Correspondence 0001445546-23-006152 from FIRST TRUST EXCHANGE-TRADED FUND VI (CIK 0001552740)
FIRST TRUST EXCHANGE-TRADED FUND VI (CIK 0001552740)
Date: Sept. 22, 2023 · CIK: 0001552740 · Accession: 0001445546-23-006152
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File numbers found in text: 333-182308, 811-22717
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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
September 22, 2023
VIA EDGAR
CORRESPONDENCE
Yoon Choo
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
First Trust Exchange-Traded Fund VI (the “Trust”)
File Nos. 333-182308; 811-22717
Dear Ms. Choo:
This letter responds
to your comments regarding the registration statement filed on Form N-1A for First Trust Exchange-Traded Fund VI (the “Trust”)
with the staff of the Securities and Exchange Commission (the “Staff”) on June 7, 2023 (the “Registration
Statement”). The Registration Statement relates to the First Trust S&P 500 Diversified Dividend Aristocrats 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
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
confirm the figures in the expense example.
Response
to Comment 2
The figures in the
expense example have been revised as set forth on Exhibit A.
Comment
3 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
Under normal conditions,
the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in the securities of the Index.
To avoid confusion,
please consider changing the 80% figure to 90%, per the Item 9 disclosure.
Response
to Comment 3
The disclosure has
been revised to clarify that the Fund has a policy to invest 90% of its net assets in the securities comprising the Index.
Comment
4 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
The Index Provider
reserves the right to make exceptions when applying the methodology if the need arises.
Please explain in
an appropriate location in the prospectus when the Index Provider may make exceptions to the methodology.
Response
to Comment 4
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as set forth below:
The Index Provider
reserves the right to make exceptions when applying the methodology if the need arises to ensure that the Index continues to achieve
its objective. (emphasis added)
-2-
Comment
5 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
The stocks are then
ranked by their dividend yields. Within each sector, the Index Provider selects the eligible stocks with the highest dividend yield until
the number of stocks is equivalent to 20% of the sector count in the starting universe (the “sector target count”).
The methodology states
that within each GICS sector, eligible stocks are ranked in descending order by indicated annual dividend yield. Please revise the disclosure
to more accurately reflect the methodology.
The Staff also notes
that the index methodology states that the Index selects a target of 100 constituents from the Index’s starting universe. Please
add this to the strategy discussion.
Response
to Comment 5
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as follows:
The Index seeks to
select 100 securities that meet its eligibility criteria.
The
Index’s starting universe consists of all the securities comprising the S&P 500® Index. From
the starting universe, only those securities with stable or increasing total dividend per share amounts every year for at least 15
consecutive years are eligible for inclusion, subject to a relaxation rule. The remaining securities are then ranked in their
respective GICS® sectors in descending order by indicated annualized dividend yield. The highest ranked
securities, in descending order, are selected until the number of securities in each sector reaches the “sector target
count,” which is equivalent to 20% of the number of securities comprising the sector in the S&P 500®
Index.
Comment
6 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
The weight for each
Index constituent is constrained between 0.25% and 4.00% at the time of rebalance.
Please explain in
the disclosure how the weight of each security is determined at annual reconstitution and at rebalance.
-3-
Response
to Comment 6
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as follows:
At each Index reconstitution
and rebalance, the Index seeks to mirror the weights of each sector within the S&P 500® Index (each a “Target
Sector Weight”), with constituents weighted by annualized dividend yield within each GICS® sector. The weight
for each Index constituent is constrained between 0.25% and 4.00% at the time of rebalance.
Comment
7 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
If no additional eligible
companies exist in a sector, the sector weight will deviate from its target weight.
If accurate, please
add “and the weight difference is distributed proportionately among the other sectors” to the end of the disclosure.
Response
to Comment 7
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as follows:
If no additional eligible
companies exist in a sector, the sector weight will deviate from its Target Sector Weight and the weight difference is distributed
proportionately among the other sectors. (emphasis added)
Comment
8 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
The Index is reconstituted
annually and rebalanced quarterly, and the Fund will make corresponding changes to its portfolio shortly after the Index changes are made
public. The Fund will be concentrated in an industry or a group of industries to the extent that the Index is so concentrated.
Please disclose what
adjustments are made at the quarterly rebalancing. Please also explain what the term “concentrated” means in the disclosure.
-4-
Response
to Comment 8
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as follows:
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.
(emphasis added)
Additionally, the
following disclosure has been added to the section entitled “Principal Investment Strategies”:
At each Index reconstitution
and rebalance, the Index seeks to mirror the weights of each sector within the S&P 500® Index (each a “Target
Sector Weight”), with constituents weighted by annualized dividend yield within each GICS® sector.
