As filed with the Securities and Exchange Commission on October 5, 2007.
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1933 Act File No. 333-114131
1940 Act File No. 811-21549
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:
[X] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
ENERGY INCOME AND GROWTH 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:
PRELIMINARY COPY - DRAFT DATED OCTOBER 5, 2007
ENERGY INCOME AND GROWTH FUND
1001 WARRENVILLE ROAD
SUITE 300
LISLE, ILLINOIS 60532
_______, 2007
Dear Shareholder:
The accompanying materials relate to the Special Meeting of
Shareholders (referred to as the "Meeting") of Energy Income and Growth Fund
(the "Fund"). The Meeting will be held at the offices of First Trust Advisors
L.P., 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532, on Tuesday,
January 8, 2008, at 4:00 p.m. Central Time.
At the Meeting, you will be asked to vote on a proposal to approve a
new investment sub-advisory agreement with a new sub-adviser for the Fund, to
vote on a proposal to authorize the Fund to sell common shares at a net price
less than its net asset value per common share, subject to certain conditions
and to transact such other business as may properly come before the Meeting and
any adjournments thereof. The proposals are described in the accompanying Notice
of Special Meeting of Shareholders and Proxy Statement.
YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT. If you cannot
attend the Meeting, you may participate by proxy.
With respect to the proposal to approve a new investment sub-advisory
agreement, as a Shareholder, you cast one vote for each share of the Fund that
you own and a proportionate fractional vote for any fraction of a share that you
own.
With respect to the proposal to authorize the sale of common shares at
a net price less than net asset value per common share, approval will be
determined based on two separate voting criteria, as described in the Proxy
Statement.
Please take a few moments to read the enclosed materials and then cast
your votes on the enclosed proxy card.
VOTING TAKES ONLY A FEW MINUTES. EACH SHAREHOLDER'S VOTES ARE
IMPORTANT. YOUR PROMPT RESPONSE WILL BE MUCH APPRECIATED.
After you have voted on the proposals, please be sure to sign your
proxy card and return it in the enclosed postage-paid envelope.
We appreciate your participation in this important Meeting. Thank you.
Sincerely,
James A. Bowen
Chairman of the Board
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IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSALS OR HOW
TO VOTE YOUR SHARES, CALL YOUR FUND'S PROXY SOLICITOR, THE ALTMAN GROUP, AT
(800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense 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
1001 WARRENVILLE ROAD
SUITE 300
LISLE, ILLINOIS 60532
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 8, 2008
_______________, 2007
To the Shareholders of the above Fund:
Notice is hereby given that the Special Meeting of Shareholders
(referred to as the "Meeting") of Energy Income and Growth Fund (the "Fund"), 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
Tuesday, January 8, 2008, at 4:00 p.m. Central Time, for the following purposes:
1. To approve a new investment sub-advisory agreement among
the Fund, First Trust Advisors L.P., as investment adviser, and Energy
Income Partners, LLC, as investment sub-adviser;
2. To authorize the Fund to issue and sell its common shares
at a net price below then-current net asset value, subject to certain
conditions; and
3. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on ____________, 2007 as
the record date for the determination of Shareholders entitled to notice of and
to vote at the Meeting.
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. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSALS
OR HOW TO VOTE YOUR SHARES, CALL YOUR FUND'S PROXY SOLICITOR, THE ALTMAN GROUP,
AT (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
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This page intentionally left blank.
ENERGY INCOME AND GROWTH FUND
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 8, 2008
1001 WARRENVILLE ROAD
SUITE 300
LISLE, ILLINOIS 60532
PROXY STATEMENT
_______________, 2007
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees (the "Board") of Energy Income and Growth
Fund (the "Fund"), a Massachusetts business trust, for use at the Special
Meeting of Shareholders of the Fund to be held on Tuesday, January 8, 2008, 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 and
postponements thereof (referred to collectively as the "Meeting"). A Notice of
Special Meeting of Shareholders and a proxy card accompany this Proxy Statement.
Proxy solicitations will be made, beginning on or about
_______________, 2007, primarily by mail. However proxy solicitations may also
be made by telephone or personal interviews conducted by (i) officers of the
Fund; (ii) The Altman Group ("Altman"), a proxy solicitor that will provide
proxy solicitation services in connection with the proposals; (iii) First Trust
Advisors L.P. ("First Trust Advisors" or the "Adviser"), the investment adviser
of the Fund; (iv) PFPC Inc. ("PFPC"), the administrator, accounting agent and
transfer agent of the Fund and a subsidiary of The PNC Financial Services Group
Inc.; or (v) any affiliates of those entities.
THE FUND'S 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, BY CALLING (800) 988-5891 OR BY VISITING
THE FUND'S WEBSITE AT HTTP://WWW.FTPORTFOLIOS.COM. THIS PROXY STATEMENT AND THE
ENCLOSED PROXY CARD WILL FIRST BE MAILED TO SHAREHOLDERS ON OR ABOUT
_______________, 2007.
The costs of preparing, printing and mailing this Proxy Statement and
its enclosures and all other costs in connection with the solicitation of
proxies (including amounts charged by Altman for its proxy solicitation
services, which amounts are expected to be approximately $51,000), will be paid
by Energy Income Partners, LLC and the Adviser. They will also reimburse
brokerage firms and others for their expenses in forwarding solicitation
materials to the beneficial owners of Fund shares.
If the enclosed proxy card is properly executed and returned in time to
be voted at the Meeting, the Fund shares represented thereby will be voted in
accordance with the instructions marked thereon. If no instructions are marked
on the enclosed proxy card, Fund shares represented thereby will be voted in the
discretion of the persons named on the proxy card. Accordingly, unless
instructions to the contrary are marked thereon, a proxy will be voted FOR the
proposal to approve the new investment sub-advisory agreement, FOR the proposal
to authorize the sale of common shares at a net price below net asset value and
FOR or AGAINST any other matters as deemed appropriate. Any shareholder who has
given a proxy has the right to revoke it at any time prior to its exercise
either by attending the Meeting and voting his or her shares in person, or by
submitting a letter of revocation or a later-dated proxy to the Fund at the
above address prior to the date of the Meeting. A list of shareholders entitled
to notice of and to be present and to vote at the Meeting will be available at
the offices of the Fund, 1001 Warrenville Road, Suite 300, Lisle, Illinois
60532, for inspection by any shareholder during regular business hours beginning
10 days prior to the date of the Meeting. Shareholders will need to show valid
identification and proof of share ownership to be admitted to the Meeting or to
inspect the list of shareholders.
Under the By-Laws of the 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 entitled to vote on a
matter. For the purposes of establishing whether a quorum is present, all shares
present and entitled to vote, including abstentions and broker non-votes (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter), shall be counted. Any meeting of shareholders may be postponed prior to
the meeting with notice to the shareholders entitled to vote at that meeting.
Any meeting of shareholders may, by action of the chairman of the meeting, be
adjourned without further notice with respect to one or more matters to be
considered at such meeting to a designated time and place, whether or not a
quorum is present with respect to such matter. In addition, upon motion of the
chairman of the meeting, the question of adjournment may be submitted to a vote
of the shareholders, and in that case, any adjournment with respect to one or
more matters must be approved by the vote of holders of a majority of the shares
present and entitled to vote with respect to the matter or matters adjourned,
and without further notice. Unless a proxy is otherwise limited in this regard,
any shares present and entitled to vote at a meeting that are represented by
broker non-votes, may, at the discretion of the proxies named therein, be voted
in favor of such an adjournment or adjournments.
Failure of a quorum to be present at the Meeting will necessitate
adjournment. The persons named in the enclosed proxy card may also move for an
adjournment of the Meeting to permit further solicitation of proxies with
respect to the proposals if they determine that adjournment and further
solicitation are reasonable and in the best interests of the shareholders.
