SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Sec. 240.14a-11(c) or Sec. 240.14a-12
First Trust/Value Line(R) & Ibbotson Equity Allocation Fund
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(Name of Registrant as Specified in its Charter)
Ralph W. Bradshaw
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Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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):
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(5) Total fee paid:_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
_______________________________________
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PROXY STATEMENT IN OPPOSITION
TO SOLICITATION BY THE BOARD OF TRUSTEES OF THE
First Trust/Value Line(R) & Ibbotson Equity Allocation Fund
ANNUAL MEETING OF SHAREHOLDERS
To be held on December 11, 2006
This proxy statement and the enclosed [GREEN] proxy card are being
furnished to holders of record on October 6, 2006 (the "Record Date")
of shares of common stock ("Common Stock") of First Trust/Value Line(R)
& Ibbotson Equity Allocation Fund (the "Fund" or "FVI") by Ralph W.
Bradshaw (the "Soliciting Shareholder"), a shareholder of the Fund,
in connection with the solicitation of proxies by the Soliciting
Shareholder for use at the 2006 Annual Meeting of Shareholders of the
Fund (the "Meeting") to be held at the offices of First Trust Advisors
L.P.("First Trust"), 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532 on December 11, 2006 at 8:00 a.m. Central Time and any
adjournment or adjournments thereof. The Soliciting Shareholder is
soliciting a proxy to vote your shares at the Meeting and at any and
all adjournments or postponements of the Meeting.
INTRODUCTION
This proxy statement and the enclosed [GREEN] proxy card are first
being sent to shareholders of the Fund on or about xxx for the
following purposes:
(1) To vote on an Agreement and Plan of Reorganization and the
transactions it contemplates (the "Plan"), including the transfer
of all of the assets of FVI to First Trust Value Line (R) Equity
Allocation Index Fund ("FVI ETF"), in exchange for shares of
FVI ETF, the assumption by FVI ETF of all of the liabilities of FVI
and the distribution of such FVI ETF shares, on a tax-free basis for
federal income tax purposes, pro rata to the shareholders of record of
FVI in complete liquidation, dissolution and termination of FVI; and
(2) To elect the Trustees of FVI; and
(3) To vote on such other business as may come before the Annual
Meeting and any adjournment or postponement thereof.
With respect to these matters, the Soliciting Shareholder is
soliciting a proxy to vote your shares:
- AGAINST the Agreement and Plan of Reorganization.
- FOR the election of the individuals whom the Soliciting
Shareholder intends to nominate for election as Trustees of the Fund.
How Proxies Will Be Voted
All of the proposals scheduled by the Fund for a vote at the Meeting
are included in the enclosed [GREEN] proxy card. If you wish to vote
on any item, you may do so by completing and returning a [GREEN] proxy
card.
If you return a [GREEN] proxy card to the Soliciting Shareholder or its
agent, your shares will be voted on each matter as you indicate. If
you do not indicate how your shares are to be voted on a matter, they
will be voted AGAINST the Agreement and Plan of Reorganization and
FOR the election of the nominees named in this proxy. If any other
proposals are introduced at the Meeting, proxies will be voted by the
Soliciting Shareholder in accordance with the best interests of the
shareholders,in the sole judgment and opinion of the Soliciting
Shareholder. The proxies may also temporarily decline to attend the
Meeting, thereby possibly preventing a quorum, in order to solicit
additional proxies or, if they deem it to be in the interest of the
shareholders, for any other legal reason. If you return a [GREEN]
proxy card, you will be granting the persons named as proxies
discretionary authority to vote on any other matters of which they
are not now aware that may come before the Meeting. These may
include, among other things, matters relating to the conduct of the
Meeting and proposals of other shareholders.
Voting Requirements
Only shareholders of record on the Record Date are entitled to vote
at the Meeting. According to the Fund's proxy dated October 17,
2006, there were 6,505,236 issued and outstanding shares of common
stock of the Fund. Shareholders will be entitled to one vote for
each share held. Only shareholders of record at the close of
business on October 6, 2006, will be entitled to vote at the Meeting.
