0001445546-20-003838.txt : 20200810 0001445546-20-003838.hdr.sgml : 20200810 20200810095708 ACCESSION NUMBER: 0001445546-20-003838 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20200531 FILED AS OF DATE: 20200810 DATE AS OF CHANGE: 20200810 EFFECTIVENESS DATE: 20200810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST SENIOR FLOATING RATE INCOME FUND II CENTRAL INDEX KEY: 0001282850 IRS NUMBER: 113716541 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-21539 FILM NUMBER: 201087608 BUSINESS ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE STREET 2: SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-765-8000 MAIL ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE STREET 2: SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TRUST FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II DATE OF NAME CHANGE: 20040305 N-CSR 1 fct_ncsr.htm ANNUAL REPORT TO SHAREHOLDERS

 

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, 2020

 

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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 
 

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

 

 

 

First Trust
Senior Floating Rate Income Fund II (FCT)
Annual Report
For the Year Ended
May 31, 2020
 
 
 
Table of Contents
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Report
May 31, 2020
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 “Risk Considerations” in the Additional Information 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.
How to Read This Report
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.
Shareholder Letter
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Letter from the Chairman and CEO
May 31, 2020
Dear Shareholders,
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, 2020.
Much has transpired since I last shared my thoughts with you. One event that has resonated with me more than any other in recent memory was the announcement by Federal Reserve (the “Fed”) Chairman Jerome Powell on June 10, 2020, that the Fed was not even “thinking about thinking about raising rates.” The Fed signaled its intention to leave short-term interest rates near zero until at least 2023. That level of conviction and commitment from the Fed is rare, and that gesture should be viewed as a positive for both the U.S. economy and securities markets, in my opinion. CEOs and executives can now fund any potential growth strategies they may have on the drawing board knowing that their cost of capital should remain near historically low levels for an extended period.
The Fed’s commitment to injecting massive amounts of stimulus into the economy is in response to the anticipated economic fallout from the coronavirus (“COVID-19”) pandemic. As of June 17, 2020, the estimate for real U.S. gross domestic product growth for the second quarter of 2020 was -45.5% (annualized), according to the Federal Reserve Bank of Atlanta. The U.S. economy contracted by an annualized 5.0% in the first quarter of 2020, according to the Bureau of Economic Analysis. The National Bureau of Economic Research, the organization that determines the beginning and end of business cycles in the U.S., reported on June 8, 2020, that U.S. economic activity peaked in February of this year. That marked the end of a 128-month economic expansion, the longest in this nation’s history. For all intents and purposes, the U.S. economy is now in a recession. The $64,000 question is as follows: “How long will it last?” While some pundits are predicting a V-shaped recovery, others are touting a U- or L-shaped recovery. Only time will tell. Brian Wesbury, Chief Economist at First Trust Advisors L.P., believes the economy is already sprouting green shoots, though he acknowledges it will take a few years to fully recover from the downturn.
So far in 2020, we have experienced a quick bear market in stocks followed by something that resembles a soft V-shaped recovery in stock prices, as measured by the S&P 500® Index (the “Index”). A bear market is defined as a 20% or more decline in price from the most recent peak. From February 19, 2020 (peak) through March 23, 2020, the Index declined in price by 33.92%, according to Bloomberg. From March 23, 2020 through May 29, 2020, the Index posted a price gain of 36.06%, leaving it just 10.10% below its peak on February 19. While we find this upswing in the Index to be encouraging, there is a clear disconnect between the performance of the stock market and the turmoil in the economy. As strange as it may be − let us hope it continues.
The climate for income-oriented investors has been a bit of a mixed bag. The Fed has communicated that it intends to essentially backstop the bond market by buying bonds, including municipals, corporates and select corporate bond exchange-traded funds, in the secondary market. To date, the Fed’s commitment, which can be interpreted as an aggressive effort to mitigate risk, has been well-received by investors, in my opinion. Income-oriented investors that favor dividend-paying stocks have a different climate to navigate. The Financial Times reported that global dividend payouts, as measured by the Janus Henderson Global Dividend Index, could decline by as much as $490 billion in 2020 due to companies cutting or suspending their dividend distributions, according to Wealth Professional (Canada). Year-to-date through May 31, 2020, a total of 19 companies in the S&P 500® Index had cut their dividend payouts and another 40 companies had suspended them, according to S&P Dow Jones Indices. There were no dividends suspended in 2019. Some companies may be pulling back on dividend distributions as a means of preserving liquidity over the near-term.
The bottom line is that it is too soon to know if the worst from the COVID-19 pandemic is behind us, in my opinion. U.S. businesses are in the process of reopening. Be prepared for a bumpy ride over the coming months and stay the course.
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.
Sincerely,
James A. Bowen
Chairman of the Board of Trustees
Chief Executive Officer of First Trust Advisors L.P.
Page 1
First Trust Senior Floating Rate Income Fund II (FCT)
“AT A GLANCE”
As of May 31, 2020 (Unaudited)
Fund Statistics  
Symbol on New York Stock Exchange FCT
Common Share Price $11.12
Common Share Net Asset Value (“NAV”) $12.46
Premium (Discount) to NAV (10.75)%
Net Assets Applicable to Common Shares $332,266,587
Current Monthly Distribution per Common Share(1) $0.1050
Current Annualized Distribution per Common Share $1.2600
Current Distribution Rate on Common Share Price(2) 11.33%
Current Distribution Rate on NAV(2) 10.11%
Common Share Price & NAV (weekly closing price)
  
 
Performance        
    Average Annual Total Returns
  1 Year Ended
5/31/20 		5 Years Ended
5/31/20 		10 Years Ended
5/31/20 		Inception (5/25/04)
to 5/31/20
Fund Performance(3)        
NAV -1.38% 3.29% 5.35% 3.95%
Market Value 0.65% 2.30% 5.19% 2.92%
Index Performance        
S&P/LSTA Leveraged Loan Index -2.86% 2.57% 4.00% 4.25%
    
(1) Most recent distribution paid or declared through 5/31/2020. Subject to change in the future.
(2) Distribution rates are calculated by annualizing the most recent distribution paid or declared through the report date and then dividing by Common Share Price or NAV, as applicable, as of 5/31/2020. 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.
Page 2
First Trust Senior Floating Rate Income Fund II (FCT)
“AT A GLANCE” (Continued)
As of May 31, 2020 (Unaudited)
Credit Quality (S&P Ratings)(4) % of Senior
Loans and Other
Debt Securities(5)
BBB- 7.9%
BB+ 2.9
BB 9.1
BB- 11.7
B+ 25.5
B 26.8
B- 10.7
CCC+ 2.7
CCC 1.9
D 0.8
Total 100.0%
    
Top 10 Issuers % of Senior
Loans and other
Securities(5)
Multiplan, Inc. (MPH) 3.7%
Bausch Health Companies, Inc. (Valeant) 3.4
HUB International Limited 3.1
Amwins Group, Inc. 2.5
iHeartCommunications, Inc. 2.4
Micro Focus International (MA Financeco, LLC) 2.4
Refinitiv US Holdings, Inc. 2.3
Alliant Holdings I, LLC 2.3
AlixPartners, LLP 2.1
Stars Group Holdings B.V. (Amaya) 2.1
Total 26.3%
Industry Classification % of Senior
Loans and Other
Securities(5)
Health Care Providers & Services 15.6%
Software 15.2
Insurance 9.9
Pharmaceuticals 9.6
Hotels, Restaurants & Leisure 9.5
Media 9.0
Diversified Financial Services 4.5
Diversified Telecommunication Services 4.5
Containers & Packaging 3.1
Entertainment 2.4
Health Care Technology 2.1
Diversified Consumer Services 2.0
Auto Components 2.0
Food Products 1.9
Food & Staples Retailing 1.4
Building Products 1.3
Capital Markets 1.2
Professional Services 1.0
Commercial Services & Supplies 0.7
Wireless Telecommunication Services 0.7
Electric Utilities 0.5
Independent Power & Renewable Electricity Producers 0.4
Communications Equipment 0.3
Household Durables 0.3
Life Sciences Tools & Services 0.3
Oil, Gas & Consumable Fuels 0.2
Chemicals 0.2
Machinery 0.2
Construction & Engineering 0.0*
Total 100.0%
    
* Amount is less than 0.1%.
 
