As filed with the Securities and Exchange Commission on March 15, 2006.
===============================================================================
1933 Act File No. 333-116023
1940 Act File No. 811-21586
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
FIRST TRUST VALUE LINE(R) 100 FUND
ENERGY INCOME AND GROWTH FUND
FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST/FIDAC MORTGAGE INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
March 15, 2006
Dear Shareholder:
The accompanying materials relate to the Joint Annual Meetings of
Shareholders (each a "Meeting" and collectively, the "Meetings") of First Trust
Value Line(R) 100 Fund, Energy Income and Growth Fund, First Trust/Fiduciary
Asset Management Covered Call Fund, First Trust/Aberdeen Global Opportunity
Income Fund, First Trust/FIDAC Mortgage Income Fund and First Trust Strategic
High Income Fund (each a "Fund" and collectively, the "Funds"). The Meetings
will be held at the offices of First Trust Advisors L.P., 1001 Warrenville Road,
Suite 300, Lisle, Illinois 60532 on April 17, 2006 at 4:00 p.m. Central time.
At the Meeting, you will be asked to vote on a proposal to elect
Trustees of your Fund and to transact such other business as may properly come
before the Meeting and any adjournments thereof. Shareholders of First Trust
Strategic High Income Fund will also be asked to vote on a proposal to approve a
new sub-advisory agreement. The proposals are described in the accompanying
Notice of Joint Annual Meetings of Shareholders and Joint Proxy Statement.
YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT. If you cannot
attend the Meeting, you may participate by proxy. As a shareholder, you cast one
vote for each share of a Fund that you own and a proportionate fractional vote
for any fraction of a share that you own. Please take a few moments to read the
enclosed materials and then cast your vote on the enclosed proxy card.
Voting takes only a few minutes. Each shareholder's vote is important.
Your prompt response will be much appreciated.
After you have voted on the proposal(s), please be sure to sign your
proxy card and return it in the enclosed postage-paid envelope.
We appreciate your participation in this important Meeting. Thank you.
Sincerely,
James A. Bowen
Chairman of the Board
-------------------------------------------------------------------------------
IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL TO
APPROVE A NEW SUB-ADVISORY AGREEMENT FOR FIRST TRUST STRATEGIC HIGH INCOME FUND
OR HOW TO VOTE YOUR SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00
P.M. EASTERN STANDARD TIME.
-------------------------------------------------------------------------------
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the
proxy should be indicated unless it is reflected in the form of registration.
For example:
REGISTRATION VALID SIGNATURE
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr., UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
FIRST TRUST VALUE LINE(R) 100 FUND
ENERGY INCOME AND GROWTH FUND
FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST/FIDAC MORTGAGE INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
To be held on April 17, 2006
March 15, 2006
To the Shareholders of the above Funds:
Notice is hereby given that the Joint Annual Meetings of Shareholders
(each a "Meeting" and collectively, the "Meetings") of First Trust Value Line(R)
100 Fund, Energy Income and Growth Fund, First Trust/Fiduciary Asset Management
Covered Call Fund, First Trust/Aberdeen Global Opportunity Income Fund, First
Trust/FIDAC Mortgage Income Fund and First Trust Strategic High Income Fund
(each a "Fund" and collectively, the "Funds"), each a Massachusetts business
trust, will be held at the offices of First Trust Advisors L.P., 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532 on April 17, 2006, at 4:00
p.m. Central time, for the following purposes:
1. The election of Trustees of each Fund.
2. First Trust Strategic High Income Fund only. To approve a
new sub-advisory agreement among First Trust Strategic High Income
Fund, First Trust Advisors L.P. and Valhalla Capital Partners, LLC.
3. To transact such other business as may properly come
before the Meetings or any adjournment thereof.
The Board of Trustees has fixed the close of business on February 13,
2006 as the record date for the determination of shareholders entitled to notice
of and to vote at the Meetings.
By order of the Board of Trustees,
W. Scott Jardine Secretary
-------------------------------------------------------------------------------
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO PROMPTLY
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE WHICH
DOES NOT REQUIRE POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING PROPOSAL #2
OR HOW TO VOTE YOUR SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00
P.M. EASTERN STANDARD TIME.
-------------------------------------------------------------------------------
FIRST TRUST VALUE LINE(R) 100 FUND
ENERGY INCOME AND GROWTH FUND
FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST/FIDAC MORTGAGE INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND
JOINT ANNUAL MEETINGS OF SHAREHOLDERS
April 17, 2006
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
JOINT PROXY STATEMENT
MARCH 15, 2006
This Joint Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Trustees of First Trust Value Line(R)
100 Fund, Energy Income and Growth Fund, First Trust/Fiduciary Asset Management
Covered Call Fund, First Trust/Aberdeen Global Opportunity Income Fund, First
Trust/FIDAC Mortgage Income Fund and First Trust Strategic High Income Fund
(each a "Fund" and collectively, the "Funds"), each a Massachusetts business
trust, for use at the Annual Meetings of Shareholders of the Funds to be held on
April 17, 2006, at 4:00 p.m. Central time, at the offices of First Trust
Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532, and at
any adjournments thereof (each a "Meeting" and collectively, the "Meetings"). A
Notice of the Joint Annual Meetings of Shareholders and a proxy card accompany
this Joint Proxy Statement. The Board of Trustees of the Funds has determined
that the use of this Joint Proxy Statement is in the best interests of each Fund
and its shareholders in light of the same matter (proposal 1) being considered
and voted on by shareholders.
Proxy solicitations will be made, beginning on or about March 15, 2006,
primarily by mail, but such solicitations may also be made by telephone or
personal interviews conducted by (i) officers of each Fund; (ii) The Altman
Group, a proxy solicitor that will provide proxy solicitation services in
connection with proposal 2; (iii) First Trust Advisors L.P. ("First Trust
Advisors" or the "Adviser"), the investment adviser of the Funds; (iv) PFPC Inc.
("PFPC"), the administrator, accounting agent and transfer agent of the Funds
and a subsidiary of The PNC Financial Services Group Inc.; or (v) any affiliates
of those entities.
The costs incurred in connection with the preparation of this Joint
Proxy Statement and its enclosures, other than the preparation of proposal 2,
will be paid by the Funds. The Funds will also reimburse brokerage firms and
others for their expenses in forwarding solicitation material to the beneficial
owners of Fund shares. The costs associated with the preparation of proposal 2
and of the proxy solicitation activities with respect to proposal 2 are expected
to be approximately $16,000 and will be paid by Valhalla Capital Partners, LLC
("Valhalla"), the proposed new investment sub-adviser to the First Trust
Strategic High Income Fund (the "Strategic Fund").
THE FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE
UPON REQUEST, WITHOUT CHARGE, BY WRITING TO THE ADVISER AT 1001 WARRENVILLE
ROAD, SUITE 300, LISLE, ILLINOIS 60532 OR BY CALLING (800) 988-5891. THIS JOINT
PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE MAILED TO SHAREHOLDERS
ON OR ABOUT MARCH 15, 2006.
If the enclosed proxy card is properly executed and returned in time to
be voted at the Meeting, the shares represented thereby will be voted in
accordance with the instructions marked thereon. If no instructions are marked
on the enclosed proxy card, shares represented thereby will be voted in the
discretion of the persons named on the proxy card. Accordingly, unless
instructions to the contrary are marked thereon, a proxy will be voted FOR the
election of the nominees as Trustees, FOR the approval of a new sub-advisory
agreement for the Strategic Fund and FOR or AGAINST any other matters as deemed
appropriate. Any shareholder who has given a proxy has the right to revoke it at
any time prior to its exercise either by attending the Meeting and voting his or
her shares in person, or by submitting a letter of revocation or a later-dated
proxy to the Fund at the above address prior to the date of the Meeting.
Shareholders who intend to attend the Meeting will need to show valid
identification and proof of share ownership to be admitted to the Meeting.
The following table indicates which shareholders are solicited with
respect to each proposal:
PROPOSAL 2:
PROPOSAL 1: APPROVAL OF NEW
FUND ELECTION OF TRUSTEES SUB-ADVISORY AGREEMENT
First Trust Value Line(R) 100 Fund X
Energy Income and Growth Fund X
First Trust/Fiduciary Asset Management Covered Call Fund X
First Trust/Aberdeen Global Opportunity Income Fund X
First Trust/FIDAC Mortgage Income Fund X
First Trust Strategic High Income Fund X X
Under the By-Laws of the Funds, a quorum is constituted by the presence
in person or by proxy of the holders of thirty-three and one-third percent
(33-1/3%) of the voting power of the outstanding shares of the Fund. In the
absence of a quorum, any lesser number of outstanding shares entitled to vote
present in person or by proxy may adjourn the meeting from time to time until a
quorum shall be present. For the purposes of establishing whether a quorum is
present, all shares present and entitled to vote, including abstentions and
broker non-votes (i.e., shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or the persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter), shall be counted.
For each Fund, the affirmative vote of a plurality of the shares
present and entitled to vote at the Meeting will be required to elect the
Trustees of that Fund. For the Strategic Fund, the vote of a majority of the
outstanding voting securities of the Fund will be required for the approval of
the new sub-advisory agreement. The "vote of a majority of the outstanding
voting securities" is defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), as the vote of the lesser of (i) 67% or more of the shares of
-2-
the Fund present at the Meeting if the holders of more than 50% of such
outstanding shares are present in person or represented by proxy; or (ii) more
than 50% of such outstanding shares of the Fund.
For purposes of determining the approval of the proposal to elect
nominees for each Fund, abstentions and broker non-votes will have no effect.
For purposes of determining the approval of the new sub-advisory agreement for
the Strategic Fund, abstentions and broker non-votes will have the effect of a
vote against the proposal.
The close of business on February 13, 2006 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Meetings and all adjournments thereof.
Each Fund has one class of shares of beneficial interest, par value
$0.01 per share, known as Common Shares. On the Record Date, each Fund had the
following number of shares (the "Shares") outstanding:
COMMON SHARES
FUND OUTSTANDING
First Trust Value Line(R) 100 Fund 17,490,000
Energy Income and Growth Fund 6,446,996
First Trust/Fiduciary Asset Management Covered Call Fund 19,973,164
First Trust/Aberdeen Global Opportunity Income Fund 17,365,236
First Trust/FIDAC Mortgage Income Fund 4,045,236
First Trust Strategic High Income Fund 8,805,236
Common Shares of First Trust Value Line(R) 100 Fund and Energy Income
and Growth Fund are listed on the American Stock Exchange under the ticker
symbols FVL and FEN, respectively. Common Shares of First Trust/Fiduciary Asset
Management Covered Call Fund, First Trust/Aberdeen Global Opportunity Income
Fund, First Trust/FIDAC Mortgage Income Fund and the Strategic Fund are listed
on the New York Stock Exchange under the ticker symbols FFA, FAM, FMY and FHI,
respectively.
Shareholders of record on the Record Date are entitled to one vote for
each Share the shareholder owns and a proportionate fractional vote for any
fraction of a Share the shareholder owns. To the knowledge of the Board of
Trustees, as of February 13, 2006, no single shareholder or "group" (as that
term is used in Section 13(d) of the Securities Exchange Act of 1934 (the "1934
Act")) beneficially owned more than 5% of any Fund's outstanding Shares.
Information as to beneficial ownership is based on reports filed with the
Securities and Exchange Commission ("SEC") by such holders.
In order that your Shares may be represented at the Meeting, you are
requested to:
o indicate your instructions on the proxy card;
o date and sign the proxy card;
o mail the proxy card promptly in the enclosed envelope which requires
no postage if mailed in the continental United States; and
o allow sufficient time for the proxy to be received (BY 4:00 P.M., ON
APRIL 17, 2006).
-3-
PROPOSAL 1: ELECTION OF TRUSTEES
Proposal 1 relates to the election of Trustees of each Fund. Management
proposes the election of four Trustees: James A. Bowen, Richard E. Erickson,
Thomas R. Kadlec and Niel B. Nielson. Each Trustee has indicated his willingness
to continue to serve if elected. If elected, each nominee will hold office until
the next annual meetings of shareholders or until his successor is elected and
qualified, or until he resigns, retires or is otherwise removed. Each of the
nominees was elected to each Fund's Board by the Fund's initial shareholder on
the Fund's respective organizational date. In addition, each of the nominees was
elected to the Board of the First Trust Value Line(R) 100 Fund, Energy Income
and Growth Fund, First Trust/Fiduciary Asset Management Covered Call Fund and
First Trust/Aberdeen Global Opportunity Income Fund to serve a one-year term by
the Shareholders at the last Joint Annual Meetings of Shareholders of these
Funds held on April 18, 2005.
Required Vote: The Trustees, including those who are not "interested
persons" of the Funds ("Independent Trustees") as that term is defined in the
1940 Act, shall be elected by the affirmative vote of the holders of a plurality
of the Shares of each Fund cast in person or by proxy and entitled to vote
thereon, provided a quorum is present. Abstentions and broker "non-votes" will
have no effect on the approval of the proposal. Proxies cannot be voted for a
greater number of persons than the number of nominees named.
