INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this 24th day of September, 2015 by and among First
Trust Dynamic Europe Equity Income Fund, a Massachusetts business trust (the
"Fund"), First Trust Advisors L.P., an Illinois limited partnership (the
"Manager") and a registered investment adviser with the Securities and Exchange
Commission ("SEC"), and Xxxxxxxxx Global Investors (North America) Inc., a
Delaware corporation and a registered investment adviser with the SEC (the
"Sub-Adviser").
WHEREAS, the Fund is a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund has retained the Manager to serve as the investment
manager for the Fund pursuant to an Investment Management Agreement between the
Manager and the Fund (the "Management Agreement") to manage the investment and
reinvestment of assets of the Fund in accordance with the Fund's investment
objective and policies and limitations, as the same may be amended from time to
time;
WHEREAS, the Management Agreement provides that the Manager may, subject
to certain requirements, appoint a sub-adviser at its own cost and expense for
the purpose of furnishing certain services required under the Management
Agreement;
WHEREAS, the Fund and the Manager desire to retain the Sub-Adviser to
furnish investment advisory services in accordance with the Fund's investment
objective and policies and limitations assigned to the Sub-Adviser and described
in the Fund's most recent effective registration statement and as such
objective, policies and limitations may be amended from time to time for the
assets of the Fund's investment portfolio the Manager allocates to the
Sub-Adviser from time to time (the "Sub-Adviser's Strategy"), upon the terms and
conditions hereafter set forth;
WHEREAS, the Fund will also apply a strategy of writing call options on
portfolio equity securities, custom baskets of individual securities and certain
broad-based securities indices in accordance with the Fund's investment
objective and policies and limitations (the "Call Writing Strategy") assigned to
the Manager and described in the Fund's most recent effective registration
statement and as such objective, policies and limitations may be amended from
time;
WHEREAS, the Manager may make portfolio investment decisions for purchases
and sales of securities and other assets of the Fund with respect to investment
strategies not assigned to the Sub-Adviser, including the Call Writing Strategy
(the "Manager's Strategy");
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointments. The Fund and the Manager hereby appoint the Sub-Adviser
to provide certain investment sub-advisory services to the Fund solely with
respect to the Sub-Adviser's Strategy for the period and on the terms set forth
in this Agreement. The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided. The
Sub-Adviser shall, for all purposes herein provided, be deemed an independent
contractor and, unless otherwise expressly provided or authorized, shall have no
authority to act for nor represent the Fund or the Manager in any way, nor
otherwise be deemed an agent of the Fund or the Manager. Without limiting the
generality of the foregoing, the Sub-Adviser shall have no duty to (a) implement
the Manager's Strategy, (b) review, monitor or advise upon the performance of
the Manager or its delegates in implementing the Manager's Strategy, (c) assist
with the selection of brokers or other counterparties for the Manager's
Strategy, or (d) determine the amount of Fund assets devoted to the Manager's
Strategy and the levels of risk assumed by the Fund in the Manager's Strategy.
This appointment shall be non-exclusive and nothing in this Agreement
shall affect or limit the right of the Sub-Adviser to undertake any other
business or venture whatsoever or provide the Fund or the Manager with any right
or claim on the income or revenues of any such other business or venture,
subject to exception for any liabilities the Sub-Adviser may have under Section
8 below.
2. Services to Be Performed. Subject always to the supervision of the
Fund's Board of Trustees (the "Board of Trustees" or the "Board") and the
Manager, the Sub-Adviser will act as sub-adviser for, and manage on a
discretionary basis the investment and reinvestment of the assets of the Fund
assigned to the Sub-Adviser by the Manager from time to time in the
Sub-Adviser's Strategy, furnish an investment program in respect of, make
investment decisions for, and place all orders for the purchase and sale of
securities or other assets for the Fund's investment portfolio in the
Sub-Adviser's Strategy, all on behalf of the Fund and as described in the Fund's
most recent effective registration statement on Form N-2 and as the same and
such investment policies described therein may thereafter be amended from time
to time and communicated by the Fund or the Manager in writing the Sub-Adviser.
