FORM OF
SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated
as of ________, 2007, is made by and among First Trust FTSE EPRA/NAREIT Global
Real Estate Index Fund (the "Sublicensee"), FTSE International Limited
("Licensor"), and First Trust Advisors L.P. ("Licensee" or "Sublicensor").
W I T N E S S E T H :
WHEREAS, pursuant to that certain License Agreement, dated
February 8, 2006, by and between Licensor and Licensee ("License Agreement"),
Licensor has granted Licensee a license to use certain Indices and Index Trade
Marks of Licensor (as further described in the License Agreement, the "Indices"
and "Index Trade Marks") in connection with the operation, marketing and
promotion of certain financial products (as further defined in the License
Agreement, the "Fund");
WHEREAS, Sublicensee wishes to issue, sell, market and/or
promote the Fund and to use and refer to the Indices and Index Trade Marks in
connection therewith; and
WHEREAS, all capitalized terms used herein shall have the
meanings assigned to them in the License Agreement unless otherwise defined
herein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:
1. License. Sublicensor hereby grants to Sublicensee a
non-exclusive and non-transferable sublicense to use the Indices and Index Trade
Marks in connection with the issuance, operation, marketing and/or promotion of
the Fund.
2. The Sublicensee acknowledges that it has received and read
a copy of the License Agreement and agrees to be bound by all the terms and
conditions thereof, including, without limitation, those provisions imposing any
obligations on the Licensee.
3. All notices served by Licensor upon the Licensee shall be
deemed to apply also to Sublicensee unless otherwise stated in the relevant
notice.
4. Sublicensee agrees to reimburse the Sublicensor for amounts
paid by Sublicensor to Licensor for Charges.
5. This Sublicense Agreement shall be construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this
Sublicense Agreement as of the date first set forth above.
FIRST TRUST FTSE/EPRA NAREIT GLOBAL
REAL ESTATE INDEX FUND
____________________________________
By:_________________________________
Title:______________________________
FIRST TRUST ADVISORS L.P.
____________________________________
By:_________________________________
Title:______________________________
