Edgar Filing: FIRST TRUST STRATEGIC HIGH INCOME FUND

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-21756

FIRST TRUST STRATEGIC HIGH INCOME FUND
(Exact name of registrant as specified in charter)

120 East Liberty Drive
WHEATON, IL 60187
(Address of principal executive offices) (Zip code)

W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive
WHEATON, IL 60187
(Name and address of agent for service)

registrant's telephone number, including area code: 630-765-8000

Date of fiscal year end: OCTOBER 31

Date of reporting period: OCTOBER 31, 2008

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 100 F Street, NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.

FIRST TRUST STRATEGIC
HIGH INCOME FUND

ANNUAL REPORT
FOR THE YEAR ENDED
OCTOBER 31, 2008

(FIRST TRUST LOGO)

(VALHALLA LOGO)
CAPITAL PARTNERS

TABLE OF CONTENTS

FIRST TRUST STRATEGIC HIGH INCOME FUND (FHI)
ANNUAL REPORT
OCTOBER 31, 2008

Shareholder Letter ....................................................... 1
At A Glance .............................................................. 2
Portfolio Commentary ..................................................... 3
Policy Change ............................................................ 5
Portfolio of Investments ................................................. 6
Statement of Assets and Liabilities ...................................... 10
Statement of Operations .................................................. 11
Statements of Changes in Net Assets ...................................... 12
Statement of Cash Flows .................................................. 13
Financial Highlights ..................................................... 14
Notes to Financial Statements ............................................ 15
Report of Independent Registered Public Accounting Firm .................. 21
Additional Information ................................................... 22
Board of Trustees and Officers ........................................... 26
Privacy Policy ........................................................... 30

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements within the meaning of
the Securities Act of 1933, as amended and the Securities Exchange Act of 1934,
as amended. Forward-looking statements include statements regarding the goals,
beliefs, plans or current expectations of First Trust Advisors L.P. ("First
Trust" or the "Advisor") and/or Valhalla Capital Partners, LLC ("Valhalla" or
the "Sub-Advisor") and their respective representatives, taking into account the
information currently available to them. Forward-looking statements include all
statements that do not relate solely to current or historical fact. For example,
forward-looking statements include the use of words such as "anticipate,"
"estimate," "intend," "expect," "believe," "plan," "may," "should," "would" or
other words that convey uncertainty of future events or outcomes.

Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
First Trust Strategic High Income Fund (the "Fund") to be materially different
from any future results, performance or achievements expressed or implied by the
forward-looking statements. When evaluating the information included in this
report, you are cautioned not to place undue reliance on these forward-looking
statements, which reflect the judgment of the Advisor and/or Sub-Advisor and
their respective representatives only as of the date hereof. We undertake no
obligation to publicly revise or update these forward-looking statements to
reflect events and circumstances that arise after the date hereof.

PERFORMANCE AND RISK DISCLOSURE

There is no assurance that the Fund will achieve its investment objectives. The
Fund is subject to market risk, which is the possibility that the market values
of securities owned by the Fund will decline and that the value of the Fund
shares may therefore be less than what you paid for them. Accordingly, you can
lose money investing in the Fund. See "Risk Considerations" in the Notes to
Financial Statements for a discussion of other risks of investing in the Fund.

Performance data quoted represents past performance, which is no guarantee of
future results, and current performance may be lower or higher than the figures
shown. For the most recent month-end performance figures, please visit
http://www.ftportfolios.com or speak with your financial advisor. Investment
returns, net asset value and common share price will fluctuate and Fund shares,
when sold, may be worth more or less than their original cost.

HOW TO READ THIS REPORT

This report contains information that may help you evaluate your investment. It
includes details about the Fund and presents data and analysis that provide
insight into the Fund's performance and investment approach.

By reading the portfolio commentary by the portfolio management team of the
Fund, you may obtain an understanding of how the market environment affected the
Fund's performance. The statistical information that follows may help you
understand the Fund's performance compared to that of relevant market
benchmarks.

It is important to keep in mind that the opinions expressed by personnel of
Valhalla are just that: informed opinions. They should not be considered to be
promises or advice. The opinions, like the statistics, cover the period through
the date on the cover of this report. The risks of investing in the Fund are
spelled out in the prospectus, the statement of additional information, this
report and other regulatory filings.

SHAREHOLDER LETTER

FIRST TRUST STRATEGIC HIGH INCOME FUND (FHI)
ANNUAL REPORT
OCTOBER 31, 2008

Dear Shareholders:

The year ended October 31, 2008 has been challenging for the financial markets
and for many investors. Yet, First Trust Advisors L.P. ("First Trust") believes
that, regardless of the market, in order to be successful in reaching your
financial goals, you should be invested for the long term. First Trust also
believes that investors should seek professional help from a financial advisor
who has been through many types of markets, knows the range of investments
available, and is committed to bringing you investments suitable to your
particular situation.

Our goal at First Trust has always been to offer a wide range of investment
products, including our family of closed-end funds, to help financial advisors
give you the opportunity to meet your financial objectives. First Trust has
continued to expand our product line to ensure that you have many choices to fit
your investment needs.

The report you hold contains detailed information about your investment in the
First Trust Strategic High Income Fund (the "Fund"). It contains a portfolio
commentary from the Fund's portfolio management team that provides a market
recap for the period, a performance analysis and a market and Fund outlook.
Additionally, the report provides the Fund's financial statements for the period
covered by the report. I encourage you to read this document and discuss it with
your financial advisor.

First Trust has been through many types of markets and remains committed to
bringing you quality investment solutions regardless of the inevitable ups and
downs experienced in the market. First Trust offers a variety of products that
may fit many financial plans to help those investors seeking long-term
investment success. As well, we are committed to giving you up-to-date reports
about your investments so you and your financial advisor have current
information on your portfolio.

We continue to value our relationship with you, and we thank you for the
opportunity to assist you in achieving your financial goals.

Sincerely,

/s/ James A. Bowen
James A. Bowen
President of First Trust Strategic High Income Fund

Page 1

FIRST TRUST STRATEGIC HIGH INCOME FUND
"AT A GLANCE"
AS OF OCTOBER 31, 2008 (UNAUDITED)

FUND STATISTICS

Symbol on New York Stock Exchange FHI
Common Share Price $ 6.34
Common Share Net Asset Value ("NAV") $ 6.57
Premium (Discount) to NAV (3.50)%
Net Assets Applicable to Common Shares $59,381,174
Current Monthly Distribution per Common Share (1) $ 0.160
Current Annualized Distribution per Common Share $ 1.920
Current Distribution Rate on Closing Common Share Price(2) 30.28%
Current Distribution Rate on NAV (2) 29.22%

COMMON SHARE PRICE & NAV (WEEKLY CLOSING PRICE)

(PERFORMANCE GRAPH)

Mkt NAV
----- -----

10/31/07 14.19 15.15
11/2/07 13.55 14.73
11/9/07 11.84 14.29
11/16/07 12.05 14.15
11/23/07 12.03 14.07
11/30/07 13.1 13.97
12/7/07 12.77 13.61
12/14/07 11.93 13.19
12/21/07 11.36 13.32
12/28/07 11.68 13.14
1/4/08 11.85 13
1/11/08 11.85 12.68
1/18/08 11.87 12.7
1/25/08 12.34 12.86
2/1/08 12.37 12.13
2/8/08 12.11 12.09
2/15/08 11.96 12.02
2/22/08 12.24 12.03
2/29/08 12.34 12.12
3/7/08 10.84 11.66
3/14/08 10.58 11.49
3/20/08 10.6 11.29
3/28/08 10.73 11.3
4/4/08 11.31 10.9
4/11/08 11.68 10.7
4/18/08 11.7 10.64
4/25/08 12.16 10.68
5/2/08 12.5 10.52
5/9/08 12.26 10.38
5/16/08 12.14 10.39
5/23/08 11.9 10.39
5/30/08 12.78 10.35
6/6/08 13.21 9.95
6/13/08 11.45 9.67
6/20/08 11.05 9.65
6/27/08 11.45 9.71
7/3/08 10.81 9.43
7/11/08 10.13 9.38
7/18/08 10.06 9.05
7/25/08 10.1 9.05
8/1/08 10.29 8.93
8/8/08 8.65 8.47
8/15/08 8.16 8.56
8/22/08 8.28 8.48
8/29/08 9.18 8.39
9/5/08 8.87 8.18
9/12/08 8.48 8.22
9/19/08 6.2 7.67
9/26/08 6.23 7.65
10/3/08 6.05 7.38
10/10/08 4.04 7.32
10/17/08 5.9 7.05
10/24/08 6.07 7.18
10/31/08 6.34 6.57

PERFORMANCE

Average Annual
Total Return
1 Year Ended Inception (7/19/2005)
10/31/2008 to 10/31/2008
------------ ---------------------

Fund Performance
NAV (3) -47.16% -17.80%
Market Value (4) -45.56% -19.83%
Index Performance
Barclays Capital Ba U.S. High Yield Index
(formerly known as Lehman Brothers Ba U.S.
High Yield Index) -19.19% -4.15%

% OF TOTAL
ASSET CLASSIFICATION INVESTMENTS
-------------------- -----------

Collateralized Debt Obligations 25.1%
Commercial Mortgage-Backed
Securities 22.9
Franchise Loans 15.3
Manufactured Housing Loans 10.7
U.S. Government Agency Mortgage-Backed
Securities 10.6
Residential Mortgage-Backed Securities 9.3
Equity 2.4
Corporate Bonds 2.3
Equipment Lease Receivable 1.4
-----
Total 100.0%
=====

% OF TOTAL
CREDIT QUALITY(5) INVESTMENTS
----------------- -----------

AAA 11.4%
A 0.9
BBB 4.9
BB 11.3
B 14.6
CCC 25.1
CC 19.6
C 6.8
NR 5.4
-----
Total 100.0%
=====

(1) Most recent distribution paid or declared through 10/31/2008. This
distribution was decreased subsequent to 10/31/2008. See Note 8 -
"Subsequent Events" in the Notes to Financial Statements. Subject to change
in the future.

(2) Distribution rates are calculated by annualizing the most recent
distribution paid or of record through the report date and then dividing by
Common Share price or NAV, as applicable, as of 10/31/2008. Subject to
change in the future.

(3) Total return based on NAV is the combination of reinvested dividend
distributions and reinvested capital gain distributions, if any, at prices
obtained by the Dividend Reinvestment Plan and changes in NAV per share and
does not reflect sales load. Past performance is not indicative of future
results.

(4) Total return based on market value is the combination of reinvested
dividend distributions and reinvested capital gains distributions, if any,
at prices obtained by the Dividend Reinvestment Plan and changes in Common
Share price. Past performance is not indicative of future results.

(5) The credit quality information represented reflects the ratings assigned by
one or more nationally recognized statistical rating organizations
(NRSROs). For situations in which a security is rated by more than one
NRSRO and ratings are not equivalent, the ratings are averaged.

Page 2

PORTFOLIO COMMENTARY

SUB-ADVISOR

Valhalla Capital Partners, LLC ("Valhalla" or the "Sub-Advisor"), the
Sub-Advisor to First Trust Strategic High Income Fund (New York Stock Exchange
("NYSE"): FHI), is a boutique asset management firm focused on managing
high-yield portfolios with an emphasis on structured finance securities.
Valhalla was founded in 2005 and is currently managed by its Managing Partners,
Ken L. Mathis, Ramond P. Mecherle and Justin L. Ventura. Valhalla is a Kentucky
limited liability company located at 13011 W. Hwy 42, Suite 201, Prospect,
Kentucky 40059. As of October 31, 2008, Valhalla had approximately $250 million
in assets under management.

PORTFOLIO MANAGEMENT TEAM

RAMOND P. MECHERLE, CFA, PORTFOLIO MANAGER

Mr. Mecherle is a founding Managing Partner of Valhalla. He has over 10 years of
experience in the financial industry. Mr. Mecherle currently serves as
Co-Manager of First Trust Strategic High Income Fund ("FHI"), First Trust
Strategic High Income Fund II (NYSE: FHY) and First Trust Strategic High Income
Fund III (NYSE: FHO). Mr. Mecherle was a dual employee of Hilliard Lyons Asset
Management and Valhalla from Valhalla's inception in 2005 through April 2006.
From October 2004 to April 2006, Mr. Mecherle was employed by Hilliard Lyons
Asset Management as Director of Fixed Income and Co-Manager of FHI. Prior to
that, Mr. Mecherle was employed by Morgan Keegan Asset Management for seven
years. There, Mr. Mecherle was an Assistant Portfolio Manager for three
high-yield funds: Regions Morgan Keegan Select High Income Fund (MKHIX), an
open-end fund; RMK High Income Fund (NYSE: RMH), a closed-end fund; RMK
Strategic Income Fund (NYSE: RSF), a closed-end fund; and separate accounts. Mr.
Mecherle received a B.A. from the University of Virginia and an M.B.A. from the
Johnson Graduate School of Management, Cornell University.

JUSTIN L. VENTURA, PORTFOLIO MANAGER

Mr. Ventura is a founding Managing Partner of Valhalla. He has over 15 years of
experience in the financial industry. Mr. Ventura currently serves as Co-Manager
of First Trust Strategic High Income Fund, First Trust Strategic High Income
Fund II (NYSE: FHY) and First Trust Strategic High Income Fund III (NYSE: FHO).
Mr. Ventura was a dual employee of Hilliard Lyons Asset Management and Valhalla
from Valhalla's inception in 2005 through April 2006. From June 2005 to April
2006, Mr. Ventura was employed by Hilliard Lyons Asset Management as Co-Manager
of FHI. Prior to that, Mr. Ventura was employed by State Street Bank for six
years as Vice President, Capital Markets Portfolio/ABS-MBS-CDO Sectors. Mr.
Ventura began his career with Fitch IBCA, Inc. where he worked for five years
and was a Director of Structured Finance/Mortgage and Asset-Backed Securities.
Mr. Ventura received a B.A. from the University of Massachusetts and a J.D. from
George Mason School of Law.

COMMENTARY

FIRST TRUST STRATEGIC HIGH INCOME FUND

The primary investment objective of the First Trust Strategic High Income Fund
("FHI" or the "Fund") is to seek a high level of current income. The Fund seeks
capital growth as a secondary objective, and seeks to achieve its investment
objectives by investing at least 80% of its managed assets in a diversified
portfolio of high income producing securities the Sub-Advisor believes offer
attractive yield and/or capital appreciation potential. There can be no
assurance that the Fund will achieve its investment objectives, and the Fund may
not be appropriate for all investors.

MARKET RECAP

FHI continued to suffer from deteriorating market conditions during the twelve
months ended October 31, 2008. Over the period the financial crisis intensified,
affecting nearly every segment of the global capital markets, especially
credit-sensitive assets. For some time the markets had been anticipating
additional casualties beyond Bear Stearns, and in September those fears became
reality. In roughly thirty days, the Federal Government seized Fannie Mae and
Freddie Mac; Lehman Brothers filed for the largest bankruptcy in U.S. history;
Bank of America swallowed an ailing Merrill Lynch; the Federal Government bailed
out AIG; and finally, Washington Mutual failed. In response, Congress passed the
Emergency Economic Stabilization Act of 2008, allowing the Treasury to spend up
to $700 billion to buttress the nation's financial system, and the Federal
Reserve made an "inter-meeting" cut of 50 basis points to the Federal Funds
Rate.

Page 3

PORTFOLIO COMMENTARY (CONTINUED)

This miserable environment shredded the equity markets. Over the twelve months
ended October 31, 2008, the S&P 500(R) Index lost -36.1% on a total return
basis. The financial sector, as measured by the NYSE Financial Index, produced
an abysmal -51.3% for the Fund's fiscal year period. This is hardly surprising
given the number of financial institutions needing additional capital over the
last year and, in a number of cases, emergency assistance over the last few
months. At the end of the period covered by this report, even after the passage
of the momentous rescue package, great uncertainty continues to hover over the
markets.

Subsequent to the Fund's fiscal year-end, market conditions remain strained.
Liquidity is still severely restricted, and the combination of the Federal
Government's backstopping of Citigroup and its potential bailout of the Big 3
automakers has injected even greater uncertainty into the financial system.

PERFORMANCE ANALYSIS

The strained financial system pressured virtually all of the Fund's asset
classes. For the year ended October 31, 2008, the Fund delivered a -47.16% net
asset value ("NAV") total return(1). The total return for the Fund's benchmark,
the Barclays Capital Ba U.S. High Yield Index, was -19.19% over the same period.
The difference between the Fund and its Index arises from the fact that the
latter contains predominantly corporate high-yield debt; FHI's holdings, in
contrast, consisted largely of structured-finance securities.

Of all the Fund's sectors, residential mortgage-backed securities (RMBS) and
collateralized debt obligations (CDOs) declined the most in average price. These
two categories suffered from negative headlines, a lack of liquidity, and
negative credit trends. Although pricing in these two spaces was already
severely depressed, downward pressures continued unabated due to general fear in
the marketplace and a lingering supply-and-demand imbalance. Other sectors that
experienced a material fall in average price were those backed by commercial
mortgages and loans. A worsening economic picture heightened investor concern
with both the weak underwriting of recent years and the limited refinancing
options available to borrowers. Many of the Fund's holdings in these sectors
have maintained a relatively stable credit profile, but they were not immune to
the strong downdraft in pricing and moved lower over the twelve months covered
by this report. Finally, the Fund's allocation to other asset-backed categories,
such as manufactured housing loans and franchise loans, produced a similar story
for the year; the overall credit profile remained relatively stable, while the
average price fell more than expected. For almost every sector, the second half
of the fiscal year was worse than the first, and this was clearly reflected by
the Fund's market performance as well.

FHI's market price total return(2) was -45.56% for the period, but the
premium/discount swings were wider in the last six months of the period. From
October, 2007 to April, 2008, the price ranged from an 18.9% premium to a -17.8%
discount; from April, 2008 to period-end, it widened considerably, stretching
from a premium of 32.8% to a discount of -44.8%. Despite the volatility, the
average divergence from the Fund's NAV for the period was -0.13%.

The Fund's credit facility terminated on November 12, 2008. This resulted in the
untimely liquidation of certain positions during the reported period, which
contributed to the reported net realized loss for the Fund.

MARKET & FUND OUTLOOK

Not surprisingly, over the year ended October 31, 2008, financial institutions
tightened up on various forms of lending, from home mortgages, to credit cards,
to business loans, as the worst financial crisis in seven decades took a bigger
toll on the economy. Former Federal Reserve Chairman Alan Greenspan recently
told the House Oversight and Reform Committee, "We are in the midst of a
once-in-a century credit tsunami."

Throughout this crisis, the Fund's strategy has been to maintain diversification
across asset classes and selectively exploit liquidity as needed. To date, we
believe this approach has helped it endure the most difficult market conditions
in a generation. Ultimately, however, the duration of this "credit tsunami" will
drive collateral performance, and therefore, the Fund's total return. As the
markets continue to struggle through this challenging period, risk will likely
remain elevated, and prices under pressure. It remains to be seen whether or not
the massive Federal intervention in the private sector will prove to be the
eventual "cure-all" investors are hoping for.

----------
(1) Total return based on NAV is the combination of reinvested dividend
distributions and reinvested capital gain distributions, if any, at prices
obtained by the Dividend Reinvestment Plan and changes in NAV per share and
does not reflect sales load.

(2) Total return based on market value is the combination of reinvested
dividend distributions and reinvested capital gains distributions, if any,
at prices obtained by the Dividend Reinvestment Plan and changes in Common
Share price.

Page 4

POLICY CHANGE

CHANGE IN TEMPORARY DEFENSIVE POLICY

On September 15, 2008, the Fund's Board of Trustees approved a change in the
Fund's temporary defensive policy. Previously, the temporary defensive policy of
the Fund permitted it to deviate from its investment strategy and invest all or
any portion of its managed assets in cash or cash equivalents. Cash equivalents,
in general terms, include: U.S. Government securities, certificates of deposit,
repurchase agreements, commercial paper, bankers' acceptances, bank time
deposits and money market funds. Under the revised temporary defensive policy,
the Fund may deviate from its investment strategy and invest all or any portion
of its total assets in cash, cash equivalents and certain other defensive
instruments, including manufactured home loan-backed securities; certain
securities guaranteed by the U.S. Government or its agencies or
instrumentalities; asset-backed securities representing direct or indirect
participations in, or secured by and payable from, pools of leases of aircrafts
and/or loans to purchase aircrafts; asset-backed securities representing direct
or indirect participations in, or secured by and payable from, loans or other
obligations of franchises; corporate bonds; and any other securities rated in
the AA category or better by at least one nationally recognized statistical
rating organization. The revised temporary defensive policy is included in the
Additional Information section of this report. A summary of Fund risk
disclosures is included in Note 7 - Risk Considerations in the Notes to the
Financial Statements.

Page 5

FIRST TRUST STRATEGIC HIGH INCOME FUND
PORTFOLIO OF INVESTMENTS (a)
OCTOBER 31, 2008

PRINCIPAL STATED
VALUE DESCRIPTION COUPON MATURITY VALUE
----------- --------------------------------------------------- ------ -------- ------------

ASSET-BACKED SECURITIES - 51.6%
ABCLO, Ltd.
$ 1,750,000 Series 2007-1A, Class D (b) (c) ................ 8.65% 04/15/21 $ 385,000
ACE Securities Corp., Home Equity Loan Trust
504,354 Series 2003-OP1, Class B ....................... 6.00% 12/25/33 66,854
2,000,000 Series 2005-HE5, Class M10 (c) ................. 6.26% 08/25/35 19,340
2,241,387 Series 2007-HE4, Class M8 (c) .................. 5.76% 05/25/37 16,810
Aircraft Finance Trust
984,572 Series 1999-1A, Class A2 (b) (c) ............... 5.06% 05/15/24 836,886
Atherton Franchisee Loan Funding
493,451 Series 1999-A, Class A2 (b) .................... 7.23% 03/15/21 467,678
Bear Stearns Asset Backed Security Trust
4,000,000 Series 2007-HE3, Class M9 (c) .................. 5.51% 04/25/37 163,560
BNC Mortgage Loan Trust
5,750,000 Series 2007-2, Class B1 (b) (c) ................ 5.76% 05/25/37 400,890
1,400,000 Series 2007-2, Class B2 (b) (c) ................ 5.76% 05/25/37 71,876
1,766,000 Series 2007-3, Class B2 (b) (c) ................ 5.76% 07/25/37 84,556
Bombardier Capital Mortgage Securitization Corp.
337,998 Series 1999-B, Class A1B ....................... 6.61% 09/15/10 209,835
865,364 Series 1999-B, Class A3 ........................ 7.18% 12/15/15 515,558
Conseco Finance Securitizations Corp.
3,764,225 Series 2000-6, Class M1 ........................ 7.72% 09/01/31 1,005,371
EMAC Owner Trust, LLC
1,209,093 Series 1998-1, Class A3 (b) .................... 6.63% 01/15/25 846,365
1,148,819 Series 2000-1, Class A1 (b) .................... 6.10% 01/15/27 631,851
1,471,632 Series 2000-1, Class A2 (b) .................... 6.10% 01/15/27 809,398
Falcon Franchise Loan Trust
4,905,000 Series 2000-1, Class E (b) ..................... 6.50% 04/05/16 2,231,801
4,231,000 Series 2003-1, Class E (b) ..................... 6.00% 01/05/25 873,843
FFCA Secured Lending Corp.
5,000,000 Series 1999-2, Class B1 (b) .................... 8.27% 05/18/26 2,177,486
FMAC Loan Receivables Trust
926,392 Series 1997-B, Class A (b) ..................... 6.85% 09/15/19 852,281
Green Tree Financial Corp.
362,954 Series 1997-4, Class B1 ........................ 7.23% 02/15/29 77,340
997,149 Series 1998-4, Class M1 ........................ 6.83% 04/01/30 472,698
3,000,000 Series 1998-8, Class M1 ........................ 6.98% 09/01/30 1,527,071
6,333,804 Series 1999-3, Class M1 ........................ 6.96% 02/01/31 1,383,885
GSAMP Trust
1,599,728 Series 2004-AR2, Class B4 (b) .................. 5.00% 08/25/34 31,995
994,426 Series 2006-S3, Class A2 ....................... 5.77% 05/25/36 132,536
870,136 Series 2006-S5, Class A1 (c) ................... 3.35% 09/25/36 95,026
Halyard Multi Asset CBO I, Ltd.
1,630,322 Series 1A, Class B (b) (c) ..................... 4.88% 03/24/10 652,129
Helios Series I Multi Asset CBO, Ltd.
3,000,000 Series 1A, Class B (b) (c) ..................... 4.00% 12/13/36 900,000

See Notes to Financial Statements

Page 6

FIRST TRUST STRATEGIC HIGH INCOME FUND
PORTFOLIO OF INVESTMENTS (a) - (CONTINUED)
OCTOBER 31, 2008

PRINCIPAL STATED
VALUE DESCRIPTION COUPON MATURITY VALUE
----------- --------------------------------------------------- ------ -------- ------------

ASSET-BACKED SECURITIES - (CONTINUED)
Independence lll CDO, Ltd.
$ 5,000,000 Series 3A, Class C1 (b) (c) .................... 6.65% 10/03/37 $ 1,600,000
Indymac Residential Asset Backed Trust
2,375,000 Series 2005-B, Class M10 (c) ................... 6.76% 08/25/35 231,556
Long Beach Mortgage Loan Trust
1,963,252 Series 2006-A, Class A2 ........................ 5.55% 05/25/36 235,590
Longhorn CDO, Ltd.
2,743,468 Series 1, Class C (b) (c) ...................... 9.05% 05/10/12 823,040
Merit Securities Corp.
3,105,952 Series 13, Class B1 (d) ........................ 8.01% 12/28/33 157,241
2,602,000 Series 13, Class M2 ............................ 8.01% 12/28/33 857,829
North Street Referenced Linked Notes
4,500,000 Series 2000-1A, Class C (c) (d) ................ 5.22% 04/28/11 2,854,305
7,000,000 Series 2000-1A, Class D1 (b) (c) ............... 6.07% 04/28/11 3,850,000
Park Place Securities, Inc.
3,689,895 Series 2004-WCW1, Class M8 (c) ................. 6.76% 09/25/34 515,658
1,301,976 Series 2004-WCW2, Class M10 (b) (c) ............ 6.01% 10/25/34 26,601
5,000,000 Series 2005-WCW3, Class M11 (b) (c) ............ 5.76% 08/25/35 50,000
102,010 Series 2005-WHQ4, Class M10 (b) (c) ............ 5.76% 09/25/35 82
Rosedale CLO, Ltd.
3,500,000 Series I-A, Class II (b) ....................... 0.00% 07/24/21 525,000
Signature 5, Ltd.
1,000,000 Series 5A, Class C (b) ......................... 12.56% 10/27/12 350,000
Soundview Home Equity Loan Trust
1,634,000 Series 2007-OPT3, Class M10 (b) (c) ............ 5.76% 08/25/37 49,020
Structured Asset Investment Loan Trust
654,273 Series 2004-8, Class B2 ........................ 5.00% 09/25/34 2,259
Structured Asset Securities Corp.
3,000,000 Series 2007-BC3, Class B1 (b) (c) .............. 5.76% 05/25/47 180,450
2,000,000 Series 2007-OSI, Class M10 (c) ................. 5.76% 06/25/37 33,860
Summit CBO I, Ltd.
4,914,010 Series 1A, Class B (b) (c) ..................... 3.78% 05/23/11 245,701
Wells Fargo Home Equity Trust
3,947,000 Series 2007-2, Class B2 (b) (c) ................ 5.76% 04/25/37 136,211
------------
TOTAL ASSET-BACKED SECURITIES
(Cost $69,038,565) ................................ 30,664,322
------------
COLLATERALIZED MORTGAGE OBLIGATIONS - 4.8%
Bear Stearns Alt-A Trust
2,169,543 Series 2006-8, Class 2A2 ....................... 5.46% 08/25/46 1,096,277
Countrywide Alternative Loan Trust
1,898,182 Series 2005-56, Class B4 (b) (c) ............... 4.51% 11/25/35 37,964
3,378,932 Series 2005-56, Class M4 (c) ................... 4.18% 11/25/35 743,365
162,990 Series 2006-OA2, Class B2 (c) .................. 6.53% 05/20/46 1,630
Credit Suisse Mortgage Capital Certificates
2,404,767 Series 2006-1, Class DB5 (d) ................... 5.72% 02/25/36 36,801
2,327,168 Series 2006-2, Class DB5 (d) ................... 5.87% 03/25/36 82,398
CS First Boston Mortgage Securities Corp.
83,151 Series 2005-11, Class DB6 (b) .................. 6.05% 12/25/35 831

