As filed with the Securities and Exchange Commission on March 2, 2007.
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1933 Act File No. 333-124146
1940 Act File No. 811-21756
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 theCommission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
FIRST TRUST STRATEGIC HIGH INCOME 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 MARCH 2, 2007
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
Energy Income and Growth Fund
First Trust/Fiduciary Asset Management Covered Call Fund
First Trust/Aberdeen Global Opportunity Income Fund
First Trust/FIDAC Mortgage Income Fund
First Trust Strategic High Income Fund
First Trust Strategic High Income Fund II
First Trust Tax-Advantaged Preferred Income Fund
First Trust/Aberdeen Emerging Opportunity Fund
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
March [___], 2007
Dear Shareholder:
The accompanying materials relate to the Joint Annual Meetings of
Shareholders (each a "Meeting" and collectively, the "Meetings") of
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income
Fund, Energy Income and Growth Fund, First Trust/Fiduciary Asset
Management Covered Call Fund, First Trust/Aberdeen Global Opportunity
Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II,
First Trust Tax-Advantaged Preferred Income Fund and First
Trust/Aberdeen Emerging Opportunity Fund (each a "Fund" and
collectively, the "Funds"). The Meetings will be held at the offices of
First Trust Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532, on April 16, 2007 at 4:00 p.m. Central time.
At the Meeting, you will be asked to vote on a proposal to elect
Trustees of your Fund and to transact such other business as may
properly come before the Meeting and any adjournments thereof.
Shareholders of First Trust Strategic High Income Fund and First Trust
Strategic High Income Fund II will also be asked to vote on a proposal
to approve a change in the respective Fund's industry concentration
policy. The proposals are described in the accompanying Notice of Joint
Annual Meetings of Shareholders and Joint Proxy Statement.
YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT. If you cannot
attend the Meeting, you may participate by proxy. As a shareholder, you
cast one vote for each share of a Fund that you own and a proportionate
fractional vote for any fraction of a share that you own. Please take a
few moments to read the enclosed materials and then cast your vote on
the enclosed proxy card.
Voting takes only a few minutes. Each shareholder's vote is important.
Your prompt response will be much appreciated.
After you have voted on the proposal(s), please be sure to sign your
proxy card and return it in the enclosed postage-paid envelope.
We appreciate your participation in this important Meeting. Thank you.
Sincerely,
James A. Bowen
Chairman of the Board
IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL
TO APPROVE THE NEW INDUSTRY CONCENTRATION POLICY FOR FIRST TRUST
STRATEGIC HIGH INCOME FUND AND FIRST TRUST STRATEGIC HIGH INCOME FUND II
OR HOW TO VOTE YOUR SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M.
TO 10:00 P.M. EASTERN TIME.
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating
your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in
the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the
registration.
3. All Other Accounts: The capacity of the individual signing the
proxy should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr., UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
Energy Income and Growth Fund
First Trust/Fiduciary Asset Management Covered Call Fund
First Trust/Aberdeen Global Opportunity Income Fund
First Trust/FIDAC Mortgage Income Fund
First Trust Strategic High Income Fund
First Trust Strategic High Income Fund II
First Trust Tax-Advantaged Preferred Income Fund
First Trust/Aberdeen Emerging Opportunity Fund
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
Notice of Joint Annual Meetings of Shareholders
To be held on April 16, 2007
March [___], 2007
To the Shareholders of the above Funds:
Notice is hereby given that the Joint Annual Meetings of Shareholders
(each a "Meeting" and collectively, the "Meetings") of Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund, Energy
Income and Growth Fund, First Trust/Fiduciary Asset Management Covered
Call Fund, First Trust/Aberdeen Global Opportunity Income Fund, First
Trust/FIDAC Mortgage Income Fund, First Trust Strategic High Income
Fund, First Trust Strategic High Income Fund II, First Trust Tax-
Advantaged Preferred Income Fund and First Trust/Aberdeen Emerging
Opportunity Fund (each a "Fund" and collectively, the "Funds"), each a
Massachusetts business trust, will be held at the offices of First Trust
Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532,
on April 16, 2007, at 4:00 p.m. Central time, for the following purposes:
1. The election of Trustees of each Fund.
2. First Trust Strategic High Income Fund and First Trust
Strategic High Income Fund II only. To approve a change in each Fund's
industry concentration policy from non-concentrated to concentrated in
residential mortgage-backed securities.
3. To transact such other business as may properly come
before the Meetings or any adjournment thereof.
The Board of Trustees has fixed the close of business on February 12,
2007 as the record date for the determination of shareholders entitled
to notice of and to vote at the Meetings.
By order of the Board of Trustees,
W. Scott Jardine
Secretary
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 PROPOSAL 2 OR HOW TO VOTE YOUR SHARES, CALL (800)
761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
Energy Income and Growth Fund
First Trust/Fiduciary Asset Management Covered Call Fund
First Trust/Aberdeen Global Opportunity Income Fund
First Trust/FIDAC Mortgage Income Fund
First Trust Strategic High Income Fund
First Trust Strategic High Income Fund II
First Trust Tax-Advantaged Preferred Income Fund
First Trust/Aberdeen Emerging Opportunity Fund
Joint Annual Meetings of Shareholders
April 16, 2007
1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
Joint Proxy Statement
March [___], 2007
This Joint Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Trustees of Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund, Energy
Income and Growth Fund, First Trust/Fiduciary Asset Management Covered
Call Fund, First Trust/Aberdeen Global Opportunity Income Fund, First
Trust/FIDAC Mortgage Income Fund, First Trust Strategic High Income
Fund, First Trust Strategic High Income Fund II, First Trust Tax-
Advantaged Preferred Income Fund and First Trust/Aberdeen Emerging
Opportunity Fund (each a "Fund" and collectively, the "Funds"), each a
Massachusetts business trust, for use at the Annual Meetings of
Shareholders of the Funds to be held on April 16, 2007, at 4:00 p.m.
Central time, at the offices of First Trust Advisors L.P., 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532, and at any
adjournments thereof (each a "Meeting" and collectively, the
"Meetings"). A Notice of Joint Annual Meetings of Shareholders and a
proxy card accompany this Joint Proxy Statement. The Board of Trustees
of the Funds has determined that the use of this Joint Proxy Statement
is in the best interests of each Fund and its shareholders in light of
the same matter (proposal 1) being considered and voted on by
shareholders.
Proxy solicitations will be made, beginning on or about March 15, 2007,
primarily by mail, but such solicitations may also be made by telephone
or personal interviews conducted by (i) officers of each Fund; (ii) The
Altman Group, a proxy solicitor that will provide proxy solicitation
services in connection with proposal 2; (iii) First Trust Advisors L.P.
("First Trust Advisors" or the "Adviser"), the investment adviser of the
Funds; (iv) PFPC Inc. ("PFPC"), the administrator, accounting agent and
transfer agent of the Funds and a subsidiary of The PNC Financial
Services Group Inc.; or (v) any affiliates of those entities.
THE FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE ADVISER AT 1001 WARRENVILLE
ROAD, SUITE 300, LISLE, ILLINOIS 60532 OR BY CALLING (800) 988-5891.
THIS JOINT PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE
MAILED TO SHAREHOLDERS ON OR ABOUT MARCH 15, 2007.
The costs incurred in connection with the preparation of this Joint
Proxy Statement and its enclosures, other than the preparation of
proposal 2, will be paid by the Funds. The Funds will also reimburse
brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of Fund shares. The costs associated
with the preparation of proposal 2 and of the proxy solicitation
activities with respect to proposal 2 are expected to be approximately
$16,000 for First Trust Strategic High Income Fund and $20,000 for First
Trust Strategic High Income Fund II and will be paid by First Trust
Advisors, the investment adviser of the First Trust Strategic High
Income Fund and the First Trust Strategic High Income Fund II (the
"Strategic Funds").
If the enclosed proxy card is properly executed and returned in time to
be voted at the Meeting, the shares represented thereby will be voted in
accordance with the instructions marked thereon. If no instructions are
marked on the enclosed proxy card, shares represented thereby will be
voted in the discretion of the persons named on the proxy card.
Accordingly, unless instructions to the contrary are marked thereon, a
proxy will be voted FOR the election of the nominees as Trustees, FOR
the approval of the change in the industry concentration policy for the
Strategic Funds and FOR or AGAINST any other matters as deemed
appropriate. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the
Meeting and voting his or her shares in person, or by submitting a
letter of revocation or a later-dated proxy to the Fund at the above
address prior to the date of the Meeting. Shareholders who intend to
attend the Meeting will need to show valid identification and proof of
share ownership to be admitted to the Meeting.
The following table indicates which shareholders are solicited with
respect to each proposal:
Proposal 1: Proposal 2:
Election of Approval of Change in
Fund Trustees Industry Concentration Policy
Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund X
Energy Income and Growth Fund X
First Trust/Fiduciary Asset Management Covered Call Fund X
First Trust/Aberdeen Global Opportunity Income Fund X
First Trust/FIDAC Mortgage Income Fund X
First Trust Strategic High Income Fund X X
First Trust Strategic High Income Fund II X X
First Trust Tax-Advantaged Preferred Income Fund X
First Trust/Aberdeen Emerging Opportunity Fund X
Under the By-Laws of each Fund, a quorum is constituted by the presence
in person or by proxy of the holders of thirty-three and one-third
percent (33-1/3%) of the voting power of the outstanding Shares 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
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nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular
matter), shall be counted. Any meeting of Shareholders may be postponed
prior to the meeting with notice to the Shareholders entitled to vote at
that meeting. Any meeting of Shareholders may, by action of the
chairman of the meeting, be adjourned without further notice with
respect to one or more matters to be considered at such meeting to a
designated time and place, whether or not a quorum is present with
respect to such matter. In addition, upon motion of the chairman of the
meeting, the question of adjournment may be submitted to a vote of the
Shareholders, and in that case, any adjournment with respect to one or
more matters must be approved by the vote of holders of a majority of
the Shares present and entitled to vote with respect to the matter or
matters adjourned, and without further notice. Unless a proxy is
otherwise limited in this regard, any Shares present and entitled to
vote at a Meeting that are represented by broker non-votes, may, at the
discretion of the proxies named therein, be voted in favor of such an
adjournment or adjournments.
For each Fund, the affirmative vote of a plurality of the shares present
and entitled to vote at the Meeting will be required to elect the
Trustees of that Fund. For the Strategic Funds, the vote of a majority
of the outstanding voting securities of the Fund will be required for
the approval of the change in the industry concentration policy. The
"vote of a majority of the outstanding voting securities" is defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), as the
vote of the lesser of (i) 67% or more of the shares of the Fund present
at the Meeting if the holders of more than 50% of such outstanding
shares are present in person or represented by proxy; or (ii) more than
50% of such outstanding shares of the Fund.
For purposes of determining the approval of the proposal to elect
nominees for each Fund, abstentions and broker non-votes will have no
effect. For purposes of determining the approval of the change in
industry concentration policy for the Strategic Funds, abstentions and
broker non-votes will have the effect of a vote against the proposal.
The close of business on February 12, 2007 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled
to notice of and to vote at the Meetings and any adjournments or
postponements thereof.
Except for First Trust Tax-Advantaged Preferred Income Fund, each Fund
has one class of shares of beneficial interest, par value $0.01 per
share, known as common shares ("Common Shares"). The First Trust Tax-
Advantaged Preferred Income Fund has two classes of shares of beneficial
interest, par value $0.01 per share, Common Shares and Series M Auction
Preferred Shares ("Preferred Shares").
