SEC Company Response from FT 12399 (CIK 0002066972) — Aug 28, 2025
FT 12399 (CIK 0002066972)
Date: Aug. 28, 2025 · CIK: 0002066972 · Accession: 0001445546-25-005850
AI Filing Summary & Sentiment
File numbers found in text: 333-288807
Letter
Division of Investment Management Re: FT 12399 FT American Fundamental Industries ETF Portfolio, Series 1 (the “Trust”) CIK No. 2066972 File No. 333-288807
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.With respect to the “themes” described in the bulleted list set forth in the “Portfolio Selection Process” section, please clarify whether an ETF must provide a minimum level of exposure to one of the themes to be eligible for inclusion in the portfolio.
Response:The Trust confirms that there is no minimum level of exposure requirement for an ETF to be eligible for inclusion in the portfolio. In accordance with the Staff’s comment, the following disclosure will be added to the second paragraph set forth under the “Portfolio Selection Process” section:
There is no minimum level of exposure to a theme that an ETF must provide in order to be eligible for inclusion in the portfolio.
Risk Factors
2.Please disclose any principal risks to the Trust due to its exposure to master-limited partnerships held by the Funds in which the Trust invests.
Response:If, based on the Trust’s final portfolio, the Trust has material exposure to funds that invest in master-limited partnerships, appropriate disclosure will be added to the Trust’s prospectus.
3.Please consider updating the statement in the “Market Risk” disclosure that the Federal Reserve has recently lowered interest rates.
Response:The Trust has considered the Staff’s comment and respectfully declines to revise the disclosure as it believes the disclosure as currently stated is accurate and appropriate for investor comprehension. However, the Trust will continue to monitor developments in the Federal Reserve’s approach to interest rates moving forward, especially in light of the upcoming September Federal Open Market Committee meeting.
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
August 28, 2025
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 12399
FT American Fundamental Industries ETF Portfolio, Series 1
(the “Trust”)
CIK No. 2066972 File No. 333-288807
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.With
respect to the “themes” described in the bulleted list set forth in the “Portfolio Selection Process” section,
please clarify whether an ETF must provide a minimum level of exposure to one of the themes to be eligible for inclusion in the portfolio.
Response:The
Trust confirms that there is no minimum level of exposure requirement for an ETF to be eligible for inclusion in the portfolio. In accordance
with the Staff’s comment, the following disclosure will be added to the second paragraph set forth under the “Portfolio Selection
Process” section:
There is no minimum level of exposure
to a theme that an ETF must provide in order to be eligible for inclusion in the portfolio.
Risk Factors
2.Please
disclose any principal risks to the Trust due to its exposure to master-limited partnerships held by the Funds in which the Trust invests.
Response:If,
based on the Trust’s final portfolio, the Trust has material exposure to funds that invest in master-limited partnerships, appropriate
disclosure will be added to the Trust’s prospectus.
3.Please
consider updating the statement in the “Market Risk” disclosure that the Federal Reserve has recently lowered interest rates.
Response:The
Trust has considered the Staff’s comment and respectfully declines to revise the disclosure as it believes the disclosure as currently
stated is accurate and appropriate for investor comprehension. However, the Trust will continue to monitor developments in the Federal
Reserve’s approach to interest rates moving forward, especially in light of the upcoming September Federal Open Market Committee
meeting.
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