordance with provisions of the 1940 Act and rules thereunder. Investments valued by the Advisor’s Pricing Committee, if any, are footnoted as such in the footnotes to the Portfolio of Investments. The Fund’s investments are valued as follows:
Senior Loans are not listed on any securities exchange or board of trade. Senior Loans
are typically bought and sold by institutional investors in individually negotiated private transactions that function
in many respects like an over-the-counter secondary market, although typically no formal market-makers exist. This market, while
having grown substantially since its inception, generally has fewer trades and less liquidity than the secondary market
for other types of securities. Some Senior Loans have few or no trades, or trade infrequently, and information regarding a specific
Senior Loan may not be widely available or may be incomplete. Accordingly, determinations of the market value of Senior Loans
may be based on infrequent and dated information. Because there is less reliable, objective data available, elements of
judgment may play a greater role in valuation of Senior Loans than for other types of securities. Typically, Senior Loans are fair
valued using information provided by a third-party pricing service. The third-party pricing service primarily uses over-the-counter
pricing from dealer runs and broker quotes from indicative sheets to value the Senior Loans. If the third-party pricing
service cannot or does not provide a valuation for a particular Senior Loan or such valuation is deemed unreliable, the Advisor’s Pricing Committee may value such Senior Loan at a fair value according to procedures approved by the Fund’s Board of Trustees, and in accordance with the provisions of the 1940 Act and rules thereunder. Fair valuation of a Senior Loan is based on the
consideration of all available information, including, but not limited to the following:
1)
the most recent price provided by a pricing service;
(1)The terms “security” and “securities” used throughout the Notes to Financial Statements include Senior Loans.
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024
2)
available market prices for the fixed-income security;
3)
the fundamental business data relating to the borrower;
4)
an evaluation of the forces which influence the market in which these securities are
purchased and sold;
5)
the type, size and cost of the security;
6)
the financial statements of the borrower, or the financial condition of the country
of issue;
7)
the credit quality and cash flow of the borrower, or country of issue, based on the Pricing Committee’s, sub-advisor’s or portfolio manager’s analysis, as applicable, or external analysis;
8)
the information as to any transactions in or offers for the security;
9)
the price and extent of public trading in similar securities (or equity securities)
of the borrower, or comparable companies;
11)
the quality, value and salability of collateral, if any, securing the security;
12)
the business prospects of the borrower, including any ability to obtain money or resources
from a parent or affiliate and an assessment of the borrower’s management;
13)
the prospects for the borrower’s industry, and multiples (of earnings and/or cash flows) being paid for similar businesses in that industry;
14)
the borrower’s competitive position within the industry;
15)
the borrower’s ability to access additional liquidity through public and/or private markets; and
16)
other relevant factors.
Common stocks and other equity securities listed on any national or foreign exchange (excluding Nasdaq, Inc. (“Nasdaq”) and the London Stock Exchange Alternative Investment Market (“AIM”)) are valued at the last sale price on the exchange on which they are principally traded or, for Nasdaq and AIM securities, the official closing
price. Securities traded on more than one securities exchange are valued at the last sale price or official closing price, as
applicable, at the close of the securities exchange representing the primary exchange for such securities.
Equity securities traded in an over-the-counter market are valued at the close price
or the last trade price.
Corporate bonds, corporate notes and other debt securities are fair valued on the
basis of valuations provided by a third-party pricing service approved by the Advisor’s Pricing Committee, which may use the following valuation inputs when available:
7)
reference data including market research publications.
Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Advisor’s Pricing Committee at fair value. These securities generally include, but are not limited
to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended (the “1933 Act”)) for which a third-party pricing service is unable to provide a market price; securities whose trading has been formally
suspended; a security whose market or fair value price is not available from a pre-established pricing source; a security with
respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible to obtain a reliable market quotation; and a security whose
price, as provided by the third-party pricing service, does not reflect the security’s fair value. As a general principle, the current fair value of a security would appear to be the amount which the owner might reasonably expect to receive for the security upon its current
sale. When fair value prices are used, generally they will differ from market quotations or official closing prices on the applicable
exchanges. A variety of factors may be considered in determining the fair value of such securities, including, but not limited to, the
following:
1)
the last sale price on the exchange on which they are principally traded or, for Nasdaq
and AIM securities, the official closing price;
3)
the size of the holding;
4)
the initial cost of the security;
5)
transactions in comparable securities;
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024
6)
price quotes from dealers and/or third-party pricing services;
7)
relationships among various securities;
8)
information obtained by contacting the issuer, analysts, or the appropriate stock
exchange;
9)
an analysis of the issuer’s financial statements;
10)
the existence of merger proposals or tender offers that might affect the value of
the security; and
11)
other relevant factors.
The Fund is subject to fair value accounting standards that define fair value, establish
the framework for measuring fair value and provide a three-level hierarchy for fair valuation based upon the inputs to the valuation
as of the measurement date. The three levels of the fair value hierarchy are as follows:
•
Level 1 – Level 1 inputs are quoted prices in active markets for identical investments. An active market is a market in which transactions for the investment occur with sufficient frequency and volume to provide
pricing information on an ongoing basis.
•
Level 2 – Level 2 inputs are observable inputs, either directly or indirectly, and include the following:
o
Quoted prices for similar investments in active markets.
o
Quoted prices for identical or similar investments in markets that are non-active.
A non-active market is a market where there are few transactions for the investment, the prices are not current, or price
quotations vary substantially either over time or among market makers, or in which little information is released publicly.
o
Inputs other than quoted prices that are observable for the investment (for example,
interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities,
credit risks, and default rates).
o
Inputs that are derived principally from or corroborated by observable market data
by correlation or other means.
•
Level 3 – Level 3 inputs are unobservable inputs. Unobservable inputs may reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the investment.
The inputs or methodologies used for valuing investments are not necessarily an indication
of the risk associated with investing in those investments. A summary of the inputs used to value the Fund’s investments as of May 31, 2024, is included with the Fund’s Portfolio of Investments.
B. Security Transactions and Investment Income
Security transactions are recorded as of the trade date. Realized gains and losses
from securities transactions are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Market premiums
and discounts are amortized to the earliest call date of each respective borrowing.
The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rates (“LIBOR”), ceased making LIBOR available as a reference rate over a phase-out period that began
December 31, 2021. The overnight and 12-month USD LIBOR settings permanently ceased as of June 30, 2023. The FCA announced
that the 1-, 3- and 6-month USD LIBOR settings will continue to be published using a synthetic methodology to serve
as a fallback for non-U.S. contracts until September 2024. In response to the discontinuation of LIBOR, investors have added
fallback provisions to existing contracts for investments whose value is tied to LIBOR, with most fallback provisions requiring
the adoption of the Secured Overnight Financing Rate (“SOFR”) as a replacement rate. There is no assurance that any alternative reference rate, including SOFR, will be similar to or produce the same value or economic equivalence as LIBOR or that instruments using
an alternative rate will have the same volume or liquidity. At this time, it is not possible to predict the full impact of the elimination
of LIBOR and the establishment of an alternative reference rate on the Fund or its investments.
Securities purchased or sold on a when-issued, delayed-delivery or forward purchase
commitment basis may have extended settlement periods. The value of the security so purchased is subject to market fluctuations
during this period. Due to the nature of the Senior Loan market, the actual settlement date may not be certain at the time of the purchase
or sale for some of the Senior Loans. Interest income on such Senior Loans is not accrued until settlement date. The Fund maintains
liquid assets with a current value at least equal to the amount of its when-issued, delayed-delivery or forward purchase commitments
until payment is made. At May 31, 2024, the Fund had no when-issued, delayed-delivery or forward purchase commitments (other than
the unfunded commitments discussed below).
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024
C. Unfunded Loan Commitments
The Fund may enter into certain credit agreements, all or a portion of which may be
unfunded. The Fund is obligated to fund these loan commitments at the borrower’s discretion. Unfunded loan commitments are marked-to-market daily, and any unrealized appreciation (depreciation) is included in the Statement of Assets and Liabilities
and Statement of Operations. Unfunded loan commitments are categorized as Level 2 within the fair value hierarchy. In connection
with these commitments, the Fund earns a commitment fee typically set as a percentage of the commitment amount. The commitment fees are included in “Other” under Investment Income on the Statement of Operations. As of May 31, 2024, the Fund had
the following unfunded loan commitments:
|
|
|
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Unrealized
Appreciation
(Depreciation)
|
Alter Domus (Chrysaor Bidco SARL), Term Loan
|
|
|
|
|
Epicor Software Corp., Term Loan
|
|
|
|
|
|
|
|
|
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The Fund holds restricted securities, which are securities that may not be offered
for public sale without first being registered under the 1933 Act. Prior to registration, restricted securities may only be resold in transactions
exempt from registration under Rule 144A under the 1933 Act, normally to qualified institutional buyers. As of May 31, 2024,
the Fund held restricted securities as shown in the following table that the Advisor has deemed illiquid pursuant to procedures adopted by the Fund’s Board of Trustees. Although market instability can result in periods of increased overall market illiquidity, liquidity
for each security is determined based on security-specific factors and assumptions, which require subjective judgment. The
Fund does not have the right to demand that such securities be registered. These securities are valued according to the valuation procedures
as stated in the Portfolio Valuation note (Note 2A) and are not expressed as a discount to the carrying value of a comparable
unrestricted security.
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|
|
|
|
|
|
|
* Amount is less than 0.01%.
|
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E. Dividends and Distributions to Shareholders
The Fund will distribute to holders of its Common Shares monthly dividends of all
or a portion of its net income after the payment of interest and dividends in connection with leverage, if any. Distributions of any net
long-term capital gains earned by the Fund are distributed at least annually. Distributions will automatically be reinvested into additional Common Shares pursuant to the Fund’s Dividend Reinvestment Plan unless cash distributions are elected by the shareholder.
Distributions from net investment income and realized capital gains are determined
in accordance with federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements
are periodically adjusted for permanent differences in order to reflect their tax character. These permanent differences are
primarily due to the varying treatment of income and gain/loss on portfolio securities held by the Fund and have no impact on net assets
or NAV per share. Temporary differences, which arise from recognizing certain items of income, expense and gain/loss in different
periods for financial statement and tax purposes, will reverse at some point in the future. Permanent differences incurred during the
fiscal year ended May 31, 2024, resulting in book and tax accounting differences, have been reclassified at year end to reflect an increase
in accumulated net investment income (loss) of $39,787, a decrease in accumulated net realized gain (loss) of $40,479, and an increase
to paid-in capital of $692. Accumulated distributable earnings (loss) consists of accumulated net investment income (loss),
accumulated net realized gain (loss) on investments, and unrealized appreciation (depreciation) on investments. Net assets were not affected
by this reclassification.
The tax character of distributions paid by the Fund during the fiscal years ended
May 31, 2024 and 2023, was as follows:
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024
As of May 31, 2024, the components of distributable earnings and net assets on a tax
basis were as follows:
Undistributed ordinary income
|
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Undistributed capital gains
|
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Total undistributed earnings
|
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Accumulated capital and other losses
|
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Net unrealized appreciation (depreciation)
|
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Total accumulated earnings (losses)
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The Fund intends to continue to qualify as a regulated investment company by complying
with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, which includes distributing substantially
all of its net investment income and net realized gains to shareholders. Accordingly, no provision has been made for federal
and state income taxes. However, due to the timing and amount of distributions, the Fund may be subject to an excise tax of 4% of the amount by which approximately 98% of the Fund’s taxable income exceeds the distributions from such taxable income for the calendar
year.
The Fund intends to utilize provisions of the federal income tax laws, which allow
it to carry a realized capital loss forward indefinitely following the year of the loss and offset such loss against any future
realized capital gains. The Fund is subject to certain limitations under U.S. tax rules on the use of capital loss carryforwards and net
unrealized built-in losses. These limitations apply when there has been a 50% change in ownership. At May 31, 2024, the Fund had non-expiring
capital loss carryforwards available for federal income tax purposes of $57,373,687.
Certain losses realized during the current fiscal year may be deferred and treated
as occurring on the first day of the following fiscal year for federal income tax purposes. For the fiscal year ended May 31, 2024, the
Fund did not incur any late year capital losses.
The Fund is subject to accounting standards that establish a minimum threshold for
recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable
years ended 2021, 2022, 2023, and 2024 remain open to federal and state audit. As of May 31, 2024, management has evaluated the application
of these standards to the Fund and has determined that no provision for income tax is required in the Fund’s financial statements for uncertain tax positions.
As of May 31, 2024, the aggregate cost, gross unrealized appreciation, gross unrealized
depreciation, and net unrealized appreciation/(depreciation) on investments (including short positions and derivatives,
if any) for federal income tax purposes were as follows:
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
(Depreciation)
|
Net Unrealized
Appreciation
(Depreciation)
|
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The Fund will pay all expenses directly related to its operations.
3. Investment Advisory Fee, Affiliated Transactions and Other Fee Arrangements
First Trust, the investment advisor to the Fund, is a limited partnership with one
limited partner, Grace Partners of DuPage L.P., and one general partner, The Charger Corporation. The Charger Corporation is an Illinois
corporation controlled by James A. Bowen, Chief Executive Officer of First Trust. First Trust is responsible for the selection and ongoing monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the Fund. For these investment management services, First Trust is entitled to a monthly
fee calculated at an annual rate of 0.75% of the Fund’s Managed Assets. First Trust also provides fund reporting services to the Fund for a flat annual fee in the amount of $9,250.
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024
The Bank of New York Mellon (“BNYM”) serves as the Fund’s administrator, fund accountant, and custodian in accordance with certain fee arrangements. As administrator and fund accountant, BNYM is responsible
for providing certain administrative and accounting services to the Fund, including maintaining the Fund’s books of account, records of the Fund’s securities transactions, and certain other books and records. As custodian, BNYM is responsible for custody of the Fund’s assets. BNYM is a subsidiary of The Bank of New York Mellon Corporation, a financial holding company.
Computershare, Inc. (“Computershare”) serves as the Fund’s transfer agent in accordance with certain fee arrangements. As transfer agent, Computershare is responsible for maintaining shareholder records for the Fund.
Each Trustee who is not an officer or employee of First Trust, any sub-advisor or any of their affiliates (“Independent Trustees”) is paid a fixed annual retainer that is allocated equally among each fund in the First
Trust Fund Complex. Each Independent Trustee is also paid an annual per fund fee that varies based on whether the fund is a closed-end
or other actively managed fund, a target outcome fund or an index fund.
Additionally, the Chairs of the Audit Committee, Nominating and Governance Committee
and Valuation Committee, the Vice Chair of the Audit Committee, the Lead Independent Trustee and the Vice Lead Independent Trustee
are paid annual fees to serve in such capacities, with such compensation allocated pro rata among each fund in the First
Trust Fund Complex based on net assets. Independent Trustees are reimbursed for travel and out-of-pocket expenses in connection
with all meetings. The Committee Chairs, the Audit Committee Vice Chair, the Lead Independent Trustee and the Vice Lead Independent
Trustee rotate periodically in serving in such capacities. The officers and “Interested” Trustee receive no compensation from the Fund for acting in such capacities.
4. Purchases and Sales of Securities
The cost of purchases and proceeds from sales of securities, excluding short-term
investments, for the fiscal year ended May 31, 2024, were $337,493,872 and $373,537,491, respectively.
Effective December 11, 2023, the Fund entered into a new credit agreement (the “Credit Agreement”) with The Toronto-Dominion Bank, New York Branch that has a maximum commitment amount of $126,000,000. The borrowing
rate under the Credit Agreement is equal to Term SOFR plus 1.05%. In addition, under the Credit Agreement, the Fund pays a commitment fee of 35 basis points (“bps”) on the undrawn amount of the facility when the utilization is below 90% of the maximum
commitment amount. Prior to December 11, 2023, the Fund had a credit agreement with the Bank of Nova Scotia (“Scotia”) that provided a secured line of credit with a maximum commitment amount of $138,000,000. Under the credit agreement with Scotia, the borrowing
rate was Term SOFR plus a credit spread adjustment of (a) 10 bps for a loan with a one month interest period, (b) 25
bps for a loan with a three month interest period, and (c) 40 bps for a loan with a six month interest period. Additionally, the spread
on borrowed assets bearing interest at Term SOFR was the reference rate + 95 bps (plus the applicable credit spread adjustment). A
commitment fee of 15 bps was charged on any undrawn amount of the maximum commitment amount when usage was greater than or equal
to 75% or 25 bps if less than 75% of the total facility size was utilized. For the fiscal year ended May 31, 2024, the average
amount outstanding was $54,770,492 with the average weighted average interest rate of 6.31%. As of May 31, 2024, the Fund had
outstanding borrowings of $31,000,000, which approximates fair value, under the Credit Agreement. The borrowings are categorized
as Level 2 within the fair value hierarchy. The high and low annual interest rates for the year ended May 31, 2024, were 8.50% and
6.13%, respectively. The weighted average interest rate at May 31, 2024 was 6.37%. The interest and fees are included in “Interest and fees on loans” on the Statement of Operations.
The Fund has a variety of indemnification obligations under contracts with its service providers. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses
pursuant to these contracts and expects the risk of loss to be remote.
Management has evaluated the impact of all subsequent events on the Fund through the
date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure
in the financial statements that have not already been disclosed.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of First Trust Senior Floating Rate
Income Fund II:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of First Trust Senior Floating Rate Income Fund II (the “Fund”), including the portfolio of investments, as of May 31, 2024, the related statements
of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then
ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial
statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of May 31, 2024, and
the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally
accepted in the United States of America.
