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Correspondence 0001445546-24-000605 from FIRST TRUST EXCHANGE-TRADED FUND IV (CIK 0001517936)

FIRST TRUST EXCHANGE-TRADED FUND IV (CIK 0001517936)
Date: Jan. 22, 2024 · CIK: 0001517936 · Accession: 0001445546-24-000605

AI Filing Summary & Sentiment

Date
January 22, 2024
Author
Chapman and Cutler
Form
CORRESP
Company
FIRST TRUST EXCHANGE-TRADED FUND IV (CIK 0001517936)

Letter

VIA EDGAR CORRESPONDENCE Division of Investment Management Disclosure Review and Accounting Office 100 F Street, N.E. Washington, DC 20549 Re: First Trust Exchange-Traded Fund IV

Dear Ms. Hahn:

On December 22, 2023, with respect to First Trust SSI Strategic Convertible Securities ETF (the “Fund”), First Trust Exchange-Traded Fund IV (the “Trust”) filed a preliminary proxy statement (the “Proxy Statement”) and related materials (together with the Proxy Statement, “Preliminary Proxy Materials”) with the Securities and Exchange Commission. The Proxy Statement includes proposals for shareholders to approve: (1) a new investment sub-advisory agreement for the Fund; and (2) a “manager of managers” structure for the Fund. This letter responds to comments that you provided to the undersigned on January 2, 2024. For your convenience, the substance of the comments provided has been restated below. The Trust’s response to each comment is set out immediately under the restated comment. Undefined capitalized terms have the meanings given to them in the Preliminary Proxy Materials.

Comment

We note that the letter to shareholders and Proposal 1 in the Proxy Statement state that since the closing of the Transaction, SSI has been majority owned indirectly by certain creditors of RIM rather than by the prior ownership group. If applicable with respect to the Transaction, please add disclosure to address Item 22(c)(6) of Schedule 14A.

Response

The Trust does not believe that Item 22(c)(6) of Schedule 14A is applicable with respect to the Transaction and, therefore, has not added any related disclosure.

Comment

In the Proxy Statement, the first sentence of the paragraph under “Proposal 1: Approval of a New Investment Sub-Advisory Agreement for the Fund – The Prior Sub-Advisory Agreement” states that SSI has served as the investment sub-adviser to the Fund since its inception. Please consider adding the relevant date.

Response

The disclosure has been revised as suggested to add the Fund’s inception date (i.e., November 3, 2015).

Comment

In the Proxy Statement, the first paragraph under “Proposal 1: Approval of a New Investment Sub-Advisory Agreement for the Fund – Comparison of Certain Terms of the New Sub-Advisory Agreement and Prior Sub-Advisory Agreement” includes a statement indicating that a provision in the Prior Sub-Advisory Agreement that permitted SSI to retain additional sub-advisers (the “Additional Sub-Adviser Provision”) has not been included in the New Sub-Advisory Agreement. Please clarify the reason for the omission.

Response

The disclosure included under the sub-heading “Additional Sub-Advisers” has been revised to clarify that if shareholders approve Proposal 2, the Fund will implement a “manager of managers structure” under which any additional sub-advisers would be retained by the Adviser. Disclosure has also been included to clarify that if shareholders approve Proposal 1, the Additional Sub-Adviser Provision will be omitted in the New Sub-Advisory Agreement whether or not shareholders also approve Proposal 2.

Thank you for your attention to this filing. Please contact me by telephone at (312) 845-3446 or by e-mail at russell@chapman.com if you have questions regarding any of the above responses.

Very truly yours,
Chapman and Cutler
llp

Show Raw Text
CORRESP
1
filename1.htm

        Chapman and Cutler LLP

320 South Canal Street, 27th Floor

Chicago, Illinois 60606

T 312.845.3000

F 312.701.2361

www.chapman.com

 January 22, 2024

VIA EDGAR CORRESPONDENCE

Ms. Jaea Hahn

U.S. Securities and Exchange Commission

Division of Investment Management

Disclosure Review and Accounting Office

100 F Street, N.E.

Washington, DC 20549

Re: First Trust Exchange-Traded
Fund IV

Dear Ms. Hahn:

On December 22, 2023, with
respect to First Trust SSI Strategic Convertible Securities ETF (the “Fund”), First Trust Exchange-Traded Fund IV (the
“Trust”) filed a preliminary proxy statement (the “Proxy Statement”) and related materials (together
with the Proxy Statement, “Preliminary Proxy Materials”) with the Securities and Exchange Commission. The Proxy Statement
includes proposals for shareholders to approve: (1) a new investment sub-advisory agreement for the Fund; and (2) a “manager of
managers” structure for the Fund. This letter responds to comments that you provided to the undersigned on January 2, 2024. For
your convenience, the substance of the comments provided has been restated below. The Trust’s response to each comment is set out
immediately under the restated comment. Undefined capitalized terms have the meanings given to them in the Preliminary Proxy Materials.

Comment
1

We note that the letter
to shareholders and Proposal 1 in the Proxy Statement state that since the closing of the Transaction, SSI has been majority owned indirectly
by certain creditors of RIM rather than by the prior ownership group. If applicable with respect to the Transaction, please add disclosure
to address Item 22(c)(6) of Schedule 14A.

Response
1

The Trust does not believe
that Item 22(c)(6) of Schedule 14A is applicable with respect to the Transaction and, therefore, has not added any related disclosure.

Comment
2

In the Proxy Statement,
the first sentence of the paragraph under “Proposal 1: Approval of a New Investment Sub-Advisory Agreement for the Fund –
The Prior Sub-Advisory Agreement” states that SSI has served as the investment sub-adviser to the Fund since its inception. Please
consider adding the relevant date.

Response
2

The disclosure has been
revised as suggested to add the Fund’s inception date (i.e., November 3, 2015).

Comment
3

In the Proxy Statement,
the first paragraph under “Proposal 1: Approval of a New Investment Sub-Advisory Agreement for the Fund – Comparison of Certain
Terms of the New Sub-Advisory Agreement and Prior Sub-Advisory Agreement” includes a statement indicating that a provision in the
Prior Sub-Advisory Agreement that permitted SSI to retain additional sub-advisers (the “Additional Sub-Adviser Provision”)
has not been included in the New Sub-Advisory Agreement. Please clarify the reason for the omission.

Response
3

The disclosure included
under the sub-heading “Additional Sub-Advisers” has been revised to clarify that if shareholders approve Proposal 2, the Fund
will implement a “manager of managers structure” under which any additional sub-advisers would be retained by the Adviser.
Disclosure has also been included to clarify that if shareholders approve Proposal 1, the Additional Sub-Adviser Provision will be omitted
in the New Sub-Advisory Agreement whether or not shareholders also approve Proposal 2.

Thank you for your attention
to this filing. Please contact me by telephone at (312) 845-3446 or by e-mail at russell@chapman.com if you have questions regarding any
of the above responses.

    Very truly yours,

    Chapman and Cutler
    llp

    By:
    /s/ Suzanne M. Russell

    Suzanne M. Russell

    -2-