AMENDED AND RESTATED FEE OFFSET AGREEMENT
THIS AMENDED AND RESTATED FEE OFFSET AGREEMENT (this "Agreement") is
entered into between First Trust Exchange-Traded Fund VI, a Massachusetts
business trust (the "Trust"), on behalf of Multi-Asset Diversified Income Index
Fund (the "Fund"), and First Trust Advisors L.P., an Illinois limited
partnership ("FTA"), as of January 31, 2016.
RECITALS:
A. 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, including the Fund.
B. FTA is the investment advisor to the Fund pursuant to that certain
Investment Management Agreement by and between the Trust and FTA, effective for
the Fund as of August 10, 2012 (the "Management Agreement"), and is responsible
for the selection and ongoing monitoring of the securities in the Fund's
portfolio and certain other services necessary for the management of the Fund
and is paid an annual management fee by the Fund.
C. FTA and the Fund previously agreed to offset certain fees and expenses
by reducing certain management fees otherwise payable to FTA by the Fund for the
period December 15, 2014 through January 31, 2016.
D. FTA and the Fund desire to continue to offset certain fees and
expenses by reducing certain management fees otherwise payable to FTA by the
Fund for the period January 31, 2016 through January 31, 2017 pursuant to this
Agreement.
E. FTA and the Trust desire to more fully describe and document the
above-described fee offset for the Fund all in accordance with the terms and
provisions hereinafter set forth.
NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and other good
and valuable consideration, the parties hereto hereby agree as follows:
Section 1. Offset of Fees. FTA agrees to reduce the management fees
otherwise payable to FTA by the Fund pursuant to the Management Agreement by the
portion of the management fees earned by FTA from the Fund for assets invested
in other investment companies advised by FTA. The aggregate amount of offset
fees shall be accrued daily and paid on a monthly basis for the Fund but
calculated on an annualized basis.
Section 2. FTA-Managed Investment Companies Only. For the avoidance of
doubt, this Agreement shall only apply to those management fees that are
attributable to the Fund's investment in investment companies that are party to
an investment management agreement with FTA. \
Section 3. Accounting. FTA's fund accounting department shall develop and
maintain appropriate internal accounting policies and procedures to monitor and
calculate the aggregate amount of fees offset on a monthly basis for the Fund.
Section 4. Term and Continuation. This Agreement shall continue until the
earliest of (i) January 31, 2017; (ii) its termination at the direction of the
Trust's Board of Trustees or (iii) upon the termination of the Management
Agreement.
Section 5. Notices. Any notice shall be sufficient when sent to the other
party at the address of such party, set forth below such party's signature on
this Agreement.
Address: First Trust Advisors L.P. Address: First Trust Exchange-Traded
000 Xxxx Xxxxxxx Xxxxx Xxxx XX
Xxxxxxx, Xxxxxxxx 00000 000 Xxxx Xxxxxxx Xxxxx
Attention: W. Xxxxx Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
General Counsel Attention: W. Xxxxx Xxxxxxx,
Secretary
Section 6. Entire Agreement; Amendments. This Agreement supersedes and
abrogates all prior understandings, communications and agreements (whether
written or oral) between the parties with respect to the subject matter hereof,
and this Agreement constitutes the entire agreement between the parties with
respect to such subject matter. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto. No assignment by
either party shall be of any force except with the prior written consent of the
other party.
Section 7. Governing Law; Miscellaneous. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Illinois (without
regard to conflicts of law), including all matters of construction, validity,
and performance; provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation of the Securities and
Exchange Commission. If any provision of this Agreement shall be held or made
invalid by a court's decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. The captions in this Agreement are
included for convenience only and in no way define any of the provisions hereof
or otherwise affect their construction or effect. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors.
Section 8. Massachusetts Trust. All parties hereto are expressly put on
notice of the Trust's Declaration of Trust and all amendments thereto, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability contained therein. This
Agreement is executed on behalf of the Trust by the Trust's officers as officers
and not individually and the obligations imposed upon the Trust or the Fund by
this Agreement are not binding upon any of the Trust's Trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Fund, and persons dealing with the Trust must look solely to the assets of
the Fund for the enforcement of any claims.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FIRST TRUST ADVISORS L.P.
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FIRST TRUST EXCHANGE-TRADED FUND VI,
ON BEHALF OF MULTI-ASSET DIVERSIFIED INCOME INDEX FUND
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