The Sub-Adviser shall also provide U.S. regulatory and compliance oversight with
respect to the Fund's investment portfolio in the Sub-Adviser's Strategy and any
sub-adviser appointed pursuant to Section 3 hereof. In the performance of its
duties, the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may
have to the Fund; (b) monitor the Fund's investments in the Sub-Adviser's
Strategy; (c) comply with the provisions of the Fund's Declaration of Trust and
By-laws, as amended from time to time and communicated by the Fund or the
Manager to the Sub-Adviser; (d) comply with (i) the investment objective,
policies and restrictions of the Fund stated in the Fund's most recent effective
prospectus and statement of additional information, (ii) such other investment
objective, policies, restrictions or instructions as the Manager or the Fund's
Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any
changes to the objective, policies, restrictions or instructions required under
the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing; (e)
assist in the valuation of portfolio assets held by the Fund in the
Sub-Adviser's Strategy as reasonably requested by the Manager; and (f)
communicate as necessary with the Manager to coordinate the implementation of
the Manager's Strategy. The Sub-Adviser and the Manager will also each make its
officers and employees available to the other from time to time at reasonable
times to review the investment objective, policies and restrictions of the Fund
and to consult with each other regarding the investment affairs of the Fund. The
Fund or the Manager shall provide the Sub-Adviser with current copies of the
Fund's Declaration of Trust, By-laws, prospectus, statement of additional
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information and any amendments thereto, and any objective, policies or
limitations not appearing therein as they may be relevant to the Sub-Adviser's
performance under this Agreement.
Unless otherwise provided by the Manager in writing, the Sub-Adviser is
authorized to select the brokers, dealers, futures commission merchants, banks
or any other agent or counterparty that will execute the purchases and sales of
portfolio investments for the Fund in the Sub-Adviser's Strategy, and is
directed to use its commercially reasonable efforts to obtain best execution in
such a manner that the Fund's total cost or proceeds in each transaction is the
most favorable under the circumstances, taking into account all appropriate
factors, including, among other things, price, dealer spread or commission, size
and difficulty of the transaction and research or other services provided.
Subject to approval by the Fund's Board of Trustees and compliance with the
policies and procedures adopted by the Board of Trustees for the Fund and
communicated by the Fund or the Manager in writing to the Sub-Adviser and to the
extent permitted by and in conformance with applicable law (including Rule 17e-1
under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated
with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed
to have acted unlawfully, or to have breached a fiduciary duty to the Fund or
the Manager, or be in breach of any obligation owing to the Fund under this
Agreement, or otherwise, solely by reason of its having caused the Fund to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Sub-Adviser determined in good faith that the commission paid was reasonable in
relation to the value of brokerage or research services provided by such member,
broker or dealer, viewed in terms of that particular transaction or the
Sub-Adviser's overall responsibilities with respect to its accounts, including
the Fund, as to which it exercises investment discretion. The Fund and the
Manager shall instruct the custodian for the Fund to accept and act upon
instructions for purchases and sales of portfolio securities and other
investment transactions for the account of the Fund issued by the Sub-Adviser
pursuant to this Agreement.
In addition, the Sub-Adviser may, to the extent permitted by applicable
law, aggregate purchase and sale orders of securities or other instruments
placed with respect to the assets of the Fund with similar orders being made
simultaneously for other accounts managed by the Sub-Adviser or its affiliates
to attempt to obtain more favorable price or lower brokerage commissions and
efficient execution, if in the Sub-Adviser's reasonable judgment such
aggregation is in the best interest of the Fund as well as such other accounts.