Unless you give contrary instructions on the enclosed proxy card, your
Shares will be voted FOR the election of the nominees listed if your proxy card
has been properly executed and timely received by the Fund. If any of the
nominees should withdraw or otherwise become unavailable for election, your
Shares will be voted FOR such other nominee or nominees as management may
recommend.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL 1.
-4-
PROPOSAL 2: APPROVAL OF SUB-ADVISORY AGREEMENT
FIRST TRUST STRATEGIC HIGH INCOME FUND
BACKGROUND
First Trust Advisors and the Strategic Fund have entered into an
investment sub-advisory agreement dated July 26, 2005 with Hilliard Lyons Asset
Management, a division of J. J. B. Hilliard, W. L. Lyons, Inc. ("HL"), pursuant
to which HL agreed to serve as sub-advisor to the Strategic Fund (the "Original
Sub-Advisory Agreement"). The Original Sub-Advisory Agreement was approved by
the initial shareholder of the Strategic Fund on July 26, 2005. On December 2,
2005, HL agreed to transfer certain assets and liabilities to Valhalla,
including HL's rights with respect to the Original Sub-Advisory Agreement, in
return for certain consideration, subject to Valhalla being named sub-adviser to
the Fund (the "Transaction"). (Valhalla and HL are each referred herein to as a
"Sub-Adviser" and collectively as the "Sub-Advisers.") In connection with the
Transaction, HL will receive approximately $405,000 as compensation from
Valhalla. The Transaction is expected to occur on or about April 28, 2006.
Valhalla is a Kentucky limited liability company, organized on November
21, 2005, that is managed by Kenneth L. Mathis, Justin L. Ventura and Raymond P.
Mecherle, III. As of March 13, 2006, Messrs. Mathis, Ventura and Mecherle owned
26.67%, 26.67% and 26.67% of Valhalla, respectively, and First Trust Portfolios
L.P., an affiliate of First Trust Advisors, owned 20% of Valhalla. Messrs.
Mathis, Ventura and Mecherle are currently employees of both Valhalla and HL and
are responsible for the management of the investment portfolio of the Strategic
Fund. Other than James A. Bowen, who is President, Chairman of the Board and
Trustee of the Funds and a limited partner of Grace Partners of DuPage, L.P.,
the limited partner of First Trust Portfolios L.P., no officer or trustee of the
Strategic Fund is an officer, employee, general partner or shareholder of
Valhalla or has any other material direct or indirect interest in Valhalla.
The Original Sub-Advisory Agreement, as required by Section 15 of the
1940 Act, provides for its automatic termination upon its "assignment," as that
term is defined in the 1940 Act. Under the 1940 Act, the consummation of the
Transaction will result in the assignment of the Original Sub-Advisory Agreement
and therefore in its automatic termination. As a result, the Original
Sub-Advisory Agreement will automatically terminate as of the date of the
Transaction.
In anticipation of the closing of the Transaction, the Board of the
Strategic Fund met in person on January 23, 2006 for purposes of considering
whether it would be in the best interests of the Strategic Fund to approve a new
sub-advisory agreement among the Strategic Fund, First Trust Advisors and
Valhalla (the "New Sub-Advisory Agreement"). At the January 23, 2006 Board
meeting, and for the reasons discussed below (see "Board Considerations in
Approving the New Sub-Advisory Agreement"), the Board of the Strategic Fund,
including a majority of the Board members who are not "interested persons" of
the Strategic Fund, First Trust Advisors or Valhalla ("Independent Trustees"),
unanimously determined that the New Sub-Advisory Agreement was in the best
interests of the Strategic Fund and approved the Strategic Fund entering into
the New Sub-Advisory Agreement, subject to approval by shareholders. The 1940
-5-
Act requires that the New Sub-Advisory Agreement be approved by the Strategic
Fund's shareholders in order for it to become effective. If approved by
shareholders, the New Sub-Advisory Agreement is expected to become effective
shortly after such approval and the Original Sub-Advisory Agreement will
terminate. In the event shareholders of the Strategic Fund do not approve the
New Sub-Advisory Agreement, the Board will take such action as it deems to be in
the best interests of the Strategic Fund. The form of the New Sub-Advisory
Agreement is attached hereto as Exhibit B.
INFORMATION ABOUT THE PROPOSED SUB-ADVISER
Valhalla is a newly-organized registered investment adviser that
specializes in the management of fixed-income assets. Employees of Valhalla
currently provide investment advice with respect to the management by HL of
fixed-income assets. As of December 31, 2005, HL had $848 million in
fixed-income assets under management, including the Strategic Fund. As of the
termination of the Original Sub-Advisory Agreement, employees of Valhalla will
no longer advise assets for HL. The principal occupation of the principal
officers and directors of Valhalla is shown in Exhibit C.
COMPARISON OF THE SUB-ADVISORY AGREEMENTS
The terms of the New Sub-Advisory Agreement, including fees payable to
Valhalla by First Trust Advisors thereunder, are substantially identical to
those of the Original Sub-Advisory Agreement, except for the date of
effectiveness, the substitution of Valhalla for HL and the change of proxy
voting responsibilities from the Sub-Adviser to First Trust Advisors. There is
no change in the fee rate payable by First Trust Advisors to Valhalla. If
approved by shareholders of the Strategic Fund, the New Sub-Advisory Agreement
for the Strategic Fund will expire on July 26, 2007 unless continued. The New
Sub-Advisory Agreement will continue in effect from year to year thereafter if
such continuance is approved for the Strategic Fund at least annually in the
manner required by the 1940 Act. Below is a comparison of certain terms of the
Original Sub-Advisory Agreement to the terms of the New Sub-Advisory Agreement.
Advisory Services. The advisory services to be provided by Valhalla to
the Strategic Fund under the New Sub-Advisory Agreement will be identical to
those advisory services currently provided by HL to the Strategic Fund under the
Original Sub-Advisory Agreement. Both the Original Sub-Advisory Agreement and
New Sub-Advisory Agreement provide that the Sub-Adviser will act as sub-adviser
for and manage on a discretionary basis the investment and reinvestment of the
assets of the Strategic Fund, and furnish an investment program in respect of,
make investment decisions for, and place all orders for the purchase and sale of
securities for the Strategic Fund's investment portfolio, all on behalf of the
Strategic Fund and subject to supervision of the Strategic Fund's Board and
First Trust Advisors. In performing its duties under both the Original
Sub-Advisory Agreement and the New Sub-Advisory Agreement, the Sub-Adviser will
satisfy any applicable fiduciary duties it may have to the Strategic Fund,
monitor the Strategic Fund's investments and will comply with the provisions of
the Strategic Fund's Declaration of Trust and By-Laws and the stated investment
objectives, policies and restrictions of the Strategic Fund.
Fees. Under both the Original Sub-Advisory Agreement and New
Sub-Advisory Agreement, First Trust Advisors pays the Sub-Adviser a portfolio
management fee out of the investment management fee it receives from the
Strategic Fund. The rate of the portfolio management fee payable by First Trust
Advisors to Valhalla under the New Sub-Advisory Agreement is identical to the
rate of the fee paid under the Original Sub-Advisory Agreement to HL. The annual
-6-
rate of the portfolio management fee payable to HL under the Original
Sub-Advisory Agreement and the fees paid by First Trust Advisors to HL with
respect to the Strategic Fund during the Strategic Fund's first fiscal year were
0.40% of the Strategic Fund's managed assets and approximately $174,038,
respectively. (Note that because the sub-advisory fee is based on "managed
assets," the sub-advisory fee increases if the Strategic Fund elects to utilize
leverage.)
Proxy Voting. In the Original Sub-Advisory Agreement, HL was
responsible for voting proxies solicited by, or with respect to, the issuers of
voting securities, if any, held by the Strategic Fund and the related
recordkeeping obligations. The New Sub-Advisory Agreement provides that First
Trust Advisors or its designee will be responsible for voting proxies.
Brokerage. Both the Original Sub-Advisory Agreement and New
Sub-Advisory Agreement authorize the Sub-Adviser to select the brokers or
dealers that will execute the purchases and sales of portfolio securities for
the Fund, subject to its obligation to obtain best execution under the
circumstances, which may take account of the overall quality of brokerage and
research services provided to the Sub-Adviser.
The Strategic Fund did not pay brokerage commissions to affiliates of
HL within the last fiscal year.
Payment of Expenses. Under the Original Sub-Advisory Agreement and New
Sub-Advisory Agreement, the Sub-Adviser agrees to pay all expenses it incurs in
connection with its activities under the agreements other than the cost of
securities and other assets (including brokerage commissions, if any) purchased
for the Strategic Fund.
Limitation on Liability. The Original Sub-Advisory Agreement and New
Sub-Advisory Agreement provide that the Sub-Adviser will not be liable for, and
the Strategic Fund and First Trust Advisors will not take any action against the
Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake
of law or for any loss suffered by the Strategic Fund or First Trust Advisors
(including, without limitation, by the reason of the purchase, sale or retention
of any security) in connection with the performance of the Sub-Adviser's duties
under the agreement, except for a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of Sub-Adviser in the performance of
duties under the agreement, or by reason of its reckless disregard of its
obligations and duties under the agreement.
Continuance. The Original Sub-Advisory Agreement of the Strategic Fund
is in effect for an initial term expiring on July 26, 2007 and can be continued
thereafter for successive one-year periods if such continuance is specifically
approved at least annually in the manner required by the 1940 Act. If the
shareholders of the Strategic Fund approve the New Sub-Advisory Agreement, the
New Sub-Advisory Agreement will expire on July 26, 2007, unless continued.
Thereafter, the New Sub-Advisory Agreement may be continued for successive
one-year periods if approved at least annually in the manner required by the
1940 Act.
Termination. The Original Sub-Advisory Agreement and New Sub-Advisory
Agreement for the Strategic Fund provide that the agreement automatically
terminates in the event of an assignment and may be terminated at any time
without the payment of any penalty by First Trust Advisors or the Sub-Adviser on
sixty (60) days' written notice. The Original Sub-Advisory Agreement and New
-7-
Sub-Advisory Agreement may also be terminated by the Strategic Fund, without any
penalty, by action of the Strategic Fund's Board or by a vote of a majority of
the outstanding voting securities of the Strategic Fund, accompanied by 60 days'
written notice.
The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for
the Strategic Fund also are terminable at any time without the payment of any
penalty, by First Trust Advisors, by the Board or by vote of a majority of the
outstanding voting securities of the Strategic Fund in the event that it is
established by a court of competent jurisdiction that the Sub-Adviser or any of
its officers or directors has taken any action that results in a breach of the
representations of the Sub-Adviser set forth in the agreement.
BOARD CONSIDERATIONS IN APPROVING THE NEW SUB-ADVISORY AGREEMENT
The Board of Trustees considered and approved the New Sub-Advisory
Agreement at a meeting held on January 23, 2006 and recommends its approval to
shareholders. In reviewing the New Sub-Advisory Agreement, the Board of Trustees
received and reviewed data from First Trust Advisors and Valhalla which was
provided in response to a request from counsel to the Independent Trustees made
in advance of the meeting. The Independent Trustees discussed these responses in
a conference call prior to the meeting. At the meeting, the Trustees discussed
the materials with representatives of First Trust Advisors, Valhalla, Fund
counsel and independent counsel. The Trustees met with independent counsel to
review their duties and responsibilities in connection with their consideration
of the New Sub-Advisory Agreement. The Board concluded that the terms of the new
Sub-Advisory Agreement are fair and reasonable and that the New Sub-Advisory
Agreement is in the best interests of the Strategic Fund.
The Trustees considered the nature, extent and quality of services to
be provided by Valhalla, and noted that the portfolio managers currently
managing the Fund's portfolio would remain as the Fund's portfolio managers
after the Transaction. At the meeting, the Trustees received a presentation from
the three managing members of Valhalla, who described Valhalla's experience and
investment style. These representatives of Valhalla described the recent
formation of Valhalla, including proposed trading systems, office space and
personnel, and the compliance program that had been developed. These factors
were important to the Independent Trustees in their determinations. The Trustees
also considered the background of the other employees and officers of Valhalla,
including the resumes of its current and prospective Chief Compliance Officers.
The Independent Trustees noted that First Trust Advisors or an affiliate would
have a minority ownership interest in Valhalla and they concluded that this
investment would enable more informed oversight of Valhalla. The Trustees also
considered that Valhalla would not use any portion of Fund commissions to pay
for research. The Trustees concluded that Valhalla had the capability to provide
the necessary investment advisory services to the Fund.
The Trustees considered the fees to be paid under the New Sub-Advisory
Agreement and noted that the fees would be paid by First Trust Advisors from its
advisory fee. Valhalla provided information on fees charged to clients for which
it provides discretionary, investment supervisory services, and the Trustees
noted that those fees generally were the same as or higher than the fees to be
paid under the New Sub-Advisory Agreement. The Trustees reviewed an estimated
budget prepared by Valhalla based on the fees projected to be received for
services to be provided under the New Sub-Advisory Agreement. The Trustees
reviewed the Fund's performance information, but determined that because of the
-8-
limited operating history of the Fund the information was not determinative. The
Trustees concluded that the fees to be paid under the New Sub-Advisory Agreement
were reasonable.
The Trustees considered First Trust Advisors' representation that the
Fund's overall fee structure is not structured to pass the benefits of economies
of scale on to shareholders as assets grow, but noted that assets are not
expected to grow significantly since additional shares are issued only through
the Fund's dividend reinvestment plan. The Trustees noted that both First Trust
Advisors and Valhalla intended to continue to make investments in infrastructure
and personnel. The Board did not consider an estimated level of profit to
Valhalla under the New Sub-Advisory Agreement, although the Trustees did
consider the budget prepared by Valhalla. The Board considered that the
sub-advisory fee rate was negotiated at arm's length between First Trust
Advisors and Valhalla, and that Valhalla would be paid by First Trust Advisors.
After discussion, the Board of Trustees, including the Independent
Trustees, concluded that Valhalla had the capabilities, resources and personnel
necessary to manage the investments of the Fund. Based upon such information as
they considered necessary to the exercise of their reasonable business judgment,
the Trustees concluded unanimously that it was in the best interests of the Fund
to approve the New Sub-Advisory Agreement.
REQUIRED VOTE
The vote of a majority of the outstanding voting securities of the
Strategic Fund will be required for the approval of the New Sub-Advisory
Agreement. The "vote of a majority of the outstanding voting securities" is
defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the
shares of the Fund entitled to vote thereon present at the Meeting if the
holders of more than 50% of such outstanding shares are present in person or
represented by proxy; or (ii) more than 50% of such outstanding shares of the
Fund. For purposes of determining the approval of the New Sub-Advisory
Agreement, abstentions and broker non-votes will have the effect of a vote
against the proposal. The New Sub-Advisory Agreement will not be executed unless
the required vote is received.
THE BOARD OF TRUSTEES OF THE STRATEGIC FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE STRATEGIC FUND VOTE FOR PROPOSAL 2. IF YOU NEED ANY
ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL OR HOW TO VOTE YOUR
SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN
STANDARD TIME.
-9-
ADDITIONAL INFORMATION
MANAGEMENT OF THE FUNDS
The management of each Fund, including general supervision of the
duties performed for each Fund under the investment management agreement between
each Fund and the Adviser, is the responsibility of the Board of Trustees. There
are four Trustees of each Fund, one of whom is an "interested person" (as the
term "interested person" is defined in the 1940 Act) and three of whom are
Independent Trustees. During the past five years, no Independent Trustee has
been a trustee, director or employee of, or consultant to, the Adviser, any
sub-adviser described below under "INVESTMENT ADVISER, SUB-ADVISERS AND
ADMINISTRATOR," or any of their affiliates. The Trustees of the Funds set broad
policies for each Fund, choose each Fund's officers, and hire each Fund's
investment adviser and, if applicable, sub-adviser. The officers of the Funds
manage the day-to-day operations and are responsible to the Funds' Board of
Trustees. The following is a list of Trustees and officers of the Funds and a
statement of their present positions, principal occupations during the past five
years, the number of portfolios each oversees and the other directorships they
hold, if applicable.
BOARD NOMINEES
Interested Trustee
NUMBER OF
TERM OF PORTFOLIOS IN
POSITION(S) OFFICE(2) AND PRINCIPAL OCCUPATION(5) FUND COMPLEX OTHER
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME DURING PAST FIVE OVERSEEN BY DIRECTORSHIPS
DATE OF BIRTH FUNDS SERVED(3) YEARS TRUSTEE HELD BY TRUSTEE
James A. Bowen(1) President, 1 Year President, First Trust 24 NONE
1001 Warrenville Road Chairman of Advisors L.P. and First
Suite 300 the Board, Trust Portfolios L.P.;
Lisle, IL 60532 Chief Since 2003 Chairman of the Board,
DOB: 9/55 Executive BondWave LLC and
Officer and Stonebridge Advisors LLC
Trustee
Independent Trustees
Richard E. Erickson Trustee 1 Year Physician; President, 24 NONE
c/o First Trust Wheaton Orthopedics;
Advisors L.P. Co-owner and
1001 Warrenville Road Since 2003 Co-Director, Sports
Suite 300 Med Center for
Lisle, IL 60532 Fitness; Limited
DOB: 4/51 Partner, Gundersen
Real Estate Partnership
Thomas R. Kadlec Trustee 1 Year President, ADM 24 NONE
c/o First Trust Derivatives, Inc.
Advisors L.P. (May 2005 to present);
1001 Warrenville Road Since 2003 Vice President and
Suite 300 Chief Financial
Lisle, IL 60532 Officer (1990 to
DOB: 11/57 present), ADM Investor
Services, Inc.
(Futures Commission
Merchant); Registered
Representative (2000
to present), Segerdahl
& Company, Inc., a
NASD member
(Broker-Dealers)
-10-
NUMBER OF
TERM OF PORTFOLIOS IN
POSITION(S) OFFICE(2) AND PRINCIPAL OCCUPATION(5) FUND COMPLEX OTHER
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME DURING PAST FIVE OVERSEEN BY DIRECTORSHIPS
DATE OF BIRTH FUNDS SERVED(3) YEARS TRUSTEE HELD BY TRUSTEE
Niel B. Nielson Trustee 1 Year President, Covenant 24 Director of Good
c/o First Trust College (June 2002 to News Publishers-
Advisors L.P. present); Pastor, Crossway Books;
1001 Warrenville Road Since 2003 College Church in Covenant
Suite 300 Wheaton (1997 to June Transport Inc.
Lisle, IL 60532 2002)
DOB: 3/54
Officers
Mark R. Bradley Treasurer, Indefinite Chief Financial Officer, 24 N/A
1001 Warrenville Road Controller, Managing Director, First
Suite 300 Chief Trust Advisors L.P. and
Lisle, IL 60532 Financial Since 2003 First Trust Portfolios
DOB: 11/57 Officer L.P.; Chief Financial
and Chief Officer, BondWave LLC
Accounting and Stonebridge Advisors
Officer LLC
Susan M. Brix Assistant Vice Indefinite Representative, First 24 N/A
1001 Warrenville Road President Trust Portfolios L.P.;
Suite 300 Since 2003 Assistant Portfolio
Lisle, IL 60532 Manager, First Trust
DOB: 1/60 Advisors L.P.
Robert F. Carey Vice President Indefinite Senior Vice President, 24 N/A
1001 Warrenville Road First Trust Advisors
Suite 300 Since 2003 L.P. and First Trust
Lisle, IL 60532 Portfolios L.P.
DOB: 7/63
W. Scott Jardine Secretary and Indefinite General Counsel,
1001 Warrenville Road Chief First Trust Advisors 24 N/A
Suite 300 Compliance Secretary L.P. and First Trust
Lisle, IL 60532 Officer Since 2003 Portfolios L.P.;
DOB: 5/60 ("CCO") CCO Secretary, BondWave LLC
Since 2004 and Stonebridge
Advisors LLC
Kristi A. Maher Assistant Indefinite Assistant General
1001 Warrenville Road Secretary Counsel, First Trust 24 N/A
Suite 300 Advisors L.P. and First
Lisle, IL 60532 Since 2004 Trust Portfolios L.P.
DOB: 12/66 (March 2004 to
present); Associate,
Chapman and Cutler LLP
(1995-2004)
Roger F. Testin Vice President Indefinite Senior Vice President, 24 N/A
1001 Warrenville Road First Trust Advisors
Suite 300 L.P. and First Trust
Lisle, IL 60532 Since 2003 Portfolios L.P.
DOB: 6/66 (August 2001 to
present); Analyst,
Dolan Capital
Management (1998-2001)
-11-
NUMBER OF
TERM OF PORTFOLIOS IN
POSITION(S) OFFICE(2) AND PRINCIPAL OCCUPATION(5) FUND COMPLEX OTHER
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME DURING PAST FIVE OVERSEEN BY DIRECTORSHIPS
DATE OF BIRTH FUNDS SERVED(3) YEARS TRUSTEE HELD BY TRUSTEE
Daniel J. Lindquist Vice President Indefinite Senior Vice President, 24 N/A
1001 Warrenville Road First Trust Advisors
Suite 300 L.P.; Vice President,
Lisle, IL 60532 First Trust Portfolios
DOB: 2/70 Since L.P. (since April
December 2005 2004); Chief
Operating Officer, Mina
Capital Management, LLC
(January 2004 to April
2004); Chief Operating
Officer, Samaritan
Asset Management
Services, Inc. (April
2000 to January 2004)
James M. Dykas Assistant Indefinite Vice President, First 24 N/A
1001 Warrenville Road Treasurer Trust Portfolios L.P.
Suite 300 (January 2005 to
Lisle, IL 60532 present); Executive
DOB: 1/66 Since Director of Van Kampen
December 2005 Asset Management and
Morgan Stanley
Investment Management
(1999 to January 2005)
(1) Mr. Bowen is deemed an "interested person" of the Funds due to his position
as President of First Trust Advisors L.P., investment adviser of the Funds.
(2) Trustees are elected each year by Shareholders and serve a one-year term
until their successors are elected. Officers of the Funds have an indefinite
term.
(3) Trustees and officers were elected in 2003 for First Trust Value Line(R) 100
Fund, in 2005 for First Trust/FIDAC Mortgage Income Fund and Strategic Fund
and in 2004 for the other Funds. Daniel J. Lindquist and James M. Dykas were
elected Vice President and Assistant Treasurer, respectively, of all funds in
the First Trust Fund Complex on December 12, 2005.
In addition to the Funds, the First Trust Fund Complex includes: First
Defined Portfolio Fund, LLC, an open-end management investment company with 12
portfolios advised by First Trust Advisors; First Trust Value Line(R) Dividend
Fund, First Trust/Four Corners Senior Floating Rate Income Fund, Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund, First Trust Value
Line(R) & Ibbotson Equity Allocation Fund and First Trust/Four Corners Senior
Floating Rate Income Fund II, closed-end funds advised by First Trust Advisors;
and First Trust Exchange-Traded Fund, an open-end investment company and an
exchange-traded index fund with one operating portfolio advised by First Trust
Advisors.
Messrs. Bowen, Erickson, Kadlec and Nielson are Trustees of First
Defined Portfolio Fund, LLC, First Trust Value Line(R) Dividend Fund, First
Trust/Four Corners Senior Floating Rate Income Fund, Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund, First Trust Value
Line(R) & Ibbotson Equity Allocation Fund, First Trust/Four Corners Senior
Floating Rate Income Fund II and First Trust Exchange-Traded Fund. During the
past five years, none of the Independent Trustees, or any of their immediate
family members, has ever been a director, officer or employee of, or consultant
to, First Trust Advisors, First Trust Portfolios L.P., any sub-adviser or any of
their affiliates. In addition, Mr. Bowen, chief executive officer of each Fund,
and the other officers of the Funds, hold the same positions with First Defined
Portfolio Fund, LLC, First Trust Value Line(R) Dividend Fund, First Trust/Four
Corners Senior Floating Rate Income Fund, Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund, First Trust Value Line(R) &
-12-
Ibbotson Equity Allocation Fund, First Trust/Four Corners Senior Floating Rate
Income Fund II and First Trust Exchange-Traded Fund, as they hold with the
Funds.
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDS BY EACH NOMINEE FOR ELECTION
AS TRUSTEE
The following table sets forth the dollar range and number of equity
securities beneficially owned by the Trustees in each Fund and in other funds in
the First Trust Fund Complex as of December 31, 2005:
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND (NUMBER OF SHARES HELD)
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN
ALL REGISTERED
FIRST TRUST/ INVESTMENT
FIDUCIARY FIRST COMPANIES
ASSET TRUST/ABERDEEN FIRST FIRST TRUST OVERSEEN BY
FIRST TRUST MANAGEMENT GLOBAL TRUST/FIDAC STRATEGIC TRUSTEE IN FUND
NAME OF VALUE LINE(R) ENERGY INCOME COVERED CALL OPPORTUNITY MORTGAGE HIGH INCOME COMPLEX/(NUMBER
TRUSTEE 100 FUND AND GROWTH FUND FUND INCOME FUND INCOME FUND FUND OF SHARES HELD)
Interested Trustee
James A. $50,001-$100,000 $0 $0 $10,001-$50,000 $0 $0 Over $100,000
Bowen (4000 Shares) (0 Shares) (0 Shares) (750 Shares) (0 Shares) (0 Shares) (10,750 Shares)
Independent Trustees
Richard E. $10,001-$50,000 $1-$10,000 $1-$10,000 $1-$10,000 $0 $0 $50,001-$100,000
Erickson (622 Shares) (280 Shares) (218 Shares) (439 Shares) (0 Shares) (0 Shares) (2,803 Shares)
Thomas R. $10,001-$50,000 $0 $0 $0 $0 $0 $50,001-$100,000
Kadlec (1,971 Shares) (0 Shares) (0 Shares) (0 Shares) (0 Shares) (0 Shares) (5,777 Shares)
Niel B. $1-$10,000 $0 $1-$10,000 $1-$10,000 $0 $0 $10,001-$50,000
Nielson (243 Shares) (0 Shares) (216 Shares) (209 Shares) (0 Shares) (0 Shares) (1,547 Shares)
As of December 31, 2005, the Independent Trustees of each Fund and
immediate family members do not own beneficially or of record any class of
securities of an investment adviser, sub-adviser or principal underwriter of the
Funds or any person directly or indirectly controlling, controlled by, or under
common control with an investment adviser, sub-adviser or principal underwriter
of the Funds, nor did any Independent Trustee purchase or sell securities of
First Trust Advisors, any sub-adviser or their parents or subsidiaries.
