Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant {X}
Filed by a Party other than the Registrant { }
Check the appropriate box:
{ } Preliminary Proxy Statement { } Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-6(e)(2))
{x} Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
First Defined Portfolio Fund, LLC
_____________________________________________________________________
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
{ } Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): N/A
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction: N/A
_____________________________________________________________________
(5) Total fee paid: N/A
_____________________________________________________________________
{ } Fee paid previously with preliminary materials.
{ } Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
_____________________________________________________________________
(2) Form, schedule or registration statement no.:
_____________________________________________________________________
(3) Filing party:
_____________________________________________________________________
(4) Date filed:
_____________________________________________________________________
December 15, 1999
Dear Contractholder:
I am writing to ask you to consider an important matter affecting your
Defined Investments Annuity Contract. Some or all of the value of your
variable annuity contract issued by American Skandia Life Assurance Corp-
oration ("American Skandia") is invested in one or more of the following
funds: The Dow (sm) Target 5 Portfolio, The Dow (sm) DART 10 Portfolio,
Global Target 15 Portfolio, S&P Target 10 Portfolio, NASDAQ Target 15
Portfolio, First Trust 10 Uncommon Values Portfolio, First Trust Energy
Portfolio, First Trust Financial Services Portfolio, First Trust Phar-
maceutical Portfolio, First Trust Technology Portfolio and First Trust
Internet Portfolio, each of which is a series of the First Defined Port-
folio Fund LLC (the "Fund" and each series of the Fund is a "Series").
American Skandia holds interests in the Series designated by you in a
separate account in order to fund your annuity's account value and benefits.
For this reason, you have the right to instruct American Skandia how to vote
the interests in the Series attributable to your variable annuity contract.
As you know, First Trust Advisors L.P. ("First Trust") has served as
adviser to each Series pursuant to an Investment Advisory and Management
Agreement. As more fully explained in the attached Proxy Statement,
because of the recent death of the controlling person of First Trust,
the advisory agreement between the Fund and First Trust may be deemed to
have terminated automatically, as a matter of law. Holders of interests in the
Series are therefore being asked to approve or disapprove a proposal to
approve a new advisory agreement between First Trust and the Fund on behalf
of its respective Series. The new agreement will be on terms substantially
identical to the prior agreement, and approval of the proposal will in no way
increase the advisory fees or expenses of any Series or change the level,
nature or quality of services you receive.
We urge you to read the Proxy Statement thoroughly and to indicate your
voting instructions on the enclosed voting instruction form, date and
sign it, and return it promptly in the envelope provided to be received
by American Skandia on or before the close of business on January 7,
2000. The interests that you beneficially own will be voted in
accordance with instructions received by that date. All interests of
the Series for which instructions are not received will be voted in the
same proportion as the votes cast by contract owners on the proxy issues
presented. You should note that Nike Securities, L.P., the underwriter
for the Fund, pursuant to a variable annuity contract it owns, may vote a
majority of the interests in each Series. Nike intends to vote these
interests for approval of the new investment advisory and management
agreement.
Any questions or concerns you may have regarding the special meetings or
the proxy should be directed to your financial representative.
James A. Bowen
President
First Defined Portfolio Fund, LLC
First Defined Portfolio Fund, LLC
The Dow (sm) Target 5 Portfolio
The Dow (sm) DART 10 Portfolio
Global Target 15 Portfolio
S&P Target 10 Portfolio
NASDAQ Target 15 Portfolio
First Trust 10 Uncommon Values Portfolio
First Trust Energy Portfolio
First Trust Financial Services Portfolio
First Trust Internet Portfolio
First Trust Pharmaceutical Portfolio
First Trust Technology Portfolio
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Telephone 800-621-1675
Notice of Joint Special Meeting of Interest Holders
January 14, 2000
To the holders of interests of the above-named Funds:
Notice is hereby given that a Joint Special Meeting of interest
holders of The Dow (sm) Target 5 Portfolio, The Dow (sm) DART 10 Portfolio,
Global Target 15 Portfolio, S&P Target 10 Portfolio, NASDAQ Target 15
Portfolio, First Trust 10 Uncommon Values Portfolio, First Trust Energy
Portfolio, First Trust Financial Services Portfolio, First Trust
Internet Portfolio, First Trust Pharmaceutical Portfolio and First Trust
Technology Portfolio, each of which is a series of the First Defined
Portfolio Fund, LLC (the "Fund," and each series is referred to herein as
a "Series") will be held in the office of the Fund, 1001 Warrenville
Road, Suite 300, Lisle, Illinois, on Friday, January 14, 2000, at 2:00
p.m., Central time, or at such adjourned time, for the following purposes:
For interest holders of each Series:
1. To approve a new Investment Advisory and Management
Agreement between First Trust Advisors L.P. and the Fund on behalf of
its respective Series; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Interest holders of record on November 19, 1999 are entitled to notice
of and vote at the meeting or an adjourned meeting. Accordingly, an
owner of variable annuity contracts will be entitled to vote only if he
or she had account value in their Defined Investments Annuity allocated to a
sub-account investing in a Series at the close of business on November 19,
1999.
Please complete and return the enclosed voting instruction form, even if
you expect to be present at the meeting. You may still vote in person
if you attend the meeting.
By Order of the Board of Trustees
/s/ W. Scott Jardine
______________________
W. Scott Jardine
Secretary
First Defined Portfolio Fund, LLC
December 15, 1999
First Defined Portfolio Fund, LLC
The Dow (sm) Target 5 Portfolio
The Dow (sm) DART 10 Portfolio
Global Target 15 Portfolio
S&P Target 10 Portfolio
NASDAQ Target 15 Portfolio
First Trust 10 Uncommon Values Portfolio
First Trust Energy Portfolio
First Trust Financial Services Portfolio
First Trust Internet Portfolio
First Trust Pharmaceutical Portfolio
First Trust Technology Portfolio
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Telephone 800-621-1675
Proxy Statement
General Information
This joint proxy statement is furnished in connection with the
solicitation by the Board of Trustees of the First Defined Portfolio
Fund, LLC (the "Fund") of proxies to be voted at a joint special meeting
of holders of interests ("Interest holders") of The Dow (sm) Target 5
Portfolio, The Dow (sm) DART 10 Portfolio, Global Target 15 Portfolio, S&P
Target 10 Portfolio, NASDAQ Target 15 Portfolio, First Trust 10 Uncommon
Values Portfolio, First Trust Energy Portfolio, First Trust Financial
Services Portfolio, First Trust Internet Portfolio, First Trust
Pharmaceutical Portfolio, and First Trust Technology Portfolio, each a
series of the Fund (collectively referred to herein as the "Series") to
be held on Friday, January 14, 2000, at 2:00 p.m., Central time, in the
office of the Fund, 1001 Warrenville Road, Suite 300, Lisle, Illinois,
and at any adjournments thereof (the "Meeting"). This solicitation
includes all interests in a Series attributable to contract owners'
interests in American Skandia Life Assurance Corporation Variable
Account B ("Account B"). The purpose of the Meeting is for the Interest
holders of each Series to approve a new investment advisory and
management agreement between First Trust Advisors L.P. ("First Trust")
and the Fund, on behalf of its respective Series.