In the event that a purchase or sale of an asset of the Fund occurs as part of
any aggregate sale or purchase orders, the objective of the Sub-Adviser and any
of its affiliates involved in such transaction shall be to allocate the assets
so purchased or sold, as well as expenses incurred in the transaction, among the
Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund
and the Manager acknowledge that under some circumstances, such allocation may
adversely affect the Fund with respect to, among other things, the price or size
of the assets obtainable or salable. Whenever the Fund and one or more other
investment advisory clients of the Sub-Adviser have available funds for
investment, investments suitable and appropriate for each will be allocated in a
manner believed by the Sub-Adviser to be equitable to each, although such
allocation may result in a delay in one or more client accounts being fully
invested that would not occur if such an allocation were not made. Moreover, it
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is possible that due to differing investment objective or for other reasons, the
Sub-Adviser and its affiliates may purchase securities or other instruments of
an issuer for one client and at approximately the same time recommend selling or
sell the same or similar types of securities, assets or instruments for another
client.
The Sub-Adviser will not arrange purchases or sales of securities or other
assets between the Fund and other accounts advised by the Sub-Adviser or its
affiliates unless (a) such purchases or sales are in accordance with applicable
law (including Rule 17a-7 under the 0000 Xxx) and the Fund's policies and
procedures that have been communicated by the Fund or the Manager in writing to
the Sub-Adviser, (b) the Sub-Adviser determines the purchase or sale is in the
best interests of the Fund, and (c) the Fund's Board of Trustees has approved
these types of transactions.
The Fund may adopt policies and procedures that modify or restrict the
Sub-Adviser's authority regarding the execution of the Fund's portfolio
transactions provided herein, provided that no such policy or procedure shall
bind the Sub-Adviser until it has been communicated by the Fund or the Manager
in writing to the Sub-Adviser.
The Sub-Adviser acknowledges that the Fund intends to rely on with Rule
10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, and the
Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of
an investment company or a series of an investment company that is advised by
the Manager (the "First Trust Fund complex") or consult with an affiliated
person of any such sub-adviser (including any sub-adviser that is a principal
underwriter or an affiliated person of such principal underwriter), in each case
concerning transactions for the Fund or any fund in the First Trust Fund complex
in securities or other fund assets. A list of each sub-adviser to the First
Trust Fund Complex and each affiliated person of any such sub-adviser is
provided by the Manager, and the Manager will promptly notify Sub-Adviser of any
amendments to such list. In addition, with respect to a fund in the First Trust
Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to
providing investment advice with respect to only the discrete portion of the
fund's portfolio as may be determined from time-to-time by the Board of Trustees
or the Manager, and shall not consult with the sub-adviser (including any
sub-adviser that is a principal underwriter or an affiliated person of such
principal underwriter) as to any other portion of the fund's portfolio
concerning transactions for the fund in securities or other assets.
Notwithstanding the foregoing, the provisions in this paragraph do not apply to
the consultations between the Sub-Adviser and any sub-adviser retained by the
Sub-Adviser, pursuant to Section 3 hereunder.
The Sub-Adviser will communicate to the officers and Trustees of the Fund
such information relating to transactions for the Fund in the Sub-Adviser's
Strategy as they may reasonably request. In no instance will the Fund's
portfolio assets be purchased from or sold to the Manager, the Sub-Adviser or
any affiliated person of any of the Fund, the Manager, or the Sub-Adviser,
except as may be permitted under the 1940 Act and under no circumstances will
the Sub-Adviser select brokers or dealers for Fund transactions on the basis of
Fund share sales by such brokers or dealers.
The Sub-Adviser is hereby authorized to vote proxies at its sole
discretion in accordance with its Proxy Voting Policy, a copy of which will be
provided to the Fund at the Fund's request.
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The Sub-Adviser shall not be required to render any legal advice or
initiate litigation with respect to portfolio assets, including, but not limited
to, class action and bankruptcy claims.