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement
of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements
and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures
included confirmation of securities owned as of May 31, 2024, by correspondence with the custodian, agent banks and brokers; when
replies were not received from agent banks and brokers, we performed other auditing procedures. We believe that our audits provide
a reasonable basis for our opinion.
/s/ Deloitte & Touche, LLP
July 25, 2024
We have served as the auditor of one or more First Trust investment companies since
2001.
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
Dividend Reinvestment Plan
If your Common Shares are registered directly with the Fund or if you hold your Common
Shares with a brokerage firm that participates in the Fund’s Dividend Reinvestment Plan (the “Plan”), unless you elect, by written notice to the Fund, to receive cash distributions, all dividends, including any capital gain distributions, on your Common
Shares will be automatically reinvested by Computershare Trust Company N.A. (the “Plan Agent”), in additional Common Shares under the Plan. If you elect to receive cash distributions, you will receive all distributions in cash paid by check mailed directly
to you by the Plan Agent, as the dividend paying agent.
If you decide to participate in the Plan, the number of Common Shares you will receive
will be determined as follows:
(1)
If Common Shares are trading at or above net asset value (“NAV”) at the time of valuation, the Fund will issue new shares at a price equal to the greater of (i) NAV per Common Share on that date or (ii) 95%
of the market price on that date.
(2)
If Common Shares are trading below NAV at the time of valuation, the Plan Agent will
receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the NYSE or elsewhere, for the participants’ accounts. It is possible that the market price for the Common Shares may increase before the Plan
Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed
the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution had
been paid in Common Shares issued by the Fund. The Plan Agent will use all dividends and distributions received in cash to
purchase Common Shares in the open market within 30 days of the valuation date except where temporary curtailment or
suspension of purchases is necessary to comply with federal securities laws. Interest will not be paid on any uninvested cash
payments.
You may elect to opt-out of or withdraw from the Plan at any time by giving written
notice to the Plan Agent, or by telephone at (866) 340-1104, in accordance with such reasonable requirements as the Plan Agent
and the Fund may agree upon. If you withdraw or the Plan is terminated, you will receive a certificate for each whole share in your
account under the Plan, and you will receive a cash payment for any fraction of a share in your account. If you wish, the Plan Agent will
sell your shares and send you the proceeds, minus brokerage commissions.
The Plan Agent maintains all Common Shareholders’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your
account will be held by the Plan Agent in non-certificated form. The Plan Agent will forward to each participant any proxy solicitation
material and will vote any shares so held only in accordance with proxies returned to the Fund. Any proxy you receive will include
all Common Shares you have received under the Plan.
There is no brokerage charge for reinvestment of your dividends or distributions in
Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes
open market purchases.
Automatically reinvesting dividends and distributions does not mean that you do not
have to pay income taxes due upon receiving dividends and distributions. Capital gains and income are realized although cash is
not received by you. Consult your financial advisor for more information.
If you hold your Common Shares with a brokerage firm that does not participate in
the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described
above.
The Fund reserves the right to amend or terminate the Plan if in the judgment of the
Board of Trustees the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves
the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained
by writing Computershare, Inc., P.O. Box 43006, Providence, RI 02940-3006.
Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund uses to determine how to
vote proxies and information on how the Fund voted proxies relating to portfolio investments during the most recent 12-month period
ended June 30 is available (1) without charge, upon request, by calling (800) 988-5891 or emailing info@ftportfolios.com; (2) on the Fund’s website at www.ftportfolios.com; and (3) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
The Fund files portfolio holdings information for each month in a fiscal quarter within
60 days after the end of the relevant fiscal quarter on Form N-PORT. Portfolio holdings information for the third month of each
fiscal quarter will be publicly available on the
Additional Information (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
SEC’s website at www.sec.gov. The Fund’s complete schedule of portfolio holdings for the second and fourth quarters of each fiscal year is included in the semi-annual and annual reports to shareholders, respectively,
and is filed with the SEC on Form N-CSR. The semi-annual and annual report for the Fund is available to investors within 60 days after the period to which it relates. The Fund’s Forms N-PORT and Forms N-CSR are available on the SEC’s website listed above.
Of the ordinary income (including short-term capital gain) distributions made by the
Fund during the fiscal year ended May 31, 2024, none qualify for the corporate dividends received deduction available to corporate
shareholders or as qualified dividend income.
Distributions paid to foreign shareholders during the Fund’s fiscal year ended May 31, 2024 that were properly designated by the Fund as “interest-related dividends” or “short-term capital gain dividends,” may not be subject to federal income tax provided that the income was earned directly by such foreign shareholders.
NYSE Certification Information
In accordance with Section 303A-12 of the New York Stock Exchange (“NYSE”) Listed Company Manual, the Fund’s President has certified to the NYSE that, as of September 13, 2023, he was not aware of any violation
by the Fund of NYSE corporate governance listing standards. In addition, the Fund’s reports to the SEC on Form N-CSR contain certifications by the Fund’s principal executive officer and principal financial officer that relate to the Fund’s public disclosure in such reports and are required by Rule 30a-2 under the 1940 Act.
Submission of Matters to a Vote of Shareholders
The Fund held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 11, 2023. At the Annual Meeting, Richard E. Erickson and Thomas R. Kadlec were elected by the Common Shareholders of the First
Trust Senior Floating Rate Income Fund II as Class I Trustees for a three-year term expiring at the Fund’s annual meeting of shareholders in 2026. The number of votes cast in favor of Mr. Erickson was 21,147,287 and the number of votes withheld was 672,120. The number
of votes cast in favor of Mr. Kadlec was 20,968,016 and the number of votes withheld was 851,391. James A. Bowen, Denise M.
Keefe, Robert F. Keith, Niel B. Nielson and Bronwyn Wright are the other current and continuing Trustees.
Amended and Restated By-Laws
On June 22, 2023, the Board of Trustees of the Fund amended and restated its existing
Amended and Restated By-Laws (and as so amended and restated, the “By-Laws”), effective immediately. The By-Laws were revised to rescind Article XII and its accompanying control share provisions, along with other conforming amendments.
The foregoing description is qualified in its entirety by reference to the full text
of the By-Laws, a copy of which can be found in the Current Report on Form 8-K filed by the Fund with the Securities and Exchange
Commission on June 23, 2023, which is available at www.sec.gov, and may also be obtained by writing to the Secretary of the Fund at the Fund’s principal executive office.
Effective September 10, 2023, the exchange-traded funds, closed-end funds, mutual
funds and variable insurance funds (collectively, the “Funds”) advised by First Trust Advisors L.P. (“FTA”) announced the appointment of Ms. Bronwyn Wright as a Trustee of all Funds except the exchange-traded funds included in the First Trust Exchange-Traded
Fund. Ms. Wright has acted as an independent director to a number of Irish collective investment funds since 2009. Ms. Wright is
a former Managing Director of Citibank Europe plc and Head of Securities and Fund Services for Citi Ireland. In these positions, she
was responsible for the management and strategic direction of Citi Ireland’s securities and fund services business which included funds, custody, security finance/lending and global agency and trust. She also had responsibility for leading, managing and growing the
Trustee, Custodian and Depositary business in Ireland, the United Kingdom, Luxembourg, Jersey and Cayman.
Investment Objectives, Policies, Risks and Effects of Leverage
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
Changes Occurring During the Prior Fiscal Year
The following information is a summary of certain changes during the most recent fiscal
year ended May 31, 2024. This information may not reflect all of the changes that have occurred since you purchased shares of
the Fund.
During the Fund’s most recent fiscal year, there were no material changes to the Fund’s investment objectives or policies that have not been approved by shareholders or in the principal risk factors associated with an
investment in the Fund.
The Fund’s primary objective is to seek a high level of current income. As a secondary objective, the Fund attempts to preserve capital.
Principal Investment Policies
The Fund pursues its investment objectives through investment in a portfolio of Senior
Loans. There can be no assurance that the Fund will achieve its investment objectives. Investment in Senior Loans involves credit
risk and, during periods of generally declining credit quality, it may be particularly difficult for the Fund to achieve its secondary investment
objective.
Under normal market conditions, the Fund invests at least 80% of its Managed Assets
in a diversified portfolio of Senior Loans. The portion of the Fund’s assets invested in Senior Loans will vary from time to time consistent with the Fund’s investment objectives, changes in market prices for Senior Loans, changes in interest rates and other economic
and market factors. Senior Loans generally hold one of the most senior positions in the capital structure of a business entity (the “Borrower”), are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior
to that held by subordinated debtholders and stockholders of the Borrower. The proceeds of Senior Loans primarily are used to finance
leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, and, to a lesser extent, to finance internal
growth and for other corporate purposes. Senior Loans have rates of interest which are typically redetermined either monthly, quarterly
or semiannually by reference to a base lending rate, plus a premium. The Senior Loans in which the Fund invests are primarily below
investment grade instruments, commonly referred to as “high yield” securities or “junk bonds.”
Under normal market conditions, the Fund may also:
•
Invest up to 10% of its Managed Assets through purchasing revolving credit facilities,
investment grade debtor-in-possession financing, unsecured loans, other floating rate debt securities, such as notes, bonds,
and asset-backed securities (such as collateralized loan obligations (“CLOs”)), investment grade loans and fixed income debt obligations of any maturity, money market instruments, such as commercial paper, and publicly-traded high yield
debt securities.
•
Invest up to 10% of its Managed Assets in securities of:
o
Firms that, at the time of acquisition, have defaulted on their debt obligations and/or
filed for protection under Chapter 11 of the U.S. Bankruptcy Code or have entered into a voluntary reorganization in
conjunction with their creditors and stakeholders in order to avoid a bankruptcy filing; or
o
Firms prior to an event of default whose acute operating and/or financial problems
have resulted in the markets valuing their respective securities and debt at sufficiently discounted prices so as to be
yielding, should they not default, a significant premium over comparable duration U.S. Treasury bonds.
These foregoing investments are comprised of Senior Loans and, on limited occasions,
equity and debt securities acquired in connection therewith.
•
Invest up to 15% of its Managed Assets in U.S. dollar-denominated foreign investments,
exclusively in developed countries and territories of those countries, but in no case will the Fund invest in securities
of issuers located in emerging markets.
It is anticipated that at least 80% of the Fund’s Managed Assets are invested in lower grade debt instruments, although from time to time all of the Fund’s Managed Assets may be invested in such lower grade debt instruments. The Fund’s investments in debt instruments may have fixed or variable principal payments and all types of interest
rate and reset terms, including, but not limited to, fixed rate, adjustable rate, zero coupon, contingent, deferred, payment-in-kind and
auction rate features.
The Fund does not intend to purchase publicly-traded equity securities but may receive
such securities as a result of a restructuring of the debt of the issuer or the reorganization of a Senior Loan or as part of a package
of securities acquired together with the Senior Loans of an issuer.
The Fund may enter into certain derivative transactions to seek to manage the risks of the Fund’s portfolio securities and certain of these derivative transactions may provide investment leverage to the Fund’s portfolio. The Fund does not enter into derivative transactions as a principal part of its investment strategy.
Investment Objectives, Policies, Risks and Effects of Leverage (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
“Managed Assets” means the gross asset value of the Fund (including assets attributable to the Fund’s preferred shares of beneficial interest (“Preferred Shares”), if any, and the principal amount of borrowings) minus the sum of the Fund’s accrued and unpaid dividends on any outstanding Preferred Shares and accrued liabilities (other than
the principal amount of any borrowings incurred or of commercial paper or notes issued by the Fund). For purposes of determining Managed
Assets, the liquidation preference of Preferred Shares is not treated as a liability. Percentage limitations described herein
are as of the time of investment by the Fund and may be exceeded on a going-forward basis as a result of market value fluctuations of the Fund’s portfolio and other events.
The Fund’s investment objectives are considered fundamental and may not be changed without shareholder approval. The remainder of the Fund’s investment policies, including its investment strategy, are considered non-fundamental and may be changed by the Board of Trustees without shareholder approval. The Fund will provide investors with at least 60 days’ prior notice of any change in the Fund’s investment strategy. There can be no assurance that the Fund’s investment objectives will be achieved.
Fundamental Investment Policies
The Fund, as a fundamental policy, may not:
1. With respect to 75% of its total assets, purchase any securities, if as a result more than 5% of the Fund’s total assets would then be invested in securities of any single issuer or if, as a result, the Fund would
hold more than 10% of the outstanding voting securities of any single issuer; provided, that Government securities (as defined
in the Investment Company Act of 1940 (the “1940 Act”)), securities issued by other investment companies and cash items (including receivables) shall not be counted for purposes of this limitation.
2. Purchase any security if, as a result of the purchase, 25% or more of the Fund’s total assets (taken at current value) would be invested in the securities of Borrowers and other issuers having their principal business
activities in the same industry; provided, that this limitation shall not apply with respect to obligations issued
or guaranteed by the U.S. Government or by its agencies or instrumentalities.
3. Borrow money, except as permitted by the 1940 Act, the rules thereunder and interpretations
thereof or pursuant to a Commission exemptive order.
4. Issue senior securities, as defined in the 1940 Act, other than: (i) preferred
shares which immediately after issuance will have asset coverage of at least 200%; (ii) indebtedness which immediately after issuance
will have asset coverage of at least 300%; (iii) the borrowings permitted by investment restriction 3 above, or (iv) pursuant
to a Commission exemptive order.
5. Make loans of money or property to any person, except for obtaining interests in
Senior Loans in accordance with its investment objectives, through loans of portfolio securities or the acquisition of
securities subject to repurchase agreements, or pursuant to a Commission rule or exemptive order.
6. Act as an underwriter of securities, except to the extent the Fund may be deemed
to be an underwriter in certain cases when disposing of its portfolio investments or acting as an agent or one of a group of
co-agents in originating Senior Loans.
7. Purchase or sell real estate, commodities or commodities contracts except pursuant
to the exercise by the Fund of its rights under loan agreements, bankruptcy or reorganization, or pursuant to a Commission rule
or exemptive order, and except to the extent the interests in Senior Loans the Fund may invest in are considered to
be interests in real estate, commodities or commodities contracts and except to the extent that hedging instruments the Fund may
invest in are considered to be commodities or commodities contracts.
For purposes of fundamental investment restriction numbers 1 and 2 above, the Fund
treats the Lender selling a participation and any persons interpositioned between the Lender and the Fund as an issuer. The Fund may
incur borrowings and/or issue series of notes or other senior securities in an amount up to 33-1/3% (or such other percentage to the
extent permitted by the 1940 Act) of its total assets (including the amount borrowed) less all liabilities other than borrowings.
The Fund is a closed-end management investment company designed primarily as a long-term
investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty
inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. The following discussion
summarizes the principal risks associated with investing in the Fund, which includes the risk that you could lose some or all of
your investment in the Fund. The Fund is subject to the informational requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940 and, in accordance therewith, files reports, proxy statements and other information that is available
for review. The order of the below risk factors does not indicate the significance of any particular risk factor.
Investment Objectives, Policies, Risks and Effects of Leverage (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
Credit Agency Risk. Credit ratings are determined by credit rating agencies and are only the opinions
of such entities. Ratings assigned by a rating agency are not absolute standards of credit quality and do not
evaluate market risk or the liquidity of securities. Any shortcomings or inefficiencies in credit rating agencies’ processes for determining credit ratings may adversely affect the credit ratings of securities held by the Fund or such credit rating agency’s ability to evaluate creditworthiness and, as a result, may adversely affect those securities’ perceived or actual credit risk.
Credit and Below-Investment Grade Securities Risk. Credit risk is the risk that the issuer or other obligated party of a debt security
in the Fund’s portfolio will fail to pay, or it is perceived that it will fail to pay, dividends or interest and/or repay principal, when due. Below-investment grade instruments, including instruments that are not rated but judged
to be of comparable quality, are commonly referred to as high-yield securities or “junk” bonds and are considered speculative with respect to the issuer’s capacity to pay dividends or interest and repay principal and are more susceptible to default or decline in
market value than investment grade securities due to adverse economic and business developments. High-yield securities are often unsecured
and subordinated to other creditors of the issuer. The market values for high-yield securities tend to be very volatile, and
these securities are generally less liquid than investment grade securities. For these reasons, an investment in the Fund is subject to the following
specific risks: (i) increased price sensitivity to changing interest rates and to a deteriorating economic environment; (ii) greater
risk of loss due to default or declining credit quality; (iii) adverse company specific events more likely to render the issuer unable to make
dividend, interest and/or principal payments; (iv) negative perception of the high-yield market which may depress the price and
liquidity of high-yield securities; (v) volatility; and (vi) liquidity.
