SecProbe.io

CORRESP
1
filename1.htm

        111 West Monroe Street

        Chicago, Illinois 60603-4080

        T 312.845.3000

        F 312.701.2361

        www.chapman.com

October 9, 2020

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Filings for First Trust Funds listed in Exhibit A attached hereto

Ladies and Gentlemen:

This letter responds
to comments, provided by Ken Ellington and Christina DiAngelo Fettig of the staff of the Securities and Exchange Commission (the
“Staff”) via telephone on July 7, 2020, regarding the Funds listed in Exhibit A attached hereto (collectively
the “Funds” and each a “Fund”). Capitalized terms used herein, but not otherwise defined, have the meanings
ascribed to them in the Funds’ Annual Reports.

Comment 1 – General

The Staff noted
that the Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund (“MFD”), First Trust Specialty
Finance and Financial Opportunities Fund (“FGB”), First Trust Intermediate Duration Preferred & Income Fund (“FPF”)
and First Trust Energy Infrastructure Fund (“FIF”) have been identified in their Annual Reports or Registration Statements
as non-diversified. However, it appears that these Funds have been operating as diversified. If a Fund has been operating as diversified
for more than three years, please confirm that the Fund will receive shareholder approval prior to changing its status back to
a non-diversified fund.

Response to Comment 1

If a Fund has been
operating as diversified for more than three years, the Fund confirms that it will receive shareholder approval prior to changing
its status back to a non-diversified.

Comment 2 – Financial Statements

The Staff noted
that for FGB, FPF, FIF, First Trust Senior Floating Rate Income Fund II (“FCT”), First Trust Senior Floating Rate 2022
Target Term Fund (“FIV”) and First Trust High Income Long/Short Fund (“FSD”) the accrual for audit and
tax fees were greater than the expense for the year. Please explain in correspondence why the accrual is greater than the expense
for the year and confirm that all audit fees are currently paid.

Response to Comment 2

Tax fees included
in audit and tax fees presented in the reports to shareholders are not billed to the funds until after tax returns are filed. As
a result, liability balances are greater than expense because they include both current and prior year accruals for tax fees.

Comment 3 – Financial Statements

The Staff noted
that FGB invests primarily in business development companies (“BDCs”) and asked the Fund to disclose separately any
distributions of realized gains by other investment companies per Rule 6-07.7(b) of Regulation S-X in future filings. Please also
consider adding disclosure that BDCs generate acquired fund fees and expenses that are not included in the financial highlights
expense ratios.

Response to Comment 3

First Trust will
disclose separately any distributions of realized gains by other investment companies per Rule 6-07.7(b) of Regulation S-X in future
filings. In addition, First Trust will consider adding disclosure in the financial highlights that BDCs generate acquired fund
fees and expenses that are not included in the financial highlights expense ratios.

Comment 4 – Portfolio
Holdings

For any Funds that
have significant investments in derivatives, please explain how the derivative holdings are depicted in the graphical representation
of holdings chart required by Form N-2, Item 24. Please state whether or not derivatives are included in the chart and if so, how
they are reflected.

Response to Comment 4

Currently, derivative
holdings are not depicted in the graphical representation of holdings chart as required by Form N-2, Item 24. Going forward, First
Trust will include derivative holdings in the holdings chart as required by Form N-2, Item 24.

Comment 5 – Portfolio
Holdings

The Staff noted
that FPF holds a significant amount of securities that are indicated as fixed-to-floating or fixed-to-variable rate security and/or
perpetual maturity securities. Please consider the guidance in the February 20, 2018 AICPA Investment Companies Expert Panel meeting
minutes to provide additional clarity about these investments, such as the date the fixed rate will change to floating and/or the
terms of the floating rate.

Response to Comment 5

Fixed-to-floating
and fixed-to-variable rate securities are footnoted. The footnote includes a sentence stating that the interest rate shown reflects
the fixed rate in effect at the reporting period date. This presentation is in line with how First Trust has seen these types of
securities presented within the industry. When the fixed rate period expires, the securities will be footnoted as floating rate
securities and the appropriate floating or variable rate disclosures will be added.

Comment 6 – Notes to
Financial Statements

The Staff noted
that the Registration Statement for FIF states that the Fund may directly invest up to 25% of its total assets in master limited
partnerships (“MLPs”) traded as publicly traded partnerships. Please consider disclosing this 25% limitation in the
Notes to Financial Statements.

Response to Comment 6

Going forward, First
Trust will disclose the 25% limitation in the Notes to Financial Statements.

Comment
7 – Portfolio Commentary

For any Funds with
return of capital distributions, specifically FGB and the First Trust Energy Income and Growth Fund (“FEN”), please
change any references to “dividends” with “distributions” in the Portfolio Commentary section of the Annual
Report.

Response to Comment 7

For any Funds with
return of capital distributions, references to “dividends” will be replaced with “distributions” in the
Portfolio Commentary section in future filings.

Comment 8 – General

The Staff noted
that some of the Funds received reimbursements from their Sub-Advisors for trade errors for each of the past three years. While
the disclosures appear to be appropriate, please provide in correspondence more details about the trade errors and what procedures,
if any, have been implemented to ensure similar errors don’t occur in the future.

Response to Comment 8

The trade errors
referenced in the Staff’s comment relate to three Funds: First Trust Energy Income and Growth Fund (“FEN”), First
Trust New Opportunities MLP & Energy Fund (“FPL”) and First Trust MLP and Energy Income Fund (“FEI”).
These trade errors resulted from a variety of system and human errors. As a part of the trade error review and correction approval
process, First Trust discussed these trade errors with Energy Income Partners, LLC (“EIP”), the Funds’ Sub-Advisor.
These discussions included ways to prevent such trade errors from occurring in the future, such as EIP hiring additional personnel
to assist in reviewing trade entry, service provider system upgrades, manual checks and additional levels of trade review in certain
instances. As documented in the Funds’ Annual Reports, EIP reimbursed the Funds for trade errors resulting in a loss to the
Funds.

Comment 9 – Portfolio
Holdings

For any Funds that
have swap contracts, please disclose the frequency of payments and any upfront payments or receipts per Rule 12-13C of Regulation
S-X. Additionally, for any Funds that invest in options, please disclose the counterparty if the options are not exchange traded
per Rule 12-13 of Regulation S-X.

Response to Comment 9

For any Funds that
have swap contracts, the frequency of payments and any upfront payments or receipts will be disclosed in future filings. Additionally,
for any Funds that invest in options that are not exchange traded, the counterparty will be disclosed in future filings.

Comment 10 – Form N-CSR

The Staff noted
that certain of the Funds provided the information required by Form N-CSR, Item 8(a)(1) as of the fiscal year and asks the Funds
in future filings to please provide the information as of the date of the filing of the report as opposed to the fiscal year end
as the other sub-items of Item 8 require.

Response to Comment 10

In future filings,
the Funds will provide the information required by Form N-CSR, Item 8(a)(1) as of the date of the filing of the report as opposed
to the fiscal year end.

Comment 11 – Form N-CSR

The Staff noted
that the Item 7 disclosure on FIV’s Form N-CSR discloses that the proxy voting policies are attached therewith, but were
not attached. Please include this information in future filings.

Response to Comment 11

The Fund confirms
that this information will be included in future filings, if applicable.

Comment 12 – Form N-CEN

The Staff noted
that for the majority of Funds that had interest expenses and taxes, the expense ratio reported in Form N-CEN, Item D.9 is incorrect
because it doesn’t include interest and/or taxes. Please explain how this will be corrected.

Response to Comment 12

On 12/30/19, First Trust inquired with the SEC
on the expense ratio calculation for Form N-CEN, Item D.9. The SEC response at that time was “The expectation is that filers
will report the net operating expense that appears in the shareholder report.  Please follow the same policies and procedures
that you use to prepare the report.” First Trust interpreted net operating expenses as excluding the interest expenses and
taxes.

Going forward, First
Trust will include interest expenses and taxes in the calculation.

Comment 13 – Form N-CEN

The Staff noted
that FGB invests primarily in BDCs and asked to the Fund to please check Form N-CEN, Item C.3.e indicating that it is a fund of
funds in future filings.

Response to Comment 13

The Fund confirms
that it will check Form N-CEN, Item C.3.e indicating that it is a fund of funds in future filings, if applicable.

Comment 14 – Form N-CEN

The Staff noted
that FSD’s Form N-CEN, Item B.13.a.i indicated that a claim was filed under the directors and officers/errors and omissions
insurance. If this is true, please provide supplemental information about the nature of the claim in correspondence.

Response to Comment 14

The response to
FSD’s Form N-CEN, Item B.13.a.i was answered incorrectly. An actual claim was not filed, but rather a notice of a potential
claim was provided to the insurer because of concern over the possibility of potential litigation. Dolphin Limited Partnership
I, L.P. (“Dolphin”), a shareholder of FSD, sent the Fund’s Board of Trustees two letters and issued two press
releases in the fall of 2019 urging the FSD to restructure or liquidate.  FSD sent responsive letters to Dolphin. This follows
a shareholder proposal from Dolphin in 2018 that the Securities and Exchange Commission permitted FSD to omit from the proxy statement
for FSD’s 2019 Annual Shareholder Meeting.  Notice was given to the directors and officers/errors and omissions insurer
because of the concern over the possibility of litigation following the Dolphin 2019 letters and press releases.

