FIRST TRUST EXCHANGE-TRADED FUND
EXCESS EXPENSE AGREEMENT
WHEREAS, First Trust Advisors, L.P. is the investment adviser (the
"Adviser") of the First Trust Exchange-Traded Fund (the "Trust");
WHEREAS, the Adviser proposes to waive fees and/or absorb certain
expenses of one or more portfolios of the Trust (each a "Fund") in order to
maintain expense ratios of the Funds at or below a predetermined level (each an
"Expense Cap"); and
WHEREAS, the Trust desires to induce the Adviser to waive fees and/or
absorb expenses of the Funds to the extent necessary to maintain the expense
ratios of the Funds at or below their applicable Expense Caps.
NOW, THEREFORE, the parties hereto agree as follows:
1. Subject to the limitations specified below, each Fund shall
reimburse the Adviser, without interest, for fees waived and/or expenses
absorbed by the Adviser on or after __________, 2005, for the purpose of
maintaining the Fund's expense ratio at or below its Expense Cap (the
"Reimbursement Payments"). The Expense Cap for each Fund and the period of time
it will remain in effect is set forth in Appendix I attached hereto, as it may
be amended from time to time.
2. The Adviser shall be entitled to Reimbursement Payments from a Fund
on the earliest date that any such payments may be made without thereby causing
the Fund to (i) exceed its Expense Cap then in effect, or (ii) if the Expense
Cap is no longer in effect, exceed an expense ratio equal to the most recent
applicable Expense Cap (the "Maximum Expense Level"), but shall have no right to
any Reimbursement Payments from a Fund to the extent any such payment would
result in the Fund exceeding its Expense Cap or Maximum Expense Level.
3. A Fund's obligation to make Reimbursement Payments with respect to
any particular fees waived, and/or expenses absorbed, shall expire five years
from the date the fee or expense would otherwise have been accrued by the Fund.
4. This Agreement may be terminated by the Trust or the Adviser,
without penalty, upon 60 days prior written notice.
5. The Adviser shall, upon termination of the Agreement, have no claim
against the Trust or any Fund for any unreimbursed amounts.
FIRST TRUST EXCHANGE-TRADED FUND
By:
Name:________________________________
Title:_______________________________
FIRST TRUST ADVISORS, L.P.
By:
Name:________________________________
Title:_______________________________
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APPENDIX I
FIRST TRUST PRODUCTS EXPENSE CAP
1. First Trust Dow ▇▇▇▇▇ Select MicroCap Index(sm) Fund ____%
