CUSTODIAN SERVICES AGREEMENT



        This Agreement is made as of December 1, 2003 by and between PFPC TRUST

COMPANY, a limited purpose trust company incorporated under the laws of Delaware

("PFPC Trust"), and FIRST DEFINED PORTFOLIO FUND, LLC, a Delaware limited

liability company (the "Fund").

                                   WITNESSETH:



        WHEREAS, the Fund is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended (the "1940 Act").



        WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian

services to its investment portfolios listed on Exhibit A attached hereto and

made a part hereof, as such Exhibit A may be amended from time to time (each, a

"Portfolio"), and PFPC Trust wishes to furnish custodian services, either

directly or through an affiliate or affiliates, as more fully described herein.



        NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained, and intending to be legally bound hereby, the parties hereto

agree as follows:



1.      DEFINITIONS. AS USED IN THIS AGREEMENT:



        (a)    "1933 ACT" means the Securities Act of 1933, as amended.



        (b)    "1934 ACT" means the Securities Exchange Act of 1934, as amended.



        (c)    "AUTHORIZED PERSON" means any officer of the Fund and any other

               person authorized by the Fund to give Oral or Written

               Instructions on behalf of the Fund. An Authorized Person's scope

               of authority may be limited by setting forth such limitation in a



Page 1



               written document signed by both parties hereto.



        (d)    "BOARD MEMBERS" shall mean the Trustees of the Fund.



        (e)    "BOOK-ENTRY SYSTEM" means the Federal Reserve Treasury book-entry

               system for United States and federal agency securities, its

               successor or successors, and its nominee or nominees and any

               book-entry system registered with the SEC under the 1934 Act.



        (f)    "INTERESTS" mean the shares of beneficial interest of any series

               or class of each Portfolio of the Fund.



        (g)    "MEMBER" shall have the same meaning as set forth in the limited

                liability company agreement.



        (h)    "ORAL INSTRUCTIONS" mean oral instructions received by PFPC Trust

               from an Authorized Person or from a person reasonably believed by

               PFPC Trust to be an Authorized Person. PFPC Trust may, in its

               sole discretion in each separate instance, consider and rely upon

               instructions it receives from an Authorized Person via electronic

               mail as Oral Instructions.



        (i)    "PFPC TRUST" means PFPC Trust Company or a subsidiary or

               affiliate of PFPC Trust Company.



        (j)    "SEC" means the Securities and Exchange Commission.



        (k)    "SECURITIES LAWS" mean the 1933 Act, the 1934 Act and the 1940

                Act.



        (l)    "PROPERTY" means:



               (i)    any and all securities and other investment items which

                      the Fund may from time to time deposit, or cause to be

                      deposited, with PFPC Trust or which PFPC Trust may from

                      time to time hold for the Fund;



               (ii)   all income in respect of any of such securities or other

                      investment items;



Page 2



               (iii)  all proceeds of the sale of any of such securities or

                      investment items; and

               (iv)   all proceeds of the sale of securities issued by the Fund,

                      which are received by PFPC Trust from time to time, from

                      or on behalf of the Fund.



        (m)    "Written Instructions" mean (i) written instructions signed by

               two Authorized Persons and received by PFPC Trust or (ii) trade

               instructions transmitted by means of an electronic transaction

               reporting system which requires the use of a password or other

               authorized identifier in order to gain access. The instructions

               may be delivered electronically or by hand, mail or facsimile

               sending device.



2.      APPOINTMENT. The Fund hereby appoints PFPC Trust to provide custodian

        services to the Fund to each of the Portfolios and PFPC Trust accepts

        such appointment and agrees to furnish such services.



3.      DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will

        provide PFPC Trust with the following:

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC