AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
This Amendment to Investment Sub-Advisory Agreement, dated as of July 26,
2017 (this "Amendment"), is made and entered into by First Trust Exchange-Traded
Fund VIII (the "Trust"), a Massachusetts business trust and an open-end
management investment company registered under the investment Company Act of
1940, as amended, First Trust Advisors L.P. (the "Manager"), and TCW Investment
Management Company LLC (the "Sub-Advisor").
W I T N E S S E T H:
WHEREAS, the Manager and the Sub-Advisor are parties to that certain
Investment Sub-Advisory Agreement, dated as of February 8, 2017 (the
"Agreement"), as amended from time to time, regarding First Trust TCW
Opportunistic Fixed Income ETF (the "Fund"), a series of the Trust; and
WHEREAS, at a meeting held on January 17, 2017, the Board of Directors of
the Trust delegated to the Sub-Advisor the proxy voting responsibilities for the
Fund, and directed the Sub-Advisor to vote such proxies consistent with the
Fund's best interests; and
WHEREAS, pursuant to Section 15 of the Agreement, the parties thereto may
amend the Agreement in writing; and
WHEREAS, the Trust, the Manager and the Sub-Advisor desire to amend the
Agreement include the Sub-Advisor's proxy voting responsibilities;
NOW, THEREFORE, for and in consideration of the premises and the mutual
agreements contained in the Agreement, and herein, each party hereto agrees on
its own behalf as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Agreement.
ARTICLE II
AMENDMENT OF THE AGREEMENT
Section 2 (Services to be Performed) of the Agreement is hereby amended by
inserting the following paragraph immediately after the first paragraph of such
section:
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.
ARTICLE III
MISCELLANEOUS
Section 3.1 Counterparts. This Amendment may be executed and delivered in
any number of counterparts, each of such counterparts constituting an original
but all together only one Amendment.
Section 3.2 Governing Law. This Amendment shall be construed in accordance
with the substantive laws of the State of Illinois, without regard to conflicts
of laws principles thereof.
Section 3.3 Headings. Any headings or captions preceding the text of the
several Articles and Sections of this Amendment are intended solely for
convenience of reference and shall not constitute a part of this Amendment, nor
shall they affect its meaning, construction or effect.
Section 3.4 Agreement Otherwise to Remain in Full Force and Effect. This
Amendment shall be effective from and after the date first written above. Except
as otherwise herein expressly provided, the Agreement shall remain in full force
and effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Trust on behalf of the Fund, the Manager and the
Sub-Adviser have caused this Amendment to be executed as of the date first
written above.
FIRST TRUST ADVISORS L.P. TCW INVESTMENT MANAGEMENT
COMPANY LLC
By /s/ Xxxxx X. Xxxxx By /s/ Xxxxxxx Xxxxxx
------------------------------- -------------------------------
Xxxxx X. Xxxxx Xxxxxxx Xxxxxx
Title: Chief Financial Officer Title: Senior Vice President
Associate General Counsel
FIRST TRUST EXCHANGE-TRADED FUND VIII
on behalf of First Trust TCW
Opportunistic Fixed Income ETF
By /s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
Title: President and CEO
