As filed with the Securities and Exchange Commission on March 18, 2005

===============================================================================
                                                   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 theCommission 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:

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                        ENERGY INCOME AND GROWTH FUND
                       FIRST TRUST VALUE LINE(R) 100 FUND
           FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
             FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND

                            1001 Warrenville Road
                                  Suite 300
                            Lisle, Illinois 60532

                                March 18, 2005

Dear Shareholder:

      The  accompanying  materials  relate to the  Joint  Annual  Meetings  of
Shareholders  (each a "Meeting" and  collectively,  the  "Meetings") of Energy
Income  and  Growth   Fund,   First  Trust   Value   Line(R)  100  Fund,   First
Trust/Fiduciary  Asset Management  Covered Call Fund and First  Trust/Aberdeen
Global Opportunity Income Fund (each a "Fund" and collectively,  the "Funds").
The Meetings will be held at the offices of First Trust  Advisors  L.P.,  1001
Warrenville  Road, Suite 300, Lisle,  Illinois 60532 on April 18, 2005 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.  The  proposal  is
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, 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




                     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





                        ENERGY INCOME AND GROWTH FUND
                       FIRST TRUST VALUE LINE(R) 100 FUND
           FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
             FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND

                            1001 Warrenville Road
                                  Suite 300
                            Lisle, Illinois 60532


               NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
                         To be held on April 18, 2005

March 18, 2005

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 Energy  Income and
Growth Fund,  First Trust Value Line(R) 100 Fund,  First  Trust/Fiduciary  Asset
Management  Covered  Call Fund and  First  Trust/Aberdeen  Global  Opportunity
Income  Fund  (each  a  "Fund"  and   collectively,   the  "Funds"),   each  a
Massachusetts  business  trust,  will be held at the  offices  of First  Trust
Advisors L.P., 1001  Warrenville  Road,  Suite 300,  Lisle,  Illinois 60532 on
April 18, 2005, at 4:00 p.m. Central time, for the following purposes:

      1.    The election of Trustees of each Fund.

      2.    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 14,
2005 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  MEETING  ARE  REQUESTED  TO
PROMPTLY  COMPLETE,  SIGN,  DATE AND  RETURN  THE PROXY  CARD IN THE  ENCLOSED
ENVELOPE WHICH DOES NOT REQUIRE  POSTAGE IF MAILED IN THE  CONTINENTAL  UNITED
STATES.  INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE
INSIDE COVER.
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                        ENERGY INCOME AND GROWTH FUND
                       FIRST TRUST VALUE LINE(R) 100 FUND
           FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND
             FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND

                    JOINT ANNUAL MEETINGS OF SHAREHOLDERS
                                APRIL 18, 2005

                            1001 Warrenville Road
                                  Suite 300
                            Lisle, Illinois 60532

                            JOINT PROXY STATEMENT
                                MARCH 18, 2005


      This  Joint  Proxy   Statement  is  furnished  in  connection  with  the
solicitation  of proxies by the Board of Trustees of Energy  Income and Growth
Fund,  First  Trust  Value  Line(R)  100  Fund,  First   Trust/Fiduciary   Asset
Management  Covered  Call Fund and  First  Trust/Aberdeen  Global  Opportunity
Income  Fund  (each  a  "Fund"  and   collectively,   the  "Funds"),   each  a
Massachusetts  business trust,  for use at the Annual Meetings of Shareholders
of the Funds to be held on April 18, 2005,  at 4:00 p.m.  Central time, at the
offices of First  Trust  Advisors  L.P.,  1001  Warrenville  Road,  Suite 300,
Lisle,  Illinois 60532, and at any adjournments  thereof (each a "Meeting" and
collectively,  the  "Meetings").  A Notice of the  Joint  Annual  Meetings  of
Shareholders and a proxy card accompany this Joint Proxy Statement.  The Board
of  Trustees  of the Funds has  determined  that the use of this  Joint  Proxy
Statement is in the best interests of each Fund and its  shareholders in light
of the same matters being considered and voted on by shareholders.

      Proxy solicitations will be made,  beginning on or about March 18, 2005,
primarily  by mail,  but such  solicitations  may also be made by telephone or
personal  interviews  conducted by officers or  employees of each Fund;  First
Trust Advisors L.P. ("First Trust Advisors" or the "Adviser"),  the investment
adviser of the Funds; and PFPC Inc. ("PFPC"),  the  administrator,  accounting
agent and transfer  agent of the Funds and a subsidiary  of The PNC  Financial
Services  Group  Inc.,  or  any  of  their  affiliates.  The  costs  of  proxy
solicitation and expenses  incurred in connection with the preparation of this
Joint Proxy Statement and its enclosures 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 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 18, 2005.


      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

Page 1

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,  and FOR any other  matters  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.

      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  shares of the Fund.  In the
absence of a quorum,  any lesser number of outstanding shares entitled to vote
present in person or by proxy may adjourn the meeting  from time to time until
a quorum shall be present.  For the purposes of establishing  whether a quorum
is present,  all shares  present and entitled to vote,  including  abstentions
and broker  non-votes  (i.e.,  shares  held by brokers or nominees as to which
(i)  instructions  have not been  received from the  beneficial  owners or the
persons  entitled  to vote  and  (ii)  the  broker  or  nominee  does not have
discretionary voting power on a particular matter), shall be counted.

      The close of business on February  14, 2005 has been fixed as the record
date (the "Record Date") for the  determination  of  shareholders  entitled to
notice of and to vote at the Meetings and all adjournments thereof.

      Each  Fund has one class of shares  of  beneficial  interest,  par value
$0.01 per share,  known as Common  Shares.  On the Record Date,  each Fund had
the following number of shares (the "Shares") outstanding:

                                                                 Common Shares
Fund                                                              Outstanding
-----                                                            ------------
Energy Income and Growth Fund                                       6,434,334
First Trust Value Line(R) 100 Fund                                 17,490,000
First Trust/Fiduciary Asset Management Covered Call Fund           19,780,236
First Trust/Aberdeen Global Opportunity Income Fund                17,365,236

      Common  Shares of Energy  Income and Growth  Fund and First  Trust Value
Line(R) 100 Fund are  listed on the  American  Stock  Exchange  under the ticker
symbols  FEN and FVL,  respectively.  Common  Shares of First  Trust/Fiduciary
Asset   Management   Covered  Call  Fund  and  First   Trust/Aberdeen   Global
Opportunity  Income Fund are listed on the New York Stock  Exchange  under the
ticker symbols FFA and FAM, respectively.

      Shareholders  of record on the Record Date are  entitled to one vote for
each Share the shareholder  owns and a  proportionate  fractional vote for any
fraction of a Share the  shareholder  owns.  To the  knowledge of the Board of
Trustees,  as of February 15, 2005, no single  shareholder or "group" (as that
term is used in  Section  13(d) of the  Securities  Exchange  Act of 1934 (the
"1934  Act"))  beneficially  owned  more  than  5% of any  Fund's  outstanding
Shares.  Information as to beneficial ownership is based on reports filed with
the Securities and Exchange Commission ("SEC") by such holders.

Page 2


     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., on
            April 15, 2005).

