SUB-IOPV CALCULATION AGREEMENT
This Sub-IOPV Calculation Agreement (this "Sub-IOPV
Calculation Agreement"), dated as of October __, 2008, is made by and among
First Trust ISE Global Engineering and Construction Index Fund (the "Fund") and
First Trust Advisors L.P. ("First Trust").
W I T N E S S E T H :
WHEREAS, pursuant to that certain IOPV Calculation Agreement
dated May 1, 2007, as amended (the "IOPV Calculation Agreement"), by and between
Archipelago Holdings, Inc. ("Archipelago") and First Trust, Archipelago has
agreed to calculate and disseminate the Indicative Optimized Portfolio Values
(the "IOPVs") and certain static data for the Fund;
WHEREAS, the Fund receives the benefits of the calculation and
dissemination of the IOPVs and is willing to reimburse First Trust for certain
of the fees payable under the Agreement; and
WHEREAS, all capitalized terms used herein shall have the
meanings assigned to them in the 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. The parties to this Sub-IOPV Calculation Agreement hereby
agree that the Fund will reimburse First Trust for the amounts paid to
Archipelago under the IOPV Calculation Agreement.
2. The Fund hereby authorizes First Trust to grant to
Archipelago a license to use the Funds, including but not limited to the
calculation methodology and component equities of the Funds, solely for the
purpose of, in accordance with the terms and conditions of the IOPV Calculation
Agreement, performing the obligations and exercising the rights set forth in the
IOPV Calculation Agreement.
3. This Sub-IOPV Calculation Agreement shall be construed in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have executed this
Sub-IOPV Calculation Agreement as of the date first set forth above.
FIRST TRUST ISE GLOBAL ENGINEERING AND
CONSTRUCTION INDEX FUND
__________________________________
By:_______________________________
Title:____________________________
FIRST TRUST ADVISORS L.P.
__________________________________
By:_______________________________
Title:____________________________