Current Market Conditions Risk. Current market conditions risk is the risk that a particular investment, or shares
of the Fund in general, may fall in value due to current market conditions. As a means to fight inflation,
which remains at elevated levels, the Federal Reserve and certain foreign central banks have raised interest rates and expect to
continue to do so, and the Federal Reserve has announced that it intends to reverse previously implemented quantitative easing. U.S.
regulators have proposed several changes to market and issuer regulations which would directly impact the Fund, and any regulatory changes could adversely impact the Fund’s ability to achieve its investment strategies or make certain investments. Recent and
potential future bank failures could result in disruption to the broader banking industry or markets generally and reduce confidence
in financial institutions and the economy as a whole, which may also heighten market volatility and reduce liquidity. The ongoing
adversarial political climate in the United States, as well as political and diplomatic events both domestic and abroad, have and may
continue to have an adverse impact the U.S. regulatory landscape, markets and investor behavior, which could have a negative impact on the Fund’s investments and operations. Other unexpected political, regulatory and diplomatic events within the U.S. and abroad
may affect investor and consumer confidence and may adversely impact financial markets and the broader economy. For example, ongoing
armed conflicts between Russia and Ukraine in Europe and among Israel, Hamas and other militant groups in the Middle
East, have caused and could continue to cause significant market disruptions and volatility within the markets in Russia, Europe,
the Middle East and the United States. The hostilities and sanctions resulting from those hostilities have and could continue
to have a significant impact on certain Fund investments as well as Fund performance and liquidity. The economies of the United
States and its trading partners, as well as the financial markets generally, may be adversely impacted by trade disputes and other
matters. For example, the United States has imposed trade barriers and restrictions on China. In addition, the Chinese government
is engaged in a longstanding dispute with Taiwan, continually threatening an invasion. If the political climate between the
United States and China does not improve or continues to deteriorate, if China were to attempt invading Taiwan, or if other geopolitical
conflicts develop or worsen, economies, markets and individual securities may be adversely affected, and the value of the Fund’s assets may go down. The COVID-19 global pandemic, or any future public health crisis, and the ensuing policies enacted by
governments and central banks have caused and may continue to cause significant volatility and uncertainty in global financial markets,
negatively impacting global growth prospects. While vaccines have been developed, there is no guarantee that vaccines will be effective
against emerging future variants of the disease. As this global pandemic illustrated, such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Advancements in technology may also adversely impact markets
and the overall performance of the Fund. For instance, the economy may be significantly impacted by the advanced development
and increased regulation of artificial intelligence. These events, and any other future events, may adversely affect the prices and liquidity of the Fund’s portfolio investments and could result in disruptions in the trading markets.
Cyber Security Risk. The Fund is susceptible to potential operational risks through breaches in cyber security.
A breach in cyber security refers to both intentional and unintentional events that may cause the Fund
to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause the Fund to incur
regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss.
Cyber security breaches may involve unauthorized access to the Fund’s digital information systems through “hacking” or malicious software coding, but may also result from outside attacks such as denial-of-service attacks through efforts to make network
services unavailable to intended users. In addition, cyber security breaches of the Fund’s third-party service providers, such as its administrator, transfer agent or custodian, or issuers in which the Fund invests, can also subject the Fund to many of the same risks
associated with direct cyber security breaches. The Fund has established risk management systems designed to reduce the risks associated
with cyber security. However, there is no
Investment Objectives, Policies, Risks and Effects of Leverage (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
guarantee that such efforts will succeed, especially because the Fund does not directly
control the cyber security systems of issuers or third party service providers. Substantial costs may be incurred by the Fund in order
to resolve or prevent cyber incidents in the future.
Financial Companies Risk. Financial companies, such as retail and commercial banks, insurance companies and
financial services companies, are especially subject to the adverse effects of economic recession, currency
exchange rates, extensive government regulation, decreases in the availability of capital, volatile interest rates, portfolio
concentrations in geographic markets, industries or products (such as commercial and residential real estate loans), competition from
new entrants and blurred distinctions in their fields of business. Financial companies are subject to extensive governmental regulation
and intervention, which may adversely affect the scope of their activities, the prices they can charge, the amount and types of capital
they must maintain and, potentially, their size. Governmental regulation may change frequently and may have significant adverse consequences
for financial companies, including effects not intended by such regulation. The impact of more stringent capital requirements,
or recent or future regulation in various countries, on any individual financial company or on financial companies as a whole
cannot be predicted. Certain risks may impact the value of investments in financial companies more severely than those of investments
in other issuers, including the risks associated with companies that operate with substantial financial leverage. Financial companies
may also be adversely affected by volatility in interest rates, loan losses and other customer defaults, decreases in the availability
of money or asset valuations, credit rating downgrades and adverse conditions in other related markets. Insurance companies in
particular may be subject to severe price competition and/or rate regulation, which may have an adverse impact on their profitability.
Financial companies are also a target for cyber attacks and may experience technology malfunctions and disruptions as a result.
Health Care Companies Risk. Through the Fund’s investments in senior loans, the Fund may be significantly exposed to companies in the health care sector. Health care companies are involved in medical services
or health care, including biotechnology research and production, drugs and pharmaceuticals and health care facilities and services. These
companies are subject to extensive competition, generic drug sales or the loss of patent protection, product liability litigation
and increased government regulation. Research and development costs of bringing new drugs to market are substantial, and there is no
guarantee that the product will ever come to market. Health care facility operators may be affected by the demand for services, efforts
by government or insurers to limit rates, restriction of government financial assistance and competition from other providers.
Illiquid Securities Risk. The Fund invests a substantial portion of its assets in lower-quality debt issued
by companies that are highly leveraged. Lower-quality debt tends to be less liquid than higher-quality debt. Moreover,
smaller debt issues tend to be less liquid than larger debt issues. Although the resale or secondary market for senior loans is growing,
it is currently limited. There is no organized exchange or board of trade on which senior loans are traded. Instead, the secondary
market for senior loans is an unregulated inter-dealer or inter-bank resale market. In addition, senior loans in which the Fund
invests may require the consent of the borrower and/or agent prior to the settlement of the sale or assignment. These consent requirements can delay or impede the Fund’s ability to settle the sale of senior loans. Depending on market conditions, the Fund may have
difficulty disposing its senior loans, which may adversely impact its ability to obtain cash to repay debt, to pay dividends, to pay
expenses or to take advantage of new investment opportunities.
Information Technology Companies Risk. Information technology companies produce and provide hardware, software and information technology systems and services. Information technology companies are
generally subject to the following risks: rapidly changing technologies and existing product obsolescence; short product life cycles;
fierce competition; aggressive pricing and reduced profit margins; the loss of patent, copyright and trademark protections; cyclical
market patterns; evolving industry standards; and frequent new product introductions and new market entrants. Information technology
companies may be smaller and less experienced companies, with limited product lines, markets or financial resources and fewer experienced
management or marketing personnel. Information technology company stocks, particularly those involved with the internet,
have experienced extreme price and volume fluctuations that are often unrelated to their operating performance. In addition,
information technology companies are particularly vulnerable to federal, state and local government regulation, and competition and
consolidation, both domestically and internationally, including competition from foreign competitors with lower production costs. Information
technology companies also face competition for services of qualified personnel and heavily rely on patents and intellectual property
rights and the ability to enforce such rights to maintain a competitive advantage.
Interest Rate Risk. The yield on the Fund’s common shares will tend to rise or fall as market interest rates rise and fall, as senior loans pay interest at rates which float in response to changes in market rates. Changes
in prevailing interest rates can be expected to cause some fluctuation in the Fund’s net asset value. Similarly, a sudden and significant increase in market interest rates may cause a decline in the Fund’s net asset value.
Leverage Risk. The use of leverage by the Fund can magnify the effect of any losses. If the income
and gains from the securities and investments purchased with leverage proceeds do not cover the cost of leverage, the
return to the common shares will be less than if leverage had not been used. Leverage involves risks and special considerations for
common shareholders including: (i) the likelihood of greater volatility of net asset value and market price of the common shares than
a comparable portfolio without leverage; (ii) the
Investment Objectives, Policies, Risks and Effects of Leverage (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
risk that fluctuations in interest rates on borrowings will reduce the return to the
common shareholders or will result in fluctuations in the dividends paid on the common shares; (iii) in a declining market, the use of leverage
is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not leveraged, which may result
in a greater decline in the market price of the common shares; and (iv) when the Fund uses certain types of leverage, the investment
advisory fee payable to the Advisor will be higher than if the Fund did not use leverage.
LIBOR Risk. As of June 30, 2023, nearly all LIBOR publications ceased. While some LIBOR rates
will continue to be published for a short period of time after June 30, 2023, it is only on an unrepresentative synthetic
basis. Transitioning to a new reference rate may affect the value, liquidity or return on certain Fund investments and may result in
costs incurred in connection with closing out positions and entering into new trades. Any potential effects of the transition away
from LIBOR on the Fund or on certain instruments in which the Fund invests can be difficult to ascertain, and they may vary depending
on a variety of factors. In the United States, the Secured Overnight Financing Rate (“SOFR”) has been identified as the preferred alternative to LIBOR. There is no assurance that the composition or characteristics of SOFR, or any alternative reference rate, will be
similar to or produce the same value or economic equivalence as LIBOR or that instruments using an alternative rate will have the same
volume or liquidity.
Management Risk and Reliance on Key Personnel. The implementation of the Fund’s investment strategy depends upon the continued contributions of certain key employees of the Advisor, some of whom have
unique talents and experience and would be difficult to replace. The loss or interruption of the services of a key member of
the portfolio management team could have a negative impact on the Fund.
Market Discount from Net Asset Value. Shares of closed-end investment companies such as the Fund frequently trade at a
discount from their net asset value. The Fund cannot predict whether its common shares will
trade at, below or above net asset value.
Market Risk. Investments held by a fund, as well as shares of a fund itself, are subject to market
fluctuations caused by real or perceived adverse economic conditions, political events, regulatory factors or market
developments, changes in interest rates and perceived trends in securities prices. Shares of a fund could decline in value or
underperform other investments as a result of the risk of loss associated with these market fluctuations. In addition, local, regional or
global events such as war, acts of terrorism, market manipulation, government defaults, government shutdowns, regulatory actions, political
changes, diplomatic developments, the imposition of sanctions and other similar measures, spread of infectious diseases
or other public health issues, recessions, or other events could have a significant negative impact on a fund and its investments. Any
of such circumstances could have a materially negative impact on the value of the Fund’s shares, the liquidity of an investment, and result in increased market volatility. During any such events, the Fund’s shares may trade at increased premiums or discounts to their net asset value, the bid/ask spread on the Fund’s shares may widen and the returns on investment may fluctuate.
Non-U.S. Securities Risk. The Fund may invest a portion of its assets in securities of non-U.S. issuers. Investing
in securities of non-U.S. issuers may involve certain risks not typically associated with investing
in securities of U.S. issuers. These risks include: (i) there may be less publicly available information about non-U.S. issuers or markets
due to less rigorous disclosure or accounting standards or regulatory practices; (ii) non-U.S. markets may be smaller, less liquid
and more volatile than the U.S. market; (iii) potential adverse effects of fluctuations in currency exchange rates or controls on the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience
a downturn or recession; (v) the impact of economic, political, social or diplomatic events; (vi) certain non-U.S. countries
may impose restrictions on the ability of non-U.S. issuers to make payments of principal and interest to investors located in the United
States due to blockage of non-U.S. currency exchanges or otherwise; and (vii) withholding and other non-U.S. taxes may decrease the Fund’s return. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards
as are U.S. companies. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. These risks may be
more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region.
Operational Risk. The Fund is subject to risks arising from various operational factors, including,
but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third parties for
a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objectives. Although the Fund and the Advisor seek to reduce these operational risks through controls
and procedures, there is no way to completely protect against such risks.
Potential Conflicts of Interest Risk. First Trust and the portfolio managers have interests which may conflict with the
interests of the Fund. In particular, First Trust currently manages and may in the future manage and/or
advise other investment funds or accounts with the same or substantially similar investment objectives and strategies as the Fund.
In addition, while the Fund is using leverage, the
Investment Objectives, Policies, Risks and Effects of Leverage (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
amount of the fees paid to First Trust for investment advisory and management services
are higher than if the Fund did not use leverage because the fees paid are calculated based on managed assets. Therefore,
First Trust has a financial incentive to leverage the Fund.
Prepayment Risk. Loans are subject to prepayment risk. Prepayment risk is the risk that the borrower
on a loan will repay principal (in part or in whole) prior to the scheduled maturity date. The degree to which borrowers
prepay loans, whether as a contractual requirement or at their election, may be affected by general business conditions,
interest rates, the financial condition of the borrower and competitive conditions among loan investors, among others. As such, prepayments
cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Fund
derives interest income will be reduced. The Fund may not be able to reinvest the proceeds received on terms as favorable as the prepaid
loan.
Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds from matured, traded or called instruments at market interest rates that are below the Fund’s portfolio’s current earnings rate. A decline in income could affect the common shares’ market price, level of distributions or the overall return of the Fund.
Risks Associated with Investments in Distressed Issuers. The Fund may invest in instruments of distressed issuers, including firms that have defaulted on their debt obligations and/or filed for bankruptcy protection.
Investing in such investments involves a far greater level of risk than investing in issuers whose debt obligations are being met and whose debt trades at or close to its “par” value. These investments are highly speculative with respect to the issuer’s ability to continue to make interest payments and/or to pay its principal obligations in full; can be very difficult to properly value, making them
susceptible to a high degree of price volatility and rendering them less liquid than performing debt obligations; and, for issuers involved
in a bankruptcy proceeding, can be subject to a high degree of uncertainty with regard to both the timing and the amount of the ultimate
settlement.
Second Lien Loan Risk. A second lien loan may have a claim on the same collateral pool as the first lien
or it may be secured by a separate set of assets. Second lien loans are typically secured by a second priority
security interest or lien on specified collateral securing the borrower’s obligation under the interest. Because second lien loans are second to first lien loans, they present a greater degree of investment risk. Specifically, these loans are subject to the additional
risk that the cash flow of the borrower and property securing the loan may be insufficient to meet scheduled payments after giving effect
to those loans with a higher priority. In addition, loans that have a lower than first lien priority on collateral of the borrower generally
have greater price volatility than those loans with a higher priority and may be less liquid.
Senior Loan Risk. The Fund invests in senior loans and therefore is subject to the risks associated
therewith. Investments in senior loans are subject to the same risks as investments in other types of debt securities,
including credit risk, interest rate risk, liquidity risk and valuation risk (which may be heightened because of the limited public information
available regarding senior loans and because loan borrowers may be leveraged and tend to be more adversely affected by changes
in market or economic conditions). Further, no active trading market may exist for certain senior loans, which may impair the ability
of the Fund to realize full value in the event of the need to sell a senior loan and which may make it difficult to value senior loans. Senior loans may not be considered “securities” and the Fund may not be entitled to rely on the anti-fraud protections of the federal
securities laws.
In the event a borrower fails to pay scheduled interest or principal payments on a
senior loan held by the Fund, the Fund will experience a reduction in its income and a decline in the value of the senior loan,
which will likely reduce dividends and lead to a decline in the net asset value of the Fund’s common shares. If the Fund acquires a senior loan from another lender, for example, by acquiring a participation, the Fund may also be subject to credit risks with respect
to that lender. Although senior loans may be secured by specific collateral, the value of the collateral may not equal the Fund’s investment when the senior loan is acquired or may decline below the principal amount of the senior loan subsequent to the Fund’s investment. Also, to the extent that collateral consists of stock of the borrower or its subsidiaries or affiliates, the Fund bears the risk that the
stock may decline in value, be relatively illiquid, and/or may lose all or substantially all of its value, causing the senior loan to be under
collateralized. Therefore, the liquidation of the collateral underlying a senior loan may not satisfy the issuer’s obligation to the Fund in the event of non-payment of scheduled interest or principal, and the collateral may not be readily liquidated. The senior loan market
has seen a significant increase in loans with weaker lender protections including, but not limited to, limited financial maintenance
covenants or, in some cases, no financial maintenance covenants (i.e., “covenant-lite loans”) that would typically be included in a traditional loan agreement and general weakening of other restrictive covenants applicable to the borrower such as limitations
on incurrence of additional debt, restrictions on payments of junior debt or restrictions on dividends and distributions. Weaker lender
protections such as the absence of financial maintenance covenants in a loan agreement and the inclusion of “borrower-favorable” terms may impact recovery values and/or trading levels of senior loans in the future. The absence of financial maintenance
covenants in a loan agreement generally means that the lender may not be able to declare a default if financial performance deteriorates. This may hinder the Fund’s ability to reprice credit risk associated with a particular borrower and reduce the Fund’s ability to restructure a problematic loan and mitigate potential loss. As a result, the Fund’s exposure to losses on investments in senior loans may be increased, especially during a downturn in the credit cycle or changes in market or economic conditions.
Investment Objectives, Policies, Risks and Effects of Leverage (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
Valuation Risk. The valuation of senior loans may carry more risk than that of common stock. Because
the secondary market for senior loans is limited, it may be difficult to value the loans held by the Fund.
Market quotations may not be readily available for some senior loans and valuation may require more research than for liquid securities. In
addition, elements of judgment may play a greater role in the valuation of senior loans than for securities with a secondary market,
because there is less reliable objective data available. These difficulties may lead to inaccurate asset pricing.
Investment Objectives, Policies, Risks and Effects of Leverage (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
Effects of Leverage
The aggregate principal amount of borrowings under the credit agreement (the “Credit Agreement”) with The Toronto-Dominion Bank, New York Branch represented approximately 9.76% of Managed Assets as of May
31, 2024. Asset coverage with respect to the borrowings was 1024.31% as of May 31, 2024 and the Fund had $95,000,000 of unutilized
funds available for borrowing under the Credit Agreement as of that date. As of May 31, 2024, the maximum commitment amount
of the Credit Agreement was $126,000,000. As of May 31, 2024, the approximate average annual interest and fee rate was 7.44%.
Assuming that the Fund’s leverage costs remain as described above (at an assumed average annual cost of 7.44%), the annual return that the Fund’s portfolio must experience (net of expenses) in order to cover its leverage costs would be 0.73%.
The following table is furnished in response to requirements of the Securities and Exchange Commission (“SEC”). It is designed to illustrate the effect of leverage on Common Share total return, assuming investment
portfolio total returns (comprised of income and changes in the value of securities held in the Fund’s portfolio) of (10%), (5%), 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment
portfolio returns experienced or expected to be experienced by the Fund.