On the Record Date, each Fund had the following number of Common and
Preferred Shares, if applicable, (collectively the "Shares") outstanding:
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Common Shares Preferred Shares
Fund Outstanding Outstanding
Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund 8,980,236 N/A
Energy Income and Growth Fund 6,446,996 N/A
First Trust/Fiduciary Asset Management Covered Call Fund 19,973,164 N/A
First Trust/Aberdeen Global Opportunity Income Fund 17,365,236 N/A
First Trust/FIDAC Mortgage Income Fund 4,045,236 N/A
First Trust Strategic High Income Fund 8,921,448 N/A
First Trust Strategic High Income Fund II 9,430,675 N/A
First Trust Tax-Advantaged Preferred Income Fund 2,970,712 880
First Trust/Aberdeen Emerging Opportunity Fund 5,905,236 N/A
Common Shares of Energy Income and Growth Fund and First Trust Tax-
Advantaged Preferred Income Fund are listed on the American Stock
Exchange under the ticker symbols FEN and FPI, respectively. Common
Shares of Macquarie/First Trust Global Infrastructure/Utilities Dividend
& Income Fund, First Trust/Fiduciary Asset Management Covered Call Fund,
First Trust/Aberdeen Global Opportunity Income Fund, First Trust/FIDAC
Mortgage Income Fund, First Trust Strategic High Income Fund, First
Trust Strategic High Income Fund II and First Trust/Aberdeen Emerging
Opportunity Fund are listed on the New York Stock Exchange under the
ticker symbols MFD, FFA, FAM, FMY, FHI, FHY and FEO, respectively. The
Preferred Shares of the First Trust Tax-Advantaged Preferred Income Fund
are not listed on a national stock exchange.
Shareholders of record on the Record Date are entitled to one vote for
each Share the shareholder owns and a proportionate fractional vote for
any fraction of a Share the shareholder owns. To the knowledge of the
Board of Trustees, as of March 1, 2007, no single shareholder or "group"
(as that term is used in Section 13(d) of the Securities Exchange Act of
1934 (the "1934 Act")) beneficially owned more than 5% of any Fund's
outstanding Shares, with the exception of Sit Investment Associates,
Inc. and Wachovia Corporation, which owned 16.44% and 7.63%,
respectively, of First Trust/FIDAC Mortgage Income Fund. Information as
to beneficial ownership is based on reports filed with the Securities
and Exchange Commission ("SEC") by such holders.
COMMON SHARES BENEFICIALLY % OF OUTSTANDING COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED SHARES BENEFICIALLY OWNED
Wachovia Corporation 308,639 7.63%
One Wachovia Center
Charlotte, North Carolina 28288-0137
Sit Investment Associates, Inc. 664,853 16.44%
3300 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Information is based solely upon information presented in Schedule 13G,
filed on February 5, 2007 by Wachovia Corporation and on January 25,
2007 by Sit Investment Associates, Inc. Pursuant to the Schedules 13G,
the entity has sole voting power over the shares beneficially owned.
The Fund does not have any knowledge of who the ultimate beneficiaries
are of these shares.
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The following table indicates which Shareholders are solicited with
respect to election of Trustees of each Fund:
Matter Common Shares Preferred Shares
a. Election of five (5) Trustees for Macquarie/First Trust Global X
Infrastructure/Utilities Dividend & Income Fund, Energy Income and Growth Fund, First
Trust/Fiduciary Asset Management Covered Call Fund, First Trust/Aberdeen Global
Opportunity Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust Strategic
High Income Fund, First Trust Strategic High Income Fund II and First Trust/Aberdeen
Emerging Opportunity Fund
b.i.Election of three (3) Trustees for First Trust Tax-Advantaged Preferred High X X
Income Fund
b.ii.Election of two (2) Trustees for First Trust Tax-Advantaged Preferred High Income X
Fund
In order that your Shares may be represented at the Meeting, you are
requested to:
indicate your instructions on the proxy card;
date and sign the proxy card;
mail the proxy card promptly in the enclosed envelope which requires no
postage if mailed in the continental United States; and
allow sufficient time for the proxy to be received BY 5:00 P.M., on
APRIL 13, 2007.
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Proposal 1: Election of Trustees
Proposal 1 relates to the election of Trustees of each Fund. Management
proposes the election of five Trustees: James A. Bowen, Richard E.
Erickson, Thomas R. Kadlec, Robert F. Keith and Niel B. Nielson. Each
Trustee has indicated his willingness to continue to serve if elected.
If elected, each nominee will hold office for the term specified below
or until his successor is elected and qualified, or until he resigns,
retires or is otherwise removed. Each nominee's term is in accordance
with the structure of the staggered Board, pursuant to an amendment to
the Funds' By-Laws, which was approved by the Board of each Fund on
December 10, 2006. As a result of the amendment to the Funds' By-Laws,
three classes of Trustees were established: Class I Trustees serve for a
term of one year, Class II Trustees serve for a term of two years and
Class III Trustees serve for a term of three years. Each of the
nominees was elected to each Fund's Board by the Fund's initial
shareholder on the Fund's respective organizational date, except for
Trustee Keith, who was appointed to the Board of the Energy Income and
Growth Fund, First Trust/Fiduciary Asset Management Covered Call Fund,
First Trust/Aberdeen Global Opportunity Income Fund, First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II
and First Trust Tax-Advantaged Preferred Income Fund on June 12, 2006 by
the Trustees. In addition, each of the nominees, except for Trustee
Keith, was elected to the Board of the Energy Income and Growth Fund,
First Trust/Fiduciary Asset Management Covered Call Fund, First
Trust/Aberdeen Global Opportunity Income Fund and First Trust Strategic
High Income Fund to serve a one-year term by the Shareholders at the
last Joint Annual Meetings of Shareholders of these Funds held on April
17, 2006. For the Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund, each of the nominees was elected to this Fund's
Board to serve a one-year term by the Shareholders at its last Joint
Annual Meeting of Shareholders held on September 11, 2006. The fiscal
year end for the Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund has been changed from May 31 to November 30.
This is the first Annual Meeting of Shareholders for First
Trust/Aberdeen Emerging Opportunity Fund, First Trust Strategic High
Income Fund II and First Trust Tax-Advantaged Preferred Income Fund.
a. For Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund, Energy Income and Growth Fund, First
Trust/Fiduciary Asset Management Covered Call Fund, First Trust/Aberdeen
Global Opportunity Income Fund, First Trust/FIDAC Mortgage Income Fund,
First Trust Strategic High Income Fund, First Trust Strategic High
Income Fund II and First Trust/Aberdeen Emerging Opportunity Fund: Five
(5) Trustees are to be elected by holders of Common Shares of each Fund,
voting as a single class. Trustee Keith is a nominee for election as a
Class I Trustee by all Shareholders of each Fund for a one-year term;
Trustees Erickson and Kadlec are nominees for election as Class II
Trustees by all Shareholders of each Fund for a two-year term; and
Trustees Bowen and Nielson are nominees for election as Class III
Trustees by all Shareholders of each Fund for a three-year term.
b. For First Trust Tax-Advantaged Preferred Income Fund:
i. Three (3) Trustees are to be elected by holders of Common and Preferred
Shares of the Fund, voting together as a single class. Trustee Erickson
is a nominee for election as a Class II Trustee by holders of Common and
Preferred Shares of the Fund for a two-year term; Trustees Bowen and
Nielson are nominees for election as Class III Trustees by holders of
Common and Preferred Shares of the Fund for a three-year term; and
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ii. Two (2) Trustees are to be elected by holders of Preferred Shares of the
Fund, voting as a single class. Trustee Keith is a nominee for election
as a Class I Trustee by holders of Preferred Shares of the Fund for a
one-year term; and Trustee Kadlec is a nominee for election as a Class
II Trustee by holders of Preferred Shares of the Fund for a two-year term.
Required Vote: The Trustees, including those who are not "interested
persons" of the Funds ("Independent Trustees") as that term is defined
in the 1940 Act, shall be elected by the affirmative vote of the holders
of a plurality of the Shares of each Fund cast in person or by proxy and
entitled to vote thereon, provided a quorum is present. Abstentions and
broker "non-votes" will have no effect on the approval of the proposal.
Proxies cannot be voted for a greater number of persons than the number
of nominees named.
Unless you give contrary instructions on the enclosed proxy card, your
Shares will be voted FOR the election of the nominees listed if your
proxy card has been properly executed and timely received by the Fund.
If any of the nominees should withdraw or otherwise become unavailable
for election, your Shares will be voted FOR such other nominee or
nominees as management may recommend.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL 1.
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Proposal 2: Approval of Change in Industry Concentration Policy
First Trust Strategic High Income Fund
First Trust Strategic High Income Fund II
Certain investment restrictions of the First Trust Strategic High Income
Fund and the First Trust Strategic High Income Fund II (the "Strategic
Funds") are matters of fundamental policy and may not be changed with
respect to a Fund without the approval of that Fund's shareholders.
Under the 1940 Act, all funds are required to have a fundamental policy
about concentration of their investments in a particular industry or
group of industries. While the 1940 Act does not define "concentration
in an industry," the staff of the Securities and Exchange Commission has
taken the position that investment of 25% or more of a fund's total
assets in one or more issuers conducting their principal activities in
the same industry or group of industries constitutes concentration.
The following chart contains the Strategic Funds' current fundamental
investment restriction with respect to industry concentration and its
proposed replacement.
Current Fundamental Proposed Fundamental
Investment Restriction Investment Restriction
The Fund may not purchase any security if, as a result of the Under normal market conditions, the Fund will invest at least
purchase, 25% or more of the Fund's total assets (taken at 25% of its total assets in residential mortgage-backed
current value) would be invested in the securities of securities. The Fund may not purchase any security if, as a
borrowers and other issuers having their principal business result of the purchase, 25% or more of the Fund's total assets
activities in the same industry; provided, that this (taken at current value) would be invested in the securities
limitation shall not apply with respect to obligations issued of borrowers and other issuers having their principal business
or guaranteed by the U.S. government or by its agencies or activities in the same industry; provided, that this
instrumentalities. limitation shall not apply with respect to residential
mortgage-backed securities or obligations issued or guaranteed
by the U.S. government or by its agencies or instrumentalities.
At a meeting of the Board of Trustees of the Strategic Funds held on
January 17, 2007, the Advisor and Valhalla Capital Partners, LLC
("Valhalla"), the sub-adviser to the Strategic Funds, recommended to the
Board of Trustees that residential mortgage-backed securities be
excluded from the 25% limitation with respect to industry concentration.
Residential mortgage-backed securities have historically offered very
compelling risk/reward characteristics within the structured finance
area. Valhalla believes that removing the limitation on residential
mortgage-backed securities will bring the Strategic Funds in line with
the original intent of their investment strategy. At the same meeting,
the Board of Trustees of the Strategic Funds, including a majority of
the Board members who are not "interested persons" of the Strategic
Funds, First Trust Advisors or Valhalla ("Independent Trustees"),
unanimously determined that the changes in the industry concentration
policies were in the best interests of the Strategic Funds and approved
such changes, subject to approval by shareholders. The 1940 Act
requires that such changes be approved by the Strategic Funds'
shareholders in order for them to become effective. If approved by
shareholders, the changes to each Fund's concentration policies are
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expected to become effective shortly after such approval. In the event
shareholders do not approve such changes, the Board will take such
action as it deems to be in the best interests of the Strategic Funds.
Description of Residential Mortgage-Backed Securities. Residential
mortgage-backed securities represent direct or indirect participations
in, or are secured by and payable from, pools of assets which include
all types of residential mortgage products.
Risks. Each Strategic Fund's total assets will be concentrated in
residential mortgage-backed securities. A fund concentrated
in a single industry is likely to present more risks than a fund that is
broadly diversified over several industries. Mortgage-backed securities
may have less potential for capital appreciation than comparable fixed
income securities, due to the likelihood of increased prepayments of
mortgages as interest rates decline. If a Strategic Fund buys mortgage-
backed securities at a premium, mortgage foreclosures and prepayments of
principal by mortgagors (which usually may be made at any time without
penalty) may result in some loss of the Strategic Fund's principal
investment to the extent of the premium paid. Alternatively, in a rising
interest rate environment, the value of mortgage-backed securities may
be adversely affected when payments on underlying mortgages do not occur
as anticipated, resulting in the extension of the security's effective
maturity and the related increase in interest rate sensitivity of a
longer-term instrument. The value of mortgage-backed securities may also
change due to shifts in the market's perception of issuers and
regulatory or tax changes adversely affecting the markets as a whole. In
addition, mortgage-backed securities are subject to the credit risk
associated with the performance of the underlying mortgage properties.
In certain instances, third-party guarantees or other forms of credit
support can reduce the credit risk.
The Strategic Funds may also invest in mortgage-backed securities which
are interest-only ("IO") securities and principal-only ("PO")
securities. An IO security receives some or all of the interest portion
of the underlying collateral and little or no principal. A reference
principal value called a notional value is used to calculate the amount
of interest due. IOs are sold at a deep discount to their notional
principal amount. A PO security does not receive any interest, is priced
at a deep discount to its redemption value and ultimately receives the
redemption value. Generally speaking, when interest rates are falling
and prepayment rates are increasing, the value of a PO security will
rise and the value of an IO security will fall. Conversely, when
interest rates are rising and prepayment rates are decreasing, generally
the value of a PO security will fall and the value of an IO security
will rise.
Required Vote. The vote of a majority of the outstanding voting
securities of each Strategic Fund will be required for the approval of
the change in each Fund's concentration policy. The "vote of a majority
of the outstanding voting securities" is defined in the 1940 Act as the
vote of the lesser of (i) 67% or more of the shares of the Fund entitled
to vote thereon present at the Meeting if the holders of more than 50%
of such outstanding shares are present in person or represented by
proxy; or (ii) more than 50% of such outstanding shares of the Fund.
For purposes of determining the approval of the change in concentration
policy, abstentions and broker non-votes will have the effect of a vote
against the proposal. The change in industry concentration policy will
not be implemented unless the required vote is received.
THE BOARD OF TRUSTEES OF THE STRATEGIC FUNDS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE STRATEGIC FUNDS VOTE FOR PROPOSAL 2. IF YOU NEED ANY
-9-
ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING PROPOSAL 2 OR HOW TO VOTE
YOUR SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M.
EASTERN TIME.
-10-
Additional Information
Management of the Funds
The management of each Fund, including general supervision of the duties
performed for each Fund under the investment management agreement
between each Fund and the Adviser, is the responsibility of the Board of
Trustees. There are five Trustees of each Fund, one of whom is an
"interested person" (as the term "interested person" is defined in the
1940 Act) and four of whom are Independent Trustees. During the past
five years, no Independent Trustee has been a trustee, director or
employee of, or consultant to, the Adviser, any sub-adviser described
below under "Investment Adviser, Sub-advisers and Administrator," or any
of their affiliates. The Trustees of the Funds set broad policies for
each Fund, choose each Fund's officers, and hire each Fund's investment
adviser and sub-adviser. The officers of the Funds manage the day-to-
day operations and are responsible to the Funds' Board of Trustees. The
following is a list of Trustees and officers of the Funds and a
statement of their present positions, principal occupations during the
past five years, the number of portfolios each oversees and the other
directorships the Trustees hold, if applicable.
Board Nominees
Interested Trustee
Name, Address, and Position(s) Term of Office2 Principal Occupation(s) Number of Other
Date of Birth held with Funds and Length of during past five Portfolios in Directorships
Time Served3 years Fund Complex Held by Trustee
Overseen by
Trustee/Officer
James A. Bowen(1) President, 1 Year President, First Trust 36 Trustee of
1001 Warrenville Road Chairman of Since 2004 Advisors L.P. and First Wheaton College
Suite 300 the Board, Trust Portfolios L.P.;
Lisle, IL 60532 Chief Chairman of the Board,
DOB: 9/55 Executive BondWave LLC and
Officer and Stonebridge Advisors LLC
Trustee
Independent Trustees
Richard E. Erickson Trustee 1 Year Physician; President, 36 NONE
c/o First Trust Advisors Since 2004 Wheaton Orthopedics; Co-
L.P. owner and Co-Director,
1001 Warrenville Road Sports Med Center for
Suite 300 Fitness; Limited Partner,
Lisle, IL 60532 Gundersen Real Estate
DOB: 4/51 Partnership
Thomas R. Kadlec Trustee 1 Year President, ADM 36 NONE
c/o First Trust Advisors Since 2004 Derivatives, Inc. (May
L.P. 2005 to present); Vice
1001 Warrenville Road President and Chief
Suite 300 Financial Officer, ADM
Lisle, IL 60532 Investor Services, Inc.
DOB: 11/57 (Futures Commission
Merchant) (1990 to
present); Registered
Representative, Segerdahl
& Company, Inc., a NASD
member (Broker-Dealer)
(2000 to present)
-11-
Name, Address, and Position(s) Term of Office2 Principal Occupation(s) Number of Other
Date of Birth held with Funds and Length of during past five Portfolios in Directorships
Time Served3 years Fund Complex Held by Trustee
Overseen by
Trustee/Officer
Robert F. Keith Trustee 1 Year President, Hibs 24 NONE
c/o First Trust Advisors Since June 2006 Enterprises (Financial and
L.P. Management Consulting)
1001 Warrenville Road (2003 to present); Aramark
Suite 300 Service Master Management
Lisle, IL 60532 (2001 to 2003); President
DOB: 11/58 and Chief Operating
Officer, Service Master
Management Services (1998
to 2003)
Niel B. Nielson Trustee 1 Year President, Covenant 36 Director of Good
c/o First Trust Advisors Since 2004 College (June 2002 to News Publishers-
L.P. present); Associate Crossway Books;
1001 Warrenville Road Pastor, College Church in Covenant
Suite 300 Wheaton (1997 to June 2002) Transport Inc.
Lisle, IL 60532
DOB: 3/54
Officers
Mark R. Bradley Treasurer, Indefinite Chief Financial Officer, N/A N/A
1001 Warrenville Road Controller, Since 2004 First Trust Advisors L.P.
Suite 300 Chief Financial and First Trust Portfolios
Lisle, IL 60532 Officer L.P.; Chief Financial
DOB: 11/57 and Chief Officer, BondWave LLC and
Accounting Stonebridge Advisors LLC
Officer
Kelley Christensen Vice President Indefinite Assistant Vice President N/A N/A
1001 Warrenville Road Since December of First Trust Portfolios
Suite 300 2006 L.P. and First Trust
Lisle, IL 60532 Advisors L.P.
DOB: 09/70
James M. Dykas Assistant Indefinite Vice President, First
1001 Warrenville Road Treasurer Trust Advisors L.P. and N/A N/A
Suite 300 Since December First Trust Portfolios
Lisle, IL 60532 2005 L.P. (January 2005 to
DOB: 1/66 present); Executive
Director of Van Kampen
Asset Management and
Morgan Stanley Investment
Management (1999 to
January 2005)
Christopher Fallow Assistant Vice Indefinite Assistant Vice President, N/A N/A
1001 Warrenville Road President Since December First Trust Advisors L.P.
Suite 300 2006 (Since January 2005);
Lisle, IL 60532 Municipal Bond Trader,
DOB: 04/79 BondWave LLC (July 2001 to
January 2005)
W. Scott Jardine Secretary and Indefinite General Counsel,
1001 Warrenville Road Chief Secretary First Trust Advisors N/A N/A
Suite 300 Compliance and CCO L.P. and First Trust
Lisle, IL 60532 Officer ("CCO") Since 2004 Portfolios L.P.;
DOB: 5/60 Secretary, BondWave LLC
and Stonebridge Advisors LLC
-12-
Name, Address, and Position(s) Term of Office2 Principal Occupation(s) Number of Other
Date of Birth held with Funds and Length of during past five Portfolios in Directorships
Time Served3 years Fund Complex Held by Trustee
Overseen by
Trustee/Officer
Daniel J. Lindquist Vice President Indefinite Senior Vice President,
1001 Warrenville Road Since December First Trust Advisors L.P. N/A N/A
Suite 300 2005 and First Trust Portfolios
Lisle, IL 60532 L.P. (September 2005 to
DOB: 2/70 Present); Vice President,
First Trust Advisors L.P.
and First Trust Portfolios
L.P. (April 2004 to
September 2005); Chief
Operating Officer, Mina
Capital Management, LLC
(January 2004 to April
2004); Chief Operating
Officer, Samaritan Asset
Management Services, Inc.
(April 2000 to January 2004)
Kristi A. Maher Assistant Indefinite Assistant General Counsel, N/A N/A
1001 Warrenville Road Secretary Since 2004 First Trust Advisors L.P.
Suite 300 and First Trust Portfolios
Lisle, IL 60532 L.P. (March 2004 to
DOB: 12/66 present); Associate,
Chapman and Cutler LLP
(1995-2004)
Mr. Bowen is deemed an "interested person" of the Funds due to his
position as President of First Trust Advisors L.P., investment adviser
of the Funds.
Trustees are elected each year by Shareholders and serve a one-year term
until their successors are elected. On December 10, 2006, each Fund's
Nominating and Governance Committee and Board approved the
implementation of a staggered Board, which required certain amendments
to each Fund's By-Laws. If proposal 1 is approved by shareholders,
Robert F. Keith would serve a one-year term for the Funds, Richard E.
Erickson and Thomas R. Kadlec would each serve a two-year term for the
Funds, and James A. Bowen and Niel B. Nielson would each serve a three-
year term for the Funds. Officers of the Funds have an indefinite term.
All Trustees and officers, except for Robert F. Keith, Daniel J.
Lindquist, James M. Dykas, Kelley Christensen and Christopher Fallow,
were elected in 2005 for First Trust/FIDAC Mortgage Income Fund and
First Trust Strategic High Income Fund. All Trustees and officers,
except for Robert F. Keith, Kelley Christensen and Christopher Fallow,
were elected in 2006 for First Trust Strategic High Income Fund II,
First Trust Tax-Advantaged Preferred Income Fund and First
Trust/Aberdeen Emerging Opportunity Fund, and in 2004 for the other
Funds. Robert F. Keith was appointed to each Fund's Board by the
Trustees on June 12, 2006. Daniel J. Lindquist and James M. Dykas were
elected Vice President and Assistant Treasurer, respectively, of all
funds in the First Trust Fund Complex, including the Funds, on December
12, 2005. Kelley Christensen was elected Vice President of all funds in
the First Trust Fund Complex, including the Funds, on December 10, 2006.
Christopher Fallow was elected Assistant Vice President of the Funds on
December 10, 2006.
In addition to the Funds, the First Trust Fund Complex includes: First
Defined Portfolio Fund, LLC, an open-end management investment company
with 12 portfolios advised by First Trust Advisors; First Trust Value
Line(R) 100 Fund, First Trust/Four Corners Senior Floating Rate Income
Fund and First Trust/Four Corners Senior Floating Rate Income Fund II,
closed-end funds advised by First Trust Advisors; and First Trust
Exchange-Traded Fund, an open-end investment company and an exchange-
traded index fund with twelve operating portfolios advised by First
Trust Advisors.
Messrs. Bowen, Erickson, Kadlec and Nielson are Trustees of First
Defined Portfolio Fund, LLC; Messrs. Bowen, Erickson, Kadlec, Keith and
Nielson are Trustees of First Trust Value Line(R) 100 Fund, First
Trust/Four Corners Senior Floating Rate Income Fund, First Trust/Four
Corners Senior Floating Rate Income Fund II and First Trust Exchange-
Traded Fund. During the past five years, none of the Independent
Trustees, or any of their immediate family members, has ever been a
director, officer, general partner or employee of, or consultant to,
First Trust Advisors, First Trust Portfolios L.P., any sub-adviser or
any of their affiliates. In addition, Mr. Bowen, chief executive
-13-
officer of each Fund, and the other officers of the Funds, hold the same
positions with First Defined Portfolio Fund, LLC, First Trust Value
Line(R) 100 Fund, First Trust/Four Corners Senior Floating Rate Income
Fund, First Trust/Four Corners Senior Floating Rate Income Fund II and
First Trust Exchange-Traded Fund, as they hold with the Funds, except
for Christopher Fallow, who is not an officer of First Defined Portfolio
Fund, LLC.
Beneficial Ownership of Shares Held in the Funds by Each Nominee for
Election as Trustee
The table on the following page sets forth the dollar range and number
of equity securities beneficially owned by the Trustees in each Fund and
the total of all funds in the First Trust Fund Complex, including the
Funds, as of December 31, 2006:
-14-
Macquarie/ First Trust/ First First
First Trust Global Fiduciary Asset Trust/Aberdeen Trust/FIDAC First Trust
Infrastructure/ Energy Management Global Opportunity Mortgage Strategic High
Name of Utilities Dividend Income and Covered Call Income Fund Income Fund Income Fund
Trustee & Income Fund Growth Fund Fund
Interested Trustee
James A. Bowen $0 $0 $0 $10,001-$50,000 $0 $10,001-$50,000
(0 Shares) (0 Shares) (0 Shares) (750 Shares) (0 Shares) (1,000 Shares)
Independent Trustees
Richard E. $10,001-$50,000 $0-$10,000 $0-$10,000 $0-$10,000 $0 $0
Erickson (254.326 Shares) (288.375 Shares) (230.404 Shares) (467.221 Shares) (0 Shares) (0 Shares)
Thomas R. $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $0
Kadlec (800 Shares) (700 Shares) (850 Shares) (850 Shares) (650 Shares) (0 Shares)
Robert F. $10,001-$50,000 $0 $0 $10,001-$50,000 $0 $0
Keith(1) (1,343.8 Shares) (0 Shares) (0 Shares) (2,026.21 Shares) (0 Shares) (0 Shares)
Niel B. $0-$10,000 $0-$10,000 $0-$10,000 $0-$10,000 $0-$10,000 $0-$10,000
Nielson (225 Shares) (300 Shares) (229 Shares) (220 Shares) (302 Shares) (304 Shares)
Aggregate Dollar Range of
Equity Securities in
All Registered
Investment
First Trust Companies
Tax- Overseen by
First Trust Advantaged First Trust/ Trustee in Fund
Name of Strategic High Preferred Aberdeen Emerging Complex/(Number
Trustee Income Fund II Income Fund Opportunity Fund of Shares Held)
Interested Trustee
James A. Bowen $0 $0 $0 Over $100,000
(0 Shares) (0 Shares) (0 Shares) (11,750 Shares)
Independent Trustees
Richard E. $0 $0 $0 $50,001-$100,000
Erickson (0 Shares) (0 Shares) (0 Shares) (3667.007 Shares)
Thomas R. $0 $0 $0 Over $100,000
Kadlec (0 Shares) (0 Shares) (0 Shares) (6,992.186 Shares)
Robert F. $0 $0 $0 Over $100,000
Keith(1) ( (0 Shares) (0 Shares) (0 Shares) (5,729 Shares)
Niel B. $0-$10,000 $0 $0 $50,001-$100,000
Nielson (304 Shares) (0 Shares) (0 Shares) (2583 Shares)
(1) Mr. Keith became a Trustee on June 12, 2006.
-15-
As of December 31, 2006, the Independent Trustees and their immediate
family members did not own, beneficially or of record, any class of
securities of First Trust Advisors or any sub-adviser or principal
underwriter of the Funds or any person, other than a registered
investment company, directly or indirectly controlling, controlled by,
or under common control with First Trust Advisors or any sub-adviser or
principal underwriter of the Funds, nor, since the beginning of the most
recently completed fiscal year of any Fund, did any Independent Trustee
purchase or sell securities of First Trust Advisors, any sub-adviser or
their parents or subsidiaries.
[James A. Bowen sold three limited partnership units of Grace Partners
of DuPage L.P., the limited partner of First Trust Advisors on May 31,
2006 for a price of $750,000 per unit.]
As of March 1, 2007, Sit Investment Associates, Inc. owned 16.44% and
Wachovia Corporation owned 7.63% of Common Shares of First Trust/FIDAC
Mortgage Income Fund. Other than these two shareholders, First
Trust/FIDAC Mortgage Income Fund knows of no person who owns
beneficially or of record 5% or more of the Fund's Shares. As of
February 23, 2007, the Funds, other than First Trust/FIDAC Mortgage
Income Fund, know of no person who owns beneficially or of record 5% or
more of each Fund's Shares.
As of December 31, 2006, the Trustees and Fund officers as a group
beneficially owned [___] shares of fund in the First Trust Fund Complex
(less than 1% of the shares outstanding). As of December 31, 2006, the
Trustees and Fund officers as a group beneficially owned the following
number of Shares of each Fund, which is less than 1% of each Fund's
Shares outstanding:
Fund Common Shares Owned Preferred Shares Owned
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund [___] N/A
Energy Income and Growth Fund [___] N/A
First Trust/Fiduciary Asset Management Covered Call Fund [___] N/A
First Trust/Aberdeen Global Opportunity Income Fund [___] N/A
First Trust/FIDAC Mortgage Income Fund [___] N/A
First Trust Strategic High Income Fund [___] N/A
First Trust Strategic High Income Fund II [___] N/A
First Trust Tax-Advantaged Preferred Income Fund [___] 0
First Trust/Aberdeen Emerging Opportunity Fund [___] N/A
Compensation
Effective January 1, 2007, the Trustees approved a revised compensation
plan. Under the revised plan, each Trustee who is not an officer or
employee of First Trust Advisors, any sub-adviser or any of their
affiliates is paid an annual retainer of $10,000 per investment company
for the first 14 investment companies in the First Trust Fund Complex
and an annual retainer of $7,500 per investment company for each
subsequent investment company added to the First Trust Fund Complex.
The annual retainer is allocated equally among each of the investment
companies. No additional meeting fees are paid in connection with board
or committee meetings. Additionally, Mr. Kadlec is paid $10,000
-16-
annually to serve as the Lead Trustee and Mr. Nielson is paid $5,000
annually to serve as Chairman of the Audit Committee, with such
compensation paid by the funds in the First Trust Fund Complex and
divided among those funds. Trustees are also reimbursed by the
investment companies in the First Trust Fund Complex for travel and out-
Page 12
of-pocket expenses in connection with all meetings. The Trustees
adopted the revised plan because the increase in the number of funds in
the First Trust Fund Complex had the effect of rapidly increasing their
compensation under the previous arrangements. Prior to January 1, 2006,
each Fund paid each Trustee who is not an officer or employee of First
Trust Advisors, any sub-adviser or any of their affiliates an annual
retainer of $10,000, which included compensation for all board and
committee meetings. The Board of Trustees of First Trust/FIDAC Mortgage
Income Fund held seven meetings, the Board of Trustees of First Trust
Strategic High Income Fund held eight meetings, the Board of Trustees of
First Trust Strategic High Income Fund II held seven meetings and the
Board of Trustees of First Trust Tax-Advantaged Preferred Income Fund
held five meetings during the fiscal year ended October 31, 2006. The
Board of Trustees of Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund held eight meetings and
the Board of Trustees of Energy Income and Growth Fund held seven
meetings during the fiscal year ended November 30, 2006. The Board of
Trustees of First Trust/Fiduciary Asset Management Covered Call Fund,
First Trust/Aberdeen Global Opportunity Income Fund and First
Trust/Aberdeen Emerging Opportunity Fund held eight meetings, eight
meetings and five meetings, respectively, during the fiscal year ended
December 31, 2006. Each of the Trustees attended all of the meetings of
the Board of Trustees of the Funds. The aggregate fees and expenses
paid to the Trustees by each Fund for their respective fiscal years
(including reimbursement for travel and out-of-pocket expenses) amounted
to the following:
Fund Aggregate Fees and Expenses Paid
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund 1 $20,625.10
Energy Income and Growth Fund $49,957.43
First Trust/Fiduciary Asset Management Covered Call Fund $41,371.85
First Trust/Aberdeen Global Opportunity Income Fund $47,744.04
First Trust/FIDAC Mortgage Income Fund $40,354.36
First Trust Strategic High Income Fund $40,841.09
First Trust Strategic High Income Fund II $20,446.33
First Trust Tax-Advantaged Preferred Income Fund $10,041.87
First Trust/Aberdeen Emerging Opportunity Fund $20,045.05
1 As a result to the Fund's fiscal year end change from May 31 to
November 30, the aggregate fees and expenses represent the six month
period ended November 30, 2006.
The table on the following page sets forth certain information regarding
the compensation of each Fund's Trustees for their respective fiscal
years. The Funds have no retirement or pension plans.
-17-
Macquarie/ Energy Income First Trust/ First First Trust/FIDAC First Trust
First Trust Global and Growth Fiduciary Asset Trust/Aberdeen Mortgage Income Strategic High
Infrastructure/ Fund(2) Management Covered Global Opportunity Fund(1) Income Fund(1)
Name of Utilities Dividend Call Fund(3) Income Fund(3)
Trustee & Income Fund(2)
Interested Trustee
James A. Bowen $0 $0 $0 $0 $0 $0
Independent Trustees
Richard E. $7,500 $10,084.88 $10,098.78 $10,124.05 $10,062.75 $10,081
Erickson
Thomas R. $7,848.94 $10,330.49 $10,541.40 $10,687.51 $10,171.91 $10,278.50
Kadlec
Niel B. $7,776.16 $10,448.58 $10,621.42 $10,794.03 $10,230.92 $10,392.44
Nielson
Robert F. $7,500 $5,000 $7,500 $7,500 $5,000 $5,000
Keith(5)
First Trust Trust Tax- First Trust/ Estimated Total
Strategic High Advantaged Aberdeen Compensation
Income Fund Preferred Income Emerging from the Fund
Name of II(1) (4) Fund(1) (4) Opportunity Complex(3)
Trustee Fund(3) (4)
Interested Trustee
James A. Bowen $0 $0 $0 $0
Independent Trustees
Richard E. $10,000 $10,000 $10,000 $87,951.46
Erickson
Thomas R. $10,211.52 $10,000 $10,000 $90,070.27
Kadlec
Niel B. $10,234.81 $10,041.87 $10,045.05 $90,585.28
Nielson
Robert F. $5,000 $5,000 $7,500 $55,000
Keith(5)
1 For fiscal year ended October 31, 2006.
2 For fiscal year ended November 30, 2006.
3 For fiscal year ended December 31, 2006.
4 Except for Robert Keith, who became a Trustee on June 12, 2006, the
compensation from the Fund has been estimated for the current fiscal
year.
5 Mr. Keith became a Trustee on June 12, 2006.
The total compensation paid to Messrs. Erickson, Kadlec, Keith and
Nielson, Independent Trustees of each fund in the First Trust Fund
Complex, includes compensation for their services as Trustees to First
Defined Portfolio Fund, LLC, First Trust Value Line(R) 100 Fund, First
Trust Value Line(R) Dividend Fund, First Trust/Four Corners Senior
Floating Rate Income Fund, Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund, First Trust Value
Line(R) & Ibbotson Equity Allocation Fund, First Trust/Four Corners
Senior Floating Rate Income Fund II, First Trust Exchange-Traded Fund
and the Funds, except for Mr. Keith, whose total compensation does not
include any compensation from First Defined Portfolio Fund, LLC.
-18-
The officers and the interested Trustee of each Fund receive no
compensation from the Funds for
serving in such capacity.
Committees
Audit Committee
The Board of Trustees has an Audit Committee, which consists of Messrs.
