First Trust Enhanced Equity Income Fund, et al. – ‘N-2MEF’ on 8/26/04

On:  Thursday, 8/26/04, at 8:03pm ET   ·   Effective:  8/26/04   ·   Accession #:  875626-4-1862   ·   File #s:  811-21586, 333-116023, 333-118593

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Registration of Additional Securities   —   Form N-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-2MEF      Registration of Additional Securities                 14±    56K 

Document Table of Contents

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As filed with the Securities and Exchange Commission on August 27, 2004   
=============================================================================== 
                                                1933 Act File No. 333-______
                                                 1940 Act File No. 811-21586

U.S. SECURITIES AND EXCHANGE COMMISSION               
Washington, D.C. 20549                

FORM N-2                

(Check appropriate box or boxes)                                                

[ ]  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    
[ ]  Pre-Effective Amendment No.                                                
[X]  Post-Effective Amendment No. 1                                             

and                                                                             

[ ]  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            
[X]  Amendment No. 4                                                            

First Trust/Fiduciary Asset Management Covered Call Fund
 Exact Name of Registrant as Specified in Declaration of Trust

 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532
 Address of Principal Executive Offices (Number, Street, City,
State, Zip Code)

(630) 241-4141
Registrant's Telephone Number, including Area Code

W. Scott Jardine, Esq.
 First Trust Portfolios L.P.
1001 Warrenville Road, Suite 300
 Lisle, Illinois 60532

Name and Address (Number, Street, City, State, Zip Code) of Agent for Service 

Copies of Communications to:                

Eric F. Fess, Esq.                Leonard B. Mackey, Jr., Esq.          
Chapman and Cutler LLP            Clifford Chance US LLP                
111 West Monroe Street            31 West 52nd Street                   
Chicago, Illinois 60603           New York, New York 10019              

Approximate Date of Proposed Public Offering: As soon as practicable after      
the effective date of this Registration Statement                               

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

If  any  of  the  securities being registered on  this  form  are               
offered on a delayed or continuous basis in reliance on Rule  415               
under  the Securities Act of 1933, other than securities  offered               
in  connection  with  a  dividend reinvestment  plan,  check  the               
following box. [ ]                                                              

It is proposed that this filing will become effective (check                    
appropriate box)                                                                

[ ] when declared effective pursuant to section 8(c)                  

[X] This form is filed to register additional securities for an       
offering pursuant to Rule 462(b) under the Securities Act and the               
Securities Act registration statement number of the earlier effective           
registration statement for the same offering is 333-116023.                     

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

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933                

=============================================================================== 

---------------- ------------ ---------------- ---------------- --------------- 
Title of                       Proposed        Proposed                   
Securities        Amount         Maximum         Maximum         Amount of  
 Being           Being      Offering Price      Aggregate     Registration
Registered      Registered      Per Unit      Offering Price       Fee      
---------------- ------------ ---------------- ---------------- --------------- 
Common Shares,    1,275,000       $20.00       $25,500,000(1)    $3,230.85(2) 
$0.01 par value                                                                 
---------------- ------------ ---------------- ---------------- --------------- 

(1)  Estimated  solely  for  the  purpose  of  calculating  the                 
registration fee.                                                     
(2)  All of which may be purchased pursuant to an over-allotment                
option of 1,275,000 shares granted by the Registrant to the           
Underwriters.                                                         

EXPLANATORY NOTE      

This Registration Statement is being filed pursuant to Rule 462(b)    
under the Securities Act of 1933, as amended. The contents of the               
Registration Statement on Form N-2 (Reg. No. 333- 116023) filed by First        
Trust/Fiduciary Asset Management Covered Call Fund (the "Registrant") with      
the Securities and Exchange Commission, declared effective August 26, 2004,     
are incorporated herein by reference. On August 26, 2004, the Registrant        
registered 20,000,000 common shares in Pre-Effective Amendment No. 3 to the     
Registrant's Registration Statement filed on Form N-2. When the common          
shares previously registered are combined with the common shares registered     
herein, the total number of shares registered by the Registrant is              
21,275,000 shares.                                                              

