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First Trust Senior Floating Rate Income Fund II

June 19, 2020

June 17, 2020

Jonathan Koff, Esq.
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603-4080

Re: First Trust Senior Floating Rate Income Fund II

Omission of Shareholder Proposal Submitted by Saba Capital Management, L.P., on behalf of Saba Capital Master Fund, Ltd., Pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended

Dear Mr. Koff:

In a letter dated May 15, 2020, on behalf of First Trust Senior Floating Rate Income Fund II (the “Fund”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Saba Capital Management, L.P. (“Saba Capital”), on behalf of Saba Capital Master Fund, Ltd. (the “Proponent”), is excluded from the proxy materials for the Fund’s 2020 Annual Meeting (the “Proxy Materials”). We have also received supplemental correspondence from you dated June 10, 2020, and correspondence from Adam Finerman of Olshan Frome Wolosky LLP dated June 2, 2020, on behalf of Saba Capital. The Proposal provides:

RESOLVED, that the shareholders of First Trust Senior Floating Rate Income Fund II (the “Fund”) request that the Board of Trustees of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that trustees are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees.

The Fund argues that the Proposal may be excluded from the Proxy Materials, as permitted by Rule 14a-8(b)(1) under the Securities Exchange Act of 1934, as amended, because the Proponent does not hold securities entitled to be voted on the Proposal. You represent that the Proponent holds securities that are entitled to vote only on certain matters, which do not include the subject of the Proposal. Rule 14a-8(b)(1) requires that in order to be eligible to have a proposal included in a company’s proxy materials, a shareholder must hold “securities entitled to be voted on the proposal.”

Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(b)(1). Accordingly, we will not recommend action to the Commission if the Fund excludes the Proposal from its Proxy Materials in reliance on Rule 14a-8(b)(1). In reaching this position, we have not found it necessary to address the alternative bases for omission of the Proposal upon which the Fund relies.

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-6907.

Sincerely,
/s/ Yoon Choo
Attorney-Adviser

cc: W. Scott Jardine
Michael D’Angelo
Adam Finerman

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