Erickson, Kadlec, Keith and Nielson, all of whom are "independent" as
defined in the listing standards of the American Stock Exchange and the
New York Stock Exchange. Mr. Kadlec and Mr. Keith serve as Audit
Committee Financial Experts. The Audit Committee is responsible for
overseeing each Fund's accounting and financial reporting process, the
system of internal controls, audit process and evaluating and appointing
the independent registered public accounting firm (subject also to Board
approval). For the fiscal year ended October 31, 2006, the Audit
Committee met five times, five times, three times and two times for
First Trust/FIDAC Mortgage Income Fund, First Trust Strategic High
Income Fund, First Trust Strategic High Income Fund II and First Trust
Tax-Advantaged Preferred Income Fund, respectively. For the fiscal year
ended November 30, 2006, the Audit Committee met six times for
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income
Fund and Energy Income and Growth Fund. For the fiscal year ended
December 31, 2006, the Audit Committee met seven times, seven times and
two times for First Trust/Fiduciary Asset Management Covered Call Fund,
First Trust/Aberdeen Global Opportunity Income Fund and First
Trust/Aberdeen Emerging Opportunity Fund, respectively. Each of the
Trustees attended all of the meetings of the Audit Committee of the
Board of Trustees of each Fund, except for Trustee Keith, who was
appointed to the Audit Committee on June 12, 2006 and thus attended only
those meetings held on June 12, 2006 and thereafter.
In carrying out its responsibilities, the Audit Committee pre-approves
all audit services for each Fund and permitted non-audit services
(including the fees and terms thereof) to be performed for each Fund and
the Adviser by Deloitte & Touche LLP ("Deloitte & Touche"), the Funds'
independent registered public accounting firm ("independent auditors").
The Chairman of the Audit Committee is authorized to give such pre-
approvals on behalf of the Audit Committee for engagements of less than
$25,000. Any decisions by the Chairman to grant pre-approvals are
reported to the full Audit Committee at the next regularly scheduled
meeting.
Audit Committee Report
The role of the Audit Committee is to assist the Board of Trustees in
its oversight of each Fund's accounting and financial reporting process.
The Audit Committee operates pursuant to a Charter that was most
recently reviewed and approved by the Board of Trustees on December 10,
2006, a copy of which is attached as Exhibit A hereto, and is available
on each Fund's website located at http://www.ftportfolios.com. As set
forth in the Charter, management of each Fund is responsible for
maintaining appropriate systems for accounting and internal controls and
the audit process. The Funds' independent auditors are responsible for
planning and carrying out proper audits of the Funds' financial
statements and expressing an opinion as to their conformity with
accounting principles generally accepted in the United States of America.
In performing its oversight function, the Audit Committee reviewed and
discussed with management and the independent auditors, Deloitte &
Touche, the audited financial statements of the First Trust/FIDAC
-19-
Mortgage Income Fund, the First Trust Strategic High Income Fund, the
First Trust Strategic High Income Fund II and the First Trust Tax-
Advantaged Preferred Income Fund for the fiscal years ended October 31,
2006 at a meeting held on December 10, 2006; the Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund and the Energy
Income and Growth Fund for the fiscal year ended November 30, 2006 at a
meeting held on January 17, 2007; and First Trust/Fiduciary Asset
Management Covered Call Fund, the First Trust/Aberdeen Global
Opportunity Income Fund and the First Trust/Aberdeen Emerging
Opportunity Fund for the fiscal years ended December 31, 2006 at a
meeting held on February 21, 2007, and discussed the audit of such
financial statements with the independent auditors and management.
In addition, the Audit Committee discussed with the independent auditors
the accounting principles applied by each Fund and such other matters
brought to the attention of the Audit Committee by the independent
auditors required by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as currently modified or
supplemented. The Audit Committee also received from the independent
auditors the written disclosures and letter required by Independent
Standards Board Standard No. 1, Independence Discussions with Audit
Committees, delineating relationships between the independent auditors
and each Fund and discussed the impact that any such relationships may
have on the objectivity and independence of the independent auditors.
The members of each Fund's Audit Committee are not full-time employees
of the Fund and are not performing the functions of auditors or
accountants. As such, it is not the duty or responsibility of the Audit
Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures or to set auditor
independence standards. Members of each Fund's Audit Committee
necessarily rely on the information provided to them by Fund management
and the independent auditors. Accordingly, the Audit Committee's
considerations and discussions referred to above do not assure that the
audit of each Fund's financial statements has been carried out in
accordance with generally accepted auditing standards, that the
financial statements are presented in accordance with generally accepted
accounting principles or that the independent auditors are in fact
"independent."
Based on its consideration of the Funds' audited financial statements
and the discussions referred to above with Fund management and Deloitte
& Touche, and subject to the limitations on the responsibilities and
role of the Audit Committee as set forth in the Charter and discussed
above, the Audit Committee recommended to the Board the inclusion of
each Fund's audited financial statements for the years ended October 31,
November 30, and December 31, 2006 in its Annual Report dated October
31, November 30, and December 31, 2006, respectively.
Submitted by the Audit Committee of the Funds:
Richard E. Erickson
Thomas R. Kadlec
Robert F. Keith
Niel B. Nielson
Independent Auditors' Fees
Deloitte & Touche has been selected to serve as the independent auditors
for First Trust/FIDAC Mortgage Income Fund, First Trust Strategic High
Income Fund, First Trust Strategic High Income Fund II and First Trust
Tax-Advantaged Preferred Income Fund for the fiscal years ending October
31, 2007, for Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund and Energy Income and Growth Fund for the fiscal
years ending November 30, 2007, and for First Trust/Fiduciary Asset
-20-
Management Covered Call Fund, First Trust/Aberdeen Global Opportunity
Income Fund and First Trust/Aberdeen Emerging Opportunity Fund for the
fiscal years ending December 31, 2007. Deloitte & Touche acted as the
independent auditors for First Trust/FIDAC Mortgage Income Fund, First
Trust Strategic High Income Fund, First Trust Strategic High Income Fund
II and First Trust Tax-Advantaged Preferred Income Fund for the fiscal
years ended October 31, 2006, for Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund and Energy Income and
Growth Fund for the fiscal years ended November 30, 2006, and for First
Trust/Fiduciary Asset Management Covered Call Fund, First Trust/Aberdeen
Global Opportunity Income Fund and First Trust/Aberdeen Emerging
Opportunity Fund for the fiscal years ended December 31, 2006. Deloitte
& Touche has advised the Funds that, to the best of its knowledge and
belief, Deloitte & Touche professionals did not have any direct or
material indirect ownership interest in the Funds inconsistent with
independent professional standards pertaining to independent registered
public accounting firms. It is expected that representatives of Deloitte
& Touche will be present at the Meeting to answer any questions that may
arise and will have the opportunity to make a statement if they desire
to do so. In reliance on Rule 32a-4 under the 1940 Act, each Fund is not
seeking shareholder ratification of the selection of Deloitte & Touche
as independent auditors.
Set forth in the table below are fees billed by Deloitte & Touche to
each Fund for each Fund's respective fiscal years ended October 31,
November 30 or December 31, as applicable, and to the Adviser for the
year ended December 31:
Audit Fees Audit Related Fees Tax Fees All Other Fees
2005 2006 2005 2006 2005 2006 2005 2006
Macquarie/First Trust Global $38,250 $45,000 $8,000 $0 $4,200 $0 $5,867 $0
Infrastructure/ Utilities
Dividend & Income Fund8
Energy Income and Growth Fund $54,340 $54,750 $0 $0 $50,0006 $11,000 $3,2647 $451
First Trust/Fiduciary Asset $26,250 [$___] $0 [$___] $4,5006 [$___] $5,7647 [$___]
Management Covered Call Fund
First Trust/Aberdeen Global $43,000 [$___] $0 [$___] $4,0006 [$___] $7,3837 [$___]
Opportunity Income Fund
First Trust/FIDAC Mortgage $15,5001 $48,000 $01 $0 $01 $4,000 $01 $1,848
Income Fund
First Trust Strategic High $15,5002 $48,000 $02 $0 $02 $4,000 $02 $3,300
Income Fund
First Trust Strategic High N/A $27,0003 N/A $03 N/A $03 N/A $3903
Income Fund II
First Trust Tax-Advantaged N/A $35,0004 N/A $04 N/A $04 N/A $04
Preferred Income Fund
-21-
Audit Fees Audit Related Fees Tax Fees All Other Fees
2005 2006 2005 2006 2005 2006 2005 2006
First Trust/Aberdeen Emerging N/A [$___]5 N/A [$___]5 N/A [$___]5 N/A [$___]
Opportunity Fund
First Trust Advisors $0 $0 $0 $0 $0 $0 $60,0007 $0
1These fees were for the period since inception on May 17, 2005 to
October 31, 2005.
2These fees were for the period since inception on July 19, 2005 to
October 31, 2005.
3These fees were for the period since inception on March 21, 2006 to
October 31, 2006.
4These fees were for the period since inception on June 20, 2006 to
October 31, 2006.
5These fees were for the period since inception on August 29, 2006 to
December 31, 2006.
6These fees were for tax return preparation.
7These fees were for compliance program evaluation.
8The fiscal year end of Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund changed from May 31 to
November 30 resulting in a fiscal year end of May 31, 2006 as well as
November 30, 2006.
Set forth in the table below are the aggregate non-audit fees shown in
the table above billed by Deloitte & Touche to each Fund and the Adviser
for each Fund's and the Adviser's respective fiscal years ended October
31, November 30 and December 31:
Aggregate Non-Audit Fees
2005 2006
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund $10,067 $0
Energy Income and Growth Fund $53,2646 $11,451
First Trust/Fiduciary Asset Management Covered Call Fund $10,2646 [$___]
First Trust/Aberdeen Global Opportunity Income Fund $11,3836 [$___]
First Trust/FIDAC Mortgage Income Fund $01 $5,848
First Trust Strategic High Income Fund $02 $7,300
First Trust Strategic High Income Fund II N/A $3903
First Trust Tax-Advantaged Preferred Income Fund N/A $04
First Trust/Aberdeen Emerging Opportunity Fund N/A [$___]5
First Trust Advisors $60,0007 [$___]
1These fees were for the period since inception on May 17, 2005 to
October 31, 2005.
2These fees were for the period since inception on July 19, 2005 to
October 31, 2005.
3These fees were for the period since inception on March 21, 2006 to
October 31, 2006.
4These fees were for the period since inception on June 20, 2006 to
October 31, 2006.
5These fees were for the period since inception on August 29, 2006 to
December 31, 2006.
6These fees were for tax return preparation and compliance program
evaluation.
7These fees were for compliance program evaluation.
-22-
In addition to pre-approving all audit services and permitted non-audit
services (including the fees and terms thereof) to be performed for each
Fund by the independent auditors, the Audit Committee pre-approves the
independent auditors' engagements for non-audit services to the Adviser
and any entity controlling, controlled by or under common control with
the Adviser that provides ongoing services to a Fund, if the engagement
relates directly to the operations and financial reporting of a Fund.
All of the Audit Fees, Audit Related Fees, Tax Fees, All Other Fees and
Aggregate Non-Audit Fees for the Funds and the Adviser disclosed in the
tables set forth above were pre-approved by the Audit Committee pursuant
to its pre-approval policies. None of these fees were pre-approved by
the Audit Committee pursuant to the pre-approval exceptions included in
Regulation S-X.