Comment
9 – Principal Investment Strategies
The Staff notes the
following disclosure set forth in the section entitled “Principal Investment Strategies”:
The Fund is classified
as “non-diversified” under the Investment Company Act of 1940, as amended (the “1940 Act”).
Please reconcile this
disclosure with the disclosure set forth in the statement of additional information which states that the Fund is “diversified.”
Response
to Comment 9
The Fund is diversified.
Any language indicating that the Fund is non-diversified has been deleted.
Comment
10 – 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 10
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.
-5-
Comment
11 – Annual Total Return
The Staff notes the
following disclosure set forth in the section entitled “Annual Total Return”:
Therefore, the Fund’s
performance and historical returns shown below are not necessarily indicative of the performance that the Fund, based on the Index, would
have generated.
Please insert “reflect
performance of the Fund based on the Nasdaq Riskalyze US Large Cap Select Dividend IndexTM” immediately following “shown
below” in the disclosure.
Response
to Comment 11
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as follows:
Therefore, any Fund
performance and historical returns shown below that incorporate Fund performance prior to October 3, 2023 reflect performance of the Fund
based on the Nasdaq Riskalyze US Large Cap Select Dividend IndexTM and are not necessarily indicative of the performance that
the Fund, based on the S&P 500 Sector-Neutral Dividend Aristocrats Index, would have generated.
Comment
12 – Additional Information on the Fund’s Investment Objective and Strategies
Please provide the
information required by Instruction 4 of Item 9(b)(1) of Form N-1A (i.e., any policy to concentrate in securities of issuers in
a particular industry or group of industries).
If accurate, please
also disclose that the Fund is classified as “non-diversified” under the Investment Company Act of 1940.
Response
to Comment 12
Pursuant to the Staff’s
comment, the following disclosure has been added to the section entitled “Additional Information on the Fund’s Investment
Objective and Strategies”:
The Index is reconstituted annually
and rebalanced quarterly, and the Fund will make corresponding changes to its portfolio shortly after the Index changes are made public.
The Index’s quarterly rebalance schedule may cause the Fund to experience a higher rate of portfolio turnover. 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.
-6-
Comment
13 – Fund Investments
The Staff notes the
following disclosure set forth in the section entitled “Fund Investments—Principal Investments—Equity Securities”:
The Fund invests
in equity securities, including common stocks.
If common stocks are
the principal investment, please clarify this in the disclosure.
Response
to Comment 13
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as set forth below.
The Fund invests
in common stocks.
Comment
14 – Risks of Investing in the Fund
The Staff notes “Portfolio
Turnover Risk” set forth in the section entitled “Risks of Investing in the Fund —Principal Risks.” Please add
the first sentence of the risk to the principal investment strategy discussion or supplementally explain why it is not appropriate to
do so.
To the extent that
any portfolio repositioning due to the change in Index increases portfolio turnover, please add disclosure relating to the tax consequences
to existing and new investors. Please also reflect this information in the Item 18 disclosure.
Response
to Comment 14
The Fund effectuates
creations and redemptions in-kind, rather than in cash, and will use this mechanism to effectuate the repositioning of its portfolio in
connection with the change in the Index it seeks to track. Accordingly, portfolio turnover in connection with the Index change has been
judged to be unlikely to cause material adverse tax consequences to existing and new investors. Additionally, in the unlikely event that
the creation and redemption process does not prevent the Fund from incurring material capital gains tax liabilities in connection with
its portfolio repositioning, the Fund has over $1 million in non-expiring capital loss carryforward to offset those capital gains.
Comment
15 – Risks of Investing in the Fund
The Staff notes the
first sentence of “Cash Transactions Risk” set forth in the section entitled “Risks of Investing in the Fund —Non-Principal
Risks.” The principal risk factors state that the Fund expects to effect a significant portion of creations and redemptions in cash.
If that statement is accurate, please consider whether “Cash Transactions Risk” should be a principal risk factor.
Response
to Comment 15
The Fund generally
expects to effectuate creations and redemptions in-kind. Any conflicting disclosure has been deleted.
-7-
Comment
16 – Risks of Investing in the Fund
The Staff notes “Mid
Capitalization Companies Risk” set forth in the section entitled “Risks of Investing in the Fund —Non-Principal Risks.”
Please delete this risk factor or supplementally explain why it is applicable to the Fund.
Response
to Comment 16
The referenced disclosure
has been deleted.
Comment
17 – 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 17
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
18 – 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 18
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 mis