[LOGO OMITTED] FIRST TRUST
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February 15, 2011
First Trust Exchange-Traded Fund II
000 Xxxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
This letter supercedes that certain letter agreement by and among First
Trust Portfolios L.P. and First Trust Exchange-Traded Fund II (the "Trust"),
dated as of January 2010 with respect to the Trust. It is hereby acknowledged
that First Trust Portfolios L.P. serves as the distributor of the Shares of each
series of the Trust. 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 (each, a "Fund," and,
collectively, the "Funds") set forth on Exhibit A attached hereto, which may be
amended from time to time.
It is further acknowledged that the Trust has adopted a Distribution and
Service Plan (the "Plan") pursuant to Rule l2b-1 under the 1940 Act with respect
to the shares of beneficial interest ("Shares") of the Funds. Pursuant to the
Plan, each Fund may bear a fee not to exceed 0.25% per annum of such Fund's
average daily net assets. Capitalized terms used herein but not otherwise
defined shall have the meanings assigned to them in the Plan.
The purpose of this letter agreement is to agree and acknowledge that the
Funds shall not pay, and we shall not collect, any fees pursuant to the Plan any
time before the date set forth on Exhibit A attached hereto for each fund.
Very Truly Yours,
FIRST TRUST PORTFOLIOS L.P.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chief Executive Officer
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First Trust Portfolios L.P. o 000 X. Xxxxxxx Xxxxx x Xxxxxxx, Xxxxxxxx 00000
0-000-000-0000 o xxx.xxxxxxxxxxxx.xxx
AGREED AND ACKNOWLEDGED:
FIRST TRUST EXCHANGE-TRADED FUND II
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
EXHIBIT A
FIRST TRUST EXCHANGE-TRADED FUND II
FUNDS DATE
First Trust STOXX(R) European Select Dividend Index Fund January 31, 2012
First Trust FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund January 31, 2012
First Trust Dow Xxxxx Global Select Dividend Index Fund January 31, 2012
First Trust ISE Global Wind Energy Index Fund January 31, 2012
First Trust ISE Global Engineering and Construction Index Fund January 31, 2012
First Trust NASDAQ(R) Clean Edge(R) Smart Grid Infrastructure Index Fund January 31, 2012
First Trust ISE Global Copper Index Fund March 8, 2012
First Trust ISE Global Platinum Index Fund March 8, 2012
First Trust XXXX Index Fund April 1, 2012
First Trust NASDAQ CEA Smartphone Index Fund February 18, 2013