Once this contest is established, "broker non-votes"(i.e., shares
held by brokers or nominees as to which (a) instructions have not been
received from the beneficial owners or persons entitled to vote and
(b) the broker or nominee does not have discretionary voting power on
a particular matter) will not be counted for purposes of determining
whether a quorum is present for purposes of convening the Meeting.
Abstentions will have the effect of a vote against Proposal 1.
Nominees receiving the affirmative vote of a plurality of the shares
present and entitled to vote at the Meeting will be elected to serve
as Trustees of the Fund.
If a quorum is not present at the Meeting, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. The proxies may also propose an adjournment
for other reasons. An adjournment may require the affirmative vote
of a majority of those shares present at the Meeting in person or by
proxy. If such an adjournment of the Meeting is proposed, the persons
named as proxies on the [GREEN] proxy card will vote for or against
such adjournment in their discretion. The Soliciting Shareholder's
decision would prevail.
Revocation of Proxies
You may revoke any proxy you give to management or the Soliciting
Shareholder at any time prior to its exercise in the following ways:
Deliver a written revocation of your proxy to the Secretary of the
Fund;
Execute and deliver a later dated proxy to the Soliciting
Shareholder or to the Fund or our respective agents; or
Vote in person at the Meeting. (Attendance at the Meeting will not
in and of itself revoke a proxy.)
There is no limit on the number of times you may revoke your proxy
prior to the Meeting. Only the latest dated, properly signed proxy
card will be counted.
INFORMATION CONCERNING THE Soliciting ShareHOLDER
The address of the Soliciting Shareholder is One West Pack Square,
Suite 1650, Asheville, NC 28801.
As of the Record Date, the Soliciting Shareholder held the
beneficial ownership of 1,201 shares of Common Stock of the Fund.
Following is a schedule showing the purchases and sales of Common
Stock of the Fund by the Soliciting Shareholder within the past two
years.
Date Number of Shares Purchased
4/21/06 200
8/29/06 1
9/1/06 1000
The Soliciting Shareholder has made the decision to give shareholders
a choice regarding the members of the Board of Trustees and an
opportunity to vote on the Plan. In the Soliciting Shareholder's
opinion, shareholders are not being well served by actions of the
current Board, as he believes Trustees have taken steps that have the
effect of limiting their accountability to shareholders and limiting
the potential return on a shareholder's investment in the Fund.
There are no contracts, arrangements, or understandings of any kind
between the Soliciting Shareholder and any other person with respect
to how shares of the Fund owned by that person might be voted.
REASONS FOR THE SOLICITATION
Almost one-third of General Equity Closed-End Funds, the category
which includes FVI, reported trading at a premium to their net asset
value ("NAV") on October 13, 2006, the last Friday before the Fund's
proxy statement was released. This means that the market value of
the investment for the shareholders of these funds was HIGHER than
the net assets under management. To my knowledge, there is no
"magic bullet" that automatically moves a fund to trade at a premium
to NAV, but it is apparent that some funds are being managed to
further benefit the interests of their shareholders.
For most of FVI's life since inception, Fund records show that its
shares have traded at a double-digit discount to its NAV, even with
reasonable portfolio performance. When trading at a discount to NAV,
other closed-end funds have taken a variety of steps to address this
situation, including, for example, tender offers, share repurchases,
and/or managed distribution policies. Though these steps may be
beneficial to shareholders, they reduce the assets in the fund, and
therefore the management fees to the fund's adviser, so they may not
be adequately considered by some fund boards. The Fund's proxy
statement discloses that options other than the Plan were considered
by the Trustees but it does not elaborate on why they were not chosen.
The Soliciting Shareholder believes that the Fund and its shareholders
can and should be better served.
The purpose of this proxy is to allow shareholders to vote on the
Plan and to solicit your vote to elect Glenn W. Wilcox, Sr., Andrew A.
