SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
April 26, 2007 is made by and among First Trust Large Cap Value Opportunities
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 LARGE CAP VALUE OPPORTUNITIES ALPHADEX(TM) FUND
__________________________________
By:_______________________________
Title:____________________________
FIRST TRUST ADVISORS L.P.
__________________________________
By:_______________________________
Title:____________________________
