Foreign Custody Manager Agreement
Between
First Defined Portfolio Fund, LLC
And
First Trust Advisors L.P.
AGREEMENT made the 1st day of October, 1999 by and between First
Defined Portfolio Fund, LLC (the "Company"), a Delaware limited
liability company and First Trust Advisors L.P. ("First Trust"), an
Illinois limited partnership.
WHEREAS, the Company is registered under the Investment Company Act
of 1940 (the "1940 Act") as an open-end diversified management series
investment company;
WHEREAS, certain series of the Company have investments the primary
market of which is outside the United States and seek to maintain such
assets (including foreign currencies) and such cash and cash equivalents
as are reasonably necessary to effect the series' transactions in such
foreign investments with an Eligible Foreign Custodian (as such term is
defined in Rule 17f-5 of the 1940 Act);
WHEREAS, the Trust desires to appoint First Trust as the Foreign Custody
Manager (as such term is defined in Rule 17f-5 of the 0000 Xxx) for the
purpose of selecting Eligible Foreign Custodians which are Compulsory
Depositories (as defined below) to place and maintain the assets of the
series of the Company listed in Schedule A attached hereto, as such
schedule may be amended from time to time (each such series shall
hereinafter be referred to as a "Series"), evaluating the custodial
arrangements with such Compulsory Depositories, and monitoring the
foreign custody arrangements with such Compulsory Depositories and First
Trust desires to serve as Foreign Custody Manager with respect to the
foregoing;
WHEREAS, the Board of Trustees has determined that it is reasonable to
rely on First Trust to perform the respective duties of Foreign Custody
Manager described herein and has selected First Trust to serve as
Foreign Custody Manager to perform such duties;
Now, Therefore, in consideration of the mutual agreements made
herein, the Company and First Trust agree as follows:
1. Definitions:
a. "Compulsory Depositories" shall mean a Securities Depository in
a foreign country the use of which is for practical purposes compulsory
because its use is required by law or regulation, because securities
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cannot be withdrawn from it, or because maintaining securities outside
the depository is not consistent with the prevailing custodial practices
in the country which the depository serves.
b. "Eligible Foreign Custodian," "Foreign Custody Manager," and
"Securities Depository" shall have the same meanings as set forth in
Rule 17f-5 of the 1940 Act.
c. "Foreign Assets" shall mean the Series' investments (including
foreign currencies) for which the primary market is outside the United
States, and such cash and cash equivalents as are reasonably necessary
to effect the Series' transactions in such investments.
2. Duties of Foreign Custody Manager:
First Trust agrees that it will perform the following services:
a. provide written reports notifying the Company's Board of
Trustees of the placement of a Series' Foreign Assets with a particular
Compulsory Depository on no less than a quarterly basis (or at such
other times as the Board of Trustees may determine) and of any material
change in the Series' arrangements with reasonable promptness upon the
occurrence of such changes (or at such other times as the Board of
Trustees may determine);
b. exercise reasonable care, prudence and diligence in performing
as the Series' Foreign Custody Manager as a person having responsibility
for the safekeeping of the Series' assets would exercise;
c. in selecting a Compulsory Depository, First Trust shall first
determine that the Series' Foreign Assets placed and maintained in the
safekeeping of such Compulsory Depository shall be subject to reasonable
care, based on the standards applicable to custodians in the relevant
market, after having considered all factors relevant to the safekeeping
of such Assets, including, without limitation, those factors set forth
in Rule 17f-5(c)(1)(i)-(iv);
d. determine that the written contract, the rules or established
practices or procedures of the Compulsory Depository, or any combination
of the foregoing which governs the foreign custody arrangements with
such Compulsory Depository will provide reasonable care for the Series'
Foreign Assets based on the standards applicable to custodians in the
relevant market and that such arrangements include the provisions
required by Rule 17f-5(c)(2)(i)-(ii);
e. have established a system to monitor the continued
appropriateness of maintaining the Series' Foreign Assets with a
particular Compulsory Depository and of the governing custodial
arrangements and if First Trust determines that the existing Compulsory
Depository in a given country would no longer afford the Series' Foreign
Assets reasonable care, First Trust shall promptly withdraw the affected
Foreign Assets from such Compulsory Depository as soon as reasonably
practicable.
Subject to 2(a)-(e) above, First Trust is hereby authorized to
place and maintain the Series' Foreign Assets with Eligible Foreign
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Custodians that are Compulsory Depositories.
3. Fees of Foreign Custody Manager:
First Trust is currently the investment adviser to the Series and
receives a management fee described in the Series' registration
statement. First Trust has agreed to provide the services under this
Agreement at no additional fee. The Series is responsible for all
charges of a Compulsory Depository for the safekeeping and servicing of
such Series' Foreign Assets and any other expenses incidental thereto.
4. Effective Date and Termination:
This Agreement shall become effective as to any Series as of the
effective date for that Series specified in Schedule A hereto. This
Agreement shall continue in effect until terminated. This Agreement may
be terminated at any time, without payment of any penalty, by mutual
consent of First Trust and the Board of Trustees of the Company and may
be terminated by either First Trust or the Board of Trustees of the
Company upon 30 days' written notice to the other party to the
Agreement.
5. Non-Liability of certain Persons:
Any obligation of the Company hereunder shall be binding only upon the
assets of the Company (or the applicable Series thereof) and shall not
be binding upon any Trustee, officer, employee, agent, member or
shareholder of the Company. Neither the authorization of any action by
any Trustee, officer, employee, agent, member or shareholder of the
Company nor the execution of this Agreement on behalf of the Company
shall impose any liability upon any Trustee, officer, employee, agent,
member or shareholder of the Company.
6. References and Headings:
In this Agreement and in any such amendment, references to this
Agreement and all expressions such as "herein," "hereof," and
"hereunder" shall be deemed to refer to this Agreement as amended or
affected by any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as a part hereof or
control or affect the meaning, construction, or effect of this
Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
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Dated:
First Defined Portfolio Fund, LLC
Attest By /s/ Xxxxx X. Xxxxx
__________________________
/s/ W. Xxxxx Xxxxxxx
____________________
First Trust Advisors L.P.
Attest By /s/ Xxxxxx XxXxxxxxx
___________________________
/s/ W. Xxxxx Xxxxxxx
___________________
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Schedule A
Series Effective Date
The Dow (sm) Target 5 Portfolio October 1, 1999
The Dow (sm) Dart 10 Portfolio October 1, 1999
Global Target 15 Portfolio October 1, 1999
S&P Target 10 Portfolio October 1, 1999
NASDAQ Target 15 Portfolio October 1, 1999
First Trust 10 Uncommon Values Portfolio October 1, 1999
First Trust Energy Portfolio October 1, 1999
First Trust Financial Services Portfolio October 1, 1999
First Trust Internet Portfolio October 1, 1999
First Trust Pharmaceutical Portfolio October 1, 1999
First Trust Technology Portfolio October 1, 1999
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