Correspondence 0001445546-24-001224 from FIRST TRUST EXCHANGE-TRADED FUND IV (CIK 0001517936)
FIRST TRUST EXCHANGE-TRADED FUND IV (CIK 0001517936)
Date: Feb. 12, 2024 · CIK: 0001517936 · Accession: 0001445546-24-001224
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File numbers found in text: 333-174332, 811-22559
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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
February 12, 2024
VIA EDGAR
CORRESPONDENCE
Emily Rowland
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
First Trust Exchange-Traded Fund IV (the “Trust”)
File Nos. 333-174332; 811-22559
Dear Ms. Rowland:
This letter responds
to your comments regarding the registration statement filed on Form N-1A for First Trust Exchange-Traded Fund IV (the “Registrant”
or “Trust”) with the staff of the Securities and Exchange Commission (the “Staff”) on November 20,
2023 (the “Registration Statement”). The Registration Statement relates to the FT Vest Dow Jones Internet Target Income
ETF (the “Fund”), a series of the Trust. Please note that the Fund intends to change its name to FT Vest Dow Jones
Internet & Target Income ETF. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the
Registration Statement.
Comment
1 – General
The Staff reminds
the Registrant and its management that they are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review,
comments, action or absence of action by the Staff. Where a comment is made in one location, it is applicable to all similar disclosures
appearing elsewhere in the Registration Statement. Please ensure that corresponding changes are made to all similar disclosure.
Please provide responses
to all of the Staff’s comments on EDGAR at least five business days before the effective date of the Registration Statement.
Response
to Comment 1
The Registrant confirms
that corresponding changes made in response to the Staff’s comments have been made to any similar disclosure throughout the Registration
Statement and that it will provide the Staff with a response letter in the form of correspondence at least five business days before effectiveness.
Comment
2 – General
Please supplementally
provide a completed fee table and expense examples for the Fund.
Response
to Comment 2
A completed fee table
and expense examples have been attached hereto as Exhibit A.
Comment
3 – General
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
“Internet Companies”
are companies that generate at least 50% of sales or revenue from the “Internet Commerce” sector (i.e., online retail,
search, financial services, investment products, social media, advertising, travel platforms, and internet radio)…
Please clarify in
the disclosure whether the use of “online” in the parenthetical modifies each of the examples in the list.
Response
to Comment 3
Pursuant to the Staff’s
comment, referenced disclosure has been revised as follows:
“Internet Companies”
are companies that generate at least 50% of sales or revenue from the Internet, and belong to either the “Internet
Commerce” sector (i.e., online retail, search, financial services, investment products, social media, advertising, and
travel platforms, and internet radio)…(emphasis added)
Comment
4 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
The Fund’s strategy
may involve frequently buying and selling portfolio securities.
The Fund seeks to
generate income from premiums on written options. Please explain in the disclosure why the Fund must sell securities in order to deliver
this target level on income.
-2-
Response
to Comment 4
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as follows:
The Fund’s strategy
may involve frequently buying and selling portfolio securities. There may be times when the Fund needs to sell securities when it
would not otherwise do so in order to modify its portfolio to achieve its investment objective or generate proceeds to settle an option
position. (emphasis added)
For additional disclosure
regarding why the Fund might sell securities in order to deliver a target level of income, the Registrant refers the Staff to “Distribution
Tax Risk” set forth in the sections entitled “Principal Risks” and “Risks of Investing in the Fund – Principal
Risks.”
Comment
5 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
As of _____, 2023,
the Fund expects to have significant investments in information technology companies and communication services companies, although this
may change from time to time.
If accurate, please
revise this disclosure to state that the Fund is concentrated in the information technology sector. If the Fund is also concentrated in
communication services companies, please disclose which industry such companies are in.
Please also add relevant
risk disclosures regarding the risk of concentrating investments in such industries.
Response
to Comment 5
Pursuant to the Staff’s
comment, the following disclosure has been added to the sixth paragraph of the section entitled “Principal Investment Strategies”:
The Fund will be concentrated
(i.e., invest more than 25% of Fund assets) in an industry or a group of industries to the extent that the Index is so concentrated.
