SecProbe.io

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

August 22, 2023

VIA EDGAR CORRESPONDENCE

Mark Cowan

Chad D. Eskildsen

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

  Re:
  First Trust Exchange-Traded Fund VIII,
on behalf of First Trust Active

Global Quality Income ETF, a series of the Registrant

File No. 333-272953

Dear Mr. Cowan and Mr. Eskildsen:

We received your oral
comments via telephonic conference on July 5, 2023 and July 20, 2023 regarding the Registration Statement on Form N-14 (the “Registration
Statement”) for First Trust Exchange-Traded Fund VIII, on behalf of First Trust Active Global Quality Income ETF, a series of
the Registrant (the “Fund” or the “Acquiring Fund” and, together with First Trust Dynamic Europe
Equity Income Fund (the “Target Fund”), the “Funds”) filed on June 27, 2023. Capitalized terms used
but not defined herein have the meanings ascribed to such terms in the Registration Statement and the prospectus contained therein (the
“Prospectus”). We are submitting via EDGAR this letter on behalf of the Fund, which is intended to respond to your
comments.

DISCLOSURE COMMENTS

Comment
1

In the letter
to shareholders, please clarify that the Target Fund is a closed-end fund.

Response
to Comment 1

The disclosure has
been revised as requested to indicate that the Target Fund is a closed-end fund.

Division of Investment Management

August 22, 2023

Page 2

Comment
2

On page 1 of the Q&A
Section, the fourth bullet under “Why does the Target Board recommend the Reorganization?” discusses the unitary management
fee. Please explain the expenses of the Acquiring Fund covered by the unitary management fee and the expenses not covered by the unitary
management fee. Additionally, please update the expenses from December 31, 2022 to a more recent date where applicable.

Response
to Comment 2

The disclosure regarding
the unitary management fee has been revised as requested. Expense information has been updated to a more recent date in the applicable
sections of the Prospectus.

Comment
3

On page 1 of the
Q&A Section, the fourth bullet under “Why does the Target Board recommend the Reorganization?”, compares fees on Managed
Assets of the Target Fund and fees on net assets on the Acquiring Fund. Please compare fees of the two Funds on a net asset basis here
and throughout the document as appropriate.

Response
to Comment 3

The disclosure has
been revised as requested throughout the Prospectus to include a comparison of expenses of the Funds on a net asset basis.

Comment
4

On page 1 of the
Q&A Section under “Why does the Target Board recommend the Reorganization?”, please explain why the Reorganization is
in the best interests of the Target Fund.

Response
to Comment 4

The disclosure has
been revised to clarify that the Target Board believes the Reorganization is in the best interests of the Target Fund on the basis of
the benefits of the Reorganization and the various considerations identified by the Target Board as summarized in part in this Q&A.

Division of Investment Management

August 22, 2023

Page 3

Comment
5

On page 1 of the
Q&A Section under “Why does the Target Board recommend the Reorganization?”, briefly mention the dispute with Bulldog
Investors, LLP.

Response
to Comment 5

The disclosure has
been revised as requested.

Comment
6

On page 1 of the
Q&A Section under “Why does the Target Board recommend the Reorganization?”, please include the considerations of the
Target Board related to the changes between the Funds’ investment strategies.

Response
to Comment 6

The disclosure has
been revised as requested to state that the Target Board noted that although the proposed strategy for the Acquiring Fund would broaden
the Target Fund’s current mandate from European equities to global equities, the Acquiring Fund would still invest significantly
in European equities.

Comment
7

On page 3 of the
Q&A Section under “Will shareholders of the Target Fund have to pay any fees or expenses in connection with the Reorganization?”,
please disclose the amount of the expected $450,000 expense on a per share basis as well.

Response
to Comment 7

The disclosure has
been revised as requested.

Comment
8

On page 3 of the
Q&A Section under “How will the Reorganization impact ongoing fees and expenses?”, please compare fees on a net asset
basis.

Response
to Comment 8

The disclosure has
been revised as requested to include a comparison of expenses of the Funds on a net asset basis.

Division of Investment Management

August 22, 2023

Page 4

Comment
9

On page 3 of the
Q&A Section under “What are some key differences between a closed-end fund and an ETF?”, consider inserting “like
the Target Fund” after “[s]hares of closed-end funds” and deleting “typically” immediately after the referenced
disclosure. Additionally, please consider inserting “at market prices” after “on a securities exchange”.

Response
to Comment 9

The disclosure has
been revised as requested.

