[LOGO OMITTED] First Trust
March 3, 2010
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 22, 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
President
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 Dow Xxxxx STOXX(R) European Select Dividend Index Fund January 31, 2011
First Trust FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund January 31, 2011
First Trust Dow Xxxxx Global Select Dividend Index Fund January 31, 2011
First Trust Europe Select AlphaDEX(TM) Fund January 31, 2011
First Trust Japan Select AlphaDEX(TM) Fund January 31, 2011
First Trust ISE Global Wind Energy Index Fund January 31, 2011
First Trust ISE Global Engineering and Construction Index Fund January 31, 2011
First Trust NASDAQ(R) Clean Edge(R) Smart Grid Infrastructure Index Fund November 9, 2011
First Trust ISE Global Copper Index Fund March 5, 2012
First Trust ISE Global Platinum Index Fund March 5, 2012
