Correspondence 0001445546-24-004645 from FT 11497 (CIK 0002014369)
FT 11497 (CIK 0002014369)
Date: July 1, 2024 · CIK: 0002014369 · Accession: 0001445546-24-004645
AI Filing Summary & Sentiment
File numbers found in text: 333-279412
Letter
Division of Investment Management Re: FT 11497 FT 60/40 Target Income Portfolio, Series 3 (the “Trust”) CIK No. 2014369 File No. 333-279412
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.The Staff notes the following disclosure, “While not a part of the Trust's portfolio selection process, through the Trust's investment in the Funds, the Trust has principal risk exposure to covenant-lite loans and foreign securities (including American Depositary Receipts, Global Depositary Receipts and New York Registry Shares).” The Staff notes this paragraph should focus on the types of investments the Trust will be exposed to, not the principal risk exposure of these investments. Accordingly, please delete the phrase “principal risk” from the above disclosure.
Response:In accordance with the Staff’s comment, “principal risk” will be removed from the above referenced disclosure.
2.The Staff notes the following disclosure, “The U.S. equity ETFs held by the Trust invest primarily in dividend-paying common stocks across all market capitalizations.” If the Funds held by the Trust invest in small and/or mid capitalization companies, please add relevant risk disclosure.
Response:If, based on the Trust’s final portfolio, the Trust has exposure to Funds that invest in small and/or mid capitalization companies, appropriate risk disclosure will be added to the Trust’s prospectus.
Risk Factors
3.If the Funds held by the Trust invest in emerging markets, please add relevant risk disclosure.
Response:If, based on the Trust’s final portfolio, the Trust has exposure to Funds that invest in emerging market companies, appropriate risk disclosure will be added to the Trust’s prospectus.
4.If the Funds held by the Trust invest in subprime residential mortgage loans, please add relevant risk disclosure.
Response:If, based on the Trust’s final portfolio, the Trust has exposure to Funds that invest in subprime residential mortgage loans, appropriate risk disclosure will be added to the Trust’s prospectus.
5.If investment in Contingent Convertible Bonds (“CoCos”) is a principal investment for the Trust, please provide a description of CoCos and add relevant risk disclosure.
Response:If, based on the Trust’s final portfolio, the Trust has material exposure to CoCos, a description of CoCos and appropriate risk disclosure will be added to the Trust’s prospectus.
6.Please consider whether the second paragraph of the Foreign Securities risk disclosure is necessary. The Staff notes that the disclosure in the Portfolio section states that the Trust invests in Funds that invest in foreign fixed income securities, and as ADRs/GDRs/NYRSs represent interests in foreign equities, if the Trust (through the ETFs) is just investing in foreign fixed income, the references to ADRs/GDRs/NYRSs in the second paragraph of the Foreign Securities risk disclosure could be confusing to investors.
Response:In accordance with the Staff’s comment, the second paragraph of the Foreign Securities risk will be removed and the corresponding reference to ADRs/GDRs/NYRSs in the second to last paragraph of the Portfolio Selection Process will also be removed.
7.If investment in distressed debt securities is a principal investment for the Trust, please add relevant risk disclosure.
Response:If, based on the Trust’s final portfolio, the Trust has material exposure to distressed debt securities, appropriate risk 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
July 1, 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 11497
FT 60/40 Target Income Portfolio, Series 3
(the “Trust”)
CIK No. 2014369 File No. 333-279412
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.The
Staff notes the following disclosure, “While not a part of the Trust's portfolio selection process, through the Trust's investment
in the Funds, the Trust has principal risk exposure to covenant-lite loans and foreign securities (including American Depositary Receipts,
Global Depositary Receipts and New York Registry Shares).” The Staff notes this paragraph should focus on the types of investments
the Trust will be exposed to, not the principal risk exposure of these investments. Accordingly, please delete the phrase “principal
risk” from the above disclosure.
Response:In
accordance with the Staff’s comment, “principal risk” will be removed from the above referenced disclosure.
2.The
Staff notes the following disclosure, “The U.S. equity ETFs held by the Trust invest primarily in dividend-paying common stocks
across all market capitalizations.” If the Funds held by the Trust invest in small and/or mid capitalization companies, please add
relevant risk disclosure.
Response:If,
based on the Trust’s final portfolio, the Trust has exposure to Funds that invest in small and/or mid capitalization companies,
appropriate risk disclosure will be added to the Trust’s prospectus.
Risk Factors
3.If
the Funds held by the Trust invest in emerging markets, please add relevant risk disclosure.
Response:If,
based on the Trust’s final portfolio, the Trust has exposure to Funds that invest in emerging market companies, appropriate risk
disclosure will be added to the Trust’s prospectus.
4.If
the Funds held by the Trust invest in subprime residential mortgage loans, please add relevant risk disclosure.
Response:If,
based on the Trust’s final portfolio, the Trust has exposure to Funds that invest in subprime residential mortgage loans, appropriate
risk disclosure will be added to the Trust’s prospectus.
5.If
investment in Contingent Convertible Bonds (“CoCos”) is a principal investment for the Trust, please provide a description
of CoCos and add relevant risk disclosure.
Response:If,
based on the Trust’s final portfolio, the Trust has material exposure to CoCos, a description of CoCos and appropriate risk disclosure
will be added to the Trust’s prospectus.
6.Please
consider whether the second paragraph of the Foreign Securities risk disclosure is necessary. The Staff notes that the disclosure in the
Portfolio section states that the Trust invests in Funds that invest in foreign fixed income securities, and as ADRs/GDRs/NYRSs represent
interests in foreign equities, if the Trust (through the ETFs) is just investing in foreign fixed income, the references to ADRs/GDRs/NYRSs
in the second paragraph of the Foreign Securities risk disclosure could be confusing to investors.
Response:In
accordance with the Staff’s comment, the second paragraph of the Foreign Securities risk will be removed and the corresponding reference
to ADRs/GDRs/NYRSs in the second to last paragraph of the Portfolio Selection Process will also be removed.
7.If
investment in distressed debt securities is a principal investment for the Trust, please add relevant risk disclosure.
Response:If,
based on the Trust’s final portfolio, the Trust has material exposure to distressed debt securities, appropriate risk 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