EX-99.D3 2 exhibit_d3.txt EXPENSE REIMBURSEMENT/FEE WAIVER AGREEMENT FIRST TRUST ADVISORS L.P. 120 EAST LIBERTY DRIVE WHEATON, ILLINOIS 60187 November 24, 2008 First Trust Exchange-Traded AlphaDEX(R) Fund 120 East Liberty Drive Wheaton, Illinois 60187 Ladies and Gentlemen: It is hereby acknowledged that First Trust Advisors L.P. ("First Trust") serves as the investment advisor of each series of First Trust Exchange-Traded AlphaDEX(R) Fund ("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 First Trust and the Trust, on behalf of the Funds, have entered into the Expense Reimbursement, Fee Waiver and Recovery Agreement ("Agreement") whereby First Trust has agreed to waive management fees payable to it by a Fund and reimburse a Fund for other expenses borne by such Fund in order to prevent a Fund's Expense Ratio from exceeding a particular Expense Cap for the Expense Cap Term provided, however, that First Trust has the right to seek restitution of any fees waived and expenses reimbursed within three years to the extent that such restitution would not cause a Fund to exceed the current Expense Cap. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Agreement. The purpose of this letter agreement is to agree and acknowledge that the expense cap term shall be extended to December 31, 2009, subject to approval by the Trust's Board of Trustees. Very Truly Yours, FIRST TRUST ADVISORS L.P. By: /s/ James A. Bowen ----------------------------------- James A. Bowen President Agreed and Acknowledged: ------------------------ FIRST TRUST EXCHANGE-TRADED ALPHADEX(R) FUND By: /s/ James A. Bowen --------------------------------- James A. Bowen President EXHIBIT A FIRST TRUST EXCHANGE-TRADED ALPHADEX(R) FUND FUNDS First Trust Large Cap Core AlphaDEX(R) Fund First Trust Mid Cap Core AlphaDEX(R) Fund First Trust Small Cap Core AlphaDEX(R) Fund First Trust Large Cap Value Opportunities AlphaDEX(R) Fund First Trust Large Cap Growth Opportunities AlphaDEX(R) Fund First Trust Multi Cap Value AlphaDEX(R) Fund First Trust Multi Cap Growth AlphaDEX(R) Fund First Trust Consumer Discretionary AlphaDEX(R) Fund First Trust Consumer Staples AlphaDEX(R) Fund First Trust Energy AlphaDEX(R) Fund First Trust Financials AlphaDEX(R) Fund First Trust Health Care AlphaDEX(R) Fund First Trust Industrials/Producer Durables AlphaDEX(R) Fund First Trust Materials AlphaDEX(R) Fund First Trust Technology AlphaDEX(R) Fund First Trust Utilities AlphaDEX(R) Fund