INVESTMENT MANAGEMENT AGREEMENT

INVESTMENT MANAGEMENT AGREEMENT made this __ day of ____________, 20__, by and between FIRST TRUST EXCHANGE-TRADED FUND IV, a Massachusetts business trust (the "Trust"), and FIRST TRUST ADVISORS L.P., an Illinois limited partnership (the "Adviser").

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end management investment company;

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Trust intends to offer shares in series as set forth on Schedule A attached hereto and any other series as to which this Agreement may hereafter be made applicable and set forth on Schedule A, which may be amended from time to time (each such series being herein referred to as a "Fund," and collectively as the "Funds"); and

WHEREAS, the Trust desires to retain the Adviser as investment adviser, to furnish certain investment advisory and portfolio management services to the Trust with respect to the Funds, and the Adviser is willing to furnish such services.

WITNESSETH:

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1. The Trust hereby engages the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of, each Fund in accordance with each Fund's investment objectives and policies and limitations, and to administer each Fund's affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Trust for the period and upon the terms herein set forth. The investment of each Fund's assets shall be subject to the Fund's policies, restrictions and limitations with respect to securities investments as set forth in the Fund's then current registration statement under the l940 Act, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered open-end management investment companies.

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Funds' transfer agent, administrator or other service providers) for the Funds, to permit any of its officers or employees to serve without compensation as trustees or officers of the Trust if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall at its own expense furnish all executive and other personnel, office space, and office facilities required to render the investment management and administrative services set forth in this Agreement. In the event that the Adviser pays or assumes any expenses of a Fund not required to be paid

or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or similar expense in the future; provided, that nothing contained herein shall be deemed to relieve the Adviser of any obligation to a Fund under any separate agreement or arrangement between the parties.

2. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall neither have the authority to act for nor represent the Trust in any way, nor otherwise be deemed an agent of the Trust.

3. For the services and facilities described in Section 1, each Fund will pay to the Adviser, at the end of each calendar month, and the Adviser agrees to accept as full compensation therefor, an investment management fee equal to the annual rate of each Fund's average daily net assets as set forth on Schedule A.

For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Trust under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

4. During the term of this Agreement, the Adviser shall pay all of the expenses of each Fund of the Trust (including the cost of transfer agency, custody, fund administration, legal, audit and other services and license fees) but excluding the fee payment under this Agreement, interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.

5. The Adviser shall arrange for suitably qualified officers or employees of the Adviser to serve, without compensation from the Trust, as trustees, officers or agents of the Trust, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

6. For purposes of this Agreement, brokerage commissions paid by a Fund upon the purchase or sale of a Fund's portfolio securities shall be considered a cost of securities of the Fund and shall be paid by the Fund.

7. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of a Fund's securities on behalf of the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Trust's Board of Trustees and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Adviser may select brokers or dealers affiliated with the Adviser. It is understood that the Adviser will not be

deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust, or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Adviser's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.

In addition, the Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities with similar orders being made simultaneously for other accounts managed by the Adviser or its affiliates, if in the Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to a Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, each Fund acknowledges that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.

The Adviser will not arrange purchases or sales of securities between a Fund and other accounts advised by the Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Trust's policies and procedures, (b) the Adviser determines the purchase or sale is in the best interests of each Fund, and (c) the Trust's Board of Trustees have approved these types of transactions.

To the extent a Fund seeks to adopt, amend or eliminate any objectives, policies, restrictions or procedures in a manner that modifies or restricts Adviser's authority regarding the execution of the Fund's portfolio transactions, the Fund agrees to use reasonable commercial efforts to consult with the Adviser regarding the modifications or restrictions prior to such adoption, amendment or elimination.

The Adviser will communicate to the officers and trustees of the Trust such information relating to transactions for the Funds as they may reasonably request. In no instance will portfolio securities be purchased by or sold to the Adviser or any affiliated person of either the Trust or the Adviser, except as may be permitted under the 1940 Act.

The Adviser further agrees that it:

(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;

(b) will conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Trust and communicated to the Adviser and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;

(c) will report regularly to the Board of Trustees of the Trust (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of the Board of Trustees on a regular basis at reasonable times the management of each Fund, including, without limitation, review of the general investment strategies of each Fund, the performance of each Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Board of Trustees of the Trust; and

(d) will prepare and maintain such books and records with respect to each Fund's securities and other transactions as required under applicable law and will prepare and furnish the Trust's Board of Trustees such periodic and special reports as the Board of Trustees may reasonably request. The Adviser further agrees that all records which it maintains for each Fund are the property of the Fund and the Adviser will surrender promptly to the Fund any such records upon the request of the Fund (provided, however, that Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.

8. Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Trust are, or may be, interested persons
(as such term is defined in the 1940 Act and rules and regulations thereunder) of the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested persons of the Fund otherwise than as trustees, officers or agents.

9. The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

10. Subject to obtaining the initial and periodic approvals required under
Section 15 of the 1940 Act, the Adviser may retain one or more sub-advisers at the Adviser's own cost and expense for the purpose of furnishing one or more of the services described in Section 1 hereof with respect to a Fund. Retention of a sub-adviser shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall be responsible to a Fund for all acts or omissions of any sub-adviser in connection with the performance of the Adviser's duties hereunder.

Subject to the provisions of this Agreement, the duties of any sub-adviser or delegate, the portion of portfolio assets of the Trust that the sub-adviser or delegate shall manage and the fees to be paid to the sub-adviser or delegate by the Adviser under and pursuant to any sub-advisory agreement or other arrangement entered into in accordance with this Agreement may be adjusted from time to time by the Adviser, subject to the prior approval of a majority of the Trustees who are not "interested persons," as defined in the 1940 Act.

11. The Trust acknowledges that the Adviser now acts, and intends in the future to act, as an investment adviser to other managed accounts and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Trust. In addition, the Trust acknowledges that the persons employed by the Adviser to assist in the Adviser's duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Adviser may use any supplemental research obtained for the benefit of the Trust in providing investment advice to its other investment advisory accounts and for managing its own accounts.

12. This Agreement shall be effective on the date provided on Schedule A for each respective Fund, provided it has been approved by a vote of a majority of the outstanding voting securities held by shareholders of the respective Fund in accordance with the requirements of the 1940 Act. This Agreement shall continue in effect until the two-year anniversary of the date of its effectiveness, unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the 1940 Act.

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by a Fund or by the Adviser upon sixty (60) days' written notice to the other party. Each Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice. This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of the Trust, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the material covenants of the Adviser set forth herein. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 3, earned prior to such termination and for any additional period during which the Adviser serves as such for the Fund, subject to applicable law. The terms "assignment" and "vote of the majority of outstanding voting securities" shall have the same meanings set forth in the 1940 Act and the rules and regulations thereunder.

13. This Agreement may be amended or modified only by a written instrument executed by both parties.

14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.

15. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.

16. All parties hereto are expressly put on notice of the Trust's Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts and the limitation of shareholder and trustee liability contained therein. This Agreement is executed on behalf of the Trust by the Trust's officers as officers and not individually and the obligations imposed upon the Trust by this Agreement are not binding upon any of the Trust's Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the subject Trust, for the enforcement of any claims.

17. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 16 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.

IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to be executed on the day and year above written.

FIRST TRUST EXCHANGE-TRADED FUND IV

By: _______________________________
Name: James A. Bowen
Title: Chairman of the Board of
Trustees

Name:   Mark R. Bradley
Title:   President

                                         FIRST TRUST ADVISORS L.P.

By: _______________________________ Name: James A. Bowen Title: Chief Executive Officer

ATTEST: _________________________
Name: Mark R. Bradley
Title: President

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                                                          ANNUAL RATE OF  EFFECTIVE DATE
                         Series                           AVERAGE DAILY
                                                            NET ASSETS
--------------------------------------------------------  --------------  --------------
First Trust North American Energy Infrastructure Fund         0.95%          __/__/__
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INVESTMENT SUB-ADVISORY AGREEMENT

INVESTMENT SUB-ADVISORY AGREEMENT made as of this ____ day of __________, 2012 by and among the First Trust Exchange-Traded Fund IV, a Massachusetts business trust (the "Trust"), First Trust Advisors L.P., an Illinois limited partnership (the "Manager") and a registered investment adviser with the Securities and Exchange Commission ("SEC"), and Energy Income Partners, LLC, a Delaware limited liability company and a registered investment adviser with the SEC (the "Sub-Adviser").

WHEREAS, the First Trust North American Energy Infrastructure Fund (the "Fund") is a series of the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Trust has retained the Manager to serve as the investment adviser for the Fund pursuant to an Investment Management Agreement between the Manager and the Trust (as such agreement may be modified from time to time, the "Management Agreement");

WHEREAS, the Management Agreement provides that the Manager may, subject to the initial and periodic approvals required under Section 15 of the 1940 Act, appoint a sub-adviser at its own cost and expense for the purpose of furnishing certain services required under the Management Agreement;

WHEREAS, pursuant to the Management Agreement, the Fund will pay to the Manager, at the end of each calendar month, and the Manager agrees to accept as full compensation therefor, an investment management fee equal to an annual rate of 0.95% of the Fund's average daily net assets (the "Investment Management Fee") and the Manager will pay all of the expenses of the Fund (including the cost of transfer agency, custody, fund administration, legal, audit and other services and license fees) but excluding the fee payment under the Management Agreement, interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees payable pursuant to a Rule 12b-1 Plan, if any, and extraordinary expenses (collectively, the "Fund Expenses"); and

WHEREAS, the Fund and the Manager desire to retain the Sub-Adviser to furnish investment advisory services for the Fund's investment portfolio, upon the terms and conditions hereafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Appointment. The Fund and the Manager hereby appoint the Sub-Adviser to provide certain sub-investment advisory services to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. The Sub-Adviser shall, for all purposes herein provided, be deemed an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund or the Manager in any way, nor otherwise be deemed an agent of the Fund or the Manager.

2. Services to Be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most current effective registration statement on Form N-1A and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as reasonably requested by the Manager or the Fund. The Fund or the Manager has provided the Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement.

The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund's orders, taking into account all appropriate factors in the reasonable discretion of the Sub-Adviser, including among other things price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the value of the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.

In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other

accounts in a fair and equitable manner as determined in Sub-Adviser's reasonable discretion. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or an inability of one or more accounts to be, fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.

The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless
(a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund's policies and procedures and (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund.

The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein, provided that the Manager provides reasonable advance notice to Sub-Adviser.

For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets.

The Sub-Adviser will communicate to the officers and Trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers.

The Sub-Adviser further agrees that it:

(a) will use the same degree of skill and care in providing such services as it uses in providing services to other accounts for which it has investment responsibilities;

(b) will (i) conform in all material respects to all applicable rules and regulations of the SEC, (ii) comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;

(c) will report to the Manager and to the Board of Trustees on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees;

(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers performing such services under applicable law, the Fund's compliance policies and procedures (but only upon notice to the Sub-Adviser) or as otherwise requested by the Manager and will prepare and furnish the Manager and the Board of Trustees such periodic and special reports as the Board or the Manager may request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and

(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund's securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will at the Manager's request assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities.

3. Expenses. During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, other than the cost of securities and other assets (including brokerage commissions, if any) purchased for the Fund.

4. Additional Sub-Advisers. Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act and the approval of the Manager, the Sub-Adviser may retain one or more additional sub-advisers at the Sub-Adviser's own cost and expense for the purpose of furnishing one or more of the services described in Section 2 hereof with respect to the Fund. Retention of a sub-adviser hereunder shall in no way reduce the responsibilities or obligations of the Sub-Adviser under this Agreement and the Sub-Adviser shall be responsible to the Fund for all acts or omissions of any sub-adviser in connection with the performance of the Sub-Adviser's duties hereunder.

5. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee (the "Sub-Advisory Fee") equal to 45% monthly in arrears of any remaining monthly Investment Management Fee paid to the Manager after the average Fund Expenses accrued during the most recent twelve months (or shorter period during the first eleven months of this Agreement) are subtracted from the Investment Management Fee for that month. If the average accrued Fund Expenses for any rolling average twelve-month period are greater than the Investment Management Fee for the twelfth month of such period, no Sub-Advisory Fee will be due the Sub-Adviser for such month. For the avoidance of doubt, any deficit will not be carried forward for purposes of calculating the Sub-Advisory Fee in any subsequent month. For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively. At the request of the Sub-Adviser, the Manager shall provide the Sub-Adviser with an accounting reasonably satisfactory to the Sub-Adviser of the calculation of the Sub-Advisory Fee. Manager shall provide prompt advance notice to Sub-Adviser of any change to Manager's compensation agreements with respect to the Fund, which change may require approval by the Board of Trustees.

6. Services to Others. The Trust and the Manager acknowledge that the Sub-Adviser now acts, or may in the future act, as an investment adviser to other managed accounts and as investment adviser or investment sub-adviser to one or more other investment companies that are not series of the Trust. In addition, the Trust and the Manager acknowledge that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts and for managing its own accounts.

7. Limitation of Liability. The Sub-Adviser shall not be liable for, and the Trust and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser's duties under this Agreement, except for a

loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.

8. Term; Termination. This Agreement shall become effective on the same date as the Management Agreement between the Trust and the Manager becomes effective with respect to the Fund (it being understood that the Manager shall notify the Sub-Adviser of the date of effectiveness of the Management Agreement as soon as reasonably practical after effectiveness) provided that it has been approved in the manner required by the 1940 Act, and shall remain in full force until the two year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.

This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager or the Sub-Adviser upon sixty (60) days' written notice to the other parties. This Agreement may also be terminated by the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund upon sixty (60) days' written notice to the Sub-Adviser by the Fund without payment of any penalty.

This Agreement may be terminated at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein.

The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.

This Agreement shall automatically terminate in the event the Management Agreement between the Manager and the Trust on behalf of the Fund is terminated, assigned or not renewed.

Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 5 earned or accrued prior to such termination and for any additional period during which the Sub-Adviser serves as such for the Fund, subject to applicable law.

9. Compliance Certification. From time to time the Sub-Adviser shall provide such certifications with respect to Rule 38a-1 under the 1940 Act, as are reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is

reasonably acceptable to the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under the 1940 Act.

10. Notice. Any notice under this Agreement shall be sufficient in all respects if given in writing and delivered by commercial courier providing proof of delivery and addressed as follows or addressed to such other person or address as such party may designate for receipt of such notice.

If to the Manager or the Fund:              If to the Sub-Adviser:

First Trust North American Energy           Energy Income Partners, LLC
Infrastructure Fund
First Trust Advisors L.P.                   49 Riverside Avenue
120 E. Liberty Drive                        Westport, CT 06880
Wheaton, Illinois  60187                    Attention:  James Murchie
Attention:  Secretary

11. Limitations on Liability. All parties hereto are expressly put on notice of the Trust's Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and Trustee liability contained therein and a copy of which has been provided to the Sub-Adviser prior to the date hereof. This Agreement is executed by the Trust on behalf of the Fund by the Trust's officers in their capacity as officers and not individually and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but the obligations imposed upon the Trust or Fund by this Agreement are binding only upon the assets and property of the Fund, and persons dealing with the Trust or Fund must look solely to the assets of the Fund for the enforcement of any claims.

12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

13. Applicable Law. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 11 hereof, which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.

14. Amendment, Etc. This Agreement may only be amended, or its provisions modified or waived, in a writing signed by the party against which such amendment, modification or waiver is sought to be enforced.

15. Authority. Each party represents to the others that it is duly authorized and fully empowered to execute, deliver and perform this Agreement. The Trust represents that engagement of the Sub-Adviser has been duly authorized by the Trust and is in accordance with the Trust's Declaration of Trust, other governing documents of the Fund and applicable law.

The Manager further represents and warrants to the Sub-Adviser that (i) the retention of the Sub-Adviser by the Manager as contemplated by this Agreement is authorized by the governing documents of the Manager; (ii) the execution, delivery and performance of each of this Agreement and the Management Agreement does not violate any obligation by which the Manager, the Trust or their property is bound, whether arising by contract, operation of law or otherwise; and (iii) each of this Agreement and the Management Agreement has been duly authorized by appropriate action of the Manager and Trust and when executed and delivered by the Manager and Trust will be the legal, valid and binding obligation of the Manager and Trust, enforceable against the Manager and Trust in accordance with its terms hereof subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law).

The Sub-Adviser further represents and warrants to the Manager that (i) the retention of the Sub-Adviser by the Manager as contemplated by this Agreement is authorized by the governing documents of the Sub-Adviser; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Sub-Adviser or its property is bound, whether arising by contract, operation of law or otherwise; and (iii) this Agreement has been duly authorized by appropriate action of the Sub-Adviser and when executed and delivered by the Sub-Adviser will be the legal, valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms hereof subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law).

16. Severability. Each provision of this Agreement is intended to be severable from the others so that if any provision or term hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms hereof.

17. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein.

IN WITNESS WHEREOF, the Trust on behalf of the Fund, the Manager and the Sub-Adviser have caused this Agreement to be executed as of the day and year first above written.

FIRST TRUST ADVISORS L.P.                 ENERGY INCOME PARTNERS, LLC

By___________________________________     By___________________________________
     Title:__________________________         Title:___________________________

FIRST TRUST EXCHANGE-TRADED FUND IV on behalf of
First Trust North American Energy Infrastructure Fund

By_________________________________
Title:________________________________________

DISTRIBUTION AGREEMENT

FIRST TRUST EXCHANGE-TRADED FUND IV

___________, ____

First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187

To Whom It May Concern:

This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the "Trust") has agreed that you shall be, during the term of this agreement, the distributor of shares of each Series of the Trust set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series"). For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series.

1. SERVICES AS DISTRIBUTOR

1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the transfer agent for the Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.

1.2. You agree to use your best efforts to perform the services contemplated herein on a continuous basis. It is contemplated that you may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, you will act only on your own behalf as principal.

1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations,

including, without limitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the 1934 Act.

1.4. Whenever the parties hereto, in their collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties deem it advisable to accept such orders and to make such sales.

1.5. The Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with the preparation and printing of the Trust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.

1.6. The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.

1.7. The Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Trust or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust's duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust's officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust's books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Trust's financial condition as you may reasonably request.

1.8. The Trust represents to you that all registration statements and prospectuses filed by the Trust with the Securities and Exchange Commission under the 1933 Act and the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and

regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Trust's securities until such amendments are made. The Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

1.9. The Trust authorizes you and any dealers with whom you have entered into Participant Agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units. The Trust agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling persons, may incur under the 1933 Act, the 1940 Act or common law or otherwise, (a) arising out of or on the basis of any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any registration statement or any prospectus or any statement of additional information, or (b) arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement, any prospectus or any statement of additional information or necessary to make the statements in any of them not misleading, or (c) arising out of breach of any obligation, representation or warranty pursuant to this Agreement by the Trust, or (d) the Trust's failure to comply with applicable securities laws, except that the Trust's agreement to indemnify you, your officers or directors, and any such controlling person will not be deemed to cover any such claim, demand, liability or expense to the extent that it arises out of or is based upon any such untrue statement, alleged untrue statement, omission or alleged omission made in any registration statement, any prospectus or any statement of additional information in reliance upon information furnished by you, your officers, directors or any such controlling person to the

Trust or its representatives for use in the preparation thereof, and except that the Trust's agreement to indemnify you and the Trust's representations and warranties set out in paragraph 1.8 of this Agreement will not be deemed to cover any liability to the Trusts or their shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties under this Agreement ("Disqualifying Conduct"). The Trust's agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Trust's being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to the Trust at its address set forth above within a reasonable period of time after the summons or other first legal process shall have been served. The failure so to notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust's indemnity agreement contained in this paragraph
1.9. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by you. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, the Trust will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by you or them. The Trust's indemnification agreement contained in this paragraph 1.9 and the Trust's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons or other affiliates, and their successors. The Trust agrees promptly to notify you of the commencement of any litigation or proceedings against the Trust or any of its officers or Board members in connection with the issue and sale of Shares.

1.10. You agree to indemnify, defend and hold the Trust, its several officers and Board members, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Board members, or any such controlling person, may incur under the 1933 Act, the 1940 Act, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Board members, or such controlling person resulting from such claims or demands, (a) shall arise out of or be based upon any information, statements or representations made or provided by you in any sales literature or advertisements, or any Disqualifying Conduct by you in connection with the offering and sale of any Shares, (b) shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Trust specifically for use in the Trust's registration statement and used in the

answers to any of the items of the registration statement or in the corresponding statements made in the prospectus or statement of additional information, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Trust and required to be stated in such answers or necessary to make such information not misleading, (c) arising out of your breach of any obligation, representation or warranty pursuant to this Agreement, or (d) your failure to comply with applicable securities laws. Your agreement to indemnify the Trust, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Trust, its officers or Board members, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to you at your address set forth above within a reasonable period of time after the summons or other first legal process shall have been served. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Trust, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph. You will be entitled to assume the defense of such action, but, in such case, such defense shall be conducted by counsel of good standing chosen by you and approved by an executive officer of the Trust, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event Trust, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. This agreement of indemnity will inure exclusively to the Trust's benefit, to the benefit of the Trust's officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Trust of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares.

1.11. No Shares shall be offered by either you or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said 1933 Act is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have any application to or bearing upon the Trust's obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust's prospectus or charter documents.

1.12. The Trust agrees to advise you immediately in writing of the occurrence of any of the following events, as soon as any such event comes to the attention of the Trust:

(a) any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information;

(b) the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose;

(c) the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and

(d) all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission.

2. OFFERING CREATION UNITS

Shares in Creation Units of each Series will be offered for sale by you at a price per Creation Unit in the manner set forth in the then-current prospectus, based on a net asset value determined in accordance with the Trust's prospectus and charter documents. Any payments to dealers shall be governed by a separate agreement between you and such dealer and the Trust's then-current prospectus.

You will accept as compensation for the performance of your obligations hereunder such compensation, if any, as may be provided for in any plan of distribution adopted by the Trust with respect to the Trust or any Series pursuant to Rule 12b-1 under the 1940 Act.

3. TERM

This Agreement shall become effective with respect to each Series of the Trust as of the date set forth in Exhibit A attached hereto and will continue for an initial two-year term from the date of effectiveness and is renewable annually thereafter so long as such continuance is specifically approved (a) by the Trust's Board on behalf of each Series or (b) by a vote of a majority (as defined in the 1940 Act) of the Shares of the Trust or the relevant Series, as the case may be, provided that in either event its continuance also is approved by a majority of the Board members who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This agreement may be terminated in respect of a Series at any time, without the payment of any penalty, (i) by vote of a majority of the Trustees who are not interested persons of the Trust (as defined under the 1940 Act) or (ii) by vote of a majority (as defined under the 1940 Act) of the outstanding voting securities of the relevant Series, on at least 60 days' written notice to you. This agreement may also be terminated at any time by you, without the payment of any penalty, upon 60 days' notice by you and will terminate automatically in the event of its assignment (as defined under the 1940 Act).

4. MISCELLANEOUS

4.1. The Trust recognizes that your directors, officers and employees may from time to time serve as directors, trustees, officers and employees of corporations and business trusts (including other investment companies), and that you or your affiliates may enter into distribution or other agreements with such other corporations and trusts.

4.2. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

4.3. This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of laws.

4.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

Please confirm that the foregoing is in accordance with your understanding and indicate your acceptance hereof by signing below, whereupon it shall become a binding agreement between us.

Very truly yours,

FIRST TRUST EXCHANGE-TRADED FUND IV

By __________________________________

ACCEPTED:

FIRST TRUST PORTFOLIOS L.P.

By___________________________

EXHIBIT A
(AS OF ____________)

SERIES OF THE TRUST

First Trust North American Energy Infrastructure Fund              __/__/__
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First Trust Inflation Managed Fund                                 __/__/__
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First Trust Senior Loan Fund                                       __/__/__
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First Trust Global Tactical Asset Allocation Fund                  __/__/__
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First Trust High Yield Fund                                        __/__/__
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First Trust Global Tactical Asset Allocation and Income Fund       __/__/__
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CUSTODY AGREEMENT

AGREEMENT, dated as of _____________, 20__ between First Trust Exchange-Traded Fund IV, a business trust organized and existing under the laws of the Commonwealth of Massachusetts having its principal office and place of business at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 (the "Trust") and The Bank of New York Mellon, a New York banking corporation having its principal office and place of business at One Wall Street, New York, New York 10286 ("Custodian").

WITNESSETH:

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust, so authorized, intends that this Agreement be applicable to each of its series as set forth on Schedule II (each such series together with all other series subsequently established by the Trust and made subject to this Agreement by amendment hereof, being referred to as a "Fund" and collectively as the "Funds"); and

WHEREAS, the Trust desires to retain the Custodian to provide for the Funds the services described herein, and the Custodian is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

"Authorized Person" shall be any person, whether or not an officer or employee of the Trust, duly authorized by the Trust's board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.

"BNYM Affiliate" shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.

"Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

"Business Day" shall mean any day on which Custodian and relevant Depositories are open for business.

"Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of the Trust by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

"Composite Currency Unit" shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

"Depository" shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other securities depository, book-entry system or clearing agency authorized to act as such under applicable law identified to the Trust from time to time, and (d) the respective successors and nominees of the foregoing.

"Foreign Depository" shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Trust prior to the use of such Foreign Depository on Schedule III (as the same may be changed by Custodian from time to time and identified to the Trust) and
(d) the respective successors and nominees of the foregoing identified to the Trust prior to the use of such successor or nominee.

"Instructions" shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.

"Oral Instructions" shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

"Securities" shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).

"Subcustodian" shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Trust from time to time, and their respective successors and nominees.

"Transfer Agent" shall mean The Bank of New York Mellon.

ARTICLE II

APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 1. (a) The Trust hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Fund in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the name of the Trust.

(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Trust and Custodian may agree upon (each a "Special Account"), and Custodian shall reflect therein such assets as the Trust may specify in a Certificate or Instructions.

(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Trust and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Trust may specify in a Certificate or Instructions.

Section 2. The Trust hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by the Trust, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Trust, approved by a resolution of its board, constitutes a valid and legally binding obligation of the Trust in respect of each Fund thereof from time to time existing, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Trust;

(e) If the Trust's foreign custody manager is not the Custodian or a BNYM Affiliate, the Trust's Board or its foreign custody manager, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the "`40 Act"), has determined that use of each Subcustodian (including any Replacement Custodian (as defined below)) which Custodian or any Subcustodian is authorized to utilize in accordance with Section 1(a) of Article III hereof, satisfies the applicable requirements of the `40 Act and 17f-5 thereunder, as the case may be;

(f) Prior to any settlement instructions being given to the Custodian requiring the services of a Foreign Depository, the Trust's investment advisor has indicated that it shall have determined that the custody arrangements of such Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the `40 Act;

(g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall cause each Authorized Person to safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by the Trust, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions need not be reviewed by Custodian, may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;

(h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Fund does not exceed the amount such Fund is permitted to borrow under the `40 Act;

(i) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the `40 Act;

(j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(k) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first

priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority.

Section 3. The Trust hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or successor form) whenever the Trust borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.

ARTICLE III

CUSTODY AND RELATED SERVICES

Section 1. (a) Subject to the terms hereof, the Trust hereby authorizes Custodian to hold any Securities received by it from time to time for the account of the Trust and its applicable Fund. Custodian shall be entitled to utilize, subject to subsection (c) of this Section 1, Depositories, Subcustodians (provided (i) if the Custodian employs a Subcustodian for custody of assets located in the U.S., the Custodian has received notice of the approval of such Subcustodian by the Trust's board, and (ii) if the Trust's foreign custody manager is not the Custodian or a BNYM Affiliate, the Custodian has received notice of the Subcustodians approved by the Trust's board or foreign custody manager for custody of assets located outside the U.S.), and, subject to subsection (d) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian's agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to the Trust and each Fund thereof, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the "Replacement Subcustodian"). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Trust's board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the `40 Act and Rule 17f-5 thereunder.

(b) In the event that the Trust desires to have the Custodian serve as foreign custody manager to a Fund, and the Custodian agrees to provide such

services, the Trust and Custodian shall enter into a Foreign Custody Manager Agreement substantially in the form attached as Appendix II.

(c) Unless applicable law otherwise requires or Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Trust by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.

(d) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository and (ii) will provide, promptly upon request by the Trust, such reports as are available concerning the internal accounting controls and financial strength of the Depository.

(e) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Trust with an analysis of the custody risks associated with maintaining assets with the Foreign Depository in accordance with Rule 17f-7(a)(1)(i)(A) of the `40 Act, and
(ii) to monitor such custody risks on a continuing basis and promptly notify the Trust of any material change in such risks in accordance with Rule 17f-7(a)(1)(i)(B) of the `40 Act. The Custodian shall only utilize a Foreign Depository that it has determined satisfies the requirements of Rule 17f-7(b)(1) as an "Eligible Securities Depository" (as defined in Rule 17f-7(b)(1)) and has provided the risk analysis required in (i) of this paragraph (e). In such a manner as Custodian deems reasonable, Custodian shall give the Trust prompt notice of any material change known to Custodian, that would adversely affect Custodian's determination that an entity is an Eligible Securities Depository. The Trust acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term "Country Risks" shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.

(f) With respect to each country in which the Custodian or a Subcustodian maintains assets for a Fund pursuant to this Agreement, the Custodian will, as requested by the Trust from time to time, furnish the Trust the information specified in Appendix III.

Section 2. Custodian shall furnish the Trust with an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.

Section 3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a) Receive all income and other payments and advise the Trust as promptly as practicable of any such amounts due but not paid;

(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Trust as promptly as practicable of any such amounts due but not paid;

(c) Forward to the Trust copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;

(d) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;

(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and

(f) Endorse for collection checks, drafts or other negotiable instruments.

Section 4. (a) Custodian shall notify the Trust of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Trust.

(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Trust or provide for discretionary action or alternative courses of action by the Trust, the Trust shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Trust's Certificate or Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled

date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Trust). Absent Custodian's timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.

Section 5. All voting rights with respect to Securities, however registered, shall be exercised by the Trust or its designee. For Securities issued in the United States, Custodian's only duty shall be to mail to the Trust any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, Custodian's only duty shall be to provide the Trust with access to a provider of global proxy services at the Trust's request. The Trust shall be responsible for all costs associated with its use of such services.

Section 6. Custodian shall promptly advise the Trust upon Custodian's actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Trust has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

Section 7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

Section 8. The Trust on behalf of the applicable Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any cash or Securities held on behalf of the Trust and the applicable Fund or any transaction related thereto. The Trust on behalf of the applicable Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Trust on behalf of the applicable Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax for or in respect of the Trust on behalf of the applicable Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Trust on behalf of the applicable Fund of the additional amount of cash (in the appropriate currency) required, and the Trust on behalf of the applicable Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of

such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Trust is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid for or in respect of the Trust on behalf of the applicable Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, (i) provide the Trust with required forms to apply for such reduction or exemption, if any, and, if such service is provided by the applicable Subcustodian, request such Subcustodian continually to monitor the availability of any reduction or exemption (and the Custodian shall provide to the Trust from time to time upon request a list of the Subcustodians providing such monitoring service), and (ii) either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Trust all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Trust to Custodian hereunder. The Trust on behalf of the applicable Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the Trust on behalf of the applicable Fund, its successors and assigns notwithstanding the termination of this Agreement.

Section 9. (a) For the purpose of settling Securities and foreign exchange transactions, the Trust shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, "sufficient immediately available funds" shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Trust with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Trust may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNYM Affiliate acting as principal or otherwise through customary banking channels upon such terms, and for such compensation, as the Trust and the Custodian or its affiliate may agree upon. The Trust may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian or its affiliate will establish terms of trading, rules or limitations concerning any foreign exchange facility made available to the Trust. The Trust shall bear all risks of investing in Securities or holding cash denominated in a foreign currency. Without limiting the foregoing, the Trust shall bear the risks that rules or procedures imposed by Depositories, exchange controls, assets freezes or other laws, rules, regulations or orders shall prohibit or impose burdens or costs on the transfer to, by or for the accounts of the Trust with respect to an applicable Fund of Securities or cash held outside the United States or denominated in a currency

other than U.S. dollars or the conversion of cash from one currency into another currency. Custodian shall not be obligated to substitute another currency for a currency whose transferability, convertibility or availability has been affected by such law, regulation, rule or procedure. Neither Custodian nor any Subcustodian shall be liable to the Trust or any Fund for loss resulting from any of the foregoing events.

(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. The Trust understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide information for particular Securities or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder.

Section 10. Custodian shall promptly send to the Trust (a) any reports it receives from a Depository on such Depository's system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Trust may reasonably request from time to time.

Section 11. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Trust to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.

ARTICLE IV

PURCHASE AND SALE OF SECURITIES; CREDITS TO ACCOUNT

Section 1. Promptly after each purchase or sale of Securities by the Trust, the Trust shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.

Section 2. The Trust understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities

processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. The Trust assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities.

Section 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Trust, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

ARTICLE V

OVERDRAFTS OR INDEBTEDNESS

Section 1. If Custodian should in its sole discretion advance funds, in any currency, on behalf of any Fund which results in an overdraft (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Trust is for any other reason indebted to Custodian with respect to a Fund, including any indebtedness to The Bank of New York Mellon under a cash management and related services agreement with the Trust, if any (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Trust for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers in the relevant currency, as such rate may be adjusted from time to time. In addition, the Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books.

Section 2. If the Trust borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Trust shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Fund to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Trust on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the `40 Act and the applicable Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Trust shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Trust fails to specify in a Certificate the Fund, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.

ARTICLE VI

SALE AND REDEMPTION OF SHARES

Custodian shall, upon receipt of instructions from the Transfer Agent, make funds and securities available for payment to, or in accordance with the instructions of, the Transfer Agent for the redemption or repurchase of shares of the applicable Fund ("Shares") which shall have been accepted by the Transfer Agent. The Custodian will transfer any Securities to or on the order of the person identified by the Transfer Agent in the manner specified by the Transfer Agent (either through the Depository Trust Company ("DTC") or otherwise). Any cash redemption payment (less any applicable cash redemption transaction fees) shall be effected as specified by the Transfer Agent either through DTC or through wire transfer in the case of redemptions effected outside of DTC. All funds and securities to be made available for payment with respect to a transaction, shall be out of funds and securities held for the Account of the specified Fund.

ARTICLE VII

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

Section 1. Whenever the Trust shall determine that a Fund shall pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Fund specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

Section 2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Fund the total amount payable to the dividend agent of the Trust specified therein.

ARTICLE VIII

CONCERNING CUSTODIAN

Section 1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees (collectively, "Losses"), incurred by or asserted against the Trust or, or in respect of, any Fund, except those Losses arising out of Custodian's own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or of Foreign Depositories, except in each case to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder. With respect to any Losses incurred by the Trust or any Fund as a result of the acts or any failures to act by any Subcustodian (other than a BNYM Affiliate), Depository or Foreign Depository, Custodian shall take appropriate action to recover such Losses from such Subcustodian, Depository or Foreign Depository, and Custodian's sole responsibility and liability to the Trust or Fund shall be limited to amounts so received from such Subcustodian, Depository or Foreign Depository (exclusive of costs and expenses incurred by Custodian) except to the extent the action or inaction of the relevant Subcustodian; Depository or Foreign Depository is a direct result of the Custodian's own negligence or willful misconduct. In no event shall Custodian be liable to the Trust, any Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, except Custodian shall be liable to the Trust and any applicable Fund for direct money damages caused by Custodian's own negligence or willful misconduct, nor shall the Custodian or any Subcustodian (except only with respect to clause (vii), which shall not limit a Subcustodian's liability in respect of its own insolvency) be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions without reviewing the same; (iii) for conclusively presuming that all Instructions are given only by person(s) duly authorized; (iv) for conclusively presuming that all disbursements of cash directed by the Trust, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Sections 2(i) and (j) of Article II hereof; (v) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization,

expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (vi) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vii) for the insolvency of any Subcustodian (other than a BNYM Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder, any Foreign Depository;
(viii) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Trust and the respective Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies; or (ix) for any action or inaction taken or omitted to by Custodian in good faith in accordance with the advice or opinion of counsel for the Trust or its own outside counsel.

(b) Custodian may enter into subcontracts, agreements and understandings with any BNYM Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.

(c) The Trust on behalf of the applicable Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian's performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Trust on behalf of the applicable Fund; provided however, that the Trust on behalf of the applicable Fund shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct, provided, however, that if the Custodian is serving as foreign custody manager to a Fund in accordance with a Foreign Custody Manager Agreement in the form annexed as Appendix II, the Custodian's indemnification for Losses arising from the acts of any Eligible Foreign Custodian selected by the Custodian shall be subject to such further limitations as shall be provided in the Foreign Custody Manager Agreement. This indemnity shall be a continuing obligation of the Trust on behalf of the applicable Fund, its successors and assigns, notwithstanding the termination of this Agreement.

Section 2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(a) Any Losses incurred by the Trust, any Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;

(b) The validity of the issue of any Securities purchased, sold, or written by or for the Trust or any Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;

(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(d) The legality of the declaration or payment of any dividend or distribution by the Trust in respect of any Fund;

(e) The legality of any borrowing by the Trust;

(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Trust and the applicable Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Trust and such Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of any Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Trust in the event that such dividends or interest are not paid and received when due;

(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Trust; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Trust of any variation margin payment or similar payment which the Trust may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Trust is entitled to receive, or to notify the Trust of Custodian's receipt or non-receipt of any such payment; or

(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of the Trust and specifically allocated to a Fund are such as properly may be held by the Trust or such Fund under the provisions of its then current prospectus and statement of

additional information, or to ascertain whether any transactions by the Trust, whether or not involving Custodian, are such transactions as may properly be engaged in by the Trust.

Section 3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of outside counsel and shall not be liable with respect to anything done or omitted by it in good faith in conformity with such advice.

Section 4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment.

Section 5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

Section 6. The Trust shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian's standard rates for such services as may be applicable. The Trust shall reimburse Custodian for all costs associated with the conversion of the Trust's Securities hereunder and the transfer of Securities and records kept in connection with this Agreement. The Trust shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder.

Section 7. Custodian has the right to debit any cash account held for the Trust or a Fund for any amount payable by such Fund or the Trust in respect of such Fund in connection with any and all obligations of the Trust in respect of such Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Trust shall not have honored any of its obligations to Custodian, Custodian shall have the right without notice to the Trust to retain or set-off, against such obligations of the Trust, any Securities or cash Custodian or a BNYM Affiliate may directly or indirectly hold for the account of the Trust or any Fund, and any obligations (whether matured or unmatured) that Custodian or a BNYM Affiliate may have to the Trust in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Trust or Fund may be transferred to Custodian and any BNYM Affiliate in order to effect the above rights.

Section 8. The Trust agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Trust agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Trust elects to transmit Instructions through an on-line communications system offered by Custodian, the Trust's use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

Section 9. The books and records pertaining to the Trust which are in possession of Custodian shall be the property of the Trust. Such books and records shall be prepared and maintained as required by the `40 Act and the rules thereunder. The Trust, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by Custodian to the Trust or its authorized representative. Upon the reasonable request of the Trust, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

Section 10. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Trust with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Trust may reasonably request from time to time.

Section 11. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement.

Section 12. From time to time as requested by the Trust, the Custodian shall provide to the Trust such certifications and sub-certifications, in the form agreed to by the Trust and the Custodian, with respect to Form N-Qs, Form N-CSRs, compliance policies and procedures under Rule 38a-1 under the Investment Company Act of 1940, as amended, and such other matters that may be reasonably requested by the Trust or the Trust's Chief Compliance Officer from time to time. In addition, the Custodian will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Trust to enable the Trust to fulfill its obligations under Rule 38a-1 of the Investment Company Act of 1940, as amended. From time to time as requested by the Trust, the Custodian shall request from each Subcustodian, and provide to the Trust upon receipt, such Subcustodian's annual financial information, reports on accounting controls and compliance policies and procedures.

ARTICLE IX

TERMINATION

Section 1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Trust, it shall be accompanied by a copy of a resolution of the board of the Trust, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Trust shall, on or before the termination date, deliver to Custodian a copy of a

resolution of the board of the Trust, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Trust, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Trust and any Fund and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

Section 2. If a successor custodian is not designated by the Trust or Custodian in accordance with the preceding Section, the Trust shall, upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Trust) and money then owned by the Trust and any Fund, be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Trust to hold such Securities hereunder in accordance with this Agreement.

ARTICLE X

MISCELLANEOUS

Section 1. Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Trust or Custodian and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Trust or Custodian a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if: (a) it is necessary for Custodian to release such information in connection with the provision of services under this Agreement; (b) it is already known to the receiving party at the time it is obtained; (c) it is or becomes publicly known or available through no wrongful act of the receiving party; (d) it is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (e) it is released by the protected party to a third party without restriction; (f) it is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the

other party written notice of the same, to the extent such notice is permitted);
(g) it is relevant to the defense of any claim or cause of action asserted against the receiving party; (h) it has been or is independently developed or obtained by the receiving party; or (i) it is necessary for Custodian to release such information to Custodian's internal or external accountants or legal counsel who are subject to a duty of confidentiality. Custodian acknowledges and agrees that in connection with its services under this Agreement it receives non-public confidential portfolio holdings information ("Portfolio Information") with respect to the Trust. Custodian agrees that, subject to the foregoing provisions of and the exceptions set forth in this Article X Section 1 (other than the exception set forth above in this Article X Section 1 as sub-item (a), which exception set forth in sub-item (a) shall not be applicable to the Trust's Portfolio Information), Custodian will keep confidential the Trust's Portfolio Information and will not disclose the Trust's Portfolio Information other than pursuant to a written Certificate or Instructions; provided that without the need for such a written Certification or Instructions and notwithstanding any other provision of this Article X Section 1 to the contrary, the Trust's Portfolio Information may be disclosed (i) to Subcustodians and (ii) to third party pricing services which are engaged by Custodian in connection with the provision of services under this Agreement, and which shall be subject to a duty of confidentiality with respect to such Portfolio Information. The Custodian's agreements with its Subcustodians require the Subcustodian, subject to any applicable law, to use best efforts to maintain the confidentiality of matters concerning the property held by the Subcustodian for the account of a Fund.

Section 2. The Trust agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall not be liable in acting upon Certificates or Oral Instructions of such present Authorized Persons.

If to the Trust:       First Trust Exchange-Traded Fund IV
                       120 East Liberty Drive, Suite 400
                       Wheaton, Illinois 60187
                       Attention:  General Counsel
                       Facsimile:  630-517-7437
                       Confirm:    630-765-8798

If to the Custodian:   The Bank of New York Mellon
                       101 Barclay Street, 20W
                       New York, New York  10286
                       Attention:  Rosalia Koopman
                       Facsimile:  212-815-2948

Confirm: 212-815-4647

Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other parties hereto given in accordance with this Section.

