EXHIBIT II
SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
May 31, 2016, is made by and among First Trust ZyFin India Quality and
Governance 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 License Agreement, dated as of May
27, 2016, by and between Licensor and First Trust ("License Agreement"), ZyFin
Research Private Limited ("Licensor") has granted First Trust a license to use
an Index and 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 (as
modified by Appendix A hereto, if applicable).
2. The Sublicensee acknowledges that it has received and read a copy
of the License Agreement (excluding the Schedule setting forth the license fees)
and agrees to be bound by all the provisions thereof, including, without
limitation, those provisions imposing any obligations on First Trust.
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 First Trust may have
against Licensor.
4. It is the intent of the parties that the substantive law of the
State of Illinois 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 Northern
District of Illinois or in the Circuit Court of DuPage County, Illinois, 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.
5. Sublicensee agrees to reimburse Sublicensor for amounts paid by
Sublicensor to Licensor for License Fees.
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 ZYFIN INDIA QUALITY
AND GOVERNANCE ETF
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Treasurer
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FIRST TRUST ADVISORS L.P.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chief Financial Officer
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