SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
June 21, 2010, is made by and among First Trust Strategic Value Index Fund
(formerly known as, First Trust DB Strategic Value Index Fund) (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
April 22, 2010, as amended, by and between Credit Suisse Group AG and Credit
Suisse Securities (USA) LLC (collectively, "Licensor") and First Trust ("License
Agreement"), Licensor has granted First Trust a license to use certain
copyright, trademark and proprietary rights and trade secrets of Licensor (as
further described in the License Agreement, the "Index and Credit Suisse Marks")
in connection with the issuance, sale, marketing and/or promotion of certain
financial products (as further defined in the License Agreement, the "Product");
WHEREAS, Sublicensee wishes to issue, sell, market and/or promote
the Product 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 Credit Suisse U.S. Value Index,
Powered by XXXX(TM) and associated Credit Suisse Marks in connection with the
issuance, distribution, marketing and/or promotion of the First Trust Strategic
Value Index Fund.
2. Reimbursement. Sublicensee agrees to reimburse Sublicensor for
all License Fees paid by Sublicensor to Licensor under the License Agreement,
provided, however, that the Sublicensee will reimburse First Trust in an annual
amount of no more than 0.10% of the Sublicensee's daily net asset value.
3. The Sublicensee acknowledges that it has received and read a copy
of the License Agreement and agrees to be bound by all the provisions thereof,
including, without limitation, those provisions imposing any obligations on
First Trust.
4. 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.
5. It is the intent of the parties that the substantive law of the
State of Illinois govern this Agreement and not the law of any other
jurisdiction incorporated through choice of law or conflicts of law principles.
Each party agrees that any legal action, proceeding, controversy or claim
between the parties arising out of or relating to this Agreement may be brought
and prosecuted only in the United States District Court for the Northern
District of Illinois or in the Circuit Court of DuPage County, Illinois, and by
execution of this Agreement each party hereto submits to the exclusive
jurisdiction of such court and waives any objection it might have based upon
improper venue or inconvenient forum.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense
Agreement as of the date first set forth above.
FIRST TRUST STRATEGIC VALUE INDEX FUND
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
Title: President
FIRST TRUST ADVISORS L.P.
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
Title: President
