[LOGO OMITTED] FIRST TRUST
________________________________________________________________________________
March 31, 2010
First Trust Exchange-Traded Fund II
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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 March 8, 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
President
AGREED AND ACKNOWLEDGED:
------------------------
FIRST TRUST EXCHANGE-TRADED FUND II
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
President
EXHIBIT A
FIRST TRUST EXCHANGE-TRADED FUND II
FUNDS DATE
First Trust Dow ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 8, 2012
First Trust ISE Global Platinum Index Fund March 8, 2012
First Trust ▇▇▇▇ Index Fund April 1, 2012