(4)The ratings are by Standard & Poor’s 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.
Page 3
Portfolio Commentary
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Report
May 31, 2020 (Unaudited)
Advisor
The First Trust Advisors L.P. (“First Trust”) Leveraged Finance Team is comprised of 15 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, 2020, the First Trust Leveraged Finance Team managed or supervised approximately $4.12 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, three exchange-traded funds, and a series of unit investment trusts 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, Deputy Chief Credit Officer and Portfolio Manager
Orlando Purpura, CFA, CMT - Senior Vice President, Chief Credit Officer and Portfolio Manager
Commentary
First Trust Senior Floating Rate Income Fund II
The primary investment objective of First Trust Senior Floating Rate Income Fund II (“FCT” or 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, at least 80% of the Fund’s Managed Assets are generally invested in 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.
Market Recap
The twelve-month period ended May 31, 2020 saw the market reach all-time highs in February 2020, only to be followed by a historic sell-off due to government-imposed shutdowns mandated in an attempt to slow the spread of the coronavirus (“COVID-19”) pandemic. This was followed by a sharp rebound driven by the unprecedented monetary and fiscal stimulus measures taken by central banks and lawmakers in order to combat the economic impact of the shutdowns to the economy. Senior loans experienced eight months of positive returns and four months of negative returns during the period. This included the second largest monthly negative return on record in March 2020 of -12.37%, which compared to the -13.22% return in October 2008. However, April and May 2020 saw returns of 4.50% and 3.80%, good for the 5th and 7th strongest monthly returns on record, respectively, for the asset class. The last twelve month (“LTM”) total return for the S&P/LSTA Leveraged Loan Index (the “Index”) was -2.86%. Over the twelve-month period ended May 31, 2020, the S&P 500® Index returned 12.84%, high-yield bonds returned 0.29%, the US Aggregate Index returned 9.42%, and investment grade bonds returned 9.59%.1
During the same period, retail demand for the senior loan asset class remained weak with approximately $41.0 billion of outflows over the LTM period.2 The outflows began in the fourth quarter of 2018 due to a general concern for the sustainability of growth in the economy which was fueled by the ongoing trade dispute with China and the potential implications of the Fed tightening cycle which began in December 2015 and resulted in a 225 basis point (“bps”) increase in the target Federal Funds rate to 2.50%. Since then the Federal funds target rate was cut to 0.25% to combat the current economic conditions due to the COVID-19 pandemic. The outflows in the senior loan asset class have persisted for 20 consecutive months since the fourth quarter of 2018. While the Federal Reserve (the “Fed”) has stated that it does not plan any additional future rate cuts, which would result in negative rates, they also do not expect to raise rates in the near term as they expect the economy will take time to fully recover. We believe that the expectation of low rates persisting and economic uncertainty surrounding the reopening of the economy has led fixed income investors to continue to withdraw money out of senior loans due to the floating rate nature of the asset class.
Senior Loan Market
The Index returned -2.86% for the twelve-month period ended May 31, 2020. Lower quality CCC rated issues underperformed returning -16.77% over the LTM period, which compares to the -1.52% return for BB rated issues and the -2.14% return for single B rated issues. The average bid price of loans in the market entered the same period at $96.99, fell to $82.85 at the end of March 2020
1 Bloomberg: High-Yield Bonds are represented by the ICE BofA US High Yield Constrained Index, Investment Grade Bonds are represented by the ICE BofA US Corporate Index, and the US Aggregate Index is represented by the Bloomberg Barclays US Aggregate Bond Index.
2 JP Morgan Leverage Loan Market Monitor.
Page 4
Portfolio Commentary (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
Annual Report
May 31, 2020 (Unaudited)
and ended the period at $89.08 as of May 31, 2020. The discounted spread to a 3-year life for the senior loan market began the period at L+446, rose to L+1076 at the end of March 2020 and ended the period at L+734, for a widening of 288 bps over the fiscal year.
The default rate within the Index crossed the long-term average for senior loans. The LTM default rate within the senior loan index ended the period at 3.14%, which compares to the long-term average default rate of 2.88% dating back to March 1999. Looking forward, we anticipate the default rate will meaningfully increase and remain elevated compared to the long-term average and that energy will likely be the hardest hit sector given current energy prices.
Performance Analysis
The Fund outperformed the Index on a net asset value (“NAV”) basis and on a market value basis for the LTM period. The Fund generated a NAV return3 of -1.38% and a market price return3 of 0.65% while the Index generated a total return of -2.86%. The Fund’s discount to NAV improved 180 bps from one year ago. At the start of the twelve-month period ended May 31, 2020, the Fund’s market price was at a -12.55% discount to NAV and tightened to a -10.75% discount to NAV by the end of the period.
Contributing to the Fund’s performance relative to the Index over the same period was the Fund’s asset selection and overweight to the electronics/electrical (technology) and healthcare industries, which outperformed the broader Index. Additionally, the Fund’s performance benefitted from its de minimis exposure to the oil & gas industry which underperformed the broader market and comprised 3.03% of the Index. Partially offsetting these tailwinds was the Fund’s use of leverage as the cost of borrowing outpaced loan returns. Leverage entered the same period at 30.83% of managed assets and ended the period at 26.37%.
From an income perspective, the monthly distribution rate began the twelve-month period ended May 31, 2020 at $0.0625 per share and ended the period at $0.1050 per share. At the $0.1050 per share monthly distribution rate, the annualized distribution rate at the end of May 2020 was 10.11% at NAV and 11.33% at market price.
Market and Fund Outlook
We believe that the impact from the global shutdown will weigh on global economic growth for some time, with certain sectors recovering more slowly than others. We believe sectors such as leisure, travel, retail and hospitality will lag the overall recovery as additional restrictions remain in place on the way back to a normal operating environment. We also believe that, while certain sectors have been hit hard by COVID-19, other sectors, such as technology, healthcare, and pharmaceuticals remain well positioned to weather the pandemic. While the current economic backdrop remains uncertain, at current spreads and prices we see the potential opportunity to achieve above average returns in the senior loan asset class over the next 12 months, in our opinion. As we evaluate existing and new investment opportunities in this environment, our decisions will continue to be rooted in our rigorous bottom-up credit analysis process and our focus will remain on identifying the opportunities that we believe offer the best risk and reward balance.
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 Common 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. Past performance is not indicative of future results.
Page 5
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments
May 31, 2020
Principal
Value 		  Description   Rate (a)   Stated
Maturity (b) 		  Value
SENIOR FLOATING-RATE LOAN INTERESTS (c) – 137.5%
    Alternative Carriers – 0.2%            
$806,996  
Level 3 Financing, Inc., Tranche B 2027 Term Loan, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.92%   03/01/27   $781,633
    Application Software – 11.8%            
1,000,000  
AppLovin Corp., Amendment No. 3 New Term Loan, 1 Mo. LIBOR + 4.00%, 0.00% Floor
  4.26%   08/15/25   977,500
1,934,467  
CCC Information Services, Inc. (Cypress), Term Loan B, 1 Mo. LIBOR + 3.00%, 1.00% Floor
  4.00%   04/26/24   1,860,725
308,927  
Hyland Software, Inc., 2nd Lien TL, 1 Mo. LIBOR + 7.00%, 0.75% Floor
  7.75%   07/10/25   293,737
8,305,549  
Hyland Software, Inc., Term Loans, 1 Mo. LIBOR + 3.25%, 0.75% Floor
  4.00%   07/01/24   8,064,189
3,952,398  
Internet Brands, Inc. (MH Sub I, LLC), Initial Term Loan, 6 Mo. LIBOR + 3.75%, 0.00% Floor
  4.82%   09/13/24   3,818,372
1,232,492  
Micro Focus International (MA Financeco, LLC), Miami Escrow TL B3, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.67%   06/21/24   1,162,647
8,323,164  
Micro Focus International (MA Financeco, LLC), Seattle Spinco TLB, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.67%   06/21/24   7,851,490
415,723  
Micro Focus International (MA Financeco, LLC), Term Loan B2, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.42%   11/19/21   413,645
1,462,868  
Micro Focus International (MA Financeco, LLC), Term Loan B4, 3 Mo. LIBOR + 4.25%, 1.00% Floor
  5.25%   06/15/25   1,437,268
1,215,673  
Mitchell International, Inc., 1st Lien Term Loan, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.42%   11/30/24   1,142,125
1,946,160  
NCR Corp., Term Loan B, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.68%   08/28/26   1,868,314
748,629  
Qlik Technologies (Project Alpha Intermediate Holding, Inc.), 2019 Incremental Term Loan, 6 Mo. LIBOR + 4.25%, 0.00% Floor
