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111 West Monroe Street Chicago, Illinois 60603-4080 T 312.845.3000 F 312.701.2361 www.chapman.com |
July 21, 2020
VIA EDGAR CORRESPONDENCE
Valerie Lithotomos
Christina DiAngelo Fettig
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | First Trust Exchange-Traded Fund, on behalf of First Trust Dow 30 Equal Weight ETF, a series of the Registrant |
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| File No. 333-237923 |
Dear Ms. Lithotomos and Ms. DiAngelo Fettig:
We received your oral comments via telephonic conference on July 20, 2020 and July 21, 2020 regarding the Registration Statement on Form N-14 (the “Registration Statement”) for First Trust Exchange-Traded Fund, on behalf of First Trust Dow 30 Equal Weight ETF, a series of the Registrant (the “Fund” and together with First Trust Mega Cap AlphaDEX® Fund (the Target Fund”), the “Funds” and each a “Fund”) filed on April 30, 2020, as amended by Pre-effective Amendment No. 1 filed on July 20, 2020. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement and the prospectus contained therein (the “Prospectus”). We are submitting via EDGAR this letter on behalf of the Fund, which is intended to respond to your comments.
DISCLOSURE COMMENTS
Comment 1
Please include risk disclosure specifically addressing COVID 19 and its effects on markets worldwide.
Division of Investment Management
July 21, 2020
Page 2
Response to Comment 1
The risk factor “Market Risk” will be revised in the final proxy statement/prospectus filed under Rule 497 to include the following sentence in response to your comment.
“For example, the coronavirus disease 2019 (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, has had negative impacts, and in many cases severe impacts, on markets worldwide.”
ACCOUNTING AND FINANCIAL COMMENTS
Comment 1
On page 9 of the SAI, in the pro forma Statement of Operations, as the management fee is going from 70 basis points to 50 basis points, please include a pro forma adjustment to the Investment advisory fee line item in accordance with Regulation S-X, Rule11-02(b)(6).
Response to Comment 1
The final proxy statement/prospectus filed pursuant Rule 497 will include, on page 9 of the SAI, the updated pro forma Statement of Operations which is attached hereto as Exhibit A.
Please call me at (312) 845-2978 or Bill Hermann at (312) 845-3895 if you have additional comments or wish to discuss any of the foregoing responses. Thank you.
| Very truly yours, | ||
| Chapman and Cutler llp | ||
| By: | /s/ Jonathan A. Koff | |
| Jonathan A. Koff | ||
cc: Chris Fallow
Don Swade
W. Scott Jardine
Kristi Maher
Erin Klassman
Exhibit A
See Notes to Pro Forma Financial Statements
-9-