James A. Bowen sold four limited partnership units of Grace Partners of
DuPage L.P., the limited partner of First Trust Advisors, to Grace Partners of
DuPage L.P. on January 3, 2005 for a price of $475,000 per unit.
As of December 31, 2005, each Fund knows of no person who owns
beneficially or of record 5% or more of any Fund's Shares. As of December 31,
2005, the Trustees and executive officers as a group beneficially owned the
following number of Shares of each Fund, which is less than 1% of each Fund's
Shares outstanding:
-13-
FUND COMMON SHARES OWNED
First Trust Value Line(R) 100 Fund 6,986
Energy Income and Growth Fund 280
First Trust/Fiduciary Asset Management Covered Call Fund 434
First Trust/Aberdeen Global Opportunity Income Fund 1,398
First Trust/FIDAC Mortgage Income Fund 0
First Trust Strategic High Income Fund 0
As of December 31, 2005, the Trustees and executive officers as a group
beneficially owned 24,609 shares of funds in the First Trust Fund Complex (less
than 1% of the shares outstanding).
COMPENSATION
Effective January 1, 2006, the Trustees approved a revised compensation
plan. Under the revised plan, each Fund pays each Trustee who is not an officer
or employee of First Trust Advisors, any sub-adviser or any of their affiliates
an annual retainer of $10,000, which includes compensation for all board and
committee meetings. No additional meeting fees are paid in connection with board
or committee meetings. Additionally, Mr. Kadlec is paid additional compensation
of $10,000 annually to serve as the Lead Trustee, with such compensation paid by
the funds in the First Trust Fund Complex and divided among those funds.
Trustees are also reimbursed by the funds in the First Trust Fund Complex for
travel and out-of-pocket expenses in connection with all meetings. The Trustees
adopted the revised plan because the increase in the number of funds in the
First Trust Fund Complex had the effect of rapidly increasing their compensation
under the previous arrangements. Prior to January 1, 2006, each Fund paid each
Trustee not affiliated with First Trust Advisors, any sub-adviser or any of
their affiliates an annual fee of $10,000 plus $1,000 as compensation for each
special board meeting (in-person or by electronic means) and $500 per
non-regular committee meeting (in-person or by electronic means) attended. The
Board of Trustees of First Trust/FIDAC Mortgage Income Fund held five meetings
and the Board of Trustees of First Trust Strategic High Income Fund held three
meetings during the fiscal year ended October 31, 2005. The Board of Trustees of
the Energy Income and Growth Fund held seven meetings during the fiscal year
ended November 30, 2005. The Board of Trustees of First Trust Value Line(R) 100
Fund, First Trust/Fiduciary Asset Management Covered Call Fund and First
Trust/Aberdeen Global Opportunity Income Fund held five meetings during the
fiscal year ended December 31, 2005. Each of the Trustees attended all of the
meetings of the Board of Trustees of the Funds. The aggregate fees and expenses
paid to the Trustees by each Fund for their respective fiscal years (including
reimbursement for travel and out-of-pocket expenses) amounted to the following:
AGGREGATE FEES AND
FUND EXPENSES PAID
First Trust Value Line(R) 100 Fund $31,359.66
Energy Income and Growth Fund $44,533.51
First Trust/Fiduciary Asset Management Covered Call Fund $31,012.48
First Trust/Aberdeen Global Opportunity Income Fund $31,063.43
First Trust/FIDAC Mortgage Income Fund $17,125.75
First Trust Strategic High Income Fund $ 7,905.47
-14-
The following table sets forth certain information regarding the
compensation of each Fund's Trustees for their respective fiscal years. The
Funds have no retirement or pension plans.
AGGREGATE
COMPENSATION AGGREGATE ESTIMATED ESTIMATED
AGGREGATE AGGREGATE FROM FIRST COMPENSATION AGGREGATE AGGREGATE
COMPENSATION COMPENSATION TRUST/ FROM FIRST COMPENSATION(4) COMPENSATION(4) TOTAL
FROM FIRST FROM ENERGY FIDUCIARY ASSET TRUST/ABERDEEN FROM FIRST FROM FIRST COMPENSATION
TRUST VALUE INCOME AND MANAGEMENT GLOBAL TRUST/FIDAC TRUST FROM THE
NAME OF LINE(R) 100 GROWTH COVERED CALL OPPORTUNITY MORTGAGE INCOME STRATEGIC HIGH FUND
TRUSTEE FUND(2) FUND(3) FUND INCOME FUNDS(3) FUNDS(1) INCOME FUND(1) COMPLEX(3)
Interested Trustee
James A. $0 $0 $0 $0 $0 $0 $0
Bowen
Independent Trustees
Richard E.
Erickson $10,452.91 $14,766.69 $10,336.20 $10,353.68 $10,675.00 $10,125.00 $141,825.03
Thomas R.
Kadlec $10,399.58 $14,736.12 $10,274.58 $10,274.58 $10,675.00 $10,125.00 $141,542.47
Niel B.
Nielson $10,507.17 $15,030.70 $10,401.70 $10,435.17 $10,925.75 $10,155.47 $143,654.57
1 For fiscal year ended October 31, 2005.
2 For fiscal year ended November 30, 2005.
3 For fiscal year ended December 31, 2005
4 The compensation from the Fund has been annualized to reflect revised
compensation payable for a full fiscal year.
The total compensation paid to Messrs. Erickson, Kadlec and Nielson,
Independent Trustees of each fund in the First Trust Fund Complex, includes
compensation for their services as Trustees to First Defined Portfolio Fund,
LLC, First Trust Value Line(R) Dividend Fund, First Trust/Four Corners Senior
Floating Rate Income Fund, Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund, First Trust Value Line(R) & Ibbotson Equity Allocation
Fund, First Trust/Four Corners Senior Floating Rate Income Fund II, First Trust
Exchange-Traded Fund and the Funds.
The officers and the interested Trustee of each Fund receive no
compensation from the Funds for serving in such capacity.
COMMITTEES
AUDIT COMMITTEE
The Board of Trustees has an Audit Committee, which consists of Messrs.
Erickson, Kadlec and Nielson, all of whom are "independent" as defined in the
listing standards of the American Stock Exchange and the New York Stock
Exchange. Mr. Kadlec serves as the Audit Committee Financial Expert. The Audit
Committee is responsible for overseeing each Fund's accounting and financial
reporting process, the system of internal controls, audit process and evaluating
and appointing the independent registered public accounting firm (subject also
to Board approval). For the fiscal ended October 31, 2005, the Audit Committee
met two times for First Trust/FIDAC Mortgage Income Fund and once for Strategic
Fund. For the fiscal year ended November 30, 2005, the Audit Committee met six
-15-
times for Energy Income and Growth Fund. For the fiscal year ended December 31,
2005, the Audit Committee met six times for First Trust Value Line(R) 100 Fund,
First Trust/Fiduciary Asset Management Covered Call Fund and First
Trust/Aberdeen Global Opportunity Income Fund. Each of the Trustees attended all
of the meetings of the Audit Committee of the Board of Trustees of each Fund.
In carrying out its responsibilities, the Audit Committee pre-approves
all audit services for each Fund and permitted non-audit services (including the
fees and terms thereof) to be performed for each Fund and the Adviser by
Deloitte & Touche LLP ("Deloitte & Touche"), the Funds' independent registered
public accounting firm ("independent auditors"). The Chairman of the Audit
Committee is authorized to give such pre-approvals on behalf of the Audit
Committee for engagement of less than $25,000. Any decisions by the Chairman to
grant pre-approvals are reported to the full Audit Committee at the next
regularly scheduled meeting.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Trustees in
its oversight of each Fund's accounting and financial reporting process. The
Audit Committee operates pursuant to a Charter that was most recently reviewed
by the Board of Trustees on December 12, 2005, a copy of which is attached as
Exhibit A hereto. As set forth in the Charter, management of each Fund is
responsible for maintaining appropriate systems for accounting and internal
controls and the audit process. The Funds' independent auditors are responsible
for planning and carrying out proper audits of the Funds' financial statements
and expressing an opinion as to their conformity with accounting principles
generally accepted in the United States of America.
In performing its oversight function, the Audit Committee reviewed and
discussed with management and Deloitte & Touche the audited financial statements
of First Trust/FIDAC Mortgage Income Fund and Strategic Fund for the fiscal
years ended October 31, 2005 at a meeting held on December 12, 2005; Energy
Income and Growth Fund for the fiscal year ended November 30, 2005 at a meeting
held on January 23, 2006; and First Trust Value Line(R) 100 Fund, First
Trust/Fiduciary Asset Management Covered Call Fund and First Trust/Aberdeen
Global Opportunity Income Fund for the fiscal years ended December 31, 2005 at a
meeting held on February 23, 2006 and discussed the audit of such financial
statements with the independent auditors and management.
In addition, the Audit Committee discussed with the independent
auditors the accounting principles applied by each Fund and such other matters
brought to the attention of the Audit Committee by the independent auditors
required by Statement on Auditing Standards No. 61, Communications with Audit
Committees, as currently modified or supplemented. The Audit Committee also
received from the independent auditors the written disclosures and letter
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, delineating relationships between the
independent auditors and each Fund and discussed the impact that any such
relationships may have on the objectivity and independence of the independent
auditors.
Members of each Fund's Audit Committee are not professionally engaged
in the practice of auditing or accounting and are not employed by the Funds for
purposes of accounting, financial management or internal control functions.
Moreover, the Audit Committee relies on, and makes no independent verification
of, the facts presented and the representations made to it by Fund management
and Deloitte & Touche. Accordingly, the Audit Committee's oversight does not
provide an independent basis to determine that management has maintained
appropriate accounting and/or financial reporting principles and policies, or
-16-
internal controls and procedures, designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not provide
assurance that the audit of the Funds' financial statements has been carried out
in accordance with generally accepted auditing standards or that the financial
statements are presented in accordance with generally accepted accounting
principles.
Based on its consideration of the Funds' audited financial statements
and the discussions referred to above with Fund management and Deloitte &
Touche, and subject to the limitations on the responsibilities and role of the
Audit Committee as set forth in the Charter and discussed above, the Audit
Committee recommended to the Board the inclusion of each Fund's audited
financial statements for the years ended October 31, November 30 and December
31, 2005 in its Annual Report dated October 31, November 30 and December 31,
2005, respectively.
Submitted by the Audit Committee of the Funds:
Richard E. Erickson
Thomas R. Kadlec
Niel B. Nielson
INDEPENDENT AUDITORS' FEES
Deloitte & Touche has been selected to serve as the independent
auditors for First Trust/FIDAC Mortgage Income Fund and Strategic Fund for the
fiscal years ending October 31, 2006, for Energy Income and Growth Fund for the
fiscal year ending November 30, 2006 and for First Trust Value Line(R) 100 Fund,
First Trust/Fiduciary Asset Management Covered Call Fund and First
Trust/Aberdeen Global Opportunity Income Fund for the fiscal years ending
December 31, 2006. Deloitte & Touche acted as the independent auditors for the
First Trust/FIDAC Mortgage Income Fund and the Strategic Fund for the fiscal
years ended October 31, 2005, for the Energy Income and Growth Fund for the
fiscal year ended November 30, 2005, and for the First Trust Value Line(R) 100
Fund, the First Trust/Fiduciary Asset Management Covered Call Fund and the First
Trust/Aberdeen Global Opportunity Income Fund for the fiscal years ended
December 31, 2005. Deloitte & Touche has advised the Funds that, to the best of
its knowledge and belief, Deloitte & Touche professionals did not have any
direct or material indirect ownership interest in the Funds inconsistent with
independent professional standards pertaining to independent registered public
accounting firms. It is expected that representatives of Deloitte & Touche will
be present at the Meeting to answer any questions that may arise and will have
the opportunity to make a statement if they desire to do so. In reliance on Rule
32a-4 under the 1940 Act, each Fund is not seeking shareholder ratification of
the selection of Deloitte & Touche as independent auditors.
Set forth in the table below are fees billed by Deloitte & Touche to
each Fund through the fiscal period ended October 31, November 30 or December
31, as applicable, and to the Adviser for the year ended December 31:
-17-
AUDIT FEES AUDIT RELATED FEES TAX FEES ALL OTHER FEES
2004 2005 2004 2005 2004 2005 2004 2005
First Trust Value Line(R) 100 $9,000 $26,250 $0 $0 $0 $8,500(6) $0 $5,045(7)
Fund
Energy Income and Growth Fund $52,000(1) $54,340 $0(1) $0 $0(1) $50,000(6) $0(1) $2,854(7)
First Trust/Fiduciary Asset $15,000(2) $26,250 $0(2) $0 $0(2) $4,500(6) $0(2) $5,764(7)
Management Covered Call Fund
First Trust/Aberdeen Global $13,500(3) $43,000 $0(3) $0 $0(3) $4,000(6) $0(3) $7,383(7)
Opportunity Income Fund
First Trust/FIDAC Mortgage N/A $15,500(4) N/A $0(4) N/A $0(4) N/A $0(4)
Income Fund
First Trust Strategic High N/A $15,500(5) N/A $0(5) N/A $0(5) N/A $0(5)
Income Fund
First Trust Advisors $0 $0 $0 $0 $0 $0 $0 $60,000(7)
(1)These fees were for the period since inception on June 17, 2004 to November 30, 2004.
