As filed with the Securities and Exchange Commission on March 16, 2007.
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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
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME 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
FIRST TRUST STRATEGIC HIGH INCOME FUND II
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
March 15, 2007
Dear Shareholder:
The accompanying materials relate to the Joint Annual Meetings of
Shareholders (each a "Meeting" and collectively, the "Meetings") of
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income 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, First
Trust Strategic High Income Fund II, First Trust Tax-Advantaged Preferred Income
Fund and First Trust/Aberdeen Emerging Opportunity 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
Monday, April 16, 2007 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 and First Trust Strategic High Income Fund II will
also be asked to vote on a proposal to approve a change in the respective Fund's
industry concentration policy. 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
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IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL TO
APPROVE THE NEW INDUSTRY CONCENTRATION POLICY FOR FIRST TRUST STRATEGIC HIGH
INCOME FUND AND FIRST TRUST STRATEGIC HIGH INCOME FUND II OR HOW TO VOTE YOUR
SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
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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
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME 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
FIRST TRUST STRATEGIC HIGH INCOME FUND II
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
To be held on April 16, 2007
March 15, 2007
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 Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income 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, First Trust Strategic High Income
Fund II, First Trust Tax-Advantaged Preferred Income Fund and First
Trust/Aberdeen Emerging Opportunity 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 Monday, April 16, 2007, 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 and First Trust
Strategic High Income Fund II only. To approve a change in each Fund's
industry concentration policy from non-concentrated to concentrated in
residential mortgage-backed securities.
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 12,
2007 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
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SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETINGS 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 TIME.
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MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME 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
FIRST TRUST STRATEGIC HIGH INCOME FUND II
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
JOINT ANNUAL MEETINGS OF SHAREHOLDERS
April 16, 2007
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
JOINT PROXY STATEMENT
March 15, 2007
This Joint Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Trustees of Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income 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, First Trust Strategic High Income Fund II,
First Trust Tax-Advantaged Preferred Income Fund and First Trust/Aberdeen
Emerging Opportunity 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 Monday, April 16, 2007, 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 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, 2007,
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 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, 2007.
-1-
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 for First Trust Strategic High Income Fund and
$20,000 for First Trust Strategic High Income Fund II and will be paid by First
Trust Advisors, the investment adviser of the First Trust Strategic High Income
Fund and the First Trust Strategic High Income Fund II (the "Strategic Funds").
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 the change in the
industry concentration policy for the Strategic Funds 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 CHANGE
FUND ELECTION OF IN INDUSTRY
TRUSTEES CONCENTRATION POLICY
Macquarie/First Trust Global Infrastructure/Utilities X
Dividend & Income Fund
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
First Trust Strategic High Income Fund II X X
First Trust Tax-Advantaged Preferred Income Fund X
First Trust/Aberdeen Emerging Opportunity Fund X
-2-
Under the By-Laws of each Fund, 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 class of shares entitled to
vote on a matter. 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. Any meeting of shareholders may be
postponed prior to the meeting with notice to the shareholders entitled to vote
at that meeting. Any meeting of shareholders may, by action of the chairman of
the meeting, be adjourned without further notice with respect to one or more
matters to be considered at such meeting to a designated time and place, whether
or not a quorum is present with respect to such matter. In addition, upon motion
of the chairman of the meeting, the question of adjournment may be submitted to
a vote of the shareholders, and in that case, any adjournment with respect to
one or more matters must be approved by the vote of holders of a majority of the
shares present and entitled to vote with respect to the matter or matters
adjourned, and without further notice. Unless a proxy is otherwise limited in
this regard, any shares present and entitled to vote at a meeting that are
represented by broker non-votes, may, at the discretion of the proxies named
therein, be voted in favor of such an adjournment or adjournments.
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 Funds, the vote of a majority of the outstanding
voting securities of each Fund will be required for the approval of the change
in the industry concentration policy. 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
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 change in industry concentration
policy for the Strategic Funds, abstentions and broker non-votes will have the
effect of a vote against the proposal.
The close of business on February 12, 2007 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 any adjournments or postponements
thereof.
Except for First Trust Tax-Advantaged Preferred Income Fund, each Fund
has one class of shares of beneficial interest, par value $0.01 per share, known
as common shares ("Common Shares"). The First Trust Tax-Advantaged Preferred
Income Fund has two classes of shares of beneficial interest, par value $0.01
per share, known as Common Shares and Series M Auction Preferred Shares
("Preferred Shares").
On the Record Date, each Fund had the following number of Common and
Preferred Shares, if applicable (collectively, the "Shares") outstanding:
-3-
PREFERRED
COMMON SHARES SHARES
FUND OUTSTANDING OUTSTANDING
Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund 8,980,236 N/A
Energy Income and Growth Fund 6,446,996 N/A
First Trust/Fiduciary Asset Management Covered Call Fund 19,973,164 N/A
First Trust/Aberdeen Global Opportunity Income Fund 17,365,236 N/A
First Trust/FIDAC Mortgage Income Fund 4,045,236 N/A
First Trust Strategic High Income Fund 8,921,448 N/A
First Trust Strategic High Income Fund II 9,430,675 N/A
First Trust Tax-Advantaged Preferred Income Fund 2,970,712 880
First Trust/Aberdeen Emerging Opportunity Fund 5,905,236 N/A
Common Shares of Energy Income and Growth Fund and First Trust
Tax-Advantaged Preferred Income Fund are listed on the American Stock Exchange
under the ticker symbols FEN and FPI, respectively. Common Shares of
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income 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, First Trust Strategic High Income Fund II and
First Trust/Aberdeen Emerging Opportunity Fund are listed on the New York Stock
Exchange under the ticker symbols MFD, FFA, FAM, FMY, FHI, FHY and FEO,
respectively. The Preferred Shares of the First Trust Tax-Advantaged Preferred
Income Fund are not listed on a national stock exchange.
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 March 1, 2007, 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, with the
exception of Sit Investment Associates, Inc. and Wachovia Corporation, which
owned 21.86% and 7.63%, respectively, of First Trust/FIDAC Mortgage Income Fund.
Information as to beneficial ownership is based on reports filed with the
Securities and Exchange Commission ("SEC") by such holders.
% OF OUTSTANDING
COMMON SHARES COMMON SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
Wachovia Corporation 308,639 7.63%
One Wachovia Center
Charlotte, North Carolina 28288-0137
Sit Investment Associates, Inc. 884,453 21.86%
3300 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Information is based solely upon information presented in Schedules 13G, filed
on February 5, 2007 by Wachovia Corporation and on March 1, 2007 by Sit
Investment Associates, Inc. Pursuant to the Schedules 13G, the entity has sole
voting power over the shares beneficially owned. The Fund does not have any
knowledge of who the ultimate beneficiaries are of these Shares.
-4-
The following table indicates which Shareholders are solicited with
respect to election of Trustees of each Fund:
Preferred
Matter Common Shares Shares
a. Election of five (5) Trustees for Macquarie/First Trust X
Global Infrastructure/Utilities Dividend & Income 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, First Trust
Strategic High Income Fund II and First Trust/Aberdeen
Emerging Opportunity Fund
b.i. Election of three (3) Trustees for First Trust Tax-Advantaged X X
Preferred High Income Fund
b.ii. Election of two (2) Trustees for First Trust Tax-Advantaged X
Preferred High Income Fund
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
5:00 p.m. Eastern Time, on Friday, April 13, 2007.