Comment
10

On page 3 of the
Q&A Section, for the question “Do the Funds have similar investment objectives, strategies and risks?”, consider changing
this question to “How do the Funds objectives, strategies and risks compare?” or something similar.

Response
to Comment 10

The disclosure has
been revised as requested.

Comment
11

On page 4 of the
Q&A Section under “How will the Reorganization impact distributions to shareholders of the Target Fund?”, consider stating
the percentage differential between the common share distribution rates of the Target Fund and the Acquiring Fund.

Response
to Comment 11

The Registrant respectfully
declines to provide a specific distribution rate for the Acquiring Fund (and therefore the percentage differential between the Funds’
distribution rates), as the Acquiring Fund has not yet commenced operations and therefore cannot precisely state its distribution rate
at this time.

Comment
12

On page 4 of the
Q&A Section under “How will the Reorganization impact distributions to shareholders of the Target Fund?”, consider adding
“of income” after “to pay distributions” in the first sentence of the second paragraph of the response.

Response
to Comment 12

The disclosure has
been revised to note that the Acquiring Fund intends to pay distributions “of income” on a quarterly basis.

Division of Investment Management

August 22, 2023

Page 5

Comment
13

On page 4 of the
Q&A Section under “How will the Reorganization impact distributions to shareholders of the Target Fund?, please disclose that
the Acquiring Fund will make distributions of long-term capital gains only once a year, if true, and confirm supplementally that the
Acquiring Fund does not have exemptive relief to make quarterly distributions of capital gains.

Response
to Comment 13

The disclosure has
been revised as requested. The Registrant confirms that it does not have exemptive relief to make quarterly distributions of capital
gains.

Comment
14

On page 6 of the
Q&A Section, there is the question, “[i]f I hold Target Fund shares directly and not in “street name” through a
broker-dealer, how will I receive my shares of the Acquiring Fund pursuant to the Reorganization?” Please remove this section if
it is not applicable to the Target Fund or the Reorganization or otherwise expand on how the Acquiring Fund intends to ensure accommodations
for such direct holders of Target Fund shares.

Response
to Comment 14

As there are no shareholders
of the Target Fund who hold shares directly rather than in “street name”, the above-referenced Q&A disclosure has been
removed.

Comment
15

In the “Important
Information for Shareholders” section it states, “[i]f you simply sign and return the proxy card without indicating
how you wish to vote, we’ll vote it in accordance with the recommendation of the Board of Trustees…”
Please instead state that the proxy will be voted in favor of the proposal.

Response
to Comment 15

The disclosure has
been revised as requested.

Division of Investment Management

August 22, 2023

Page 6Comment
16

On page ii of
the Prospectus, please incorporate by reference the 2023 Semi-Annual Report of the Target Fund, if available.

Response
to Comment 16

If available, the
Registrant will incorporate by reference into the Prospectus the Target Fund’s Semi-Annual Report for the fiscal period ended June
30, 2023. However, the Registrant anticipates the Prospectus and the Registration Statement will be finalized prior to the date such
report is due and available.

Comment
17

On page 1 of the
Prospectus where the tax-free basis of the Reorganization is discussed under “The Proposed Reorganization”, please include
a cross reference to the tax discussion later in the Prospectus.

Response
to Comment 17

The disclosure has
been revised as requested.

Comment
18

On page 1 of the
Prospectus under “The Proposed Reorganization”, please disclose the $450,000 expense relating to the Reorganization on a
per share basis.

Response
to Comment 18

The disclosure has
been revised as requested.

Comment
19

On page 1 of the
Prospectus under “The Proposed Reorganization”, please disclose the repositioning costs associated with the Reorganization
as disclosed in the Q&A.

Response
to Comment 19

The disclosure has
been revised as requested to include the expected repositioning costs in advance of the Reorganization.

Division of Investment Management

August 22, 2023

Page 7

Comment
20

On page 2 of the
Prospectus under the second bullet point for “Background and Reasons for the Proposed Reorganization”, please explain how
the new ETF structure is potentially more tax efficient.

Response
to Comment 20

The disclosure has
been revised as requested to include a discussion on the potential tax efficiencies of the ETF structure compared to the closed-end fund
structure.

Comment
21

On page 3 of the
Prospectus in the last paragraph under “Material Federal Income Tax Consequences of the Reorganization”, please include disclosure
on costs of repositioning in the aggregate and on a per share basis. Additionally, please include here the disclosure that appears previously
that based on the Target Fund’s current holdings and existing capital loss carryforwards, it is not anticipated that the portfolio
repositioning will result in taxable gains.

