0001445546-18-002250.txt : 20180823
0001445546-18-002250.hdr.sgml : 20180823
20180508182048
ACCESSION NUMBER: 0001445546-18-002250
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20180508
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST TRUST HIGH INCOME LONG/SHORT FUND
CENTRAL INDEX KEY: 0001494530
IRS NUMBER: 000000000
STATE OF INCORPORATION: MA
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400
CITY: WHEATON
STATE: IL
ZIP: 60187
BUSINESS PHONE: 630-765-8000
MAIL ADDRESS:
STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400
CITY: WHEATON
STATE: IL
ZIP: 60187
CORRESP
1
filename1.txt
CHAPMAN AND CUTLER LLP
111 West Monroe Street
Chicago, Illinois 60603
May 8, 2018
VIA EDGAR CORRESPONDENCE
Frank A. Buda, Esq.
David Manion
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: First Trust High Income Long/Short Fund (the "Fund")
File No. 333-223803
------------------------------------------------------------
Dear Mr. Buda and Mr. Manion:
We received your oral comments via telephonic conference on April 3, 2018
and April 13, 2018 regarding the Registration Statement on Form N-14 (the
"Registration Statement") for First Trust High Income Long/Short Fund (the
"Fund" and together with First Trust Strategic High Income Fund II, the "Funds"
and each a "Fund") filed on March 20, 2018. Capitalized terms used but not
defined herein have the meanings ascribed to such terms in the Registration
Statement and the prospectus contained therein (the "Prospectus"). We are
submitting via EDGAR this letter on behalf of the Fund, which is intended to
respond to your comments, and a revised, marked draft of the Registration
Statement is included for your review and convenience.
DISCLOSURE COMMENTS
COMMENT 1
On page i of the "Important Notice to Shareholders of First Trust Strategic
High Income Fund II - Questions and Answers" section of the forepart of the
Registration Statement, in the question "How will the Merger be effected?", the
description of the transaction is not consistent with other disclosure in the
Prospectus. Please revise the disclosure to be consistent with the description
of the transaction from the "Notice of Special Meeting of Shareholders"
disclosure.
Division of Investment Management
May 8, 2018
Page 2
RESPONSE TO COMMENT 1
The Registration Statement has been revised as requested.
COMMENT 2
On page iii of the "Important Notice to Shareholders of First Trust
Strategic High Income Fund II - Questions and Answers" section of the forepart
of the Registration Statement, in the question "Do the Funds have similar
investment objectives, strategies and risks?", please provide additional details
about the differences in the investment strategies, including the extent to
which each Fund engages in these strategies.
RESPONSE TO COMMENT 2
The Registration Statement has been revised as requested.
COMMENT 3
On page ii of the Proxy Statement/Prospectus, in the second to last
sentence of the second full paragraph that states, "[t]hrough the Merger, shares
of FHY would be exchanged on a tax-free basis for federal income tax purposes
for shares of FSD." Please clarify that the exchange may result in shareholders
of FHY receiving cash in lieu of fractional shares of FSD which may result in
tax consequences for certain investors.
RESPONSE TO COMMENT 3
The Registration Statement has been revised as requested.
COMMENT 4
On page 3 of the Proxy Statement/Prospectus, in the second full paragraph
it states, "[t]he direct expenses associated with the preparation of the
proposal and of the proxy solicitation activities with respect thereto,
including the costs incurred in connection with the preparation of this Proxy
Statement/Prospectus and its enclosures, will be paid by FHY as it will receive
a large majority of the benefit of the Merger." Please revise this sentence to
state that it is "anticipated" or "expected" that FHY will receive the large
majority of the benefit.
RESPONSE TO COMMENT 4
The Registration Statement has been revised as requested.
Division of Investment Management
May 8, 2018
Page 3
COMMENT 5
On page 3 of the Proxy Statement/Prospectus, in the third paragraph, please
disclose the approximate percentage of the target Fund's securities that will be
sold off, an estimate of the cost of repositioning in dollars and as a
percentage, and an estimate of the tax impact of the repositioning.
RESPONSE TO COMMENT 5
The Registration Statement has been revised as requested.
