SUB-IPV CALCULATION AGREEMENT
This Sub-IPV Calculation Agreement (the "Sub-IPV Calculation
Agreement"), dated as of August 28, 2007, is made by and among First Trust
Exchange-Traded Fund II, on behalf of First Trust XX XXXX(R) Select Dividend 30
Index Fund (the "Fund") and First Trust Advisors L.P. ("FTA").
W I T N E S S E T H :
WHEREAS, pursuant to that certain IPV Calculation Agreement,
dated August 28, 2007, by and between Telekurs (USA) Inc. ("Telekurs") and FTA
("IPV Calculation Agreement"), Telekurs has agreed to calculate and disseminate
the Intra-Day Portfolio Values (the "IPVs") and certain static data for the
Fund;
WHEREAS, the Fund receives the benefits of the calculation and
dissemination of the IPVs and is willing to reimburse FTA for certain of the
fess payable under the IPV Calculation Agreement; and
WHEREAS, all capitalized terms used herein shall have the
meanings assigned to them in the IPV Calculation Agreement unless otherwise
defined herein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:
1. The parties to this Sub-IPV Calculation Agreement hereby
agree that the Fund will reimburse FTA for the amounts paid to Telekurs under
the IPV Calculation Agreement, provided, however, the Fund will not be obligated
to reimburse FTA for the one-time set up fee set forth in the IPV Calculation
Agreement.
2. The Fund hereby authorizes FTA to grant to Telekurs a
license to use the Funds, including but not limited to the calculation
methodology and component equities of the Funds, solely for the purpose of, in
accordance with the terms and conditions of the IPV Calculation Agreement,
performing the obligations and exercising the rights set forth in the IPV
Calculation Agreement.
3. This Sub-IPV Calculation Agreement shall be construed in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have executed this
Sub-IPV Calculation Agreement as of the date first set forth above.
FIRST TRUST EXCHANGE-TRADED FUND II, on behalf of
FIRST TRUST DJ STOXX(R) SELECT
DIVIDEND 30 INDEX FUND
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
Title: President
FIRST TRUST ADVISORS L.P.
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
Title: President