FIRST DEFINED PORTFOLIO FUND, LLC
FORM OF THIRD AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF MEMBERSHIP INTERESTS
WHEREAS, 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 of the Company, on the 18th day of June,
1999, established and designated twelve series of Membership Interests
(as defined in the Agreement) each a "Fund" to have the special and
relative rights described in such Establishment and Designation of
Series;
WHEREAS, on the 20th day of September, 1999, the Trustees of the
Company amended and restated such Establishment and Designation of Series
in order to eliminate two series (The Dowsm Target 10 Portfolio and the
Target Small Cap Portfolio) and add an additional series (The Dowsm DART
10 Portfolio) and to modify the names of certain Funds;
WHEREAS, on the 7th day of March, 2005, the Trustees of the
Company amended and restated such Establishment and Designation of Series
in order to designate an additional series to be named The Dowsm Target
Dividend Portfolio and to modify the names of certain Funds; and
WHEREAS, the Trustees of the Company now desire to further amend
and restate the Establishment and Designation of Series to eliminate four
series (First Trust Energy Portfolio, First Trust Financial Services
Portfolio, First Trust Pharmaceutical Portfolio and First Trust
Technology Portfolio).
NOW THEREFORE, the Trustees of the Company, this 11th day of
December, 2006, hereby amend and restate the Establishment and
Designation of Series as follows:
1. The following series are hereby terminated: First
Trust Energy Portfolio, First Trust Financial Services
Portfolio, First Trust Pharmaceutical Portfolio and First Trust
Technology Portfolio.
2. The Company consists of the following eight series
of Membership Interests that have been established and
designated by the Board of Trustees:
Target Managed VIP Portfolio
The Xxx xx Target Dividend Portfolio
The Dowsm DART 10 Portfolio
Global Dividend Target 15 Portfolio
S&P Target 24 Portfolio
Value Line(R) Target 25 Portfolio
NASDAQ(R) Target 15 Portfolio
First Trust 10 Uncommon Values Portfolio
3. Each Fund shall be authorized to hold cash, invest
in securities, instruments and other property and use investment
techniques as from time to time approved by the Trustees and
thereafter 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 each Fund shall be
redeemable, shall be entitled to one vote (or fraction thereof
in respect of a fractional share) on matters on which the
Member, in its capacity as the holder of the Membership
Interests 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 the
Agreement, including, without limitation, Article IV, Sections
4.2 and 4.5 thereof. 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.
4. The Member, in its capacity as the holder of the
Membership Interests of each Fund, shall vote Membership
Interests of each Fund 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 such Fund as
provided in, Rule 18f-2, as from time to time in effect, under
the Investment Company Act of 1940, as amended (the "1940 Act"),
or any successor rules, and by the Agreement.
5. 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.
6. The designation of each Fund 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, including those that may be senior to existing series.
7. 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 each Fund
designated hereby without any action or consent of the Member.
[REMAINDER OF XXXX LEFT INTENTIONALLY BLANK.
SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the undersigned, being the
Trustees of the Company, have executed this instrument as of
this 11th day of December, 2006.
___________________________ ___________________________
Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx
Trustee Trustee
___________________________ ___________________________
Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
Trustee Trustee
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