FIRST TRUST PORTFOLIOS L.P.
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November 5, 2009
First Trust Exchange-Traded Fund II
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Ladies and Gentlemen:
This letter amends and restates that certain letter dated January 28, 2009
and supercedes that certain letter agreement by and among First Trust Portfolios
L.P. and the Trust, dated as of June 18, 2008 with respect to the Trust only. It
is hereby acknowledged that First Trust Portfolios L.P. serves as the
distributor of the Shares of each series of First Trust Exchange-Traded Fund II
(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.
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President
AGREED AND ACKNOWLEDGED:
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FIRST TRUST EXCHANGE-TRADED FUND II
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President
EXHIBIT A
FIRST TRUST EXCHANGE-TRADED FUND II
FUNDS DATE
First Trust Dow ▇▇▇▇▇ STOXX(R) European Select Dividend Index Fund January 30, 2010
First Trust FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund January 30, 2010
First Trust Dow ▇▇▇▇▇ Global Select Dividend Index Fund January 30, 2010
First Trust Europe Select AlphaDEX(TM) Fund January 30, 2010
First Trust Japan Select AlphaDEX(TM) Fund January 30, 2010
First Trust ISE Global Wind Energy Index Fund January 30, 2010
First Trust Global IPO Index Fund January 30, 2010
First Trust ISE Global Engineering and Construction Index Fund January 30, 2010
First Trust NASDAQ(R) Clean Edge(R) Smart Grid Infrastructure Index Fund November 9, 2011
