FIRST TRUST EXCHANGE-TRADED FUND
FORM OF
SUBSCRIPTION AGREEMENT
This Subscription Agreement (the "Agreement") made this _______, 20__
by and between First Trust Exchange-Traded Fund II, a Massachusetts business
trust (the "Trust"), on behalf of First Trust FTSE EPRA/NAREIT Global Real
Estate Index Fund and First Trust DJ STOXX(R) Select Dividend 30 Index Fund
(each, a "Fund," and collectively, the "Funds"), and First Trust Advisors, L.P.
(the "Subscriber");
WITNESSETH:
WHEREAS, the Trust has been formed for the purposes of carrying on
business as an open-end management investment company; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the
Trust wishes to sell to the Subscriber, one common share of each Fund for a
purchase price of $____ per share;
NOW THEREFORE, IT IS AGREED:
l. The Subscriber subscribes for and agrees to purchase from the Trust
one common share of each Fund for a purchase price of $___ per share. Subscriber
agrees to make payment for these shares at such time as demand for payment may
be made by an officer of the Trust.
2. The Trust agrees to issue and sell said shares of the Funds to
Subscriber promptly upon its receipt of the purchase price.
3. To induce the Trust to accept the subscription described herein and
issue the shares of the Funds subscribed for, the Subscriber represents that it
is informed as follows:
(a) That the shares of the Funds being subscribed for have
not been and will not be registered under the Securities Act of l933
("Securities Act");
(b) That the shares of the Funds will be sold by the Trust 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 of the Funds.
4. To further induce the Trust 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 Subscription 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
Trust 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 Trust.
2
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 II
By ____________________________________
Name: Xxxxx X. Xxxxx
Title: President
FIRST TRUST PORTFOLIOS L.P.
By ____________________________________
Name: Xxxxx X. Xxxxx
Title: President