The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such
services as it uses in providing services to other fiduciary accounts for
which it has investment responsibilities;
(b) will (i) in the performance of its duties under this Agreement
conform in all material respects to all applicable rules and regulations
of the SEC, Commodity Futures Trading Commission and any other applicable
regulatory authority, (ii) in the performance of its duties under this
Agreement comply in all material respects with all policies and procedures
adopted by the Board of Trustees for the Fund and communicated to the
Sub-Adviser in writing and (iii) conduct its activities under this
Agreement in all material respects in accordance with any applicable law
and regulations of any governmental authority pertaining to its investment
advisory, commodity pool operator and commodity trading advisory
activities;
(c) will report to the Manager and to the Board of Trustees of the
Fund on a quarterly basis and will make appropriate persons available for
the purpose of reviewing with representatives of the Manager and the Board
of Trustees on a regular basis at such times as the Manager or the Board
of Trustees may reasonably request in writing regarding the management of
the Fund, including, without limitation, review of the general investment
strategies of the Fund in the Sub-Adviser's Strategy, the performance of
the Fund's investment portfolio in the Sub-Adviser's Strategy in relation
to relevant standard industry indices and general conditions affecting the
marketplace and will provide various other reports from time to time as
reasonably requested by the Manager or the Board of Trustees of the Fund
in relation to the Sub-Adviser's Strategy; and
(d) will prepare and maintain such books and records with respect
to the Fund's securities and other transactions for the Fund's investment
portfolio, in each case, relating solely to the Sub-Adviser's Strategy as
required for registered investment advisers under applicable law, the
Fund's policies and procedures or as otherwise reasonably requested by the
Manager or the Board and will prepare and furnish the Manager and the
Fund's Board of Trustees such periodic and special reports as the Board or
the Manager may reasonably request. Such records prepared and maintained
by the Sub-Adviser as required hereunder shall be open to inspection at
all reasonable times by the Manager, the Fund and any appropriate
regulatory authorities. The Sub-Adviser further agrees that all records
that it maintains for the Fund are the property of the Fund and the
Sub-Adviser will surrender promptly to the Fund any such records upon the
request of the Manager or the Fund (provided, however, that the
Sub-Adviser shall be permitted to retain copies thereof); and shall be
permitted to retain originals (with copies to the Fund) to the extent
required under Rule 204-2 under the Investment Advisers Act of 1940 or
other applicable law; and
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(e) will monitor the pricing of portfolio assets in the
Sub-Adviser's Strategy, and events relating to the issuers of those assets
and the markets in which the securities or other assets trade in the
ordinary course of managing the portfolio investments of the Fund, and
will notify Manager promptly of any issuer-specific or market events or
other situations that occur (particularly those that may occur after the
close of a foreign market in which the investments may primarily trade but
before the time at which the Fund's investments are priced on a given day)
that may materially impact the pricing of one or more securities or other
assets in Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser
will at the Manager's reasonable request assist Manager in evaluating the
impact that such an event may have on the net asset value of the Fund and
in determining a recommended fair value of the affected investment or
investments.
3. Additional Sub-Advisers. Subject to obtaining the initial and periodic
approvals required under Section 15 of the 1940 Act (after taking into effect
any exemptive order, no-action assurances or other relief, rule or regulation
upon which the Fund may rely) and the approval of the Manager, the Sub-Adviser
may retain one or more additional sub-advisers at the Sub-Adviser's own cost and
expense for the purpose of furnishing one or more of the services described in
Section 2 hereof with respect to the Fund. As of the date of this Agreement, the
Sub-Adviser has retained, and the Fund and Manager have approved, the
appointment of the Sub-Sub-Adviser. Retention of a sub-adviser hereunder shall
in no way reduce the responsibilities or obligations of the Sub-Adviser under
this Agreement and the Sub-Adviser shall be responsible to the Fund for all acts
or omissions of any sub-adviser in connection with the performance of the
Sub-Adviser's duties hereunder.
