SUB-LICENSE AGREEMENT
THIS AGREEMENT is made by and between First Trust Advisors, L.P.
("FTA"), whose principal offices are located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx
000, Xxxxx, XX 00000, which is a Licensee of Value Line Publishing, Inc.
("VLPI"), 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and First Trust/Value
Line(R) & Ibbotson Equity Allocation Fund ("Sub-Licensee"), whose principal
offices are located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxx, XX 00000.
WHEREAS, VLPI is publisher of financial and business information and
compiles, calculates and owns all rights in its proprietary ranking systems,
including the "Value Line Timeliness Ranking System" (the "System"); and
WHEREAS, VLPI uses in commerce and owns the registered trade or service
names or marks listed in Exhibit A (the "Marks"); and
WHEREAS, VLPI and FTA have previously entered into a separate agreement
("License Agreement") concerning use of the System and Marks in relating to the
products described in Exhibit B to the License Agreement ("Products"); and
WHEREAS, Sub-Licensee is a necessary participant in the Products;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, Sub-Licensee and FTA, intending to be
legally bound, agree as follows:
SECTION 1. SCOPE OF SUB-LICENSEE. Sub-Licensee hereby acknowledges
that it has received, reviewed, and understands the License Agreement entered
into between FTA and VLPI relating to use of the System 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 under the Agreement. Sub-Licensee agrees that VLPI may exercise any
rights against Sub-Licensee (including, for example, limitation of liability or
indemnification rights) VLPI has against FTA to the same extent as if
Sub-Licensee were directly contracting VLPI. Sub-Licensee agrees it will not
assert against VLPI any defense, claim, or right Sub-Licensee may have against
FTA, including those of setoff, abatement, counterclaim, contribution, or
indemnification.
SECTION 2. TERM. The Term of this Sub-License Agreement automatically
terminates, without notice, if the Term of the License Agreement terminates for
any reason.
SECTION 3. LIMITATION OF LIABILITY. Any obligation of the
Sub-Licensee under the Sub-License Agreement shall be binding only upon the
assets of the Sub-Licensee and shall not be binding upon any trustee, officer,
employee, agent or shareholder of the Sub-Licensee. Neither the authorization of
any action by the trustees or shareholders of the Sub-Licensee nor the execution
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of the Sub-License Agreement on behalf of the Sub-Licensee shall impose any
liability upon any trustee or any shareholder.
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
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
Authorized Officer
Date: March 11, 2004
FIRST TRUST/VALUE LINE(R) & IBBOTSON
EQUITY ALLOCATION FUND, Sub-Licensee
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
Authorized Officer
Date: March 11, 2004
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