AGREEMENT FOR FEE WAIVER, EXPENSE REIMBURSEMENT AND RECOVERY

AGREEMENT FOR FEE WAIVER, EXPENSE REIMBURSEMENT
AND RECOVERY

THIS AGREEMENT FOR FEE WAIVER, EXPENSE REIMBURSEMENT AND RECOVERY (this
"Agreement") is entered into between First Defined Portfolio Fund LLC, a
Delaware limited liability company (the "Company"), and First Trust Advisors
L.P., an Illinois limited partnership ("FTA") as of January 1, 2005.

WITNESSETH:

A. WHEREAS, the Company is a non-diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), comprised of the 11 separate portfolios set forth on
Exhibit A attached hereto (each a "Fund," and collectively, the "Funds"). Each
Fund constitutes a separate mutual fund with its own investment objectives and
policies.

B. WHEREAS, FTA is the investment adviser to the Funds and is
responsible for the selection and ongoing monitoring of the securities in the
Funds' portfolios and certain other services necessary for the management of the
Funds and is paid an annual management fee by the Funds of 0.60% of the average
daily net assets.

C. WHEREAS FTA has in the past voluntarily agreed to waive management
fees and reimburse certain expenses to prevent a Fund's Expense Ratio from
exceeding a particular Expense Cap (as such terms are hereinafter defined);
provided however, FTA has reserved the right to seek restitution of any fees
waived and expenses reimbursed within three years to the extent that such
restitution would not cause a Fund to exceed the current expense limitations.

D. WHEREAS, FTA and the Company desire to more fully describe and
document the above-described fee waivers, expense reimbursements and recovery
all in accordance with the terms and provisions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and
other good and valuable consideration, the parties hereto hereby agree as
follows:

Section 1. Definitions. The following terms shall have the following
definitions in this Agreement:

"Expense Ratio" is defined as a Fund's annual investment management fees and
expenses (excluding taxes, interest, all brokerage commissions, other normal
charges incident to the purchase and sale of portfolio securities, and
extraordinary expenses), as a percentage of such Fund's daily net asset value.

"Expense Cap" shall be equal to an Expense Ratio of 1.37% for the First Trust 10
Uncommon Values Portfolio and 1.47% for the other Funds listed on Exhibit A.

Section 2. Waiver of Fees and Reimbursement of Expenses. On a Fund by Fund
basis, FTA will waive investment management fees payable to it by a Fund and/or
reimburse a Fund for other expenses borne by such Fund up to such Fund's
respective Expense Cap, subject to FTA's right to recover such fees and expenses
set forth in Section 3. The aggregate amount of investment management fees
waived and expenses reimbursed for a Fund from time to time under this Agreement
for a particular Fund shall collectively be referred to as the "Reimbursed
Amount." The Reimbursed Amount shall be accrued and paid on a monthly basis for
each Fund but calculated and settled on an annual fiscal year basis.

Section 3. Recovery. During the term of this Agreement, to the extent that the
Expense Ratio of a particular Fund is less than such Fund's applicable Expense
Cap, FTA may recover a portion of the Reimbursed Amount for such Fund equal to
the amount of the Expense Cap less the actual Expense Ratio for such Fund (the
"Recovered Amount"). The Recovered Amount shall be accrued and paid on a monthly
basis for each Fund but calculated and settled on an annual fiscal year basis.
Under no circumstances, however, will FTA be eligible to recover any of the
Reimbursed Amount if such recovery would cause the Expense Ratio for a
particular Fund to exceed such Fund's Expense Cap for the current fiscal year.

Section 4. FTA's fund accounting department shall develop and maintain
appropriate internal accounting policies and procedures to monitor and calculate
the Reimbursed Amount and the Recovered Amount on a monthly basis for each Fund.

Section 5. Term and Continuation. The term of this agreement shall begin on
January 1, 2005 and shall remain in effect, until December 31, 2007, and shall
thereafter continue for additional three year periods provided that such
continuance is approved by the vote of the majority of the Trustees of the
Company who are not "interested persons" (as defined by the ▇▇▇▇ ▇▇▇) of the
Company.

Section 6. Notices. Any notice shall be sufficient when sent by registered or
certified mail to the other party at the address of such party, set forth below
such party's signature on this Agreement.

Section 7. Entire Agreement; Amendments. This Agreement supersedes and abrogates
all prior understandings, communications and agreements (whether written or
oral) between the parties, with respect to the subject matter hereof, and this
Agreement constitutes the entire agreement between the parties, with respect to
such subject matter. This Agreement may not be amended, except by an instrument
in writing signed by each of the parties hereto. No assignment by either party
shall be of any force except with the prior written consent of the other party.

Section 8. Governing Law; Miscellaneous. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Illinois (without
regard to principles of law), including all matters of construction, validity,
and performance; provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation of the Securities and
Exchange Commission. If any provision of this Agreement shall be held or made
invalid by a court's decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. The captions in this Agreement are

included for convenience only and in no way define any of the provisions hereof
or otherwise affect their construction or effect. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

FIRST TRUST ADVISORS L.P. FIRST DEFINED PORTFOLIO FUND, LLC

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇, President

Address: First Trust Advisors L.P. Address: First Defined Portfolio Fund, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attention: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇

EXHIBIT A

Name of Fund Expense CAP
------------ -----------

Target Managed VIP Portfolio 1.47%

The Dow Dart 10 Portfolio 1.47%

Global Target 15 Portfolio 1.47%

S&P Target 24 Portfolio 1.47%

Nasdaq Target 15 Portfolio 1.47%

Value Line Target 25 Portfolio 1.47%

First Trust 10 Uncommon Values Portfolio 1.37%

First Trust Energy Portfolio 1.47%

First Trust Financial Services Portfolio 1.47%

First Trust Pharmaceutical Portfolio 1.47%

First Trust Technology Portfolio 1.47%

January 1, 2005