0001445546-10-001384 Sample Contracts

LOGO OMITTED] First Trust March 3, 2010 First Trust Exchange-Traded Fund II 120 East Liberty Drive Wheaton, Illinois 60187 Ladies and Gentlemen: This letter supercedes that certain letter agreement by and among First Trust Portfolios L.P. and First...
Distribution Agreement • March 8th, 2010 • First Trust Exchange-Traded Fund Ii

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.

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WITNESSETH:
Investment Management Agreement • March 8th, 2010 • First Trust Exchange-Traded Fund Ii • Illinois
SUBLICENSE AGREEMENT
Sublicense Agreement • March 8th, 2010 • First Trust Exchange-Traded Fund Ii
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