The close of business on _____________, 2007 has been fixed as the
record date (the "Record Date") for the determination of shareholders entitled
to notice of and to vote at the Meeting and any adjournments or postponements
thereof.
The Fund has one class of shares of beneficial interest, par value
$0.01 per share, known as common shares ("Shares"). On the Record Date, the Fund
had ______________ Shares outstanding. Shares of the Fund are listed on the
American Stock Exchange under the ticker symbol "FEN."
To approve the new sub-advisory agreement for the Fund (Proposal 1),
the vote of a majority of the outstanding voting securities will be required.
The "vote of a majority of the outstanding voting securities" is defined in the
Investment Company Act of 1940, as amended (together with the rules and
regulations thereunder, the "1940 Act"), as the vote of the lesser of (i) 67% or
more of the shares of the Fund present at the Meeting if the holders of more
than 50% of such outstanding shares are present in person or represented by
proxy; or (ii) more than 50% of such outstanding shares of the Fund. Abstentions
and broker non-votes will have the effect of a vote against the proposal.
-2-
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 authorize the sale by the Fund of its common shares at a net price
below its then-current net asset value (Proposal 2), the proposal must be
approved by both (i) the affirmative vote of a majority (in number) of all
common shareholders of record, as of the Record Date; and (ii) the affirmative
vote of a majority of the votes cast, in person or by proxy. If both approvals
are not obtained, Proposal 2 will not pass. Solely for purposes of determining
whether a majority of the number of common shareholders of record of the Fund
approved Proposal 2, the number of Shares held by any single shareholder will
not be relevant, and abstentions and broker non-votes will have the effect of a
vote against the proposal. Solely for purposes of determining whether a majority
of the votes cast by the common shareholders approved Proposal 2, each
shareholder of record on the Record Date is entitled to one vote for each Share
the shareholder owns and a proportionate fractional vote for any fraction of a
Share the shareholder owns. Abstentions and broker non-votes will not be counted
as votes cast and will have no effect on the result of the vote for this
proposal.
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 card to be received BY 5:00 P.M.
EASTERN TIME, on MONDAY, JANUARY 7, 2008.
-3-
PROPOSAL 1: APPROVAL OF A NEW SUB-ADVISORY AGREEMENT FOR THE FUND
AS DESCRIBED BELOW, THE FUND'S PREVIOUS SUB-ADVISORY AGREEMENT AMONG
THE FUND, THE ADVISER AND FIDUCIARY ASSET MANAGEMENT, LLC AUTOMATICALLY
TERMINATED ON SEPTEMBER 14, 2007. ON SEPTEMBER 21, 2007, THE BOARD OF THE FUND
DETERMINED THAT IT WOULD BE IN THE BEST INTERESTS OF THE FUND TO SELECT ENERGY
INCOME PARTNERS, LLC AS THE NEW INVESTMENT SUB-ADVISER FOR THE FUND AND
APPROVED, SUBJECT TO SHAREHOLDER APPROVAL, A NEW INVESTMENT SUB-ADVISORY
AGREEMENT AMONG THE FUND, THE ADVISER AND ENERGY INCOME PARTNERS, LLC (THE "NEW
SUB-ADVISORY AGREEMENT"). IN ADDITION, AS PERMITTED BY THE 1940 ACT, ON
SEPTEMBER 14, 2007, THE BOARD OF TRUSTEES OF THE FUND, INCLUDING A MAJORITY OF
THE TRUSTEES WHO ARE NOT "INTERESTED PERSONS" OF THE FUND AS THAT TERM IS
DEFINED IN THE 1940 ACT (SUCH TRUSTEES, THE "INDEPENDENT TRUSTEES"), APPROVED AN
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT AMONG THE FUND, THE ADVISER AND ENERGY
INCOME PARTNERS, LLC, WHICH IS CURRENTLY IN EFFECT AND WILL CONTINUE TO BE IN
EFFECT UNTIL THE EARLIER OF THE CLOSE OF BUSINESS ON FEBRUARY 11, 2008 (150 DAYS
AFTER THE CLOSING OF THE TRANSACTION DESCRIBED BELOW) OR THE DATE ON WHICH
SHAREHOLDERS APPROVE THE NEW SUB-ADVISORY AGREEMENT. THE BOARD OF THE FUND
RECOMMENDS THAT SHAREHOLDERS APPROVE THE NEW SUB-ADVISORY AGREEMENT.
BACKGROUND AND REASON FOR VOTE
On June 24, 2004, the Fund entered into a sub-advisory agreement (the
"Prior Sub-Advisory Agreement") with the Adviser and Fiduciary Asset Management,
LLC ("FAMCO" or the "Prior Sub-Adviser"). In April 2007, FAMCO and Piper Jaffray
Companies ("Piper Jaffray") entered into a definitive agreement (the
"Transaction Agreement") pursuant to which Piper Jaffray agreed to acquire FAMCO
(the "Transaction"). The Transaction was consummated on September 14, 2007 and
resulted in a change in control of the Prior Sub-Adviser, which constituted an
"assignment," as that term is used in the 1940 Act. Pursuant to the terms of the
Prior Sub-Advisory Agreement and the requirements of the 1940 Act, the Prior
Sub-Advisory Agreement automatically terminated upon its assignment.
At a meeting of the Board held on September 14, 2007, the Board, after
careful consideration of a variety of factors and possible alternatives to the
Fund's sub-advisory arrangement (see "BOARD CONSIDERATIONS" below), determined
that the appointment of Energy Income Partners, LLC ("EIP"), an investment
adviser registered with the Securities and Exchange Commission (the "SEC")
pursuant to the Investment Advisers Act of 1940 (the "Advisers Act") that
provides advisory services primarily to alternative investment vehicles and
similar clients, was in the best interests of the Fund. Accordingly, as
permitted under the 1940 Act, the Board unanimously approved an interim
sub-advisory agreement (the "Interim Sub-Advisory Agreement") among the Adviser,
the Fund and EIP to ensure the continuation of investment advisory services to
the Fund upon the termination of the Prior Sub-Advisory Agreement. The Interim
Sub-Advisory Agreement has been in effect since September 14, 2007. In addition,
at its meeting on September 21, 2007, the Board approved, subject to shareholder
approval, the New Sub-Advisory Agreement among the Fund, the Adviser and EIP.
Pursuant to Rule 15a-4 under the 1940 Act, the Interim Sub-Advisory
Agreement will be in effect until no later than the close of business on
February 11, 2008 (which is 150 days after the termination of the Prior
Sub-Advisory Agreement described above). If shareholders of the Fund do not
approve the New Sub-Advisory Agreement prior to that date, the Interim
Sub-Advisory Agreement will remain in effect until that date, and the Board will
take such action as it deems to be in the best interests of the Fund, which
might include seeking approval of a new sub-advisory agreement or taking any
other steps deemed appropriate by the Board. The Interim Sub-Advisory Agreement
-4-
will automatically terminate upon the approval by shareholders of the New
Sub-Advisory Agreement. In addition, the Interim Sub-Advisory Agreement may be
terminated by action of the Board of the Fund or by a vote of the majority of
the outstanding voting securities of the Fund upon 60 days' written notice.
EIP
General Information/Investment Philosophy
EIP, located at 49 Riverside Avenue, Westport, Connecticut 06880, is an
SEC-registered investment adviser, founded in October 2003 by James J. Murchie
to provide professional asset management services in the area of energy-related
master limited partnerships ("MLPs") and other high-payout securities. EIP
serves as the investment manager to three unregistered investment companies and
one registered investment company for high net worth individuals and
institutions. EIP mainly focuses on infrastructure assets such as pipelines,
storage and terminals that receive fee-based or regulated income from their
customers.
