FIRST TRUST EXCHANGE-TRADED FUND VI
AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL
INTEREST (EFFECTIVE AS OF AUGUST 30, 2018)

WHEREAS, pursuant to Section 4.9 of the Declaration of Trust dated June 4, 2012 (the "Declaration"), of First Trust Exchange-Traded Fund VI, a Massachusetts business trust (the "Trust"), the Board of Trustees of the Trust divided the Shares of the Trust into two series of shares of beneficial interest in the Trust (each, a "Series"): Multi-Asset Diversified Income Index Fund and First Trust NASDAQ Technology Dividend Index Fund (the "Initial Series");

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on April 30, 2013, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate two additional series to be named First Trust Low Beta Income ETF and First Trust High Income ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on June 10, 2013, amended and restated the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest in order to designate an additional series to be named International Multi-Asset Diversified Income Index Fund;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on December 8, 2013, amended and restated the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest in order to designate four additional series to be named First Trust RBA Quality Income ETF, First Trust RBA American Industrial Renaissance ETF, First Trust Dorsey Wright Focus 5 ETF and First Trust NASDAQ Rising Dividend Achievers ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on August 29, 2014, amended and restated the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest in order to designate an additional series to be named First Trust Dorsey Wright International Focus 5 ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on July 27, 2015, amended and restated the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest in order to designate an additional series to be named First Trust Dorsey Wright Dynamic Focus 5 ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on December 7, 2015, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate an additional series to be named Short Duration Multi-Asset Diversified Income ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on March 8, 2016, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate seven additional series to be named First Trust Nasdaq Oil & Gas ETF, First

Trust Nasdaq Food & Beverage ETF, First Trust Nasdaq Retail ETF, First Trust Nasdaq Bank ETF, First Trust Nasdaq Transportation ETF, First Trust Nasdaq Pharmaceuticals ETF, and First Trust Nasdaq Semiconductor ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on December 12, 2016, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the name of First Trust NASDAQ Rising Dividend Achievers ETF to First Trust Rising Dividend Achievers ETF and to designate four additional series to be named First Trust DWA Domestic Equity DALI ETF, First Trust DWA International Equity DALI ETF, First Trust DWA Fixed Income DALI ETF and First Trust Dynamic US Equity
ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on March 6, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate one additional series to be named First Trust Emerging Cannabis Economy ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on April 12, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate six additional series to be named Large Cap US Equity Select ETF, Mid Cap US Equity Select ETF, Small Cap US Equity Select ETF, US Equity Dividend Select ETF, Developed International Equity Select ETF, and Emerging Markets Equity Select
ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on August 22, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate one additional series to be named First Trust SMID Cap Rising Dividend Achievers ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on September 11, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to terminate First Trust Emerging Cannabis Economy ETF, First Trust DWA Domestic Equity DALI ETF, First Trust DWA International Equity DALI ETF, First Trust DWA Fixed Income DALI ETF, First Tryst Dynamic US Equity ETF and Short Duration Multi-Asset Diversified Income ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on November 10, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate one additional series to be named First Trust Indxx Blockchain ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on November 28, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate one additional series to be named First Trust Nasdaq Artificial Intelligence and Robotics ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on December 11, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the names of First Trust Low Beta Income ETF and First Trust High Income ETF to First Trust Hedged BuyWrite Income ETF and First Trust BuyWrite Income ETF, respectively;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on January 23, 2018, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the name of First Trust Indxx Blockchain ETF to First Trust Indxx Innovative Transaction & Process ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on April 23, 2018, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate four additional series to be named First Trust DWA Momentum & Value ETF, First Trust DWA Momentum & Low Volatility ETF, First Trust DWA Momentum & Dividend ETF and First Trust S&P International Dividend Aristocrats ETF;

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on June 11, 2018, desires to amend and restate the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the name of each of the three series as follows:

-------------------------------------  -----------------------------------------
             EXISTING NAME                          NEW NAME
-------------------------------------  -----------------------------------------
First Trust DWA Momentum & Value ETF    First Trust Dorsey Wright Momentum
ETF                                     & Value
-------------------------------------  -----------------------------------------
First Trust DWA Momentum & Low          First Trust Dorsey Wright Momentum & Low
Volatility ETF                          Volatility ETF
-------------------------------------  -----------------------------------------
First Trust DWA Momentum & Dividend     First Trust Dorsey Wright Momentum &
ETF                                     Dividend ETF
-------------------------------------  -----------------------------------------
         ; and

WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on June 11, 2018, voted to amend and restate the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the name of the International Multi-Asset Diversified Income Index Fund to First Trust S&P International Dividend Aristocrats ETF and voted to amend and restate the Establishment and Designation of Series of Shares of Beneficial Interest in order to terminate the series designated on April 23, 2018 as the First Trust S&P International Dividend Aristocrats ETF.

NOW THEREFORE, the Board of Trustees of the Trust does hereby establish and designate the following Series of the Trust, with such relative rights, preferences, privileges, limitations, restrictions and other relative terms as are set forth below:

1. Multi-Asset Diversified Income Index Fund
2. First Trust NASDAQ Technology Dividend Index Fund
3. First Trust Hedged BuyWrite Income ETF
4. First Trust BuyWrite Income ETF
5. First Trust S&P International Dividend Aristocrats ETF
6. First Trust Dorsey Wright Focus 5 ETF
7. First Trust Rising Dividend Achievers ETF
8. First Trust RBA Quality Income ETF
9. First Trust RBA American Industrial Renaissance ETF
10. First Trust Dorsey Wright International Focus 5 ETF
11. First Trust Dorsey Wright Dynamic Focus 5 ETF
12. First Trust Nasdaq Oil & Gas ETF
13. First Trust Nasdaq Food & Beverage ETF
14. First Trust Nasdaq Retail ETF
15. First Trust Nasdaq Bank ETF
16. First Trust Nasdaq Transportation ETF
17. First Trust Nasdaq Pharmaceuticals ETF
18. First Trust Nasdaq Semiconductor ETF
19. Large Cap US Equity Select ETF
20. Mid Cap US Equity Select ETF
21. Small Cap US Equity Select ETF
22. US Equity Dividend Select ETF
23. Developed International Equity Select ETF
24. Emerging Markets Equity Select ETF
25. First Trust SMID Cap Rising Dividend Achievers ETF
26. First Trust Nasdaq Artificial Intelligence and Robotics ETF
27. First Trust Indxx Innovative Transaction & Process ETF
28. First Trust Dorsey Wright Momentum & Value ETF
29. First Trust Dorsey Wright Momentum & Low Volatility ETF
30. First Trust Dorsey Wright Momentum & Dividend ETF

1. Each Share of each Series is entitled to all the rights and preferences accorded to Shares under the Declaration.

2. The number of authorized Shares of each Series is unlimited.

3. Each Series shall be authorized to hold cash, invest in securities, instruments and other property, use investment techniques, and have such goals or objectives as from time to time described in the prospectus and statement of additional information contained in the Trust's then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of the Series, as the same may be amended and supplemented from time to time ("Prospectus"). Each Share of a Series shall

represent a beneficial interest in the net assets allocated or belonging to such Series only, and such interest shall not extend to the assets of the Trust generally (except to the extent that General Assets (as defined in the Declaration) are allocated to such Series), and shall be entitled to receive its pro rata share of the net assets of the Series upon liquidation of the Series, all as set forth in Section 4.9 of the Declaration.

4. With respect to each Series, (a) the purchase price of the Shares,
(b) fees and expenses, (c) qualifications for ownership, if any, (d) the method of determination of the net asset value of the Shares, (e) minimum purchase amounts, if any, (f) minimum account size, if any, (g) the price, terms and manner of redemption of the Shares, (h) any conversion or exchange feature or privilege, (i) the relative dividend rights, and (j) any other relative rights, preferences, privileges, limitations, restrictions and other relative terms have been established by the Trustees in accordance with the Declaration and are set forth in the Prospectus with respect to such Series.

5. The Trustees may from time to time modify any of the relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Series that have been established by the Trustees or redesignate any of the Series without any action or consent of the Shareholders.

6. The designation of any Series hereby shall not impair the power of the Trustees from time to time to designate additional Series of Shares of the Trust.

7. Capitalized terms not defined herein have the meanings given to such terms in the Declaration.

IN WITNESS WHEREOF, the undersigned, being the Assistant Secretary of the Trust, has executed this instrument as of this 29th day of August, 2018.

 /s/ Erin Klassman
-----------------------------------------
 Erin Klassman, Assistant Secretary

STATE OF ILLINOIS           )
                            ) SS.
COUNTY OF DUPAGE            )

Then personally appeared the above-named person(s) who are known to me to be the Assistant Secretary of the Trust whose name and signature are affixed to the foregoing Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest and who acknowledged the same to be his free act and deed, before me this 29th day of August, 2018.

                                        /s/ Sandra Kim Streit
                                        ---------------------------------------
                                        Notary Public
                                        My Commission Expires: 5/28/2021
OFFICIAL SEAL

SCHEDULE A

(as of August 29, 2018)

                                               ANNUAL RATE
                                                OF AVERAGE
                                                DAILY NET          EFFECTIVE
Series                                            ASSETS             DATE
--------------------------------------------------------------------------------

First Trust S&P International Dividend
   Aristocrats ETF                                0.60%         August 16, 2013
First Trust Hedged BuyWrite Income ETF            0.85%         January 7, 2014
First Trust BuyWrite Income ETF                   0.85%         January 7, 2014
First Trust Rising Dividend Achievers ETF         0.50%         January 7, 2014
First Trust RBA Quality Income ETF                0.70%        February 24, 2014
First Trust RBA American Industrial
   Renaissance(TM) ETF                            0.70%        February 24, 2014
First Trust Dorsey Wright Focus 5 ETF             0.30%          March 4, 2014

APPENDIX A
TO
THE CUSTODIAN AGREEMENT
BETWEEN
FIRST TRUST EXCHANGE-TRADED FUND VI
and
BROWN BROTHERS HARRIMAN & CO.
Dated as of August 29, 2018

The following is a list of Funds/Portfolios for which the Custodian shall serve under a Custodian Agreement dated as of August 2, 2012:

First Trust NASDAQ Technology Dividend Index Fund Multi-Asset Diversified Income Index Fund First Trust S&P International Dividend Aristocrats ETF First Trust BuyWrite Income ETF First Trust Hedged BuyWrite Income ETF First Trust Rising Dividend Achievers ETF First Trust Dorsey Wright Focus 5 ETF First Trust RBA American Industrial Renaissance(R) ETF First Trust RBA Quality Income ETF First Trust Dorsey Wright International Focus 5 ETF First Trust Dorsey Wright Dynamic Focus 5 ETF First Trust Nasdaq Bank ETF First Trust Nasdaq Food & Beverage ETF First Trust Nasdaq Oil & Gas ETF First Trust Nasdaq Pharmaceuticals ETF First Trust Nasdaq Retail ETF First Trust Nasdaq Semiconductor ETF First Trust Nasdaq Transportation ETF Developed International Equity Select ETF Emerging Markets Equity Select ETF Large Cap US Equity Select ETF Mid Cap US Equity Select ETF Small Cap US Equity Select ETF US Equity Dividend Select ETF First Trust SMID Cap Rising Dividend Achievers ETF First Trust Indxx Innovative Transaction & Process ETF First Trust Nasdaq Artificial Intelligence and Robotics ETF First Trust Dorsey Wright DALI 1 ETF First Trust Dorsey Wright Momentum & Value ETF First Trust Dorsey Wright Momentum & Low Volatility ETF

IN WITNESS WHEREOF, each of the parties hereto has caused this to be executed in its name and on behalf of each such Fund/Portfolio.

FIRST TRUST EXCHANGE-TRADED FUND VI

BY: /s/ James M. Dykas
    -------------------------------
NAME:    James M. Dykas
TITLE:   President and CEO
DATE:    August 29, 2018

APPENDIX A
TO
THE ADMINISTRATIVE AGENCY AGREEMENT
BETWEEN
FIRST TRUST EXCHANGE-TRADED FUND VI
and
BROWN BROTHERS HARRIMAN & CO.
Dated as of August 29, 2018

The following is a list of Funds/Portfolios for which the Administrator shall serve under a Administrative Agency Agreement dated as of August 2, 2012:

First Trust NASDAQ Technology Dividend Index Fund Multi-Asset Diversified Income Index Fund First Trust S&P International Dividend Aristocrats ETF First Trust BuyWrite Income ETF First Trust Hedged BuyWrite Income ETF First Trust Rising Dividend Achievers ETF First Trust Dorsey Wright Focus 5 ETF First Trust RBA American Industrial Renaissance(R) ETF First Trust RBA Quality Income ETF First Trust Dorsey Wright International Focus 5 ETF First Trust Dorsey Wright Dynamic Focus 5 ETF First Trust Nasdaq Bank ETF First Trust Nasdaq Food & Beverage ETF First Trust Nasdaq Oil & Gas ETF First Trust Nasdaq Pharmaceuticals ETF First Trust Nasdaq Retail ETF First Trust Nasdaq Semiconductor ETF First Trust Nasdaq Transportation ETF Developed International Equity Select ETF Emerging Markets Equity Select ETF Large Cap US Equity Select ETF Mid Cap US Equity Select ETF Small Cap US Equity Select ETF US Equity Dividend Select ETF First Trust SMID Cap Rising Dividend Achievers ETF First Trust Indxx Innovative Transaction & Process ETF First Trust Nasdaq Artificial Intelligence and Robotics ETF First Trust Dorsey Wright DALI 1 ETF First Trust Dorsey Wright Momentum & Value ETF First Trust Dorsey Wright Momentum & Low Volatility ETF

IN WITNESS WHEREOF, each of the parties hereto has caused this to be executed in its name and on behalf of each such Fund/Portfolio.

FIRST TRUST EXCHANGE-TRADED FUND VI

BY: /s/ James M. Dykas
    --------------------------------
NAME:    James M. Dykas
TITLE:   President and CEO
DATE:    August 29, 2018

EXHIBIT A
TO THE CMS AUTHORIZATION LETTER
BETWEEN
FIRST TRUST EXCHANGE-TRADED FUND VI
and
BROWN BROTHERS HARRIMAN & CO.
Dated as of August 29, 2018

The following is a list of Funds/Portfolios that have subscribed to the BBH & Co. Cash Management Service (CMS).

First Trust NASDAQ Technology Dividend Index Fund Multi-Asset Diversified Income Index Fund First Trust S&P International Dividend Aristocrats ETF First Trust BuyWrite Income ETF First Trust Hedged BuyWrite Income ETF First Trust Rising Dividend Achievers ETF First Trust Dorsey Wright Focus 5 ETF First Trust RBA American Industrial Renaissance(R) ETF First Trust RBA Quality Income ETF First Trust Dorsey Wright International Focus 5 ETF First Trust Dorsey Wright Dynamic Focus 5 ETF First Trust Nasdaq Bank ETF First Trust Nasdaq Food & Beverage ETF First Trust Nasdaq Oil & Gas ETF First Trust Nasdaq Pharmaceuticals ETF First Trust Nasdaq Retail ETF First Trust Nasdaq Semiconductor ETF First Trust Nasdaq Transportation ETF Developed International Equity Select ETF Emerging Markets Equity Select ETF Large Cap US Equity Select ETF Mid Cap US Equity Select ETF Small Cap US Equity Select ETF US Equity Dividend Select ETF First Trust SMID Cap Rising Dividend Achievers ETF First Trust Indxx Innovative Transaction & Process ETF First Trust Nasdaq Artificial Intelligence and Robotics ETF First Trust Dorsey Wright DALI 1 ETF First Trust Dorsey Wright Momentum & Value ETF First Trust Dorsey Wright Momentum & Low Volatility ETF

WITNESS WHEREOF, each of the parties hereto has caused this to be executed in its name and on behalf of each such Fund/Portfolio.

FIRST TRUST EXCHANGE-TRADED FUND VI

BY: /s/ James M. Dykas
    ---------------------------------
NAME:    James M. Dykas
TITLE:   President and CEO
DATE:    August 29, 2018

SUBLICENSE AGREEMENT

This Sublicense Agreement (the "Sublicense Agreement"), dated as of August 30, 2018, is made by and among the First Trust S&P International Dividend Aristocrats ETF (the "Sublicensee") and First Trust Advisors L.P. ("First Trust" or "Sublicensor").

W I T N E S S E T H :

WHEREAS, pursuant to that certain ETF Master Agreement and related ETF License Number One, dated as of October 14, 2011, as amended, by and between S&P Opco LLC (a subsidiary of S&P Dow Jones Indices LLC ("Licensor")) and First Trust ("License Agreement"), Licensor has granted First Trust a license to use certain copyright, trademark and proprietary rights and trade secrets of Licensor (as further described in the License Agreement, the "S&P Marks") in connection with the issuance, sale, marketing and/or promotion of certain financial products (as further defined in the License Agreement, the "Product");

WHEREAS, Sublicensee wishes to issue, sell, market and/or promote the Product and to use and refer to the Intellectual Property in connection therewith; and

WHEREAS, all capitalized terms used herein shall have the meanings assigned to them in the License Agreement unless otherwise defined herein.

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

1. Sublicensor hereby grants to Sublicensee a non-exclusive and non-transferable sublicense to use the S&P International Dividend Aristocrats Index (the "S&P Index") and the S&P Marks in connection with the issuance, distribution, marketing and/or promotion of the First Trust S&P International Dividend Aristocrats ETF.

2. Sublicensee agrees to reimburse Sublicensor for all License Fees paid by Sublicensor to Licensor under the License Agreement.

3. The Sublicensee acknowledges that it has received and read a copy of the License Agreement and consents and agrees to be bound by all the provisions thereof, including, without limitation, those provisions imposing any obligations on Licensor.

IN WITNESS WHEREOF, the parties hereto have executed this Sublicense Agreement as of the date first set forth above.

--------------------------------------------------------------------------------
FIRST TRUST S&P INTERNATIONAL              FIRST TRUST ADVISORS L.P.
DIVIDEND ARISTOCRATS ETF


/s/ James M. Dykas                         /s/ James M. Dykas
---------------------------------------  ---------------------------------------
By: James M. Dykas                       By:   James M. Dykas
---------------------------------------  ---------------------------------------
Title:   President                       Title:     CEO
---------------------------------------  ---------------------------------------

PARTICIPANT AGREEMENT

This Participant Agreement (this "Agreement") is entered into between First Trust Portfolios, L.P. (the "Distributor"), and _________________________ (the "Participant") and subject to acceptance by Brown Brothers Harriman & Co., a limited partnership organized under the laws of the State of New York as transfer agent (the "Transfer Agent"). The Transfer Agent serves as the Transfer Agent of each registered open-end management investment company listed on Schedule I attached hereto and incorporated herein, as the same maybe amended from time to time by Distributor (each, a "Trust" and, collectively, the "Trusts") and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation ("NSCC"). The Distributor has been retained to provide certain services with respect to acting as principal underwriter of each Trust in connection with the sale and distribution of shares of beneficial interest, par value $0.01 per share ("Shares"), of the Series of each Trust (each a "Fund") on Schedule I, as the same may be amended from time to time. Certain Funds (each, an "International Fund") may include securities of issuers that are domiciled outside the United States and listed on the foreign equivalent of a U.S. national securities exchange (a "U.S. Exchange"). The Distributor and the Participant acknowledge and agree that each Trust and Fund shall be a third-party beneficiary of this Agreement as to the benefits contemplated by this Agreement to the extent specified herein. The prospectus and statement of additional information for each Fund (collectively, the "Prospectus") are incorporated herein and included as part of the respective Trust's Registration Statement as amended on Form N-1A. Shares may be created or redeemed only in aggregations of 50,000 (or such other aggregation as is specified in the relevant Fund's Prospectus), referred to therein and herein as a "Creation Unit." Capitalized terms not otherwise defined herein are used herein as defined in the relevant Fund's Prospectus. All references to "cash" shall refer to U.S. dollars.

This Agreement is intended to set forth certain premises and the procedures by which the Participant may create and/or redeem Creation Units (i) through the Continuous Net Settlement ("CNS") clearing processes of NSCC as such processes have been enhanced to effect creations and redemptions of Creation Units, such processes being referred to herein as the "Trusts' Clearing Process," or (ii) outside the Trusts' Clearing Process (e.g., through the facilities of the Depository Trust Company ("DTC")).

This Agreement supersedes any prior Participant Agreement entered into by the parties with respect to the Trusts and any Fund from and after the date hereof. Any and all prior Participant Agreements entered into by the parties are deemed terminated upon execution of this Agreement.

The parties hereto in consideration of the premises and of the agreements contained herein agree as follows:

SECTION 1. STATUS OF PARTICIPANT.

The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and
(ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"). Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change.

The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority ("FINRA") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of FINRA. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant agrees to conform to the rules of FINRA (if it is a member of FINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the Shares.

The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

SECTION 2. EXECUTION OF ORDERS.

All orders for the creation or redemption of Creation Units shall be handled in accordance with the terms of the respective Fund's Prospectus, and the procedures described in Attachment A to this Agreement. In the event the procedures include the use of recorded telephone lines, the Participant hereby consents to such use. Each Trust reserves the right to issue additional or other procedures relating to the manner of creating or redeeming Creation Units (and

the procedures for the Trusts may, but need not be, identical), and the Participant, the Distributor and the Transfer Agent agree to comply with such procedures as may be issued from time to time, upon reasonable notice thereof.

The Participant understands and agrees that Creations Orders and Redemption Orders may be submitted only on days that the U.S. exchange where the Shares are principally listed (as specified in the Prospectus) is open for trading or business.

SECTION 3. NSCC.

Solely with respect to orders for the creation or redemption of Creation Units through the Trusts' Clearing Process, the Participant as a Participating Party hereby authorizes the Distributor or the Transfer Agent, as the case may be, to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the Trust telephone representative identified in Attachment A hereto (the "Trust Telephone Representative"). The Participant agrees to be bound by the terms of such instructions issued by the Distributor or the Transfer Agent, as the case may be, and reported to NSCC as though such instructions were issued by the Participant directly to NSCC.

With respect to any Redemption Order, the Participant also acknowledges and agrees to use its best efforts to return to the applicable Fund any dividend, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Securities that are transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees that the applicable Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities at the time of transfer, should be paid to the Fund. With respect to any Creation Order, the Distributor shall cause the applicable Fund's Custodian to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Fund in respect of any Deposit Securities that are transferred to a Fund that, based on the valuation of such Deposit Securities at the time of transfer, should have been paid to the Participant or any party for which it is acting.

SECTION 4. DEPOSIT SECURITIES.

The Participant understands that the number and names of the designated portfolio of securities (each, a "Deposit Security" and, collectively, the "Deposit Securities") and relevant cash amounts (the "Cash Component") to be deposited in connection with the purchase of a Creation Unit (the current "Fund Deposit") for each Fund will be made available each day that the New York Stock Exchange (the "NYSE") is open for trading through the facilities of the NSCC. The Participant will not be responsible for errors in the information relating to the Deposit Securities to be included in the current Fund Deposit to be transmitted through the facilities of the NSCC in connection with Redemption Orders and Creation Orders that are caused by the applicable Trust or Fund, the Distributor or the Transfer Agent.

Under certain circumstances, a Trust may, in its discretion, permit or require, with respect to one or more Funds, a Participant to substitute cash in lieu of depositing some or all of the requisite Deposit Securities. A Trust may additionally permit, in its discretion, with respect to one or more International Funds under certain circumstances, a Participant to substitute a different security in lieu of depositing some or all of the Deposit Securities. Substitution of cash or a different security may be permitted or required, for example, because one or more Deposit Securities may be unavailable, may not be available in the quantity needed, or may not be eligible for trading by the Participant (or any party on whose behalf the Participant is acting) due to local trading restrictions (including, for example, requirements that securities be traded only for cash in local currency) or other circumstances.

SECTION 5. ROLE OF PARTICIPANT.

The Participant shall have no authority in any transaction to act as agent of the Distributor, the Transfer Agent, any Trust or any Fund.

(a) The Participant agrees (i) subject to any privacy obligations or other obligations arising under the federal or state securities laws it may have to it customers, to assist the Distributor in ascertaining certain information regarding sales of Shares made by or through Participant upon the request of a Trust or Fund or the Distributor necessary for the applicable Trust or Fund to comply with its obligation to distribute information to its shareholders as may be required from time to time under applicable state or federal securities laws, or (ii) in lieu thereof, and at the option of the Participant, the Participant may undertake to deliver Prospectuses, as may be amended or supplemented from time to time, proxy material, annual and other reports of a Fund or other similar information that the applicable Trust or Fund is obligated to deliver to its shareholders to the Participant's customers that custody Fund Shares with the Participant, after receipt from the applicable Trust or Fund or the Distributor of sufficient quantities to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the Distributor or the applicable Trust or Fund in accordance with usual custom and practice in respect of such communications. None of the Distributor, the applicable Trust or Fund or any of their respective affiliates shall use the names and addresses and other information concerning Participant's customers for any purpose except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings described in this clause (a) of Section 5, or as may otherwise be required by applicable law.

(b) The Participant certifies that it has policies, procedures and internal controls in place that are reasonably designed to comply with all applicable anti-money laundering laws and regulations, including applicable provisions of the USA Patriot Act of 2001 and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control as the same may in effect from time to time.

SECTION 6. PARTICIPANT REPRESENTATIONS.

(a) The Participant represents, warrants and agrees that it will not make any representations concerning any Fund, the applicable Trust, the Creation Units or the Shares other than those consistent with the Fund's then current Prospectus or any promotional or sales literature furnished to the Participant by the Distributor or the applicable Trust or Fund, or any such materials permitted by clause (b) of this Section 6.

(b) The Participant agrees not to furnish or cause to be furnished by Participant or its employees to any person or to display or publish any information or materials relating to a Trust or any Fund (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for Participant's internal use only, any brokerage communications between employees of Participant and customers or any communications prepared and directed to registered broker-dealers) ("Marketing Materials"), except (i) such Marketing Materials as may be furnished to the Participant by the Distributor or the applicable Trust or Fund and (ii) such other Marketing Materials as are consistent with the applicable Fund's then current Prospectus or otherwise approved by the Distributor or the Trust; provided that such Marketing Materials clearly indicate that such Marketing Materials are prepared and distributed by Participant and, upon request, a copy is forwarded to the Distributor as soon as practicable.

(c) Notwithstanding anything to the contrary in this Agreement, Participant and its affiliates may prepare and circulate in the regular course of their businesses (i) research reports that include information, opinions or recommendations relating to Shares; and (ii) without reference to a Fund or its Prospectus, data and information relating to the various indices to which the Funds are benchmarked.

SECTION 7. SUBCUSTODIAN ACCOUNTS.

The Participant understands and agrees that in the case of an International Fund, the relevant Trust has caused Brown Brothers Harriman & Co., acting in its capacity as the Trust's custodian ("Custodian") to maintain with one or more applicable subcustodians (each, a "Subcustodian") for such International Fund an account in the relevant foreign jurisdiction(s) to which the Participant shall deliver or cause to be delivered in connection with the purchase of a Creation Unit the securities and any other cash amounts (or the cash value of all or a part of such securities, in the case of a permitted or required cash purchase or "cash in lieu" amount) on behalf of itself or any party for which it is acting (whether or not a customer), with any appropriate adjustments as advised by the Trust or such International Fund, in accordance with the terms and conditions applicable to such account in such foreign jurisdiction.

SECTION 8. TITLE TO SECURITIES: RESTRICTED SHARES.

The Participant represents that upon delivery of a portfolio of Deposit Securities to a Fund's custodian, the Fund will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges and

encumbrances and not subject to any adverse claims, including, without limitation, any special restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Participant or any party for which it is acting in connection with a Creation Order or (ii) any provision of the Securities Act, and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the Securities Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction.

SECTION 9. FEES.

In connection with the creation or redemption of Creation Units, the Transfer Agent shall charge, and the Participant agrees to pay to the Transfer Agent, (i) the Creation Transaction Fee or Redemption Transaction Fee (each also sometimes referred to individually herein as the "Transaction Fee") prescribed in the relevant Fund's Prospectus applicable to creations or redemptions through the Trusts' Clearing Process, or (ii) the applicable Creation Transaction Fee or Redemption Transaction Fee plus, in each case, such additional variable amounts as may be prescribed in the relevant Fund's Prospectus for (a) creations or redemptions outside the Trusts' Clearing Process and (b) creations through the Trusts' Clearing Process where the cash equivalent value of one or more Deposit Securities is being deposited in lieu of the inclusion of such Deposit Securities in the securities portion of the Fund Deposit. The Transaction Fee may be waived or otherwise adjusted from time to time subject to the provisions relating thereto and any limitations as prescribed in the relevant Fund's Prospectus. With respect to International Funds (for which creations and redemptions are processed outside the Trusts' Clearing Process), such additional variable amounts may include any expenses incurred by a Fund in the transfer of Deposit Securities to the Fund in connection with a creation of Creation Units, and in the transfer of Deposit Securities to the Participant in connection with a redemption of Creation Units; such expenses may include operational processing and brokerage costs, transfer fees, stamp taxes and the like. When an International Fund permits a Participant to substitute cash or a different security in lieu of depositing one or more of the requisite Deposit Securities, the Participant may be assessed a higher Transaction Fee on the substitute security portion of its investment to cover the cost of purchasing the Deposit Securities and/or disposing of the substituted securities, including operational processing and brokerage costs, transfer fees, stamp taxes, and part or all of the spread between the expected bid and offer side of the market related to such Deposit Securities and/or substitute securities.

SECTION 10. AUTHORIZED PERSONS.

Concurrently with the execution of this Agreement and from time to time thereafter, the Participant shall deliver to the Distributor and the Transfer Agent, duly certified as appropriate by its secretary or other duly authorized person, a certificate setting forth the names and signatures of all persons authorized to give instructions relating to activity contemplated hereby or any other notice, request or instruction on behalf of the Participant (each, an "Authorized Person"). Such certificate may be accepted and relied upon by the Distributor and the Transfer Agent as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Distributor and the Transfer Agent of a superseding certificate bearing a

subsequent date. The Transfer Agent shall issue to each Authorized Person a unique personal identification number ("PIN Number") by which such Authorized Person and the Participant shall be identified and instructions issued by the Participant hereunder shall be authenticated. Upon the termination or revocation of authority of such Authorized Person by the Participant, the Participant shall give prompt written notice of such fact to the Distributor and the Transfer Agent and such notice shall be effective upon receipt by both the Distributor and the Transfer Agent.

SECTION 11. REDEMPTION.

The Participant represents and warrants that it will not obtain a Submission Number (as defined in Attachment A) from the Transfer Agent for the purpose of redeeming a Creation Unit unless it first ascertains that (a) it or its customer, as the case may be, owns outright or has full legal authority and legal beneficial right to tender for redemption the requisite number of Shares of any Fund to be redeemed, and the entire proceeds of the redemption, (b) the delivery of such Shares to the Transfer Agent in accordance with the Prospectus or as otherwise required by the Trust or Fund would not be precluded as the result of their being subject to or the subject of a loan, repurchase agreement, securities lending agreement or other arrangement and (c) upon delivery to the Fund's custodian, the Shares will be free and clear of all liens.

A Trust may make redemptions in cash in lieu of transferring one or more Deposit Securities if the Trust or Fund determines, in its discretion, that such method is warranted because a Participant who has placed the Redemption Order is restrained by regulation or policy from transacting in the Deposit Securities, delivery of the Deposit Securities is not permissible under applicable law or foreign stock exchange regulations, or for other reasons.

In connection with an International Fund, a Participant must maintain appropriate securities broker-dealer, bank or other custody arrangements to which account Deposit Securities will be delivered in connection with a redemption. If a redeeming Participant, or any party on whose behalf the Participant is acting, does not have appropriate arrangements to take delivery of the Deposit Securities in the relevant foreign jurisdiction(s) and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Deposit Securities in such foreign jurisdiction(s) and in certain other circumstances, the Trust or Fund may in its discretion redeem Shares for cash, and the redeeming Participant, on behalf of itself or any part for which it is acting, will be required to receive redemption proceeds in cash. In such case, the Participant will receive a cash payment equal to the net asset value (next determined after receipt of the Redemption Order) times the number of Shares in a Creation Unit of the relevant International Fund, minus the Transaction Fee and other costs specified in Section 9.

In the case of a beneficial owner of an International Fund who is a resident of Australia or New Zealand, the Participant understands and agrees that such beneficial owner is only entitled to receive cash upon its redemption of Creation Units. In a Redemption Order, the Participant will be required to confirm that an in-kind redemption request has not been submitted on behalf of a beneficial owner who is an Australian or New Zealand resident.

SECTION 12. FUND'S TAX BASIS.

The Participant represents and warrants to the Distributor and each Trust and Fund that with respect to any Creation Units it shall only deliver or transfer, or cause to be delivered or transferred, Deposit Securities (or contracts therefor) that, should Section 351 of the Internal Revenue Code of 1986, as amended, apply to such delivery or transfer, will have a tax basis in the hands of the Fund receiving the Deposit Securities equal to the closing market price of such Deposit Securities on the date the Creation Order with respect thereto is Deemed Received (as such term is defined in Attachment A hereto). Such representation and warranty shall be deemed repeated with respect to each Creation Order.

SECTION 13. INDEMNIFICATION.

(a) The Participant hereby agrees to indemnify and hold harmless the Distributor in its capacity as principal underwriter, each Trust, each Fund, the Transfer Agent, their respective affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of
Section 15 of the Securities Act (each, for purposes of this paragraph, an "Indemnified Party") from and against any loss, liability, cost and expense (including reasonable attorneys' fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations in relation to the sales, trading or marketing of Shares and the creation or redemption of or investment in a Fund or Funds, except that the Participant shall not be required to indemnify an Indemnified Party to the extent that such failure was caused by Participant's adherence to instructions given or representations made by the Distributor, the Transfer Agent or any Indemnified Party, as applicable; or (iv) actions of such Indemnified Party in reliance upon any instructions issued or representations made in accordance with Attachment A (as it may be amended from time to time) reasonably believed by the Distributor or the Transfer Agent, as applicable, to be genuine and to have been given by the Participant except to the extent that the Participant had previously revoked a PIN Number used in giving such instructions or representations (where applicable) and such revocation was given by the Participant and received by the Distributor and the Transfer Agent in accordance with the terms of Section 10 hereto. The Participant and the Distributor understand and agree that each Trust and Fund as a third party beneficiary of this Agreement is entitled and intends to proceed directly against the Participant in the event that the Participant fails to honor any of its obligations pursuant to this Agreement that benefit each such Trust and Fund.

(b) The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the Securities Act (each, for purposes of this paragraph, an "Indemnified Party") from and against any loss, liability, cost and expense (including reasonable attorneys' fees) incurred by such Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable laws, including rules

and regulations of self-regulatory organizations in relation to its role as Distributor of the Funds; (iv) actions of such Indemnified Party in reliance upon any instructions issued or representations made in accordance with Attachment A (as it may be amended from time to time) reasonably believed by the Participant to be genuine and to have been given by the Distributor or the Transfer Agent; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement of the Fund as originally filed with the SEC or in any amendment thereof, or in any prospectus or any statement of additional information, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) Each of the Distributor and Participant each agree to indemnify Transfer Agent and hold Transfer Agent harmless from and against any and all losses sustained or incurred by or asserted against Transfer Agent by reason of or as a result of any action or inaction, or arising out of Transfer Agent's performance hereunder, including reasonable fees and expenses of counsel incurred by Transfer Agent in a successful defense of claims by the Distributor and/or Participant; provided however, Distributor and/or Participant shall not indemnify Transfer Agent for those losses arising out of Transfer Agent's own negligence or willful misconduct or that of its employees. This indemnity shall be a continuing obligation of the Distributor and/or Participant, and their respective successors and assigns, notwithstanding the termination of this Agreement.

(d) Except to the extent that the Transfer Agent is to be indemnified as provided in this Section 13, no party to this Agreement shall be liable to the other party or to any other person for any damages arising out of mistakes or errors in data provided to such Indemnified Party by a third party, or out of interruptions or delays of electronic means of communications with the Indemnified Parties.

SECTION 14. ACKNOWLEDGMENT.

The Participant acknowledges receipt of each relevant Fund's Prospectus and represents it has reviewed such document and understands the terms thereof.

SECTION 15. NOTICES.

Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery or by postage prepaid registered or certified United States first class mail, return receipt requested, by telegram or facsimile or similar means of same day delivery (with a confirming copy by mail as provided herein). Unless otherwise notified in writing, all notices to the Transfer Agent shall be given or sent as follows: Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110, Attention: Manager, ETF Transfer Agency. All notices to the Participant and the Distributor shall be directed to the address or telephone, facsimile numbers indicated below the signature line of such party.

SECTION 16. TERMINATION.

This Agreement shall become effective in this form as of the date accepted by the Transfer Agent and may be terminated at any time by any party upon thirty
(30) days prior notice to the other parties (i) unless earlier terminated by the Transfer Agent in the event of a breach of this Agreement or the procedures described herein by the Participant or (ii) in the event that a Trust is terminated pursuant to its Declaration of Trust. This Agreement supersedes any prior Participant Agreement entered into by the parties. Any and all prior Participant Agreements entered into by the parties are deemed terminated upon execution of this Agreement.

SECTION 17. PROSPECTUS.

(a) The Distributor will provide to the Participant copies of the then current Prospectus for each Fund and any printed supplemental information in reasonable quantities upon request. The Distributor represents, warrants and agrees that it will notify the Participant when a revised, supplemented or amended Prospectus for any Shares is available and deliver or otherwise make available to the Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Participant to comply with any obligation it may have to deliver such Prospectus to customers. As a general matter, the Distributor will make such revised, supplemented or amended Prospectus available to the Participant no later than its effective date. The Distributor shall be deemed to have complied with this Section 17 when the Participant has received such revised, supplemented or amended Prospectus by email at _____________________, in printable form, with such number of hard copies as may be agreed from time to time by the parties promptly thereafter.

(b) Distributor represents and warrants that (i) the registration statement(s) for the respective Trust(s) on Form N-1A and the Prospectus(es) contained therein conform in all material respects to the requirements of the Securities Act, and the rules and regulations of the Securities and Exchange Commission thereunder and do not and will not, as of the applicable effective date as to the registration statement and any amendment thereto and as of the applicable filing date as to the respective Prospectus and any amendment or supplement thereto, contain 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; (ii) the sale and distribution of the Shares as contemplated herein will not conflict with or result in a breach or violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trusts, any Fund or the Distributor; and (iii) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares, except the registration under the Securities Act of the Shares.

SECTION 18. COUNTERPARTS.

This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all shall constitute but one and the same instrument.

SECTION 19. NO WAIVER.

Each and every right granted to any 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 any party hereto to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by any party hereto of any right preclude any other or future exercise thereof or the exercise of any other right.

SECTION 20. ENFORCEABILITY; AMENDMENT.

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, including Schedule I and Attachment A may be amended by the Distributor from time to time without the consent of the Participant or the Transfer Agent by the following procedure. The Distributor will send a copy of the amendment to the Transfer Agent and the Participant by electronic mail to the contact person at the email address provided in Section 17(a) of the Agreement or such other email address as maybe subsequently agreed on between the parties. If neither the Transfer Agent nor the Participant objects to the amendment in an electronic mail message to the sender within five (5) business days after its receipt, the amendment will become part of the Agreement in accordance with its terms. 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 any party without the written consent of the others.

SECTION 21. GOVERNING LAW; CONSENT TO JURISDICTION.

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 parties 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. Each party 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. Each party hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

By ________________________________________________
   Name:___________________________________________
   Title:__________________________________________
Address:      120 E. Liberty Drive, Suite 400
              Wheaton, Illinois  60187
Telephone:    (630) 765-8798
Facsimile:    (630) 517-7437

[PARTICIPANT]

By ________________________________________________
Name:___________________________________________
Title:__________________________________________

Address: _______________________________

ACCEPTED BY: BROWN BROTHERS HARRIMAN & CO., as
Transfer Agent

By ________________________________________________
Name:___________________________________________
Title:__________________________________________
Address: 50 Post Office Square
Boston, MA 02110
Telephone: (617) 772-2011
Facsimile: (201) 418-4105

Dated:

SCHEDULE I
TO PARTICIPATION AGREEMENT

SERIES OF FIRST TRUST EXCHANGE-TRADED FUND III (ALL SERIES)

SERIES OF FIRST TRUST EXCHANGE-TRADED FUND IV

First Trust Heitman Global Prime Real Estate ETF

First Trust SSI Strategic Convertible Securities ETF

SERIES OF FIRST TRUST EXCHANGE-TRADED FUND V (ALL SERIES)

SERIES OF FIRST TRUST EXCHANGE-TRADED FUND VI (ALL SERIES)

SERIES OF FIRST TRUST EXCHANGE-TRADED FUND VII (ALL SERIES)

SERIES OF FIRST TRUST EXCHANGE-TRADED ALPHADEX(R) FUND II (ALL SERIES)

Sch. I

ATTACHMENT A

Subject to the terms and conditions of the attached Participant Agreement, this document supplements the Prospectuses for each Trust listed on Schedule I and is an attachment to, and incorporated into and made a part of, the Participant Agreement with respect to the procedures to be used by (i) the Transfer Agent in processing an order for the creation of Shares, and (ii) the Transfer Agent in processing a request for the redemption of Shares, and (iii) the Participants and the Transfer Agent in delivering or arranging for the delivery of requisite cash payments, Fund Deposit or Shares, as the case may be, in connection with the submission of orders for creation or requests for redemption. Capitalized terms not otherwise defined have the meaning assigned to them in the Participant Agreement.

A Participant is first required to have signed the Participant Agreement. Upon acceptance of the Participant Agreement by the Distributor, the Transfer Agent will assign a unique personal identification number ("PIN Number") to each Authorized Person authorized to act for the Participant. This will allow a Participant through its Authorized Person(s) to place orders for either creation or redemption of Shares.

SECTION I. TO PLACE AN ORDER FOR CREATION OR REDEMPTION OF SHARES

1. Call to Receive a Submission Number. An Authorized Person for the Participant will call the Trust Telephone Representative at (617) 772-2011 not later than the closing time of the regular trading session on The New York Stock Exchange (the "NYSE Closing Time") (ordinarily 4:00 p.m. New York time) to receive a submission number ("Submission Number"). In the case of custom orders, the order must be received by the Transfer Agent no later than 3:00 p.m. Eastern time on the trade date. Upon verifying the authenticity of the caller (as determined by the use of the appropriate PIN Number) and the terms of the order for creation or request for redemption, the Trust Telephone Representative will issue a unique Submission Number. All orders with respect to the creation or redemption of Shares are required to be in writing and accompanied by the designated Submission Number. Incoming telephone calls are queued and will be handled in the sequence received. Calls placed before the NYSE Closing Time will be processed even if the call is taken after this cut-off time. ACCORDINGLY, DO NOT HANG UP AND REDIAL. INCOMING CALLS THAT ARE ATTEMPTED LATER THAN THE NYSE CLOSING TIME WILL NOT BE ACCEPTED.

2. Assemble the Submission. The Authorized Person submitting an order to create or a request to redeem shall assemble (a) written instructions regarding such creation order or redemption request and (b) the designated Submission Number in one document and transmit such document by facsimile to the Trust Telephone Representative and the Distributor, as applicable, according to the procedures set forth below in subsection 3. The document so transmitted is hereinafter referred to as the "Submission," and the Business Day on which a Submission is made is hereinafter referred to as the "Transmittal Date." As used herein, a Business Day ("Business Day") is any day on which The New York Stock Exchange is open. NOTE THAT THE TELEPHONE CALL IN WHICH THE SUBMISSION NUMBER IS ISSUED INITIATES THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER. AN ORDER OR REQUEST IS ONLY COMPLETED AND PROCESSED UPON RECEIPT OF THE SUBMISSION.