See Notes to Financial Statements

Page 7

FIRST TRUST STRATEGIC HIGH INCOME FUND
PORTFOLIO OF INVESTMENTS (a) - (CONTINUED)
OCTOBER 31, 2008

PRINCIPAL STATED
VALUE DESCRIPTION COUPON MATURITY VALUE
----------- --------------------------------------------------- ------ -------- ------------

COLLATERALIZED MORTGAGE OBLIGATIONS - (CONTINUED)
Deutsche Alt-A Securities, Inc. Mortgage Loan Trust
$ 3,691,244 Series 2007-OA4, Class M10 (c) ................. 6.26% 08/25/47 $ 25,233
HarborView Mortgage Loan Trust
4,051,643 Series 2005-9, Class B10 (c) ................... 6.03% 06/20/35 810,329
------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $11,121,351) ................................ 2,834,828
------------
COMMERCIAL MORTGAGE-BACKED SECURITIES - 22.4%
Banc of America Commercial Mortgage Inc.
1,171,422 Series 2000-1, Class M (b) ..................... 6.00% 11/15/31 470,311
Banc of America Large Loan, Inc.
2,000,000 Series 2005-MIB1, Class L (b) (c) .............. 7.56% 03/15/22 1,424,379
Banc of America Structural Securities Trust
2,878,166 Series 2002-X1, Class O (b) .................... 7.00% 10/11/33 2,279,268
2,878,166 Series 2002-X1, Class P (b) .................... 7.00% 10/11/33 2,057,215
Bear Stearns Commercial Mortgage Securities
1,776,400 Series 2000-WF1, Class K ....................... 6.50% 02/15/32 665,281
GE Capital Commercial Mortgage Corp.
700,000 Series 2000-1, Class G (b) ..................... 6.13% 01/15/33 485,755
GMAC Commercial Mortgage Securities, Inc.
1,000,000 Series 1999-C3, Class G (b) .................... 6.97% 08/15/36 949,920
GS Mortgage Securities Corp. II
7,000,000 Series 1998-C1, Class H (b) .................... 6.00% 10/18/30 1,969,841
LB-UBS Commercial Mortgage Trust
3,025,000 Series 2001-C7, Class Q (d) .................... 5.87% 11/15/33 1,542,729
2,083,703 Series 2001-C7, Class S (b) .................... 5.87% 11/15/33 639,123
Morgan Stanley Capital I, Inc.
968,400 Series 1999-WF1, Class M (b) ................... 5.91% 11/15/31 350,404
2,787,919 Series 2003-IQ5, Class O (d) ................... 5.24% 04/15/38 482,631
------------
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Cost $22,076,271) ................................ 13,316,857
------------
CORPORATE BONDS - 2.2%
1,500,000 Lexington Precision Corp., Units (e) (f) .......... 0.00% 08/01/09 1,305,000
------------
TOTAL CORPORATE BONDS
(Cost $1,200,000) ................................. 1,305,000
------------
U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES - 10.4%
FannieMae-ACES
7,758,752 Series 1998-M7, Class N, IO .................... 0.54% 05/25/36 115,107
Government National Mortgage Association
94,655,676 Series 2003-47, Class XA, IO ................... 1.24% 06/16/43 4,404,196
23,930,043 Series 2003-59, Class XA, IO ................... 1.98% 06/16/34 1,643,058
------------
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES
(Cost $7,230,819) ................................. 6,162,361
------------

See Notes to Financial Statements

Page 8

FIRST TRUST STRATEGIC HIGH INCOME FUND
PORTFOLIO OF INVESTMENTS (a) - (CONTINUED)
OCTOBER 31, 2008

PRINCIPAL STATED
VALUE DESCRIPTION COUPON MATURITY VALUE
----------- --------------------------------------------------- ------ -------- ------------

STRUCTURED NOTES - 4.1%
Bacchus Ltd.
$ 1,225,000 Series 2006-1I, Subordinated Bond (b) .......... 0.00% 01/20/19 $ 796,250
InCaps Funding II Ltd./InCaps Funding II Corp.
2,000,000 Subordinated Note (b) .......................... 0.00% 01/15/34 500,000
3,750,000 Preferred Term Securities XXV, Ltd. (d) ........... 0.00% 06/22/37 1,125,000
------------
TOTAL STRUCTURED NOTES .
(Cost $5,410,664) ................................. 2,421,250
------------
PREFERRED SECURITIES - 2.3%
1,450 Ajax Two Ltd., Series 2A (b) (g) .................. $ 319,000
2,000 Ajax Two Ltd., Series 2X (b) (g) .................. 300,000
4,000 Pro Rata Funding, Ltd., Inc. (b) (g) .............. 600,000
2,000 Soloso CDO, Ltd., Series 2005-1 (b) (g) ........... 20,000
3,000 White Marlin CDO, Ltd., Series AI (b)(g) .......... 150,000
------------
TOTAL PREFERRED SECURITIES
(Cost $5,231,142) ................................. 1,389,000
------------
TOTAL INVESTMENTS - 97.8%
(Cost $121,308,812) (h) ........................... 58,093,618

LOAN OUTSTANDING - (25.2)% ........................ (15,000,000)
NET OTHER ASSETS AND LIABILITIES - 27.4% .......... 16,287,556
------------
NET ASSETS - 100.0% ............................... $ 59,381,174
============

----------
(a) All percentages shown in the Portfolio of Investments are based on net
assets.

(b) This security, sold within the terms of a private placement memorandum, is
exempt from registration under Rule 144A under the Securities Act of 1933,
as amended (the "1933 Act"), and may be resold in transactions exempt from
registration, normally to qualified institutional buyers. Pursuant to
procedures adopted by the Fund's Board of Trustees, this security has been
determined to be liquid by Valhalla Capital Partners, LLC, the Fund's
investment sub-advisor. Although recent instability in the markets has
resulted in periods of increased overall market illiquidity, liquidity for
each security is determined based on security specific factors. At October
31, 2008, securities noted as such amounted to $33,440,401 or 56.3% of net
assets.

(d) This security, sold within the terms of a private placement memorandum, is
exempt from registration under Rule 144A under the 1933 Act, and may be
resold in transactions exempt from registration, normally to qualified
institutional buyers (See Note 2C - Restricted Securities in the Notes to
Financial Statements).

(e) The issuer is in default. Income is not being accrued.

(f) Security is fair valued in accordance with procedures adopted by the Fund's
Board of Trustees.

(g) Zero coupon.

(h) Aggregate cost for federal income tax purposes is $135,879,850. As of
October 31, 2008, the aggregate gross unrealized appreciation for all
securities in which there as an excess of value over tax cost was
$1,098,371 and the aggregate gross unrealized depreciation for all
securities in which there was an excess of tax cost over value was
$78,884,603.

ACES Alternative Credit Enhancement Securities

CBO Collateralized Bond Obligation

CDO Collateralized Debt Obligation

CLO Collateralized Loan Obligation

IO Interest Only

See Notes to Financial Statements

Page 9

FIRST TRUST STRATEGIC HIGH INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2008

ASSETS:
Investments, at value
Cost ($121,308,812) ........................................................................ $ 58,093,618
Cash .......................................................................................... 10,086,411
Prepaid expenses .............................................................................. 8,151
Receivables:
Investment securities sold ................................................................. 5,622,548
Interest ................................................................................... 851,132
------------
Total Assets ............................................................................ 74,661,860
------------
LIABILITIES:
Payables:
Outstanding loan ........................................................................... 15,000,000
Interest and fees due on loan .............................................................. 87,966
Investment advisory fees ................................................................... 68,199
Audit and tax fees ......................................................................... 63,250
Printing fees .............................................................................. 23,511
Legal fees ................................................................................. 12,604
Administrative fees ........................................................................ 8,332
Transfer agent fees ........................................................................ 6,048
Trustees' fees and expenses ................................................................ 2,929
Custodian fees ............................................................................. 2,308
Accrued expenses and other liabilities ........................................................ 5,539
------------
Total Liabilities ....................................................................... 15,280,686
------------
NET ASSETS .................................................................................... $ 59,381,174
============
NET ASSETS CONSIST OF:
Paid-in capital ............................................................................... $151,300,522
Par value ..................................................................................... 90,358
Accumulated net investment income (loss) ...................................................... 8,503,569
Accumulated net realized gain (loss) on investments ........................................... (37,298,081)
Net unrealized appreciation (depreciation) on investments ..................................... (63,215,194)
------------
NET ASSETS .................................................................................... $ 59,381,174
============
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share) .......................... $ 6.57
============
Number of Common Shares outstanding (unlimited number of Common Shares has been authorized) ... 9,035,801
============

See Notes to Financial Statements

Page 10

FIRST TRUST STRATEGIC HIGH INCOME FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 2008

INVESTMENT INCOME:
Interest ...................................................................................... $ 22,609,324
------------
Total investment income ................................................................. 22,609,324
------------
EXPENSES:
Interest and fees on revolving loan ........................................................... 2,024,653
Investment advisory fees ...................................................................... 1,254,300
Excise tax expense ............................................................................ 312,771
Administrative fees ........................................................................... 138,502
Audit and tax fees ............................................................................ 82,268
Printing fees ................................................................................. 64,571
Transfer agent fees ........................................................................... 42,990
Trustees' fees and expenses ................................................................... 39,209
Legal fees .................................................................................... 14,036
Custodian fees ................................................................................ 15,522
Other ......................................................................................... 162,101
------------
Total expenses .......................................................................... 4,150,923
------------
NET INVESTMENT INCOME ......................................................................... 18,458,401
------------
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) on investments .................................................... (54,237,722)
Net change in unrealized appreciation (depreciation) of investments ........................ (24,267,712)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ....................................................... (78,505,434)
------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(60,047,033)
============

See Notes to Financial Statements

Page 11

FIRST TRUST STRATEGIC HIGH INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS

YEAR YEAR
ENDED ENDED
10/31/2008 10/31/2007
------------ ------------

OPERATIONS:
Net investment income (loss) ................................................... $ 18,458,401 $ 19,450,035
Net realized gain (loss) ....................................................... (54,237,722) (1,704,519)
Net change in unrealized appreciation (depreciation) ........................... (24,267,712) (41,769,545)
------------ ------------
Net increase (decrease) in net assets resulting from operations ................ (60,047,033) (24,024,029)
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income .......................................................... (7,286,555) (17,637,502)
Net realized gain .............................................................. -- (140,077)
Return of capital .............................................................. (9,998,690) --
------------ ------------
Total distributions to shareholders ............................................ (17,285,245) (17,777,579)
------------ ------------
CAPITAL TRANSACTIONS:
Proceeds from Common Shares reinvested ......................................... 568,471 1,571,269
------------ ------------
Net increase (decrease) in net assets resulting from capital transactions ...... 568,471 1,571,269
------------ ------------
Total increase (decrease) in net assets ........................................ (76,763,807) (40,230,339)
NET ASSETS:
Beginning of period ............................................................ 136,144,981 176,375,320
------------ ------------
End of period .................................................................. $ 59,381,174 $136,144,981
============ ============
Accumulated net investment income (loss) at end of period ...................... $ 8,503,569 $ 6,297,397
============ ============
CAPITAL TRANSACTIONS WERE AS FOLLOWS:
Common Shares at beginning of period ........................................... 8,983,394 8,900,949
Common Shares issued as reinvestment under the Dividend Reinvestment Plan ...... 52,407 82,445
------------ ------------
Common Shares at end of period ................................................. 9,035,801 8,983,394
============ ============

See Notes to Financial Statements

Page 12

FIRST TRUST STRATEGIC HIGH INCOME FUND
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED OCTOBER 31, 2008

CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets resulting from operations ........................... $(60,047,033)
Adjustments to reconcile net increase (decrease) in net assets resulting
from operations to net cash provided by operating activities:
Purchases of investments ................................................. (5,660,841)
Sales and maturities of investments ...................................... 54,217,953
Net amortization/accretion of premiums/discount on investments ........... (2,726,205)
Net realized gain/loss on investments .................................... 54,237,722
Net change in unrealized appreciation/depreciation on investments ........ 24,267,712
CHANGES IN ASSETS AND LIABILITIES:
Decrease in dividends receivable ......................................... 46,568
Decrease in interest receivable .......................................... 1,261,363
Increase in receivable for investment securities sold .................... (5,622,548)
Decrease in prepaid expenses ............................................. 2,785
Decrease in interest and fees due on loan ................................ (263,246)
Decrease in investment advisory fees payable ............................. (84,356)
Increase in audit and tax fees payable ................................... 19,150
Decrease in legal fees payable ........................................... (22,889)
Decrease in printing fees payable ........................................ (6,484)
Increase in transfer agent fees payable .................................. 3,293
Decrease in administrative fees payable .................................. (8,547)
Decrease in custodian fees payable ....................................... (2,132)
Increase in Trustees' fees and expenses payable .......................... 89
Increase in accrued expenses and other liabilities ....................... 3,740
------------
CASH PROVIDED BY OPERATING ACTIVITIES .......................................... $ 59,616,094
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Common Shares reinvested ................................... 568,471
Distributions to Common Shareholders from net investment income .......... (7,286,555)
Return of capital distributions .......................................... (9,998,690)
Repayments of loan ....................................................... (46,200,000)
------------
CASH USED IN FINANCING ACTIVITIES .............................................. (62,916,774)
------------
Decrease in cash ............................................................... (3,300,680)
Cash at beginning of period .................................................... 13,387,091
------------
Cash at end of period .......................................................... $ 10,086,411
============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest and fees .............................. $ 2,287,899
============

See Notes to Financial Statements

Page 13

FIRST TRUST STRATEGIC HIGH INCOME FUND
FINANCIAL HIGHLIGHTS
FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD

YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED
10/31/2008 10/31/2007 10/31/2006 10/31/2005 (a)
---------- ---------- ---------- --------------

Net asset value, beginning of period .............................. $ 15.16 $ 19.82 $ 19.13 $ 19.10(b)
------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ...................................... 2.05 2.17 2.08 0.39
Net realized and unrealized gain (loss) ........................... (8.72) (4.84) 0.76 (0.17)
------- -------- -------- --------
Total from investment operations .................................. (6.67) (2.67) 2.84 0.22
------- -------- -------- --------
DISTRIBUTIONS PAID TO SHAREHOLDERS FROM:
Net investment income ............................................. (0.81) (1.97) (2.15) (0.15)
Net realized gain ................................................. -- (0.02) -- --
Return of capital ................................................. (1.11) -- -- --
------- -------- -------- --------
Total distributions ............................................... (1.92) (1.99) (2.15) (0.15)
------- -------- -------- --------
Common Shares offering costs charged to paid-in capital ........... -- -- -- (0.04)
------- -------- -------- --------
Net asset value, end of period .................................... $ 6.57 $ 15.16 $ 19.82 $ 19.13
======= ======== ======== ========
Market value, end of period ....................................... $ 6.34 $ 14.19 $ 21.19 $ 18.79
======= ======== ======== ========
TOTAL RETURN BASED ON NET ASSET VALUE (C) (D) ..................... (47.16)% (14.65)% 15.73% 1.03%
======= ======== ======== ========
TOTAL RETURN BASED ON MARKET VALUE (D) (E) ........................ (45.56)% (25.30)% 26.16% (5.28)%
======= ======== ======== ========
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) .............................. $59,381 $136,145 $176,375 $168,413
Ratio of total expenses to average net assets ..................... 4.32% 3.70% 1.20% 1.33%(f)
Ratio of total expenses to average net assets excluding interest
expense and fees .................................................. 2.21% 1.68% 1.20% 1.33%(f)
Ratio of net investment income to average net assets .............. 19.21% 11.78% 10.84% 7.82%(f)
Portfolio turnover rate ........................................... 4% 19% 78% 19%

INDEBTEDNESS:
Loan outstanding (in 000's) ....................................... $15,000 $ 61,200 N/A N/A
Asset coverage per $1,000 of indebtedness (g) ..................... $ 4,959 $ 3,225 N/A N/A

----------
(a) Initial seed date of July 19, 2005. The Fund commenced operations on July
26, 2005.

(b) Net of sales load of $0.90 per share on initial offering.

(c) Total return based on net asset value is the combination of reinvested
dividend distributions and reinvested capital gains distributions, if any,
at prices obtained by the Dividend Reinvestment Plan and changes in net
asset value per share and does not reflect sales load.

(d) Total return is not annualized for periods less than one year.

(e) Total return based on market value is the combination of reinvested
dividend distributions and reinvested capital gains distributions, if any,
at prices obtained by the Dividend Reinvestment Plan and changes in Common
Share price.

(f) Annualized.

(g) Calculated by subtracting the Fund's total liabilities (not including the
loan outstanding) from the Fund's total assets, and dividing by the
outstanding loan balance in 000's.

N/A Not Applicable.

See Notes to Financial Statements

Page 14

NOTES TO FINANCIAL STATEMENTS

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008

1. FUND DESCRIPTION

First Trust Strategic High Income Fund (the "Fund") is a diversified, closed-end
management investment company organized as a Massachusetts business trust on
April 15, 2005 and is registered with the Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940, as amended (the "1940 Act").
The Fund trades under the ticker symbol FHI on the New York Stock Exchange
("NYSE").

The Fund's primary investment objective is to seek a high level of current
income. The Fund seeks capital growth as a secondary objective. The Fund seeks
to achieve its investment objectives by investing at least 80% of its managed
assets in a diversified portfolio of high income producing securities that
Valhalla Capital Partners LLC ("Valhalla" or the "Sub-Advisor") believes offer
attractive yield and/or capital appreciation potential. There can be no
assurance that the Fund will achieve its investment objectives. The Fund may not
be appropriate for all investors.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.

A. PORTFOLIO VALUATION:

The net asset value ("NAV") of the Common Shares of the Fund is determined daily
as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time,
on each day the NYSE is open for trading. Domestic debt securities and foreign
securities are priced using data reflecting the earlier closing of the principal
markets for those securities. The NAV per Common Share is calculated by dividing
the value of all assets of the Fund (including accrued interest and dividends),
less all liabilities (including accrued expenses, dividends declared but unpaid
and any borrowings of the Fund) by the total number of Common Shares
outstanding.

The Fund's investments are valued daily at market value or, in the absence of
market value with respect to any portfolio securities, at fair value according
to procedures adopted by the Fund's Board of Trustees. Securities for which
market quotations are readily available are valued at market value, which is
currently determined using the last reported sale price on the business day as
of which such value is being determined or, if no sales are reported on such day
(as in the case of some securities traded over-the-counter), the last reported
bid price, except that certain U.S. government securities are valued at the mean
between the last reported bid and asked prices. The Fund values mortgage-backed
securities and other debt securities not traded in an organized market on the
basis of valuations provided by dealers who make markets in such securities or
by an independent pricing service approved by the Board of Trustees which uses
information with respect to transactions in such securities, quotations from
dealers, market transactions for comparable securities, various relationships
between securities and yield to maturity in determining value. In the Fund's
financial statements, the Statement of Assets and Liabilities includes
investments with a value of $23,044,686 (39.7% of total investments) as of
October 31, 2008, whose values have been determined based on prices supplied by
dealers and investments with a value of $35,048,932 (60.3% of total investments)
whose values have been determined based on prices supplied by independent
pricing services. These values may differ from the values that would have been
used had a ready market price for these investments existed, and the differences
could be material.

Debt securities having a remaining maturity of less than sixty days when
purchased are valued at cost adjusted for amortization of premiums and accretion
of discounts.

In the event that market quotations are not readily available, the pricing
service or dealer does not provide a valuation for a particular asset, or the
valuations are deemed unreliable, First Trust Advisors L.P. ("First Trust") may
use a fair value method to value the Fund's securities and investments.
Additionally, if events occur after the close of the principal markets for
particular securities (e.g., domestic debt and foreign securities), but before
the Fund values its assets, that could materially affect NAV, First Trust may
use a fair value method to value the Fund's securities and other investments. As
a general principle, the fair value of a security is the amount which the Fund
might reasonably expect to receive for the security upon its current sale. A
variety of factors may be considered in determining the fair value of such
securities including 1) the fundamental business data relating to the issuer; 2)
an evaluation of the forces which influence the market in which these securities
are purchased and sold; 3) type of holding; 4) financial statements of the
issuer; 5) cost at date of purchase; 6) credit quality and cash flow of the
issuer based on external analysis; 7) information as to any transactions in or
offers for the holding; 8) price and extent of public trading in similar
securities of the issuer/borrower, or comparable companies; and 9) other
relevant factors. The use of fair value pricing by the Fund is governed by
valuation procedures adopted by the Fund's Board of Trustees, and in accordance
with the provisions of the 1940 Act. When fair value pricing of securities is
employed, the prices of securities used by the Fund to calculate its NAV may
differ from market quotations or official closing prices. In light of the
judgment involved in fair valuations, there can be no assurance that a fair
value assigned to a particular security will be the amount which the Fund might
be able to receive upon its current sale.

Page 15

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008

The Fund invests a significant portion of its assets in below-investment grade
debt securities, including mortgage-backed securities, asset-backed securities,
corporate bonds and collateralized debt obligations. The value and related
income of these securities is sensitive to changes in economic conditions,
including delinquencies and/or defaults. Recent instability in the markets for
fixed income securities, particularly mortgage-backed and asset-backed
securities, has resulted in increased volatility of market prices and periods of
illiquidity that have adversely impacted the valuation of certain securities
held by the Fund.

B. SECURITIES TRANSACTIONS AND INVESTMENT INCOME:

Securities transactions are recorded as of the trade date. Realized gains and
losses from securities transactions are recorded on the identified cost basis.
Dividend income is recorded on the ex-dividend date. Interest income is recorded
on the accrual basis. Amortization of premiums and accretion of discounts are
recorded using the effective interest method.

The Fund follows the provisions of Emerging Issues Task Force No. 99-20 ("EITF
99-20"), "Recognition of Interest Income and Impairment on Purchased and
Retained Beneficial Interests in Securitized Financial Assets," for certain
lower credit quality securitized assets that have contractual cash flows (for
example, asset-backed securities, collateralized mortgage obligations and
commercial mortgage-backed securities). Under EITF 99-20, if there is a change
in the estimated cash flows for any of these securities, based on an evaluation
of current information, then the estimated yield is adjusted on a prospective
basis over the remaining life of the security. Investment income is recorded net
of foreign taxes withheld where recovery of such taxes is uncertain. Debt
obligations may be placed on non-accrual status and related interest income may
be reduced by ceasing current accruals and amortization/accretion and writing
off interest receivables when the collection of all or a portion of interest has
become doubtful based on consistently applied procedures. A debt obligation is
removed from non-accrual status when the issuer resumes interest payments or
when collectibility of interest is reasonably assured.

Securities purchased or sold on a when-issued or delayed-delivery basis may be
settled a month or more after the trade date; interest income on such securities
is not accrued until settlement date. The Fund maintains liquid assets with a
current value at least equal to the amount of its when-issued or
delayed-delivery purchase commitments. At October 31, 2008, the Fund had no
when-issued or delayed-delivery purchase commitments.

C. RESTRICTED SECURITIES:

The Fund invests in restricted securities, which are securities that may not be
offered for public sale without first being registered under the 1933 Act. Prior
to registration, restricted securities may only be resold in transactions exempt
from registration under Rule 144A under the 1933 Act, normally to qualified
institutional buyers. As of October 31, 2008, the Fund held restricted
securities as shown in the table below that the Sub-Advisor has deemed illiquid
pursuant to procedures adopted by the Fund's Board of Trustees. Although recent
instability in the markets has resulted in periods of increased overall market
illiquidity, liquidity for each security is determined based on security
specific factors. The Fund does not have the right to demand that such
securities be registered. These securities are valued according to the valuation
procedures as stated in the Portfolio Valuation footnote (Note 2A) and are not
expressed as a discount to the carrying value of a comparable unrestricted
security. There are no unrestricted securities with the same maturity dates and
yields for these issuers.

CARRYING % OF
ACQUISITION PRINCIPAL VALUE CARRYING NET
SECURITY DATE VALUE PER SHARE COST VALUE ASSETS
-------- ----------- ----------- --------- ---------- ---------- ------

Credit Suisse Mortgage Capital Certificates
Series 2006-1, Class DB5, 5.72%, 02/25/36 12/15/06 $ 2,404,767 $ 1.53 $ 814,111 $ 36,801 0.06%
Series 2006-2, Class DB5, 5.87%, 03/25/36 12/15/06 2,327,168 3.54 792,608 82,398 0.14
LB-UBS Commercial Mortgage Trust
Series 2001-C7, Class Q, 5.87%, 11/15/33 09/19/05 3,025,000 51.00 2,587,889 1,542,729 2.60
Merit Securities Corp.
Series 13, Class B1, 8.01%, 12/28/33 02/20/07 3,105,952 5.06 57,387 157,241 0.27
Morgan Stanley Capital I, Inc.
Series 2003-IQ5, Class O, 5.24%, 04/15/38 10/19/06 2,787,919 17.31 1,605,418 482,631 0.81
North Street Referenced Linked Notes
Series 2000-1A, Class C, 5.22%, 04/28/11 03/27/06 4,500,000 63.43 3,577,286 2,854,305 4.81
Preferred Term Securities XXV, Ltd. 03/22/07 3,750,000 30.00 3,717,483 1,125,000 1.89
----------- ----------- ---------- -----
$21,900,806 $13,152,182 $6,281,105 10.58%
=========== =========== ========== =====

Page 16

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008

D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

The Fund will distribute to holders of its Common Shares monthly dividends of
all or a portion of its net income after the payment of interest and dividends
in connection with leverage, if any. Distributions will automatically be
reinvested into additional Common Shares pursuant to the Fund's Dividend
Reinvestment Plan unless cash distributions are elected by the shareholder.

Distributions from income and capital gains are determined in accordance with
income tax regulations, which may differ from accounting principles generally
accepted in the United States of America. These differences are primarily due to
differing treatments of income and gains on various investment securities held
by the Fund, timing differences and differing characterization of distributions
made by the Fund. Permanent differences incurred during the fiscal year ended
October 31, 2008, resulting in book and tax accounting differences, have been
reclassified at year end to reflect a decrease in accumulated net investment
income (loss) by $8,965,674, an increase in accumulated net realized gain (loss)
on investments by $19,243,116 and a decrease to paid-in capital of $10,277,442.
Net assets were not affected by this reclassification.

The tax character of distributions paid during the fiscal years ended October
31, 2008 and October 31, 2007, was as follows:

Distributions paid from:

2008 2007
------------ -----------

Ordinary Income ............................. $ 7,286,555 $17,637,502
Long-Term Capital Gains ..................... -- 140,077
Return of Capital ........................... 9,998,690 --

As of October 31, 2008, the components of distributable earnings on a tax basis
were as follows:

Undistributed Ordinary Income ............... --
Net Unrealized Appreciation (Depreciation) .. $(77,786,232)

E. INCOME TAXES:

The Fund intends to continue to qualify as a regulated investment company by
complying with the requirements under Subchapter M of the Internal Revenue Code
of 1986, as amended, which includes distributing substantially all of its net
investment income and net realized gains to shareholders. Accordingly, no
provision has been made for federal or state income taxes.

The Fund intends to utilize provisions of the federal income tax laws, which
allows it to carry realized capital loss forward for eight years following the
year of the loss and offset such loss against any future realized capital gains.
At October 31, 2008, the Fund had available realized capital losses of
$2,534,309 and $11,689,165 to offset future net capital gains through the fiscal
years 2015 and 2016, respectively.

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes."
FIN 48 establishes the minimum threshold for recognizing, and a system for
measuring, the benefits of a tax position taken or expected to be taken in a tax
return, and is effective for the Fund's current fiscal year. As of October 31,
2008, management has evaluated the application of FIN 48 to the Fund, and has
determined that no provision for income tax is required in the Fund's financial
statements.

F. EXPENSES:

The Fund pays all expenses directly related to its operations.

G. ACCOUNTING PRONOUNCEMENTS:

In September 2006, FASB issued Statement of Financial Accounting Standards No.
157, Fair Value Measurements ("SFAS 157"), which is effective for fiscal years
beginning after November 15, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. At this time, management is evaluating the implications of SFAS
157 and its impact on the Fund's financial statements, if any, has not been
determined.

In March 2008, FASB released Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities" ("FAS
161"). FAS 161 requires qualitative disclosures about objectives and strategies
for using derivatives, quantitative disclosures about fair value amounts of and
gains and losses on derivative instruments, and disclosures about credit
risk-related contingent features in derivative agreements. The application of
FAS 161 is required for fiscal years beginning after November 15, 2008 and
interim periods within those fiscal years. Management is currently evaluating
the impact the adoption of FAS 161 will have on the Fund's financial statement
disclosures, if any.

Page 17

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008

3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

First Trust is a limited partnership with one limited partner, Grace Partners of
DuPage L.P., and one general partner, The Charger Corporation. First Trust
serves as investment advisor to the Fund pursuant to an Investment Management
Agreement. First Trust is responsible for the ongoing monitoring of the Fund's
investment portfolio, managing the Fund's business affairs and providing certain
administrative services necessary for the management of the Fund. For these
investment management services, First Trust is entitled to a monthly fee
calculated at an annual rate of 0.90% of the Fund's Managed Assets (the value of
the securities and other investments the Fund holds plus cash or other assets,
including interest accrued but not yet received minus accrued liabilities other
than the principal amount of any borrowings).

Valhalla, a boutique asset management firm focused on managing high-yield
portfolios with an emphasis on structured finance securities, serves as the
Fund's sub-advisor and manages the Fund's portfolio subject to First Trust's
supervision. The Sub-Advisor receives a monthly portfolio management fee
calculated at an annual rate of 0.40% of Managed Assets that is paid by First
Trust from its investment advisory fee. First Trust Portfolios L.P., an
affiliate of First Trust, owns a minority interest in Valhalla.

PNC Global Investment Servicing (U.S.) Inc., formerly known as PFPC Inc., an
indirect, majority-owned subsidiary of The PNC Financial Services Group, Inc.,
serves as the Fund's Administrator, Fund Accountant, Transfer Agent and Board
Administrator in accordance with certain fee arrangements. PFPC Trust Company,
also an indirect, majority-owned subsidiary of The PNC Financial Services Group,
Inc., serves as the Fund's Custodian in accordance with certain fee
arrangements.

Each Trustee who is not an officer or employee of First Trust, any sub-advisor
or any of their affiliates ("Independent Trustees") is paid an annual retainer
of $10,000 per trust for the first 14 trusts of the First Trust Fund Complex and
an annual retainer of $7,500 per trust for each subsequent trust in the First
Trust Fund Complex. The annual retainer is allocated equally among each of the
trusts. No additional meeting fees are paid in connection with board or
committee meetings.

Additionally, the Lead Independent Trustee is paid $10,000 annually and the
Chairman of the Audit Committee is paid $5,000 annually, with such compensation
paid by the trusts in the First Trust Fund Complex and divided among those
trusts. Trustees are also reimbursed by the trusts in the First Trust Fund
Complex for travel and out-of-pocket expenses in connection with all meetings.
Effective January 1, 2008, each of the chairmen of the Nominating and Governance
Committee and the Valuation Committee are paid $2,500 annually to serve in such
capacities, with such compensation paid by the trusts in the First Trust Fund
Complex and divided among those trusts. Also effective January 1, 2008, the Lead
Independent Trustee and each Committee chairman will serve two-year terms. The
officers and "Interested" Trustee received no compensation from the Fund for
serving in such capacities.

4. PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales of investment securities, excluding
U.S. government and short-term investments, for the year ended October 31, 2008,
were $5,660,841 and $54,217,953, respectively.

5. REVOLVING LOAN AGREEMENT

The Fund's Revolving Credit and Security Agreement with Liberty Street Funding
Corp., as conduit lender, and The Bank of Nova Scotia, as secondary lender,
expired on November 12, 2008. This facility provided a revolving credit facility
to be used as leverage for the Fund. The credit facility provided for a secured
line of credit for the Fund, where Fund assets were pledged against advances
made to the Fund. Under the requirements of the 1940 Act, the Fund, immediately
after any such borrowings, must have an "asset coverage" of at least 300%
(33-1/3% of the Fund's total assets after borrowings). In addition, the Fund
agreed to pay facility commitment fees on the unutilized line of credit, which
are included in "Interest and fees on outstanding loan" on the Statement of
Operations. The total commitment under the Revolving Credit and Security
Agreement was $87,000,000. For the year ended October 31, 2008, the average
amount outstanding was $43,210,929. The high and low annual interest rates
during the year ended October 31, 2008 were 5.66% and 2.75%, respectively, and
the weighted average interest rate was 3.92%. The interest rate at October 31,
2008 was 3.31%.

6. INDEMNIFICATION

The Fund has a variety of indemnification obligations under contracts with its
service providers. The Fund's maximum exposure under these arrangements is
unknown. However, the Fund has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.

7. RISK CONSIDERATIONS

Risks are inherent in all investing. The following summarizes some of the risks
that should be considered for the Fund. For additional information about the
risks associated with investing in the Fund, please see the Fund's prospectus
and statement of additional information, as well as other Fund regulatory
filings.

Page 18

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008

INVESTMENT AND MARKET RISK: An investment in the Fund's Common Shares is subject
to investment risk, including the possible loss of the entire principal
invested. An investment in Common Shares represents an indirect investment in
the securities owned by the Fund. The value of these securities, like other
market investments, may move up or down, sometimes rapidly and unpredictably.
Common Shares at any point in time may be worth less than the original
investment, even after taking into account the reinvestment of Fund dividends
and distributions. Security prices can fluctuate for several reasons including
the general condition of the securities markets, or when political or economic
events affecting the issuers occur. When the Advisor or Sub-Advisor determines
that it is temporarily unable to follow the Fund's investment strategy or that
it is impractical to do so (such as when a market disruption event has occurred
and trading in the securities is extremely limited or absent), the Fund may take
temporary defensive positions.

RESIDENTIAL MORTGAGE-BACKED SECURITIES CONCENTRATION RISK: The Fund will invest
at least 25% of its total Managed Assets in residential mortgage-backed
securities under normal market conditions. The Fund may deviate from its
investment strategies, including its concentration policy, when engaging in
temporary defensive positions. 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
the 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 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 Fund may also invest in
mortgage-backed securities which are interest-only ("IO") securities and
principal-only ("PO") securities. 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. In addition to the
foregoing, residential mortgage-backed securities are subject to additional
risks, including: (i) the United States residential mortgage market has recently
encountered various difficulties and changed economic conditions. In addition,
recently, residential property values in various states have declined or
remained stable, after extended periods of appreciation. A continued decline or
an extended flattening in those values may result in additional increases in
delinquencies and losses on residential mortgage loans generally; (ii) if a
residential mortgage obligation is secured by a junior lien it will be
subordinate to the rights of the mortgagees or beneficiaries under the related
senior mortgages or deeds of trust; and (iii) depending on the length of a
residential mortgage obligation underlying a residential mortgage-backed
security, unscheduled or early payments of principal and interest may shorten
the security's effective maturity and the prevailing interest rates may be
higher or lower than the current yield of the Fund's portfolio at the time the
Fund receives the payments for reinvestment.

VALUE INVESTING RISK: The Fund focuses its investments on securities that the
Sub-Advisor believes are undervalued or inexpensive relative to other
investments. Such securities are subject to the risk of misestimating certain
fundamental factors. Disciplined adherence to a "value" investment mandate
during periods in which that style is "out of favor" can result in significant
underperformance relative to overall market indices and other managed investment
vehicles that pursue growth style investments and/or flexible style mandates.

BELOW-INVESTMENT GRADE SECURITIES RISK: The Fund invests in below-investment
grade securities. The market values for high-yield securities tend to be very
volatile, and these securities are less liquid than investment grade debt
securities. For these reasons, your investment in the Fund is subject to the
following specific risks: (a) increased price sensitivity to changing interest
rates and to a deteriorating economic environment; (b) greater risk of loss due
to default or declining credit quality; (c) adverse issuer specific events are
more likely to render the issuer unable to make interest and/or principal
payments; and (d) a negative perception of the high-yield market may depress the
price and liquidity of high-yield securities.

DISTRESSED SECURITIES RISK: The Fund may invest in securities issued by
companies in a bankruptcy reorganization proceeding, subject to some other form
of a public or private debt restructuring or otherwise in default or in
significant risk of default in the payment of interest or repayment of principal
or trading at prices substantially below other below-investment grade debt
securities of companies in similar industries. Distressed securities frequently
do not produce income while they are outstanding. The Fund may be required to
incur certain extraordinary expenses in order to protect and recover its
investment. Therefore, to the extent the Fund seeks capital appreciation through
investment in distressed securities, its ability to achieve current income may
be diminished.

ECONOMIC CONDITIONS RISK: Adverse changes in economic conditions are more likely
to lead to a weakened capacity of a high-yield issuer to make principal payments
and interest payments than an investment grade issuer. An economic downturn
could severely affect the ability of highly leveraged issuers to service their
debt obligations or to repay their obligations upon maturity. Under adverse
market or

Page 19

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008

economic conditions, the secondary market for high-yield securities could
contract further, independent of any specific adverse changes in the condition
of a particular issuer and these securities may become illiquid. As a result,
the Fund could find it more difficult to sell these securities or may be able to
sell the securities only at prices lower than if such securities were widely
traded.

FIXED-INCOME SECURITIES RISK: Debt securities, including high yield securities,
are subject to certain risks, including: (i) issuer risk, which is the risk that
the value of fixed-income securities may decline for a number of reasons which
directly relate to the issuer, such as management performance, financial
leverage and reduced demand for the issuer's goods and services or, in the case
of asset-backed issuers, a decline in the value and/or cash flows of the
underlying assets; (ii) reinvestment risk, which is the risk that income from
the Fund's portfolio will decline if the Fund invests the proceeds from matured,
traded or called bonds at market interest rates that are below the Fund
portfolio's current earnings rate; (iii) prepayment risk, which is the risk that
during periods of declining interest rates, the issuer of a security may
exercise its option to prepay principal earlier than scheduled, forcing the Fund
to reinvest in lower yielding securities; and (iv) credit risk, which is the
risk that a security in the Fund's portfolio will decline in price or the issuer
fails to make interest payments when due because the issuer of the security
experiences a decline in its financial status.

INTEREST RATE RISK: The Fund is also subject to interest rate risk. Interest
rate risk is the risk that fixed-income securities will decline in value because
of changes in market interest rates. Investments in debt securities with
long-term maturities may experience significant price declines if long-term
interest rates increase.

LEVERAGE RISK: The use of leverage results in additional risks and can magnify
the effect of any losses. The funds borrowed pursuant to a leverage borrowing
program constitute a substantial lien and burden by reason of their prior claim
against the income of the Fund and against the net assets of the Fund in
liquidation. The rights of lenders to receive payments of interest on and
repayments of principal on any borrowings made by the Fund under a leverage
borrowing program are senior to the rights of holders of Common Shares with
respect to the payment of dividends or upon liquidation. If the Fund is not in
compliance with certain credit facility provisions, the Fund may not be
permitted to declare dividends or other distributions or purchase Common Shares.

8. SUBSEQUENT EVENTS

On October 20, 2008, the Fund declared a dividend of $0.1600 per share to Common
Shareholders of record November 5, 2008, payable November 17, 2008.

On November 20, 2008, the Fund declared a dividend of $0.1600 per share to
Common Shareholders of record December 3, 2008, payable December 12, 2008.

On December 22, 2008, the Fund declared a dividend of $0.1200 per share to
Common Shareholders of record January 6, 2009, payable January 15, 2009.

Page 20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FIRST TRUST STRATEGIC HIGH INCOME
FUND:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of First Trust Strategic High Income Fund (the
"Fund") as of October 31, 2008, and the related statements of operations and
cash flows for the year then ended, the statements of changes in net assets for
the two years then ended, and the financial highlights for the periods
presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of October 31, 2008, by correspondence with the custodian
and brokers; where replies were not received from brokers, we performed other
auditing procedures. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of First
Trust Strategic High Income Fund as of October 31, 2008 and the related
statements of operations and cash flows for the year then ended, the statements
of changes in net assets for each of the two years then ended, and the financial
highlights for the periods presented, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 2A to the Fund's financial statements, the statement of
assets and liabilities includes investments with a value $23,044,686 (39.7% of
total investments) as of October 31, 2008, whose values have been determined
based on prices supplied by dealers and investments with a value of $35,048,932
(60.3% of total investments) whose values have been determined based on prices
supplied by independent pricing services. These values may differ from the
values that would have been used had a ready market for these investments
existed, and the differences could be material.

(DELOITTE & TOUCHE LLP)

Chicago, Illinois
December 23, 2008

Page 21

ADDITIONAL INFORMATION

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

DIVIDEND REINVESTMENT PLAN

If your Common Shares are registered directly with the Fund or if you hold your
Common Shares with a brokerage firm that participates in the Fund's Dividend
Reinvestment Plan (the "Plan"), unless you elect, by written notice to the Fund,
to receive cash distributions, all dividends, including any capital gain
distributions, on your Common Shares will be automatically reinvested by PNC
Global Investment Servicing (U.S.) Inc. (the "Plan Agent"), in additional Common
Shares under the Plan. If you elect to receive cash distributions, you will
receive all distributions in cash paid by check mailed directly to you by the
Plan Agent, as dividend paying agent.

If you decide to participate in the Plan, the number of Common Shares you will
receive will be determined as follows:

1) If Common Shares are trading at or above NAV at the time of valuation, the
Fund will issue new shares at a price equal to the greater of (i) NAV per
Common Share on that date or (ii) 95% of the market price on that date.

2) If Common Shares are trading below NAV at the time of valuation, the Plan
Agent will receive the dividend or distribution in cash and will purchase
Common Shares in the open market, on the NYSE or elsewhere, for the
participants' accounts. It is possible that the market price for the Common
Shares may increase before the Plan Agent has completed its purchases.
Therefore, the average purchase price per share paid by the Plan Agent may
exceed the market price at the time of valuation, resulting in the purchase
of fewer shares than if the dividend or distribution had been paid in
Common Shares issued by the Fund. The Plan Agent will use all dividends and
distributions received in cash to purchase Common Shares in the open market
within 30 days of the valuation date except where temporary curtailment or
suspension of purchases is necessary to comply with federal securities
laws. Interest will not be paid on any uninvested cash payments.

You may elect to opt-out of or withdraw from the Plan at any time by giving
written notice to the Plan Agent, or by telephone at (800) 334-1710, in
accordance with such reasonable requirements as the Plan Agent and the Fund may
agree upon. If you withdraw or the Plan is terminated, you will receive a
certificate for each whole share in your account under the Plan and you will
receive a cash payment for any fraction of a share in your account. If you wish,
the Plan Agent will sell your shares and send you the proceeds, minus brokerage
commissions.

The Plan Agent maintains all Common Shareholders' accounts in the Plan and gives
written confirmation of all transactions in the accounts, including information
you may need for tax records. Common Shares in your account will be held by the
Plan Agent in non-certificated form. The Plan Agent will forward to each
participant any proxy solicitation material and will vote any shares so held
only in accordance with proxies returned to the Fund. Any proxy you receive will
include all Common Shares you have received under the Plan.

There is no brokerage charge for reinvestment of your dividends or distributions
in Common Shares. However, all participants will pay a pro rata share of
brokerage commissions incurred by the Plan Agent when it makes open market
purchases.

Automatically reinvesting dividends and distributions does not mean that you do
not have to pay income taxes due upon receiving dividends and distributions.
Capital gains and income are realized, although cash is not received by you.
Consult your financial advisor for more information.

If you hold your Common Shares with a brokerage firm that does not participate
in the Plan, you will not be able to participate in the Plan and any dividend
reinvestment may be effected on different terms than those described above.

The Fund reserves the right to amend or terminate the Plan if in the judgment of
the Board of Trustees the change is warranted. There is no direct service charge
to participants in the Plan; however, the Fund reserves the right to amend the
Plan to include a service charge payable by the participants. Additional
information about the Plan may be obtained by writing PNC Global Investment
Servicing (U.S.) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809.

PROXY VOTING POLICIES AND PROCEDURES

A description of the policies and procedures that the Fund uses to determine how
to vote proxies and information on how the Fund voted proxies relating to
portfolio securities during the most recent 12 month period ended June 30 is
available (1) without charge, upon request, by calling (800) 988-5891; (2) on
the Fund's website located at http://www.ftportfolios.com; and (3) on the
Securities and Exchange Commission's website at http://www.sec.gov.

Page 22

ADDITIONAL INFORMATION - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

PORTFOLIO HOLDINGS

The Fund files its complete schedule of portfolio holdings with the Securities
and Exchange Commission ("SEC") for the first and third quarters of each fiscal
year on Form N-Q. The Fund's Forms N-Q are available (1) by calling (800)
988-5891; (2) on the Fund's website located at http://www.ftportfolios.com; (3)
on the SEC's website at http://www.sec.gov; and (4) for review and copying at
the SEC's Public Reference Room ("PRR") in Washington, DC. Information regarding
the operation of the PRR may be obtained by calling (800) SEC-0330.

NYSE CERTIFICATION INFORMATION

In accordance with Section 303A-12 of the New York Stock Exchange ("NYSE")
Listed Company Manual, the Fund's President has certified to the NYSE that, as
of May 14, 2008, he was not aware of any violation by the Fund of NYSE corporate
governance listing standards. In addition, the Fund's reports to the SEC on
Forms N-CSR, N-CSRS and N-Q contain certifications by the Fund's principal
executive officer and principal financial officer that relate to the Fund's
public disclosure in such reports and are required by Rule 30a-2 under the 1940
Act.

SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

The Joint Annual Meeting of Shareholders of the Common Shares of Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund, Energy Income and
Growth Fund, First Trust Enhanced Equity Income 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/Aberdeen Emerging Opportunity Fund, First Trust Specialty and
Financial Opportunities Fund (formerly known as First Trust/Gallatin Specialty
Finance and Financial Opportunities Fund) and First Trust Active Dividend Income
Fund and Shareholders of the Preferred Shares of First Trust Tax-Advantaged
Preferred Income Fund, was held on April 14, 2008. At the Annual Meeting,
Trustee Robert F. Keith was elected for a three-year term. The number of votes
cast in favor of Mr. Keith was 8,063,129, the number of votes against was
184,881 and the number of abstentions was 735,384. James A. Bowen, Richard E.
Erickson, Thomas R. Kadlec and Niel B. Nielson are the current and continuing
Trustees.

TAX INFORMATION

Of the ordinary income (including short-term capital gain) distributions made by
the Fund during the year ended October 31, 2008, none qualify for the corporate
dividends received deduction available to corporate shareholders or as qualified
dividend income.

CHANGE IN TEMPORARY DEFENSIVE POLICY

On September 15, 2008, the Fund's Board of Trustees approved a change in the
Fund's temporary defensive policy. Previously, the temporary defensive policy of
the Fund permitted it to deviate from its investment strategy and invest all or
any portion of its Managed Assets in cash or cash equivalents. Cash equivalents,
in general terms, include: U.S. government securities, certificates of deposit,
repurchase agreements, commercial paper, bankers' acceptances, bank time
deposits and money market funds. Under the revised temporary defensive policy,
the Fund may deviate from its investment strategy and invest all or any portion
of its total assets in cash, cash equivalents and certain other defensive
instruments, including manufactured home loan-backed securities; certain
securities guaranteed by the U.S. Government or its agencies or
instrumentalities; asset-backed securities representing direct or indirect
participations in, or secured by and payable from, pools of leases of aircrafts
and/or loans to purchase aircrafts; asset-backed securities representing direct
or indirect participations in, or secured by and payable from, loans or other
obligations of franchises; corporate bonds; and any other securities rated in
the AA category or better by at least one nationally recognized statistical
rating organization (collectively, the "Defensive Instruments"). The revised
temporary defensive policy is set forth below. When the Fund is assuming a
temporary defensive position, it may not pursue or achieve its investment
objectives during such times and may deviate from its investment strategies,
including its concentration policy. Investments in the Fund assuming temporary
defensive positions in reliance on its temporary defensive policy remain subject
to risks, including investment risk and the possible loss of the money invested
in the Fund. Some of the risks related to the Fund have been set forth in Note 7
- Risk Considerations in the Notes to Financial Statements.

TEMPORARY DEFENSIVE POLICY OF THE FUND

During the period in which the net proceeds of any offering of Common Shares,
Preferred Shares, commercial paper or notes and/or borrowings, if any, are being
invested, or during periods in which First Trust Advisors L.P. (the "Advisor")
or Valhalla Capital Partners, LLC (the "Sub-Advisor") determines that it is
temporarily unable to follow the Fund's investment strategy or that it is
impractical to do so, the Fund may deviate from its investment strategy and
invest all or any portion of its Managed Assets in cash and Defensive
Instruments (as such term is defined below) and/or may use such cash and
proceeds from the sale of Defensive Instruments or other assets to pay down any
leverage of the Fund. The Advisor's or the Sub-Advisor's determination that it
is temporarily unable to follow the

Page 23

ADDITIONAL INFORMATION - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

Fund's investment strategy or that it is impractical to do so will generally
occur only in situations in which a market disruption event has occurred and
where trading in the securities selected through application of the Fund's
investment strategy is extremely limited or absent. In such a case, the Fund may
not pursue or achieve its investment objectives.

Defensive Instruments are defined to include:

A. Cash Equivalents

1) U.S. Government securities, including bills, notes and bonds differing
as to maturity and rates of interest that are either issued or
guaranteed by the U.S. Treasury or by U.S. Government agencies or
instrumentalities. U.S. Government agency securities include
securities issued by: (a) the Federal Housing Administration, Farmers
Home Administration, Export Import Bank of the United States, Small
Business Administration, and the Government National Mortgage
Association, whose securities are supported by the full faith and
credit of the United States; (b) the Federal Home Loan Banks, Federal
Intermediate Credit Banks, and the Tennessee Valley Authority, whose
securities are supported by the right of the agency to borrow from the
U.S. Treasury; (c) the Federal National Mortgage Association, whose
securities are supported by the discretionary authority of the U.S.
Government to purchase certain obligations of the agency or
instrumentality; and (d) the Student Loan Marketing Association, whose
securities are supported only by its credit. While the U.S. Government
provides financial support to such U.S. Government sponsored agencies
or instrumentalities, no assurance can be given that it always will do
so since it is not so obligated by law. The U.S. government, its
agencies and instrumentalities do not guarantee the market value of
their securities. Consequently, the value of such securities may
fluctuate.

2) Certificates of deposit issued against funds deposited in a bank or a
savings and loan association. Such certificates are for a definite
period of time, earn a specified rate of return, and are normally
negotiable. The issuer of a certificate of deposit agrees to pay the
amount deposited plus interest to the bearer of the certificate on the
date specified thereon. Under current FDIC regulations, the maximum
insurance payable as to any one certificate of deposit is $250,000;
therefore, certificates of deposit purchased by the Fund may not be
fully insured.

3) Repurchase agreements, which involve purchases of debt securities. At
the time the Fund purchases securities pursuant to a repurchase
agreement, it simultaneously agrees to resell and redeliver such
securities to the seller, who also simultaneously agrees to buy back
the securities at a fixed price and time. This assures a predetermined
yield for the Fund during its holding period, since the resale price
is always greater than the purchase price and reflects an agreed upon
market rate. Purchasing securities pursuant to a repurchase agreement
affords an opportunity for the Fund to invest temporarily available
cash. Pursuant to the Fund's policies and procedures, the Fund may
enter into repurchase agreements only with respect to obligations of
the U.S. Government, its agencies or instrumentalities; certificates
of deposit; or bankers' acceptances in which the Fund may invest.
Repurchase agreements may be considered loans to the seller,
collateralized by the underlying securities. The risk to the Fund is
limited to the ability of the seller to pay the agreed upon sum on the
repurchase date; in the event of default, the repurchase agreement
provides that the Fund is entitled to sell the underlying collateral.
If the seller defaults under a repurchase agreement when the value of
the underlying collateral is less than the repurchase price, the Fund
could incur a loss of both principal and interest. The Sub-Advisor
monitors the value of the collateral at the time the action is entered
into and at all times during the term of the repurchase agreement. The
Sub-Advisor does so in an effort to determine that the value of the
collateral always equals or exceeds the agreed upon repurchase price
to be paid to the Fund. If the seller were to be subject to a federal
bankruptcy proceeding, the ability of the Fund to liquidate the
collateral could be delayed or impaired because of certain provisions
of the bankruptcy laws.

4) Commercial paper, which consists of short-term unsecured promissory
notes, including variable rate master demand notes issued by
corporations to finance their current operations. Master demand notes
are direct lending arrangements between the Fund and a corporation.
There is no secondary market for such notes. However, they are
redeemable by the Fund at any time. The Sub-Advisor will consider the
financial condition of the corporation (e.g., earning power, cash
flow, and other liquidity measures) and will continuously monitor the
corporation's ability to meet all its financial obligations, because
the Fund's liquidity might be impaired if the corporation were unable
to pay principal and interest on demand. Investments in commercial
paper will be limited to commercial paper rated in the highest
categories by a nationally recognized statistical rating organization
("NRSRO") and which mature within one year of the date of purchase or
carry a variable or floating rate of interest.

5) Bankers' acceptances, which are short-term credit instruments used to
finance commercial transactions. Generally, an acceptance is a time
draft drawn on a bank by an exporter or an importer to obtain a stated
amount of funds to pay for specific merchandise. The draft is then
"accepted" by a bank that, in effect, unconditionally guarantees to
pay the face value of the instrument on its maturity date. The
acceptance may then be held by the accepting bank as an asset or it
may be sold in the secondary market at the going rate of interest for
a specific maturity.

Page 24

ADDITIONAL INFORMATION - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

6) Bank time deposits, which are monies kept on deposit with banks or
savings and loan associations for a stated period of time at a fixed
rate of interest. There may be penalties for the early withdrawal of
such time deposits, in which case the yields of these investments will
be reduced.

(7) Shares of money market funds purchased in accordance with the
provisions of the 1940 Act.

B. Manufactured Home Loan-Backed Securities - securities representing a direct
or indirect participation in, or secured by and payable from, pools of
loans used to purchase manufactured housing and the security interest
therein.*

C. Securities guaranteed by the U.S. Government or its agencies or
instrumentalities that are not included as cash equivalents above or as
residential mortgage-backed securities ("RMBS").*

D. Asset-backed securities representing direct or indirect participations in,
or secured by and payable from, pools of leases of aircrafts and/or loans
to purchase aircrafts.*

E. Asset-backed securities representing direct or indirect participations in,
or secured by and payable from, loans or other obligations of franchises.*

F Corporate bonds - debt obligations issued by corporations.*

G. Any other securities rated in the AA category or better by at least one
NRSRO.* If the rating on a security is subsequently downgraded, the Advisor
and/or Sub-Advisor will determine whether to retain the security as a
Defensive Instrument, retain the security but not as a Defensive Instrument
or dispose of the security.