In describing its investment philosophy, EIP believes that, because the
energy industry is capital intensive, mature and has low rates of overall
growth, financial success for companies operating in this industry requires
strict capital spending discipline. According to EIP, capital spending
discipline results from prudent management or a policy to pay out most available
free cash flow to investors. EIP notes that issuers in the energy industry that
pay out all or most of their available free cash flow in the form of monthly or
quarterly distributions or dividends, such as MLPs, income trusts and
corporations with similar pay-out dividend policies, have a built-in capital
spending discipline. In EIP's view, energy companies with built-in capital
spending discipline provide an attractive investment universe from which to
construct a portfolio.
As sub-adviser of the Fund (assuming approval by shareholders), EIP
will seek to invest in companies that fit EIP's investment philosophy and the
Fund's investment objective. EIP notes that there have been a number of MLP
initial public offerings recently that are increasingly based on cyclical
businesses such as oil and gas production and shipping. EIP expects to limit the
commodity exposure of the portfolio and to seek investments in stable energy
infrastructure which derives most of its income from fee-based assets. Moreover,
to the extent consistent with its investment philosophy, EIP expects that the
Fund will continue to invest in private and restricted securities. The Fund's
investment objective will not change.
Organizational Information
The names and principal occupations of the persons who are principal
executive officers and/or principals of EIP are set forth below:
-------------------- -----------------------------------------------------------
NAME POSITION WITH EIP AND PRINCIPAL OCCUPATION
-------------------- -----------------------------------------------------------
Saul Ballesteros Principal and Head of Trading
-------------------- -----------------------------------------------------------
Linda Longville Principal and Research Director
-------------------- -----------------------------------------------------------
James J. Murchie Founder, Principal, Chief Executive Officer
and Co-Portfolio Manager
-------------------- -----------------------------------------------------------
Eva Pao Principal and Co-Portfolio Manager
-------------------- -----------------------------------------------------------
-5-
The address of each of the individuals listed above is 49 Riverside
Avenue, Westport, Connecticut 06880.
EIP is a member of the Ospraie Wingspan platform which is comprised of
a group of independent fund managers in the basic industries and commodities
space. Ospraie Management, LLC is the investment manager of Ospraie Wingspan and
other Ospraie investment funds with approximately US$ 7 billion in assets under
management.
There are currently no officers or trustees of the Fund who are also
officers, employees or directors of, or owners of an interest in, EIP or its
parents or subsidiaries. No officers or trustees of the Fund have had any
material interest, direct or indirect, in any material transactions since the
beginning of the most recently completed fiscal year of the Fund, or in any
material proposed transactions, to which EIP or any of its parents or
subsidiaries were or are to be a party. Since the beginning of the most recently
completed fiscal year of the Fund, no officer or trustee of the Fund has
purchased or sold any interest in EIP or in any of its parents or subsidiaries.
PORTFOLIO MANAGER INFORMATION
[To come]
FUND CURRENTLY ADVISED BY EIP WITH A SIMILAR INVESTMENT OBJECTIVE
EIP acts as investment adviser with respect to one fund with a similar
investment objective as the Fund. The name of this fund, together with its size
and the annual rate of compensation paid to EIP for its services, are set forth
below:
-------------------------- ------------------------ ------------------------
FUND NAME ASSETS UNDER MANAGEMENT ANNUAL RATE
AS OF SEPTEMBER 30, 2007 OF COMPENSATION
-------------------------- ------------------------ ------------------------
-------------------------- ------------------------ ------------------------
EIP Growth and Income Fund $205 million 1% of average net assets
-------------------------- ----------------------- ------------------------
EIP has not waived, reduced or otherwise agreed to reduce its compensation under
any contract to provide advisory services to the fund listed above.
THE PRIOR SUB-ADVISORY AGREEMENT
The Prior Sub-Advisory Agreement, dated June 24, 2004, was approved by
the Board of Trustees, including a majority of the Independent Trustees, on
April 18, 2004, and by the initial shareholder of the Fund on June 17, 2004.
Since the beginning of the Fund's last fiscal year, the continuation of the
Prior Sub-Advisory Agreement was approved by the Board twice, most recently on
March 12, 2007 prior to the announcement of the Transaction. The Prior
Sub-Advisory Agreement provided for its automatic termination in the event of an
assignment, as defined in the 1940 Act. As described above, a change in
ownership and control of the Prior Sub-Adviser, therefore, terminated the Prior
Sub-Advisory Agreement on September 14, 2007.
-6-
COMPARISON OF THE NEW SUB-ADVISORY AGREEMENT AND PRIOR SUB-ADVISORY AGREEMENT
The terms of the New Sub-Advisory Agreement are substantially similar
to those of the Prior Sub-Advisory Agreement, except for the effective date and
the differences noted below. Except for the effective date and termination
provisions, the terms of the Interim Sub-Advisory Agreement, which is currently
in effect, are substantially similar to those of the New Sub-Advisory Agreement.
The rate of compensation paid to EIP under both the Interim Sub-Advisory
Agreement and the New Sub-Advisory Agreement is the same as that paid to the
Prior Sub-Adviser under the Prior Sub-Advisory Agreement.
Below is a brief comparison of certain terms of the Prior Sub-Advisory
Agreement to the corresponding terms of the New Sub-Advisory Agreement. For a
more complete understanding of the New Sub-Advisory Agreement, please refer to
the form of the New Sub-Advisory Agreement provided in Appendix A hereto.
Advisory Services. The advisory services to be provided by EIP to the
Fund under the New Sub-Advisory Agreement will be substantially similar to those
advisory services previously provided by the Prior Sub-Adviser under the Prior
Sub-Advisory Agreement. Both the Prior Sub-Advisory Agreement and New
Sub-Advisory Agreement provide that the sub-adviser will furnish an investment
program in respect of, make investment decisions for, and place all orders for
the purchase and sale of securities for the Fund's investment portfolio, all on
behalf of the Fund and subject to the supervision of the Fund's Board and the
Adviser. Under both the Prior Sub-Advisory Agreement and the New Sub-Advisory
Agreement, the sub-adviser is required to monitor the Fund's investments and to
comply with the provisions of the Fund's Declaration of Trust and By-Laws and
the stated investment objectives, policies and restrictions of the Fund. In
addition, under the Prior Sub-Advisory Agreement, the sub-adviser agreed to vote
all proxies solicited by or with respect to the issuers of securities of the
Fund corresponding to assets of the Fund's investment portfolio allocated by the
Adviser to the sub-adviser. Although this obligation is not explicitly set forth
in the New Sub-Advisory Agreement, EIP has undertaken to vote such proxies.
Brokerage. Both the Prior Sub-Advisory Agreement and the New
Sub-Advisory Agreement authorize the sub-adviser to select the brokers or
dealers that will execute the purchases and sales of portfolio investments for
the Fund, and direct the sub-adviser to use its commercially reasonable efforts
to obtain best execution, which includes most favorable net results and
execution of the Fund's orders, taking into account all appropriate factors,
including price, dealer spread or commission, size and difficulty of the
transaction and research or other services provided.
Fees. Under the Prior Sub-Advisory Agreement and New Sub-Advisory
Agreement, the Adviser pays the sub-adviser a portfolio management fee. Both the
Prior Sub-Advisory Agreement and New Sub-Advisory Agreement provide that for
services provided and expenses assumed, the Adviser will pay the sub-adviser a
fee, payable monthly, equal to 0.50% of the Fund's "Managed Assets." The term
"Managed Assets" means the average daily gross asset value of the Fund
(including assets attributable to the Fund's preferred shares, if any, and the
principal amount of borrowings), minus the sum of the Fund's accrued and unpaid
dividends on any outstanding preferred shares and accrued liabilities (other
than the principal amount of any borrowings incurred, commercial paper or notes
or other forms of indebtedness issued by the Fund and the liquidation preference
of any outstanding preferred shares).
