FIRST DEFINED PORTFOLIO FUND, LLC
___________________________________________________________________________
Distribution Agreement
This Distribution Agreement (the "Agreement") is made as of this 1st day
of October, 1999, by and between First Defined Portfolio Fund, LLC (the
"Company"), a Delaware limited liability company, on behalf of each
series (each a "fund" and, collectively, the "funds") of the Company
listed in Appendix A attached hereto, as may be amended from time to
time and Nike Securities L.P., an Illinois limited partnership (the
"Distributor").
Section 1. GENERAL DUTIES AS DISTRIBUTOR OF FUND INTERESTS.
Distributor shall act as principal distributor for each fund. Each fund
may be authorized to issue multiple series. Distributor has the
exclusive right to purchase, as agent, from each fund, interests of each
series authorized and issued by a fund. Distributor agrees, as agent
for each fund, to accept for redemption, the interests of each series
authorized and issued by the fund; whenever the officers of the Company
deem it advisable for the protection of interest holders, they may
suspend or cancel such authority with respect to one or more of the
funds. In the performance of these duties, Distributor shall be guided
by the requirements of this Agreement, the applicable provisions of the
Company's Limited Liability Company Agreement and applicable federal and
state law, all as amended and/or supplemented from time to time, and
each fund's Prospectus and Statement of Additional Information, then in
effect under the Company's current Registration Statement filed with the
U.S. Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"), and the Investment
Company Act of 1940, as amended (the "1940 Act").
Section 2. SALES LITERATURE AND ADVERTISEMENTS.
All sales literature and advertisements used by Distributor in
connection with the sale of the Company's interests must be approved in
advance by a Company officer. In connection with the sale or arranging
for the sale of the Company's interests, Distributor is authorized to
give only such information and to make only such statements or
representations as are contained in each fund's Prospectus then
currently in effect under the Company's Registration Statement, or in
sales literature or advertisements approved by the Company.
Section 3. LIMITATION UPON INVESTMENT IN THE COMPANY.
Distributor shall not accept any initial or subsequent investment in
interests of a fund, except as described in the fund's then-current
Prospectus and Statement of Additional Information.
Section 4. OFFERING PRICE & NET ASSET VALUE PER INTEREST.
Interests of each fund sold under this Agreement shall be sold only at
the offering price in effect at the time of such sale, as described in
the fund's then-current Prospectus and Statement of Additional
Information, and the fund shall receive not less than the full net asset
value therefor.
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Any reference to "net asset value per interest" shall refer to each
fund's net asset value per interest computed in accordance with the
Company's Limited Liability Company Agreement, the fund's then-current
Prospectus and Statement of Additional Information and the instructions
of the Trustees, all as amended from time to time. The Company or its
agent will advise Distributor as promptly as practicable of each fund's
net asset value per interest on each day on which it is determined.
Section 5. DUTIES UPON SALE OR REDEMPTION OF INTERESTS.
Distributor shall remit or cause to be remitted to the Company's
custodian or transfer agent, as applicable, the net asset value per
interest of all interests of each fund sold by Distributor. Each fund
will, as promptly as practicable, cause the account of the purchaser to
be credited with the number of interests purchased. The Company will
not issue interest certificates.
Distributor shall process or cause to be processed requests received
from each fund's interest holders for redemption of its interests, in
the manner prescribed in the fund's then-current Prospectus and
Statement of Additional Information. Interests shall be redeemed at
their net asset value per interest next computed after receipt of the
redemption request, subject to any applicable redemption fee as set
forth in the fund's then-current Prospectus. Distributor shall arrange
for payment to such interest holders from each fund's account with the
custodian or transfer agent, as applicable.
Section 6. INFORMATION RELATING TO THE COMPANY.
The Company or its agent will furnish Distributor with a certified copy
of all financial statements and a signed copy of each report prepared by
its independent public accountants, and will cooperate fully with
Distributor in its efforts to sell the funds' interests, and in the
performance by Distributor of all of its duties under this Agreement.
Section 7. FILING OF REGISTRATION STATEMENTS.
The Company or its agent will from time to time file (and furnish
Distributor with copies of) such registration statements, amendments and
supplements thereto, and reports or other documents as may be required
under the 1933 Act, the 1940 Act, or the laws of the states in which
Distributor desires to sell interests of the funds.
Section 8. MULTIPLE CAPACITIES.