Other Committees
The Board of Trustees of the Funds has three other standing committees:
the Executive Committee (and Dividend and Pricing Committee), the
Nominating and Governance Committee and the Valuation Committee. The
Executive Committee, which meets between Board meetings, is authorized
to exercise all powers of and to act in the place of the Board of
Trustees to the extent permitted by each Fund's Declaration of Trust and
By-Laws. The members of the Executive Committee also serve as a special
committee of the Board of Trustees known as the Dividend and Pricing
Committee which is authorized to exercise all of the powers and
authority of the Board in respect of the declaration and setting of
dividends and the issuance and sale, through an underwritten public
offering, of the Shares of each Fund and all other such matters relating
to such financing, including determining the price at which such Shares
are to be sold and approval of the final terms of the underwriting
agreement, including approval of the members of the underwriting
syndicate. Messrs. Bowen and Kadlec are members of the Executive
Committee. The Executive Committee serving as the Dividend and Pricing
Committee for First Trust/FIDAC Mortgage Income Fund, First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II
and First Trust Tax-Advantaged Preferred Income Fund met a total of
eleven times, twelve times, seven times and two times, respectively,
during the fiscal year ended October 31, 2006. The Executive Committee
serving as the Dividend and Pricing Committee for Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund and Energy Income
and Growth Fund met a total of six times and four times, respectively,
during the fiscal year ended November 30, 2006. During the fiscal year
ended December 31, 2006, the Executive Committee serving as the Dividend
and Pricing Committee met a total of four times for First
Trust/Fiduciary Asset Management Covered Call Fund; thirteen times for
First Trust/Aberdeen Global Opportunity Income Fund; and two times for
First Trust Aberdeen Emerging Opportunity Fund. Each Fund's Executive
Committee met to authorize the Funds' dividend declarations and to
authorize the initial public offering of the applicable Funds.
Each Fund's Nominating and Governance Committee (the "Committee") is
composed entirely of Independent Trustees who are also "independent
directors" within the meaning of the listing standards of the American
and New York Stock Exchanges. Messrs. Erickson, Kadlec, Keith and
Nielson are members of the Committee. The purpose of the Committee is to
oversee matters related to the nomination of trustees and, as necessary,
the corporate governance of each Fund. The Committee is responsible for,
among other things, seeking, identifying and nominating qualified
candidates for election or appointment as trustees in the event of a
vacancy, consistent with criteria approved by the Board, for the next
annual meeting of shareholders; evaluating Board performance and
processes; reviewing Board committee assignments; and, to the extent
necessary or desirable, establishing corporate governance guidelines and
procedures. The Committee operates under a written charter adopted and
-23-
approved by the Board, a copy of which is available on the Funds'
website at www.ftportfolios.com. The Committee for First Trust/FIDAC
Mortgage Income Fund, First Trust Strategic High Income Fund, First
Trust Strategic High Income Fund II and First Trust Tax-Advantaged
Preferred Income Fund met a total of six times, six times, four times
and two times, respectively, during the fiscal year ended October 31,
2006. The Committee for Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund and Energy Income and
Growth Fund met a total of five times and five times, respectively,
during the fiscal year ended November 30, 2006. The Committee for First
Trust/Fiduciary Asset Management Covered Call Fund, First Trust/Aberdeen
Global Opportunity Income Fund and First Trust/Aberdeen Emerging
Opportunity Fund met a total of five times, five times and two times,
respectively, during the fiscal year ended December 31, 2006.
If there is no vacancy on the Board, the Board will not actively seek
recommendations from other parties, including shareholders. When a
vacancy on the Board occurs, the Committee may seek recommendations for
candidates from those sources it deems appropriate in its discretion,
including shareholders of the Funds. The Committee may retain a search
firm to identify candidates.
Any proposal to elect any person nominated by shareholders for election
as trustee may only be brought before an annual meeting of a Fund if
timely written notice (the "Shareholder Notice") is provided to the
Secretary of the Fund. In accordance with the advance notice provisions
included in the Funds' By-Laws, unless a greater or lesser period is
required under applicable law, to be timely, the Shareholder Notice must
be delivered to or mailed and received at the Fund's address, 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532, Attn: W. Scott
Jardine, not less than forty-five (45) days nor more than sixty (60)
days prior to the first anniversary date of the date of the Fund's proxy
statement released to shareholders for the prior year's annual meeting;
provided, however, if and only if the annual meeting is not scheduled to
be held within a period that commences thirty (30) days before the first
anniversary date of the annual meeting for the preceding year and ends
thirty (30) days after such anniversary date (an annual meeting date
outside such period being referred to herein as an "Other Annual Meeting
Date"), such Shareholder Notice must be given in the manner provided
herein by the later of the close of business on (i) the date forty-five
(45) days prior to such Other Annual Meeting Date or (ii) the tenth
(10th) business day following the date such Other Annual Meeting Date is
first publicly announced or disclosed.
Any shareholder submitting a nomination of any person or persons (as the
case may be) for election as a trustee or trustees of a Fund shall
deliver, as part of such Shareholder Notice: (i) a statement in writing
setting forth (A) the name, age, date of birth, business address,
residence address and nationality of the person or persons to be
nominated; (B) the class or series and number of all shares of the Fund
owned of record or beneficially by each such person or persons, as
reported to such shareholder by such nominee(s); (C) any other
information regarding each such person required by paragraphs (a), (d),
(e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of
Rule 14a-101 (Schedule 14A) under the 1934 Act (or any successor
provision thereto); (D) any other information regarding the person or
persons to be nominated that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitation of proxies for election of trustees or directors pursuant
to Section 14 of the 1934 Act and the rules and regulations promulgated
thereunder; and (E) whether such shareholder believes any nominee is or
will be an "interested person" of the Fund (as defined in the 1940 Act)
and, if not an "interested person," information regarding each nominee
that will be sufficient for the Fund to make such determination; and
(ii) the written and signed consent of any person nominated to be named
-24-
as a nominee and to serve as a trustee if elected. In addition, the
Trustees may require any proposed nominee to furnish such other
information as they may reasonably require or deem necessary to
determine the eligibility of such proposed nominee to serve as a trustee.
Without limiting the foregoing, any shareholder who gives a Shareholder
Notice of any matter proposed to be brought before a shareholder meeting
(whether or not involving nominees for trustees) shall deliver, as part
of such Shareholder Notice: (i) the description of and text of the
proposal to be presented; (ii) a brief written statement of the reasons
why such shareholder favors the proposal; (iii) such shareholder's name
and address as they appear on the Fund's books; (iv) any other
information relating to the shareholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with the solicitation of proxies with respect to the
matter(s) proposed pursuant to Section 14 of the 1934 Act; (v) the class
or series and number of all shares of the Fund owned beneficially and of
record by such shareholder; (vi) any material interest of such
shareholder in the matter proposed (other than as a shareholder); (vii)
a representation that the shareholder intends to appear in person or by
proxy at the shareholder meeting to act on the matter(s) proposed;
(viii) if the proposal involves nominee(s) for trustees, a description
of all arrangements or understandings between the shareholder and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by the shareholder;
and (ix) in the case of a shareholder (a "Beneficial Owner") that holds
shares entitled to vote at the meeting through a nominee or "street
name" holder of record, evidence establishing such Beneficial Owner's
indirect ownership of, and entitlement to vote, shares at the meeting of
shareholders. Shares "beneficially owned" means all shares which such
person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5
under the 1934 Act.
If a recommendation is received with satisfactorily completed
information regarding a candidate during a time when a vacancy exists on
the Board or during such other time as the Committee is accepting
recommendations, the recommendation will be forwarded to the Chairman of
the Committee and outside counsel to the Independent Trustees.
Recommendations received at any other time will be kept on file until
such time as the Committee is accepting recommendations at which point
they may be considered for nomination.
In recruiting new trustees, the Committee seeks to recruit and retain
qualified independent trustees of high integrity, whose skills and
experience will enhance the Board's ability to effectively represent the
interests of the Funds' shareholders and oversee the wide range of
regulatory and business issues affecting the Funds. A candidate for
trustee must meet certain basic requirements, including relevant skills
and experience, time availability and if qualifying as a non-"interested
person" candidate, independence from the Funds, investment adviser or
other service providers. The qualifications of a particular candidate,
however, may vary depending on the current composition of the Board and
the mix of skills and backgrounds of the incumbent trustees since the
Committee seeks to establish an effective Board with an appropriate
range of skills and experience, in the aggregate. In addition to
relevant skills and experience, all candidates must possess high
standards of personal integrity that are assessed on the basis of
personal interviews, recommendations, or direct knowledge by Committee
members. The review process may include, without limitation, personal
interviews, background checks, written submissions by the candidates and
third party references. Under no circumstances shall the Committee
evaluate persons recommended by a shareholder of the Funds on a basis
substantially different than that used for other persons recommended for
the same election or appointment of trustees. The Committee reserves the
right to make the final selection regarding the nomination of any
trustees.
-25-
The Valuation Committee is responsible for the oversight of valuation
procedures of the Funds. Messrs. Erickson, Kadlec, Keith and Nielson are
members of the Valuation Committee. The Valuation Committee for First
Trust/FIDAC Mortgage Income Fund, First Trust Strategic High Income
Fund, First Trust Strategic High Income Fund II and First Trust Tax-
Advantaged Preferred Income Fund met a total of [four times, four times,
three times and two times,] respectively, during the fiscal year ended
October 31, 2006. The Valuation Committee for Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund and Energy Income
and Growth Fund met a total of [four times and four times,]
respectively, during the fiscal year ended November 30, 2006. The
Valuation Committee for First Trust/Fiduciary Asset Management Covered
Call Fund, First Trust/Aberdeen Global Opportunity Income Fund and First
Trust/Aberdeen Emerging Opportunity Fund met a total of [four times,
four times and two times,] respectively, during the fiscal year ended
December 31, 2006.
Attendance at Annual Shareholder Meetings
The policy of the Board is to have as many Trustees as possible in
attendance at annual meetings of shareholders. The policy of the
Nominating and Governance Committee relating to attendance by Trustees
at annual meetings is contained in the Funds' Nominating and Governance
Committee Charter, which is posted on the Funds' website at
www.ftportfolios.com. All of the then-Trustees attended the previous
year's annual meeting, if one was held. This is the first Annual
Meeting of Shareholders for First Trust/Aberdeen Emerging Opportunity
Fund, First Trust Strategic High Income Fund II and First Trust Tax-
Advantaged Preferred Income Fund.
Investment Adviser, Sub-Advisers and Administrator
First Trust Advisors L.P., 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532, serves as the Funds' investment adviser. Four Corners
Capital Management, LLC, 515 South Flower Street, Suite 1600, Los
Angeles, California 90071, and Macquarie Fund Adviser, LLC, 125 West
55th Street, New York, New York 10019, serve as the investment sub-
advisers to the Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund. Fiduciary Asset Management, LLC, 8112 Maryland
Avenue, Suite 400, St. Louis, Missouri 63105, serves as the investment
sub-adviser to the Energy Income and Growth Fund and the First
Trust/Fiduciary Asset Management Covered Call Fund. Aberdeen Asset
Management, Inc., 300 SE 2nd Street, Suite 820, Fort Lauderdale, Florida
33301, serves as the investment sub-adviser to the First Trust/Aberdeen
Global Opportunity Income Fund and the First Trust/Aberdeen Emerging
Opportunity Fund. Fixed Income Discount Advisory Company, Inc., 1211
Avenue of the Americas, 29th Floor, New York, New York 10036, serves as
the investment sub-adviser to the First Trust/FIDAC Mortgage Income
Fund. Valhalla Capital Partners, LLC, 501 S. Fourth Street, 7th Floor,
Louisville, Kentucky 40202, serves as the investment sub-adviser to the
Strategic Funds. Stonebridge Advisors, LLC, 187 Danbury Road, Wilton,
Connecticut 06897, serves as the investment sub-adviser to the First
Trust Tax-Advantaged Preferred Income Fund and is an affiliate of First
Trust Advisors L.P.
PFPC acts as the Funds' administrator and accounting agent and is
located at 4400 Computer Drive, Westborough, Massachusetts 01581. PFPC
is a leading provider of full service mutual fund shareholder and record
keeping services. In addition to its mutual fund transfer agent and
record keeping service, PFPC provides other services through its own
subsidiary business units.
