SUBLICENSE AGREEMENT


     This Sublicense Agreement (the "Sublicense Agreement"), dated as of
March 14, 2006, is made by and among First Trust Morningstar(R) Dividend
Leaders(sm) Index Fund (the "Sublicensee"), Morningstar, Inc. ("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 Morningstar Master License
Agreement, dated as of December 22, 2005, by and between Licensor and Licensee
("License Agreement"), Licensor has granted Licensee a nontransferable limited
license to use the Products and those of Licensor's names, marks, and logos and
other related Intellectual Property, including the Morningstar Marks as defined
in that certain Index Product License Agreement dated December 22, 2005 (as such
agreement(s), executed and signed by Licensor and Licensee, may be amended from
time to time by written agreement pursuant to the License Agreement) ("PLA") in
connection with the issuance, sale, marketing and/or promotion of certain
financial products (as further defined in the License Agreement, the "Licensee
Product" or "Licensee Products");

                  WHEREAS, Section 2.5 of the License Agreement grants Licensee
the right to sublicense any or all of the rights granted therein to use the
Products and Intellectual Property in connection with the Licensee Products;

                  WHEREAS, Sublicensee wishes to issue, sell, market and/or
promote the Licensee Products and to use and refer to the Products, certain of
Licensor's names, marks and logos and other related Intellectual Property
including the Morningstar Marks, in connection therewith; and

                  WHEREAS, all capitalized terms used herein shall have the
meanings assigned to them in the License Agreement or the PLA 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 Intellectual Property
in connection with the issuance, distribution, marketing and/or promotion of the
Licensee Products (as modified by Appendix A hereto, if applicable).

                  2. The Sublicensee acknowledges that it has received and read
a copy of each of the License Agreement and the PLA and agrees to be bound by
all the provisions thereof, including, without limitation, those provisions
imposing any obligations on the Licensee (including, without limitation, the
indemnification obligations in Section 12 of the License Agreement insofar as
such obligations arise out of or relate to the Licensee Products to be sold,
issued, marketed and/or promoted by the Sublicensee).

                  3. Sublicensee agrees that its obligations under the License
Agreement and the PLA pursuant to Section 2 of this Sublicense Agreement are as
principal and shall be unaffected by any defense or claim that Licensee may have
against Licensor.

                  4. This Sublicense Agreement shall be construed in accordance
with the laws of the State of Illinois without reference to or inclusion of the
principles of choice of law or conflicts of law of that jurisdiction. It is the
intent of the parties that the substantive law of the State of Illinois govern
this Sublicense Agreement and not the law of any other jurisdiction incorporated
through choice of law or conflicts of law principles.






                  IN WITNESS WHEREOF, the parties hereto have executed this
Sublicense Agreement as of the date first set forth above.

                                           SUBLICENSEE


                                           /s/ Mark R. Bradley
                                           ------------------------------
                                           By:     Mark R. Bradley
                                           Title:  Chief Financial Officer


                                           LICENSEE


                                           /s/ Mark R. Bradley
                                           ------------------------------
                                           By:     Mark R. Bradley
                                           Title:  Chief Financial Officer


                                           MORNINGSTAR, INC.


                                           /s/ Jeffrey W. Strazis
                                           ------------------------------
                                           By:     Jeffrey W. Strazis
                                           Title:  Product Manager - Indexes