* To be eligible as a Defensive Instrument, the Sub-Advisor must determine in
each case at the time of purchase that the security to be purchased is less
risky than RMBS currently available in the marketplace that would be
consistent with the Fund's investment strategy.

LITIGATION

Two class action lawsuits were filed in the United States District Court for the
Northern District of Illinois on behalf of purchasers of shares of First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II and First
Trust Strategic High Income Fund III. The complaints in these lawsuits, Gosselin
v. First Trust Advisors L.P., et. al. (filed September 12, 2008) and Evans vs.
First Trust Advisors L.P. et. al. (filed September 19, 2008) each name the
following entities as defendants: First Trust Advisors L.P. , Hilliard Lyons
Asset Management, Valhalla Capital Partners LLC, First Trust Portfolios, L.P.,
and the three closed-end funds (the "Funds") named above. The complaints also
name the Trustees and certain officers of the Funds as defendants. The
plaintiffs in both lawsuits purport to bring the actions on behalf of a putative
class consisting of all persons or entities who acquired shares of the Funds
between July 26, 2005 and July 7, 2008 inclusive.

The plaintiffs in each action assert, among other things, that the registration
statements and prospectuses for the Funds failed to disclose that (a) the Funds
lacked effective controls and hedges to minimize the risk of loss from mortgage
delinquencies, (b) the Funds lacked effective internal controls, (c) the extent
of the Funds liquidity risk was omitted, (d) the extent of the Funds' risk
exposure to mortgage-backed assets was misstated. The defendants believe the
lawsuits are without merit and intend to contest them vigorously.

Page 25

BOARD OF TRUSTEES AND OFFICERS

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

Information pertaining to the Trustees and Officers of the Fund is set forth
below.

NUMBER OF
PORTFOLIOS IN
THE FIRST TRUST OTHER
NAME, ADDRESS, FUND COMPLEX TRUSTEESHIPS OR
DATE OF BIRTH AND TERM OF OFFICE AND PRINCIPAL OCCUPATIONS OVERSEEN BY DIRECTORSHIPS
POSITION WITH THE FUND LENGTH OF SERVICE(1) DURING PAST 5 YEARS TRUSTEE HELD BY TRUSTEE
----------------------------- -------------------- -------------------------- --------------- ------------------------

INDEPENDENT TRUSTEES

Richard E. Erickson, Trustee - Two Year Term Physician; President, 60 None
c/o First Trust Advisors L.P. - Since Fund Wheaton Orthopedics;
120 E. Liberty Drive, Inception Co-owner and Co-Director
Suite 400 (January 1996 to May
Wheaton, IL 60187 2007), Sports Med Center
D.OB.: 04/51 for Fitness; Limited
Partner, Gundersen Real
Estate Partnership;
Limited Partner,
Sportsmed LLC

Thomas R. Kadlec, Trustee - Two Year Term Senior Vice President and 60 Director of ADM Investor
c/o First Trust Advisors L.P. - Since Fund Chief Financial Officer Service, Inc. and
120 E. Liberty Drive, Inception (May 2007 to Present), Director of Archer
Suite 400 Vice President and Chief Financial Services, Inc.
Wheaton, IL 60187 Financial Officer (1990 to
D.O.B.: 11/57 May 2007), ADM Investor
Services, Inc. (Futures
Commission Merchant);
President (May 2005 to
Present), ADM Derivatives,
Inc.; Registered
Representative (2000 to
Present), Segerdahl &
Company, Inc., a FINRA
member (Broker-Dealer)

Robert F. Keith, Trustee - Three Year Term President (2003 to 60 None
c/o First Trust Advisors L.P. - Since June 2006 Present), Hibs Enterprises
120 E. Liberty Drive, (Financial and Management
Suite 400 Consulting); President
Wheaton, IL 60187 (2001 to 2003), Aramark
D.O.B.: 11/56 Service Master Management;
President and Chief
Operating Officer (1998 to
2003), Service Master
Management Services

----------
(1) Currently, Robert F. Keith, as a Class I Trustee, is serving as a trustee
until the Fund's 2011 annual meeting of shareholders. Richard E. Erickson
and Thomas R. Kadlec, as Class II Trustees, are each serving as trustees
until the Fund's 2009 annual meeting of shareholders. James A. Bowen and
Niel B. Nielson, as Class III Trustees, are each serving as trustees until
the Fund's 2010 annual meeting. Officers of the Fund have an indefinite
term.

Page 26

BOARD OF TRUSTEES AND OFFICERS - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

INDEPENDENT TRUSTEES (CONTINUED)

Niel B. Nielson, Trustee - Three Year Term President (June 2002 to 60 Director of Covenant
c/o First Trust Advisors L.P. - Since Fund Present), Covenant Transport Inc.
120 E. Liberty Drive, Inception College
Suite 400
Wheaton, IL 60187
D.O.B.: 03/54

INTERESTED TRUSTEE

James A. Bowen(2), Trustee, - Three Year President, First Trust 60 Trustee of Wheaton
President, Chairman of the Trustee Term and Advisors L.P. and First College
Board and CEO Indefinite Trust Portfolios L.P.;
120 E. Liberty Drive, Officer Term Chairman of the Board of
Suite 400 - Since Fund Directors, BondWave LLC
Wheaton, IL 60187 Inception (Software Development
D.O.B.: 09/55 Company/Broker-
Dealer/Investment
Advisor) and Stonebridge
Advisors LLC (Investment
Advisor)

NAME, ADDRESS, POSITION AND OFFICES TERM OF OFFICE AND PRINCIPAL OCCUPATIONS
AND DATE OF BIRTH WITH FUND LENGTH OF SERVICE DURING PAST 5 YEARS
--------------------- ------------------------ ------------------ ---------------------------------------

OFFICERS WHO ARE NOT TRUSTEES(3)

Mark R. Bradley Treasurer, Controller, - Indefinite Term Chief Financial Officer, First Trust
120 E. Liberty Drive, Chief Financial Officer - Since Fund Advisors L.P. and First Trust
Suite 400 and Chief Accounting Inception Portfolios L.P.; Chief Financial
Wheaton, IL 60187 Officer Officer, BondWave LLC (Software
D.O.B.: 11/57 Development
Company/Broker-Dealer/Investment
Advisor) and Stonebridge Advisors LLC
(Investment Advisor)

(2) Mr. Bowen is deemed an "interested person" of the Fund due to his position
as President of First Trust Advisors L.P., investment advisor of the Fund.

(3) The term "officer" means the president, vice president, secretary,
treasurer, controller or any other officer who performs a policy making
function.

Page 27

BOARD OF TRUSTEES AND OFFICERS - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

OFFICERS WHO ARE NOT TRUSTEES(3) (CONTINUED)

James M. Dykas Assistant Treasurer - Indefinite Term Senior Vice President (April 2007 to
120 E. Liberty Drive, - Since Fund Present), Vice President (January 2005
Suite 400 Inception to April 2007), First Trust Advisors
Wheaton, IL 60187 L.P. and First Trust Portfolios L.P.;
D.O.B.: 01/66 Executive Director (December 2002 to
January 2005), Vice President
(December 2000 to December 2002),
Van Kampen Asset Management and Morgan
Stanley Investment Management

Christopher Fallow Assistant Vice President - Indefinite Term Assistant Vice President (August 2006
120 E. Liberty Drive, - Since Fund to Present), Associate (January 2005
Suite 400 Inception to August 2006), First Trust Advisors
Wheaton, IL 60187 L.P. and First Trust Portfolios L.P.;
D.O.B.: 04/79 Municipal Bond Trader (July 2001 to
January 2005), BondWave LLC
(Software Development
Company/Broker-Dealer/Investment
Advisor)

W. Scott Jardine Secretary and Chief - Indefinite Term General Counsel, First Trust Advisors
120 E. Liberty Drive, Compliance Officer - Since Fund L.P. and First Trust Portfolios L.P.;
Suite 400 Inception Secretary, BondWave LLC (Software
Wheaton, IL 60187 Development Company/Broker-
D.O.B.: 05/60 Dealer/Investment Advisor) and
Stonebridge Advisors LLC
(Investment Advisor)

Daniel J. Lindquist Vice President - Indefinite Term Senior Vice President (September 2005
120 E. Liberty Drive, - Since Fund to Present), Vice President (April 2004
Suite 400 Inception to September 2005), First Trust
Wheaton, IL 60187 Advisors L.P. and First Trust
D.O.B.: 02/70 Portfolios L.P.; Chief Operating
Officer (January 2004 to April 2004),
Mina Capital Management, LLC; Chief
Operating Officer (April 2000 to
January 2004), Samaritan Asset
Management Services, Inc.

----------
(3) The term "officer" means the president, vice president, secretary,
treasurer, controller or any other officer who performs a policy making
function.

Page 28

BOARD OF TRUSTEES AND OFFICERS - (CONTINUED)

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

OFFICERS WHO ARE NOT TRUSTEES(3)

Coleen D. Lynch Assistant Vice President - Indefinite Term Assistant Vice President (January
120 E. Liberty Drive, - Since July 2008 2008 to Present), First Trust Advisors
Suite 400 L.P. and First Trust Portfolios L.P.;
Wheaton, IL 60187 Vice President (May 1998 to January
D.O.B.: 07/58 2008), Van Kampen Asset Management and
Morgan Stanley Investment Management

Kristi A. Maher Assistant Secretary - Indefinite Term Deputy General Counsel (May 2007 to
120 E. Liberty Drive, - Since Fund Present), Assistant General Counsel
Suite 400 Inception (March 2004 to May 2007), First Trust
Wheaton, IL 60187 Advisors L.P. and First Trust
D.O.B.: 12/66 Portfolios L.P.; Associate (December
1995 to March 2004), Chapman and
Cutler LLP

----------
(3) The term "officer" means the president, vice president, secretary,
treasurer, controller or any other officer who performs a policy making
function.

Page 29

FIRST TRUST STRATEGIC HIGH INCOME FUND
OCTOBER 31, 2008 (UNAUDITED)

The open-end and closed-end funds advised by First Trust Advisors L.P. (each a
"Fund") consider your privacy an important priority in maintaining our
relationship. We are committed to protecting the security and confidentiality of
your personal information.

SOURCES OF INFORMATION

We may collect nonpublic personal information about you from the following
sources:

- Information we receive from you or your broker-dealer, investment
adviser or financial representative through interviews, applications,
agreements or other forms;

- Information about your transactions with us, our affiliates or others;

- Information we receive from your inquiries by mail, e-mail or
telephone; and

- Information we collect on our website through the use of "cookies."
For example, we may identify the pages on our website that your
browser requests or visits.

INFORMATION COLLECTED

The type of data we collect may include your name, address, social security
number, age, financial status, assets, income, tax information, retirement and
estate plan information, transaction history, account balance, payment history,
investment objectives, marital status, family relationships and other personal
information.

DISCLOSURE OF INFORMATION

We do not disclose any nonpublic personal information about our customers or
former customers to anyone, except as permitted by law. The permitted uses
include the disclosure of such information to unaffiliated companies for the
following reasons:

- In order to provide you with products and services and to effect
transactions that you request or authorize, we may disclose your
personal information as described above to unaffiliated financial
service providers and other companies that perform administrative or
other services on our behalf, such as transfer agents, custodians and
trustees, or that assist us in the distribution of investor materials
such as trustees, banks, financial representatives and printers.

- We may release information we have about you if you direct us to do
so, if we are compelled by law to do so, or in other legally limited
circumstances (for example to protect your account from fraud).

In addition, in order to alert you to our other financial products and services,
we may share your personal information with affiliates of the Fund. Please note,
however, that the California Financial Information Privacy Act contains an "opt
out" mechanism that California consumers may use to prevent us from sharing
nonpublic personal information with affiliates.

CONFIDENTIALITY AND SECURITY

With regard to our internal security procedures, the Fund restricts access to
your nonpublic personal information to those individuals who need to know that
information to provide products or services to you. We maintain physical,
electronic and procedural safeguards to protect your nonpublic personal
information.

POLICY UPDATES AND INQUIRIES

As required by federal law, we will notify you of our privacy policy annually.
We reserve the right to modify this policy at any time; however, if we do change
it, we will tell you promptly.

For questions about our policy, or for additional copies of this notice, please
contact us at (800) 621-1675.

Page 30

This Page Left Blank Intentionally.

(First Trust LOGO)

INVESTMENT ADVISOR
First Trust Advisors L.P.
120 E. Liberty Drive, Suite 400
Wheaton, IL 60187

INVESTMENT SUB-ADVISOR
Valhalla Capital Partners LLC
13011 W. Hwy 42, Suite 201
Prospect, KY 40059

ADMINISTRATOR, FUND ACCOUNTANT, TRANSFER AGENT & BOARD ADMINISTRATOR
PNC Global Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, DE 19809

CUSTODIAN
PFPC Trust Company
8800 Tinicum Boulevard
Philadelphia, PA 19153

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
111 S. Wacker Drive
Chicago, IL 60606

LEGAL COUNSEL
Chapman and Cutler LLP
111 W. Monroe Street
Chicago, IL 60603

ITEM 2. CODE OF ETHICS.

(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant
or a third party.

(c) There have been no amendments, during the period covered by this report,
to a provision of the code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code
of ethics description.

(d) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the
items set forth in paragraph (b) of this item's instructions.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the Registrant's board of
trustees has determined that Thomas R. Kadlec and Robert F. Keith are qualified
to serve as audit committee financial experts serving on its audit committee and
that each of them is "independent," as defined by Item 3 of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(A) AUDIT FEES (REGISTRANT) -- The aggregate fees billed for each of the
last two fiscal years for professional services rendered by the
principal accountant for the audit of the registrant's annual financial
statements or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for
those fiscal years were $25,000 for the fiscal year ended October 31,
2007 and $53,500 for the fiscal year ended October 31, 2008.

(B) AUDIT-RELATED FEES (REGISTRANT) -- The aggregate fees billed in each of
the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of
the audit of the registrant's financial statements and are not reported
under paragraph (a) of this Item were $2,400 for the fiscal year ended
October 31, 2007 and $6,868 for the fiscal year ended October 31, 2008.
These fees were for additional audit work.

AUDIT-RELATED FEES (INVESTMENT ADVISOR) -- The aggregate fees billed in
each of the last two fiscal years for assurance and related services by
the principal accountant that are reasonably related to the performance
of the audit of the registrant's financial statements and are not
reported under paragraph (a) of this Item were $2,400 for the fiscal
year ended October 31, 2007 and $6,868 for the fiscal year ended October
31, 2008. These fees were for additional audit work.

(C) TAX FEES (REGISTRANT) -- The aggregate fees billed in each of the last
two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning were $4,125
for the fiscal year ended October 31, 2007 and $5,000 for the fiscal
year ended October 31, 2008. These fees were for tax return preparation.

TAX FEES (INVESTMENT ADVISOR) -- The aggregate fees billed in each of
the last two fiscal years for professional services rendered by the
principal accountant for tax compliance, tax advice, and tax planning
were $0 for the fiscal year ended October 31, 2007 and $0 for the fiscal
year ended October 31, 2008.

(D) ALL OTHER FEES (REGISTRANT) -- The aggregate fees billed in each of the
last two fiscal years for products and services provided by the
principal accountant to the Registrant, other than the services reported
in paragraphs (a) through (c) of this Item were $902 for the fiscal year
ended October 31, 2007 and $0 for the fiscal year ended October 31,
2008. These fees were for compliance consulting services.

ALL OTHER FEES (INVESTMENT ADVISER) The aggregate fees billed in each of
the last two fiscal years for products and services provided by the
principal accountant to the Registrant, other than the services reported
in paragraphs (a) through (c) of this Item were $23,303 for the fiscal
year ended October 31, 2007 and $0 for the fiscal year ended October 31,
2008. These fees were for compliance consulting.

(e)(1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

Pursuant to its charter and its Audit and Non-Audit Services
Pre-Approval Policy, the Audit Committee (the "COMMITTEE") is responsible for
the pre-approval of all audit services and permitted non-audit services
(including the fees and terms thereof) to be performed for the registrant by its
independent auditors. The Chairman of the Committee authorized to give such
pre-approvals on behalf of the Committee up to $25,000 and report any such
pre-approval to the full Committee.

The Committee is also responsible for the pre-approval of the
independent auditor's engagements for non-audit services with the registrant's
adviser (not including a sub-adviser whose role is primarily portfolio
management and is sub-contracted or overseen by another investment adviser) and
any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant, if the
engagement relates directly to the operations and financial reporting of the
registrant, subject to the DE MINIMIS exceptions for non-audit services
described in Rule 2-01 of Regulation S-X. If the independent auditor has
provided non-audit services to the registrant's adviser (other than any
sub-adviser whose role is primarily portfolio management and is sub-contracted
with or overseen by another investment adviser) and any entity controlling,
controlled by or under common control with the investment adviser that provides
ongoing services to the registrant that were not pre-approved pursuant to its
policies, the Committee will consider whether the provision of such non-audit
services is compatible with the auditor's independence.

(e)(2) The percentage of services described in each of paragraphs (b)
through (d) for the Registrant and the Registrant's investment adviser
of this Item that were approved by the audit committee pursuant to the
pre-approval exceptions included in paragraph (c)(7)(i)(c) or paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X are as follows:

(b) 0%

(d) 0%

(f) The percentage of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most
recent fiscal year that were attributed to work performed by persons
other than the principal accountant's full-time, permanent employees was
less than fifty percent.

(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen by
another investment adviser), and any entity controlling, controlled by,
or under common control with the adviser that provides ongoing services
to the registrant for the Registrant's fiscal year ended October 31,
2007, were $5,027 for the Registrant and $30,303 for the Registrant's
investment adviser and for the Registrant's fiscal year ended October
31, 2008 were $5,000 the Registrant and $12,143 for the Registrant's
investment adviser.

(h) The registrant's audit committee of the board of directors has
considered whether the provision of non-audit services that were
rendered to the registrant's investment adviser (not including any
sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any
entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

(a) The Registrant has a separately designated audit committee consisting of
all the independent directors of the Registrant. The members of the audit
committee are: Thomas R. Kadlec, Niel B. Nielson, Richard E. Erickson and
Robert F. Keith.

ITEM 6. INVESTMENTS.

(a) Schedule of Investments in securities of unaffiliated issuers as of the
close of the reporting period is included as part of the report to
shareholders filed under Item 1 of this form.

(b) Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

The Proxy Voting Policies are attached herewith.

FIRST TRUST ADVISORS, L.P.
FIRST TRUST FUNDS
PROXY VOTING GUIDELINES

First Trust Advisors, L.P. (the "ADVISER") serves as investment adviser
providing discretionary investment advisory services for several open or
closed-end investment companies (the "FUNDS"). As part of these services, the
Adviser has full responsibility for proxy voting and related duties. In
fulfilling these duties, the Adviser and Funds have adopted the following
policies and procedures:

1. It is the Adviser's policy to seek to ensure that proxies for securities
held by a Fund are voted consistently and solely in the best economic
interests of the respective Fund.

2. The Adviser shall be responsible for the oversight of a Fund's proxy
voting process and shall assign a senior member of its staff to be
responsible for this oversight.

3. The Adviser has engaged the services of Institutional Shareholder
Services, Inc. ("ISS") to make recommendations to the Adviser on the
voting of proxies related to securities held by a Fund. ISS provides
voting recommendations based on established guidelines and practices.
The Adviser has adopted these ISS Proxy Voting Guidelines.

4. The Adviser shall review the ISS recommendations and generally will vote
the proxies in accordance with such recommendations. Notwithstanding the
foregoing, the Adviser may not vote in accordance with the ISS
recommendations if the Adviser believes that the specific ISS
recommendation is not in the best interests of the respective Fund.

5. If the Adviser manages the assets or pension fund of a company and any
of the Adviser's clients hold any securities in that company, the
Adviser will vote proxies relating to such company's securities in
accordance with the ISS recommendations to avoid any conflict of
interest. In addition, if the Adviser has actual knowledge of any other
type of material conflict of interest between itself and the respective
Fund with respect to the voting of a proxy, the Adviser shall vote the
applicable proxy in accordance with the ISS recommendations to avoid
such conflict of interest.

6. If a Fund requests the Adviser to follow specific voting guidelines or
additional guidelines, the Adviser shall review the request and follow
such guidelines, unless the Adviser determines that it is unable to
follow such guidelines. In such case, the Adviser shall inform the Fund
that it is not able to follow the Fund's request.

7. The Adviser may have clients in addition to the Funds which have
provided the Adviser with discretionary authority to vote proxies on
their behalf. In such cases, the Adviser shall follow the same policies
and procedures.

Dated: September 15, 2003

(RISKMETRICS GROUP LOGO)

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

2008 U.S. Proxy Voting Guidelines Summary

ISS Governance Services

December 17, 2007

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

All rights reserved. No part of this publication may be reproduced or
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ISS GOVERANCE SERVICES
2008 U.S. PROXY VOTING GUIDELINES SUMMARY

EFFECTIVE FOR MEETINGS ON OR AFTER FEB 1, 2008
UPDATED DEC 17, 2007

The following is a condensed version of the proxy voting recommendations
contained in the ISS Governance Services ("ISS") Proxy Voting Manual.

Table of Contents

1. OPERATIONAL ITEMS........................................................... 6
Adjourn Meeting............................................................. 6
Amend Quorum Requirements................................................... 6
Amend Minor Bylaws.......................................................... 6
Auditor Indemnification And Limitation Of Liability......................... 6
Auditor Ratification........................................................ 6
Change Company Name......................................................... 7
Change Date, Time, Or Location Of Annual Meeting............................ 7
Transact Other Business..................................................... 7
2. BOARD OF DIRECTORS:......................................................... 8
Voting On Director Nominees In Uncontested Elections........................ 8
2008 Classification Of Directors............................................ 10
Age Limits.................................................................. 11
Board Size.................................................................. 11
Classification/Declassification Of The Board................................ 12
Cumulative Voting........................................................... 12
Director And Officer Indemnification And Liability Protection............... 12
Establish/Amend Nominee Qualifications...................................... 12
Filling Vacancies/Removal Of Directors...................................... 13
Independent Chair (Separate Chair/Ceo)...................................... 13
Majority Of Independent Directors/Establishment Of Committees............... 14
Majority Vote Shareholder Proposals......................................... 14
Office Of The Board......................................................... 14
Open Access................................................................. 14
Performance Test For Directors.............................................. 15
Stock Ownership Requirements................................................ 16
Term Limits................................................................. 16
3. PROXY CONTESTS.............................................................. 17
Voting For Director Nominees In Contested Elections......................... 17
Reimbursing Proxy Solicitation Expenses..................................... 17
Confidential Voting......................................................... 17
4. ANTITAKEOVER DEFENSES AND VOTING RELATED ISSUES............................. 18
Advance Notice Requirements For Shareholder Proposals/Nominations........... 18
Amend Bylaws Without Shareholder Consent.................................... 18
Poison Pills................................................................ 18
Shareholder Ability To Act By Written Consent............................... 18
Shareholder Ability To Call Special Meetings................................ 19

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Supermajority Vote Requirements............................................. 19
5. MERGERS AND CORPORATE RESTRUCTURINGS........................................ 20
OVERALL APPROACH................................................................ 20
Appraisal Rights............................................................ 20
Asset Purchases............................................................. 20
Asset Sales................................................................. 20
Bundled Proposals........................................................... 21
Conversion Of Securities.................................................... 21
Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy
Plans/Reverse Leveraged Buyouts/Wrap Plans............................... 21
Formation Of Holding Company................................................ 21
Going Private Transactions (Lbos, Minority Squeezeouts, And Going Dark)..... 22
Joint Ventures.............................................................. 22
Liquidations................................................................ 22
Mergers And Acquisitions/ Issuance Of Shares To Facilitate Merger Or
Acquisition.............................................................. 22
Private Placements/Warrants/Convertible Debentures.......................... 23
Spinoffs.................................................................... 23
Value Maximization Proposals................................................ 23
6. STATE OF INCORPORATION...................................................... 24
Control Share Acquisition Provisions........................................ 24
Control Share Cash-Out Provisions........................................... 24
Disgorgement Provisions..................................................... 24
Fair Price Provisions....................................................... 24
Freeze-Out Provisions....................................................... 25
Greenmail................................................................... 25
Reincorporation Proposals................................................... 25
Stakeholder Provisions...................................................... 25
State Antitakeover Statutes................................................. 25
7. CAPITAL STRUCTURE........................................................... 26
Adjustments To Par Value Of Common Stock.................................... 26
Common Stock Authorization.................................................. 26
Dual-Class Stock............................................................ 26
Issue Stock For Use With Rights Plan........................................ 26
Preemptive Rights........................................................... 26
Preferred Stock............................................................. 27
Recapitalization............................................................ 27
Reverse Stock Splits........................................................ 27
Share Repurchase Programs................................................... 28
Stock Distributions: Splits And Dividends................................... 28
Tracking Stock.............................................................. 28
8. EXECUTIVE AND DIRECTOR COMPENSATION......................................... 29
EQUITY COMPENSATION PLANS....................................................... 29
Cost Of Equity Plans........................................................ 29
Repricing Provisions........................................................ 29
Pay-For-Performance Disconnect.............................................. 30
Three-Year Burn Rate/Burn Rate Commitment................................... 31
Poor Pay Practices.......................................................... 33
SPECIFIC TREATMENT OF CERTAIN AWARD TYPES IN EQUITY PLAN EVALUATIONS:........... 34
Dividend Equivalent Rights.................................................. 34

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Liberal Share Recycling Provisions.......................................... 34
Option Overhang Cost........................................................ 34
OTHER COMPENSATION PROPOSALS AND POLICIES....................................... 35
401(K) Employee Benefit Plans............................................... 35
Advisory Vote On Executive Compensation (Say-On-Pay) Management Proposals... 35
Director Compensation....................................................... 36
Director Retirement Plans................................................... 36
Employee Stock Ownership Plans (Esops)...................................... 36
Employee Stock Purchase Plans-- Qualified Plans............................. 37
Employee Stock Purchase Plans-- Non-Qualified Plans......................... 37
Incentive Bonus Plans And Tax Deductibility Proposals (Obra-Related
Compensation Proposals).................................................. 37
Options Backdating.......................................................... 38
Option Exchange Programs/Repricing Options.................................. 38
Stock Plans In Lieu Of Cash................................................. 39
Transfer Programs Of Stock Options.......................................... 39
SHAREHOLDER PROPOSALS ON COMPENSATION........................................... 40
Advisory Vote On Executive Compensation (Say-On-Pay)........................ 40
Compensation Consultants- Disclosure Of Board Or Company's Utilization...... 40
Disclosure/Setting Levels Or Types Of Compensation For Executives And
Directors................................................................ 40
Pay For Superior Performance................................................ 40
Performance-Based Awards.................................................... 41
Pension Plan Income Accounting.............................................. 41
Pre-Arranged Trading Plans (10b5-1 Plans)................................... 41
Recoup Bonuses.............................................................. 42
Severance Agreements For Executives/Golden Parachutes....................... 42
Share Buyback Holding Periods............................................... 42
Stock Ownership Or Holding Period Guidelines................................ 42
Supplemental Executive Retirement Plans (Serps)............................. 43
Tax Gross-Up Proposals...................................................... 43
9. CORPORATE SOCIAL RESPONSIBILITY (CSR) ISSUES................................ 44
ANIMAL WELFARE.................................................................. 44
Animal Testing.............................................................. 44
Animal Welfare Policies..................................................... 44
Controlled Atmosphere Killing (Cak)......................................... 44
CONSUMER ISSUES................................................................. 44
Genetically Modified Ingredients............................................ 44
Consumer Lending............................................................ 45
Pharmaceutical Pricing...................................................... 45
Pharmaceutical Product Reimportation........................................ 45
Product Safety And Toxic Materials.......................................... 46
Tobacco..................................................................... 46
DIVERSITY....................................................................... 47
Board Diversity............................................................. 47
Equality Of Opportunity And Glass Ceiling................................... 47
Sexual Orientation And Domestic Partner Benefits............................ 48
CLIMATE CHANGE AND THE ENVIRONMENT.............................................. 48
Climate Change.............................................................. 48
Concentrated Area Feeding Operations (Cafo)................................. 48
Energy Efficiency........................................................... 48
Facility Safety (Nuclear And Chemical Plant Safety)......................... 49

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General Environmental Reporting............................................. 49
Greenhouse Gas Emissions.................................................... 49
Operations In Protected Areas............................................... 49
Recycling................................................................... 49
Renewable Energy............................................................ 49
GENERAL CORPORATE ISSUES........................................................ 50
Charitable Contributions.................................................... 50
Csr Compensation-Related Proposals.......................................... 50
Hiv/Aids.................................................................... 50
Lobbying Expenditures/Initiatives........................................... 51
Political Contributions And Trade Associations Spending..................... 51
INTERNATIONAL ISSUES, LABOR ISSUES, AND HUMAN RIGHTS............................ 51
China Principles............................................................ 51
Codes Of Conduct............................................................ 52
Community Impact Assessments................................................ 52
Foreign Military Sales/Offsets.............................................. 52
Internet Privacy And Censorship............................................. 52
Macbride Principles......................................................... 53
Nuclear And Depleted Uranium Weapons........................................ 53
Operations In High Risk Markets............................................. 53
Outsourcing/Offshoring...................................................... 53
Vendor Standards............................................................ 53
SUSTAINABILITY.................................................................. 54
Sustainability Reporting.................................................... 54
10. MUTUAL FUND PROXIES......................................................... 55
Election Of Directors....................................................... 55
Converting Closed-End Fund To Open-End Fund................................. 55
Proxy Contests.............................................................. 55
Investment Advisory Agreements.............................................. 55
Approving New Classes Or Series Of Shares................................... 55
Preferred Stock Proposals................................................... 55
1940 Act Policies........................................................... 56
Changing A Fundamental Restriction To A Nonfundamental Restriction.......... 56
Change Fundamental Investment Objective To Nonfundamental................... 56
Name Change Proposals....................................................... 56
Change In Fund's Subclassification.......................................... 56
Disposition Of Assets/Termination/Liquidation............................... 56
Changes To The Charter Document............................................. 56
Changing The Domicile Of A Fund............................................. 57
Authorizing The Board To Hire And Terminate Subadvisors Without Shareholder
Approval................................................................. 57
Distribution Agreements..................................................... 57
Master-Feeder Structure..................................................... 57
Mergers..................................................................... 57
SHAREHOLDER PROPOSALS FOR MUTUAL FUNDS.......................................... 57
Establish Director Ownership Requirement.................................... 57
Reimburse Shareholder For Expenses Incurred................................. 58
Terminate The Investment Advisor............................................ 58

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1. Operational Items

ADJOURN MEETING

Generally vote AGAINST proposals to provide management with the authority to
adjourn an annual or special meeting absent compelling reasons to support the
proposal.

