September 13, 2021 First Trust Exchange-Traded Fund III

September 13, 2021

First Trust Exchange-Traded Fund III

000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000

Wheaton, Illinois 60187

Re: Second Fee Waiver Agreement Letter for First Trust Short Duration Managed Municipal ETF (the “Fund”), a series of First Trust Exchange-Traded Fund III (the “Trust”)

Ladies and Gentlemen:

Reference is hereby made to the Second Fee Waiver Agreement between the Trust, on behalf of the Fund, and First Trust Advisors L.P., the investment advisor to the Fund (the “Advisor”), dated as of June 8, 2021 (the “Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings attributed to them in the Agreement.

Notwithstanding anything to the contrary in the Agreement, the Advisor xxxxxx agrees to waive investment management fees otherwise payable to it by the Fund in the amount of 0.10% of the Fund’s average daily net assets (the “Waived Amount”) and that the Waiver Term shall continue until November 30, 2022. The parties hereby acknowledge that with the exception of the Waiver Term, the Agreement shall remain in full force and effect.

Very Truly Yours,

FIRST TRUST ADVISORS L.P.

/s/ Xxxxx X. Xxxxx                        

Xxxxx X. Xxxxx

Chief Financial Officer

AGREED AND ACKNOWLEDGED:

First Trust Exchange-Traded Fund III,

on behalf of First Trust Short Duration Managed Municipal ETF

/s/ Xxxxxx X. Xxxxx                                 

Xxxxxx X. Xxxxx

Treasurer, Chief Financial Officer and

Chief Accounting Officer