Distributor shall give the Company equitable treatment under the
circumstances in supplying services in any capacity, but the Company
recognizes that it is not entitled to receive preferential treatment
from Distributor as compared with the treatment given to any other
investment company or customer. Whenever Distributor shall act in
multiple capacities on behalf of the Company, Distributor shall maintain
the appropriate separate account and records for each such capacity.
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Section 9. PAYMENT OF FEES AND EXPENSES.
Distributor shall, at its own expense, finances certain activities
incident to the sale and distribution of the interests of the funds,
including printing and distribution of prospectuses and statements of
additional information to other than existing interest holders and the
printing and distributing of sales literature and advertising.
Distributor shall be entitled to receive for its services as distributor
the fees payable in accordance with any plans adopted by the funds (or
class of interests of the respective funds) pursuant to Rule 12b-1 under
the 1940 Act, and may remit such fees to, among others, American Skandia
Life Assurance Corporation in accordance with the terms of any such plan.
Section 10. LIABILITY OF THE DISTRIBUTOR.
Distributor shall be liable for its own acts and omissions caused by
Distributor's willful misfeasance, bad faith, or gross negligence in the
performance of Distributor's duties, or by Distributor's reckless
disregard of its obligations under this Agreement, and nothing herein
shall protect Distributor against any such liability to the Company or
its interest holders. Subject to the first sentence of this Section,
Distributor shall not be liable for any action taken or omitted on
advice, obtained in good faith, of counsel, provided such counsel is
satisfactory to the Company.
Section 11. TERMINATION OF AGREEMENT; ASSIGNMENT.
This Agreement may be terminated at any time, without the payment of any
penalty, on 60 days' written notice (i) by Distributor; (ii) by the
Company, acting pursuant to a resolution adopted by the non-interested
Trustees; or (iii) by the vote of the holders of the lesser of (1) 67%
of the Company's interests present at a meeting if the holders of more
than 50% of the outstanding interests are present in person or
represented by proxy, or (2) more than 50% of the outstanding interests
of the Company. This Agreement shall automatically terminate in the
event of its assignment. Termination shall not affect the rights of the
parties which have accrued prior thereto.
Section 12. DURATION.
Unless sooner terminated, this Agreement shall continue in effect for
one year from the date herein above first written, and from year to year
thereafter until terminated, provided that the continuation of this
Agreement and the terms hereof are specifically approved annually in
accordance with the requirements of the 1940 Act as modified or
superseded by any rule, regulation, order or interpretive position of
the Commission.
Section 13. NON-LIABILITY OF CERTAIN PERSONS.
Any obligation of the Company hereunder shall be binding only upon the
assets of the Company (or the applicable fund thereof) and shall not be
binding upon any Trustee, officer, employee, agent, member or interest-
holder of the Company. Neither the authorization of any action by any
Trustee, officer, employee, agent, member or interest-holder of the
Company nor the execution of this agreement on behalf of the Fund shall
impose any liability upon any Trustee, officer, employee, agent, member
or interest-holder of the Company.
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Section 14. DEFINITIONS.
The terms "assignment" and "interested person" when used in this
Agreement shall have the meanings given such terms in the 1940 Act.
Section 15. CONCERNING APPLICABLE PROVISIONS OF LAW, ETC.
This Agreement shall be subject to all applicable provisions of law,
including, without being limited to, the applicable provisions of the
1940 Act, the 1933 Act, and the Securities Exchange Act of 1934, as
amended; and to the extent that any provisions of this Agreement are in
conflict with such laws, the latter shall control.
The laws of the State of Illinois shall govern the construction,
validity and effect of this Agreement.
Section 16. MISCELLANEOUS.
The obligations of the Company and each fund are not personally binding
upon, nor shall resort be had to the private property of, any of the
Trustees, interest holders, officers, employees or agents of the Company
or any fund, but only the relevant fund's property shall be bound. No
fund shall be liable for the obligations of any other fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
above written.
FIRST DEFINED PORTFOLIO FUND, LLC
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name:_______________________________
Title: President
______________________________
NIKE SECURITIES L.P.
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name:_______________________________
Title: President
______________________________
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APPENDIX A
1. The Dow (sm) Target 5 Portfolio
2. The Dow (sm) DART 10 Portfolio
3. Global Target 15 Portfolio
4. S&P Target 10 Portfolio
5. NASDAQ Target 15 Portfolio
6. First Trust 10 Uncommon Values Portfolio
7. First Trust Energy Portfolio
8. First Trust Financial Services Portfolio
9. First Trust Pharmaceutical Portfolio
10. First Trust Technology Portfolio
11. First Trust Internet Portfolio
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