Section 4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Trust and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

Section 6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

Section 7. (a) It is expressly acknowledged and agreed that the obligations of the Trust (and Funds thereof) hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust (and Funds thereof), personally, but shall bind only the trust property of the Trust and the applicable Fund as provided in the Trust's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust and the applicable Fund as provided in the Trust's Declaration of Trust.

(b) This Agreement is an agreement entered into between the Custodian and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the Custodian shall look for payment of such obligation solely to the assets of the Fund to which such obligation relates with the same effect as if the Custodian had separately contracted with the Trust by separate written instrument with respect to each Fund.

(c) As used herein, the "applicable Fund" shall be each Fund in respect of which any amount due the Custodian arises, and if any amount due the Custodian arises in respect of more than one Fund, the same shall be allocated by the Custodian among such Funds in accordance with Section 7(b) of this Article. Any amounts due the Custodian which may not be allocated in accordance with the preceding sentence shall constitute General Liabilities as defined in the Trust's Declaration of Trust and allocated by the Trust and paid in accordance with the provisions thereof.

Section 8. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

IN WITNESS WHEREOF, the Trust and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

FIRST TRUST EXCHANGE-TRADED FUND IV

By /s/
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   Title:
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THE BANK OF NEW YORK MELLON

By /s/
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   Title:
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SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS
(THE TRUST - ORAL AND WRITTEN INSTRUCTIONS)

The undersigned hereby certifies that he/she is the duly elected and acting Secretary of First Trust Exchange-Traded Fund IV (the "Trust"), and further certifies that the following officers or employees of the Trust have been duly authorized in conformity with the Trust's Declaration of Trust and By-Laws to deliver Certificates and Oral Instructions to The Bank of New York Mellon ("Custodian") pursuant to the Custody Agreement between the Trust and Custodian dated __________, 20__ and that the signatures appearing opposite their names are true and correct:

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(Continued on Following Page)

NAME TITLE SIGNATURE

This certificate supersedes any certificate of Authorized Persons you may currently have on file.

[seal]

By /s/
   ------------------------------------------------

   Title: Secretary
         ------------------------------------------

   Date:
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SCHEDULE II

SCHEDULE III

FOREIGN DEPOSITORIES

APPENDIX I

ELECTRONIC SERVICES TERMS AND CONDITIONS

1. License; Use. (a) This Appendix I shall govern use by FIRST TRUST EXCHANGE-TRADED FUND IV (the "Trust") of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York Mellon and its affiliates (herein "BNYM") may provide in connection with the services as Custodian pursuant to the annexed Custody Agreement (the "Agreement"), such as The Bank of New York Mellon Inform (TM) and The Bank of New York Mellon CA$H-Register Plus(R), and any computer software, proprietary data and documentation provided by BNYM to the Trust in connection therewith (collectively, the "ELECTRONIC SERVICES"). In the event of any conflict between the terms of this Appendix I and the main body of this Agreement with respect to the Trust's use of the Electronic Services, the terms of this Appendix I shall control.

(b) BNYM grants to the Trust a personal, nontransferable and nonexclusive license to use the Electronic Services to which the Trust subscribes solely for the purpose of transmitting instructions and information ("Written Instructions"), obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with BNYM in connection with the Trust's relationship with BNYM, as Custodian pursuant to the Agreement. The Trust shall use the Electronic Services solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Trust or any other person with respect to the Electronic Services. The Trust acknowledges that BNYM and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof (unless such information was provided by the Trust). The Trust further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by BNYM or its suppliers. The Trust shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Trust attempt to decompile, reverse engineer or modify the Electronic Services. The Trust may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without BNYM's prior written consent. The Trust may not remove any statutory copyright notice or other notice included in the Electronic Services. The Trust shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNYM's request.

(c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties ("Third Party Data"), such as pricing data and indicative data, and services supplied by third parties ("Third Party Services") such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNYM believes to be reliable but, except to the extent otherwise expressly provided in the Agreement with respect to the duties of BNYM as Custodian, are provided without any independent investigation by BNYM. BNYM and its suppliers do not represent or

warrant that the Third Party Data or Third Party Services are correct, complete or current. Third Party Data and Third Party Services are proprietary to their suppliers, are provided solely for the Trust's internal use, and may not be reused, disseminated or redistributed in any form. The Trust shall not use any Third Party Data in any manner that would act as a substitute for obtaining a license for the data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. BNYM AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNYM's suppliers of Third Party Data and Services are intended third party beneficiaries of this
Section 1(c) and Section 5 below.

(d) The Trust understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNYM make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of viruses or other contamination), or any products or services sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Trust and the Trust accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNYM's endorsement, authorisation or sponsorship of such site or any products and services available from such site.

2. Equipment. The Trust shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize and obtain access to the Electronic Services, and BNYM shall not be responsible for the reliability or availability of any such equipment or services.

3. Proprietary Information. The Electronic Services, and any proprietary data (including Third Party Data), processes, software, information and documentation made available to the Trust (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the "Information"), are the exclusive and confidential property of BNYM or its suppliers. However, for the avoidance of doubt, reports generated by the Trust containing information relating to its account(s) (except for Third Party Data contained therein) are not deemed to be within the meaning of the term "Information." The Trust shall keep the Information confidential by using the same care and discretion that the Trust uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the licenses granted herein for any reason, the Trust shall return to BNYM any and all copies of the Information which are in its possession or under its control (except that the Trust may retain reports containing Third Party Data, provided that such Third Party Data remains subject to the provisions of this Appendix). The provisions of this Section 3 shall not affect the copyright status of any of the Information which may be copyrighted and shall apply to all information whether or not copyrighted.

4. Modifications. BNYM reserves the right to modify the Electronic Services from time to time. The Trust agrees not to modify or attempt to modify the Electronic Services without BNYM's prior written consent. The Trust acknowledges that any modifications to the Electronic Services, whether by the Trust or BNYM and whether with or without BNYM's consent, shall become the property of BNYM.

5. NO REPRESENTATIONS OR WARRANTIES; LIMITATION OF LIABILITY. BNYM AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ELECTRONIC SERVICES OR ANY THIRD PARTY DATA OR THIRD PARTY SERVICES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE ELECTRONIC SERVICES, THIRD PARTY DATA AND THIRD PARTY SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BNYM OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH CUSTOMER MAY INCUR IN CONNECTION WITH THE ELECTRONIC SERVICES, THIRD PARTY DATA OR THIRD PARTY SERVICES, EVEN IF BNYM OR SUCH SUPPLIER KNEW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BNYM OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

6. Security; Reliance; Unauthorized Use; Funds Transfers. BNYM will establish security procedures to be followed in connection with the use of the Electronic Services, and the Trust agrees to comply with the security procedures. The Trust understands and agrees that the security procedures are intended to determine whether instructions received by BNYM as Custodian through the Electronic Services are authorized but are not (unless otherwise specified in writing) intended to detect any errors contained in such instructions. The Trust will cause all persons utilizing the Electronic Services to treat any user and authorization codes, passwords, authentication keys and other security devices with the highest degree of care and confidentiality. Upon termination of the Trust's use of the Electronic Services, the Trust shall return to BNYM any security devices (e.g., token cards) provided by BNYM. BNYM is hereby irrevocably authorized to comply with and rely upon on Written Instructions and other communications, whether or not authorized, received by it through the Electronic Services. The Trust acknowledges that it has sole responsibility for ensuring that only Authorized Persons (as defined in the Agreement) use the Electronic Services and that to the fullest extent permitted by applicable law BNYM shall not be responsible nor liable for any unauthorized use thereof or for any losses sustained by the Trust arising from or in connection with the use of the Electronic Services or BNYM's reliance upon and compliance with Written Instructions and other communications received through the Electronic Services. With respect to instructions for a transfer of funds issued through the Electronic Services, when instructed to credit or pay a party by both name and a

unique numeric or alpha-numeric identifier (e.g. ABA number or account number), BNYM, its affiliates, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. Such reliance on a unique identifier shall apply to beneficiaries named in such instructions as well as any financial institution which is designated in such instructions to act as an intermediary in a funds transfer. It is understood and agreed that unless otherwise specifically provided herein, and to the extent permitted by applicable law, the parties hereto shall be bound by the rules of any funds transfer system utilized to affect a funds transfer hereunder.

7. Acknowledgments. BNYM, as Custodian, shall acknowledge through the Electronic Services its receipt of each Written Instruction communicated through the Electronic Services, and in the absence of such acknowledgment BNYM shall not be liable for any failure to act in accordance with such Written Instruction and the Trust may not claim that such Written Instruction was received by BNYM. The Custodian may in its discretion decline to act upon any instructions or communications that are insufficient or incomplete (and in such event, the Custodian shall use commercially reasonable efforts to advise the Trust of any instruction or communication which it determines to be insufficient or incomplete in such manner that the Trust may submit a revised instruction or communication) or are not received by the Custodian by the time specified in the Agreement for the Custodian to act upon, or in accordance with such, instructions or communications.

8. Viruses. Each of the Trust and BNYM, as Custodian, agrees to use reasonable efforts to prevent the transmission through the Electronic Services of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Electronic Services.

9. Encryption. The Trust acknowledges and agrees that encryption may not be available for every communication through the Electronic Services, or for all data. The Trust agrees that BNYM may deactivate any encryption features at any time, without notice or liability to the Trust, for the purpose of maintaining, repairing or troubleshooting its systems.

10. On-Line Inquiry and Modification of Records. In connection with the Trust's use of the Electronic Services, BNYM may, at the Trust's request, permit the Trust to enter data directly into a BNYM database for the purpose of modifying certain information maintained by BNYM's systems, including, but not limited to, change of address information. To the extent that the Trust is granted such access, the Trust agrees to indemnify and hold BNYM harmless from all loss, liability, cost, damage and expense (including attorney's fees and expenses) to which BNYM may be subjected or which may be incurred in connection with any claim which may arise out of or as a result of changes to BNYM database records initiated by the Trust.

11. Agents. The Trust may, on advance written notice to the BNYM, permit its agents and contractors who are not otherwise identified as Authorized Persons ("Agents") to access and use the Electronic Services on the Trust's behalf, except that the BNYM reserves the right to prohibit the Trust's use of

any particular Agent for any reason. The Trust shall require its Agent(s) to agree in writing to be bound by the terms of the Agreement and this Appendix, and the Trust shall be liable and responsible for any act or omission of such Agent in the same manner, and to the same extent, as though such act or omission were that of the Trust. Each submission of a Written Instruction or other communication by the Agent through the Electronic Services shall constitute a representation and warranty by the Trust that the Agent continues to be duly authorized by the Trust to so act on its behalf and the BNYM may rely on the representations and warranties made herein in complying with such Written Instruction or communication. Any Written Instruction or other communication through the Electronic Services by an Agent shall be deemed that of the Trust, and the Trust shall be bound thereby whether or not authorized. The Trust may, subject to the terms of this Appendix and upon advance written notice to the Bank, provide a copy of the Electronic Service user manuals to its Agent if the Agent requires such copies to use the Electronic Services on the Trust's behalf. Upon cessation of any such Agent's services, the Trust shall promptly terminate such Agent's access to the Electronic Services, retrieve from the Agent any copies of the manuals and destroy them, and retrieve from the Agent any token cards or other security devices provided by BNYM and return them to BNYM.

12. Proprietary Rights. Notwithstanding Section 5, all intellectual property rights in the Electronic Services are either owned by BNYM or secured by it for use as contemplated hereunder.

On-line communications terms.doc
(9/06)

APPENDIX II

FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT between FIRST TRUST EXCHANGE-TRADED FUND IV, a business trust organized and existing under the laws of the Commonwealth of Massachusetts having its principal office and place of business at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 (the "Trust") and The Bank of New York Mellon ("BNYM").

W I T N E S S E T H:

WHEREAS, the Trust desires to appoint BNYM as a Foreign Custody Manager as defined in the Rule (as such term is defined below) on the terms and conditions contained herein;

WHEREAS, BNYM desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein with respect to one or more Funds (as such term is defined below);

NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Trust and BNYM hereby agree as follows:

ARTICLE I.
DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

"1. BOARD" shall mean the board of directors or board of trustees, as the case may be, of the Trust.

"2. ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the Rule.

"3. MONITORING SYSTEM" shall mean a system established by BNYM to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.

"4. RESPONSIBILITIES" shall mean the responsibilities delegated to BNYM under the Rule as a Foreign Custody Manager to a Fund with respect to each Specified Country and each Eligible Foreign Custodian selected by BNYM, as such responsibilities are more fully described in Article III of this Agreement.

"5. RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended effective June 12, 2000.

"6. FUND" shall mean the respective portfolios, if any, of the Trust listed on Schedule I hereto, and if none are listed, references to Fund shall be references to the Trust.

"7. SPECIFIED COUNTRY" shall mean each country listed on Schedule II attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Trust has given settlement instructions to The Bank of New York Mellon as custodian (the "Custodian") under its Custody Agreement with the Trust.

ARTICLE II.
BNYM AS A FOREIGN CUSTODY MANAGER

1. The Trust on behalf of its Board hereby delegates to BNYM with respect to each Specified Country the Responsibilities to be performed for each Fund of the Trust.

2. BNYM accepts the Board's delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Trust's assets would exercise.

3. BNYM shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Trust's foreign custody arrangements written reports notifying the Board of the placement of assets of the Trust with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Trust with any such Eligible Foreign Custodian.

ARTICLE III.
RESPONSIBILITIES

1. Subject to the provisions of this Agreement, BNYM shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNYM shall: (a) determine that assets of the Trust held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Trust's foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Trust's assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNYM determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Trust as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Trust with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Trust whenever BNYM determines under the Monitoring System that an

arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.

2. For purposes of preceding Section 1 of this Article, BNYM's determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, "Country Risks" shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian's use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country's financial infrastructure; (c) such country's prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

ARTICLE IV.
REPRESENTATIONS

1. The Trust hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Trust on behalf of the Fund, constitutes a valid and legally binding obligation of the Trust enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Trust prohibits the Trust's execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present, and (c) the Trust's investment advisor has indicated that it will consider the Country Risks associated with investment in each Specified Country prior to any settlement instructions being given to the Custodian with respect to any other country.

2. BNYM hereby represents that: (a) BNYM is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNYM, constitutes a valid and legally binding obligation of BNYM enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNYM prohibits BNYM's execution or performance of this Agreement; and (c) BNYM has established the Monitoring System.

ARTICLE V.
CONCERNING BNYM

1. BNYM shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Trust or any Fund except to the extent the same arises out of the failure of BNYM to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNYM be liable to the Trust, any Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

2. The Trust on behalf of the applicable Fund shall indemnify BNYM and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, BNYM by reason or as a result of any action or inaction, or arising out of BNYM's performance hereunder, provided that the Trust, on behalf of the applicable Fund, shall not indemnify BNYM to the extent any such costs, expenses, damages, liabilities or claims arises out of BNYM's failure to exercise the reasonable care, prudence and diligence required by
Section 2 of Article II hereof or to the extent any such costs, expenses, damages, liabilities or claims is attributable to the actions or omissions of an Eligible Foreign Custodian selected by BNYM and arises out of the failure of BNYM to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.

3. For its services hereunder, the Trust agrees to pay to BNYM such compensation and out-of-pocket expenses as shall be mutually agreed.

4. BNYM shall have only such duties as are expressly set forth herein. In no event shall BNYM be liable for any Country Risks associated with investments in a particular country.

ARTICLE VI.
MISCELLANEOUS

1. This Agreement constitutes the entire agreement between the Trust and BNYM as a Foreign Custody Manager, and no provision in the Custody Agreement between the Trust and the Custodian shall affect the duties and obligations of BNYM hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.

2. Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing in English and shall be deemed to have been sufficiently given when received by the intended party, if delivered personally at the address set forth below for the intended party during normal business hours at such address, if sent by facsimile transmission to the respective facsimile transmission numbers of the parties set forth below, or if sent by recognized overnight courier service or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Trust: First Trust Exchange-Traded Fund IV 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Attention: General Counsel Facsimile: 630-517-7437 Confirm: 630-765-8798

If to BNYM:      The Bank of New York Mellon
                 101 Barclay Street, 20W
                 New York, New York  10286
                 Attention:  Rosalia Koopman
                 Facsimile:  212-815-2948

Confirm: 212-815-4647

Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other parties hereto given in accordance with this Section.

3. Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Trust or BNYM and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Trust or BNYM a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if: (a) it is necessary for BNYM to release such information in connection with the provision of services under this Agreement; (b) it is already known to the receiving party at the time it is obtained; (c) it is or becomes publicly known or available through no wrongful act of the receiving party; (d) it is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (e) it is released by the protected party to a third party without restriction; (f) it is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted); (g) it is relevant to the defense of any claim or cause of action asserted against the receiving party; (h) it has been or is independently developed or obtained by the receiving party; or (i) it is necessary for BNYM to release such information to BNYM's internal or external accountants or legal counsel who are subject to a duty of confidentiality. BNYM acknowledges and agrees that in connection with its services under this Agreement it receives non-public confidential portfolio holdings information ("Portfolio Information") with respect to the Trust. BNYM agrees that, subject to the foregoing provisions of and the exceptions set forth in this Section 3 (other than the exception set forth above in this Section 3 as sub-item (a), which exception set forth in sub-item (a) shall not be applicable to the Trust's Portfolio Information), BNYM will keep confidential the Trust's Portfolio Information and will not disclose the Trust's Portfolio Information other than pursuant to a written instruction from the Trust; provided that without the need for such a written instruction and notwithstanding any other provision of this Section 3 to the contrary, the Trust's Portfolio Information may be disclosed to third party pricing services which are engaged by BNYM in connection with the provision of services under this Agreement and which shall be subject to a duty of confidentiality with respect to such Portfolio Information.

4. From time to time as requested by the Trust, BNYM shall provide to the Trust such certifications and sub-certifications, in the form agreed to by the Trust and BNYM, with respect to Form N-Qs, Form N-CSRs, and compliance policies

and procedures under Rule 38a-1 under the 1940 Act, as amended, and such other matters that may be reasonably requested by the Trust or the Trust's Chief Compliance Officer from time to time. In addition, BNYM will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to enable the Trust to fulfill its obligations under Rule 38a-1 of the 1940 Act.

5. In the event that the Trust establishes one or more additional Funds with respect to which it desires to have BNYM serve as Foreign Custody Manager under the terms hereof, it shall so notify BNYM in writing, and if BNYM agrees in writing to provide such services, such Fund will be added to this Agreement.

6. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.

7. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and BNYM hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust and BNYM each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

8. The parties hereto agree that in performing hereunder, BNYM is acting solely on behalf of the Trust and no contractual or service relationship shall be deemed to be established hereby between BNYM and any other person by reason of this Agreement.

9. (a) It is expressly acknowledged and agreed that the obligations of the Trust (and Funds thereof) hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust (and Funds thereof), personally, but shall bind only the trust property of the Trust and the applicable Fund, as provided in the Trust's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust and the applicable Fund as provided in the Trust's Declaration of Trust.

(b) This Agreement is an agreement entered into between BNYM and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the BNYM shall look for payment of

such obligation solely to the assets of the Fund to which such obligation relates with the same effect as if the BNYM had separately contracted with the Trust by separate written instrument with respect to each Fund.

(c) As used herein, the "applicable Fund" shall be each Fund in respect of which any costs, expenses, damages, liabilities or claims previously specified arise in whole or in part, and if any such costs, expenses, damages, liabilities or claims arise in respect of more than one Fund, the same shall be allocated by BNYM among such Funds in accordance with Section 7 of Article X of the Custody Agreement between the Trust and BNYM. Any amounts due BNYM which may not be allocated in accordance with the preceding sentence shall constitute General Liabilities as defined in the Trust's Declaration of Trust and allocated by the Trust and paid in accordance with the provisions thereof.

10. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

11. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Trust and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty
(30) days after the date of such notice.

IN WITNESS WHEREOF, the Trust and BNYM have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.

FIRST TRUST EXCHANGE-TRADED FUND IV

By  /s/
   ------------------------------------------------

   Title:
         ------------------------------------------

THE BANK OF NEW YORK MELLON

By  /s/
   ------------------------------------------------

   Title:
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SCHEDULE I

FUNDS OF THE TRUST

SCHEDULE II

SPECIFIED COUNTRIES

APPENDIX III

The Custodian shall furnish, upon the initial placing of Securities and cash into a country and annually thereafter, unless the Custodian has otherwise notified the Trust, the following information:

A. Opinions of local counsel concerning:

i. Whether applicable foreign law would restrict the access afforded the Trust's independent public accountants to books and records kept by an Eligible Foreign Custodian located in that country.

ii. Whether applicable foreign law would restrict the Trust's ability to recover its Securities and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.

iii. Whether applicable foreign law would restrict the Trust's ability to recover Securities that are lost while under the control of an Eligible Foreign Custodian located in that country.

B. Written information concerning:

i. Expropriation, nationalization, freezes or confiscation of the Securities in that country.

ii. Difficulties in converting cash and cash equivalents to U.S. dollars in that country.

C. A market report with respect to the following topics:

i. the securities regulatory environment of the country,

ii. restrictions on ownership by foreigners, including preinvestment approvals,

iii. foreign exchange and money transfer

iv. execution and settlement of trades

v. taxation, and

vi. depositories.

D. Analysis of Foreign Depositories specified in paragraph (e) of
Section 1 of Article III of the Custody Agreement.

E. To aid the Trust in monitoring country risk, the Custodian shall also make available market flashes with respect to changes in the information in market reports.

