EX-99.M4 5 exhibit_m4.txt LETTER AGREEMENT REGARDING 12B-1 FEES FIRST TRUST PORTFOLIOS 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 Portfolios L.P. serves as the distributor of the Shares 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 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 December 31, 2009. This letter agreement supercedes that certain letter agreement by and among First Trust Portfolios L.P. and the Trust, dated as of June 18, 2008 with respect to the Trust only. Very Truly Yours, FIRST TRUST PORTFOLIOS 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