In addition, under the Prior Sub-Advisory Agreement, the Prior
Sub-Adviser agreed to reduce its management fee to an annual rate of 0.382% of
the Fund's Managed Assets for the period from the effective date of such
-7-
Agreement until June 24, 2006 and agreed to pay one half of certain offering
costs and organizational costs. Because these provisions are no longer relevant,
they will not be included in the New Sub-Advisory Agreement.
During the fiscal year of the Fund ended November 30, 2006, the
aggregate fees paid by the Adviser to the Prior Sub-Adviser under the Prior
Sub-Advisory Agreement were $890,634.55.
Payment of Expenses. Under the Prior Sub-Advisory Agreement, the
sub-adviser agreed to pay all expenses it incurred in connection with its
activities under the agreement other than the cost of securities and other
assets (including brokerage commissions, if any) purchased for the Fund. Under
the New Sub-Advisory Agreement, the sub-adviser agrees to pay all expenses it
incurs in connection with its activities under such agreement other than the (i)
cost of securities and other assets purchased for the Fund and (ii) the costs
directly associated with purchasing and selling securities and other assets for
the Fund, if any, including, but not limited to, brokerage commissions, stamps,
duties, taxes and custody fees related to transfers.
Limitation on Liability. The New Sub-Advisory Agreement provides that
the sub-adviser will not be liable for, and the Fund and the Adviser will not
take any action against the sub-adviser to hold the sub-adviser liable for, any
error of judgment or mistake of law or for any loss suffered by the Fund or the
Adviser in connection with the performance of the sub-adviser's duties under the
agreement, except for a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the sub-adviser in the performance of its duties
under the agreement, or by reason of its reckless disregard of its obligations
and duties under the agreement. The Prior Sub-Advisory Agreement included a
provision generally similar to the foregoing.
Continuance. The Prior Sub-Advisory Agreement was originally in effect
for an initial term of two years and could be continued thereafter for
successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of
the Fund approve the New Sub-Advisory Agreement, the New Sub-Advisory Agreement
will expire on June 30, 2009, unless continued. Thereafter, the New Sub-Advisory
Agreement may be continued for successive one-year periods if such continuance
is specifically approved at least annually in the manner required by the 1940
Act.
Termination. The Prior Sub-Advisory Agreement and New Sub-Advisory
Agreement provide for termination at any time without the payment of any penalty
by the Adviser or the sub-adviser upon 60 days' written notice to the other
parties. The Prior Sub-Advisory Agreement and the New Sub-Advisory Agreement
also provide for termination by the Fund by action of the Board or by a vote of
a majority of the outstanding voting securities of the Fund upon 60 days'
written notice to the sub-adviser without the payment of any penalty.
The Prior Sub-Advisory Agreement and New Sub-Advisory Agreement are
also terminable at any time without the payment of any penalty by the Adviser,
by the Board or by vote of a majority of the outstanding voting securities of
the Fund in the event that it is established by a court of competent
jurisdiction that the sub-adviser or any of its officers or directors has taken
any action that results in a breach of the material covenants of the sub-adviser
set forth in the agreement.
-8-
BOARD CONSIDERATIONS
The Board, including a majority of the Independent Trustees, approved
the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement
(collectively, the "Agreements") at meetings held on September 14, 2007 and
September 21, 2007, respectively. The Board determined that the terms of the
Agreements are fair and reasonable and in the best interests of the Fund.
In April 2007, the Board was informed that FAMCO had entered into the
Transaction Agreement with Piper Jaffray and that if the Transaction was
consummated, the Prior Sub-Advisory Agreement would terminate pursuant to its
terms and the requirements of the 1940 Act. In light of the potential
termination of the Prior Sub-Advisory Agreement, the Board, over the course of
several months, requested and evaluated all information it deemed reasonably
necessary to evaluate the various alternatives the Fund could pursue if the
Transaction were completed. As part of the review process, the Board met on
several occasions with representatives of First Trust Advisors to discuss the
Transaction. The Independent Trustees also asked that written requests for
information be sent on their behalf to FAMCO and Piper Jaffray. On June 11,
2007, the Board met with representatives of FAMCO and Piper Jaffray and received
a presentation on the Transaction. The Board was able to ask questions about the
possible effects of the Transaction on the services provided by FAMCO to the
Fund. At the June 11th meeting, the Board also requested that the Adviser
research and provide information on potential alternative sub-advisers for its
July meeting. At the July 18, 2007 meeting, the Board met with representatives
of EIP and received a presentation regarding EIP's investment style. Throughout
the entire review process, the Independent Trustees were advised by their
independent legal counsel.
As a result of the consummation of the Transaction and the termination
of the Prior Sub-Advisory Agreement, the Board held a special meeting on
September 14, 2007 to consider how to proceed. At this meeting, the Adviser
recommended to the Board that EIP serve as the new sub-adviser for the Fund.
Based on its consideration of all the information received prior to the closing
of the Transaction, the Board appointed EIP as the interim sub-adviser to the
Fund, pursuant to the Interim Sub-Advisory Agreement. At a special meeting on
September 21, 2007, the Board approved the New Sub-Advisory Agreement and
determined to recommend it to shareholders of the Fund for their approval. The
Board noted that, at the request of the Independent Trustees, First Trust
Advisors and/or EIP had agreed to bear the costs associated with soliciting
shareholder approval of the New Sub-Advisory Agreement.
To reach its determination, the Board considered its duties under the
1940 Act, as well as under the general principles of state law in reviewing and
approving advisory contracts; the requirements of the 1940 Act in such matters;
the fiduciary duty of investment advisers with respect to advisory agreements
and compensation; the standards used by courts in determining whether investment
company boards have fulfilled their duties; and the factors to be considered by
the Board in voting on such agreements. To assist the Board in its evaluation of
the Agreements, the Independent Trustees received a report from EIP responding
to a request for information from the Adviser and counsel to the Independent
Trustees. The report, among other things, outlined the services to be provided
by EIP (including the relevant personnel responsible for these services and
their experience); the sub-advisory fee for the Fund as compared to fees charged
to other clients of EIP; the nature of expenses to be incurred in providing
services to the Fund and the potential for economies of scale, if any; financial
data on EIP; any fall-out benefits to EIP; and information on EIP's compliance
program. The Independent Trustees also met separately on a number of occasions
with their independent legal counsel to discuss the information provided by EIP
and the Adviser. The Board applied its business judgment to determine whether
-9-
the arrangements between the Fund, the Adviser and EIP are reasonable business
arrangements from the Fund's perspective as well as from the perspective of
shareholders.
In reviewing the Agreements, the Board considered the nature, quality
and extent of services to be provided by EIP under the Agreements. The Board
noted EIP's investment style and the backgrounds of the investment personnel who
would be responsible for the day-to-day management of the Fund. The Board
considered, in particular, EIP's experience as adviser to a registered
investment company and to three unregistered investment companies with portfolio
strategies similar to the strategies of the Fund. The Board considered the
investment performance of the Fund under FAMCO, and also considered performance
information for one of the unregistered investment companies managed by EIP in a
manner similar to the style to be used for the Fund. In light of the information
presented and the considerations made, the Board concluded that the nature,
quality and extent of services to be provided to the Fund by EIP under the
Agreements are expected to be satisfactory.
The Board considered the sub-advisory fees to be paid under the
Agreements, noting that they would be the same as the fees paid under the Prior
Sub-Advisory Agreement. The Board considered the proposed sub-advisory fee and
how it would relate to the overall management fee structure of the Fund, noting
that the fees to be paid to EIP would be paid by the Adviser from its advisory
fee. The Board also considered information provided by EIP as to the fees it
charges to other clients, noting that the sub-advisory fee is less than the fees
charged by EIP to the other investment companies it manages. On the basis of all
the information provided on the fees of the Fund, the Board concluded that the
sub-advisory fees to be paid under the Agreements were reasonable and
appropriate in light of the nature, quality and extent of services expected to
be provided by EIP under the Agreements.