COMMENT 6
On page 4 of the Proxy Statement/Prospectus, in the first sentence of the
first paragraph of "Introduction - A. Synopsis" it states, "[t]he following is a
summary of certain information contained elsewhere in this Proxy
Statement/Prospectus with respect to the proposed Merger and is qualified in its
entirety by reference to the more complete information contained in this Proxy
Statement/Prospectus and in the Merger SAI and the appendices thereto." Please
delete the qualification and the language that follows it. You may also refer
investors elsewhere in the Proxy Statement/Prospectus for more complete or
additional information instead of the qualification.
RESPONSE TO COMMENT 6
The Registration Statement has been revised as requested.
COMMENT 7
On page 4 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Background and Reasons for the Proposed Merger" it states, "Smaller
funds often trade at wider discounts than other larger funds." Please provide an
explanation of this statement.
RESPONSE TO COMMENT 7
The Registration Statement has been revised as requested.
COMMENT 8
On page 4 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Background and Reasons for the Proposed Merger" it states,
"[a]dditionally, shares of FHY have historically traded at market prices that
Division of Investment Management
May 8, 2018
Page 4
are below their NAV." Please clarify whether FSD shares have also traded at
market prices that are below NAV and if so why this weighs in favor of the
merger.
RESPONSE TO COMMENT 8
The Registration Statement has been revised as requested.
COMMENT 9
On page 5 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Board Considerations Relating to the Proposed Merger," please ensure
the discussion of the Board Considerations is neutral and includes any
considerations of the Board that were adverse to the proposed Merger.
RESPONSE TO COMMENT 9
The disclosure in the Registration Statement describes the material factors
and the conclusions with respect thereto that formed the basis for the Board's
approval of the Merger.
COMMENT 10
On page 5 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Board Considerations Relating to the Proposed Merger," in the
"Comparison of Fees and Expense Ratios; Expense Savings" bullet, it states that
the Board considered comparative expense information for FHY and FSD including
comparisons between the current effective advisory fee rates. Please clarify
what is meant by "effective advisory fee rate."
RESPONSE TO COMMENT 10
The Registration Statement has been revised as requested.
COMMENT 11
On page 5 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Board Considerations Relating to the Proposed Merger," in the
"Comparison of Fees and Expense Ratios; Expense Savings" bullet, it states that,
"[t]he Board noted that the Merger is expected to result in costs savings to FHY
shareholders." Please clarify what other cost savings are expected.
Division of Investment Management
May 8, 2018
Page 5
RESPONSE TO COMMENT 11
The Registration Statement has been revised as requested.
COMMENT 12
On page 6 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Material Federal Income Tax Consequences of the Merger," please
estimate the expected tax impact of the portfolio repositioning.
RESPONSE TO COMMENT 12
The Registration Statement has been revised as requested.
COMMENT 13
On page 6 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Comparison of the Funds - Investment Objectives, Policies and
Strategies" it states, "each Fund invests primarily in below-investment grade
(i.e. high-yield) fixed-income securities." The Staff notes that FHY's principal
investment strategy is to invest in a diversified portfolio of below-investment
grade and investment-grade debt securities and equity securities. Please revise
this disclosure to more accurately describe the strategy of FHY and differences
in strategies between the Funds.
RESPONSE TO COMMENT 13
The Registration Statement has been revised as requested. The revisions can
be found on page 7 of the Proxy Statement/Prospectus.
COMMENT 14
On page 7 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Comparison of the Funds - Investment Objectives, Policies and
Strategies" in the table showing the investment objectives of each Fund, please
highlight any differences in the principal strategies of the two Funds,
including differences in the extent to which each Fund engages in such
strategies.
RESPONSE TO COMMENT 14
The Registration Statement has been revised as requested.
COMMENT 15
On page 15 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Comparison of the Funds - Investment Advisers and Portfolio Managers"
Division of Investment Management
May 8, 2018
Page 6
in the discussion of the investment advisory fees, please disclose whether the
advisor's fee will be higher as a result of the proposed Merger. Additionally,
please disclose any board considerations regarding this issue.
RESPONSE TO COMMENT 15
The Registration Statement has been revised as requested. The revisions can
be found on page 16 of the Proxy Statement/Prospectus.
COMMENT 16
On page 16 of the Proxy Statement/Prospectus, under "Introduction - A.
Synopsis - Comparative Fees and Expenses" in the first sentence, please add the
word "current" following "[t]he following table sets forth the" and before "fees
and expenses."
RESPONSE TO COMMENT 16
The Registration Statement has been revised as requested. The revisions can
be found on page 17 of the Proxy Statement/Prospectus.
COMMENT 17
On page 18 of the Proxy Statement/Prospectus, in the last paragraph, under
"Introduction - A. Synopsis - Further Information Regarding the Merger" it
states, "Otherwise, FHY shareholders will be notified in the next shareholder
report of FHY." Please clarify that this is how shareholders will be notified if
the merger is not approved or completed.
RESPONSE TO COMMENT 17
The Registration Statement has been revised as requested. The revisions can
be found on page 20 of the Proxy Statement/Prospectus.
COMMENT 18
On page 19 of the Proxy Statement/Prospectus, under "Introduction - B. Risk
Factors" please briefly compare the principal risks of FSD with those of FHY,
including whether one Fund or the other has greater exposure to such principal
risks.
RESPONSE TO COMMENT 18
The Registration Statement has been revised as requested. The revisions can
be found on page 21 of the Proxy Statement/Prospectus.
Division of Investment Management
May 8, 2018
Page 7
COMMENT 19
On page 25 of the Proxy Statement/Prospectus, under "Introduction - B. Risk
Factors - Leverage Risk" please revise here and elsewhere in the discussion of
risk factors to ensure consistent use of either Fund or Funds. Additionally,
because FSD and FHY employ leverage in different ways, please clearly describe
how the leverage risk differs for each Fund.
RESPONSE TO COMMENT 19
The Registration Statement has been revised as requested. The revisions can
be found on page 27 of the Proxy Statement/Prospectus.
COMMENT 20
On page 39 of the Proxy Statement/Prospectus, under "Introduction - B. Risk
Factors - Tax Risk" it states, "The opinion relies upon the current statute and
regulations, portions of which have been changed recently and have not yet been
subject to full and complete interpretation by the courts." Please clarify the
changes that are being discussed and ensure that all assumptions are included in
the tax opinion.
RESPONSE TO COMMENT 20
The Registration Statement has been revised as requested and all
assumptions and qualifications have been included in the tax opinion filed
originally with the N-14 on Exhibit 12. The revisions can be found on page 41 of
the Proxy Statement/Prospectus.
COMMENT 21
On page 40 of the Proxy Statement/Prospectus, in the last sentence under
"Introduction - C. Information About the Merger - General" it states, "[t]he
discussion of the Plan herein is qualified in its entirety by reference to the
full text of the Plan." Please delete this sentence or revise to refer investors
elsewhere in the Proxy Statement/Prospectus for more complete or additional
information instead of the qualification.
RESPONSE TO COMMENT 21
The Registration Statement has been revised as requested. The revisions can
be found on page 42 of the Proxy Statement/Prospectus.
Division of Investment Management
May 8, 2018
Page 8
COMMENT 22
On page 41 of the Proxy Statement/Prospectus, in the first paragraph under
"Introduction - C. Information About the Merger - Terms of the Merger," in the
discussion of the receipt of cash in lieu of fractional shares, please disclose
that this may have tax consequences for FHY shareholders.
RESPONSE TO COMMENT 22
The Registration Statement has been revised as requested. The revisions can
be found on page 43 of the Proxy Statement/Prospectus.
COMMENT 23
On page 41 of the Proxy Statement/Prospectus, in the first sentence of the
last paragraph it states, "[t]he direct expenses incurred in connection with the
Merger (whether or not the Merger is consummated) will be allocated to FHY, as a
large majority of the cost savings benefits of the Merger will accrue to the
shareholders of FHY." Please revise this sentence to state that it is
"anticipated" or "expected" that FHY shareholders will receive the large
majority of the benefit.
RESPONSE TO COMMENT 23
The Registration Statement has been revised as requested. The revisions can
be found on page 44 of the Proxy Statement/Prospectus.
COMMENT 24
On page 43 of the Proxy Statement/Prospectus, under "Introduction - C.
Information About the Merger - Background and Trustees' Considerations Relating
to the Proposed Merger" in the "Comparison of Fees and Expense Ratios; Expense
Savings" bullet, it states that the Board considered comparative expense
information for FHY and FSD including comparisons between the current effective
advisory fee rates. Please clarify what is meant by "effective advisory fee
rate."
RESPONSE TO COMMENT 24
The Registration Statement has been revised as requested. The revisions can
be found on page 45 of the Proxy Statement/Prospectus.
Division of Investment Management
May 8, 2018
Page 9
COMMENT 25
On page 43 of the Proxy Statement/Prospectus, under "Introduction - C.
Information About the Merger - Background and Trustees' Considerations Relating
to the Proposed Merger" in the "Comparison of Fees and Expense Ratios; Expense
Savings" bullet, it states that, "[t]he Board considered that, although FSD's
stated advisory fee rate appears to be higher than FHY's ... " However,
according to the fee table, FHY's advisory fee is higher. Please revise this
discussion to clarify the advisory fee rate disclosure.
RESPONSE TO COMMENT 25
The Registration Statement has been revised as requested. The revisions can
be found on page 45 of the Proxy Statement/Prospectus.
COMMENT 26
On page 44 of the Proxy Statement/Prospectus, under "Introduction - C.
Information About the Merger - Background and Trustees' Considerations Relating
to the Proposed Merger" in the "Expenses of the Merger" bullet, it states that,
"the Advisor's commitment to cover Merger-related costs, including trading
costs, to the extent such costs have not been recouped by shareholders of FHY
and FSD through Merger-related cost savings within 12 months of the completion
of the Merger." With respect to the Advisor's commitment, please provide
additional information about this commitment in the prospectus, including the
material terms, the expenses included and how the recoupment will be measured.
RESPONSE TO COMMENT 26
The Registration Statement has been revised as requested. The revisions can
be found on page 46 of the Proxy Statement/Prospectus.
COMMENT 27
On page 70 of the Proxy Statement/Prospectus, in the last sentence before
"Independent Registered Public Accounting Firm ("Auditor")" it states, "[i]t is
qualified in its entirety by reference to the charter documents themselves."
Please delete this sentence or revise to refer investors elsewhere in the Proxy
Statement/Prospectus for more complete or additional information instead of the
qualification.
Division of Investment Management
May 8, 2018
Page 10
RESPONSE TO COMMENT 27
The Registration Statement has been revised as requested. The revisions can
be found on page 72 of the Proxy Statement/Prospectus.
COMMENT 28
On page 75 of the Proxy Statement/Prospectus, under "Share Ownership of FHY
and FSD" please provide an "as of" date with respect to the information shown in
the table.
RESPONSE TO COMMENT 28
The Registration Statement has been revised as requested. The revisions can
be found on page 77 of the Proxy Statement/Prospectus.
COMMENT 29
On page 76 of the Proxy Statement/Prospectus, in the last sentence on the
page, please indicate the percentage of FSD shares owned by the Trustees and
executive officers.
RESPONSE TO COMMENT 29
The Registration Statement has been revised as requested. The revisions can
be found on page 78 of the Proxy Statement/Prospectus.
COMMENT 30
On page 78 of the Proxy Statement/Prospectus, in the first sentence of the
second paragraph under "Shareholder Proposals" immediately after "as amended,"
it says, "must have been received at the offices ... " Please revise the
disclosure to read "must be" as this date is in the future.
RESPONSE TO COMMENT 30
The Registration Statement has been revised as requested. The revisions can
be found on page 80 of the Proxy Statement/Prospectus.
COMMENT 31
On page C-1 of Part C, in "Item 15: Indemnification" please include the
undertaking required by Rule 484 under the Securities Act.
Division of Investment Management
May 8, 2018
Page 11
RESPONSE TO COMMENT 31
The Registration Statement has been revised as requested.
COMMENT 32
On page C-2 of Part C, the Funds may need new Auditor Consents as the
consents are generally only valid for 30 days.
RESPONSE TO COMMENT 32
The Funds will provide new Auditor Consents prior to effectiveness of the
Registration Statement.
COMMENT 33
On page C-3 of Part C, in "Item 17: Undertakings," please include an
undertaking to file the tax opinion delivered at closing via a post-effective
amendment to the Registration Statement.
RESPONSE TO COMMENT 33
The tax opinion delivered at closing will be filed via post-effective
amendment to the Registration Statement.
Division of Investment Management
May 8, 2018
Page 12
ACCOUNTING AND FINANCIAL COMMENTS
COMMENT 1
On page ii of the "Important Notice to Shareholders of First Trust
Strategic High Income Fund II - Questions and Answers" section of the forepart
of the Registration Statement, please add a cross reference in the answer to the
question "Will shareholders of the Funds have to pay any fees or expenses in
connection with the Merger?" to the more detailed disclosure regarding payment
by shareholders of fees and expenses in connection with the Merger contained in
the Prospectus.
RESPONSE TO COMMENT 1
The Registration Statement has been revised as requested.
COMMENT 2
On page iv of the "Important Notice to Shareholders of First Trust
Strategic High Income Fund II - Questions and Answers" section of the forepart
of the Registration Statement, please add a cross reference in the answer to the
question "Will the value of my investment change as a result of the approval of
the proposed Merger?" to the more detailed disclosure regarding direct costs,
expenses of deleveraging and repositioning to be borne in connection with the
Merger contained in the Prospectus.
RESPONSE TO COMMENT 2
The Registration Statement has been revised as requested.
COMMENT 3
On page 3 of the "Introduction" section of the Prospectus, please add a
cross reference in the penultimate paragraph discussion regarding the allocation
of expenses between the shareholders of the respective Funds, in particular the
deleveraging expenses, to the more detailed disclosure regarding the allocation
of these expenses in connection with the Merger contained in the Pro Forma
Financial Statements - Statement of Operations relating to the combination of
the Funds included in Appendix III to the Prospectus, and the footnotes thereto
and the Notes to the Pro Forma Financial Statements included therein.
RESPONSE TO COMMENT 3
The Registration Statement has been revised as requested.
Division of Investment Management
May 8, 2018
Page 13
COMMENT 4
On page 6 of the "Introduction - A. Synopsis - Board Considerations
Relating to the Proposed Merger" section of the Prospectus, under the bullet
point header entitled "Expenses of the Merger," please add a cross-reference to
to the more detailed discussion regarding expenses to be incurred in connection
with the Merger contained in the Prospectus under the heading "C. Information
About the Merger - Terms of the Merger."
RESPONSE TO COMMENT 4
The Registration Statement has been revised as requested.
COMMENT 5
On page 41 of the Prospectus under the heading "Introduction - C.
Information About the Merger - Terms of the Merger," please provide disclosure
regarding the significance of the approximate $672,000 aggregate realized net
loss to the NAV of FHY as well as what the per FHY share amount of the
approximate $373,135 in direct, Merger-related expenses equals that is expected
to be borne by FHY shareholders.
RESPONSE TO COMMENT 5
The information regarding the aggregate realized loss has been updated as
of April 30, 2018 and the Registration Statement has been revised as requested.
The revisions can be found on pages 43 and 44 of the Proxy Statement/Prospectus.
COMMENT 6
On page 45, in the Capitalization table, please fix the typo under the
heading Pro Forma Adjustments for the line item titled "Net unrealized
appreciation (depreciation) of investments" from $671,222 to $671,722.
RESPONSE TO COMMENT 6
The Registration Statement has been revised as requested. The revisions
can be found on page 47 of the Proxy Statement/Prospectus.
Division of Investment Management
May 8, 2018
Page 14
COMMENT 7
In Appendix III - Pro Forma Schedule of Investments and Financial
Statements, please bring forward footnote 1 to the Portfolio of Investments so
that the disclosure provided by the footnote will be more prominent at the
outset of a review of the Portfolio of Investments.
RESPONSE TO COMMENT 7
The Registration Statement has been revised as requested.
Please call me at (312) 845-2978 or Bill Hermann at (312) 845-3895 if you
have additional comments or wish to discuss any of the foregoing responses.
Thank you.
Very truly yours,
CHAPMAN AND CUTLER LLP
By: /s/ Jonathan A. Koff
------------------------
Jonathan A. Koff
cc: Chris Fallow
Don Swade
W. Scott Jardine
Kristi Maher
Amy Lum