Correspondence 0001445546-24-006982 from FT 11756 (CIK 0002030710)
FT 11756 (CIK 0002030710)
Date: Oct. 15, 2024 · CIK: 0002030710 · Accession: 0001445546-24-006982
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File numbers found in text: 333-281861
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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
October 15, 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 11756
FT Moderate Buffer ETF Allocation Portfolio, Series 1
(the “Trust”)
CIK No. 2030710 File No. 333-281861
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
consider including a table similar to that shown on First Trust’s website that provides additional information regarding Outcome
Period Values (as of the deposit date) for the First Trust Target Outcome Buffer ETFs selected for the portfolio (e.g., Fund Value/Return,
Referenced Asset Value/Return, Remaining Cap, Remaining Buffer, and Remaining Outcome Period). The Staff notes that funds typically refer
investors to the website of the underlying funds to determine where each underlying fund is in relationship to its respective cap and
buffer on a particular date.
Response:In
accordance with the Staff’s comment, the Trust has added the following disclosure to the prospectus:
Each ETF’s website provides information
relating to the possible outcomes for an investment in the ETF on a daily basis, if purchased on that date and held through the end of
the Target Outcome Period, including the ETF’s value relative to the cap and buffer. Unit holders can find the expected outcomes
for each of the ETFs at https://www.ftportfolios.com/retail/etf/targetoutcomefundlist.aspx.
2.With
respect to the description of the “laddered portfolio” in the first paragraph of the “Portfolio Selection Process”
section, please clarify, if true, that the Trust will have exposure to each Index during outcome periods beginning every month of a calendar
year (i.e., exposure to SPY, QQQ, IWM, and EFA with terms beginning the months of January through December). Please also clarify if the
funds are weighted equally.
Response:The
Trust notes that it will invest in a laddered portfolio of all of the First Trust Target Outcome Moderate Buffer ETFs that meet the Trust’s
minimum market capitalization liquidity requirements, as later described in the prospectus (i.e., “To be included in the Trust’s
portfolio, each ETF must have a minimum market capitalization of $50,000,000.”). The Trust further notes that not every month of
a calendar year is represented by each First Trust Target Outcome Moderate Buffer ETF. Nevertheless, the Trust will specifically identify
the First Trust Target Outcome Moderate Buffer ETFs held by the Trust in the Schedule of Investments, along with the weighting of each
fund.
The funds will be equally weighted
within their reference asset category, meaning all the funds that reference SPY will be weighted the same, all the funds that reference
QQQ will be weighted the same, all the funds that reference IWM will be weighted the same and all the funds that reference EFA will be
weighted the same. However, the allocation to each reference asset category will be different and will be determined by the First Trust
Research Department to provide diversification, as specified in the selection methodology. Additionally, the First Trust Research Department
does not consider remaining buffers and caps of the funds when selecting the funds for the Trust. The Trust has revised the selection
process for clarification. Please refer to the Trust’s response to Comment 7 below.
3.The
Staff notes the following disclosure in the second paragraph of the “Portfolio Selection Process” section: “The Trust’s
laddered approach is intended to allow the Trust to benefit from increases in the value of the SPDR(R) S&P 500(R) ETF Trust (“SPY”),
Invesco QQQ Trust, Series 1 (“QQQ”), iShares Russell 2000 ETF (“IWM”), and iShares MSCI EAFE ETF (“EFA”)
and to provide a level of downside protection for at least a portion of the Trust’s portfolio at any given time.” Please revise
to clarify that the Trust will be allowed to benefit to a limited extent.
Response:In
accordance with the Staff’s comment, the above-referenced disclosure has been revised as follows:
The Trust’s laddered approach is intended
to allow the Trust to benefit to a limited extent from increases in the value of the SPDR(R) S&P 500(R) ETF Trust (“SPY”),
Invesco QQQ Trust, Series 1 (“QQQ”), iShares Russell 2000 ETF (“IWM”), and iShares MSCI EAFE ETF (“EFA”)
and to provide a level of downside protection for at least a portion of the Trust’s portfolio at any given time.
4.The
Staff notes the following disclosure in the second sentence of the second paragraph of the “Portfolio Selection Process” section:
“The Trust invests in the ETFs in a laddered manner.” Please consider deleting this sentence, as it is repetitive.
Response:In
accordance with the Staff’s comment, the above-referenced disclosure has been deleted.
5.The
Staff notes the following disclosure in the second paragraph of the “Portfolio Selection Process” section: “Unlike the
ETFs, the Trust itself does not pursue a target outcome strategy. The buffer is only provided by the ETFs and the Trust itself does not
provide any stated buffer against losses. The Trust will likely not receive the full benefit of the ETF buffers and could have limited
upside potential.”
(a) Please bold and/or move the above referenced disclosure to the beginning of the second paragraph of
the “Portfolio Selection Process” section.
(b) Please insert the following after the first sentence of the above referenced disclosure: “You
may experience significant losses on investments in the Trust.”
(c) With respect to the third sentence of the above referenced disclosure, please explain why the Trust
is not likely to receive the full benefit of the ETF buffers and could have limited upside potential.
Response:Please
refer to the Trust’s responses below:
(a) In accordance with the Staff’s comment, the above-referenced disclosure has been bolded.
(b) The above above-referenced disclosure has been revised in accordance with the Staff’s comment.
(c) The Trust has added a cross-reference to the disclosure described later in the prospectus. In accordance
with the Staff’s comment, disclosure has been revised as follows:
Unlike the ETFs, the Trust itself does not pursue
a target outcome strategy. You may experience significant losses on investments in the Trust. The buffer is only provided by the ETFs
and the Trust itself does not provide any stated buffer against losses. The Trust will likely not receive the full benefit of the ETF
buffers and could have limited upside potential (as described below).
6.The
Staff notes the following disclosure in the second paragraph of the “Portfolio Selection Process” section: “The Trust’s
returns are limited by the caps of the ETFs. Although the Trust does not directly provide a defined buffer, each ETF in the portfolio
is structured to offer a 15% downside buffer (before fees and expenses), with potential upside gains capped at a predetermined level.”
Please consider revising to describe the downside buffer as a “moderate 15% downside buffer.”
Response:In
accordance with the Staff’s comment, the above-referenced disclosure has been revised as follows:
The Trust’s returns are limited by the
caps of the ETFs. Although the Trust does not directly provide a defined buffer, each ETF in the portfolio is structured to offer a moderate
15% downside buffer (before fees and expenses), with potential upside gains capped at a predetermined level.
7.Please
consider revising the third paragraph of the “Portfolio Selection Process” section to describe how the Trust decides which
First Trust Target Outcome ETFs will be selected for the Trust. For example, are there any criteria as far as minimum remaining buffers
or caps?
Response:The
Trust notes that it will invest in all of the First Trust Target Outcome Moderate Buffer ETFs that meet the Trust’s minimum market
capitalization liquidity requirement of $50,000,000, as described in the prospectus. The funds will be equally weighted within their reference
asset category. Additionally, the First Trust Research Department does not consider remaining buffers and caps of the funds when selecting
the funds for the Trust. In accordance with the Staff’s comment, the third paragraph of the “Portfolio Selection Process”
has been revised as follows:
Under normal market conditions, the Trust will
invest at least 80% of its assets in the ETFs, which seek to provide investors with returns (before fees and expenses) that match the
price return of either SPY, QQQ, IWM or EFA, respectively, up to a predetermined upside cap, while providing a buffer (before fees and
expenses) against the first 15% of losses of SPY, QQQ, IWM or EFA, respectively, over a defined one-year period. The Trust will invest
in all of the First Trust Target Outcome Moderate Buffer ETFs that reference SPY, QQQ, IWM and EFA that also meet the Trust’s liquidity
requirements. To be included in the Trust’s portfolio, each ETF must have a minimum market capitalization of $50,000,000. The Trust
intends only to acquire shares of ETFs in the secondary market and will not engage in any principal transactions with the ETFs. The ETFs
will be equally weighted within their reference asset category, and the First Trust Research Department will determine the allocation
to each reference asset category to provide diversification. The minimum remaining buffers or caps for the ETFs will not be considered
when selecting ETFs for the Trust’s final portfolio.
8.The
Staff notes the following disclosure in the third paragraph under the “Portfolio Selection Process” section: “Under
normal market conditions, the Trust will invest at least 80% of its assets in the ETFs, which seek to provide investors with returns (before
fees and expenses) that match the price return of SPY, QQQ, IWM or EFA, respectively, up to a predetermined upside cap, while providing
a buffer (before fees and expenses) against the first 15% of losses of SPY, QQQ, IWM or EFA, over a defined one-year period.” Please
consider moving this disclosure to the second sentence of the first paragraph under the “Portfolio Selection Process” section.
Response:The
above-referenced disclosure has been moved to the first paragraph of the “Portfolio Selection Process” section.
