SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
October 31, 2018, is made by and among the First Trust Dow Xxxxx International
Internet ETF (the "Sublicensee" or "Product"), a series of First Trust
Exchange-Traded Fund II (the "Trust") 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 License Agreement dated as of
August 14, 2018 by and between S&P Opco, 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 "Licensor Marks") in connection
with the issuance, sale, marketing and/or promotion of the First Trust Dow Xxxxx
International Internet ETF (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 Dow Xxxxx International Internet Index
(the "Index") and the Licensor Marks in connection with the issuance,
distribution, marketing and/or promotion of the First Trust Dow Xxxxx
International Internet ETF.
2. 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.
3. All parties hereto are expressly put on notice of the Trust's
Declaration of Trust and all amendments thereto, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts and the limitation of
shareholder and trustee liability contained therein. This Sublicense Agreement
is executed on behalf of the Trust by the Trust's officers as officers and not
individually and the obligations imposed upon the Trust by this Sublicense
Agreement are not binding upon any of the Trust's Trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Trust, and persons dealing with the Trust must look solely to the assets of
the Trust and those assets belonging to the subject Trust, for the enforcement
of any claims.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense
Agreement as of the date first set forth above.
FIRST TRUST DOW XXXXX FIRST TRUST ADVISORS L.P.
INTERNATIONAL INTERNET ETF,
A SERIES OF FIRST TRUST
EXCHANGE-TRADED FUND II
/s/ /s/
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By: By:
Title: Title:
