SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
August 30, 2018, is made by and among the First Trust S&P International Dividend
Aristocrats ETF (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 ETF Master Agreement and related
ETF License Number One, dated as of October 14, 2011, as amended, by and between
S&P Opco LLC (a subsidiary of S&P Dow Xxxxx Indices LLC ("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 "S&P 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. Sublicensor hereby grants to Sublicensee a non-exclusive and
non-transferable sublicense to use the S&P International Dividend Aristocrats
Index (the "S&P Index") and the S&P Marks in connection with the issuance,
distribution, marketing and/or promotion of the First Trust S&P International
Dividend Aristocrats ETF.
2. Sublicensee agrees to reimburse Sublicensor for all License Fees
paid by Sublicensor to Licensor under the License Agreement.
3. The Sublicensee acknowledges that it has received and read a copy
of the License Agreement and consents and agrees to be bound by all the
provisions thereof, including, without limitation, those provisions imposing any
obligations on Licensor.
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 S&P INTERNATIONAL FIRST TRUST ADVISORS L.P.
DIVIDEND ARISTOCRATS ETF
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx By: Xxxxx X. Xxxxx
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Title: President Title: CEO
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