Strauss, Edwin Meese III, Thomas H. Lenagh, and Ralph W. Bradshaw to
the Board of Trustees.
As a shareholder of our Fund, I believe that the election of Messrs.
Wilcox, Strauss, Meese, Lenagh, and Bradshaw as Trustees will provide
shareholders with additional independent voices on important matters
affecting the Fund. Their backgrounds testify to the fact that they
will provide a great body of knowledge and experience in dealing with
issues that are important to the Fund and its shareholders. Their
election will give the Board new perspective and may help assure that
measures intended to benefit shareholders are more actively
considered. Each is committed to following the will of the
shareholders.
Shareholders may be concerned that the discount to NAV for FVI shares
might temporarily widen from present levels. If shares of FVI do not
trade above NAV, the Soliciting Shareholder commits to present to the
Board by June 30, 2007, a proposal to provide to shareholders an
option to receive NAV for their shares.
If you share these goals, I urge you to vote, using the enclosed
[GREEN] proxy card.
CERTAIN CONSIDERATIONS
In deciding whether to give the Soliciting Shareholder your proxy,
you should consider the following information.
Even if these nominees are elected, there can be no assurance that
the full Board of Trustees will take any actions that any individual may
advocate or that such actions, if taken, will achieve their
intended goals. However, these nominees, if elected, will create
a group of Fund trustees committed to follow the will of the
shareholders.
Implementation of certain Board actions may require shareholder
approval, and no assurance can be given that such approval will be
obtained. In addition, various costs, which would be borne indirectly
by shareholders, may be associated with certain actions, including but
not limited to those associated with holding a special meeting of
shareholders.
As described in this proxy, shareholders are given the opportunity to
vote on the Plan and to vote on the election of Trustees.
Proposal 1 - AGREEMENT AND PLAN OF REORGANIZATION
It is proposed that the assets of FVI, a closed-end fund, be
transferred to FVI ETF. The Trustees of FVI are seeking approval of
this Plan, which is discussed more fully in the Fund's proxy
documents. According to these documents, "the Trustees considered
that ETF's ... historically trade at or very close to their net asset
value". Trustees recommended approval of the Plan noting that current
shareholders after Reorganization would be able to "sell at a price
closer to net asset value, which they would not have been able to
receive based upon FVI's current discount".
As noted in the Fund's proxy, FVI shares closed at a 2.55% discount
on the October 6, 2006 Record Date and have regularly traded in recent
months at a discount to NAV less than 3.35%. Therefore, there is
little remaining potential discount closure price improvement from
approval of the Plan and shareholders have had opportunity for some
time to liquidate their position in the Fund's shares at prices close
to the NAV, if they so desired. However, approval of the Plan would
likely reduce or eliminate the future possibility of shareholders
receiving a price greater than NAV for their shares.
Shareholders should be aware of benefits to the Fund's investment
adviser and the current Trustees if the Plan is approved.
Reorganization into an ETF would allow management fees to grow
through the addition of new assets, which is much more difficult under
the existing closed-end fund structure. The American Stock Exchange
does not require that an ETF hold an annual meeting of shareholders and
so the direct accountability of the management and the current Trustees
to the shareholders would be reduced.
In my opinion, it is in the best interest of shareholders that the Plan
not be approved so that other options that may prove more favorable to
shareholders can be considered. The Soliciting Shareholder recommends
that shareholders vote AGAINST approval of the Agreement and Plan of
Reorganization.
Proposal 2 - ELECTION OF TRUSTEES
At the Meeting, shareholders will have the opportunity to elect five
individuals as Trustees of the Fund.
The Soliciting Shareholder intends to nominate Glenn W. Wilcox, Sr.,
Andrew A. Strauss, Edwin Meese III, Thomas H. Lenagh, and Ralph W.
Bradshaw for election as Trustees to fulfill these positions.