  6.13%   04/26/24   716,812
2,219,476  
Qlik Technologies (Project Alpha Intermediate Holding, Inc.), Term Loan B, 6 Mo. LIBOR + 3.50%, 1.00% Floor
  5.38%   04/26/24   2,102,954
1,089  
RP Crown Parent, LLC (JDA Software Group), Term Loan B, 1 Mo. LIBOR + 2.75%, 1.00% Floor
  3.75%   10/12/23   1,061
4,575,975  
SolarWinds Holdings, Inc., Initial Term Loans, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   02/05/24   4,471,689
220,629  
TIBCO Software, Inc., Term Loan B-3, 1 Mo. LIBOR + 3.75%, 0.00% Floor
  3.93%   07/03/26   211,943
3,037,797  
Veeam Software Holdings Limited (VS Buyer, LLC), Term Loan B, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.42%   02/28/27   2,954,258
        39,348,729
    Auto Parts & Equipment – 2.8%            
2,274,638  
American Axle & Manufacturing Holdings, Inc., Term Loan B, 1 Mo. LIBOR + 2.25%, 0.75% Floor
  3.00%   04/06/24   2,168,481
6,478,868  
Gates Global, LLC, Initial B-2 Dollar Term Loans, 1 Mo. LIBOR + 2.75%, 1.00% Floor
  3.75%   03/31/24   6,195,417
7,436  
Lumileds (Bright Bidco B.V.), Term Loan B, 3 Mo. LIBOR + 3.50%, 1.00% Floor
  4.95%   06/30/24   2,333
2,889,113  
Lumileds (Bright Bidco B.V.), Term Loan B, 6 Mo. LIBOR + 3.50%, 1.00% Floor
  4.57%   06/30/24   906,460
        9,272,691
    Broadcasting – 8.4%            
1,239,768  
Cumulus Media Holdings, Inc., Term Loan B, 6 Mo. LIBOR + 3.75%, 1.00% Floor
  4.82%   03/31/26   1,056,902
2,564,128  
E.W. Scripps Company, Term Loan B-2, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.67%   05/01/26   2,425,230
Page 6
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2020
Principal
Value 		  Description   Rate (a)   Stated
Maturity (b) 		  Value
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
    Broadcasting (Continued)            
$270,234  
Entercom Media Corp. (CBS Radio), Term Loan B, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.67%   11/17/24   $243,818
4,664,222  
Gray Television, Inc., Term C Loan, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.83%   01/02/26   4,540,947
11,811,126  
iHeartCommunications, Inc., Term Loan B, 1 Mo. LIBOR + 3.00%, 0.00% Floor
  3.17%   04/29/26   11,013,875
470,736  
Nexstar Broadcasting, Inc., Mission Term Loan B-3, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.62%   01/17/24   452,396
1,829,815  
Nexstar Broadcasting, Inc., Nexstar Term Loan B-3, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.42%   01/17/24   1,758,525
6,682,609  
Nexstar Broadcasting, Inc., Term Loan B-4, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  3.12%   09/19/26   6,427,868
        27,919,561
    Building Products – 1.8%            
6,334,601  
Quikrete Holdings, Inc., Term Loan B, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.67%   01/31/27   6,009,192
    Cable & Satellite – 3.9%            
2,600,573  
Cablevision (aka CSC Holdings, LLC), March 2017 Term Loan B-1, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.43%   07/17/25   2,498,501
2,992,424  
Cablevision (aka CSC Holdings, LLC), October 2018 Incremental Term Loan B-3, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.43%   01/15/26   2,877,395
3,156,867  
Cablevision (aka CSC Holdings, LLC), Sept. 2019 Term Loan B-5, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.68%   04/15/27   3,040,473
4,625,322  
Virgin Media Investment Holdings Limited, Term Loan N, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.68%   01/31/28   4,478,838
        12,895,207
    Casinos & Gaming – 10.0%            
7,874,365  
Caesars Resort Collection, LLC, Term Loan B, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   12/22/24   7,098,740
7,459,362  
CityCenter Holdings, LLC, Term Loan B, 1 Mo. LIBOR + 2.25%, 0.75% Floor
  3.00%   04/18/24   6,978,531
1,970,665  
Golden Nugget, Inc., Term Loan B, 2 Mo. LIBOR + 2.50%, 0.75% Floor
  3.25%   10/04/23   1,688,308
1,682,147  
Golden Nugget, Inc., Term Loan B, 3 Mo. LIBOR + 2.50%, 0.75% Floor
  3.70%   10/04/23   1,441,129
588,715  
Scientific Games International, Inc., Term Loan B5, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   08/14/24   525,722
15,360  
Scientific Games International, Inc., Term Loan B5, 2 Mo. LIBOR + 2.75%, 0.00% Floor
  3.45%   08/14/24   13,717
2,406,520  
Scientific Games International, Inc., Term Loan B5, 6 Mo. LIBOR + 2.75%, 0.00% Floor
  3.61%   08/14/24   2,149,023
9,654,290  
Stars Group Holdings B.V. (Amaya), Term Loan B, 3 Mo. LIBOR + 3.50%, 0.00% Floor
  4.95%   07/10/25   9,518,551
3,339,369  
Station Casinos, Inc. (Red Rocks), Term Loan B, 1 Mo. LIBOR + 2.25%, 0.25% Floor
  2.50%   01/31/27   3,130,658
735,840  
Twin River Worldwide Holdings, Inc., Term Loan B, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   05/10/26   645,927
        33,190,306
    Coal & Consumable Fuels – 0.3%            
1,015,515  
Arch Coal, Inc., Term Loan, 1 Mo. LIBOR + 2.75%, 1.00% Floor
  3.75%   03/07/24   847,955
See Notes to Financial Statements
Page 7
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2020
Principal
Value 		  Description   Rate (a)   Stated
Maturity (b) 		  Value
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
    Coal & Consumable Fuels (Continued)            
$303,660  
Peabody Energy, Corp., Term Loan B, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   03/31/25   $163,217
        1,011,172
    Communications Equipment – 0.5%            
1,633,142  
Commscope, Inc., Term Loan B, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.42%   04/06/26   1,565,775
    Construction & Engineering – 0.0%            
174,141  
Pike Corp., 2019 New Term Loans, 1 Mo. LIBOR + 3.25%, 1.00% Floor
  4.25%   07/24/26   170,404
    Environmental & Facilities Services – 0.8%            
2,944,472  
Packers Holdings, LLC, Term Loan B, 1 Mo. LIBOR + 3.25%, 1.00% Floor
  4.25%   12/04/24   2,795,776
    Food Distributors – 0.4%            
1,461,017  
US Foods, Inc., Incremental B-2019 Term Loan, 6 Mo. LIBOR + 2.00%, 0.00% Floor
  3.07%   08/31/26   1,375,796
    Health Care Facilities – 1.2%            
1,151,542  
Acadia Healthcare Company, Inc., Term Loan B4, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.67%   02/16/23   1,120,692
1,558,119  
Gentiva Health Services, Inc. (Kindred at Home), Term Loan B, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.44%   07/02/25   1,511,375
1,415,180  
Select Medical Corp., Term Loan B, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.67%   03/06/25   1,362,111
        3,994,178
    Health Care Services – 13.8%            
467,931  
Air Medical Group Holdings, Inc. (Global Medical Response), 2018 New Term Loan, 6 Mo. LIBOR + 4.25%, 1.00% Floor
  5.25%   03/14/25   446,373
5,026,272  
Air Medical Group Holdings, Inc. (Global Medical Response), 2018 Term Loan, 6 Mo. LIBOR + 3.25%, 1.00% Floor
  4.25%   04/28/22   4,869,201
2,807,502  
Air Methods Corp. (a/k/a ASP AMC Intermediate Holdings, Inc.), Term Loan B, 3 Mo. LIBOR + 3.50%, 1.00% Floor
  4.95%   04/21/24   2,217,646
6,039,717  
athenahealth, Inc (VVC Holding Corp.), Term Loan B, 3 Mo. LIBOR + 4.50%, 0.00% Floor
  5.28%   02/15/26   5,813,227
23,545  
CHG Healthcare Services, Inc., Term Loan, 3 Mo. LIBOR + 3.00%, 1.00% Floor
  4.45%   06/07/23   22,972
9,137,381  
CHG Healthcare Services, Inc., Term Loan, 6 Mo. LIBOR + 3.00%, 1.00% Floor
  4.07%   06/07/23   8,914,703
3,607,363  
DaVita, Inc., Term Loan B, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.92%   08/12/26   3,518,081
3,603,104  
DuPage Medical Group (Midwest Physician Admin. Services, LLC), Repricing Term Loan, 1 Mo. LIBOR + 2.75%, 0.75% Floor
  3.50%   08/15/24   3,311,253
5,551,646  
Envision Healthcare Corporation, Initial Term Loan, 1 Mo. LIBOR + 3.75%, 0.00% Floor
  3.92%   10/10/25   3,611,068
4,577,800  
Surgery Centers Holdings, Inc., Term Loan B, 1 Mo. LIBOR + 3.25%, 1.00% Floor
  4.25%   08/31/24   4,178,661
3,070,677  
Team Health, Inc., Term Loan B, 1 Mo. LIBOR + 2.75%, 1.00% Floor
  3.75%   02/06/24   2,227,346
2,127,340  
U.S. Renal Care, Inc., Term Loan B, 1 Mo. LIBOR + 5.00%, 0.00% Floor
  5.19%   06/28/26   2,023,249
4,770,981  
Verscend Technologies, Inc., Term Loan B, 1 Mo. LIBOR + 4.50%, 0.00% Floor
  4.67%   08/27/25   4,607,003
186,188  
Vizient, Inc., Term Loan B-6, 1 Mo. LIBOR + 2.00%, 0.00% Floor
  2.17%   05/06/26   178,973
        45,939,756
Page 8
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2020
Principal
Value 		  Description   Rate (a)   Stated
Maturity (b) 		  Value
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
    Health Care Technology – 2.9%            
$7,192,642  
Change Healthcare Holdings, LLC, Closing Date Term Loan, 3 Mo. LIBOR + 2.50%, 1.00% Floor
  3.50%   03/01/24   $6,988,874
2,724,599  
Press Ganey (Azalea TopCo, Inc.), Term Loan B, 3 Mo. LIBOR + 3.50%, 0.00% Floor
  4.26%   07/25/26   2,611,528
        9,600,402
    Household Appliances – 0.4%            
1,447,138  
Traeger Grills (TGP Holdings III LLC), 2018 Refinancing Term Loans, 3 Mo. LIBOR + 4.25%, 1.00% Floor
  5.25%   09/25/24   1,287,953
    Human Resource & Employment Services – 1.2%            
4,194,867  
Alight, Inc. (fka Tempo Acq.), Term Loan B, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   05/01/24   4,020,067
    Hypermarkets & Super Centers – 1.6%            
5,327,212  
BJ’s Wholesale Club, Inc., Term Loan B, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.44%   02/03/24   5,220,668
    Independent Power Producers & Energy Traders – 0.6%            
1,894,664  
Calpine Corporation, Term Loan B5, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.43%   01/15/24   1,854,403
    Industrial Machinery – 0.3%            
842,237  
Douglas Dynamics, LLC, Term Loan B, 1 Mo. LIBOR + 3.00%, 1.00% Floor
  4.00%   12/31/21   838,025
    Insurance Brokers – 13.7%            
4,626,485  
