EX-99.M3 8 exhibit_m3.txt LETTER AGREEMENT REGARDING 12B-1 FEES FIRST TRUST PORTFOLIOS L.P. 1001 WARRENVILLE ROAD, SUITE 300 LISLE, ILLINOIS 60532 November 13, 2007 First Trust Exchange-Traded Fund First Trust Exchange-Traded Fund II First Trust Exchange-Traded AlphaDEX (TM)Fund First Trust Advisors L.P. 1001 Warrenville Road Suite 300 Lisle, Illinois 60532 Ladies and Gentlemen: It is hereby acknowledged that we serve as the distributor of the Shares (as defined below) of each of the Funds (as defined below) of First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II and First Trust Exchange-Traded AlphaDEX(TM) Fund (each, a "TRUST"). Each 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 each 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 April 30, 2009. This letter agreement supercedes that certain letter agreement by and among First Trust Portfolios L.P. and each Trust, dated as of May 1, 2007. Very Truly Yours, FIRST TRUST PORTFOLIOS L.P. By: /s/ James A. Bowen ----------------------------------------- James A. Bowen President AGREED AND ACKNOWLEDGED: FIRST TRUST EXCHANGE-TRADED FUND By:/s/ James A. Bowen ----------------------------------------- James A. Bowen President FIRST TRUST EXCHANGE-TRADED FUND II By:/s/ James A. Bowen ----------------------------------------- James A. Bowen President FIRST TRUST EXCHANGE-TRADED ALPHADEX(TM) FUND By: /s/ James A. Bowen ----------------------------------------- James A. Bowen President EXHIBIT A FIRST TRUST EXCHANGE-TRADED FUND FUNDS First Trust Dow Jones Select MicroCap Index(sm) Fund First Trust Value Line(R) Arithmetic Index Fund First Trust Morningstar(R) Dividend Leaders(sm) Index Fund First Trust NASDAQ-100 Equal Weighted Index(sm) Fund First Trust NASDAQ-100-Technology Sector Index(sm) Fund First Trust Ibbotson Core U.S. Equity Allocation Index Fund First Trust IPOX-100 Index Fund First Trust AMEX(R) Biotechnology Index Fund First Trust DB Strategic Value Index Fund First Trust Dow Jones Internet Index(sm) Fund First Trust NASDAQ-100 Ex-Technology Sector Index(sm) Fund First Trust NASDAQ(R) Clean Edge(R) U.S. Liquid Series Index Fund First Trust Value Line(R) Equity Allocation Index Fund First Trust Value Line(R) Dividend Index Fund First Trust S&P REIT Index Fund First Trust ISE-Revere Natural Gas Index Fund First Trust ISE Water Index Fund First Trust ISE Chindia Index Fund First Trust Value Line(R) 100 Exchange-Traded Fund FIRST TRUST EXCHANGE-TRADED FUND II FUNDS First Trust DJ STOXX(R) Select Dividend 30 Index Fund First Trust FTSE EPRA/NAREIT Global Real Estate Index Fund First trust Dow Jones Global Select Dividend Index Fund FIRST TRUST EXCHANGE-TRADED ALPHADEX(TM) FUND FUNDS First Trust Large Cap Core AlphaDEX(TM) Fund First Trust Mid Cap Core AlphaDEX(TM) Fund First Trust Small Cap Core AlphaDEX(TM) Fund First Trust Large Cap Value Opportunities AlphaDEX(TM) Fund First Trust Large Cap Growth Opportunities AlphaDEX(TM) Fund First Trust Multi Cap Value AlphaDEX(TM) Fund First Trust Multi Cap Growth AlphaDEX(TM) Fund First Trust Consumer Discretionary AlphaDEX(TM) Fund First Trust Consumer Staples AlphaDEX(TM) Fund First Trust Energy AlphaDEX(TM) Fund First Trust Financials AlphaDEX(TM) Fund First Trust Health Care AlphaDEX(TM) Fund First Trust Industrials/Producer Durables AlphaDEX(TM) Fund First Trust Materials AlphaDEX(TM) Fund First Trust Technology AlphaDEX(TM) Fund First Trust Utilities AlphaDEX(TM) Fund