SUB-LICENSE AGREEMENT
---------------------
This agreement ("AGREEMENT"), is made by and between First Trust Advisors L.P.
("LICENSEE"), whose principal offices are located at 000 X. Xxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxx 00000 and who is a Licensee of Nasdaq, Inc. ("NASDAQ"), a
Delaware Corporation whose principal offices are located at Xxx Xxxxxxx Xxxxx,
000 Xxxxxxxx, Xxx Xxxx, XX 00000 and First Trust Nasdaq Food & Beverage ETF
("SUB-LICENSEE"), whose principal offices are located at 000 X. Xxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000.
WHEREAS, Nasdaq determines the components and the proprietary data contained
within each Nasdaq branded index (each an "INDEX" and collectively the
"INDEXES");
WHEREAS, Nasdaq calculates, maintains, and disseminates the Index;
WHEREAS, Nasdaq and Licensee have previously entered into a separate
agreement concerning use of the Index and associated trade names and registered
trademarks ("MARKS") in relating to certain Derivative Products ("LICENSE
AGREEMENT"); and
WHEREAS, Sub-Licensee is either: (1) an affiliate or subsidiary under the
control of Licensee which desires to use the Index as a component of a pricing
or settlement mechanism for the Derivative Products; or (2) a necessary
participant in a Derivative Product (e.g., a corporation Issuing a corporate
bond with the Licensee as underwriter and utilizing the Index as a pricing
component) Issued by Licensee or an authorized Sub-Licensee affiliate or
subsidiary under the control of Licensee; and
WHEREAS, Licensee is legally authorized to issue shares of the fund, or
issue, enter into, write, sell, purchase and/or renew ("ISSUE", "ISSUING", or
"ISSUANCE") such Derivative Products, and each Derivative Products will be
Issued as legally required under applicable law;
NOW THEREFORE, in consideration of the premises and the mutual covenants
and conditions herein, Licensee and Sub-Licensee, intending to be legally bound,
agree as follows:
1. SCOPE OF SUB-LICENSE. Sub-Licensee hereby acknowledges that it has
received, reviewed, and understands the License Agreement entered into
between Licensee and Nasdaq relating to use of the Index and Marks. Except
as noted herein, Sub-Licensee hereby agrees to obligate itself to all the
terms, conditions, and obligations of that License Agreement as if
Sub-Licensee were the Licensee. Sub-Licensee agrees that Nasdaq may
exercise any rights against Sub-Licensee (including, for example,
limitation of liability, indemnification, or audit rights) Nasdaq has
against the Licensee to the same extent as if Sub-Licensee were directly
contracting with Nasdaq. Sub-Licensee agrees it will not assert against
Nasdaq any defense, claim, or right Sub-Licensee may have against
Licensee, including those of set-off, abatement, counter-claim,
contribution, or indemnification.
2. NO FURTHER SUB-LICENSE. All references in the License Agreement to
sub-licenses and sub-licensees, including any right of sub-licensee to
grant further sub-licenses or to permit further sub-licensees are not
applicable to this Sub-Licensee Agreement and are as if deleted from the
License Agreement.
3. TERM. The Term of this Sub-License Agreement automatically terminates,
without Notice, if the Term of the License Agreement terminates for any
reason.
4. GENERAL PROVISIONS. The provisions of the License Agreement govern this
Sub-License Agreement. All terms and definitions used in this Sub-License
Agreement, unless otherwise indicated, have the same meanings and
definitions as in the License Agreement. LICENSEE HAS NO AUTHORITY TO
WAIVE, RENEGOTIATE, OR FORGIVE ANY PROVISION OF THE LICENSE AGREEMENT AS
IT APPLIES TO SUB-LICENSEE.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS SUB-LICENSE AGREEMENT TO
BE EXECUTED BY THEIR DULY AUTHORIZED OFFICERS.
FIRST TRUST ADVISORS L.P. ("LICENSEE"): FIRST TRUST EXCHANGE-TRADED FUND VI,
ON BEHALF OF ITS SERIES, FIRST TRUST
XXXXXX XXXXXX MOMENTUM & VALUE ETF
("SUB-LICENSEE")
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
Name (Print): Xxxxx X. Xxxxx Name (Print): Xxxxxx X. Xxxxx
Title: Chief Financial Officer Title: Treasurer and Chief
Financial Officer
Date: August 29, 2018 Date: August 29, 2018
