FIRST TRUST SERIES FUND

                              MULTIPLE CLASS PLAN
                         ADOPTED PURSUANT TO RULE 18F-3

     Whereas, First Trust Series Fund, a Massachusetts business trust (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"Act");

     Whereas, the Trust is authorized to and does issue shares of beneficial
interest in separate series, with the shares of each such series representing
the interests in a separate portfolio of securities and other assets (the
Trust's series together with all other such series subsequently established by
the Trust being referred to herein individually as a "Series" and collectively
as the "Series");

     Whereas, the Trust is authorized to and has divided the shares of each
Series into five classes, designated as Class A Shares, Class C Shares, Class F
Shares, Class I Shares and Class R3 Shares; and

     Whereas, the Board of Trustees of the Trust as a whole, and the trustees
who are not interested persons of the Trust (as defined in the Act) (the
"Non-Interested Members"), after having been furnished and having evaluated
information reasonably necessary to evaluate this Multiple Class Plan (the
"Plan"), have determined in the exercise of their reasonable business judgment
that the Plan is in the best interests of each class of each Series
individually, and each Series and the Trust as a whole.

     Now, Therefore, the Trust hereby adopts this Plan, effective the date
hereof, in accordance with Rule 18f-3 under the Act:

     Section 1. Class Differences. Each class of shares of a Series shall
represent interests in the same portfolio of investments of that Series and,
except as otherwise set forth in this Plan, shall differ solely with respect to:
(i) distribution, service and other charges and expenses as provided for in
Sections 2 and 3 of this Plan; (ii) the exclusive right of each class of shares
to vote on matters submitted to shareholders that relate solely to that class or
for which the interests of one class differ from the interests of another class
or classes; (iii) such differences relating to eligible investors as may be set
forth in the prospectus and statement of additional information of each Series,
as the same may be amended or supplemented from time to time (each a
"Prospectus" and "SAI" and collectively, the "Prospectus" and "SAI"); (iv) the
designation of each class of shares; and (v) conversion features.

     Section 2. Distribution and Service Arrangements; Conversion Features.
Class A Shares, Class C Shares, Class F Shares, Class I Shares and Class R3
Shares of each Series shall differ in the manner in which such shares are
distributed and in the services provided to shareholders of each such class as
follows:





     (a)   Class A Shares:

           (i) Class A Shares shall be sold at net asset value subject to a
     front-end sales charge set forth in the Prospectus and SAI;

           (ii) Class A Shares shall be subject to an annual service fee
     ("Service Fee") pursuant to a Plan of Distribution and Service Pursuant to
     Rule 12b-1 (the "12b-1 Plan") not to exceed 0.25 of 1% of the average
     daily net assets of the Series allocable to Class A Shares, which, as set
     forth in the Prospectus, SAI and the 12b-1 Plan, may be used to compensate
     certain authorized dealers for providing ongoing account services to
     shareholders; and

           (iii) Class A Shares shall not be subject to a Distribution Fee (as
     hereinafter defined);

           (iv) Class A Shares may be offered from time to time at net asset
     value without a front-end sales load, the terms and conditions of such
     offer will be described in the Fund's Prospectus or supplement thereto. If
     the Class A Shares are sold on a load-waived basis, such Class A Shares
     redeemed within approximately twelve months of purchase shall be subject
     to a contingent deferred sales charge ("CDSC") of 1% of the lower of the
     purchase price or redemption proceeds, as described in the Prospectus or
     supplement thereto.

     (b)   Class C Shares:

           (i) Class C Shares shall be sold at net asset value without a
     front-end sales charge;

           (ii) Class C Shares shall be subject to a Service Fee pursuant to
     the 12b-1 Plan not to exceed 0.25 of 1% of average daily net assets of the
     Series allocable to Class C Shares, which, as set forth in the Prospectus,
     SAI and the 12b-1 Plan, may be used to compensate certain authorized
     dealers for providing ongoing account services to shareholders;

           (iii) Class C Shares shall be subject to a Distribution Fee pursuant
     to the 12b-1 Plan not to exceed 0.75 of 1% of average daily net assets of
     the Series allocable to Class C Shares, which, as set forth in the
     Prospectus, SAI and the 12b-1 Plan, will be used to reimburse First Trust
     Portfolios L.P., the Fund's distributor, for certain expenses and for
     providing compensation to certain authorized dealers; and

           (iv) Class C Shares redeemed within 12 months of purchase shall be
     subject to a CDSC of 1% of the lower of (a) the net asset value of Class C
     Shares at the time of purchase or (b) the net asset value of Class C
     Shares at the time of redemption, as set forth in the Prospectus and SAI.





     (c)   Class F Shares

           (i) Class F Shares shall be sold at net asset value without a
     front-end sales charge;

           (ii) Class F Shares shall be subject to a Service Fee pursuant to
     the 12b-1 Plan not to exceed 0.15 of 1% of average daily net assets of the
     Series allocable to Class F Shares, which, as set forth in the Prospectus,
     SAI and the 12b-1 Plan, may be used to compensate certain authorized
     dealers for providing ongoing account services to shareholders;

           (iii) Class F Shares shall not be subject to a Distribution Fee.

     (d)   Class I Shares:

           (i) Class I Shares shall be sold at net asset value without a
     front-end sales charge;

           (ii) Class I Shares shall not be subject to a Service Fee; and

           (iii) Class I Shares shall not be subject to a Distribution Fee.