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of _____________, 20__, by and between First Trust Exchange-Traded Fund IV (the "Trust"), a Massachusetts business trust, having its principal office and place of business at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 (the "Trust") and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal office and place of business at One Wall Street, New York, New York 10286 (the "Bank").

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust, so authorized, intends that this Agreement be applicable to each of its series as set forth on Exhibit A (each such series together with all other series subsequently established by the Trust and made subject to this Agreement by amendment hereof in accordance with Section 11, being referred to as a "Fund" and collectively as the "Funds"); and

WHEREAS, the Trust and designated agents will issue for purchase and redeem shares of the Funds only in aggregations of shares known as "Creation Units" (50,000 shares or such other aggregation as is specified in the prospectus for a Fund) (each a "Creation Unit") principally in kind;

WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York ("DTC"), or its nominee (Cede & Co.), will be the initial record or registered owner (the "Shareholder") of all shares;

WHEREAS, the Trust on behalf of the Funds (identified on Exhibit A as the same may be amended from time to time) desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

SECTION 1. TERMS OF APPOINTMENT; DUTIES OF THE BANK.

Section 1.1. Subject to the terms and conditions set forth in this Agreement, the Trust, on behalf of the Funds, hereby employs and appoints the Bank to act as, and the Bank agrees to act as its transfer agent for the authorized and issued shares of beneficial interest, $.01 par value per share of each Fund ("Shares"), and as the Trust's dividend disbursing agent.

Section 1.2. The Bank agrees that it will perform the following services:

(a) The Bank shall enter into Participant Agreements with the Participants identified therein in the form attached hereto as Exhibit B with such changes and modifications as shall be approved by the Distributor identified therein (the Distributor's execution of the Participant Agreement being conclusive as to its approval of any such changes and modifications), provided that no changes or modifications which adversely affect the Bank's rights or obligations shall be made without its consent, and in accordance with the terms and conditions of such Participant Agreements the Bank shall:

(i) Perform and facilitate the performance of purchases and redemption of Creation Units;

(ii) Prepare and transmit by means of DTC's book-entry system payments for dividends and distributions declared by the Trust on behalf of the applicable Fund;

(iii) Maintain the record of the name and address of the Shareholder and the number of Shares issued by the Funds of the Trust and held by the Shareholder;

(iv) Record the issuance of Shares of the respective Funds of the Trust and maintain a record of the total number of Shares of the Funds of the Trust, and, which are authorized, based upon data provided to it by the Trust. The Bank shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust.

(v) Prepare and transmit to the Trust and the Trust's administrator and to any applicable securities exchange (as specified to the Bank by the administrator or by the Trust) information with respect to purchases and redemptions of Shares;

(vi) On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to the Bank and the Trust's administrator the number of outstanding Shares for each Fund;

(vii) On days that the Trust may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to the Bank, the Trust and DTC the amount of Shares purchased on such day;

(viii) Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request;

(ix) Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;

(x) Extend the voting rights to the Shareholder and/or beneficial owners of Shares in accordance with the policies and procedures of DTC for book-entry only securities;

(xi) Maintain those books and records of the Trust specified by the Trust in Schedule A attached hereto;

(xii) Prepare a monthly report of all purchases and redemptions during such month on a gross transaction basis. The monthly report shall show the counterpart and amount of each purchase on a daily basis net number of shares either redeemed or created for such Business Day.

(xiii) Receive from the Distributor (as defined in the Participant Agreement) purchase orders from Participants (as defined in the Participant Agreement) for Creation Unit aggregations of Shares received in good form and accepted by or on behalf of the Trust by the Distributor, transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of the applicable Fund and hold such Shares in the account of the Shareholder for each of the respective Funds of the Trust; and

(xiv) Receive from the Participants (as defined in the Participant Agreement) redemption requests, deliver the appropriate documentation thereof to The Bank of New York Mellon as custodian for the Trust, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and redeem the appropriate number of Creation Unit Aggregations of Shares held in the account of the Shareholder.

(b) In addition to and neither in lieu nor in contravention of the services set forth in the above paragraph (a), the Bank shall: perform the customary services of a transfer agent and dividend disbursing agent including but not limited to: maintaining the account of the Shareholder, obtaining a list of DTC participants holding interests in the Global Certificate at the request of the Trust, mailing proxy materials, shareholder reports and prospectuses to the Shareholder or DTC participants or beneficial owners of Shares at the request of the Trust and those services set forth on Schedule A attached hereto.

(c) The following shall be delivered to DTC for delivery to beneficial owners in accordance with the procedures for book-entry only securities of DTC:

(i) Annual and semi-annual reports of the Funds of the Trust;

(ii) Proxies, proxy statements and other proxy soliciting materials;

(iii) Prospectus and amendments and supplements to the Prospectus, including stickers; and

(iv) Other communications as may be required by law or reasonably requested by the Trust.

(d) If the Shares are represented by individual Certificates, the Bank shall perform the services agreed to in writing by the Bank and the Trust.

(e) The Bank shall provide additional services (if any) on behalf of the Trust (i.e., escheatment services) which may be agreed upon in writing between the Trust and the Bank.

(f) The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request.

SECTION 2. FEES AND EXPENSES.

Section 2.1. The Bank shall receive from the Trust such compensation for the Transfer Agent's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement.

Section 2.2. In addition to the fee paid under Section 2.1 above, the Trust on behalf of the applicable Fund agrees to reimburse the Bank for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule attached hereto or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of the securities of any Fund shall be borne by the relevant Participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, will be reimbursed by the Trust on behalf of the applicable Fund.

Section 2.3. The Trust on behalf of the applicable Fund agrees to pay all fees and reimbursable expenses within ten business days following the receipt of the respective billing notice accompanied by supporting documentation, as

appropriate. Postage for mailing of dividends, proxies, reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Trust at least seven (7) days prior to the mailing date of such materials.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BANK.

Section 3.1. The Bank represents and warrants to the Trust that:

It is a banking corporation duly organized and existing and in good standing under the laws of the State of New York.

It is duly qualified to carry on its business in the State of New York.

It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into and perform this Agreement.

All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE TRUST.

Section 4.1. The Trust represents and warrants to the Bank that:

It is a business trust duly organized and existing and in good standing under the laws of Massachusetts.

It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.

All corporate proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.

It is an open-end management investment company registered under the Investment Company Act of 1940, as amended.

A registration statement under the Securities Act of 1933, as amended, on behalf of each of the Funds is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Funds of the Trust being offered for sale.

SECTION 5. ANTI-MONEY LAUNDERING.

The Bank shall provide the "Anti-Money Laundering Services" described in Schedule B attached hereto subject to the terms and conditions of this Agreement and the following additional terms and conditions:

(a) The Bank shall utilize systems and/or software designed, and databases provided, by certain third parties, and shall not be liable for any loss, damage or expense that occur as a result of the failure of any such systems, software, and/or databases.

(b) The Bank does not warrant that (x) its performance of the Anti-Money Laundering Services will achieve any particular intended result or that its performance will satisfy any legal obligations of the Trust,
(y) that its performance will be uninterrupted, or (z) that it will detect all possible instances of money laundering or transactions involving money laundering or other unlawful activities. The Bank makes no warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for particular purpose.

(c) The Bank shall assume the authenticity and accuracy of any document provided by a Shareholder or potential Shareholder without verification unless in the sole discretion of the Bank the same on its face appears not to be genuine.

(d) The Bank shall provide prompt notice to the Trust of any potential Shareholder with respect to whom the Bank has anti-money laundering concerns based on the result of its Anti-Money Laundering Services.

(e) In the event of any failure by the Bank to provide any of the Anti-Money Laundering Services in accordance with its standard of care and not otherwise, the Bank's liability shall be limited to the lesser of (x) the actual direct money damages suffered by the Trust as a direct result of such failure and (y) the amounts paid by the Trust under this Agreement for the providing of such services. Any action brought against the Bank for claims hereunder must be brought within one year following the date on which such claim accrues.

(f) The Bank is providing the Anti-Money Laundering Services based on the following representations, warranties and covenants of the Trust, each of which shall be deemed continued and repeated on each day on which the Bank provides such services: (x) the Anti-Money Laundering Services together with the activities of the Trust in accordance with its internal policies, procedures and anti-money laundering controls shall together satisfy all the requirements of the laws with respect to money laundering applicable to the Trust; (y) the Trust shall provide each Participant Agreement to the Bank a reasonable time before accepting any initial payment from a Shareholder or potential Shareholder and shall not accept any such payment unless and until the Bank shall have completed its providing of the Anti-Money Laundering Services; and (z) the Trust shall instruct the Bank not to accept any payment on behalf of the Trust from a

Shareholder or potential Shareholder or pay on behalf of the Trust any redemption or repurchase proceeds to a Shareholder or potential Shareholder if the Trust determines that such acceptance or payment would violate any money laundering laws applicable to the Fund.

SECTION 6. INDEMNIFICATION.

Section 6.1. The Bank shall not be responsible for, and the Trust on behalf of the applicable Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability ("Losses") arising out of or attributable to:

(a) All actions of the Bank or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken without negligence, or willful misconduct. NSCC, DTC or any third party described in Section 5 are not agents or subcontractors of the Bank.

(b) The Trust's negligence or willful misconduct in respect of the applicable Fund.

(c) The breach of any representation or warranty of the Trust hereunder in respect of the applicable Fund.

(d) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services in respect of the applicable Fund which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust in respect of the applicable Fund including but not limited to any previous transfer agent or registrar.

(e) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Trust on behalf of the applicable Fund.

(f) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.

Section 6.2. At any time the Bank may apply to any officer of the Trust for instructions, and may consult with legal counsel of the Bank's choosing with respect to any matter arising in connection with the services to be performed by the Bank under this Agreement, and the Bank and its agents or subcontractors shall not be liable and shall be indemnified by the Trust on behalf of the applicable Fund for any action taken or omitted by it in reliance upon such

instructions or upon the advice or opinion of such counsel and shall promptly advise the Trust of such advice or opinion (except for actions or omissions by Bank taken with negligence or willful misconduct). The Bank, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Bank or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.

Section 6.3. Neither the Trust nor any Fund shall be responsible for, and the Bank shall be liable for and shall indemnify the Trust and the applicable Fund against direct money damages arising out of or attributable to:

(a) The Bank's own negligence or willful misconduct.

(b) The breach of any representation or warranty of the Bank hereunder.

Section 6.4. The provisions of Section 6 shall survive and remain in effect after any termination of this Agreement or any resignation or removal of the Bank as transfer agent hereunder.

SECTION 7. STANDARD OF CARE.

The Bank shall have no responsibility and shall not be liable for any loss or damage unless such loss or damage is caused by its own negligence or willful misconduct or that of its employees, or its breach of any of its representations. In no event shall the Bank be liable for special, indirect or consequential damages regardless of the form of action and even if the same were foreseeable.

SECTION 8. CONCERNING THE BANK.

Section 8.1. The Bank may enter into subcontracts, agreements and understandings with any Bank affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge the Bank from its obligations hereunder.

Section 8.2. The Bank shall be entitled to conclusively rely upon any written or oral instruction actually received by the Bank and reasonably believed by the Bank to be duly authorized and delivered. The Trust agrees to forward to Bank written instructions confirming oral instructions by the close of business of the same day that such oral instructions are given to the Bank. The Trust agrees that the fact that such confirming written instructions are not received or that contrary written instructions are received by the Bank shall in no way affect the validity or enforceability of transactions authorized by such oral instructions and effected by the Bank. If the Trust elects to transmit

written instructions through an on-line communication system offered by the Bank, the Trust's use thereof shall be subject to the terms and conditions attached hereto as Appendix A.

Section 8.3. The Bank shall establish and maintain a disaster recovery plan and back-up system at all times satisfying the requirements of all applicable law, rules, and regulations (the "Disaster Recovery Plan and Back-Up System"). The Bank shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control which are not a result of its negligence, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, transportation, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation, provided that the Bank has established and is maintaining the Disaster Recovery Plan and Back-Up System, or if not, that such delay or failure would have occurred even if Bank had established and was maintaining the Disaster Recovery Plan and Back-Up System. Upon the occurrence of any such delay or failure, the Bank shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances.

Section 8.4. The Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against the Bank in connection with this Agreement.

Section 8.5. At any time the Bank may apply to an officer of the Trust for written instructions with respect to any matter arising in connection with the Bank's duties and obligations under this Agreement, and the Bank shall not be liable for any action taken or omitted to be taken by the Bank in good faith in accordance with such instructions. Such application by the Bank for instructions from an officer of the Trust may, at the option of the Bank, set forth in writing any action proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Bank shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Bank has received written instructions in response to such application specifying the action to be taken or omitted. If the Bank shall be in doubt as to any question of law pertaining to any action it should take or should not take, the Bank may request advice from outside counsel (who may be counsel for the Trust, the Trust's investment adviser or the Bank, at the option of the Bank). The Trust shall pay the reasonable cost of any counsel retained by the Bank with prior notice to the Trust. The Bank shall not be liable with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.

Section 8.6. Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under no duty or obligation to inquire into, and shall not be liable for:

(a) The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Trust to request such issuance, sale or transfer;

(b) The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Trust to request such purchase;

(c) The legality of the declaration of any dividend by the Trust in respect of the Shares of any Fund, or the legality of the issue of any Shares in payment of any stock dividend; or

(d) The legality of any recapitalization or readjustment of the Shares.

SECTION 9. COVENANTS OF THE TRUST AND THE BANK

Section 9.1. The Trust shall promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement.

(b) A copy of the Declaration of Trust and By-Laws of the Trust and all amendments thereto.

(c) Shares will be transferred upon presentation to the Bank of Shares to its electronic account at DTC, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of applicable stock transfer taxes, if any. In the case of small estates where no administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and without further approval of the Trust, transfer Shares registered in the name of the decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various states. The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsements on documents submitted to it are valid and genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the Trust, a guaranty of signature by an "eligible guarantor institution" meeting the requirements of the Bank, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Bank in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial

Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Trust on behalf of the applicable Fund shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws.

(d) The Bank assumes no responsibility with respect to the transfer of restricted securities where counsel for the Trust advises that such transfer may be properly effected.

Section 9.2. The Trust shall deliver to the Bank the following documents on or before the initial issuance of Shares of any Fund:

(a) An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Trust with regard to the Investment Company Act of 1940, as amended, and (iii) the due and proper listing of the Shares on all applicable securities exchanges; and

(b) A certified copy of a resolution of the Board of Directors of the Trust establishing the authority of the Bank.

Section 9.3. Prior to the issuance of any additional Shares of any Fund pursuant to stock dividends or stock splits, and prior to any reduction in the number of Shares of any Fund outstanding pursuant to any reverse stock split, the Trust shall deliver the following documents to the Bank:

(a) A certified copy of the resolutions adopted by the Board of Trustees and/or the shareholders of the applicable Fund authorizing such issuance of additional Shares of the Fund or such reduction, as the case may be;

(b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Trust that no other order or consent is required; and

(c) An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds

therefore), (ii) the status of the Trust with regard to the Investment Company Act of 1940, as amended, and (iii) the due and proper listing of the Shares on all applicable securities exchanges.

Section 9.4. The Bank agrees that all records listed on Schedule A hereto or otherwise prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder as required by applicable law are the property of the Trust and will be preserved, maintained and made available upon reasonable request, and will be surrendered promptly to the Trust on and in accordance with its request.

Section 9.5. Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Trust or the Bank and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Trust or the Bank a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if: (a) it is necessary for the Bank to release such information in connection with the provision of services under this Agreement; (b) it is already known to the receiving party at the time it is obtained; (c) it is or becomes publicly known or available through no wrongful act of the receiving party; (d) it is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (e) it is released by the protected party to a third party without restriction; (f) it is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted); (g) it is relevant to the defense of any claim or cause of action asserted against the receiving party; (h) it has been or is independently developed or obtained by the receiving party; or (i) it is necessary for Bank to release such information to the Bank's internal or external accountants or legal counsel who are subject to a duty of confidentiality. Bank acknowledges and agrees that in connection with its services under this Agreement it receives non-public confidential portfolio holdings information ("Portfolio Information") with respect to the Trust. Bank agrees that, subject to the foregoing provisions of and the exceptions set forth in this Section 9.5 (other than the exception set forth above in this Section 9.5 as sub-item (a), which exception set forth in sub-item
(a) shall not be applicable to the Trust's Portfolio Information), Bank will keep confidential the Trust's Portfolio Information and will not disclose the Trust's Portfolio Information other than pursuant to a written instruction from the Trust; provided that without the need for such a written instruction and notwithstanding any other provision of this Section 9.5 to the contrary, the Trust's Portfolio Information may be disclosed to third party pricing services

which are engaged by Bank in connection with the provision of services under this Agreement and which shall be subject to a duty of confidentiality with respect to such Portfolio Information.

Section 9.6. In case of any requests or demands for the inspection of the Shareholder records of a Fund of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Section 9.7. The Bank shall file such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Trust and shall withhold such sums as are required to be withheld by applicable law.

Section 9.8. From time to time as requested by the Trust, the Bank shall provide to the Trust such certifications and sub-certifications, in the form reasonably agreed to by the Trust and Bank, with respect to Form N-Qs, Form N-CSRs, compliance policies and procedures under Rule 38a-1 under the Investment Company Act of 1940, as amended, and such other matters that may be reasonably requested by the Trust or the Trust's Chief Compliance Officer from time to time. In addition, the Bank will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to enable the Trust to fulfill its obligations under Rule 38a-1 of the Investment Company Act of 1940, as amended.

SECTION 10. TERMINATION OF AGREEMENT.

Section 10.1. Either of the parties may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall not be less than ninety (90) days after the date of giving such notice.

Section 10.2. Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust. Additionally, the Bank reserves the right to charge for any other reasonable expenses associated with such termination.

Section 10.3. The terms of Section 2 and Section 6 shall survive the termination of this Agreement.

SECTION 11. ADDITIONAL FUNDS.

Section 11.1. In the event that the Trust establishes one or more additional Funds with respect to which it desires to have the Bank render services as transfer agent under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees in writing to provide such services, such additional issuance shall become Shares hereunder and Exhibit A shall be amended to include the Fund.

SECTION 12. ASSIGNMENT.

Section 12.1. Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

Section 12.2. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

SECTION 13. SEVERABILITY AND BENEFICIARIES.

Section 13.1. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

SECTION 14. AMENDMENT.

Section 14.1. This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Trust.

SECTION 15. NEW YORK LAW TO APPLY

Section 15.1. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and the Bank hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

SECTION 16. MERGER OF AGREEMENT.

Section 16.1. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

SECTION 17. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

Section 17.1. It is expressly acknowledged and agreed that the obligations of the Trust (and Funds thereof) hereunder shall not be binding upon any of the

shareholders, Trustees, officers, employees or agents of the Trust (and Funds thereof), personally, but shall bind only the trust property of the Trust and the applicable Fund, as provided in the Trust's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust and the applicable Fund as provided in the Trust's Declaration of Trust.

Section 17.2. This Agreement is an agreement entered into between the Bank and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the Bank shall look for payment of such obligation solely to the assets of the Fund to which such obligation relates with the same effect as if the Bank had separately contracted with the Trust by separate written instrument with respect to each Fund.

Section 17.3. As used herein, the "applicable Fund" shall be each Fund in respect of which any amount due the Bank arises, and if any amount due the Bank arises in respect of more than one Fund, the same shall be allocated by the Bank among such Funds in accordance with Section 17.2. Any amounts due the Bank which may not be allocated in accordance with the preceding sentence shall constitute General Liabilities as defined in the Trust's Declaration of Trust and allocated by the Trust and paid in accordance with the provisions thereof.

SECTION 18. NOTICES.

Section 18.1. Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing in English and shall be deemed to have been sufficiently given when received by the intended party, if delivered personally at the address set forth below for the intended party during normal business hours at such address, if sent by facsimile transmission to the respective facsimile transmission numbers of the parties set forth below, or if sent by recognized overnight courier service or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Trust: First Trust Exchange-Traded Fund IV 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Attention: General Counsel Facsimile: 630-517-7437 Confirm: 630-765-8798

If to BNYM:      The Bank of New York Mellon
                 101 Barclay Street, 20W
                 New York, New York  10286
                 Attention:  Rosalia A. Koopman
                 Facsimile:  212 815-4647

Confirm: 212 815-2948

Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other parties hereto given in accordance with this Section.

SECTION 19. COUNTERPARTS.

Section 19.1. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

FIRST TRUST EXCHANGE-TRADED FUND IV

By: /s/
   ------------------------------------------------

   Name:
   ------------------------------------------------

   Title:
   ------------------------------------------------

THE BANK OF NEW YORK MELLON

By: /s/
   ------------------------------------------------

   Name:
   ------------------------------------------------

   Title:
   ------------------------------------------------

EXHIBIT A

Funds of First Trust Exchange-Traded Fund IV

As of ___________

First Trust North American Energy Infrastructure Fund

SCHEDULE A

BOOKS AND RECORDS TO BE MAINTAINED BY BANK

Source Documents requesting Creations and Redemptions

Correspondence/AP Inquiries

Reconciliations, bank statements, copies of canceled checks, cash proofs

Daily/Monthly reconciliation of outstanding units between the Trust and DTC

Net Asset Computation Documentation

Dividend Records

Year-end Statements and Tax Forms

Information obtained pursuant to Schedule B to the extent required to be preserved under applicable law

EXHIBIT B

FORM OF PARTICIPANT AGREEMENT

To be provided

SCHEDULE B

ANTI-MONEY LAUNDERING SERVICES

I. Subscriber Identification and Verification:

The following information will be obtained with respect to each shareholder or potential shareholders:

(a) Natural Persons

o Full name (i.e., no initial for a first name);

o Full residence address, including apartment number and standardized country code;

o Nationality;

o Occupation

o A copy of a utility bill to verify the residence address;

o Social security number (U.S. Persons) and a photocopy of passport or driver's license bearing a photograph and signature to verify identity and nationality;

o Information regarding the legal capacity in which person is acting (i.e., on his or her own behalf, or on behalf of another person or legal entity);

o Information regarding the identity of any ultimate beneficial owners of the interest; and

o Identification of the source of person's (or, if the person is acting on behalf of another person or legal entity, such third party's) funds, including (1) the name and address of the remitting financial institution, name and address of the person and the person's account number, and (2) a statement of what transaction or business generated the funds.

(b) Legal Entities

o Full legal name;

o Type of entity;

o Description of business;

o Jurisdiction in which organized;

o Registered address;

o Business address;

o Taxpayer Identification Number (U.S. entities) and a photocopy of the authorized signatory's passport or driver's license;

o Certified copy of Charter Documents;

o List/register of directors; and

o Identification of the source of the entity's (or, if the entity is acting on behalf of another person or legal entity, such third party's) funds, including (1) the name and address of the remitting financial institution, name and address of

the entity and the entity's account number, and (2) a statement of what transaction or business generated the funds.

Bank's review of such information shall include: an examination of the subscription application or other identification documents provided by the person or entity to determine if the same has been completed, but without verifying the same except as set forth above. Any inability on the part of Bank to obtain or verify the information as set forth above shall be reported to the Fund's Money Laundering Reporting Officer or equivalent (as identified by the Fund to Bank from time to time) for further disposition.

II. OFAC and Other Verifications

Bank shall verify that each person or entity is not (a) a designated national and blocked person as identified on the most recently updated U.S. Department of Treasury Office Foreign Assets Control (OFAC) List, and (b) a senior foreign political figure, their immediate family members and close associates, or any foreign shell bank; provided that with respect to (II)(b) hereof, Bank's verifications shall be based solely upon the representations (if any) made in the Subscription Agreement applicable to the Funds of the Trust.

III. Monitoring and Reporting

The following will be monitored for significant changes or inconsistencies in the pattern of transactions by a person or entity and a report of any such changes or inconsistencies shall be made promptly to the Trust's Money Laundering Reporting Officer or equivalent (as identified by the Trust to Bank from time to time) for further disposition:

o Subscription and redemption payments

o Frequency

o Amount

o Geographic origin/destination

o Account signatories

APPENDIX A

1. License; Use. (a) This Appendix I shall govern use by FIRST TRUST EXCHANGE-TRADED FUND IV (the "Trust") of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York Mellon and its affiliates (herein "BNYM") may provide in connection with the services as Custodian pursuant to the annexed Custody Agreement (the "Agreement"), such as The Bank of New York Mellon Inform (TM) and The Bank of New York Mellon CA$H-Register Plus(R), and any computer software, proprietary data and documentation provided by BNYM to the Trust in connection therewith (collectively, the "ELECTRONIC SERVICES"). In the event of any conflict between the terms of this Appendix I and the main body of this Agreement with respect to the Trust's use of the Electronic Services, the terms of this Appendix I shall control.

(b) BNYM grants to the Trust a personal, nontransferable and nonexclusive license to use the Electronic Services to which the Trust subscribes solely for the purpose of transmitting instructions and information ("Written Instructions"), obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with BNYM in connection with the Trust's relationship with BNYM, as Custodian pursuant to the Agreement. The Trust shall use the Electronic Services solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Trust or any other person with respect to the Electronic Services. The Trust acknowledges that BNYM and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof (unless such information was provided by the Trust). The Trust further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by BNYM or its suppliers. The Trust shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Trust attempt to decompile, reverse engineer or modify the Electronic Services. The Trust may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without BNYM's prior written consent. The Trust may not remove any statutory copyright notice or other notice included in the Electronic Services. The Trust shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNYM's request.

(c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties ("Third Party Data"), such as pricing data and indicative data, and services supplied by third parties ("Third Party Services") such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNYM believes to be reliable but, except to the extent otherwise expressly provided in the Agreement with respect to the duties of BNYM as Custodian, are provided without any

independent investigation by BNYM. BNYM and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete or current. Third Party Data and Third Party Services are proprietary to their suppliers, are provided solely for the Trust's internal use, and may not be reused, disseminated or redistributed in any form. The Trust shall not use any Third Party Data in any manner that would act as a substitute for obtaining a license for the data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. BNYM AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNYM's suppliers of Third Party Data and Services are intended third party beneficiaries of this
Section 1(c) and Section 5 below.

(d) The Trust understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNYM makes no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of viruses or other contamination), or any products or services sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Trust and the Trust accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNYM's endorsement, authorisation or sponsorship of such site or any products and services available from such site.

2. Equipment. The Trust shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize and obtain access to the Electronic Services, and BNYM shall not be responsible for the reliability or availability of any such equipment or services.

3. Proprietary Information. The Electronic Services, and any proprietary data (including Third Party Data), processes, software, information and documentation made available to the Trust (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the "Information"), are the exclusive and confidential property of BNYM or its suppliers. However, for the avoidance of doubt, reports generated by the Trust containing information relating to its account(s) (except for Third Party Data contained therein) are not deemed to be within the meaning of the term "Information." The Trust shall keep the Information confidential by using the same care and discretion that the Trust uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the licenses granted herein for any reason, the Trust shall return to BNYM any and all copies of the Information which are in its possession or under its control (except that the Trust may retain reports containing Third Party Data, provided that such Third Party Data remains subject to the provisions of this Appendix). The provisions of this Section 3 shall not affect the copyright status of any of the Information which may be copyrighted and shall apply to all information whether or not copyrighted.

4. Modifications. BNYM reserves the right to modify the Electronic Services from time to time. The Trust agrees not to modify or attempt to modify the Electronic Services without BNYM's prior written consent. The Trust

acknowledges that any modifications to the Electronic Services, whether by the Trust or BNYM and whether with or without BNYM's consent, shall become the property of BNYM.

5. NO REPRESENTATIONS OR WARRANTIES; LIMITATION OF LIABILITY. BNYM AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ELECTRONIC SERVICES OR ANY THIRD PARTY DATA OR THIRD PARTY SERVICES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE ELECTRONIC SERVICES, THIRD PARTY DATA AND THIRD PARTY SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BNYM OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH CUSTOMER MAY INCUR IN CONNECTION WITH THE ELECTRONIC SERVICES, THIRD PARTY DATA OR THIRD PARTY SERVICES, EVEN IF BNYM OR SUCH SUPPLIER KNEW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BNYM OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

6. Security; Reliance; Unauthorized Use; Funds Transfers. BNYM will establish security procedures to be followed in connection with the use of the Electronic Services, and the Trust agrees to comply with the security procedures. The Trust understands and agrees that the security procedures are intended to determine whether instructions received by BNYM as Custodian through the Electronic Services are authorized but are not (unless otherwise specified in writing) intended to detect any errors contained in such instructions. The Trust will cause all persons utilizing the Electronic Services to treat any user and authorization codes, passwords, authentication keys and other security devices with the highest degree of care and confidentiality. Upon termination of the Trust's use of the Electronic Services, the Trust shall return to BNYM any security devices (e.g., token cards) provided by BNYM. BNYM is hereby irrevocably authorized to comply with and rely upon on Written Instructions and other communications, whether or not authorized, received by it through the Electronic Services. The Trust acknowledges that it has sole responsibility for ensuring that only Authorized Persons (as defined in the Agreement) use the Electronic Services and that to the fullest extent permitted by applicable law BNYM shall not be responsible nor liable for any unauthorized use thereof or for any losses sustained by the Trust arising from or in connection with the use of the Electronic Services or BNYM's reliance upon and compliance with Written Instructions and other communications received through the Electronic Services. With respect to instructions for a transfer of funds issued through the Electronic Services, when instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), BNYM, its affiliates, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party

different than the party named. Such reliance on a unique identifier shall apply to beneficiaries named in such instructions as well as any financial institution which is designated in such instructions to act as an intermediary in a funds transfer. It is understood and agreed that unless otherwise specifically provided herein, and to the extent permitted by applicable law, the parties hereto shall be bound by the rules of any funds transfer system utilized to effect a funds transfer hereunder.

7. Acknowledgments. BNYM, as Custodian, shall acknowledge through the Electronic Services its receipt of each Written Instruction communicated through the Electronic Services, and in the absence of such acknowledgment BNYM shall not be liable for any failure to act in accordance with such Written Instruction and the Trust may not claim that such Written Instruction was received by BNYM. The Custodian may in its discretion decline to act upon any instructions or communications that are insufficient or incomplete (and in such event, the Custodian shall use commercially reasonable efforts to advise the Trust of any instruction or communication which it determines to be insufficient or incomplete in such manner that the Trust may submit a revised instruction or communication) or are not received by the Custodian by the time specified in the Agreement for the Custodian to act upon, or in accordance with such, instructions or communications.

8. Viruses. Each of the Trust and BNYM, as Custodian, agrees to use reasonable efforts to prevent the transmission through the Electronic Services of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Electronic Services.

9. Encryption. The Trust acknowledges and agrees that encryption may not be available for every communication through the Electronic Services, or for all data. The Trust agrees that BNYM may deactivate any encryption features at any time, without notice or liability to the Trust, for the purpose of maintaining, repairing or troubleshooting its systems.

10. On-Line Inquiry and Modification of Records. In connection with the Trust's use of the Electronic Services, BNYM may, at the Trust's request, permit the Trust to enter data directly into a BNYM database for the purpose of modifying certain information maintained by BNYM's systems, including, but not limited to, change of address information. To the extent that the Trust is granted such access, the Trust agrees to indemnify and hold BNYM harmless from all loss, liability, cost, damage and expense (including attorney's fees and expenses) to which BNYM may be subjected or which may be incurred in connection with any claim which may arise out of or as a result of changes to BNYM database records initiated by the Trust.

11. Agents. The Trust may, on advance written notice to the BNYM, permit its agents and contractors who are not otherwise identified as Authorized Persons ("Agents") to access and use the Electronic Services on the Trust's behalf, except that the BNYM reserves the right to prohibit the Trust's use of any particular Agent for any reason. The Trust shall require its Agent(s) to agree in writing to be bound by the terms of the Agreement and this Appendix, and the Trust shall be liable and responsible for any act or omission of such Agent in the same manner, and to the same extent, as though such act or omission

were that of the Trust. Each submission of a Written Instruction or other communication by the Agent through the Electronic Services shall constitute a representation and warranty by the Trust that the Agent continues to be duly authorized by the Trust to so act on its behalf and the BNYM may rely on the representations and warranties made herein in complying with such Written Instruction or communication. Any Written Instruction or other communication through the Electronic Services by an Agent shall be deemed that of the Trust, and the Trust shall be bound thereby whether or not authorized. The Trust may, subject to the terms of this Appendix and upon advance written notice to the Bank, provide a copy of the Electronic Service user manuals to its Agent if the Agent requires such copies to use the Electronic Services on the Trust's behalf. Upon cessation of any such Agent's services, the Trust shall promptly terminate such Agent's access to the Electronic Services, retrieve from the Agent any copies of the manuals and destroy them, and retrieve from the Agent any token cards or other security devices provided by BNYM and return them to BNYM.

12. Proprietary Rights. Notwithstanding Section 5, all intellectual property rights in the Electronic Services are either owned by BNYM or secured by it for use as contemplated hereunder.

On-line communications terms.doc
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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

AGREEMENT made as of _________, 20__, by and between First Trust Exchange-Traded Fund IV (the "Trust"), and The Bank of New York Mellon, a New York banking corporation ("BNYM").

WITNESSETH:

WHEREAS, the Trust is an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust, so authorized, intends that this Agreement be applicable to each of its series as set forth on Exhibit A (each such series together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 12 herein, being referred to as a "Fund" and collectively as the "Funds"); and

WHEREAS, the Trust desires to retain BNYM to provide for the Funds the services described herein, and BNYM is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

1. Appointment. The Trust hereby appoints BNYM as its agent for the term of this Agreement to perform the services described herein. BNYM hereby accepts such appointment and agrees to perform the duties hereinafter set forth.

2. Representations and Warranties. The Trust hereby represents and warrants to BNYM, which representations and warranties shall be deemed to be continuing, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms;

(c) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or

judgment binding on it and no provision of its Declaration of Trust or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and

(d) To the extent the performance of any services described in Schedule II attached hereto by BNYM in accordance with the then effective Prospectus (as hereinafter defined) for any Fund would violate any applicable laws or regulations, the Trust shall immediately so notify BNYM in writing and thereafter shall either furnish BNYM with the appropriate values of securities, net asset value or other computation, as the case may be, or, subject to the prior approval of BNYM, instruct BNYM in writing to value securities and/or compute net asset value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Trust that the same is consistent with all applicable laws and regulations and with its Prospectus.

3. Delivery of Documents. (a) The Trust will promptly deliver to BNYM true and correct copies of each of the following documents as currently in effect and will promptly deliver to it all future amendments and supplements thereto, if any:

(i) The Trust's Declaration of Trust or other organizational document and all amendments thereto (the "Trust Agreement");

(ii) The Trust's bylaws (the "Bylaws");

(iii) Resolutions of the Trust's Board of Trustees authorizing the execution, delivery and performance of this Agreement by the Trust;

(iv) The registration statement most recently filed with the Securities and Exchange Commission (the "SEC") relating to the shares of each Fund (each, a "Registration Statement");

(v) The Trust's Notification of Registration under the 1940 Act on Form N-8A filed with the SEC; and

(vi) The Prospectus and Statement of Additional Information pertaining to each Fund (collectively, the "Prospectus").

(b) The copy of the Trust Agreement shall be certified by the Secretary of State (or other appropriate official) of the state of organization, and if the Trust Agreement is required by law also to be filed with a county or other officer or official body, a certificate of such filing shall be filed with a certified copy submitted to BNYM. Each copy of the Bylaws, Registration Statement and Prospectus, and all amendments thereto, and copies of Board resolutions, shall be certified by the Secretary or an Assistant Secretary of the Trust.

(c) It shall be the sole responsibility of the Trust to deliver to BNYM the currently effective Prospectus for each Fund and BNYM shall not be deemed to have notice of any information contained in such Prospectus until it is actually received by BNYM.

4. Duties and Obligations of BNYM. (a) Subject to the direction and control of the Trust's Trustees and the provisions of this Agreement, BNYM shall provide to the Trust (i) the administrative services set forth on Schedule I attached hereto and (ii) the valuation and computation services listed on Schedule II attached hereto.

(b) In performing hereunder, BNYM shall provide, at its expense, office space, facilities, equipment and personnel.

(c) BNYM shall not provide any services relating to the management, investment advisory or sub-advisory functions of the Trust, distribution of shares of any Fund, maintenance of the Trust's financial records, except to the extent specifically set forth herein or other services normally performed by the Trusts' respective counsel or independent auditors.

(d) Upon receipt of the Trust's prior written consent (which shall not be unreasonably withheld), BNYM may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Trust consent shall be required for any such delegation to any other subsidiary of The Bank of New York Mellon Corporation. BNYM shall not be liable to the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent unaffiliated with BNYM and utilized hereunder so long as BNYM acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent, provided, however, that BNYM shall use commercially reasonable efforts to pursue any rights or remedies in respect of such loss or damage which BNYM may have against any such unaffiliated delegee or agent in the event of its default; any recovery shall be for the account of the Trust and applicable Fund, and BNYM shall be reimbursed by the Trust on behalf of the applicable Fund for any cost incurred in pursuing the same.

(e) The Trust shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with BNYM and to provide BNYM, upon request, with such information or documents relating to the Trust as is within the possession or knowledge of such persons, in order to enable BNYM to perform its duties hereunder. In connection with its duties hereunder, BNYM shall be entitled to rely, and shall be held harmless by the Trust when acting in reliance, upon the instructions, advice or any documents provided to BNYM from (i) a person reasonably believed by BNYM to have been identified by the Trust as authorized to give advice on behalf of the Trust or its advisors (each an "Authorized Person"), (ii) Trust counsel, (iii) the Trust's independent accountants, (iv) the Trust's adviser and (v) the Trust's distributor. BNYM shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Trust to cause any information, documents or advice from legal counsel or independent accountants to be provided to BNYM as provided herein. All fees or costs charged by such persons shall be borne by the Trust.

(f) Nothing in this Agreement shall limit or restrict BNYM, any affiliate of BNYM or any officer or employee thereof from acting for the Trust or any Fund in other capacities or acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder. The Trust acknowledges that in performing services under this Agreement, BNYM may be required to review or calculate amounts due BNYM or its affiliates from the Trust and its respective Funds, and agrees that such conflicting interests shall not prevent BNYM from so acting.

(g) The Trust shall furnish BNYM with any and all instructions, explanations, information, specifications and documentation deemed necessary by BNYM in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of liabilities and expenses for each Fund. BNYM shall not be required to include as liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Trust shall have specified to BNYM the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. The Trust shall also furnish BNYM with bid, offer, or market values of the portfolio securities ("Securities") of any Fund if BNYM notifies the Trust that same are not available to BNYM from a security pricing or similar service utilized, or subscribed to, by BNYM which BNYM in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Trust also may furnish BNYM with bid, offer, or market values of Securities and instruct BNYM to use such information in its calculations hereunder. BNYM shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNYM be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Trust.

(h) BNYM may apply to an officer of the Trust for written instructions with respect to any matter arising in connection with BNYM's performance hereunder for the Trust, and BNYM shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of BNYM, set forth in writing any action proposed to be taken or omitted to be taken by BNYM with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and BNYM shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNYM has received written instructions in response to such application specifying the action to be taken or omitted.

(i) If BNYM shall be in doubt as to any question of law pertaining to any action it should or should not take, BNYM may, with prior notice to the Trust, request advice from outside counsel of its own choosing (who may be counsel for the Trust, the Trust's investment adviser or BNYM, at the option of BNYM), provided, however, that the Trust may request BNYM to obtain and consider advice of counsel for the Trust or its investment advisor before engaging counsel of its own choosing. Expense of counsel to the Trust or its investment advisor

shall be borne by the Trust on behalf of the applicable Fund; expense of other counsel shall be borne by BNYM.

(j) Notwithstanding any other provision contained in this Agreement or Schedule I or II attached hereto, BNYM shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, any Fund (ii) the taxable nature or effect on any Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by any Fund to its shareholders, or (iv) the effect under any federal, state, or foreign income tax laws of any Fund making or not making any distribution or dividend payment, or any election with respect thereto.

(k) BNYM shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedules I and II attached hereto, and no covenant or obligation shall be implied against BNYM in connection with this Agreement.

(l) BNYM, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by any Authorized Person on behalf of the Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the liabilities and expenses of any Fund; the amounts receivable and the amounts payable on the sale or purchase of Securities; and amounts receivable or amounts payable for the sale or redemption of the shares of any Fund effected by or on behalf of the Trust. In the event BNYM's computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNYM which BNYM in its judgment deems reliable, BNYM shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNYM shall not be required to inquire into any valuation of securities or other assets by the Trust or any third party described in this paragraph (l) even though BNYM in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.

(m) BNYM, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to any Fund is or will be actually paid, but will accrue such interest until otherwise instructed by the Trust.

(n) BNYM shall not be responsible for delays or errors which occur by reason of circumstances beyond its control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within

or without BNYM, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, communications or computer (hardware or software) services. Nor shall BNYM be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNYM to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNYM in the performance of its duties under this Agreement.

5. Allocation of Expenses. Except as otherwise provided herein, all costs and expenses arising or incurred in connection with the performance of this Agreement shall be paid by the Trust, including but not limited to, organizational costs and costs of maintaining the existence of the Trust and the various Funds, taxes, interest, brokerage fees and commissions, insurance premiums, compensation and expenses of the Trust's Trustees, directors, officers or employees, legal, accounting and audit expenses, management, advisory, sub-advisory, administration and shareholder servicing fees, charges of custodians, transfer and dividend disbursing agents, expenses (including clerical expenses) incident to the issuance, redemption or repurchase of the shares of any Fund, fees and expenses incident to the registration or qualification under federal or state securities laws of the Trust, any Fund or the shares of any Fund, costs (including printing and mailing costs) of preparing and distributing Prospectuses, reports, notices and proxy material to the shareholders of any Fund, all expenses incidental to holding meetings of the Trust's Trustees, directors and shareholders, and extraordinary expenses as may arise, including litigation affecting the Trust or any Fund and legal obligations relating thereto for which the Trust may have to indemnify its Trustees, directors and officers.

6. Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNYM shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by the Trust or any Fund, except those costs, expenses, damages, liabilities or claims arising out of BNYM's own negligence or willful misconduct. In no event shall BNYM be liable to the Trust, any Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNYM shall be liable to the Trust and the applicable Fund for direct money damages caused by BNYM's own negligence or willful misconduct. BNYM shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNYM's control, unless such loss, damage or expense arises out of the negligence or willful misconduct of BNYM.

(b) The Trust on behalf of the applicable Fund shall indemnify and hold harmless BNYM from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by the Trust), and reasonable attorneys' and accountants' fees relating thereto, which are sustained or incurred or which may be asserted against BNYM, by reason of or as a result of any action taken or omitted to be taken by BNYM in good faith hereunder or in reliance upon (i) any

law, act, regulation or interpretation of the same, (ii) the Registration Statement or Prospectus of any Fund, (iii) any instructions of an Authorized Person, or (iv) any opinion of legal counsel for the Trust or BNYM, or arising out of transactions or other activities of the Trust which occurred prior to the commencement of this Agreement; provided, that neither the Trust nor any applicable Fund shall indemnify BNYM for costs, expenses, damages, liabilities or claims for which BNYM is liable under preceding 6(a). This indemnity shall be a continuing obligation of the Trust on behalf of the applicable Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Trust on behalf of the applicable Fund shall indemnify BNYM against and save BNYM harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:

(i) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNYM by any third party described above in 4(e) or 4(h) above;

(ii) Action or inaction taken or omitted to be taken by BNYM pursuant to written or oral instructions of the Trust or otherwise without negligence or willful misconduct;

(iii) Any action taken or omitted to be taken by BNYM in good faith in accordance with the advice or opinion of counsel for the Trust or its own outside counsel;

(iv) Any improper use by the Trust or its agents, distributor or investment advisor of any valuations or computations supplied by BNYM pursuant to this Agreement;

(v) The method of valuation of the securities and the method of computing each Fund's net asset value; or

(vi) Any valuations of securities or net asset value provided by the Trust.

(c) Actions taken or omitted in reliance on oral or written instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BNYM to be genuine or bearing the signature of a person or persons believed to be authorized to sign, countersign or execute the same, or upon the opinion of legal counsel for the Trust or its own outside counsel, shall be conclusively presumed to have been taken or omitted in good faith.

7. Record Retention and Confidentiality. (a) BNYM shall keep and maintain on behalf of the Trust all books and records which the Trust and BNYM are, or may be, required to keep and maintain in connection with the services to be provided hereunder pursuant to any applicable statutes, rules and regulations, including, without limitation, Rules 31a-1 and 31a-2 under the 1940 Act. BNYM further agrees that all such books and records shall be the property of the

Trust and to make such books and records available for inspection by the Trust, by the investment adviser to the Trust, or by the SEC at reasonable times.

(b) Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (1) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Trust or BNYM and their respective subsidiaries and affiliated companies; (2) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Trust or BNYM a competitive advantage over its competitors; (3) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (4) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if: (a) it is necessary for BNYM to release such information in connection with the provision of services under this Agreement; (b) it is already known to the receiving party at the time it is obtained; (c) it is or becomes publicly known or available through no wrongful act of the receiving party; (d) it is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (e) it is released by the protected party to a third party without restriction; (f) it is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted); (g) it is relevant to the defense of any claim or cause of action asserted against the receiving party; (h) it has been or is independently developed or obtained by the receiving party; or (i) it is necessary for BNYM to release such information to BNYM's internal or external accountants or legal counsel who are subject to a duty of confidentiality. BNYM acknowledges and agrees that in connection with its services under this Agreement it receives non-public confidential portfolio holdings information ("Portfolio Information") with respect to the Trust. BNYM agrees that, subject to the foregoing provisions of and the exceptions set forth in this Section 7(b) (other than the exception set forth above in this Section 7(b) as sub-item (1), which exception set forth in sub-item (1) shall not be applicable to the Trust's Portfolio Information), BNYM will keep confidential the Trust's Portfolio Information and will not disclose the Trust's Portfolio Information other than pursuant to a written instruction from the Trust; provided that without the need for such a written instruction and notwithstanding any other provision of this Section 7(b) to the contrary, the Trust's Portfolio Information may be disclosed to third party pricing services which are engaged by BNYM in connection with the provision of services under this Agreement and which shall be subject to a duty of confidentiality with respect to such Portfolio Information.

8. Regulation S-P. BNYM agrees to make reasonable efforts to adhere to the Trust's policy regarding the use of shareholder and potential shareholder information as required by Regulation S-P. BNYM shall be free to share information regarding shareholders and potential shareholders of the Funds of

the Trust, on an as needed basis in order to fulfill its role as administrator, with other authorized agents of the Trust including service providers and brokers. BNYM shall also be free to provide such information to its internal and external auditors, counsel and accountants, its regulators and examiners, and to any other person when advised by its counsel that it could be liable for failure to provide such information.

9. Compensation. For the services provided hereunder, the Trust agrees to pay BNYM such compensation as is mutually agreed from time to time and such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, record retention costs, reproduction charges and transportation and lodging costs) as are incurred by BNYM in performing its duties hereunder. Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid monthly. The Trust authorizes BNYM to debit the custody account of the applicable Fund for all amounts due and payable by such Fund or the Trust in respect of such Fund in connection with any and all obligations of the Trust in respect of such Fund to BNYM under this Agreement. BNYM shall deliver to the Trust invoices for services rendered after debiting the applicable custody account with an indication that payment has been made. Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNYM, the Trust's net asset value shall be computed at the times and in the manner specified in the Prospectus of the respective Fund.

10. Term of Agreement. (a) This Agreement shall continue until terminated by either BNYM giving to the Trust, or the Trust giving to BNYM, a notice in writing specifying the date of such termination, which date shall be not less than 90 days after the date of the giving of such notice. Upon termination hereof, the Trust shall pay to BNYM such compensation as may be due as of the date of such termination, and shall reimburse BNYM for any disbursements and expenses made or incurred by BNYM and payable or reimbursable hereunder.

(b) Notwithstanding the foregoing, BNYM may terminate this Agreement upon 30 days prior written notice to the Trust if the Trust shall terminate its custody agreement with The Bank of New York Mellon, or fail to perform its obligations hereunder in a material respect.

11. Authorized Persons. Attached hereto as Exhibit B is a list of persons duly authorized by the Trustees of the Trust to execute this Agreement and give any written or oral instructions, or written or oral specifications, by or on behalf of the Trust. From time to time the Trust may deliver a new Exhibit B to add or delete any person and BNYM shall be entitled to rely on the last Exhibit B actually received by BNYM.

12. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by BNYM and the Trust, and authorized or approved by the Trust's Trustees. Notwithstanding the foregoing, in the event that the Trust establishes one or more series of shares in addition to the Funds listed on Exhibit A attached hereto with respect to which it desires to have BNYM render services under the terms hereof and if BNYM wishes to provide such services, the parties will execute a revised Exhibit A adding such additional

series. Upon execution of such revised Exhibit A, the series so added shall become a Fund hereunder.

13. Assignment. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of BNYM, or by BNYM without the written consent of the Trust accompanied by the authorization or approval of the Trust's Trustees.

14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. The Trust hereby consents to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder, and waives to the fullest extent permitted by law its right to a trial by jury. To the extent that in any jurisdiction the Trust may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Trust irrevocably agrees not to claim, and it hereby waives, such immunity.

15. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

16. No Waiver. Each and every right granted to BNYM hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of BNYM to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by BNYM of any right preclude any other or future exercise thereof or the exercise of any other right.

17. Limitations of Liability of the Trustees and Shareholders. (a) It is expressly acknowledged and agreed that the obligations of the Trust (and Funds thereof) hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust (and Funds thereof), personally, but shall bind only the trust property of the Trust and the applicable Fund, as provided in the Trust's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust and the applicable Fund, as provided in the Trust's Declaration of Trust.

(b) This Agreement is an agreement entered into between BNYM and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, BNYM shall look for payment of such obligation solely to the assets of the Fund to which such obligation relates

with the same effect as if BNYM had separately contracted with the Trust by separate written instrument with respect to each Fund.

(c) As used herein, the "applicable Fund" shall be each Fund in respect of which any amount due BNYM arises, and if any amount due BNYM arises in respect of more than one Fund, the same shall be allocated by BNYM among such Funds in accordance with Section 17(b) hereof. Any amounts due BNYM which may not be allocated in accordance with the preceding sentence shall constitute General Liabilities as defined in the Trust's Declaration of Trust and allocated by the Trust and paid in accordance with the provisions thereof.

18. Notices. Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing in English and shall be deemed to have been sufficiently given when received by the intended party, if delivered personally at the address set forth below for the intended party during normal business hours at such address, if sent by facsimile transmission to the respective facsimile transmission numbers of the parties set forth below, or if sent by recognized overnight courier service or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Trust: First Trust Exchange-Traded Fund IV 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Attention: General Counsel Facsimile: 630-517-7437 Confirm: 630-765-8798

If to BNYM:      The Bank of New York Mellon
                 101 Barclay Street, 20W
                 New York, New York  10286
                 Attention:  Rosalia Koopman
                 Facsimile:  212-815-2948

Confirm: 212-815-4647

Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other parties hereto given in accordance with this Section.

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts together shall constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the day and year first above written.

FIRST TRUST EXCHANGE-TRADED FUND IV

By: /s/
   ------------------------------------------------

   Title:
   ------------------------------------------------

THE BANK OF NEW YORK MELLON

By: /s/
   ------------------------------------------------

   Title:
   ------------------------------------------------

EXHIBIT A

First Trust North American Energy Infrastructure Fund

EXHIBIT B

I, ________________, General Counsel of First Trust Advisors L.P. and Secretary of FIRST TRUST EXCHANGE-TRADED FUND IV, a Massachusetts business trust (the "Trust"), do hereby certify that:

The following individuals serve in the following positions with the First Trust Advisors L.P., and each has been duly authorized by the Board of Trustees of the Trust to give written or oral instructions or written or oral specifications by or on behalf of the Trust to BNYM and the signatures set forth opposite their respective names are their true and correct signatures.

NAME POSITION SIGNATURE

SCHEDULE I

ADMINISTRATIVE SERVICES

1. Oversee the maintenance by the Trust's custodian of certain books and records of the Trust as required under Rule 31a-1(b) of the 1940 Act.

2. Establish appropriate expense accruals, maintain expense files and coordinate the payment of invoices.

3. Prepare for review and approval by the treasurer for the Trust, its counsel and its independent accountants financial information for the semi-annual and annual reports of the Funds of the Trust, proxy statements and other communications required or otherwise to be sent to the shareholders of a Fund or the Securities and Exchange Commission ("SEC") and arrange for the printing and dissemination of such reports and communications to record and beneficial shareholders through The Depository Trust Company.

4. Prepare federal, state and local income tax returns for each Fund and file such returns upon the approval of the Trust's independent accountants; monitor and report on Sub-Chapter M qualifications; prepare and file all Form 1099s with respect to the Trust's directors or trustees; monitor compliance with
Section 4982 of the Internal Revenue Code; calculate and maintain records pertaining to original issue discount and premium amortization as required; perform ongoing wash sales review (i.e., purchases and sales of investments of a Fund within 30 days of each other). Prepare and maintain tax lot schedules for each security purchased for each Fund.

5. Prepare and, subject to approval of the Trust's treasurer, disseminate to the Trust's board quarterly unaudited financial statements and schedules of investments of each Fund and make presentations to the board, as appropriate.

6. Prepare for review and approval by the treasurer and chief executive officer of the Trust, its counsel and its independent accountants the Trust's periodic financial reports for its respective Funds required to be filed with the SEC on Form N-SAR, Form N-Q, Form N-CSR and financial information required by Form N-1A and such other reports, forms or filings as may be mutually agreed upon.

7. Prepare recommendations as to each Fund's income and capital gains available for distribution; calculate such distributions for each Fund in accordance with applicable regulations and the distribution for each Fund in accordance with applicable regulations and the distribution policies set forth in the Fund's registration statement, and assist Trust management in making final determination of distribution amounts.

8. Oversee and review calculation of fees paid to the Trust's investment adviser, custodian and transfer agent.

9. Respond to, or refer to the Trust's officers or the distributor or the transfer agent, shareholder inquiries relating to the Trust.

10. Provide testing of portfolios on a weekly basis, to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and a Fund's Prospectus and Statement of Additional Information limitations as may be mutually agreed upon.

11. Review and provide assistance on shareholder communications.

12. Prepare for review and approval by the treasurer of the Trust, its counsel and its independent accountants and file annual and semi-annual shareholder reports with the appropriate regulatory agencies; review text of "President's letters" to shareholders and "Management's Discussion of Fund Performance" (which shall also be subject to review by the Trust's legal counsel).

13. Organize, attend and prepare minutes of shareholder meetings.

14. Counsel and assist the Trust in the handling of routine regulatory examinations and work closely with the Trust's legal counsel in response to any non-routine regulatory matters.

15. Prepare for review and approval by the treasurer for the Trust, its counsel and its independent accountants and file with the SEC amendments to the registration statement for a Fund, including updating a Fund's Prospectus and Statement of Additional Information, where applicable.

16. Prepare for review and approval by the treasurer for the Trust, its counsel and its independent accountants and file with the SEC proxy statements and proxy cards; provide consultation on proxy solicitation matters.

17. Prepare agenda and board materials for board meetings, make presentations where appropriate, prepare minutes and follow-up on matters raised at board meetings and maintain minute books.

18. Prepare and file with the SEC Rule 24f-2 notices.

19. Prepare statistical reports for outside information services (e.g., IBC/Donoghue, ICI, Lipper Analytical and Morningstar).

20. Blue Sky Services

o Subject to approval of the Trust's board of trustees and its legal counsel, perform initial registration for each Fund in such states as the Trust shall identify to the Administrator.

o Subject to approval of the Trust's board of trustees and its legal counsel, perform renewal registration for each Fund in such states as the Trust shall identify to BNYM.

o Receive nightly downloads of sales data from transfer agents.

o Update state/territory sales information for each Fund.

o Create and maintain state/territory sales information worksheets for each Fund.

o Monitor changes in Blue Sky laws and procedures for all registered states/territories.

o Subject to approval of the Trust's legal counsel, update filing requirements for all law and procedural changes.

o Communicate directly with regulatory authorities in states/territories as needed.

o Periodically attend Investment Company Institute (ICI) State Liaison Committee meetings.

21. Prepare and execute periodic certifications and sub-certifications, in a form agreed to by the Trust and BNYM, with respect to Form N-Qs, Form N-CSRs, compliance policies and procedures under Rule 38a-1 of the Investment Company Act of 1940, as amended ("Rule 38a-1"), and such other matters that may be reasonably requested by the Trust or the Trust's Chief Compliance Officer from time to time.

22. Periodically provide a written assessment of BNYM's Rule 38a-1 compliance program to the Trust in conformity with current industry standards that is reasonably acceptable to the Trust.

23. As appropriate, compute yields, total returns, expense ratios, portfolio turnover rate and, if requested, portfolio average dollar-weighted maturity.

SCHEDULE II

VALUATION AND COMPUTATION SERVICES

I. BNYM shall maintain the following records on a daily basis for each Fund.

1. Report of priced portfolio securities

2. Statement of net asset value per share

II. BNYM shall prepare on behalf of the Trust all books and records of the Trust as required by Rule 31a-1 under the 1940 Act, and as such rule or any successor rule, may be amended from time to time, that are applicable to the fulfillment of BNYM's duties hereunder, as well as any other documents necessary or advisable for compliance with applicable regulation as may be mutually agreed to between the Trust and BNYM. Without limiting the generality of the foregoing, BNYM will prepare and maintain the following records upon receipt of information in proper form from the Trust or its authorized agents for each Fund:

1. General Ledger

2. General Journal

3. Cash Receipts Journal

4. Cash Disbursements Journal

5. Subscriptions Journal

6. Redemptions Journal

7. Accounts Receivable Reports

8. Accounts Payable Reports

9. Open Subscriptions/Redemption Reports

10. Transaction (Securities) Journal

11. Broker Net Trades Reports

III. BNYM shall prepare a Holdings Ledger on a quarterly basis, and a Buy-Sell Ledger (Broker's Ledger) on a semiannual basis for each Fund. Schedule D shall be produced on an annual basis for each Fund.

The above reports may be printed according to any other required frequency to meet the requirements of the Internal Revenue Service, the Securities and Exchange Commission and the Trust's Auditors.

IV. For internal control purposes, BNYM uses the Account Journals produced by The Bank of New York Mellon Custody System to record daily settlements of the following for each Fund:

1. Securities bought

2. Securities sold

3. Interest received

4. Dividends received

5. Capital stock sold

6. Capital stock redeemed

7. Other income and expenses

All portfolio purchases for the Trust are recorded to reflect expected maturity value and total cost including any prepaid interest.

FIRST TRUST EXCHANGE-TRADED FUND IV

SUBSCRIPTION AGREEMENT

This Subscription Agreement (the "Agreement") made this ____ day of _______, 2012 by and between First Trust Exchange-Traded Fund IV, a Massachusetts business trust (the "Trust"), on behalf of its series, First Trust North American Energy Infrastructure Fund (the "Fund"), and First Trust Portfolios L.P., an Illinois limited partnership (the "Subscriber").

RECITALS:

1. The Trust has been formed for the purposes of carrying on business as an open-end management investment company;

2. The Fund is a series of the Trust; and

2. The Subscriber wishes to subscribe for and purchase, and the Trust wishes to sell to the Subscriber, ______ shares of the Fund at $___ per share.

NOW, THEREFORE, IT IS AGREED:

l. The Subscriber subscribes for and agrees to purchase from the Trust _____ shares of the Fund at $__ per share. Subscriber agrees to make payment for these shares of the Fund at such time as demand for payment may be made by an officer of the Trust.

2. The Trust, on behalf of the Fund, agrees to issue and sell said shares to Subscriber promptly upon its receipt of the purchase price.

3. To induce the Trust, on behalf of the Fund, to accept its subscription and issue the shares subscribed for, the Subscriber represents that it is informed as follows:

(a) That the shares being subscribed for have not been and will not be registered under the Securities Act of l933 ("Securities Act");

(b) That the shares will be sold by the Fund in reliance on an exemption from the registration requirements of the Securities Act;

(c) That the Trust's reliance upon an exemption from the registration requirements of the Securities Act is predicated in part on the representations and agreements contained in this Agreement;

(d) That when issued, the shares will be "restricted securities" as defined in paragraph (a)(3) of Rule l44 of the General Rules and Regulations under the Securities Act ("Rule l44") and cannot be sold or transferred by Subscriber unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available; and

(e) That there do not appear to be any exemptions from the registration provisions of the Securities Act available to the Subscriber for resale of the shares. In the future, certain exemptions may possibly become available, including an exemption for limited sales including an exemption for limited sales in accordance with the conditions of Rule l44.

The Subscriber understands that a primary purpose of the information acknowledged in subparagraphs (a) through (e) above is to put it on notice as to restrictions on the transferability of the shares.

4. To further induce the Trust, on behalf of the Fund, to accept its subscription and issue the shares subscribed for, the Subscriber:

(a) Represents and warrants that the shares subscribed for are being and will be acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distribution thereof; and

(b) Agrees that any certificates representing the shares subscribed for may bear a legend substantially in the following form:

The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of l933 or any other federal or state securities law. These shares may not be offered for sale, sold or otherwise transferred unless registered under said securities laws or unless some exemption from registration is available.

5. This Agreement and all of its provisions shall be binding upon the legal representatives, heirs, successors and assigns of the parties hereto.

6. The Trust's Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund by the Trust's officers as officers and not individually and the obligations imposed upon the Trust by this Agreement are not binding upon any of the Trust's Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund, a series of the Trust.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, this Subscription Agreement has been executed by the parties hereto as of the day and date first above written.

FIRST TRUST EXCHANGE-TRADED FUND IV, ON BEHALF OF
ITS SERIES, FIRST TRUST NORTH AMERICAN ENERGY
INFRASTRUCTURE FUND

By /s/ Mark R. Bradley
   ------------------------------------------------
   Name:  Mark R. Bradley
   Title: President

FIRST TRUST PORTFOLIOS L.P.

By /s/ James A. Bowen
   ------------------------------------------------
   Name:  James A. Bowen
   Title: President

June 13, 2012

First Trust Exchange-Traded Fund IV
120 E. Liberty Street
Wheaton, Illinois 60532

Chapman and Cutler LLP
111 West Monroe Street
Chicago, IL 60187

Re: First Trust Exchange-Traded Fund IV

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to First Trust Exchange-Traded Fund IV (the "Trust") on behalf of its series First Trust North American Energy Infrastructure Fund (the "Fund") in connection with the Trust's Pre-Effective Amendment to its Registration Statement on Form N-1A to be filed with the Securities and Exchange Commission on or about June 13, 2012 (as so amended, the "Registration Statement") with respect to the Fund's shares of beneficial interest, par value $.01 per share (the "Shares"). You have requested that we deliver this opinion to you in connection with the Trust's filing of such Registration Statement.

In connection with the furnishing of this opinion, we have examined the following documents:

(a) a certificate of the Secretary of the Commonwealth of Massachusetts as to the existence of the Trust;

(b) a copy, stamped as filed with the Secretary of the Commonwealth of Massachusetts on May 26, 2011, of the Trust's Declaration of Trust dated as of September 15, 2010 (the "Declaration");

(c) a copy of the Trust's Amended and Restated Establishment and Designation of Series effective as of December 12, 2011, as filed with the Secretary of the Commonwealth of Massachusetts on December 15, 2011 (the "Designation");

(d) a certificate executed by an appropriate officer of the Trust, certifying as to, and attaching copies of, the Trust's Declaration, Designation, By-Laws, and certain resolutions adopted by the Trustees of the Trust at a meeting held on September 20, 2010 (the "Resolutions"); and

(e) a draft of the Registration Statement received on June 6, 2012.

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We note that the Resolutions referred to in paragraph
(d) above are in draft form, and we have assumed that the Resolutions, when incorporated into the minutes of the meeting as approved by the Trustees, will be in substantially the form reviewed by us. We have also assumed that the Registration Statement, as filed with the Securities and Exchange Commission, will be in substantially the form of filing referred to in paragraph (e) above. We have further assumed that the Trust's Declaration, Designation, By-Laws and the Resolutions will not have been amended, modified or withdrawn with respect to matters relating to the Shares and will be in full force and effect on the date of the issuance of such Shares.

This opinion is based entirely on our review of the documents listed above and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

As to any opinion below relating to the due formation or existence of the Trust under the laws of the Commonwealth of Massachusetts, our opinion relies entirely upon and is limited by the certificate of public officials referred to in (a) above.

This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts, as applied by courts located in Massachusetts (other than Massachusetts securities laws, as to which we express no opinion), to the extent that the same may apply to or govern the transactions referred to herein. No opinion is given herein as to the choice of law which any tribunal may apply to such transaction. In addition, to the extent that the Trust's Declaration, Designation or By-Laws refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended, or any other law or regulation applicable to the Trust, except for the internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we have assumed compliance by the Trust with such Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, please be advised that it is our opinion that:

1. The Trust has been duly formed and is existing under the Trust's Declaration of Trust and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a "Massachusetts business trust."

2. The Shares, when issued and sold in accordance with the Trust's Declaration, Designation and By-Laws and for the consideration described in the Registration Statement, will be validly issued, fully paid and nonassessable, except that, as set forth in the Registration Statement, shareholders of the Trust may under certain circumstances be held personally liable for its obligations.

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to your reliance on this opinion in connection with your opinion to the Trust with respect to the Shares and to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ BINGHAM McCUTCHEN LLP

CHAPMAN AND CUTLER LLP 111 WEST MONROE STREET

CHICAGO, ILLINOIS 60603

June 13, 2012

First Trust Exchange-Traded Fund IV
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

Ladies and Gentlemen:

We have served as counsel for the First Trust Exchange-Traded Fund IV (the "Trust"), which proposes to offer and sell shares of each of its series (the "Shares"), First Trust North American Energy Infrastructure Fund (the "Fund"), in the manner and on the terms set forth in Amendment No. 2 and Pre-Effective Amendment No. 2 to its Registration Statement on Form N-1A filed on or about June 13, 2012 (the "Amendment") with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, respectively.

In connection therewith, we have examined such pertinent records and documents and matters of law, including the opinion of Bingham McCutchen LLP issued to the Trust or Trust's counsel upon which we have relied as they relate to the laws of the Commonwealth of Massachusetts, as we have deemed necessary in order to enable us to express the opinion hereinafter set forth.

Based upon the foregoing, we are of the opinion that:

The Shares of each Fund may be issued from time to time in accordance with the Trust's Declaration of Trust dated September 15, 2010 and the Trust's By-Laws, and subject to compliance with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and applicable state laws regulating the sale of securities and the receipt by each Fund of the purchase price of not less than the net asset value per Share, and such Shares, when so issued and sold by each Fund, will be legally issued, fully paid and non-assessable, except that, as set forth in the Amendment, shareholders of each Fund may under certain circumstances be held personally liable for its obligations.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement (File No. 333-174332) relating to the Shares referred to above, to the use of our name and to the reference to our firm in said Registration Statement.

Respectfully submitted,

/s/ CHAPMAN AND CUTLER LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Pre-Effective Amendment No. 2 to Registration Statement No. 333-174332 on Form N-1A of our report dated June 7, 2012, related to the statement of assets and liabilities of First Trust North American Energy Infrastructure Fund, appearing in the Statement of Additional Information, which is a part of such Registration Statement, and to the reference to us under the heading "Independent Registered Public Accounting Firm" in the Statement of Additional Information.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
June 13, 2012

FIRST TRUST EXCHANGE-TRADED FUND IV

DISTRIBUTION AND SERVICE PLAN

1. The Trust. First Trust Exchange-Traded Fund IV (the "Trust") is an open-end management investment company registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"), and organized as a series trust (each such series is referred to herein as a "Fund").

2. The Plan. The Trust desires to adopt a plan of distribution pursuant to Rule l2b-1 under the 1940 Act with respect to the shares of beneficial interest ("Shares") of certain of the Funds which are identified in Exhibit A hereof, and the Board of Trustees of the Trust (the "Board of Trustees") has determined that there is a reasonable likelihood that adoption of this Distribution and Service Plan (the "Plan") will benefit each such Fund (the "Designated Funds") and its holders of Shares. Accordingly, on behalf of each Designated Fund, the Trust hereby adopts this Plan in accordance with Rule 12b-1 under the 1940 Act on the following terms and conditions (capitalized terms not otherwise defined herein have the meanings assigned thereto in the Trust's registration statement under the 1940 Act and under the Securities Act of 1933, as amended, as such registration statement is amended by any amendments thereto at the time in effect).

3. The Distributor. The Trust has entered into a written Distribution Agreement with First Trust Portfolios L.P. (the "Distributor"), pursuant to which the Distributor will act as the exclusive distributor with respect to the creation and distribution of Creation Unit size aggregations of Shares as described in the Trust's registration statement ("Creation Units") of each Fund.

4. Payments. (a) The Trust may pay a monthly fee not to exceed 0.25% per annum of each Fund's average daily net assets to reimburse the Distributor for actual amounts expended to finance any activity primarily intended to result in the sale of Creation Units of each Fund or the provision of investor services, including but not limited to (i) delivering copies of the Trust's then-current prospectus to prospective purchasers of such Creation Units, statement of additional information or annual or semi-annual reports relating to the Trust;
(ii) marketing and promotional services including advertising; (iii) facilitating communications with beneficial owners of shares of the Trust, including providing explanations to owners regarding fund investment objectives and policies and other information about the Trust or any Funds thereof; (iv) delivering any notices of shareholder meetings and proxy statements accompanying such notices in connection with general and special meetings of interest holders of the Trust; and (v) such other services and obligations as are set forth in the Distribution Agreement. Such payments shall be made within ten (10) days of the end of each calendar month. The determination of daily net assets shall be made at the close of business each day throughout the month and computed in the manner specified in the then current Prospectus for the determination of the net asset value of Creation Units.

(b) Distribution expenses incurred in any one year in excess of 0.25% of each Fund's average daily net assets may be reimbursed in subsequent years subject to the annual 0.25% limit and subject further to the approval of the Board of Trustees including a majority of the Trustees who are not "interested

persons" of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement related to this Plan (the "Independent Trustees").

(c) The Distributor may use all or any portion of the amount received pursuant to this Plan to compensate securities dealers or other persons that are Authorized Participants for providing distribution assistance, including broker-dealer and shareholder support and educational and promotional services, pursuant to agreements with the Distributor, or to pay any of the expenses associated with other activities authorized under paragraph 4(a) hereof.

(d) First Trust Advisors L.P., may use any portion of its advisory fee to compensate dealers, including the Distributor, for expenses incurred in connection with the sales and distribution of a Fund's shares, including, without limitation, compensation of its sales force, expenses of printing and distributing prospectuses to persons other than shareholders, expenses of preparing, printing and distributing advertising and sales literature and reports to shareholders used in connection with the sale of a Fund's share, certain other expenses associated with the distribution of shares of a Fund, and any distribution-related expenses that may be authorized from time to time by the Board of Trustees.

All such expenses covered by the Plan shall be deemed incurred whether paid directly by the Distributor or by a third party to the extent reimbursed therefor by the Distributor.

5. Effective Date. This Plan shall become effective upon approval by a vote of both a majority of the Board of Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan.

6. Term. This Plan shall, unless terminated as hereinafter provided, remain in effect with respect to the Designated Fund for one year from its effective date and shall continue thereafter, provided that its continuance is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan.

7. Amendment. This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to increase materially the amount to be spent for the services provided for in paragraph 4 hereof shall be effective only upon approval by a vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of the Designated Fund, and (b) any material amendment of this Plan shall be effective only upon approval by a vote of both a majority of the Board of Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such amendment.

8. Termination. This Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of the Designated Fund. In the event of termination or non-continuance of this Plan, the Trust may reimburse any expense which it incurred prior to such termination or non-continuance, provided that such reimbursement is

specifically approved by both a majority of the Board of Trustees and a majority of the Independent Trustees.

9. Assignment. This Plan will not be terminated by an assignment, however, an assignment will terminate any agreement under the Plan involving any such assignment.

10. Reports. While this Plan is in effect, the Distributor shall provide to the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.

11. Records. The Trust shall preserve copies of this Plan, each agreement related hereto and each report referred to in paragraph 9 hereof for a period of at least six years from the date of the Plan, agreement and report, the first two years in an easily accessible place.

12. Independent Trustees. While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Trustees who are not "interested persons" of the Trust (as defined in the 1940 Act).

13. Severability. If any provision of the Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

SERIES                                                           EFFECTIVE DATE
--------------------------------------------------------------------------------
First Trust North American Energy Infrastructure Fund               __/__/__
First Trust Inflation Managed Fund                                  __/__/__
First Trust Senior Loan Fund                                        __/__/__
First Trust Global Tactical Asset Allocation Fund                   __/__/__
First Trust High Yield Fund                                         __/__/__
First Trust Global Tactical Asset Allocation and Income Fund        __/__/__

FIRST TRUST ADVISORS L.P.

FIRST TRUST PORTFOLIOS L.P.
CODE OF ETHICS

I. STATEMENT OF GENERAL PRINCIPLES

This Code of Ethics is being adopted by First Trust Advisors L.P. ("FTA") and First Trust Portfolios L.P. ("FTP" and, together with FTA, the "Companies"), The FT Series (formerly known as The First Trust Special Situations Trust), The First Trust Combined Series, The First Trust of Insured Municipal Bonds, The First Trust GNMA, and The First Trust of Insured Municipal Bonds - Multi-State in recognition of the fact that (i) FTA owes a fiduciary duty of loyalty at all times to Clients, including investment companies for which FTA provides investment advisory services, to act in the best interests of Clients and always place the Clients' interest first and foremost and (ii) FTP owes a duty at all times to place the interests of Clients first including investment companies for which FTP acts as sponsor or distributor and the Unit holders or shareholders thereof. In recognition of such duties it is each Company's policy that the personal securities transactions and other activities of each Company's personnel be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility that could occur through such activities including, taking an investment opportunity from the Client for an employee's own portfolio, insider trading or frontrunning Clients or investment company securities trades. It is also each Company's policy that such Company personnel should not take inappropriate advantage of their position with respect to Clients and that such personnel should avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of Clients. This Code of Ethics does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Supervised Persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients.

II. DEFINITIONS

For Purposes of this Code of Ethics:

A. "Access Person" shall mean, with respect to FTP, any partner, officer, or employee of FTP who in the ordinary course of business makes, participates in or obtains information regarding the purchase or sale of securities for a Client's portfolio or whose functions or duties as part of the ordinary course of business relate to the making of any recommendation regarding the purchase or sale of securities for a Client and, with respect to FTA, any officer, director or partner of FTA and any Supervised Person who (1) has access to nonpublic information regarding any Clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; or (2) is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic; or (3) in connection with his or her regular functions or duties makes, participates in, or obtains information regarding, the purchase or sale of securities by a Client or whose functions relate to the making of any such recommendations with respect to such purchase or sales. An Access Person includes, but is not limited to, all personnel in each Company's research, new products, securities trading, unit investment trust trading, wholesaling, evaluation, marketing, trust administration, compliance, legal, corporate publishing and investment advisory departments and any and all supervisors thereof.

B. "Client" shall mean (i) with respect to FTA, any client of FTA, including separate managed accounts and any Reportable Fund, and (ii) with respect to FTP, any open-end management investment company for which FTP acts as distributor and any Trust for which FTP acts as sponsor or principal underwriter.

C. "Company" shall mean First Trust Advisors L.P. or First Trust Portfolios L.P., as applicable.

D. "ETFs" shall mean exchange-traded funds, including both exchange-traded funds that are open-end investment companies or unit investment trusts.

E. "Investment Person" shall mean any Access Person of a Company who in connection with his or her regular functions or duties makes, participates in or executes decisions regarding the purchase or sale of securities for a Client's portfolio and includes, but is not limited to, all personnel in a Company's research, new products, securities trading, trust administration and investment advisory departments and any and all supervisors thereof. Each person designated as an Investment Person is therefore also designated as an Access Person for purposes of this Code of Ethics.

F. "Reportable Fund" shall have the same meaning as it does in Rule 204A-1 and generally means (1) any fund for which FTA serves as an investment adviser (including sub-adviser), including closed-end funds and open-end funds, (2) any fund whose investment adviser or principal underwriter controls FTA, is controlled by FTA, or is under common control with FTA, or (3) any Trust.

G. "Shareholder" shall mean the holder of any share of any management investment company for which FTP acts as distributor or principal underwriter or for which FTA acts as investment adviser.

H. "Supervised Person" shall include any of a Company's directors (or other person occupying a similar status or performing similar functions), officers, partners, employees or any other person who provides investment advice on behalf of a Company and is subject to the supervision and control of the Company as well as any other person designated by such Company's Chief Compliance Officer. All Access Persons and Investment Persons are also considered Supervised Persons.

I. "Trust" shall mean any unit investment trust sponsored by FTP.

J. "Unit holder" shall mean the holder of any unit of any Trust.

III. STANDARDS OF BUSINESS CONDUCT

Each Company and all of its Supervised Persons shall at all times comply and adhere to the following standards of business conduct which reflect such Company's and all Supervised Persons' obligations:

A. Federal Securities Laws. Each Company and all Supervised Persons must at all times comply with applicable federal securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any applicable rules adopted thereunder by the Commission or the Department of the Treasury. In connection with this standard of business conduct, Supervised Persons shall not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a Client:

a. Defraud such Client in any manner;

b. Mislead such Client, including by making any untrue statement of a material fact or making a statement that omits material facts;

c. Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such Client;

d. Engage in any manipulative practice with respect to such Client; or

e. Engage in any manipulative practice with respect to securities, including price manipulation.

B. Conflicts of Interest. As a fiduciary, FTA has an affirmative duty of care, loyalty and honesty and good faith to act in the best interests of Clients. Supervised Persons can fulfill this duty by trying to avoid conflicts of interest and by fully disclosing all material facts with respect to any conflicts that may arise. Specific types of undisclosed conflicts of interest that are prohibited include:

a. Conflicts among different Client accounts or favoring one account over another; and

b. Competition with trading in Client accounts.

C. Insider Trading. In accordance with each Company's Insider Trading Policy, all Supervised Persons are prohibited from trading, either for their own accounts or on behalf of others, while in possession of material, non-public information as well as communicating material non-public information to others. Refer to Section 11 of FTA's Compliance Manual and Part III of FTP's Compliance Manual.

D. Personal Securities Transactions. All Access Persons shall comply with the policies and procedures included in this Code of Ethics with respect to personal securities transactions.

IV. PROHIBITED PRACTICES

In furtherance of the policies set forth in Section I above, the following practices shall be prohibited:

A. No Access Person shall purchase any security during the initial public offering of such security.

B. No Access Person shall purchase any security in a private placement transaction unless the purchase has been approved IN WRITING AND IN ADVANCE by the Compliance Department. In considering whether to approve any such transaction, the Compliance Department shall take into account, among other factors, whether the investment opportunity should be reserved for Clients, including any Unit holders, Shareholders, Reportable Funds or proposed Trusts and whether the opportunity is being offered to an individual by virtue of his or her position. Any Access Person who has been authorized to acquire securities in a private placement shall disclose that investment to the Compliance Department before he or she takes part in a subsequent consideration of any Client's investment in that issuer, and the decision to include securities of such issuer in a Client shall be subject to independent review by the Compliance Department of the Companies. The Compliance Department shall maintain a written record of any approvals granted hereunder including the reasons supporting such approvals.

C. No Access Person shall purchase or sell any security prior to the initial public offering period of a Trust which it is proposed may contain that security in its portfolio. No Access Person shall purchase or sell any security on the same day that security is bought or sold on behalf of a Client. With respect only to non-discretionary services provided by FTA to an investment adviser or program sponsor, no Access Person shall purchase or sell any security on (i) the day of the initial delivery by FTA of a model portfolio investment recommendation to an investment adviser or program sponsor or (ii) any day changes are made with respect to a model portfolio investment recommendation (i.e., recommendation to buy a security for the model or sell a security from the model).

No Investment Person shall purchase or sell a security within seven days before or after that security is bought or sold on behalf of a Client. With respect only to non-discretionary services provided by FTA to an investment adviser or program sponsor, no Investment Person shall purchase or sell a security within seven days before or after (i) the day of the initial delivery by FTA of a model portfolio investment recommendation to an investment adviser or program sponsor or (ii) the day changes are made with respect to a model portfolio investment recommendation (i.e., recommendation to buy a security for the model or sell a security from the model). Any profits realized on transactions prohibited by this Section shall be disgorged.

D. No Investment Person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 30 calendar days. Any profits realized on transactions prohibited by this Section shall be disgorged.

E. No Investment Person shall serve on the Board of Directors of a publicly traded company absent prior authorization of the Compliance Department upon a determination that board service would be consistent with the interests of Clients (including investors with respect to investment companies) and the establishment of appropriate "Chinese wall" procedures by the Compliance Department.

F. Any provision of this Code of Ethics prohibiting any transaction by an Access Person or Investment Person shall prohibit any transaction in which such person has, obtains or disposes of any beneficial ownership interest.

G. Except with respect to private placement transactions set forth in
Section IV.B. above, no Access Person or Investment Person shall purchase or sell any security of an issuer with a market capitalization of less than $1 billion unless the security is a Reportable Fund or an ETF. Any profits realized on transactions prohibited by this Section shall be disgorged.

V. COMPLIANCE PROCEDURES AND REPORTING REQUIREMENTS

In order to effectuate and monitor the foregoing policies and prohibitions, all Access Persons and Investment Persons shall be required to comply with the following procedures and requirements:

A. The securities trading personnel of the Companies shall provide the Compliance Department with (i) a daily summary of all executed orders entered by, on behalf of, or with respect to Clients and FTP's unit investment trust accumulation account or accounts and (ii) a daily summary of all model portfolio investment recommendations (including changes to any such portfolio investment recommendations) provided to investment advisers or program sponsors.

B. Each Access Person shall direct any brokers, dealers or banks at which he or she maintains securities accounts to provide on a timely basis (within 30 days of each month end or calendar quarter, as applicable) duplicate copies of confirmations of all personal securities transactions and periodic statements for all securities accounts to the Compliance Department. The Compliance Department shall date stamp all duplicate copies of personal securities transactions and account statements upon receipt.

C. Upon commencement of employment with a Company or upon a change of employment status that results in an employee being deemed an Access Person with a Company, each Access Person shall disclose all personal securities holdings to the Compliance Department within 10 days after such person becomes an Access Person by submitting the form attached to this Code of Ethics as Exhibit A, and the information provided must be current as of a date no more than 45 days prior to the date such person becomes an Access Person.

D. Each Access Person shall disclose all personal securities holdings to the Compliance Department within 30 days of the end of each calendar year by submitting the form attached to this Code of Ethics as Exhibit A, and the information provided must be current as of a date no more than 45 days prior to the date of the report.

E. Any provision of this Code of Ethics requiring an Access Person or Investment Person to report securities transactions or securities positions to a Company shall require the reporting of any transaction or position, in which such person has, acquires or disposes of any beneficial ownership interest.

F. The Chief Compliance Officer or his or her designee shall review all reports submitted by Access Persons and Investment Persons to ensure that all reporting requirements are complied with.

VI. PRE-CLEARANCE REQUIREMENTS

A. Subject to Section VIII.C. below, an Access Person may not purchase or sell, directly or indirectly, any security in which the Access Person has (or after such transaction would have) any beneficial ownership interest unless the Access Person obtains prior approval for the transaction from the Compliance Department. Pre-clearance requests must be made on the date of the contemplated transaction, through the use of the pre-trade authorization function contained within a Company's automated pre-clearance system. Pre-clearance requests will be reviewed to determine whether the proposed transaction complies with this Code of Ethics, whether the security is restricted for Company employees and whether the proposed transaction raises any potential conflicts of interest or other issues. The Compliance Department will communicate to the requesting Access Person its approval or denial of the proposed transaction via the automated pre-clearance system application or via e-mail. Any approval will remain in effect only until the end of the trading day on which the approval was granted. Access Persons must wait for approval before placing the order with their broker.

B. The Compliance Department will maintain an electronic log of all pre-clearance requests and will record the approval or denial of each request contained in the log.

VII. APPROVED BROKER LIST

A. With respect to all personal securities transactions, each Access Person shall maintain an account only with a broker, dealer or bank that is on the Companies' approved broker list attached as Exhibit C hereto (the "Approved Broker List"). The Approved Broker List shall be maintained by the Compliance Department and may be amended at any time at the discretion of the Chief Compliance Officer.

VIII. EXEMPTIONS

A. The following shall be exempted from the Prohibited Practices of
Section IV.C., IV.D. and IV.G. and the Compliance Procedures and Reporting Requirements set forth in Section V; provided, however, that transactions included in Section VIII.A.5 must be included in the initial and annual holdings reports submitted pursuant to Section V.C. and V.D; and provided further that the names of any and all brokers, dealers or banks with which an Access Person maintains accounts in which ANY SECURITIES ARE HELD for the Access Person's direct or indirect benefit must be disclosed in the initial and annual holdings reports submitted pursuant to Section V.C. and V.D.:

1. Direct obligations of the Government of the United States.

2. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

3. Shares issued by money market funds.

4. Shares issued by open-end investment companies other than Reportable Funds and ETFs.

5. Transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans.

B. The following shall be exempted from the Prohibited Practices of
Section IV.C., IV.D. and IV.G., BUT NOT FROM THE COMPLIANCE PROCEDURES AND REPORTING REQUIREMENTS SET FORTH IN SECTION V ABOVE:

1. The purchase or sale of shares of issuers whose shares are traded on a national or foreign securities exchange and which have a market capitalization of at least $1 billion at the time of the transaction.