The table further assumes leverage representing 9.76% of the Fund’s Managed Assets, net of expenses, and an annual leverage interest and fee rate of 7.44%.
Assumed Portfolio Total Return (Net of Expenses)
|
|
|
|
|
|
Common Share Total Return
|
|
|
|
|
|
Common share total return is composed of two elements: the common share dividends
paid by the Fund (the amount of which is largely determined by the net investment income of the Fund after paying dividends
or interest on its leverage instruments) and gains or losses on the value of the securities the Fund owns. As required by SEC rules,
the table above assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume
a total return of 0% the Fund must assume that the interest it receives on its debt security investments is entirely offset by losses
in the value of those investments.
Board of Trustees and Officers
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
The following tables identify the Trustees and Officers of the Fund. Unless otherwise
indicated, the address of all persons is 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.
Name, Year of Birth and
Position with the Fund
|
Term of Office
and Year First
Elected or
Appointed(1)
|
Principal Occupations
During Past 5 Years
|
Number of
Portfolios in
the First Trust
Fund Complex
Overseen by
Trustee
|
Other Trusteeships or
Directorships Held by
Trustee During Past 5 Years
|
|
Richard E. Erickson, Trustee
(1951)
|
• Three Year
Term
• Since Fund
Inception
|
Retired; Physician, Edward-Elmhurst
Medical Group (2021 to September
2023); Physician and Officer,
Wheaton Orthopedics (1990 to 2021)
|
|
|
Thomas R. Kadlec, Trustee
(1957)
|
• Three Year
Term
• Since Fund
Inception
|
Retired; President, ADM Investor
Services, Inc. (Futures Commission
Merchant) (2010 to July 2022)
|
|
Director, National Futures
Association; Formerly,
Director of ADM Investor
Services, Inc., ADM Investor
Services International,
ADMIS Hong Kong Ltd.,
ADMIS Singapore, Ltd., and
Futures Industry Association
|
Denise M. Keefe, Trustee
(1964)
|
• Three Year
Term
• Since 2021
|
Senior Vice President, Advocate
Health, Continuing Health Division
(Integrated Healthcare System) (2023
to present); Executive Vice President,
Advocate Aurora Health (Integrated
Healthcare System) (2018 to 2023)
|
|
Director and Board Chair of
Advocate Home Health
Services, Advocate Home
Care Products and Advocate
Hospice; Director and Board
Chair of Aurora At Home
(since 2018); Director of
Advocate Physician Partners
Accountable Care
Organization; Director of
RML Long Term Acute Care
Hospitals; Director of Senior
Helpers (2021 to 2024); and
Director of MobileHelp
(2022 to 2024)
|
Robert F. Keith, Trustee
(1956)
|
• Three Year
Term
• Since June
2006
|
President, Hibs Enterprises (Financial
and Management Consulting)
|
|
Formerly, Director of Trust
Company of Illinois
|
Niel B. Nielson, Trustee
(1954)
|
• Three Year
Term
• Since Fund
Inception
|
Senior Advisor (2018 to Present),
Managing Director and Chief
Operating Officer (2015 to 2018),
Pelita Harapan Educational
Foundation (Educational Products and
Services)
|
|
|
(1)
Currently, Niel B. Nielson and Denise M. Keefe, as Class II Trustees, are serving as trustees until the Fund’s 2024 annual meeting of shareholders. James A. Bowen, Robert F. Keith and Bronwyn Wright, as Class III Trustees, are serving as trustees until the Fund’s 2025 annual meeting of shareholders. Richard E. Erickson and Thomas R. Kadlec, as Class I Trustees, are serving as trustees until the Fund’s 2026 annual meeting of shareholders.
Board of Trustees and Officers (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
Name, Year of Birth and
Position with the Fund
|
Term of Office
and Year First
Elected or
Appointed(1)
|
Principal Occupations
During Past 5 Years
|
Number of
Portfolios in
the First Trust
Fund Complex
Overseen by
Trustee
|
Other Trusteeships or
Directorships Held by
Trustee During Past 5 Years
|
|
Bronwyn Wright, Trustee
(1971)
|
• Three Year
Term
• Since 2023
|
Independent Director to a number of
Irish collective investment funds
(2009 to Present); Various roles at
international affiliates of Citibank
(1994 to 2009), including Managing
Director, Citibank Europe plc and
Head of Securities and Fund Services,
Citi Ireland (2007 to 2009)
|
|
|
|
James A. Bowen(2), Trustee and
Chairman of the Board
(1955)
|
• Three Year
Term
• Since Fund
Inception
|
Chief Executive Officer, First Trust
Advisors L.P. and First Trust
Portfolios L.P.; Chairman of the
Board of Directors, BondWave LLC
(Software Development Company)
and Stonebridge Advisors LLC
(Investment Advisor)
|
|
|
|
Position and Offices
with Fund
|
Term of Office
and Length of
Service
|
Principal Occupations
During Past 5 Years
|
|
|
President and Chief
Executive Officer
|
• Indefinite Term
• Since 2016
|
Managing Director and Chief Financial Officer, First Trust
Advisors L.P. and First Trust Portfolios L.P.; Chief Financial
Officer, BondWave LLC (Software Development Company) and
Stonebridge Advisors LLC (Investment Advisor)
|
|
Treasurer, Chief Financial
Officer and Chief
Accounting Officer
|
• Indefinite Term
• Since 2023
|
Senior Vice President, First Trust Advisors L.P. and First Trust
Portfolios L.P., July 2021 to Present. Previously, Vice President,
First Trust Advisors L.P. and First Trust Portfolios L.P., 2014 to
2021.
|
|
Secretary and Chief Legal
Officer
|
• Indefinite Term
• Since Fund
Inception
|
General Counsel, First Trust Advisors L.P. and First Trust
Portfolios L.P.; Secretary and General Counsel, BondWave LLC;
Secretary, Stonebridge Advisors LLC
|
Daniel J. Lindquist
(1970)
|
|
• Indefinite Term
• Since September
2005
|
Managing Director, First Trust Advisors L.P. and First Trust
Portfolios L.P.
|
|
Chief Compliance Officer
and Assistant Secretary
|
• Indefinite Term
• Chief
Compliance
Officer Since
January 2011
• Assistant
Secretary Since
Fund Inception
|
Deputy General Counsel, First Trust Advisors L.P. and First Trust
Portfolios L.P.
|
(2)
Mr. Bowen is deemed an “interested person” of the Fund due to his position as CEO of First Trust Advisors L.P., investment advisor of the Fund.
(3)
The term “officer” means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function.
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2024 (Unaudited)
Privacy Policy
First Trust values our relationship with you and considers your privacy an important
priority in maintaining that relationship. We are committed to protecting the security and confidentiality of your personal information.
We collect nonpublic personal information about you from the following sources:
•
Information we receive from you and your broker-dealer, investment professional or
financial representative through interviews, applications, agreements or other forms;
•
Information about your transactions with us, our affiliates or others;
•
Information we receive from your inquiries by mail, e-mail or telephone; and
•
Information we collect on our website through the use of “cookies.” For example, we may identify the pages on our website that your browser requests or visits.
The type of data we collect may include your name, address, social security number,
age, financial status, assets, income, tax information, retirement and estate plan information, transaction history, account
balance, payment history, investment objectives, marital status, family relationships and other personal information.
Disclosure of Information
We do not disclose any nonpublic personal information about our customers or former
customers to anyone, except as permitted by law. In addition to using this information to verify your identity (as required under
law), the permitted uses may also include the disclosure of such information to unaffiliated companies for the following reasons:
•
In order to provide you with products and services and to effect transactions that
you request or authorize, we may disclose your personal information as described above to unaffiliated financial service providers
and other companies that perform administrative or other services on our behalf, such as transfer agents, custodians
and trustees, or that assist us in the distribution of investor materials such as trustees, banks, financial representatives,
proxy services, solicitors and printers.
•
We may release information we have about you if you direct us to do so, if we are
compelled by law to do so, or in other legally limited circumstances (for example to protect your account from fraud).
In addition, in order to alert you to our other financial products and services, we
may share your personal information within First Trust.
We currently use third party analytics tools, Google Analytics, to gather information for purposes of improving First Trust’s website and marketing our products and services to you. These tools employ cookies, which
are small pieces of text stored in a file by your web browser and sent to websites that you visit, to collect information, track website
usage and viewing trends such as the number of hits, pages visited, videos and PDFs viewed and the length of user sessions in order
to evaluate website performance and enhance navigation of the website. We may also collect other anonymous information, which
is generally limited to technical and web navigation information such as the IP address of your device, internet browser type
and operating system for purposes of analyzing the data to make First Trust’s website better and more useful to our users. The information collected does not include any personal identifiable information such as your name, address, phone number or email address
unless you provide that information through the website for us to contact you in order to answer your questions or respond to your
requests. To find out how to opt-out of these services click on: Google Analytics.
Confidentiality and Security
With regard to our internal security procedures, First Trust restricts access to your
nonpublic personal information to those First Trust employees who need to know that information to provide products or services to you.
We maintain physical, electronic and procedural safeguards to protect your nonpublic personal information.
Policy Updates and Inquiries
As required by federal law, we will notify you of our privacy policy annually. We
reserve the right to modify this policy at any time, however, if we do change it, we will tell you promptly. For questions about our policy,
or for additional copies of this notice, please go to www.ftportfolios.com, or contact us at 1-800-621-1675 (First Trust Portfolios) or 1-800-222-6822 (First
Trust Advisors).
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INVESTMENT ADVISOR
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
ADMINISTRATOR,
FUND ACCOUNTANT, AND
CUSTODIAN
The Bank of New York Mellon
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
| (b) | Not applicable to the Registrant. |
Item 2. Code of Ethics.
| (a) | The First Trust Senior Floating Rate Income Fund II (“Registrant”),
as of the end of the period covered by this report, has adopted a code of ethics that applies to the Registrant’s principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless
of whether these individuals are employed by the Registrant or a third party. |
| (c) | There have been no amendments, during the period covered by this report, to a provision of the code of
ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller,
or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, and
that relates to any element of the code of ethics description. |
| (d) | The Registrant, during the period covered by this report, has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the Registrant’s principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals
are employed by the Registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s
instructions. |
| (e) | Not applicable to the Registrant. |
| (f) | A copy of the code of ethics that applies to the Registrant’s principal executive officer, principal
financial officer, principal accounting officer or controller is filed as an exhibit pursuant to Item 13(a)(1). |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by
the report, the Registrant’s Board of Trustees has determined that Thomas R. Kadlec and Robert F. Keith are
qualified to serve as audit committee financial experts serving on its audit committee and that each of them is
“independent,” as defined by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
| (a) | Audit Fees (Registrant) -- The aggregate fees billed for professional services rendered by the principal
accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements were $59,000 for the fiscal year ended 2023 and $59,000 for the fiscal
year ended 2024. |
| (b) | Audit-Related Fees (Registrant) -- The aggregate fees billed for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are
not reported under paragraph (a) of this Item were $0 for the fiscal year ended 2023 and $0 for the fiscal year ended 2024. |
Audit-Related Fees (Investment Advisor)
-- The aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance
of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal
year ended 2023 and $0 for the fiscal year ended 2024.
Audit-Related Fees (Distributor) --
The aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance
of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal
year ended 2023 and $0 for the fiscal year ended 2024.
| (c) | Tax Fees (Registrant) -- The aggregate fees billed for professional services rendered by the principal
accountant for tax return review and debt instrument tax analysis and reporting were $14,070 for the fiscal year ended 2023 and $14,267
for the fiscal year ended 2024. These fees were for tax consultation and/or tax return preparation and professional services rendered
for PFIC (Passive Foreign Investment Company) Identification Services. |
Tax Fees (Investment Advisor) -- The
aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning
to the Registrant’s advisor and distributor $0 for the fiscal year ended 2023 and $0 for the fiscal year ended 2024.
Tax Fees (Distributor) -- The aggregate
fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning to the Registrant’s
distributor were $0 for the fiscal year ended 2023 and $0 for the fiscal year ended 2024.
| (d) | All Other Fees (Registrant) -- The aggregate fees billed for products and services provided by the principal
accountant to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item $0 for the fiscal year ended
2023 and $0 for the fiscal year ended 2024. |
All Other Fees (Investment Advisor)
-- The aggregate fees billed for products and services provided by the principal accountant to the Registrant’s investment advisor,
other than the services reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended 2023 and $0 for the fiscal
year ended 2024.
All Other Fees (Distributor) -- The
aggregate fees billed for products and services provided by the principal accountant to the Registrant’s distributor, other than
the services reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended 2023 and $0 for the fiscal year ended
2024.
(e)(1) Disclose
the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
Pursuant to its charter and its Audit
and Non-Audit Services Pre-Approval Policy, the Audit Committee (the “Committee”) is responsible for the pre-approval of all
audit services and permitted non-audit services (including the fees and terms thereof) to be performed for the Registrant by its independent
auditors. The Chairman of the Committee is authorized to give such pre-approvals on behalf of the Committee up to $25,000 and report any
such pre-approval to the full Committee.
The Committee is also responsible for
the pre-approval of the independent auditor’s engagements for non-audit services with the Registrant’s advisor (not including
a sub-advisor whose role is primarily portfolio management and is sub-contracted or overseen by another investment advisor) and any entity
controlling, controlled by or under common control with the investment advisor that provides ongoing services to the Registrant, if the
engagement relates directly to the operations and financial reporting of the Registrant, subject to the de minimis exceptions for non-audit
services described in Rule 2-01 of Regulation S-X. If the independent auditor has provided non-audit services to the Registrant’s
advisor (other than any sub-advisor whose role is primarily portfolio management and is sub-contracted with or overseen by another investment
advisor) and any entity controlling, controlled by or under common control with the investment advisor that provides ongoing services
to the Registrant that were not pre-approved pursuant to its policies, the Committee will consider whether the provision of such non-audit
services is compatible with the auditor’s independence.
(e)(2) The percentage
of services described in each of paragraphs (b) through (d) for the Registrant and the Registrant’s investment advisor and distributor
of this Item that were approved by the audit committee pursuant to the pre-approval exceptions included in paragraph (c)(7)(i)(C) or paragraph(C)(7)(ii)
of Rule 2-01 of Regulation S-X are as follows:
Registrant: |
|
Advisor and Distributor: |
|
(b) 0% |
|
(b) 0% |
|
(c) 0% |
|
(c) 0% |
|
(d) 0% |
|
(d) 0% |
|
| (f) | The percentage of hours expended on the principal accountant’s engagement to audit the Registrant’s
financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s
full-time, permanent employees was less than fifty percent. |
| (g) | The aggregate non-audit fees billed by the Registrant’s accountant for services rendered to the
Registrant, and rendered to the Registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio
management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common
control with the advisor that provides ongoing services to the Registrant for the fiscal year ended 2023 were $14,070 for the Registrant,
$31,000 for the Registrant’s investment advisor and $0 for the Registrant’s distributor; and for the fiscal year ended 2024
were $14,267 for the Registrant, $28,600 for the Registrant’s investment advisor and $0 for the Registrant’s distributor. |
| (h) | The Registrant’s audit committee of its Board of Trustees has determined that the provision of non-audit
services that were rendered to the Registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio
management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common
control with the investment advisor that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. |
(i) Not applicable
to the Registrant.
(j) Not applicable
to the Registrant.
Item 5. Audit Committee of Listed Registrants.
| (a) | The Registrant has a separately designated standing audit committee established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934 consisting of all the independent directors of the Registrant. The audit committee
of the Registrant is comprised of: Richard E. Erickson, Thomas R. Kadlec, Denise M. Keefe, Robert F. Keith, Niel B. Nielson and Bronwyn
Wright. |
| (b) | Not applicable to the Registrant. |
Item 6. Investments.
| (a) | The Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period
is included in the Registrant’s Annual Report, which is included as Item 1 of this Form N-CSR. |
| (b) | Not applicable to the Registrant. |
Item 7. Financial Statements and Financial
Highlights for Open-End Management Investment Companies.
(a) Not applicable
to the Registrant.
(b) Not applicable
to the Registrant.
Item 8. Changes in and Disagreements with
Accountants for Open-End Management Investment Companies.
Not applicable to the Registrant.
Item 9. Proxy Disclosures for Open-End Management
Investment Companies.
Not applicable to the Registrant.
Item 10. Remuneration Paid to Directors,
Officers, and Others of Open-End Management Investment Companies
Not applicable to the Registrant.
Item 11. Statement Regarding Basis for Approval
of Investment Advisory Contract.
There were no
approvals of an investment advisory contract during the Registrant’s most recent fiscal half-year.
Item 12. Disclosure
of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Proxy Voting Policies are attached herewith.
Item 13. Portfolio Managers of Closed-End
Management Investment Companies.
(a)(1) Identification of Portfolio Manager(s)
or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
Information provided as of May 31, 2024
The First Trust Advisors Leveraged Finance
Investment team manages a portfolio comprised primarily of U.S. dollar denominated, senior secured floating-rate loans. The Portfolio
Managers are responsible for directing the investment activities within the Fund. William Housey is the Senior Portfolio Manager and has
primary responsibility for investment decisions. Jeffrey Scott assists Mr. Housey and there are also Senior Credit Analysts assigned to
certain industries. The Portfolio Managers are supported in their portfolio management activities by the First Trust Advisors Leveraged
Finance investment team, including a team of credit analysts, designated traders, and operations personnel. Senior Credit Analysts are
assigned industries and Associate Credit Analysts support the Senior Credit Analysts. All credit analysts, operations personnel, designated
traders, and portfolio managers report to Mr. Housey.
