FIRST TRUST SERIES FUND

                        DESIGNATION OF CLASSES OF SHARES

                        (EFFECTIVE AS OF MARCH 9, 2015)

      WHEREAS, the Initial Trustee of First Trust Series Fund, a Massachusetts
business trust (the "Trust"), acting pursuant to Section 4.9(b) of the
Declaration of Trust of the Trust dated as of July 9, 2010 (the "Declaration"),
divided the initial two series of the Trust, First Trust Preferred Securities
and Income Fund and First Trust/Confluence Small Cap Value Fund, each into five
classes of shares of beneficial interests in such series, Class A, Class C,
Class F, Class I, and Class R3;

      WHEREAS, the Trustees of the Trust, at a meeting held on June 11,
2012,further divided the shares of the series First Trust Short Duration High
Income Fund into five classes of shares of beneficial interests in such series,
Class A, Class C, Class F, Class I and Class R3;

      WHEREAS, the Trustees of the Trust, at a meeting held on March 9, 2015,
have authorized the division of the shares of beneficial interests (the
"Shares") in each series of the Trust, whether now established and designated or
established and designated in the future (each, a "Series"), into the following
classes of shares of beneficial interests in such Series:

Class A, Class C, Class F, Class I, and Class R3

(each, a "Class") with such relative rights, preferences, privileges,
limitations, restrictions and other relative terms as are set forth below:

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

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

3. All Shares of a Class of a Series shall be identical with each other and with
the Shares of each other Class of the same Series except for such variations
between Classes as may be authorized by the Trustees from time to time and set
forth 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
Class of such Series, as the same may be amended and supplemented from time to
time ("Prospectus"). The Trustees may change the name or other designation of a
Class; and take such other action with respect to the Classes as the Trustees
may deem desirable.

4. With respect to the Shares of a Class of a Series, (a) the time and method of
determining the purchase price, (b) the fees and expenses, (c) the
qualifications for ownership, if any, (d) minimum purchase amounts, if any, (e)
minimum account size, if any, (f) the price, terms and manner of redemption of,
(g) any conversion or exchange feature or privilege , (h) the relative dividend
rights, and (i) 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 Class of 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
Class of a Series that have been established by the Trustees, divide or combine
the issued or unissued Shares of any Class of a Series into a greater or lesser
number; classify or reclassify any issued or unissued Shares of any Class of a
Series into one or more Classes of such Series; combine two or more Classes of a
Series into a single Class of such Series; in each case without any action or
consent of the Shareholders.

6. The designation of any Class hereby shall not impair the power of the
Trustees from time to time to designate additional Classes of Shares of a Series
or terminate any one or more Classes of a Series hereby designated.

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

      IN WITNESS WHEREOF, the undersigned, being the Secretary of the Trust, has
executed this instrument as of this 9th day of March, 2015.


                                               /s/ W. Scott Jardine
                                               --------------------------------
                                                   W. Scott Jardine, Secretary