Correspondence 0001445546-24-001470 from FT 11312 (CIK 0002003347)
FT 11312 (CIK 0002003347)
Date: Feb. 20, 2024 · CIK: 0002003347 · Accession: 0001445546-24-001470
AI Filing Summary & Sentiment
File numbers found in text: 333-275425, 333-276924
Letter
Division of Investment Management Re: FT 11312 FT Strategic Fixed Income ETF Portfolio, Series 13 (the “Trust”) CIK No. 2003347 File No. 333-276924
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.If the Trust invests in emerging market issuers, please add relevant disclosure.
Response: In accordance with the Staff’s comment, if the Trust’s final portfolio has exposure to Funds that invest in emerging market issuers, appropriate disclosure will be added to the Trust’s prospectus.
Risk Factors
2.The Staff notes that the Trust invests in Funds that invest in convertible securities. If those Funds invest or expect to invest in contingent convertible securities (“CoCos”), the Trust should consider what, if any, disclosure is appropriate. The type and location of disclosure will depend on, among other things, the extent to which the Funds invest in CoCos, and the characteristics of the CoCos, (e.g., the credit quality, the conversion triggers). If CoCos are or will be a principal type of investment, the Trust should provide a description of them and should provide appropriate risk disclosure. In addition, please supplementally inform us whether the Funds intend to invest or currently invests in CoCos and the amount the funds currently invests in CoCos.
Response:The Trust notes that based on the prior series of the trust (FT 11132, file no. 333-275425), the Trust does not anticipate investing in Funds that have exposure to CoCos. However, if the Trust’s final portfolio has exposure to Funds that invest in CoCos, appropriate disclosure will be added to the Trust’s prospectus.
3.If the Trust will initially invest in distressed securities as a principal strategy, please add appropriate disclosure.
Response:The Trust notes that the distressed debt securities risk disclosure is substantially related to the high-yield securities risk disclosure. While distressed debt securities do not rise to a level of principal investment for the Trust, and the Trust does not anticipate initially investing in distressed debt securities, the Trust believes the current risk disclosure is necessary for investor comprehension.
4.If the Funds held by the Trust invest in subprime residential mortgage loans, please add relevant risk disclosure.
Response:In accordance with the Staff’s comment, if the Trust’s final portfolio has exposure to Funds that invest in subprime residential mortgage loans, appropriate disclosure will be added to the Trust’s prospectus.
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
February 20 2024
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 11312
FT Strategic Fixed Income ETF Portfolio, Series 13
(the “Trust”)
CIK No. 2003347 File No. 333-276924
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.If
the Trust invests in emerging market issuers, please add relevant disclosure.
Response:
In accordance with the Staff’s comment, if the Trust’s final portfolio has exposure to Funds that invest in emerging market
issuers, appropriate disclosure will be added to the Trust’s prospectus.
Risk Factors
2.The
Staff notes that the Trust invests in Funds that invest in convertible securities. If those Funds invest or expect to invest in contingent
convertible securities (“CoCos”), the Trust should consider what, if any, disclosure is appropriate. The type and location
of disclosure will depend on, among other things, the extent to which the Funds invest in CoCos, and the characteristics of the CoCos,
(e.g., the credit quality, the conversion triggers). If CoCos are or will be a principal type of investment, the Trust should provide
a description of them and should provide appropriate risk disclosure. In addition, please supplementally inform us whether the Funds intend
to invest or currently invests in CoCos and the amount the funds currently invests in CoCos.
Response:The
Trust notes that based on the prior series of the trust (FT 11132, file no. 333-275425), the Trust does not anticipate investing in Funds
that have exposure to CoCos. However, if the Trust’s final portfolio has exposure to Funds that invest in CoCos, appropriate disclosure
will be added to the Trust’s prospectus.
3.If
the Trust will initially invest in distressed securities as a principal strategy, please add appropriate disclosure.
Response:The
Trust notes that the distressed debt securities risk disclosure is substantially related to the high-yield securities risk disclosure.
While distressed debt securities do not rise to a level of principal investment for the Trust, and the Trust does not anticipate initially
investing in distressed debt securities, the Trust believes the current risk disclosure is necessary for investor comprehension.
4.If
the Funds held by the Trust invest in subprime residential mortgage loans, please add relevant risk disclosure.
Response:In
accordance with the Staff’s comment, if the Trust’s final portfolio has exposure to Funds that invest in subprime residential
mortgage loans, appropriate disclosure will be added to the Trust’s prospectus.
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