Page 3


                       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,  Niel B.  Nielson  and David M.  Oster.  Each  Trustee  has
indicated his  willingness to continue to serve if elected.  If elected,  each
nominee will hold office  until the next annual  meetings of  shareholders  or
until his successor is elected and  qualified,  or until he resigns,  retires,
or is  otherwise  removed.  Each of the  nominees  was  elected to each Fund's
Board  by  the  Fund's   initial   shareholder   on  the   Fund's   respective
organizational  date, except that the Trustees for First Trust Value Line(R) 100
Fund also were elected by  shareholders  at the Fund's  first  annual  meeting
held on April 19, 2004.

      The Trustees,  including those who are not  "interested  persons" of the
Funds  ("Independent  Trustees")  as that term is  defined  in the  Investment
Company  Act of 1940,  as amended  (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.

Page 4


                            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.  No  Independent  Trustee  has ever been a
trustee,  director  or  employee  of,  or  consultant  to,  the  Adviser,  any
sub-adviser  described below under "INVESTMENT  ADVISER AND ADMINISTRATOR," or
any of their  affiliates.  The  Trustees of the Funds set broad  policies  for
each Fund,  choose  each  Fund's  officers,  and hire each  Fund's  investment
adviser and, if applicable,  sub-adviser. The officers of the Funds manage the
day-to-day  operations  and are  responsible  to the Funds' Board of Trustees.
The  following is a list of Trustees and officers of the Funds and a statement
of their present positions,  principal occupations during the past five years,
the number of portfolios each oversees and the other  directorships they hold,
if applicable.


                                                  Board Nominees
                                                 ----------------

                                                Interested Trustee
                                                ------------------




                                                                                               NUMBER OF          
                                                                                               PORTFOLIOS
                                                     TERM OF               PRINCIPAL           IN FUND
                                 POSITION(S)        OFFICE AND           OCCUPATION(S)         COMPLEX             OTHER
   NAME, ADDRESS, AND             HELD WITH         LENGTH OF           DURING PAST FIVE       OVERSEEN        DIRECTORSHIPS
   DATE OF BIRTH                   FUNDS           TIME SERVED(2)           YEARS              BY TRUSTEE      HELD BY TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
 James A. Bowen(1)              President,         1 Year             President, First Trust       20            NONE
 1001 Warrenville Road          Chairman of                           Portfolios L.P. and
 Suite 300                      the Board,                            First Trust Advisors;
 Lisle, IL 60532                Chief              Since 2003         Chairman of the
 DOB: 9/55                      Executive                             Board of Directors,
                                Officer and                           BondWave LLC and
                                Trustee                               Stonebridge Advisors LLC
-----------------------------------------------------------------------------------------------------------------------------------

                                               Independent Trustees
                                               --------------------

 Richard E. Erickson            Trustee            1 Year             Physician,                   20            NONE
 c/o First Trust Advisors L.P.                                        Sportsmed/Wheaton
 1001 Warrenville Road                                                Orthopedics
 Suite 300                                         Since 2003
 Lisle, IL 60532
 DOB: 4/51

-----------------------------------------------------------------------------------------------------------------------------------

 Niel B. Nielson                Trustee
 c/o First Trust Advisors L.P.                     1 Year             President (2002 to           20            Director of Good
 1001 Warrenville Road                                                Present), Covenant                         News Publishers-
 Suite 300                                                            College; Pastor (1997                      Crossway Books;
 Lisle, IL 60532                                   Since 2003         to 2002), College                          Covenant
 DOB: 3/54                                                            Church in Wheaton                          Transport Inc.

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Page 5





                                                                                               NUMBER OF          
                                                                                               PORTFOLIOS
                                                     TERM OF               PRINCIPAL           IN FUND
                                 POSITION(S)        OFFICE AND           OCCUPATION(S)         COMPLEX             OTHER
   NAME, ADDRESS, AND             HELD WITH         LENGTH OF           DURING PAST FIVE       OVERSEEN        DIRECTORSHIPS
   DATE OF BIRTH                   FUNDS           TIME SERVED(2)           YEARS              BY TRUSTEE      HELD BY TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
 Thomas R. Kadlec               Trustee            1 Year             Vice-President, Chief        20            NONE
 c/o First Trust Advisors L.P.                                        Financial Officer
 1001 Warrenville Road                                                (1990 to Present),
 Suite 300                                         Since 2003         ADM Investor
 Lisle, IL 60532                                                      Services, Inc.
 DOB: 11/57                                                           (Futures Commission
                                                                      Merchant); Registered
                                                                      Representative (2000
                                                                      to Present),
                                                                      Segerdahl & Company,
                                                                      Inc., an NASD
                                                                      member (Broker-Dealer)
----------------------------------------------------------------------------------------------------------------------------------

  David M. Oster                Trustee            1 Year             Trader                       9             NONE
  c/o First Trust Advisors L.P.                                       (Self-Employed) (1987
  1001 Warrenville Road                            Since 2003         to Present) (Options
  Suite 300                                                           Trading and Market
  Lisle, IL 60532                                                     Making)
  DOB: 3/64
-----------------------------------------------------------------------------------------------------------------------------------

                                               Officers
                                               --------

                                                                                                            NUMBER OF
                                                                                                         PORTFOLIOS IN
                                                 TERM OF OFFICE(2)           PRINCIPAL                        FUND
      NAME, ADDRESS, AND     POSITION(S) HELD     AND LENGTH OF             OCCUPATION(S)                COMPLEX SERVED
         DATE OF BIRTH        WITH THE FUNDS      TIME SERVED(3)         DURING PAST FIVE YEARS           BY OFFICER
    ---------------------------------------------------------------------------------------------------------------------
    
     Mark R. Bradley         Treasurer,           Indefinite      Chief Financial Officer, Managing            20
     1001 Warrenville Road   Controller,                          Director,
     Suite 300               Chief Financial                      First Trust Portfolios L.P. and
     Lisle, IL 60532         Officer              Since 2003      First Trust Advisors; Chief Financial
     DOB: 11/57              and Chief                            Officer, BondWave LLC and Stonebridge
                             Accounting Officer                   Advisors LLC
    ---------------------------------------------------------------------------------------------------------------------
     Susan M. Brix           Assistant Vice       Indefinite      Representative, First                        20
     1001 Warrenville Road   President                            Trust Portfolios L.P.;
     Suite 300                                                    Assistant Portfolio
     Lisle, IL 60532                              Since 2003      Manager, First Trust
     DOB: 1/60                                                    Advisors
    ---------------------------------------------------------------------------------------------------------------------
     Robert F. Carey         Vice President       Indefinite      Senior Vice President,                       20
     1001 Warrenville Road                                        First Trust Portfolios
     Suite 300                                                    L.P. and First Trust
     Lisle, IL 60532                              Since 2003      Advisors
     DOB: 7/63
    ---------------------------------------------------------------------------------------------------------------------
     W. Scott Jardine        Secretary and        Indefinite      General Counsel,                             20
     1001 Warrenville Road   Chief Compliance                     First Trust Portfolios
     Suite 300               Officer                              L.P. and First Trust
     Lisle, IL 60532                              Since 2003      Advisors; Secretary, BondWave LLC and
     DOB: 5/60                                                    Stonebridge Advisors LLC
    ---------------------------------------------------------------------------------------------------------------------
     Kristi A. Maher         Assistant Secretary  Indefinite      Assistant General Counsel                    20
     1001 Warrenville Road                                        (March 2004 to Present),
     Suite 300                                                    First Trust Portfolios L.P. and First
     Lisle, IL 60532                              Since 2004      Trust Advisors; Associate (1995 to
     DOB: 12/66                                                   March  2004), Chapman and Cutler LLP
    ---------------------------------------------------------------------------------------------------------------------
     Roger Testin            Vice President       Indefinite      Vice President                               20
     1001 Warrenville Road                                        (August 2001 to Present), First Trust
     Suite 300                                                    Advisors;
     Lisle, IL 60532                              Since 2003      Analyst (1998 to 2001), Dolan Capital
     DOB: 6/66                                                    Management
    ---------------------------------------------------------------------------------------------------------------------