-26-
Section 30(h) and Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require
the Funds' officers and Trustees, certain persons affiliated with First
Trust Advisors and any sub-adviser and persons who beneficially own more
than 10% of a Fund's Shares to file reports of ownership and changes of
ownership with the SEC, the American Stock Exchange or the New York
Stock Exchange, as applicable, and to furnish the Funds with copies of
all Section 16(a) forms they file. Based solely upon a review of copies
of such forms received by the Funds and certain written representations,
the Funds believe that during the fiscal years ended October 31, 2006,
November 30, 2006 and December 31, 2006, all such filing requirements
applicable to such persons were met except as noted below. On November
15, 2006, First Trust Advisors made late Form 3 filings for
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income
Fund, Energy Income and Growth Fund, First Trust/Fiduciary Asset
Management Covered Call Fund, First Trust/Aberdeen Global Opportunity
Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II
and First Trust Tax-Advantaged Preferred Income Fund on behalf of Joseph
McDermott. Mr. McDermott became Chief Compliance Officer of First Trust
Advisors on July 10, 2006. Upon discovery of this oversight, Form 3s
were filed on behalf of Joseph McDermott for the Funds on November 30,
2006. In the late Form 3 filings mentioned above, no person was
purchasing or selling Shares of the Funds.
Shareholder Proposals
To be considered for presentation at the Joint Annual Meetings of
Shareholders of Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund, Energy Income and Growth Fund, First
Trust/Fiduciary Asset Management Covered Call Fund, First Trust/Aberdeen
Global Opportunity Income Fund, First Trust/FIDAC Mortgage Income Fund,
First Trust Strategic High Income Fund, First Trust Strategic High
Income Fund II, First Trust Tax-Advantaged Preferred Income Fund and
First Trust/Aberdeen Emerging Opportunity Fund to be held in 2008, a
shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act
must be received at the offices of the applicable Fund at 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532, not later than
November 2, 2007.
The Funds' advance notice provision by- laws require that in order to
nominate persons to the Funds' Board or to present a proposal for
action by shareholders at an annual meeting of shareholders, a
shareholder must provide advance written notice to the Secretary of
the Funds, which notice must be delivered to or mailed and received at
the Funds' principal executive offices not later than the close of
business on the 45th day nor earlier than the close of business on the
60th day prior to the first anniversary of the preceding year's annual
meeting of shareholders; provided that in the event that the date of
the annual meeting to which such shareholder's notice relates is more
than 30 days before or more than 30 days after such anniversary date,
for notice by the shareholder to be timely it must be so delivered not
later than the close of business on the later of the 45th day prior to
such annual meeting or the 10th day following the day on which public
announcement of the date of such annual meeting is first made by the
Funds. The shareholder's notice must contain detailed information
specified in the Funds' by-laws.
Timely submission of a proposal does not mean that such proposal will be
included in a proxy statement.
-27-
Shareholder Communications
Shareholders of a Fund who want to communicate with the Board of
Trustees or any individual Trustee should write the Fund to the
attention of the Fund Secretary, W. Scott Jardine. The letter should
indicate that you are a Fund shareholder. If the communication is
intended for a specific Trustee and so indicates, it will be sent only
to that Trustee. If a communication does not indicate a specific Trustee
it will be sent to the chair of the Nominating and Governance Committee
and the outside counsel to the Independent Trustees for further
distribution as deemed appropriate by such persons.
Fiscal Year
The fiscal year end for First Trust/FIDAC Mortgage Income Fund, the
Strategic Funds and First Trust Tax-Advantaged Preferred Income Fund was
October 31, 2006. The fiscal year end for Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund and Energy Income and
Growth Fund was November 30, 2006. The fiscal year end for First
Trust/Fiduciary Asset Management Covered Call Fund, First Trust/Aberdeen
Global Opportunity Income Fund and First Trust/Aberdeen Emerging
Opportunity Fund was December 31, 2006.
Annual Report Delivery
Annual reports will be sent to shareholders of record of each Fund
following the Fund's fiscal year end. Each Fund will furnish, without
charge, a copy of its annual report and/or semi-annual report as
available upon request. Such written or oral requests should be directed
to the Fund at 1001 Warrenville Road, Suite 300, Lisle, Illinois 60532
or by calling (800) 988-5891.
Please note that only one annual report or proxy statement may be
delivered to two or more shareholders of a Fund who share an address,
unless the Fund has received instructions to the contrary. To request a
separate copy of an annual report or proxy statement, or for
instructions as to how to request a separate copy of such documents or
as to how to request a single copy if multiple copies of such documents
are received, shareholders should contact the Fund at the address and
phone number set forth above. Pursuant to a request, a separate copy
will be delivered promptly.
General
A list of shareholders entitled to be present and to vote at the
Meetings will be available at the offices of the Funds, 1001 Warrenville
Road, Suite 300, Lisle, Illinois 60532, for inspection by any
shareholder during regular business hours beginning ten days prior to
the date of the Meetings.
Failure of a quorum to be present at the Meeting will necessitate
adjournment and will subject the applicable Fund to additional expense.
The persons named in the enclosed proxy may also move for an adjournment
of the Meeting to permit further solicitation of proxies with respect to
the proposals if they determine that adjournment and further
solicitation is reasonable and in the best interests of the
shareholders. Under the Funds' By-Laws, an adjournment of a meeting
requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the Meeting.
-28-
Other Matters to Come Before the Meeting
No business other than the matters described above is expected to come
before the Meetings, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or
postponement of a Meeting, the persons named on the enclosed proxy card
will vote thereon according to their best judgment in the interests of
the Funds.
March [___], 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 PROPOSAL
TO APPROVE A NEW INDUSTRY CONCENTRATION POLICY FOR FIRST TRUST STRATEGIC
HIGH INCOME FUND AND FIRST TRUST STRATEGIC HIGH INCOME FUND II OR HOW TO
VOTE YOUR SHARES, CALL (800) 761-6707 WEEKDAYS FROM 9:00 A.M. TO 10:00
P.M. EASTERN TIME.
-29-
Exhibit A
Audit Committee Charter
I. PURPOSE.
The Audit Committee (the "Committee") is appointed by the Boards of
Trustees (the "Boards") of investment companies (the "Funds") advised by
First Trust Advisors L.P. ("Fund Management") for the following purposes:
A. to oversee the accounting and financial reporting processes of each
Fund and its internal controls and, as the Audit Committee deems
appropriate, to inquire into the internal controls of certain third-
party service providers;
B. to oversee the quality and integrity of each Fund's financial
statements and the independent audit thereof;
C. to oversee, or, as appropriate, assist Board oversight of, each
Fund's compliance with legal and regulatory requirements that relate to
the Fund's accounting and financial reporting, internal controls and
independent audits; and
D. to approve, prior to the appointment, the engagement of each Fund's
independent auditor and, in connection therewith, to review and evaluate
the qualifications, independence and performance of the Fund's
independent auditor.
II. COMMITTEE ORGANIZATION AND COMPOSITION.
A. Size and Membership Requirements
1. The Committee shall be composed of at least three members, all of
whom shall be trustees of the Funds. Each member of the Committee, and a
Committee chairperson, shall be appointed by the Board on the
recommendation of the Nominating and Governance Committee.
2. Each member of the Committee shall be independent of the Fund and
must be free of any relationship that, in the opinion of the Board,
would interfere with the exercise of independent judgment as a Committee
member. With respect to the Funds which are closed-end funds or open-end
exchange-traded funds ("ETFs"), each member must meet the independence
and experience requirements of the New York Stock Exchange or the
American Stock Exchange or the NASDAQ Stock Market (as applicable), and
Section 10A of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 10A-3 thereunder, and other applicable rules
and regulations of the Securities and Exchange Commission ("SEC").
Included in the foregoing is the requirement that no member of the
Committee be an "interested person" of the Funds within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the
"1940 Act"), nor shall any Committee member accept, directly or
indirectly, any consulting, advisory or other compensatory fee from the
Funds (except in the capacity as a Board or committee member).
3. At least one member of the Committee shall have been
determined by the Board, exercising its business judgment, to qualify as
an "audit committee financial expert" as defined by the SEC.
4. With respect to Funds that are closed-end funds whose shares are
listed on the New York Stock Exchange, each member of the Committee
shall have been determined by the Board, exercising its business
A-1
judgment, to be "financially literate" as required by the New York Stock
Exchange. In addition, at least one member of the Committee shall have
been determined by the Board, exercising its business judgment, to have
"accounting or financial management expertise," as required by the New
York Stock Exchange. Such member may, but need not be, the same person
as the Funds' "audit committee financial expert." With respect to Funds
that are closed-end funds or ETFs whose shares are listed on the
American Stock Exchange or the NASDAQ Stock Market, each member of the
Committee shall be able to read and understand fundamental financial
statements, including a Fund's balance sheet, income statement and cash
flow statement. In addition, at least one member of the Committee shall
have been determined by the Board, exercising its business judgment, to
be "financially sophisticated," as required by the American Stock
Exchange and the NASDAQ Stock Market. A member whom the Board
determines to be the Fund's "audit committee financial expert" shall be
presumed to qualify as financially sophisticated.
5. With respect to Funds that are closed-end funds, Committee members
shall not serve simultaneously on the audit committee of more than two
public companies, in addition to their service on the Committee.
B. Frequency of Meetings.
The Committee will ordinarily meet once for every regular meeting of the
Board. The Committee may meet more or less frequently as appropriate,
but no less than twice per year.
C. Term of Office.
Committee members shall serve until they resign or are removed or
replaced by the Board.
III. RESPONSIBILITIES.
A. With respect to Independent Auditors:
1. The Committee shall be responsible for the appointment or
replacement (subject if applicable, to Board and/or shareholder
ratification), compensation, retention and oversight of the work of any
registered public accounting firm engaged (including resolution of
disagreements between management and the auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Funds
("External Auditors"). The External Auditors shall report directly to
the Committee.
2. The Committee shall meet with the External Auditors and Fund
Management to review the scope, fees, audit plans and staffing of the
proposed audits for each fiscal year. At the conclusion of the audit,
the Committee shall review such audit results, including the External
Auditor's evaluation of the Fund's financial and internal controls, any
comments or recommendations of the External Auditors, any audit problems
or difficulties and Fund Management's response, including any
restrictions on the scope of the External Auditor's activities or on
access to requested information, any significant disagreements with Fund
Management, any accounting adjustments noted or proposed by the auditor
but not made by the Fund, any communications between the audit team and
the audit firm's national office regarding auditing or accounting issues
presented by the engagement, any significant changes required from the
originally planned audit programs and any adjustments to the financial
statements recommended by the External Auditors.
3. The Committee shall meet with the External Auditors in the
absence of Fund Management, as necessary.
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4. The Committee shall pre-approve all audit services and permitted
non-audit services (including the fees and terms thereof) to be
performed for the Fund by its External Auditors. The Chairman of the
Committee is authorized to give such pre-approvals on behalf of the
Committee, and shall report any such pre-approval to the full Committee.
5. The Committee shall pre-approve the External Auditor's engagements
for non-audit services to Fund Management and any entity controlling,
controlled by or under common control with Fund Management that provides
ongoing services to the Fund, if the engagement relates directly to the
operations and financial reporting of the Fund, subject to the de
minimis exceptions for non-audit services described in Rule 2-01 of
Regulation S-X. The Chairman of the Committee is authorized to give
such pre-approvals on behalf of the Committee, and shall report any such
pre-approval to the full Committee.
6. If the External Auditors have provided non-audit services to Fund
Management and any entity controlling, controlled by or under common
control with Fund Management that provides ongoing services to the Fund
that were not pre-approved pursuant to the de minimis exception, the
Committee shall consider whether the provision of such non-audit
services is compatible with the External Auditor's independence.