The Board of Trustees of the Fund has determined that the use of this
joint proxy statement for each Series is in the best interest of each
Series and its investors in light of the same matters being considered
and voted on by the Interest holders. The cost of preparing, printing
and mailing the accompanying notice, proxy statement, and accompanying
voting instructions form, and all other costs in connection with the
solicitation of proxies will be paid by First Trust. In addition to the
mailing of these proxy materials, proxies may be solicited by letter,
telephone, telegraph or electronic means such as e-mail, or in person by
an officer of the Fund, by officers or employees of the Fund's principal
underwriter, Nike Securities L.P., or the Fund's investment adviser,
First Trust, or officers or agents of American Skandia Life Assurance
Corporation ("American Skandia"). This proxy statement and proxy is
first being mailed to American Skandia and contract owners on or about
December 15, 1999.
Voting Instructions
The Fund is organized as a Delaware limited liability company and, as
such, does not issue shares of stock. Instead, ownership rights are
contained in membership interests (the "Interests"). Interests of the
Series are sold only to Account B to fund the benefits of variable
annuity contracts issued by American Skandia. Although American Skandia,
through Account B, legally owns all of the Interests of each Series of
the Fund, American Skandia will vote all such Interests in accordance
with the voting instructions timely given by the owners ("Contract
owners") of the contracts with assets invested in a Series of the Fund.
Because Contract owners are indirectly invested in one or more Series
through their contracts and have the right to instruct American Skandia
how to vote Interests of these Series on all matters requiring a vote of
Interest holders, Contract owners should consider themselves Interest
holders for purposes of this Proxy Statement. Contract owners at the
close of business on November 19, 1999 (the "record date") will be en-
titled to notice of the Meeting and to instruct American Skandia how to
vote at the Meeting or any adjourned session.
Contract owners may use the voting instructions form as a ballot to give
American Skandia the voting instructions for those shares attributable
to their contracts as of the record date. When the Contract owner
completes the voting instructions form and sends it to American Skandia,
American Skandia votes the shares attributable to the variable annuity
contract of the Contract owner in accordance with the Contract owner's
instructions. If the Contract owner merely signs and returns the form,
American Skandia will vote those shares in favor of the proposal. If
the Contract owner does not return the form, American Skandia will vote
those shares in the same proportion as shares for which instructions
were received from other Contract owners. American Skandia has fixed the
close of business on January 7, 2000 as the last day for which voting
instructions will be accepted.
If you are a Contract owner with assets invested in more than one Series,
you will receive a separate form of voting instructions for each Series,
and you should complete and return each form of voting instructions you
receive.
Any authorized voting instructions will be valid for any adjournment of
the Meeting. If the management of the Fund receives an insufficient
number of votes to approve the proposal, the Meeting may be adjourned to
permit the solicitation of additional votes. Those persons named as
proxies in the voting instructions have the discretion to vote for any
such adjournment. The approval of the proposal depends upon whether a
sufficient number of votes are cast for the proposal. Accordingly, an
instruction to abstain from voting on any proposal has the same
practical effect as an instruction to vote against the proposal.
Any person giving voting instructions may revoke them at any time prior
to exercising them by submitting to the Secretary of the Fund, a
superseding voting instructions form or written notice of revocation.
Only the Contract owner executing the voting instructions can revoke them.
In addition, a Contract owner present at the Meeting may withdraw his/her
voting instructions form and vote in person. (Mere attendance at the
Meeting will not revoke the voting instructions, however.) American
Skandia will vote the Interests of the Series of the Fund in accordance
with all properly executed and unrevoked voting instructions received in
time for the Meeting.
Outstanding Shares and Quorum
As of November 19, 1999, there were issued and outstanding the following
number of Interests for each Series:
Series Interests Outstanding
______ _____________________
The Dow (sm) Target 5 Portfolio 9,987.837
The Dow (sm) DART 10 Portfolio 10,950.023
Global Target 15 Portfolio 25,684.942
S&P Target 10 Portfolio 15,167.302
NASDAQ Target 15 Portfolio 12,363.093
First Trust 10 Uncommon Values Portfolio 10,647.504
First Trust Energy Portfolio 9,989.543
First Trust Financial Services Portfolio 9,990.925
First Trust Internet Portfolio 10,087.556
First Trust Pharmaceutical Portfolio 9,989.845
First Trust Technology Portfolio 9,989.847
To the knowledge of the Fund, as of November 19, 1999, the following
Contract owners were known to own beneficially more than 5% of the
Interests of each Series listed:
<TABLE>
<CAPTION>
Amount of Percentage
Name and Address Beneficial of Series
Series of Beneficial Owner Ownership Interests
______ ___________________ ___________ ___________
<S> <C> <C> <C>
The Dow (sm) Target 5 Portfolio Nike Securities L.P. $ 85,279.46 100%
1001 Warrenville Road
Lisle, IL 60532-4310
___________________________________________________________________________________________________________
The Dow (sm) DART 10 Portfolio Nike Securities L.P. $ 96,064.84 91.23%
1001 Warrenville Road
Lisle, IL 60532-4310
Ms. Rosa Warren $ 9,233.82 8.76%
520-1/2 Placer Drive
Grand Junction, CO 81504
___________________________________________________________________________________________________________
Global Target 15 Portfolio Nike Securities L.P. $230,175.75 97.24%
1001 Warrenville Road
Lisle, IL 60532-4310
___________________________________________________________________________________________________________
S&P Target 10 Portfolio Nike Securities L.P. $108,747.43 65.87%
1001 Warrenville Road
Lisle, IL 60532-4310
Ms. Rosa Warren $ 32,994.35 19.99%
520-1/2 Placer Drive
Grand Junction, CO 81504
Mr. Richard K. Laible $ 23,339.89 14.14%
588 Village Way
Grand Junction, CO 81503
___________________________________________________________________________________________________________
NASDAQ Target 15 Portfolio Nike Securities L.P. $122,229.12 80.81%
1001 Warrenville Road
Lisle, IL 60532-4310
Ms. Rosa Warren $ 15,731.51 10.40%
520-1/2 Placer Drive
Grand Junction, CO 81504
Mr. Richard K. Laible $ 12,755.55 8.43%
588 Village Way
Grand Junction, CO 81503
___________________________________________________________________________________________________________
First Trust 10 Uncommon Values Portfolio Nike Securities L.P. $107,449.27 93.83%
1001 Warrenville Road
Lisle, IL 60532-4310
Ms. Rosa Warren $ 6,763.84 5.90%
520-1/2 Placer Drive
Grand Junction, CO 81504
___________________________________________________________________________________________________________
First Trust Energy Portfolio Nike Securities L.P. $112,442.41 100%
1001 Warrenville Road
Lisle, IL 60532-4310
___________________________________________________________________________________________________________
First Trust Financial Services Portfolio Nike Securities L.P. $112,342.60 100%
1001 Warrenville Road
Lisle, IL 60532-4310
___________________________________________________________________________________________________________
First Trust Internet Portfolio Nike Securities L.P. $129,719.02 99.03%
1001 Warrenville Road
Lisle, IL 60532-4310
___________________________________________________________________________________________________________
Page
First Trust Pharmaceutical Portfolio Nike Securities L.P. $107,349.44 100%
1001 Warrenville Road
Lisle, IL 60532-4310
___________________________________________________________________________________________________________
First Trust Technology Portfolio Nike Securities L.P. $119,432.85 100%
1001 Warrenville Road
Lisle, IL 60532-4310
___________________________________________________________________________________________________________
</TABLE>
Nike Securities L.P. intends to vote all the Interests of each Series
attributable to it under its variable annuity contract for approval of
the new investment advisory and management agreement.