   1  Mr.  Bowen is deemed an  "interested  person" of the Funds due to his  position as  President  of First
      Trust Advisors L.P.
   2  Trustees are elected each year by  shareholders  and serve a one-year term until their  successors  are
      elected. Officers of the Funds have an indefinite term.
   3  Officers were elected in 2003 for First Trust Value Line(R)  100 Fund and in 2004 for the other Funds.



Page 6


      In addition to the Funds,  the First Trust Fund Complex  includes  First
Defined  Portfolio  Fund,  LLC,  an  open-end  management  investment  company
advised by First Trust  Advisors with 11  portfolios,  First Trust Value Line(R)
Dividend Fund,  First  Trust/Four  Corners  Senior  Floating Rate Income Fund,
Macquarie/First Trust Global Infrastructure/Utilities  Dividend & Income Fund,
First  Trust  Value  Line(R)  &  Ibbotson  Equity  Allocation  Fund,  and  First
Trust/Four Corners Senior Floating Rate Income Fund II.

      Messrs.  Bowen,  Erickson,  Kadlec and  Nielson  are  trustees  of First
Defined  Portfolio  Fund,  LLC.  Mr.  Kadlec  was  appointed  to the  Board of
Trustees  of First  Defined  Portfolio  Fund,  LLC on March 8,  2004.  Messrs.
Bowen,  Erickson,  Kadlec, Nielson and Oster are Trustees of First Trust Value
Line(R)  Dividend Fund,  First  Trust/Four  Corners Senior  Floating Rate Income
Fund, Macquarie/First Trust Global Infrastructure/Utilities  Dividend & Income
Fund,  First Trust Value Line(R) & Ibbotson  Equity  Allocation  Fund, and First
Trust/Four   Corners  Senior  Floating  Rate  Income  Fund  II.  None  of  the
Independent  Trustees,  nor any of their immediate  family  members,  has ever
been a  director,  officer or  employee  of, or  consultant  to,  First  Trust
Advisors,  First  Trust  Portfolios  L.P.,  any  sub-adviser  or any of  their
affiliates.  In addition, Mr. Bowen, chief executive officer of each Fund, and
the other  officers of the Funds,  hold the same  positions with First Defined
Portfolio Fund, LLC, First Trust Value Line(R) Dividend Fund,  First  Trust/Four
Corners  Senior  Floating  Rate  Income  Fund,  Macquarie/First  Trust  Global
Infrastructure/Utilities  Dividend & Income  Fund,  First  Trust Value Line(R) &
Ibbotson Equity Allocation Fund, and First Trust/Four  Corners Senior Floating
Rate Income Fund II, as they hold with the Funds.

BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDS BY EACH NOMINEE FOR ELECTION 
AS TRUSTEE

The following table sets forth the dollar range and number of equity
securities beneficially owned by the Trustees in each Fund and in other funds in
the First Trust Fund Complex as of December 31, 2004:


     Dollar Range of Equity Securities in the Fund/(Number of Shares Held)
     ---------------------------------------------------------------------




                                                         First Trust/                      Aggregate Dollar Range of
                                                          Fiduciary          First         Equity Securities in All
                                                           Asset        Trust/Aberdeen      Registered Investment
                        Energy Income   First Trust      Management         Global          Companies Overseen by
                        and Growth     Value Line(R)     Covered Call     Opportunity      Trustee in Fund Complex/
 Name of Trustee           Fund          100 Fund           Fund          Income Fund       (Number of Shares Held)
--------------------- --------------- --------------- ---------------- --------------- ------------------------------
                                                                             
James A. Bowen              0         $10,001-$50,000        0               0                 Over $100,000
                                      (2500 Shares)                                            (6750 Shares)

--------------------- --------------- --------------- ---------------- --------------- ------------------------------
Richard E. Erickson     $1-$10,000      $1-$10,000      $1-$10,000       $1-$10,000           $10,001-$50,000
                       (100 Shares)    (301 Shares)    (100 Shares)     (200 Shares)           (1201 Shares)
--------------------- --------------- --------------- ---------------- --------------- ------------------------------
Thomas R. Kadlec            0         $10,001-$50,000        0               0               $50,001-$100,000
                                      (1667 Shares)                                            (4954 Shares)
--------------------- --------------- --------------- ---------------- --------------- ------------------------------
Niel B. Nielson             0           $1-$10,000      $1-$10,000       $1-$10,000           $10,001-$50,000
                                       (203 Shares)    (202 Shares)     (200 Shares)           (1005 Shares)
--------------------- --------------- --------------- ---------------- --------------- ------------------------------
David M. Oster          $1-$10,000    $10,001-$50,000   $1-$10,000       $1-$10,000            Over $100,000
                       (200 Shares)   (1017 Shares)    (200 Shares)     (200 Shares)           (5961 Shares)
--------------------- --------------- --------------- ---------------- --------------- ------------------------------


Page 7


      As of  December  31,  2004,  the  Independent  Trustees of each Fund and
immediate  family  members do not own  beneficially  or of record any class of
securities of an investment adviser,  sub-adviser or principal  underwriter of
the Funds or any person directly or indirectly controlling,  controlled by, or
under common  control with an  investment  adviser,  sub-adviser  or principal
underwriter of the Funds,  nor did any  Independent  Trustee  purchase or sell
securities of First Trust  Advisors,  any  sub-adviser  or their  parents,  or
subsidiaries.

      James  A.  Bowen  purchased  four  limited  partnership  units  of Grace
Partners of DuPage L.P.,  the limited  partner of First Trust  Advisors  L.P.,
from Kimberly  Boyer on or about May 17, 2004 for a purchase price of $500,000
per  unit.  The  units  were  purchased  pursuant  to  exercise  of an  option
previously granted.

      As of  December  31,  2004,  each  Fund  knows  of no  person  who  owns
beneficially or of record 5% or more of any Fund's Shares.  As of December 31,
2004, the Trustees and executive  officers as a group  beneficially  owned the
following  number of Shares of each Fund, which is less than 1% of each Fund's
Shares outstanding.



Fund                                                       Common Shares Owned
-----                                                      -------------------
Energy Income and Growth Fund                                      300
First Trust Value Line(R) 100 Fund                                5688
First Trust/Fiduciary Asset Management Covered Call Fund           502
First Trust/Aberdeen Global Opportunity Income Fund                600

      As of December 31, 2004, the Trustees and executive  officers as a group
beneficially  owned  19,871  shares of funds in the First  Trust Fund  Complex
(less than 1% of the shares outstanding).


COMPENSATION


      Effective  June 7, 2004,  the Trustees  approved a revised  compensation
plan.  Under the  revised  plan,  each Fund  pays each  Trustee  who is not an
officer or employee of First Trust  Advisors,  any sub-adviser or any of their
affiliates an annual retainer of $10,000 which includes  compensation  for all
regular   quarterly  board  meetings  and  regular  committee   meetings.   No
additional  meeting fees are paid in connection  with regular  quarterly board
meetings or regular  committee  meetings.  Additional  fees of $1,000 and $500
are  paid  to   non-interested   Trustees  for  special  board   meetings  and
non-regular  committee  meetings,  respectively.  These  additional  fees  are
shared by the funds in the First Trust Fund  Complex that  participate  in the
particular  meeting and are not per fund fees.  Trustees  are also  reimbursed
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 June 7, 2004,  each
fund  paid  each  Trustee  not  affiliated  with  First  Trust  Advisors,  any
sub-adviser  or any of their  affiliates  an annual fee of $10,000 plus $1,000
as compensation for each board meeting  (in-person or by electronic means) and
$500 per committee meeting  (in-person or by electronic  means) attended.  The
Board of  Trustees of the Energy  Income and Growth  Fund held eight  meetings

Page 8

during the fiscal  year ended  November  30,  2004.  The Board of  Trustees of
First Trust Value Line(R) 100 Fund held six  meetings, the Board of Trustees of
First  Trust/Fiduciary  Asset  Management  Covered Call Fund held six meetings
and the Board of Trustees of First  Trust/Aberdeen  Global  Opportunity Income
Fund held four meetings  during the fiscal year ended December 31, 2004.  Each
of the  Trustees  attended all of the meetings of the Board of Trustees of the
Funds.

      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.




                                                                    Estimated
                                                                    Aggregate           Estimated
                             Estimated                           Compensation(3)        Aggregate
                             Aggregate           Aggregate          From First       Compensation (3)
                          Compensation (3)     Compensation      Trust/Fiduciary    From First Trust/         Total
                            From Energy      From First Trust    Asset Management    Aberdeen Global      Compensation
                         Income and Growth    Value Line(sm) 100    Covered Call        Opportunity        From the Fund
    Name of Trustee           Fund(1)             Fund(2)            Fund(2)          Income Fund(2)       Complex(2)
------------------------ ------------------- ------------------ ------------------- ------------------- ------------------
                                                                                             
 James A. Bowen                    $0                  $0                 $0                  $0                  $0
------------------------ ------------------- ------------------ ------------------- ------------------- ------------------
 Richard E. Erickson          $10,000             $13,767            $10,000             $10,000             $94,750
------------------------ ------------------- ------------------ ------------------- ------------------- ------------------
 Thomas R. Kadlec             $10,000             $13,767            $10,000             $10,000             $88,625
------------------------ ------------------- ------------------ ------------------- ------------------- ------------------
 Niel B. Nielson              $10,000             $13,767            $10,000             $10,000             $94,750
------------------------ ------------------- ------------------ ------------------- ------------------- ------------------
 David M. Oster               $10,000             $13,772            $10,000             $10,000             $78,000
------------------------ ------------------- ------------------ ------------------- ------------------- ------------------

1 For fiscal year ended November 30, 2004.
2 For fiscal year ended December 31, 2004.
3 The  compensation  from  the  Fund has been  annualized  to  reflect  revised
  compensation payable for a full fiscal year.




      The  total   compensation   paid  to  Messrs.   Erickson   and  Nielson,
Independent  Trustees of each fund in the First Trust Fund  Complex,  includes
compensation  for their services as Trustees to First Defined  Portfolio Fund,
LLC, First Trust Value Line(R) Dividend Fund,  First  Trust/Four  Corners Senior
Floating     Rate    Income     Fund,     Macquarie/First     Trust     Global
Infrastructure/Utilities  Dividend & Income  Fund,  First  Trust Value Line(R) &
Ibbotson Equity Allocation Fund, and First Trust/Four  Corners Senior Floating
Rate Income  Fund II and the Funds.  For the fiscal  year ended  December  31,
2004,  Mr. Oster was not a Trustee of First Defined  Portfolio  Fund,  LLC and
accordingly,  his total  compensation was based on compensation  paid by First
Trust Value Line(R)  Dividend Fund,  First  Trust/Four  Corners Senior  Floating
Rate  Income  Fund,  Macquarie/First  Trust  Global   Infrastructure/Utilities
Dividend & Income Fund,  First Trust Value Line(R) & Ibbotson Equity  Allocation
Fund, and First  Trust/Four  Corners  Senior  Floating Rate Income Fund II and
the Funds.  On March 8, 2004,  Mr.  Kadlec was appointed as a Trustee of First
Defined Portfolio Fund, LLC and accordingly,  his total compensation was based
on compensation  paid by First Defined  Portfolio Fund, LLC, First Trust Value
Line(R)  Dividend Fund,  First  Trust/Four  Corners Senior  Floating Rate Income
Fund, Macquarie/First Trust Global Infrastructure/Utilities  Dividend & Income
Fund,  First Trust Value Line(R) & Ibbotson  Equity  Allocation  Fund, and First
Trust/Four Corners Senior Floating Rate Income Fund II and the Funds.

      The  officers  and the  interested  Trustee  of  each  Fund  receive  no
compensation from the Funds for serving in such capacity.

Page 9

                                   COMMITTEES

 AUDIT COMMITTEE


       The  Board  of  Trustees  has an Audit  Committee,  which  consists  of
Messrs. Erickson, Kadlec, Nielson and Oster, all of whom are "independent" as
defined in the listing standards of the American Stock Exchange and the New York
Stock Exchange. 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 independent auditors (subject also
to Board approval). The Audit Committee met four times during the fiscal year
ended November 30, 2004 for the Energy Income and Growth Fund. For the fiscal
year ended December 31, 2004, the Audit Committee met six times for the First
Trust Value Line(R) 100 Fund, four times for the First Trust/Fiduciary Asset
Management Covered Call Fund and two times for the First Trust/Aberdeen Global
Opportunity Income Fund. Each of the Trustees attended all of the meetings of
the Audit Committee of the Board of Trustees of each Fund.

      In carrying out its responsibilities,  the Audit Committee  pre-approves
all audit services for each Fund and permitted  non-audit services  (including
the fees and terms  thereof) to be performed  for each Fund and the Adviser by
Deloitte  &  Touche  LLP  ("Deloitte  &  Touche"),   the  Funds'   independent
registered public accounting firm  ("independent  auditors").  The Chairman of
the Audit  Committee is  authorized  to give such  pre-approvals  on behalf of
the Audit  Committee.  Any  decisions by the  Chairman to grant  pre-approvals
are reported to the full Audit Committee.

 AUDIT COMMITTEE REPORT

      The role of the Audit  Committee  is to assist the Board of  Trustees in
its oversight of each Fund's accounting and financial  reporting process.  The
Audit  Committee  operates  pursuant  to a  Charter  that  was  most  recently
reviewed  and  approved by the Board of Trustees on December  13, 2004, a copy
of which is  attached  as  Exhibit  A  hereto.  As set  forth in the  Charter,
management of each Fund is responsible  for  maintaining  appropriate  systems
for  accounting  and  internal  controls  and the audit  process.  The  Funds'
independent  auditors  are  responsible  for  planning and carrying out proper
audits of the Funds'  financial  statements  and  expressing  an opinion as to
their conformity with accounting  principles  generally accepted in the United
States of America.