Vote FOR proposals that relate specifically to soliciting votes for a merger or
transaction if supporting that merger or transaction. Vote AGAINST proposals if
the wording is too vague or if the proposal includes "other business."

AMEND QUORUM REQUIREMENTS

Vote AGAINST proposals to reduce quorum requirements for shareholder meetings
below a majority of the shares outstanding unless there are compelling reasons
to support the proposal.

AMEND MINOR BYLAWS

Vote FOR bylaw or charter changes that are of a housekeeping nature (updates or
corrections).

AUDITOR INDEMNIFICATION AND LIMITATION OF LIABILITY

Consider the issue of auditor indemnification and limitation of liability on a
CASE-BY-CASE basis. Factors to be assessed include, but are not limited to:

- The terms of the auditor agreement- the degree to which these
agreements impact shareholders' rights;

- Motivation and rationale for establishing the agreements;

- Quality of disclosure; and

- Historical practices in the audit area.

WTHHOLD or vote AGAINST members of an audit committee in situations where there
is persuasive evidence that the audit committee entered into an inappropriate
indemnification agreement with its auditor that limits the ability of the
company, or its shareholders, to pursue legitimate legal recourse against the
audit firm.

AUDITOR RATIFICATION

Vote FOR proposals to ratify auditors, unless any of the following apply:

- An auditor has a financial interest in or association with the
company, and is therefore not independent;

- There is reason to believe that the independent auditor has rendered
an opinion which is neither accurate nor indicative of the company's
financial position;

- Poor accounting practices are identified that rise to a serious level
of concern, such as: fraud; misapplication of GAAP; and material
weaknesses identified in Section 404 disclosures; or

- Fees for non-audit services ("Other" fees) are excessive.

Non-audit fees are excessive if:

Non-audit ("other") fees >audit fees + audit-related fees + tax
compliance/preparation fees

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Tax compliance and preparation include the preparation of original and amended
tax returns, refund claims and tax payment planning. All other services in the
tax category, such as tax advice, planning or consulting should be added to
"Other" fees. If the breakout of tax fees cannot be determined, add all tax fees
to "Other" fees.

In circumstances where "Other" fees include fees related to significant one-time
capital structure events: initial public offerings, bankruptcy emergence, and
spin-offs; and the company makes public disclosure of the amount and nature of
those fees which are an exception to the standard "non-audit fee" category, then
such fees may be excluded from the non-audit fees considered in determining the
ratio of non-audit to audit/audit-related fees/tax compliance and preparation
for purposes of determining whether non-audit fees are excessive.

Vote CASE-BY-CASE on shareholder proposals asking companies to prohibit or limit
their auditors from engaging in non-audit services.

Vote CASE-BY-CASE on shareholder proposals asking for audit firm rotation,
taking into account:

- The tenure of the audit firm;

- The length of rotation specified in the proposal;

- Any significant audit-related issues at the company;

- The number of Audit Committee meetings held each year;

- The number of financial experts serving on the committee; and

- Whether the company has a periodic renewal process where the auditor
is evaluated for both audit quality and competitive price.

CHANGE COMPANY NAME

Vote FOR proposals to change the corporate name.

CHANGE DATE, TIME, OR LOCATION OF ANNUAL MEETING

Vote FOR management proposals to change the date, time, and/or location of the
annual meeting unless the proposed change is unreasonable.

Vote AGAINST shareholder proposals to change the date, time, and/or location of
the annual meeting unless the current scheduling or location is unreasonable.

TRANSACT OTHER BUSINESS

Vote AGAINST proposals to approve other business when it appears as voting item.

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2. Board of Directors:

VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS

Vote on director nominees should be determined on a CASE-BY-CASE basis.

Vote AGAINST or WITHHOLD(1) from individual directors who:

- Attend less than 75 percent of the board and committee meetings
without a valid excuse (such as illness, service to the nation, work
on behalf of the company);

- Sit on more than six public company boards;

- Are CEOs of public companies who sit on the boards of more than two
public companies besides their own-- withhold only at their outside
boards.

Vote AGAINST or WITHHOLD from all nominees of the board of directors, (except
from new nominees, who should be considered on a CASE-BY-CASE basis) if:

- The company's proxy indicates that not all directors attended 75% of
the aggregate of their board and committee meetings, but fails to
provide the required disclosure of the names of the directors
involved. If this information cannot be obtained, vote
against/withhold from all incumbent directors;

- The company's poison pill has a dead-hand or modified dead-hand
feature. Vote against/withhold every year until this feature is
removed;

- The board adopts or renews a poison pill without shareholder approval,
does not commit to putting it to shareholder vote within 12 months of
adoption (or in the case of an newly public company, does not commit
to put the pill to a shareholder vote within 12 months following the
IPO), or reneges on a commitment to put the pill to a vote, and has
not yet received a withhold/against recommendation for this issue;

- The board failed to act on a shareholder proposal that received
approval by a majority of the shares outstanding the previous year (a
management proposal with other than a FOR recommendation by management
will not be considered as sufficient action taken);

- The board failed to act on a shareholder proposal that received
approval of the majority of shares cast for the previous two
consecutive years (a management proposal with other than a FOR
recommendation by management will not be considered as sufficient
action taken);

- The board failed to act on takeover offers where the majority of the
shareholders tendered their shares;

- At the previous board election, any director received more than 50
percent withhold/against votes of the shares cast and the company has
failed to address the underlying issue(s) that caused the high
withhold/against vote;

- The company is a Russell 3000 company that underperformed its industry
group (GICS group) under the criteria discussed in the section
"Performance Test for Directors";

- The board is classified, and a continuing director responsible for a
problematic governance issue at the board/committee level that would
warrant a withhold/against vote recommendation is not up for election-
any or all appropriate nominees (except new) may be held accountable.

----------
(1) In general, companies with a plurality vote standard use "Withhold" as the
valid contrary vote option in director elections; companies with a majority
vote standard use "Against". However, it will vary by company and the proxy
must be checked to determine the valid contrary vote option for the
particular company.

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Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors
(per the Classification of Directors below) when:

- The inside or affiliated outside director serves on any of the three
key committees: audit, compensation, or nominating;

- The company lacks an audit, compensation, or nominating committee so
that the full board functions as that committee;

- The company lacks a formal nominating committee, even if board attests
that the independent directors fulfill the functions of such a
committee;

- The full board is less than majority independent.

Vote AGAINST or WITHHOLD from the members of the Audit Committee if:

- The non - audit fees paid to the auditor are excessive (see discussion
under Auditor Ratification);

- Poor accounting practices are identified which rise to a level of
serious concern, such as: fraud; misapplication of GAAP; and material
weaknesses identified in Section 404 disclosures; or

- There is persuasive evidence that the audit committee entered into an
inappropriate indemnification agreement with its auditor that limits
the ability of the company, or its shareholders, to pursue legitimate
legal recourse against the audit firm.

Vote AGAINST or WITHHOLD from the members of the Compensation Committee if:

- There is a negative correlation between the chief executive's pay and
company performance (see discussion under Equity Compensation Plans);

- The company reprices underwater options for stock, cash or other
consideration without prior shareholder approval, even if allowed in
their equity plan;

- The company fails to submit one-time transfers of stock options to a
shareholder vote;

- The company fails to fulfill the terms of a burn rate commitment they
made to shareholders;

- The company has backdated options (see "Options Backdating" policy);

- The company has poor compensation practices (see "Poor Pay Practices"
policy). Poor pay practices may warrant withholding votes from the CEO
and potentially the entire board as well.

Vote AGAINST or WITHHOLD from directors, individually or the entire board, for
egregious actions or failure to replace management as appropriate.

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2008 CLASSIFICATION OF DIRECTORS

INSIDE DIRECTOR (I)

- Employee of the company or one of its affiliates(1);

- Non-employee officer of the company if among the five most highly paid
individuals (excluding interim CEO);

- Listed as a Section 16 officer(2);

- Current interim CEO;

- Beneficial owner of more than 50 percent of the company's voting power
(this may be aggregated if voting power is distributed among more than
one member of a defined group).

AFFILIATED OUTSIDE DIRECTOR (AO)

- Board attestation that an outside director is not independent;

- Former CEO of the company(3);

- Former CEO of an acquired company within the past five years;

- Former interim CEO if the service was longer than 18 months. If the
service was between twelve and eighteen months an assessment of the
interim CEO's employment agreement will be made;(4)

- Former executive(2) of the company, an affiliate or an acquired firm
within the past five years;

- Executive(2) of a former parent or predecessor firm at the time the
company was sold or split off from the parent/predecessor within the
past five years;

- Executive(2), former executive, general or limited partner of a joint
venture or partnership with the company;

- Relative(5) of a current Section 16 officer of company or its
affiliates;

- Relative(5) of a current employee of company or its affiliates where
additional factors raise concern (which may include, but are not
limited to, the following: a director related to numerous employees;
the company or its affiliates employ relatives of numerous board
members; or a non-Section 16 officer in a key strategic role);

- Relative(5) of former Section 16 officer, of company or its affiliate
within the last five years;

- Currently provides (or a relative(5) provides) professional
services(6) to the company, to an affiliate of the company or an
individual officer of the company or one of its affiliates in excess
of $10,000 per year;

- Employed by (or a relative(5) is employed by) a significant customer
or supplier(7);

- Has (or a relative(5) has) any transactional relationship with the
company or its affiliates excluding investments in the company through
a private placement; (7)

- Any material financial tie or other related party transactional
relationship to the company;

- Party to a voting agreement to vote in line with management on
proposals being brought to shareholder vote;

- Has (or a relative(5) has) an interlocking relationship as defined by
the SEC involving members of the board of directors or its
Compensation and Stock Option Committee; (8)

- Founder (9) of the company but not currently an employee;

- Is (or a relative(5) is) a trustee, director or employee of a
charitable or non-profit organization that receives grants or
endowments(7) from the company or its affiliates(1).

INDEPENDENT OUTSIDE DIRECTOR (IO)

- No material(10) connection to the company other than a board seat.

FOOTNOTES:

(1) "Affiliate" includes a subsidiary, sibling company, or parent company. ISS
uses 50 percent control ownership by the parent company as the standard for
applying its affiliate designation.

(2) "Executives" (officers subject to Section 16 of the Securities and Exchange
Act of 1934) include the chief

2008 US Proxy Voting Guidelines Summary -10-

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executive, operating, financial, legal, technology, and accounting officers
of a company (including the president, treasurer, secretary, controller, or
any vice president in charge of a principal business unit, division or
policy function). A non-employee director serving as an officer due to
statutory requirements (e.g. corporate secretary) will be classified as an
Affiliated Outsider. If the company provides additional disclosure that the
director is not receiving additional compensation for serving in that
capacity, then the director will be classified as an Independent Outsider.

(3) Includes any former CEO of the company prior to the company's initial
public offering (IPO).

(4) ISS will look at the terms of the interim CEO's employment contract to
determine if it contains severance pay, long-term health and pension
benefits or other such standard provisions typically contained in contracts
of permanent, non-temporary CEOs. ISS will also consider if a formal search
process was underway for a full-time CEO at the time.

(5) "Relative" follows the SEC's new definition of "immediate family members"
which covers spouses, parents, children, step-parents, step-children,
siblings, in-laws, and any person (other than a tenant or employee) sharing
the household of any director, nominee for director, executive officer, or
significant shareholder of the company.

(6) Professional services can be characterized as advisory in nature and
generally include the following: investment banking / financial advisory
services; commercial banking (beyond deposit services); investment
services; insurance services; accounting/audit services; consulting
services; marketing services; and legal services. The case of participation
in a banking syndicate by a non-lead bank should be considered a
transaction (and hence subject to the associated materiality test) rather
than a professional relationship.

(7) If the company makes or receives annual payments exceeding the greater of
$200,000 or 5 percent of the recipient's gross revenues. (The recipient is
the party receiving the financial proceeds from the transaction).

(8) Interlocks include: (a) executive officers serving as directors on each
other's compensation or similar committees (or, in the absence of such a
committee, on the board); or (b) executive officers sitting on each other's
boards and at least one serves on the other's compensation or similar
committees (or, in the absence of such a committee, on the board).

(9) The operating involvement of the Founder with the company will be
considered. Little to no operating involvement may cause ISS to deem the
Founder as an independent outsider.

(10) For purposes of ISS' director independence classification, "material" will
be defined as a standard of relationship (financial, personal or otherwise)
that a reasonable person might conclude could potentially influence one's
objectivity in the boardroom in a manner that would have a meaningful
impact on an individual's ability to satisfy requisite fiduciary standards
on behalf of shareholders.

AGE LIMITS

Vote AGAINST shareholder or management proposals to limit the tenure of outside
directors through mandatory retirement ages.

BOARD SIZE

Vote FOR proposals seeking to fix the board size or designate a range for the
board size.

Vote AGAINST proposals that give management the ability to alter the size of the
board outside of a specified range without shareholder approval.

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CLASSIFICATION/DECLASSIFICATION OF THE BOARD

Vote AGAINST proposals to classify the board.

Vote FOR proposals to repeal classified boards and to elect all directors
annually.

CUMULATIVE VOTING

Generally vote AGAINST proposals to eliminate cumulative voting.

Generally vote FOR proposals to restore or provide for cumulative voting unless:

- The company has proxy access or a similar structure(2) to allow
shareholders to nominate directors to the company's ballot; and

- The company has adopted a majority vote standard, with a carve-out for
plurality voting in situations where there are more nominees than
seats, and a director resignation policy to address failed elections.

Vote FOR proposals for cumulative voting at controlled companies (insider voting
power > 50%).

DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY PROTECTION

Vote CASE-BY-CASE on proposals on director and officer indemnification and
liability protection using Delaware law as the standard.

Vote AGAINST proposals to eliminate entirely directors' and officers' liability
for monetary damages for violating the duty of care.

Vote AGAINST indemnification proposals that would expand coverage beyond just
legal expenses to liability for acts, such as negligence, that are more serious
violations of fiduciary obligation than mere carelessness.

Vote AGAINST proposals that would expand the scope of indemnification to provide
for mandatory indemnification of company officials in connection with acts that
previously the company was permitted to provide indemnification for at the
discretion of the company's board (i.e., "permissive indemnification") but that
previously the company was not required to indemnify.

Vote FOR only those proposals providing such expanded coverage in cases when a
director's or officer's legal defense was unsuccessful if both of the following
apply:

- If the director was found to have acted in good faith and in a manner
that he reasonably believed was in the best interests of the company;
and

- If only the director's legal expenses would be covered.

ESTABLISH/AMEND NOMINEE QUALIFICATIONS

----------
(2) Similar structure" would be a structure that allows shareholders to
nominate candidates who the company will include on the management ballot
IN ADDITION TO management's nominees, and their bios are included in
management's proxy.

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Vote CASE-BY-CASE on proposals that establish or amend director qualifications.
Votes should be based on how reasonable the criteria are and to what degree they
may preclude dissident nominees from joining the board.

Vote AGAINST shareholder proposals requiring two candidates per board seat.

FILLING VACANCIES/REMOVAL OF DIRECTORS

Vote AGAINST proposals that provide that directors may be removed only for
cause.

Vote FOR proposals to restore shareholders' ability to remove directors with or
without cause.

Vote AGAINST proposals that provide that only continuing directors may elect
replacements to fill board vacancies.

Vote FOR proposals that permit shareholders to elect directors to fill board
vacancies.

INDEPENDENT CHAIR (SEPARATE CHAIR/CEO)

Generally vote FOR shareholder proposals requiring that the chairman's position
be filled by an independent director, unless there are compelling reasons to
recommend against the proposal, such as a counterbalancing governance structure.
This should include all the following:

- Designated lead director, elected by and from the independent board
members with clearly delineated and comprehensive duties. (The role
may alternatively reside with a presiding director, vice chairman, or
rotating lead director; however the director must serve a minimum of
one year in order to qualify as a lead director.) The duties should
include, but are not limited to, the following:

- presides at all meetings of the board at which the chairman is
not present, including executive sessions of the independent
directors;

- serves as liaison between the chairman and the independent
directors;

- approves information sent to the board;

- approves meeting agendas for the board;

- approves meeting schedules to assure that there is sufficient
time for discussion of all agenda items;

- has the authority to call meetings of the independent directors;

- if requested by major shareholders, ensures that he is available
for consultation and direct communication;

- The company publicly discloses a comparison of the duties of its
independent lead director and its chairman;

- The company publicly discloses a sufficient explanation of why it chooses
not to give the position of chairman to the independent lead director, and
instead combine the chairman and CEO positions;

- Two-thirds independent board;

- All independent key committees;

- Established governance guidelines;

- The company should not have underperformed both its peers and index on the
basis of both one-year and three-year total shareholder returns*, unless
there has been a change in the Chairman/CEO position within that time; and

- The company does not have any problematic governance issues.

Vote FOR the proposal if the company does not provide disclosure with respect to
any or all of the bullet points above. If disclosure is provided, evaluate on a
CASE-BY-CASE basis.

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* The industry peer group used for this evaluation is the average of the 12
companies in the same 6-digit GICS group that are closest in revenue to the
company. To fail, the company must under-perform its index and industry
group on all 4 measures (1 and 3 year on industry peers and index).

MAJORITY OF INDEPENDENT DIRECTORS/ESTABLISHMENT OF COMMITTEES

Vote FOR shareholder proposals asking that a majority or more of directors be
independent unless the board composition already meets the proposed threshold by
ISS' definition of independent outsider. (See Classification of Directors.)

Vote FOR shareholder proposals asking that board audit, compensation, and/or
nominating committees be composed exclusively of independent directors if they
currently do not meet that standard.

MAJORITY VOTE SHAREHOLDER PROPOSALS

Generally vote FOR precatory and binding resolutions requesting that the board
change the company's bylaws to stipulate that directors need to be elected with
an affirmative majority of votes cast, provided it does not conflict with the
state law where the company is incorporated. Binding resolutions need to allow
for a carve-out for a plurality vote standard when there are more nominees than
board seats.

Companies are strongly encouraged to also adopt a post-election policy (also
know as a director resignation policy) that will provide guidelines so that the
company will promptly address the situation of a holdover director.

OFFICE OF THE BOARD

Generally vote FOR shareholders proposals requesting that the board establish an
Office of the Board of Directors in order to facilitate direct communications
between shareholders and non-management directors, unless the company has all of
the following:

- Established a communication structure that goes beyond the exchange
requirements to facilitate the exchange of information between
shareholders and members of the board;

- Effectively disclosed information with respect to this structure to
its shareholders;

- Company has not ignored majority-supported shareholder proposals or a
majority withhold vote on a director nominee; and

- The company has an independent chairman or a lead/presiding director,
according to ISS' definition. This individual must be made available
for periodic consultation and direct communication with major
shareholders.

OPEN ACCESS

Vote shareholder proposals asking for open or proxy access on a CASE-BY-CASE
basis, taking into account:

- The ownership threshold proposed in the resolution;

- The proponent's rationale for the proposal at the targeted company in
terms of board and director conduct.

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PERFORMANCE TEST FOR DIRECTORS

On a CASE-BY-CASE basis, Vote AGAINST or WITHHOLD from directors of Russell 3000
companies that underperformed relative to their industry peers. The criterion
used to evaluate such underperformance is a combination of four performance
measures:

One measurement is a market-based performance metric and three measurements are
tied to the company's operational performance. The market performance metric in
the methodology is five-year Total Shareholder Return (TSR) on a relative basis
within each four-digit GICS group. The three operational performance metrics are
sales growth, EBITDA growth (or operating income growth for companies in the
financial sector), and pre-tax operating Return on Invested Capital (ROIC) (or
Return on Average Assets (ROAA) for companies in the financial sector) on a
relative basis within each four-digit GICS group. All four metrics will be
time-weighted as follows: 40 percent on the trailing 12 month period and 60
percent on the 48 month period prior to the trailing 12 months. This methodology
emphasizes the company's historical performance over a five-year period yet also
accounts for near-term changes in a company's performance.

The table below summarizes the framework:

METRICS BASIS OF EVALUATION WEIGHTING 2ND WEIGHTING
------- ------------------------ --------- -------------

Operational Performance 50%
5-year Average pre-tax Management efficiency in
operating ROIC or ROAA* deploying assets 33.3%
5-year Sales Growth Top-Line 33.3%
5-year EBITDA Growth or Core-earnings 33.3%
Operating Income Growth*
Sub Total 100%
Stock Performance 50%
5-year TSR Market
Total 100%

* Metric applies to companies in the financial sector

Adopt a two-phase approach. In Year 1, the worst performers (bottom 5 percent)
within each of the 24 GICS groups receive are noted. In Year 2, consider a vote
AGAINST or WITHHOLD votes from director nominees if a company continues to be in
the bottom five percent within its GICS group for that respective year and shows
no improvement in its most recent trailing 12 months operating and market
performance relative to its peers in its GICS group. Take into account various
factors including:

- Year-to-date performance;

- Situational circumstances;

- Change in management/board;

- Overall governance practices.

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STOCK OWNERSHIP REQUIREMENTS

Generally vote AGAINST shareholder proposals that mandate a minimum amount of
stock that directors must own in order to qualify as a director or to remain on
the board. While stock ownership on the part of directors is desired, the
company should determine the appropriate ownership requirement.

Vote CASE-BY-CASE on shareholder proposals asking that the company adopt a
holding or retention period for its executives (for holding stock after the
vesting or exercise of equity awards), taking into account any stock ownership
requirements or holding period/retention ratio already in place and the actual
ownership level of executives.

TERM LIMITS

Vote AGAINST shareholder or management proposals to limit the tenure of outside
directors through term limits. However, scrutinize boards where the average
tenure of all directors exceeds 15 years for independence from management and
for sufficient turnover to ensure that new perspectives are being added to the
board.

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3. Proxy Contests

VOTING FOR DIRECTOR NOMINEES IN CONTESTED ELECTIONS

Vote CASE-BY-CASE on the election of directors in contested elections,
considering the following factors:

- Long-term financial performance of the target company relative to its
industry;

- Management's track record;

- Background to the proxy contest;

- Qualifications of director nominees (both slates);

- Strategic plan of dissident slate and quality of critique against
management;

- Likelihood that the proposed goals and objectives can be achieved
(both slates);

- Stock ownership positions.

REIMBURSING PROXY SOLICITATION EXPENSES

Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When
voting in conjunction with support of a dissident slate, vote FOR the
reimbursement of all appropriate proxy solicitation expenses associated with the
election.

Generally vote FOR shareholder proposals calling for the reimbursement of
reasonable costs incurred in connection with nominating one or more candidates
in a contested election where the following apply:

- The election of fewer than 50% of the directors to be elected is
contested in the election;

- One or more of the dissident's candidates is elected;

- Shareholders are not permitted to cumulate their votes for directors;
and

- The election occurred, and the expenses were incurred, after the
adoption of this bylaw.

CONFIDENTIAL VOTING

Vote FOR shareholder proposals requesting that corporations adopt confidential
voting, use independent vote tabulators, and use independent inspectors of
election, as long as the proposal includes a provision for proxy contests as
follows: In the case of a contested election, management should be permitted to
request that the dissident group honor its confidential voting policy. If the
dissidents agree, the policy remains in place. If the dissidents will not agree,
the confidential voting policy is waived.

Vote FOR management proposals to adopt confidential voting.

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4. Antitakeover Defenses and Voting Related Issues

ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS/NOMINATIONS

Vote CASE-BY-CASE on advance notice proposals, supporting those proposals which
allow shareholders to submit proposals as close to the meeting date as
reasonably possible and within the broadest window possible.

AMEND BYLAWS WITHOUT SHAREHOLDER CONSENT

Vote AGAINST proposals giving the board exclusive authority to amend the bylaws.

Vote FOR proposals giving the board the ability to amend the bylaws in addition
to shareholders.

POISON PILLS

Vote FOR shareholder proposals requesting that the company submit its poison
pill to a shareholder vote or redeem it UNLESS the company has: (1) A
shareholder approved poison pill in place; or (2) The company has adopted a
policy concerning the adoption of a pill in the future specifying that the board
will only adopt a shareholder rights plan if either:

- Shareholders have approved the adoption of the plan; or

- The board, in its exercise of its fiduciary responsibilities,
determines that it is in the best interest of shareholders under the
circumstances to adopt a pill without the delay in adoption that would
result from seeking stockholder approval (i.e., the "fiduciary out"
provision). A poison pill adopted under this fiduciary out will be put
to a shareholder ratification vote within 12 months of adoption or
expire. If the pill is not approved by a majority of the votes cast on
this issue, the plan will immediately terminate.