-5-
PROPOSAL 1: ELECTION OF TRUSTEES
Proposal 1 relates to the election of Trustees of each Fund. Management
proposes the election of five Trustees: James A. Bowen, Richard E. Erickson,
Thomas R. Kadlec, Robert F. Keith and Niel B. Nielson. Each Trustee has
indicated his willingness to continue to serve if elected. If elected, each
nominee will hold office for the term specified below or until his successor is
elected and qualified, or until he resigns, retires or is otherwise removed.
Each nominee's term is in accordance with the structure of the staggered Board
of each Fund, pursuant to an amendment to the Funds' By-Laws, which was approved
by the Board of each Fund on December 10, 2006. As a result of the amendment to
the Funds' By-Laws, three classes of Trustees were established: Class I Trustees
serve for a term of one year, Class II Trustees serve for a term of two years
and Class III Trustees serve for a term of three years. As a result of the
establishment by each Fund of a staggered Board, a change in the majority of a
Fund's Board of Trustees may be delayed, which may limit the ability of certain
entities or persons to acquire control of such Fund.
Each of the nominees was elected to each Fund's Board by the Fund's initial
shareholder on the Fund's respective organizational date, except for Trustee
Keith, who was appointed to the Board of the Energy Income and Growth Fund,
First Trust/Fiduciary Asset Management Covered Call Fund, First Trust/FIDAC
Mortgage Income Fund, First Trust/Aberdeen Global Opportunity Income Fund, First
Trust Strategic High Income Fund, First Trust Strategic High Income Fund II and
First Trust Tax-Advantaged Preferred Income Fund on June 12, 2006 by the
Trustees. In addition, each of the nominees, except for Trustee Keith, was
elected to the Board of the Energy Income and Growth Fund, First Trust/
Fiduciary Asset Management Covered Call Fund, First Trust/FIDAC Mortgage Income
Fund, First Trust/Aberdeen Global Opportunity Income Fund and First Trust
Strategic High 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 17,
2006. For the Macquarie/First Trust Global Infrastructure/Utilities Dividend &
Income Fund, each of the nominees was elected to this Fund's Board to serve a
one-year term by the Shareholders at its last Annual Meeting of Shareholders
held on September 11, 2006. The fiscal year end for the Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund has been changed from
May 31 to November 30. This is the first Annual Meeting of Shareholders for
First Trust/Aberdeen Emerging Opportunity Fund, First Trust Strategic High
Income Fund II and First Trust Tax-Advantaged Preferred Income Fund.
a. For Macquarie/First Trust Global Infrastructure/Utilities Dividend &
Income 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, First Trust Strategic High Income
Fund II and First Trust/Aberdeen Emerging Opportunity Fund: Five (5)
Trustees are to be elected by holders of Common Shares of each Fund,
voting as a single class. Trustee Keith is a nominee for election as a
Class I Trustee by all Shareholders of each Fund for a one-year term;
Trustees Erickson and Kadlec are nominees for election as Class II
Trustees by all Shareholders of each Fund for a two-year term; and
Trustees Bowen and Nielson are nominees for election as Class III
Trustees by all Shareholders of each Fund for a three-year term.
-6-
b. For First Trust Tax-Advantaged Preferred Income Fund:
i. Three (3) Trustees are to be elected by holders of Common
and Preferred Shares of the Fund, voting together as a
single class. Trustee Erickson is a nominee for election
as a Class II Trustee by holders of Common and Preferred
Shares of the Fund for a two-year term; Trustees Bowen and
Nielson are nominees for election as Class III Trustees by
holders of Common and Preferred Shares of the Fund for a
three-year term; and
ii. Two (2) Trustees are to be elected by holders of Preferred
Shares of the Fund, voting as a single class. Trustee
Keith is a nominee for election as a Class I Trustee by
holders of Preferred Shares of the Fund for a one-year
term; and Trustee Kadlec is a nominee for election as a
Class II Trustee by holders of Preferred Shares of the
Fund for a two-year term.
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.
-7-
PROPOSAL 2: APPROVAL OF CHANGE IN INDUSTRY CONCENTRATION POLICY
FIRST TRUST STRATEGIC HIGH INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND II
Certain investment restrictions of the First Trust Strategic High Income
Fund and the First Trust Strategic High Income Fund II (the "Strategic Funds")
are matters of fundamental policy and may not be changed with respect to a Fund
without the approval of that Fund's shareholders. Under the 1940 Act, all funds
are required to have a fundamental policy about the concentration of their
investments in a particular industry or group of industries. While the 1940 Act
does not define "concentration in an industry," the staff of the Securities and
Exchange Commission has taken the position that investment of 25% or more of a
fund's total assets in one or more issuers conducting their principal activities
in the same industry or group of industries constitutes concentration.
The following chart contains the Strategic Funds' current fundamental
investment restriction with respect to industry concentration and its proposed
replacement.
Current Fundamental Proposed Fundamental
Investment Restriction Investment Restriction
______________________ ______________________
The Fund may not purchase any security if, as a Under normal market conditions, the Fund will
result of the purchase, 25% or more of the invest at least 25% of its total assets in
Fund's total assets (taken at current value) residential mortgage-backed securities. The
would be invested in the securities of Fund may not purchase any security if, as a
borrowers and other issuers having their result of the purchase, 25% or more of the
principal business activities in the same Fund's total assets (taken at current value)
industry; provided, that this limitation shall would be invested in the securities of
not apply with respect to obligations issued or borrowers and other issuers having their
guaranteed by the U.S. government or by its principal business activities in the same
agencies or instrumentalities. industry; provided, that this limitation
shall not apply with respect to residential
mortgage-backed securities or obligations
issued or guaranteed by the U.S. government
or by its agencies or instrumentalities.
At a meeting of the Board of Trustees of the Strategic Funds held on
January 17, 2007, the Adviser and Valhalla Capital Partners, LLC ("Valhalla"),
the sub-adviser to the Strategic Funds, recommended to the Board of Trustees
that residential mortgage-backed securities be excluded from the 25% limitation
with respect to industry concentration. According to Valhalla, residential
mortgage-backed securities have historically offered very compelling risk/reward
characteristics within the structured finance area. Valhalla believes that
removing the limitation on residential mortgage-backed securities will bring the
Strategic Funds in line with the original intent of their investment strategy.
At the same meeting, the Board of Trustees of the Strategic Funds, including a
majority of the Board members who are not "interested persons" of the Strategic
Funds, First Trust Advisors or Valhalla ("Independent Trustees"), unanimously
determined that the changes in the industry concentration policies were in the
best interests of the Strategic Funds and approved such changes, subject to
approval by shareholders. The 1940 Act requires that such changes be approved by
the Strategic Funds' shareholders in order for them to become effective. If
approved by shareholders, the changes to each Fund's concentration policies are
-8-
expected to become effective shortly after such approval. In the event
shareholders do not approve such changes, the Board will take such action as it
deems to be in the best interests of the Strategic Funds.
Description of Residential Mortgage-Backed Securities. Residential
mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, pools of assets which include all types of
residential mortgage products. The types of obligations underlying residential
mortgage-backed securities ("Residential Mortgage Obligations") may generally
include residential mortgage loans secured by liens on single-family residential
properties and residential mortgage loans secured by liens on multifamily
residential properties.