For purposes of this proxy, the address for each Nominee is: c/o Ralph
W. Bradshaw, One West Pack Square, Suite 1650, Asheville, NC 28801.
Information about the nominees is as follows:
DIRECTORSHIPS HELD BY
PRINCIPAL OCCUPATION OVER NOMINEE FOR TRUSTEE
PAST 5 YEARS AND DATE OF BIRTH OUTSIDE OF FUND COMPLEX*
Glenn W. Wilcox, Sr.
DOB 12/31
Chairman of the Board and Chief Director of Wachovia
Executive Officer of Wilcox Travel Corp. WNC Regional
Agency, Inc. Advisory Board;
Director of Champion
Industries, Inc.; and
Chairman of Tower
Associates, Inc. (a real-
estate venture);
Director of Cornerstone
Strategic
Value Fund, Inc. and
Cornerstone Total
Return Fund, Inc.
Andrew A. Strauss
DOB 11/53
Attorney and senior member of Director of Memorial
Strauss & Associates, P.A., Mission Hospital
Attorneys, Asheville and Foundation, Deerfield
Hendersonville, NC; previous Episcopal Retirement
President of White Knight Community and Asheville
Healthcare, Inc. and LMV Symphony;
Leasing, Inc., a wholly owned Director of Cornerstone
subsidiary of Xerox Credit Strategic Value Fund, Inc.
Corporation; and Cornerstone Total
Return Fund, Inc.
Edwin Meese III
DOB 12/31
Distinguished Fellow, The Heritage Director of Carrington,
Foundation Washington D.C.; Laboratories Inc.,
Distinguished Visiting Fellow at the Cornerstone Strategic
Hoover Institution, Stanford Value Fund, Inc. and
University; Senior Adviser, Cornerstone Total
Revelation L.P.; formerly U.S. Return Fund, Inc.
Attorney General under President
Ronald Reagan;
Thomas H. Lenagh
DOB 11/24
Chairman of the Board of Photonics Director of The Adams
Products Group; Independent Express Company;
Financial Adviser Petroleum and Resources
Corporation Inc.;
Cornerstone Strategic
Value Fund, Inc.; and
Cornerstone Total
Return Fund, Inc.
Ralph W. Bradshaw
DOB 12/50
President, Cornerstone Advisors, Previous Director of The
Inc.; Financial Consultant Austria Fund, Inc.;
Director of Cornerstone
Strategic
Value Fund, Inc. and
Cornerstone Total
Return Fund, Inc.
*If elected as Trustees, the Nominees would not
oversee any other registered investment company within the
First Trust family of investment companies.
As of October 27, 2006, the dollar range of shares of Common Stock
beneficially owned by each Nominee is as follows:
Aggregate Dollar
Range of Equity
Securities in Funds
to be Overseen by
Nominee in
Dollar Range of Equity the First Trust
Family of
Name of Nominee Securities in FVI Investment
Companies*
---------------------- --------------------------- -------------
Ralph W. Bradshaw $10,001-$50,000 $10,001-$50,000
Thomas H. Lenagh None None
Edwin Meese III None None
Andrew A. Strauss $10,001-$50,000 $10,001-$50,000
Glenn W. Wilcox, Sr. $10,001-$50,000 $10,001-$50,000
*If elected as Trustees, the Nominees would not
oversee any other registered investment company within the
First Trust family of investment companies.
For a number of years, these nominees and I have served together on
the Boards of Directors of several closed-end funds. During this time,
shareholders of these funds have been given opportunities to vote on a
variety of proposals, including for example, open-ending, liquidation,
modifying the investment focus, changing the investment adviser, and
choosing the independent accountants. Some proposals were initiated
by the Boards and some by shareholders, some passed and some did not.
Most of these required the approval of a majority of shares
outstanding. In every case, these individuals sought the will of the
majority and followed it. The two closed-end funds where we now
jointly serve as directors both currently trade at a premium to
their NAV.
