FIRST TRUST EXCHANGE-TRADED FUND VI
SUBSCRIPTION AGREEMENT
This Subscription Agreement (the "Agreement") made this ____ day of
August, 2012 by and between First Trust Exchange-Traded Fund VI, a Massachusetts
business trust (the "Trust"), on behalf of each of its series, Multi-Asset
Diversified Income Index Fund and First Trust NASDAQ Technology Dividend Index
Fund (each a "Fund" and collectively the "Funds"), and First Trust Portfolios
L.P., an Illinois limited partnership (the "Subscriber").
RECITALS:
1. The Trust has been formed for the purposes of carrying on business as
an open-end management investment company;
2. The Funds are each a series of the Trust;
3. The Subscriber wishes to subscribe for and purchase, and the Trust
wishes to sell to the Subscriber, 5,000 shares of the First Trust NASDAQ
Technology Dividend Index Fund at $20 per share; and
4. The Subscriber wishes to subscribe for and purchase, and the Trust
wishes to sell to the Subscriber, 2 shares of the Multi-Asset Diversified Income
Index Fund at $20 per share.
NOW, THEREFORE, IT IS AGREED:
l. The Subscriber subscribes for and agrees to purchase from the Trust
5,000 shares of the First Trust NASDAQ Technology Dividend Index Fund at $20 per
share. Subscriber agrees to make payment for these shares of the Fund at such
time as demand for payment may be made by an officer of the Trust.
2. The Subscriber subscribes for and agrees to purchase from the Trust 2
shares of Multi-Asset Diversified Income Index Fund at $20 per share. Subscriber
agrees to make payment for these shares of the Fund at such time as demand for
payment may be made by an officer of the Trust.
3. The Trust, on behalf of the Funds, agrees to issue and sell said
shares to Subscriber promptly upon its receipt of the purchase price.
4. To induce the Trust, on behalf of the Funds, to accept its
subscription and issue the shares subscribed for, the Subscriber represents that
it is informed as follows:
(a) That the shares being subscribed for have not been and will
not be registered under the Securities Act of l933 ("Securities Act");
(b) That the shares will be sold by the Fund in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Trust's reliance upon an exemption from the
registration requirements of the Securities Act is predicated in part on
the representations and agreements contained in this Agreement;
(d) That when issued, the shares will be "restricted securities"
as defined in paragraph (a)(3) of Rule l44 of the General Rules and
Regulations under the Securities Act ("Rule l44") and cannot be sold or
transferred by Subscriber unless they are subsequently registered under
the Securities Act or unless an exemption from such registration is
available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the Subscriber
for resale of the shares. In the future, certain exemptions may possibly
become available, including an exemption for limited sales including an
exemption for limited sales in accordance with the conditions of Rule l44.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
5. To further induce the Trust, on behalf of the Funds, to accept its
subscription and issue the shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are
being and will be acquired for investment for its own account and not on
behalf of any other person or persons and not with a view to, or for sale
in connection with, any public distribution thereof; and
(b) Agrees that any certificates representing the shares
subscribed for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for investment and
have not been registered under the Securities Act of l933 or any
other federal or state securities law. These shares may not be
offered for sale, sold or otherwise transferred unless registered
under said securities laws or unless some exemption from
registration is available.
6. This Agreement and all of its provisions shall be binding upon the
legal representatives, heirs, successors and assigns of the parties hereto.
7. The Trust's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Funds
by the Trust's officers as officers and not individually and the obligations
imposed upon the Trust by this Agreement are not binding upon any of the Trust's
- 2 -
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Funds, each a series of the Trust.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
SIGNATURE PAGE FOLLOWS.]
- 3 -
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
FIRST TRUST EXCHANGE-TRADED FUND IV, ON
BEHALF OF EACH OF ITS SERIES, MULTI-ASSET
DIVERSIFIED INCOME INDEX FUND AND FIRST
TRUST NASDAQ TECHNOLOGY DIVIDEND
INDEX FUND
By _____________________________________________
Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
FIRST TRUST PORTFOLIOS L.P.
By _____________________________________________
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
