SUBLICENSE AGREEMENT
FIRST TRUST DB STRATEGIC VALUE INDEX FUND
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
July 11, 2006, is made by and among First Trust DB Strategic Value Index Fund
(the "Sublicensee"), Deutsche Bank AG, acting through its London Branch
("Licensor"), and First Trust Advisors L.P. ("Licensee" or "Sublicensor").
W I T N E S S E T H :
WHEREAS, pursuant to that certain License Agreement, dated
June 30, 2006, by and between Licensor and Licensee ("License Agreement"),
Licensor has granted Licensee a license to use certain copyright, trademark,
proprietary rights and trade secrets of Licensor (as further described in the
License Agreement, the "Index" and the "Deutsche Bank Marks") in connection with
the issuance, sale, marketing and/or promotion of certain financial products (as
further defined in the License Agreement, the "Licensee Product");
WHEREAS, Sublicensee wishes to issue and sell the Licensee
Product and to use and refer to the Index and the Deutsche Bank Marks 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
revocable, limited, royalty-free, non-exclusive and non-transferable sublicense
to use the Index and the Deutsche Bank Marks in connection with the issuance or
selling of the Licensee Product.
2. The Sublicensee acknowledges that it has received and read
a copy of the License Agreement, including schedules A, B and C, and agrees to
be bound by all the provisions thereof, including, without limitation, those
provisions imposing any obligations on the Licensee (including, without
limitation, the indemnification obligations in Section 8 insofar).
3. 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 Licensee may have against
Licensor.
4. This Sublicense Agreement shall be interpreted, construed
and enforced in accordance with the laws of the State of New York without
reference to or inclusion of the principles of choice of law or conflicts of law
of that jurisdiction. 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 Southern District of New York or in the Supreme Court of the State of
New York in and for the First Judicial Department, 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.
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FIRST TRUST DB STRATEGIC VALUE INDEX FUND
By: /s/ Xxxxx X. Xxxxx
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Title: President
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Date: July 11, 2006
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FIRST TRUST ADVISORS L.P.
By: /s/ Xxxxx X. Xxxxx
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Title: President
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Date: July 11, 2006
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DEUTSCHE BANK AG LONDON
By: /s/ Xxxx Xxxxxx
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Title: Head of GME Structuring, Americas
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Date: July 11, 2006
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DEUTSCHE BANK AG
By: /s/ Xxxxxx Moral /s/ Xxxxx Xxxxxx
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Title: Director Managing Director
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Date: July 11, 2006 July 11, 2006
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