CORRESP 1 filename1.txt CHAPMAN AND CUTLER LLP 111 WEST MONROE STREET CHICAGO, ILLINOIS 60603 October 19, 2010 Via EDGAR Correspondence ------------------------ Mr. Houghton Hallock Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Proxy Statements Relating to each of the Exchange-Traded Funds and Closed-End Funds advised by First Trust Advisors L.P, and listed on Exhibit A Dear Mr. Hallock: We discussed your oral comments and questions via telephonic conferences between September 30, 2010 and October 4, 2010 regarding the Preliminary Proxy Statements filed by each of the exchange-traded funds and closed-end funds advised by First Trust Advisors L.P., the ("Advisor") listed on Exhibit A (collectively, the "Funds") on September 23, 2010 and September 24, 2010 (collectively, the "Proxy Statements"). Undefined terms have the meanings ascribed to such terms in the Proxy Statements. As discussed, this letter is intended to summarize your principal question relating to each of the Proxy Statements. As described in each of the Proxy Statements, the Advisor is an Illinois limited partnership formed in 1991 and an investment advisor registered with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940. The Advisor has one limited partner, Grace Partners of DuPage L.P. ("Grace Partners"), and one general partner, The Charger Corporation. Grace Partners is a limited partnership with one general partner, also The Charger Corporation, and a number of limited partners. The Charger Corporation is an Illinois corporation that was previously controlled by members of the Robert Donald Van Kampen family. On October 12, 2010, members of the Robert Donald Van Kampen family sold 100% of the common stock of The Charger Corporation to James A. Bowen, the President of the Advisor (the "Transaction") for $3,000,000. You have requested that we confirm the nature of the change in the equity ownership of the Advisor as a result of the Transaction. We confirm that, as a result of Transaction, 100% of the general partnership interest of the Advisor, 100% of the general partnership interest of Grace Partners (the sole limited partner of the Advisor) and a less than 1% limited partnership interest of Grace Partners was purchased by Mr. Bowen due to his 100% purchase of The Charger Corporation. The limited partnership interest in the Advisor (owned by Grace Partners) did not change as a result of the Transaction. Tandy Acknowledgement In connection with the Funds' Proxy Statements, each Fund acknowledges that: o the Fund is responsible for the adequacy and accuracy of the disclosure in the filing; o staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and o the Fund may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please call me at (312) 845-3273 if you have any further questions regarding these matters. Very truly yours, Chapman and Cutler LLP By: /s/ Walter L. Draney ---------------------------------- Walter L. Draney EXHIBIT A FIRST TRUST CLOSED-END FUNDS TICKER SYMBOL ---------------------------- ------------- Macquarie/First Trust Global Infrastructure/ Utilities Dividend & Income Fund MFD First Trust/Four Corners Senior Floating Rate Income Fund II FCT Energy Income and Growth Fund FEN First Trust Enhanced Equity Income Fund FFA First Trust/Aberdeen Global Opportunity Income Fund FAM First Trust/FIDAC Mortgage Income Fund FMY First Trust Strategic High Income Fund FHI First Trust Strategic High Income Fund II FHY First Trust/Aberdeen Emerging Opportunity Fund FEO First Trust Strategic High Income Fund III FHO First Trust Specialty Finance and Financial Opportunities Fund FGB First Trust Active Dividend Income Fund FAV FIRST TRUST EXCHANGE-TRADED FUND -------------------------------- First Trust Strategic Value Index Fund FDV First Trust Dow Jones Internet Index(SM) Fund FDN First Trust Dow Jones Select MicroCap Index(SM) Fund FDM First Trust ISE Chindia Index Fund FNI First Trust ISE-Revere Natural Gas Index Fund FCG First Trust ISE Water Index Fund FIW First Trust Morningstar Dividend Leaders(SM) Index Fund FDL First Trust NASDAQ-100 Equal Weighted Index(SM) Fund QQEW First Trust NASDAQ-100 Ex-Technology Sector Index(SM) Fund QQXT First Trust NASDAQ-100-Technology Sector Index(SM) Fund QTEC First Trust NASDAQ(R) ABA Community Bank Index Fund QABA First Trust NASDAQ(R) Clean Edge(R) Green Energy Index Fund QCLN First Trust NYSE Arca Biotechnology Index Fund FBT First Trust S&P REIT Index Fund FRI First Trust US IPO Index Fund FPX First Trust Value Line(R) 100 Exchange-Traded Fund FVL First Trust Value Line(R) Dividend Index Fund FVD First Trust Value Line(R) Equity Allocation Index Fund FVI FIRST TRUST EXCHANGE-TRADED FUND II ----------------------------------- First Trust BICK Index Fund BICK First Trust Dow Jones Global Select Dividend Index Fund FGD First Trust STOXX(R) European Select Dividend Index Fund FDD First Trust FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund FFR First Trust ISE Global Copper Index Fund CU First Trust ISE Global Engineering and Construction Index Fund FLM First Trust ISE Global Platinum Index Fund PLTM First Trust ISE Global Wind Energy Index Fund FAN First Trust NASDAQ(R) Clean Edge(R) Smart Grid Infrastructure Index Fund GRID FIRST TRUST EXCHANGE-TRADED ALPHADEX(R) FUND ----------------------------------------- First Trust Consumer Discretionary AlphaDEX(R) Fund FXD First Trust Consumer Staples AlphaDEX(R) Fund FXG First Trust Energy AlphaDEX(R) Fund FXN First Trust Financials AlphaDEX(R) Fund FXO First Trust Health Care AlphaDEX(R) Fund FXH First Trust Industrials/Producer Durables AlphaDEX(R) Fund FXR First Trust Materials AlphaDEX(R) Fund FXZ First Trust Technology AlphaDEX(R) Fund FXL First Trust Utilities AlphaDEX(R) Fund FXU First Trust Large Cap Core AlphaDEX(R) Fund FEX First Trust Mid Cap Core AlphaDEX(R) Fund FNX First Trust Small Cap Core AlphaDEX(R) Fund FYX First Trust Large Cap Value Opportunities AlphaDEX(R) Fund FTA First Trust Large Cap Growth Opportunities AlphaDEX(R) Fund FTC First Trust Multi Cap Value AlphaDEX(R) Fund FAB First Trust Multi Cap Growth AlphaDEX(R) Fund FAD