The Board considered EIP's representation that its expenses incurred in
providing services to the Fund are primarily fixed in nature. The Board also
considered that EIP expects that additional investments in personnel and
infrastructure will be made over the course of the next twelve months. The Board
concluded that the fees to be paid under the Agreements as well as under the
investment management agreement with the Adviser reflect an appropriate sharing
of any economies of scale. With respect to EIP's anticipated profitability under
the Agreements, the Board reviewed a pro forma statement of profits and losses
provided by EIP. The Board noted that the sub-advisory fee rate was negotiated
at arm's length between the Adviser and EIP, and that EIP would be paid by the
Adviser. Based on the information provided, the Board concluded that the
profitability of the Agreements to EIP was anticipated to be not unreasonable.
The Board considered the fall-out benefits expected to be realized by EIP from
its relationship with the Fund, including possible soft dollar arrangements.
Based on all of the information considered and the conclusions reached,
the Board, including a majority of the Independent Trustees, determined that the
terms of the Agreements are fair and reasonable and that the approval of the
Agreements is in the best interests of the Fund. No single factor was
determinative in the Board's analysis.
SHAREHOLDER APPROVAL AND REQUIRED VOTE
To become effective, the New Sub-Advisory Agreement must be approved by
a vote of a majority of the outstanding voting securities of the Fund. The "vote
of a majority of the outstanding voting securities" is defined in the 1940 Act
as the vote of the lesser of (i) 67% or more of the Shares of such Fund present
at the Meeting if the holders of more than 50% of such outstanding Shares are
present in person or represented by proxy; or (ii) more than 50% of such
-10-
outstanding Shares of such Fund. For purposes of determining the approval of the
New Sub-Advisory Agreement, abstentions and broker non-votes will have the
effect of a vote against the proposal.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL 1. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING PROPOSAL
1 OR HOW TO VOTE YOUR SHARES, CALL YOUR FUND'S PROXY SOLICITOR, THE ALTMAN
GROUP, AT (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
-11-
PROPOSAL 2: APPROVAL TO AUTHORIZE THE FUND
TO ISSUE AND SELL SHARES AT A NET PRICE BELOW NET ASSET VALUE
AS DESCRIBED BELOW, THE FUND IS SEEKING THE AUTHORITY TO ISSUE AND SELL
SHARES AT A NET PRICE LESS THAN ITS THEN-CURRENT NET ASSET VALUE PER SHARE
("NAV"). THE 1940 ACT PROVIDES THAT A CLOSED-END INVESTMENT COMPANY, SUCH AS THE
FUND, MAY ONLY SELL COMMON SHARES AT A PRICE THAT IS LESS THAN NAV IF SUCH
INVESTMENT COMPANY HAS OBTAINED THE CONSENT OF A MAJORITY OF ITS COMMON
SHAREHOLDERS OR UNDER CERTAIN OTHER CIRCUMSTANCES. SO THAT THE FUND MAY, IN ONE
OR MORE PUBLIC OR PRIVATE OFFERINGS OF ITS SHARES, SELL SHARES AT A PRICE LESS
THAN THE THEN-CURRENT NAV, SUBJECT TO CERTAIN CONDITIONS DISCUSSED BELOW, YOU
ARE BEING ASKED TO APPROVE THE PROPOSAL DESCRIBED BELOW.
RATIONALE
The Fund believes that having the ability to issue and sell Shares at a
price that is less than NAV in certain instances will benefit all holders of its
Shares. The Fund is periodically presented with attractive opportunities to
acquire securities of MLPs and other prospective portfolio securities. Under
normal market conditions, the Fund typically seeks to remain fully invested and
does not intend to maintain cash for the purpose of making such investments. The
ability of the Fund to sell its existing portfolio securities and reinvest the
sale proceeds in such opportunities may be limited both by its sub-adviser's
desire to retain such existing portfolio securities based on their relative
return potential and the prospective tax impact which may result from a current
sale of such securities. Thus, the Fund may be unable to capitalize on
attractive investment opportunities presented to it unless it has the ability to
raise capital on a timely basis. The market value of the Fund's Shares, however,
periodically falls below NAV, which is not uncommon for a closed-end fund. If
this happens, absent shareholder approval of this proposal, the Fund would be
precluded from selling Shares to raise capital during periods in which Shares
are trading at a price below NAV.
The following table sets forth a comparison, as of the last day of each
fiscal quarter of the Fund beginning November 30, 2004, between the Fund's NAV
per share and the comparable closing price of Shares:
--------------------- -------------- -----------------------------------------
DATE SHARE PRICE NAV
--------------------- -------------- -----------------------------------------
November 30, 2004 $22.12 $21.30
--------------------- -------------- -----------------------------------------
February 28, 2005 $23.65 $22.81
--------------------- -------------- -----------------------------------------
May 31, 2005 $22.70 $22.48
--------------------- -------------- -----------------------------------------
August 31, 2005 $23.33 $23.90
--------------------- -------------- -----------------------------------------
November 30, 2005 $20.92 $22.50
--------------------- -------------- -----------------------------------------
February 28, 2006 $21.02 $22.84
--------------------- -------------- -----------------------------------------
May 31, 2006 $20.70 $23.81
--------------------- -------------- -----------------------------------------
August 31, 2006 $22.31 $24.36
--------------------- -------------- -----------------------------------------
November 30, 2006 $24.49 $25.85
--------------------- -------------- -----------------------------------------
February 28, 2007 $27.94 $27.79
--------------------- -------------- -----------------------------------------
May 31, 2007 $28.10 $30.52
--------------------- -------------- -----------------------------------------
August 31, 2007 $26.15 $27.83
--------------------- -------------- -----------------------------------------
This proposal, if approved, will provide the Fund with the flexibility
to raise cash and purchase attractively priced securities, even if the net sale
price to the Fund of its common shares is below NAV. The Fund does not
anticipate selling Shares for a price below NAV unless its sub-adviser has
-12-
identified near-term investment opportunities that it believes are attractive
and which the Fund's Board reasonably expects will lead to a long-term increase
in the Fund's NAV or a long-term increase in the level of the Fund's
distributions to shareholders.
To the extent that the Fund issues Shares in a publicly registered
transaction, regardless of whether such Shares are sold at a price above or
below NAV, the market capitalization and number of publicly tradable Shares of
the Fund will increase, thus affording all holders of Shares of the Fund the
prospects of greater liquidity.
Notwithstanding shareholder approval of this proposal, any issuance and
sale of new Shares by the Fund, whether at, above or below NAV, must be approved
by the Board. In determining whether or not to sell additional Shares at a price
below NAV, the Board will have a duty to act in the best interests of the Fund.
CONDITIONS
The Fund will only sell Shares at a price below NAV if the following
conditions are met:
1. The per share offering price, before the deduction of underwriting
fees, commissions and offering expenses, will not be less than the
NAV per share of the Fund's Shares, as determined at any time
within two business days prior to the pricing of the Shares to be
sold in the offering.
2. Immediately following each offering of Shares, after deducting
underwriting fees, commissions and offering expenses, the NAV per
share of the Fund's Shares, as determined at any time within two
business days prior to the pricing of the Shares to be sold, would
not have been diluted by greater than a total of 1% of the NAV per
share as a result of such offering. The Fund will not be subject to
a maximum number of Shares that can be sold or a defined minimum
sales price per share in any offering so long as for each offering
the number of Shares offered and the price at which such Shares are
sold together would not result in dilution of the NAV per share of
the Fund's Shares in excess of the 1% limitation described above.
3. A majority of the Independent Trustees makes a determination, based
on information and a recommendation from the Adviser, that they
reasonably expect that the investments to be made with the net
proceeds of such issuance will lead to a long-term increase in the
Fund's NAV or a long-term increase in the level of the Fund's
distributions to shareholders.