3. Transmit the Submission. A Submission Number is only valid for a limited time. The Submission for either creations or redemptions of Shares must be sent by facsimile to the Trust Telephone Representative, as applicable, within fifteen (15) minutes of the issuance of the Submission Number. In the event that the Submission is not received within such time period, the Trust Telephone Representative will attempt to contact the Participant to request immediate transmission of the Submission.

(a) In the case of a Submission for creation, unless the Submission is received by the Trust Telephone Representative upon the earlier of within (i) fifteen (15) minutes of contact with the Participant or (ii) forty-five (45) minutes after the NYSE Closing Time, the Submission will be deemed invalid.

(b) In the case of a Submission for redemption, unless such Submission is received by the Trust Telephone Representative within (i) fifteen (15) minutes of contact with the Participant or (ii) forty-five
(45) minutes after the NYSE Closing Time, whichever is earlier, such order for redemption contained therein shall be deemed invalid.

4. Await Receipt of Confirmation.

(a) Trusts' Clearing Process-Creation Orders. The Transfer Agent shall issue to the Participant a confirmation of acceptance of an order to create Shares in Creation Unit size aggregations ("Creation Order") through the Trusts' Clearing Process within fifteen (15) minutes of its receipt of a Submission received in good form. In the event the Participant does not receive a timely confirmation from the Transfer Agent, it should contact the Distributor and the Trust Telephone Representative at the business numbers indicated.

(b) Trusts' Clearing Process-Requests for Redemptions. The Transfer Agent shall issue to the Participating Party a confirmation of acceptance of a request to redeem Shares in Creation Unit size aggregations ("Redemption Order") through the Trusts' Clearing Process within fifteen
(15) minutes of its receipt of a Submission received in good form. In the event the Participating Party does not receive a timely confirmation from the Transfer Agent, it should contact the Transfer Agent directly at the business number indicated.

(c) Outside the Trusts' Clearing Process -- Creation Orders. The Transfer Agent shall issue to the DTC Participant an acknowledgment of receipt of a Creation Order outside the Trusts' Clearing Process within fifteen (15) minutes of its receipt of a Submission received in good form. In the event the DTC Participant does not receive a timely acknowledgment from the Transfer Agent, it should contact the Transfer Agent at the business numbers indicated.

(d) Outside the Trusts' Clearing Process -- Redemption Orders. The Transfer Agent shall issue to the DTC Participant an acknowledgment of receipt of a Redemption Order outside the Trusts' Clearing Process within fifteen (15) minutes of its receipt of a Submission received in good form. In the event the DTC Participant does not receive a timely acknowledgment

from the Transfer Agent, it should contact the Transfer Agent directly at the business number indicated.

SECTION II. PARTICIPANTS' RESPONSIBILITY FOR DELIVERING OR EFFECTING THE DELIVERY OF REQUISITE FUND DEPOSIT OR SHARES AND CASH PAYMENTS IN CONNECTION WITH CREATION ORDERS OR REDEMPTION ORDERS

1. Trusts' Clearing Process -- Creation Orders. The Participant notified of confirmation of a Creation Order to create Shares through the Trusts' Clearing Process shall be required to transfer or arrange for the transfer of
(a) the requisite Deposit Securities (or contracts to purchase such Deposit Securities expected to be delivered through NSCC by the "regular way" settlement date) and (b) the Cash Component, if any, to the Transfer Agent by means of the Trusts' Clearing Process so as to be received no later than on the "regular way" settlement date following the Business Day on which such order is Deemed Received by the Transfer Agent as set forth below in Section IV.

2. Trusts' Clearing Process -- Redemption Orders. The Participant notified of confirmation of a Redemption Order to redeem Shares through the Trusts' Clearing Process shall be required to transfer or arrange for the transfer of the requisite Shares and the Cash Redemption Amount, as defined in the applicable Fund's Prospectus ("Cash Redemption Amount"), if any, to the Transfer Agent by means of the Trusts' Clearing Process so as to be received no later than on the "regular way" settlement date following the Business Day on which such order is Deemed Received by the Transfer Agent as set forth below in
Section IV.

3. Outside the Trusts' Clearing Process -- Creation Orders. The DTC Participant notified of acknowledgment of a Creation Order to create Shares outside the Trusts' Clearing Process shall be required to effect a transfer to the Transfer Agent of (a) the requisite Deposit Securities through DTC so as to be received by the Transfer Agent no later than 11:00 a.m., Eastern Time, on the next Business Day immediately following the Business Day on which such order is Deemed Received by the Distributor as set forth below in Section IV, in such a way as to replicate the Fund Deposit established on the Transmittal Date by the Transfer Agent and (b) the Cash Component, if there is a positive Cash Component, through the Federal Reserve Bank wire system so as to be received by the Transfer Agent by 2:00 p.m., Eastern Time, on the next Business Day immediately following the day such order is Deemed Received. If the Transfer Agent does not confirm receipt of the Deposit Securities by 11:00 a.m. Eastern Time and the Cash Component, if any, by 2:00 p.m., Eastern Time, on the Business Day immediately following the day such order is Deemed Received, the Creation Order contained in such Submission shall be canceled. Upon written notice to the Transfer Agent, the DTC Participant may resubmit such canceled order on the following Business Day using a Fund Deposit as newly constituted.

4. Purchase of Creation Unit Aggregations Prior to Receipt of Deposit Securities. Creation Unit Aggregations may be created in advance of receipt by a Fund of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the NAV of the applicable Fund's Shares on the date the Creation Order is placed in proper form since, in addition to available Deposit Securities, cash

must be deposited in an amount equal to the sum of (i) the Cash Component, plus
(ii) one hundred fifteen percent (115%) of the market value of the undelivered Deposit Securities (the "Additional Cash Deposit"). The Creation Order shall be deemed to be received on the Business Day on which the order is placed provided that the Creation Order is placed in proper form prior to 4:00 p.m., Eastern time, on such date, and federal funds in the appropriate amount are deposited with the Transfer Agent by 11:00 a.m., Eastern time, the following Business Day. If the Creation Order is not placed in proper form by 4:00 p.m., Eastern time, or federal funds in the appropriate amount are not received by 11:00 a.m., Eastern time, the next Business Day, then the Creation Order may be deemed to be canceled and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. An additional amount of cash shall be required to be deposited with the applicable Fund, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Fund in an amount at least equal to one hundred fifteen percent (115%) of the daily marked to market value of the missing Deposit Securities. The parties hereto further agree that the Trust may purchase the missing Deposit Securities at any time and the Participant agrees to accept liability for any shortfall between the cost to the Trust of purchasing such securities and the amount of the Additional Cash Deposit maintained with the Fund, as the Trust may determine in its sole discretion.

5. Outside the Trusts' Clearing Process -- Redemption Orders. The Participant notified of acknowledgment of a Redemption Order to redeem Shares outside the Trusts' Clearing Process shall be required to effect a transfer to the Transfer Agent of (a) the requisite number of Shares through DTC no later than the NYSE Closing Time on the Business Day on which such Redemption Order is Deemed Received by the Transfer Agent and (b) the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system by no later than 2:00 p.m. on the next Business Day immediately following the Business Day on which such order is Deemed Received by the Transfer Agent.

6. Transaction Fee. In connection with the creation or redemption of Creation Units, the Transfer Agent shall charge, and the Participant agrees to pay to the Transfer Agent, (i) the Creation Transaction Fee or Redemption Transaction Fee prescribed in the relevant Fund's Prospectus applicable to creations or redemptions through the Trusts' Clearing Process, or (ii) the applicable Creation Transaction Fee or Redemption Transaction Fee plus, in each case, such additional variable amounts as may be prescribed in the relevant Fund's Prospectus for (a) creations or redemptions outside the Trusts' Clearing Process and (b) creations through the Trusts' Clearing Process where the cash equivalent value of one or more Deposit Securities is being deposited in lieu of the inclusion of such Deposit Securities in the securities portion of the Fund Deposit. The Cash Component or Cash Redemption Amount payable or to be received, as the case may be, by the Participant in connection with the Creation Order or Redemption Order shall be adjusted by the amount of such applicable Transaction Fee and additional variable amounts, if any.

7. International Funds -- Creation Orders.

(a) Except as provided below, Deposit Securities must be delivered to an account maintained at the applicable local Subcustodian of the Trust on or before the International Contractual Settlement Date (defined below). The Participant must also pay on or before the International

Contractual Settlement Date immediately available or same day funds estimated by Trust to be sufficient to pay the Cash Component next determined after acceptance of the Creation Order, together with the applicable Creation Transaction Fee and additional variable amounts (as described below and in the Prospectus). The "International Contractual Settlement Date" with respect to each International Fund is the earlier of
(i) the date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to the Fund and (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where any of the securities of such International Fund are customarily traded.

(b) Except as provided in the next two paragraphs, a Creation Unit of Shares will not be issued until the transfer of good title to the Trust of the portfolio of Deposit Securities, the payment of the Cash Component, the payment of any other cash amounts and the Creation Transaction Fee have been completed. When the Subcustodian confirms to Custodian that the required Deposit Securities (or, when permitted in the sole discretion of Trust, the cash in lieu thereof) have been delivered to the account of the relevant Subcustodian, the Custodian shall notify Distributor and the Transfer Agent which, acting on behalf of the Trust, will issue and cause the delivery of the Creation Unit of Shares.

