SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of April
8, 2011 is made by and among First Trust Mid Cap Value AlphaDEX Fund and First
Trust Advisors L.P. (each a "Sub-Licensee" and collectively, the
"Sub-Licensees"), Standard & Poor's Financial Services LLC (as successor to
Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc.), a Delaware
limited liability Company ("S&P"), and First Trust Portfolios L.P. ("FTP").
W I T N E S S E T H :
WHEREAS, pursuant to the Standard & Poor's Custom Index License Agreement
dated as of February 22, 2007, as amended, entered by and between S&P and FTP
and to which this form of Sublicense Agreement is attached (the "License
Agreement"), S&P has granted FTP a license to use certain indexes, copyright,
trademark and proprietary rights and trade secrets of S&P (as further described
in the License Agreement, (the "Custom Indices" and "Marks")) in connection with
the issuance, sale, marketing and/or promotion of certain financial products
including exchange-traded funds (as further defined in the License Agreement,
the "Products");
WHEREAS, Sub-Licensees wish to issue, sell, market and/or promote the
Products as defined under the License Agreement and as such, desire to use and
refer to the Custom Indices and Marks in connection with the registration
statement and prospectus for the Products as well as other marketing or
promotion of the Products; 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. FTP hereby grants Sub-Licensees a non-exclusive and
non-transferable sublicense to use Custom Indices and Marks in connection with
the issuance, distribution, marketing and/or promotion of the Products, as
included on Custom Index Order Schedule Number 3 (including all exhibits
thereto).
2. Each Sub-Licensee acknowledges that it has received and read a
copy of the License Agreement (excluding the Exhibit setting forth the license
fees) and, except for the payment of Fees, agrees to be bound by all the
provisions thereof, including, without limitation, those provisions imposing any
obligations on FTP (including, without limitation, the indemnification
obligations insofar as such obligations arise out of or relate to the Products
to be sold, issued, marketed and/or promoted by the Sub-Licensee).
3. Each Sub-Licensee agrees that its obligations under the License
Agreement pursuant to Section 2 of this Sublicense Agreement are as principal
and shall be unaffected by any defense or claim that FTP may have against S&P.
4. 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 PORTFOLIOS L.P.
/s/ Xxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxxx
Title: COO
STANDARD & POOR'S FINANCIAL SERVICES LLC
/s/ Xx Xxxxx
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By: Xx Xxxxx
Title: Managing Director
April 21, 2011
FIRST TRUST MID CAP VALUE ALPHADEX FUND
/s/ Xxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxxx
Title: CFO, First Trust Exchange-Traded
AlphaDEX Fund
FIRST TRUST ADVISORS L.P.
/s/ Xxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxxx
Title: COO
