First Trust Nasdaq-100 Equal Weighted Index Fund
Sub-License Agreement
This agreement ("AGREEMENT"), is made by and between First Trust Advisors L.P.
("LICENSEE"), whose principal offices are located at 0000 Xxxxxxxxxxx Xxxx,
Xxxxx 000 xx Xxxxx, Xxxxxxxx 00000 and who is a Licensee of The Nasdaq Stock
Market, Inc. ("NASDAQ"), a Delaware Corporation whose principal offices are
located at Xxx Xxxxxxx Xxxxx, 000 Xxxxxxxx, Xxx Xxxx, XX 00000 and First Trust
Nasdaq-100 Equal Weighted Index Fund ("SUB-LICENSEE"), whose principal offices
are located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 xx Xxxxx, Xxxxxxxx 00000.
WHEREAS, Nasdaq possesses certain rights to Nasdaq(R), Nasdaq-100(R),
Nasdaq-100 Index(R), and Nasdaq-100 Equal Weighted Index(SM) as trade names,
trademarks or service marks ("MARKS");
WHEREAS, Nasdaq determines the components of the Nasdaq-100 Equal
Weighted Index(SM) and the proprietary data contained therein ("INDEX") and such
efforts involve the considerable expenditure of time, effort, judgment and
money; and
WHEREAS, Nasdaq calculates, maintains, and disseminates the Index; and
WHEREAS, Nasdaq and Licensee have previously entered into a separate
agreement concerning use of the Index and Marks in relating to certain
Derivative Products ("LICENSE AGREEMENT"); and
WHEREAS, Sub-Licensee is either: (1) an affiliate or subsidiary under
the control of Licensee which desires to use the Index as a component of a
pricing or settlement mechanism for the Derivative Products; or (2) a necessary
participant in a Derivative Product (e.g., a corporation Issuing a corporate
bond with the Licensee as underwriter and utilizing the Index as a pricing
component) Issued by Licensee or an authorized Sub-Licensee affiliate or
subsidiary under the control of Licensee; and
WHEREAS, Licensee is legally authorized to issue shares of the fund, or
issue, enter into, write, sell, purchase and/or renew ("ISSUE", "ISSUING", or
"ISSUANCE") such Derivative Products, and each Derivative Products will be
Issued as legally required under applicable law;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein, Licensee and Sub-Licensee, intending to be
legally bound, agree as follows:
SECTION 1. SCOPE OF SUB-LICENSE. Sub-Licensee hereby acknowledges that it has
received, reviewed, and understands the License Agreement entered into between
Licensee and Nasdaq relating to use of the Index and Marks. Except as noted
herein, Sub-Licensee hereby agrees to obligate itself to all the terms,
conditions, and obligations of that License Agreement as if Sub-Licensee were
the Licensee. Sub-Licensee agrees that Nasdaq may exercise any rights against
Sub-Licensee (including, for example, limitation of liability, indemnification,
or audit rights) Nasdaq has against the Licensee to the same extent as if
Sub-Licensee were directly contracting with Nasdaq. Sub-Licensee agrees it will
not assert against Nasdaq any defense, claim, or right Sub-Licensee may have
against Licensee, including those of set-off, abatement, counter-claim,
contribution, or indemnification.
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SECTION 2. NO FURTHER SUB-LICENSE. All references in the License Agreement to
sub-licenses and sub-licensees, including any right of sub-licensee to grant
further sub-licenses or to permit further sub-licensees are not applicable to
this Sub-Licensee Agreement and are as if deleted from the License Agreement.
SECTION 3. TERM. The Term of this Sub-License Agreement automatically
terminates, without Notice, if the Term of the License Agreement terminates for
any reason.
SECTION 4. GENERAL PROVISIONS. Sections from 21, through and including, Section
27 of the License Agreement govern this Sub-License Agreement. All terms and
definitions used in this Sub-License Agreement, unless otherwise indicated, have
the same meanings and definitions as in the License Agreement. LICENSEE HAS NO
AUTHORITY TO WAIVE, RENEGOTIATE, OR FORGIVE ANY PROVISION OF THE LICENSE
AGREEMENT AS IT APPLIES TO SUB-LICENSEE.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS SUB-LICENSE AGREEMENT TO
BE EXECUTED BY THEIR DULY AUTHORIZED OFFICERS.
FIRST TRUST ADVISORS L.P. ("LICENSEE")
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President
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AUTHORIZED OFFICER
Date: April 24, 2006
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FIRST TRUST NASDAQ-100 EQUAL WEIGHTED INDEX FUND ("SUB-LICENSEE")
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President
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AUTHORIZED OFFICER
Date: April 24, 2006
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