(c) The Trust may in its sole discretion permit or require the substitution of an amount of cash (i.e., a "cash in lieu" amount) to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or for other similar reasons. If the Distributor, acting on behalf of the Trust, determines that a "cash in lieu" amount will be accepted, the Distributor will notify the Participant and the Transfer Agent, and the Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, the "cash in lieu" amount, with any appropriate adjustments as advised by the Distributor.

(d) In the event that a Fund Deposit is incomplete on the International Contractual Settlement Date for a Creation Order because certain or all of the Deposit Securities are missing, the Trust may issue a Creation Unit of Shares notwithstanding such deficiency in reliance on the undertaking of the Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by an Additional Cash Deposit with respect to undelivered Deposit Securities as described above in Section 4.

(e) Cash shall be delivered through the Federal Reserve Bank wire system so as to be received by the Transfer Agent by 11:00 a.m., Eastern Time, on the International Contractual Settlement Date (defined above).

(f) In addition to the Creation Transaction Fee, the Participant shall pay additional variable amounts which may include expenses incurred by the Fund in the transfer of Deposit Securities to the Fund in connection with a creation of Creation Units. These expenses may include operational processing and brokerage costs, transfer fees, stamp taxes and

the like. When an International Fund permits a Participant to substitute cash or a different security in lieu of depositing one or more of the requisite Deposit Securities, the Participant may also be assessed an amount to cover the cost of purchasing the Deposit Securities and/or disposing of the substituted securities, including operational processing and brokerage costs, transfer fees, stamp taxes, and part or all of the spread between the expected bid and offer side of the market related to such Deposit Securities and/or substitute securities.

8. International Funds -- Redemption Orders.

(a) A Participant must maintain appropriate securities broker-dealer, bank or other custody arrangements to which account Deposit Securities will be delivered in connection with a Redemption Order. If the Participant, or any party on whose behalf the Participant is acting, does not have appropriate arrangements to take delivery of the Deposit Securities in the relevant foreign jurisdiction(s) and it is not possible to make other such arrangements, the Participant will be required to receive redemption proceeds in cash, as described in paragraph (d) below.

(b) The delivery of redemption proceeds will be made within twelve calendar days after the Redemption Order is received in proper form, except to the extent that a delivery is delayed due to the introduction of new or special holidays, the treatment by participants in the local market of certain days as "informal holidays" (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), or changes in local securities delivery practices. Under these circumstances, the Fund will notify the Participant as soon as reasonably practicable

(c) The Trust may in its sole discretion permit or require the substitution of an amount of cash (i.e., a "cash in lieu" amount) to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or for other similar reasons. If the Distributor, acting on behalf of the Trust, determines that a "cash in lieu" amount will be delivered, Distributor will notify the Participant and the Transfer Agent and the Participant shall receive the "cash in lieu" amount, with any appropriate adjustments as advised by Trust.

(d) If a redeeming Participant, or any party on whose behalf the Participant is acting, does not have appropriate arrangements to take delivery of the Deposit Securities in the relevant foreign jurisdiction(s) and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Deposit Securities in such foreign jurisdiction(s) and in certain other circumstances, the Trust may in its discretion redeem Shares for cash, and the redeeming Participant, on behalf of itself or any party for which it is acting, will be required to receive redemption proceeds in cash. In such case, the Participant will receive a cash payment equal to the net asset value (next determined after receipt of the Redemption Order) times the number of Shares in a Creation Unit of the relevant International Fund, minus the Transaction Fee.

(e) Cash shall be delivered through the Federal Reserve Bank wire system by no later than 2:00 p.m. on the next Business Day immediately following the Business Day on which such order is Deemed Received by the Transfer Agent. Shares shall be delivered no later than 2:00 p.m. on the next Business Day immediately following the Business Day on which such order is Deemed Received by the Transfer Agent.

(f) In addition to the Redemption Transaction Fee, the Participant shall pay additional variable amounts which may include expenses incurred by the Fund in the transfer of Deposit Securities to the Participant. These expenses may include operational processing and brokerage costs, transfer fees, stamp taxes and the like. When an International Fund redeems Shares for cash, the Participant may also be assessed an amount to cover the cost of selling the Deposit Securities, including operational processing and brokerage costs, transfer fees and stamp taxes.

SECTION III. TRANSFER AGENT'S RESPONSIBILITY FOR EFFECTING DELIVERY OF REQUISITE SHARES OR SECURITIES AND CASH PAYMENTS IN CONNECTION WITH ORDERS FOR CREATION OR REQUESTS FOR REDEMPTION

1. Trusts' Clearing Process -- Creation Orders. After the Transfer Agent has received notification of a Submission from the Participant for a Creation Order for Shares through the Trusts' Clearing Process which has been Deemed Received by the Transfer Agent as set forth below in Section IV, the Transfer Agent shall initiate procedures to transfer the requisite Shares and the Cash Component, if any, through the Trusts' Clearing Process so as to be received by the creator no later than on the "regular way" settlement date following the Business Day on which the Submission is Deemed Received by the Transfer Agent.

2. Trusts' Clearing Process -- Redemption Orders. After the Transfer Agent has received a Submission for a Redemption Order for Shares through the Trusts' Clearing Process which has been Deemed Received by the Transfer Agent as set forth below in Section IV, the Transfer Agent shall initiate procedures to transfer the requisite securities (or contracts to purchase such securities expected to be delivered through NSCC by the "regular way" settlement date) and the Cash Redemption Amount, if any, through the Trusts' Clearing Process so as to be received by the beneficial owner no later than on the "regular way" settlement date following the Business Day on which the Submission is Deemed Received by the Transfer Agent.

3. Outside the Trusts' Clearing Process -- Creation Orders. After the Transfer Agent has received notification of a Submission from the Participant for a Creation Order for Shares outside the Trusts' Clearing Process which has been Deemed Received by the Transfer Agent as set forth below in Section IV, the Transfer Agent shall initiate procedures to transfer the requisite Shares through DTC and the Participants and the Cash Component, if any, through the Federal Reserve Bank wire system so as to be received by the creator no later than the same Business Day on which the transfer of Deposit Securities is required to be made pursuant to Section IV (3) in order for the Deemed Received order to continue to be Deemed Received. A Creation Order relating to Shares of an International Fund will be processed in the manner provided in this paragraph.

4. Outside the Trusts' Clearing Process -- Redemption Orders. After the Transfer Agent has received a Submission for a Redemption Order for Shares outside the Trusts' Clearing Process which has been Deemed Received by the Transfer Agent as set forth below in Section IV, the Transfer Agent shall initiate procedures to transfer the requisite securities (or contracts to purchase such securities expected to be delivered within three Business Days) through DTC and the DTC Participants and the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system so as to be received by the Participant no later than the same Business Day on which the transfer of Shares is required to be made pursuant to Section IV (4) in order for the Deemed Received order to continue to be Deemed Received. A Redemption Order relating to Shares of an International Fund will be processed in the manner provided in this paragraph, except as otherwise provided in Section II 8 (b).

SECTION IV. PROCEDURES BY WHICH AN ORDER TO CREATE OR A REQUEST TO REDEEM SHALL BE "DEEMED RECEIVED"

1. Trusts' Clearing Process -- Creation Orders. A Creation Order to create Shares through the Trusts' Clearing Process shall be "Deemed Received" by the Transfer Agent on the Transmittal Date only if (a) the Submission containing such order is in proper form and (b) such Submission is received by the Transfer Agent no later than the time on such Transmittal Date as set forth in Section I(3)(a) hereof. Orders to create Shares contained in Submissions transmitted after such time on a Transmittal Date shall be deemed invalid.

2. Trusts' Clearing Process -- Redemption Orders. A Redemption Order to redeem Shares through the Trusts' Clearing Process shall be Deemed Received by the Transfer Agent on the Transmittal Date only if (a) the Submission containing such request is in proper form and (b) such Submission is received by the Transfer Agent no later than the time on such Transmittal Date as set forth in
Section I(3)(b) hereof. Requests to redeem Shares contained in Submissions transmitted after such time on a Transmittal Date shall be "Deemed Received" by the Transfer Agent on the next Business Day immediately following such Transmittal Date.

3. Outside the Trusts' Clearing Process -- Creation Orders. An Creation Order to create Shares outside the Trusts' Clearing Process shall be Deemed Received by the Transfer Agent on the Transmittal Date only if: (a) the Submission containing such order is in proper form, and (b) such Submission is received by the Transfer Agent no later than the time on such Transmittal Date as set forth in Section I(3)(a) hereof, provided, however, that such order shall cease to be Deemed Received unless (a) the requisite number of Deposit Securities is transferred through DTC to the account of the applicable Fund no later than 11:00 a.m., Eastern Time, on the Business Day next following the Transmittal Date and (b) the cash equal to the Cash Component, if any, is transferred via the Federal Reserve Bank wire system to the account of the applicable Fund by no later than 2:00 p.m., Eastern Time, on the Business Day next following the Transmittal Date. If either the Submission, the requisite Deposit Securities or the cash equal to the Cash Component is not received by the Transfer Agent within the time periods set forth above, such order shall be deemed invalid.