Residential mortgage-backed securities generally represent direct or
indirect participations in, or are secured by and payable from, Residential
Mortgage Obligations. They include single- and multi-class pass-through
securities and collateralized mortgage obligations. They may be issued by
various entities including savings associations, mortgage bankers, commercial
banks, investment bankers and special purpose entities.
Currently, First Trust Strategic High Income Fund and First Trust
Strategic High Income Fund II may invest up to 80% and 100%, respectively, of
each Fund's managed assets in non-investment grade securities that are rated
below "Baa3" by Moody's Investors Service, Inc., below "BBB-" by Standard &
Poor's, or comparably rated by another nationally recognized statistical rating
organization or, if unrated, determined by Valhalla to be of comparable credit
quality.
Risks. Each Strategic Fund's total assets will be concentrated in
residential mortgage-backed securities. A fund concentrated in a single industry
is likely to present more risks than a fund that is broadly diversified over
several industries. Mortgage-backed securities may have less potential for
capital appreciation than comparable fixed income securities, due to the
likelihood of increased prepayments of mortgages as interest rates decline. If a
Strategic Fund buys mortgage-backed securities at a premium, mortgage
foreclosures and prepayments of principal by mortgagors (which usually may be
made at any time without penalty) may result in some loss of the Strategic
Fund's principal investment to the extent of the premium paid. Alternatively, in
a rising interest rate environment, the value of mortgage-backed securities may
be adversely affected when payments on underlying mortgages do not occur as
anticipated, resulting in the extension of the security's effective maturity and
the related increase in interest rate sensitivity of a longer-term instrument.
The value of mortgage-backed securities may also change due to shifts in the
market's perception of issuers and regulatory or tax changes adversely affecting
the markets as a whole. In addition, mortgage-backed securities are subject to
the credit risk associated with the performance of the underlying mortgage
properties. In certain instances, third-party guarantees or other forms of
credit support can reduce the credit risk.
Below-investment grade debt instruments are commonly referred to as
"high yield" or "junk" bonds, are considered speculative with respect to the
issuer's capacity to pay interest and repay principal and are susceptible to
default or decline in market value due to adverse economic and business
developments. The market values for high yield securities tend to be very
volatile, and these securities are less liquid than investment grade debt
securities.
-9-
The Strategic Funds may also invest in mortgage-backed securities which
are interest-only ("IO") securities and principal-only ("PO") securities. An IO
security receives some or all of the interest portion of the underlying
collateral and little or no principal. A reference principal value called a
notional value is used to calculate the amount of interest due. IOs are sold at
a deep discount to their notional principal amount. A PO security does not
receive any interest, is priced at a deep discount to its redemption value and
ultimately receives the redemption value. Generally speaking, when interest
rates are falling and prepayment rates are increasing, the value of a PO
security will rise and the value of an IO security will fall. Conversely, when
interest rates are rising and prepayment rates are decreasing, generally the
value of a PO security will fall and the value of an IO security will rise.
Further, listed below are some (but not all) of the additional risks
that may be associated with Residential Mortgage Obligations and residential
mortgage-backed securities:
o Recent Developments in the Residential Mortgage Market. The United
States residential mortgage market has recently encountered various
difficulties and changed economic conditions. Delinquencies and losses
with respect to residential mortgage loans generally have increased and
may continue to increase, particularly in the sub-prime sector. In
addition, recently, residential property values in various states have
declined or remained stable, after extended periods of appreciation. A
continued decline or an extended flattening in those values may result
in additional increases in delinquencies and losses on residential
mortgage loans generally. Another factor that may have contributed to,
and may in the future result in, higher delinquency rates is the
increase in monthly payments on adjustable rate mortgage loans. Any
increase in prevailing market interest rates may result in increased
payments for borrowers who have adjustable rate mortgage loans.
o Junior Liens. If a Residential Mortgage Obligation is secured by a
junior lien it will be subordinate to the rights of the mortgagees or
beneficiaries under the related senior mortgages or deeds of trust.
Proceeds from any liquidation, insurance or condemnation proceedings
will generally be available to satisfy the balance of a junior mortgage
loan only to the extent that the claims of such senior mortgagees or
beneficiaries have been satisfied in full, including any related
foreclosure costs. In addition, a junior mortgagee generally may not
foreclose on property securing a junior mortgage unless it forecloses
subject to the senior mortgages or deeds of trust.
o Prepayments. Depending on the length of a Residential Mortgage
Obligation underlying a residential mortgage-backed security,
unscheduled or early payments of principal and interest may shorten the
securities' effective maturity and the prevailing interest rates may be
higher or lower than the current yield of a Strategic Fund's portfolio
at the time the Strategic Fund receives the payments for reinvestment.
Required Vote. The vote of a majority of the outstanding voting
securities of each Strategic Fund will be required for the approval of the
change in each Fund's concentration policy. 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.
-10-
For purposes of determining the approval of the change in concentration
policy, abstentions and broker non-votes will have the effect of a vote against
the proposal. The change in industry concentration policy will not be
implemented unless the required vote is received.
The Board of Trustees of the First Trust Strategic High Income Fund and
First Trust Strategic High Income Fund II Unanimously Recommends that
Shareholders Vote FOR Proposal 2. 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 Time.
The remainder of this page intentionally left blank.
-11-
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
five Trustees of each Fund, one of whom is an "interested person" (as the term
"interested person" is defined in the 1940 Act) and four 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
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,
if applicable, and the other directorships the Trustees hold, if applicable.
Board Nominees
Interested Trustee
__________________
Number of
Portfolios in
Term of Office Principal Occupation(s) Fund Complex Other
Name, Address, and Position(s) and Length of during past five Overseen by Directorships
Date of Birth held with Funds Time Served(2),(3) years Trustee Held by Trustee
__________________ _______________ _________________ ______________________ ________________ _______________
James A. Bowen(1) President, Class III President, First Trust 36 Trustee of
1001 Warrenville Road Chairman of Since 2004 Advisors L.P. and First Wheaton College
Suite 300 the Board, Trust Portfolios L.P.;
Lisle, IL 60532 Chief Chairman of the Board,
DOB: 9/55 Executive BondWave LLC and
Officer and Stonebridge Advisors LLC
Trustee
Independent Trustees
____________________
Richard E. Erickson Trustee Class II Physician; President, 36 NONE
c/o First Trust Advisors Since 2004 Wheaton Orthopedics; Co-
L.P. owner and Co-Director,
1001 Warrenville Road Sports Med Center for
Suite 300 Fitness; Limited Partner,
Lisle, IL 60532 Gundersen Real Estate
DOB: 4/51 Partnership
Thomas R. Kadlec Trustee Class II President, ADM 36 NONE
c/o First Trust Advisors Since 2004 Derivatives, Inc. (May
L.P. 2005 to present); Vice
1001 Warrenville Road President and Chief
Suite 300 Financial Officer, ADM
Lisle, IL 60532 Investor Services, Inc.
