EX-99.A CHARTER 2 exhibit_a3.txt AMENDED AND RESTATED ESTABLISHMENT AND DESIGNATION OF SERIES FIRST TRUST EXCHANGE-TRADED ALPHADEX(R) FUND II AMENDED AND RESTATED ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL INTEREST (EFFECTIVE AS OF APRIL 17, 2018) WHEREAS, pursuant to Section 4.9 of the Declaration of Trust dated December 3, 2010 (the "Declaration"), of First Trust Exchange-Traded AlphaDEX(R) Fund II, a Massachusetts business trust (the "Trust"), the initial Trustee of the Trust divided the Shares of the Trust into nine series of shares of beneficial interests in the Trust (each, a "Series") as of that same date as set forth on Schedule A to the Declaration: First Trust Developed Markets ex-US AlphaDEX(R) Fund, First Trust Emerging Markets AlphaDEX(R) Fund, First Trust Asia Pacific ex-Japan AlphaDEX(R) Fund, First Trust Europe AlphaDEX(R) Fund, First Trust Latin America AlphaDEX(R) Fund, First Trust Brazil AlphaDEX(R) Fund, First Trust China AlphaDEX(R) Fund, First Trust Japan AlphaDEX(R) Fund ,and First Trust South Korea AlphaDEX(R) Fund; WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on the 19th day of September, 2011, by a majority vote, designated ten additional Series to be named First Trust Germany AlphaDEX(R) Fund, First Trust Canada AlphaDEX(R) Fund, First Trust Australia AlphaDEX(R) Fund, First Trust United Kingdom AlphaDEX(R) Fund, First Trust Taiwan AlphaDEX(R) Fund, First Trust Hong Kong AlphaDEX(R) Fund, First Trust Switzerland AlphaDEX(R) Fund, First Trust Global Commodity AlphaDEX(R) Fund, First Trust Emerging Markets Small Cap AlphaDEX(R) Fund, and First Trust Developed Markets ex-US Small Cap AlphaDEX(R) Fund; WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on the 9th day of November, 2011, by a majority vote, designated an additional Series to be named First Trust India AlphaDEX(R) Fund; WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on the 11th day of March, 2012, by a majority vote, designated four additional Series to be named First Trust Dividend AlphaDEX(R) Fund, First Trust International Dividend AlphaDEX(R) Fund, First Trust Emerging Markets Dividend AlphaDEX(R) Fund, and First Trust Global Agriculture AlphaDEX(R) Fund; WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on the 16th day of September, 2013, by a majority vote, terminated six Series of the Trust as follows: First Trust India AlphaDEX(R) Fund, First Trust Global Commodity AlphaDEX(R) Fund, First Trust Dividend AlphaDEX(R) Fund, First Trust International Dividend AlphaDEX(R) Fund, First Trust Emerging Markets Dividend AlphaDEX(R) Fund and First Trust Global Agriculture AlphaDEX(R) Fund; WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on the 30th day of July, 2014, by a majority vote, designated an additional Series to be named First Trust Eurozone AlphaDEX(R) ETF; and WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on the 15th day of September, 2014, designated an additional Series to be named First Trust Europe Small Cap AlphaDEX(R) ETF; and WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, at a meeting held on January 18, 2018, voted to change the name of First Trust Taiwan AlphaDEX(R) Fund to "First Trust India NIFTY 50 Equal Weight ETF" and to amend and restate the Establishment and Designation of Series of Shares of Beneficial Interest to incorporate such name change. NOW THEREFORE, by vote of at least a majority of the Board of Trustees of the Trust, the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest is further amended and restated in its entirety as follows: The following Series of the Trust are established and designated with such relative rights, preferences, privileges, limitations, restrictions and other relative terms as are set forth below: 1. First Trust Developed Markets ex-US AlphaDEX(R)Fund 2. First Trust Emerging Markets AlphaDEX(R) Fund 3. First Trust Asia Pacific ex-Japan AlphaDEX(R) Fund 4. First Trust Europe AlphaDEX(R) Fund 5. First Trust Latin America AlphaDEX(R) Fund 6. First Trust Brazil AlphaDEX(R) Fund 7. First Trust China AlphaDEX(R) Fund 8. First Trust Japan AlphaDEX(R) Fund 9. First Trust South Korea AlphaDEX(R) Fund 10. First Trust Germany AlphaDEX(R) Fund 11. First Trust Canada AlphaDEX(R) Fund 12. First Trust Australia AlphaDEX(R) Fund 13. First Trust United Kingdom AlphaDEX(R) Fund 14. First Trust Hong Kong AlphaDEX(R) Fund 15. First Trust Switzerland AlphaDEX(R) Fund 16. First Trust Emerging Markets Small Cap AlphaDEX(R) Fund 17. First Trust Developed Markets ex-US Small Cap AlphaDEX(R) Fund 18. First Trust Eurozone AlphaDEX(R) ETF 19. First Trust Europe Small Cap AlphaDEX(R) ETF 20. First Trust India NIFTY 50 Equal Weight ETF 1. Each Share of each Series is entitled to all the rights and preferences accorded to Shares under the Declaration. 2. The number of authorized Shares of each Series is unlimited. 3. Each Series shall be authorized to hold cash, invest in securities, instruments and other property, use investment techniques, and have such goals or objectives as from time to time described in the prospectus and statement of additional information contained in the Trust's then -2- currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of the Series, as the same may be amended and supplemented from time to time ("Prospectus"). Each Share of a Series shall represent a beneficial interest in the net assets allocated or belonging to such Series only, and such interest shall not extend to the assets of the Trust generally (except to the extent that General Assets (as defined in the Declaration) are allocated to such Series), and shall be entitled to receive its pro rata share of the net assets of the Series upon liquidation of the Series, all as set forth in Section 4.9 of the Declaration. 4. With respect to each Series, (a) the purchase price of the Shares, (b) fees and expenses, (c) qualifications for ownership, if any, (d) the method of determination of the net asset value of the Shares, (e) minimum purchase amounts, if any, (f) minimum account size, if any, (g) the price, terms and manner of redemption of the Shares, (h) any conversion or exchange feature or privilege, (i) the relative dividend rights, and (j) any other relative rights, preferences, privileges, limitations, restrictions and other relative terms have been established by the Trustees in accordance with the Declaration and are set forth in the Prospectus with respect to such Series. 5. The Trustees may from time to time modify any of the relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Series that have been established by the Trustees or redesignate any of the Series without any action or consent of the Shareholders. 6. The designation of any Series hereby shall not impair the power of the Trustees from time to time to designate additional Series of Shares of the Trust. 7. Capitalized terms not defined herein have the meanings given to such terms in the Declaration. -3- IN WITNESS WHEREOF, the undersigned, being the Secretary of the Trust, has executed this instrument as of this 9th day of April, 2018. /s/ W. Scott Jardine ----------------------------- W. Scott Jardine, Secretary STATE OF ILLINOIS ) ) SS. COUNTY OF DUPAGE ) Then personally appeared the above-named person who is known to me to be the Secretary of the Trust whose name and signature are affixed to the foregoing Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest and who acknowledged the same to be his free act and deed, before me this 9th day of April, 2018. /s/ Sandra Kim Streit ----------------------------- Notary Public My Commission Expires: 05/28/2021