Alliant Holdings I, LLC, 2019 New Term Loan, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.42%   05/10/25   4,420,606
6,620,652  
Alliant Holdings I, LLC, Initial Term Loan, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   05/09/25   6,306,900
11,590,142  
Amwins Group, Inc., Term Loan B (First Lien), 1 Mo. LIBOR + 2.75%, 1.00% Floor
  3.75%   01/25/24   11,377,695
4,292,994  
AssuredPartners, Inc., Term Loan B, 1 Mo. LIBOR + 3.50%, 0.00% Floor
  3.67%   02/15/27   4,082,809
2,858,085  
BroadStreet Partners, Inc., Term Loan B, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.42%   01/31/27   2,738,988
37,871  
HUB International Limited, Term Loan B, 2 Mo. LIBOR + 3.00%, 0.00% Floor
  3.87%   04/25/25   36,408
14,845,294  
HUB International Limited, Term Loan B, 3 Mo. LIBOR + 3.00%, 0.00% Floor
  4.02%   04/25/25   14,271,969
2,238,321  
USI, Inc. (fka Compass Investors, Inc.), Term Loan B, 1 Mo. LIBOR + 3.00%, 0.00% Floor
  3.17%   05/15/24   2,147,109
        45,382,484
    Integrated Telecommunication Services – 5.9%            
8,667,312  
CenturyLink, Inc. (Qwest), Term Loan B, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.42%   03/15/27   8,305,712
3,468,217  
Numericable (Altice France SA or SFR), Term Loan B-11, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   07/31/25   3,266,644
379,734  
Numericable (Altice France SA or SFR), Term Loan B13, 1 Mo. LIBOR + 4.00%, 0.00% Floor
  4.18%   08/14/26   364,188
8,057,558  
Zayo Group Holdings, Inc., Initial Dollar Term Loan, 1 Mo. LIBOR + 3.00%, 0.00% Floor
  3.17%   02/28/27   7,740,332
        19,676,876
See Notes to Financial Statements
Page 9
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2020
Principal
Value 		  Description   Rate (a)   Stated
Maturity (b) 		  Value
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
    Interactive Home Entertainment – 0.5%            
$1,531,421  
Playtika Holding Corp., Term Loan B, 6 Mo. LIBOR + 6.00%, 1.00% Floor
  7.07%   12/10/24   $1,529,782
    Investment Banking & Brokerage – 1.7%            
5,698,275  
Citadel Securities L.P., Term Loan B, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   02/27/26   5,572,457
    Leisure Facilities – 1.0%            
3,837,437  
ClubCorp Holdings, Inc., Term Loan B, 3 Mo. LIBOR + 2.75%, 0.00% Floor
  4.20%   09/18/24   3,344,557
    Life Sciences Tools & Services – 0.4%            
1,256,297  
Grifols Worldwide Operations Limited, Term Loan B, 1 Mo. LIBOR + 2.00%, 0.00% Floor
  2.09%   11/15/27   1,224,890
    Managed Health Care – 6.5%            
17,965,920  
Multiplan, Inc. (MPH), Term Loan B, 3 Mo. LIBOR + 2.75%, 1.00% Floor
  4.20%   06/07/23   17,221,053
4,659,173  
Versant Health (Wink Holdco, Inc.), Initial Term Loan, 3 Mo. LIBOR + 3.00%, 1.00% Floor
  4.45%   12/02/24   4,447,180
        21,668,233
    Metal & Glass Containers – 1.3%            
4,491,865  
Berry Global, Inc., Term Loan Y, 1 Mo. LIBOR + 2.00%, 0.00% Floor
  2.22%   07/01/26   4,379,568
    Movies & Entertainment – 2.9%            
2,702,205  
AMC Entertainment, Inc., Term Loan B, 6 Mo. LIBOR + 3.00%, 0.00% Floor
  4.08%   04/22/26   2,057,054
7,494,478  
Cineworld Group PLC (Crown), Term Loan B, 6 Mo. LIBOR + 2.25%, 0.00% Floor
  3.32%   02/05/25   5,514,662
529,237  
Live Nation Entertainment, Inc., Term Loan B, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.94%   10/17/26   495,101
1,686,455  
PUG, LLC (Stubhub), Term Loan B, 1 Mo. LIBOR + 3.50%, 0.00% Floor
  3.67%   01/31/27   1,471,432
        9,538,249
    Other Diversified Financial Services – 6.2%            
10,178,269  
AlixPartners, LLP, Term Loan B, 1 Mo. LIBOR + 2.50%, 0.00% Floor
  2.67%   04/04/24   9,874,244
10,918,573  
Refinitiv US Holdings, Inc., Term Loan B, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.42%   10/01/25   10,747,042
        20,621,286
    Packaged Foods & Meats – 2.7%            
410,683  
BellRing Brands, LLC, Term Loan B, 1 Mo. LIBOR + 5.00%, 1.00% Floor
  6.00%   10/21/24   408,630
1,057,502  
Froneri International Limited, Facility B2 Loan, 1 Mo. LIBOR + 2.25%, 0.00% Floor
  2.42%   01/31/27   1,007,271
1,994,006  
Hostess Brands, LLC (HB Holdings), Term Loan B, 1 Mo. LIBOR + 2.25%, 0.75% Floor
  3.00%   08/03/25   1,932,311
18,556  
Hostess Brands, LLC (HB Holdings), Term Loan B, 2 Mo. LIBOR + 2.25%, 0.75% Floor
  3.00%   08/03/25   17,982
5,372,830  
Hostess Brands, LLC (HB Holdings), Term Loan B, 3 Mo. LIBOR + 2.25%, 0.75% Floor
  3.01%   08/03/25   5,206,595
Page 10
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2020
Principal
Value 		  Description   Rate (a)   Stated
Maturity (b) 		  Value
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
    Packaged Foods & Meats (Continued)            
$355,742  
Simply Good Foods (Atkins Nutritionals, Inc.), Term Loan B, 1 Mo. LIBOR + 3.75%, 1.00% Floor
  4.75%   07/07/24   $349,516
        8,922,305
    Paper Packaging – 2.9%            
1,902,471  
Reynolds Consumer Products, LLC, Initial Term Loans, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.92%   01/31/27   1,865,621
8,067,389  
Reynolds Group Holdings, Inc., U.S. Term Loan, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   02/05/23   7,806,893
        9,672,514
    Pharmaceuticals – 13.2%            
4,080,076  
Akorn, Inc., Loan, 1 Mo. LIBOR + 14.50%, 1.00% Floor (d)
  15.50%   04/16/21   3,484,100
15,965,747  
Bausch Health Companies, Inc. (Valeant), Term Loan B, 1 Mo. LIBOR + 3.00%, 0.00% Floor
  3.17%   06/01/25   15,629,349
9,624,002  
Endo, LLC, Term Loan B, 1 Mo. LIBOR + 4.25%, 0.75% Floor
  5.00%   04/29/24   8,981,022
4,824,535  
GoodRX, Inc., Term Loan B, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  3.15%   10/15/25   4,677,387
461,707  
IQVIA, Inc. (Quintiles), Term Loan B3, 3 Mo. LIBOR + 1.75%, 0.00% Floor
  3.20%   06/11/25   447,855
4,736,930  
Mallinckrodt International Finance S.A., 2017 Term Loan B, 3 Mo. LIBOR + 2.75%, 0.75% Floor
  4.20%   09/24/24   3,227,033
1,077,444  
Mallinckrodt International Finance S.A., 2018 Incremental Term Loan, 3 Mo. LIBOR + 3.00%, 0.75% Floor
  3.75%   02/24/25   730,141
3,771,811  
Parexel International Corp., Term Loan B, 1 Mo. LIBOR + 2.75%, 0.00% Floor
  2.92%   09/27/24   3,558,968
3,222,836  
Pharmaceutical Product Development, Inc. (PPDI/Jaguar), Initial Term Loan, 1 Mo. LIBOR + 2.50%, 1.00% Floor
  3.50%   08/18/22   3,206,335
        43,942,190
    Research & Consulting Services – 0.2%            
450,500  
Clarivate Analytics PLC (Camelot), Term Loan B, 1 Mo. LIBOR + 3.00%, 0.00% Floor
  3.17%   10/31/26   439,801
187,566  
Nielsen Finance, LLC (VNU, Inc.), Term Loan B5, 1 Mo. LIBOR + 3.75%, 1.00% Floor
  4.75%   06/30/25   186,550
        626,351
    Restaurants – 2.1%            
3,759,047  
1011778 B.C. Unlimited Liability Company (Restaurant Brands) (aka Burger King/Tim Horton’s), Term Loan B-4, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.92%   11/14/26   3,603,987
3,980,000  
Portillo’s Holdings, LLC, Term Loan B-3, 3 Mo. LIBOR + 5.50%, 1.00% Floor
  6.95%   08/30/24   3,446,003
        7,049,990
    Security & Alarm Services – 0.2%            
549,406  
Garda World Security Corp., Term Loan B, 1 Mo. LIBOR + 4.75%, 0.00% Floor
  4.93%   10/30/26   533,611
    Specialized Consumer Services – 2.8%            
366,121  
Aramark Services, Inc., Term Loan B-4, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.92%   12/31/26   347,702
724,000  
Asurion, LLC, Second Lien Replacement B-2 Term Loan, 1 Mo. LIBOR + 6.50%, 0.00% Floor
  6.67%   08/04/25   719,931
6,343,563  
Asurion, LLC, Term Loan B6, 1 Mo. LIBOR + 3.00%, 0.00% Floor
  3.17%   11/03/23   6,173,111
See Notes to Financial Statements
Page 11
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2020
Principal
Value 		  Description   Rate (a)   Stated
Maturity (b) 		  Value
SENIOR FLOATING-RATE LOAN INTERESTS (c) (Continued)
    Specialized Consumer Services (Continued)            
$2,184,782  
Asurion, LLC, Term Loan B7, 1 Mo. LIBOR + 3.00%, 0.00% Floor
  3.17%   11/03/24   $2,120,331
        9,361,075
    Specialty Chemicals – 0.3%            
1,032,455  
H.B. Fuller Company, Term Loan B, 1 Mo. LIBOR + 2.00%, 0.00% Floor
  2.17%   10/20/24   1,005,353
    Systems Software – 9.2%            
5,160,517  
Applied Systems, Inc., 1st Lien Term Loan, 3 Mo. LIBOR + 3.25%, 1.00% Floor
  4.70%   09/19/24   5,000,334
1,511,160  
Applied Systems, Inc., 2nd Lien Term Loan, 3 Mo. LIBOR + 7.00%, 1.00% Floor
  8.45%   09/19/25   1,479,048
9,324,400  
McAfee, LLC, Term Loan B, 1 Mo. LIBOR + 3.75%, 0.00% Floor
  3.92%   09/30/24   9,161,223
1,350,426  
Misys Financial Software Ltd. (Almonde, Inc.) (Finastra), Term Loan B, 6 Mo. LIBOR + 3.50%, 1.00% Floor
  4.50%   06/13/24   1,224,391
8,565  
Riverbed Technology, Inc., Term Loan B, 2 Mo. LIBOR + 3.25%, 1.00% Floor
  4.25%   04/24/22   7,392
3,246,084  
Riverbed Technology, Inc., Term Loan B, 3 Mo. LIBOR + 3.25%, 1.00% Floor
  4.25%   04/24/22   2,801,501
3,156,407  
Sophos Group PLC (Surf), Term Loan B, 3 Mo. LIBOR + 3.50%, 0.00% Floor
  4.81%   03/05/27   3,018,314
1,583,715  
SS&C European Holdings, S.a.r.l, Term Loan B-3, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.92%   04/16/25   1,531,262
1,082,432  
SS&C European Holdings, S.a.r.l, Term Loan B-4, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.92%   04/16/25   1,046,581
2,164,470  
SS&C European Holdings, S.a.r.l, Term Loan B-5, 1 Mo. LIBOR + 1.75%, 0.00% Floor
  1.92%   04/16/25   2,093,866
1,315,791  
SUSE (Marcel Lux IV SARL), Facility B1 USD, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.42%   03/15/26   1,250,001
2,029,246  
Vertafore, Inc., Term Loan B, 1 Mo. LIBOR + 3.25%, 0.00% Floor
  3.42%   07/02/25   1,920,174
        30,534,087
    Wireless Telecommunication Services – 0.9%            
3,102,950  
T-Mobile USA, Inc., Term Loan B, 1 Mo. LIBOR + 3.00%, 0.00% Floor
  3.17%   04/01/27   3,102,236
   
