Chapman and Cutler LLP 111 West Monroe Street
Chicago, Illinois 60603
April 14, 2020
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 8669
American Recovery Portfolio Series
(the "Trust")
CIK No. 1799234 File No. 333-237311
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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
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1. THE STAFF NOTES THAT THE SECOND SENTENCE IN THE SECTION ENTITLED
"OBJECTIVE" STATES THAT "[U]NDER NORMAL CIRCUMSTANCES, THE TRUST WILL INVEST AT
LEAST 80% OF ITS ASSETS IN U.S. COMPANIES." PLEASE DISCLOSE THE SPECIFIC
CRITERIA THAT WILL BE USED TO DETERMINE WHICH COMPANIES QUALIFY AS "U.S.
COMPANIES."
Response: In accordance with this comment, that sentence has been replaced
with the following disclosure:
Under normal circumstances, the Trust will invest at least 80% of its
assets in companies headquartered or incorporated in the United States.
2. THE STAFF NOTES THAT THE STATED GOAL WITH THE PORTFOLIO IS TO "CHOOSE
WELL-CAPITALIZED COMPANIES WITH STRONG MARKET POSITIONS." THE STAFF FURTHER
NOTES THAT THE TERM "RECOVERY" IN THE FUND NAME WOULD ALSO APPEAR TO SUGGEST AN
EMPHASIS ON AMERICAN COMPANIES RECOVERING FROM A MACRO EVENT OR A COMPANY
SPECIFIC EVENT. PLEASE REVISE THE STRATEGY DISCLOSURE AS APPROPRIATE TO DISCLOSE
ANY SUCH CRITERIA USED IN THE SELECTION OF THE FUND'S INVESTMENTS.
Response: In accordance with this comment, additional disclosure has been
added to clarify that the goal is to choose companies that the Sponsor believes
have the potential to lead the economic recovery once the COVID-19 pandemic is
behind us. Additional disclosure has also been added to the section entitled
"Portfolio Selection Process" describing how the securities are selected for the
Trust.
Risk Factors
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3. THE STAFF NOTES THAT THE RISK DISCLOSURE INCLUDES A STATEMENT REGARDING
THE COVID-19 IMPACT AND ASKS THE TRUST TO PLEASE CONSIDER WHETHER THE TRUST'S
RISK DISCLOSURES, INCLUDING CURRENT ECONOMIC CONDITIONS, SHOULD BE UPDATED IN
LIGHT CURRENT MARKET EVENTS AND CONDITIONS RESULTING FROM THE PANDEMIC. IF THE
REGISTRANT BELIEVES THAT NO UPDATED DISCLOSURE IS WARRANTED, PLEASE EXPLAIN
SUPPLEMENTALLY WHY NOT.
Response: The current disclosure regarding the COVID-19 impact in the
"Current Economic Conditions" risk has been replaced with the following:
Local, regional or global events such as war, acts of terrorism, spread of
infectious diseases or other public health issues, recessions, or other
events could have a significant negative impact on the Trust and its
investments. Such events may affect certain geographic regions, countries,
sectors and industries more significantly than others. Such events could
adversely affect the prices and liquidity of the Trust's portfolio
securities and could result in disruptions in the trading markets. Any
such circumstances could have a materially negative impact on the value of
the Trust's Units and result in increased market volatility. The recent
outbreak of a respiratory disease designated as COVID-19 was first
detected in China in December 2019. The global economic impact of the
COVID-19 outbreak is impossible to predict but is expected to disrupt
manufacturing, supply chains and sales in affected areas and negatively
impact global economic growth prospects. The COVID-19 outbreak has also
caused significant volatility and declines in global financial markets,
which have caused losses for investors. The impact of the COVID-19
outbreak may be short term or may last for an extended period of time, and
in either case could result in a substantial economic downturn or
recession.
4. PLEASE INCLUDE A RISK FACTOR FOR LARGE CAPITALIZATION COMPANIES OR
EXPLAIN SUPPLEMENTALLY WHY IT IS NOT RELEVANT.
Response: "Large Capitalization Companies" risk has been added to the
prospectus.
5. THE STAFF NOTES THAT THE DISCLOSURE FOR HEALTH CARE MENTIONS THE
AMERICAN HEALTH CARE ACT OF 2017. PLEASE CLARIFY SUPPLEMENTALLY YOUR BELIEF THAT
THIS PROPOSED LEGISLATION IS STILL MATERIAL NOTWITHSTANDING THE FAILURE OF THE
COMPANION SENATE BILL IN JULY OF 2017, OR DELETE THE REFERENCE.
Response: The reference to the American Health Care Act of 2017 has been
deleted and the "Health Care" risk has been updated with more current
disclosure.
Registration Statement
______________________
6. PLEASE INCLUDE A HYPERLINK TO EACH EXHIBIT AND OTHER INFORMATION
INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT, IF PUBLICLY AVAILABLE
ON EDGAR. SEE FAST ACT MODERNIZATION AND SIMPLIFICATION OF REGULATION S-K,
RELEASE NO. 33-10618 (MAR. 20, 2019).
Response: The Registration Statement for the Trust has been updated in
accordance with this comment.
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
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Daniel J. Fallon