Vote FOR shareholder proposals calling for poison pills to be put to a vote
within a time period of less than one year after adoption. If the company has no
non-shareholder approved poison pill in place and has adopted a policy with the
provisions outlined above, vote AGAINST the proposal. If these conditions are
not met, vote FOR the proposal, but with the caveat that a vote within 12 months
would be considered sufficient.

Vote CASE-by-CASE on management proposals on poison pill ratification, focusing
on the features of the shareholder rights plan. Rights plans should contain the
following attributes:

- No lower than a 20% trigger, flip-in or flip-over;

- A term of no more than three years;

- No dead-hand, slow-hand, no-hand or similar feature that limits the
ability of a future board to redeem the pill;

- Shareholder redemption feature (qualifying offer clause); if the board
refuses to redeem the pill 90 days after a qualifying offer is
announced, 10 percent of the shares may call a special meeting or seek
a written consent to vote on rescinding the pill.

SHAREHOLDER ABILITY TO ACT BY WRITTEN CONSENT

Vote AGAINST proposals to restrict or prohibit shareholder ability to take
action by written consent.

Vote FOR proposals to allow or make easier shareholder action by written
consent.

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SHAREHOLDER ABILITY TO CALL SPECIAL MEETINGS

Vote AGAINST proposals to restrict or prohibit shareholder ability to call
special meetings.

Vote FOR proposals that remove restrictions on the right of shareholders to act
independently of management.

SUPERMAJORITY VOTE REQUIREMENTS

Vote AGAINST proposals to require a supermajority shareholder vote.

Vote FOR proposals to lower supermajority vote requirements.

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5. Mergers and Corporate Restructurings

OVERALL APPROACH

For mergers and acquisitions, review and evaluate the merits and drawbacks of
the proposed transaction, balancing various and sometimes countervailing factors
including:

- VALUATION - Is the value to be received by the target shareholders (or
paid by the acquirer) reasonable? While the fairness opinion may
provide an initial starting point for assessing valuation
reasonableness, emphasis is placed on the offer premium, market
reaction and strategic rationale.

- MARKET REACTION - How has the market responded to the proposed deal? A
negative market reaction should cause closer scrutiny of a deal.

- STRATEGIC RATIONALE - Does the deal make sense strategically? From
where is the value derived? Cost and revenue synergies should not be
overly aggressive or optimistic, but reasonably achievable. Management
should also have a favorable track record of successful integration of
historical acquisitions.

- NEGOTIATIONS AND PROCESS - Were the terms of the transaction
negotiated at arm's-length? Was the process fair and equitable? A fair
process helps to ensure the best price for shareholders. Significant
negotiation "wins" can also signify the deal makers' competency. The
comprehensiveness of the sales process (e.g., full auction, partial
auction, no auction) can also affect shareholder value.

- CONFLICTS OF INTEREST - Are insiders benefiting from the transaction
disproportionately and inappropriately as compared to non-insider
shareholders? As the result of potential conflicts, the directors and
officers of the company may be more likely to vote to approve a merger
than if they did not hold these interests. Consider whether these
interests may have influenced these directors and officers to support
or recommend the merger. The CIC figure presented in the "ISS
Transaction Summary" section of this report is an aggregate figure
that can in certain cases be a misleading indicator of the true value
transfer from shareholders to insiders. Where such figure appears to
be excessive, analyze the underlying assumptions to determine whether
a potential conflict exists.

- GOVERNANCE - Will the combined company have a better or worse
governance profile than the current governance profiles of the
respective parties to the transaction? If the governance profile is to
change for the worse, the burden is on the company to prove that other
issues (such as valuation) outweigh any deterioration in governance.

APPRAISAL RIGHTS

Vote FOR proposals to restore, or provide shareholders with rights of appraisal.

ASSET PURCHASES

Vote CASE-BY-CASE on asset purchase proposals, considering the following
factors:

- Purchase price;

- Fairness opinion;

- Financial and strategic benefits;

- How the deal was negotiated;

- Conflicts of interest;

- Other alternatives for the business;

- Non-completion risk.

ASSET SALES

Vote CASE-BY-CASE on asset sales, considering the following factors:

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- Impact on the balance sheet/working capital;

- Potential elimination of diseconomies;

- Anticipated financial and operating benefits;

- Anticipated use of funds;

- Value received for the asset;

- Fairness opinion;

- How the deal was negotiated;

- Conflicts of interest.

BUNDLED PROPOSALS

Vote CASE-BY-CASE on bundled or "conditional" proxy proposals. In the case of
items that are conditioned upon each other, examine the benefits and costs of
the packaged items. In instances when the joint effect of the conditioned items
is not in shareholders' best interests, vote AGAINST the proposals. If the
combined effect is positive, support such proposals.

CONVERSION OF SECURITIES

Vote CASE-BY-CASE on proposals regarding conversion of securities. When
evaluating these proposals the investor should review the dilution to existing
shareholders, the conversion price relative to market value, financial issues,
control issues, termination penalties, and conflicts of interest.

Vote FOR the conversion if it is expected that the company will be subject to
onerous penalties or will be forced to file for bankruptcy if the transaction is
not approved.

CORPORATE REORGANIZATION/DEBT RESTRUCTURING/PREPACKAGED BANKRUPTCY PLANS/REVERSE
LEVERAGED BUYOUTS/WRAP PLANS

Vote CASE-BY-CASE on proposals to increase common and/or preferred shares and to
issue shares as part of a debt restructuring plan, taking into consideration the
following:

- Dilution to existing shareholders' position;

- Terms of the offer;

- Financial issues;

- Management's efforts to pursue other alternatives;

- Control issues;

- Conflicts of interest.

Vote FOR the debt restructuring if it is expected that the company will file for
bankruptcy if the transaction is not approved.

FORMATION OF HOLDING COMPANY

Vote CASE-BY-CASE on proposals regarding the formation of a holding company,
taking into consideration the following:

- The reasons for the change;

- Any financial or tax benefits;

- Regulatory benefits;

- Increases in capital structure;

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- Changes to the articles of incorporation or bylaws of the company.

Absent compelling financial reasons to recommend the transaction, vote AGAINST
the formation of a holding company if the transaction would include either of
the following:

- Increases in common or preferred stock in excess of the allowable
maximum (see discussion under "Capital Structure");

- Adverse changes in shareholder rights.

GOING PRIVATE TRANSACTIONS (LBOS, MINORITY SQUEEZEOUTS, AND GOING DARK)

Vote CASE-BY-CASE on going private transactions, taking into account the
following:

- Offer price/premium;

- Fairness opinion;

- How the deal was negotiated;

- Conflicts of interest;

- Other alternatives/offers considered; and

- Non-completion risk.

Vote CASE-BY-CASE on "going dark" transactions, determining whether the
transaction enhances shareholder value by taking into consideration:

- Whether the company has attained benefits from being publicly-traded
(examination of trading volume, liquidity, and market research of the
stock);

- Cash-out value;

- Whether the interests of continuing and cashed-out shareholders are
balanced; and

- The market reaction to public announcement of transaction.

JOINT VENTURES

Vote CASE-BY-CASE on proposals to form joint ventures, taking into account the
following:

- Percentage of assets/business contributed;

- Percentage ownership;

- Financial and strategic benefits;

- Governance structure;

- Conflicts of interest;

- Other alternatives;

- Noncompletion risk.

LIQUIDATIONS

Vote CASE-BY-CASE on liquidations, taking into account the following:

- Management's efforts to pursue other alternatives;

- Appraisal value of assets; and

- The compensation plan for executives managing the liquidation.

Vote FOR the liquidation if the company will file for bankruptcy if the proposal
is not approved.

MERGERS AND ACQUISITIONS/ ISSUANCE OF SHARES TO FACILITATE MERGER OR ACQUISITION

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Vote CASE-BY-CASE on mergers and acquisitions, determining whether the
transaction enhances shareholder value by giving consideration to items listed
under "Mergers and Corporate Restructurings: Overall Approach."

PRIVATE PLACEMENTS/WARRANTS/CONVERTIBLE DEBENTURES

Vote CASE-BY-CASE on proposals regarding private placements, taking into
consideration:

- Dilution to existing shareholders' position;

- Terms of the offer;

- Financial issues;

- Management's efforts to pursue other alternatives;

- Control issues;

- Conflicts of interest.

Vote FOR the private placement if it is expected that the company will file for
bankruptcy if the transaction is not approved.

SPINOFFS

Vote CASE-BY-CASE on spin-offs, considering:

- Tax and regulatory advantages;

- Planned use of the sale proceeds;

- Valuation of spinoff;

- Fairness opinion;

- Benefits to the parent company;

- Conflicts of interest;

- Managerial incentives;

- Corporate governance changes;

- Changes in the capital structure.

VALUE MAXIMIZATION PROPOSALS

Vote CASE-BY-CASE on shareholder proposals seeking to maximize shareholder value
by hiring a financial advisor to explore strategic alternatives, selling the
company or liquidating the company and distributing the proceeds to
shareholders. These proposals should be evaluated based on the following
factors:

- Prolonged poor performance with no turnaround in sight;

- Signs of entrenched board and management;

- Strategic plan in place for improving value;

- Likelihood of receiving reasonable value in a sale or dissolution; and

- Whether company is actively exploring its strategic options, including
retaining a financial advisor.

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6. State of Incorporation

CONTROL SHARE ACQUISITION PROVISIONS

Control share acquisition statutes function by denying shares their voting
rights when they contribute to ownership in excess of certain thresholds. Voting
rights for those shares exceeding ownership limits may only be restored by
approval of either a majority or supermajority of disinterested shares. Thus,
control share acquisition statutes effectively require a hostile bidder to put
its offer to a shareholder vote or risk voting disenfranchisement if the bidder
continues buying up a large block of shares.

Vote FOR proposals to opt out of control share acquisition statutes unless doing
so would enable the completion of a takeover that would be detrimental to
shareholders.

Vote AGAINST proposals to amend the charter to include control share acquisition
provisions.

Vote FOR proposals to restore voting rights to the control shares.

CONTROL SHARE CASH-OUT PROVISIONS

Control share cash-out statutes give dissident shareholders the right to
"cash-out" of their position in a company at the expense of the shareholder who
has taken a control position. In other words, when an investor crosses a preset
threshold level, remaining shareholders are given the right to sell their shares
to the acquirer, who must buy them at the highest acquiring price.

Vote FOR proposals to opt out of control share cash-out statutes.

DISGORGEMENT PROVISIONS

Disgorgement provisions require an acquirer or potential acquirer of more than a
certain percentage of a company's stock to disgorge, or pay back, to the company
any profits realized from the sale of that company's stock purchased 24 months
before achieving control status. All sales of company stock by the acquirer
occurring within a certain period of time (between 18 months and 24 months)
prior to the investor's gaining control status are subject to these
recapture-of-profits provisions.

Vote FOR proposals to opt out of state disgorgement provisions.

FAIR PRICE PROVISIONS

Vote CASE-BY-CASE on proposals to adopt fair price provisions (provisions that
stipulate that an acquirer must pay the same price to acquire all shares as it
paid to acquire the control shares), evaluating factors such as the vote
required to approve the proposed acquisition, the vote required to repeal the
fair price provision, and the mechanism for determining the fair price.

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Generally, vote AGAINST fair price provisions with shareholder vote requirements
greater than a majority of disinterested shares.

FREEZE-OUT PROVISIONS

Vote FOR proposals to opt out of state freeze-out provisions. Freeze-out
provisions force an investor who surpasses a certain ownership threshold in a
company to wait a specified period of time before gaining control of the
company.

GREENMAIL

Greenmail payments are targeted share repurchases by management of company stock
from individuals or groups seeking control of the company. Since only the
hostile party receives payment, usually at a substantial premium over the market
value of its shares, the practice discriminates against all other shareholders.

Vote FOR proposals to adopt anti-greenmail charter or bylaw amendments or
otherwise restrict a company's ability to make greenmail payments.

Vote CASE-BY-CASE on anti-greenmail proposals when they are bundled with other
charter or bylaw amendments.

REINCORPORATION PROPOSALS

Vote CASE-BY-CASE on proposals to change a company's state of incorporation,
taking into consideration both financial and corporate governance concerns,
including:

- The reasons for reincorporating;

- A comparison of the governance provisions;

- Comparative economic benefits; and

- A comparison of the jurisdictional laws.

Vote FOR re-incorporation when the economic factors outweigh any neutral or
negative governance changes.

STAKEHOLDER PROVISIONS

Vote AGAINST proposals that ask the board to consider non-shareholder
constituencies or other non-financial effects when evaluating a merger or
business combination.

STATE ANTITAKEOVER STATUTES

Vote CASE-BY-CASE on proposals to opt in or out of state takeover statutes
(including control share acquisition statutes, control share cash-out statutes,
freeze-out provisions, fair price provisions, stakeholder laws, poison pill
endorsements, severance pay and labor contract provisions, anti-greenmail
provisions, and disgorgement provisions).

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7. Capital Structure

ADJUSTMENTS TO PAR VALUE OF COMMON STOCK

Vote FOR management proposals to reduce the par value of common stock.

COMMON STOCK AUTHORIZATION

Vote CASE-BY-CASE on proposals to increase the number of shares of common stock
authorized for issuance using a model developed by ISS.

Vote FOR proposals to approve increases beyond the allowable increase when a
company's shares are in danger of being delisted or if a company's ability to
continue to operate as a going concern is uncertain.

In addition, for capital requests less than or equal to 300 percent of the
current authorized shares that marginally fail the calculated allowable cap
(i.e., exceed the allowable cap by no more than 5 percent), on a CASE-BY-CASE
basis, vote FOR the increase based on the company's performance and whether the
company's ongoing use of shares has shown prudence. Factors should include, at a
minimum, the following:

- Rationale;

- Good performance with respect to peers and index on a five-year total
shareholder return basis;

- Absence of non-shareholder approved poison pill;

- Reasonable equity compensation burn rate;

- No non-shareholder approved pay plans; and

- Absence of egregious equity compensation practices.

DUAL-CLASS STOCK

Vote AGAINST proposals to create a new class of common stock with superior
voting rights.

Vote AGAINST proposals at companies with dual-class capital structures to
increase the number of authorized shares of the class of stock that has superior
voting rights.

Vote FOR proposals to create a new class of nonvoting or sub-voting common stock
if:

- It is intended for financing purposes with minimal or no dilution to
current shareholders;

- It is not designed to preserve the voting power of an insider or
significant shareholder.

ISSUE STOCK FOR USE WITH RIGHTS PLAN

Vote AGAINST proposals that increase authorized common stock for the explicit
purpose of implementing a non-shareholder approved shareholder rights plan
(poison pill).

PREEMPTIVE RIGHTS

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Vote CASE-BY-CASE on shareholder proposals that seek preemptive rights, taking
into consideration: the size of a company, the characteristics of its
shareholder base, and the liquidity of the stock.

PREFERRED STOCK

Vote AGAINST proposals authorizing the creation of new classes of preferred
stock with unspecified voting, conversion, dividend distribution, and other
rights ("blank check" preferred stock).

Vote FOR proposals to create "declawed" blank check preferred stock (stock that
cannot be used as a takeover defense).

Vote FOR proposals to authorize preferred stock in cases where the company
specifies the voting, dividend, conversion, and other rights of such stock and
the terms of the preferred stock appear reasonable.

Vote AGAINST proposals to increase the number of blank check preferred stock
authorized for issuance when no shares have been issued or reserved for a
specific purpose.

Vote CASE-BY-CASE on proposals to increase the number of blank check preferred
shares after analyzing the number of preferred shares available for issue given
a company's industry and performance in terms of shareholder returns.

RECAPITALIZATION

Vote CASE-BY-CASE on recapitalizations (reclassifications of securities), taking
into account the following:

- More simplified capital structure;

- Enhanced liquidity;

- Fairness of conversion terms;

- Impact on voting power and dividends;

- Reasons for the reclassification;

- Conflicts of interest; and

- Other alternatives considered.

REVERSE STOCK SPLITS

Vote FOR management proposals to implement a reverse stock split when the number
of authorized shares will be proportionately reduced.

Vote FOR management proposals to implement a reverse stock split to avoid
delisting.

Vote CASE-BY-CASE on proposals to implement a reverse stock split that do not
proportionately reduce the number of shares authorized for issue based on the
allowable increased calculated using the Capital Structure model.

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SHARE REPURCHASE PROGRAMS

Vote FOR management proposals to institute open-market share repurchase plans in
which all shareholders may participate on equal terms.

STOCK DISTRIBUTIONS: SPLITS AND DIVIDENDS

Vote FOR management proposals to increase the common share authorization for a
stock split or share dividend, provided that the increase in authorized shares
would not result in an excessive number of shares available for issuance as
determined using a model developed by ISS.

TRACKING STOCK

Vote CASE-BY-CASE on the creation of tracking stock, weighing the strategic
value of the transaction against such factors as:

- Adverse governance changes;

- Excessive increases in authorized capital stock;

- Unfair method of distribution;

- Diminution of voting rights;

- Adverse conversion features;

- Negative impact on stock option plans; and

- Alternatives such as spin-off.

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8. Executive and Director Compensation

EQUITY COMPENSATION PLANS

Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the equity
plan if any of the following factors apply:

- The total cost of the company's equity plans is unreasonable;

- The plan expressly permits the repricing of stock options without
prior shareholder approval;

- There is a disconnect between CEO pay and the company's performance;

- The company's three year burn rate exceeds the greater of 2% and the
mean plus one standard deviation of its industry group; or

- The plan is a vehicle for poor pay practices.

Each of these factors is described below:

COST OF EQUITY PLANS

Generally, vote AGAINST equity plans if the cost is unreasonable. For
non-employee director plans, vote FOR the plan if certain factors are met (see
Director Compensation section).

The cost of the equity plans is expressed as Shareholder Value Transfer (SVT),
which is measured using a binomial option pricing model that assesses the amount
of shareholders' equity flowing out of the company to employees and directors.
SVT is expressed as both a dollar amount and as a percentage of market value,
and includes the new shares proposed, shares available under existing plans, and
shares granted but unexercised. All award types are valued. For omnibus plans,
unless limitations are placed on the most expensive types of awards (for
example, full value awards), the assumption is made that all awards to be
granted will be the most expensive types. See discussion of specific types of
awards.

The Shareholder Value Transfer is reasonable if it falls below the
company-specific allowable cap. The allowable cap is determined as follows: The
top quartile performers in each industry group (using the Global Industry
Classification Standard GICS) are identified. Benchmark SVT levels for each
industry are established based on these top performers' historic SVT. Regression
analyses are run on each industry group to identify the variables most strongly
correlated to SVT. The benchmark industry SVT level is then adjusted upwards or
downwards for the specific company by plugging the company-specific performance
measures, size and cash compensation into the industry cap equations to arrive
at the company's allowable cap.

REPRICING PROVISIONS

Vote AGAINST plans that expressly permit the repricing of underwater stock
options without prior shareholder approval, even if the cost of the plan is
reasonable. Also, vote AGAINST OR WITHHOLD from members of the Compensation
Committee who approved and/or implemented an option exchange program by
repricing and buying out underwater options for stock, cash or other
consideration or canceling underwater options and regranting options with a
lower exercise price without prior shareholder approval, even if such repricings
are allowed in their equity plan.

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Vote AGAINST plans if the company has a history of repricing options without
shareholder approval, and the applicable listing standards would not preclude
them from doing so.

PAY-FOR-PERFORMANCE DISCONNECT Generally vote AGAINST plans in which:

- There is a disconnect between the CEO's pay and company performance
(an increase in pay and a decrease in performance);

- The main source of the pay increase (over half) is equity-based; and

- The CEO is a participant of the equity proposal.

Performance decreases are based on negative one- and three-year total
shareholder returns. CEO pay increases are based on the CEO's total direct
compensation (salary, cash bonus, value of non-equity incentive payouts, present
value of stock options, face value of restricted stock, target value of
performance-based awards, change in pension value and nonqualified deferred
compensation earnings, and all other compensation) increasing over the previous
year.

Vote AGAINST or WITHHOLD votes from the Compensation Committee members when the
company has a pay-for-performance disconnect.

On a CASE-BY-CASE basis, vote for equity plans and FOR compensation committee
members with a pay-for-performance disconnect if compensation committee members
can present strong and compelling evidence of improved committee performance.
This evidence must go beyond the usual compensation committee report disclosure.
This additional evidence necessary includes all of the following:

- The compensation committee has reviewed all components of the CEO's
compensation, including the following:

- Base salary, bonus, long-term incentives;

- Accumulative realized and unrealized stock option and
restricted stock gains;

- Dollar value of perquisites and other personal benefits to
the CEO and the total cost to the company;

- Earnings and accumulated payment obligations under the
company's nonqualified deferred compensation program;

- Actual projected payment obligations under the company's
supplemental executive retirement plan (SERPs).

- A tally sheet with all the above components should be disclosed for
the following termination scenarios:

- Payment if termination occurs within 12 months: $_____;

- Payment if "not for cause" termination occurs within 12
months: $_____;

- Payment if "change of control" termination occurs within 12
months: $_____.

- The compensation committee is committed to providing additional
information on the named executives' annual cash bonus program and/or
long-term incentive cash plan for the current fiscal year. The
compensation committee will provide full disclosure of the qualitative
and quantitative performance criteria and hurdle rates used to
determine the payouts of the cash program. From this

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disclosure, shareholders will know the minimum level of performance
required for any cash bonus to be delivered, as well as the maximum
cash bonus payable for superior performance.

The repetition of the compensation committee report does not meet ISS'
requirement of compelling and strong evidence of improved disclosure. The level
of transparency and disclosure is at the highest level where shareholders can
understand the mechanics of the annual cash bonus and/or long-term incentive
cash plan based on the additional disclosure.

- The compensation committee is committed to granting a substantial
portion of performance-based equity awards to the named executive
officers. A substantial portion of performance-based awards would be
at least 50 percent of the shares awarded to each of the named
executive officers. Performance-based equity awards are earned or paid
out based on the achievement of company performance targets. The
company will disclose the details of the performance criteria (e.g.,
return on equity) and the hurdle rates (e.g., 15 percent) associated
with the performance targets. From this disclosure, shareholders will
know the minimum level of performance required for any equity grants
to be made. The performance-based equity awards do not refer to
non-qualified stock options(3) or performance-accelerated grants.(4)
Instead, performance-based equity awards are performance-contingent
grants where the individual will not receive the equity grant by not
meeting the target performance and vice versa.

The level of transparency and disclosure is at the highest level where
shareholders can understand the mechanics of the performance-based equity awards
based on the additional disclosure.

- The compensation committee has the sole authority to hire and fire
outside compensation consultants. The role of the outside compensation
consultant is to assist the compensation committee to analyze
executive pay packages or contracts and understand the company's
financial measures.

THREE-YEAR BURN RATE/BURN RATE COMMITMENT

Generally vote AGAINST plans if the company's most recent three-year burn rate
exceeds one standard deviation in excess of the industry mean (per the following
Burn Rate Table) and is over 2 percent of common shares outstanding. The
three-year burn rate policy does not apply to non-employee director plans unless
outside directors receive a significant portion of shares each year.

The annual burn rate is calculated as follows:

Annual Burn rate = (# of options granted + # of full value shares awarded *
Multiplier) / Weighted Average common shares outstanding)

----------
(3) Non-qualified stock options are not performance-based awards unless the
grant or the vesting of the stock options is tied to the achievement of a
pre-determined and disclosed performance measure. A rising stock market
will generally increase share prices of all companies, despite of the
company's underlying performance.

(4) Performance-accelerated grants are awards that vest earlier based on the
achievement of a specified measure. However, these grants will ultimately
vest over time even without the attainment of the goal(s).

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However, vote FOR equity plans if the company fails this burn rate test but the
company commits in a public filing to a three-year average burn rate equal to
its GICS group burn rate mean plus one standard deviation (or 2%, whichever is
greater), assuming all other conditions for voting FOR the plan have been met.

If a company fails to fulfill its burn rate commitment, vote AGAINST or WITHHOLD
from the compensation committee.

2008 BURN RATE TABLE

RUSSELL 3000 NON-RUSSELL 3000
--------------------------- ---------------------------
STANDARD STANDARD
GICS DESCRIPTION MEAN DEVIATION MEAN+STDEV MEAN DEVIATION MEAN+STDEV
---- ---------------------------------------- ---- --------- ---------- ---- --------- ----------

1010 Energy 1.71% 1.39% 3.09% 2.12% 2.31% 4.43%
1510 Materials 1.16% 0.77% 1.93% 2.23% 2.26% 4.49%
2010 Capital Goods 1.51% 1.04% 2.55% 2.36% 2.03% 4.39%
2020 Commercial Services & Supplies 2.35% 1.70% 4.05% 2.20% 2.03% 4.23%
2030 Transportation 1.59% 1.22% 2.80% 2.02% 2.08% 4.10%
2510 Automobiles & Components 1.89% 1.10% 2.99% 1.73% 2.05% 3.78%
2520 Consumer Durables & Apparel 2.02% 1.31% 3.33% 2.10% 1.94% 4.04%
2530 Hotels Restaurants & Leisure 2.15% 1.18% 3.33% 2.32% 1.93% 4.25%
2540 Media 1.92% 1.35% 3.27% 3.33% 2.60% 5.93%
2550 Retailing 1.86% 1.04% 2.90% 3.15% 2.65% 5.80%
3010, 3020, 3030 Food & Staples Retailing 1.69% 1.23% 2.92% 1.82% 2.03% 3.85%
3510 Health Care Equipment & Services 2.90% 1.67% 4.57% 3.75% 2.65% 6.40%
3520 Pharmaceuticals & Biotechnology 3.30% 1.66% 4.96% 4.92% 3.77% 8.69%
4010 Banks 1.27% 0.88% 2.15% 1.07% 1.12% 2.19%
4020 Diversified Financials 2.45% 2.07% 4.52% 4.41% 5.31% 9.71%
4030 Insurance 1.21% 0.93% 2.14% 2.07% 2.28% 4.35%
4040 Real Estate 1.04% 0.81% 1.85% 0.80% 1.21% 2.02%
4510 Software & Services 3.81% 2.30% 6.11% 5.46% 3.81% 9.27%
4520 Technology Hardware & Equipment 3.07% 1.74% 4.80% 3.43% 2.40% 5.83%
4530 Semiconductors & Semiconductor Equipment 3.78% 1.81% 5.59% 4.51% 2.30% 6.81%
5010 Telecommunication Services 1.57% 1.23% 2.80% 2.69% 2.41% 5.10%
5510 Utilities 0.72% 0.50% 1.22% 0.59% 0.66% 1.25%

For companies that grant both full value awards and stock options to their
employees, apply a premium on full value awards for the past three fiscal years.
The guideline for applying the premium is as follows:

ANNUAL STOCK PRICE VOLATILITY MULTIPLIER
----------------------------- --------------------------------------------------

54.6% and higher 1 full-value award will count as 1.5 option shares
36.1% or higher and less than 54.6% 1 full-value award will count as 2.0 option shares
24.9% or higher and less than 36.1% 1 full-value award will count as 2.5 option shares
16.5% or higher and less than 24.9% 1 full-value award will count as 3.0 option shares
7.9% or higher and less than 16.5% 1 full-value award will count as 3.5 option shares
Less than 7.9% 1 full-value award will count as 4.0 option shares

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POOR PAY PRACTICES

Vote AGAINST or WITHHOLD from compensation committee members, CEO, and
potentially the entire board, if the company has poor compensation practices.
Vote AGAINST equity plans if the plan is a vehicle for poor compensation
practices.