4. Outside the Trusts' Clearing Process -- Redemption Orders. A request to redeem Shares outside the Trusts' Clearing Process shall be Deemed Received by the Transfer Agent on the Transmittal Date only if (a) the Submission containing

such request is in proper form, and (b) such Submission is received by the Transfer Agent no later than the time as set forth in Section I(3)(b) hereof, provided, however, that such order shall cease to be Deemed Received unless (a) the requisite number of Shares is transferred via DTC to the account of the Transfer Agent by the NYSE Closing Time on such Transmittal Date and (b) the Cash Redemption Amount owed to the applicable Fund, if any, is received by the Transfer Agent no later than 2:00 p.m., Eastern Time, of the Business Day next following such Transmittal Date. If either the Submission, the Shares or cash equal to the Cash Redemption Amount, if any, is not received by the applicable Fund within the time periods set forth above, such redemption request shall be Deemed Received by the Transfer Agent on the Business Day on which both the Submission and the requisite number of Shares are delivered to the Transfer Agent within the proper time periods as set forth above; provided that the Cash Redemption Amount, if any, is then paid on the next Business Day within the time period set forth above.

5. Ambiguous Instructions. In the event that a Submission contains terms that differ from the information provided in the telephone call at the time of issuance of the Submission Number, the Trust Telephone Representative will attempt to contact the Participant to request confirmation of the terms of the order. If an Authorized Person confirms the terms as they appear in the Submission then the Submission will be accepted and processed. If an Authorized Person contradicts its terms, the Submission will be deemed invalid, and a corrected Submission must be received by the Transfer Agent, as applicable, not later than the earlier of (i) within fifteen (15) minutes of such contact with the Participant or (ii) forty-five (45) minutes after the NYSE Closing Time. For the avoidance of doubt, notwithstanding the invalidation of the initial Submission pursuant to this paragraph, a Submission that is otherwise in proper form shall be deemed submitted at the time of its initial Submission for purposes of determining when orders are Deemed Received hereunder. If the Trust Telephone Representative is not able to contact an Authorized Person, then the Submission shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone information. In the event that a Submission contains terms that are illegible, the Submission will be deemed invalid and the Trust Telephone Representative will attempt to contact the Participant to request retransmission of the Submission. A corrected Submission must be received by the Transfer Agent, as applicable, not later than the earlier of (i) within fifteen (15) minutes of such contact with the Participant or (ii) forty-five (45) minutes after the NYSE Closing Time.

6. Suspension or Rejection of an Order. Each Trust reserves the absolute right to reject a Creation Order transmitted to it by the Distributor in respect of a Fund if: (i) the order is not in proper form; (ii) the Deposit Securities delivered are not as disseminated for that date by the Custodian, as described above; (iii) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (iv) acceptance of the Fund Deposit would otherwise, in the reasonable opinion of the applicable Trust or its investment adviser (the "Adviser"), have an adverse effect on the Trust, the applicable Fund or the rights of beneficial owners; or (v) in the event that circumstances exist outside the control of the applicable Trust or Fund, the Transfer Agent, the Distributor and the Adviser that, in their reasonable judgment, make it for all practical purposes impossible to process Creation Orders. Examples of such circumstances include acts of God; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts;

systems failures involving computer or other information systems affecting a Trust or Fund, the Adviser, the Distributor, DTC, NSCC, the Transfer Agent, the Custodian or sub-custodian or any other participant in the creation process, and similar extraordinary events. The applicable Trust shall notify immediately a prospective creator of a Creation Unit and/or the Authorized Participant acting on behalf of such prospective creator of its rejection of the order of such person. Each Trust and Fund, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits, and shall not incur any liability for the failure to give any such notification.

SECTION V. TELEPHONE AND FACSIMILE NUMBERS

EACH TRUST LISTED ON SCHEDULE I:

Telephone: (630) 765-8000
Facsimile: (630) 517-7509

TRANSFER AGENT:
Telephone: (617) 772-2011
Facsimile: (201) 418-4105

PARTICIPANT::

Telephone: ________________
Facsimile: ________________

FIRST TRUST PORTFOLIOS, L.P.

By _____________________________________
Title:_______________________________

[PARTICIPANT]

By _____________________________________
Title:_______________________________

ACCEPTED BY:

BROWN BROTHERS HARRIMAN & CO., as Transfer Agent

By_________________________________________________ Title:________________________________________

Dated:_____________________________________________

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 107 to Registration Statement No. 333-182308 on Form N-1A of our report dated November 20, 2017, relating to the financial statements and financial highlights of International Multi-Asset Diversified Income Index Fund, appearing in the Annual Report on Form N-CSR for First Trust Exchange-Traded Fund VI as of and for the year ended September 30, 2017, and to the references to us under the headings "Financial Highlights" in the Prospectus and "Additional Information" and "Miscellaneous Information" and "Financial Statements" in the Statement of Additional Information, which are part of such Registration Statement.

/s/ Deloitte & Touche LLP

Chicago, Illinois
August 30, 2018

August 29, 2018

First Trust Exchange-Traded Fund VI
120 East Liberty Drive
Wheaton, Illinois 60187

Re: 12b-1 Plan Extension Letter for First Trust Exchange-Traded Fund VI

(the "Trust")

Ladies and Gentlemen:

It is hereby acknowledged that First Trust Portfolios L.P. serves as the distributor of the shares of each series of the above-referenced Trust. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), comprised of various exchange-traded funds (each, a "Fund," and, collectively, the "Funds") set forth on Exhibit A attached hereto, which may be amended from time to time.

It is further acknowledged that the Trust has adopted a Distribution and Service Plan (the "Plan") pursuant to Rule l2b-1 under the 1940 Act with respect to the shares of beneficial interest ("Shares") of the Funds. Pursuant to the Plan, each Fund may bear a fee not to exceed 0.25% per annum of such Fund's average daily net assets.

The purpose of this letter agreement is to agree and acknowledge that the Funds shall not pay, and we shall not collect, any fees pursuant to the Plan any time before the date set forth on Exhibit A attached hereto for each Fund.

Very Truly Yours,

FIRST TRUST PORTFOLIOS L.P.

/s/ James M. Dykas
------------------------------
James M. Dykas
Chief Financial Officer

AGREED AND ACKNOWLEDGED:

First Trust Exchange-Traded Fund VI

/s/ Donald Swade
-----------------------------
Donald Swade
Treasurer, Chief Financial Officer
and Chief Accounting Officer

                                   EXHIBIT A

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FUNDS                                                                  DATES
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First Trust Exchange Traded Fund VI
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First Trust NASDAQ Technology Dividend Index Fund                    01/31/20
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Multi-Asset Diversified Income Index Fund                            01/31/20
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First Trust S&P International Dividend Aristocrats ETF               01/31/20
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First Trust Rising Dividend Achievers ETF                            01/31/20
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First Trust RBA Quality Income ETF                                   01/31/20
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First Trust RBA American Industrial Renaissance(R) ETF               01/31/20
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First Trust Dorsey Wright Focus 5 ETF                                01/31/20
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First Trust Dorsey Wright International Focus 5 ETF                  01/31/20
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First Trust BuyWrite Income ETF                                      01/31/20
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First Trust Hedged BuyWrite ETF                                      01/31/20
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First Trust Dorsey Wright Dynamic Focus 5 ETF                        01/31/20
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First Trust Nasdaq Oil & Gas ETF                                     07/31/20
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First Trust Nasdaq Food & Beverage ETF                               07/31/20
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First Trust Nasdaq Retail ETF                                        07/31/20
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First Trust Nasdaq Bank ETF                                          07/31/20
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First Trust Nasdaq Transportation ETF                                07/31/20
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First Trust Nasdaq Pharmaceuticals ETF                               07/31/20
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First Trust Nasdaq Semiconductor ETF                                 07/31/20
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Developed International Equity Select ETF                            07/31/20
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Emerging Markets Equity Select ETF                                   07/31/20
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Large Cap US Equity Select ETF                                       07/31/20
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Mid Cap US Equity Select ETF                                         07/31/20
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Small Cap US Equity Select ETF                                       07/31/20
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US Equity Dividend Select ETF                                        07/31/20
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First Trust SMID Cap Rising Dividend Achievers ETF                   01/31/20
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First Trust Indxx Innovative Transaction & Process ETF               01/19/20
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First Trust Nasdaq Artificial Intelligence and Robotics ETF          02/12/20
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First Trust Dorsey Wright DALI 1 ETF                                 05/11/20
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First Trust Dorsey Wright Momentum & Value ETF                        8/30/20
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First Trust Dorsey Wright Momentum & Low Volatility ETF               8/30/20
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