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

Chapman and Cutler LLP Suzanne M. Russell 111 W. Monroe Street Chicago, Illinois 60603.3080 312.845.3446 312516.1446 russell@chapman com Attorneys at Law' Focused or! Fina,-,ce January 7,2014 Ms. Michele M. Anderson, Chief Mr. Geoffrey Kruczek 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 Two Actively Managed Exchange-Traded Funds Dear Ms. Anderson and Mr. Kruczek:
The First Trust Exchange-Traded Fund VI (the "Trust") was organized as a Massachusetts business trust on June 4, 2012 and is registered with the Securities and Exchange Commission (the "Commission") as an open-end management investment company. The Trust requests relief under the Securities Exchange Act of 1934 (the "Exchange Act") on behalf of itself and the market participants discussed below with respect to two series of the Trust that will operate as exchange-traded funds ("ETFs" and each, an "ETF"). This letter requests relief for two newly-created series of the Trust: the First Trust High Income ETF (the "High Income ETF") and the First Trust Low Beta Income ETF (the "Low Beta ETF") (each of the preceding is referred to as a "Requesting Fund" and, collectively, the "Requesting Funds"). The Requesting Funds were organized on April 30, 2013. The Trust launched the Requesting Funds on January 7, 2014. Shares of the Requesting Funds ("Requesting Fund Shares") are listed on The NASDAQ Stock Market LLC (the "Listing Exchange"). The Trust will issue and redeem Requesting Fund Shares in aggregations of 50,000 Requesting Fund Shares (referred to as "Creation Units"). 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"). Each Requesting Fund has adopted fundamental policies consistent with the 1940 Act and is classified as "non-diversified" under the 1940 Act. Each Requesting Fund Sciit 'V'¿¡shìnq~_or:, lJC 3468873.0109.doc 1681949