FORM OF
SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated
as of _______, 2007, is made by and among First Trust DJ STOXX(R) Select
Dividend 30 Index Fund (the "Sublicensee"), STOXX Limited ("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 as
of January 1, 2006, by and between Licensor and Licensee ("License Agreement"),
Licensor has granted Licensee a license to use certain copyright, trademark and
proprietary rights and trade secrets of Licensor (as further described in the
License Agreement, the "Intellectual Property") in connection with the issuance,
sale, marketing and/or promotion of certain financial products (as further
defined in the License Agreement, the "Products");
WHEREAS, Sublicensee wishes to issue, sell, market and/or
promote the Products 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 Intellectual Property
in connection with the issuance, distribution, marketing and/or promotion of the
Products.
2. 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 the Licensee (including, without limitation, the indemnification
obligations in Section 9 insofar as such obligations arise out of or relate to
the Products to be sold, issued, marketed and/or promoted by the Sublicensee).
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. Sublicensee agrees to reimburse the Sublicensor for amounts
paid by Sublicensor to Licensor for License Fees.
5. This Sublicense Agreement shall be construed in accordance
with the laws of Switzerland 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 courts of Switzerland.
IN WITNESS WHEREOF, the parties hereto have executed this
Sublicense Agreement as of the date first set forth above.
FIRST TRUST DJ STOXX(R) SELECT DIVIDEND
30 INDEX FUND
____________________________________
By:_________________________________
Title:______________________________
FIRST TRUST ADVISORS L.P.
____________________________________
By:_________________________________
Title:______________________________
STOXX LIMITED
____________________________________
By:_________________________________
Title:______________________________