EFFECTS OF SALES OF SHARES FOR A PRICE BELOW NAV
Holders of Shares of the Fund should consider the effect of the
issuance of Shares at a price below NAV on the NAV per outstanding Share. Any
sale of Shares at a price less than the then-current NAV would result in a
reduction of NAV per outstanding Share of the Fund of as much as 1%. The 1940
Act establishes a connection between the sales price of a fund's common shares
and NAV because when common shares are sold at a price below NAV, the resulting
increase in the number of shares is not accompanied by a proportionate increase
in the net assets of the fund.
-13-
If current holders of Shares of the Fund either do not purchase any
Shares in an offering conducted by the Fund or do not purchase sufficient Shares
in such offering to maintain their percentage interest, the voting power of such
holders of Shares will be diluted, regardless of whether the Shares are sold
above or below NAV in such offering. Holders of Shares of the Fund should
consider that they have no subscription, preferential or preemptive rights to
purchase additional Shares of such Fund proposed to be authorized for issuance.
The issuance of additional Shares will also have an effect on the fees
received by the Adviser and the sub-adviser. The Adviser is paid an investment
advisory fee and the sub-adviser is paid a sub-advisory fee, each of which is
based on the Fund's Managed Assets (as defined above under Proposal 1). Any
issuance of additional Shares by the Fund would increase the Fund's Managed
Assets, which would cause an increase in the gross amount of advisory and
sub-advisory fees paid, but would not increase or decrease the advisory fee or
sub-advisory fee as a percentage of the Fund's Managed Assets. (Note that the
sub-adviser's fee is paid by the Adviser.) Because their fees are based on
Managed Assets of the Fund, the Adviser and the sub-adviser's interest in
determining whether to recommend that the Fund issue Shares for a price below
NAV may conflict with the interests of the Fund and its shareholders. However,
the Adviser and EIP (assuming approval by shareholders of Proposal 1) have
committed to waive a portion of their investment advisory fees and sub-advisory
fees following any offering of Shares in the following manner:
(i) the Adviser and EIP will waive all investment advisory
fees and sub-advisory fees with respect to the Fund's assets
attributable to newly-issued Shares (including any assets attributable
to associated financial leverage) for the first three-month period
following any offering of Shares; and
(ii) the Adviser and EIP will waive 50% of investment advisory
fees and sub-advisory fees with respect to the Fund's assets
attributable to newly-issued Shares (including any assets attributable
to associated financial leverage) for the second three-month period
following any offering of Shares.
This waiver is designed to address concerns about dilution created by
the time required to invest the proceeds of the offering of the Shares and the
costs of the offering.
SHAREHOLDER APPROVAL AND REQUIRED VOTE
With respect to Proposal 2, approval by both (i) the affirmative vote
of a majority (in number) of all common shareholders of record of the Fund, as
of the Record Date; and (ii) the affirmative vote of a majority of the votes
cast, in person or by proxy, is required. If both approvals are not obtained,
Proposal 2 will not pass. Solely for purposes of determining whether a majority
of the number of common shareholders of record of the Fund approved Proposal 2,
the number of Shares held by any single shareholder will not be relevant, and
abstentions and broker non-votes will have the effect of a vote against the
proposal. Solely for purposes of determining whether a majority of the votes
cast by the common shareholders approved Proposal 2, each shareholder of record
on the Record Date is entitled to one vote for each Share the shareholder owns
and a proportionate fractional vote for any fraction of a Share the shareholder
owns, and abstentions and broker non-votes will not be counted as votes cast and
will have no effect on the result of the vote.
-14-
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL 2. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING PROPOSAL
2 OR HOW TO VOTE YOUR SHARES, CALL YOUR FUND'S PROXY SOLICITOR, THE ALTMAN
GROUP, AT (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
-15-
ADDITIONAL INFORMATION
INFORMATION ABOUT THE ADVISER
First Trust Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532, serves as the Fund's investment adviser.
INFORMATION ABOUT THE ADMINISTRATOR
PFPC acts as the Fund's 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.
BENEFICIAL OWNERSHIP
As of August 31, 2007, the Trustees beneficially owned the following
number of Shares of the Fund:
-------------------------------------- -----------------
TRUSTEE SHARES OWNED
-------------------------------------- -----------------
Interested Trustee
-------------------------------------- -----------------
James A. Bowen 0
-------------------------------------- -----------------
Independent Trustees
-------------------------------------- -----------------
Richard E. Erickson 296
-------------------------------------- -----------------
Thomas R. Kadlec 700
-------------------------------------- -----------------
Robert F. Keith 0
-------------------------------------- -----------------
Niel B. Nielson 311
-------------------------------------- -----------------
Each Trustee beneficially owns less than 1% of the Shares outstanding
of the Fund.
As of August 31, 2007, the Trustees and officers as a group
beneficially owned 1307 Shares of the Fund, which is less than 1% of the Fund's
Shares outstanding.
To the knowledge of the Fund, as of August 31, 2007, no single
shareholder or "group" (as that term is used in Section 13(d) of the Securities
Exchange Act of 1934 (the "1934 Act")) beneficially owned more than 5% of the
Fund's outstanding Shares. Information as to beneficial ownership is based
solely on reports filed with the SEC.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders
of the Fund to be held in 2008, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of the Fund at 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532, not later than November 17,
2007.
-16-
Any proposals by shareholders may only be brought before an annual
meeting of the Fund if timely written notice (the "Shareholder Notice") is
provided to the Secretary of the Fund. In accordance with the advance notice
provisions included in the Fund's By-Laws, unless a greater or lesser period is
required under applicable law, to be timely, the Shareholder Notice must be
delivered to or mailed and received at the Fund's address, 1001 Warrenville
Road, Suite 300, Lisle, Illinois 60532, Attn: W. Scott Jardine, not less than
forty-five (45) days nor more than sixty (60) days prior to the first
anniversary date of the date of the proxy statement released to shareholders for
the preceding year's annual meeting. However, if and only if the annual meeting
is not scheduled to be held within a period that commences thirty (30) days
before the first anniversary date of the annual meeting for the preceding year
and ends thirty (30) days after such anniversary date (an annual meeting date
outside such period being referred to herein as an "Other Annual Meeting Date"),
such Shareholder Notice must be given as described above by the later of the
close of business on (i) the date forty-five (45) days prior to such Other
Annual Meeting Date or (ii) the tenth (10th) business day following the date
such Other Annual Meeting Date is first publicly announced or disclosed.
Timely submission of a proposal does not mean that such proposal will
be included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Shareholders of the 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 of the Board 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 Fund is November 30.
ANNUAL REPORT DELIVERY
Annual reports will be sent to shareholders of record of the Fund
following the Fund's fiscal year end. The Fund will furnish, without charge, a
copy of its annual report and/or semi-annual report as available upon request.
Such written or oral requests should be directed to the Fund at 1001 Warrenville
Road, Suite 300, Lisle, Illinois 60532 or by calling (800) 988-5891.
Please note that only one annual or semi-annual report or proxy
statement may be delivered to two or more shareholders of the Fund who share an
address, unless the Fund has received instructions to the contrary. To request a
separate copy of an annual or semi-annual report or proxy statement, or for
instructions as to how to request a separate copy of such documents or as to how
to request a single copy if multiple copies of such documents are received,
shareholders should contact the Fund at the address and phone number set forth
above. Pursuant to a request, a separate copy will be delivered promptly.
-17-
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including, with respect to the Fund, any question as to an adjournment or
postponement of the Meeting, the persons named on the enclosed proxy card will
vote thereon according to their best judgment in the interests of the Fund.
_______________, 2007
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
-------------------------------------------------------------------------------
IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSALS FOR
THE FUND OR HOW TO VOTE YOUR SHARES, CALL YOUR FUND'S PROXY SOLICITOR, THE
ALTMAN GROUP, AT (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN
TIME.