(2)These fees were for the period since inception on August 17, 2004 to December 31, 2004.
(3)These fees were for the period since inception on November 16, 2004 to December 31, 2004.
(4)These fees were for the period since inception on May 25, 2005 to October 31, 2005.
(5)These fees were for the period since inception on July 26, 2005 to October 31, 2005.
(6)These fees were for tax return preparation.
(7)These fees were for compliance program evaluation.
Set forth in the table below are the aggregate non-audit fees shown in
the table above billed by Deloitte & Touche to each Fund for each Fund's
respective fiscal years ended October 31, November 30 and December 31 and to the
Adviser for the year ended December 31:
AGGREGATE NON-AUDIT FEES
2004 2005
First Trust Value Line(R) 100 Fund $0 $13,545(6)
Energy Income and Growth Fund $0(1) $52,854(6)
First Trust/Fiduciary Asset Management Covered Call Fund $0(2) $10,264(6)
First Trust/Aberdeen Global Opportunity Income Fund $0(3) $11,383(6)
First Trust/FIDAC Mortgage Income Fund N/A $ 0(4)
First Trust Strategic High Income Fund N/A $ 0(5)
First Trust Advisors $0 $60,000(7)
-18-
(1)These fees were for the period since inception on June 17, 2004 to November
30, 2004.
(2)These fees were for the period since inception on August 17, 2004
to December 31, 2004.
(3)These fees were for the period since inception on November 16, 2004 to
December 31, 2004.
(4)These fees were for the period since inception on May 25, 2005 to
October 31, 2005.
(5)These fees were for the period since inception on July 26, 2005 to
October 31, 2005.
(6)These fees were for tax return preparation and compliance program evaluation.
(7)These fees were for compliance program evaluation.
In addition to pre-approving all audit services and permitted non-audit
services (including the fees and terms thereof) to be performed for each Fund by
the independent auditors, the Audit Committee pre-approves the independent
auditors' engagements for non-audit services to the Adviser and any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to a Fund, if the engagement relates directly to the
operations and financial reporting of a Fund.
All of the Audit Fees, Audit Related Fees, Tax Fees, All Other Fees and
Aggregate Non-Audit Fees for the Funds and the Adviser disclosed in the tables
set forth above were pre-approved by the Audit Committee pursuant to its
pre-approval policies. None of these fees were pre-approved by the Audit
Committee pursuant to the pre-approval exceptions included in Regulation S-X.
OTHER COMMITTEES
The Board of Trustees of the Funds has three other standing committees:
the Executive Committee (and Dividend and Pricing Committee), the Nominating and
Governance Committee and the Valuation Committee. The Executive Committee, which
meets between Board meetings, is authorized to exercise all powers of and to act
in the place of the Board of Trustees to the extent permitted by each Fund's
Declaration of Trust and By-Laws. The members of the Executive Committee also
serve as a special committee of the Board of Trustees known as the Dividend and
Pricing Committee which is authorized to exercise all of the powers and
authority of the Board in respect of the declaration and setting of dividends
and the issuance and sale, through an underwritten public offering, of the
Shares of each Fund and all other such matters relating to such financing,
including determining the price at which such Shares are to be sold and approval
of the final terms of the underwriting agreement, including approval of the
members of the underwriting syndicate. Messrs. Bowen and Kadlec are members of
the Executive Committee. The Executive Committee serving as the Dividend and
Pricing Committee for First Trust/FIDAC Mortgage Income Fund and for First Trust
Strategic High Income Fund met a total of eight times and six times,
respectively, during the fiscal year ended October 31, 2005. The Executive
Committee serving as the Dividend and Pricing Committee for Energy Income and
Growth Fund met a total of five times during the fiscal year ended November 30,
2005. During the fiscal year ended December 31, 2005, the Executive Committee
serving as the Dividend and Pricing Committee met twice for First Trust Value
Line(R) 100 Fund; four times for First Trust/Fiduciary Asset Management Covered
Call Fund; and eleven times for First Trust/Aberdeen Global Opportunity Income
Fund. Each Fund's Executive Committee met to authorize the Funds' dividend
declarations and to authorize the initial public offering of the applicable
Funds.
Each Fund's Nominating and Governance Committee (the "Committee") is
composed entirely of Trustees who are not "interested persons" (as that term is
defined in the 1940 Act) of each Fund and who are "independent directors" within
the meaning of the listing standards of the American and New York Stock
Exchanges. Messrs. Erickson, Kadlec and Nielson are members of the Committee.
-19-
The purpose of the Committee is to oversee matters related to the nomination of
trustees and, as necessary, the corporate governance of each Fund. The Committee
is responsible for, among other things, seeking, identifying and nominating
qualified candidates for election or appointment as trustees in the event of a
vacancy, consistent with criteria approved by the Board, for the next annual
meeting of shareholders; evaluating Board performance and processes; reviewing
Board committee assignments; and, to the extent necessary or desirable,
establishing corporate governance guidelines and procedures. The Committee
operates under a written charter adopted and approved by the Board, a copy of
which is available on the Funds' website at www.ftportfolios.com. The Committee
for First Trust/FIDAC Mortgage Income Fund and First Trust Strategic High Income
Fund met a total of two times and one time, respectively, during the fiscal year
ended October 31, 2005. The Committee for Energy Income and Growth Fund met a
total of five times during the fiscal year ended November 30, 2005. The
Committee for First Trust Value Line(R) 100 Fund, First Trust/Fiduciary Asset
Management Covered Call Fund and First Trust/Aberdeen Global Opportunity Income
Fund met a total of five times during the fiscal year ended December 31, 2005.
If there is no vacancy on the Board, the Board will not actively seek
recommendations from other parties, including shareholders. When a vacancy on
the Board occurs, the Committee may seek recommendations for candidates from
those sources it deems appropriate in its discretion, including shareholders of
the Funds. The Committee may retain a search firm to identify candidates.
Any proposal to elect any person nominated by shareholders for election
as trustee may only be brought before an annual meeting of a Fund if timely
written notice (the "Shareholder Notice") is provided to the Secretary of the
Fund. In accordance with the advance notice provisions included in the Funds'
By-Laws, unless a greater or lesser period is required under applicable law, to
be timely, the Shareholder Notice must be delivered to or mailed and received at
the Fund's address, 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532,
Attn: W. Scott Jardine, not less than forty-five (45) days nor more than sixty
(60) days prior to the first anniversary date of the date of the Fund's proxy
statement released to shareholders for the prior year's annual meeting;
provided, however, if and only if the annual meeting is not scheduled to be held
within a period that commences thirty (30) days before the first anniversary
date of the annual meeting for the preceding year and ends thirty (30) days
after such anniversary date (an annual meeting date outside such period being
referred to herein as an "Other Annual Meeting Date"), such Shareholder Notice
must be given in the manner provided herein by the later of the close of
business on (i) the date forty-five (45) days prior to such Other Annual Meeting
Date or (ii) the tenth (10th) business day following the date such Other Annual
Meeting Date is first publicly announced or disclosed.
Any shareholder submitting a nomination of any person or persons (as
the case may be) for election as a trustee or trustees of a Fund shall deliver,
as part of such Shareholder Notice: (i) a statement in writing setting forth (A)
the name, age, date of birth, business address, residence address and
nationality of the person or persons to be nominated; (B) the class or series
and number of all shares of the Fund owned of record or beneficially by each
such person or persons, as reported to such shareholder by such nominee(s); (C)
any other information regarding each such person required by paragraphs (a),
(d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of
Rule 14a-101 (Schedule 14A) under the 1934 Act (or any successor provision
thereto); (D) any other information regarding the person or persons to be
nominated that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitation of proxies for
election of trustees or directors pursuant to Section 14 of the 1934 Act and the
rules and regulations promulgated thereunder; and (E) whether such shareholder
-20-
believes any nominee is or will be an "interested person" of the Fund (as
defined in the 1940 Act) and, if not an "interested person," information
regarding each nominee that will be sufficient for the Fund to make such
determination; and (ii) the written and signed consent of any person nominated
to be named as a nominee and to serve as a trustee if elected. In addition, the
Trustees may require any proposed nominee to furnish such other information as
they may reasonably require or deem necessary to determine the eligibility of
such proposed nominee to serve as a trustee.
Without limiting the foregoing, any shareholder who gives a Shareholder
Notice of any matter proposed to be brought before a shareholder meeting
(whether or not involving nominees for trustees) shall deliver, as part of such
Shareholder Notice: (i) the description of and text of the proposal to be
presented; (ii) a brief written statement of the reasons why such shareholder
favors the proposal; (iii) such shareholder's name and address as they appear on
the Fund's books; (iv) any other information relating to the shareholder that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with the solicitation of proxies with respect to the
matter(s) proposed pursuant to Section 14 of the 1934 Act; (v) the class or
series and number of all shares of the Fund owned beneficially and of record by
such shareholder; (vi) any material interest of such shareholder in the matter
proposed (other than as a shareholder); (vii) a representation that the
shareholder intends to appear in person or by proxy at the shareholder meeting
to act on the matter(s) proposed; (viii) if the proposal involves nominee(s) for
trustees, a description of all arrangements or understandings between the
shareholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by the
shareholder; and (ix) in the case of a shareholder (a "Beneficial Owner") that
holds shares entitled to vote at the meeting through a nominee or "street name"
holder of record, evidence establishing such Beneficial Owner's indirect
ownership of, and entitlement to vote, shares at the meeting of shareholders.
Shares "beneficially owned" means all shares which such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the 1934 Act.
If a recommendation is received with satisfactorily completed
information regarding a candidate during a time when a vacancy exists on the
Board or during such other time as the Committee is accepting recommendations,
the recommendation will be forwarded to the Chairperson of the Committee and
outside counsel to the Independent Trustees. Recommendations received at any
other time will be kept on file until such time as the Committee is accepting
recommendations at which point they may be considered for nomination.
In recruiting new trustees, the Committee seeks to recruit and retain
qualified independent trustees of high integrity, whose skills and experience
will enhance the Board's ability to effectively represent the interests of the
Funds' shareholders and oversee the wide range of regulatory and business issues
affecting the Funds. A candidate for trustee must meet certain basic
requirements, including relevant skills and experience, time availability and if
qualifying as a non-"interested person" candidate, independence from the Funds,
investment adviser or other service providers. The qualifications of a
particular candidate, however, may vary depending on the current composition of
the Board and the mix of skills and backgrounds of the incumbent trustees since
the Committee seeks to establish an effective Board with an appropriate range of
skills and experience, in the aggregate. In addition to relevant skills and
experience, all candidates must possess high standards of personal integrity
that are assessed on the basis of personal interviews, recommendations, or
direct knowledge by Committee members. The review process may include, without
limitation, personal interviews, background checks, written submissions by the
candidates and third party references. Under no circumstances shall the
-21-
Committee evaluate persons recommended by a shareholder of the Funds on a basis
substantially different than that used for other persons recommended for the
same election or appointment of trustees. The Committee reserves the right to
make the final selection regarding the nomination of any trustees.
The Valuation Committee is responsible for the oversight of valuation
procedures of the Funds. Messrs. Erickson, Kadlec and Nielson are members of the
Valuation Committee. The Valuation Committee for each Fund met a total of three
times during each Fund's most recently completed fiscal year. ended October 31,
2005, November 30, 2005 and December 31, 2005.
ATTENDANCE AT ANNUAL SHAREHOLDER MEETINGS
The policy of the Board is to have as many Trustees as possible in
attendance at annual meetings of shareholders. The policy of the Nominating and
Governance Committee relating to attendance by Trustees at annual meetings is
contained in the Funds' Nominating and Governance Committee Charter, which is
posted on the Funds' website at www.ftportfolios.com. All of the Trustees
attended the previous year's annual meeting, if one was held.
INVESTMENT ADVISER, SUB-ADVISERS AND ADMINISTRATOR
First Trust Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532, serves as the Funds' investment adviser. Fiduciary Asset
Management, LLC, 8112 Maryland Avenue, Suite 400, St. Louis, Missouri 63105,
serves as the investment sub-adviser to the Energy Income and Growth Fund and
the First Trust/Fiduciary Asset Management Covered Call Fund. Aberdeen Asset
Management, Inc., 300 SE 2nd Street, Suite 820, Fort Lauderdale, Florida 33301,
serves as the investment sub-adviser to the First Trust/Aberdeen Global
Opportunity Income Fund. Fixed Income Discount Advisory Company, Inc., 1211
Avenue of the Americas, 29th Floor, New York, New York 10036, serves as the
investment sub-adviser to the First Trust/FIDAC Mortgage Income Fund.
Hilliard Lyons Asset Management, a division of J.J.B. Hilliard, W.L.
Lyons, Inc. ("HL"), Hilliard Lyons Center, 501 S. Fourth Street, Louisville,
Kentucky 40202, currently serves as the investment sub-adviser to the First
Trust Strategic High Income Fund. HL is a wholly-owned subsidiary of The PNC
Financial Services Group, Inc., Pittsburgh, Pennsylvania, parent company of
PFPC. Valhalla Capital Partners, LLC, 501 S. Fourth Street, 7th Floor,
Louisville, Kentucky 40202, is the proposed investment sub-adviser to the
Strategic Fund, subject to the approval of the shareholders of the Strategic
Fund as described under proposal 2.
PFPC acts as the Funds' administrator and accounting agent and is
located at 4400 Computer Drive, Westborough, Massachusetts 01581. PFPC is a
leading provider of full service mutual fund shareholder and record keeping
services. In addition to its mutual fund transfer agent and record keeping
service, PFPC provides other services through its own subsidiary business units.
SECTION 30(h) AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require
the Funds' officers and Trustees, certain persons affiliated with First Trust
Advisors, and any sub-adviser and persons who beneficially own more than 10% of
a Fund's Shares to file reports of ownership and changes of ownership with the
SEC, the American Stock Exchange or the New York Stock Exchange, as applicable,
-22-
and to furnish the Funds with copies of all Section 16(a) forms they file. Based
solely upon a review of copies of such forms received by the Funds and certain
written representations, the Funds believe that during the fiscal years ended
October 31, 2005, November 30, 2005 and December 31, 2005, all such filing
requirements applicable to such persons were met except as noted below. A Form 3
was filed late on behalf of Richard Erickson for the First Trust/FIDAC Mortgage
Income Fund and Form 3s were filed late on behalf of Timothy Swanson, an officer
of Fiduciary Asset Management, LLC, for Energy Income and Growth Fund and First
Trust/Fiduciary Asset Management Covered Call Fund. A Form 4 was filed late on
behalf of James A. Bowen for a purchase of shares of First Trust Value Line(R)
100 Fund. All of these late filings were due to administrative oversight.
SHAREHOLDER PROPOSALS
The Funds' advance notice provision by-laws require that in order to
nominate persons to the Funds' Board or to present a proposal for action by
shareholders at an annual meeting of shareholders, a shareholder must provide
advance written notice to the Secretary of the Funds, which notice must be
delivered to or mailed and received at the Funds' principal executive offices
not later than the close of business on the 45th day nor earlier than the close
of business on the 60th day prior to the first anniversary of the preceding
year's annual meeting of shareholders; provided that in the event that the date
of the annual meeting to which such shareholder's notice relates is more than 30
days before or more than 30 days after such anniversary date; for notice by the
shareholder to be timely it must be so delivered not later than the close of
business on the later of the 45th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such annual
meeting is first made by the Funds. The shareholder's notice must contain
detailed information specified in the Funds' by-laws.
Timely submission of a proposal does not mean that such proposal will
be included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Shareholders of a Fund who want to communicate with the Board of
Trustees or any individual Trustee should write the Fund to the attention of the
Fund Secretary, W. Scott Jardine. The letter should indicate that you are a Fund
shareholder. If the communication is intended for a specific Trustee and so
indicates, it will be sent only to that Trustee. If a communication does not
indicate a specific Trustee it will be sent to the chair of the Nominating and
Governance Committee and the outside counsel to the Independent Trustees for
further distribution as deemed appropriate by such persons.
FISCAL YEAR
The fiscal year end for First Trust/FIDAC Mortgage Income Fund and
First Trust Strategic High Income Fund was October 31, 2005. The fiscal year end
for Energy Income and Growth Fund was November 30, 2005. The fiscal year end for
First Trust Value Line(R) 100 Fund, First Trust/Fiduciary Asset Management
-23-
Covered Call Fund and First Trust/Aberdeen Global Opportunity Income Fund was
December 31, 2005.
ANNUAL REPORT DELIVERY
Annual reports will be sent to shareholders of record of each Fund
following the Fund's fiscal year end. Each Fund will furnish, without charge, a
copy of its annual report and/or semi-annual report as available upon request.
Such written or oral requests should be directed to the Fund at 1001 Warrenville
Road, Suite 300, Lisle, Illinois 60532 or by calling (800) 988-5891.
Please note that only one annual report or proxy statement may be
delivered to two or more shareholders of a Fund who share an address, unless the
Fund has received instructions to the contrary. To request a separate copy of an
annual report or proxy statement, or for instructions as to how to request a
separate copy of such documents or as to how to request a single copy if
multiple copies of such documents are received, shareholders should contact the
Fund at the address and phone number set forth above. Pursuant to a request, a
separate copy will be delivered promptly.
GENERAL
A list of shareholders entitled to be present and to vote at the
Meetings will be available at the offices of the Funds, 1001 Warrenville Road,
Suite 300, Lisle, Illinois 60532, for inspection by any shareholder during
regular business hours beginning ten days prior to the date of the Meetings.
Failure of a quorum to be present at the Meeting will necessitate
adjournment and will subject the applicable Fund to additional expense. The
persons named in the enclosed proxy may also move for an adjournment of the
Meeting to permit further solicitation of proxies with respect to the proposals
if they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under the Funds' By-Laws, an adjournment
of a meeting requires the affirmative vote of a majority of the shares present
in person or represented by proxy at the Meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the matters described above is expected to come
before the Meetings, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of a Meeting, the persons named on the enclosed proxy card will vote thereon
according to their best judgment in the interests of the Funds.
March 15, 2006
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
-------------------------------------------------------------------------------
IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL TO
APPROVE A NEW SUB-ADVISORY AGREEMENT FOR FIRST TRUST STRATEGIC HIGH INCOME FUND
OR HOW TO VOTE YOUR SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00
P.M. EASTERN STANDARD TIME.
-------------------------------------------------------------------------------
-24-
EXHIBIT A
AUDIT COMMITTEE CHARTER
I. PURPOSE.
The Audit Committee (the "Committee") is appointed by the Boards of
Trustees (the "Boards") of investment companies (the "Funds") advised by First
Trust Advisors L.P. ("Fund Management") for the following purposes:
A. to oversee the accounting and financial reporting
processes of each Fund and its internal controls and, as the Audit
Committee deems appropriate, to inquire into the internal controls of
certain third-party service providers;
B. to oversee the quality and integrity of each Fund's
financial statements and the independent audit thereof;
C. to oversee, or, as appropriate, assist Board oversight
of, each Fund's compliance with legal and regulatory requirements that
relate to the Fund's accounting and financial reporting, internal
controls and independent audits; and
D. to approve, prior to the appointment, the engagement of
each Fund's independent auditor and, in connection therewith, to review
and evaluate the qualifications, independence and performance of the
Fund's independent auditor.
II. COMMITTEE ORGANIZATION AND COMPOSITION.
A. Size and Membership Requirements
1. The Committee shall be composed of at least three members, all of
whom shall be trustees of the Funds. Each member of the Committee, and a
Committee chairperson, shall be appointed by the Board on the recommendation of
the Nominating and Governance Committee.
2. Each member of the Committee shall be independent of the Fund and
must be free of any relationship that, in the opinion of the Board, would
interfere with the exercise of independent judgment as a Committee member. With
respect to the Funds which are closed-end funds, each member must meet the
independence and experience requirements of the New York Stock Exchange or the
American Stock Exchange (as applicable), and Section 10A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10A-3
thereunder, and other applicable rules and regulations of the Securities and
Exchange Commission ("SEC"). Included in the foregoing is the requirement that
no member of the Committee be an "interested person" of the Funds within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "1940 Act"), nor shall any Committee member accept, directly or indirectly,
any consulting, advisory or other compensatory fee from the Funds (except in the
capacity as a Board or committee member).
3. At least one member of the Committee shall have been determined by
the Board, exercising its business judgment, to qualify as an "audit committee
financial expert" as defined by the SEC.
4. With respect to Funds that are closed-end funds whose shares are
listed on the New York Stock Exchange, each member of the Committee shall have
been determined by the Board, exercising its business judgment, to be
"financially literate" as required by the New York Stock Exchange. In addition,
at least one member of the Committee shall have been determined by the Board,
exercising its business judgment, to have "accounting or financial management
expertise," as required by the New York Stock Exchange. Such member may be, but
need not be, the same person as the Funds' "audit committee financial expert."
With respect to Funds that are closed-end funds whose shares are listed on the
American Stock Exchange, each member of the Committee shall be able to read and
understand fundamental financial statements, including a Fund's balance sheet,
income statement and cash flow statement. In addition, at least one member of
the Committee shall have been determined by the Board, exercising its business
judgment, to be "financially sophisticated," as required by the American Stock
Exchange. A member whom the Board determines to be the Fund's "audit committee
financial expert" shall be presumed to qualify as financially sophisticated.
5. With respect to Funds that are closed-end funds, Committee members
shall not serve simultaneously on the audit committee of more than two other
public companies, in addition to their service on the Committee.
B. Frequency of Meetings.
The Committee will ordinarily meet once for every regular meeting of
the Board. The Committee may meet more or less frequently as appropriate, but no
less than twice per year.
C. Term of Office.
Committee members shall serve until they resign or are removed or
replaced by the Board.
III. RESPONSIBILITIES.
A. With respect to Independent Auditors:
1. The Committee shall be responsible for the appointment or
replacement (subject, if applicable, to Board and/or shareholder ratification),
compensation, retention and oversight of the work of any registered public
accounting firm engaged (including resolution of disagreements between
management and the auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for the Funds ("External Auditors"). The External Auditors shall report
directly to the Committee.
2. The Committee shall meet with the External Auditors and Fund
Management to review the scope, fees, audit plans and staffing of the proposed
audits for each fiscal year. At the conclusion of the audit, the Committee shall
review such audit results, including the External Auditors' evaluation of the
Fund's financial and internal controls, any comments or recommendations of the
External Auditors, any audit problems or difficulties and Fund Management's
response, including any restrictions on the scope of the External Auditors'
A-2
activities or on access to requested information, any significant disagreements
with Fund Management, any accounting adjustments noted or proposed by the
auditor but not made by the Fund, any communications between the audit team and
the audit firm's national office regarding auditing or accounting issues
presented by the engagement, any significant changes required from the
originally planned audit programs and any adjustments to the financial
statements recommended by the External Auditors.
3. The Committee shall meet with the External Auditors in the absence
of Fund Management, as necessary.
4. The Committee shall pre-approve all audit services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Fund by its External Auditors. The Chairman of the Committee is authorized
to give such pre-approvals on behalf of the Committee, and shall report any such
pre-approval to the full Committee.
5. The Committee shall pre-approve the External Auditors' engagements
for non-audit services to Fund Management and any entity controlling, controlled
by or under common control with Fund Management that provides ongoing services
to the Fund, if the engagement relates directly to the operations and financial
reporting of the Fund, subject to the de minimis exceptions for non-audit
services described in Rule 2-01 of Regulation S-X. The Chairman of the Committee
is authorized to give such pre-approvals on behalf of the Committee, and shall
report any such pre-approval to the full Committee.
6. If the External Auditors have provided non-audit services to Fund
Management and any entity controlling, controlled by or under common control
with Fund Management that provides ongoing services to the Fund that were not
pre-approved pursuant to the de minimis exception, the Committee shall consider
whether the provision of such non-audit services is compatible with the External
Auditors' independence.
7. The Committee shall obtain and review a report from the External
Auditors at least annually (including a formal written statement delineating all
relationships between the auditors and the Fund consistent with Independence
Standards Board Standard No. 1 as may be amended, restated, modified or
replaced) regarding (a) the External Auditors' internal quality-control
procedures; (b) any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by an inquiry or
investigation by governmental or professional authorities within the preceding
five years, respecting one or more independent audits carried out by the firm;
(c) any steps taken to deal with any such issues; and (d) the External Auditors'
independence, including all relationships between the External Auditors and the
Fund and its affiliates; and evaluating the qualifications, performance and
independence of the External Auditors, including their membership in the SEC
practice section of the AICPA and their compliance with all applicable
requirements for independence and peer review, and a review and evaluation of
the lead partner, taking into account the opinions of management and discussing
such reports with the External Auditors. The Committee shall present its
conclusions with respect to the External Auditors to the Board.
8. The Committee shall review reports and other information provided to
it by the External Auditors regarding any illegal acts that the External
A-3
Auditors should discover (whether or not perceived to have a material effect on
the Fund's financial statements), in accordance with and as required by Section
10A(b) of the Exchange Act.
9. The Committee shall ensure the rotation of the lead (or concurring)
audit partner having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law, and further consider the
rotation of the independent auditor firm itself.
10. The Committee shall establish and recommend to the Board for
ratification a policy of the Funds with respect to the hiring of employees or
former employees of the External Auditors who participated in the audits of the
Funds' financial statements.
11. The Committee shall take (and, where appropriate, recommend that
the Board take) appropriate action to oversee the independence of the External
Auditors.