=================================================================               

-2-         

PART C - OTHER INFORMATION                

Item 24: Financial Statements and Exhibits                                      

1.  Financial Statements:                                                       

Registrant has not conducted any business as of the date  of          
this  filing,  other  than in connection with  its  organization.               
Financial Statements indicating that the Registrant has  met  the               
net  worth  requirements of Section 14(a) of the  1940  Act  were               
filed  with  Pre-effective Amendment No. 3  to  the  Registration               
Statement of the Registrant.                                                    

2.  Exhibits:                                                                   

a.   Amended and Restated Declaration of Trust dated May 26, 2004. (1)          

b.   By-Laws of Registrant as amended May 26, 2004.  (1)                        

c.   None.                                                                      

d.   Form of Share Certificate. (2)                                             

e.   Terms and Conditions of the Dividend Reinvestment Plan. (2)                

f.   None.                                                                      

g.1  Form of Investment Management Agreement between Registrant                 
and First Trust Advisors L.P. (2)                                               

g.2  Form of Sub-Advisory Agreement between Registrant, First                   
Trust Advisors L.P. and Fiduciary Asset Management, LLC. (2)                    

h.1  Form of Purchase Agreement. (2)                                            

i.   None.                                                                      

j.   Form of Custodian Services Agreement between Registrant and                
PFPC Trust Company. (2)                                                         

k.1  Form of Transfer Agency Services Agreement between                         
Registrant and PFPC Inc.  (2)                                                   

k.2  Form of Administration and Accounting Services Agreement.(2)               

l.1  Opinion and consent of Chapman and Cutler LLP. (2)                         

l.2  Opinion and consent of Bingham McCutchen LLP. (2)                          

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m.   None.                                                                      

n.   Consent of Independent Registered Public Accounting Firm.(2)               

o.   None.                                                                      

p.  Subscription Agreement between Registrant and First Trust                   
Portfolios, L.P. (2)                                                            

q.   None.                                                                      

r.1  Code of Ethics of Registrant. (2)                                          

r.2  Code of Ethics of First Trust Portfolios L.P. (2)                          

r.3  Code of Ethics of First Trust Advisors L.P.(2)                             

r.4  Code of Ethics of Fiduciary Asset Management, LLC. (2)                     

s.   Powers of Attorney. (2)                                                    
-------------------                                                             
(1)  Filed on May 28, 2004 in Registrant's Registration Statement               
of Form N-2 (File No. 333-116023) and incorporated herein by                    
reference.                                                                      
(2)  Filed on August 26, 2004 in Registrant's Registration                      
Statement of Form N-2 (File No. 333-116023) and incorporated                    
herein by reference.                                                            

Item 25: Marketing Arrangements                                                 

Reference is made to the Form of Purchase Agreement among the Registrant,       
First Trust Advisors L.P., Fiduciary Asset Management, LLC and the              
Underwriters for the Registrant's common shares of beneficial interest as       
filed herewith as exhibit h.1.                                                  

-2- 

Item 26: Other Expenses of Issuance and Distribution                            

------------------------------------------------------------ ------------------ 
Securities and Exchange Commission Fees                      $ 53,910.85        
------------------------------------------------------------ ------------------ 
National Association of Securities Dealers, Inc. Fees          55,500.00        
------------------------------------------------------------ ------------------ 
Printing and Engraving Expenses                               228,528.00        
------------------------------------------------------------ ------------------ 
Legal Fees                                                    200,000.00        
------------------------------------------------------------ ------------------ 
Listing Fees                                                   40,000.00        
------------------------------------------------------------ ------------------ 
Accounting Expenses                                            10,500.00        
------------------------------------------------------------ ------------------ 
Blue Sky Filing Fees and Expenses                                   0.00        
------------------------------------------------------------ ------------------ 
Miscellaneous Expenses                                        168,900.00        
------------------------------------------------------------ ------------------ 
Total                                                        $757,338.85        
------------------------------------------------------------ ------------------ 
---------                                                                       

Item 27: Persons Controlled by or under Common Control with Registrant          

Not applicable.                                                       

Item 28: Number of Holders of Securities                                        

------------------------------------------- -----------------------------       
Title of Class                              Number of Record Holders            
------------------------------------------- -----------------------------       
Common Shares, $0.01 par value              1                                   
------------------------------------------- -----------------------------       

-3-   

Item 29: Indemnification                                                        

Section  5.3 of the Registrant's Amended and Restated Declaration               
of Trust provides as follows:                                                   

(a)   Subject to the exceptions and limitations contained  in           
paragraph (b) below:                                                            

(i)   every person who is or has been a Trustee or          
officer  of  the Trust (hereinafter referred  to  as  a               
"Covered  Person") shall be indemnified  by  the  Trust               
against   all   liability  and  against  all   expenses               
reasonably incurred or paid by him or her in connection               
with  any  claim, action, suit or proceeding  in  which               
that   individual  becomes  involved  as  a  party   or               
otherwise  by virtue of being or having been a  Trustee               
or officer and against amounts paid or incurred by that               
individual in the settlement thereof; and                             

(ii)    the  words  "claim,"  "action,"  "suit"  or           
"proceeding" shall apply to all claims, actions,  suits               
or  proceedings  (civil,  criminal,  administrative  or               
other,  including appeals), actual or  threatened;  and               
the  words  "liability" and "expenses"  shall  include,               
without  limitation, attorneys' fees, costs, judgments,               
amounts  paid  in  settlement  or  compromise,   fines,               
penalties and other liabilities.                                      

(b)   No  indemnification shall be provided  hereunder  to  a           
Covered Person:                                                                 

(i)    against any liability to the Trust  or  the          
Shareholders by reason of a final adjudication  by  the               
court  or  other  body before which the proceeding  was               
brought  that  the  Covered Person engaged  in  willful               
misfeasance,  bad faith, gross negligence  or  reckless               
disregard of the duties involved in the conduct of that               
individual's office;                                                  

(ii)    with respect to any matter as to which  the           
Covered Person shall have been finally adjudicated  not               
to  have  acted in good faith in the reasonable  belief               
that  that individual's action was in the best interest               
of the Trust; or                                                      

(iii)    in  the event of a settlement  involving  a            
payment  by  a Trustee, Trustee Emeritus or officer  or               
other disposition not involving a final adjudication as               
provided in paragraph (b)(i) or (b)(ii) above resulting               
in a payment by a Covered Person, unless there has been               
either a determination that such Covered Person did not               
engage   in  willful  misfeasance,  bad  faith,   gross               
negligence or reckless disregard of the duties involved               
in the conduct of that individual's office by the court               
or   other  body  approving  the  settlement  or  other               
disposition  or  by  a reasonable determination,  based               
upon a review of readily available facts (as opposed to               
a full trial-type inquiry) that that individual did not               
engage in such conduct:                                               

(A)     by  vote  of  a  majority   of   the      
Disinterested Trustees (as defined below) acting on the               
matter  (provided that a majority of the  Disinterested               
Trustees then in office act on the matter); or                        

(B)    by  written opinion of (i)  the  then-     
current  legal  counsel to the  Trustees  who  are  not               
Interested  Persons of the Trust or  (ii)  other  legal               
counsel  chosen  by  a  majority of  the  Disinterested               

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Trustees  (or  if  there are no Disinterested  Trustees               
with  respect to the matter in question, by a  majority               
of  the Trustees who are not Interested Persons of  the               
Trust)  and  determined  by them  in  their  reasonable               
judgment to be independent.                                           

(c)   The  rights of indemnification herein provided  may  be           
insured  against  by policies maintained by the Trust,  shall  be               
severable, shall not affect any other rights to which any Covered               
Person may now or hereafter be entitled, shall continue as  to  a               
person  who has ceased to be a Covered Person and shall inure  to               
the  benefit of the heirs, executors and administrators  of  such               
person.   Nothing  contained herein shall limit  the  Trust  from               
entering  into other insurance arrangements or affect any  rights               
to  indemnification to which Trust personnel,  including  Covered               
Persons, may be entitled by contract or otherwise under law.                    

(d)  Expenses of preparation and presentation of a defense to           
any claim, action, suit, or proceeding of the character described               
in  paragraph  (a) of this Section 5.3 shall be advanced  by  the               
Trust  prior  to  final disposition thereof upon  receipt  of  an               
undertaking by or on behalf of the Covered Person to  repay  such               
amount if it is ultimately determined that the Covered Person  is               
not  entitled to indemnification under this Section 5.3, provided               
that either:                                                                    

(i)   such undertaking is secured by a surety bond          
or  some other appropriate security or the Trust  shall               
be  insured  against losses arising  out  of  any  such               
advances; or                                                          

(ii)    a  majority  of the Disinterested  Trustees           
acting  on the matter (provided that a majority of  the               
Disinterested  Trustees  then  in  office  act  on  the               
matter)  or  legal counsel meeting the  requirement  in               
Section  5.3(b)(iii)(B) above  in  a  written  opinion,               
shall   determine,  based  upon  a  review  of  readily               
available  facts  (as  opposed  to  a  full  trial-type               
inquiry),  that  there is reason to  believe  that  the               
Covered  Person  ultimately will be found  entitled  to               
indemnification.                                                      

As  used in this Section 5.3, a "Disinterested Trustee"               
is  one  (i) who is not an "Interested Person"  of  the               
Trust  (including  anyone who has  been  exempted  from               
being an "Interested Person" by any rule, regulation or               
order of the Commission), and (ii) against whom none of               
such  actions,  suits or other proceedings  or  another               
action, suit or other proceeding on the same or similar               
grounds is then or had been pending.                                  

(e)   With  respect  to  any  such determination  or  opinion           
referred  to in clause (b)(iii) above or clause (d)(ii) above,  a               
rebuttable presumption shall be afforded that the Covered  Person               
has   not  engaged  in  willful  misfeasance,  bad  faith,  gross               
negligence  or reckless disregard of the duties involved  in  the               
conduct  of  such  Covered  Person's office  in  accordance  with               
pronouncements of the Commission.                                               

Section 6 of the Purchase Agreement provides as follows:                        

Section 6  Indemnification.                                                     

(a)  Indemnification of Underwriters.  The Fund and the Advisers,               
jointly and severally, agree to indemnify and hold harmless  each               
Underwriter and each person, if any, who controls any Underwriter               

-5-         

within the meaning of Section 15 of the 1933 Act or Section 20 of               
the 1934 Act, as follows:                                                       

(1)   against any and all loss, liability, claim, damage and          
expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact  
contained in the Registration Statement (or any amendment 
    thereto), including the Rule 430A Information and the Rule 434
     Information, if applicable, or the omission or alleged omission
   therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or
     arising out of any untrue statement or alleged untrue statement
      of a material fact included in any preliminary prospectus or the
 Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact 
     necessary in order to make the statements therein, in the light
      of the circumstances under which they were made, not misleading;

(2)   against any and all loss, liability, claim, damage and          
     expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any       
     investigation or proceeding by any governmental agency or body,
    commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged
     untrue statement or omission; provided that (subject to Section
  6(e) below) any such settlement is effected with the written
consent of the Fund and each Adviser; and                 

(3)   against any and all expense whatsoever, as incurred             
(including the fees and disbursements of counsel chosen by
     Merrill Lynch), reasonably incurred in investigating, preparing
  or defending against any litigation, or any investigation or
 proceeding by any governmental agency or body, commenced or
    threatened, or any claim whatsoever based upon any such untrue
    statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under
(i) or (ii) above;                                        

provided, however, that this indemnity agreement shall not apply                
to any loss, liability, claim, damage or expense to the extent                  
arising out of any untrue statement or omission or alleged untrue               
statement or omission made in reliance upon and in conformity                   
with written information furnished to the Fund or an Adviser by                 
any Underwriter through Merrill Lynch expressly for use in the                  
Registration Statement (or any amendment thereto), including the                
Rule 430A Information and the Rule 434 Information, if                          
applicable, or any preliminary prospectus or the Prospectus (or                 
any amendment or supplement thereto); provided, further, that the               
indemnity agreement contained in this Section 6(a) shall not                    
inure to the benefit of any Underwriter (or to the benefit of any               
person controlling such Underwriter) from whom the person                       
asserting any such loss, liability, claim, damage and expense                   
purchased the Securities which are the subject thereof if the                   
Prospectus corrected any such alleged untrue statement or                       
omission and if such Prospectus was delivered to such Underwriter               
in a timely manner and if such Underwriter failed to send or give               
a copy of the Prospectus to such person at or prior to the                      
written confirmation of the sale of such Securities to such                     
person.                                                                         

(b) Indemnification of the Fund, Advisers, Trustees,                  
Directors and Officers.  Each Underwriter severally agrees to                   
indemnify and hold harmless the Fund and the Advisers, their                    
respective trustees and directors, each of the Fund's officers                  
who signed the Registration Statement, and each person, if any,                 
who controls the Fund or an Adviser within the meaning of Section               
15 of the 1933 Act or Section 20 of the 1934 Act, against any and               
all loss, liability, claim, damage and expense described in the                 
indemnity contained in subsection (a) of this Section, as                       

-6-           

incurred, but only with respect to untrue statements or                         
omissions, or alleged untrue statements or omissions, made in the               
Registration Statement (or any amendment thereto), including the                
Rule 430A Information and the Rule 434 Information, if                          
applicable, or any preliminary prospectus or the Prospectus (or                 
any amendment or supplement thereto) in reliance upon and in                    
conformity with written information furnished to the Fund or the                
Advisers by such Underwriter through Merrill Lynch expressly for                
use in the Registration Statement (or any amendment thereto) or                 
such preliminary prospectus or the Prospectus (or any amendment                 
or supplement thereto).                                                         

(c) Indemnification for Marketing Materials.  In addition to          
the foregoing indemnification, the Fund and the Advisers also,                  
jointly and severally, agree to indemnify and hold harmless each                
Underwriter and each person, if any, who controls any Underwriter               
within the meaning of Section 15 of the 1933 Act or Section 20 of               
the 1934 Act, against any and all loss, liability, claim, damage                
and expense described in the indemnity contained in Section 6(a),               
as limited by the proviso set forth therein, with respect to any                
sales material.                                                                 

(d) Actions against Parties; Notification.  Each indemnified          
party shall give notice as promptly as reasonably practicable to                
each indemnifying party of any action commenced against it in                   
respect of which indemnity may be sought hereunder, but failure                 
to so notify an indemnifying party shall not relieve such                       
indemnifying party from any liability hereunder to the extent it                
is not materially prejudiced as a result thereof and in any event               
shall not relieve it from any liability which it may have                       
otherwise than on account of this indemnity agreement. In the                   
case of parties indemnified pursuant to Section 6(a) above,                     
counsel to the indemnified parties shall be selected by Merrill                 
Lynch, and, in the case of parties indemnified pursuant to                      
Section 6(b) above, counsel to the indemnified parties shall be                 
selected by the Fund or an Adviser, as applicable.  In each case                
such counsel shall be reasonably satisfactory to the indemnified                
party, and the indemnifying party shall have the right to assume                
the defense of such action.  An indemnified party may participate               
at its own expense in the defense of any such action; provided,                 
however, that counsel to the indemnifying party shall not (except               
with the consent of the indemnified party) also be counsel to the               
indemnified party.  In no event shall the indemnifying party be                 
liable for fees and expenses of more than one counsel (in                       
addition to any local counsel) separate from its own counsel for                
all indemnified parties in connection with any one action or                    
separate but similar or related actions in the same jurisdiction                
arising out of the same general allegations or circumstances.  No               
indemnifying party shall, without the prior written consent of                  
the indemnified parties, settle or compromise or consent to the                 
entry of any judgment with respect to any litigation, or any                    
investigation or proceeding by any governmental agency or body,                 
commenced or threatened, or any claim whatsoever in respect of                  
which indemnification or contribution could be sought under this                
Section 6 or Section 7 hereof (whether or not the indemnified                   
parties are actual or potential parties thereto), unless such                   
settlement, compromise or consent (i) includes an unconditional                 
release of each indemnified party from all liability arising out                
of such litigation, investigation, proceeding or claim and                      
(ii) does not include a statement as to or an admission of fault,               
culpability or a failure to act by or on behalf of any                          
indemnified party.                                                              

(e) Settlement without Consent if Failure to Reimburse.  If           
at any time an indemnified party shall have requested an                        
indemnifying party to reimburse the indemnified party for                       
reasonable fees and expenses of counsel, such indemnifying party                

-7-             

agrees that it shall be liable for any settlement of the nature                 
contemplated by Section 6(a)(ii) effected without its written                   
consent if (i) such settlement is entered into more than 60 days                
after receipt by such indemnifying party of the aforesaid                       
request, (ii) such indemnifying party shall have received notice                
of the terms of such settlement at least 30 days prior to such                  
settlement being entered into and (iii) such indemnifying party                 
shall not have reimbursed such indemnified party in accordance                  
with such request prior to the date of such settlement.                         

Insofar  as indemnification for liability arising under  the          
Securities  Act  of 1933 may be permitted to directors,  officers               
and  controlling  persons  of  the  Registrant  pursuant  to  the               
foregoing  provisions,  or otherwise,  the  Registrant  has  been               
advised  that  in  the  opinion of the  Securities  and  Exchange               
Commission  such  indemnification is  against  public  policy  as               
expressed  in  the  Securities Act of  1933  and  is,  therefore,               
unenforceable.   In  the event that a claim  for  indemnification               
against  such  liabilities  (other  than  the  payment   by   the               
Registrant of expenses incurred or paid by a director, officer or               
controlling person of the Registrant in the successful defense of               
any  action,  suit or proceeding) is asserted by  such  director,               
officer  or  controlling person in connection with the securities               
being  registered, the Registrant will, unless in the opinion  of               
its counsel the matter has been settled by controlling precedent,               
submit  to  a  court  of  appropriate jurisdiction  the  question               
whether  such indemnification by it is against public  policy  as               
expressed  in the Securities Act of 1933 and will be governed  by               
the final adjudication of such issue.                                           

Item 30: Business and Other Connections of Investment Advisers                  

a)  First Trust Advisors L.P. ("First Trust Advisors") serves  as               
investment  adviser to the fund and the First  Defined  Portfolio               
Fund, LLC and also serves as subadviser to 38 mutual funds and is               
the  portfolio supervisor of certain unit investment trusts.  Its               
principal  address  is 1001 Warrenville Road, Suite  300,  Lisle,               
Illinois 60532.                                                                 

The  principal  business  of certain  of  First  Trust  Advisors'               
principal  executive  officers  involves  various  activities  in               
connection with the family of unit investment trusts sponsored by               
First  Trust  Portfolios L. P. ("First Trust  Portfolios").   The               
principal  address of First Trust Portfolios is 1001  Warrenville               
Road, Suite 300, Lisle, Illinois 60532.                                         

-8-           

Other Business, Profession, Vocation or Employment During Past Two Years        

                                                        [Enlarge/Download Table]