4. Expenses. During the term of this Agreement, the Sub-Adviser will pay
all its expenses incurred in connection with its activities under this Agreement
other than the cost of securities and other assets (including, but not limited
to, brokerage commissions, stamp duties, currency conversion costs, and other
transaction charges, if any) purchased or otherwise acquired, or sold or
otherwise disposed of, for the Fund, which will be paid by the Fund.
5. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a portfolio
management fee (the "Management Fee") equal to the annual rate of 0.50% of the
Fund's Managed Assets (as defined below), subject to paragraph 6 below. For
purposes of calculating the Management Fee, Managed Assets means the average
daily gross asset value of the Fund (which includes assets attributable to the
Fund's leverage, if any), minus the sum of the Fund's accrued and unpaid
dividends on any outstanding Preferred Shares (as such term is defined in the
Fund's prospectus), if any, and accrued liabilities (other than liabilities
representing leverage). For purposes of determining Managed Assets, the
liquidation preference of any outstanding Preferred Shares of the Fund is not
treated as a liability. The Management Fee shall be payable in arrears on or
about the first day of each month during the term of this Agreement.
For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.
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6. Expense Reimbursement. The Sub-Adviser agrees to pay the Manager,
within 30 days after the receipt of a reasonably detailed statement therefor,
45% of (i) all organization costs and (ii) all offering costs of the Fund (other
than sales load but including a partial reimbursement of certain underwriter
expenses incurred in connection with the offering as described in the Fund's
prospectus) that exceed 0.20% (or $0.04 per Common Share (as such term is
defined in the Fund's prospectus)) of the Fund's aggregate offering price. The
terms "organization costs" and "offering costs" shall have the meanings ascribed
to them in Sections 8.23-8.31 of the AICPA Audit and Accounting Guide, Audits
for Investment Companies, with Conforming Changes as of May 1, 2014. The Manager
shall provide to the Sub-Adviser such evidence or documentation of any such
organization costs and offering costs as the Sub-Adviser may reasonably request.
7. Services to Others. The Fund and the Manager acknowledge that the
Sub-Adviser now acts, or may in the future act, as an investment adviser to
other managed accounts and as investment adviser or investment sub-adviser to
one or more other investment companies. In addition, the Fund and the Manager
acknowledge that the persons employed by the Sub-Adviser to assist in its
respective duties under this Agreement will not devote their full time to such
efforts. It is also agreed that the Sub-Adviser may use any supplemental
research obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts and for managing its own accounts.
8. Limitation of Liability. The duties of the Sub-Adviser under this
Agreement are limited to those expressly set forth herein and as may be imposed
under applicable law, and no duties of the Sub-Adviser shall be implied under
this Agreement. The Sub-Adviser shall not be liable for, and the Fund and the
Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser
liable for, (a) any error of judgment or mistake of law or for any loss suffered
by the Fund or the Manager (including, without limitation, by reason of the
purchase, sale or retention of any security) in connection with the performance
of the Sub-Adviser's duties under this Agreement or (b) any loss, liability,
expenses, or damages suffered or incurred by the Fund or the Manager in relation
to the Manager's Strategy, including, without limitation, by reason of any
failure to follow investment policies or restrictions of the Manager's Strategy,
except in either (a) or (b) of this Section, the Sub-Adviser shall be liable for
a loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser in the performance of its duties under this Agreement,
or by reason of the Sub-Adviser's reckless disregard of its obligations and
duties under this Agreement.
9. Term; Termination. This Agreement shall become effective with respect
to the Fund on the same date as the Management Agreement between the Fund and
the Manager becomes effective (it being understood that the Manager shall notify
the Sub-Adviser of the date of effectiveness of the Management Agreement as soon
as reasonably practical after effectiveness), provided that it has been approved
in the manner required by the 1940 Act (after taking into effect any exemptive
order, no-action assurances or other relief, rule or regulation upon which the
Fund may rely), and shall remain in full force until the two-year anniversary of
the date of its effectiveness unless sooner terminated as hereinafter provided.