-------------------------------------------------------------------------------
-18-
APPENDIX A
FORM OF NEW SUB-ADVISORY AGREEMENT
AGREEMENT made as of this [____] day of [____], 2007 by and among
Energy Income and Growth Fund, a Massachusetts business trust (the "Fund"),
First Trust Advisors L.P., an Illinois limited partnership and a registered
investment adviser with the Securities and Exchange Commission ("SEC") (the
"Manager"), and Energy Income Partners, LLC, a Delaware limited liability
company and a registered investment adviser with the SEC (the "Sub-Adviser").
WHEREAS, the Fund is a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Fund has retained the Manager to serve as the investment
manager for the Fund pursuant to an Investment Management Agreement between the
Manager and the Fund (as such agreement may be modified from time to time, the
"Management Agreement");
WHEREAS, the Management Agreement provides that the Manager may,
subject to the initial and periodic approvals required under Section 15 of the
1940 Act, appoint a sub-adviser at its own cost and expense for the purpose of
furnishing certain services required under the Management Agreement;
WHEREAS, the Fund and the Manager desire to retain the Sub-Adviser to
furnish investment advisory services for the Fund's investment portfolio, upon
the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment. The Fund and the Manager hereby appoint the
Sub-Adviser to provide certain sub-investment advisory services to the Fund for
the period and on the terms set forth in this Agreement. The Sub-Adviser accepts
such appointment and agrees to furnish the services herein set forth for the
compensation herein provided. The Sub-Adviser shall, for all purposes herein
provided, be deemed an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for nor represent the
Fund or Manager in any way, nor otherwise be deemed an agent of the Fund or the
Manager.
2. Services to Be Performed. Subject always to the supervision of the
Fund's Board of Trustees and the Manager, the Sub-Adviser will act as
sub-adviser for, and manage on a discretionary basis the investment and
reinvestment of the assets of the Fund, furnish an investment program in respect
of, make investment decisions for, and place all orders for the purchase and
sale of securities for the Fund's investment portfolio, all on behalf of the
Fund and as described in the Fund's most recent effective registration statement
on Form N-2 as declared effective by the SEC, and as the same may thereafter be
amended from time to time. In the performance of its duties, the Sub-Adviser
will in all material respects (a) satisfy any applicable fiduciary duties it may
have to the Fund, (b) monitor the Fund's investments, and (c) comply with the
provisions of the Fund's Declaration of Trust and By-laws, as amended from time
to time and communicated by the Fund or the Manager to the Sub-Adviser in
writing, and the stated investment objectives, policies and restrictions of the
Fund as such objectives, policies and restrictions may subsequently be changed
by the Fund's Board of Trustees and communicated by the Fund or the Manager to
A-1
the Sub-Adviser in writing. The Fund or the Manager has provided the Sub-Adviser
with current copies of the Fund's Declaration of Trust, By-laws, prospectus,
statement of additional information and any amendments thereto, and any
objectives, policies or limitations not appearing therein as they may be
relevant to the Sub-Adviser's performance under this Agreement.
The Sub-Adviser is authorized to select the brokers or dealers that
will execute the purchases and sales of portfolio investments for the Fund, and
is directed to use its commercially reasonable efforts to obtain best execution,
which includes most favorable net results and execution of the Fund's orders,
taking into account all appropriate factors, including price, dealer spread or
commission, size and difficulty of the transaction and research or other
services provided. Subject to approval by the Fund's Board of Trustees and
compliance with the policies and procedures adopted by the Board of Trustees for
the Fund and to the extent permitted by and in conformance with applicable law
(including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or
dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser
will not be deemed to have acted unlawfully, or to have breached a fiduciary
duty to the Fund, or be in breach of any obligation owing to the Fund under this
Agreement, or otherwise, solely by reason of its having caused the Fund to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Sub-Adviser determined in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Sub-Adviser's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion.
In addition, the Sub-Adviser may, to the extent permitted by applicable
law, aggregate purchase and sale orders of securities placed with respect to the
assets of the Fund with similar orders being made simultaneously for other
accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Fund, taking into consideration the selling or purchase price, brokerage
commissions and other expenses. In the event that a purchase or sale of an asset
of the Fund occurs as part of any aggregate sale or purchase orders, the
objective of the Sub-Adviser and any of its affiliates involved in such
transaction shall be to allocate the securities so purchased or sold, as well as
expenses incurred in the transaction, among the Fund and other accounts in a
fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge
that under some circumstances, such allocation may adversely affect the Fund
with respect to the price or size of the securities positions obtainable or
salable. Whenever the Fund and one or more other investment advisory clients of
the Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in a manner believed by the Sub-Adviser
to be equitable to each, although such allocation may result in a delay in one
or more client accounts being fully invested that would not occur if such an
allocation were not made. Moreover, it is possible that due to differing
investment objectives or for other reasons, the Sub-Adviser and its affiliates
may purchase securities or loans of an issuer for one client and at
approximately the same time recommend selling or sell the same or similar types
of securities or loans for another client.
The Sub-Adviser will not arrange purchases or sales of securities
between the Fund and other accounts advised by the Sub-Adviser or its affiliates
unless (a) such purchases or sales are in accordance with applicable law
(including Rule 17a-7 of the 1940 Act) and the Fund's policies and procedures,
(b) the Sub-Adviser determines the purchase or sale is in the best interests of
the Fund, and (c) the Fund's Board of Trustees has approved these types of
transactions.
A-2
The Fund may adopt policies and procedures that modify or restrict the
Sub-Adviser's authority regarding the execution of the Fund's portfolio
transactions provided herein. Such policies and procedures and any amendments
thereto will be communicated by the Manager to the Sub-Adviser.
The Sub-Adviser will communicate to the officers and trustees of the
Fund such information relating to transactions for the Fund as they may
reasonably request. In no instance will the Fund's portfolio securities be
purchased from or sold to the Manager, the Sub-Adviser or any affiliated person
of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted
under the 1940 Act.
The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing
such services as it uses in providing services to other fiduciary
accounts for which it has investment responsibilities;
(b) will (i) conform in all material respects to all
applicable rules and regulations of the SEC, (ii) comply in all
material respects with all policies and procedures adopted by the Board
of Trustees for the Fund and communicated to the Sub-Adviser in writing
and, (iii) conduct its activities under this Agreement in all material
respects in accordance with any applicable law and regulations of any
governmental authority pertaining to its investment advisory
activities;
(c) will report to the Manager and to the Board of Trustees
of the Fund on a quarterly basis and will make appropriate persons
available for the purpose of reviewing with representatives of the
Manager and the Board of Trustees on a regular basis at such times as
the Manager or the Board of Trustees may reasonably request in writing
regarding the management of the Fund, including, without limitation,
review of the general investment strategies of the Fund, the
performance of the Fund's investment portfolio in relation to relevant
standard industry indices and general conditions affecting the
marketplace and will provide various other reports from time to time as
reasonably requested by the Manager or the Board of Trustees of the
Fund; and
(d) will prepare and maintain such books and records with
respect to the Fund's securities and other transactions for the Fund's
investment portfolio as required for registered investment advisers
under applicable law or as otherwise requested by the Manager and will
prepare and furnish the Manager and Fund's Board of Trustees such
periodic and special reports as the Board or the Manager may reasonably
request. The Sub-Adviser further agrees that all records that it
maintains for the Fund are the property of the Fund and the Sub-Adviser
will surrender promptly to the Fund any such records upon the request
of the Manager or the Fund (provided, however, that the Sub-Adviser
shall be permitted to retain copies thereof); and shall be permitted to
retain originals (with copies to the Fund) to the extent required under
Rule 204-2 of the Investment Advisers Act of 1940 or other applicable
law.
3. Expenses. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than (i) the cost of securities and other assets purchased for
the Fund, and (ii) the costs directly associated with purchasing and selling
securities and other assets for the Fund, if any, including, but not limited to,
brokerage commissions, stamps, duties, taxes and custody fees related to
transfers.
