FIRST DEFINED PORTFOLIO FUND, LLC SECOND 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
                           SECOND 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 Dow(sm) Target 10 Portfolio and the Target Small Cap
Portfolio) and add an additional series (The Dow(sm) DART 10 Portfolio) and to
modify the names of certain Funds;

        WHEREAS, the Trustees of the Company now desire to further amend and
restate the Establishment and Designation of Series in order to designate an
     additional series to be named The Dow(sm) Target Dividend Portfolio and to
     modify the names of certain Funds;

        NOW THEREFORE, the Trustees of the Company, this 7th day of March, 2005,
hereby amend and restate the Establishment and Designation of Series as follows:

        1. The Dow(sm) Target Dividend Portfolio is established and designated
as a series of the Company; and

        2. The Company consists of the following twelve 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
               First Trust Energy Portfolio
               First Trust Financial Services Portfolio
               First Trust Pharmaceutical Portfolio
               First Trust Technology 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.