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PLAN OF TERMINATION, LIQUIDATION AND DISSOLUTION
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
This PLAN OF TERMINATION, LIQUIDATION AND DISSOLUTION (the "Plan") is made
on July 21, 2010 by FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
(the "Fund"), a Massachusetts business trust and a closed-end investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act").
Whereas, pursuant to Section 8.2 of the Declaration of Trust of the Fund,
dated August 8, 2003, as amended (the "Declaration"), the Fund may be terminated
at any time by the Trustees by written notice to the Shareholders of the Fund;
Whereas, the Board of Trustees (the "Board") of the Fund, after substantial
discussion and deliberation, has unanimously determined that it is in the best
interests of the Fund and the Shareholders of the Fund to terminate, liquidate
and dissolve the Fund;
Whereas, this Plan is intended to accomplish the complete termination,
liquidation and dissolution of the Fund in accordance with the laws of the
Commonwealth of Massachusetts, the Declaration and the By-Laws of the Fund as
amended and restated on June 16, 2010 (the "By-Laws"); and
Whereas, the Board has considered and approved this Plan as the method of
terminating, liquidating and dissolving the Fund; and
Whereas, any capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Declaration;
Now Therefore, the termination, liquidation and dissolution of the Fund
shall be carried out in the manner hereinafter set forth:
1. Effective Date of Plan.
The Plan and the termination, liquidation and dissolution of the Fund as
contemplated herein, having been duly approved and adopted by the Board pursuant
to Section 8.2 of the Declaration, shall become effective upon the sending of
written notice to the Shareholders (the date upon which such notice is sent
being referred to herein as the "Effective Date"). The Fund shall cause such
written notice to the Shareholders to be sent to the Shareholders as soon as
practicable.
2. Cessation of Business.
At the close of business on the Effective Date, the Fund shall cease its
business as an investment company and shall thereafter carry on no business
except for the purpose of winding up its affairs, liquidating its assets,
paying, discharging or making reasonable provision for the payment of all of the
Fund's liabilities, whether accrued, contingent, expected or otherwise, as
provided in Section 4 hereof, distributing its remaining assets in complete
distribution of the Trust Property to or for the benefit of the Shareholders,
and doing all other acts required to liquidate and wind up its business and
affairs, and will dissolve, all in accordance with this Plan and with the
Declaration.
3. Notice; Fixing of Interests and Closing of Shareholder Register
Books.
The Fund shall provide the requisite notice or notices to the New York
Stock Exchange ("NYSE-Amex") of its termination and liquidation and the date of
the First Distribution (as defined below) on a timely basis, and shall provide
any other de-listing application as required by the NYSE-Amex in order to cease
the trading of the Fund's shares on the NYSE-Amex (the date provided in such
notice as the date the shares of the Fund shall cease trading on the NYSE-Amex
being referred to herein as the "Notice Date"). The proportionate interests of
Shareholders of record (the "Record Holders") in the assets of the Fund shall be
fixed on the basis of their respective holdings at the close of business on the
Notice Date, subject to regular way settlement procedures. As of the Notice
Date, the stock transfer books of the Fund shall be closed and all stock
certificates held by Shareholders will be deemed to be cancelled. Thereafter,
the Shareholders' respective interests in the Fund's assets shall not be
transferable by the negotiation of share certificates and the Fund's shares will
cease to be traded on the NYSE-Amex.
4. Liquidation of Assets and Payments of Debts.
As soon as is reasonable and practicable after the Effective Date, all
portfolio securities of the Fund shall be converted to cash or cash equivalents.
As soon as practicable after the Effective Date, the Fund shall determine and
pay or discharge, or make reasonable provision to pay or discharge in full, all
known or reasonably ascertainable unpaid liabilities or obligations of the Fund
incurred or expected to be incurred, prior to the date of the First Distribution
(as defined below) provided for in Section 5 below. If the Fund is unable to
pay or discharge any liabilities of the Fund prior to the date of the First
Distribution, the Fund shall retain cash or cash equivalents in an amount that
it estimates is necessary to pay or discharge such unpaid liabilities of the
Fund on the Fund's books on the date of the First Distribution and other
liabilities as described in Section 5 below.
5. Liquidating Distributions.
The Fund's Trust Property is expected to be distributed by one or more cash
payments in complete cancellation of all of the outstanding shares of the Fund.
The first distribution of the Fund's Trust Property (the "First Distribution")
is expected to consist of cash representing a substantial portion of the assets
of the Fund, less an estimated amount necessary to pay or discharge any (a)
unpaid liabilities and obligations of the Fund on the Fund's books on the date
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of the First Distribution, (b) liabilities as the Fund's officers or Board shall
reasonably deem to exist against the assets of the Fund as of the date of the
First Distribution, and (c) a reserve for contingent liabilities as the Fund's
officers or Board may reasonably deem appropriate. Any subsequent distribution
(each, a "Distribution" and, together with the First Distribution, the
"Liquidating Distributions") will consist of cash from any assets remaining
after accrual of expenses, the proceeds of any sale of assets of the Fund under
the Plan not sold prior to the earlier Distributions and any other miscellaneous
assets or income of the Fund. The Board or the Fund's officers will set the
Notice Date, the payment date for the First Distribution and each subsequent
Distribution to Record Holders and provide notice thereof pursuant to Section 3
above. Cash or other assets held as provided herein for the payment of
contingent or unascertained liabilities in accordance with this Plan in excess
of the amounts ultimately required for the payment and discharge of the Fund's
liabilities and obligations shall be distributed to the Record Holders at the
time and under the conditions established with respect to such reserves or other
arrangements hereunder providing for the payment thereof as determined by the
Fund's officers or Trustees. Each Record Holder of the Fund will receive
Liquidating Distributions based upon the net assets of the Fund. Record Holders
not holding stock certificates of the Fund will receive such Liquidating
Distributions automatically. As Fund officers may reasonably deem appropriate,
Record Holders who hold stock certificates of the Fund may or may not be
required to return such stock certificates to receive Liquidating Distributions.
