INVESTMENT SUB-ADVISORY AGREEMENT
INVESTMENT SUB-ADVISORY AGREEMENT made as of this 27th day of October,
2015 by and among the First Trust Exchange-Traded Fund IV, a Massachusetts
business trust (the "Trust"), First Trust Advisors L.P., an Illinois limited
partnership (the "Manager") and a registered investment adviser with the
Securities and Exchange Commission ("SEC"), and Xxxxxxx Real Estate Securities
LLC, a Delaware limited liability company and a registered investment adviser
with the SEC (the "Sub-Adviser").
WHEREAS, the First Trust Xxxxxxx Global Prime Real Estate ETF (the "Fund")
is a series of the Trust, an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust has retained the Manager to serve as the investment
adviser for the Fund pursuant to an Investment Management Agreement between the
Manager and the Trust dated October 27, 2014 (as such agreement may be modified
from time to time, the "Management Agreement");
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, pursuant to the Management Agreement, the Fund will pay to the
Manager, at the end of each calendar month, and the Manager agrees to accept as
full compensation therefor, an investment management fee equal to an annual rate
of 0.95% of the Fund's average daily net assets (the "Investment Management
Fee"), and the Manager will pay all of the expenses of the Fund (including the
cost of transfer agency, custody, fund administration, legal, audit and other
services and license fees, if any) but excluding the fee payment under the
Management Agreement, interest, taxes, brokerage commissions and other expenses
connected with the execution of portfolio transactions, such as dividend and
distribution expenses from securities sold short and/or other investment related
costs, distribution and service fees payable pursuant to a Rule 12b-1 Plan, if
any, and extraordinary expenses (collectively, the "Fund Expenses"); and
WHEREAS, the Trust and the Manager desire to retain the Sub-Adviser to
furnish investment advisory services for the Fund's investment portfolio upon
the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment. The Trust and the Manager hereby appoint the Sub-Adviser
to provide certain investment advisory services to the Fund 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
Trust, the Fund or the Manager in any way, nor otherwise be deemed an agent of
the Trust, the Fund or the Manager.
2. Services to Be Performed. Subject always to the supervision of the
Trust's Board of Trustees (the "Board of Trustees") 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, furnish an investment
program in respect of, make investment decisions for, and place all orders
(either directly or through the Manager) for the purchase and sale of securities
and other assets for the Fund's investment portfolio, all on behalf of the Fund
and consistent with the investment guidelines provided by the Manager to the
Sub-Adviser and the Fund's currently effective registration statement on Form
N-1A as they both may hereafter be amended from time to time and communicated by
the Fund or the Manager to the Sub-Adviser in writing. To the extent
Sub-Sub-Advisers (as defined below) are appointed to manage all or a portion of
the Fund's assets, the Sub-Adviser (i) shall allocate and reallocate the Fund's
assets among the Sub-Sub-Advisers as the Sub-Adviser determines to be
appropriate, (ii) recommend the termination of a Sub-Sub-Adviser when
appropriate and (iii) monitor and evaluate each Sub-Sub-Adviser's performance
and report to the Manager on the Sub-Sub-Adviser's performance periodically, but
at least quarterly. In the performance of its duties, the Sub-Adviser will in
all material respects (a) satisfy any applicable fiduciary duties it may have to
the Fund, (b) monitor the Fund's investments or other instruments, (c) comply
with the provisions of the Trust'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
in writing, (d) comply with (i) the investment objective, policies and
restrictions stated in the Fund's most recently effective prospectus and
statement of additional information that are applicable to the Fund's investment
portfolio, (ii) such other investment policies, restrictions or instructions as
the Manager or the Trust'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 and (e) assist in the valuation of portfolio assets held
by the Fund as reasonably requested by the Manager or the Fund. The Fund or the
Manager shall provide the Sub-Adviser with current copies of the Trust's
Declaration of Trust, By-laws, the Fund's prospectus, the Fund's statement of
additional information and any amendments thereto, and any policies or
limitations not appearing therein as they may be relevant to the Sub-Adviser's
performance under this Agreement. If the Sub-Adviser has a question about
whether any proposed transaction with respect to the Fund would be in compliance
with such documentation, it may consult with the Manager, and the Manager will
provide instructions upon which the Sub-Adviser may rely in purchasing and
selling securities for the Fund.
The Sub-Adviser is responsible for voting in respect of securities held in
the Fund's portfolio and will exercise or not exercise a right to vote in
accordance with the Sub-Adviser's proxy voting policy, a copy of which has been
provided to the Manager. The Sub-Adviser shall promptly notify the Manager and
the Fund of any material change in the voting policy. The Sub-Adviser is
permitted to represent any holdings on behalf of the Fund at any ordinary or
special meeting of shareholders and has the right to exercise any voting rights
or any other similar or connected rights.
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Unless otherwise provided by the Manager, 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, and is directed to use its commercially reasonable
efforts to obtain best execution, which includes most favorable net results and
execution of the Fund's orders, 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 Board of Trustees and compliance with the policies and
procedures adopted by the Board of Trustees for the Fund and to the extent
permitted by and in conformance with applicable law (including if applicable
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
Trust or the Fund, or be in breach of any obligation owing to the Trust or 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 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.
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,
if in the Sub-Adviser's reasonable judgment such aggregation shall result in an
overall economic benefit to the Fund, taking into consideration the selling or
purchase price, brokerage commissions and other expenses. 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, or the inability of
one or more accounts to be, fully invested that would not occur if such an
allocation were not made. Moreover, it is possible that due to differing
investment objectives 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 if applicable Rule 17a-7 under the 0000 Xxx) and the Fund's
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policies and procedures, (b) the Sub-Adviser determines the purchase or sale is
in the best interests of the Fund, and (c) the 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, which policies and procedures will become binding
upon the Sub-Adviser upon delivery by the Fund or the Manager of written notice
thereof to the Sub-Adviser; provided that, notwithstanding the foregoing, (a)
the Manager shall provide not less than sixty (60) days' written notice to the
Sub-Adviser prior to adopting any policy or procedure that materially modifies
or restricts the investment strategy, investment guidelines or investment
policies and (b) the Sub-Adviser will not be deemed to be in breach of its
obligations hereunder as a result of any non-compliance with any policy or
procedure that otherwise modifies or restricts the execution of the Fund's
portfolio transactions if the Sub-Adviser uses commercially reasonable efforts
to conform to such policy and procedure as promptly as reasonably practicable
after receiving written notice thereof.
The Sub-Adviser will communicate to the officers and Trustees of the Trust
such information relating to transactions for the Fund 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 either the
Trust, 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.
To enable the Sub-Adviser to comply with the foregoing provision, the
Manager agrees that it will (a) provide the Sub-Adviser with a list of
affiliated persons of the Trust and the Manager and (b) from time to time,
update the list as necessary.