(a)(2) Other Accounts Managed by Portfolio
Manager(s) or Management Team Member and Potential Conflicts of Interest
Information provided as of May 31,
2024
Name
of Portfolio
Manager or
Team Member |
Type
of Accounts |
Total # of Accounts
Managed* |
Total Assets |
# of Accounts Managed for
which Advisory Fee is
Based on Performance |
Total Assets for which Advisory Fee is Based
on Performance |
William Housey |
Registered Investment Companies |
7 |
$5.768B |
0 |
0 |
Jeffrey Scott |
Registered Investment Companies |
7 |
$5.768B |
0 |
0 |
Potential Conflicts of Interests
Potential conflicts of interest may arise when
a portfolio manager of the Registrant has day-to-day management responsibilities with respect to one or more other funds or other accounts.
The First Trust Advisors Leveraged Finance Investment Team adheres to its trade allocation policy utilizing a pro-rata methodology to
address this conflict.
First Trust and its affiliate, First Trust Portfolios
L.P. (“FTP”'), have in place a joint Code of Ethics and Insider Trading Policies and Procedures that are designed to (a)
prevent First Trust personnel from trading securities based upon material inside information in the possession of such personnel and
(b) ensure that First Trust personnel avoid actual or potential conflicts of interest or abuse of their positions of trust and responsibility
that could occur through such activities as front running securities trades for the Registrant. Personnel are required to have duplicate
confirmations and account statements delivered to First Trust and FTP compliance personnel who then compare such trades to trading activity
to detect any potential conflict situations. In addition to the personal trading restrictions specified in the Code of Ethics and Insider
Trading Policies and Procedures, employees in the First Trust Advisors Leveraged Finance Investment Team are prohibited from buying or
selling equity securities (including derivative instruments such as options, warrants and futures) and corporate bonds for their personal
account and in any accounts over which they exercise control. Employees in the First Trust Advisors Leveraged Finance Investment Team
are also prohibited from engaging in any personal transaction while in possession of material non-public information regarding the security
or the issuer of the security. First Trust and FTP also maintain a restricted list of all issuers for which the First Trust Advisors
Leveraged Finance Investment Team has material non-public information in its possession and all transactions executed for a product advised
or supervised by First Trust or FTP are compared daily against the restricted list.
(a)(3) Compensation Structure of Portfolio Manager(s)
or Management Team Members
Information provided as of May 31,
2024
The compensation structure for internal
portfolio managers is based upon a fixed salary as well as a discretionary bonus determined by the management of FTA. Salaries are determined
by management and are based upon an individual’s position and overall value to the firm. Bonuses are also determined by management
and are generally based upon an individual’s or team’s overall contribution to the success of the firm, assets under management
and the profitability of the firm. Certain internal portfolio managers have an indirect ownership stake in the firm and will therefore
receive their allocable share of ownership related distributions.
(a)(4) Disclosure of Securities Ownership
as of May 31, 2024
Name of Portfolio Manager
or Team Member |
Dollar ($) Range of Fund
Shares Beneficially Owned |
William Housey |
$50,001-$100,000 |
Jeffrey Scott |
$10,001-$50,000 |
| (b) | Not applicable to the Registrant. |
Item 14. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
No reportable purchases for the period covered by this report.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the
procedures by which the shareholders may recommend nominees to the Registrant’s board of directors, where those changes were implemented
after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407)
(as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 16. Controls and Procedures.
| (a) | The Registrant’s principal executive and principal financial officers,
or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective,
as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation
of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under
the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the Registrant’s internal control over financial
reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
The Registrant did not engage in any securities lending activity
and no services were provided by the securities lending agent to the Registrant during its most recent fiscal year.
Item 18. Recovery of Erroneously Awarded Compensation.
| (a) | Not applicable to the Registrant. |
| (b) | Not applicable to the Registrant. |
Item 19. Exhibits.
| (a)(2) | Not applicable to the Registrant. |
| (a)(4) | Not applicable to the Registrant. |
| (a)(5) | Not applicable to the Registrant. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(registrant) |
|
First Trust Senior Floating Rate Income
Fund II |
By (Signature and Title)* |
|
/s/ James M. Dykas |
|
|
James M. Dykas, President and Chief Executive Officer (principal executive officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* |
|
/s/ James M. Dykas |
|
|
James M. Dykas, President and Chief Executive Officer (principal executive officer) |
By (Signature and Title)* |
|
/s/ Derek D. Maltbie |
|
|
Derek D. Maltbie, Treasurer, Chief Financial Officer and Chief Accounting Officer (principal financial
officer) |
* Print the name and title of each signing officer under his
or her signature.
SENIOR FINANCIAL OFFICER
CODE OF CONDUCT
I. Introduction
This code of conduct is being
adopted by the investment companies advised by First Trust Advisors L.P., from time to time, (the "FUNDS"). The reputation and
integrity of the Funds are valuable assets that are vital to the Funds' success. Each officer of the Funds, and officers and employees
of the investment adviser to the Funds who work on Fund matters, including each of the Funds' senior financial officers ("SFOS"),
is responsible for conducting each Fund's business in a manner that demonstrates a commitment to the highest standards of integrity.
SFOs include the Principal Executive Officer (who is the President), the Controller (who is the principal accounting officer),
and the Treasurer (who is the principal financial officer), and any person who performs a similar function.
The Funds, First Trust Advisors
L.P. and First Trust Portfolios have adopted Codes of Ethics under Rule 17j-1 under the Investment Company Act of 1940 (the "RULE
17J-1 CODE"). These Codes of Ethics are designed to prevent certain conflicts of interest that may arise when officers, employees,
or directors of the Funds and the foregoing entities know about present or future Fund transactions and/or have the power to influence
those transactions, and engage in transactions with respect to those same securities in their personal account(s) or otherwise
take advantage of their position and knowledge with respect to those securities. In an effort to prevent these conflicts and in
accordance with Rule 17j-1, the Funds adopted their Rule 17j-1 Code to prohibit transactions and conduct that create conflicts
of interest, and to establish compliance procedures.
The Sarbanes-Oxley Act of
2002 was designed to address corporate malfeasance and to help assure investors that the companies in which they invest are accurately
and completely disclosing financial information. Under Section 406 of the Act, all public companies (including the Funds) must
either have a code of ethics for their SFOs, or disclose why they do not. The Act was intended to prevent future situations (such
as occurred in well-reported situations involving such companies as Enron and WorldCom) where a company creates an environment
in which employees are afraid to express their opinions or to question unethical and potentially illegal business practices.
The Funds have chosen to
adopt a senior financial officer Code of Conduct to encourage their SFOs, and other Fund officers and employees of First Trust
Advisors or First Trust Portfolios to act ethically and to question potentially unethical or illegal practices, and to strive
to ensure that the Funds' financial disclosures are complete, accurate, and understandable.
II. Purposes of This Code of Conduct
The purposes of this Code
are:
A. To promote honest and
ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships;
B. To promote full, fair,
accurate, timely, and understandable disclosure in reports and documents that the Funds file with, or submits to, the SEC and
in other public communications the Funds make;
C. To promote compliance
with applicable governmental laws, rules and regulations;
D. To encourage the prompt
internal reporting to an appropriate person of violations of the Code; and
E. To establish accountability
for adherence to the Code.
III. Questions About This Code
The Funds' Boards of Trustees
have designated W. Scott Jardine or other appropriate officer designated by the President of the respective Funds to be the Compliance
Coordinator for the implementation and administration of the Code.
IV. Handling of Financial Information
The Funds have adopted guidelines
under which its SFOs perform their duties. However, the Funds expect that all officers or employees of the adviser or distributor
who participate in the preparation of any part of any Fund's financial statements follow these guidelines with respect to each
Fund:
A. Act with honesty and
integrity and avoid violations of this Code, including actual or apparent conflicts of interest with the Fund in personal and
professional relationships.
B. Disclose to the Fund's
Compliance Coordinator any material transaction or relationship that reasonably could be expected to give rise to any violations
of the Code, including actual or apparent conflicts of interest with the Fund. You should disclose these transactions or relationships
whether you are involved or have only observed the transaction or relationship. If it is not possible to disclose the matter to
the Compliance Coordinator, it should be disclosed to the Fund's Principal Financial Officer or Principal Executive Officer.
C. Provide information
to the Fund's other officers and appropriate employees of service providers (adviser, administrator, outside auditor, outside
counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable.
D. Endeavor to ensure
full, fair, timely, accurate, and understandable disclosure in the Fund's periodic reports.
E. Comply with the federal
securities laws and other applicable laws and rules, such as the Internal Revenue Code.
F. Act in good faith,
responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing your independent
judgment to be subordinated.
G. Respect the confidentiality
of information acquired in the course of your work except when you have Fund approval to disclose it or where disclosure is otherwise
legally mandated. You may not use confidential information acquired in the course of your work for personal advantage.
H. Share and maintain
skills important and relevant to the Fund's needs.
I. Proactively promote
ethical behavior among peers in your work environment.
J. Responsibly use and
control all assets and resources employed or entrusted to you.
K. Record or participate
in the recording of entries in the Fund's books and records that are accurate to the best of your knowledge.
V. Waivers of This Code
SFOs and other parties subject
to this Code may request a waiver of a provision of this Code (or certain provisions of the Fund's Rule 17j-1 Code) by submitting
their request in writing to the Compliance Coordinator for appropriate review. An executive officer of the Fund or the Audit Committee
will decide whether to grant a waiver. All waivers of this Code must be disclosed to the Fund's shareholders to the extent required
by SEC rules. A good faith interpretation of the provisions of this Code, however, shall not constitute a waiver.
VI. Annual Certification
Each SFO will be asked to
certify on an annual basis that he/she is in full compliance with the Code and any related policy statements.
VII. Reporting Suspected Violations
A. SFOs or other officers
of the Funds or employees of the First Trust group who work on Fund matters who observe, learn of, or, in good faith, suspect
a violation of the Code MUST immediately report the violation to the Compliance Coordinator, another member of the Funds' or First
Trust's senior management, or to the Audit Committee of the Fund Board. An example of a possible Code violation is the preparation
and filing of financial disclosure that omits material facts, or that is accurate but is written in a way that obscures its meaning.
B. Because service providers
such as an administrator, outside accounting firm, and custodian provide much of the work relating to the Funds' financial statements,
you should be alert for actions by service providers that may be illegal, or that could be viewed as dishonest or unethical conduct.
You should report these actions to the Compliance Coordinator even if you know, or think, that the service provider has its own
code of ethics for its SFOs or employees.
C. SFOs or other officers
or employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported
violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.
VIII. Violations of The Code
A. Dishonest, unethical or
illegal conduct will constitute a violation of this Code, regardless of whether this Code specifically refers to that particular
conduct. A violation of this Code may result in disciplinary action, up to and including termination of employment. A variety
of laws apply to the Funds and their operations, including the Securities Act of 1933, the Investment Company Act of 1940, state
laws relating to duties owed by Fund directors and officers, and criminal laws. The federal securities laws generally prohibit
the Funds from making material misstatements in its prospectus and other documents filed with the SEC, or from omitting to state
a material fact. These material misstatements and omissions include financial statements that are misleading or omit materials
facts.
B. Examples of criminal violations
of the law include stealing, embezzling, misapplying corporate or bank funds, making a payment for an expressed purpose on a Fund's
behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash
or other items of value that are intended to influence the judgment or actions of political candidates, government officials or
businesses in connection with any of the Funds' activities. The Funds must and will report all suspected criminal violations to
the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.
Amended: June 1, 2009
Certification Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302
of the Sarbanes-Oxley Act
I, James M. Dykas, certify that:
| 1. | I have reviewed this report on Form N-CSR of First Trust Senior Floating Rate Income Fund II; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this
report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting. |
Date: |
|
August 8, 2024 |
|
/s/ James M. Dykas |
|
|
|
|
|
James M. Dykas, President and Chief Executive Officer
(principal executive officer) |
|
Certification Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302
of the Sarbanes-Oxley Act
I, Derek D. Maltbie, certify that:
| 1. | I have reviewed this report on Form N-CSR of First Trust Senior Floating Rate Income Fund II; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this
report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting. |
Date: |
|
August 8, 2024 |
|
/s/ Derek D. Maltbie |
|
|
|
|
|
Derek D. Maltbie, Treasurer, Chief Financial Officer
and
Chief Accounting Officer
(principal financial officer) |
|
Certification Pursuant to Rule 30a-2(b) under the
1940 Act and Section 906
of the Sarbanes-Oxley Act
I, James M. Dykas, President and Chief Executive Officer
of First Trust Senior Floating Rate Income Fund II (the “Registrant”), certify that:
| 1. | The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Registrant. |
Date: |
|
August 8,
2024 |
|
/s/ James M. Dykas |
|
|
|
|
|
James M. Dykas, President and Chief Executive Officer
(principal executive officer) |
|
I, Derek D. Maltbie, Treasurer, Chief Financial Officer
and Chief Accounting Officer of First Trust Senior Floating Rate Income Fund II (the “Registrant”), certify that:
| 1. | The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Registrant. |
Date: |
|
August 8, 2024 |
|
/s/ Derek D. Maltbie |
|
|
|
|
|
Derek D. Maltbie, Treasurer, Chief Financial Officer
and
Chief Accounting Officer
(principal financial officer) |
|
FIRST TRUST ADVISORS L.P.
PROXY VOTING POLICIES AND PROCEDURES
First Trust Advisors
L.P. (“FTA” or the “Adviser”) serves as investment adviser to open- and closed-end investment companies, and other
collective investments (“Funds”), as well as separately managed accounts (collectively,“Clients”). As part of
these services, the Adviser has, in most cases, agreed to or been delegated proxy voting responsibility on such Clients’ behalf
(“Proxy Clients”). FTA is required to adopt and implement policies and procedures reasonably designed to ensure proxy voting
on behalf of Proxy Clients is conducted in a manner that is in their best interests and addresses how conflicts of interest between FTA’s
interests and Proxy Clients’ interests are managed. FTA has adopted the
following policies and procedures to comply with this requirement (the “Policy”).
1. It is the Adviser’s
policy to seek and to ensure that proxies are voted consistently and in the best economic interests of the Proxy Client. The FTA Investment
Committee is responsible for the implementation of the Policy.
2. The Adviser
engaged Institutional Shareholder Services (“ISS”) to provide proxy research, recommendations, and voting services. ISS provides
a password protected website which is accessible to authorized FTA personnel to download upcoming proxy meeting data, including research
reports of companies held in Proxy Client portfolios. The website can be used to view proposed proxy votes and to enter votes for upcoming
meetings for Proxy Client portfolio securities.
3. FTA will
generally follow the ISS Proxy Voting Guidelines (the “Guidelines”) to vote proxies for Proxy Clients’ accounts, so
long as such Guidelines are considered to be in the best interests of the Proxy Client, and there are no noted or perceived conflicts
of interest. FTA’s use of the Guidelines is not intended to constrain FTA’s consideration of any proxy proposal, and there
are times when FTA deviates from the Guidelines, including but not limited to: (i) when required by Rule 12d1-4 agreements between Fund
Proxy Clients and certain acquired funds, if applicable and (ii) to withhold votes or vote against directors solely based on quota criteria.
When FTA deviates from the Guidelines, FTA will consider such proxy voting decisions in light of merit-based considerations which
it believes may impact shareholder value. The Guidelines are posted on the “News and Literature” page on the website (ftportfolios.com)
for each Fund for which FTA votes proxies.
4. FTA will also
vote against shareholder proposals that are not related to a company’s core business and/or do not appear to be an appropriate use
of a company’s resources to maximize shareholder value.
5. FTA may
vote against the Guidelines in other circumstances as it has final authority and fiduciary responsibility for proxy voting.
6. In
certain circumstances, where FTA has determined that it is consistent
with Proxy Clients’ best interests, FTA will not vote a proxy on behalf of one or more Proxy Clients. Such circumstances include:
(a) Limited
Value. Proxies will not be required to be voted on securities in a Proxy Client’s account if the value of the Proxy Client’s
economic interest in the securities is indeterminable or insignificant (less than $1,000). Proxies will also not be required to be voted
for any securities that are no longer held in Proxy Client’s account(s).
(b) Securities
Lending Program. When Fund portfolio securities are out on loan, they are transferred into the borrower’s name and are voted
by the borrower, in its discretion. In most cases, FTA will not recall securities on loan in order to vote a proxy. However, where FTA
determines that a proxy vote, or other shareholder action, is materially important to the Fund Proxy Client’s account, FTA will
make a good faith effort to recall the security for purposes of voting, understanding that in certain cases, the attempt to recall the
security may not be effective in time to meet voting deadlines. In certain instances, in FTA’s discretion, disclosure regarding
FTA’s process for determining whether or not to recall Fund portfolio securities on loan for proxy voting purposes may be provided
as part of the Funds’ annual Form N-PX filing.
(c) Unjustifiable
Costs. In certain circumstances, based on cost-benefit analysis, FTA may choose not to vote when the cost of voting on behalf of
a Proxy Client would exceed any anticipated benefits of the proxy proposal to such Proxy Client (e.g. foreign securities).
(d) International
Markets Share Blocking. Share blocking is the “freezing” of shares for trading purposes at the custodian/sub-custodian
bank level in order to vote proxies. While shares are frozen, they may not be traded. Therefore, the potential exists for a pending trade
to fail if trade settlement falls on a date during the blocking period. In international markets where share blocking applies, FTA typically
will not, but reserves the right to, vote proxies due to the liquidity constraints associated with share blocking.