The Registrant confirms
that it will add relevant risk disclosures regarding the risk of concentrating investments in certain industries, if necessary.
Comment
6 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
Over time, the Fund
may have significant investments in a jurisdiction, investment sector or industry that it may not have had as of _____, 2023.
Please explain why
the use of “jurisdiction” is relevant in this disclosure given the Fund’s holdings of U.S. companies or revise accordingly.
Response
to Comment 6
The Registrant and
the Advisor have considered the Staff’s comment and respectfully decline to make changes to the disclosure. The Registrant and the
Advisor believe that the disclosure, as currently presented, is appropriate for investor comprehension.
-3-
Comment
7 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
To the extent the
Fund invests a significant portion of its assets in a given jurisdiction or investment sector, the Fund may be exposed to the risks associated
with that jurisdiction, investment sector or industry.
Please consider adding
“or industry” after “sector” in the disclosure.
Response
to Comment 7
Pursuant to the Staff’s
comment, referenced disclosure has been revised as follows:
To the extent the
Fund invests a significant portion of its assets in a given jurisdiction, or investment sector or
industry or group of industries, the Fund may be exposed to the risks associated with that jurisdiction, investment sector or
industry or group of industries. (emphasis added)
Comment
8 – Principal Risks
The Staff notes that
the principal risks appear in alphabetical order. Please order the risks to prioritize the risks that are most likely to adversely affect
the Fund’s net asset value, yield and total return.
Response
to Comment 8
The Registrant respectfully
declines to revise the disclosure as requested by the Staff. Ultimately, the Registrant has reached the same conclusion as many other
industry participants and declines to make the requested revisions as it believes the disclosure is compliant with the requirements of
Form N-1A. The Registrant continues to evaluate its approach to the ordering of risk factors in light of recent Securities and Exchange
Commission guidance.
-4-
Comment
9 – Principal Risks
The Staff notes the
following disclosure in “Distribution Tax Risk” set forth in the section entitled “Principal Risks”:
The Fund currently
expects to make distributions on a regular basis.
Please revise “regular
basis” to “monthly basis.”
Response
to Comment 9
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as follows:
The Fund currently
expects to make distributions on a regular monthly basis. (emphasis added)
Comment
10 – Principal Risks
The Staff notes “Smaller
Companies Risk” set forth in the section entitled “Principal Risks.” Please confirm whether this risk is a principal
risk given the Fund’s investment portfolio.
Response
to Comment 10
Pursuant to the Staff’s
comment, the referenced disclosure has been moved to the section entitled “Risks of Investing in the Fund – Non-Principal
Risks.”
Comment
11 – Performance
Please disclose the
broad-based securities market index that the Fund intends to use.
Response
to Comment 11
The Fund’s broad-based
securities market index will be the S&P 500 Index.
Comment
12 – Additional Information on the Fund’s Investment Objectives and Strategies
Please provide information
about whether the Fund may engage in active or frequent trading of portfolio securities and, if it will, please explain the tax consequences
to shareholders.
Response
to Comment 12
The Fund does not
expect to engage in active or frequent trading of the equity securities in its portfolio.
-5-
Comment
13 – Additional Information on the Fund’s Investment Objectives and Strategies
Please add to the
discussion regarding the index methodology how securities are weighted in the Index when the Index is rebalanced and reconstituted. Please
also disclose here the name of the Index Provider.
Response
to Comment 13
Pursuant to the Staff’s
comment, the following disclosure has been added to the sections entitled “Principal Investment Strategies” and “Additional
Information on the Fund’s Investment Objectives and Strategies”:
The Index is
developed, maintained and sponsored by S&P Dow Jones Indices.
The Registrant and
the Advisor have considered the Staff’s comment and respectfully decline to add to the discussion regarding the index methodology
how securities are weighted in the Index when the Index is rebalanced and reconstituted. Because the Fund is selecting securities included
in the Index, not tracking the Index, the weightings of the securities in the Index will not have any impact on how the Sub-Advisor decides
to weight the securities in the Fund’s portfolio. Therefore, the Registrant and the Advisor believe that the disclosure, as currently
presented, is appropriate for investor comprehension.