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) conform in all material respects to all applicable
rules and regulations of the SEC and Commodity Futures Trading Commission
("CFTC"), (ii) 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, (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 (provided that the parties hereto acknowledge that the
Sub-Adviser is not a commodity pool operator or commodity trading adviser
with respect to the Fund) and (iv) promptly notify the Manager and the
Fund if the Sub-Adviser intends to engage in any derivative transactions
on behalf of the Fund's portfolio);
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(c) will report to the Manager and to the Board of Trustees 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, the performance of the Fund's investment portfolio
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;
(d) will prepare and maintain such books and records with respect
to the Fund's assets and other transactions for the Fund's investment
portfolio as required under applicable law, the Fund's compliance policies
and procedures (as communicated by the Fund or the Manager to the
Sub-Adviser in writing) or as otherwise requested by the Manager or the
Board of Trustees and will prepare and furnish the Manager and the Board
of Trustees such periodic and special reports as the Board or the Manager
may request. Such records prepared and maintained by the Sub-Adviser as
required hereunder shall be open to inspection at all reasonable times
(upon reasonable notice and during standard business hours) by the Manager
or 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 of the Investment
Advisers Act of 1940 or other applicable law; and
(e) will use commercially reasonable efforts to monitor 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 use commercially reasonable
efforts to notify the Manager, as promptly as practical, of any
issuer-specific or market events or other situations of which it becomes
aware (such as 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 it believes are likely
to materially impact the pricing of one or more securities or other assets
in the Fund's portfolio sub-advised by the Sub-Adviser. In addition, the
Sub-Adviser will at the Manager's request assist the 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. Custody Responsibilities. The Manager shall identify to the
Sub-Adviser one or more custodians (the "Custodian") to hold the assets of the
Fund. The Custodian, as identified by the Manager, will be responsible for the
custody, receipt and delivery of securities and other assets of the Fund, and
the Sub-Adviser shall have no authority, responsibility or obligation with
respect to the custody, receipt or delivery of securities or other assets of the
Fund. In the event that any cash, securities or other assets of the Fund are
delivered to the Sub-Adviser, it will promptly deliver the same over to the
Custodian, in the name of the Fund, as permitted by applicable law. The Manager
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or the Fund shall be responsible for all custodial arrangements, including the
payment of all fees and charges to Custodian. The Sub-Adviser shall not be
responsible or liable for any act or omission of Custodian.
Unless otherwise required by local custom, all portfolio transactions
for the Fund will be consummated by payment to or delivery by the Fund of cash,
securities or other assets due to or from the Fund. The Sub-Adviser will make
all reasonable efforts to notify the Custodian of all orders to brokers, dealers
or other market intermediaries for the Account by 9:00 a.m. Eastern Time on the
day following the trade date and will affirm the trade before the close of
business one (1) business day after the trade date (T+1).
4. Disclosure Documents. During the term of this Agreement, the Manager
shall provide the Sub-Adviser with an opportunity to review and comment on the
portions of prospectuses, statements of additional information, registration
statements, proxy statements, reports to shareholders, advertising and sales
literature or other material prepared for distribution to Fund shareholders or
the public, which refer to the Sub-Adviser in any way, prior to the first use
thereof, and the Manager shall not use any such materials if the Sub-Adviser
reasonably objects in writing identifying errors or omissions within seven (7)
calendar days (or such shorter period as may be necessary to comply with
regulatory filing deadlines, or such other time as may be mutually agreeable)
after receipt thereof; provided, however, that the final form and content of all
such documentation shall be acceptable to the Manager, the Fund and their
respective legal counsel. The Manager shall ensure that all materials described
in this Section 4 prepared by employees or agents of the Manager or its
Affiliates that refer to the Sub-Adviser in any way are consistent with
materials previously approved by the Sub-Adviser as referenced in the preceding
sentence.
5. Expenses. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities and other assets (including
interest, taxes, brokerage commissions, if any, dividend and distribution
expenses from securities sold short and/or other investment related costs and
other expenses incurred in connection with the execution of transactions)
purchased for the Fund and any extraordinary expenses incurred by the Fund, all
of which shall be paid or reimbursed by the Fund.
6. Additional Sub-Advisers. Subject to obtaining the initial and periodic
approvals required under Section 15 of the 1940 Act and the approval of the
Manager, the Sub-Adviser may retain one or more additional sub-advisers
("Sub-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. Retention of a Sub-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-Sub-Adviser in connection with the performance of the
Sub-Adviser's duties hereunder.
