SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of March 5,
2010, is made by and among First Trust ISE Global Copper Index Fund (the
"Sublicensee"), International Securities Exchange, LLC ("Licensor"), and First
Trust Advisors L.P. ("First Trust" or "Sublicensor").
WITNESSETH:
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
Global Copper Index and associated Marks in connection with the
issuance, distribution, marketing and/or promotion of the First
Trust ISE Global Copper 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 GLOBAL COPPER
INDEX FUND
/s/ Xxxxx X. Xxxxx
By: Xxxxx X. Xxxxx
Title: President
FIRST TRUST ADVISORS L.P.
/s/ Xxxxx X. Xxxxx
By: Xxxxx X. Xxxxx
Title: President
INTERNATIONAL SECURITIES EXCHANGE, LLC
/s/ Xxx Xxxxxxx
By: Xxx Xxxxxxx
Title: V.P., Associate General Counsel