Total Senior Floating-Rate Loan Interests
  456,779,788
    (Cost $481,178,622)            
Principal
Value 		  Description   Stated
Coupon 		  Stated
Maturity 		  Value
CORPORATE BONDS AND NOTES (c) – 0.1%
    Broadcasting – 0.1%            
519,000  
Diamond Sports Group, LLC / Diamond Sports Finance Co. (e)
  5.38%   08/15/26   413,819
    (Cost $398,513)            
    
Shares   Description   Value
COMMON STOCKS (c) – 0.7%
    Broadcasting – 0.0%    
25,815  
Cumulus Media, Class A (f)
  133,464
    Electric Utilities – 0.7%    
106,607  
Vistra Energy Corp.
  2,179,047
Page 12
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2020
Shares   Description   Value
COMMON STOCKS (c) (Continued)
    Oil & Gas Exploration & Production – 0.0%    
119,734  
Ascent Resources - Marcellus, LLC Class A Common Shares (f) (g)
  $104,767
3,699  
Fieldwood Energy Equity (f) (g)
  370
        105,137
   
Total Common Stocks
  2,417,648
    (Cost $3,357,339)    
RIGHTS (c) – 0.0%
    Electric Utilities – 0.0%    
106,607  
Vistra Energy Corp. (f)
  114,603
    Life Sciences Tools & Services – 0.0%    
1  
New Millennium Holdco, Inc., Corporate Claim Trust (f) (h) (i) (j)
  0
1  
New Millennium Holdco, Inc., Lender Claim Trust (f) (h) (i) (j)
  0
        0
   
Total Rights
  114,603
    (Cost $174,207)    
WARRANTS (c) – 0.0%
    Oil & Gas Exploration & Production – 0.0%    
31,000  
Ascent Resources - Marcellus, LLC First Lien Warrants (f)
  930
    (Cost $3,100)    
MONEY MARKET FUNDS (c) – 1.6%
5,200,355  
Morgan Stanley Institutional Liquidity Funds - Treasury Portfolio - Institutional Class - 0.05% (k)
  5,200,355
    (Cost $5,200,355)    
   
Total Investments – 139.9%
  464,927,143
    (Cost $490,312,136) (l)    
   
Outstanding Loans – (35.8)%
  (119,000,000)
   
Net Other Assets and Liabilities – (4.1)%
  (13,660,556)
   
Net Assets – 100.0%
  $332,266,587
    
(a) 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 lending rate offered by one or more major European banks, such as the LIBOR, (ii) the prime rate offered by one or more United States banks or (iii) the certificate of deposit rate. Certain Senior Loans are subject to a LIBOR floor that establishes a minimum LIBOR rate. When a range of rates is disclosed, the Fund holds more than one contract within the same tranche with identical LIBOR period, spread and floor, but different LIBOR reset dates.
(b) 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.
(c) All of these securities are available to serve as collateral for the outstanding loans.
(d) This issuer has filed for protection in bankruptcy court.
(e) This security, sold within the terms of a private placement memorandum, is exempt from registration upon resale under Rule 144A under 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, 2020, securities noted as such amounted to $413,819 or 0.1% of net assets.
(f) Non-income producing security.
(g) 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. Pursuant to procedures adopted by the Fund’s Board of Trustees, this security has been determined to be liquid by the Advisor. Although market instability can result in periods of increased overall market illiquidity, liquidity for the security is determined based on security-specific factors and assumptions, which require subjective judgment. At May 31, 2020, securities noted as such amounted to $105,137 or 0.0% of net assets.
See Notes to Financial Statements
Page 13
First Trust Senior Floating Rate Income Fund II (FCT)
Portfolio of Investments (Continued)
May 31, 2020
(h) This security is fair valued by the Advisor’s Pricing Committee in accordance with procedures adopted by the Fund’s Board of Trustees, and in accordance with the provisions of the Investment Company Act of 1940, as amended. At May 31, 2020, securities noted as such are valued at $0 or 0.0% of net assets.
(i) Pursuant to procedures adopted by the Fund’s Board of Trustees, this security has been determined to be illiquid by the Advisor.
(j) This security’s value was determined using significant unobservable inputs (see Note 2A – Portfolio Valuation in the Notes to Financial Statements).
(k) Rate shown reflects yield as of May 31, 2020.
(l) Aggregate cost for federal income tax purposes was $490,432,917. As of May 31, 2020, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost was $1,388,271 and the aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value was $26,894,045. The net unrealized depreciation was $25,505,774.
    
LIBOR London Interbank Offered Rate
Valuation Inputs
A summary of the inputs used to value the Fund’s investments as of May 31, 2020 is as follows (see Note 2A - Portfolio Valuation in the Notes to Financial Statements):
  Total
Value at
5/31/2020 		Level 1
Quoted
Prices 		Level 2
Significant
Observable
Inputs 		Level 3
Significant
Unobservable
Inputs
Senior Floating-Rate Loan Interests*
$ 456,779,788 $ — $ 456,779,788 $ —
Corporate Bonds and Notes*
 413,819  —  413,819  —
Common Stocks:        
Oil & Gas Exploration & Production
 105,137  —  105,137  —
Other industry categories*
 2,312,511  2,312,511  —  —
Rights:        
Electric Utilities
 114,603  —  114,603  —
Life Sciences Tools & Services
 —**  —  —  —**
Warrants*
 930  —  930  —
Money Market Funds
 5,200,355  5,200,355  —  —
Total Investments
$ 464,927,143 $ 7,512,866 $ 457,414,277 $—**
    
* See Portfolio of Investments for industry breakout.
** Investment is valued at $0.
As of May 31, 2020, the Fund transferred common stocks and warrants valued at $105,697 from Level 3 to Level 2 of the fair value hierarchy. The common stocks and warrants that transferred from Level 3 to Level 2 did so as a result of the availability of observable inputs.
Level 3 Rights that are fair valued by the Advisor’s Pricing Committee are footnoted in the Portfolio of Investments. All Level 3 values are based on unobservable inputs.
Page 14
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Statement of Assets and Liabilities
May 31, 2020
ASSETS:  
Investments, at value

    (Cost $490,312,136)
$ 464,927,143
Cash
46,445
Receivables:  
Investment securities sold
4,377,897
Interest
1,163,105
Prepaid expenses
17,407
Total Assets
470,531,997
LIABILITIES:  
Outstanding loans
119,000,000
Payables:  
Investment securities purchased
18,664,849
Investment advisory fees
279,852
Interest and fees on loans
99,789
Administrative fees
92,253
Audit and tax fees
59,021
Custodian fees
23,355
Shareholder reporting fees
21,167
Legal fees
11,217
Transfer agent fees
6,706
Trustees’ fees and expenses
2,744
Financial reporting fees
771
Other liabilities
3,686
Total Liabilities
138,265,410
NET ASSETS
$332,266,587
NET ASSETS consist of:  
Paid-in capital
$ 391,605,342
Par value
266,670
Accumulated distributable earnings (loss)
(59,605,425)
NET ASSETS
$332,266,587
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share)
$12.46
Number of Common Shares outstanding (unlimited number of Common Shares has been authorized)
26,666,989
See Notes to Financial Statements
Page 15
First Trust Senior Floating Rate Income Fund II (FCT)
Statement of Operations
For the Year Ended May 31, 2020
INVESTMENT INCOME:  
Interest
$ 25,518,728
Dividends
 54,370
Other
 272,106
Total investment income
25,845,204
EXPENSES:  
Interest and fees on loans
 3,852,722
Investment advisory fees
 3,717,590
Administrative fees
 352,648
Custodian fees
 70,519
Shareholder reporting fees
 67,271
Audit and tax fees
 61,237
Legal fees
 52,481
Listing expense
 29,843
Transfer agent fees
 25,873
Trustees’ fees and expenses
 16,716
Financial reporting fees
 9,250
Other
 24,054
Total expenses
8,280,204
NET INVESTMENT INCOME (LOSS)
17,565,000
NET REALIZED AND UNREALIZED GAIN (LOSS):  
Net realized gain (loss) on investments
(9,549,702)
Net change in unrealized appreciation (depreciation) on investments
(16,261,384)
NET REALIZED AND UNREALIZED GAIN (LOSS)
(25,811,086)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$(8,246,086)
Page 16
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Statements of Changes in Net Assets
  Year
Ended
5/31/2020 		  Year
Ended
5/31/2019
OPERATIONS:      
Net investment income (loss)
$ 17,565,000   $ 19,688,863
Net realized gain (loss)
 (9,549,702)    (5,925,300)
Net change in unrealized appreciation (depreciation)
 (16,261,384)    (3,619,109)
Net increase (decrease) in net assets resulting from operations
(8,246,086)   10,144,454
DISTRIBUTIONS TO SHAREHOLDERS FROM:      
Investment operations
 (18,222,769)    (19,355,312)
Return of capital
 (6,758,932)    —
Total distributions to shareholders
(24,981,701)   (19,355,312)
CAPITAL TRANSACTIONS:      
Repurchase of Common Shares *
 (310,074)    —
Net increase (decrease) in net assets resulting from capital transactions
(310,074)   —
Total increase (decrease) in net assets
 (33,537,861)    (9,210,858)
NET ASSETS:      
Beginning of period
 365,804,448    375,015,306
End of period
$ 332,266,587   $ 365,804,448
CAPITAL TRANSACTIONS were as follows:      
Common Shares at beginning of period
 26,696,982    26,696,982
Common Shares repurchased *
 (29,993)    —
Common Shares at end of period
26,666,989   26,696,982
    