7. Compensation. For the services provided pursuant to this Agreement,
the Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as
full compensation therefor, a sub-advisory fee (the "Sub-Advisory Fee") equal to
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50% monthly in arrears of any remaining monthly Investment Management Fee paid
to the Manager for the average daily net assets allocated to the Sub-Adviser
after the average Fund Expenses for the average daily net assets allocated to
the Sub-Adviser accrued during the most recent twelve months (or shorter period
during the first eleven months of this Agreement) are subtracted from the
Investment Management Fee for that month. If the average accrued Fund Expenses
for any rolling average twelve-month period are greater than the Investment
Management Fee for the twelfth month of such period, no Sub-Advisory Fee will be
due the Sub-Adviser for such month. For the avoidance of doubt, any deficit will
not be carried forward for purposes of calculating the Sub-Advisory Fee in any
subsequent month. 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. At the request of the Sub-Adviser, the Manager shall provide the
Sub-Adviser with an accounting reasonably satisfactory to the Sub-Adviser of the
calculation of the Sub-Advisory Fee. The Manager shall provide prompt advance
notice to the Sub-Adviser of any change to the Manager's compensation agreements
with respect to the Fund, which change may require approval by the Board of
Trustees.
8. Services to Others. The Trust 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 that are not series of the Trust. In
addition, the Trust and the Manager acknowledge that the persons employed by the
Sub-Adviser to assist in the Sub-Adviser's 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.
9. Limitation of Liability. The Sub-Adviser shall not be liable for, and
the Trust and the Manager will not take any action against the Sub-Adviser to
hold the Sub-Adviser liable for, 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 or other asset) in
connection with the performance of the Sub-Adviser's duties under this
Agreement, except 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 its reckless disregard of its obligations
and duties under this Agreement. Nothing in this Section 9 or elsewhere in this
Agreement shall constitute a waiver of any legal rights under applicable U.S.
federal securities laws or any other laws whose applicability is not permitted
to be contractually waived.
10. Term; Termination. This Agreement shall become effective on the same
date as the Management Agreement between the Trust and the Manager becomes
effective with respect to the Fund (it being understood that the Manager shall
notify the Sub-Adviser of the date of effectiveness of the Management Agreement
upon such date) 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
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specifically approved for the Fund at least annually in the manner required by
the 1940 Act and the rules and regulations thereunder (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 such 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 Trust on behalf of 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 7, earned or accrued prior to such termination and for any
additional period during which the Sub-Adviser serves as such for the Fund,
subject to applicable law.
11. 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.
12. 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.
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If to the Manager or the Fund: If to the Sub-Adviser:
First Trust Exchange-Traded Fund IV on behalf Xxxxxxx Real Estate Securities LLC
of First Trust Xxxxxxx Global Prime 000 X. Xxxxxx
Xxxx Xxxxxx ETF Suite 2500
First Trust Advisors L.P. Xxxxxxx, XX 00000
000 X. Xxxxxxx Xxxxx Attention: Xxxxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Secretary
13. Limitations on Liability. All parties hereto are expressly put on
notice of the Trust'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 by the Trust on behalf of the Fund by the Trust's officers
in their capacity as officers and not individually and is not binding upon any
of the Trustees, officers or shareholders of the Trust individually but the
obligations imposed upon the Trust or Fund by this Agreement are binding only
upon the assets and property of the Fund, and persons dealing with the Trust or
Fund must look solely to the assets of the Fund for the enforcement of any
claims.
14. 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.
15. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 13 hereof, which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.
16. 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.
17. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Trust represents that engagement of the Sub-Adviser has been duly authorized
by the Trust and is in accordance with the Trust's Declaration of Trust and
other governing documents of the Fund.
18. 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 Sub-Advisory Fee described
in Section 7 are not severable.
19. 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 Trust on behalf of 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. XXXXXXX REAL ESTATE SECURITIES LLC
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxxxxxxx Xxxxxxxxx
--------------------------------- -----------------------------------
Title: Chief Financial Officer Title: Senior Managing Director
and Chief Operating Officer
FIRST TRUST EXCHANGE-TRADED FUND IV
on behalf of First Trust Xxxxxxx
Global Prime Real Estate ETF
By /s/ Xxxxx X. Xxxxx
---------------------------------
Title: Treasurer, Chief Financial
Officer and Chief Accounting
Officer
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