DOB: 11/57 (Futures Commission
Merchant) (1990 to
present); Registered
Representative, Segerdahl
& Company, Inc., a NASD
member (Broker-Dealer)
(2000 to present)
-12-
Number of
Portfolios in
Term of Office Principal Occupation(s) Fund Complex Other
Name, Address, and Position(s) and Length of during past five Overseen by Directorships
Date of Birth held with Funds Time Served(2),(3) years Trustee Held by Trustee
__________________ _______________ _________________ ______________________ ________________ _______________
Robert F. Keith Trustee Class I President, Hibs 24 NONE
c/o First Trust Advisors Since June 2006 Enterprises (Financial and
L.P. Management Consulting)
1001 Warrenville Road (2003 to present); Aramark
Suite 300 Service Master Management
Lisle, IL 60532 (2001 to 2003); President
DOB: 11/58 and Chief Operating
Officer, Service Master
Management Services (1998
to 2003)
Niel B. Nielson Trustee Class III President, Covenant 36 Director of Good
c/o First Trust Advisors Since 2004 College (June 2002 to News Publishers-
L.P. present); Associate Crossway Books;
1001 Warrenville Road Pastor, College Church in Covenant
Suite 300 Wheaton (1997 to June 2002) Transport Inc.
Lisle, IL 60532
DOB: 3/54
Officers
________
Mark R. Bradley Treasurer, Indefinite Chief Financial Officer, N/A N/A
1001 Warrenville Road Controller, Since 2004 First Trust Advisors L.P.
Suite 300 Chief Financial and First Trust Portfolios
Lisle, IL 60532 Officer L.P.; Chief Financial
DOB: 11/57 and Chief Officer, BondWave LLC and
Accounting Stonebridge Advisors LLC
Officer
Kelley Christensen Vice President Indefinite Assistant Vice President, N/A N/A
1001 Warrenville Road Since December First Trust Portfolios
Suite 300 2006 L.P. and First Trust
Lisle, IL 60532 Advisors L.P.
DOB: 9/70
James M. Dykas Assistant Indefinite Vice President, First
1001 Warrenville Road Treasurer Trust Advisors L.P. and N/A N/A
Suite 300 Since December First Trust Portfolios
Lisle, IL 60532 2005 L.P. (January 2005 to
DOB: 1/66 present); Executive
Director of Van Kampen
Asset Management and
Morgan Stanley Investment
Management (1999 to
January 2005)
Christopher Fallow Assistant Vice Indefinite Assistant Vice President, N/A N/A
1001 Warrenville Road President Since December First Trust Advisors L.P.
Suite 300 2006 (Since January 2005);
Lisle, IL 60532 Municipal Bond Trader,
DOB: 4/79 BondWave LLC (July 2001 to
January 2005)
W. Scott Jardine Secretary and Indefinite General Counsel,
1001 Warrenville Road Chief Secretary First Trust Advisors N/A N/A
Suite 300 Compliance and CCO L.P. and First Trust
Lisle, IL 60532 Officer ("CCO") Since 2004 Portfolios L.P.;
DOB: 5/60 Secretary, BondWave LLC
and Stonebridge Advisors LLC
-13-
Number of
Portfolios in
Term of Office Principal Occupation(s) Fund Complex Other
Name, Address, and Position(s) and Length of during past five Overseen by Directorships
Date of Birth held with Funds Time Served(2),(3) years Trustee Held by Trustee
__________________ _______________ _________________ ______________________ ________________ _______________
Daniel J. Lindquist Vice President Indefinite Senior Vice President,
1001 Warrenville Road Since December First Trust Advisors L.P. N/A N/A
Suite 300 2005 and First Trust Portfolios
Lisle, IL 60532 L.P. (September 2005 to
DOB: 2/70 Present); Vice President,
First Trust Advisors L.P.
and First Trust Portfolios
L.P. (April 2004 to
September 2005); 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)
Kristi A. Maher Assistant Indefinite Assistant General Counsel, N/A N/A
1001 Warrenville Road Secretary Since 2004 First Trust Advisors L.P.
Suite 300 and First Trust Portfolios
Lisle, IL 60532 L.P. (March 2004 to
DOB: 12/66 present); Associate,
Chapman and Cutler LLP
(1995-2004)
(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 have previously been elected by shareholders for a one-year term.
On December 10, 2006, each Fund's Nominating and Governance Committee and Board
approved the implementation of a staggered Board, which required certain
amendments to each Fund's By-Laws. If proposal 1 is approved by shareholders,
Robert F. Keith, as a Class I Trustee, would serve a one-year term for the
Funds, Richard E. Erickson and Thomas R. Kadlec, as Class II Trustees, would
each serve a two-year term for the Funds, and James A. Bowen and Niel B.
Nielson, as Class III Trustees, would each serve a three-year term for the
Funds. Officers of the Funds have an indefinite term.
(3) All Trustees and officers, except for Robert F. Keith, Daniel J. Lindquist,
James M. Dykas, Kelley Christensen and Christopher Fallow, were elected in
2005 for First Trust/FIDAC Mortgage Income Fund and First Trust Strategic High
Income Fund. All Trustees and officers, except for Robert F. Keith, Kelley
Christensen and Christopher Fallow, were elected in 2006 for First Trust
Strategic High Income Fund II, First Trust Tax-Advantaged Preferred Income
Fund and First Trust/Aberdeen Emerging Opportunity Fund, and in 2004 for the
other Funds. Robert F. Keith was appointed to each Fund's Board by the
Trustees on June 12, 2006. Daniel J. Lindquist and James M. Dykas were elected
Vice President and Assistant Treasurer, respectively, of all funds in the
First Trust Fund Complex, including the Funds, on December 12, 2005. Kelley
Christensen was elected Vice President of all funds in the First Trust Fund
Complex, including the Funds, on December 10, 2006. Christopher Fallow was
elected Assistant Vice President of the Funds on December 10, 2006.
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) 100 Fund,
First Trust/Four Corners Senior Floating Rate Income 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 twelve operating portfolios
advised by First Trust Advisors.
Messrs. Bowen, Erickson, Kadlec and Nielson are Trustees of First
Defined Portfolio Fund, LLC; Messrs. Bowen, Erickson, Kadlec, Keith and Nielson
are Trustees of First Trust Value Line(R) 100 Fund, First Trust/Four Corners
Senior Floating Rate Income 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, general partner or employee of, or consultant to,
First Trust Advisors, First Trust Portfolios L.P., any sub-adviser or any of
-14-
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) 100 Fund, First Trust/Four
Corners Senior Floating Rate Income Fund, First Trust/Four Corners Senior
Floating Rate Income Fund II and First Trust Exchange-Traded Fund, as they hold
with the Funds, except for Christopher Fallow, who is not an officer of First
Defined Portfolio Fund, LLC, First Trust Exchange-Traded Fund, or First Trust
Value Line(R) 100 Fund.
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDS BY EACH NOMINEE FOR ELECTION AS
TRUSTEE
The table on the following page sets forth the dollar range and number
of equity securities beneficially owned by the Trustees in each Fund and the
total of all funds in the First Trust Fund Complex, including the Funds, as of
December 31, 2006:
-15-
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND (NUMBER OF SHARES HELD)
Interested Independent
Trustee Trustees
__________ ____________
James A. Richard E. Thomas R. Robert F. Niel B.
Bowen Erickson Kadlec Keith Nielson
Fund
_____
MACQUARIE/FIRST TRUST
GLOBAL INFRASTRUCTURE/ $0 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $1-$10,000
UTILITIES DIVIDEND &
INCOME FUND
(0 Shares) (254 Shares) (800 Shares) (1,220 Shares) (225 Shares)
ENERGY INCOME AND GROWTH
FUND $0 $1-$10,000 $10,001-$50,000 $0 $1-$10,000
(0 Shares) (288 Shares) (700 Shares) (0 Shares) (300 Shares)
FIRST TRUST/ FIDUCIARY
ASSET MANAGEMENT COVERED $0 $1-$10,000 $10,001-$50,000 $0 $1-$10,000
CALL FUND
(0 Shares) (230 Shares) (850 Shares) (0 Shares) (229 Shares)
FIRST TRUST/ABERDEEN
GLOBAL OPPORTUNITY $10,001-$50,000 $1-$10,000 $10,001-$50,000 $10,001-$50,000 $1-$10,000
INCOME FUND
(750 Shares) (467 Shares) (850 Shares) (2,023 Shares) (220 Shares)
FIRST TRUST/FIDAC
MORTGAGE INCOME FUND $0 $0 $10,001-$50,000 $0 $1-$10,000
(0 Shares) (0 Shares) (650 Shares) (0 Shares) (302 Shares)
FIRST TRUST STRATEGIC
HIGH INCOME FUND $10,001-$50,000 $0 $0 $0 $1-$10,000
(1,000 Shares) (0 Shares) (0 Shares) (0 Shares) (304 Shares)
FIRST TRUST STRATEGIC
HIGH INCOME FUND II $0 $0 $0 $0 $1-$10,000
(0 Shares) (0 Shares) (0 Shares) (0 Shares) (304 Shares)
FIRST TRUST TAX-ADVANTAGED
PREFERRED INCOME FUND $0 $0 $0 $0 $0
(0 Shares) (0 Shares) (0 Shares) (0 Shares) (0 Shares)
FIRST TRUST/ABERDEEN
EMERGING OPPORTUNITY FUND $0 $0 $0 $0 $0
(0 Shares) (0 Shares) (0 Shares) (0 Shares) (0 Shares)
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL Over $100,000 $50,001-$100,000 Over $100,000 Over $100,000 $50,001-$100,000
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
TRUSTEE IN FUND COMPLEX
(NUMBER OF SHARES HELD) (11,750 Shares) (4,367 Shares) (9,249 Shares) (5,418 Shares) (2,835 Shares)
-16-
As of December 31, 2006, the Independent Trustees and their immediate
family members did not own, beneficially or of record, any class of securities
of First Trust Advisors or any sub-adviser or principal underwriter of the Funds
or any person, other than a registered investment company, directly or
indirectly controlling, controlled by, or under common control with First Trust
Advisors or any sub-adviser or principal underwriter of the Funds, nor, since
the beginning of the most recently completed fiscal year of any Fund, did any
Independent Trustee purchase or sell securities of First Trust Advisors, any
sub-adviser or their parents or subsidiaries.
James A. Bowen sold three limited partnership units of Grace Partners of
DuPage L.P., the limited partner of First Trust Advisors, on May 31, 2006 for a
price of $750,000 per unit.
As of March 1, 2007, Sit Investment Associates, Inc. owned 21.86% and
Wachovia Corporation owned 7.63% of Common Shares of First Trust/FIDAC Mortgage
Income Fund. Other than these two shareholders, First Trust/FIDAC Mortgage
Income Fund knows of no person who owns beneficially or of record 5% or more of
the Fund's Shares. As of March 1, 2007, the Funds, other than First Trust/
FIDAC Mortgage Income Fund, know of no person who owns beneficially or of
record 5% or more of each Fund's Shares.
As of December 31, 2006, the Trustees and Fund officers as a group
beneficially owned 34,119 shares of the funds in the First Trust Fund Complex
(less than 1% of the shares outstanding). As of December 31, 2006, the Trustees
and Fund 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:
COMMON SHARES PREFERRED
FUND OWNED SHARES OWNED
Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund 2,499 N/A
Energy Income and Growth Fund 1,288 N/A
First Trust/Fiduciary Asset Management Covered Call Fund 1,309 N/A
First Trust/Aberdeen Global Opportunity Income Fund 4,310 N/A
First Trust/FIDAC Mortgage Income Fund 952 N/A
First Trust Strategic High Income Fund 1,304 N/A
First Trust Strategic High Income Fund II 304 N/A
First Trust Tax-Advantaged Preferred Income Fund 0 0
First Trust/Aberdeen Emerging Opportunity Fund 0 N/A
COMPENSATION
Effective January 1, 2007, the Trustees approved a revised compensation
plan. Under the revised plan, each Trustee who is not an officer or employee of
First Trust Advisors, any sub-adviser or any of their affiliates is paid an
annual retainer of $10,000 per investment company for the first 14 investment
companies in the First Trust Fund Complex and an annual retainer of $7,500 per
investment company for each subsequent investment company added to the First
Trust Fund Complex. The annual retainer is allocated equally among each of the
investment companies. No additional meeting fees are paid in connection with
board or committee meetings. Additionally, Mr. Kadlec is paid $10,000 annually
to serve as the Lead Trustee and Mr. Nielson is paid $5,000 annually to serve as
-17-
Chairman of the Audit Committee, with such compensation paid by the funds in the
First Trust Fund Complex and divided among those funds. Trustees are also
reimbursed by the investment companies 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, 2007, each Fund paid 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
included compensation for all board and committee meetings. The Board of
Trustees of First Trust/FIDAC Mortgage Income Fund held seven meetings, the
Board of Trustees of First Trust Strategic High Income Fund held eight meetings,
the Board of Trustees of First Trust Strategic High Income Fund II held seven
meetings and the Board of Trustees of First Trust Tax-Advantaged Preferred
Income Fund held five meetings during the fiscal year ended October 31, 2006.
The Board of Trustees of Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund held eight meetings and the Board of Trustees of Energy
Income and Growth Fund held seven meetings during the fiscal year ended November
30, 2006. The Board of Trustees of First Trust/Fiduciary Asset Management
Covered Call Fund, First Trust/Aberdeen Global Opportunity Income Fund and First
Trust/Aberdeen Emerging Opportunity Fund held eight meetings, eight meetings and
five meetings, respectively, during the fiscal year ended December 31, 2006.
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
____ ____________________
Macquarie/First Trust Global Infrastructure/Utilities Dividend & $20,554
Income Fund (1)
Energy Income and Growth Fund $35,640
First Trust/Fiduciary Asset Management Covered Call Fund $38,382
First Trust/Aberdeen Global Opportunity Income Fund $38,629
First Trust/FIDAC Mortgage Income Fund $35,353
First Trust Strategic High Income Fund $35,546
First Trust Strategic High Income Fund II (2) $20,446
First Trust Tax-Advantaged Preferred Income Fund (2) $10,041
First Trust/Aberdeen Emerging Opportunity Fund (2) $20,045
(1) As a result of the Fund's fiscal year end change from May 31 to November 30,
the aggregate fees and expenses represent the six month period ended November
30, 2006.
(2) Each Fund commenced operations during its respective fiscal year, and, as a
result, aggregate fees and expenses paid to the Trustees, except for Robert F.
Keith who became a Trustee on June 12, 2006, have been estimated to reflect a
full fiscal year.
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.
-18-
AGGREGATE COMPENSATION FOR EACH FUND'S FISCAL YEAR
Interested Independent
Trustee Trustees
__________ ____________
James A. Richard E. Thomas R. Niel B. Robert F.
Bowen Erickson Kadlec Nielson Keith(5)
Fund
_____
MACQUARIE/FIRST TRUST GLOBAL $0 $5,000 $5,349 $5,206 $5,000
INFRASTRUCTURE/UTILITIES
DIVIDEND & INCOME FUND(2)
ENERGY INCOME AND GROWTH $0 $10,038 $10,284 $10,318 $5,000
FUND
FIRST TRUST/ FIDUCIARY $0 $10,000 $10,443 $10,440 $7,500
ASSET MANAGEMENT COVERED
CALL FUND(3)
FIRST TRUST/ABERDEEN GLOBAL $0 $10,000 $10,563 $10,566 $7,500
OPPORTUNITY INCOME FUND(3)
FIRST TRUST/FIDAC $0 $10,038 $10,148 $10,167 $5,000
MORTGAGE INCOME FUND(1)
FIRST TRUST STRATEGIC $0 $10,038 $10,236 $10,272 $5,000
HIGH INCOME FUND(1)
FIRST TRUST STRATEGIC $0 $10,000 $10,000 $10,000 $10,000
HIGH INCOME FUND II (1), (4)
TRUST TAX-ADVANTAGED $0 $10,000 $10,000 $10,000 $10,000
PREFERRED INCOME FUND(1), (4)
FIRST TRUST/ABERDEEN $0 $10,000 $10,000 $10,000 $10,000
EMERGING OPPORTUNITY
FUND(3), (4)
ESTIMATED TOTAL COMPENSATION $0 $140,000 $150,000 $145,000 $130,000
FROM THE FUND COMPLEX(3)
(1) For fiscal year ended October 31, 2006.
(2) As a result of the Fund's fiscal year end change from May 31 to November 30,
the aggregate compensation represents the six month period ended November 30,
2006.
(3) For fiscal year ended December 31, 2006.
(4) Each Fund commenced operations during its respective fiscal year, and as a
result, aggregate fees and expenses paid to the Trustees have been estimated to
reflect payments for the current fiscal year.
(5) Mr. Keith became a Trustee on June 12, 2006.
The total compensation paid to Messrs. Erickson, Kadlec, Keith 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) 100 Fund, First Trust Value Line(R) Dividend
Fund, First Trust/Four Corners Senior Floating Rate 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,
except for Mr. Keith, whose total compensation does not include compensation
from First Defined Portfolio Fund, LLC.
-19-
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, Keith 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 and Mr. Keith serve as Audit Committee Financial Experts.
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 year ended October 31, 2006,
the Audit Committee met five times for First Trust/FIDAC Mortgage Income Fund
and First Trust Strategic High Income Fund, three times for First Trust
Strategic High Income Fund II and two times for First Trust Tax-Advantaged
Preferred Income Fund. For the fiscal year ended November 30, 2006, the Audit
Committee met six times for Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund and Energy Income and Growth
Fund. For the fiscal year ended December 31, 2006, the Audit Committee met seven
times for First Trust/Fiduciary Asset Management Covered Call Fund and First
Trust/Aberdeen Global Opportunity Income Fund and two times for First
Trust/Aberdeen Emerging Opportunity Fund. Each of the Trustees attended all of
the meetings of the Audit Committee of the Board of Trustees of each Fund,
except for Trustee Keith, who was appointed to the Audit Committee on June 12,
2006 and thus attended only those meetings held on June 12, 2006 and thereafter.
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 engagements 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 (the "Charter") that was most
recently reviewed and approved by the Board of Trustees on December 10, 2006, a
copy of which is attached as Exhibit A hereto, and is available on each Fund's
website located at http://www.ftportfolios.com. 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 the independent auditors, Deloitte & Touche, the
audited financial statements of the First Trust/FIDAC Mortgage Income Fund, the
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First Trust Strategic High Income Fund, the First Trust Strategic High Income
Fund II and the First Trust Tax-Advantaged Preferred Income Fund for the fiscal
years ended October 31, 2006 at a meeting held on December 10, 2006; the
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund and
the Energy Income and Growth Fund for the fiscal years ended November 30, 2006
at a meeting held on January 17, 2007; and First Trust/Fiduciary Asset
Management Covered Call Fund, the First Trust/Aberdeen Global Opportunity Income
Fund and the First Trust/Aberdeen Emerging Opportunity Fund for the fiscal years
ended December 31, 2006 at a meeting held on February 21, 2007, 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 Independent
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.
The members of each Fund's Audit Committee are not full-time employees
of the Fund and are not performing the functions of auditors or accountants. As
such, it is not the duty or responsibility of the Audit Committee or its members
to conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of each Fund's
Audit Committee necessarily rely on the information provided to them by Fund
management and the independent auditors. Accordingly, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
each Fund's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the independent auditors are in fact "independent."
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, 2006 in its Annual Report dated October 31, November 30, and December 31,
2006, respectively.
Submitted by the Audit Committee of the Funds:
Richard E. Erickson
Thomas R. Kadlec
Robert F. Keith
Niel B. Nielson
INDEPENDENT AUDITORS' FEES
Deloitte & Touche has been selected to serve as the independent auditors
for First Trust/FIDAC Mortgage Income Fund, First Trust Strategic High Income
Fund, First Trust Strategic High Income Fund II and First Trust Tax-Advantaged
Preferred Income Fund for the fiscal years ending October 31, 2007, for
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund and
Energy Income and Growth Fund for the fiscal years ending November 30, 2007, and
for First Trust/Fiduciary Asset Management Covered Call Fund, First
Trust/Aberdeen Global Opportunity Income Fund and First Trust/Aberdeen Emerging
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Opportunity Fund for the fiscal years ending December 31, 2007. Deloitte &
Touche acted as the independent auditors for First Trust/FIDAC Mortgage Income
Fund, First Trust Strategic High Income Fund, First Trust Strategic High Income
Fund II and First Trust Tax-Advantaged Preferred Income Fund for the fiscal
years ended October 31, 2006, for Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund and Energy Income and Growth
Fund for the fiscal years ended November 30, 2006, and for First Trust/Fiduciary
Asset Management Covered Call Fund, First Trust/Aberdeen Global Opportunity
Income Fund and First Trust/Aberdeen Emerging Opportunity Fund for the fiscal
years ended December 31, 2006. 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 and the Adviser for each Fund's respective fiscal years or periods,
as applicable, ended October 31, November 30 or December 31:
AUDIT RELATED
AUDIT FEES FEES(1) TAX FEES(2) ALL OTHER FEES(3)
2005 2006 2005 2006 2005 2006 2005 2006
Macquarie/First Trust $38,250 $45,000 $8,000 $0 $4,200 $0 $5,867 $0
Global Infrastructure/
Utilities Dividend &
Income Fund(4)
First Trust Advisors(4) N/A N/A $0 $0 $6,175 $0 $84,427 $0
Energy Income and Growth $54,340 $54,750 $0 $0 $50,000 $11,000 $3,264 $451
Fund(5)
First Trust Advisors(5) N/A N/A $0 $0 $6,000 $0 $124,069 $15,808
First Trust/Fiduciary $26,250 $35,000 $0 $0 $4,500 $4,725 $6,592 $840
Asset Management Covered
Call Fund(6)
First Trust Advisors(6) N/A N/A $0 $0 $6,000 $0 $130,569 $9,308
First Trust/Aberdeen $43,000 $40,000 $0 $0 $4,000 $4,200 $8,443 $1,056
Global Opportunity
Income Fund(6)
First Trust Advisors(6) N/A N/A $0 $0 $6,000 $0 $130,569 $9,308
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AUDIT RELATED
AUDIT FEES FEES(1) TAX FEES(2) ALL OTHER FEES(3)
2005 2006 2005 2006 2005 2006 2005 2006
First Trust/FIDAC $15,500 $48,000 $0 $0 $0 $4,000 $0 $1,848
Mortgage Income Fund(7)
First Trust Advisors(7) N/A N/A $0 $0 $0 $0 $0 $77,926
First Trust Strategic $15,500 $48,000 $0 $0 $0 $4,000 $0 $3,300
High Income Fund(7)
First Trust Advisors(7) N/A N/A $0 $0 $0 $0 $0 $77,926
First Trust Strategic N/A $27,000 N/A $0 N/A $0 N/A $390
High Income Fund II(8)
First Trust Advisors(8) N/A N/A N/A $0 N/A $0 N/A $0
First Trust Tax- N/A $35,000 N/A $0 N/A $0 N/A $0
Advantaged Preferred
Income Fund(9)
First Trust Advisors(9) N/A N/A N/A $0 N/A $0 N/A $0
First Trust/Aberdeen N/A $15,500 N/A $0 N/A $0 N/A $0
Emerging Opportunity Fund(10)
First Trust Advisors(10) N/A N/A N/A $0 N/A $0 N/A $0
(1) These fees were for agreed upon procedures relating to coverage
requirements.
