SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of July
5, 2011, is made by and among First Trust ISE Cloud Computing Index Fund (the
"Sublicensee"), International Securities Exchange, LLC ("Licensor"), 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 September
18, 2008, as amended, by and between 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 "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 ISE Cloud Computing Index and associated
Marks in connection with the issuance, distribution, marketing and/or promotion
of the First Trust ISE Cloud Computing Index Fund.
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 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 in and for the County of New York, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense
Agreement as of the date first set forth above.
FIRST TRUST ISE CLOUD COMPUTING INDEX FUND
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By:
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Title:
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FIRST TRUST ADVISORS L.P.
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By:
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Title:
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INTERNATIONAL SECURITIES EXCHANGE, LLC
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By:
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Title:
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