Correspondence 0001445546-22-008343 from FT 10451 (CIK 0001943970)
FT 10451 (CIK 0001943970)
Date: Dec. 6, 2022 · CIK: 0001943970 · Accession: 0001445546-22-008343
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File numbers found in text: 333-268372
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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
December 6, 2022
Mark Cowan
U.S. Securities and Exchange Commission
Division of Investment Management
Disclosure Review Office
100 F Street, N.E.
Washington, D.C. 20549
Re:
FT 10451
FT High Income Model Portfolio, 1Q ’23
(the “Trust”)
CIK No. 1943970 File No. 333-268372
Dear Mr. Cowan:
We received your comments
regarding the Registration Statement for the above captioned Trust. This letter serves to respond to your comments.
Comments
General
1.Please
confirm that the valuation disclosure in the Registration Statement has been updated per Rule 2a-5.
Response:The
Trust confirms all valuation disclosure in the Registration Statement is accurate and in compliance with Rule 2a-5.
Risk Factors
2.If
the Funds held by the Trust will invest in emerging markets, please add relevant risk disclosure.
Response:If, based on the
Trust’s final portfolio, the Trust has exposure to emerging markets, appropriate disclosure will be added to the Trust’s prospectus.
3.If
the Funds held by the Trust invest significantly in subprime residential mortgage loans, please add relevant risk disclosure to the Trust’s
prospectus.
Response:If, based on the
Trust’s final portfolio, the Trust has significant exposure to subprime residential mortgage loans, relevant disclosure will be
added to the Trust’s prospectus.
We appreciate your prompt attention
to this Registration Statement. If you have any questions or comments or would like to discuss our responses to your questions, please
feel free to contact Brian D. Free at (312) 845-3017 or the undersigned at (312) 845-3721.
Very truly yours,
Chapman and Cutler llp
By:
/s/ Daniel J. Fallon
Daniel J. Fallon