First Defined Portfolio Fund, LLC
Establishment and Designation of Series of
Membership Interests
Pursuant to Section 4.2 of the Limited Liability Company Agreement dated
as of January 8, 1999 (the "Agreement"), of First Defined Portfolio
Fund, LLC, a Delaware limited liability company (the "Company"), the
Sole Trustee and Member of the Company, this 18th day of June, 1999,
hereby establishes and designates twelve series of Membership Interests
(as defined in the Agreement) (the "Funds") to have the special and
relative rights described below.
1. The following Funds are established and designated:
The Dow (sm) Target 5 Portfolio
The Dow (sm) Target 10 Portfolio
Global Target 15 Portfolio
S&P Target 10 Portfolio
NASDAQ Target 15 Portfolio
Target Small Cap Portfolio
10 Uncommon Values Portfolio
First Trust Energy Sector Portfolio
First Trust Financial Services Sector Portfolio
First Trust Pharmaceutical/Healthcare Sector Portfolio
First Trust Technology Sector Portfolio
First Trust Internet Sector Portfolio
2. Each Fund shall be authorized to hold cash, invest in
securities, instruments and other property and use investment techniques
as from time to time described in the Company's then currently effective
registration statement under the Securities Act of 1933 to the extent
pertaining to the offering of Membership Interests of such Funds. Each
Membership Interest of the Funds shall be redeemable, shall be entitled
to one vote (or fraction thereof in respect of a fractional share) on
matters on which Members of that Fund may vote in accordance with the
Agreement, shall represent a pro rata beneficial interest in the assets
allocated or belonging to such Fund, and shall be entitled to receive
its pro rata share of the net assets of such Fund upon liquidation of
such Fund, all as provided in Article IV, Sections 4.2 and 4.5 of the
Agreement. The proceeds of the sale of Membership Interests of each
Fund, together with any income and gain thereon, less any diminution or
expenses thereof, shall irrevocably belong to such Fund, unless
otherwise required by law.
3. Members of each Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have
been effectively acted upon with respect to that Fund as provided in,
Rule 18f-2, as from time to time in effect, under the Investment Company
Act of 1940, as amended, or any successor rules, and by the Agreement.
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4. The assets and liabilities of the Company shall be allocated
among each Fund and any other series of Membership Interests that may be
established from time to time as set forth in Article IV, Section 4.5 of
the Agreement.
5. The designation of the Funds hereby shall not impair the power
of the Board of Trustees from time to time to designate additional
series of Membership Interests of the Company.
6. Subject to the applicable provisions of the 1940 Act and the
provisions of Article IV, Sections 4.2 and 4.5 of the Agreement, the
Board of Trustees shall have the right at any time and from time to time
to reallocate assets and expenses or to change the designation of each
Fund now or hereafter created, or to otherwise change the special
relative rights of a Fund designated hereby without any action or
consent of the Members.
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In Witness Whereof, the undersigned, being the Sole Trustee and Member
of the Company, has executed this instrument as of this 18th day of
June, 1999.
/s/ Xxxxx X. Xxxxx
___________________
Xxxxx X. Xxxxx
Sole Trustee and Member
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