This Agreement shall continue in force from year to year thereafter, but only as
long as such continuance is specifically approved for the Fund at least annually
in the manner required by the 1940 Act and the rules and regulations thereunder
7
(after taking into effect any exemptive order, no-action assurances or other
relief, rule or regulation upon which the Fund may rely); provided, however,
that if the continuation of this Agreement is not approved for the Fund, the
Sub-Adviser may continue to serve in its respective capacity for the Fund in the
manner and to the extent permitted by the 1940 Act and the rules and regulations
thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Manager or the Sub-Adviser upon sixty (60) days' written notice to the
other parties. This Agreement may also be terminated by the Fund by action of
the Board of Trustees or by a vote of a majority of the outstanding voting
securities of the Fund upon sixty (60) days' written notice to the Sub-Adviser
by the Fund without payment of any penalty.
This Agreement may be terminated at any time without the payment of any
penalty by the Manager, the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund in the event that it shall have been
established by a court of competent jurisdiction that the Sub-Adviser or any
officer or director of the Sub-Adviser has taken any action that results in a
breach of the material covenants of the Sub-Adviser set forth herein.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.
This Agreement shall automatically terminate in the event the Management
Agreement between the Manager and the Fund is terminated, assigned or not
renewed.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 5 earned prior to such termination and for any additional
period during which the Sub-Adviser serves as such for the Fund, subject to
applicable law. Sections 8, 11 and 12 shall survive termination or the end of
the term of this Agreement. Termination of this Agreement shall not affect any
rights or claims accrued under this Agreement prior to its termination.
10. Compliance Certification. From time to time the Sub-Adviser shall
provide such certifications with respect to Rule 38a-1 under the 1940 Act as are
reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser
will, from time to time, provide a written assessment of its compliance program
in conformity with current industry standards that is reasonably acceptable to
the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under
the 1940 Act.
11. Confidentiality. The Sub-Adviser shall treat as confidential and use
only in connection with the Fund in accordance with this Agreement all
non-public information of the Fund and the Manager delivered to the Sub-Adviser
in the course of the Sub-Adviser's performances under this Agreement. The
Manager and the Fund shall treat as confidential and use only in connection with
the Fund in accordance with this Agreement all non-public information of the
Sub-Adviser delivered to the Fund or the Manager in the course of the
Sub-Adviser's performances under this Agreement, including for avoidance of
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doubt investment decisions, trading strategies, and investment advice for the
Fund provided by or on behalf of the Sub-Adviser or any other sub-advisers
appointed by the Sub-Adviser under Section 3 ("Recommendations"). The
undertakings in the first two sentences of this paragraph shall not (a) limit
disclosures that are required to be made under applicable laws and regulations;
(b) apply to information that becomes public without a breach of this paragraph
or the next two following paragraphs; or (c) prohibit disclosures on a
confidential basis to lawyers, accountants, bankers, securities brokers, other
sub-advisers appointed by the Sub-Adviser under Section 3, or other service
providers to any of the parties to this Agreement related to the performances
contemplated by this Agreement. The parties acknowledge that any breach of the
undertakings in the first two sentences of this paragraph might result in
immediate, irreparable injury to another party and that, accordingly, equitable
remedies, including ex parte remedies, are appropriate in the event of any
actual, apparent, or threatened breach of any such undertaking. The undertakings
in this paragraph shall apply to derivative works.
The Fund and the Manager shall not use, or permit any of their affiliates
to use, any Recommendations for any purpose other than the management of the
Fund.
12. Sub-Adviser Marks. The Fund and the Manager acknowledge that
associates of the Sub-Adviser own the names "Xxxxxxxxx Global Investors" and
"Xxxxxxxxx", and all related names, marks, and trade dress (collectively, the
foregoing are the "Xxxxxxxxx Marks") and all associated goodwill. The Fund and
the Manager shall not take any action inconsistent with such ownership,
including, without limitation, contesting the ownership of or validity of the
Xxxxxxxxx Marks. All use of the Henderson Marks under this Agreement inures to
the sole benefit of the Sub-Adviser for and on behalf of the owners of the
Xxxxxxxxx Marks. The Fund and the Manager shall upon request execute and deliver
such documents as the Sub-Adviser may reasonably require to further evidence,
assure, and confirm the foregoing.