7. The Committee shall obtain and review a report from the
External Auditors at least annually (including a formal written
statement delineating all relationships between the auditors and the
Fund consistent with Independence Standards Board Standard No. 1 as may
be amended, restated, modified or replaced) regarding (a) the External
Auditor's internal quality-control procedures; (b) any material issues
raised by the most recent internal quality-control review, or peer
review, of the firm, or by an inquiry or investigation by governmental
or professional authorities within the preceding five years, respecting
one or more independent audits carried out by the firm; (c) any steps
taken to deal with any such issues; and (d) the External Auditor's
independence, including all relationships between the External Auditors
and the Fund and its affiliates; and evaluating the qualifications,
performance and independence of the External Auditors, including their
membership in the SEC practice section of the AICPA and their compliance
with all applicable requirements for independence and peer review, and a
review and evaluation of the lead partner, taking into account the
opinions of management and discussing such reports with the External
Auditors. The Committee shall present its conclusions with respect to
the External Auditors to the Board.
8. The Committee shall review reports and other information provided
to it by the External Auditors regarding any illegal acts that the
External Auditors should discover (whether or not perceived to have a
material effect on the Fund's financial statements), in accordance with
and as required by Section 10A(b) of the Exchange Act.
9. The Committee shall ensure the rotation of the lead (or concurring)
audit partner having primary responsibility for the audit and the audit
partner responsible for reviewing the audit as required by law, and
further considering the rotation of the independent auditor firm itself.
10. The Committee shall establish and recommend to the Board for
ratification a policy of the Funds with respect to the hiring of
employees or former employees of the External Auditors who participated
in the audits of the Funds' financial statements.
11. The Committee shall take (and, where appropriate, recommend
that the Board take) appropriate action to oversee the independence of
the External Auditors.
A-3
12. The Committee shall report regularly to the Board on the results of
the activities of the Committee, including any issues that arise with
respect to the quality or integrity of the Funds' financial statements,
the Funds' compliance with legal or regulatory requirements, the
performance and independence of the Funds' External Auditors, or the
performance of the internal audit function, if any.
B. With respect to Fund Financial Statements:
1. The Committee shall meet to review and discuss with Fund Management
and the External Auditors the annual audited financial statements of the
Funds, major issues regarding accounting and auditing principles and
practices, and the Funds' disclosures under "Management's Discussion and
Analysis," and shall meet to review and discuss with Fund Management the
semi-annual financial statements of the Funds and the Funds' disclosures
under "Management's Discussion and Analysis."
2. The Committee shall review and discuss reports, both written and
oral, from the External Auditors or Fund Management regarding (a) all
critical accounting policies and practices to be used; (b) all
alternative treatments of financial information within generally
accepted accounting principles ("GAAP") for policies and practices that
have been discussed with management, including the ramifications of the
use of such alternative treatments and disclosures and the treatment
preferred by the External Auditors; (c) other material written
communications between the External Auditors and management, such as any
management letter or schedule of unadjusted differences; and (d) all non-
audit services provided to any entity in the investment company complex
(as defined in Rule 2-01 of Regulation S-X) that were not pre-approved
by the Committee.
3. The Committee shall review disclosures made to the Committee by the
Funds' principal executive officer and principal financial officer
during their certification process for the Funds' periodic reports about
any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the Funds'
internal controls.
4. The Committee shall discuss with the External Auditors the matters
required to be discussed by Statement of Auditing Standards ("SAS") No.
90, Audit Committee Communications (which amended SAS No. 61,
Communication with Audit Committees), that arise during the External
Auditor's review of the Funds' financial statements.
5. The Committee shall review and discuss with management and the
External Auditors (a) significant financial reporting issues and
judgments made in connection with the preparation and presentation of
the Funds' financial statements, including any significant changes in
the Funds' selection or application of accounting principles and any
major issues as to the adequacy of the Funds' internal controls and any
special audit steps adopted in light of material control deficiencies,
and (b) analyses prepared by Fund Management or the External Auditors
setting forth significant financial reporting issues and judgments made
in connection with the preparation of the financial statements,
including analyses of the effects of alternative GAAP methods on the
financial statements.
6. The Committee shall review and discuss with management and
the External Auditors the effect of regulatory and accounting
initiatives on the Funds' financial statements.
7. The Committee shall discuss with Fund Management the Funds' press
releases regarding financial results and dividends, as well as financial
information and earnings guidance provided to analysts and rating
agencies. This discussion may be done generally, consisting of
A-4
discussing the types of information to be disclosed and the types of
presentations to be made. The Chairman of the Committee shall be
authorized to have these discussions with Fund Management on behalf of
the Committee, and shall report to the Committee regarding any such
discussions.
The Committee shall discuss with Fund Management the Funds' major
financial risk exposures and the steps Fund Management has taken to
monitor and control these exposures, including the Funds' risk
assessment and risk management policies and guidelines. In fulfilling
its obligations under this paragraph, the Committee may, as applicable,
review in a general manner the processes other Board committees have in
place with respect to risk assessment and risk management.
C. With respect to serving as a Qualified Legal Compliance
Committee:
I. The Committee shall serve as the Funds' "qualified legal compliance
committee" ("QLCC") within the meaning of the rules of the SEC and, in
that regard, the following shall apply.
i. The Committee shall receive and retain, in confidence, reports of
evidence of (a) a material violation of any federal or state securities
laws, (b) a material breach of a fiduciary duty arising under any
federal or state laws or (c) a similar material violation of any federal
or state law by a Fund or any of its officers, trustees, employees or
agents (a "Report of Material Violation"). Reports of Material Violation
may be addressed to the Funds, attention W. Scott Jardine, at the
address of the principal offices of the Funds, which currently is 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532, who shall forward
the Report of Material Violation to the Committee.
ii. Upon receipt of a Report of Material Violation, the Committee shall
(a) inform the Fund's chief legal officer and chief executive officer
(or the equivalents thereof) of the report (unless the Committee
determines it would be futile to do so), and (b) determine whether an
investigation is necessary.
iii. After considering the Report of a Material Violation, the
Committee shall do the following if it deems an investigation necessary:
Notify the full Board;
Retain such additional expert personnel as the Committee deems
necessary.Initiate an investigation, which may be conducted either by
the chief legal officer (or the equivalent thereof) of the Fund or by
outside attorneys; and
iv. At the conclusion of any such investigation, the Committee
shall:
Recommend, by majority vote, that the Fund implement an appropriate
response to evidence of a material violation; and
Inform the chief legal officer and the chief executive officer (or the
equivalents thereof) and the Board of the results of any such
investigation and the appropriate remedial measures to be adopted.
2. The Committee shall take all other action that it deems
appropriate in the event that the Fund fails in any material respect to
implement an appropriate response that the Committee, as the QLCC, has
recommended the Fund take.
A-5
D. Other Responsibilities:
1. The Committee shall receive, retain and handle complaints received
by the Funds regarding accounting, internal accounting controls, or
auditing matters from any person, whether or not an employee of the
Funds or Fund Management, and shall receive submissions of concerns
regarding questionable accounting or auditing matters by employees of
the Funds and Fund Management, administrator, principal underwriter, or
any other provider of accounting-related services for the Funds. All
such complaints and concerns shall be handled in accordance with the
Committee's procedures for operating as a QLCC, outlined in III.C above.
2. The Committee shall review, with fund counsel and independent legal
counsel, any legal matters that could have significant impact on the
Fund's financial statements or compliance policies and the findings of
any examination by a regulatory agency as they relate to financial
statement matters.
3. The Committee shall review and reassess the adequacy of this
charter on an annual basis, if necessary, and provide a recommendation
to the Board for approval of any proposed changes deemed necessary or
advisable by the Committee.
4. The Committee shall evaluate on an annual basis the
performance of the Committee.
5. The Committee shall review with the External Auditors and with
Fund Management the adequacy and effectiveness of the Funds' internal
accounting and financial controls.
6. The Committee shall discuss with Fund Management and the External
Auditors any correspondence with regulators or governmental agencies
that raise material issues regarding the Funds' financial statements or
accounting policies.
7. The Committee shall obtain any reports from Fund Management with
respect to the Funds' policies and procedures regarding compliance with
applicable laws and regulations. The Committee shall perform other
special reviews, investigations or oversight functions as requested by
the Board and shall receive and review periodic or special reports
issued on exposure/controls, irregularities and control failures related
to the Funds.
8. The Committee shall prepare any report of the Committee
required to be included in a proxy statement for a Fund.
9. The Committee may request any officer or employee of a Fund or Fund
Management, independent legal counsel, fund counsel and the External
Auditors to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.
10. The Committee shall maintain minutes of its meetings.
11. The Committee shall perform such other functions and have such
powers as may be necessary or appropriate in the efficient and lawful
discharge of its responsibilities.
IV. AUTHORITY TO ENGAGE ADVISERS.
The Committee may engage independent counsel and other advisers, as it
determines necessary to carry out its duties. The Funds' External
Auditors shall have unrestricted accessibility at any time to Committee
members.
A-6
V. FUNDING PROVISIONS.
A. The Committee shall determine the:
1. Compensation to any independent registered public accounting
firm engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for a Fund; and
2. Compensation to any advisers employed by the Committee.
B. The expenses enumerated in this Article V and all necessary
and appropriate administrative expenses of the Committee shall be paid
by the applicable Fund or Fund Management.
VI. MANAGEMENT AND EXTERNAL AUDITOR'S RESPONSIBILITIES.
A. Fund Management has the primary responsibility for establishing and
maintaining systems for accounting, reporting, disclosure and internal
controls. The External Auditors have the primary responsibility to plan
and implement an audit, with proper consideration given to the
accounting, reporting and internal controls. All External Auditors
engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Funds shall
report directly to the Committee. The External Auditors' ultimate
accountability is to the Board and the Committee, as representatives of
shareholders.
B. While the Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Committee to plan or conduct
audits or to determine that the Funds' financial statements are complete
and accurate and are in accordance with GAAP, nor is it the duty of the
Committee to assure compliance with laws and regulations and/or the
Funds' Code of Ethics.
C. In discharging its responsibilities, the Committee and its members
are entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or
presented by: (1) one or more officers of a Fund; (2) legal counsel,
public accountants, or other persons as to matters the Committee member
reasonably believes are within the person's professional or expert
competence; or (3) a Board committee of which the Committee member is
not a member.
Amended: June 13, 2005
Amended: December 11, 2006
A-7
PRELIMINARY COPY
DETACH HERE
FORM OF PROXY CARD
FIRST TRUST STRATEGIC HIGH INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND II
PROXY SOLICITED BY THE BOARD OF TRUSTEES
ANNUAL MEETING ON APRIL 16, 2007
The undersigned holder of shares of the [FUND NAME] (the "Fund"), a
Massachusetts business trust, hereby appoints W. Scott Jardine, Mark R. Bradley
and Kristi A. Maher as attorneys and proxies for the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of the Fund that the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund (the
"Meeting") to be held at the offices of First Trust Advisors L.P., 1001
Warrenville Road, Suite 300, Lisle, IL 60532, at 4:00 p.m. Central time on the
date indicated above, and any adjournment or adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated March 15, 2007, and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. A majority of the proxies present and acting at the Meeting
in person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
----------- -----------
[FUND NAME]
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-8586
DETACH HERE
[X] Please mark |
votes as in |
this example. --------
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF EACH NOMINEE SET FORTH.
1. Election of Trustees.
Class I (Expiring 2008)
(01) Robert F. Keith
Class II (Expiring 2009)
(02) Richard E. Erickson
(03) Thomas R. Kadlec
Class II (Expiring 2010)
(04) James A. Bowen
(05) Niel B. Nielson
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
2. Approval of change in concentration policy.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Mark box at right if an address change or comment
has been noted on the reverse side of this card. [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy. When
signing as attorney, executor, administrator, trustee,
guardian or corporate officer, please give full title.
Signature:_______________ Date:_______ Signature:_______________ Date:_______