12. The Committee shall report regularly to the Board on the results of
the activities of the Committee, including any issues that arise with respect to
the quality or integrity of the Funds' financial statements, the Funds'
compliance with legal or regulatory requirements, the performance and
independence of the Funds' External Auditors, or the performance of the internal
audit function, if any.
B. With respect to Fund Financial Statements:
1. The Committee shall meet to review and discuss with Fund Management
and the External Auditors the annual audited financial statements of the Funds,
major issues regarding accounting and auditing principles and practices, and the
Funds' disclosures under "Management's Discussion and Analysis," and shall meet
to review and discuss with Fund Management the semi-annual financial statements
of the Funds and the Funds' disclosures under "Management's Discussion and
Analysis."
2. The Committee shall review and discuss reports, both written and
oral, from the External Auditors or Fund Management regarding (a) all critical
accounting policies and practices to be used; (b) all alternative treatments of
financial information within generally accepted accounting principles ("GAAP")
for policies and practices that have been discussed with management, including
the ramifications of the use of such alternative treatments and disclosures and
the treatment preferred by the External Auditors; (c) other material written
communications between the External Auditors and management, such as any
management letter or schedule of unadjusted differences; and (d) all non-audit
services provided to any entity in the investment company complex (as defined in
Rule 2-01 of Regulation S-X) that were not pre-approved by the Committee.
3. The Committee shall review disclosures made to the Committee by the
Funds' principal executive officer and principal financial officer during their
certification process for the Funds' periodic reports about any significant
deficiencies in the design or operation of internal controls or material
weaknesses therein and any fraud involving management or other employees who
have a significant role in the Funds' internal controls.
4. The Committee shall discuss with the External Auditors the matters
required to be discussed by Statement of Auditing Standards ("SAS") No. 90,
A-4
Audit Committee Communications (which amended SAS No. 61, Communication with
Audit Committees), that arise during the External Auditors' review of the Funds'
financial statements.
5. The Committee shall review and discuss with management and the
External Auditors (a) significant financial reporting issues and judgments made
in connection with the preparation and presentation of the Funds' financial
statements, including any significant changes in the Funds' selection or
application of accounting principles and any major issues as to the adequacy of
the Funds' internal controls and any special audit steps adopted in light of
material control deficiencies, and (b) analyses prepared by Fund Management or
the External Auditors setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial statements,
including analyses of the effects of alternative GAAP methods on the financial
statements.
6. The Committee shall review and discuss with management and the
External Auditors the effect of regulatory and accounting initiatives on the
Funds' financial statements.
7. The Committee shall discuss with Fund Management the Funds' press
releases regarding financial results and dividends, as well as financial
information and earnings guidance provided to analysts and rating agencies. This
discussion may be done generally, consisting of discussing the types of
information to be disclosed and the types of presentations to be made. The
Chairman of the Committee shall be authorized to have these discussions with
Fund Management on behalf of the Committee, and shall report to the Committee
regarding any such discussions.
8. The Committee shall discuss with Fund Management the Funds' major
financial risk exposures and the steps Fund Management has taken to monitor and
control these exposures, including the Funds' risk assessment and risk
management policies and guidelines. In fulfilling its obligations under this
paragraph, the Committee may, as applicable, review in a general manner the
processes other Board committees have in place with respect to risk assessment
and risk management.
C. With respect to serving as a Qualified Legal Compliance Committee:
1. The Committee shall serve as the Funds' "qualified legal compliance
committee" ("QLCC") within the meaning of the rules of the SEC and, in that
regard, the following shall apply.
(i) The Committee shall receive and retain, in confidence,
reports of evidence of (a) a material violation of any federal or state
securities laws, (b) a material breach of a fiduciary duty arising
under any federal or state laws or (c) a similar material violation of
any federal or state law by a Fund or any of its officers, trustees,
employees or agents (a "Report of Material Violation"). Reports of
Material Violation may be addressed to the Funds, attention W. Scott
Jardine, at the address of the principal offices of the Funds, which
currently is 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532,
who shall forward the Report of Material Violation to the Committee.
(ii) Upon receipt of a Report of Material Violation, the
Committee shall (a) inform the Fund's chief legal officer and chief
executive officer (or the equivalents thereof) of the report (unless
the Committee determines it would be futile to do so), and (b)
determine whether an investigation is necessary.
A-5
(iii) After considering the Report of a Material Violation, the
Committee shall do the following if it deems an investigation
necessary:
o Notify the full Board;
o Initiate an investigation, which may be conducted
either by the chief legal officer (or the equivalent
thereof) of the Fund or by outside attorneys; and
o Retain such additional expert personnel as the
Committee deems necessary.
(iv) At the conclusion of any such investigation, the
Committee shall:
o Recommend, by majority vote, that the Fund implement
an appropriate response to evidence of a material
violation; and
o Inform the chief legal officer and the chief
executive officer (or the equivalents thereof) and
the Board of the results of any such investigation
and the appropriate remedial measures to be adopted.
2. The Committee shall take all other action that it deems appropriate
in the event that the Fund fails in any material respect to implement an
appropriate response that the Committee, as the QLCC, has recommended the Fund
take.
D. Other Responsibilities:
1. The Committee shall receive, retain and handle complaints received
by the Funds regarding accounting, internal accounting controls, or auditing
matters from any person, whether or not an employee of the Funds or Fund
Management, and shall receive submissions of concerns regarding questionable
accounting or auditing matters by employees of the Funds and Fund Management,
administrator, principal underwriter, or any other provider of
accounting-related services for the Funds. All such complaints and concerns
shall be handled in accordance with the Committee's procedures for operating as
a QLCC, outlined in III. C. above.
2. The Committee shall review, with Fund counsel and independent legal
counsel, any legal matters that could have significant impact on the Fund's
financial statements or compliance policies and the findings of any examination
by a regulatory agency as they relate to financial statement matters.
3. The Committee shall review and reassess the adequacy of this charter
on an annual basis, if necessary, and provide a recommendation to the Board for
approval of any proposed changes deemed necessary or advisable by the Committee.
4. The Committee shall evaluate on an annual basis the performance of
the Committee.
5. The Committee shall review with the External Auditors and with Fund
Management the adequacy and effectiveness of the Funds' internal accounting and
financial controls.
A-6
6. The Committee shall discuss with Fund Management and the External
Auditors any correspondence with regulators or governmental agencies that raise
material issues regarding the Funds' financial statements or accounting
policies.
7. The Committee shall obtain any reports from Fund Management with
respect to the Funds' policies and procedures regarding compliance with
applicable laws and regulations. The Committee shall perform other special
reviews, investigations or oversight functions as requested by the Board and
shall receive and review periodic or special reports issued on
exposure/controls, irregularities and control failures related to the Funds.
8. The Committee shall prepare any report of the Committee required to
be included in a proxy statement for a Fund.
9. The Committee may request any officer or employee of a Fund or Fund
Management, independent legal counsel, Fund counsel and the External Auditors to
attend a meeting of the Committee or to meet with any members of, or consultants
to, the Committee.
10. The Committee shall maintain minutes of its meetings.
11. The Committee shall perform such other functions and have such
powers as may be necessary or appropriate in the efficient and lawful discharge
of its responsibilities.
IV AUTHORITY TO ENGAGE ADVISERS.
The Committee may engage independent counsel and other advisers, as it
determines necessary to carry out its duties. The Funds' External Auditors shall
have unrestricted accessibility at any time to Committee members.
V FUNDING PROVISIONS.
A. The Committee shall determine the:
1. Compensation to any independent registered public accounting firm
engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attest services for a Fund; and
2. Compensation to any advisers employed by the Committee.
B. The expenses enumerated in this Article V and all necessary and
appropriate administrative expenses of the Committee shall be paid by the
applicable Fund or Fund Management.
VI MANAGEMENT AND EXTERNAL AUDITORS' RESPONSIBILITIES.
A. Fund Management has the primary responsibility for establishing and
maintaining systems for accounting, reporting, disclosure and internal controls.
The External Auditors have the primary responsibility to plan and implement an
A-7
audit, with proper consideration given to the accounting, reporting and internal
controls. All External Auditors engaged for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services for the
Funds shall report directly to the Committee. The External Auditors' ultimate
accountability is to the Board and the Committee, as representatives of
shareholders.
B. While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Funds' financial statements are complete and accurate and
are in accordance with GAAP, nor is it the duty of the Committee to assure
compliance with laws and regulations and/or the Funds' Code of Ethics.
C. In discharging its responsibilities, the Committee and its members
are entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by: (1)
one or more officers of a Fund; (2) legal counsel, public accountants, or other
persons as to matters the Committee member reasonably believes are within the
person's professional or expert competence; or (3) a Board committee of which
the Committee member is not a member.
Amended: June 13, 2005
A-8
EXHIBIT B
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this ____ day of ____________, 2006 by and among
First Trust Strategic High Income Fund, a Massachusetts business trust (the
"Fund"), First Trust Advisors L.P., an Illinois limited partnership (the
"Manager") and a registered investment adviser with the Securities and Exchange
Commission ("SEC"), and Valhalla Capital Partners, LLC, a Kentucky limited
liability company and a registered investment adviser with the SEC (the
"Sub-Adviser").
WHEREAS, the Fund is a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Fund has retained the Manager to serve as the investment
manager for the Fund pursuant to an Investment Management Agreement between the
Manager and the Fund (as such agreement may be modified from time to time, the
"Management Agreement");
WHEREAS, the Management Agreement provides that the Manager may,
subject to the initial and periodic approvals required under Section 15 of the
1940 Act, appoint a sub-adviser at its own cost and expense for the purpose of
furnishing certain services required under the Management Agreement;
WHEREAS, the Fund and the Manager desire to retain the Sub-Adviser to
furnish investment advisory services for the Fund's investment portfolio, upon
the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment. The Fund and the Manager hereby appoint the
Sub-Adviser to provide certain sub-investment advisory services to the Fund for
the period and on the terms set forth in this Agreement. The Sub-Adviser accepts
such appointment and agrees to furnish the services herein set forth for the
compensation herein provided. The Sub-Adviser shall, for all purposes herein
provided, be deemed an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for nor represent the
Fund or the Manager in any way, nor otherwise be deemed an agent of the Fund or
the Manager.
2. Services to Be Performed. Subject always to the supervision of the
Fund's Board of Trustees and the Manager, the Sub-Adviser will act as
sub-adviser for, and manage on a discretionary basis the investment and
reinvestment of the assets of the Fund, furnish an investment program in respect
of, make investment decisions for, and place all orders for the purchase and
sale of securities for the Fund's investment portfolio, all on behalf of the
Fund and as described in the Fund's initial registration statement on Form N-2
(File No. 333-124146) as declared effective by the SEC, and as the same may
thereafter be amended from time to time. In the performance of its duties, the
Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary
duties it may have to the Fund, (b) monitor the Fund's investments, and (c)
comply with the provisions of the Fund's Declaration of Trust and By-laws, as
amended from time to time and communicated by the Fund or the Manager to the
Sub-Adviser in writing, and the stated investment objectives, policies and
restrictions of the Fund as such objectives, policies and restrictions may
subsequently be changed by the Fund's Board of Trustees and communicated by the
Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager has
provided the Sub-Adviser with current copies of the Fund's Declaration of Trust,
By-laws, prospectus, statement of additional information and any amendments
thereto, and any objectives, policies or limitations not appearing therein as
they may be relevant to the Sub-Adviser's performance under this Agreement.
Sub-Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio investments for the Fund, and is
directed to use its commercially reasonable efforts to obtain best execution,
which includes most favorable net results and execution of the Fund's orders,
taking into account all appropriate factors, including price, dealer spread or
commission, size and difficulty of the transaction and research or other
services provided. Subject to approval by the Fund's Board of Trustees and
compliance with the policies and procedures adopted by the Board of Trustees for
the Fund and to the extent permitted by and in conformance with applicable law
(including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or
dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser
will not be deemed to have acted unlawfully, or to have breached a fiduciary
duty to the Fund, or be in breach of any obligation owing to the Fund under this
Agreement, or otherwise, solely by reason of its having caused the Fund to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Sub-Adviser determined in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Sub-Adviser's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion.
In addition, Sub-Adviser may, to the extent permitted by applicable
law, aggregate purchase and sale orders of securities placed with respect to the
assets of the Fund with similar orders being made simultaneously for other
accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Fund, taking into consideration the selling or purchase price, brokerage
commissions and other expenses. In the event that a purchase or sale of an asset
of the Fund occurs as part of any aggregate sale or purchase orders, the
objective of Sub-Adviser and any of its affiliates involved in such transaction
shall be to allocate the securities so purchased or sold, as well as expenses
incurred in the transaction, among the Fund and other accounts in an equitable
manner. Nevertheless, the Fund and Manager acknowledge that under some
circumstances, such allocation may adversely affect the Fund with respect to the
price or size of the securities positions obtainable or salable. Whenever the
Fund and one or more other investment advisory clients of Sub-Adviser have
available funds for investment, investments suitable and appropriate for each
will be allocated in a manner believed by Sub-Adviser to be equitable to each,
although such allocation may result in a delay in one or more client accounts
being fully invested that would not occur if such an allocation were not made.