As of November 19, 1999, the Trustees and officers of the Fund, in the
aggregate, beneficially-owned under a contract less than 1% of the
Interests of each Series.
A quorum of Interest holders of the Fund is required to take action at
the Meeting. Under the Fund's by-laws, thirty percent (30%) of the
voting power of Interests entitled to vote at the Meeting, represented
in person or by proxy, will constitute a quorum at that Meeting for the
transaction of business.
For the Interest holders to approve the proposal described in this proxy
for a Series, the proposal must receive the favorable vote of a majority
of the outstanding shares of the Series. When used in this proxy
statement, "a majority of the outstanding voting shares" means the
affirmative vote of the lesser of:
(1) 67% or more of the issuer's voting Interests present at
the Meeting if the holders of more than 50% of the issuer's outstanding
voting Interests are present in person or represented by proxy; or
(2) more than 50% of the issuer's outstanding voting Interests.
Interests beneficially held by Contract owners present in person or proxy
at the Meeting will be counted for the purpose of calculating the votes
cast on the issue before the Meeting. Any proposal that is approved by
Interest holders of a Series will be implemented with respect to that
Series notwithstanding the outcome of the vote on any other Series.
Each Interest in a Series is entitled to one vote and fractional votes
will be counted. The number of Interests of a Series attributable to
each owner of a contract is determined by dividing, as of the record date,
the value of the accumulation units under the contract in the
corresponding investment option by the net asset value of one Interest
of the applicable Series.
Proposal 1. Approval of New Investment Advisory
and Management Agreement
General
First Trust provides investment advisory services to each Series of the
Fund pursuant to an Investment Advisory and Management Agreement that
was approved by Trustees of the Fund on September 20, 1999 and Interest
holders of each Series on October 4, 1999. First Trust is an Illinois
limited partnership, is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Adviser Act") and is located at 1001
Warrenville Road, Lisle, Illinois 60532. First Trust has been providing
advisory services to each Series since their inception on September 30,
1999. First Trust serves as subadvisor for 27 mutual funds and is also
the portfolio supervisor of unit investment trusts sponsored by Nike
Securities L.P. ("Nike Securities"), some of which are substantially
similar to the Series of the Fund. For additional information regarding
these similar funds, including their asset size and the advisory fees,
please see Appendix A. Nike Securities, 1001 Warrenville Road, Lisle,
Illinois 60532, specializes in the underwriting, trading and
distribution of unit investment trusts and other securities. Nike
Securities is the sponsor and underwriter of the Interests of the Series
and has sponsored or underwritten approximately $24 billion of
investment company shares. The Administrator of the Fund is American
Skandia, One Corporate Drive, Shelton, CT 06484-0883.
The principal executive officer and general partner of First Trust and
their respective principal occupations is set forth in the chart below.
The mailing address of the officer and general partner is 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532.
<TABLE>
<CAPTION>
Name and Position with First Trust Principal Occupation
__________________________________ ____________________
<S> <C>
Ronald Dean McAlister, President (1) Managing Director, Nike Securities
Nike Securities Corporation, General Partner Providing investment advisory and broker/dealer services
through its various interests
____________________
<FN>
(1) Limited partner of Grace Partners of DuPage L.P., the limited partner
of First Trust.
</FN>
</TABLE>
The following officers and trustees of the Fund also hold a position
with First Trust, as indicated below:
<TABLE>
<CAPTION>
Position and Office
Name Position and Office with Fund with First Trust
____ _____________________________ __________________
<S> <C> <C>
James A. Bowen (1) President, Chairman of the Board, Chief Executive Managing Director
Officer and Trustee
Mark R. Bradley (1) Treasurer, Controller, Chief Financial Officer and Chief Financial Officer and Senior Vice
Chief Accounting Officer President
Susan M. Brix Assistant Vice President Assistant Portfolio Manager
Robert F. Carey Vice President Senior Vice President
David B. Field Vice President Senior Vice President and Chief
Investment Officer
W. Scott Jardine Secretary Senior Vice President and General Counsel
____________________
<FN>
1 Limited partner of Grace Partners of DuPage L.P., the limited partner
of First Trust.
</FN>
</TABLE>
The Change of Control
The Fund is registered and regulated as an investment company under the
Investment Company Act of 1940 (the "1940 Act"). The 1940 Act provides
that an investment company's investment advisory agreement terminates
automatically upon its "assignment." Under the 1940 Act, a direct or
indirect transfer of a controlling block of the voting securities of any
person controlling an investment adviser is deemed to be an assignment.
As described further below, the control of First Trust has changed and
the existing advisory contract has terminated as a result of that change.
First Trust is a limited partnership with one limited partner, Grace
Partners of DuPage L.P., and one general partner, Nike Securities Corporation,
each of which is located at 290 South County Farm Road, 3rd floor, Wheaton,
Illinois, 60187. Grace Partners of DuPage L.P. is a limited partnership with
one general partner, Nike Securities Corporation, and a number of limited
partners. Nike Securities Corporation is an Illinois corporation that was
controlled by Robert Donald Van Kampen. On October 29, 1999, Mr. Van Kampen
passed away. At the time of his death, the stock of Nike Securities Corporation
was held by two members of the Van Kampen family and two trusts of which Van
Kampen family members were the beneficiaries. More specifically, Kristen Joy
Wisen owns 25%, Karla Van Kampen-Pierre owns 25% and the Robert D. Van Kampen
Trust and the Judith Van Kampen Trust each owned 25% of Nike Securities
Corporation. Pursuant to a voting agreement, Mr. Van Kampen had power to vote
the shares held by Mrs. Wisen, Mrs. Van Kampen-Pierre and the Judith Van Kampen
Trust. Mr. Van Kampen therefore had the power to vote approximately 75% of the
securities of Nike Securities Corporation. Upon his death this voting power
transferred to his wife, Judith Van Kampen. The 1940 Act presumes that bene-
ficial ownership of more than 25% of a company's stock gives the owner
"control" over the company. This technical change of control has caused the
Fund's existing advisory and management agreement with First Trust to terminate
on October 29, 1999.
To provide for continuity of investment advisory services to the Fund
and its Series as a result of the change in control of First Trust, the
Trustees, including the Trustees who are not "interested" persons of the
Fund, First Trust, Nike Securities or Nike Securities Corporation at a
meeting held on November 16, 1999, voted to approve, a new investment
advisory and management contract (the "New Advisory Contract") with First
Trust pursuant to Rule 15a-4 under the 1940 Act. Under that Rule, the New
Advisory Contract will terminate on February 26, 2000, if it is not approved
by Interest holders. During the period from October 29, 1999 to February 26,
2000, First Trust agreed to continue to provide services to each Series on
the same terms as in the existing advisory agreement. The Board of Trustees
of the Fund is now asking Interest holders of each Series to approve the
New Advisory Contract for their respective Series.
