Correspondence 0001445546-25-003951 from FIRST TRUST EXCHANGE-TRADED FUND VIII (CIK 0001667919)
FIRST TRUST EXCHANGE-TRADED FUND VIII (CIK 0001667919)
Date: June 6, 2025 · CIK: 0001667919 · Accession: 0001445546-25-003951
AI Filing Summary & Sentiment
File numbers found in text: 333-210186, 811-23147
Letter
VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: First Trust Exchange-Traded Fund VIII (the “Trust”) File Nos. 333-210186; 811-23147
Dear Ms. Rowland:
This letter responds to your comments regarding the registration statement filed on Form N-1A for First Trust Exchange-Traded Fund VIII (the “Registrant” or “Trust”) with the staff of the Securities and Exchange Commission (the “Staff”) on April 2, 2025 (the “Registration Statement”). The Registration Statement relates to the FT Vest Laddered Max Buffer 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. Once the correspondence is filed, please provide notice by email and include a redline showing any changes.
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, that it will update the series of class identifiers on EDGAR to reflect the ticker symbol, when available, and that it will provide the Staff with a response letter in the form of correspondence at least five business days before effectiveness. The Registrant further confirms it will provide a copy of the correspondence and corresponding redline of the Registration Statement to the Staff once filed.
Comment 2 – Principal Risks
The Staff notes the following disclosure in “Buffer Change Risk” set forth in the section entitled “Principal Risks”:
The possible expected range of the buffer for a Target Outcome Period is between 20% and 100%, however, each Underlying ETF will alert shareholders, including the Fund, to a more precise expected buffer range for subsequent Target Outcome Periods approximately one week before the commencement of each Target Outcome Period, as described above.
Please consider adding this or similar disclosure to the principal investment strategy section.
Response to Comment 2
Pursuant to the Staff’s comment, the referenced disclosure has been revised accordingly.
Comment 3 – Principal Risks
Please consider adding a risk disclosure relating to “New Fund Risk.”
Response to Comment 3
Pursuant to the Staff’s comment, a “New Fund Risk” has been added to the section entitled “Principal Risks.”
Comment 4 – Statement of Additional Information
The Staff notes that there is no risk disclosure relating to FLEX Options in the section entitled “Investment Risks” in the statement of additional information. Please consider adding such risk disclosure to this section.
Response to Comment 4
The Registrant has considered the Staff’s comment and respectfully declines to add back risk disclosure relating to FLEX Options to the section entitled “Investment Risks” in the statement of additional information. The Registrant notes that risk disclosure regarding FLEX Options (which was previously disclosed in the statement of additional information) is now described in the Prospectus, which the Registrant believes is appropriate for investor comprehension.
********
Please call me at (312) 845-3721 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler llp
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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
June 6, 2025
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 VIII (the “Trust”)
File
Nos. 333-210186; 811-23147
Dear Ms. Rowland:
This letter responds
to your comments regarding the registration statement filed on Form N-1A for First Trust Exchange-Traded Fund VIII (the “Registrant”
or “Trust”) with the staff of the Securities and Exchange Commission (the “Staff”) on April 2, 2025
(the “Registration Statement”). The Registration Statement relates to the FT Vest Laddered Max Buffer 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. Once
the correspondence is filed, please provide notice by email and include a redline showing any changes.
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, that it will update the series of class identifiers on EDGAR to reflect the ticker symbol, when available, and that it will
provide the Staff with a response letter in the form of correspondence at least five business days before effectiveness. The Registrant
further confirms it will provide a copy of the correspondence and corresponding redline of the Registration Statement to the Staff once
filed.
Comment
2 – Principal Risks
The Staff
notes the following disclosure in “Buffer Change Risk” set forth in the section entitled “Principal Risks”:
The possible expected
range of the buffer for a Target Outcome Period is between 20% and 100%, however, each Underlying ETF will alert shareholders, including
the Fund, to a more precise expected buffer range for subsequent Target Outcome Periods approximately one week before the commencement
of each Target Outcome Period, as described above.
Please consider adding
this or similar disclosure to the principal investment strategy section.
Response
to Comment 2
Pursuant to the Staff’s
comment, the referenced disclosure has been revised accordingly.
Comment
3 – Principal Risks
Please consider adding
a risk disclosure relating to “New Fund Risk.”
Response
to Comment 3
Pursuant to the Staff’s
comment, a “New Fund Risk” has been added to the section entitled “Principal Risks.”
Comment
4 – Statement of Additional Information
The Staff notes that
there is no risk disclosure relating to FLEX Options in the section entitled “Investment Risks” in the statement of additional
information. Please consider adding such risk disclosure to this section.
Response
to Comment 4
The Registrant has
considered the Staff’s comment and respectfully declines to add back risk disclosure relating to FLEX Options to the section entitled
“Investment Risks” in the statement of additional information. The Registrant notes that risk disclosure regarding FLEX Options
(which was previously disclosed in the statement of additional information) is now described in the Prospectus, which the Registrant
believes is appropriate for investor comprehension.
********
Please call me at
(312) 845-3721 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler llp
By:
/s/ Daniel J. Fallon
Daniel J. Fallon
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