7. On a regular
basis, FTA Research reviews ISS recommendations on matters determined to have a potential impact of shareholder value to decide whether
to vote as the Guidelines recommend and advises the FTA Investment Committee of its determination.
8. FTA
may determine voting in accordance with the Guidelines is not in the best interests of a Proxy Client. If there is a decision to vote
against the Guidelines, the FTA Investment Committee will document the reason and instruct ISS to change the vote to reflect this decision.
9. Whenever a conflict
of interest arises between ISS and a target company subject to a proxy vote, the Adviser will consider the recommendation of the company
and what the Adviser believes to be in the best interests of the Proxy Client and will vote the proxy without using the Guidelines. If
FTA has knowledge of a material conflict of interest between itself and a Proxy Client, the Adviser shall vote the applicable proxy in
accordance with the Guidelines to avoid such conflict of interest. If there is a conflict of interest between a Fund Proxy Client and
FTA or other Fund service providers, FTA will vote the proxy based on the Guidelines to avoid such conflict of interest.
10. If a Proxy
Client requests the Adviser to follow specific voting guidelines or additional guidelines, the Adviser shall review the request and follow
such guidelines, unless the Adviser determines that it is unable to do so. In such case, the Adviser shall inform the Proxy Client that
it is not able to honor the Proxy Client’s request.
11. FTA periodically
reviews proxy votes to ensure compliance with this Policy.
12. This Policy,
the Guidelines and votes cast for Proxy Clients are available upon request and such Proxy Client requests must be forwarded to FTA Compliance
for review and response. This Policy is also provided with each advisory contract and described and provided with the Form ADV, Part 2A.
Shareholders of Fund
Proxy Clients can review the Policy and a Fund’s voted proxies (if any) during the most recent 12-month period ended June 30 on
the First Trust website at www.ftportfolios.com or by accessing EDGAR on the SEC website at
www.sec.gov.
13. FTA provides
reasonable ongoing oversight of ISS. FTA, or ISS on behalf of FTA, maintains the following records relating to proxy voting:
(a) a
copy of this Policy;
(b) a
copy of each proxy form for which it is responsible to vote;
(c) a
copy of each proxy solicitation, including proxy statements and related materials with regard to each proxy issue it votes;
(d) documents
relating to the identification and resolution of conflicts of interest, if any;
(e) any
documents created by FTA or ISS that were material to a proxy voting decision or that memorialized the basis for that decision; and
(f) a
copy of each written request from any Proxy Client for information on how FTA voted proxies on the Proxy Client’s behalf, and a
copy of any written response by FTA to any written or oral request for information by a Proxy Client on how FTA voted proxies for that
Proxy Client’s account.
These records are either maintained
at FTA’s office or are electronically available to FTA through access to the ISS Proxy Exchange portal.
| Adopted: | September 15, 2003 |
| Amended: | December 10, 2007 |
| Amended: | September 21, 2009 |
| Amended: | September 12, 2016 |
| Amended: | September 22, 2022 |
| Amended: | November 21, 2023 |
v3.24.2.u1
N-2
|
12 Months Ended |
May 31, 2024
$ / shares
shares
|
Cover [Abstract] |
|
Entity Central Index Key |
0001282850
|
Amendment Flag |
false
|
Entity Inv Company Type |
N-2
|
Document Type |
N-CSR
|
Entity Registrant Name |
First
Trust Senior Floating Rate Income Fund II
|
General Description of Registrant [Abstract] |
|
Investment Objectives and Practices [Text Block] |
Investment Objectives
The Fund’s primary objective is to seek a high level of current income. As a secondary objective, the Fund attempts to preserve capital.
Principal Investment Policies
The Fund pursues its investment objectives through investment in a portfolio of Senior
Loans. There can be no assurance that the Fund will achieve its investment objectives. Investment in Senior Loans involves credit
risk and, during periods of generally declining credit quality, it may be particularly difficult for the Fund to achieve its secondary investment
objective.
Under normal market conditions, the Fund invests at least 80% of its Managed Assets
in a diversified portfolio of Senior Loans. The portion of the Fund’s assets invested in Senior Loans will vary from time to time consistent with the Fund’s investment objectives, changes in market prices for Senior Loans, changes in interest rates and other economic
and market factors. Senior Loans generally hold one of the most senior positions in the capital structure of a business entity (the “Borrower”), are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior
to that held by subordinated debtholders and stockholders of the Borrower. The proceeds of Senior Loans primarily are used to finance
leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, and, to a lesser extent, to finance internal
growth and for other corporate purposes. Senior Loans have rates of interest which are typically redetermined either monthly, quarterly
or semiannually by reference to a base lending rate, plus a premium. The Senior Loans in which the Fund invests are primarily below
investment grade instruments, commonly referred to as “high yield” securities or “junk bonds.”
Under normal market conditions, the Fund may also:
•
Invest up to 10% of its Managed Assets through purchasing revolving credit facilities,
investment grade debtor-in-possession financing, unsecured loans, other floating rate debt securities, such as notes, bonds,
and asset-backed securities (such as collateralized loan obligations (“CLOs”)), investment grade loans and fixed income debt obligations of any maturity, money market instruments, such as commercial paper, and publicly-traded high yield
debt securities.
•
Invest up to 10% of its Managed Assets in securities of:
o
Firms that, at the time of acquisition, have defaulted on their debt obligations and/or
filed for protection under Chapter 11 of the U.S. Bankruptcy Code or have entered into a voluntary reorganization in
conjunction with their creditors and stakeholders in order to avoid a bankruptcy filing; or
o
Firms prior to an event of default whose acute operating and/or financial problems
have resulted in the markets valuing their respective securities and debt at sufficiently discounted prices so as to be
yielding, should they not default, a significant premium over comparable duration U.S. Treasury bonds.
These foregoing investments are comprised of Senior Loans and, on limited occasions,
equity and debt securities acquired in connection therewith.
•
Invest up to 15% of its Managed Assets in U.S. dollar-denominated foreign investments,
exclusively in developed countries and territories of those countries, but in no case will the Fund invest in securities
of issuers located in emerging markets.
It is anticipated that at least 80% of the Fund’s Managed Assets are invested in lower grade debt instruments, although from time to time all of the Fund’s Managed Assets may be invested in such lower grade debt instruments. The Fund’s investments in debt instruments may have fixed or variable principal payments and all types of interest
rate and reset terms, including, but not limited to, fixed rate, adjustable rate, zero coupon, contingent, deferred, payment-in-kind and
auction rate features.
The Fund does not intend to purchase publicly-traded equity securities but may receive
such securities as a result of a restructuring of the debt of the issuer or the reorganization of a Senior Loan or as part of a package
of securities acquired together with the Senior Loans of an issuer.
The Fund may enter into certain derivative transactions to seek to manage the risks of the Fund’s portfolio securities and certain of these derivative transactions may provide investment leverage to the Fund’s portfolio. The Fund does not enter into derivative transactions as a principal part of its investment strategy.
“Managed Assets” means the gross asset value of the Fund (including assets attributable to the Fund’s preferred shares of beneficial interest (“Preferred Shares”), if any, and the principal amount of borrowings) minus the sum of the Fund’s accrued and unpaid dividends on any outstanding Preferred Shares and accrued liabilities (other than
the principal amount of any borrowings incurred or of commercial paper or notes issued by the Fund). For purposes of determining Managed
Assets, the liquidation preference of Preferred Shares is not treated as a liability. Percentage limitations described herein
are as of the time of investment by the Fund and may be exceeded on a going-forward basis as a result of market value fluctuations of the Fund’s portfolio and other events.
The Fund’s investment objectives are considered fundamental and may not be changed without shareholder approval. The remainder of the Fund’s investment policies, including its investment strategy, are considered non-fundamental and may be changed by the Board of Trustees without shareholder approval. The Fund will provide investors with at least 60 days’ prior notice of any change in the Fund’s investment strategy. There can be no assurance that the Fund’s investment objectives will be achieved.
Fundamental Investment Policies
The Fund, as a fundamental policy, may not:
1. With respect to 75% of its total assets, purchase any securities, if as a result more than 5% of the Fund’s total assets would then be invested in securities of any single issuer or if, as a result, the Fund would
hold more than 10% of the outstanding voting securities of any single issuer; provided, that Government securities (as defined
in the Investment Company Act of 1940 (the “1940 Act”)), securities issued by other investment companies and cash items (including receivables) shall not be counted for purposes of this limitation.
2. Purchase any security if, as a result of the purchase, 25% or more of the Fund’s total assets (taken at current value) would be invested in the securities of Borrowers and other issuers having their principal business
activities in the same industry; provided, that this limitation shall not apply with respect to obligations issued
or guaranteed by the U.S. Government or by its agencies or instrumentalities.
3. Borrow money, except as permitted by the 1940 Act, the rules thereunder and interpretations
thereof or pursuant to a Commission exemptive order.
4. Issue senior securities, as defined in the 1940 Act, other than: (i) preferred
shares which immediately after issuance will have asset coverage of at least 200%; (ii) indebtedness which immediately after issuance
will have asset coverage of at least 300%; (iii) the borrowings permitted by investment restriction 3 above, or (iv) pursuant
to a Commission exemptive order.
5. Make loans of money or property to any person, except for obtaining interests in
Senior Loans in accordance with its investment objectives, through loans of portfolio securities or the acquisition of
securities subject to repurchase agreements, or pursuant to a Commission rule or exemptive order.
6. Act as an underwriter of securities, except to the extent the Fund may be deemed
to be an underwriter in certain cases when disposing of its portfolio investments or acting as an agent or one of a group of
co-agents in originating Senior Loans.
7. Purchase or sell real estate, commodities or commodities contracts except pursuant
to the exercise by the Fund of its rights under loan agreements, bankruptcy or reorganization, or pursuant to a Commission rule
or exemptive order, and except to the extent the interests in Senior Loans the Fund may invest in are considered to
be interests in real estate, commodities or commodities contracts and except to the extent that hedging instruments the Fund may
invest in are considered to be commodities or commodities contracts.
For purposes of fundamental investment restriction numbers 1 and 2 above, the Fund
treats the Lender selling a participation and any persons interpositioned between the Lender and the Fund as an issuer. The Fund may
incur borrowings and/or issue series of notes or other senior securities in an amount up to 33-1/3% (or such other percentage to the
extent permitted by the 1940 Act) of its total assets (including the amount borrowed) less all liabilities other than borrowings.
|
Risk Factors [Table Text Block] |
Principal Risks
The Fund is a closed-end management investment company designed primarily as a long-term
investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty
inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. The following discussion
summarizes the principal risks associated with investing in the Fund, which includes the risk that you could lose some or all of
your investment in the Fund. The Fund is subject to the informational requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940 and, in accordance therewith, files reports, proxy statements and other information that is available
for review. The order of the below risk factors does not indicate the significance of any particular risk factor.
Credit Agency Risk. Credit ratings are determined by credit rating agencies and are only the opinions
of such entities. Ratings assigned by a rating agency are not absolute standards of credit quality and do not
evaluate market risk or the liquidity of securities. Any shortcomings or inefficiencies in credit rating agencies’ processes for determining credit ratings may adversely affect the credit ratings of securities held by the Fund or such credit rating agency’s ability to evaluate creditworthiness and, as a result, may adversely affect those securities’ perceived or actual credit risk.
Credit and Below-Investment Grade Securities Risk. Credit risk is the risk that the issuer or other obligated party of a debt security
in the Fund’s portfolio will fail to pay, or it is perceived that it will fail to pay, dividends or interest and/or repay principal, when due. Below-investment grade instruments, including instruments that are not rated but judged
to be of comparable quality, are commonly referred to as high-yield securities or “junk” bonds and are considered speculative with respect to the issuer’s capacity to pay dividends or interest and repay principal and are more susceptible to default or decline in
market value than investment grade securities due to adverse economic and business developments. High-yield securities are often unsecured
and subordinated to other creditors of the issuer. The market values for high-yield securities tend to be very volatile, and
these securities are generally less liquid than investment grade securities. For these reasons, an investment in the Fund is subject to the following
specific risks: (i) increased price sensitivity to changing interest rates and to a deteriorating economic environment; (ii) greater
risk of loss due to default or declining credit quality; (iii) adverse company specific events more likely to render the issuer unable to make
dividend, interest and/or principal payments; (iv) negative perception of the high-yield market which may depress the price and
liquidity of high-yield securities; (v) volatility; and (vi) liquidity.
Current Market Conditions Risk. Current market conditions risk is the risk that a particular investment, or shares
of the Fund in general, may fall in value due to current market conditions. As a means to fight inflation,
which remains at elevated levels, the Federal Reserve and certain foreign central banks have raised interest rates and expect to
continue to do so, and the Federal Reserve has announced that it intends to reverse previously implemented quantitative easing. U.S.
regulators have proposed several changes to market and issuer regulations which would directly impact the Fund, and any regulatory changes could adversely impact the Fund’s ability to achieve its investment strategies or make certain investments. Recent and
potential future bank failures could result in disruption to the broader banking industry or markets generally and reduce confidence
in financial institutions and the economy as a whole, which may also heighten market volatility and reduce liquidity. The ongoing
adversarial political climate in the United States, as well as political and diplomatic events both domestic and abroad, have and may
continue to have an adverse impact the U.S. regulatory landscape, markets and investor behavior, which could have a negative impact on the Fund’s investments and operations. Other unexpected political, regulatory and diplomatic events within the U.S. and abroad
may affect investor and consumer confidence and may adversely impact financial markets and the broader economy. For example, ongoing
armed conflicts between Russia and Ukraine in Europe and among Israel, Hamas and other militant groups in the Middle
East, have caused and could continue to cause significant market disruptions and volatility within the markets in Russia, Europe,
the Middle East and the United States. The hostilities and sanctions resulting from those hostilities have and could continue
to have a significant impact on certain Fund investments as well as Fund performance and liquidity. The economies of the United
States and its trading partners, as well as the financial markets generally, may be adversely impacted by trade disputes and other
matters. For example, the United States has imposed trade barriers and restrictions on China. In addition, the Chinese government
is engaged in a longstanding dispute with Taiwan, continually threatening an invasion. If the political climate between the
United States and China does not improve or continues to deteriorate, if China were to attempt invading Taiwan, or if other geopolitical
conflicts develop or worsen, economies, markets and individual securities may be adversely affected, and the value of the Fund’s assets may go down. The COVID-19 global pandemic, or any future public health crisis, and the ensuing policies enacted by
governments and central banks have caused and may continue to cause significant volatility and uncertainty in global financial markets,
negatively impacting global growth prospects. While vaccines have been developed, there is no guarantee that vaccines will be effective
against emerging future variants of the disease. As this global pandemic illustrated, such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Advancements in technology may also adversely impact markets
and the overall performance of the Fund. For instance, the economy may be significantly impacted by the advanced development
and increased regulation of artificial intelligence. These events, and any other future events, may adversely affect the prices and liquidity of the Fund’s portfolio investments and could result in disruptions in the trading markets.
Cyber Security Risk. The Fund is susceptible to potential operational risks through breaches in cyber security.
A breach in cyber security refers to both intentional and unintentional events that may cause the Fund
to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause the Fund to incur
regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss.
Cyber security breaches may involve unauthorized access to the Fund’s digital information systems through “hacking” or malicious software coding, but may also result from outside attacks such as denial-of-service attacks through efforts to make network
services unavailable to intended users. In addition, cyber security breaches of the Fund’s third-party service providers, such as its administrator, transfer agent or custodian, or issuers in which the Fund invests, can also subject the Fund to many of the same risks
associated with direct cyber security breaches. The Fund has established risk management systems designed to reduce the risks associated
with cyber security. However, there is no
guarantee that such efforts will succeed, especially because the Fund does not directly
control the cyber security systems of issuers or third party service providers. Substantial costs may be incurred by the Fund in order
to resolve or prevent cyber incidents in the future.
Financial Companies Risk. Financial companies, such as retail and commercial banks, insurance companies and
financial services companies, are especially subject to the adverse effects of economic recession, currency
exchange rates, extensive government regulation, decreases in the availability of capital, volatile interest rates, portfolio
concentrations in geographic markets, industries or products (such as commercial and residential real estate loans), competition from
new entrants and blurred distinctions in their fields of business. Financial companies are subject to extensive governmental regulation
and intervention, which may adversely affect the scope of their activities, the prices they can charge, the amount and types of capital
they must maintain and, potentially, their size. Governmental regulation may change frequently and may have significant adverse consequences
for financial companies, including effects not intended by such regulation. The impact of more stringent capital requirements,
or recent or future regulation in various countries, on any individual financial company or on financial companies as a whole
cannot be predicted. Certain risks may impact the value of investments in financial companies more severely than those of investments
in other issuers, including the risks associated with companies that operate with substantial financial leverage. Financial companies
may also be adversely affected by volatility in interest rates, loan losses and other customer defaults, decreases in the availability
of money or asset valuations, credit rating downgrades and adverse conditions in other related markets. Insurance companies in
particular may be subject to severe price competition and/or rate regulation, which may have an adverse impact on their profitability.
Financial companies are also a target for cyber attacks and may experience technology malfunctions and disruptions as a result.
