SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated
as of April 25, 2007, is made by and among First Trust ISE Water 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 February 8, 2007, 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 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 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 WATER INDEX FUND
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇,
President of First Trust Exchange-Traded Fund
FIRST TRUST ADVISORS L.P.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇,
President of First Trust Advisors L.P.
INTERNATIONAL SECURITIES EXCHANGE, LLC
/s/ ▇▇▇▇ ▇▇▇▇
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By: ▇▇▇▇ ▇▇▇▇
Title: COO