     In performing its oversight function, at a meeting held on January 19, 2005
for Energy Income and Growth Fund and at a meeting held on February 22, 2005 for
First  Trust Value  Line(R) 100 Fund,  First  Trust/Fiduciary  Asset  Management
Covered Call Fund and First  Trust/Aberdeen  Global Opportunity Income Fund, the
Audit  Committee  reviewed and discussed with  management and Deloitte & Touche,
the audited  financial  statements  of each Fund 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 of
Auditing Standards No. 61,  Communications  with Audit Committees,  as currently
modified or supplemented. The Audit Committee also received from the independent

Page 10

auditors the written  disclosures and letter required by Independence  Standards
Board  Standard  No.  1,   Independence   Discussions  with  Audit   Committees,
delineating  relationships  between the independent  auditors and each Fund, and
discussed the impact that any such relationships may have on the objectivity and
independence of the independent auditors.

      Members of each Fund's Audit  Committee are not  professionally  engaged
in the  practice of auditing or  accounting  and are not employed by the Funds
for  purposes  of  accounting,   financial   management  or  internal  control
functions.  Moreover,  the Audit Committee relies on, and makes no independent
verification  of, the facts  presented and the  representations  made to it by
Fund  management  and Deloitte & Touche.  Accordingly,  the Audit  Committee's
oversight does not provide an independent  basis to determine that  management
has maintained  appropriate  accounting and/or financial reporting  principles
and  policies,  or  internal  controls  and  procedures,  designed  to  assure
compliance  with  accounting  standards and applicable  laws and  regulations.
Furthermore,  the Audit Committee's  considerations  and discussions  referred
to above do not  provide  assurance  that the  audit of the  Funds'  financial
statements  has  been  carried  out  in  accordance  with  generally  accepted
auditing  standards  or  that  the  financial   statements  are  presented  in
accordance with generally accepted accounting principles.

      Based on its  consideration of the Funds' audited  financial  statements
and the  discussions  referred to above with Fund  management  and  Deloitte &
Touche,  and subject to the  limitations on the  responsibilities  and role of
the Audit  Committee  as set forth in the Charter  and  discussed  above,  the
Audit  Committee  recommended  the inclusion of each Fund's audited  financial
statements in its Annual Report.

      Submitted by the Audit Committee of the Funds:
            Richard E.Erickson 
            Thomas R. Kadlec 
            Niel B. Nielson
            David M. Oster

INDEPENDENT AUDITORS' FEES

      Deloitte  &  Touche  has  been  selected  to  serve  as the  independent
auditors  for  Energy  Income  and  Growth  Fund for the  fiscal  year  ending
November  30, 2005 and for the First  Trust  Value  Line(R) 100 Fund,  the First
Trust/Fiduciary   Asset   Management   Covered   Call   Fund  and  the   First
Trust/Aberdeen  Global  Opportunity  Income  Fund for the fiscal  year  ending
December  31,  2005.  Deloitte  & Touche  acted as  independent  auditors  for
Energy  Income and Growth  Fund for the fiscal  year ended  November  30, 2004
and for the  First  Trust  Value  Line(R) 100  Fund,  the First  Trust/Fiduciary
Asset  Management  Covered  Call  Fund  and the  First  Trust/Aberdeen  Global
Opportunity  Income  Fund  for  the  fiscal  year  ended  December  31,  2004.
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 auditors.  Deloitte & Touche
did note that the trust  account of a Deloitte & Touche  partner  invested  in
First  Trust/Four  Corners  Senior  Floating  Rate  Income  Fund II on May 28,
2004. When notified of the violation,  the position was immediately  divested.
Deloitte & Touche  informed the Audit  Committee  that this  situation did not

Page 11

materially  impact Deloitte & Touche's  independence due to the remediation of
the  transaction  and the  fact  that  the  partner  has no  involvement  with
Deloitte & Touche's  engagement with the Funds or First Trust Advisors.  It is
expected  that  representatives  of  Deloitte & Touche  will be present at the
Meeting to answer any  questions  that may arise.  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 through the fiscal periods noted:




                                                                       Audit Related
                                                        Audit Fees          Fees           Tax Fees      All Other Fees
                                                                                              
---------------------------------------------------- ----------------- ---------------- ---------------- ----------------
First Trust Value Line(R) 100 Fund                       $27,677                $0               $0               $0
(from inception on 6/12/03 to 12/31/03)
---------------------------------------------------- ----------------- ---------------- ---------------- ----------------
First Trust Value Line(R) 100 Fund
(Fiscal Year Ended 12/31/04)                              $9,000                $0               $0               $0
---------------------------------------------------- ----------------- ---------------- ---------------- ----------------
Energy Income and Growth Fund
(from inception on 6/17/04 to 11/30/04)                  $52,000                $0               $0               $0
---------------------------------------------------- ----------------- ---------------- ---------------- ----------------
First Trust/Fiduciary Asset Management Covered 
  Call Fund
(from inception on 8/17/04 to 12/31/04)                  $15,000                $0               $0               $0
---------------------------------------------------- ----------------- ---------------- ---------------- ----------------
First Trust/Aberdeen Global Opportunity Income Fund
(from inception on 11/16/04 to 12/31/04)                 $13,500                $0               $0               $0
---------------------------------------------------- ----------------- ---------------- ---------------- ----------------
First Trust Advisors                                       N/A            $20,4001          $6,0002               $0
(Fiscal Year Ended 12/31/03)
---------------------------------------------------- ----------------- ---------------- ---------------- ----------------
First Trust Advisors
(Fiscal Year Ended 12/31/04)                               N/A               $0             $6,0002               $0
---------------------------------------------------- ----------------- ---------------- ---------------- ----------------

1 These fees were for AIMR-PPS verification services.
2 These fees were for tax return preparation.



All of the services in the table above were pre-approved by the Audit
Committee.


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.

Page 12

The Executive  Committee serving as the Dividend and Pricing Committee for the
Energy  Income and Growth  Fund met a total of three  times  during the fiscal
year ended  November  30, 2004.  For the fiscal year ended  December 31, 2004,
the  Dividend  and Pricing  Committee  met two times for the First Trust Value
Line(R) 100 Fund;  two times for the  First  Trust/Fiduciary  Asset  Management
Covered  Call  Fund;  and  two  times  for  the  First  Trust/Aberdeen  Global
Opportunity Income Fund. Each Fund's Executive  Committee met to authorize the
Funds'  initial  public  offering  of  Shares  as  well as for  each  dividend
declaration.

      Each Fund's  Nominating and Governance  Committee (the  "Committee")  is
composed  entirely of Trustees who are not "interested  persons" (as that term
is defined in the 1940 Act) of each Fund and who are  "independent  directors"
within the  meaning of the  listing  standards  of the  American  and New York
Stock Exchanges.  Messrs.  Erickson,  Kadlec, Nielson and Oster 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.  The  Committee  met one time  during the  fiscal  years
ended November 30, 2004 and December 31, 2004.

      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.
Shareholders  of a Fund who wish to  recommend  a person for  nomination  as a
candidate  for a position on the Fund's Board should mail such  recommendation
to the Fund,  attention W. Scott Jardine,  1001  Warrenville  Road, Suite 300,
Lisle,  Illinois  60532.  Recommendations  must  include (a)  evidence of Fund
ownership  of the  person  or entity  recommending  the  candidate  (if a Fund
shareholder);  (b) a full description of the proposed candidate's  background,
including their education,  experience,  current employment and date of birth;
(c) names and  addresses  of at least three  professional  references  for the
candidate;  (d) information  as to whether  the  candidate  is an  "interested
person"  (as such term is defined in the 1940 Act) and such other  information
that may be considered  to impair the  candidate's  independence;  and (e) any
other  information  that may be helpful to the  Committee  in  evaluating  the
candidate.  If a  recommendation  is received  with  satisfactorily  completed
information  regarding a candidate  during a time when a vacancy exists on the
Board  or   during   such   other   time  as  the   Committee   is   accepting
recommendations,  the  recommendation  will be forwarded to the Chairperson of
the   Committee   and   outside   counsel   to   the   Independent   Trustees.
Recommendations  received  at any other  time will be kept on file  until such
time as the Committee is accepting  recommendations at which point they may be
considered for nomination.

      In recruiting  new trustees,  the Committee  seeks to recruit and retain
qualified independent trustees of high integrity,  whose skills and experience
will enhance the Board's  ability to  effectively  represent  the interests of

Page 13

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 the pricing
procedures  of the Funds.  Messrs.  Erickson,  Kadlec and Oster are members of
the  Valuation  Committee.  The  Valuation  Committee  did not meet during the
fiscal years ended November 30, 2004 and December 31, 2004.


ATTENDANCE AT ANNUAL SHAREHOLDER MEETINGS

      The policy of the Board  relating  to  attendance  by Trustees at annual
meetings of the Funds is contained  in the Funds'  Nominating  and  Governance
Committee   Charter,    which   is   posted   on   the   Funds'   website   at
www.ftportfolios.com.


INVESTMENT ADVISER AND ADMINISTRATOR

      First Trust Advisors L.P.,  1001  Warrenville  Road,  Suite 300,  Lisle,
Illinois  60532,  serves as the Funds'  investment  adviser.  Fiduciary  Asset
Management,  LLC, 8112 Maryland Avenue, Suite 400, St. Louis,  Missouri 63105,
serves as the investment  sub-adviser to the Energy Income and Growth Fund and
the First  Trust/Fiduciary  Asset Management Covered Call Fund. Aberdeen Asset
Management,  Inc.,  300 SE 2nd Street,  Suite 820,  Fort  Lauderdale,  Florida
33301,  serves  as the  investment  sub-adviser  to the  First  Trust/Aberdeen
Global Opportunity Income Fund.

      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.

Page 14

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 and the New York Stock  Exchange 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 all such  filing
requirements applicable to such persons were met, except as described below.

      First  Trust  Advisors  made late Form 3 filings for all of the Funds on
behalf of itself as investment  adviser.  Upon  discovery of this oversight in
November,  2004, Form 3s were filed on behalf of First Trust Advisors for each
of the Funds on December 9, 2004.  In addition,  First Trust  Portfolios  L.P.
also  failed to make the  requisite  Form 3 filing  on  behalf  of the  Energy
Income and Growth Fund, the First  Trust/Fiduciary  Asset  Management  Covered
Call Fund and the First  Trust/Aberdeen  Global  Opportunity Income Fund. Upon
discovery of this  oversight in November,  2004,  Form 3s were filed on behalf
of First  Trust  Portfolios  L.P.  on  December  9, 2004 for these  Funds.  In
addition,  a Form 3 was not  filed  on  time  on  behalf  of  Fiduciary  Asset
Management,  LLC, the  sub-adviser  for the Energy  Income and Growth Fund and
First  Trust/Fiduciary  Asset  Management  Covered Call Fund.  On February 17,
2005,  Form 3s were  filed for the Energy  Income  and  Growth  Fund and First
Trust/Fiduciary  Asset  Management  Covered  Call Fund on behalf of  Fiduciary
Asset  Management,  LLC.  All  of  these  late  Form  3  filings  were  due to
administrative oversight.

      Two Form 4s were filed late on  February  17,  2005 on behalf of Niel B.
Nielson,  a Trustee of the Funds,  for purchases he made on December 21, 2004,
of shares in both First  Trust/Fiduciary  Asset  Management  Covered Call Fund
and First  Trust/Aberdeen  Global Opportunity  Income Fund. In addition,  Form
4's were filed late for all  purchases  of shares of Energy  Income and Growth
Fund and First  Trust/Fiduciary Asset Management Covered Call Fund made during
2004 by Charles D.  Walbrandt,  Chief  Executive  Officer of  Fiduciary  Asset
Management,  LLC. All of these late Form 4 filings were due to  administrative
oversight.


SHAREHOLDER PROPOSALS

      To  be  considered   for   presentation   at  the  annual   meetings  of
shareholders  of  the  Funds  to be  held  in  2006,  a  shareholder  proposal
submitted  pursuant  to Rule  14a-8 of the 1934  Act must be  received  at the
offices of the Funds at 1001  Warrenville  Road,  Suite 300,  Lisle,  Illinois
60532,  not later than  November 18, 2005.  A  shareholder  wishing to provide
notice in the manner  prescribed by Rule  14a-4(c)(1) of a proposal  submitted
outside of the process of Rule 14a-8 must submit  such  written  notice to the
applicable  Fund not later than  February  1,  2006.  Timely  submission  of a
proposal  does  not  mean  that  such  proposal  will be  included  in a proxy
statement.

Page 15

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 the Energy  Income and Growth Fund was  November
30,  2004.  The fiscal year end for the First Trust Value Line(R) 100 Fund,  the
First  Trust/Fiduciary  Asset  Management  Covered  Call  Fund  and the  First
Trust/Aberdeen Global Opportunity Income Fund was December 31, 2004.


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 in certain  circumstances,  only one annual  report or
proxy  statement  may be delivered to two or more  shareholders  of a Fund who
share an address,  unless the Fund has received  instructions to the contrary.
To  request a separate  copy of an annual  report or proxy  statement,  or for
instructions  as to how to request a separate copy of such  documents or as to
how to  request  a  single  copy if  multiple  copies  of such  documents  are
received,  shareholders  should  contact  the Fund at the  address  and  phone
number set forth above.


GENERAL


      A list  of  shareholders  entitled  to be  present  and to  vote  at the
Meeting 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 Meeting.


      Failure  of a quorum  to be  present  at the  Meeting  will  necessitate
adjournment  and will  subject the Funds 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 proposal if
they determine that adjournment and further  solicitation is reasonable and in

Page 16

the  best  interests  of the  shareholders.  Under  each  Fund's  By-Laws,  an
adjournment of a meeting  requires the  affirmative  vote of a majority of the
Shares present in person or represented by proxy at the Meeting.



                   OTHER MATTERS TO COME BEFORE THE MEETING


      No business other than the matters  described  above is expected to come
before  the  Meetings,  but  should  any  other  matter  requiring  a vote  of
shareholders   arise,   including  any  question  as  to  an   adjournment  or
postponement  of a Meeting,  the persons named on the enclosed proxy card will
vote thereon according to their best judgment in the interests of the Funds.


