CHAPMAN AND CUTLER LLP 111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
August 13, 2013
VIA EDGAR CORRESPONDENCE
------------------------
Karen Rossotto
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: First Trust Exchange-Traded Fund VI (the "Trust")
File Nos. 811-22717 and 333-182308
------------------------------------------------------
Dear Ms. Rossotto:
This letter responds to your comments regarding the registration statement
filed on Form N-1A for First Trust Exchange-Traded Fund VI (the "Trust") with
the Securities and Exchange Commission (the "Commission") on June 20, 2013 (the
"Registration Statement"). The Registration Statement relates to the
International Multi-Asset Diversified Income Index Fund (the "Fund"), a series
of the Trust. Your comments regarding the Fund were communicated to us via
telephone on August 12, 2013. Capitalized terms used herein, but not otherwise
defined, have the meanings ascribed to them in the Registration Statement.
COMMENT 1 - ANNUAL FUND OPERATING EXPENSES TABLE
In footnote 2 to the expense table, please take out the term "fully" from
the first sentence. Also, if Acquired Fund Fees and Expenses will be a part of
the table, please add them to the second sentence of the footnote. With respect
to footnote 3 to the expense table, confirm that the obligations set forth are
those of the advisor. If so, this footnote may remain in the disclosure.
RESPONSE TO COMMENT 1
The disclosure has been revised in response to this comment. Also, we are
able to confirm that the obligations listed in footnote 3 are those of First
Trust Advisors L.P. (the "Advisor").
Karen Rossotto
August 13, 2013
Page 2
COMMENT 2 - PRINCIPAL INVESTMENT STRATEGIES
Disclose whether the Fund will invest in any small and/or mid-cap
securities as a part of its principal investment strategies. Also, disclose
whether investment in any other types of equity securities, such as convertible
or preferred securities, will be a part of the Fund's principal investment
strategies.
RESPONSE TO COMMENT 2
The disclosure has been revised in response to this comment.
COMMENT 3 - PRINCIPAL INVESTMENT STRATEGIES
Define the term "non-U.S." as it is used in the Principal Investment
Strategies section. Consider using a modified version of the definition provided
on page 8 of the Statement of Additional Information. In general, please use the
term "non-U.S." consistently and to the extent possible, do not use it
interchangeably with "international."
RESPONSE TO COMMENT 3
The disclosure has been revised in response to this comment.
COMMENT 4 - PRINCIPAL INVESTMENT STRATEGIES
What types of fixed income securities will the Index's underlying ETF
hold? To the extent possible, provide additional information regarding the
credit quality and maturity/duration of the fixed income securities in which the
Index's underlying ETF invests. Also disclose whether the underlying ETF will
invest in high yield securities.
RESPONSE TO COMMENT 4
The Index's underlying ETF will change as the Index is rebalanced on a
quarterly basis and each ETF selected may hold a variety of non-U.S. fixed
income securities. The current ETF included in the Index is the J.P. Morgan USD
Emerging Markets Bond ETF. We have revised the prospectus to reflect that the
underlying ETF may invest in high yield securities or "junk" bonds.
Karen Rossotto
August 13, 2013
Page 3
COMMENT 5 - PRINCIPAL INVESTMENT STRATEGIES
Include the percentages of each asset class's representation in the Index
in the Principal Investment Strategies section as they are set forth in the
Index Information section in the back of the prospectus.
RESPONSE TO COMMENT 5
The disclosure has been revised in response to this comment.
COMMENT 6 - PRINCIPAL INVESTMENT STRATEGIES
Does the Fund invest directly in fixed income securities? Please clarify
the disclosure accordingly.
RESPONSE TO COMMENT 6
The Fund does not invest directly in fixed income securities as a
principal investment strategy. However, as described in the prospectus under
"Cash Equivalents and Short Term Investments" and generally in the statement of
additional information, the Fund may invest in certain short-term debt
securities for temporary defensive purposes or during the initial invest-up
period and during periods of high cash inflows or outflows.
COMMENT 7 - PRINCIPAL INVESTMENT STRATEGIES
The term, "modified market cap weighting methodology" is used in the third
paragraph of the Principal Investment Strategies section. Please explain the
meaning of this term in plain English.
RESPONSE TO COMMENT 7
The disclosure has been revised to state that "the index employs a
modified market cap weighting methodology in which larger companies receive a
larger Index weighting. The Index weighting methodology also includes caps or
ceilings to prevent high concentrations among larger stocks and assigns a
pre-set weight to the five Index Segments at each quarterly rebalance."
Karen Rossotto
August 13, 2013
Page 4
COMMENT 8- ADDITIONAL INFORMATION ON THE FUND'S INVESTMENT OBJECTIVE AND
STRATEGIES
In the second paragraph on page 8 there is a statement that reads, "the
Fund generally will invest in all of the securities comprising the Index." This
disclosure seems to be inconsistent with the principal investment strategies.
Please clarify and make consistent this disclosure with the principal investment
strategies.
RESPONSE TO COMMENT 8
The disclosure has been revised to state that "the Fund intends to invest
in all of the securities comprising the Index." However, there may also be
instances in which the Fund may be underweighted or overweighted in certain
securities in the Index, not invest in certain securities included in the Index,
purchase securities not in the Index that are appropriate to substitute for
certain securities in the Index or utilize various combinations of the above
techniques in seeking to track the Index.
COMMENT 9 - MANAGEMENT OF THE FUND
For each of the members of the Investment Committee listed on page 17,
please provide the work experience of each member since 2008.
RESPONSE TO COMMENT 9
The disclosure has been revised in response to this comment.
COMMENT 10 - INDEX INFORMATION
Please be consistent with the use of the term "international" and
"non-U.S." See Comment 3 above. Also, please explain the significance of
"NQG8600" in the last bullet point on page 28.
RESPONSE TO COMMENT 10
The disclosure has been revised in response to this comment.
Karen Rossotto
August 13, 2013
Page 5
COMMENT 11 - STATEMENT OF ADDITIONAL INFORMATION - INVESTMENT OBJECTIVE AND
POLICIES
In the first sentence of the second paragraph in the Investment Objective
and Policies section on page 4, add the phrase in a parenthetical, "as such term
is defined in the 1940 Act," after "majority."
RESPONSE TO COMMENT 11
The disclosure has been revised in response to this comment.
COMMENT 12 - STATEMENT OF ADDITIONAL INFORMATION - INVESTMENT STRATEGIES
Insert the phrase, "commonly referred to as 'junk' bonds," in the
description of high yield securities on page 6.
RESPONSE TO COMMENT 12
The disclosure has been revised in response to this comment.
* * *
TANDY ACKNOWLEDGMENT
In connection with the Trust's Registration Statement, the Trust
acknowledges that;
o should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
o the action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the Trust from its full responsibility for the adequacy and
accuracy for the disclosure in the filing; and
o the Trust may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
Karen Rossotto
August 13, 2013
Page 6
Please call me at (312) 845-3484 if you have any questions or issues you
would like to discuss regarding these matters.
Sincerely yours,
CHAPMAN AND CUTLER LLP
By: /s/ Morrison C. Warren
-------------------------------
Morrison C. Warren