Material Terms of the New Advisory Contract
Under the New Advisory Contract, First Trust will continue to provide
investment portfolio management services to each Series. Approval of
the New Advisory Contract will not increase the advisory fee rate paid
by a Series. There have been no changes to the advisory agreement since
the Interest holders approved it on October 4, 1999. In effect, the New
Advisory Contract is identical to the agreement that was in effect prior
to the technical change of control in First Trust. Therefore, the
following description of the New Advisory Contract also describes the
agreement that was in force prior to the technical change in control.
The discussion of the New Advisory Contract, however, is only a summary
of the form of the contract attached to the proxy statement as Appendix
B. You should read the entire form of contract.
First Trust is responsible for supervising and directing the investments
of each Series in accordance with each Series' investment objectives,
program, and restrictions as set forth in the Fund's prospectus and
statement of additional information. Pursuant to the New Advisory
Contract, First Trust will continue to furnish continuous advice and
recommendations to each Series with respect to acquisition, holding or
disposition of assets; attend meetings and provide reports, at the
Fund's request, to keep Trustees and appropriate officers of the Fund fully
informed of each Series' investment portfolio, investment recommendations
and the basis for these recommendations; and to supervise the management of
the Series' investments in accordance with the direction of the appropriate
officers of the Fund and Trustees.
Subject to any instructions or policies given by the Fund, First Trust
will also select broker-dealers to execute the portfolio transactions of
each Series and is authorized to pay brokerage commissions in excess of
that which another broker might charge for effecting the same
transaction so long as First Trust determines in good faith that such
amount is reasonable in relation to the value of brokerage and research
services provided by such broker or dealer, in terms of the particular
transaction or the overall responsibilities of First Trust. First Trust
is also responsible for compliance with certain diversification
requirements the Internal Revenue Code of 1986, as amended, imposes on
investments in underlying variable annuity contracts.
Under the New Advisory Contract, First Trust agrees to pay all costs of
office equipment, and personnel necessary for and allocable to the
performance of the obligations of First Trust, and all reasonable fees,
charges and expenses and all reasonable compensation of all officers and
Trustees of the Fund relating to the performance of their duties to the
Series (other than Trustees who are not "interested persons" of the Fund)
and excluding any amounts owed to officers for duties arising apart from
their office.
The Fund pays for its own operating expenses including, but not limited
to: custodial, transfer agent, administrative, accounting and legal
fees; costs incurred by the disinterested Trustees; costs of officers
for duties performed on behalf of the Series apart from their office;
brokerage commissions; taxes; license fees; costs of registering
Interests with the Securities and Exchange Commission ("SEC") and with
the states and the maintenance of such registration or qualification;
costs of preparing, printing and mailing prospectuses, statements of
additional information, and other reports to Interest holders; costs of
Trustees' and Interest holders' meetings, including preparing, printing
and mailing all information and documents to Interest holders;
membership costs with trade associations; and costs of filing annual and
other reports with the SEC or other regulators. First Trust, however,
continues to agree to waive fees and reimburse expenses through
September 30, 2000 to prevent each Series' Total Annual Operating
Expenses (excluding brokerage expenses and extraordinary expenses) from
exceeding 1.47% of the average daily net asset value of such Series.
The New Advisory Contract also provides that First Trust, its partners,
directors, officers, employees, and certain other persons performing
specific functions for a Series will only be liable to a Series for
losses resulting from willful misfeasance, bad faith, gross negligence,
or reckless disregard of their obligations and duties under the agreement.
For the services provided, each Series will pay First Trust an annual
fee of 0.60% of its respective average daily net assets.
Unless modified or terminated, the New Advisory Contract will continue
with respect to each Series for two years, and thereafter from year to
year but only so long as such continuance is specifically approved at
least annually by the Trustees, including a majority of the Trustees who
are not parties to such agreement or interested parties of any such
party (the "Disinterested Trustees"), or by the affirmative vote of a
majority of the outstanding voting interests of the applicable Series.
The New Advisory Contract also provides that it may be terminated at any
time without penalty upon 60 days' notice to First Trust by a majority
of the Disinterested Trustees or by the vote of a majority of the
outstanding voting Interests of a Series with respect to that Series.
The agreement also may be terminated by First Trust on 60 days' notice
to the Fund. The agreement automatically terminates in the event of its
assignment.
Trustees' Evaluation
The Trustees have considered several factors relating to the New
Advisory Contract with First Trust and believe that it would be in the
best interests of the Fund, each Series and their Interest holders that
the New Advisory Contract with First Trust be approved to permit First
Trust to continue to serve as each Series' adviser. In making this
determination, the Trustees considered First Trust's qualifications as
an investment adviser, the adviser's performance history, the nature of
the services provided in the past and to be provided to each Series by
First Trust, and First Trust's investment strategy. The Trustees also
considered the fact that the change in control is not expected to result
in any changes to the investment philosophy at First Trust or the
management of First Trust of each Series' investments. The Trustees
approved the advisory fee to be paid and believe the New Advisory
Contract and the proposed advisory fee to be reasonable and fair, and
the appointment of First Trust to be in the best interests of the
Interest holders.
Trustee's Recommendations
The Trustees, including all of the independent Trustees, recommend that
Interest holders vote FOR the proposal.
Other Business
Management does not intend to present and does not have reason to
believe that others will present any other items of business at the
Meeting. However, if other matters are properly presented to the
Meeting for a vote, the proxies will be voted upon such matters in
accordance with the judgment of the persons acting under the proxies.
The Fund is not required to hold and will not ordinarily hold annual
Interest holders' meetings. Special meetings of the Interest holders,
however, may be called for any purpose by the Chairman of the Board, the
President of the Fund, two or more Trustees, or at the written request
of Interest holders who have at least 10% of the Interests entitled to
vote at the meeting.
Pursuant to rules adopted by the SEC, an Interest holder may include in
proxy statements relating to annual and other meetings of the Interest
holders of the Fund certain proposals for action by Interest holders
which he or she intends to introduce at such meetings; provided, among
other things, that such proposal must be received by the Fund a
reasonable time before a solicitation of proxies is made for such
meeting. Timely submission of a proposal does not necessarily mean that
the proposal will be included.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN,
AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
W. Scott Jardine
Secretary
Appendix A
The charts below set forth the asset size as of November 5, 1999 and fee
rate of each open-end investment company or series thereof which First
Trust subadvises that has a similar investment methodology to the Series
listed. Because First Trust serves as a subadvisor to these funds and
an unaffiliated person serves as investment adviser, First Trust only
receives a portion of the advisory fee assessed. The chart therefore
reflects the full advisory fee charged to each fund and the sub-advisory
fee paid to First Trust from this advisory fee.
