SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as
of April 26, 2007 is made by and among First Trust Small Cap Core
AlphaDEX(TM) Fund and First Trust Advisors L.P. (each a "Sub-Licensee"
and collectively, the "Sub-Licensees"), STANDARD & POOR'S, a division of
The XxXxxx-Xxxx Companies, Inc., a New York corporation ("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, 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 1 (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.
__________________________________
By:_______________________________
Title:____________________________
STANDARD & POOR'S, a division of The XxXxxx-Xxxx Companies, Inc.
__________________________________
By:_______________________________
Title:____________________________
FIRST TRUST SMALL CAP CORE ALPHADEX(TM) FUND
__________________________________
By:_______________________________
Title:____________________________
FIRST TRUST ADVISORS L.P.
__________________________________
By:_______________________________
Title:____________________________
