SEC Division of Corporation Finance no-action letter: First Trust Exchange-Traded Fund IV

Attorneys at Law' Focused on Finance'
June 21,2012
Ms. Michele M. Anderson
Chief
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N .E.
Washington, DC 20549
Re: Request for Exemptive and No-Action Relief

from Rule 14e-5, promulgated under the

Securities Exchange Act of 1934, for

an Actively Managed Exchange-Traded Fund

Dear Ms. Anderson:
The First Trust Exchange-Traded Fund IV (the "Trust") was organized as a Massachusetts business trust on September J5, 2010 and is registered with the Securities and Exchange Commission (the "Commission") as an open-end management investment company. The Trust intends to create and operate actively managed investment portfolios (referred to as "Funds"), including, initially, as described in more detail herein, the First Trust North American Energy Infrastructure Fund (the "Requesting Fund"), that issue, on a continuous offering basis, their respective shares in large aggregations of a specified number referred to as a "Creation Unit." The Requesting Fund was organized on September 20, 2010. The Trust launched the Requesting Fund on June 21,2012. The Trust, on behalf of itself, the Requesting Fund, and persons or entities engaging in transactions in shares of the Requesting Fund ("Requesting Fund Shares"), as the case may be, hereby requests that the Commission grant exemptive and no-action relief from Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust will issue and redeem shares of the Requesting Fund in Creation Units comprised of aggregations of 50,000 Requesting Fund Shares. The Trust has filed a registration statement on Form N-1A and the Requesting Fund Shares of the Requesting Fund are listed on the NYSE Arca, Inc. The Trust is overseen by a board of trustees (the "Board") that will maintain the composition requirements of Section 10 of the Investment Company Act of 1940, as amended (the "1940 Act"). The Requesting Fund has adopted fundamental policies consistent with the 1940 Act and will be classified as "non-diversified" under the 1940 Act. The Requesting Fund intends to maintain the required level of diversification, and otherwise conduct 3023201.01.24.doc 1681949 Chicago New York Salt Lake City San Francisco Washington, DC