A-3
4. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a portfolio
management fee (the "Management Fee") equal to the annual rate of 0.50% of the
Fund's Managed Assets (as defined below). For purposes of calculating the
Management Fee, Managed Assets means the average daily gross asset value of the
Fund (including assets attributable to the Fund's preferred shares, if any, and
the principal amount of borrowings), minus the sum of the Fund's accrued and
unpaid dividends on any outstanding preferred shares and accrued liabilities
(other than the principal amount of any borrowings incurred, commercial paper or
notes or other forms of indebtedness issued by the Fund and the liquidation
preference of any outstanding preferred shares). The Management Fee shall be
payable in arrears on or about the first day of each month during the term of
this Agreement.
For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.
5. Services to Others. The Fund and the Manager acknowledge that the
Sub-Adviser now acts, or may in the future act, as an investment adviser to
other managed accounts and as investment adviser or sub-investment adviser to
one or more other investment companies that are not a series of the Fund. In
addition, the Fund and Manager acknowledge that the persons employed by the
Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not
devote their full time to such efforts. It is also agreed that the Sub-Adviser
may use any supplemental research obtained for the benefit of the Fund in
providing investment advice to its other investment advisory accounts and for
managing its own accounts.
6. Limitation of Liability. The Sub-Adviser shall not be liable for,
and the Fund and Manager will not take any action against the Sub-Adviser to
hold the Sub-Adviser liable for, any error of judgment or mistake of law or for
any loss suffered by the Fund or the Manager (including, without limitation, by
reason of the purchase, sale or retention of any security) in connection with
the performance of the Sub-Adviser's duties under this Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser in the performance of its duties under this Agreement,
or by reason of its reckless disregard of its obligations and duties under this
Agreement.
7. Term; Termination; Amendment. This Agreement shall become effective
with respect to the Fund on [____] (the "Effective Date") provided that it has
been approved in the manner required by the 1940 Act, and shall remain in full
force until June 30, 2009 unless sooner terminated as hereinafter provided. This
Agreement, however, shall continue in force from year to year thereafter, but
only as long as such continuance is specifically approved for the Fund at least
annually in the manner required by the 1940 Act and the rules and regulations
thereunder; provided, however, that if the continuation of this Agreement is not
approved for the Fund, the Sub-Adviser may continue to serve in such capacity
for the Fund in the manner and to the extent permitted by the 1940 Act and the
rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Manager or the Sub-Adviser upon sixty (60) days' written notice to the
other parties. This Agreement may also be terminated by the Fund by action of
the Board of Trustees of the Fund or by a vote of a majority of the outstanding
A-4
voting securities of such Fund upon sixty (60) days' written notice to the
Sub-Adviser by the Fund without payment of any penalty.
This Agreement may be terminated at any time without the payment of any
penalty by the Manager, the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Fund in the event that it
shall have been established by a court of competent jurisdiction that the
Sub-Adviser or any officer or director of the Sub-Adviser has taken any action
that results in a breach of the material covenants of the Sub-Adviser set forth
herein.
The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the 1940 Act and the
rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 4 earned prior to such termination and for any additional
period during which Sub-Adviser serves as such for the Fund, subject to
applicable law.
8. Compliance Certification. From time to time the Sub-Adviser shall
provide such certifications with respect to Rule 38a-1 under the 1940 Act, as
are reasonably requested by the Fund or Manager. In addition, the Sub-Adviser
will, from time to time, provide a written assessment of its compliance program
in conformity with current industry standards that is reasonably acceptable to
the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under
the 1940 Act.
9. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery and addressed as follows or addressed to such other person or
address as such party may designate for receipt of such notice.
IF TO THE MANAGER OR THE FUND: IF TO THE SUB-ADVISER:
Energy Income and Growth Fund
First Trust Advisors L.P. ENERGY INCOME PARTNERS, LLC
1001 Warrenville Road, Suite 300 49 Riverside Avenue
Lisle, Illinois 60532 Westport, Connecticut 06880
Attention: Secretary Attention: James J. Murchie
If by Facsimile: (630) 241-8650 If by Facsimile: (203) 286-1602
10. Limitations on Liability. All parties hereto are expressly put on
notice of the Fund's Declaration of Trust and all amendments thereto, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability contained therein and a copy
of which has been provided to the Sub-Adviser prior to the date hereof. This
Agreement is executed on behalf of the Fund by the Fund's officers in their
capacity as officers and not individually and is not binding upon any of the
Trustees, officers, or shareholders of the Fund individually but the obligations
imposed upon the Fund by this Agreement are binding only upon the assets and
property of the Fund, and persons dealing with the Fund must look solely to the
assets of the Fund for the enforcement of any claims.\
A-5
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
12. Applicable Law. This Agreement shall be construed in accordance
with applicable federal law and (except as to Section 10 hereof which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.
13. Amendment, Etc. This Agreement may only be amended, or its
provisions modified or waived, in a writing signed by the party against which
such amendment, modification or waiver is sought to be enforced.
14. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Fund represents that engagement of the Sub-Adviser has been duly authorized
by the Fund and is in accordance with the Fund's Declaration of Trust and other
governing documents of the Fund.
15. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Management Fee described
in Section 4 are not severable.
16. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties hereto with respect to the subject matter expressly set
forth herein.
A-6
IN WITNESS WHEREOF, the Fund, Manager and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above written.
FIRST TRUST ADVISORS L.P. ENERGY INCOME PARTNERS, LLC
By: ___________________________ By: _____________________________________
Title: ____________________ Title: _____________________________
ENERGY INCOME AND GROWTH FUND
By: ___________________________
Title: ____________________
A-7
PROXY CARD
PLEASE FOLD ALONG THE PERFORMATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------
Proxy - ENERGY INCOME AND GROWTH FUND
--------------------------------------------------------------------------
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING ON JANUARY 8, 2008
The undersigned holder of shares of the Energy Income and Growth Fund (the
"Fund"), a Massachusetts business trust, hereby appoints W. Scott Jardine, Mark
R. Bradley and Kristi A. Maher as attorneys and proxies for the undersigned,
with full powers of substitution and revocation, to represent the undersigned
and to vote on behalf of the undersigned all shares of the Fund that the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Fund (the "Meeting") to be held at the offices of First Trust Advisors L.P.,
1001 Warrenville Road, Suite 300, Lisle, IL 60532, at 4:00 p.m. Central time on
the date indicated above, and any adjournment or adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and the Proxy Statement dated [--], 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 Mee ting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
ENERGY INCOME AND GROWTH FUND
MR. A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
Using a BLACK INK pen, mark your
votes with an X as shown in this
example. Please do not write
outside the designated areas. [X]
--------------------------------------------------------------------------------
Special Meeting Proxy Card
--------------------------------------------------------------------------------
PLEASE FOLD ALONG THE PERFORMATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
A Proposals -- The Board of Trustees recommends a vote FOR Proposal 1 and
Proposal 2
For Against Abstain
1. Approval of New Sub-Advisory Agreement [ ] [ ] [ ]
For Against Abstain
2. Approval to Issue and Sell Shares at a Net [ ] [ ] [ ]
Price Below Net Asset Value
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
PROPOSAL 1 AND PROPOSAL 2.
B Non-Voting Items
Change of Address -- Please print new address below.
Comments -- Please print your comments below.
C Authorized Signatures -- This section must be completed for your vote
to be counted. -- Date and Sign Below
Please sign exactly as your name appears on this Proxy. If joint owners, EITHER
may sign this proxy. When signing as attorney, executor, administrator, trustee,
guardian or corporate officer, please give full title.
Date (mm/dd/yyyy) -- Please print date below.
____/____/____
Signature 1 -- Please keep signature within the box.
_______________________________________
Signature 2 -- Please keep signature with the box.
________________________________________
STOCK#