<TABLE>
<CAPTION>
Series: The Dow (sm) Target 5 Portfolio
Fee Rate
________
Advisory Sub-advisory
Similar Funds Asset Size Fee Fee
_____________ __________ ________ ____________
<S> <C> <C> <C>
PFL Endeavor Target Account - The
Dow (sm) Target 5 SubAccount $28,256,173 .75% .35%
The Dow (sm) Target Variable Fund LLC $ 603,192 .60% .35%
JNL Variable Fund LLC - $ 2,733,013 Assets under management under
JNL/First Trust The Dow (sm) Target $500 million .75% .35%
5 Series
$500 million-$1 billion .70% .30%
More than $1 billion .65% .25%
</TABLE>
<TABLE>
<CAPTION>
Series: Global Target 15 Portfolio
Fee Rate
________
Advisory Sub-advisory
Similar Funds Asset Size Fee Fee
_____________ __________ ________ ____________
<S> <C> <C> <C>
JNL Variable Fund LLC - JNL/First $1,636,789 Assets under management under
Trust Global Target 15 Series $500 million .75% .35%
$500 million-$1 billion .70% .30%
More than $1 billion .65% .25%
</TABLE>
<TABLE>
<CAPTION>
Series: S&P Target 10 Portfolio
Fee Rate
________
Advisory Sub-advisory
Similar Funds Asset Size Fee Fee
_____________ __________ ________ ____________
<S> <C> <C> <C>
JNL Variable Fund LLC - The S&P $5,272,579 Assets under management under
Target 10 Series $500 million .75% .35%
$500 million-$1 billion .70% .30%
More than $1 billion .65% .25%
</TABLE>
<TABLE>
<CAPTION>
Series: First Trust Technology Portfolio
Fee Rate
________
Advisory Sub-advisory
Similar Funds Asset Size Fee Fee
_____________ __________ ________ ____________
<S> <C> <C> <C>
JNL Variable Fund LLC - JNL/First $3,628,610 Assets under management under
Trust Technology Sector Series $500 million .75% .35%
$500 million-$1 billion .70% .30%
More than $1 billion .65% .25%
</TABLE>
<TABLE>
<CAPTION>
Series: First Trust Pharmaceutical Portfolio
Fee Rate
________
Advisory Sub-advisory
Similar Funds Asset Size Fee Fee
_____________ __________ ________ ____________
<S> <C> <C> <C>
JNL Variable Fund LLC- $2,728,773 Assets under management under
JNL/First Trust $500 million .75% .35%
Pharmaceutical/Healthcare Sector
Series
$500 million-$1 billion .70% .30%
More than $1 billion .65% .25%
</TABLE>
<TABLE>
<CAPTION>
Series: First Trust Financial Services Portfolio
Fee Rate
________
Advisory Sub-advisory
Similar Funds Asset Size Fee Fee
_____________ __________ ________ ____________
<S> <C> <C> <C>
JNL Variable Fund LLC - JNL/First $2,187,592 Assets under management under
Trust Financial Sector Series $500 million .75% .35%
$500 million-$1 billion .70% .30%
More than $1 billion .65% .25%
</TABLE>
<TABLE>
<CAPTION>
Series: First Trust Energy Portfolio
Fee Rate
________
Advisory Sub-advisory
Similar Funds Asset Size Fee Fee
_____________ __________ ________ ____________
<S> <C> <C> <C>
JNL Variable Fund LLC - JNL/First $1,211,744 Assets under management under
Trust Energy Sector Series $500 million .75% .35%
$500 million-$1 billion .70% .30%
More than $1 billion .65% .25%
</TABLE>
Appendix B
FIRST DEFINED PORTFOLIO FUND, LLC
Investment Advisory And Management Agreement
This Investment Advisory and Management Agreement (the "Agreement") made
this 16th day of November, 1999, by and between First
Defined Portfolio Fund, LLC, a Delaware limited liability company (the
"Company"), on behalf of each series (each a "fund" and collectively,
the "funds") of the Company, and First Trust Advisors L.P. (the
"Adviser"), an Illinois limited partnership.
WHEREAS, the Company and the Adviser wish to enter into this Agreement
setting forth the terms and conditions under which the Adviser will
perform certain investment advisory and management services for the
funds listed in Schedule A attached hereto, and be compensated for such
services by the funds.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the Company and the Adviser hereby agree as
follows:
Section 1. INVESTMENT ADVISORY SERVICES.
1.1 During the Term (as such term is defined in Section 5 hereof) of
this Agreement, the Adviser shall serve as the investment adviser
(within the meaning of the Investment Advisers Act of 1940, as amended)
of the funds. In such capacity, the Adviser shall render the following
services and perform the following functions for and on behalf of the
funds:
(a) Furnish continuous advice and recommendations to the funds
with respect to the acquisition, holding or disposition of any or all of
the securities or other assets which the funds may own or contemplate
acquiring from time to time;
(b) Cause its officers to attend meetings and furnish oral or
written reports, as the Company reasonably may request, in order to keep
the Trustees and appropriate officers of the Company fully informed
regarding the investment portfolios of the funds, the investment
recommendations of the Adviser, and the considerations which form the
basis for such recommendations; and
(c) Supervise the management of the fund's investments, including
the purchase, sale, retention or lending of securities and other
investments in accordance with the direction of the appropriate officers
of the Company.
1.2 The services of the Adviser to the funds are not exclusive, and
nothing contained herein shall be deemed or construed to prohibit,
limit, or otherwise restrict the Adviser from rendering investment or
other advisory services to any third person, whether similar to those to
be provided to the funds hereunder or otherwise.
Section 2. COMPENSATION OF ADVISER.
2.1 For its services hereunder, each fund shall pay the Adviser an
annual fee (the "Fee") as set forth in Schedule B. The Fee will be
computed daily and payable monthly in arrears.
2.2 Notwithstanding the provisions of Section 2.1 hereof, the amount of
the Fee to be paid with respect to the first and last months of this
Agreement shall be pro rated based on the number of calendar days in
such quarter.
2.3 The Adviser may voluntarily waive Fees or reimburse expenses at any
time. Any amounts waived or reimbursed by the Adviser are subject to
reimbursement by the fund within the following three years, to the
extent such reimbursement by the fund would not cause the fund to exceed
any current expense limitation.
Section 3. EXPENSES PAID BY THE ADVISER.
3.1 Subject to the provisions of Section 3.2 hereof, the Adviser shall
pay the following expenses relating to the management and operation of
the funds:
(a) All reasonable fees, charges, costs and expenses and all
reasonable compensation of all officers and Trustees of the funds
relating to the performance of their duties to the funds; provided,
however, that the Adviser shall not pay any such amounts to any Outside
Trustees (for purposes of this Agreement, an "Outside Trustee" is any
Trustee of the Company who is not an "Interested Person," within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act")); and provided, further, that in the event that
any person serving as an officer of the Company has both executive
duties attendant to such office and administrative duties to the Company
apart from such office, the Adviser shall not pay any amounts relating
to the performance of such duties;
(b) All costs of office equipment and personnel necessary for and
allocable to the performance of the obligations of the Adviser hereunder.
3.2 Except as provided in this Section, nothing contained in this
Agreement shall be deemed or construed to impose upon the Adviser any
obligation to incur, pay, or reimburse the funds for any other costs of
or relating to the funds.
Section 4. EXPENSES PAID BY THE FUNDS.
