SecProbe.io

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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

 May 29,
2025

 VIA EDGAR CORRESPONDENCE

 Brian Szilagyi
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 SOX Review of First Trust Senior Floating Rate Income Fund II
 (File
No. 811-21539)

Dear Mr. Szilagyi:

 This letter responds
to comments provided by the staff of the Securities and Exchange Commission (the "Staff" ) on April 29, 2025 via telephone,
pursuant to Section 408 of the Sarbanes-Oxley Act of 2002, regarding First Trust Senior Floating Rate Income Fund II (the "Fund" ).
Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Fund's Annual Report for the
fiscal year ended May 31, 2024 (the "Annual Report" ) as filed on Form N-CSR with the Staff on August 8, 2024.

 Comment
1

 The Staff notes that
Item C.7 of the Fund's Form N-CEN indicates that the Fund did not enter into any unfunded commitment agreements under Rule 18f-4(e);
however, the Staff noted that Form N-CSR indicates certain investments in unfunded commitment agreements. Please discuss in correspondence
why box C.7.n.v. was left unchecked and whether the Fund complies with Rule 18f-4(e) with respect to unfunded commitments.

 Response
to Comment 1

 The Fund confirms
that it did enter into unfunded commitment agreements during the applicable reporting period under Rule 18f-4(e) and that the box for
C.7.n.v. should have been checked on the Fund's applicable Form N-CEN filing. The box was left unchecked due to an oversight in
the Form N-CEN process, which has now been addressed for the Fund and other applicable First Trust Funds. The Fund will provide an accurate
response in future Form N-CEN filings with regard to its holdings of unfunded commitment agreements in Item C.7.n.v, as applicable. The
Fund was not in compliance with Rule 18f-4(e) during the applicable reporting period, however, the Fund confirms it now complies with
Rule 18f-4(e) with respect to unfunded commitment agreements.

 ******* *

 Please call me at
(312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.

 Sincerely yours,

 Chapman and Cutler
 LLP

 By:
 /s/ Morrison C. Warren

 Morrison C. Warren

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        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

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                            First Trust Series Funds
                          First Trust Closed End Funds
                       First Trust Exchange-Traded Funds
                                 March 17, 2017

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

      Re: Filings for First Trust Series Funds with 10/31/16 Year Ends, First
          Trust Closed End Funds with 12/31/15, 5/31/16, 10/31/16 and 11/30/16
          Year Ends and First Trust Exchange-Traded Funds with 9/30/16 and
          10/31/16 Year Ends

Ladies/Gentlemen:

      On February 10, 2017, First Trust Advisors L.P. ("FTA") received oral
comments from Mr. David Manion of the Division of Investment Management Office
of Disclosure and Review of the Securities and Exchange Commission (the
"Commission") with respect to the Commission's review of the Trust filings
listed above. In connection with the Commission's comments, we hereby provide
the following responses:

      1. The Commission noted that certain sectors in the Portfolio of
Investments ("POI") of the October 31, 2016 shareholder report for First Trust
AQA(R) Equity Fund ("AQA") and First Trust SSI Strategic Convertible Securities
ETF ("FCVT") were in excess of 25%. The Commission asked FTA to consider
enhancing the prospectus disclosure regarding sector concentration for funds
with significant sector exposure.
      Although FTA does not believe it is required, FTA will consider additional
sector concentration disclosure in the prospectus for funds expected to be
highly concentrated in specific sectors.

      2. The Commission recommended enhancing the Management Discussion of Fund
Performance ("MDFP") for First Trust/Aberdeen Global Opportunity Income Fund
("FAM") to discuss the impact of derivatives on performance.
      FTA will consider the Commission's recommendation to enhance the MDFP in
future shareholder reports as it relates to the impact of derivatives on
performance.

      3. The Commission noted that in the December 31, 2015, shareholder report
for First Trust/Aberdeen Emerging Opportunity Fund ("FEO") the MDFP referenced
Jeronimo Martins as a Polish company, however, in the POI Jeronimo Martins was
listed as a Portuguese company.
      Jeronimo Martins is incorporated in Portugal, which is why it is listed as
such in the POI. However, Jeronimo Martins has significant business operations
in Poland, so in the context of the MDFP, the reference to Poland is accurate.

<PAGE>

      4. The Commission noted that the portfolio turnover rate increased
significantly in First Trust Indxx Global Natural Resources Income ETF ("FTRI")
and First Trust Indxx Global Agriculture ETF ("FTAG") within the Financial
Highlights of the September 30, 2016, shareholder report. The Commission
recommended that going forward any significant change in portfolio turnover
and/or impact to performance be discussed in the MDFP.
      FTA will footnote the reason for the change in the portfolio turnover rate
on the Financial Highlights page going forward for the referenced funds and will
consider discussing a significant change in the portfolio turnover rate in
future MDFPs.

