SEC Company Response from FT 8495 (CIK 0001793480) — Feb 5, 2020
FT 8495 (CIK 0001793480)
Date: Feb. 5, 2020 · CIK: 0001793480 · Accession: 0001445546-20-000719
AI Filing Summary & Sentiment
File numbers found in text: 333-224320, 333-235787
Letter
Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 February 5, 2020 Mark Cowan U.S. Securities and Exchange Commission Division of Investment Management Disclosure Review Office 100 F Street, N.E. Washington, D.C. 20549
Re: FT 8495 UBS MATIS 2020 (the "Trust") CIK No. 1793480 File No. 333-235787 ________________________________________________________________________________
Dear Mr. Cowan:
We received your comments regarding the Registration Statement for the above captioned Trust. This letter serves to respond to your comments.
COMMENTS
Portfolio _________
1. PLEASE INCLUDE AN 80% POLICY PER RULE 35D-1.
Response: The Sponsor respectfully declines to include an 80% policy as it believes that the name of the Trust does not require the Trust to include an 80% policy under Rule 35d-1.
2. THE STAFF NOTED THE REFERENCE TO SENIOR LOANS AND HIGH-YIELD SECURITIES ON THE COVER PAGE OF THE PROSPECTUS AND ASKED THAT RELEVANT STRATEGY AND RISK DISCLOSURE BE ADDED.
Response: Based on the final portfolio for the Trust, relevant disclosure will be included and the references to senior loans and high-yield securities on the cover page of the prospectus will be updated.
3. PLEASE DEFINE "UBS."
Response: The prospectus has been revised in accordance with this comment.
4. PLEASE EXPLAIN WHO THE UBS INVESTMENT PLATFORMS & SOLUTIONS DEPARTMENT IS.
Response: References to this department have been replaced with other UBS departments, which have been defined as such.
5. PLEASE DEFINE "MATIS."
Response: The prospectus has been revised in accordance with this comment.
6. PLEASE EXPLAIN IN PLAIN ENGLISH WHAT IS MEANT BY TACTICAL AND ALLOCATION OPPORTUNITIES.
Response: These references have been removed and the disclosure has been revised in plain English.
7. PLEASE CLARIFY WHAT THE TERM "MODEL" IS REFERENCING.
Response: The prospectus has been revised in accordance with this comment.
8. PLEASE CLARIFY WHAT ASSET CLASSES, ESPECIALLY WHAT INCOME SOURCES, THE CEFS AND ETFS ARE EXPECTED TO HOLD.
Response: The prospectus has been revised in accordance with this comment.
9. PLEASE CLARIFY WHETHER MATIS IS A MODEL LICENSED AND USED BY THE SPONSOR TO PICK THE SECURITIES FOR THE TRUST OR IF UBS SELECTS THE SECURITIES FOR THE TRUST.
Response: MATIS is a model used by UBS to generate a list of securities. From that list the Sponsor selects the final portfolio of securities for the Trust. The MATIS model is not licensed by the Sponsor. Accordingly, the reference to a license has been removed from the prospectus.
10. PLEASE CLARIFY TO WHOM THE REFERENCES TO "UBS" ARE REFERRING IN THE SIXTH PARAGRAPH IN THE "PORTFOLIO" SECTION.
Response: The prospectus has been revised to include a defined term for UBS, and thus all references to "UBS" refer to UBS Financial Services Inc.
11. PLEASE EXPLAIN THE RELEVANCE OF THE DISCLOSURE IN THE SEVENTH PARAGRAPH IN THE "PORTFOLIO" SECTION AND EITHER REMOVE OR REVISE THIS DISCLOSURE TO MAKE IT APPLICABLE TO THIS TRUST.
Response: The paragraph has been removed from the prospectus.
Risk Factors ____________
12. PLEASE INCLUDE RISK DISCLOSURE IF THE TRUST HAS INVESTMENTS IN COVENANT-LITE LOANS.
Response: If the final portfolio for the Trust has underlying funds with investments in covenant-lite loans, relevant risk disclosure will be included.
13. PLEASE INCLUDE RISK DISCLOSURE IF THE TRUST HAS INVESTMENTS IN BONDS THAT REFERENCE LIBOR.
Response: If the final portfolio for the Trust has underlying funds with investments in bonds that reference LIBOR, relevant risk disclosure will be included.
14. PLEASE INCLUDE RISK DISCLOSURE OF THE SPECIFIC FIXED INCOME INVESTMENTS OF THE TRUST.
Response: If the final portfolio for the Trust has underlying funds with fixed income investments, relevant risk disclosure will be included.
15. PLEASE INCLUDE RISK DISCLOSURE IF THE UNDERLYING FUNDS HELD BY THE TRUST HAVE EXPOSURE TO BREXIT RISK.
Response: If the final portfolio for the Trust has underlying funds with exposure to Brexit risk, relevant risk disclosure will be included.
16. PLEASE REVISE THE "SECURITIES SELECTION" RISK FOR CLARITY.
Response: The prospectus has been revised in accordance with this comment.
Information Supplement ______________________
17. PLEASE DISCLOSE PRINCIPAL INVESTMENTS AND RISKS IN THE PROSPECTUS.
Response: Based on the final portfolio for the Trust, all principal investments and risks will be disclosed in the prospectus.
Registration Statement ______________________
18. PLEASE LET THE STAFF KNOW IN ADVANCE WHEN REGISTERING A NEW TRUST AS THEY WILL NEED TO ISSUE A FORMAL COMMENT LETTER IN SUCH CASES.
Response: As discussed with the staff, the comment is still under consideration.
19. THE STAFF NOTES THAT UNDER SECTION 6(A) OF THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), ANY SECURITY MAY BE REGISTERED WITH THE COMMISSION UNDER THE TERMS AND CONDITIONS PROVIDED IN SECTION 6(A), BY FILING A REGISTRATION STATEMENT WHICH SHALL BE SIGNED BY EACH ISSUER, ITS PRINCIPAL EXECUTIVE OFFICER OR OFFICERS, ITS PRINCIPAL FINANCIAL OFFICER, ITS COMPTROLLER OR PRINCIPAL ACCOUNTING OFFICER, AND THE MAJORITY OF ITS BOARD OF DIRECTORS OR PERSONS PERFORMING SIMILAR FUNCTIONS (E.G., TRUSTEES). PLEASE MAKE CERTAIN THAT THE SIGNATURE PAGE ON ALL PRE-EFFECTIVE AMENDMENTS MEETS THE REQUIREMENTS OF SECTION 6(A). IF THE TRUST INTENDS TO RELY ON A POWER OF ATTORNEY WITH RESPECT TO THE SIGNATURES OF SUCH OFFICERS AND TRUSTEES, PLEASE NOTE THAT A POWER OF ATTORNEY SPECIFICALLY REFERENCING THIS FILING MUST BE FILED IN THIS REGISTRATION STATEMENT (SEE RULE 483 UNDER THE SECURITIES ACT).
Response: As discussed with the staff, the comment is still under consideration.
20. PLEASE EXPLAIN HOW INCORPORATION BY REFERENCE OF THE POWER OF ATTORNEY SATISFIES RULE 483(B). FURTHER IT LOOKS LIKE THE POWER OF ATTORNEY HAS BEEN AT LEAST DOUBLE INCORPORATED.
Response: As discussed with the staff, the comment is still under consideration. Further, the Sponsor points out that the Power of Attorney is incorporated by reference only once to Amendment No. 1 to Form S-6 (the Rule 487 filing) of FT 7359 (File No. 333-224320).
We appreciate your prompt attention to this Registration Statement. If you have any questions or comments or would like to discuss our responses to your questions please feel free to contact Brian D. Free at (312) 845-3017 or the undersigned at (312) 845-3721.
Very truly yours,
CHAPMAN AND CUTLER LLP
Show Raw Text
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<TEXT>
Chapman and Cutler LLP 111 West Monroe Street
Chicago, Illinois 60603
February 5, 2020
Mark Cowan
U.S. Securities and Exchange Commission
Division of Investment Management
Disclosure Review Office
100 F Street, N.E.
Washington, D.C. 20549
Re: FT 8495
UBS MATIS 2020
(the "Trust")
CIK No. 1793480 File No. 333-235787
________________________________________________________________________________
Dear Mr. Cowan:
We received your comments regarding the Registration Statement for the
above captioned Trust. This letter serves to respond to your comments.
COMMENTS
Portfolio
_________
1. PLEASE INCLUDE AN 80% POLICY PER RULE 35D-1.
Response: The Sponsor respectfully declines to include an 80% policy as it
believes that the name of the Trust does not require the Trust to include an 80%
policy under Rule 35d-1.
2. THE STAFF NOTED THE REFERENCE TO SENIOR LOANS AND HIGH-YIELD SECURITIES
ON THE COVER PAGE OF THE PROSPECTUS AND ASKED THAT RELEVANT STRATEGY AND RISK
DISCLOSURE BE ADDED.
Response: Based on the final portfolio for the Trust, relevant disclosure
will be included and the references to senior loans and high-yield securities on
the cover page of the prospectus will be updated.
3. PLEASE DEFINE "UBS."
Response: The prospectus has been revised in accordance with this comment.
4. PLEASE EXPLAIN WHO THE UBS INVESTMENT PLATFORMS & SOLUTIONS DEPARTMENT
IS.
Response: References to this department have been replaced with other
UBS departments, which have been defined as such.
5. PLEASE DEFINE "MATIS."
Response: The prospectus has been revised in accordance with this comment.
6. PLEASE EXPLAIN IN PLAIN ENGLISH WHAT IS MEANT BY TACTICAL AND
ALLOCATION OPPORTUNITIES.
Response: These references have been removed and the disclosure has been
revised in plain English.
7. PLEASE CLARIFY WHAT THE TERM "MODEL" IS REFERENCING.
Response: The prospectus has been revised in accordance with this comment.
8. PLEASE CLARIFY WHAT ASSET CLASSES, ESPECIALLY WHAT INCOME SOURCES, THE
CEFS AND ETFS ARE EXPECTED TO HOLD.
Response: The prospectus has been revised in accordance with this comment.
9. PLEASE CLARIFY WHETHER MATIS IS A MODEL LICENSED AND USED BY THE
SPONSOR TO PICK THE SECURITIES FOR THE TRUST OR IF UBS SELECTS THE SECURITIES
FOR THE TRUST.
Response: MATIS is a model used by UBS to generate a list of securities.
From that list the Sponsor selects the final portfolio of securities for the
Trust. The MATIS model is not licensed by the Sponsor. Accordingly, the
reference to a license has been removed from the prospectus.
10. PLEASE CLARIFY TO WHOM THE REFERENCES TO "UBS" ARE REFERRING IN THE
SIXTH PARAGRAPH IN THE "PORTFOLIO" SECTION.
Response: The prospectus has been revised to include a defined term for
UBS, and thus all references to "UBS" refer to UBS Financial Services Inc.
11. PLEASE EXPLAIN THE RELEVANCE OF THE DISCLOSURE IN THE SEVENTH
PARAGRAPH IN THE "PORTFOLIO" SECTION AND EITHER REMOVE OR REVISE THIS DISCLOSURE
TO MAKE IT APPLICABLE TO THIS TRUST.
Response: The paragraph has been removed from the prospectus.
Risk Factors
____________
12. PLEASE INCLUDE RISK DISCLOSURE IF THE TRUST HAS INVESTMENTS IN
COVENANT-LITE LOANS.
Response: If the final portfolio for the Trust has underlying funds with
investments in covenant-lite loans, relevant risk disclosure will be included.
13. PLEASE INCLUDE RISK DISCLOSURE IF THE TRUST HAS INVESTMENTS IN BONDS
THAT REFERENCE LIBOR.
Response: If the final portfolio for the Trust has underlying funds with
investments in bonds that reference LIBOR, relevant risk disclosure will be
included.
14. PLEASE INCLUDE RISK DISCLOSURE OF THE SPECIFIC FIXED INCOME
INVESTMENTS OF THE TRUST.
Response: If the final portfolio for the Trust has underlying funds with
fixed income investments, relevant risk disclosure will be included.
15. PLEASE INCLUDE RISK DISCLOSURE IF THE UNDERLYING FUNDS HELD BY THE
TRUST HAVE EXPOSURE TO BREXIT RISK.
Response: If the final portfolio for the Trust has underlying funds with
exposure to Brexit risk, relevant risk disclosure will be included.
16. PLEASE REVISE THE "SECURITIES SELECTION" RISK FOR CLARITY.
Response: The prospectus has been revised in accordance with this comment.
Information Supplement
______________________
17. PLEASE DISCLOSE PRINCIPAL INVESTMENTS AND RISKS IN THE PROSPECTUS.
Response: Based on the final portfolio for the Trust, all principal
investments and risks will be disclosed in the prospectus.
Registration Statement
______________________
18. PLEASE LET THE STAFF KNOW IN ADVANCE WHEN REGISTERING A NEW TRUST AS
THEY WILL NEED TO ISSUE A FORMAL COMMENT LETTER IN SUCH CASES.
Response: As discussed with the staff, the comment is still under
consideration.
19. THE STAFF NOTES THAT UNDER SECTION 6(A) OF THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT"), ANY SECURITY MAY BE REGISTERED WITH THE COMMISSION UNDER
THE TERMS AND CONDITIONS PROVIDED IN SECTION 6(A), BY FILING A REGISTRATION
STATEMENT WHICH SHALL BE SIGNED BY EACH ISSUER, ITS PRINCIPAL EXECUTIVE OFFICER
OR OFFICERS, ITS PRINCIPAL FINANCIAL OFFICER, ITS COMPTROLLER OR PRINCIPAL
ACCOUNTING OFFICER, AND THE MAJORITY OF ITS BOARD OF DIRECTORS OR PERSONS
PERFORMING SIMILAR FUNCTIONS (E.G., TRUSTEES). PLEASE MAKE CERTAIN THAT THE
SIGNATURE PAGE ON ALL PRE-EFFECTIVE AMENDMENTS MEETS THE REQUIREMENTS OF SECTION
6(A). IF THE TRUST INTENDS TO RELY ON A POWER OF ATTORNEY WITH RESPECT TO THE
SIGNATURES OF SUCH OFFICERS AND TRUSTEES, PLEASE NOTE THAT A POWER OF ATTORNEY
SPECIFICALLY REFERENCING THIS FILING MUST BE FILED IN THIS REGISTRATION
STATEMENT (SEE RULE 483 UNDER THE SECURITIES ACT).
Response: As discussed with the staff, the comment is still under
consideration.
20. PLEASE EXPLAIN HOW INCORPORATION BY REFERENCE OF THE POWER OF ATTORNEY
SATISFIES RULE 483(B). FURTHER IT LOOKS LIKE THE POWER OF ATTORNEY HAS BEEN AT
LEAST DOUBLE INCORPORATED.
Response: As discussed with the staff, the comment is still under
consideration. Further, the Sponsor points out that the Power of Attorney is
incorporated by reference only once to Amendment No. 1 to Form S-6 (the Rule 487
filing) of FT 7359 (File No. 333-224320).
We appreciate your prompt attention to this Registration Statement. If you
have any questions or comments or would like to discuss our responses to your
questions please feel free to contact Brian D. Free at (312) 845-3017 or the
undersigned at (312) 845-3721.
Very truly yours,
CHAPMAN AND CUTLER LLP
By /s/ Daniel J. Fallon
_________________________
Daniel J. Fallon
</TEXT>
</DOCUMENT>