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The XxXxxx-Xxxx Companies
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[LOGO OMITTED]
STANDARD Xxxx Xxxx 00 Xxxxx Xxxxxx
& POOR'S Managing Director New York, NY 10041-0003
Financial Services 000 000 0000 Tel
000 000 0000 Fax
xxxx_xxxx@xxxxx.xxx
October 26, 2006
Xx. Xxxxx X. Xxxxx
First Trust Portfolios, L.P.
0000 Xxxxxxxxxxx Xxxx
Xxxxx, Xxxxxxxx 00000
Re: First Trust 1265 Nikkei 225 Protected Portfolio, October 2006 Series
Dear Xx. Xxxxx:
Pursuant to your request for a Standard & Poor's rating on the
above-referenced trust, we have reviewed the information submitted to us
and, subject to the enclosed Terms and Conditions, have assigned a "AAAp
N.R. i" to the units of the trust.
The rating is not investment, financial, or other advice and you should
not and cannot rely upon the rating as such. The rating is based on the
information supplied to us by you or by your agents and does not
represent an audit We undertake no duty of due diligence or independent
verification of any information. The assignment of a rating does not
created a fiduciary relationship between us and you or between us and
other recipients of the rating. We have not consented to and will not
consent to being named an "expert" under the applicable securities laws,
including without limitation, Section 7 of the U.S. Securities Act of
1933. The rating is not a "market rating" nor is it a recommendation to
buy, hold, or sell the obligations.
This letter constitutes Standard & Poor's permission to you to
disseminate the above-assigned rating to interested parties. Standard &
Poor's reserves the right to inform its own clients, subscribers, and the
public of the rating.
Standard & Poor's relies on the Sponsor and its counsel, accountants, and
other experts for the accuracy and completeness of the information
submitted in connection with the rating. This rating is based on
financial information and documents we received prior to issuance of this
letter. Standard & Poor's assumes that the documents you have provided to
us are final. If any subsequent changes were made in the final documents,
you must notify us of such changes by sending us the revised final
documents with the changes clearly marked.
To maintain the rating, Standard & Poor's must receive all relevant
financial information on a monthly basis as outlined in the attached
list. Placing us on a distribution list for this information would
facilitate the process. You must promptly notify us of all material
changes in the financial information and the documents. Additionally, we
request that you send us the following information as it becomes
available: reports to shareholders and the SEC; notification of changes
in the board of directors, senior management, investment advisor or
sponsor; current prospectus; and press releases. Standard & Poor's may
change, suspend, withdraw, or place on Credit Watch the rating as a
result of changes in, or unavailability of, such information. Standard &
Poor's reserves the right to request additional information if necessary
to maintain the rating. Please send all information available to:
Standard & Poor's Ratings Services, 00 Xxxxx Xxxxxx - 00xx xxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0003, Attention: Fund Ratings Surveillance.
Standard & Poor's is pleased to have the opportunity to be of service to
you. For more information please visit our website at
xxx.xxxxxxxxxxxxxxxx.xxx. If we can be of help in any other way, please
contact us. Thank you for choosing Standard & Poor's and we look forward
to working with you again.
Very truly yours,
/s/ Standard & Poor's/GA
Standard & Poor's Ratings Services,
A division of The XxXxxx-Xxxx Companies, Inc.
Analytical Contact: Xxxxx Xxx
000 000 0000
