Correspondence 0001445546-22-008344 from FT 10454 (CIK 0001943973)
FT 10454 (CIK 0001943973)
Date: Dec. 6, 2022 · CIK: 0001943973 · Accession: 0001445546-22-008344
AI Filing Summary & Sentiment
File numbers found in text: 333-268373
Letter
Division of Investment Management Re: FT 10454 FT Equity Allocation ETF Model Portfolio, 1Q ’23 (the “Trust”) CIK No. 1943973 File No. 333-268373
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.
Portfolio
2.While all the ETFs and investment percentages will be listed in the “Schedule of Investments,” the Staff understands from prior responses that only those ETFs that comprise 20% or more of a Trust’s portfolio are specifically identified in the “Portfolio” section of the prospectus. Please confirm that appropriate disclosure will be added to the Trust’s prospectus if, based on the Trust’s final portfolio, the Trust contains any individual ETFs that comprise 20% or more of its portfolio.
Response:The Trust confirms that appropriate disclosure will be added to the Trust’s prospectus if, based on the final portfolio, the Trust contains any individual ETFs that comprise 20% or more of its portfolio.
3.If the Trust will be concentrated in any of the sectors specifically mentioned in the “Portfolio Selection Process” section, please add appropriate disclosure.
Response:The Trust confirms that appropriate disclosure will be added to the Trust’s prospectus if, based on the final portfolio, the Trust is concentrated in any sector.
4.The Staff notes that the disclosure states, “…ETFs that invest in common stocks across all market capitalizations, across all MSCI GICS(R) sectors, and [emphasis added] in U.S. and non-U.S. companies.” Please change “and” to “and/or.”
Response:The disclosure will be revised in accordance with the Staff’s comment.
5.The Staff notes that the disclosure states, “The remaining approximately 30% of the portfolio invests in approximately six narrowly focused First Trust(R) ETFs that invest in common stocks of companies in the communication services, consumer discretionary, energy, financials, health care, industrials and [emphasis added] information technology sectors.” Assuming that the ETFs could invest in more of these sectors, please change the “and” to “and/or.”
Response:The disclosure will be revised in accordance with the Staff’s comment.
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
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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 10454
FT Equity Allocation ETF Model Portfolio, 1Q ’23
(the “Trust”)
CIK No. 1943973 File No. 333-268373
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.
Portfolio
2.While
all the ETFs and investment percentages will be listed in the “Schedule of Investments,” the Staff understands from prior
responses that only those ETFs that comprise 20% or more of a Trust’s portfolio are specifically identified in the “Portfolio”
section of the prospectus. Please confirm that appropriate disclosure will be added to the Trust’s prospectus if, based on the Trust’s
final portfolio, the Trust contains any individual ETFs that comprise 20% or more of its portfolio.
Response:The
Trust confirms that appropriate disclosure will be added to the Trust’s prospectus if, based on the final portfolio, the Trust contains
any individual ETFs that comprise 20% or more of its portfolio.
3.If
the Trust will be concentrated in any of the sectors specifically mentioned in the “Portfolio Selection Process” section,
please add appropriate disclosure.
Response:The Trust confirms
that appropriate disclosure will be added to the Trust’s prospectus if, based on the final portfolio, the Trust is concentrated
in any sector.
4.The
Staff notes that the disclosure states, “…ETFs that invest in common stocks across all market capitalizations, across all
MSCI GICS(R) sectors, and [emphasis added] in U.S. and non-U.S. companies.” Please change “and” to “and/or.”
Response:The disclosure will
be revised in accordance with the Staff’s comment.
5.The
Staff notes that the disclosure states, “The remaining approximately 30% of the portfolio invests in approximately six narrowly
focused First Trust(R) ETFs that invest in common stocks of companies in the communication services, consumer discretionary, energy, financials,
health care, industrials and [emphasis added] information technology sectors.” Assuming that the ETFs could invest in more
of these sectors, please change the “and” to “and/or.”
Response:The disclosure will
be revised in accordance with the Staff’s comment.
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