SUBLICENSE AGREEMENT
                    FIRST TRUST AMEX BIOTECHNOLOGY INDEX FUND

                  This Sublicense Agreement (the "Sublicense Agreement"), dated
as of June 22, 2006, is made by and among First Trust Amex Biotechnology
Index Fund (the "Sublicensee"), the American Stock Exchange LLC ("Licensor" or
"Amex"), and First Trust Advisors L.P. ("First Trust" or "Sublicensor").

                              W I T N E S S E T H :

                  WHEREAS, pursuant to that certain License Agreement, dated as
of February 21, 2006, by and between Licensor and First Trust ("License
Agreement"), Licensor has granted First Trust an exclusive license to use the
Amex Biotechnology Index ("Index") and marks used in connection therewith and
listed on Exhibit A to the License Agreement ("Marks"), in connection with the
organization, issuance, sale, marketing, promotion and management of an
exchange-traded fund based on the Index, as further described in the License
Agreement (the "Product"). The Index and Marks collectively constitute the
"Intellectual Property";

                  WHEREAS, Sublicensee wishes to organize, issue, sell, market,
promote and manage the Product and to use and refer to the Intellectual Property
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. Sublicense. Sublicensor hereby grants to Sublicensee an
exclusive and non-transferable sublicense in the United States to use the
Intellectual Property in connection with the organization, issuance,
distribution, marketing, promotion and management of the Product.

                  2. In accordance with Section 2(a) of the License Agreement,
the Product shall be listed in the United States exclusively on the Amex. The
listing of the Product for trading on an exchange or marketplace in the United
States other than the Amex shall be a material breach of the License, the
License Agreement and this Sublicense Agreement, unless the Amex has declined to
list the Product or is not legally authorized to list the Product. This listing
requirement may be enforced by the Amex.

                  3. Sublicensee acknowledges that it has received and read a
copy of the License Agreement and agrees to be bound by all the provisions
thereof, including, without limitation, those provisions imposing any
obligations on First Trust.

                  4. Sublicensee agrees that its obligations under the License
Agreement pursuant to Section 3 of this Sublicense Agreement are as principal
and shall be unaffected by any defense or claim that First Trust may have
against Licensor. In addition, Sublicensor guarantees Sublicensee's performance
of such obligations in accordance with Section 26 of the License Agreement.

                  5. Upon termination of the License Agreement or this
Sublicense Agreement based on breach of the License, the License shall terminate
and Sublicensee shall cease to use the License in connection with the Product.



                  6. This Sublicense Agreement shall be governed by, and
construed and interpreted in accordance with the laws of the State of New York,
without regard to its conflict of law provisions. The United States District
Court for the Southern District of New York or, if that court lacks or declines
to exercise subject matter jurisdiction, the Supreme Court of the State of New
York, New York County, shall have exclusive jurisdiction of any action arising
out of or relating to this Sublicense Agreement, and each of the parties hereto
further irrevocably agrees to waive any objection to the venue of any such suit
or proceeding in either court, or to in personam jurisdiction, provided that
services is effective.

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


                                 FIRST TRUST AMEX BIOTECHNOLOGY INDEX FUND

                                        /s/ James A. Bowen
                                        -------------------------------
                                 By:    James A. Bowen
                                        -------------------------------
                                 Title: President
                                        -------------------------------



                                 FIRST TRUST ADVISORS L.P.

                                        /s/ James A. Bowen
                                        -------------------------------
                                 By:    James A. Bowen
                                        -------------------------------
                                 Title: President
                                        -------------------------------


                                 AMERICAN STOCK EXCHANGE LLC

                                        /s/ Scott Ebner
                                        -------------------------------
                                 By:    Scott Egner
                                        -------------------------------
                                 Title: Vice President
                                        -------------------------------