4.1 Except as provided in Section 3 hereof, the funds hereby assume and
shall pay all fees, costs and expenses incurred by, or on behalf, or for
the benefit of the funds, including without limitation:
(a) All costs of any custodian or depository;
(b) All costs for bookkeeping, accounting, pricing and auditors'
services;
(c) All costs of leased office space of or allocable to the funds
within the offices of the Adviser or in such other place as may be
mutually agreed upon between the parties from time to time;
(d) All costs of any transfer agent and registrar of interests of
the funds ("Interests");
(e) All costs incurred by any Outside Trustee of the Company in
connection with the performance of his duties relating to the affairs of
the Company in such capacity as an Outside Trustee of the Company, and
costs relating to the performance by any officer of the Company,
performing duties on behalf of the funds apart from such office, all in
accordance with Section 3.1 (a) hereof;
(f) All brokers' commissions and other costs incurred in
connection with the execution of the funds' portfolio transactions;
(g) All taxes and other costs payable by or on behalf of the funds
to federal, state or other governmental agencies;
(h) All costs of printing, recording and transferring certificates
representing Interests;
(i) All costs in connection with the registration of the funds and
the Interests with the Securities and Exchange Commission ("SEC"), and
the continuous maintenance of the effectiveness of such registrations,
and the registration and qualification of Interests of the funds under
state or other securities laws, including, without limitation, the
preparation and printing of registration statements, prospectuses and
statements of additional information for filing with the SEC and other
authorities;
(j) All costs of preparing, printing and mailing prospectuses,
statements of additional information and reports to holders of Interests;
(k) All costs of Interest holders' and Trustees' meetings and of
preparing, printing and mailing all information and documents, including
without limitation all notices, financial reports and proxy materials,
to holders of Interests;
(l) All costs of legal counsel for the Company and for Trustees of
the Company in connection with the rendering of legal advice to or on
behalf of the funds, including, without limitation, legal services
rendered in connection with the funds' existence, corporate and
financial structure and relations with its Interest holders,
registrations and qualifications of securities under federal, state and
other laws, issues of securities, expenses which the funds have herein
assumed whether customary or not, and extraordinary matters, including,
without limitation, any litigation involving the Company, Trustees, or
officers of the Company relating to the affairs of the funds, employees
or agents of the funds;
(m) All costs of licenses to utilize trademarks, trade names,
service marks or other proprietary interests;
(n) All costs associated with membership in trade associations; and
(o) All costs of filing annual and other reports with the SEC and
other regulatory authorities.
In the event that the Adviser provides any of the foregoing services or
pays any of these expenses, the funds promptly shall reimburse the
Adviser therefor.
Section 5. TERM; TERMINATION.
5.1 This Agreement shall continue in effect, unless sooner terminated
in accordance with the provisions of Section 5.2, for a period of two
years beginning the date hereof, and shall continue in effect from year
to year thereafter (collectively, the "Term"); provided, however, that
any such continuation shall be expressly approved at least annually
either by the Trustees, including a majority of the Trustees who are not
parties hereto or Interested Persons of any such party, cast at a
meeting called for the purpose of voting on such renewal, or the
affirmative vote of a majority of the Outstanding Voting Securities (as
such term is defined in Section 2(a)(42) of the 1940 Act) of the funds.
(a) Any continuation of this Agreement pursuant to Section 5.1
hereof shall be deemed to be specifically approved if such approval
occurs:
(i) with respect to the first continuation hereof, during the 60
days prior to and including the earlier of (A) the date specified herein
for the termination of this Agreement in the absence of such approval,
or (B) the second anniversary of the execution of this Agreement; and
(ii) with respect to any subsequent continuation hereof, during the
60 days prior to and including the first anniversary of the date upon
which the most recent previous annual continuance of this Agreement
became effective; or
(iii) at such other date or time provided in or permitted by Rule
15a-2 under the 1940 Act.
5.2 This Agreement may be terminated at any time, without penalty, as
follows:
(a) By a majority of the Trustees of the Company who are not parties
hereto or Interested Persons of any such party, or by the affirmative
vote of a majority of the Outstanding Voting Securities of the Company,
upon at least 60 days' prior written notice to the Adviser at its
principal place of business; and
(b) By the Adviser, upon at least 60 days' prior written notice to the
Company at its principal place of business.
Section 6. RETENTION OF CONTROL BY FUNDS.
The Company acknowledges that the investment advice and recommendations
to be provided by the Adviser hereunder are advisory in nature only.
The Company further acknowledges that, at all times during the Term
hereof, the funds (and not the Adviser) shall retain full control over
the investment policies of the funds. Nothing contained herein shall be
deemed or construed to limit, prohibit or restrict the right or ability
of the Trustees of the Company to delegate to the appropriate officers
of the Company, or to a committee of Trustees of the Company, the power
to authorize purchases, sales or other actions affecting the portfolios
of the funds between meetings of the Trustees of the Company; provided,
however, that all such purchases, sales or other actions so taken during
such time shall be consistent with the investment policies of the funds
and shall be reported to the Board of Trustees of the Company at its
next regularly scheduled meeting.
Section 7. BROKERS AND BROKERAGE COMMISSIONS.
7.1 For purposes of this Agreement, brokerage commissions paid by the
funds upon the purchase or sale of the funds' portfolio securities shall
be considered a cost of securities of the funds and shall be paid by the
funds in accordance with Section 4.1(e) hereof.
7.2 The Adviser shall place funds portfolio transactions with brokers
and dealers who render satisfactory service in the execution of orders
at the most favorable prices and at reasonable commission rates;
provided, however, that the Adviser may pay a broker or dealer an amount
of commission for effecting a securities transaction in excess of the
amount of commission another broker or dealer would have charged for
effecting such transaction, if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, in
terms of either that particular transaction or the overall
responsibilities of the Adviser.
7.3 In placing portfolio business with broker-dealers for or on behalf
of the funds, the Adviser shall seek the best execution of each such
transaction, and all such brokerage placements shall be consistent with
the Rules of Conduct of NASD Regulation, Inc. Notwithstanding the
foregoing, the funds shall retain the right to direct the placement of
all portfolio transactions for or on behalf of the funds, and, in
furtherance thereof, the funds may establish policies or guidelines to
be followed by the Adviser in its placement of the funds' portfolio
transactions pursuant to the foregoing provisions. The Adviser shall
report to the Trustees of the Company at least on a quarterly basis
regarding the placement of the funds' portfolio transactions.
7.4 The Adviser shall not deal with any affiliate in any transaction
hereunder in which such affiliate acts as a principal, nor shall the
Adviser, in rendering services to the funds hereunder, execute any
negotiated trade with any affiliate if execution thereof involves such
affiliate's acting as a principal with respect to any part of an order
for or on behalf of the funds.
Section 8. ASSIGNMENT.
This Agreement may not be assigned by either party hereto. This
Agreement shall terminate automatically in the event of any assignment
(as such term is defined in Section 2(a)(4) of the 1940 Act). Any
attempted assignment of this Agreement shall be of no force and effect.
Section 9. AMENDMENTS.
This Agreement may be amended in writing signed by both parties hereto;
provided, however, that no such amendment shall be effective unless
approved by a majority of the Trustees of the Company who are not
parties hereto or Interested Persons of any such party cast at a meeting
called for the purpose of voting on such amendment and by the
affirmative vote of a majority of the Outstanding Voting Securities of
the funds.
Section 10. LIABILITY.
The Adviser, its partners, directors, officers, employees, and certain
other persons performing specific functions for a fund will only be
liable to the fund for losses resulting from willful misfeasance, bad
faith, gross negligence, or reckless disregard of their obligations and
duties under the Agreement.
Section 11. SECTION 817(H) DIVERSIFICATION.
The Adviser is responsible for compliance with the provisions of Section
817(h) of the Internal Revenue Code of 1986, as amended ("Code"),
applicable to each fund (relating to the diversification requirements
applicable to investments in underlying variable annuity contracts).
Section 12. GOVERNING LAW.
This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Illinois, without reference to
the conflict of laws provisions thereof. In the event of any
inconsistency between this Agreement and the 1940 Act, the 1940 Act
shall govern, and the inconsistent provisions of this Agreement shall be
construed so as to eliminate such inconsistency.
Section 13. NON-LIABILITY OF CERTAIN PERSONS.
Any obligation of the Company hereunder shall be binding only upon the
assets of the Company (or the applicable fund thereof) and shall not be
binding upon any Trustee, officer, employee, agent, member or interest-
holder of the Company. Neither the authorization of any action by any
Trustee, officer, employee, agent, member or interest-holder of the
Company nor the execution of this agreement on behalf of the Fund shall
impose any liability upon any Trustee, officer, employee, agent, member
or interest-holder of the Company.
Section 14. USE OF ADVISER'S NAME.
The Company may use the name "First Defined Portfolio Fund, LLC" and the
Portfolio names listed in Schedule A or any other name derived from the
name "First Trust" or "Nike Securities" only for so long as this
Agreement or any extension, renewal or amendment hereof remains in
effect, including any similar agreement with any organization which
shall have succeeded to the business of Adviser as investment adviser.
At such time as this Agreement or any extension, renewal or amendment
hereof, or such other similar agreement shall no longer be in effect,
the Company will cease to use any name derived from the name "First
Trust" or "Nike Securities" or otherwise connected with Adviser, or with
any organization which shall have succeeded to Adviser's business as
investment adviser.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
First Defined Portfolio Fund, LLC
By: ___________________________
Name:___________________________
Title:___________________________
First Trust Advisors L.P.
By: ___________________________
Name:___________________________
Title:___________________________
SCHEDULE A
The Dow (sm) Target 5 Portfolio
The Dow (sm) DART 10 Portfolio
Global Target 15 Portfolio
S&P Target 10 Portfolio
NASDAQ Target 15 Portfolio
First Trust 10 Uncommon Values Portfolio
First Trust Energy Portfolio
First Trust Financial Services Portfolio
First Trust Pharmaceutical Portfolio
First Trust Technology Portfolio
First Trust Internet Portfolio
SCHEDULE B
Fee Rate
________
The Dow (sm) Target 5 Portfolio 0.60%
The Dow (sm) DART 10 Portfolio 0.60%
Global Target 15 Portfolio 0.60%
S&P Target 10 Portfolio 0.60%
NASDAQ Target 15 Portfolio 0.60%
First Trust 10 Uncommon Values Portfolio 0.60%
First Trust Energy Portfolio 0.60%
First Trust Financial Services Portfolio 0.60%
First Trust Pharmaceutical Portfolio 0.60%
First Trust Technology Portfolio 0.60%
First Trust Internet Portfolio 0.60%
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of The
Dow (sm) Target 5 Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of The Dow (sm) Target 5
Portfolio, a series of the First Defined Portfolio Fund, LLC (the "Fund"
and The Dow (sm) Target 5 Portfolio is a "Series") will be held at the
office of the Fund, 1001 Warrenville Road, Suite 300, Lisle, Illinois
(telephone 1-800-621-1675) at 2:00 p.m., Central time, on Friday,
January 14, 2000. By signing and dating below, you instruct the persons
named below to, and they will, vote the proposal below as marked or, if
not marked, to vote "For" the proposal below, and to use their
discretion to vote on any other matter incident to the conduct of the
Joint Special Meeting. If you do not intend personally to attend the
Joint Special Meeting, please complete, detach and mail this form in the
enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in The Dow (sm)
Target 5 Portfolio attributable to the undersigned at the Joint Special
Meeting of Interest holders and at any adjournment thereof as fully as
the undersigned would be entitled to vote if personally present, as
follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of The
Dow (sm) DART 10 Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of The Dow (sm) DART 10
Portfolio, a series of the First Defined Portfolio Fund, LLC (the "Fund"
and The Dow (sm) DART 10 Portfolio is a "Series") will be held at the
office of the Fund, 1001 Warrenville Road, Suite 300, Lisle, Illinois
(telephone 1-800-621-1675) at 2:00 p.m., Central time, on Friday,
January 14, 2000. By signing and dating below, you instruct the persons
named below to, and they will, vote the proposal below as marked or, if
not marked, to vote "For" the proposal below, and to use their
discretion to vote on any other matter incident to the conduct of the
Joint Special Meeting. If you do not intend personally to attend the
Joint Special Meeting, please complete, detach and mail this form in the
enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in The Dow (sm) DART
10 Portfolio attributable to the undersigned at the Joint Special
Meeting of Interest holders and at any adjournment thereof as fully as
the undersigned would be entitled to vote if personally present, as
follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
Global Target 15 Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the Global Target 15
Portfolio, a series of the First Defined Portfolio Fund, LLC (the "Fund"
and the Global Target 15 Portfolio is a "Series") will be held at the
office of the Fund, 1001 Warrenville Road, Suite 300, Lisle, Illinois
(telephone 1-800-621-1675) at 2:00 p.m., Central time, on Friday,
January 14, 2000. By signing and dating below, you instruct the persons
named below to, and they will, vote the proposal below as marked or, if
not marked, to vote "For" the proposal below, and to use their
discretion to vote on any other matter incident to the conduct of the
Joint Special Meeting. If you do not intend personally to attend the
Joint Special Meeting, please complete, detach and mail this form in the
enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the Global
Target 15 Portfolio attributable to the undersigned at the Joint Special
Meeting of Interest holders and at any adjournment thereof as fully as
the undersigned would be entitled to vote if personally present, as
follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
S&P Target 10 Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the S&P Target 10
Portfolio, a series of the First Defined Portfolio Fund, LLC (the "Fund"
and the S&P Target 10 Portfolio is a "Series") will be held at the
office of the Fund, 1001 Warrenville Road, Suite 300, Lisle, Illinois
(telephone 1-800-621-1675) at 2:00 p.m., Central time, on Friday,
January 14, 2000. By signing and dating below, you instruct the persons
named below to, and they will, vote the proposal below as marked or, if
not marked, to vote "For" the proposal below, and to use their
discretion to vote on any other matter incident to the conduct of the
Joint Special Meeting. If you do not intend personally to attend the
Joint Special Meeting, please complete, detach and mail this form in the
enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the S&P Target
10 Portfolio attributable to the undersigned at the Joint Special
Meeting of Interest holders and at any adjournment thereof as fully as
the undersigned would be entitled to vote if personally present, as
follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fun, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
NASDAQ Target 15 Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the NASDAQ Target 15
Portfolio, a series of the First Defined Portfolio Fund, LLC (the "Fund"
and the NASDAQ Target 15 Portfolio is a "Series") will be held at the
office of the Fund, 1001 Warrenville Road, Suite 300, Lisle, Illinois
(telephone 1-800-621-1675) at 2:00 p.m., Central time, on Friday,
January 14, 2000. By signing and dating below, you instruct the persons
named below to, and they will, vote the proposal below as marked or, if
not marked, to vote "For" the proposal below, and to use their
discretion to vote on any other matter incident to the conduct of the
Joint Special Meeting. If you do not intend personally to attend the
Joint Special Meeting, please complete, detach and mail this form in the
enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the NASDAQ
Target 15 Portfolio attributable to the undersigned at the Joint Special
Meeting of Interest holders and at any adjournment thereof as fully as
the undersigned would be entitled to vote if personally present, as
follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
First Trust 10 Uncommon Values Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the First Trust 10
Uncommon Values Portfolio, a series of the First Defined Portfolio Fund
LLC (the "Fund" and the First Trust 10 Uncommon Values Portfolio is a
"Series") will be held at the office of the Fund, 1001 Warrenville Road,
Suite 300, Lisle, Illinois (telephone 1-800-621-1675) at 2:00 p.m.,
Central time, on Friday, January 14, 2000. By signing and dating below,
you instruct the persons named below to, and they will, vote the
proposal below as marked or, if not marked, to vote "For" the proposal
below, and to use their discretion to vote on any other matter incident
to the conduct of the Joint Special Meeting. If you do not intend
personally to attend the Joint Special Meeting, please complete, detach
and mail this form in the enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the First
Trust 10 Uncommon Values Portfolio attributable to the undersigned at
the Joint Special Meeting of Interest holders and at any adjournment
thereof as fully as the undersigned would be entitled to vote if
personally present, as follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
First Trust Energy Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the First Trust Energy
Portfolio, a series of the First Defined Portfolio Fund, LLC (the "Fund"
and the First Trust Energy Portfolio is a "Series") will be held at the
office of the Fund, 1001 Warrenville Road, Suite 300, Lisle, Illinois
(telephone 1-800-621-1675) at 2:00 p.m., Central time, on Friday,
January 14, 2000. By signing and dating below, you instruct the persons
named below to, and they will, vote the proposal below as marked or, if
not marked, to vote "For" the proposal below, and to use their
discretion to vote on any other matter incident to the conduct of the
Joint Special Meeting. If you do not intend personally to attend the
Joint Special Meeting, please complete, detach and mail this form in the
enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the First
Trust Energy Portfolio attributable to the undersigned at the Joint
Special Meeting of Interest holders and at any adjournment thereof as
fully as the undersigned would be entitled to vote if personally
present, as follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
First Trust Financial Services Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the First Trust Financial
Services Portfolio, a series of the First Defined Portfolio Fund, LLC
(the "Fund" and the First Trust Financial Services Portfolio is a
"Series") will be held at the office of the Fund, 1001 Warrenville Road,
Suite 300, Lisle, Illinois (telephone 1-800-621-1675) at 2:00 p.m.,
Central time, on Friday, January 14, 2000. By signing and dating below,
you instruct the persons named below to, and they will, vote the
proposal below as marked or, if not marked, to vote "For" the proposal
below, and to use their discretion to vote on any other matter incident
to the conduct of the Joint Special Meeting. If you do not intend
personally to attend the Joint Special Meeting, please complete, detach
and mail this form in the enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the First
Trust Financial Services Portfolio attributable to the undersigned at
the Joint Special Meeting of Interest holders and at any adjournment
thereof as fully as the undersigned would be entitled to vote if
personally present, as follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
</TABLE>
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
First Trust Internet Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the First Trust Internet
Portfolio, a series of the First Defined Portfolio Fund, LLC (the "Fund"
and the First Trust Internet Portfolio is a "Series") will be held at
the office of the Fund, 1001 Warrenville Road, Suite 300, Lisle,
Illinois (telephone 1-800-621-1675) at 2:00 p.m., Central time, on
Friday, January 14, 2000. By signing and dating below, you instruct the
persons named below to, and they will, vote the proposal below as marked
or, if not marked, to vote "For" the proposal below, and to use their
discretion to vote on any other matter incident to the conduct of the
Joint Special Meeting. If you do not intend personally to attend the
Joint Special Meeting, please complete, detach and mail this form in the
enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the First
Trust Internet Portfolio attributable to the undersigned at the Joint
Special Meeting of Interest holders and at any adjournment thereof as
fully as the undersigned would be entitled to vote if personally
present, as follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
First Trust Pharmaceutical Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the First Trust
Pharmaceutical Portfolio, a series of the First Defined Portfolio Fund
LLC (the "Fund" and the First Trust Pharmaceutical Portfolio is a
"Series") will be held at the office of the Fund, 1001 Warrenville Road,
Suite 300, Lisle, Illinois (telephone 1-800-621-1675) at 2:00 p.m.,
Central time, on Friday, January 14, 2000. By signing and dating below,
you instruct the persons named below to, and they will, vote the
proposal below as marked or, if not marked, to vote "For" the proposal
below, and to use their discretion to vote on any other matter incident
to the conduct of the Joint Special Meeting. If you do not intend
personally to attend the Joint Special Meeting, please complete, detach
and mail this form in the enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the First
Trust Pharmaceutical Portfolio attributable to the undersigned at the
Joint Special Meeting of Interest holders and at any adjournment thereof
as fully as the undersigned would be entitled to vote if personally
present, as follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
Voting Instructions Form
First Defined Portfolio Fund, LLC
Please sign, date and return all Voting Instruction Forms
received in the enclosed postage-paid envelope
These Voting Instructions are solicited by the Trustees
for the Joint Special Meeting of Interest Holders of the
First Trust Technology Portfolio to be held on January 14, 2000
A Joint Special Meeting of Interest holders of the First Trust
Technology Portfolio, a series of the First Defined Portfolio Fund, LLC
(the "Fund" and the First Trust Technology Portfolio is a "Series") will
be held at the office of the Fund, 1001 Warrenville Road, Suite 300,
Lisle, Illinois (telephone 1-800-621-1675) at 2:00 p.m., Central time,
on Friday, January 14, 2000. By signing and dating below, you instruct
the persons named below to, and they will, vote the proposal below as
marked or, if not marked, to vote "For" the proposal below, and to use
their discretion to vote on any other matter incident to the conduct of
the Joint Special Meeting. If you do not intend personally to attend
the Joint Special Meeting, please complete, detach and mail this form in
the enclosed envelope at once.
The undersigned, revoking all proxies heretofore given, hereby appoints
James A. Bowen and W. Scott Jardine or any one of them as proxies,
with full power of substitution in each, and hereby instructs the proxy
or proxies appointed herein to vote the Interests held in the First
Trust Technology Portfolio attributable to the undersigned at the Joint
Special Meeting of Interest holders and at any adjournment thereof as
fully as the undersigned would be entitled to vote if personally
present, as follows:
Please fill in the appropriate box below:
<TABLE>
<CAPTION>
For Against Abstain
___ _______ _______
<S> <C> <C> <C>
1. Approval of a new investment advisory and management agreement
between First Trust Advisors L.P. and the Fund on behalf of the Series
2. To vote in their discretion upon any other business that may come
before the meeting or any adjournment thereof.
</TABLE>
Please be sure to sign and date this proxy and return it in the enclosed
envelope.
Date:
______________________
______________________
Signature of Shareholder
______________________
Signature of Joint owner, if any
Important: Please Sign Exactly as Your Name(s) Appear on this Form.
When signing as attorney, executor, administrator, trustee, guardian, or
as custodian for a minor, please sign your name and give your full title
as such. If signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are a
partner signing for a partnership, please sign the partnership name and
your name. Joint owners should each sign this proxy.
