AMENDED AND RESTATED FEE OFFSET AGREEMENT
THIS AMENDED AND RESTATED FEE OFFSET AGREEMENT (this "Agreement") is
entered into between First Trust Exchange-Traded Fund VIII, a Massachusetts
business trust (the "Trust"), on behalf of EquityCompass Risk Manager ETF and
EquityCompass Tactical Risk Manager ETF (each, a "Fund" and collectively, the
"Funds"), and First Trust Advisors L.P., an Illinois limited partnership
("FTA"), as of June 11, 2018.
RECITALS:
A. The Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), comprised
of various exchange-traded funds, including the Funds.
B. FTA is the investment advisor to each Fund pursuant to that certain
Investment Management Agreement by and between the Trust and FTA, effective for
the Funds as of January 19, 2017 (the "Management Agreement"), and is
responsible for the selection and ongoing monitoring of the securities in each
Fund's portfolio and certain other services necessary for the management of the
Funds and is paid an annual management fee by each Fund.
C. FTA and each Fund previously agreed to offset certain fees and
expenses by reducing certain management fees otherwise payable to FTA by the
Fund for the period April 10, 2017 through April 10, 2019.
D. FTA and each Fund desire to continue to offset certain fees and
expenses by reducing certain management fees otherwise payable to FTA by each
Fund pursuant to this Agreement.
E. FTA and the Trust desire to more fully describe and document the
above-described fee offset for the Fund all in accordance with the terms and
provisions hereinafter set forth.
NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and other good
and valuable consideration, the parties hereto hereby agree as follows:
Section 1. Offset of Fees. FTA agrees to reduce the management fees
otherwise payable to FTA by each Fund pursuant to the Management Agreement by
the portion of the acquired fund fees and expenses of the shares of investment
companies advised by FTA that are held by each Fund. The aggregate amount of
offset fees shall be accrued daily and paid on a monthly basis for each Fund but
calculated on an annualized basis.
Section 2. FTA-Managed Investment Companies Only. For the avoidance of
doubt, this Agreement shall only apply to those management fees that are
attributable to each Fund's investment in investment companies that are party to
an investment management agreement with FTA.
Section 3. Accounting. FTA's fund accounting department shall develop and
maintain appropriate internal accounting policies and procedures to monitor and
calculate the aggregate amount of fees offset on a monthly basis for the Funds.
Section 4. Term and Continuation. This Agreement shall continue until the
earliest of (i) April 10, 2019; (ii) its termination at the direction of the
Trust's Board of Trustees or (iii) upon the termination of the Management
Agreement.
Section 5. Notices. Any notice shall be sufficient when sent to the other
party at the address of such party, set forth below such party's signature on
this Agreement.
Address: First Trust Advisors L.P. Address: First Trust Exchange-Traded
000 Xxxx Xxxxxxx Xxxxx Xxxx XXXX
Xxxxxxx, Xxxxxxxx 00000 000 Xxxx Xxxxxxx Xxxxx
Attention: X. Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000
General Counsel Attention: W. Xxxxx Xxxxxxx,
Secretary
Section 6. Entire Agreement; Amendments. This Agreement supersedes and
abrogates all prior understandings, communications and agreements (whether
written or oral) between the parties with respect to the subject matter hereof,
and this Agreement constitutes the entire agreement between the parties with
respect to such subject matter. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto. No assignment by
either party shall be of any force except with the prior written consent of the
other party.
Section 7. Governing Law; Miscellaneous. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Illinois (without
regard to conflicts of law), including all matters of construction, validity,
and performance; provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation of the Securities and
Exchange Commission. If any provision of this Agreement shall be held or made
invalid by a court's decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. The captions in this Agreement are
included for convenience only and in no way define any of the provisions hereof
or otherwise affect their construction or effect. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors.
Section 8. Massachusetts Trust. 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. This
Agreement is executed on behalf of the Trust by the Trust's officers as officers
and not individually and the obligations imposed upon the Trust or each Fund by
this Agreement are not binding upon any of the Trust's Trustees, officers or
shareholders individually but are binding only upon the assets and property of
each Fund, and persons dealing with the Trust must look solely to the assets of
the respective Fund for the enforcement of any claims.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FIRST TRUST ADVISORS L.P.
--------------------------------------
FIRST TRUST EXCHANGE-TRADED FUND VIII,
ON BEHALF OF EQUITYCOMPASS RISK MANAGER ETF
--------------------------------------
FIRST TRUST EXCHANGE-TRADED FUND VIII,
ON BEHALF OF EQUITYCOMPASS TACTICAL RISK MANAGER ETF
--------------------------------------
