Correspondence 0001445546-22-008453 from FT 10453 (CIK 0001943972)
FT 10453 (CIK 0001943972)
Date: Dec. 14, 2022 · CIK: 0001943972 · Accession: 0001445546-22-008453
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File numbers found in text: 333-268411
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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 14, 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 10453
FT Strategic Fixed Income ETF Portfolio, Series 8
(the “Trust”)
CIK No. 1943972 File No. 333-268411
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.The
Staff notes the disclosure states, “The valuation of the Securities has been determined by the Sponsor.” Please revise this
disclosure consistent with Rule 2a-5(d), which, in the case of a UIT, requires the UIT’s trustee or the UIT’s depositor to
conduct fair value determinations under the rule, or explain how the fair value determination by the Sponsor is consistent with this requirement.
Response:Rule
2a-5(d) provides, in part, “[i]f the fund is a unit investment trust . . . the fund’s trustee or depositor must carry out
the requirements of paragraph (a) of this section.” The Trust notes that First Trust Portfolios L.P. is the Trust’s “Sponsor,”
which is the term used in the Registration Statement to refer to the depositor. The Trust respectfully points the Staff to the cover page
of the S-6 filing, which states that the name of the depositor is First Trust Portfolios L.P. The Trust confirms the disclosure throughout
the Registration Statement is consistent with Rule 2a-5.
Risk Factors
2.If
the funds held by the Trust invest in bonds that reference LIBOR, please add relevant risk disclosure.
Response:In
accordance with the Staff’s comment, if the Trust’s final portfolio has exposure to funds that invest in bonds that reference
LIBOR, appropriate disclosure will be added to the Trust’s prospectus.
3.The
Staff notes that the Trust invests in funds that invest in convertible securities. If those funds invest or expect to invest in contingent
convertible securities (“CoCos”), the Trust should consider what, if any, disclosure is appropriate. The type and location
of disclosure will depend on, among other things, the extent to which the funds invest in CoCos, and the characteristics of the CoCos,
(e.g., the credit quality, the conversion triggers, etc.). If CoCos are or will be a principal type of investment, the Trust should provide
a description of them and should provide appropriate risk disclosure. In addition, please supplementally inform the Staff whether the
funds intend to invest or currently invest in CoCos and the amount the funds currently invests in CoCos.
Response:The
Trust confirms that investments in CoCos will not constitute a principal investment strategy. Furthermore, the Trust does not expect its
investments in funds to have exposure to CoCos, as prior series’ of the Trust have not had any exposure to CoCos. However, if the
Trust’s final portfolio has exposure to funds that invest in CoCos, appropriate disclosure will be added to the Trust’s prospectus.
4.If
the funds held by the Trust invest in subprime residential mortgage loans, please add relevant risk disclosure.
Response:In
accordance with the Staff’s comment, if the Trust’s final portfolio has exposure to funds that invest in subprime residential
mortgage loans, appropriate 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