      5. The Commission noted that the Class I performance of AQA was lower than
the Class A performance of AQA as listed in the October 31, 2016 Financial
Highlights, but that the expense ratio of Class A was higher than Class I.
      During the year, a subscription was incorrectly booked to Class A of AQA
that should have been booked to Class I. When the trade was cancelled, Class A
realized a gain resulting in the Class A performance exceeding the performance
of Class I. There was a loss to Class I when the subscription trade was
corrected, but that loss was reimbursed to that class by the sub-advisor.

      6. The Commission questioned why there was a "Due to investment advisor"
balance on the Statement of Assets and Liabilities in the October 31, 2016, AQA
shareholder report since the Statement of Operations included a line item for
fees waived and expenses reimbursed by the investment advisor.
      AQA's first year of operation was 2016. Therefore, AQA used estimates to
accrue for certain expense accounts assuming a certain asset level and FTA
reimbursed AQA in reliance on those estimates. Due to the smaller size of AQA,
actual expenses were lower than the estimates. AQA had been over accrued for
certain expense accounts meaning that FTA reimbursed more expenses than
necessary throughout the fiscal year. When the over accrual was discovered, a
payable for the over accrual was set up to reimburse FTA.

      7. The Commission inquired whether or not the acquisition of the
Brookfield Investment Management Inc. ("Brookfield") team responsible for the
portfolio management of the First Trust Mortgage Income Fund ("FMY") also
impacted First Trust Strategic High Income Fund II ("FHY").
      The acquisition of the Brookfield team responsible for portfolio
management of FMY by Schroeder Investment Management North America Inc. did not
impact the portfolio management of FHY, as the FMY portfolio management team
managed mortgage backed and government securities. FHY's portfolio is a high
yield portfolio managed by a different Brookfield portfolio management team.

      8. The Commission suggested that both receivables and payables be listed
separately when a fund holds when issued and delayed delivery securities.
      If a fund holds when issued and/or delayed delivery securities, FTA will
consider disclosing when issued and/or delayed delivery balances separately on
the Statement of Assets and Liabilities.

<PAGE>

      9. The Commission noted that in the First Trust Exchange Traded Fund II
shareholder report as of September 30, 2016, "Foreign capital gains tax" was
included with expenses on the Statement of Operations. The Commission referenced
Accounting Standards Codification ("ASC") 946-225-45-4 for presentation of this
line item.
      Going forward FTA will present "Foreign capital gains tax" in the realized
gain/loss section of the Statement of Operations.

      10. The Commission noted that there was no discussion of the accounting
treatment for organization and offering costs in the October 31, 2016, AQA
shareholder report.
      The AQA organizational and offering costs were paid by FTA, therefore, no
discussion of these costs was included in the shareholder report.

      11. The Commission noted that in the May 31, 2016, First Trust Senior
Floating Rate Income Fund II ("FCT") shareholder report, the Level 3 sensitivity
analysis was not included, per ASC 820. This ASC requires disclosure of the
quantitative and qualitative inputs used to determine why securities are listed
as Level 3.
      The Level 3 sensitivity analysis is not applicable to the Level 3 senior
loan valuations in FCT as a third-party pricing service provided the prices for
these Level 3 senior loans. Per Accounting Standards Update 2011-04, a reporting
entity is not required to create quantitative information to comply with this
disclosure requirement if quantitative unobservable inputs are not developed by
the reporting entity when measuring fair value (for example, when a reporting
entity uses prices from prior transactions or third-party pricing information
without adjustment).

      12. The Commission indicated that the First Trust Dynamic Europe Equity
Income Fund ("FDEU") Form N-CSR filed March 7, 2016, reflected dates of February
xx, 2016 on the signature page of the form.
      FTA amended the FDEU Form N-CSR filing on March 10, 2017 to correct
typographical errors relating to the dates on the signature page.

      13. The Commission suggested FTA present additional expense ratios and
other supplemental data in the footnotes to the Financial Highlights section of
the shareholder report as described in the instructions to Form N-2, Item
4.1(i).
      FTA includes the required ratios, as well as additional expense ratios and
other supplemental data in a table within the Financial Highlights rather than
in a footnote as FTA feels this presentation is clearer for the reader.

      14. The Commission noted that First Trust Short Duration High Income Fund
("SDHI") had a line item in its October 31, 2016, Statement of Operations for
"Other income." The Commission inquired as to what "Other income" consisted of
and suggested disclosing those components and how they are accounted for in the
Significant Accounting Policies footnote.
      The "Other income" in SDHI consisted of various fees associated with term
loans and represented 0.15% of total income. Going forward, if "Other income"
becomes more material in SDHI, or any other fund, FTA will add disclosure
regarding its components and its accounting treatment.

<PAGE>

      15. The Commission inquired if inverse floating rate securities held by
FMY in the October 31, 2016 shareholder report were purchased in the "open
market." If not purchased in the "open market," the Commission noted that
inverse floating rate securities should be considered financing transactions per
ASC 860.
      The inverse floating rate securities held by FMY were purchased through a
broker on the open market.

      16. The Commission noted that FMY terminated the reverse repurchase
agreements positions in FMY. The Commission inquired why restricted cash was
pledged as collateral for reverse repurchase agreements as shown in the October
31, 2016, FMY shareholder report if no reverse repurchase agreements were held
by FMY.
      The restricted cash pledged as collateral at the counterparty for the
reverse repurchase agreements had not been returned to FMY's custodian as of
October 31, 2016. The restricted cash pledged as collateral for reverse
repurchase agreements was returned to FMY's custodian by the counterparty on
December 2, 2016.

      17. The Commission questioned if the investments sold short within First
Trust High Income Long/Short Fund ("FSD") October 31, 2016, shareholder report
should be classified as financing activities instead of operating activities,
which would mean a change in the disclosure in the Statement of Cash Flows, as
well as triggering other financing disclosures.
      For FSD, FTA makes a distinction between "pure" borrowings, which are
disclosed as financing activities and investments sold short, which are utilized
as part of the fund's investment strategy and are disclosed with the fund's
Portfolio of Investments. Consistent with this view, FTA includes investments
sold short under operating activities in the statement of cash flows. This
presentation is also consistent with other industry participants that have
long/short funds within their complex.

      Should you have any questions, or if we have incorrectly characterized the
Commission's comments, please do not hesitate to contact the undersigned
directly at (630) 517-7665.

                           Sincerely,

                           FIRST TRUST SERIES FUNDS
                           FIRST TRUST CLOSED END FUNDS
                           FIRST TRUST EXCHANGE-TRADED FUNDS

                           By /S/ JAMES M. DYKAS
                           -----------------------------------------
                           James M. Dykas
                           President and Chief Executive Officer

<PAGE>

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                          First Trust Closed-End Funds
                            First Trust Series Fund

                                 July 21, 2014

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

      Re:  First Trust Closed-End Funds and First Trust Series Fund -
                                  2013 Filings

Ladies/Gentlemen:

      On June 19, 2014, First Trust Advisors L.P. ("FTA") received oral comments
from Ms. Laura Hatch of the Division of Investment Management Office of
Disclosure and Review of the Securities and Exchange Commission (the
"Commission") with respect to the Commission's review of the Trust filings
listed above. In connection with the Commission's comments, we hereby provide
the following responses:

      1. The Commission noted that when reviewing the filings for November 30,
2013, the NSAR-B filing for First Trust Dividend and Income Fund ("FAV") was
missing exhibit 77b, Auditors Report on Internal Control.

            The NSAR-B filing referenced above has now been corrected to include
      the missing exhibit.

      2. The Commission questioned why the First Trust Senior Floating Rate
Income Fund II ("FCT") post-effective amendment to the Fund's Form N-2 filing,
as filed with the Commission on August 22, 2013, had a different expense ratio
in the expense table (1.79%) vs. the expense ratio in the annual report
Financial Highlights statement for May 31, 2013 (1.85%).

            The referenced Form N-2 filing was for the registration of up to
      10,134,100 common shares of FCT. The 1.85% expense ratio, as reported in
      the May 31, 2013 Financial Highlights statement, was FCT's actual expense
      ratio for the fiscal year ended May 31, 2013. The 1.79% expense ratio in
      the expense table of the post-effective amendment to the Fund's Form N-2
      filing was an estimate based on FCT's net assets and capital structure as
      of May 31, 2013 (i.e. a point in time) and is not based on the average net
      assets and capital structure of the Fund for its most recent fiscal year
      (i.e. a period of time). In the post-effective amendment to the Fund's
      Form N-2 filing, the 1.79% expense ratio was disclosed because it was a
      better representation of FCT's ongoing expenses and the disclosure
      specified that it was based on the Fund's current net assets and capital
      structure. Additionally, for the year ended May 31, 2014, FCT's expense
      ratio was 1.80%, which was closer to the 1.79% estimated expense ratio.

      3. The Commission noted that according to Regulation S-X Rule 6-04
Paragraph 15 related to the liability section of the Statement of Assets and
Liabilities, a commitments and contingent liabilities line item needs to be
disclosed. The Commission also noted First Trust Short Duration High Income

<PAGE>

Fund's ("SDHI") and FAV's 2013 fiscal year end annual report notes to the
Portfolio of Investments ("POI") and Notes to Financial Statements disclosed
unfunded delayed draw loan commitments, but had no line items for commitments
and contingencies in the liability section of the Statement of Assets and
Liabilities. The Commission stated that even though these funds didn't have a
liability balance for commitments and contingencies a zero balance line item
should be included in the Statement of Assets and Liabilities with a reference
to the footnote in the Notes to Financial Statements.

            Although going forward FTA agrees to include the footnoted
      commitments and contingencies line item with a zero balance in the
      liability section of the Statement of Assets and Liabilities when a fund
      has unfunded delayed draw loan commitments, it is not clear to us from the
      rule that a footnoted zero line item is required. Typically we do not show
      financial statement line items that have zero balances.

      4. The Commission requested an explanation for the $804,609 negative
franchise tax expense in First Trust Energy Income and Growth Fund's ("FEN's")
November 30, 2013, Statement of Operations.

            The $804,609 negative franchise tax expense is the result of a
      refund of prior paid Connecticut franchise taxes.

      5. The Commission noted that both FCT, First Trust Strategic High Income
Fund II ("FHY") and SDHI each held a Payment-In-Kind ("PIK") security in their
fiscal year end 2013 POI and disclosed that the issuer has the option to pay
interest in cash or in PIK. The Commission noted that going forward, to the
extent the security has paid interest, the Fund should disclose whether the
payment was in cash or PIK and if PIK the amount of PIK interest received.

            Going forward FTA agrees to disclose in the POI footnote the method
      of interest payment for PIK securities where the issuer has multiple
      interest payment options and the amount of PIK interest received.

      6. The Commission noted that FAV, First Trust Enhanced Equity Income Fund
("FFA"), First Trust High Income Long/Short Fund ("FSD") and First Trust
Preferred Securities and Income Fund ("PSAI") hold derivatives and per FASB
815-10-50-4A an entity that holds derivative instruments shall disclose for
every annual and interim reporting period for which a statement of financial
position and statement of financial performance are presented:

      a.    The location and fair value amounts of derivative instruments
            reported in the statement of financial position.

      b.    The location and amount of the gains and losses on derivative
            instruments reported in any of the following:

            1.    The statement of financial performance.

            2.    The statement of financial position

The Commission noted that the referenced funds appropriately disclose in the
Notes to Financial Statements the locations of the derivative amounts, but
should also include the amounts within the footnote disclosure and, if there are
multiple derivative holdings, should present the disclosure in a tabular format.

            Going forward FTA agrees to provide the required derivative
      information in the Notes to Financial statements in a tabular format.

<PAGE>

      7. The Commission requested an explanation of what is included in Other
Income in SDHI's fiscal year end October 31, 2013 Statement of Operations.

            The $92,654 Other Income is primarily from delayed compensation and
      amendment fees. Delayed compensation is typically received when a senior
      floating-rate loan interest that is purchased by the Fund settles beyond
      it normal trade date plus seven settlement cycle. In these cases the Fund
      is being compensated for the delay in settlement that is beyond its
      control. Amendment fees are received for agreeing to amend various terms
      on certain senior floating-rate loan interests held by the Fund.
      Amendments are a way for the issuers to modify terms without having to
      refinance the entire loan issuance.

      8. The Commission noted that for all funds, the Form N-1A expense example
calculations, including any contractual waivers, should start from the date of
the Form N-1A and not the fiscal year end date of the applicable fund.

            Going forward FTA agrees that the Form N-1A expense example
      calculations, including any contractual waivers, will start from the date
      of the Form N-1A.

      9. The Commission noted that in the February 28, 2014 Form N-1A filing for
PSAI the fee table for Class I Shares incorrectly stated the fee waivers and
expense reimbursements as 0.00%, when it should have been 0.08%.

            FTA notes the typographical error, which has been corrected in
      subsequent filings.

      In addition, we acknowledge that:

      1.    The Funds are responsible for the adequacy and accuracy of the
            disclosure in all filings with the Commission;

      2.    Staff comments or changes to disclosure in response to staff
            comments in such filings reviewed by the staff do not foreclose the
            Commission from taking any action with respect to such filings; and

      3.    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.

      Should you have any questions, or if we have incorrectly characterized the
Commission's comments, please do not hesitate to contact the undersigned
directly at (630) 517-7665.

                                                Sincerely,

                                                FIRST TRUST CLOSED-END FUNDS
                                                FIRST TRUST SERIES FUND

                                                By /s/ James M. Dykas
                                                   --------------------------
                                                   James M. Dykas
                                                   Chief Financial Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

<PAGE>

                                   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

<PAGE>

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
</TEXT>
</DOCUMENT>