9.The
Staff notes the following disclosure in the third paragraph of the “Portfolio Selection Process” section: “The investment
objective of SPY is to seek to provide investment results that, before expenses, correspond generally to the price and yield performance
of the S&P500(R) Index. The investment objective of QQQ is to seek to provide investment results that, before expenses, correspond
generally to the price and yield performance of the Nasdaq-100 Index(R). The investment objective of IWM is to seek to provide investment
results that, before expenses, correspond generally to the price and yield performance of the Russell 2000 Index. The investment objective
of EFA is to seek to provide investment results that, before expenses, correspond generally to the price and yield performance of the
MSCIEAFE IMI Index.” Please consider making this disclosure a separate paragraph.
Response:The
disclosure has been revised in accordance with the Staff’s comment.
10.The
Staff notes the following disclosure in the fourth paragraph of the “Portfolio Selection Process” section: “Each ETF
establishes a new cap annually at the beginning of each Target Outcome Period.” Please revise this disclosure to include the following
language at the end of the sentence: “(i.e., resets its cap) and refreshes the 15% buffer.”
Response:In
accordance with the Staff’s comment, the above-referenced disclosure has been revised as follows:
Each ETF establishes a new cap annually at the
beginning of each Target Outcome Period (i.e., resets its cap) and refreshes the 15% buffer.
11.The
Staff notes the following disclosure in the fifth paragraph of the “Portfolio Selection Process” section: “Each ETF’s
strategy has been specifically designed to produce the outcomes (before fees and expenses) based upon the returns of SPY, QQQ, IWM or
EFA over the duration of a Target Outcome Period.” Please clarify whether the return referenced in this disclosure is total return
or price return.
Response:In
accordance with the Staff’s comment, the above-referenced disclosure has been revised as follows:
Each ETF’s strategy has been specifically
designed to produce the outcomes (before fees and expenses) based upon the price returns of SPY, QQQ, IWM or EFA over the duration of
a Target Outcome Period.
12.The
Staff notes the following disclosure in the fifth paragraph of the “Portfolio Selection Process” section: “This means
that each of the ETFs will undergo a “reset” of its cap and a “refresh” of its buffer annually.” Please
explain the distinction between a reset of the ETFs cap and a refresh of the ETFs buffers. Is it possible for the cap to change without
the buffer changing?
Response:The
Trust notes it revised the disclosure to explain the distinction between resetting the cap and refreshing the buffer. Please refer to
the Trust’s response to Comment 10 above.
13.The
Staff notes the following disclosure in the fifth paragraph of the “Portfolio Selection Process” section: “Because the
Trust will not acquire shares of the ETFs on the first day of a Target Outcome Period and may dispose of shares of the ETFs before the
end of the Target Outcome Period, the Trust may experience returns that are very different from those that the ETFs seek to provide.”
If an investment in the Trust may be made on a day other than the deposit date, please also explain that an investment in the Trust, other
than on the deposit date, may result in returns different from both the Trust and the ETFs. The Staff assumes this is true with respect
to an investment in the Trust other than the date the Trust deposits.
Response:In
accordance with the Staff’s comment, the following disclosure has been added to the prospectus:
Likewise, a Unit holder purchasing Units on
a day other than the Initial Date of Deposit, or redeeming Units prior to the Trust’s Mandatory Termination Date, may experience
investment results that differ from those they would have experienced if they purchased Units on the Initial Date of Deposit or held Units
until the Mandatory Termination Date.
14.The
Staff notes the following disclosure in the fifth paragraph of the “Portfolio Selection Process” section: “If an ETF
has experienced certain levels of either gains or losses since the beginning of its current Target Outcome Period, there may be little
to no ability for the Trust to achieve gains or benefit from the buffer for the remainder of the Target Outcome Period.” Please
describe whether the minimum remaining buffers or caps discussed in the disclosure will be considered when selecting ETFs for the Trust’s
final portfolio.
Response:The
Trust notes that the minimum remaining buffers or caps for the ETFs will not be considered when selecting ETFs for the Trust’s final
portfolio. The Trust has revised the disclosure for clarification. Please refer to the Trust’s response to Comment 7 above.
15.The
Staff notes the following disclosure in the fifth paragraph of the “Portfolio Selection Process” section: “In other
words, the continual and periodic refreshing of the ETF caps and buffers at current prices is intended to allow the Trust to continue
to benefit from increases in the value of SPY, QQQ, IWM or EFA and to provide a level of downside protection for at least a portion of
the Trust’s portfolio at any given time.” Please revise the disclosure to clarify that “current prices” refers
to the current prices of the ETFs’ reference asset.