2. With respect to the purchase or sale of shares of issuers who have a market capitalization of less than $1 billion, the purchase or sale of shares in a single round-lot transaction of 100 shares, or odd-lot transactions of less than 100 shares, when the aggregate number of shares of such securities purchased or sold on a given day does not exceed 100 shares.

3. Purchases or sales of a security on behalf of an Investment Person or Access Person within a discretionary account when ALL investment decisions are made by a person or entity who is UNRELATED to the Investment Person or Access Person and such discretionary account has been approved in advance by the Companies' Compliance Department. A copy of the executed investment management agreement must also be provided to the Companies' Compliance Department. If such discretionary account is not approved by the Companies' Compliance Department the Investment Person or Access Person, as the case may be, is prohibited from maintaining the discretionary account regardless of whether the Investment Person or Access Person is seeking exemption from the Prohibited Practices of
Section IV.C. and IV.D.

4. Purchases or sales of shares of ETFs.

5. Unit investment trusts.

6. Sales of shares of distressed issuers (i.e., imminent bankruptcy) whose shares are traded on a national or foreign securities exchange and which had a market capitalization of at least $1 billion at the time of the acquisition so long as such transaction is approved in advance by the Chief Compliance Officer or General Counsel. Such approval may be withheld at the discretion of the Chief Compliance Officer or General Counsel.

C. The following shall be exempted from the Pre-Clearance Requirements of
Section VI:

1. Direct obligations of the Government of the United States.

2. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

3. Shares issued by money market funds.

4. Shares issued by open-end investment companies other than Reportable Funds and ETFs.

5. Unit investment trusts.

6. Transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans.

7. Purchases or sales of a security on behalf of an Investment Person or Access Person within a discretionary account when ALL investment decisions are made by a person or entity who is UNRELATED to the Investment Person or Access Person and such discretionary account has been approved in advance by the Companies' Compliance Department. A copy of the executed investment management agreement must also be provided to the Companies' Compliance Department. If such discretionary account is not approved by the Companies' Compliance Department the Investment Person or Access Person, as the case may be, is prohibited from maintaining the discretionary account regardless of whether the Investment Person or Access Person is seeking exemption from the Pre-Clearance Requirements of
Section VI.

D. The following accounts shall be exempted from the Approved Broker List Requirements of Section VII:

1. Discretionary accounts where ALL investment decisions are made by a person or entity who is UNRELATED to the Investment Person or Access Person and such discretionary account has been approved in advance by the Companies' Compliance Department. A copy of the executed investment management agreement must also be provided to the Companies' Compliance Department. If such discretionary account is not approved by the Companies' Compliance Department the Investment Person or Access Person, as the case may be, is prohibited from maintaining the discretionary account.

2. Brokerage accounts where the only securities contained in such account are (i) direct obligations of the Government of the United States,
(ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (iii) shares issued by money market funds, and/or (iv) shares issued by open-end investment companies but not Reportable Funds and ETFs.

3. Brokerage accounts required by law or company policy to be maintained at a broker, dealer or bank not contained on the Approved Broker List; provided, however, all discretionary accounts must comply with the provisions contained in Section VIII.D.1.

IX. REPORTING OF VIOLATIONS AND ANNUAL CERTIFICATION

A. All Supervised Persons must report any violations of this Code of Ethics promptly to the Chief Compliance Officer.

B. Each Company shall provide each Supervised Person with a copy of this Code of Ethics and any amendments and require each Supervised Person to provide the Company with a written acknowledgement of their receipt of the Code of Ethics and any amendment.

C. Within 30 days following the end of each calendar year, each Access Person shall certify to each Company that he or she has received, read and understands this Code of Ethics and any amendments thereto and recognizes that he or she is subject to it and that he or she has complied with the requirements of this Code of Ethics by submitting the form attached hereto as Exhibit B.

X. SANCTIONS

Upon discovery of a violation of this Code of Ethics, including either violations of the enumerated provisions, the general principles or the standards of business conduct described herein, the Company may impose such sanctions as it deems appropriate, including, inter alia, a fine, letter of censure, suspension or termination of the employment of the violator. In addition, any profits realized on transactions prohibited by this Code of Ethics shall be disgorged.

Amended as of December 31, 2008.

ACKNOWLEDGEMENT OF RECEIPT

I, __________________________________________, hereby acknowledge that I have received, read and understand the Code of Ethics of First Trust Advisors L.P. and First Trust Portfolios L.P. dated as of December 31, 2008.

Issuer        Ticker/CUSIP        Type of Security        # of Shrs/Principal Amount          Market Value
------        ------------        ----------------        --------------------------          ------------

OR

[ ] I hereby certify that as of ______________________, I had a beneficial ownership interest in no securities other than those set forth on the attached brokerage account statements.

OR

[ ] I hereby certify that as of ______________________, I had a beneficial interest in no securities.

As of ________________________, I maintained accounts where securities are held for my direct or indirect benefit at the following brokers, dealers or banks:

I hereby authorize FIRST TRUST ADVISORS L.P. and FIRST TRUST PORTFOLIOS L.P. to disclose personal and/or account information to third parties in connection with any monitoring requirements pursuant to Rule 17j-1 of the Investment Company Act of 1940, Rule 206(4)-7 under the Investment Advisers Act of 1940, NASD Rule 3050, NYSE Rule 407 and/or the FIRST TRUST ADVISORS L.P. and FIRST TRUST PORTFOLIOS L.P. Code of Ethics.

EXHIBIT B

FIRST TRUST ADVISORS L.P.
FIRST TRUST PORTFOLIOS L.P.
ACCESS/INVESTMENT PERSON
CODE OF ETHICS CERTIFICATION

I, ___________________________, hereby certify that I have received, read, and understand the FIRST TRUST ADVISORS L.P. AND FIRST TRUST PORTFOLIOS L.P. Code of Ethics dated December 31, 2008. I recognize that I am subject to this Code of Ethics. Furthermore, I certify that (i) I have complied during the preceding year with the provisions of the Code of Ethics in effect during such time period, (ii) I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics in effect during such time period, (iii) I will comply with the provisions of the Code of Ethics dated December 31, 2008, as may be amended from time to time, during the next twelve months and (iv) I will disclose or report all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics dated December 31, 2008, as may be amended from time to time, during the next twelve months. Additionally, I hereby authorize FIRST TRUST ADVISORS L.P. and FIRST TRUST PORTFOLIOS L.P. to disclose personal and/or account information to third parties in connection with any monitoring requirements pursuant to Rule 17j-1 of the Investment Company Act of 1940, Rule 206(4)-7 under the Investment Advisers Act of 1940, NASD Rule 3050, NYSE Rule 407 and/or the FIRST TRUST ADVISORS L.P. and FIRST TRUST PORTFOLIOS L.P. Code of Ethics.

EXHIBIT C

FIRST TRUST ADVISORS L.P.
FIRST TRUST PORTFOLIOS L.P.
APPROVED BROKER LIST

TO BE MAINTAINED BY THE COMPLIANCE DEPARTMENT

FIRST TRUST FUNDS

CODE OF ETHICS

I. STATEMENT OF GENERAL PRINCIPLES

This Code of Ethics is being adopted by the funds advised by First Trust Advisors L.P. ("FTA") from time to time (each a "Fund" and collectively, the "Funds"), in recognition of the fact that each Fund owes a duty at all times to place the interests of its Investors first. In recognition of such duty it is the Funds' policy that the personal securities transactions and other activities of Fund personnel be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individual's position of trust and responsibility that could occur through such activities as "insider trading" or "frontrunning" investment company securities trades. It is also the Funds' policy that Fund personnel should not take inappropriate advantage of their position with respect to a Fund and that such personnel should avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of Investors in the Funds.

II. DEFINITIONS

For Purposes of this Code of Ethics:

A. "Investor" shall mean any investor in a Fund.

B. "Access Person" shall mean (i) any trustee, officer or employee of the Fund who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of securities for a Fund's portfolio or whose functions relate to the making of any recommendations with respect to such purchases or sales and (ii) any officer of FTA who (a) has access to nonpublic information regarding the purchase or sale of securities for a Fund's portfolio, or nonpublic information regarding the portfolio holdings of a Fund; or (b) is involved in making securities recommendations to a Fund, or who has access to such recommendations that are nonpublic; or (c) in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of securities for a Fund's portfolio or whose functions relate to the making of any such recommendations with respect to such purchases or sales.

C. "Investment Person" shall mean any officer or employee of any Fund who in connection with his or her regular functions or duties makes, participates in or executes decisions regarding the purchase or sale of securities for a Fund's portfolio. Each person designated as an Investment Person is therefore also designated as an Access Person for purposes of this Code of Ethics.

III. PROHIBITED PRACTICES

In furtherance of the policies set forth in Section I above, the following practices shall be prohibited:

A. No Access Person shall purchase any security during the initial public offering of such security.

B. No Access Person shall purchase any security in a private placement transaction unless the purchase has been approved IN WRITING AND IN ADVANCE by the Compliance Coordinator. In considering whether to approve any such transaction, the Compliance Coordinator shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund and its Investors and whether the opportunity is being offered to an individual by virtue of his or her position. Any Access Person who has been authorized to acquire securities in a private placement shall disclose that investment to the Compliance Coordinator before he or she takes part in a subsequent consideration of a Fund's investment in that issuer, and the decision to include securities of such issuer in a Fund shall be subject to independent review by the Compliance Coordinator to a Fund. The Compliance Coordinator shall maintain a written record of any approvals granted under Section III A and B hereof.

C. No Access Person shall purchase or sell any security on the same day that security is bought or sold by a Fund.

D. No Investment Person shall purchase or sell a security within seven days before or after that security is bought or sold by a Fund if such Investments Person knows or should know that such security is being bought or sold by such Fund.

E. No Investment Person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 30 calendar days. Any profits realized on transactions prohibited by this
Section shall be disgorged.

F. No Investment Person shall serve on the Board of Directors of a publicly traded company absent prior authorization of the Compliance Coordinator upon a determination that board service would be consistent with the interests of a Fund and its Investors and the establishment of appropriate "Chinese wall" procedures by the Compliance Coordinator.

G. Any provision of this Code of Ethics prohibiting any transaction by an Access Person or Investment Person shall prohibit any transaction in which such person has, obtains or disposes of any beneficial ownership interest.

H. No Access Person or Investment Person who has had two violations of this Code of Ethics during the prior 12 month period shall purchase or sell any security unless such purchase or sale has been approved in advance by the Compliance Coordinator.

I. Except with respect to private placement transactions set forth in Section III.B. above, no Access Person or Investment Person shall purchase or sell any security of an issuer with a market capitalization of less than $1 billion unless the security is a Fund as defined in Section I. above or a unit investment trust sponsored by First Trust Portfolios L.P.

IV. COMPLIANCE PROCEDURES AND REPORTING REQUIREMENTS

In order to effectuate and monitor the foregoing policies and prohibitions, all Access Persons and Investment Persons shall be required to comply with the following procedures:

A. The securities trading personnel of the Funds shall provide the Compliance Coordinator with a daily summary of all executed orders entered by, on behalf of, or with respect to the Funds.

B. Each Access Person shall direct any brokers, dealers or banks at which he or she maintains securities accounts to provide on a timely basis
(within 30 days of each month end or calendar quarter, as applicable)
duplicate copies of confirmations of all personal securities transactions and periodic statements for all securities accounts to the Compliance Coordinator. The Compliance Coordinator shall date stamp all duplicate copies of personal securities transactions and account statements upon receipt.

C. Upon commencement of employment with a Fund or upon becoming an officer of a Fund, each Access Person shall disclose all personal securities holdings to the Compliance Coordinator both within 10 days after such person becomes an Access Person by and within 30 days of the end of each calendar year by submitting the form attached to this Code of Ethics as Exhibit A, and the information provided must be current as of a date no more than 45 days prior to the date such person becomes an Access Person.

D. Within 30 days following the end of each calendar year, each Access Person shall certify to the Funds that he or she has received, read and understands this Code of Ethics and any amendments thereto and recognizes that he or she is subject to it and that he or she has complied with the requirements of this Code of Ethics by submitting the form attached hereto as Exhibit B.

E. Any provision of this Code of Ethics requiring an Access Person or Investment Person to report securities transactions or securities positions to the Funds shall require the reporting of any transaction or position, in which such person has, acquires or disposes of any beneficial ownership interest.

F. The requirements of Section IV.B through IV.E shall be deemed to be complied with by any Access Person or Investment Person who complies with substantially similar requirements contained in the First Trust Advisors L.P. and First Trust Portfolios L.P. Code of Ethics.

G. The requirements of Section III.C., Section III.H. and Sections
IV.B. through IV.E. shall not apply to any of the Independent Trustees of the Funds; provided, however, that if the Independent Trustee knew or, in the ordinary course of fulfilling his or her official duties as an Independent Trustee, should have known during the 15-day period immediately before or after the Independent Trustee's transaction in a security, a Fund purchased or sold the security, or a Fund or its investment adviser considered purchasing or selling the security, the Independent Trustee shall submit a quarterly transaction report in accordance with Rule 17j-1 under the Investment Company Act of 1940, as amended in the form of Exhibit D.

V. PRE-CLEARANCE REQUIREMENTS

A. An Access Person may not purchase or sell, directly or indirectly, any security in which the Access Person has (or after such transaction would have) any beneficial ownership interest unless the Access Person obtains prior approval for the transaction from the Compliance Coordinator. Pre-clearance requests must be made on the date of the contemplated transaction, through the use of the pre-trade authorization function contained within FTA's automated pre-clearance system. Pre-clearance requests will be reviewed to determine whether the proposed transaction complies with this Code of Ethics, whether the security is restricted for employees and whether the proposed transaction raises any potential conflicts of interest or other issues. The Compliance Coordinator will communicate to the requesting Access Person its approval or denial of the proposed transaction via the automated pre-clearance system application or via e-mail. Any approval will remain in effect only until the end of the trading day on which the approval was granted. Access Persons must wait for approval before placing the order with their broker.

B. The Compliance Coordinator will maintain an electronic log of all pre-clearance requests and will record the approval or denial of each request contained in the log.

C. The requirements of Section V.A. shall be deemed to be complied with by any Access Person who complies with substantially similar requirements contained in the First Trust Advisors L.P. and First Trust Portfolios L.P. Code of Ethics.

D. The requirements of Section V. shall not apply to any of the Independent Trustees of the Funds.

VI. APPROVED BROKER LIST

A. With respect to all personal securities transactions, each Access Person shall maintain an account only with a broker, dealer or bank that is on the Funds' approved broker list attached as Exhibit C hereto (the "Approved Broker List"). The Approved Broker List shall be maintained by the Compliance Coordinator and may be amended at any time at the discretion of the Compliance Coordinator.

B. The requirements of Section VI.A. shall be deemed to be complied with by any Access Person who complies with substantially similar requirements contained in the First Trust Advisors L.P. and First Trust Portfolios L.P. Code of Ethics.

C. The requirements of Section VI. shall not apply to any of the Independent Trustees of the Funds.

VII. EXEMPTIONS

1. The following shall be exempted from the Prohibited Practices of
Section III.C., III.D. and III.H. and the Compliance Procedures and Reporting Requirements set forth in Section IV; provided, however, that transactions included in Section VII.A.5 must be included in the initial and annual holdings reports submitted pursuant to Section IV.C.; and provided further that the names of any and all brokers, dealers or banks with which an Access Person maintains accounts in which ANY SECURITIES ARE HELD for the Access Person's direct or indirect benefit must be disclosed in the initial and annual holdings reports submitted pursuant to Section IV.C.:

A. Direct obligations of the Government of the United States.

B. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

C. Shares issued by money market funds.

D. Shares issued by open-end investment companies other than the Funds and exchange-traded funds ("ETFs").

E. Transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans.

2. The following shall be exempted from the Prohibited Practices of
Section III.C., III.D. and III.H., BUT NOT FROM THE COMPLIANCE PROCEDURES AND REPORTING REQUIREMENTS SET FORTH IN SECTION IV. ABOVE:

A. The purchase or sale of shares of issuers whose shares are traded on a national or foreign securities exchange and which have a market capitalization of at least $1 billion at the time of the transaction.

B. With respect to the purchase or sale of shares of issuers who have a market capitalization of less than $1 billion, the purchase or sale of shares in a single round-lot transaction of 100 shares, or odd-lot transactions of less than 100 shares, when the aggregate number of shares of such securities purchased or sold on a given day does not exceed 100 shares.

C. Purchases or sales of a security on behalf of an Investment Person or an Access Person within a discretionary account when ALL investment decisions are made by a person or entity who is UNRELATED to the Investment Person or Access Person and such discretionary account has been approved in advance by the Funds' Compliance Coordinator. A copy of the executed investment management agreement must also be provided to the Funds' Compliance Coordinator. If such discretionary account is not approved by the Funds' Compliance Coordinator the Investment Person or Access Person, as the case may be, is prohibited from maintaining the discretionary account regardless of whether the Investment Person or Access Person is seeking exemption from the Prohibited Practices of
Section III.C. and III.D.

D. Purchases or sales of shares of ETFs.

E. Unit investment trusts.

F. Sales of shares of distressed issuers (i.e., imminent bankruptcy) whose shares are traded on a national or foreign securities exchange and which had a market capitalization of at least $1 billion at the time of the acquisition so long as such transaction is approved in advance by the Compliance Coordinator. Such approval may be withheld at the discretion of the Compliance Coordinator.

3. The following shall be exempted from the Pre-Clearance Requirements of
Section V.:

A. Direct obligations of the Government of the United States.

B. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

C. Shares issued by money market funds.

D. Shares issued by open-end investment companies other than the Funds and ETFs.

E. Unit investment trusts.

F. Transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans.

G. Purchases or sales of a security on behalf of an Investment Person or an Access Person within a discretionary account when ALL investment decisions are made by a person or entity who is UNRELATED to the Investment Person or Access Person and such discretionary account has been approved in advance by the Funds' Compliance Coordinator. A copy of the executed investment management agreement must also be provided to the Funds' Compliance Coordinator. If such discretionary account is not approved by the Funds' Compliance Coordinator the Investment Person or Access Person, as the case may be, is prohibited from maintaining the discretionary account regardless of whether the Investment Person or Access Person is seeking exemption from the Prohibited Practices of
Section V.

4. The following shall be exempted from the Approved Broker List Requirements of Section VI.:

A. Discretionary accounts where ALL investment decisions are made by a person or entity who is UNRELATED to the Investment Person or Access Person and such discretionary account has been approved in advance by the Funds' Compliance Coordinator. A copy of the executed investment management agreement must also be provided to the Funds' Compliance Coordinator. If such discretionary account is not approved by the Funds' Compliance Coordinator the Investment Person or Access Person, as the case may be, is prohibited from maintaining the discretionary account.

B. Brokerage accounts where the only securities contained in such account are (i) direct obligations of the Government of the United States,
(ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (iii) shares issued by money market funds, and/or (iv) shares issued by open-end investment companies but not the Funds and ETFs.

C. Brokerage accounts required by law or company policy to be maintained at a broker, dealer or bank not contained on the Approved Broker List; provided, however, all discretionary accounts must comply with the provisions contained in Section VII.D.1.

VI. SANCTIONS

Upon discovery of a violation of this Code of Ethics, including either violations of the enumerated provisions or the general principles provided, the Funds may impose such sanctions as deemed appropriate, including, inter alia, a fine, letter of censure or suspension or termination of the employment of the violator. In addition, any profits realized on transactions prohibited by this Code of Ethics shall be disgorged.

Amended: June 13, 2005
Amended: December 31, 2008
Amended: March 22, 2010

EXHIBIT A

CODE OF ETHICS
ACCESS/INVESTMENT PERSON
SECURITIES HOLDINGS REPORT

Name of Access/Investment Person: ______________________________________________

Date: _______________

[ ] I hereby certify that as of __________________________, I had a beneficial ownership interest in no securities other than those set forth below.

OR

[ ] I hereby certify that as of __________________________, I had a beneficial ownership interest in no securities other than those set forth on the attached brokerage account statements.

OR

[ ] I hereby certify that as of _________________, I had a beneficial interest in no securities.

As of __________________, I maintained accounts where securities are held for my direct or indirect benefit at the following brokers, dealers or banks:

EXHIBIT B

ACCESS/INVESTMENT PERSON
CODE OF ETHICS CERTIFICATION

I, ____________________, hereby certify that I have received, read, and understand the Code of Ethics for the Funds dated December 31, 2008. I recognized that I am subject to this Code of Ethics. Furthermore, I certify that
(i) I have complied during the preceding year with the provisions of the Code of Ethics in effect during such time period, (ii) I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics in effect during such time period,
(iii) I will comply with the provisions of the Code of Ethics dated December 31, 2008, as may be amended from time to time, during the next twelve months and
(iv) I will disclose or report all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics dated December 31, 2008, as may be amended from time to time, during the next twelve months.

Date: __________________

EXHIBIT C

APPROVED BROKER LIST

TO BE MAINTAINED BY THE COMPLIANCE COORDINATOR