NAME AND POSITION WITH                                                                                               
FIRST TRUST ADVISORS L.P.                              EMPLOYMENT DURING PAST TWO YEARS                              
                                                                                                                     
James A. Bowen, Managing Director/President            Managing Director/President, First Trust Portfolios           

Ronald Dean McAlister, Managing Director               Managing Director, First Trust Portfolios                     

Mark R. Bradley, Chief Financial Officer and Managing  Chief Financial Officer and Managing Director, First          
Director                                               Trust Portfolios and Chief Financial Officer,                 
                                                       Bondwave LLC                                                  

Robert W. Bredemeier, Chief Operating Officer and      Chief Operations Officer and Managing Director, First         
Managing Director                                      Trust Portfolios                                              

Robert Franklin Carey, Chief Investment Officer and    Senior Vice President, First Trust Portfolios                 
Senior Vice President                                                                                                

William Scott Jardine, General Counsel                 General Counsel, First Trust Portfolios and Secretary         
                                                       of Bondwave LLC                                               

Scott Hall, Managing Director                          Managing Director, First Trust Portfolios                     

Andy Roggensack, Managing Director                     Managing Director, First Trust Portfolios                     

Jon Carl Erickson, Senior Vice President               Vice President, First Trust Portfolios                        

Jason Henry, Senior Vice President                     Senior Vice President, First Trust Portfolios                 

David McGarel, Senior Vice President                   Senior Vice President, First Trust Portfolios                 

Bob Porcellino, Senior Vice President                  Senior Vice President, First Trust Portfolios                 

Mark Sullivan, Senior Vice President                   Senior Vice President, First Trust Portfolios                 

Al Davis, Vice President                               Vice President, First Trust Portfolios                        

James P. Koeneman, Vice President                      Vice President, First Trust Portfolios since December 2003;   
                                                       President, Burr Oak Advisors, Inc., June 2000 to December 2003

Daniel J. Lindquist, Vice President                    Vice President, First Trust Portfolios since April 2004;      
                                                       Chief Operating Officer, Mina Capital Management, LLC,        
                                                       January 2004 to April 2004; Chief Operating Officer,          
                                                       Samaritan Asset Management Services, Inc.                     

Mitch Mohr, Vice President                             Vice President, First Trust Portfolios                        

David Pinsen, Vice President                           Vice President, First Trust Portfolios                        

Jonathan Steiner, Vice President                       Vice President, First Trust Portfolios                        

Walter E. Stubbings, Jr., Vice President               Vice President, First Trust Portfolios since July 2004;       
                                                       Assistant Vice President, Kansas City Life Insurance Company, 
                                                       May 1999 to July 2004                                         

Rick Swiatek, Vice President                           Vice President, First Trust Portfolios                        

Douglas Tichenor, Vice President                       Vice President, First Trust Portfolios                        

Roger Testin, Vice President                           Vice President, First Trust Portfolios                        

Kitty Collins, Assistant Vice President                Assistant Vice President, First Trust Portfolios              

Charles Bradley, Assistant Vice President              Assistant Vice President, First Trust Portfolios              

b)  Sub-Advisers. Fiduciary Asset Management, L.L.C.  ("Fiduciary               
Asset  Management")  serves as an investment sub-adviser  of  the               
Fund.  Reference is made to: (i) the information set forth  under               

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"Management  of the Fund" in the Prospectus and "Sub-Adviser"  in               
the Statement of Additional Information; and (ii) the Form ADV of               
Fiduciary  Asset Management (File No. 801-46751) filed  with  the               
Commission, all of which are incorporated herein by reference.                  