Moreover, it is possible that due to differing investment objectives or for
other reasons, Sub-Adviser and its affiliates may purchase securities of an
issuer for one client and at approximately the same time recommend selling or
sell the same or similar types of securities for another client.
The Manager or its designee will vote all proxies solicited by or with
respect to the issuers of securities which assets of the Fund's investment
portfolio allocated by the Manager to the Sub-Adviser are invested.
B-2
The Sub-Adviser will not arrange purchases or sales of securities
between the Fund and other accounts advised by the Sub-Adviser or its affiliates
unless (a) such purchases or sales are in accordance with applicable law
(including Rule 17a-7 of the 1940 Act) and the Fund's policies and procedures,
(b) the Sub-Adviser determines the purchase or sale is in the best interests of
the Fund, and (c) the Fund's Board of Trustees has approved these types of
transactions.
The Fund may adopt policies and procedures that modify or restrict the
Sub-Adviser's authority regarding the execution of the Fund's portfolio
transactions provided herein.
The Sub-Adviser will communicate to the officers and trustees of the
Fund such information relating to transactions for the Fund as they may
reasonably request. In no instance will portfolio securities be purchased from
or sold to the Manager, the Sub-Adviser or any affiliated person of either the
Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940
Act.
The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing
such services as it uses in providing services to fiduciary accounts
for which it has investment responsibilities;
(b) will conform in all material respects to all applicable
rules and regulations of the Securities and Exchange Commission and
comply in all material respects with all policies and procedures
adopted by the Board of Trustees for the Fund and communicated to the
Sub-Adviser in writing and, in addition, will conduct its activities
under this Agreement in all material respects in accordance with any
applicable law and regulations of any governmental authority pertaining
to its investment advisory activities;
(c) will report to the Manager and to the Board of Trustees
of the Fund on a quarterly basis and will make appropriate persons
available for the purpose of reviewing with representatives of the
Manager and the Board of Trustees on a regular basis at such times as
the Manager or the Board of Trustees may reasonably request in writing
regarding the management of the Fund, including, without limitation,
review of the general investment strategies of the Fund, the
performance of the Fund's investment portfolio in relation to relevant
standard industry indices and general conditions affecting the
marketplace and will provide various other reports from time to time as
reasonably requested by the Manager or the Board of Trustees of the
Fund; and
(d) will prepare and maintain such books and records with
respect to the Fund's securities and other transactions for the Fund's
investment portfolio as required for registered investment advisers
under applicable law or as otherwise reasonably requested by the
Manager and will prepare and furnish the Manager and Fund's Board of
Trustees such periodic and special reports as the Board or the Manager
may reasonably request. The Sub-Adviser further agrees that all records
that it maintains for the Fund are the property of the Fund and the
Sub-Adviser will surrender promptly to the Fund any such records upon
the request of the Manager or the Fund (provided, however, that the
Sub-Adviser shall be permitted to retain copies thereof); and shall be
permitted to retain originals (with copies to the Fund) to the extent
required under Rule 204-2 of the Investment Advisers Act of 1940 or
other applicable law.
B-3
3. Expenses. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities and other assets (including
brokerage commissions, if any) purchased for the Fund.
4. Additional Sub-Advisers. Subject to obtaining the initial and
periodic approvals required under Section 15 of the 1940 Act and the approval of
the Manager, the Sub-Adviser may retain one or more additional sub-advisers at
the Sub-Adviser's own cost and expense for the purpose of furnishing one or more
of the services described in Section 2 hereof with respect to the Fund.
Retention of a sub-adviser hereunder shall in no way reduce the responsibilities
or obligations of the Sub-Adviser under this Agreement and the Sub-Adviser shall
be responsible to the Fund for all acts or omissions of any sub-adviser in
connection with the performance of the Sub-Adviser's duties hereunder.
5. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a portfolio
management fee (the "Management Fee") equal to the annual rate of 0.40% of the
Fund's Managed Assets (as defined below), subject to paragraph 6 below. For
purposes of calculating the Management Fee, Managed Assets means the average
daily gross asset value of the Fund (which includes assets attributable to the
Fund's Preferred Shares (as such term is defined in the Fund's prospectus), if
any, and the principal amount of borrowings), minus the sum of the Fund's
accrued and unpaid dividends on any outstanding Preferred Shares and accrued
liabilities (other than the principal amount of any borrowings incurred,
commercial paper or notes issued by the Fund and the liquidation preference of
any outstanding Preferred Shares of the Fund). The Management Fee shall be
payable in arrears on or about the first day of each month during the term of
this Agreement.
For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.
6. Expense Reimbursement. The Sub-Adviser agrees to pay the Manager
one-half of (i) all organizational costs and (ii) all offering costs of the Fund
(other than sales load, but including the reimbursement of underwriting expenses
as described in the Fund's prospectus) that exceed $0.04 per Common Share (as
such term is defined in the Fund's prospectus). The term "organizational costs"
and "offering costs" shall have the meanings ascribed to them in Sections
8.18-8.25 of the AICPA Audit and Accounting Guide, Audits for Investment
Companies, with Conforming Changes as of May 1, 2002. To pay such amount due
under this provision, the Sub-Adviser shall waive its sub-advisory fee to the
extent and for the period necessary to cover its obligation hereunder.
7. Services to Others. The Fund and the Manager acknowledge that the
Sub-Adviser now acts, or may in the future act, as an investment adviser to
other managed accounts and as investment adviser or sub-investment adviser to
one or more other investment companies that are not a series of the Fund. In
addition, the Fund and the Manager acknowledge that the persons employed by the
Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not
devote their full time to such efforts. It is also agreed that the Sub-Adviser
may use any supplemental research obtained for the benefit of the Fund in
providing investment advice to its other investment advisory accounts and for
managing its own accounts.
B-4
8. Limitation of Liability. The Sub-Adviser shall not be liable for,
and the Fund and the Manager will not take any action against the Sub-Adviser to
hold the Sub-Adviser liable for, any error of judgment or mistake of law or for
any loss suffered by the Fund or the Manager (including, without limitation, by
reason of the purchase, sale or retention of any security) in connection with
the performance of the Sub-Adviser's duties under this Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser in the performance of its duties under this Agreement,
or by reason of its reckless disregard of its obligations and duties under this
Agreement.
9. Term; Termination; Amendment. This Agreement shall become effective
upon the date above, provided that it has been approved in the manner required
by the 1940 Act, and shall remain in full force until July 26, 2007. This
Agreement shall continue in force from year to year thereafter, but only as long
as such continuance is specifically approved for the Fund at least annually in
the manner required by the 1940 Act and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not approved
for the Fund, the Sub-Adviser may continue to serve in such capacity for the
Fund in the manner and to the extent permitted by the 1940 Act and the rules and
regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Manager or the Sub-Adviser upon sixty (60) days' written notice to the
other parties. This Agreement may also be terminated by the Fund by action of
the Board of Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of such Fund upon sixty (60) days' written notice to the
Sub-Adviser by the Fund without payment of any penalty.
This Agreement may be terminated at any time without the payment of any
penalty by the Manager, the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Fund in the event that it
shall have been established by a court of competent jurisdiction that the
Sub-Adviser or any officer or director of the Sub-Adviser has taken any action
that results in a breach of the material covenants of the Sub-Adviser set forth
herein.
The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the 1940 Act and the
rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 5 earned prior to such termination and for any additional
period during which the Sub-Adviser serves as such for the Fund, subject to
applicable law.
10. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery and addressed as follows or addressed to such other person or
address as such party may designate for receipt of such notice.
B-5
If to the Manager or the Fund: If to the Sub-Adviser:
First Trust Strategic High Income Fund Valhalla Capital Partners, LLC
First Trust Advisors 501 South Fourth Street, 7th Floor
1001 Warrenville Road, Suite 300 Louisville, Kentucky 40202
Lisle, Illinois 60532 Attention: President
Attention: General Counsel
If by Facsimile: ______________
If by Facsimile: (630) 241-8650
11. Limitations on Liability. All parties hereto are expressly put on
notice of the Fund's Agreement and Declaration of Trust and all amendments
thereto, a copy of which is on file with the Secretary of the Commonwealth of
Massachusetts, and the limitation of shareholder and trustee liability contained
therein and a copy of which has been provided to the Sub-Adviser prior to the
date hereof. This Agreement is executed on behalf of the Fund by the Fund's
officers in their capacity as officers and not individually and are not binding
upon any of the Trustees, officers, or shareholders of the Fund individually but
the obligations imposed upon the Fund by this Agreement are binding only upon
the assets and property of the Fund, and persons dealing with the Fund must look
solely to the assets of the Fund and those assets belonging to the subject Fund,
for the enforcement of any claims.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
13. Applicable Law. This Agreement shall be construed in accordance
with applicable federal law and (except as to Section 11 hereof which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.
14. Amendment, Etc. This Agreement may only be amended, or its
provisions modified or waived, in a writing signed by the party against which
such amendment, modification or waiver is sought to be enforced.
15. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Fund represents that engagement of the Sub-Adviser has been duly authorized
by the Fund and is in accordance with the Fund's Declaration of Trust and other
governing documents of the Fund.
16. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Management Fee described
in Section 5 are not severable.
17. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties hereto with respect to the subject matter expressly set
forth herein.
B-6
IN WITNESS WHEREOF, the Fund, the Manager and the Sub-Adviser have
caused this Agreement to be executed as of the day and year first above written.
FIRST TRUST ADVISORS L.P. VALHALLA CAPITAL PARTNERS, LLC
By______________________________ By______________________________
Title:_____________________ Title:_____________________
FIRST TRUST STRATEGIC HIGH INCOME FUND
By______________________________
Title:_____________________
B-7
EXHIBIT C
OFFICERS AND DIRECTORS OF VALHALLA
NAME AND ADDRESS PRINCIPAL OCCUPATION
Raymond P. Mecherle, III Mr. Mecherle is a founding Managing Partner of
501 S. Fourth St., 7th Floor Valhalla Capital Partners, LLC ("Valhalla"). Mr.
Louisville, KY 40202 Mecherle joined Hilliard Lyons Asset Management ("HL")
in 2004 as Director of Fixed Income and Co-Manager
of the Strategic Fund. He was previously with Morgan
Asset Management for seven years. There, Mr. Mecherle was an
Assistant Portfolio Manager/Analyst for three high-yield funds
including Regions Morgan Keegan Select High Income Fund, RMK
High Income Closed-End Fund, RMK Strategic Income Closed-End
Fund and separate accounts.
Justin L. Ventura Mr. Ventura is a founding Managing Partner of Valhalla. He
501 S. Fourth St., 7th Floor joined HL in 2005 as Co-Manager of the Strategic Fund. Mr.
Louisville, KY 40202 Ventura was previously with State Street Bank for six years as
Vice President, Capital Markets Portfolio/ABS-MBS-CDO Sectors.
Prior to that, he was with Fitch IBCA, Inc. for six years where
he was Director, Structured Finance/Mortgage and Asset-Backed
Securities.
Kenneth L. Mathis Mr. Mathis is a founding Managing Partner of Valhalla. He has
501 S. Fourth St., 7th Floor twenty-five years experience in the Financial Services Industry.
Louisville, KY 40202 Mr. Mathis joined HL in 1999 where he currently serves as
Director of Institutional Asset Management. He was previously
with Morgan Asset Management (formerly Southern Capital
Advisors), a division of Morgan Keegan, for eleven years as a
Director of the asset management area. Mr. Mathis began his
career with Merrill Lynch in 1981 focused on investment
management consulting. Previous to joining Morgan Keegan, he
worked for The Robinson-Humphrey Company, as Director of
Investment Management Consulting.
DETACH HERE ZFTF42
PROXY
FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
ANNUAL MEETING ON APRIL 17, 2006
The undersigned holder of shares of the First Trust/Fiduciary Asset Management
Covered Call Fund (the "Fund"), a Massachusetts business trust, hereby appoints
W. Scott Jardine, Mark R. Bradley and Eric F. Fess as attorneys and proxies for
the undersigned, with full powers of substitution and revocation, to represent
the undersigned and to vote on behalf of the undersigned all shares of the Fund
that the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Fund (the "Meeting") to be held at the offices of First Trust Advisors
L.P., 1001 Warrenville Road, Suite 300, Lisle, IL 60532, at 4:00 p.m. Central
time on the date indicated above, and any adjournment or adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated March 15, 2006, and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. A majority of the proxies present and acting at the Meeting
in person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
----------- -----------
FIRST TRUST/FIDUCIARY
ASSET MANAGEMENT COVERED CALL FUND
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-8586
DETACH HERE ZFTF41
[X] Please mark | 3908
votes as in |
this example. --------
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF EACH NOMINEE SET FORTH.
1. Election of Trustees.
(01) James A. Bowen (04) Thomas R. Kadlec
(02) Richard E. Erickson
(03) Niel B. Nielson
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
Mark box at right if an address change or comment
has been noted on the reverse side of this card. [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy. When
signing as attorney, executor, administrator, trustee,
guardian or corporate officer, please give full title.
Signature:_______________ Date:_______ Signature:_______________ Date:_______