SEC Company Response from FIRST TRUST EXCHANGE-TRADED FUND II (CIK 0001364608) — Mar 18, 2022
FIRST TRUST EXCHANGE-TRADED FUND II (CIK 0001364608)
Date: March 18, 2022 · CIK: 0001364608 · Accession: 0001445546-22-002117
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File numbers found in text: 333-143964, 811-21944
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CORRESP
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Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, Illinois 60606
T 312.845.3000
F 312.701.2361
www.chapman.com
March 18, 2022
VIA EDGAR
CORRESPONDENCE
Alberto Zapata
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
First Trust Exchange-Traded Fund II (the “Trust”)
File Nos. 333-143964; 811-21944
Dear Mr. Zapata:
This letter responds
to your additional comments regarding the registration statement filed on Form N-1A for First Trust Exchange-Traded Fund II (the
“Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on December 7, 2021
(the “Registration Statement”). The Registration Statement relates to the First Trust Indxx Metaverse ETF (the “Fund”),
a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration
Statement.
Comment
1 – General
Please provide an
80% test that includes a 50% revenue or asset requirement, or alternatively, confirm that the Index will only include Primary Companies
(as defined in the Registration Statement).
Response
to Comment 1
In accordance with
the Staff’s comment, the Fund confirms that only companies that derive 50% of revenues from, or devote 50% of assets to, one of
the Metaverse sub-themes (as described in the Registration Statement) will be included in the Index. Further, the Fund has a policy to
invest at least 80% of its net assets (plus any borrowings for investment purposes) in the common stocks and depositary receipts that
comprise the Index.
Comment
2 – Principal Investment Strategies
Please confirm: (i)
whether the Index is bespoke and exclusive to the Fund; and (ii) whether the Index Provider intends to communicate with the Fund’s
investment advisor in connection with its “right to use qualitative judgment to include, exclude, adjust, or postpone the inclusion
of a stock in the Index.”
Response
to Comment 2
In accordance with
the Staff’s comment, the Fund confirms that while the Fund is currently the only party utilizing the Index, it may be utilized by
the Index Provider and/or third-parties for purposes unrelated to the Fund. The Fund further confirms that the Index Provider will not
communicate with the Fund’s investment advisor with respect to alterations to the Index constituents and/or methodology prior to
such information being made public.
********
Please call me at
(312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler
llp
By:
/s/ Morrison C. Warren
Morrison C. Warren