Item 31: Location of Accounts and Records.                                      

First Trust Advisors L.P. maintains the Declaration of Trust, By-               
Laws, minutes of trustees and shareholders meetings and contracts               
of  the  Registrant,  all  advisory material  of  the  investment               
adviser,  all  general  and subsidiary ledgers,  journals,  trial               
balances, records of all portfolio purchases and sales,  and  all               
other required records.                                                         

Item 32: Management Services                                                    

Not applicable.                                                                 

Item 33: Undertakings                                                           

1.    Registrant undertakes to suspend the offering of its shares               
until it amends its prospectus if (1) subsequent to the effective               
date  of its Registration Statement, the net asset value declines               
more than 10 percent from its net asset value as of the effective               
date  of  the Registration Statement, or (2) the net asset  value               
increases to an amount greater than its net proceeds as stated in               
the prospectus.                                                                 

2.   Not applicable.                                                            

3.   Not applicable.                                                            

4.   Not applicable.                                                            

5.   The Registrant undertakes that:                                            

a.    For  purposes  of  determining  any  liability  under   the               
Securities Act of 1933, the information omitted from the form  of               
prospectus filed as part of a registration statement in  reliance               
upon  Rule 430A and contained in the form of prospectus filed  by               
the Registrant under Rule 497(h) under the Securities Act of 1933               
shall  be deemed to be part of the Registration Statement  as  of               
the time it was declared effective.                                             

b.   For  the  purpose  of determining any  liability  under  the               
Securities  Act  of  1933,  each  post-effective  amendment  that               
contains  a  form  of  prospectus shall be deemed  to  be  a  new               
registration   statement  relating  to  the  securities   offered               
therein, and the offering of the securities at that time shall be               
deemed to be the initial bona fide offering thereof.                            

6.    The  Registrant undertakes to send by first class  mail  or               
other  means  designed to ensure equally prompt delivery,  within               
two  business  days of receipt of a written or oral request,  any               
Statement of Additional Information.                                            

-10-          

SIGNATURES                

Pursuant to the requirements of the Securities Act of 1933 and the    
Investment Company Act of 1940, the Registrant has duly caused this             
Registration Statement to be signed on its behalf by the undersigned,           
thereunto duly authorized, in this City of Lisle, and State of Illinois, on     
the 27th day of August, 2004.                                                   

                 First Trust/Fiduciary Asset
                  Management Covered Call Fund

                       By:  /s/ James A Bowen, President
                            ----------------------------
                         James A. Bowen, President

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed below by the following persons in        
the capacities and on the date indicated.                                       

---------------------- ------------------------------- -------------------------
Signature              Title                           Date                     
---------------------- ------------------------------- -------------------------
/s/ James A. Bowen     President, Chairman of the      August 27, 2004          
-------------------    Board and Trustee                                        
James A. Bowen         (Principal Executive Officer)                            
---------------------- ------------------------------- -------------------------
/s/ Mark R. Bradley    Chief Financial Officer and     August 27, 2004          
--------------------   Treasurer (Principal Financial                           
Mark R. Bradley        and Accounting Officer)                                  
---------------------- ------------------------------- -------------------------

---------------------- ------------------------------- -------------------------
Richard E. Erickson*   Trustee                       )                          
---------------------- ------------------------------- By: /s/ W. Scott Jardine 
Thomas R. Kadlec*      Trustee                       )     -------------------- 
---------------------- -------------------------------     W. Scott Jardine     
Niel B. Nielson*       Trustee                       )     Attorney-In-Fact     
---------------------- -------------------------------     August 27, 2004      
David M. Oster*        Trustee                       )                          
---------------------- ------------------------------- -------------------------

*  Original powers of attorney authorizing James A. Bowen, W. Scott Jardine and 
Eric F. Fess to execute this Registration Statement, and Amendments thereto, for
each of the trustees of Registrant on whose behalf this Registration Statement  
is filed, were previously executed and filed as an exhibit.                     

-11-      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-2MEF’ Filing		Date		First		Last			Other Filings
		8/27/04		1		3			497
Filed on / Effective on:		8/26/04		2		3			3,  N-2/A
		5/28/04		3					N-2,  N-8A
		5/26/04		2
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