March 18, 2005











-----------------------------------------------------------------------------
 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.
-----------------------------------------------------------------------------

Page 17



                                  EXHIBIT A

                           AUDIT COMMITTEE CHARTER


I.    PURPOSE.

      The Audit  Committee  (the  "Committee")  is  appointed by the Boards of
Trustees (the  "Boards") of  investment  companies  (the  "Funds")  advised by
First Trust Advisors L.P. ("Fund Management") for the following purposes:


      A.    to oversee the  accounting  and financial  reporting  processes of
each  Fund  and its  internal  controls  and,  as the  Audit  Committee  deems
appropriate,  to inquire  into the  internal  controls of certain  third-party
service providers;

      B.    to oversee  the  quality and  integrity  of each Fund's  financial
statements and the independent audit thereof;

      C.    to oversee,  or, as  appropriate,  assist Board oversight of, each
Fund's  compliance with legal and regulatory  requirements  that relate to the
Fund's accounting and financial  reporting,  internal controls and independent
audits; and

      D.    to  approve,  prior to the  appointment,  the  engagement  of each
Fund's  independent  auditor  and,  in  connection  therewith,  to review  and
evaluate  the  qualifications,  independence  and  performance  of the  Fund's
independent auditor.


II.  COMMITTEE ORGANIZATION AND COMPOSITION.


      A.    Size and Membership Requirements

       1.   The Committee shall be composed of at least three members,  all of
whom shall be  trustees  of the Funds.  Each  member of the  Committee,  and a
Committee  chairperson,  shall be appointed by the Board on the recommendation
of the Nominating and Governance Committee.


      2.    Each member of the Committee  shall be independent of the Fund and
must be free of any  relationship  that,  in the  opinion of the Board,  would
interfere  with the exercise of  independent  judgment as a Committee  member.
With respect to the Funds which are  closed-end  funds,  each member must meet
the  independence  and experience  requirements of the New York Stock Exchange
or the  American  Stock  Exchange  (as  applicable),  and  Section  10A of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  and Rule
10A-3   thereunder,   and  other  applicable  rules  and  regulations  of  the
Securities and Exchange Commission  ("SEC").  Included in the foregoing is the
requirement  that no member of the Committee be an "interested  person" of the
Funds within the meaning of Section 2(a)(19) of the Investment  Company Act of
1940,  as amended (the "1940 Act"),  nor shall any  Committee  member  accept,
directly or indirectly,  any consulting,  advisory or other  compensatory  fee
from the Funds (except in the capacity as a Board or committee member).


      3.    At least one member of the Committee shall have been determined
by the Board, exercising its business judgment, to qualify as an "audit
committee financial expert" as defined by the SEC.

                                        A-1

      4.    With respect to Funds that are  closed-end  funds whose shares are
listed on the New York Stock  Exchange,  each  member of the  Committee  shall
have been  determined by the Board,  exercising its business  judgment,  to be
"financially  literate"  as  required  by the  New  York  Stock  Exchange.  In
addition,  at least one member of the Committee  shall have been determined by
the Board,  exercising its business judgment, to have "accounting or financial
management  expertise,"  as  required  by the New York  Stock  Exchange.  Such
member may,  but need not be, the same person as the Funds'  "audit  committee
financial  expert."  With  respect to Funds that are  closed-end  funds  whose
shares  are  listed  on  the  American  Stock  Exchange,  each  member  of the
Committee  shall  be  able  to  read  and  understand   fundamental  financial
statements,  including a Fund's balance sheet,  income statement and cash flow
statement.  In addition,  at least one member of the Committee shall have been
determined by the Board,  exercising its business judgment, to be "financially
sophisticated,"  as required by the  American  Stock  Exchange.  A member whom
the Board  determines  to be the Fund's  "audit  committee  financial  expert"
shall be presumed to qualify as financially sophisticated.

      5.    With  respect  to  Funds  that  are  closed-end  funds,  Committee
members  shall not serve  simultaneously  on the audit  committee of more than
two 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

                                        A-2

between  the  audit  team  and the  audit  firm's  national  office  regarding
auditing or accounting  issues  presented by the  engagement,  any significant
changes   required  from  the  originally   planned  audit  programs  and  any
adjustments to the financial statements recommended by the External Auditors.

      3.    The Committee shall meet with the External Auditors in the
absence of Fund Management, as necessary.

      4.    The Committee  shall  pre-approve all audit services and permitted
non-audit services  (including the fees and terms thereof) to be performed for
the  Fund  by  its  External  Auditors.  The  Chairman  of  the  Committee  is
authorized to give such  pre-approvals  on behalf of the Committee,  and shall
report any such pre-approval to the full Committee.

      5.    The   Committee   shall   pre-approve   the   External   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.


                                        A-3

        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.


      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 review and discuss with Fund  Management and
 the External Auditors the annual audited  financial  statements and periodic
 financial  statements of the Funds,  major issues  regarding  accounting and
 auditing  principles  and  practices,  and the Funds'  disclosures  in their
 periodic reports 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

                                        A-4

External Auditors (a) significant  financial reporting issues and judgments made
in connection  with the preparation  and  presentation  of the Funds'  financial
statements,  including  any  significant  changes  in the  Funds'  selection  or
application of accounting  principles and any major issues as to the adequacy of
the Funds'  internal  controls and any special  audit steps  adopted in light of
material control  deficiencies,  and (b) analyses prepared by Fund Management or
the External Auditors setting forth significant  financial  reporting issues and
judgments made in connection with the  preparation of the financial  statements,
including  analyses of the effects of alternative  GAAP methods on the financial
statements.


       6.    The Committee shall review and discuss with management and the
External  Auditors the effect of regulatory  and  accounting  initiatives on the
Funds' financial statements.


       7.   The Committee  shall discuss with Fund Management the Funds' press
releases  regarding  financial  results  and  dividends,  as well  as  financial
information and earnings guidance provided to analysts and rating agencies. This
discussion  may be  done  generally,  consisting  of  discussing  the  types  of
information  to be  disclosed  and the types of  presentations  to be made.  The
Chairman of the Committee  shall be authorized  to have these  discussions  with
Fund  Management on behalf of the  Committee,  and shall report to the Committee
regarding any such discussions.

        8.    The  Committee  shall  discuss  with Fund  Management  the Funds' 
major  financial  risk  exposures  and the steps  Fund  Management  has taken to
monitor and control these  exposures,  including the Funds' risk  assessment and
risk  management  policies and guidelines.  In fulfilling its obligations  under
this paragraph, the Committee may, as applicable, review in a general manner the
processes  other Board  committees have in place with respect to risk assessment
and risk management.


