Exhibit 3.9

Exhibit Constitution Filly

Series Designation of

Series Constitution Filly, a series of Commonwealth Thoroughbreds LLC

In accordance with the Amended and Restated Limited Liability Company Agreement of Commonwealth Thoroughbreds LLC (the “Company”) dated as of September 27, 2019 (the “LLC Agreement”) and amended as of October 1, 2022 and upon the execution of this Exhibit Constitution Filly by the Company and Commonwealth Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series Constitution Filly, a series of Commonwealth Thoroughbreds LLC (“Series Constitution Filly”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the LLC Agreement as “Exhibit Constitution Filly”.

References to Sections and Articles set forth herein are references to Sections and Articles of the LLC Agreement, as in effect as of the effective date of establishment set forth below.

Name of Series	Series Constitution Filly, a series of Commonwealth Thoroughbreds LLC
Effective date of establishment	October 1, 2022
Managing Member	Commonwealth Markets, Inc., is hereby appointed as the Managing Member of Series Constitution Filly and shall continue to act as the Managing Member of Series Constitution Filly until dissolution of Series Constitution Filly pursuant to Section 12.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE XI.
Initial Member	Commonwealth Markets, Inc.
Series Asset	The Series Asset[s] of Series Constitution Filly shall comprise up to a 30% interest in a one-year old filly by Constitution out of Leigh Court, by Grand Slam, which will be acquired by Series Constitution Filly upon the initial closing of the Series Offering, together with any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Constitution Filly from time to time, as determined by the Managing Member in its sole discretion.
Sourcing Fee	A fee of up to 15% of the purchase price of the Series Asset will be paid to the Managing Member from the offering proceeds at closing as compensation for identifying, investigating, evaluating, and managing the acquisition of a Thoroughbred asset.
Management Fee	As compensation for the services provided by the Managing Member managing the Series’ Thoroughbred Asset and conducting Unitholder relations, the Managing Member will be entitled to receive the following fees:
	●	A training management fee equal to 10% of the amount reserved for payment of training expenses and the working capital contingency stated in the Offering Circular for the Series Offering.
	●	During a Series Thoroughbred’s racing career the Managing Member will be paid a fee equal to 10% of net winnings after fees customarily withheld from purses by the horsemen’s bookkeeper prior to distribution of net purses earned, which will become due and payable to the Managing Member when released by the track at which the race took place, and the purse was earned. The percentage will increase to 20% once the aggregate amount of distributions to Series Unit holders from racing and asset sale activities equals the amount of offering proceeds received by the Series.
	●	After the Series Thoroughbred retires from racing, the Managing Member will be paid a quarterly fee equal to a percentage of any Series Revenue generated by the Series, payable at the time there is a distribution of Series Revenue to Unit Holders of the Series, as described in Distribution Rights below. The percentage will be 10% until the aggregate amount of distributions to Series Unit holders from racing, breeding, and asset sale activities equals the amount of offering proceeds received by the Series, at which time the percentage will increase to 20%.

	“Series Revenue” means the cash received by the Series from racing, breeding, and asset sale activities
Purpose	As stated in Section 2.4
Units to be Issued	Subject to Section 6.3(a), the maximum number of Series Constitution Filly Units the Company can issue is 3,996.
Ownership of Series Constitution Filly Units held by the Managing Member and its Affiliates	The Managing Member and its affiliates are not required to own a minimum number or percentage of the outstanding Units of Series Constitution Filly. Nor are the Managing Member and its affiliates subject to maximum number or percentage of the outstanding Units of Series Constitution Filly that they may own.
Broker	Dalmore Group, LLC
Brokerage Fee	1% of the offering proceeds.
Preference Designation	No Preference Designation shall be required in connection with the issuance of Series Constitution Filly Units.
Voting	Subject to Section 3.5, the Series Constitution Filly Units shall entitle the Record Holders thereof to one vote per Unit on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series Constitution Filly Units shall be required for the approval of any matter, except as required by the Delaware Act or as provided elsewhere in the LLC Agreement (including this Series Designation).
	The affirmative vote of the holders of not less than a majority of the Series Constitution Filly Units then Outstanding shall be required for:
	●	any amendment to the LLC Agreement (including this Series Designation) that would adversely change the rights of the Series Constitution Filly Units;
	●	mergers, consolidations or conversions of Series Constitution Filly or the Company; and
	●	all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series Constitution Filly Units voting as a separate class.
	Notwithstanding the foregoing, the separate approval of the holders of Series Constitution Filly Units shall not be required for any of the other matters specified under Section 13.1.
Splits	There shall be no subdivision of the Series Constitution Filly Units other than in accordance with Section 3.7.
Organizational Fee	3% of the proceeds received from the offering of the Series Constitution Filly Units payable to reimburse the Managing Member for legal, accounting and compliance expenses incurred by the Managing Member to set up the legal and financial framework and compliance infrastructure for the marketing and sale of the Series Constitution Filly Units and all subsequent offerings.
Other rights	Holders of Series Constitution Filly Units shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series Constitution Filly Units.
Officers	There shall initially be No specific officers associated with Series Constitution Filly, although, the Managing Member may appoint Officers of Series Constitution Filly from time to time, in its sole discretion.

Aggregate Ownership Limit	No Holder other than the Managing Member and its affiliates may acquire Units in the Series that would represent a 3% or more interest in the Thoroughbred Asset and would require the investor to be individually licensed as a racehorse owner.
Minimum Units	One (1) Unit per Member
Fiscal Year	As stated in Section 9.2
Information Reporting	As stated in Section 9.1(c)
Termination	As stated in Section 12.1(b)
Liquidation	As stated in Section 12.3
Amendments to this Exhibit Constitution Filly	As stated in Article XIII

Executed as of October 10, 2022

COMMONWEALTH THOROUGHBREDS LLC

By: Commonwealth Markets, Inc., as managing member

By: /s/ Brian Doxtator                                                

Title: Chief Executive and Chief Financial Officer