The following practices, while not exhaustive, are examples of poor compensation
practices that may warrant voting against or withholding votes:

- Egregious employment contracts:

- Contracts containing multi-year guarantees for salary increases,
bonuses, and equity compensation;

- Excessive perks:

- Overly generous cost and/or reimbursement of taxes for personal
use of corporate aircraft, personal security systems maintenance
and/or installation, car allowances, and/or other excessive
arrangements relative to base salary;

- Abnormally large bonus payouts without justifiable performance linkage
or proper disclosure:

- Performance metrics that are changed, canceled, or replaced
during the performance period without adequate explanation of the
action and the link to performance;

- Egregious pension/SERP (supplemental executive retirement plan)
payouts:

- Inclusion of additional years of service not worked that result
in significant payouts

- Inclusion of performance-based equity awards in the pension
calculation;

- New CEO with overly generous new hire package:

- Excessive "make whole" provisions;

- Any of the poor pay practices listed in this policy;

- Excessive severance and/or change-in-control provisions:

- Inclusion of excessive change-in-control or severance payments,
especially those with a multiple in excess of 3X cash pay;

- Severance paid for a "performance termination," (i.e., due to the
executive's failure to perform job functions at the appropriate
level);

- Change-in-control payouts without loss of job or substantial
diminution of job duties (single-triggered);

- Perquisites for former executives such as car allowances,
personal use of corporate aircraft, or other inappropriate
arrangements;

- Poor disclosure practices:

- Unclear explanation of how the CEO is involved in the pay setting
process;

- Retrospective performance targets and methodology not discussed;

- Methodology for benchmarking practices and/or peer group not
disclosed and explained;

- Internal Pay Disparity:

- Excessive differential between CEO total pay and that of next
highest-paid named executive officer (NEO);

- Options backdating (covered in a separate policy);

- Other excessive compensation payouts or poor pay practices at the
company.

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SPECIFIC TREATMENT OF CERTAIN AWARD TYPES IN EQUITY PLAN EVALUATIONS:

DIVIDEND EQUIVALENT RIGHTS

Options that have Dividend Equivalent Rights (DERs) associated with them will
have a higher calculated award value than those without DERs under the binomial
model, based on the value of these dividend streams. The higher value will be
applied to new shares, shares available under existing plans, and shares awarded
but not exercised per the plan specifications. DERS transfer more shareholder
equity to employees and non-employee directors and this cost should be captured.

LIBERAL SHARE RECYCLING PROVISIONS

Under net share counting provisions, shares tendered by an option holder to pay
for the exercise of an option, shares withheld for taxes or shares repurchased
by the company on the open market can be recycled back into the equity plan for
awarding again. All awards with such provisions should be valued as full-value
awards. Stock-settled stock appreciation rights (SSARs) will also be considered
as full-value awards if a company counts only the net shares issued to employees
towards their plan reserve.

OPTION OVERHANG COST

Companies with sustained positive stock performance and high overhang cost (the
overhang alone exceeds the allowable cap) attributable to in-the-money options
outstanding in excess of six years may warrant a carve-out of these options from
the overhang as long as the dilution attributable to the new share request is
reasonable and the company exhibits sound compensation practices. Consider, on a
CASE-BY-CASE basis, a carve-out of a portion of cost attributable to overhang,
considering the following criteria:

- PERFORMANCE: Companies with sustained positive stock performance will
merit greater scrutiny. Five-year total shareholder return (TSR),
year-over-year performance, and peer performance could play a
significant role in this determination.

- OVERHANG DISCLOSURE: Assess whether optionees have held in-the-money
options for a prolonged period (thus reflecting their confidence in
the prospects of the company). Note that this assessment would require
additional disclosure regarding a company's overhang. Specifically,
the following disclosure would be required:

- The number of in-the-money options outstanding in excess of
six or more years with a corresponding weighted average
exercise price and weighted average contractual remaining
term;

- The number of all options outstanding less than six years
and underwater options outstanding in excess of six years
with a corresponding weighted average exercise price and
weighted average contractual remaining term;

- The general vesting provisions of option grants; and

- The distribution of outstanding option grants with respect
to the named executive officers;

- DILUTION: Calculate the expected duration of the new share request in
addition to all shares currently available for grant under the equity
compensation program, based on the company's three-year average burn
rate (or a burn-rate commitment that the company makes for future
years). The expected duration will be calculated by multiplying the
company's unadjusted (options and full-value awards accounted on a
one-for-one basis) three-year average burn rate by the most recent
fiscal year's weighted average shares outstanding (as used in the
company's calculation of basic EPS) and divide the

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sum of the new share request and all available shares under the
company's equity compensation program by the product. For example, an
expected duration in excess of five years could be considered
problematic; and

- COMPENSATION PRACTICES: An evaluation of overall practices could
include: (1) stock option repricing provisions, (2) high concentration
ratios (of grants to top executives), or (3) additional practices
outlined in the Poor Pay Practices policy.

OTHER COMPENSATION PROPOSALS AND POLICIES

401(K) EMPLOYEE BENEFIT PLANS

Vote FOR proposals to implement a 401(k) savings plan for employees.

ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY) MANAGEMENT PROPOSALS

Vote CASE-BY-CASE on management proposals for an advisory vote on executive
compensation. Vote AGAINST these resolutions in cases where boards have failed
to demonstrate good stewardship of investors' interests regarding executive
compensation practices. The following principles and factors should be
considered:

1. The following FIVE GLOBAL PRINCIPLES apply to all markets:

- Maintain appropriate pay-for-performance alignment with emphasis on
long-term shareholder value: This principle encompasses overall
executive pay practices, which must be designed to attract, retain,
and appropriately motivate the key employees who drive shareholder
value creation over the long term. It will take into consideration,
among other factors: the linkage between pay and performance; the mix
between fixed and variable pay; performance goals; and equity-based
plan costs;

- Avoid arrangements that risk "pay for failure": This principle
addresses the use and appropriateness of long or indefinite contracts,
excessive severance packages, and guaranteed compensation;

- Maintain an independent and effective compensation committee: This
principle promotes oversight of executive pay programs by directors
with appropriate skills, knowledge, experience, and a sound process
for compensation decision-making (e.g., including access to
independent expertise and advice when needed);

- Provide shareholders with clear, comprehensive compensation
disclosures: This principle underscores the importance of informative
and timely disclosures that enable shareholders to evaluate executive
pay practices fully and fairly;

- Avoid inappropriate pay to non-executive directors: This principle
recognizes the interests of shareholders in ensuring that compensation
to outside directors does not compromise their independence and
ability to make appropriate judgments in overseeing managers' pay and
performance. At the market level, it may incorporate a variety of
generally accepted best practices.

2. For U.S. companies, vote CASE-BY-CASE considering the following factors in
the context of each company's specific circumstances and the board's disclosed
rationale for its practices:

RELATIVE CONSIDERATIONS:

- Assessment of performance metrics relative to business strategy, as
discussed and explained in the CD & A;

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- Evaluation of peer groups used to set target pay or award
opportunities;

- Alignment of company performance and executive pay trends over time
(e.g., performance down: pay down);

- Assessment of disparity between total pay of the CEO and other Named
Executive Officers (NEOs).

DESIGN CONSIDERATIONS:

- Balance of fixed versus performance-driven pay;

- Assessment of excessive practices with respect to perks, severance
packages, supplemental executive pension plans, and burn rates.

COMMUNICATION CONSIDERATIONS:

- Evaluation of information and board rationale provided in CD&A about
how compensation is determined (e.g., why certain elements and pay
targets are used, and specific incentive plan goals, especially
retrospective goals);

- Assessment of board's responsiveness to investor input and engagement
on compensation issues (e.g., in responding to majority-supported
shareholder proposals on executive pay topics).

DIRECTOR COMPENSATION

Vote CASE-BY-CASE on compensation plans for non-employee directors, based on the
cost of the plans against the company's allowable cap.

On occasion, director stock plans that set aside a relatively small number of
shares when combined with employee or executive stock compensation plans will
exceed the allowable cap. Vote for the plan if ALL of the following qualitative
factors in the board's compensation are met and disclosed in the proxy
statement:

- Director stock ownership guidelines with a minimum of three times the
annual cash retainer.

- Vesting schedule or mandatory holding/deferral period:

- A minimum vesting of three years for stock options or restricted
stock; or

- Deferred stock payable at the end of a three-year deferral
period.

- Mix between cash and equity:

- A balanced mix of cash and equity, for example 40% cash/60%
equity or 50% cash/50% equity; or

- If the mix is heavier on the equity component, the vesting
schedule or deferral period should be more stringent, with the
lesser of five years or the term of directorship.

- No retirement/benefits and perquisites provided to non-employee
directors; and

- Detailed disclosure provided on cash and equity compensation delivered
to each non-employee director for the most recent fiscal year in a
table. The column headers for the table may include the following:
name of each non-employee director, annual retainer, board meeting
fees, committee retainer, committee-meeting fees, and equity grants.

DIRECTOR RETIREMENT PLANS

Vote AGAINST retirement plans for non-employee directors.

Vote FOR shareholder proposals to eliminate retirement plans for non-employee
directors.

EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)

Vote FOR proposals to implement an ESOP or increase authorized shares for
existing ESOPs, unless the number of shares allocated to the ESOP is excessive
(more than five percent of outstanding shares).

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EMPLOYEE STOCK PURCHASE PLANS-- QUALIFIED PLANS

Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR employee
stock purchase plans where all of the following apply:

- Purchase price is at least 85 percent of fair market value;

- Offering period is 27 months or less; and

- The number of shares allocated to the plan is ten percent or less of
the outstanding shares.

Vote AGAINST qualified employee stock purchase plans where any of the following
apply:

- Purchase price is less than 85 percent of fair market value; or

- Offering period is greater than 27 months; or

- The number of shares allocated to the plan is more than ten percent of
the outstanding shares.

EMPLOYEE STOCK PURCHASE PLANS-- NON-QUALIFIED PLANS

Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR
nonqualified employee stock purchase plans with all the following features:

- Broad-based participation (i.e., all employees of the company with the
exclusion of individuals with 5 percent or more of beneficial
ownership of the company);

- Limits on employee contribution, which may be a fixed dollar amount or
expressed as a percent of base salary;

- Company matching contribution up to 25 percent of employee's
contribution, which is effectively a discount of 20 percent from
market value;

- No discount on the stock price on the date of purchase since there is
a company matching contribution.

Vote AGAINST nonqualified employee stock purchase plans when any of the plan
features do not meet the above criteria. If the company matching contribution
exceeds 25 percent of employee's contribution, evaluate the cost of the plan
against its allowable cap.

INCENTIVE BONUS PLANS AND TAX DEDUCTIBILITY PROPOSALS (OBRA-RELATED COMPENSATION
PROPOSALS)

Vote FOR proposals that simply amend shareholder-approved compensation plans to
include administrative features or place a cap on the annual grants any one
participant may receive to comply with the provisions of Section 162(m) of the
Internal Revenue Code.

Vote FOR proposals to add performance goals to existing compensation plans to
comply with the provisions of Section 162(m) unless they are clearly
inappropriate.

Vote CASE-BY-CASE on amendments to existing plans to increase shares reserved
and to qualify for favorable tax treatment under the provisions of Section
162(m) as long as the plan does not exceed the allowable cap and the plan does
not violate any of the supplemental policies.

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Generally vote FOR cash or cash and stock bonus plans that are submitted to
shareholders for the purpose of exempting compensation from taxes under the
provisions of Section 162(m) if no increase in shares is requested.

OPTIONS BACKDATING

In cases where a company has practiced options backdating, vote AGAINST or
WITHHOLD on a CASE-BY-CASE basis from the members of the compensation committee,
depending on the severity of the practices and the subsequent corrective actions
on the part of the board. Vote AGAINST or WITHHOLD from the compensation
committee members who oversaw the questionable options grant practices or from
current compensation committee members who fail to respond to the issue
proactively, depending on several factors, including, but not limited to:

- Reason and motive for the options backdating issue, such as
inadvertent vs. deliberate grant date changes;

- Length of time of options backdating;

- Size of restatement due to options backdating;

- Corrective actions taken by the board or compensation committee, such
as canceling or repricing backdated options, or recoupment of option
gains on backdated grants;

- Adoption of a grant policy that prohibits backdating, and creation of
a fixed grant schedule or window period for equity grants going
forward.

OPTION EXCHANGE PROGRAMS/REPRICING OPTIONS

Vote CASE-by-CASE on management proposals seeking approval to exchange/reprice
options taking into consideration:

- Historic trading patterns--the stock price should not be so volatile
that the options are likely to be back "in-the-money" over the near
term;

- Rationale for the re-pricing--was the stock price decline beyond
management's control?

- Is this a value-for-value exchange?

- Are surrendered stock options added back to the plan reserve?

- Option vesting--does the new option vest immediately or is there a
black-out period?

- Term of the option--the term should remain the same as that of the
replaced option;

- Exercise price--should be set at fair market or a premium to market;

- Participants--executive officers and directors should be excluded.

If the surrendered options are added back to the equity plans for re-issuance,
then also take into consideration the company's three-year average burn rate.

In addition to the above considerations, evaluate the intent, rationale, and
timing of the repricing proposal. The proposal should clearly articulate why the
board is choosing to conduct an exchange program at this point in time.
Repricing underwater options after a recent precipitous drop in the company's
stock price demonstrates poor timing. Repricing after a recent decline in stock
price triggers additional scrutiny and a potential AGAINST vote on the proposal.
At a minimum, the decline should not have happened within the past year. Also,
consider the terms of the surrendered options, such as the grant date, exercise
price and vesting schedule. Grant dates of surrendered options should be far
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suggest that repricings are being done to take advantage of short-term downward
price movements. Similarly, the exercise price of surrendered options should be
above the 52-week high for the stock price.

Vote FOR shareholder proposals to put option repricings to a shareholder vote.

STOCK PLANS IN LIEU OF CASH

Vote CASE-by-CASE on plans that provide participants with the option of taking
all or a portion of their cash compensation in the form of stock.

Vote FOR non-employee director-only equity plans that provide a
dollar-for-dollar cash-for-stock exchange.

Vote CASE-by-CASE on plans which do not provide a dollar-for-dollar cash for
stock exchange. In cases where the exchange is not dollar-for-dollar, the
request for new or additional shares for such equity program will be considered
using the binomial option pricing model. In an effort to capture the total cost
of total compensation, ISS will not make any adjustments to carve out the
in-lieu-of cash compensation.

TRANSFER PROGRAMS OF STOCK OPTIONS

One-time Transfers: Vote AGAINST or WITHHOLD from compensation committee members
if they fail to submit one-time transfers to shareholders for approval.

Vote CASE-BY-CASE on one-time transfers. Vote FOR if:

- Executive officers and non-employee directors are excluded from
participating;

- Stock options are purchased by third-party financial institutions at a
discount to their fair value using option pricing models such as
Black-Scholes or a Binomial Option Valuation or other appropriate
financial models;

- There is a two-year minimum holding period for sale proceeds (cash or
stock) for all participants.

Additionally, management should provide a clear explanation of why options are
being transferred and whether the events leading up to the decline in stock
price were beyond management's control. A review of the company's historic stock
price volatility should indicate if the options are likely to be back
"in-the-money" over the near term.

Ongoing TSO program: Vote against equity plan proposals if the details of
ongoing TSO programs are not provided to shareholders. Since TSOs will be one of
the award types under a stock plan, the ongoing TSO program, structure and
mechanics must be disclosed to shareholders. The specific criteria to be
considered in evaluating these proposals include, but not limited, to the
following:

- Eligibility;

- Vesting;

- Bid-price;

- Term of options;

- Transfer value to third-party financial institution, employees and the
company.

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Amendments to existing plans that allow for introduction of transferability of
stock options should make clear that only options granted post-amendment shall
be transferable.

SHAREHOLDER PROPOSALS ON COMPENSATION

ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

Generally, vote FOR shareholder proposals that call for non-binding shareholder
ratification of the compensation of the Named Executive Officers and the
accompanying narrative disclosure of material factors provided to understand the
Summary Compensation Table.

COMPENSATION CONSULTANTS- DISCLOSURE OF BOARD OR COMPANY'S UTILIZATION

Generally vote FOR shareholder proposals seeking disclosure regarding the
Company, Board, or Compensation Committee's use of compensation consultants,
such as company name, business relationship(s) and fees paid.

DISCLOSURE/SETTING LEVELS OR TYPES OF COMPENSATION FOR EXECUTIVES AND DIRECTORS

Generally, vote FOR shareholder proposals seeking additional disclosure of
executive and director pay information, provided the information requested is
relevant to shareholders' needs, would not put the company at a competitive
disadvantage relative to its industry, and is not unduly burdensome to the
company.

Vote AGAINST shareholder proposals seeking to set absolute levels on
compensation or otherwise dictate the amount or form of compensation.

Vote AGAINST shareholder proposals requiring director fees be paid in stock
only.

Vote CASE-BY-CASE on all other shareholder proposals regarding executive and
director pay, taking into account company performance, pay level versus peers,
pay level versus industry, and long-term corporate outlook.

PAY FOR SUPERIOR PERFORMANCE

Generally vote FOR shareholder proposals based on a case-by-case analysis that
requests the board establish a pay-for-superior performance standard in the
company's executive compensation plan for senior executives. The proposal has
the following principles:

- Sets compensation targets for the Plan's annual and long-term
incentive pay components at or below the peer group median;

- Delivers a majority of the Plan's target long-term compensation
through performance-vested, not simply time-vested, equity awards;

- Provides the strategic rationale and relative weightings of the
financial and non-financial performance metrics or criteria used in
the annual and performance-vested long-term incentive components of
the plan;

- Establishes performance targets for each plan financial metric
relative to the performance of the company's peer companies;

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- Limits payment under the annual and performance-vested long-term
incentive components of the plan to when the company's performance on
its selected financial performance metrics exceeds peer group median
performance.

Consider the following factors in evaluating this proposal:

- What aspects of the company's annual and long-term equity incentive
programs are performance driven?

- If the annual and long-term equity incentive programs are performance
driven, are the performance criteria and hurdle rates disclosed to
shareholders or are they benchmarked against a disclosed peer group?

- Can shareholders assess the correlation between pay and performance
based on the current disclosure?

- What type of industry and stage of business cycle does the company
belong to?

PERFORMANCE-BASED AWARDS

Vote CASE-BY-CASE on shareholder proposal requesting that a significant amount
of future long-term incentive compensation awarded to senior executives shall be
performance-based and requesting that the board adopt and disclose challenging
performance metrics to shareholders, based on the following analytical steps:

- First, vote FOR shareholder proposals advocating the use of
performance-based equity awards, such as performance contingent options or
restricted stock, indexed options or premium-priced options, unless the
proposal is overly restrictive or if the company has demonstrated that it
is using a "substantial" portion of performance-based awards for its top
executives. Standard stock options and performance-accelerated awards do
not meet the criteria to be considered as performance-based awards.
Further, premium-priced options should have a premium of at least 25
percent and higher to be considered performance-based awards.

- Second, assess the rigor of the company's performance-based equity program.
If the bar set for the performance-based program is too low based on the
company's historical or peer group comparison, generally vote FOR the
proposal. Furthermore, if target performance results in an above target
payout, vote FOR the shareholder proposal due to program's poor design. If
the company does not disclose the performance metric of the
performance-based equity program, vote FOR the shareholder proposal
regardless of the outcome of the first step to the test.

In general, vote FOR the shareholder proposal if the company does not meet both
of the above two steps.

PENSION PLAN INCOME ACCOUNTING

Generally vote FOR shareholder proposals to exclude pension plan income in the
calculation of earnings used in determining executive bonuses/compensation.

PRE-ARRANGED TRADING PLANS (10B5-1 PLANS)

Generally vote FOR shareholder proposals calling for certain principles
regarding the use of prearranged trading plans (10b5-1 plans) for executives.
These principles include:

- Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed
within two business days in a Form 8-K;

- Amendment or early termination of a 10b5-1 Plan is allowed only under
extraordinary circumstances, as determined by the board;

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- Ninety days must elapse between adoption or amendment of a 10b5-1 Plan
and initial trading under the plan;

- Reports on Form 4 must identify transactions made pursuant to a 10b5-1
Plan;

- An executive may not trade in company stock outside the 10b5-1 Plan.

- Trades under a 10b5-1 Plan must be handled by a broker who does not
handle other securities transactions for the executive.

RECOUP BONUSES

Vote on a CASE-BY-CASE on proposals to recoup unearned incentive bonuses or
other incentive payments made to senior executives if it is later determined
that fraud, misconduct, or negligence significantly contributed to a restatement
of financial results that led to the awarding of unearned incentive
compensation, taking into consideration:

- If the company has adopted a formal recoupment bonus policy; or

- If the company has chronic restatement history or material financial
problems.

SEVERANCE AGREEMENTS FOR EXECUTIVES/GOLDEN PARACHUTES

Vote FOR shareholder proposals requiring that golden parachutes or executive
severance agreements be submitted for shareholder ratification, unless the
proposal requires shareholder approval prior to entering into employment
contracts.

Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes.
An acceptable parachute should include, but is not limited to, the following:

- The triggering mechanism should be beyond the control of management;

- The amount should not exceed three times base amount (defined as the
average annual taxable W-2 compensation during the five years prior to
the year in which the change of control occurs;

- Change-in-control payments should be double-triggered, i.e., (1) after
a change in control has taken place, and (2) termination of the
executive as a result of the change in control. Change in control is
defined as a change in the company ownership structure.

SHARE BUYBACK HOLDING PERIODS

Generally vote AGAINST shareholder proposals prohibiting executives from selling
shares of company stock during periods in which the company has announced that
it may or will be repurchasing shares of its stock. Vote FOR the proposal when
there is a pattern of abuse by executives exercising options or selling shares
during periods of share buybacks.

STOCK OWNERSHIP OR HOLDING PERIOD GUIDELINES

Generally vote AGAINST shareholder proposals that mandate a minimum amount of
stock that directors must own in order to qualify as a director or to remain on
the board. While ISS favors stock ownership on the part of directors, the
company should determine the appropriate ownership requirement.

Vote CASE-BY-CASE on shareholder proposals asking companies to adopt holding
period or retention ratios for their executives, taking into account:

- Whether the company has any holding period, retention ratio, or
officer ownership requirements in place. These should consist of:

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- Rigorous stock ownership guidelines, or

- A short-term holding period requirement (six months to one
year) coupled with a significant long-term ownership
requirement, or

- A meaningful retention ratio,

- Actual officer stock ownership and the degree to which it meets or
exceeds the proponent's suggested holding period/retention ratio or
the company's own stock ownership or retention requirements.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS (SERPS)

Generally vote FOR shareholder proposals requesting to put extraordinary
benefits contained in SERP agreements to a shareholder vote unless the company's
executive pension plans do not contain excessive benefits beyond what is offered
under employee-wide plans.

Generally vote FOR shareholder proposals requesting to limit the executive
benefits provided under the company's supplemental executive retirement plan
(SERP) by limiting covered compensation to a senior executive's annual salary
and excluding of all incentive or bonus pay from the plan's definition of
covered compensation used to establish such benefits.

TAX GROSS-UP PROPOSALS

Generally vote FOR proposals calling for companies to adopt a policy of not
providing tax gross-up payments to executives, except in situations where
gross-ups are provided pursuant to a plan, policy, or arrangement applicable to
management employees of the company, such as a relocation or expatriate tax
equalization policy.

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9. Corporate Social Responsibility (CSR) Issues

ANIMAL WELFARE

ANIMAL TESTING

Generally vote AGAINST proposals to phase out the use of animals in product
testing unless:

- The company is conducting animal testing programs that are unnecessary
or not required by regulation;

- The company is conducting animal testing when suitable alternatives
are accepted and used at peer firms;

- The company has been the subject of recent, significant controversy
related to its testing programs.

ANIMAL WELFARE POLICIES

Generally vote FOR proposals seeking a report on the company's animal welfare
standards unless:

- The company has already published a set of animal welfare standards
and monitors compliance;

- The company's standards are comparable to or better than those of peer
firms; and

- There are no recent, significant fines or litigation related to the
company's treatment of animals.

CONTROLLED ATMOSPHERE KILLING (CAK)

Generally vote AGAINST proposals requesting the implementation of CAK methods at
company and/or supplier operations unless such methods are required by
legislation or generally accepted as the industry standard.

Vote CASE-BY-CASE on proposals requesting a report on the feasibility of
implementing CAK methods, considering the availability of existing research
conducted by the company or industry groups on this topic and any fines or
litigation related to current animal processing procedures at the company.

CONSUMER ISSUES

GENETICALLY MODIFIED INGREDIENTS

Generally, vote AGAINST proposals asking restaurants and food retail companies
to voluntarily label genetically engineered (GE) ingredients in their products
or alternatively to provide interim labeling and eventually eliminate GE
ingredients due to the costs and feasibility of labeling and/or phasing out the
use of GE ingredients.

Vote CASE-BY CASE on proposals asking food supply and genetic research companies
to voluntarily label genetically engineered (GE) ingredients in their products
or alternatively to provide interim labeling and eventually eliminate GE
ingredients due to the costs and feasibility of labeling and/or phasing out the
use of GE ingredients.

Vote CASE-BY-CASE on proposals asking for a report on the feasibility of
labeling products containing GE ingredients taking into account:

- The relevance of the proposal in terms of the company's business and
the proportion of it affected by the resolution;

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- The quality of the company's disclosure on GE product labeling and
related voluntary initiatives and how this disclosure compares with
peer company disclosure;

- Company's current disclosure on the feasibility of GE product
labeling, including information on the related costs;

- Any voluntary labeling initiatives undertaken or considered by the
company.

Generally vote AGAINST proposals seeking a report on the health and
environmental effects of genetically modified organisms (GMOs). Health studies
of this sort are better undertaken by regulators and the scientific community.

Generally vote AGAINST proposals to completely phase out GE ingredients from the
company's products or proposals asking for reports outlining the steps necessary
to eliminate GE ingredients from the company's products. Such resolutions
presuppose that there are proven health risks to GE ingredients (an issue better
left to federal regulators) that outweigh the economic benefits derived from
biotechnology.

CONSUMER LENDING

Vote CASE-BY CASE on requests for reports on the company's lending guidelines
and procedures, including the establishment of a board committee for oversight,
taking into account:

- Whether the company has adequately disclosed mechanisms in place to
prevent abusive lending practices;

- Whether the company has adequately disclosed the financial risks of
the lending products in question;

- Whether the company has been subject to violations of lending laws or
serious lending controversies;

- Peer companies' policies to prevent abusive lending practices.

PHARMACEUTICAL PRICING

Generally vote AGAINST proposals requesting that companies implement specific
price restraints on pharmaceutical products unless the company fails to adhere
to legislative guidelines or industry norms in its product pricing.

Vote CASE-BY-CASE on proposals requesting that the company evaluate their
product pricing considering:

- The existing level of disclosure on pricing policies;

- Deviation from established industry pricing norms;

- The company's existing initiatives to provide its products to needy
consumers;

- Whether the proposal focuses on specific products or geographic
regions.

PHARMACEUTICAL PRODUCT REIMPORTATION

Generally vote FOR proposals requesting that companies report on the financial
and legal impact of their policies regarding prescription drug reimportation
unless such information is already publicly disclosed.

Generally vote AGAINST proposals requesting that companies adopt specific
policies to encourage or constrain prescription drug reimportation.

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PRODUCT SAFETY AND TOXIC MATERIALS

Generally vote FOR proposals requesting the company to report on its policies,
initiatives/procedures, and oversight mechanisms related to toxic materials
and/or product safety in its supply chain, unless:

- The company already discloses similar information through existing
reports or policies such as a Supplier Code of Conduct and/or a
sustainability report;

- The company has formally committed to the implementation of a toxic
materials and/or product safety and supply chain reporting and
monitoring program based on industry norms or similar standards within
a specified time frame; and

- The company has not been recently involved in relevant significant
controversies or violations.