(2) These fees were for tax consultation and tax preparation.
(3) These fees were for Canadian tax consultation, compliance consulting services
and AIMR-PPS verification services.
(4) These fees were for the fiscal year ended May 31, 2006 and the six months
ended November 30, 2006.
(5) These fees were for the fiscal years ended November 30.
(6) These fees were for the fiscal years ended December 31.
(7) These fees were for the fiscal years ending October 31.
(8) These fees were for the period since inception on March 28, 2006 through
October 31, 2006.
(9) These fees were for the period since inception on June 27, 2006 through
October 31, 2006.
(10) These fees were for the period since inception on July 14, 2006 through
December 31, 2006.
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Set forth in the table below are the aggregate non-audit fees shown in
the previous table billed by Deloitte & Touche to each Fund and the Adviser for
each Fund's respective fiscal years or periods, as applicable, ended October 31,
November 30 or December 31:
AGGREGATE NON-AUDIT FEES
2005 2006
Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund(1) $10,067 $0
First Trust Advisors(1)
$84,427 $25,000
Energy Income and Growth Fund(2) $53,264 $11,451
First Trust Advisors(2) $130,069 $46,983
First Trust/Fiduciary Asset Management Covered Call Fund(3) $11,092 $5,565
First Trust Advisors(3) $136,569 $34,308
First Trust/Aberdeen Global Opportunity Income Fund(3) $12,443 $5,256
First Trust Advisors(3) $136,569 $34,308
First Trust/FIDAC Mortgage Income Fund(4) $0 $5,848
First Trust Advisors(4) $0 $115,601
First Trust Strategic High Income Fund(4) $0 $7,300
First Trust Advisors(4) $0 $115,601
First Trust Strategic High Income Fund II(5) N/A $390
First Trust Advisors(5) N/A $31,175
First Trust Tax-Advantaged Preferred Income Fund(6) N/A $0
First Trust Advisors(6) N/A $25,000
First Trust/Aberdeen Emerging Opportunity Fund(7) N/A $0
First Trust Advisors(7) N/A $25,000
(1) These fees were for the fiscal year ended May 31, 2006 and the six months
ended November 30, 2006.
(2) These fees were for the fiscal years ended November 30.
(3) These fees were for the fiscal years ended December 31.
(4) These fees were for the fiscal years ending October 31.
(5) These fees were for the period since inception on March 28, 2006 through
October 31, 2006.
(6) These fees were for the period since inception on June 27, 2006 through
October 31, 2006.
(7) These fees were for the period since inception on July 14, 2006 through
December 31, 2006.
Pursuant to its charter and its Audit and Non-Audit Services
Pre-Approval Policy both amended as of December 10, 2006, the Audit Committee of
each Fund is responsible for the pre-approval of all audit services and
permitted non-audit services (including the fees and terms thereof) to be
performed for each Fund by its independent auditors. The Chairman of the Audit
Committee is authorized to give such pre-approvals on behalf of the Audit
Committee up to $25,000 and report any such pre-approval to the full Audit
Committee.
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The Audit Committee is also responsible for the pre-approval of the
independent auditor's engagements for non-audit services with the Funds' Adviser
(not including a sub-adviser whose role is primarily portfolio management and is
sub-contracted or overseen by another investment adviser) and any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to the Funds, if the engagement relates directly to
the operations and financial reporting of the Funds, subject to the de minimis
exceptions for non-audit services described in Rule 2-01 of Regulation S-X. If
the independent auditor has provided non-audit services to the Funds' Adviser
(other than any sub-adviser whose role is primarily portfolio management and is
sub-contracted with or overseen by another investment adviser) and any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to the Funds that were not pre-approved pursuant to
its policies, the Audit Committee will consider whether the provision of such
non-audit services is compatible with the auditor's independence.
None of the Audit Fees, Audit Related Fees, Tax Fees, and All Other Fees
and Aggregate Non-Audit Fees for the Funds and the Adviser disclosed in the
tables previously set forth that were required to be pre-approved by the Audit
Committee pursuant to its pre-approval policies were pre-approved by the Audit
Committee pursuant to the pre-approval exceptions included in Regulation S-X.
The Audit Committee of each Fund has determined that the provision
of non-audit services that were rendered to the Funds' Adviser (not including
any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the Adviser that
provides ongoing services to the Funds that were not pre-approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining the principal accountant's independence.
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, First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II and First
Trust Tax-Advantaged Preferred Income Fund met a total of eleven times, twelve
times, seven times and two times, respectively, during the fiscal year ended
October 31, 2006. The Executive Committee serving as the Dividend and Pricing
Committee for Macquarie/First Trust Global Infrastructure/Utilities Dividend &
Income Fund and Energy Income and Growth Fund met a total of six times and four
times, respectively, during the fiscal year ended November 30, 2006. During the
fiscal year ended December 31, 2006, the Executive Committee serving as the
Dividend and Pricing Committee met a total of four times for First
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Trust/Fiduciary Asset Management Covered Call Fund; thirteen times for First
Trust/Aberdeen Global Opportunity Income Fund; and two times for First Trust
Aberdeen Emerging Opportunity 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 Independent Trustees who are also "independent directors"
within the meaning of the listing standards of the American and New York Stock
Exchanges. Messrs. Erickson, Kadlec, Keith and Nielson are members of the
Committee. 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. During
the fiscal year ended October 31, 2006, the Committee for First Trust/FIDAC
Mortgage Income Fund and First Trust Strategic High Income Fund each met six
times; First Trust Strategic High Income Fund II met four times; and First Trust
Tax-Advantaged Preferred Income Fund met two times. The Committee for
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund and
Energy Income and Growth Fund each met a total of five times during the fiscal
year ended November 30, 2006. During the fiscal year ended December 31, 2006,
the Committee for First Trust/Fiduciary Asset Management Covered Call Fund and
First Trust/Aberdeen Global Opportunity Income Fund each met a total of five
times, and the Committee of First Trust/Aberdeen Emerging Opportunity Fund met a
total of two times.
