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:
{X} Preliminary Proxy Statement { } Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-6(e)(2))
{ } Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to 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.
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{ } 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:
_____________________________________________________________________
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December 15, 1999
Dear Policyholder:
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 policy.
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 regarding the
agreement 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
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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 policies will be entitled to vote only if he
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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
Page
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
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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 policy 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 instruction 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
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voting instruction 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.
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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>
Page
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., 290 South County Farm Road, 3rd Floor, Wheaton,
Illinois 60187, and one general partner, Nike Securities Corporation
("Nike Securities"). Grace Partners of DuPage L.P. is a limited
partnership with one general partner, Nike Securities, and a number of
limited partners. Nike Securities 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 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. 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
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Securities. Upon his death this voting power transferred to his wife,
Judith Van Kampen. The 1940 Act presumes that beneficial 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 or Nike Securities 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 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
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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 (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
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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
Page
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>
Page
<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>
Page
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
[________________ and ________________] 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 Card.
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.
Page
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
[________________ and ________________] 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 Card.
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.
Page
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
[________________ and ________________] 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 Card.
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.
Page
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
[________________ and ________________] 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 Card.
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.
Page
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
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
[________________ and ________________] 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 Card.
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.
Page 13
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
[________________ and ________________] 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 Card.
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.
Page
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
[________________ and ________________] 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 Card.
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.
Page
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
[________________ and ________________] 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 Card.
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.
Page
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
[________________ and ________________] 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 Card.
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.
Page
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
[________________ and ________________] 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 Card.
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.
Page
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
[________________ and ________________] 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 Card.
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.
Page