* On May 12, 2020, the Fund commenced a share repurchase program. For the fiscal year ended May 31, 2020, the fund repurchased 29,993 of its shares at a weighted-average discount of 13.78% from net asset value per share. The Fund expects to continue to repurchase its outstanding shares until the earlier of (i) the repurchase of an additional 1,304,856 common shares (for an aggregate of 1,334,849), or (ii) March 15, 2021.
See Notes to Financial Statements
Page 17
First Trust Senior Floating Rate Income Fund II (FCT)
Statement of Cash Flows
For the Year Ended May 31, 2020
Cash flows from operating activities:    
Net increase (decrease) in net assets resulting from operations
$(8,246,086)  
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:    
Purchases of investments
(474,125,747)  
Sales, maturities and paydown of investments
524,798,065  
Net amortization/accretion of premiums/discounts on investments
(452,332)  
Net realized gain/loss on investments
9,549,702  
Net change in unrealized appreciation/depreciation on investments
16,261,384  
Changes in assets and liabilities:    
Decrease in interest receivable
581,301  
Decrease in prepaid expenses
1,711  
Decrease in interest and fees payable on loans
(101,968)  
Decrease in investment advisory fees payable
(58,885)  
Decrease in audit and tax fees payable
(3,179)  
Decrease in legal fees payable
(2,928)  
Decrease in shareholder reporting fees payable
(12,652)  
Decrease in administrative fees payable
(34,535)  
Increase in custodian fees payable
5,968  
Increase in transfer agent fees payable
2,779  
Increase in Trustees’ fees and expenses payable
198  
Decrease in other liabilities payable
(1,674)  
Cash provided by operating activities
  $68,161,122
Cash flows from financing activities:    
Repurchase of Common Shares
(310,074)  
Distributions to Common Shareholders from investment operations
(18,222,769)  
Distributions to Common Shareholders from return of capital
(6,758,932)  
Repayment of borrowings
(115,000,000)  
Proceeds from borrowings
71,000,000  
Cash used in financing activities
  (69,291,775)
Decrease in cash
  (1,130,653)
Cash at beginning of period
  1,177,098
Cash at end of period
  $46,445
Supplemental disclosure of cash flow information:    
Cash paid during the period for interest and fees
  $3,954,690
Page 18
See Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
Financial Highlights
For a Common Share outstanding throughout each period
  Year Ended May 31,
2020   2019   2018   2017   2016
Net asset value, beginning of period
$ 13.70   $ 14.05   $ 14.28   $ 14.03   $ 14.71
Income from investment operations:                  
Net investment income (loss)
0.67   0.74   0.70   0.78   0.83
Net realized and unrealized gain (loss)
(0.97)   (0.36)   (0.17)   0.30   (0.63)
Total from investment operations
(0.30)   0.38   0.53   1.08   0.20
Distributions paid to shareholders from:                  
Net investment income
(0.69)   (0.73)   (0.70)   (0.78)   (0.88)
Return of capital
(0.25)   —   (0.06)   (0.05)   —
Total distributions paid to Common Shareholders
(0.94)   (0.73)   (0.76)   (0.83)   (0.88)
Net asset value, end of period
$12.46   $13.70   $14.05   $14.28   $14.03
Market value, end of period
$11.12   $11.98   $12.99   $13.62   $13.05
Total return based on net asset value (a)
(1.38)%   3.44%   4.24%   7.99%   2.36%
Total return based on market value (a)
0.65%   (2.17)%   1.05%   10.89%   1.56%
Ratios to average net assets/supplemental data:                  
Net assets, end of period (in 000’s)
$ 332,267   $ 365,804   $ 375,015   $ 381,298   $ 374,685
Ratio of total expenses to average net assets
2.35%   2.53%   2.17%   2.06%   1.79%
Ratio of total expenses to average net assets excluding interest expense
1.26%   1.24%   1.26%   1.33%   1.27%
Ratio of net investment income (loss) to average net assets
4.98%   5.34%   4.94%   5.47%   5.98%
Portfolio turnover rate
64%   58%   101%   116% (b)   43%
Indebtedness:                  
Total loans outstanding (in 000’s)
$ 119,000   $ 163,000   $ 155,000   $ 146,000   $ 137,000
Asset coverage per $1,000 of indebtedness (c)
$ 3,792   $ 3,244   $ 3,419   $ 3,612   $ 3,735
    