Health Care Companies Risk. Through the Fund’s investments in senior loans, the Fund may be significantly exposed to companies in the health care sector. Health care companies are involved in medical services
or health care, including biotechnology research and production, drugs and pharmaceuticals and health care facilities and services. These
companies are subject to extensive competition, generic drug sales or the loss of patent protection, product liability litigation
and increased government regulation. Research and development costs of bringing new drugs to market are substantial, and there is no
guarantee that the product will ever come to market. Health care facility operators may be affected by the demand for services, efforts
by government or insurers to limit rates, restriction of government financial assistance and competition from other providers.
Illiquid Securities Risk. The Fund invests a substantial portion of its assets in lower-quality debt issued
by companies that are highly leveraged. Lower-quality debt tends to be less liquid than higher-quality debt. Moreover,
smaller debt issues tend to be less liquid than larger debt issues. Although the resale or secondary market for senior loans is growing,
it is currently limited. There is no organized exchange or board of trade on which senior loans are traded. Instead, the secondary
market for senior loans is an unregulated inter-dealer or inter-bank resale market. In addition, senior loans in which the Fund
invests may require the consent of the borrower and/or agent prior to the settlement of the sale or assignment. These consent requirements can delay or impede the Fund’s ability to settle the sale of senior loans. Depending on market conditions, the Fund may have
difficulty disposing its senior loans, which may adversely impact its ability to obtain cash to repay debt, to pay dividends, to pay
expenses or to take advantage of new investment opportunities.
Information Technology Companies Risk. Information technology companies produce and provide hardware, software and information technology systems and services. Information technology companies are
generally subject to the following risks: rapidly changing technologies and existing product obsolescence; short product life cycles;
fierce competition; aggressive pricing and reduced profit margins; the loss of patent, copyright and trademark protections; cyclical
market patterns; evolving industry standards; and frequent new product introductions and new market entrants. Information technology
companies may be smaller and less experienced companies, with limited product lines, markets or financial resources and fewer experienced
management or marketing personnel. Information technology company stocks, particularly those involved with the internet,
have experienced extreme price and volume fluctuations that are often unrelated to their operating performance. In addition,
information technology companies are particularly vulnerable to federal, state and local government regulation, and competition and
consolidation, both domestically and internationally, including competition from foreign competitors with lower production costs. Information
technology companies also face competition for services of qualified personnel and heavily rely on patents and intellectual property
rights and the ability to enforce such rights to maintain a competitive advantage.
Interest Rate Risk. The yield on the Fund’s common shares will tend to rise or fall as market interest rates rise and fall, as senior loans pay interest at rates which float in response to changes in market rates. Changes
in prevailing interest rates can be expected to cause some fluctuation in the Fund’s net asset value. Similarly, a sudden and significant increase in market interest rates may cause a decline in the Fund’s net asset value.
Leverage Risk. The use of leverage by the Fund can magnify the effect of any losses. If the income
and gains from the securities and investments purchased with leverage proceeds do not cover the cost of leverage, the
return to the common shares will be less than if leverage had not been used. Leverage involves risks and special considerations for
common shareholders including: (i) the likelihood of greater volatility of net asset value and market price of the common shares than
a comparable portfolio without leverage; (ii) the
risk that fluctuations in interest rates on borrowings will reduce the return to the
common shareholders or will result in fluctuations in the dividends paid on the common shares; (iii) in a declining market, the use of leverage
is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not leveraged, which may result
in a greater decline in the market price of the common shares; and (iv) when the Fund uses certain types of leverage, the investment
advisory fee payable to the Advisor will be higher than if the Fund did not use leverage.
LIBOR Risk. As of June 30, 2023, nearly all LIBOR publications ceased. While some LIBOR rates
will continue to be published for a short period of time after June 30, 2023, it is only on an unrepresentative synthetic
basis. Transitioning to a new reference rate may affect the value, liquidity or return on certain Fund investments and may result in
costs incurred in connection with closing out positions and entering into new trades. Any potential effects of the transition away
from LIBOR on the Fund or on certain instruments in which the Fund invests can be difficult to ascertain, and they may vary depending
on a variety of factors. In the United States, the Secured Overnight Financing Rate (“SOFR”) has been identified as the preferred alternative to LIBOR. There is no assurance that the composition or characteristics of SOFR, or any alternative reference rate, will be
similar to or produce the same value or economic equivalence as LIBOR or that instruments using an alternative rate will have the same
volume or liquidity.
Management Risk and Reliance on Key Personnel. The implementation of the Fund’s investment strategy depends upon the continued contributions of certain key employees of the Advisor, some of whom have
unique talents and experience and would be difficult to replace. The loss or interruption of the services of a key member of
the portfolio management team could have a negative impact on the Fund.
Market Discount from Net Asset Value. Shares of closed-end investment companies such as the Fund frequently trade at a
discount from their net asset value. The Fund cannot predict whether its common shares will
trade at, below or above net asset value.
Market Risk. Investments held by a fund, as well as shares of a fund itself, are subject to market
fluctuations caused by real or perceived adverse economic conditions, political events, regulatory factors or market
developments, changes in interest rates and perceived trends in securities prices. Shares of a fund could decline in value or
underperform other investments as a result of the risk of loss associated with these market fluctuations. In addition, local, regional or
global events such as war, acts of terrorism, market manipulation, government defaults, government shutdowns, regulatory actions, political
changes, diplomatic developments, the imposition of sanctions and other similar measures, spread of infectious diseases
or other public health issues, recessions, or other events could have a significant negative impact on a fund and its investments. Any
of such circumstances could have a materially negative impact on the value of the Fund’s shares, the liquidity of an investment, and result in increased market volatility. During any such events, the Fund’s shares may trade at increased premiums or discounts to their net asset value, the bid/ask spread on the Fund’s shares may widen and the returns on investment may fluctuate.
Non-U.S. Securities Risk. The Fund may invest a portion of its assets in securities of non-U.S. issuers. Investing
in securities of non-U.S. issuers may involve certain risks not typically associated with investing
in securities of U.S. issuers. These risks include: (i) there may be less publicly available information about non-U.S. issuers or markets
due to less rigorous disclosure or accounting standards or regulatory practices; (ii) non-U.S. markets may be smaller, less liquid
and more volatile than the U.S. market; (iii) potential adverse effects of fluctuations in currency exchange rates or controls on the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience
a downturn or recession; (v) the impact of economic, political, social or diplomatic events; (vi) certain non-U.S. countries
may impose restrictions on the ability of non-U.S. issuers to make payments of principal and interest to investors located in the United
States due to blockage of non-U.S. currency exchanges or otherwise; and (vii) withholding and other non-U.S. taxes may decrease the Fund’s return. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards
as are U.S. companies. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. These risks may be
more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region.
Operational Risk. The Fund is subject to risks arising from various operational factors, including,
but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third parties for
a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objectives. Although the Fund and the Advisor seek to reduce these operational risks through controls
and procedures, there is no way to completely protect against such risks.
Potential Conflicts of Interest Risk. First Trust and the portfolio managers have interests which may conflict with the
interests of the Fund. In particular, First Trust currently manages and may in the future manage and/or
advise other investment funds or accounts with the same or substantially similar investment objectives and strategies as the Fund.
In addition, while the Fund is using leverage, the
amount of the fees paid to First Trust for investment advisory and management services
are higher than if the Fund did not use leverage because the fees paid are calculated based on managed assets. Therefore,
First Trust has a financial incentive to leverage the Fund.
Prepayment Risk. Loans are subject to prepayment risk. Prepayment risk is the risk that the borrower
on a loan will repay principal (in part or in whole) prior to the scheduled maturity date. The degree to which borrowers
prepay loans, whether as a contractual requirement or at their election, may be affected by general business conditions,
interest rates, the financial condition of the borrower and competitive conditions among loan investors, among others. As such, prepayments
cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Fund
derives interest income will be reduced. The Fund may not be able to reinvest the proceeds received on terms as favorable as the prepaid
loan.
Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds from matured, traded or called instruments at market interest rates that are below the Fund’s portfolio’s current earnings rate. A decline in income could affect the common shares’ market price, level of distributions or the overall return of the Fund.
Risks Associated with Investments in Distressed Issuers. The Fund may invest in instruments of distressed issuers, including firms that have defaulted on their debt obligations and/or filed for bankruptcy protection.
Investing in such investments involves a far greater level of risk than investing in issuers whose debt obligations are being met and whose debt trades at or close to its “par” value. These investments are highly speculative with respect to the issuer’s ability to continue to make interest payments and/or to pay its principal obligations in full; can be very difficult to properly value, making them
susceptible to a high degree of price volatility and rendering them less liquid than performing debt obligations; and, for issuers involved
in a bankruptcy proceeding, can be subject to a high degree of uncertainty with regard to both the timing and the amount of the ultimate
settlement.
Second Lien Loan Risk. A second lien loan may have a claim on the same collateral pool as the first lien
or it may be secured by a separate set of assets. Second lien loans are typically secured by a second priority
security interest or lien on specified collateral securing the borrower’s obligation under the interest. Because second lien loans are second to first lien loans, they present a greater degree of investment risk. Specifically, these loans are subject to the additional
risk that the cash flow of the borrower and property securing the loan may be insufficient to meet scheduled payments after giving effect
to those loans with a higher priority. In addition, loans that have a lower than first lien priority on collateral of the borrower generally
have greater price volatility than those loans with a higher priority and may be less liquid.
Senior Loan Risk. The Fund invests in senior loans and therefore is subject to the risks associated
therewith. Investments in senior loans are subject to the same risks as investments in other types of debt securities,
including credit risk, interest rate risk, liquidity risk and valuation risk (which may be heightened because of the limited public information
available regarding senior loans and because loan borrowers may be leveraged and tend to be more adversely affected by changes
in market or economic conditions). Further, no active trading market may exist for certain senior loans, which may impair the ability
of the Fund to realize full value in the event of the need to sell a senior loan and which may make it difficult to value senior loans. Senior loans may not be considered “securities” and the Fund may not be entitled to rely on the anti-fraud protections of the federal
securities laws.
In the event a borrower fails to pay scheduled interest or principal payments on a
senior loan held by the Fund, the Fund will experience a reduction in its income and a decline in the value of the senior loan,
which will likely reduce dividends and lead to a decline in the net asset value of the Fund’s common shares. If the Fund acquires a senior loan from another lender, for example, by acquiring a participation, the Fund may also be subject to credit risks with respect
to that lender. Although senior loans may be secured by specific collateral, the value of the collateral may not equal the Fund’s investment when the senior loan is acquired or may decline below the principal amount of the senior loan subsequent to the Fund’s investment. Also, to the extent that collateral consists of stock of the borrower or its subsidiaries or affiliates, the Fund bears the risk that the
stock may decline in value, be relatively illiquid, and/or may lose all or substantially all of its value, causing the senior loan to be under
collateralized. Therefore, the liquidation of the collateral underlying a senior loan may not satisfy the issuer’s obligation to the Fund in the event of non-payment of scheduled interest or principal, and the collateral may not be readily liquidated. The senior loan market
has seen a significant increase in loans with weaker lender protections including, but not limited to, limited financial maintenance
covenants or, in some cases, no financial maintenance covenants (i.e., “covenant-lite loans”) that would typically be included in a traditional loan agreement and general weakening of other restrictive covenants applicable to the borrower such as limitations
on incurrence of additional debt, restrictions on payments of junior debt or restrictions on dividends and distributions. Weaker lender
protections such as the absence of financial maintenance covenants in a loan agreement and the inclusion of “borrower-favorable” terms may impact recovery values and/or trading levels of senior loans in the future. The absence of financial maintenance
covenants in a loan agreement generally means that the lender may not be able to declare a default if financial performance deteriorates. This may hinder the Fund’s ability to reprice credit risk associated with a particular borrower and reduce the Fund’s ability to restructure a problematic loan and mitigate potential loss. As a result, the Fund’s exposure to losses on investments in senior loans may be increased, especially during a downturn in the credit cycle or changes in market or economic conditions.
Valuation Risk. The valuation of senior loans may carry more risk than that of common stock. Because
the secondary market for senior loans is limited, it may be difficult to value the loans held by the Fund.
Market quotations may not be readily available for some senior loans and valuation may require more research than for liquid securities. In
addition, elements of judgment may play a greater role in the valuation of senior loans than for securities with a secondary market,
because there is less reliable objective data available. These difficulties may lead to inaccurate asset pricing.
|
Effects of Leverage [Text Block] |
Effects of Leverage
The aggregate principal amount of borrowings under the credit agreement (the “Credit Agreement”) with The Toronto-Dominion Bank, New York Branch represented approximately 9.76% of Managed Assets as of May
31, 2024. Asset coverage with respect to the borrowings was 1024.31% as of May 31, 2024 and the Fund had $95,000,000 of unutilized
funds available for borrowing under the Credit Agreement as of that date. As of May 31, 2024, the maximum commitment amount
of the Credit Agreement was $126,000,000. As of May 31, 2024, the approximate average annual interest and fee rate was 7.44%.
Assuming that the Fund’s leverage costs remain as described above (at an assumed average annual cost of 7.44%), the annual return that the Fund’s portfolio must experience (net of expenses) in order to cover its leverage costs would be 0.73%.
The following table is furnished in response to requirements of the Securities and Exchange Commission (“SEC”). It is designed to illustrate the effect of leverage on Common Share total return, assuming investment
portfolio total returns (comprised of income and changes in the value of securities held in the Fund’s portfolio) of (10%), (5%), 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment
portfolio returns experienced or expected to be experienced by the Fund.
The table further assumes leverage representing 9.76% of the Fund’s Managed Assets, net of expenses, and an annual leverage interest and fee rate of 7.44%.
Assumed Portfolio Total Return (Net of Expenses)
|
|
|
|
|
|
Common Share Total Return
|
|
|
|
|
|
Common share total return is composed of two elements: the common share dividends
paid by the Fund (the amount of which is largely determined by the net investment income of the Fund after paying dividends
or interest on its leverage instruments) and gains or losses on the value of the securities the Fund owns. As required by SEC rules,
the table above assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume
a total return of 0% the Fund must assume that the interest it receives on its debt security investments is entirely offset by losses
in the value of those investments.
|
Annual Interest Rate [Percent] |
7.44%
|
Annual Coverage Return Rate [Percent] |
0.73%
|
Effects of Leverage [Table Text Block] |
Assumed Portfolio Total Return (Net of Expenses)
|
|
|
|
|
|
Common Share Total Return
|
|
|
|
|
|
|
Return at Minus Ten [Percent] |
(11.89%)
|
Return at Minus Five [Percent] |
(6.35%)
|
Return at Zero [Percent] |
(0.80%)
|
Return at Plus Five [Percent] |
4.74%
|
Return at Plus Ten [Percent] |
10.28%
|
Effects of Leverage, Purpose [Text Block] |
The following table is furnished in response to requirements of the Securities and Exchange Commission (“SEC”). It is designed to illustrate the effect of leverage on Common Share total return, assuming investment
portfolio total returns (comprised of income and changes in the value of securities held in the Fund’s portfolio) of (10%), (5%), 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment
portfolio returns experienced or expected to be experienced by the Fund.
The table further assumes leverage representing 9.76% of the Fund’s Managed Assets, net of expenses, and an annual leverage interest and fee rate of 7.44%.
|
Share Price |
$ 10.47
|
NAV Per Share |
$ 11.03
|
Latest Premium (Discount) to NAV [Percent] |
(5.08%)
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
Outstanding Security, Title [Text Block] |
Common Shares outstanding (unlimited number of Common Shares has been authorized)
|
Outstanding Security, Held [Shares] | shares |
25,983,388
|
Document Period End Date |
May 31, 2024
|
Credit Agency Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Credit Agency Risk. Credit ratings are determined by credit rating agencies and are only the opinions
of such entities. Ratings assigned by a rating agency are not absolute standards of credit quality and do not
evaluate market risk or the liquidity of securities. Any shortcomings or inefficiencies in credit rating agencies’ processes for determining credit ratings may adversely affect the credit ratings of securities held by the Fund or such credit rating agency’s ability to evaluate creditworthiness and, as a result, may adversely affect those securities’ perceived or actual credit risk.
|
Credit And Below Investment Grade Securities Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Credit and Below-Investment Grade Securities Risk. Credit risk is the risk that the issuer or other obligated party of a debt security
in the Fund’s portfolio will fail to pay, or it is perceived that it will fail to pay, dividends or interest and/or repay principal, when due. Below-investment grade instruments, including instruments that are not rated but judged
to be of comparable quality, are commonly referred to as high-yield securities or “junk” bonds and are considered speculative with respect to the issuer’s capacity to pay dividends or interest and repay principal and are more susceptible to default or decline in
market value than investment grade securities due to adverse economic and business developments. High-yield securities are often unsecured
and subordinated to other creditors of the issuer. The market values for high-yield securities tend to be very volatile, and
these securities are generally less liquid than investment grade securities. For these reasons, an investment in the Fund is subject to the following
specific risks: (i) increased price sensitivity to changing interest rates and to a deteriorating economic environment; (ii) greater
risk of loss due to default or declining credit quality; (iii) adverse company specific events more likely to render the issuer unable to make
dividend, interest and/or principal payments; (iv) negative perception of the high-yield market which may depress the price and
liquidity of high-yield securities; (v) volatility; and (vi) liquidity.
|
Current Market Conditions Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Current Market Conditions Risk. Current market conditions risk is the risk that a particular investment, or shares
of the Fund in general, may fall in value due to current market conditions. As a means to fight inflation,
which remains at elevated levels, the Federal Reserve and certain foreign central banks have raised interest rates and expect to
continue to do so, and the Federal Reserve has announced that it intends to reverse previously implemented quantitative easing. U.S.
regulators have proposed several changes to market and issuer regulations which would directly impact the Fund, and any regulatory changes could adversely impact the Fund’s ability to achieve its investment strategies or make certain investments. Recent and
potential future bank failures could result in disruption to the broader banking industry or markets generally and reduce confidence
in financial institutions and the economy as a whole, which may also heighten market volatility and reduce liquidity. The ongoing
adversarial political climate in the United States, as well as political and diplomatic events both domestic and abroad, have and may
continue to have an adverse impact the U.S. regulatory landscape, markets and investor behavior, which could have a negative impact on the Fund’s investments and operations. Other unexpected political, regulatory and diplomatic events within the U.S. and abroad
may affect investor and consumer confidence and may adversely impact financial markets and the broader economy. For example, ongoing
armed conflicts between Russia and Ukraine in Europe and among Israel, Hamas and other militant groups in the Middle
East, have caused and could continue to cause significant market disruptions and volatility within the markets in Russia, Europe,
the Middle East and the United States. The hostilities and sanctions resulting from those hostilities have and could continue
to have a significant impact on certain Fund investments as well as Fund performance and liquidity. The economies of the United
States and its trading partners, as well as the financial markets generally, may be adversely impacted by trade disputes and other
matters. For example, the United States has imposed trade barriers and restrictions on China. In addition, the Chinese government
is engaged in a longstanding dispute with Taiwan, continually threatening an invasion. If the political climate between the
United States and China does not improve or continues to deteriorate, if China were to attempt invading Taiwan, or if other geopolitical
conflicts develop or worsen, economies, markets and individual securities may be adversely affected, and the value of the Fund’s assets may go down. The COVID-19 global pandemic, or any future public health crisis, and the ensuing policies enacted by
governments and central banks have caused and may continue to cause significant volatility and uncertainty in global financial markets,
negatively impacting global growth prospects. While vaccines have been developed, there is no guarantee that vaccines will be effective
against emerging future variants of the disease. As this global pandemic illustrated, such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Advancements in technology may also adversely impact markets
and the overall performance of the Fund. For instance, the economy may be significantly impacted by the advanced development
and increased regulation of artificial intelligence. These events, and any other future events, may adversely affect the prices and liquidity of the Fund’s portfolio investments and could result in disruptions in the trading markets.
|
Cyber Security Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Cyber Security Risk. The Fund is susceptible to potential operational risks through breaches in cyber security.