Response
to Comment 21

The disclosure has
been revised as requested to include the costs of repositioning in the aggregate and on a per share basis. Disclosure that the repositioning
is not expected to result in taxable gains is already included in the above-referenced paragraph.

Comment
22

Please move the
Fees and Expenses table and the Example to the end of the Synopsis section and add a summary of the principal risks comparison of the
Funds and risks of the Reorganization to the Synopsis.

Response
to Comment 22

The disclosure has
been revised as requested.

Comment
23

In the Fees and
Expenses table and the Example, please ensure that these fees and expenses are current and add a comparison of the expenses of the Funds
on a net assets basis.

Response
to Comment 23

The Fees and Expenses
table has been updated to a more recent date and has added a comparison of the Funds’ expenses on a net assets basis.

Division of Investment Management

August 22, 2023

Page 8

Comment
24

Please bold the
last sentence in the first paragraph of the Fees and Expenses section which states, “[i]nvestors may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected in the table and example below.”

Response
to Comment 24

The disclosure has been
revised as requested.

Comment
25

In the Fees and Expenses
table, please remove footnote 5 and include this disclosure elsewhere as appropriate.

Response
to Comment 25

The disclosure has been
removed as requested.

Comment
26

Please incorporate any
changes made to the Acquiring Fund’s investment objectives, strategies and policies in connection with comments given on the Acquiring
Fund’s N-1A into the Prospectus as applicable.

Response
to Comment 26

The Registrant confirms
that any changes made to the Fund’s investment objectives, strategies and policies in connection with the review of the N-1A will
be incorporated into the Registration Statement as applicable.

Comment
27

On page 8 under “Distributions
and Dividend Reinvestment Plan”, please state that the exemptive order allowing for a managed distribution policy will not be applicable
to the Acquiring Fund.

Response
to Comment 27

The disclosure has been
revised as requested.

Division of Investment Management

August 22, 2023

Page 9

Comment
28

On page 23 under “Expenses”,
please disclose the $450,000 expense relating to the Reorganization on a per share basis. Additionally, please include disclosure on
the costs of repositioning in the aggregate and on a per share basis

Response
to Comment 28

The disclosure has been
revised as requested.

Comment
29

Please supplementally
confirm that the disclosure under “Background and Trustees’ Considerations Relating to the Proposed Reorganization”
includes the potential material adverse factors of the Reorganization considered by the Board.

Response
to Comment 29

The above-referenced disclosure
summarizes the relevant potential material adverse factors considered by the Board in approving the Reorganization.

Comment
30

On page 25 under “Background
and Trustees’ Considerations Relating to the Proposed Reorganization” it states, “First Trust also discussed other
options, recommendations and considerations with the Board at the meetings” but in the bullet point “Alternatives to the
ETF Conversion” no other recommendations are discussed. Please include any other recommendations made to the Board and indicate
who made such recommendation.

Response
to Comment 30

The disclosure has been
revised to remove “recommendations” from the referenced disclosure.

Comment
31

On page 26 the last sentence
of the bullet point “Comparison of Fees and Expense Ratios”, discusses the unitary fee and breakpoints. Please include this
breakpoint disclosure earlier in the Prospectus.

Response
to Comment 31

As the Acquiring Fund is
not likely to reach a threshold in its breakpoint schedule in the foreseeable future that would reduce the unitary fee, the Registrant
respectfully declines to add the requested disclosure to the earlier sections of the Prospectus.

Division of Investment Management

August 22, 2023

Page 10

Comment
32

On page 27 the first
sentence of the bullet point “Fund Performance and Distribution Rates” states that, “[t]he Board reviewed the historical
performance of the Target Fund and of the proposed strategy for the Acquiring Fund, noting that historical investment returns of the
proposed strategy for the three-year and five-year periods ended February 28, 2023 were more favorable…” Please explain
how the Board reviewed the historical investment returns of the proposed Acquiring Fund strategy when it has not commenced operations.
If the Board reviewed back tested returns, please clarify that the historical investment returns were hypothetical or modeled returns.

Response
to Comment 32

The disclosure has been
revised as requested to clarify that the Board reviewed the historical performance of an account managed in the proposed strategy for
the Acquiring Fund.

Comment
33

On page 27 the bullet
point “Expenses of the ETF Conversion” states, “shareholders of the Target Fund who continue as shareholders of the
Acquiring Fund after the ETF Conversion would recoup the direct and indirect costs of the ETF Conversion in approximately 0.35 to 0.71
years…” Please present this disclosure in months rather than tenths of a year.

Response
to Comment 33

The disclosure has been
revised as requested.

Comment
34

On page 49 u