(a) 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.
(b) The variation in portfolio turnover rate is due to a significant increase in the refinancing of the Senior Floating-Rate Loan Interests held by the Fund during the year ended May 31, 2017.
(c) 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
Page 19
Notes to Financial Statements
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020
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, at least 80% of the Fund’s Managed Assets are generally invested in 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.
2. Significant Accounting Policies
The Fund is considered an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) 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.
A. Portfolio Valuation
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 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 adopted by the Fund’s Board of Trustees, and in accordance with provisions of the 1940 Act. 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 adopted by the Fund’s Board of Trustees, and in accordance with the provisions of the 1940 Act. Fair valuation of a Senior Loan is based on the consideration of all available information, including, but not limited to the following:
1) the fundamental business data relating to the borrower;
2) an evaluation of the forces which influence the market in which these securities are purchased and sold;
(1) The terms “security” and “securities” used throughout the Notes to Financial Statements include Senior Loans.
Page 20
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020
3) the type, size and cost of the security;
4) the financial statements of the borrower;
5) the credit quality and cash flow of the borrower, based on the Advisor’s or external analysis;
6) the information as to any transactions in or offers for the security;
7) the price and extent of public trading in similar securities (or equity securities) of the borrower, or comparable companies;
8) the coupon payments;
9) the quality, value and salability of collateral, if any, securing the security;
10) 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;
11) the prospects for the borrower’s industry, and multiples (of earnings and/or cash flows) being paid for similar businesses in that industry;
12) the borrower’s competitive position within the industry;
13) the borrower’s ability to access additional liquidity through public and/or private markets; and
14) other relevant factors.
Common stocks and other equity securities listed on any national or foreign exchange (excluding The Nasdaq Stock Market LLC (“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 principal market for such securities.
Shares of open-end funds are valued at fair value which is based on NAV per share.
Securities traded in an over-the-counter market are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price.
Corporate bonds, corporate notes and other debt securities are fair valued on the basis of valuations provided by dealers who make markets in such securities or by a third-party pricing service approved by the Fund’s Board of Trustees, which may use the following valuation inputs when available:
1) benchmark yields;
2) reported trades;
3) broker/dealer quotes;
4) issuer spreads;
5) benchmark securities;
6) bids and offers; and
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 Fund’s Board of Trustees or its delegate, 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) 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 type of security;
2) the size of the holding;
3) the initial cost of the security;
4) transactions in comparable securities;
5) price quotes from dealers and/or third-party pricing services;
6) relationships among various securities;
Page 21
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020
7) information obtained by contacting the issuer, analysts, or the appropriate stock exchange;
8) an analysis of the issuer’s financial statements; and
9) the existence of merger proposals or tender offers that might affect the value of the security.
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, 2020, 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.
In July 2017, the Financial Conduct Authority (“FCA”) announced that it will no longer persuade or compel banks to submit rates for the calculations of the London Interbank Offered Rates (“LIBOR”) after 2021. Further, the FCA has subsequently stated, as recently as March 2020, that the central assumption continues to be that firms should not rely on LIBOR being published after the end of 2021.
In the United States, the Alternative Reference Rates Committee (the “ARRC”), a group of market participants convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York in cooperation with other federal and state government agencies, has since 2014 undertaken efforts to identify U.S. dollar reference interest rates as alternatives to LIBOR and to facilitate the mitigation of LIBOR-related risks. In June 2017, the ARRC identified the Secured Overnight Financing Rate (“SOFR”), a broad measure of the cost of cash overnight borrowing collateralized by U.S. Treasury securities, as the preferred alternative for U.S. dollar LIBOR. The Federal Reserve Bank of New York began daily publishing of SOFR in April 2018.
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, 2020, the Fund had no when-issued, delayed-delivery or forward purchase commitments.
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. The Fund had no unfunded loan commitments as of May 31, 2020.
Page 22
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020
D. 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, 2020, resulting in book and tax accounting differences, have been reclassified at year end to reflect an increase in accumulated net investment income (loss) of $180,089, an increase in accumulated net realized gain (loss) of $66,549, and a decrease to paid-in capital of $246,638. 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 these reclassifications.
The tax character of distributions paid by the Fund during the fiscal years ended May 31, 2020 and 2019, was as follows:
Distributions paid from: 2020 2019
Ordinary income
$18,222,769 $19,355,312
Return of capital
6,758,932 —
As of May 31, 2020, the components of distributable earnings and net assets on a tax basis were as follows:
Undistributed ordinary income
$—
Undistributed capital gains
—
Total undistributed earnings
—
Accumulated capital and other losses
(34,099,651)
Net unrealized appreciation (depreciation)
(25,505,774)
Total accumulated earnings (losses)
(59,605,425)
Other
—
Paid-in capital
391,872,012
Total net assets
$332,266,587
E. Income Taxes
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 the taxable year ended May 31, 2020, the Fund had $25,832,130 of non-expiring capital loss carryforwards for federal income tax purposes.
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, 2020, the Fund incurred $8,267,521 of 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 2017, 2018, 2019, and 2020 remain open to federal and state audit. As of May 31, 2020, 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.
Page 23
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020
F. Expenses
The Fund will pay all expenses directly related to its operations.
G. New Accounting Pronouncement
On March 30, 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-08 “Premium Amortization on Purchased Callable Debt Securities,” which amends the amortization period for certain purchased callable debt securities held at a premium by shortening such period to the earliest call date. The new guidance requires an entity to amortize the premium on a callable debt security within its scope to the earliest call date, unless the guidance for considering estimated prepayments is applied. If the call option is not exercised at the earliest call date, the yield is reset to the effective yield using the payment terms of the security. If the security has more than one call date and the premium was amortized to a call price greater than the next call price, any excess of the amortized cost basis over the amount repayable at the next call date will be amortized to that date. If there are no other call dates, any excess of the amortized cost basis over the par amount will be amortized to maturity. Discounts on purchased callable debt securities will continue to be amortized to the security’s maturity date. ASU 2017-08 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. ASU 2017-08 was adopted for these financial statements and did not have a material impact.
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.
BNY Mellon Investment Servicing (US) Inc. (“BNYM IS”) serves as the Fund’s transfer agent in accordance with certain fee arrangements. As transfer agent, BNYM IS is responsible for maintaining shareholder records for the Fund. 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 and BNYM are subsidiaries of The Bank of New York Mellon Corporation, a financial holding company.
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 defined-outcome fund or an index fund.
Additionally, the Lead Independent Trustee and the Chairmen of the Audit Committee, Nominating and Governance Committee and Valuation Committee 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 Lead Independent Trustee and Committee Chairmen rotate every three years. 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, 2020, were $321,604,283 and $367,986,603, respectively.
5. Borrowings
The Fund has a credit agreement with The Bank of Nova Scotia (“Scotia”) that provides a secured line of credit for the Fund. The maximum commitment amount is $170,000,000. The borrowing rate is the applicable LIBOR rate plus 80 basis points. Prior to October 18, 2019, the borrowing rate was the applicable LIBOR rate plus 85 basis points. Under the credit agreement, the Fund pays a commitment fee of 0.25% when the loan balance is less than 75% of the maximum commitment. The average amount outstanding under the facility for the fiscal year ended May 31, 2020 was $142,931,694 with the average weighted average interest rate of 2.55%. As of May 31, 2020, the Fund had four loans outstanding under the facility totaling $119,000,000, which approximates fair value. The borrowings are categorized as Level 2 within the fair value hierarchy. The high and low annual interest rates during the fiscal year
Page 24
Notes to Financial Statements (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020
ended May 31, 2020 were 3.34% and 0.98%, respectively. The weighted average interest rate at May 31, 2020 was 1.00%. The interest and fees are included in “Interest and fees on loans” on the Statement of Operations.
6. Indemnification
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.
7. Litigation
The Fund has been named as a defendant in litigation pending in the Bankruptcy Court for the Southern District of New York as part of the General Motors bankruptcy case. The plaintiff, the Motors Liquidation Company Avoidance Action Trust, is an entity formed under the bankruptcy plan of reorganization to prosecute “avoidance” actions such as preference actions. The lawsuit arises from years of ancillary litigation concerning whether the former holders of a term loan to General Motors (“GM”), for which JP Morgan acted as agent, lost their lien on GM collateral when a Uniform Commercial Code release was mistakenly filed terminating their interest in certain collateral securing the term loan. On January 21, 2015, the federal appeals court in New York ruled that the term lenders’ collateral interest was, indeed, terminated.
By virtue of the federal appellate court’s decision, all of the former holders of the term loan, including the Fund, are now being sued in the bankruptcy court in New York for the avoidance and return of certain payments they received both before and after the GM bankruptcy filing. The bankruptcy court lawsuit is premised on the assertion that the term lenders received payments on account of their status as fully secured creditors when in fact they should not have received the payments because they were not in fact fully secured.
The Fund was first served following the filing of the First Amended Complaint on May 20, 2015. The payments which were received by the Fund in 2009 and which the plaintiff seeks to recover from the Fund total $8,057,298. The Fund has engaged counsel to assist with its defense of this matter.
The parties to the litigation entered into a settlement agreement to resolve the litigation. The settlement agreement was subject to the approval of the United States Bankruptcy Court for the Southern District of New York, which approval was granted on June 13, 2019. Pursuant to the settlement agreement, all claims against the Fund were released by the parties to the settlement agreement, and the case against the Trust was dismissed. The settlement of the litigation did not require any payment by the Fund. Pursuant to the settlement agreement, the Fund was entitled to and did assert a general unsecured claim which allowed the Fund to recover a portion of the attorneys’ fees and costs incurred in the litigation.
8. Subsequent Events
Management has evaluated the impact of all subsequent events to 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.
Page 25
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, 2020, 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, 2020, 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.
Basis for Opinion
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, 2020, 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.
Chicago, Illinois
July 23, 2020
We have served as the auditor of one or more First Trust investment companies since 2001.
Page 26
Additional Information
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020 (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 BNY Mellon Investment Servicing (US) Inc. (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 BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809.
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; (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.
Portfolio Holdings
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
Page 27
Additional Information (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020 (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.
Federal Tax Information
Of the ordinary income (including short-term capital gain) distributions made by the Fund during the fiscal year ended May 31, 2020, 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, 2020, 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, 2019, 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 9, 2019. At the Annual Meeting, James A. Bowen and Robert F. Keith were elected by the Common Shareholders of the First Trust Senior Floating Rate Income Fund II as Class III Trustees for a three-year term expiring at the Fund’s annual meeting of shareholders in 2022. The number of votes cast in favor of Mr. Bowen was 15,277,851, the number of votes against Mr. Bowen was 10,002,295, and the number of broker non-votes was 1,416,836. The number of votes cast in favor of Mr. Keith was 24,924,601, the number of votes against Mr. Keith was 355,545, and the number of broker non-votes was 1,416,836. Richard E. Erickson, Thomas R. Kadlec and Niel B. Nielson are the other current and continuing Trustees.
Risk Considerations
The following discussion summarizes certain (but not all) of the principal risks associated with investing 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 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 one or more securities in the Fund’s portfolio will decline in price, or the issuer thereof will fail to pay dividends or interest or repay principal when due. Below-investment grade instruments 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 susceptible to default or decline in market value 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.
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
Page 28
Additional Information (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020 (Unaudited)
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.
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.
Hotels, Restaurants & Leisure Risk. Companies in the hotels, restaurants and leisure industry are subject to, among other things, a highly competitive marketplace; the ongoing need to contribute significant capital expenditures and keep pace with changes in technology and consumer preferences; difficulty in obtaining financing; and rapid obsolescence. In addition, these companies may be more sensitive to adverse economic (general and local), business or regulatory developments than other companies.
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.
Many financial instruments use or may use a floating rate based upon the London Interbank Offered Rate (LIBOR), which is being phased out by the end of 2021. There remains some uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate.
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: the likelihood of greater volatility of net asset value and market price of the common shares than a comparable portfolio without leverage; 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; in a declining market, the use of leverage is likely to cause a greater decline in the net asset
Page 29
Additional Information (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020 (Unaudited)
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 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.
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. Securities held by a fund, as well as shares of a fund itself, are subject to market fluctuations caused by factors such as general economic conditions, political events, regulatory 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, 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. Such events may affect certain geographic regions, countries, sectors and industries more significantly than others. The outbreak of the respiratory disease designated as COVID-19 in December 2019 has caused significant volatility and declines in global financial markets, which have caused losses for investors. The COVID-19 pandemic may last for an extended period of time and will continue to impact the economy for the foreseeable future.
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, 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. 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
Page 30
Additional Information (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020 (Unaudited)
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. 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.
Page 31
Board of Trustees and Officers
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020 (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
INDEPENDENT TRUSTEES
Richard E. Erickson, Trustee
(1951)

• Three Year Term

• Since Fund Inception

Physician; Officer, Wheaton Orthopedics; Limited Partner, Gundersen Real Estate Limited Partnership (June 1992 to December 2016); Member, Sportsmed LLC (April 2007 to November 2015) 179 None
Thomas R. Kadlec, Trustee
(1957)

• Three Year Term

• Since Fund Inception

President, ADM Investor Services, Inc. (Futures Commission Merchant) 179 Director of ADM Investor Services, Inc., ADM Investor Services International, Futures Industry Association, and National Futures Association
Robert F. Keith, Trustee
(1956)

• Three Year Term

• Since June 2006

President, Hibs Enterprises (Financial and Management Consulting) 179 Director of Trust Company of Illinois
Niel B. Nielson, Trustee
(1954)

• Three Year Term

• Since Fund Inception

Senior Advisor (August 2018 to Present), Managing Director and Chief Operating Officer (January 2015 to August 2018), Pelita Harapan Educational Foundation (Educational Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Servant Interactive LLC (Educational Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Dew Learning LLC (Educational Products and Services) 179 None
INTERESTED TRUSTEE
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) 179 None
    
(1) Currently, Thomas R. Kadlec and Richard E. Erickson, as Class I Trustees, are serving as trustees until the Fund’s 2020 annual meeting of shareholders. Niel B. Nielson, as Class II Trustee, is serving as a trustee until the Fund’s 2021 annual meeting of shareholders. James A. Bowen and Robert F. Keith, as Class III Trustees, are serving as trustees until the Fund’s 2022 annual meeting of shareholders.
(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.
Page 32
Board of Trustees and Officers (Continued)
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020 (Unaudited)
Name and Year of Birth Position and Offices with Fund Term of Office and Length of Service Principal Occupations
During Past 5 Years
OFFICERS(3)
James M. Dykas
(1966) 		President and Chief Executive Officer • Indefinite Term
 
• Since January 2016 		Managing Director and Chief Financial Officer (January 2016 to Present), Controller (January 2011 to January 2016), Senior Vice President (April 2007 to January 2016), First Trust Advisors L.P. and First Trust Portfolios L.P.; Chief Financial Officer (January 2016 to Present), BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor)
Donald P. Swade
(1972) 		Treasurer, Chief Financial Officer and Chief Accounting Officer • Indefinite Term
 
• Since January 2016 		Senior Vice President (July 2016 to Present), Vice President (April 2012 to July 2016), First Trust Advisors L.P. and First Trust Portfolios L.P.
W. Scott Jardine
(1960) 		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) 		Vice President • Indefinite Term
 
• Since September 2005 		Managing Director, First Trust Advisors L.P. and First Trust Portfolios L.P.
Kristi A. Maher
(1966) 		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.
(3) The term “officer” means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function.
Page 33
Privacy Policy
First Trust Senior Floating Rate Income Fund II (FCT)
May 31, 2020 (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.
Sources of Information
We collect nonpublic personal information about you from the following sources:
• Information we receive from you and your broker-dealer, investment advisor 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.
Information Collected
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.
Use of Website Analytics
We currently use third party analytics tools, Google Analytics and AddThis, 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 and AddThis.
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).
March 2019
Page 34
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INVESTMENT ADVISOR
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
TRANSFER AGENT
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
ADMINISTRATOR,
FUND ACCOUNTANT, AND
CUSTODIAN
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
111 S. Wacker Drive
Chicago, IL 60606
LEGAL COUNSEL
Chapman and Cutler LLP
111 W. Monroe Street
Chicago, IL 60603

 

 

 

Item 2. Code of Ethics.

