SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
October 1, 2015, is made by and among First Trust Xxxxxx Xxxxxx Tactical Core
Portfolio (the "Sublicensee") 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
July 16, 2015, by and between Licensor and First Trust ("License Agreement"),
Xxxxxx Xxxxxx & Associates, LLC ("Licensor") has granted First Trust a license
to use an Index and certain copyright, trademark and proprietary rights and
trade secrets of Licensor (as further described in the License Agreement, the
"Intellectual Property") in connection with the issuance, sale, marketing and/or
promotion of certain financial products (as further defined in the License
Agreement, the "Products");
WHEREAS, Sublicensee wishes to issue, sell, market and/or promote
the Products 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. 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 Products (as
modified by Appendix A hereto, if applicable).
2. The Sublicensee acknowledges that it has received and read a copy
of the License Agreement (excluding the Schedule setting forth the license fees)
and agrees to be bound by all the provisions thereof, including, without
limitation, those provisions imposing any obligations on First Trust.
3. Sublicensee 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 First Trust may have
against Licensor.
4. This Agreement, and the Parties' rights and obligations
thereunder, shall for all purposes be solely and exclusively governed by, and
construed, interpreted and enforced in accordance with the laws of the State of
New York (excluding its principles of conflict or choice of laws). The Parties
hereby agree that the courts located in the State of New York, shall constitute
the sole and exclusive forum for the resolution of any and all disputes arising
out of and hereby consent to the jurisdiction of such courts, provided; however,
that nothing in this Agreement will be construed in any manner inconsistent with
the Advisers Act or any rule or order of the Securities and Exchange Commission
under the Advisers Act.
5. Sublicensee agrees to reimburse Sublicensor for amounts paid by
Sublicensor to Licensor for License Fees.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense
Agreement as of the date first set forth above.
FIRST TRUST XXXXXX XXXXXX TACTICAL
CORE PORTFOLIO
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By:
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Title:
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FIRST TRUST ADVISORS L.P.
/s/ Xxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxxx
Title: Chief Operating Officer
