SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
April 26, 2007 is made by and among the First Trust Advisors L.P., First Trust
Utilities AlphaDEX(TM) Fund (each a "Sub-Licensee" and collectively the
"Sub-Licensees"), the American Stock Exchange LLC ("Index Provider"), and First
Trust Portfolios L.P. ("First Trust").
W I T N E S S E T H :
WHEREAS, pursuant to the License Agreement dated as of January 1, 2007,
entered by and between Index Provider and First Trust and to which this Exhibit
B is attached (the "License Agreement"), Index Provider has granted First Trust
a license to use certain indexes, copyright, trademark and proprietary rights
and trade secrets of Index Provider (as further described in the License
Agreement, the "Index Provider Enhanced Indexes" and the "Index Provider Marks")
in connection with the issuance, sale, marketing and/or promotion of certain
financial products (as further defined in the License Agreement, the
"Products");
WHEREAS, Sub-Licensees wish to issue, sell, market and/or promote
the Products and to use and refer to the Index Provider Enhanced Indexes and
Index Provider Marks 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. First Trust hereby grants to Sub-licensees a
non-exclusive and non-transferable sublicense to use the Index Provider Enhanced
Indexes and the Index Provider Marks in connection with the issuance,
distribution, marketing and/or promotion of the Products.
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 agrees to be bound by all the provisions thereof, including, without
limitation, those provisions imposing any obligations on the First Trust
(including, without limitation, the exclusive listing obligation in Section 1(e)
and the indemnification obligations in Section 11 insofar as such obligations
arise out of or relate to the Products to be sold, issued, marketed and/or
promoted by each 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 may be enforced by the Index Provider, and shall be unaffected by
any defense or claim that First Trust may have against Index Provider.
4. This Sublicense Agreement shall be construed in accordance
with the laws of the State of New York, without regard to its conflict of laws
provisions. The provisions of Section 14(e) of the License Agreement with
respect to the venue for any action shall be applicable to any action relating
to or arising out of this Sublicense Agreement to which the Index Provider is,
or should be, a party.
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/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
Title: President
AMERICAN STOCK EXCHANGE LLC
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
Title: Senior Vice President
FIRST TRUST ADVISORS L.P.
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
First Trust Utilities AlphaDEX(TM) Fund
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
