CHAPMAAN AND CUTLER LLP 111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
September 17, 2013
VIA EDGAR CORRESPONDENCE
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Karen Rossotto
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: First Trust Exchange-Traded Fund VII (the "Trust")
File Nos. 333-184918; 811-22767
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Dear Ms. Rossotto:
This letter responds to your comments regarding the registration statement
filed on Form N-1A for First Trust Exchange-Traded Fund VII (the "Trust") with
the Securities and Exchange Commission (the "Commission") on August 30, 2013
(the "Registration Statement"). The Registration Statement relates to the First
Trust Global Tactical Commodity Strategy Fund (the "Fund"), a series of the
Trust. Your comments regarding the Fund were communicated to us by telephone on
September 16, 2013. This letter serves to respond to your comments and
accompanies Pre-Effective Amendment No. 2 to the Registration Statement, filed
on September 17, 2013 (the "Amendment"). Capitalized terms used herein, but not
otherwise defined, shall have the meanings ascribed to them in the Amendment.
PROSPECTUS
COMMENT 1 - SUMMARY INFORMATION - SHAREHOLDER FEES
The prospectus discloses that the Fund will hold short positions through
the Subsidiary. Confirm that the expenses related to the Fund's short positions
will be considered a part of the "brokerage commissions and other expenses
connected with the execution of portfolio transactions ... " as disclosed in
footnote 3 of the Shareholder Fees table. If the expenses related to the Fund's
short positions will be a part of the Fund's unitary fee, please confirm that as
well.
Karen Rossotto
September 17, 2013
Page 2
RESPONSE TO COMMENT 1
We are able to confirm that the expenses related to the Fund's short
positions will be considered a part of the brokerage commissions and other
expenses connected with the execution of portfolio transactions and not included
in the Fund's unitary fee.
COMMENT 2 - FUND INVESTMENTS - GOVERNMENT SECURITIES
We note that the Fund has added disclosure that states that it may invest
in sovereign debt obligations. Please confirm that this is not a part of the
Fund's principal investment strategies and does not warrant disclosure in the
Principal Investment Strategies section.
RESPONSE TO COMMENT 2
We are able to confirm that the Fund's investments in sovereign debt
obligations is not a part of the Fund's principal investment strategies.
COMMENT 3 - FUND INVESTMENTS - OTHER INVESTMENT COMPANIES AND POOLED INVESTMENT
VEHICLES
With respect to the Fund's investment in other investment companies and
pooled investment vehicles, please confirm that the Fund will not invest in
Section 3(c)(1) or Section 3(c)(7) funds.
RESPONSE TO COMMENT 3
We are able to confirm that the Fund will not invest in Section 3(c)(1) or
Section 3(c)(7) funds.
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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;
Karen Rossotto
September 17, 2013
Page 3
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.
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
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Morrison C. Warren