A breach in cyber security refers to both intentional and unintentional events that may cause the Fund
to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause the Fund to incur
regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss.
Cyber security breaches may involve unauthorized access to the Fund’s digital information systems through “hacking” or malicious software coding, but may also result from outside attacks such as denial-of-service attacks through efforts to make network
services unavailable to intended users. In addition, cyber security breaches of the Fund’s third-party service providers, such as its administrator, transfer agent or custodian, or issuers in which the Fund invests, can also subject the Fund to many of the same risks
associated with direct cyber security breaches. The Fund has established risk management systems designed to reduce the risks associated
with cyber security. However, there is no
guarantee that such efforts will succeed, especially because the Fund does not directly
control the cyber security systems of issuers or third party service providers. Substantial costs may be incurred by the Fund in order
to resolve or prevent cyber incidents in the future.
|
Financial Companies Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Financial Companies Risk. Financial companies, such as retail and commercial banks, insurance companies and
financial services companies, are especially subject to the adverse effects of economic recession, currency
exchange rates, extensive government regulation, decreases in the availability of capital, volatile interest rates, portfolio
concentrations in geographic markets, industries or products (such as commercial and residential real estate loans), competition from
new entrants and blurred distinctions in their fields of business. Financial companies are subject to extensive governmental regulation
and intervention, which may adversely affect the scope of their activities, the prices they can charge, the amount and types of capital
they must maintain and, potentially, their size. Governmental regulation may change frequently and may have significant adverse consequences
for financial companies, including effects not intended by such regulation. The impact of more stringent capital requirements,
or recent or future regulation in various countries, on any individual financial company or on financial companies as a whole
cannot be predicted. Certain risks may impact the value of investments in financial companies more severely than those of investments
in other issuers, including the risks associated with companies that operate with substantial financial leverage. Financial companies
may also be adversely affected by volatility in interest rates, loan losses and other customer defaults, decreases in the availability
of money or asset valuations, credit rating downgrades and adverse conditions in other related markets. Insurance companies in
particular may be subject to severe price competition and/or rate regulation, which may have an adverse impact on their profitability.
Financial companies are also a target for cyber attacks and may experience technology malfunctions and disruptions as a result.
|
Health Care Companies Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Health Care Companies Risk. Through the Fund’s investments in senior loans, the Fund may be significantly exposed to companies in the health care sector. Health care companies are involved in medical services
or health care, including biotechnology research and production, drugs and pharmaceuticals and health care facilities and services. These
companies are subject to extensive competition, generic drug sales or the loss of patent protection, product liability litigation
and increased government regulation. Research and development costs of bringing new drugs to market are substantial, and there is no
guarantee that the product will ever come to market. Health care facility operators may be affected by the demand for services, efforts
by government or insurers to limit rates, restriction of government financial assistance and competition from other providers.
|
Illiquid Securities Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Illiquid Securities Risk. The Fund invests a substantial portion of its assets in lower-quality debt issued
by companies that are highly leveraged. Lower-quality debt tends to be less liquid than higher-quality debt. Moreover,
smaller debt issues tend to be less liquid than larger debt issues. Although the resale or secondary market for senior loans is growing,
it is currently limited. There is no organized exchange or board of trade on which senior loans are traded. Instead, the secondary
market for senior loans is an unregulated inter-dealer or inter-bank resale market. In addition, senior loans in which the Fund
invests may require the consent of the borrower and/or agent prior to the settlement of the sale or assignment. These consent requirements can delay or impede the Fund’s ability to settle the sale of senior loans. Depending on market conditions, the Fund may have
difficulty disposing its senior loans, which may adversely impact its ability to obtain cash to repay debt, to pay dividends, to pay
expenses or to take advantage of new investment opportunities.
|
Information Technology Companies Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Information Technology Companies Risk. Information technology companies produce and provide hardware, software and information technology systems and services. Information technology companies are
generally subject to the following risks: rapidly changing technologies and existing product obsolescence; short product life cycles;
fierce competition; aggressive pricing and reduced profit margins; the loss of patent, copyright and trademark protections; cyclical
market patterns; evolving industry standards; and frequent new product introductions and new market entrants. Information technology
companies may be smaller and less experienced companies, with limited product lines, markets or financial resources and fewer experienced
management or marketing personnel. Information technology company stocks, particularly those involved with the internet,
have experienced extreme price and volume fluctuations that are often unrelated to their operating performance. In addition,
information technology companies are particularly vulnerable to federal, state and local government regulation, and competition and
consolidation, both domestically and internationally, including competition from foreign competitors with lower production costs. Information
technology companies also face competition for services of qualified personnel and heavily rely on patents and intellectual property
rights and the ability to enforce such rights to maintain a competitive advantage.
|
Interest Rate Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Interest Rate Risk. The yield on the Fund’s common shares will tend to rise or fall as market interest rates rise and fall, as senior loans pay interest at rates which float in response to changes in market rates. Changes
in prevailing interest rates can be expected to cause some fluctuation in the Fund’s net asset value. Similarly, a sudden and significant increase in market interest rates may cause a decline in the Fund’s net asset value.
|
Leverage Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Leverage Risk. The use of leverage by the Fund can magnify the effect of any losses. If the income
and gains from the securities and investments purchased with leverage proceeds do not cover the cost of leverage, the
return to the common shares will be less than if leverage had not been used. Leverage involves risks and special considerations for
common shareholders including: (i) the likelihood of greater volatility of net asset value and market price of the common shares than
a comparable portfolio without leverage; (ii) the
risk that fluctuations in interest rates on borrowings will reduce the return to the
common shareholders or will result in fluctuations in the dividends paid on the common shares; (iii) in a declining market, the use of leverage
is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not leveraged, which may result
in a greater decline in the market price of the common shares; and (iv) when the Fund uses certain types of leverage, the investment
advisory fee payable to the Advisor will be higher than if the Fund did not use leverage.
|
L I B O R Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
LIBOR Risk. As of June 30, 2023, nearly all LIBOR publications ceased. While some LIBOR rates
will continue to be published for a short period of time after June 30, 2023, it is only on an unrepresentative synthetic
basis. Transitioning to a new reference rate may affect the value, liquidity or return on certain Fund investments and may result in
costs incurred in connection with closing out positions and entering into new trades. Any potential effects of the transition away
from LIBOR on the Fund or on certain instruments in which the Fund invests can be difficult to ascertain, and they may vary depending
on a variety of factors. In the United States, the Secured Overnight Financing Rate (“SOFR”) has been identified as the preferred alternative to LIBOR. There is no assurance that the composition or characteristics of SOFR, or any alternative reference rate, will be
similar to or produce the same value or economic equivalence as LIBOR or that instruments using an alternative rate will have the same
volume or liquidity.
|
Management Risk And Reliance On Key Personnel [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Management Risk and Reliance on Key Personnel. The implementation of the Fund’s investment strategy depends upon the continued contributions of certain key employees of the Advisor, some of whom have
unique talents and experience and would be difficult to replace. The loss or interruption of the services of a key member of
the portfolio management team could have a negative impact on the Fund.
|
Market Discount From Net Asset Value [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Market Discount from Net Asset Value. Shares of closed-end investment companies such as the Fund frequently trade at a
discount from their net asset value. The Fund cannot predict whether its common shares will
trade at, below or above net asset value.
|
Market Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Market Risk. Investments held by a fund, as well as shares of a fund itself, are subject to market
fluctuations caused by real or perceived adverse economic conditions, political events, regulatory factors or market
developments, changes in interest rates and perceived trends in securities prices. Shares of a fund could decline in value or
underperform other investments as a result of the risk of loss associated with these market fluctuations. In addition, local, regional or
global events such as war, acts of terrorism, market manipulation, government defaults, government shutdowns, regulatory actions, political
changes, diplomatic developments, the imposition of sanctions and other similar measures, spread of infectious diseases
or other public health issues, recessions, or other events could have a significant negative impact on a fund and its investments. Any
of such circumstances could have a materially negative impact on the value of the Fund’s shares, the liquidity of an investment, and result in increased market volatility. During any such events, the Fund’s shares may trade at increased premiums or discounts to their net asset value, the bid/ask spread on the Fund’s shares may widen and the returns on investment may fluctuate.
|
Non U S Securities Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Non-U.S. Securities Risk. The Fund may invest a portion of its assets in securities of non-U.S. issuers. Investing
in securities of non-U.S. issuers may involve certain risks not typically associated with investing
in securities of U.S. issuers. These risks include: (i) there may be less publicly available information about non-U.S. issuers or markets
due to less rigorous disclosure or accounting standards or regulatory practices; (ii) non-U.S. markets may be smaller, less liquid
and more volatile than the U.S. market; (iii) potential adverse effects of fluctuations in currency exchange rates or controls on the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience
a downturn or recession; (v) the impact of economic, political, social or diplomatic events; (vi) certain non-U.S. countries
may impose restrictions on the ability of non-U.S. issuers to make payments of principal and interest to investors located in the United
States due to blockage of non-U.S. currency exchanges or otherwise; and (vii) withholding and other non-U.S. taxes may decrease the Fund’s return. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards
as are U.S. companies. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. These risks may be
more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region.
|
Operational Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Operational Risk. The Fund is subject to risks arising from various operational factors, including,
but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third parties for
a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objectives. Although the Fund and the Advisor seek to reduce these operational risks through controls
and procedures, there is no way to completely protect against such risks.
|
Potential Conflicts Of Interest Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Potential Conflicts of Interest Risk. First Trust and the portfolio managers have interests which may conflict with the
interests of the Fund. In particular, First Trust currently manages and may in the future manage and/or
advise other investment funds or accounts with the same or substantially similar investment objectives and strategies as the Fund.
In addition, while the Fund is using leverage, the
amount of the fees paid to First Trust for investment advisory and management services
are higher than if the Fund did not use leverage because the fees paid are calculated based on managed assets. Therefore,
First Trust has a financial incentive to leverage the Fund.
|
Prepayment Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Prepayment Risk. Loans are subject to prepayment risk. Prepayment risk is the risk that the borrower
on a loan will repay principal (in part or in whole) prior to the scheduled maturity date. The degree to which borrowers
prepay loans, whether as a contractual requirement or at their election, may be affected by general business conditions,
interest rates, the financial condition of the borrower and competitive conditions among loan investors, among others. As such, prepayments
cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Fund
derives interest income will be reduced. The Fund may not be able to reinvest the proceeds received on terms as favorable as the prepaid
loan.
|
Reinvestment Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds from matured, traded or called instruments at market interest rates that are below the Fund’s portfolio’s current earnings rate. A decline in income could affect the common shares’ market price, level of distributions or the overall return of the Fund.
|
Risks Associated With Investment In Distressed Issuers [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Risks Associated with Investments in Distressed Issuers. The Fund may invest in instruments of distressed issuers, including firms that have defaulted on their debt obligations and/or filed for bankruptcy protection.
Investing in such investments involves a far greater level of risk than investing in issuers whose debt obligations are being met and whose debt trades at or close to its “par” value. These investments are highly speculative with respect to the issuer’s ability to continue to make interest payments and/or to pay its principal obligations in full; can be very difficult to properly value, making them
susceptible to a high degree of price volatility and rendering them less liquid than performing debt obligations; and, for issuers involved
in a bankruptcy proceeding, can be subject to a high degree of uncertainty with regard to both the timing and the amount of the ultimate
settlement.
|
Senior Lien Loan Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Second Lien Loan Risk. A second lien loan may have a claim on the same collateral pool as the first lien
or it may be secured by a separate set of assets. Second lien loans are typically secured by a second priority
security interest or lien on specified collateral securing the borrower’s obligation under the interest. Because second lien loans are second to first lien loans, they present a greater degree of investment risk. Specifically, these loans are subject to the additional
risk that the cash flow of the borrower and property securing the loan may be insufficient to meet scheduled payments after giving effect
to those loans with a higher priority. In addition, loans that have a lower than first lien priority on collateral of the borrower generally
have greater price volatility than those loans with a higher priority and may be less liquid.
|
Senior Loan Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Senior Loan Risk. The Fund invests in senior loans and therefore is subject to the risks associated
therewith. Investments in senior loans are subject to the same risks as investments in other types of debt securities,
including credit risk, interest rate risk, liquidity risk and valuation risk (which may be heightened because of the limited public information
available regarding senior loans and because loan borrowers may be leveraged and tend to be more adversely affected by changes
in market or economic conditions). Further, no active trading market may exist for certain senior loans, which may impair the ability
of the Fund to realize full value in the event of the need to sell a senior loan and which may make it difficult to value senior loans. Senior loans may not be considered “securities” and the Fund may not be entitled to rely on the anti-fraud protections of the federal
securities laws.
In the event a borrower fails to pay scheduled interest or principal payments on a
senior loan held by the Fund, the Fund will experience a reduction in its income and a decline in the value of the senior loan,
which will likely reduce dividends and lead to a decline in the net asset value of the Fund’s common shares. If the Fund acquires a senior loan from another lender, for example, by acquiring a participation, the Fund may also be subject to credit risks with respect
to that lender. Although senior loans may be secured by specific collateral, the value of the collateral may not equal the Fund’s investment when the senior loan is acquired or may decline below the principal amount of the senior loan subsequent to the Fund’s investment. Also, to the extent that collateral consists of stock of the borrower or its subsidiaries or affiliates, the Fund bears the risk that the
stock may decline in value, be relatively illiquid, and/or may lose all or substantially all of its value, causing the senior loan to be under
collateralized. Therefore, the liquidation of the collateral underlying a senior loan may not satisfy the issuer’s obligation to the Fund in the event of non-payment of scheduled interest or principal, and the collateral may not be readily liquidated. The senior loan market
has seen a significant increase in loans with weaker lender protections including, but not limited to, limited financial maintenance
covenants or, in some cases, no financial maintenance covenants (i.e., “covenant-lite loans”) that would typically be included in a traditional loan agreement and general weakening of other restrictive covenants applicable to the borrower such as limitations
on incurrence of additional debt, restrictions on payments of junior debt or restrictions on dividends and distributions. Weaker lender
protections such as the absence of financial maintenance covenants in a loan agreement and the inclusion of “borrower-favorable” terms may impact recovery values and/or trading levels of senior loans in the future. The absence of financial maintenance
covenants in a loan agreement generally means that the lender may not be able to declare a default if financial performance deteriorates. This may hinder the Fund’s ability to reprice credit risk associated with a particular borrower and reduce the Fund’s ability to restructure a problematic loan and mitigate potential loss. As a result, the Fund’s exposure to losses on investments in senior loans may be increased, especially during a downturn in the credit cycle or changes in market or economic conditions.
|
Valuation Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Valuation Risk. The valuation of senior loans may carry more risk than that of common stock. Because
the secondary market for senior loans is limited, it may be difficult to value the loans held by the Fund.
Market quotations may not be readily available for some senior loans and valuation may require more research than for liquid securities. In
addition, elements of judgment may play a greater role in the valuation of senior loans than for securities with a secondary market,
because there is less reliable objective data available. These difficulties may lead to inaccurate asset pricing.
|
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First Trust Senior Float... (NYSE:FCT)
過去 株価チャート
から 11 2024 まで 12 2024
First Trust Senior Float... (NYSE:FCT)
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から 12 2023 まで 12 2024