Exhibit 2.1
PLAN OF TERMINATION, LIQUIDATION AND DISSOLUTION
FIRST TRUST/VALUE LINE(R) & IBBOTSON EQUITY ALLOCATION FUND
This PLAN OF TERMINATION, LIQUIDATION AND DISSOLUTION (the "Plan")
is
made on November 17, 2006 by FIRST TRUST/VALUE LINE(R) &
IBBOTSON EQUITY
ALLOCATION FUND (the "Fund"), a Massachusetts business trust and a
closed-end
investment company registered under the Investment Company Act of
1940, as
amended (the "1940 Act").
WHEREAS, pursuant to Section 8.2 of the Declaration of Trust of
the
Fund, dated February 20, 2004 (the "Declaration"), the Fund may be
terminated at
any time by the Trustees by written notice to the Shareholders of
the Fund;
WHEREAS, the Board of Trustees (the "Board") of the Fund, after
substantial discussion and deliberation, has unanimously determined
that it is
in the best interests of the Fund and the Shareholders of the Fund
to terminate,
liquidate and dissolve the Fund;
WHEREAS, this Plan is intended to accomplish the complete
termination,
liquidation and dissolution of the Fund in accordance with the laws
of the
Commonwealth of Massachusetts, the Declaration and the By-Laws of
the Fund as
amended and restated on June 12, 2006 (the "By-Laws"); and
WHEREAS, the Board has considered and approved this Plan as the
method
of terminating, liquidating and dissolving the Fund; and
WHEREAS, any capitalized terms used but not defined herein shall
have
the meanings ascribed to such terms in the Declaration;
NOW THEREFORE, the termination, liquidation and dissolution of the
Fund
shall be carried out in the manner hereinafter set forth:
1.
Effective Date of Plan.
The Plan and the termination, liquidation and dissolution of the
Fund
as contemplated therein, having been duly approved and adopted by
the Board
pursuant to Section 8.2 of the Declaration, shall become effective
upon the
sending of written notice to the Shareholders as soon as
practicable (the date
upon which such notice is sent being referred to herein as the
"Effective
Date"). The Fund shall cause such written notice to the
Shareholders to be sent
to the Shareholders as soon as practicable.
2.
Cessation of Business.
At the close of business on the Effective Date, the Fund shall
cease
its business as an investment company and shall thereafter carry on
no business
except for the purpose of winding up its affairs, liquidating its
assets,
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paying, discharging or making reasonable provision for the payment
of all of the
Fund's liabilities, whether accrued, contingent, expected or
otherwise, as
provided in Section 4 hereof, distributing its remaining assets in
complete
distribution of the Trust Property to the Shareholders, and doing
all other acts
required to liquidate and wind up its business and affairs, and
will dissolve,
all in accordance with this Plan and with the Declaration.
3.
Fixing of Interests and Closing of Shareholder Register Books.
The Fund shall provide the requisite notice or notices to the
American
Stock Exchange ("AMEX") of its termination and liquidation and the
date of the
First Distribution (as defined below), and shall provide any other
de-listing
application as required by the AMEX in order to cease the trading
of the Fund's
shares on the AMEX (the date provided in such notice as the date
the shares of
the Fund shall cease trading on the AMEX being referred to herein
as the "Notice
Date"). The proportionate interests of Shareholders in the assets
of the Fund
shall be fixed on the basis of their respective holdings at the
close of
business on the Notice Date. On the Notice Date, the stock transfer
books of the
Fund shall be closed. Thereafter, the Shareholders' respective
interests in the
Fund's assets shall not be transferable by the negotiation of share
certificates
and the Fund's shares will cease to be traded on the AMEX.
4.
Liquidation of Assets and Payments of Debts.
As soon as is reasonable and practicable after the Effective Date,
all
portfolio securities of the Fund shall be converted to cash or cash
equivalents.
As soon as practicable after the Effective Date, the Fund shall
determine and
pay or discharge, or make reasonable provision to pay or discharge
in full, all
known or reasonably ascertainable unpaid liabilities or obligations
of the Fund
incurred or expected to be incurred, prior to the date of the First
Distribution
(as defined below) provided for in Section 5 below. If the Fund is
unable to pay
or discharge any liabilities of the Fund prior to the date of the
First
Distribution, the Fund shall retain cash or cash equivalents in an
amount that
it estimates is necessary to pay or discharge such unpaid
liabilities of the
Fund on the Fund's books on the date of the First Distribution and
other
liabilities as described in Section 5 below.
5.
Liquidating Distributions.
The Fund's Trust Property is expected to be distributed by one or
more
cash payments in complete cancellation of all of the outstanding
shares of the
Fund. The first distribution of the Fund's Trust Property (the
"First
Distribution") is expected to consist of cash representing a
substantial portion
of the assets of the Fund, less an estimated amount necessary to
pay or
discharge any (a) unpaid liabilities and obligations of the Fund on
the Fund's
books on the d