Thereafter, the stock certificates held by Shareholders shall have no value.
All Shareholders will receive information concerning the sources of the
Liquidating Distributions. Upon mailing of the final Liquidating Distribution
(the date of such mailing, the "Final Liquidation Date"), which date shall not
be more than one year after the First Distribution, (y) any Remaining Assets or
other assets of the Fund shall be contributed to the Liquidating Trust referred
to in Section 8 below, and (z) all of the Trust Property shall have been
distributed as required under Section 8.2 of the Declaration.
6. Satisfaction of Tax Distribution Requirements.
At or immediately prior to the mailing of the First Distribution, the Fund
shall, if necessary, have declared and paid a dividend or dividends which,
together with all previous such dividends, shall have the effect of distributing
to the Record Holders all of the Fund's investment company taxable income for
taxable years or portions thereof ending at or prior to the date of the First
Distribution (computed without regard to any deduction for dividends paid) and
all of the net capital gain, if any, realized in taxable years or portions
thereof ending at or prior to the date of the First Distribution (after
reduction for any capital loss carry-forward) and any additional amounts
necessary to avoid any excise tax for such periods.
At or immediately prior to the Final Liquidation Date, the Fund shall, if
necessary, have declared and paid a dividend or dividends which, together with
all previous such dividends, shall have the effect of distributing to the Record
Holders all of the Fund's investment company taxable income for taxable years
ending at or prior to the Final Liquidation Date (computed without regard to any
deduction for dividends paid) and all of the net capital gain, if any, realized
in taxable years ending at or prior to the Final Liquidation Date (after
reduction for any capital loss carry-forward) and any additional amounts
necessary to avoid any excise tax for such periods.
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7. Expenses of the Liquidation and Dissolution of the Fund.
The Fund shall bear all of the expenses incurred by it in taking any
actions in furtherance of this Plan.
8. Filings.
As soon as practicable after the distributions of the Fund's Trust
Property, the Fund shall file a notice of liquidation and dissolution of the
Fund and any other documents as are necessary to effect the liquidation and
dissolution of the Fund in accordance with the requirements of the Declaration,
Massachusetts law, the Internal Revenue Code of 1986, as amended (the "Code"),
any applicable securities laws, and any rules and regulations of the NYSE-Amex,
the Securities and Exchange Commission (the "SEC") or any state securities
commission, including, without limitation, withdrawing any qualification to
conduct business in any state in which the Fund is so qualified, as well as the
preparation and filing of any tax returns, and a majority of the Board shall
execute and lodge among the records of the Fund an instrument in writing setting
forth the fact of the termination, liquidation and dissolution of the Fund.
9. Deregistration as an Investment Company and as a Reporting Company.
As soon as reasonably practicable after the Final Liquidation Date, the
Fund shall file applications with the SEC to de-register under the 1940 Act and
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
shall be authorized to file any amendments thereto as the officers of the Fund
deem necessary to effect such de-registration.
10. Dissolution and other Filings.
As soon as reasonably practicable after the SEC has issued an order
granting de-registration of the Fund, the Fund shall be terminated under
Massachusetts law.
11. Power of Trustees.
The Board, and, subject to the direction of the Board, the officers of the
Fund, shall have authority to do or authorize any or all acts and things as they
may consider necessary or desirable to carry out the purposes of this Plan,
including, without limitation, the execution and filing of all certificates,
documents, instruments, information returns, tax returns, forms and other papers
which may be necessary or appropriate to implement the Plan or which may be
required by the provisions of Massachusetts law, the 1940 Act, the Securities
Act of 1933, as amended, the Exchange Act, the Code, the NYSE-Amex, or other
applicable laws. The death, resignation or disability of any Trustee or officer
of the Fund shall not impair the authority of the surviving or remaining
Trustees or officers to exercise any of the powers provided for in this Plan.
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12. Amendment or Abandonment.
The Board shall have the authority to authorize such variations from, or
amendments of, the provisions of this Plan (other than the terms governing
Liquidating Distributions as contained in Section 5 above) solely as may be
necessary or appropriate to give effect to the liquidation and dissolution of
the Fund and the distribution of the Trust Property to Shareholders in
accordance with the purposes to be accomplished by this Plan.
13. Further Assurances.
The Fund, its Trustees and officers shall take such further action, prior
to, at, and after the Final Liquidation Date, as may be necessary or desirable
and proper to consummate the transactions contemplated by this Plan.
14. Governing Law.
This Plan shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts.
15. Limitations on Liability.
Notice is hereby given of the Fund's Declaration of Trust and all
amendments thereto, a copy of each of which is on file with the Secretary of the
Commonwealth of Massachusetts, and the limitations of Shareholder and Trustee
liability contained therein. The obligations imposed upon the Fund by this Plan
are not binding upon any of the Fund's Trustees, officers or Shareholders
individually, but are binding only upon the Fund's assets and property, and
persons dealing with the Fund must look solely to the assets and property of the
Fund for the enforcement of any claims.
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