FIRST DEFINED PORTFOLIO FUND, LLC
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 Dow(sm) Target Dividend Portfolio
The Dow (sm) 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.
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx
Trustee Trustee
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
Trustee Trustee
