WITNESSETH: WHEREAS, the Fund and the Adviser have separately entered into an Investment Management Agreement on July 22, 2003; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, and in connection with the establishment...

               ORGANIZATION EXPENSES AND OFFERING COSTS AGREEMENT

         THIS ORGANIZATION EXPENSES AND OFFERING COSTS AGREEMENT made this 26td
day of August, 2003, by and between FIRST TRUST VALUE LINE(R) DIVIDEND FUND, a
Massachusetts business trust (the "Fund"), and FIRST TRUST ADVISORS, L.P. (the
"Adviser").


                                   WITNESSETH:

         WHEREAS, the Fund and the Adviser have separately entered into an
Investment Management Agreement on July 22, 2003;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, and in connection with the establishment and commencement of
operations of the Fund, it is hereby agreed by and between the parties hereto as
follows:

                  1. As set forth in the prospectus of the Fund dated August 26,
         2003 (the "Prospectus"), the Adviser agrees to pay (i) all
         organizational expenses of the Fund and (ii) all offering costs (other
         than sales loads) that exceed $0.03 per Common Share (as such term is
         defined in the Prospectus).

                    2. If any provision of this Agreement shall be held or made
         invalid by a court decision, statute, rule, or otherwise, the remainder
         shall not be thereby affected.

                    3. The Fund's Declaration of Trust is on file with the
         Secretary of the Commonwealth of Massachusetts. This Agreement is
         executed on behalf of the Fund by the Fund's officers as officers and
         not individually and the obligations imposed upon the Fund by this
         Agreement are not binding upon any of the Fund's Trustees, officers or
         shareholders individually but are binding only upon the assets and
         property of the Fund.

                    4. This Agreement shall be construed in accordance with
         applicable federal law and (except as to Section 3 hereof which shall
         be construed in accordance with the laws of Massachusetts) the laws of
         the State of Illinois.


Page 1


         IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement
to be executed on the day and year above written.


                                         FIRST TRUST VALUE LINE(R) DIVIDEND FUND



                                          By: /s/  Xxxxx X. Xxxxx
                                          ---------------------------------
                                          Name: Xxxxx X. Xxxxx
                                          Title: President


ATTEST: /s/  Xxxx X. Xxxxxxx
        ---------------------------
        Name:  Xxxx X. Xxxxxxx
        Title: Chief Financial Officer



                                          FIRST TRUST ADVISORS, L.P.



                                          By: /s/  Xxxxx X. Xxxxx
                                          ---------------------------------
                                          Name: Xxxxx X. Xxxxx
                                          Title: President


ATTEST: /s/  Xxxx X. Xxxxxxx
        ---------------------------
        Name:  Xxxx X. Xxxxxxx
        Title: Chief Financial Officer