     (e)   Class R3 Shares:

           (i) Class R3 Shares shall be sold at net asset value without a
     front-end sales charge;

           (ii) Class R3 Shares shall be subject to a Service Fee pursuant to
     the 12b-1 Plan not to exceed 0.25 of 1% of average daily net assets of the
     Series allocable to Class R3 Shares, which, as set forth in the
     Prospectus, SAI and the 12b-1 Plan, may be used to compensate certain
     authorized dealers for providing ongoing account services to shareholders;
     and

           (iii) Class R3 Shares shall be subject to a Distribution Fee
     pursuant to the 12b-1 Plan not to exceed 0.50 of 1% of average daily net
     assets of the Series allocable to Class R3 Shares, which, as set forth in
     the Prospectus, SAI and the 12b-1 Plan, may be used to reimburse First
     Trust Portfolios L.P., the Fund's distributor, for certain expenses and
     for providing compensation to certain authorized dealers.

     Section 3. Allocation of Income, Expenses, Gains and Losses.

     (a) Investment Income, and Realized and Unrealized Gains and Losses. The
daily investment income, and realized and unrealized gains and losses, of a
Series will be allocated to each class of shares based on each class' relative
percentage of the total value of shares outstanding of the Series at the end of
the prior day.





     (b) Series Level Expenses. Expenses that are attributable to a Series, but
not a particular class thereof ("Series level expenses"), will be allocated to
each class of shares based on each class' relative percentage of the total value
of shares outstanding of the Series at the end of the prior day. Series level
expenses include fees for services that are received equally by the classes
under the same fee arrangement. All expenses attributable to a Series that are
not "class level expenses" (as defined below) shall be Series level expenses,
including but not limited to transfer agency fees and expenses, share
registration expenses, and shareholder reporting expenses.

     (c) Class Level Expenses. Expenses that are directly attributable to a
particular class of shares, including the expenses relating to the distribution
of a class' shares, or to services provided to the shareholders of a class, as
set forth in Section 2 of this Plan, will be incurred by that class of shares.
Class level expenses include expenses for services that are unique to a class of
shares in either form or amount. "Class level expenses" shall include, but not
be limited to, 12b-1 Service Fees, 12b-1 Distribution Fees, expenses associated
with the addition of share classes to a Series (to the extent that the expenses
were not fully accrued prior to the issuance of the new classes of shares),
expenses of administrative personnel and services required to support the
shareholders of a specific class, litigation or other legal expenses relating to
a specific class of shares, directors' fees or expenses incurred as a result of
issues relating to a specific class of shares, and accounting expenses relating
to a specific class of shares.

     (d) Fee Waivers and Expense Reimbursements. On a daily basis, if the Series
level expenses and the class level expenses (not including 12b-1 plan payments)
exceed the daily expense cap for the Series, an appropriate waiver/reimbursement
will be made to the Series. The amount of such reimbursement to each class will
be in an amount such that the expenses of the class with the highest expense
ratio (excluding Service Fees and Distribution Fees) will be equal to the daily
expense cap after reimbursement. The expense reimbursement will be allocated to
each class of shares based on each class' relative percentage of the total value
of shares outstanding of the Series at end of the prior day.

     Section 4. Exchange Privilege. Shares of a class of a Series may be
exchanged only for shares of the same class of another Series, except as
otherwise set forth in the Prospectus and SAI.

     Section 5. Term and Termination.

     (a) The Series. This Plan shall become effective with respect to each
Series on the date hereof, and shall continue in effect with respect to such
Class A Shares, Class C Shares, Class F Shares, Class I Shares and Class R3
Shares of each such Series until terminated in accordance with the provisions of
Section 5(c) hereof.

     (b) Additional Series or Classes. This Plan shall become effective with
respect to any class of shares of a Series other than Class A Shares, Class C
Shares, Class F Shares, Class I Shares and Class R3 Shares and with respect to
each additional Series or class thereof established by the Trust after the date
hereof and made subject to this Plan upon commencement of the initial public
offering thereof (provided that the Plan has previously been approved with
respect to such additional Series or class by votes of a majority of both (i)
the members of the Board of Trustees of the Trust, as a whole, and (ii) the





Non-Interested Members, cast at a meeting held before the initial public
offering of such additional Series or classes thereof), and shall continue in
effect with respect to each such additional Series or class until terminated in
accordance with provisions of Section 5(c) hereof. An addendum setting forth
such specific and different terms of such additional series or classes shall be
attached to or made part of this Plan.

     (c) Termination. This Plan may be terminated at any time with respect to
the Trust or any Series or class thereof, as the case may be, by vote of a
majority of both the Board of Trustees of the Trust, as a whole, and the
Non-Interested Members. The Plan may remain in effect with respect to the Trust
or any Series or class thereof even if it has been terminated in accordance with
this Section 5(c) with respect to any Series or class thereof.

     Section 6. Subsequent Series. The parties hereto intend that any open-end
investment company established subsequent to the date set forth below for which
First Trust Advisors L.P. acts as investment adviser (each a "Future Series"),
will be covered by the terms and conditions of this Plan, provided that the
Board of Trustees of the Trust on behalf of such Future Series as a whole, and
the Non-Interested Members of such Future Series, after having been furnished
and having evaluated information reasonably necessary to evaluate the Plan, have
determined in the exercise of their reasonable business judgment that the Plan
is in the best interests of each class of such Future Series individually, and
each Future Series and Trust as a whole.

     Section 7. Amendments.

     (a) General. Except as set forth below, any material amendment to this Plan
affecting a Trust or Series or class thereof shall require the affirmative vote
of a majority of both the members of the Board of Trustees of the Trust, as a
whole, and the Non-Interested Members that the amendment is in the best
interests of each class of each Series individually and each Series and Trust as
a whole.

     (b) Future Series. Any amendment to the Plan solely for the purpose of
adding a Future Series as a party hereto in accordance with Section 6, will not
require any action by the Board of Trustees of the Trust.

Dated:  _______,  2010.