       C.    With respect to serving as a Qualified Legal Compliance Committee:

       1.    The Committee shall serve as the Funds' "qualified legal
 compliance committee" ("QLCC") within the meaning of the rules of the SEC
 and, in that regard, the following shall apply.

       i.   The Committee  shall receive and retain,  in  confidence,  reports
 of evidence of (a) a  material  violation of any federal or state  securities
 laws,  (b) a  material  breach of a fiduciary  duty arising under any federal
 or state laws or (c) a  similar  material  violation  of any federal or state
 law by a Fund  or any of its  officers,  trustees,  employees  or  agents  (a
 "Report  of  Material  Violation").  Reports  of  Material  Violation  may be
 addressed  to the Funds,  attention W. Scott  Jardine,  at the address of the
 principal  offices of the Funds,  which currently is 1001  Warrenville  Road,
 Suite 300, Lisle,  Illinois  60532,  who shall forward the Report of Material
 Violation to the Committee.

       ii.  Upon  receipt of a Report of  Material  Violation,  the  Committee
 shall (a) inform the Fund's chief legal officer and chief  executive  officer
 (or the equivalents  thereof) of the report (unless the Committee  determines
 it would be futile to do so), and (b) determine  whether an  investigation is
 necessary.

      iii.  After considering the Report of a Material Violation, the
Committee shall do the following if it deems an investigation necessary:

                                        A-5


   o     Notify the full Board;

   o     Initiate an investigation, which may be conducted either by the chief
         legal officer (or the equivalent thereof) of the Fund or
         by outside attorneys; and

   o     Retain such additional expert personnel as the Committee deems
         necessary.


      iv.   At the conclusion of any such investigation, the
Committee shall:

   o     Recommend, by majority vote, that the Fund implement an appropriate
         response to evidence of a material violation; and

   o     Inform the chief legal officer and the chief executive officer (or the
         equivalents  thereof)  and the Board of the  results of any
         such  investigation  and the appropriate  remedial measures
         to be adopted.

      2.    The   Committee   shall  take  all  other  action  that  it  deems
appropriate  in the  event  that the Fund  fails in any  material  respect  to
implement  an  appropriate  response  that the  Committee,  as the  QLCC,  has
recommended the Fund take.


      D.     Other Responsibilities:

       1.   The  Committee  shall  receive,   retain  and  handle   complaints
received by the Funds regarding  accounting,  internal accounting controls, or
auditing  matters from any person,  whether or not an employee of the Funds or
Fund  Management,   and  shall  receive   submissions  of  concerns  regarding
questionable  accounting  or auditing  matters by  employees  of the Funds and
Fund Management,  administrator,  principal underwriter, or any other provider
of  accounting-related  services  for  the  Funds.  All  such  complaints  and
concerns shall be handled in accordance  with the  Committee's  procedures for
operating as a QLCC, outlined in III.C above.

      2.    The  Committee  shall  review,  with fund counsel and  independent
legal  counsel,  any legal matters that could have  significant  impact on the
Fund's  financial  statements or  compliance  policies and the findings of any
examination  by a  regulatory  agency as they  relate to  financial  statement
matters.

       3.   The  Committee  shall  review and  reassess  the  adequacy of this
 charter on an annual basis,  if necessary,  and provide a  recommendation  to
 the  Board  for  approval  of  any  proposed   changes  deemed  necessary  or
 advisable by the Committee.

       4.    The Committee  shall evaluate on an annual basis the  performance
 of the Committee.

       5.    The  Committee  shall review with the External  Auditors and with
 Fund  Management  the  adequacy  and  effectiveness  of the  Funds'  internal
 accounting and financial controls.

                                        A-6

       6.   The  Committee   shall  discuss  with  Fund   Management  and  the
 External  Auditors  any   correspondence   with  regulators  or  governmental
 agencies  that  raise  material   issues   regarding  the  Funds'   financial
 statements or accounting policies.

       7.   The Committee  shall obtain any reports from Fund  Management with
 respect to the Funds'  policies  and  procedures  regarding  compliance  with
 applicable  laws and  regulations.  The Committee shall perform other special
 reviews,  investigations  or  oversight  functions  as requested by the Board
 and  shall  receive  and  review   periodic  or  special  reports  issued  on
 exposure/controls, irregularities and control failures related to the Funds.

      8.    The Committee shall prepare any report of the Committee  required
to be included in a proxy statement for a Fund.

      9.    The  Committee  may  request any officer or employee of a Fund or
Fund  Management,  independent  legal counsel,  fund counsel and the External
Auditors  to attend a meeting of the  Committee  or to meet with any  members
of, or consultants to, the Committee.

      10.   The Committee shall maintain minutes of its meetings.

      11.   The  Committee  shall  perform such other  functions and have such
powers  as  may be  necessary  or  appropriate  in the  efficient  and  lawful
discharge of its responsibilities.


IV.   AUTHORITY TO ENGAGE ADVISERS.


      The Committee may engage independent  counsel and other advisers,  as it
determines  necessary to carry out its duties.  The Funds'  External  Auditors
shall have unrestricted accessibility at any time to Committee members.


V.    FUNDING PROVISIONS.

       A.   The Committee shall determine the:

      1.    Compensation  to  any  independent  registered  public  accounting
firm  engaged  for the  purpose of  preparing  or  issuing an audit  report or
performing other audit, review or attest services for a Fund; and

      2.    Compensation to any advisers employed by the Committee.

      B.    The expenses  enumerated  in this Article V and all  necessary and
appropriate  administrative  expenses  of the  Committee  shall be paid by the
applicable Fund or Fund Management.


VI.   MANAGEMENT AND EXTERNAL 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

                                        A-7

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.

                                        A-8

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                                   DETACH HERE                           ZFTF52

                                     PROXY

              FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND

                   PRROXY SOLICITED BY THE BOARD OF TRUSTEES
                        ANNUAL MEETING ON APRIL 18, 2005

The undersigned holder of shares of the First Trust/Fiduciary Asset Management
Covered Call Fund (the "Fund"), a Massachusetts business trust, hereby appoints
W. Scott Jardine, Mark R. Bradley and Eric F. Fess as attorneys and proxies for
the undersigned, with full powers of substitution and revocation, to represent
the undersigned and to vote on behalf of the undersigned all shares of the Fund
that the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Fund (the "Meeting") to be held at the offices of First Trust Advisors
L.P., 1001 Warrenville Road, Suite 300, Lisle, IL 60532, at 10:00 a.m. Central
time on the date indicated above, and any adjournment or adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated March 18, 2005, and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. A majority of the proxies present and acting at the Meeting
in person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.

-----------                                                          -----------
SEE REVERSE                                                          SEE REVERSE
   SIDE            CONTINUED AND TO BE SIGNED ON REVERSE SIDE           SIDE
-----------                                                          -----------




FIRST TRUST/FIDUCIARY
ASSET MANAGEMENT COVERED CALL FUND
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-8586






                                   DETACH HERE                           ZFTV51

[X] Please mark                                                        |   3908
    votes as in                                                        |
    this example.                                                      --------


This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF EACH NOMINEE SET FORTH.

         1. Election of Trustees.

            (01)  James A. Bowen         (04)  Thomas R. Kadlec
            (02)  Richard E. Erickson    (05)  David M. Oster
            (03)  Neil B. Nielson

                  FOR                         WITHHELD
                  ALL    [  ]         [  ]    FROM ALL
               NOMINEES                       NOMINEES


         [  ] _______________________________________
              For all nominees except as noted above


                        Mark box at right if an address change or comment
                        has been noted on the reverse side of this card.    [  ]

                        PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
                        ENCLOSED ENVELOPE.

                        NOTE: Please sign exactly as your name appears on this
                        Proxy. If joint owners, EITHER may sign this Proxy. When
                        signing as attorney, executor, administrator, trustee,
                        guardian or corporate officer, please give full title.


Signature:_______________ Date:_______    Signature:_______________ Date:_______