FIRST DEFINED SECTOR FUND
485BPOS, EX-99.C, 2000-12-28
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                            FIRST DEFINED SECTOR FUND

                        ESTABLISHMENT AND DESIGNATION OF
                     SERIES OF SHARES OF BENEFICIAL INTEREST

         Pursuant to Section 2 of Article IV of the  Declaration  of Trust dated
April  24,  2000  (the   "Declaration"),   of  First  Defined   Sector  Fund,  a
Massachusetts  business trust (the "Trust"), the sole Trustee of the Trust, this
24th day of April,  2000,  hereby  establishes  and  designates  three series of
Shares (as defined in the  Declaration) of the Trust (each a "Fund") to have the
special and relative rights described below.

          1.    The following three Funds are established and designated:

                           First Trust Technology Portfolio
                           First Trust Life Sciences Portfolio
                           First Trust Financial Services 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 described in the Trust's then currently  effective  registration  statement
under the  Securities  Act of 1933 to the extent  pertaining  to the offering of
Shares of such  Fund.  Each  Share 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  Shareholders  of that  Fund may vote in  accordance  with the
Declaration,  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 Article IV, Sections 2 and 5 of the Declaration. The proceeds of the
sale of Shares 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.  Shareholders  of each Fund shall vote 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, or any successor rules, and by the Declaration.

          4. The assets and  liabilities  of the Trust shall be allocated  among
each Fund as set forth in Article IV, Section 5 of the Declaration.

          5. The  designation  of the three  Funds  hereby  shall not impair the
power of the Trustees from time to time to designate additional series of Shares
of the Trust.

          6.  Subject  to the  applicable  provisions  of the  1940  Act and the
provisions  of Article IV,  Sections 2 and 5 of the  Declaration,  the  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 Shareholders.

         IN WITNESS  WHEREOF,  the  undersigned,  being the sole  Trustee of the
Trust, has executed this instrument as of this 24th day of April, 2000.

                                                              /s/ James A. Bowen
                                                              James A. Bowen




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