Offer by
First Trust/Four Corners Senior Floating Rate Income Fund
(the "Fund")
to Purchase for Cash
Up to 100% of Its
Outstanding MMP Shares (as defined below)
June 16, 2009
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated June
16, 2009 and a related Letter of Transmittal (which together constitute the
"Offer") in connection with an offer by First Trust/Four Corners Senior Floating
Rate Income Fund, a Massachusetts business trust, to purchase for cash up to
100% of its outstanding Money Market Cumulative Preferred Shares, par value
$0.01 per share ("MMP Shares"), with a liquidation preference of $25,000 per
share, upon the terms and subject to the conditions set forth in the Offer. The
price to be paid for the Fund's MMP Shares is an amount per share, net to the
seller in cash, equal to 95% of the liquidation preference of $25,000 per share
(or $23,750 per share) plus all unpaid dividends accrued to July 14, 2009 (the
"Expiration Date").
We are the registered holder of record of MMP Shares held for your
account. A tender of such MMP Shares can be made only by us as the registered
holder of record and only pursuant to your instructions. The Offer to Purchase
is being furnished to you for your information only and cannot be used by you to
tender MMP Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all
of the MMP Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The purchase price to be paid for the Fund's MMP Shares
is an amount per share net to the seller in cash, equal to 95% of the
liquidation preference of $25,000 per share (or $23,750 per share),
plus any unpaid dividends accrued through the Expiration Date.
2. The Fund's Offer and withdrawal rights expire at 5:00
P.M., Eastern time, on Tuesday, July 14, 2009, unless the Offer is
extended.
3. The Fund intends to borrow funds under an existing credit
facility to pay the purchase price for MMP Shares tendered.
4. Upon the terms and subject to the conditions of the
Fund's Offer, the Fund will purchase all MMP Shares validly tendered
(and not withdrawn) on or prior to the Expiration Date.
5. Any stock or share transfer taxes applicable to the sale
of MMP Shares to the Fund pursuant to the Offer will be paid by the
Fund, except as otherwise provided in the Offer to Purchase.
6. No fees or commissions will be payable to the Fund in
connection with the Offer. However, brokers and other nominees who
tender MMP Shares pursuant to your instructions may charge you a fee
for doing so.
7. Your instructions to us should be forwarded in ample time
before the Expiration Date to permit us to submit a tender on your
behalf.
If you wish to have us tender any or all of your MMP Shares, please so
instruct us by completing, executing, detaching and returning to us the
instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your MMP Shares of
the Fund, all such MMP Shares will be tendered unless otherwise specified on the
detachable part hereof. Your instructions to us should be forwarded as promptly
as possible in order to permit us to submit a tender on your behalf in
accordance with the terms and conditions of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of MMP Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Neither the Fund nor the Board of Trustees ("Board") is making any
recommendation to any holder of MMP Shares whether to tender or refrain from
tendering MMP Shares in the Offer. Each holder of MMP Shares is urged to read
and evaluate the Offer and accompanying materials carefully. No person has been
authorized to give any information or to make any representations in connection
with the Offer other than the materials enclosed herewith and the statements
specifically set forth in such materials, and, if given or made, such
information or representations may not be relied upon as having been authorized
by the Fund or the Board.
Payment for MMP Shares purchased pursuant to the Offer will in all
cases be made only after timely receipt by Deutsche Bank Trust Company Americas
(the "Depositary") of (a) timely confirmation of the book-entry transfer of such
MMP Shares into the account maintained by the Depositary at The Depository Trust
Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set
forth in Section 4 of the Offer to Purchase, (b) the Letter of Transmittal,
properly completed and duly executed, with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase), in connection with a
book-entry delivery, and (c) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering holders of
MMP Shares at the same time depending upon when confirmations of book-entry
transfer of such MMP Shares into the Depositary's account at the Book-Entry
Transfer Facility are actually received by the Depositary.
-2-
Instructions with Respect to Offer by
First Trust/Four Corners Senior Floating Rate Income Fund
(the "Fund")
to Purchase for Cash
Up to 100% of Its
Outstanding MMP Shares (as defined below)
The undersigned acknowledge(s) receipt of the enclosed letter and the
Offer to Purchase dated June 16, 2009, and a related Letter of Transmittal, in
connection with the offer by First Trust/Four Corners Senior Floating Rate
Income Fund, a Massachusetts business trust, to purchase for cash up to 100% of
its outstanding Money Market Cumulative Preferred Shares, par value $0.01 per
share ("MMP Shares"), with a liquidation preference of $25,000 per share.
This will instruct you to tender the number of the MMP Shares as
indicated below (or if no number is indicated below, all the MMP Shares) held by
you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Number of MMP Shares to be Tendered: SIGN HERE
_________ MMP Shares* ____________________________________
Dated ________________, 2009 ____________________________________
Signature(s)
____________________________________
Please type or print name(s)
____________________________________
Please type or print address
____________________________________
Area Code and Telephone Number
____________________________________
Taxpayer Identification or
Social Security Number
Please Return this Form to the Brokerage
Firm Maintaining Your Account
The method of delivery of this form is at the option and risk of the
tendering holder of MMP Shares. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery.
______________________
* Unless otherwise indicated, it will be assumed that all MMP Shares held
by us for your account are to be tendered.