Correspondence 0001445546-23-003535 from FT 10793 (CIK 0001970977)
FT 10793 (CIK 0001970977)
Date: May 26, 2023 · CIK: 0001970977 · Accession: 0001445546-23-003535
AI Filing Summary & Sentiment
File numbers found in text: 333-271539
Letter
Division of Investment Management Re: FT 10793 Dividend Growers and Tax-Advantaged Income Portfolio, Series 35 (the “Trust”) CIK No. 1970977 File No. 333-271539
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
Front Cover
1.The Staff notes that the disclosure states, “The Trust invests in both dividend-paying securities and Funds which invest in municipal bonds. To the extent that distributions from the Trust are attributable to income from dividend-paying securities and municipal securities which are not tax-exempt, if any, those distributions will be taxable. THE TRUST INVESTS IN BOTH DIVIDEND-PAYING SECURITIES AND FUNDS WHICH INVEST IN MUNICIPAL BONDS. TO THE EXTENT THAT DISTRIBUTIONS FROM THE TRUST ARE ATTRIBUTABLE TO INCOME FROM DIVIDEND-PAYING SECURITIES AND MUNICPAL SECURITIES WHICH ARE NOT TAX-EXEMPT, IF ANY, THOSE DISTRIBUTIONS WILL BE TAXABLE.” Please reconcile the duplicative disclosure.
Response:The Trust confirms that the front cover will be updated to remove the duplicative disclosure.
Portfolio
2.If the Trust will have material exposure to the municipal bonds issued by any jurisdiction experiencing financial distress, please identify that jurisdiction and add relevant risk disclosure.
Response: If, based on the Trust’s final portfolio, the Trust has material exposure to any jurisdictions experiencing financial distress, relevant disclosure will be added to the Trust’s prospectus.
3.The Staff notes the disclosure states, “The Sponsor does not require any specific duration maturity or credit quality policies when selecting the ETFs for the Trust’s portfolio.” Please include “or capitalization,” if true for the equity ETFs.
Response: The Trust notes that earlier disclosure under the “Portfolio Selection Process” states that all ETFs must have a minimum market capitalization of $50,000,000. Therefore, the Trust respectfully declines to add any additional disclosure.
4.Please also address alternative minimum tax in the Portfolio section.
Response:The Trust respectfully declines to add any additional disclosure and directs the Staff to the below disclosure under the “Objectives” section, which addresses alternative minimum tax.
“It is important to note that certain of the Trust's investments in municipal securities may be subject to the alternative minimum tax. In addition, distributions from the Trust’s non-municipal investments and municipal investments which are not tax-exempt, if any, will be subject to federal income taxes.”
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
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Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, Illinois 60606
T 312.845.3000
F 312.701.2361
www.chapman.com
May 26, 2023
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 10793
Dividend Growers and Tax-Advantaged Income Portfolio, Series 35
(the “Trust”)
CIK No. 1970977 File No. 333-271539
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
Front Cover
1.The
Staff notes that the disclosure states, “The Trust invests in both dividend-paying securities and Funds which invest in municipal
bonds. To the extent that distributions from the Trust are attributable to income from dividend-paying securities and municipal securities
which are not tax-exempt, if any, those distributions will be taxable. THE TRUST INVESTS IN BOTH DIVIDEND-PAYING SECURITIES AND FUNDS
WHICH INVEST IN MUNICIPAL BONDS. TO THE EXTENT THAT DISTRIBUTIONS FROM THE TRUST ARE ATTRIBUTABLE TO INCOME FROM DIVIDEND-PAYING SECURITIES
AND MUNICPAL SECURITIES WHICH ARE NOT TAX-EXEMPT, IF ANY, THOSE DISTRIBUTIONS WILL BE TAXABLE.” Please reconcile the duplicative
disclosure.
Response:The
Trust confirms that the front cover will be updated to remove the duplicative disclosure.
Portfolio
2.If
the Trust will have material exposure to the municipal bonds issued by any jurisdiction experiencing financial distress, please identify
that jurisdiction and add relevant risk disclosure.
Response: If,
based on the Trust’s final portfolio, the Trust has material exposure to any jurisdictions experiencing financial distress, relevant
disclosure will be added to the Trust’s prospectus.
3.The
Staff notes the disclosure states, “The Sponsor does not require any specific duration maturity or credit quality policies when
selecting the ETFs for the Trust’s portfolio.” Please include “or capitalization,” if true for the equity ETFs.
Response: The Trust notes
that earlier disclosure under the “Portfolio Selection Process” states that all ETFs must have a minimum market capitalization
of $50,000,000. Therefore, the Trust respectfully declines to add any additional disclosure.
4.Please
also address alternative minimum tax in the Portfolio section.
Response:The
Trust respectfully declines to add any additional disclosure and directs the Staff to the below disclosure under the “Objectives”
section, which addresses alternative minimum tax.
“It is important to note that
certain of the Trust's investments in municipal securities may be subject to the alternative minimum tax. In addition, distributions
from the Trust’s non-municipal investments and municipal investments which are not tax-exempt, if any, will be subject to federal
income taxes.”
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