Comment
14 – Fund Investments
The Staff notes “Options
Contracts” set forth in the section entitled “Fund Investments.” Please supplementally inform the Staff whether the
Fund will use an absolute or relative VaR test. If relative, please confirm the identity of the index.
Response
to Comment 14
The Registrant confirms
to the Staff that the Fund will utilize a relative VaR test and that the comparative index will be the Fund’s portfolio less derivatives.
Comment
15 – Risks of Investing in the Fund
The Staff notes “Significant
Exposure Risk” set forth in the section entitled “Risks of Investing in the Fund – Principal Risks.” If the Fund
is concentrated, please revise this risk to disclose such concentration.
Response
to Comment 15
The Registrant and
the Advisor have considered the Staff’s comment and respectfully decline to make changes to the disclosure. The Registrant and the
Advisor believe that the disclosures relating to the Fund’s concentration, as currently presented, are appropriate for investor
comprehension and respectfully call the Staff’s attention to the Fund’s concentration policy set forth in the section entitled
“Principal Investment Strategies” and “Index Concentration Risk” disclosures set forth in the sections entitled
“Principal Risks” and “Risks of Investing in the Fund – Principal Risks.”
-6-
Comment
16 – Statement of Additional Information
Regarding the disclosure
on derivative actions, the Staff reiterates in full the comments provided on the Declaration of Trust disclosure for the First Trust Multi-Manager
International ETF.
Response
to Comment 16
The Registrant and
the Advisor have considered the Staff’s comment and respectfully decline to make the requested changes. The Registrant and the Advisor
believe that the disclosure, as currently presented, is appropriate for investor comprehension.
Comment
17 – Statement of Additional Information
Regarding the disclosure
on fiduciary duties, the Staff reiterates in full the comments provided on the Declaration of Trust disclosure for the FT Cboe Vest Rising
Dividend Achievers Target Income ETF.
Response
to Comment 17
The Registrant notes
that the Declaration contains a provision that clarifies that the Trustees of the Trust are not subject to the law in Massachusetts or
other states relating to the duties and liabilities of trustees of donative trusts (a trust that establishes a gift of an interest in
property to a beneficiary) or probate trusts (a trust which allows a person to place an asset into trust and retain control and access)
or similar common law trusts, but are subject only to the law in Massachusetts relating to the trustees of Massachusetts business trusts
under Chapter 182 of the Massachusetts General Laws. This provision does not eliminate the fiduciary duties of the trust’s Trustees,
but limits those duties to the duties of trustees of Massachusetts business trusts. In addition, as noted, the Trustees remain fully subject
to their duties under the federal securities laws. Pursuant to the Staff’s request, the below disclosure has been added to each
Fund’s SAI. The Registrant believes that adding this disclosure to the SAI and not the Prospectus, as requested by the Staff, is
appropriate for investor comprehension.
The Declaration provides
that a Trustee acting in his or her capacity as Trustee is liable to the Trust for his or her own bad faith, willful misfeasance, gross
negligence, or reckless disregard of his or her duties involved in the conduct of the individual’s office, and for nothing else
and shall not be liable for errors of judgment or mistakes of fact or law. The Declaration also provides that the Trustees of the Trust
will be subject to the laws of the Commonwealth of Massachusetts relating to Massachusetts business trusts, but not to the laws of Massachusetts
relating to the trustees of common law trusts, such as donative or probate type trusts… These provisions are not intended to restrict
any shareholder rights under the federal securities laws and the Declaration specifically provides that no provision of the Declaration
shall be effective to require a waiver of compliance with any provision of, or restrict any shareholder rights expressly granted by, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the 1940 Act, or of any valid rule, regulation,
or order of the Commission thereunder.
-7-
Comment
18 – Statement of Additional Information
Please confirm that
the Fund has the consent of counsel for the new series of the Trust.
Response
to Comment 18
The Registrant confirms
that the consent of counsel will be filed prior to effectiveness.
********
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
-8-
Exhibit
A
Fees and Expenses of the Fund
The following table describes the
fees and expenses you may pay if you buy, hold and sell shares of the Fund. Investors may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table and example below.
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
None
Annual Fund Operating Expenses
(expense