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 later than the close of business on the forty-fifth
(45th) day nor earlier than the close of business on the sixtieth (60th) day
prior to the first anniversary date of the date of the release of the proxy
statement for the preceding year's annual meeting of shareholders; 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.
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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
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 Chairman 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.
-27-
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
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, Keith and Nielson are members
of the Valuation Committee. The Valuation Committee for First Trust/FIDAC
Mortgage Income Fund, First Trust Strategic High Income Fund, First Trust
Strategic High Income Fund II and First Trust Tax-Advantaged Preferred Income
Fund met a total of four times, four times, three times and two times,
respectively, during the fiscal year ended October 31, 2006. The Valuation
Committee for Macquarie/First Trust Global Infrastructure/Utilities Dividend &
Income Fund and Energy Income and Growth Fund each met a total of four times
during the fiscal year ended November 30, 2006. The Valuation Committee for
First Trust/Fiduciary Asset Management Covered Call Fund, First Trust/Aberdeen
Global Opportunity Income Fund and First Trust/Aberdeen Emerging Opportunity
Fund met a total of four times, four times and two times, respectively, during
the fiscal year ended December 31, 2006.
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
available on each Fund's website located at www.ftportfolios.com. All of the
then-Trustees attended the previous year's annual meeting, if one was held. This
is the first Annual Meeting of Shareholders for First Trust/Aberdeen Emerging
Opportunity Fund, First Trust Strategic High Income Fund II and First Trust
Tax-Advantaged Preferred Income Fund.
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. Four Corners Capital
Management, LLC, 515 South Flower Street, Suite 1600, Los Angeles, California
90071, and Macquarie Fund Adviser, LLC, 125 West 55th Street, New York, New York
10019, serve as the investment sub-advisers to the Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund. 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
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the investment sub-adviser to the First Trust/Aberdeen Global Opportunity Income
Fund and the First Trust/Aberdeen Emerging Opportunity 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. Valhalla Capital Partners, LLC, 501 S. Fourth
Street, 7th Floor, Louisville, Kentucky 40202, serves as the investment
sub-adviser to the First Trust Strategic High Income Fund and the First Trust
Strategic High Income Fund II. Stonebridge Advisors LLC, 187 Danbury Road,
Wilton, Connecticut 06897, serves as the investment sub-adviser to the First
Trust Tax-Advantaged Preferred Income Fund and is an affiliate of First Trust
Advisors L.P.
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,
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, 2006, November 30, 2006 and December 31, 2006, all such filing
requirements applicable to such persons were met except as noted below. On
November 15, 2006, First Trust Advisors made late Form 3 filings for
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income 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, First
Trust Strategic High Income Fund II and First Trust Tax-Advantaged Preferred
Income Fund on behalf of Joseph McDermott. Mr. McDermott became Chief Compliance
Officer of First Trust Advisors on July 10, 2006. Upon discovery of this
oversight, Form 3s were filed on Mr. McDermott's behalf for the Funds on
November 15, 2006. In the late Form 3 filings mentioned above, no person was
purchasing or selling Shares of the Funds.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Joint Annual Meetings of
Shareholders of Macquarie/First Trust Global Infrastructure/Utilities Dividend &
Income 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, First Trust Strategic High Income Fund II, First Trust Tax-Advantaged
Preferred Income Fund and First Trust/Aberdeen Emerging Opportunity Fund to be
held in 2008, a shareholder proposal submitted pursuant to Rule 14a-8 of the
1934 Act must be received at the offices of the applicable Fund at 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532, not later than November 17,
2007.
-29-
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 date of the Funds'
proxy statement released to shareholders for the prior 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, First
Trust Strategic High Income Fund, First Trust Strategic High Income Fund II and
First Trust Tax-Advantaged Preferred Income Fund was October 31, 2006. The
fiscal year end for Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund and Energy Income and Growth Fund was November 30, 2006.
The fiscal year end for First Trust/Fiduciary Asset Management Covered Call
Fund, First Trust/Aberdeen Global Opportunity Income Fund and First
Trust/Aberdeen Emerging Opportunity Fund was December 31, 2006.
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
-30-
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, any meeting of
shareholders may, by action of the Chairman of the meeting, be adjourned without
further notice with respect to one or more matters to be considered at such
meeting to a designated time and place, whether or not a quorum is present with
respect to such matter.
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, 2007
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.
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IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL TO
APPROVE A NEW INDUSTRY CONCENTRATION POLICY FOR FIRST TRUST STRATEGIC HIGH
INCOME FUND AND FIRST TRUST STRATEGIC HIGH INCOME FUND II OR HOW TO VOTE YOUR
SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
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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 or open-end exchange-traded
funds ("ETFs"), each member must meet the independence and experience
requirements of the New York Stock Exchange or the American Stock Exchange or
the NASDAQ Stock Market (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,
A-1
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, but
need not be, the same person as the Funds' "audit committee financial expert."
With respect to Funds that are closed-end funds or ETFs whose shares are listed
on the American Stock Exchange or the NASDAQ Stock Market, 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 and the NASDAQ Stock Market. 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 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 Auditor's 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 Auditor's
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.
A-2
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 Auditor's 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
Auditor's 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 Auditor's 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 Auditor's
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
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
considering 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.
A-3
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,
Audit Committee Communications (which amended SAS No. 61, Communication with
Audit Committees), that arise during the External Auditor's 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
A-4
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:
I. 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.
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.
A-5
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.
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.
A-6
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 AUDITOR'S 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
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
Amended: December 11, 2006
A-7
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[Blank Back Cover]
PROXY CARD
PLEASE FOLD ALONG THE PERFORMATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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Proxy -- FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
--------------------------------------------------------------------------
PROXY SOLICITED BY THE BOARD OF TRUSTEES
ANNUAL MEETING ON APRIL 16, 2007
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 Kristi A. Maher 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 Joint Annual Meetings of Shareholders and Joint Proxy Statement dated March
15, 2007, 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
FIRST TRUST/FIDUCIARY ASSET
MANAGEMENT COVERED CALL FUND
000004
MR. A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
Using a BLACK INK pen, mark your
votes with an X as shown in this
example. Please do not write
outside the designated areas. [X]
--------------------------------------------------------------------------------
Annual Meeting Proxy Card
--------------------------------------------------------------------------------
PLEASE FOLD ALONG THE PERFORMATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
A Proposal -- The Board of Trustees recommends a vote FOR all the nominees
listed.
1. Election of Trustees: For Withhold For Withhold For Withhold
(01) Robert F. Keith [ ] [ ] (02) Richard E. Erickson [ ] [ ] (03) Thomas R. Kadlec [ ] [ ]
Class I (Expiring 2008) Class II (Expiring 2009) Class II (Expiring 2009)
(04) James A. Bowen [ ] [ ] (05) Niel B. Nielson [ ] [ ]
Class III (Expiring 2010) Class III (Expiring 2010)
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.
B Non-Voting Items
Change of Address -- Please print new address below.
Comments -- Please print your comments below.
C Authorized Signatures -- This section must be completed for your vote
to be counted. -- Date and Sign Below
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.
Date (mm/dd/yyyy) -- Please print date below.
____/____/____
Signature 1 -- Please keep signature within the box.
_______________________________________
Signature 2 -- Please keep signature with the box.
________________________________________
C 1234567890 J N T
5 0 B V 0 1 2 6 5 0 1
STOCK# 00ORSC