FIRST TRUST EXCHANGE-TRADED FUND VII
SUBSCRIPTION AGREEMENT
This Subscription Agreement (the "Agreement") made this 4th day of
September, 2013 by and between First Trust Exchange-Traded Fund VII, a
Massachusetts business trust (the "Trust"), on behalf of its series, First Trust
Global Tactical Commodity Strategy Fund (the "Fund"), and First Trust Portfolios
L.P., an Illinois limited partnership (the "Subscriber").
RECITALS:
1. The Trust has been formed for the purposes of carrying on business as
an open-end management investment company;
2. The Fund is a series of the Trust; and
2. The Subscriber wishes to subscribe for and purchase, and the Trust
wishes to sell to the Subscriber, 3,334 shares of the Fund at $30 per share.
NOW, THEREFORE, IT IS AGREED:
l. The Subscriber subscribes for and agrees to purchase from the Trust
3,334 shares of the Fund at $30 per share. Subscriber agrees to make payment for
these shares of the Fund at such time as demand for payment may be made by an
officer of the Trust.
2. The Trust, on behalf of the Fund, agrees to issue and sell said shares
to Subscriber promptly upon its receipt of the purchase price.
3. To induce the Trust, on behalf of the Fund, to accept its subscription
and issue the shares subscribed for, the Subscriber represents that it is
informed as follows:
(a) That the shares being subscribed for have not been and will not
be registered under the Securities Act of l933 ("Securities Act");
(b) That the shares will be sold by the Fund in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Trust's reliance upon an exemption from the
registration requirements of the Securities Act is predicated in part on
the representations and agreements contained in this Agreement;
(d) That when issued, the shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule l44 of the General Rules and
Regulations under the Securities Act ("Rule l44") and cannot be sold or
transferred by Subscriber unless they are subsequently registered under
the Securities Act or unless an exemption from such registration is
available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the Subscriber
for resale of the shares. In the future, certain exemptions may possibly
become available, including an exemption for limited sales including an
exemption for limited sales in accordance with the conditions of Rule l44.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Trust, on behalf of the Fund, to accept its
subscription and issue the shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are being
and will be acquired for investment for its own account and not on behalf
of any other person or persons and not with a view to, or for sale in
connection with, any public distribution thereof; and
(b) Agrees that any certificates representing the shares subscribed
for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of
l933 or any other federal or state securities law. These shares may
not be offered for sale, sold or otherwise transferred unless
registered under said securities laws or unless some exemption from
registration is available.
5. This Agreement and all of its provisions shall be binding upon the
legal representatives, heirs, successors and assigns of the parties hereto.
6. The Trust's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Trust's officers as officers and not individually and the obligations
imposed upon the Trust 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 the Fund, a series of the Trust.
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IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
FIRST TRUST EXCHANGE-TRADED FUND VII,
ON BEHALF OF ITS SERIES, FIRST
TRUST GLOBAL TACTICAL COMMODITY
STRATEGY FUND
By /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
FIRST TRUST PORTFOLIOS L.P.
By
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Name:
Title:
