SUBLICENSE AGREEMENT
FIRST TRUST DOW XXXXX GLOBAL SELECT DIVIDEND INDEX FUND
This Sublicense Agreement (the "Sublicense Agreement"), dated
as of November 16, 2007 is made by and among the First Trust Exchange-Traded
Fund II, on behalf of its series, First Trust Dow Xxxxx Global Select Dividend
Index Fund (the "Sublicensee"), Dow Xxxxx & Company, Inc. ("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 September 15, 2005, by and between Licensor and Licensee and Schedule III
Attached thereto (collectively the "License Agreement"), Licensor has granted
Licensee a license to use certain indexes, 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 (as modified by Appendix A hereto, if applicable).
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 the State of New York without reference to or inclusion of the
principles of choice of law or conflicts of law of that jurisdiction. It is the
intent of the parties that the substantive law of the State of New York 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 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. Each party hereto hereby waives any right
it may have in the future to a jury trial in connection with any legal action,
proceeding controversy or claim between the parties arising out of or relating
to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Sublicense Agreement as of the date first set forth above.
FIRST TRUST EXCHANGE-TRADED FUND II, on behalf
of its series, FIRST TRUST DOW XXXXX GLOBAL
SELECT DIVIDEND 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
---------------------------
By: Xxxxx X. Xxxxx
Title: President
DOW XXXXX & COMPANY, INC.
--------------------------------
By:_____________________________
Title:__________________________