Vote CASE-BY-CASE on resolutions requesting that companies develop a feasibility
assessment to phase-out of certain toxic chemicals and/or evaluate and disclose
the potential financial and legal risks associated with utilizing certain
chemicals, considering:

- Current regulations in the markets in which the company operates;

- Recent significant controversy, litigation, or fines stemming from
toxic chemicals or ingredients at the company; and

- The current level of disclosure on this topic.

Generally vote AGAINST resolutions requiring that a company reformulate its
products.

TOBACCO

Most tobacco-related proposals should be evaluated on a CASE-BY-CASE basis,
taking into account the following factors:

Advertising to youth:

- Whether the company complies with federal, state, and local laws on
the marketing of tobacco or if it has been fined for violations;

- Whether the company has gone as far as peers in restricting
advertising;

- Whether the company entered into the Master Settlement Agreement,
which restricts marketing of tobacco to youth;

- Whether restrictions on marketing to youth extend to foreign
countries.

Cease production of tobacco-related products or avoid selling products to
tobacco companies:

- The percentage of the company's business affected;

- The economic loss of eliminating the business versus any potential
tobacco-related liabilities.

Investment in tobacco-related stocks or businesses:

Vote AGAINST proposals prohibiting investment in tobacco equities. Such
decisions are better left to portfolio managers.

Second-hand smoke:

- Whether the company complies with all local ordinances and
regulations;

- The degree that voluntary restrictions beyond those mandated by law
might hurt the company's competitiveness;

- The risk of any health-related liabilities.

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Spin-off tobacco-related businesses:

- The percentage of the company's business affected;

- The feasibility of a spin-off;

- Potential future liabilities related to the company's tobacco
business.

Stronger product warnings:

Vote AGAINST proposals seeking stronger product warnings. Such decisions are
better left to public health authorities.

DIVERSITY

BOARD DIVERSITY

Generally vote FOR reports on the company's efforts to diversify the board,
unless:

- The board composition is reasonably inclusive in relation to companies
of similar size and business; or

- The board already reports on its nominating procedures and diversity
initiatives.

Generally vote AGAINST proposals that would call for the adoption of specific
committee charter language regarding diversity initiatives unless the company
fails to publicly disclose existing equal opportunity or non-discrimination
policies.

Vote CASE-BY-CASE on proposals asking the company to increase the representation
of women and minorities on the board, taking into account:

- The degree of board diversity;

- Comparison with peer companies;

- Established process for improving board diversity;

- Existence of independent nominating committee;

- Use of outside search firm;

- History of EEO violations.

EQUALITY OF OPPORTUNITY AND GLASS CEILING

Generally vote FOR reports outlining the company's equal opportunity initiatives
unless all of the following apply:

- The company has well-documented equal opportunity programs;

- The company already publicly reports on its diversity initiatives
and/or provides data on its workforce diversity; and

- The company has no recent EEO-related violations or litigation.

Generally vote FOR requests for reports outlining the company's progress towards
the Glass Ceiling Commission's business recommendations, unless:

- The composition of senior management and the board is fairly
inclusive;

- The company has well-documented programs addressing diversity
initiatives and leadership development;

- The company already publicly reports on its company-wide
affirmative-action initiatives and provides data on its workforce
diversity; and

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- The company has had no recent, significant EEO-related violations or
litigation.

Vote CASE-BY-CASE on proposals requesting disclosure of a company's EEO1 data or
the composition of the company's workforce considering:

- Existing disclosure on the company's diversity initiatives and
policies;

- Any recent, significant violations or litigation related to
discrimination at the company.

Generally vote AGAINST proposals seeking information on the diversity efforts of
suppliers and service providers, which can pose a significant cost and
administration burden on the company.

SEXUAL ORIENTATION AND DOMESTIC PARTNER BENEFITS

Generally, vote FOR proposals seeking to amend a company's EEO statement in
order to prohibit discrimination based on sexual orientation, unless the change
would result in excessive costs for the company.

Generally vote AGAINST proposals to extend company benefits to, or eliminate
benefits from domestic partners. Benefits decisions should be left to the
discretion of the company.

CLIMATE CHANGE AND THE ENVIRONMENT

CLIMATE CHANGE

In general, vote FOR resolutions requesting that a company disclose information
on the impact of climate change on the company's operations unless:

- The company already provides current, publicly-available information
on the perceived impact that climate change may have on the company as
well as associated policies and procedures to address such risks
and/or opportunities;

- The company's level of disclosure is comparable to or better than
information provided by industry peers; and

- There are no significant fines, penalties, or litigation associated
with the company's environmental performance.

CONCENTRATED AREA FEEDING OPERATIONS (CAFO)

Generally vote FOR resolutions requesting that companies report to shareholders
on the risks and liabilities associated with CAFOs unless:

- The company has publicly disclosed guidelines for its corporate and
contract farming operations, including compliance monitoring; or

- The company does not directly source from CAFOs.

ENERGY EFFICIENCY

Vote CASE-BY-CASE on proposals requesting a company report on its energy
efficiency policies, considering:

- The current level of disclosure related to energy efficiency policies,
initiatives, and performance measures;

- The company's level of participation in voluntary energy efficiency
programs and initiatives;

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- The company's compliance with applicable legislation and/or
regulations regarding energy efficiency; and

- The company's energy efficiency policies and initiatives relative to
industry peers.

FACILITY SAFETY (NUCLEAR AND CHEMICAL PLANT SAFETY)

Vote CASE-BY-CASE on resolutions requesting that companies report on risks
associated with their operations and/or facilities, considering:

- The company's compliance with applicable regulations and guidelines;

- The level of existing disclosure related to security and safety
policies, procedures, and compliance monitoring; and,

- The existence of recent, significant violations, fines, or controversy
related to the safety and security of the company's operations and/or
facilities.

GENERAL ENVIRONMENTAL REPORTING

Generally vote FOR requests for reports disclosing the company's environmental
policies unless it already has well-documented environmental management systems
that are available to the public.

GREENHOUSE GAS EMISSIONS

Generally vote FOR proposals requesting a report on greenhouse gas emissions
from company operations and/or products unless this information is already
publicly disclosed or such factors are not integral to the company's line of
business.

Generally vote AGAINST proposals that call for reduction in greenhouse gas
emissions by specified amounts or within a restrictive time frame unless the
company lags industry standards and has been the subject of recent, significant
fines or litigation resulting from greenhouse gas emissions.

OPERATIONS IN PROTECTED AREAS

Generally vote FOR requests for reports outlining potential environmental damage
from operations in protected regions unless:

- Operations in the specified regions are not permitted by current laws
or regulations;

- The company does not currently have operations or plans to develop
operations in these protected regions; or,

- The company provides disclosure on its operations and environmental
policies in these regions comparable to industry peers.

RECYCLING

Vote CASE-BY-CASE on proposals to adopt a comprehensive recycling strategy,
taking into account:

- The nature of the company's business and the percentage affected;

- The extent that peer companies are recycling;

- The timetable prescribed by the proposal;

- The costs and methods of implementation;

- Whether the company has a poor environmental track record, such as
violations of applicable regulations.

RENEWABLE ENERGY

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In general, vote FOR requests for reports on the feasibility of developing
renewable energy sources unless the report is duplicative of existing disclosure
or irrelevant to the company's line of business.

Generally vote AGAINST proposals requesting that the company invest in renewable
energy sources. Such decisions are best left to management's evaluation of the
feasibility and financial impact that such programs may have on the company.

GENERAL CORPORATE ISSUES

CHARITABLE CONTRIBUTIONS

Vote AGAINST proposals restricting the company from making charitable
contributions.

Charitable contributions are generally useful for assisting worthwhile causes
and for creating goodwill in the community. In the absence of bad faith,
self-dealing, or gross negligence, management should determine which
contributions are in the best interests of the company.

CSR COMPENSATION-RELATED PROPOSALS

Vote CASE-BY-CASE on proposals to review ways of linking executive compensation
to social factors, such as corporate downsizings, customer or employee
satisfaction, community involvement, human rights, environmental performance,
predatory lending, and executive/employee pay disparities. Such resolutions
should be evaluated in the context of:

- The relevance of the issue to be linked to pay;

- The degree that social performance is already included in the
company's pay structure and disclosed;

- The degree that social performance is used by peer companies in
setting pay;

- Violations or complaints filed against the company relating to the
particular social performance measure;

- Artificial limits sought by the proposal, such as freezing or capping
executive pay;

- Independence of the compensation committee;

- Current company pay levels.

Generally vote AGAINST proposals calling for an analysis of the pay disparity
between corporate executives and other employees as such comparisons may be
arbitrary in nature and/or provide information of limited value to shareholders.

HIV/AIDS

Vote CASE-BY-CASE on requests for reports outlining the impact of the health
pandemic (HIV/AIDS, malaria and tuberculosis) on the company's Sub-Saharan
operations and how the company is responding to it, taking into account:

- The nature and size of the company's operations in Sub-Saharan Africa
and the number of local employees;

- The company's existing healthcare policies, including benefits and
healthcare access for local workers; and

- Company donations to healthcare providers operating in the region.

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Vote AGAINST proposals asking companies to establish, implement, and report on a
standard of response to the HIV/AIDS, TB, and malaria health pandemic in Africa
and other developing countries, unless the company has significant operations in
these markets and has failed to adopt policies and/or procedures to address
these issues comparable to those of industry peers.

LOBBYING EXPENDITURES/INITIATIVES

Vote CASE-BY-CASE on proposals requesting information on a company's lobbying
initiatives, considering any significant controversy or litigation surrounding a
company's public policy activities, the current level of disclosure on lobbying
strategy, and the impact that the policy issue may have on the company's
business operations.

POLITICAL CONTRIBUTIONS AND TRADE ASSOCIATIONS SPENDING

Generally vote AGAINST proposals asking the company to affirm political
nonpartisanship in the workplace so long as:

- The company is in compliance with laws governing corporate political
activities; and

- The company has procedures in place to ensure that employee
contributions to company-sponsored political action committees (PACs)
are strictly voluntary and not coercive.

Vote AGAINST proposals to publish in newspapers and public media the company's
political contributions as such publications could present significant cost to
the company without providing commensurate value to shareholders.

Vote CASE-BY-CASE on proposals to improve the disclosure of a company's
political contributions and trade association spending considering:

- Recent significant controversy or litigation related to the company's
political contributions or governmental affairs; and

- The public availability of a company policy on political contributions
and trade association spending including information on the types of
organizations supported, the business rationale for supporting these
organizations, and the oversight and compliance procedures related to
such expenditures of corporate assets.

Vote AGAINST proposals barring the company from making political contributions.
Businesses are affected by legislation at the federal, state, and local level
and barring contributions can put the company at a competitive disadvantage.

Vote AGAINST proposals asking for a list of company executives, directors,
consultants, legal counsels, lobbyists, or investment bankers that have prior
government service and whether such service had a bearing on the business of the
company. Such a list would be burdensome to prepare without providing any
meaningful information to shareholders.

INTERNATIONAL ISSUES, LABOR ISSUES, AND HUMAN RIGHTS

CHINA PRINCIPLES

Vote AGAINST proposals to implement the China Principles unless:

- There are serious controversies surrounding the company's China
operations; and

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- The company does not have a code of conduct with standards similar to
those promulgated by the International Labor Organization (ILO).

CODES OF CONDUCT

Vote CASE-BY-CASE on proposals to implement certain human rights standards and
policies at company facilities. In evaluating these proposals, the following
should be considered:

- The degree to which existing human rights policies and practices are
disclosed;

- Whether or not existing policies are consistent with internationally
recognized labor standards;

- Whether company facilities are monitored and how;

- Company participation in fair labor organizations or other
internationally recognized human rights initiatives;

- The company's primary business model and methods of operation;

- Proportion of business conducted in markets known to have higher risk
of workplace labor right abuse;

- Whether the company has been recently involved in significant labor
and human rights controversies or violations;

- Peer company standards and practices; and

- Union presence in company's international factories.

COMMUNITY IMPACT ASSESSMENTS

Vote CASE-BY-CASE on requests for reports outlining the potential community
impact of company operations in specific regions considering:

- Current disclosure of applicable risk assessment report(s) and risk
management procedures;

- The impact of regulatory non-compliance, litigation, remediation, or
reputational loss that may be associated with failure to manage the
company's operations in question, including the management of relevant
community and stakeholder relations;

- The nature, purpose, and scope of the company's operations in the
specific region(s); and,

- The degree to which company policies and procedures are consistent
with industry norms.

FOREIGN MILITARY SALES/OFFSETS

Vote AGAINST reports on foreign military sales or offsets. Such disclosures may
involve sensitive and confidential information. Moreover, companies must comply
with government controls and reporting on foreign military sales.

INTERNET PRIVACY AND CENSORSHIP

Vote CASE-BY-CASE on resolutions requesting the disclosure and implementation of
Internet privacy and censorship policies and procedures considering:

- The level of disclosure of policies and procedures relating to
privacy, freedom of speech, Internet censorship, and government
monitoring of the Internet;

- Engagement in dialogue with governments and/or relevant groups with
respect to the Internet and the free flow of information;

- The scope of business involvement and of investment in markets that
maintain government censorship or monitoring of the Internet;

- The market-specific laws or regulations applicable to Internet
censorship or monitoring that may be imposed on the company; and,

- The level of controversy or litigation related to the company's
international human rights policies and procedures.

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MACBRIDE PRINCIPLES

Vote CASE-BY-CASE on proposals to endorse or increase activity on the MacBride
Principles, taking into account:

- Company compliance with or violations of the Fair Employment Act of
1989;

- Company antidiscrimination policies that already exceed the legal
requirements;

- The cost and feasibility of adopting all nine principles;

- The cost of duplicating efforts to follow two sets of standards (Fair
Employment and the

- MacBride Principles);

- The potential for charges of reverse discrimination;

- The potential that any company sales or contracts in the rest of the
United Kingdom could be negatively impacted;

- The level of the company's investment in Northern Ireland;

- The number of company employees in Northern Ireland;

- The degree that industry peers have adopted the MacBride Principles;
and

- Applicable state and municipal laws that limit contracts with
companies that have not adopted the MacBride Principles.

NUCLEAR AND DEPLETED URANIUM WEAPONS

Vote AGAINST proposals asking a company to cease production or report on the
risks associated with the use of depleted uranium munitions or nuclear weapons
components and delivery systems, including disengaging from current and proposed
contracts. Such contracts are monitored by government agencies, serve multiple
military and non-military uses, and withdrawal from these contracts could have a
negative impact on the company's business.

OPERATIONS IN HIGH RISK MARKETS

Vote CASE-BY-CASE on requests for review and a report outlining the company's
potential financial and reputation risks associated with operations in
"high-risk" markets, such as a terrorism-sponsoring state or otherwise, taking
into account:

- The nature, purpose, and scope of the operations and business involved
that could be affected by social or political disruption;

- Current disclosure of applicable risk assessment(s) and risk
management procedures;

- Compliance with U.S. sanctions and laws;

- Consideration of other international policies, standards, and laws;
and

- Whether the company has been recently involved in significant
controversies or violations in "high-risk" markets.

OUTSOURCING/OFFSHORING

Vote CASE-BY-CASE on proposals calling for companies to report on the risks
associated with outsourcing, considering:

- Risks associated with certain international markets;

- The utility of such a report to shareholders;

- The existence of a publicly available code of corporate conduct that
applies to international operations.

VENDOR STANDARDS

Generally vote FOR reports outlining vendor standards compliance unless any of
the following apply:

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RISKMETRICS Group www.riskmetrics.com

- The company does not operate in countries with significant human
rights violations;

- The company has no recent human rights controversies or violations; or

- The company already publicly discloses information on its vendor
standards policies and compliance mechanisms.

SUSTAINABILITY

SUSTAINABILITY REPORTING

Generally vote FOR proposals requesting the company to report on policies and
initiatives related to social, economic, and environmental sustainability,
unless:

- The company already discloses similar information through existing
reports or policies such as an Environment, Health, and Safety (EHS)
report; a comprehensive Code of Corporate Conduct; and/or a
Diversity Report; or

- The company has formally committed to the implementation of a
reporting program based on Global Reporting Initiative (GRI)
guidelines or a similar standard within a specified time frame.

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10. Mutual Fund Proxies

ELECTION OF DIRECTORS

Vote CASE-BY-CASE on the election of directors and trustees, following the same
guidelines for uncontested directors for public company shareholder meetings.
However, mutual fund boards do not usually have compensation committees, so do
not withhold for the lack of this committee.

CONVERTING CLOSED-END FUND TO OPEN-END FUND

Vote CASE-BY-CASE on conversion proposals, considering the following factors:

- Past performance as a closed-end fund;

- Market in which the fund invests;

- Measures taken by the board to address the discount; and

- Past shareholder activism, board activity, and votes on related
proposals.

PROXY CONTESTS

Vote CASE-BY-CASE on proxy contests, considering the following factors:

- Past performance relative to its peers;

- Market in which fund invests;

- Measures taken by the board to address the issues;

- Past shareholder activism, board activity, and votes on related
proposals;

- Strategy of the incumbents versus the dissidents;

- Independence of directors;

- Experience and skills of director candidates;

- Governance profile of the company;

- Evidence of management entrenchment.

INVESTMENT ADVISORY AGREEMENTS

Vote CASE-BY-CASE on investment advisory agreements, considering the following
factors:

- Proposed and current fee schedules;

- Fund category/investment objective;

- Performance benchmarks;

- Share price performance as compared with peers;

- Resulting fees relative to peers;

- Assignments (where the advisor undergoes a change of control).

APPROVING NEW CLASSES OR SERIES OF SHARES

Vote FOR the establishment of new classes or series of shares.

PREFERRED STOCK PROPOSALS

Vote CASE-BY-CASE on the authorization for or increase in preferred shares,
considering the following factors:

- Stated specific financing purpose;

- Possible dilution for common shares;

- Whether the shares can be used for antitakeover purposes.

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RISKMETRICS Group www.riskmetrics.com

1940 ACT POLICIES

Vote CASE-BY-CASE on policies under the Investment Advisor Act of 1940,
considering the following factors:

- Potential competitiveness;

- Regulatory developments;

- Current and potential returns; and

- Current and potential risk.

Generally vote FOR these amendments as long as the proposed changes do not
fundamentally alter the investment focus of the fund and do comply with the
current SEC interpretation.

CHANGING A FUNDAMENTAL RESTRICTION TO A NONFUNDAMENTAL RESTRICTION

Vote CASE-BY-CASE on proposals to change a fundamental restriction to a
non-fundamental restriction, considering the following factors:

- The fund's target investments;

- The reasons given by the fund for the change; and

- The projected impact of the change on the portfolio.

CHANGE FUNDAMENTAL INVESTMENT OBJECTIVE TO NONFUNDAMENTAL

Vote AGAINST proposals to change a fund's fundamental investment objective to
non-fundamental.

NAME CHANGE PROPOSALS

Vote CASE-BY-CASE on name change proposals, considering the following factors:

- Political/economic changes in the target market;

- Consolidation in the target market; and

- Current asset composition.

CHANGE IN FUND'S SUBCLASSIFICATION

Vote CASE-BY-CASE on changes in a fund's sub-classification, considering the
following factors:

- Potential competitiveness;

- Current and potential returns;

- Risk of concentration;

- Consolidation in target industry.

DISPOSITION OF ASSETS/TERMINATION/LIQUIDATION

Vote CASE-BY-CASE on proposals to dispose of assets, to terminate or liquidate,
considering the following factors:

- Strategies employed to salvage the company;

- The fund's past performance;

- The terms of the liquidation.

CHANGES TO THE CHARTER DOCUMENT

Vote CASE-BY-CASE on changes to the charter document, considering the following
factors:

- The degree of change implied by the proposal;

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- The efficiencies that could result;

- The state of incorporation;

- Regulatory standards and implications.

Vote AGAINST any of the following changes:

- Removal of shareholder approval requirement to reorganize or terminate
the trust or any of its series;

- Removal of shareholder approval requirement for amendments to the new
declaration of trust;

- Removal of shareholder approval requirement to amend the fund's
management contract, allowing the contract to be modified by the
investment manager and the trust management, as permitted by the 1940
Act;

- Allow the trustees to impose other fees in addition to sales charges
on investment in a fund, such as deferred sales charges and redemption
fees that may be imposed upon redemption of a fund's shares;

- Removal of shareholder approval requirement to engage in and terminate
subadvisory arrangements;

- Removal of shareholder approval requirement to change the domicile of
the fund.

CHANGING THE DOMICILE OF A FUND

Vote CASE-BY-CASE on re-incorporations, considering the following factors:

- Regulations of both states;

- Required fundamental policies of both states;

- The increased flexibility available.

AUTHORIZING THE BOARD TO HIRE AND TERMINATE SUBADVISORS WITHOUT SHAREHOLDER
APPROVAL

Vote AGAINST proposals authorizing the board to hire/terminate subadvisors
without shareholder approval.

DISTRIBUTION AGREEMENTS

Vote CASE-BY-CASE on distribution agreement proposals, considering the following
factors:

- Fees charged to comparably sized funds with similar objectives;

- The proposed distributor's reputation and past performance;

- The competitiveness of the fund in the industry;

- The terms of the agreement.

MASTER-FEEDER STRUCTURE

Vote FOR the establishment of a master-feeder structure.

MERGERS

Vote CASE-BY-CASE on merger proposals, considering the following factors:

- Resulting fee structure;

- Performance of both funds;

- Continuity of management personnel;

- Changes in corporate governance and their impact on shareholder
rights.

SHAREHOLDER PROPOSALS FOR MUTUAL FUNDS

ESTABLISH DIRECTOR OWNERSHIP REQUIREMENT

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Generally vote AGAINST shareholder proposals that mandate a specific minimum
amount of stock that directors must own in order to qualify as a director or to
remain on the board.

REIMBURSE SHAREHOLDER FOR EXPENSES INCURRED

Vote CASE-BY-CASE on shareholder proposals to reimburse proxy solicitation
expenses. When supporting the dissidents, vote FOR the reimbursement of the
proxy solicitation expenses.

TERMINATE THE INVESTMENT ADVISOR

Vote CASE-BY-CASE on proposals to terminate the investment advisor, considering
the following factors:

- Performance of the fund's Net Asset Value (NAV);

- The fund's history of shareholder relations;

- The performance of other funds under the advisor's management.

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ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1) IDENTIFICATION OF PORTFOLIO MANAGERS OR MANAGEMENT TEAM MEMBERS AND
DESCRIPTION OF ROLE OF PORTFOLIO MANAGERS OR MANAGEMENT TEAM MEMBERS

Valhalla Capital Partners, LLC ("Valhalla") serves as investment
sub-advisor to the Registrant. Ramond P. Mecherle, CFA, and Justin L. Ventura
serve as co-portfolio managers of the Registrant. As co-manager, Mr. Mecherle's
role is to make investment decisions, analyze securities and the markets, trade
the securities of the Registrant and provide support to Valhalla's and First
Trust's administrative and compliance staff. Mr. Mecherle may also be asked to
support client service and marketing in a limited manner. Mr. Mecherle may make
investment decisions on behalf of the Registrant independently or in counsel
with Mr. Ventura, the other co-manager of the Registrant. As co-manager of the
Registrant, Mr. Ventura's role is to make investment decisions, analyze
securities and the markets, trade the securities of the Registrant and provide
support to the Valhalla's and First Trust's administrative and compliance staff.
Mr. Ventura may also be asked to support client service and marketing in a
limited manner. Mr. Ventura may make investment decisions on behalf of the
Registrant independently or in counsel with Mr. Mecherle.

LENGTH
OF BUSINESS EXPERIENCE PAST
NAME TITLE SERVICE 5 YEARS
---- ----- -------- -------

Ramond P. Mecherle, CFA Managing Partner 34 mos. 12/2005 - Present: Valhalla Capital Partners -
and Co-Portfolio Managing Partner, Portfolio Manager
Manager
11/2004 - 12/2005: Hilliard Lyons Asset
Management - Director of Fixed Income,
Portfolio Manager.

1998 - 11/2004: Morgan Asset Management -
Assistant Portfolio Manager.
Justin L. Ventura Managing Partner 34 mos. 12/2005 - Present: Valhalla Capital Partners -
and Co-Portfolio Managing Partner, Portfolio Manager.
Manager
6/2005 - 12/2005: Hilliard Lyons Asset
Management - Portfolio Manager.

1999 - 11/2004: State Street Bank - Portfolio Manager.

(a)(2) OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS OR MANAGEMENT TEAM MEMBER
AND POTENTIAL CONFLICTS OF INTEREST

OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS OR MANAGEMENT TEAM MEMBER

# of Accounts
Managed for Total Assets
which for which
Total # of Advisory Fee Advisory Fee
Name of Portfolio Manager or Accounts Total Assets is Based on is Based on
Team Member Type of Accounts* Managed $millions Performance Performance

1. Ramond P. Mecherle, CFA Registered Investment Companies: 2 $147 million 0 $0
Other Pooled Investment 0 $0 0 $0
Vehicles: Other Accounts: 0 $0 0 $0
2. Justin L. Ventura Registered Investment Companies: 2 $147 million 0 $0
Other Pooled Investment 0 $0 0 $0
Vehicles: Other Accounts: 0 $0 0 $0

* Information provided as of October 31, 2008

POTENTIAL CONFLICTS OF INTERESTS

Valhalla's allocation procedures seek to allocate investment opportunities
among clients in the fairest possible way taking into account clients' best
interests. Valhalla will follow procedures to ensure that allocations do not
involve a practice of favoring or discriminating against any client or group of
clients. Account performance is never a factor in trade allocations. All
Employees are required to be aware of and comply with the following undertaking:
notify the CCO promptly if they become aware of any practice that arguably
involves Valhalla in a conflict of interest with any of its advisory accounts,
including registered investment companies and unregistered investment funds.

(a)(3) COMPENSATION STRUCTURE OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS

The co-portfolio managers of the Registrant are also principals of the
Valhalla. The bulk of their compensation comes from their equity ownership
interests in Valhalla. The co-portfolio managers also receive an industry
competitive salary, bonuses based on Valhalla's profitability and distributions
based on the profitability of the sub-adviser. Valhalla uses common industry
practices to determine the compensation structure disclosed. Bonuses are not
based on either performance of the Registrant or an increase in assets of the
Registrant. Bonuses are subjective based on the Managing Partner's discretion.

(a)(4) DISCLOSURE OF SECURITIES OWNERSHIP

Dollar Range of Fund Shares
Name Beneficially Owned

Ramond P. Mecherle $1-$10,000
Justin L. Ventura $1-$10,000

* Information provided as of October 31, 2008

(B) Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)),
or this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these
controls and procedures required by Rule 30a-3(b) under the 1940 Act
(17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the
Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).

(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
(17 CFR 270.30a-3(d)) that occurred during the registrant's second
fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(registrant) FIRST TRUST STRATEGIC HIGH INCOME FUND

By (Signature and Title)* /S/ JAMES A. BOWEN
-------------------------------------------------------
James A. Bowen, Chairman of the Board,
President and Chief Executive Officer
(principal executive officer)

Date DECEMBER 22, 2008
----------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By (Signature and Title)* /S/ JAMES A. BOWEN
-------------------------------------------------------
James A. Bowen, Chairman of the Board, President and
Chief Executive Officer
(principal executive officer)

Date DECEMBER 22, 2008
----------------------------------------------------------------------------

By (Signature and Title)* /S/ MARK R. BRADLEY
-------------------------------------------------------
Mark R. Bradley, Treasurer, Controller, Chief
Financial Officer and Chief Accounting Officer
(principal financial officer)

Date DECEMBER 22, 2008
----------------------------------------------------------------------------

* Print the name and title of each signing officer under his or her signature.