It is understood that the Fund and the Adviser have the right to use the
Xxxxxxxxx Marks in offering materials or promotional or sales-related materials
of the Fund, only with the prior written approval of the Sub-Advisor, such
approval not to be unreasonably withheld, and for so long as the Sub-Advisor is
Sub-Advisor of the Fund, except to the extent required by law. Notwithstanding
the foregoing, the Sub-Advisor's approval is not required when (i) previously
approved materials are re-issued with minor modifications, (ii) the Advisor and
Sub-Advisor identify materials which they jointly determine do not require the
Sub-Advisor's approval and (iii) used as required to be disclosed in the
registration statement of the Fund. Upon termination of this Agreement, the Fund
and the Fund shall forthwith cease to use such name (or derivative or logo)
except to the extent required by law.
13. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery and addressed as follows or addressed to such other person or
address as such party may designate for receipt of such notice.
If to the Manager or the Fund: If to the Sub-Adviser:
First Trust Dynamic Europe Equity Xxxxxxxxx Global Investors
Income Fund (North America) Inc.
First Trust Advisors L.P. 000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
000 X. Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000
Xxxxxxx, Xxxxxxxx 00000 Attention: Legal Department
Attention: Secretary
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14. Limitations on Liability. All parties hereto are expressly put on
notice of the Fund'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 and a copy
of which has been provided to the Sub-Adviser prior to the date hereof. This
Agreement is executed on behalf of the Fund by the Fund's officers in their
capacity as officers and not individually and is not binding upon any of the
Trustees, officers or shareholders of the Fund individually but the obligations
imposed upon the Fund by this Agreement are binding only upon the assets and
property of the Fund, and persons dealing with the Fund must look solely to the
assets of the Fund for the enforcement of any claims.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
16. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 14 hereof, which shall be
construed in accordance with the laws of the Commonwealth of Massachusetts) the
laws of the State of Illinois.
17. Amendment, Etc. This Agreement may only be amended, or its provisions
modified or waived, in a writing signed by the party against which such
amendment, modification or waiver is sought to be enforced.
18. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Fund represents that engagement of the Sub-Adviser has been duly authorized
by the Fund and is in accordance with the Fund's Declaration of Trust and other
governing documents of the Fund.
19. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Management Fee described
in Section 5 are not severable.
20. Third Party Beneficiaries. None of the provisions of this Agreement
shall be for the benefit of, or enforceable by, any person or entity that is not
a party hereto.
21. Forum Selection. Any action brought on or with respect to this
Agreement or any other document executed in connection herewith or therewith by
a party to this Agreement against another party to this Agreement shall be
brought only in a court of competent jurisdiction in Chicago, Xxxx County,
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Illinois, or if venue does not lie in any such court only in a court of
competent jurisdiction within the State of Illinois (the "Chosen Courts"). Each
party to this Agreement (a) consents to jurisdiction in the Chosen Courts; (b)
waives any objection to venue in any of the Chosen Courts; and (c) waives any
objection that any of the Chosen Courts is an inconvenient forum. In any action
commenced by a party hereto against another party to the Agreement, there shall
be no right to a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO
THE FULLEST EXTENT PERMITTED BY LAW.
22. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties hereto with respect to the subject matter expressly set
forth herein.
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IN WITNESS WHEREOF, the Fund, the Manager and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above written.
FIRST TRUST ADVISORS X.X. XXXXXXXXX GLOBAL INVESTORS (NORTH
AMERICA) INC.
By__________________________________ By__________________________________
Title:_________________________ Title:_________________________
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
By__________________________________
Title:_________________________
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