Shareholders may be concerned that the discount to NAV for FVI shares
might temporarily widen from present levels. If shares of FVI do not
trade above NAV, the Soliciting Shareholder commits to present to the
Board by June 30, 2007, a proposal to provide to shareholders an
option to receive NAV for their shares.
The Fund pays no compensation to the Fund's officers. Other than fees
that may be payable by the Fund to its directors, the nominees named
above have no arrangement or understanding with any person with respect
to any future employment or any direct or indirect business
relationship by or with the Fund or any affiliate of the Fund.
The persons named as proxies in the enclosed [GREEN] proxy card intend,
in the absence of contrary instructions, to vote all proxies they are
entitled to vote AGAINST the Plan of Reorganization and FOR the
election of the nominees named above.
Extensive information about the nominees has been presented to the
Fund for its review and each nominee has consented to stand for
election and to serve if elected. If any is unable to serve, an
event not now anticipated, the proxies will be voted for such
other person, if any, designated by the Soliciting Shareholder.
Information regarding the persons now serving as directors and officers
of the Fund, and additional information regarding the Fund, are
contained in the Fund's proxy statement.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The Fund's proxy discloses that as of the dates indicated, based
solely on information First Trust obtained from filings made on the
SEC's EDGAR website, the following persons owned beneficially or of
record 5% or more of FVI's shares.
NUMBER OF PERCENTAGE
SHARES OF
NAME AND ADDRESS BENEFICIALLY OWNERSHIP
OWNED DATE
---------------- ----------- -------- --------
Doliver Capital Advisors, Inc. 1,645,700 25.3% May 5, 2006
1800 Bering Drive
Suite 850
Houston, TX 77057
Ronald G. Olin (1) 372,300 5.7% May 5, 2006
One West Pack Square
Suite 777
Asheville, NC 28803
QVT Financial LP 337,400 5.19% August 29, 2006
1177 Avenue of the Americas
9th Floor
New York, NY 10026
(1) Ralph W. Bradshaw served as Vice President of Deep Discount
Advisors, Inc., of which Mr. Olin was President, from 1993 to 1999
and purchased real estate from Mr. Olin in January, 2006.
The Soliciting Shareholder knows of no other person who owned of record
or beneficially more than 5% of the outstanding Common Stock of the
Fund that is not disclosed in the Fund's proxy statement.
THE SOLICITATION
Ralph W. Bradshaw, the Soliciting Shareholder, is making this
solicitation.
Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward this proxy statement and the enclosed
[GREEN] proxy card to the beneficial owners of shares of Common Stock
for whom they hold shares of record. The Soliciting Shareholder will
reimburse these organizations for their reasonable out-of-pocket
expenses.
The Soliciting Shareholder will bear all of the fees and expenses
related to this proxy solicitation.
Proxy solicitation will be made primarily by mail, but such
solicitation may also be made by telephone or personal interviews
conducted by the Soliciting Shareholder, by those named as proxies
in this statement, or by other representatives of the Soliciting
Shareholder.
The Soliciting Shareholder is not and, within the past year, has not
been a party to any contract, arrangement or understanding with any
person with respect to any securities of the Fund. In addition, there
is no arrangement or understanding involving the Soliciting Shareholder
that relates to future employment by the Fund or any future transaction
with the Fund.
If you have any questions concerning this proxy solicitation or the
procedures to be followed to execute and deliver a proxy, please
contact the Soliciting Shareholder at 828-210-8184.
ADDITIONAL PROPOSALS
The Soliciting Shareholder knows of no business that will be presented
for consideration at the Meeting other than that set forth in this
proxy statement and in the Fund's proxy statement. If any other
matters are properly presented for consideration at the Meeting, it is
the intention of each of the persons named as proxies on the enclosed
[GREEN] proxy card to vote in accordance with his own best judgment on
such matters.
The date by which a shareholder must submit a proposal to be presented
at the 2007 Annual Meeting of Shareholders is set forth in the Fund's
proxy statement.
Dated: xxx