(a)The 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 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.

 

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 each of the last two fiscal years 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 $57,000 for 2019 and $57,000 for 2020.

 

(b) AUDIT-RELATED FEES (REGISTRANT) -- The aggregate fees billed in each of the last two fiscal years, 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 2019 and $0 for 2020.

 

AUDIT-RELATED FEES (INVESTMENT ADVISER) -- The aggregate fees billed in each of the last two fiscal years of the registrant 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 2019 and $0 for 2020.

 

(c) TAX FEES (REGISTRANT) -- The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning to the registrant were $5,200 for 2019 and $5,280 for 2020. These fees were for tax consultation and tax preparation.

 

TAX FEES (INVESTMENT ADVISER) -- The aggregate fees billed in each of the last two fiscal years of the registrant for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning to the registrant’s adviser were $0 for 2019 and $0 for 2020.

 

(d) ALL OTHER FEES (REGISTRANT) -- The aggregate fees billed in each of the last two fiscal years 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 were $0 for 2019 and $0 for 2020.

 

ALL OTHER FEES (INVESTMENT ADVISER) -- The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the Registrant’s investment adviser, other than services reported in paragraphs (a) through (c) of this Item were $0 for 2019 and $0 for 2020.

 

(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 adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any entity controlling, controlled by or under common control with the investment adviser 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 adviser (other than any sub-adviser whose role is primarily portfolio management and is sub-contracted with or overseen by another investment adviser) and any entity controlling, controlled by or under common control with the investment adviser 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 adviser 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:

(b) 0%

(c) 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 adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the fiscal year ended May 31, 2019 were $5,200 for the Registrant and $19,800 for the Registrant’s investment adviser and for the fiscal year ended May 31, 2020 were $5,280 for the Registrant and $60,670 for the Registrant’s investment adviser.
(h)The Registrant’s audit committee of its Board of Trustees determined that the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser 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.

Item 5. Audit Committee of Listed registrants.

(a)The registrant has a separately designated standing audit committee consisting of all the independent trustees of the registrant. The members of the audit committee are: Thomas R. Kadlec, Niel B. Nielson, Richard E. Erickson and Robert F. Keith.

 

Item 6. Investments.

(a)Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
(b)Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Proxy Voting Policies are attached herewith.

 

Item 8. 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, 2020

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 and Orlando Purpura assist 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, a designated trader and operations personnel. Senior Credit Analysts are assigned industries and Associate Credit Analysts support the Senior Credit Analysts. All credit analysts, operations personnel and portfolio managers report to Mr. Housey.

William Housey, CFA

Managing Director of Fixed Income, Senior Portfolio Manager

Mr. Housey joined First Trust in June 2010 as the Senior Portfolio Manager for the Leveraged Finance

Investment Team and has 23 years of investment experience. Mr. Housey is a Senior Vice President of First Trust. Prior to joining First Trust, Mr. Housey was at Morgan Stanley/Van Kampen Funds, Inc. for 11 years and served as Executive Director and Co-Portfolio Manager. Mr. Housey has extensive experience in portfolio management of both leveraged and unleveraged credit products, including bank loans, high yield bonds, credit derivatives and corporate restructurings. Mr. Housey received a BS in Finance from Eastern Illinois University and an MBA in Finance and Management and Strategy from Northwestern University’s Kellogg School of Business. He holds the FINRA Series 7, Series 52 and Series 63 licenses and the Chartered Financial Analyst designation. He is a member of the CFA Institute and the CFA Society of Chicago

 

Jeffrey Scott, CFA

Senior-Vice President, Deputy Credit Officer, Portfolio Manager

Mr. Scott, CFA, joined First Trust in June 2010 as a Portfolio Manager in the Leveraged Finance Investment Team and has 30 years of investment management industry experience and has extensive experience in credit analysis, product development and product management. Prior to joining First Trust, Mr. Scott served as an Assistant Portfolio Manager and as a Senior Credit Analyst for Morgan Stanley/Van Kampen from October 2008 to June 2010. As Assistant Portfolio Manager, Mr. Scott served on a team that managed over $4.0 billion of Senior Loan assets in three separate funds: Van Kampen Senior Loan Fund; Van Kampen Senior Income Trust; and Van Kampen Dynamic Credit Opportunities Fund. His responsibilities included assisting with portfolio construction, buy and sell decision making, and monitoring fund liquidity and leverage. Mr. Scott earned a B.S. in Finance and Economics from Elmhurst College and an M.B.A. with specialization in Analytical Finance and Econometrics and Statistics from the University of Chicago. He also holds the Chartered Financial Analyst designation and is a member of the CFA Institute and the CFA Society of Chicago.

 

Orlando Purpura,CFA

Senior Vice President, Chief Credit Officer, Portfolio Manage

 

Mr. Purpura joined First Trust in May 2013 as Chief Credit Officer of the Leveraged Finance Investment Team and has 30 years of investment industry experience. Prior to joining FTA, Mr. Purpura was at Allstate Investments LLC where he served as Portfolio Manager in the Equity Special Situations Group that invested in the public equity of companies in various stages of distress. Additionally, he also was a Portfolio Manager in the Private Placement Group where he completed corporate restructurings and workouts for troubled credits held in the investment portfolio. Prior to Allstate Investments, Mr. Purpura was a founding partner at Tall Tree Investment Management LLC, an institutional money manager that focuses on Senior Secured Bank Loans in structured finance vehicles. Before moving to Tall Tree, Mr. Purpura was a Senior Distressed Debt Analyst and Workout Specialist at Van Kampen Investments where he specialized in leading the credit oversight and trading strategy for workouts and restructurings across various industries. In the early 1990s, Mr. Purpura began his credit career at Sanwa Business Credit Corporation, a company that specialized in below investment grade non-traditional lending and leasing. Mr. Purpura received a B.S. in Finance from Elmhurst College and an M.B.A. in Finance from DePaul University. Mr. Purpura holds the Chartered Financial Analyst designation and is a member of the CFA Institute and the CFA Society of Chicago. He also holds the Chartered Market Technician designation and is a member of the Market Technicians Association, Chicago Chapter.

 

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

Information provided as of May 31, 2020

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
           
1.  William Housey, CFA Registered Investment Companies: 5 $3.664B 0 $0
  Other Pooled Investment Vehicles: 0 $0 0 $0
  Other Accounts: 0 $0 0 $0
           
2.  Jeffrey Scott, CFA Registered Investment Companies: 5 $3.664B 0 $0
  Other Pooled Investment Vehicles: 0 $0 0 $0

 

 

 Other Accounts: 0 $0 0

$0

 

* Information excludes the registrant.

 

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(“FTA”) Leveraged Finance Investment Team adheres to its trade allocation policy utilizing a pro-rata methodology to address this conflict. FTA and its affiliate, First Trust Portfolios L.P. ("FTP''), (together. “First Trust”) 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 FTA 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 FTA 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 on the FTA 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 also maintains a restricted list of all issuers for which the FTA 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 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, 2020

The compensation structure for the FTA Leveraged Finance Investment Team is based upon a fixed salary as well as a discretionary bonus determined by the management of First Trust. Salaries are determined by management and are based upon an individual’s position and overall value to the firm. 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 overall contribution to the success of the firm and the profitability of the firm; however, assets under management may be a factor in determining bonus pool size for certain portfolio manager groups. Salaries and bonuses are not based on fund performance.

(a)(4)Disclosure of Securities Ownership as of May 31, 2020

Name of Portfolio Manager or

Team Member

 Dollar ($) Range of Fund Shares Beneficially
Owned

 

William Housey

 

$10,001 - $50,000

 

Jeffrey Scott

 

$10,001 - $50,000

Orlando Purpura $10,001 - $50,000

 

(b)Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. 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 Trustees, 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 11. 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 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1)Not applicable.

 

(a)(2)Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(3)Not applicable.

 

(a)(4)Not applicable.

 

(b)Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.
 
 

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)
Date:   August 7, 2020  

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)
Date:   August 7, 2020  
By (Signature and Title)*   /s/ Donald P. Swade
    Donald P. Swade, Treasurer, Chief Financial Officer
and Chief Accounting Officer
(principal financial officer)
Date:   August 7, 2020  

* Print the name and title of each signing officer under his or her signature.

 

 

 

 EX-99.CODE ETH 2 ethics.txt CODE OF ETHICS 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. -2- 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. -3- 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 -4 EX-99.CERT 3 certs_302.htm SECTION 302 CERTIFICATIONS

 

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 7, 2020   /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, Donald P. Swade, 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 7, 2020   /s/ Donald P. Swade  
        Donald P. Swade, Treasurer, Chief Financial Officer
and Chief Accounting Officer
(principal financial officer)		  

 

 

 

 EX-99.906 CERT 4 certs_906.htm SECTION 906 CERTIFICATIONS

 

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 7, 2020   /s/ James M. Dykas  
        James M. Dykas, President and Chief Executive Officer
(principal executive officer)		  

 

 

I, Donald P. Swade, 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 7, 2020   /s/ Donald P. Swade  
        Donald P. Swade, Treasurer, Chief Financial Officer
and Chief Accounting Officer
(principal financial officer)		  

 

 

 

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