Comment 15 – Financial
Statements

The Staff noted
that some of the European funds, specifically the First Trust Switzerland AlphaDEX® Fund (“FSZ”) and First Trust
STOXX® European Select Dividend Index Fund (“FDD”), had reclaims receivable which appear to be significant. Please
explain in correspondence which country/countries these receivables relate to and how the Funds monitor the collectability of those
receivables. Please also explain whether the Funds considered any disclosures specific to these reclaims in the Notes to Financial
Statements.

Response to Comment 15

All
of the FSZ and a majority of the FDD reclaim receivable is related to the treaty reclaim situation in Switzerland impacting the
entire industry. Switzerland has focused on the residency of the underlying investors. First Trust has engaged an outside proxy
company to assist in providing the necessary information. Our global custodian has confirmed that all claim requests have been
submitted and remain viable. Since the reclaim receivable balances are valid, First Trust has not considered adding disclosure
specific to these reclaims in the Notes to Financial Statements.

Comment 16 – Financial
Statements

The Staff noted
that the First Trust Emerging Markets AlphaDEX® Fund (“FEM”) had a miscellaneous receivable and asked the Fund
to please explain in correspondence how long has this amount been receivable, whether it has been settled yet and the nature of
the receivable. The Staff also noted that the First Trust Emerging Markets Small Cap AlphaDEX® Fund (“FEMS”) had
other liabilities which appear to be significant and asked the Fund to please explain in correspondence the nature of those other
liabilities.

Response to Comment 16

FEM has a $211,776
receivable balance for the anticipated refund from the March 31, 2019 India tax return. The receivable has been on the books since
approximately August 2019.  The appropriate filings were submitted to the Indian Government by the filing deadline. No timeline
has been provided of when this refund will be repaid to the fund.

FEMS other liability
balance as of December 31, 2019 represents the cash component received by custody on December 31, 2019 for a subscription with
a trade date of December 30, 2019. The in-kind trades associated with this subscription settled after the fund’s fiscal year
end while the cash component of the subscription was received as of fiscal year end. Typically, the capstock, in-kind trades, and
cash component are settled on the same day offsetting one another. In this case, the cash component settled before the in-kind
trades, resulting in a cash exception between accounting and custody. To match custody, an entry was recorded to settle the cash
component to cash with the offset to miscellaneous payable. Subsequent to fiscal year end, the miscellaneous payable balance was
cleared once the capstock and in-kind trades settled.

Comment 17 – Form N-CEN

Please explain why
many of the Funds did not answer Form N-CEN, Item C.20.b and Item C.20.c.

Response to Comment 17

When Funds answered
“No” for Item C.20.a, Funds did not answer Item C.20.b or Item C.20.c. Going forward, the Funds will provide a “No”
answer for Item C.20.b and Item C.20.c.

Comment 18 – General

Please consider
the response given to Comment 19 from a previous Staff review filed in a Correspondence letter dated December 20, 2019 and copied
here for reference:

The Commission
suggested enhancing our explanation of the tax services that comprise the tax fees disclosed in Form N-CSR Item 4. First Trust
agrees to enhance the description of the nature of the tax services included in the Form N-CSR Item 4 disclosure.

Response to Comment 18

Going forward, First
Trust will enhance the description of the nature of the tax services included in the Form N-CEN Item 4 disclosure.

Comment 19 – General

If the Funds intend
to rely on the optional internet availability of investment company shareholder reports, please supplementally describe why the
Funds did not appear to include the disclosures required by Form N-1A, Item 27(d)(7) in the most recent Annual Reports.

Response to Comment 19

First Trust does
not intend to rely on Rule 30e-3 at this time.

Comment 20 – Portfolio
Holdings

The Staff noted
that the First Trust Chindia ETF (“FNI”) appears to hold significant investments in securities of issuers located outside
of the U.S. In future filings, in addition to the categorization by security type and sector, any other significant concentration
of credit risk should be reported as required by paragraphs 20 through 21 of FASB ASC 825-10-50. For example, an international
fund that categorizes investments by industry should also report a summary of its investments by geographic region if such concentration
is significant. See AICPA, Audit and Accounting Guide: Investment Companies § 7.28 (2019).

Response to Comment 20

The Fund confirms
that it will include a summary of its investments by geographic region if such concentr