FT DEFINED PORTFOLIOS LLC
ESTABLISHMENT AND DESIGNATION OF SERIES OF
MEMBERSHIP INTERESTS
WHEREAS, pursuant to Section 4.2 of the Amended and Restated Limited
Liability Company Agreement dated as of December 11, 2000 (the "Agreement"), of
FT Defined Portfolios LLC, a Delaware limited liability company (the "Company"),
the Sole Trustee of the Company, this 11th day of December, 2000, establishes
and designates two series of Membership Interests (as defined in the Agreement)
(each, a "Fund") to have the special and relative rights described below;
NOW THEREFORE, the Sole Trustee of the Company, hereby determines the
following:
1. The following Funds are established and designated:
Nasdaq Target 15 Portfolio
First Trust 10 Uncommon Values 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 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.
3. 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.
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 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.
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 each Fund
designated hereby without any action or consent of the Member.
IN WITNESS WHEREOF, the undersigned, being the Sole Trustee and Member
of the Company, has executed this instrument as of this 11th day of December,
2000.
/s/ James A. Bowen
James A. Bowen
Sole Trustee
