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 Enhanced Equity Income Fund
(File No. 811-21586)

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 Enhanced Equity Income Fund (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 December 31, 2024 (the "Annual Report" ) as filed on Form N-CSR with the Staff on March 10, 2025.

 Comment
1

 Please discuss in
correspondence how the Fund meets the diversification requirements given individual investments representing more than 5% of total assets
are greater than 25% of the total assets.

 Response
to Comment 1

 The Fund notes that
while certain individual investments representing more than 5% of the Fund's total assets accounted for, in the aggregate, greater
than 25% of the Fund's total assets as of December 31, 2024, this was due to changes in the values of the Fund's investments
subsequent to the Fund's last acquisition of any security or other property. At the time of such acquisition, the Fund confirms
that it met the diversification requirements of Section 5 of the Investment Company Act of 1940.

 Comment
2

 Instruction 1 to Item
13(a)(1) of Form N-CSR requires the information to be provided as of the date of filing of the report and disclosure of the date as of
which the information is provided. The information has not been provided as of the date required. Please update this in future filings.
In addition, the valuation date was omitted from Item 13(a)(4) of Form N-CSR. Please update this in future filings.

 Response
to Comment 2

 The Fund confirms
that the referenced information will be updated in future filings.

 ******* *

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

 Very truly yours,

 Chapman and Cutler llp

 By:
 /s/ Morrison C. Warren

 Morrison C. Warren

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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 6, 2022

VIA EDGAR CORRESPONDENCE

Ms. Yoon Y. Choo

U.S. Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

100 F Street, N.E.

Washington, DC 20549

    Re:
    PRE 14A: First Trust Enhanced Equity Income Fund

Dear Ms. Choo:

On April 8, 2022, First Trust Enhanced Equity
Income Fund (the “Fund”) filed a preliminary proxy statement (the “Proxy Statement”) and related
materials (together with the Proxy Statement, “Preliminary Proxy Materials”) with the Securities and Exchange Commission.
The Proxy Statement includes a proposal for the Fund’s shareholders to approve a new investment sub-advisory agreement among the
Fund, First Trust Advisors L.P., as investment advisor, and Chartwell Investment Partners, LLC (“Chartwell”), as investment
sub-advisor. This letter responds to comments that you provided to the undersigned on April 14, 2022 as well as an additional follow-up
comment that you provided on April 25, 2022. For your convenience, the substance of the comments provided has been restated below. The
Fund’s response to each comment is set out immediately under the restated comment. Undefined capitalized terms have the meanings
given to them in the Preliminary Proxy Materials.

Comment
1

In the Notice of Special
Meeting of Shareholders, in the box below the signature block, please indicate that shareholders may vote in person. Please make the same
revision to the box at the end of the Proxy Statement.

Response
1

The disclosure has been
revised as requested in each box.

Comment
2

In the Proposal, in the
last sentence of the fourth paragraph under the heading “Background and Reason for Meeting,” if accurate, please replace “unless”
with “until.”

Response
2

The disclosure has been
revised as requested.

Comment
3

In the Proposal, under
the heading “Additional Information,” if Chartwell advises/sub-advises any other fund with an investment objective similar
to that of the Fund, please add the disclosure required by Item 22(c)(10) of Schedule 14A.

Response
3

Chartwell has confirmed
that Item 22(c)(10) of Schedule 14A does not apply to the Proxy Statement.

Comment
4

In the Proposal, under
the heading “Comparison of Certain Terms of the New Sub-Advisory Agreement and Current Sub-Advisory Agreement,” please delete
“brief” from the first sentence.

Response
4

The disclosure has been
revised as requested.

    -2-

Comment
5

With respect to the “Related
Agreement” described in the Proposal, please state whether such agreement will continue in accordance with its terms after the Closing.
In addition, if the incentive fee payments to Raymond James & Associates, Inc. (“RJ&A”) will continue after
the Closing, please explain supplementally how the arrangement complies with the requirements of Section 15(f)(2)(B).

Response
5

After the Closing, in
accordance with the terms of its 2004 agreement with RJ&A (the “RJ&A Agreement”), which was one of the principal
underwriters1 in the initial public offering of the Fund’s common shares, the Advisor will continue to make “incentive
fee payments” (“Payments”) to RJ&A. As disclosed in the Fund’s prospectus dated August 26, 2004 (the
“Prospectus”), the Advisor agreed to make Payments to RJ&A, as well as to certain other underwriters, subject
to specified limits.2 The Related Agreement between the Advisor and Chartwell, which, as described in the Proposal, has been
in effect since September 14, 2007 (the date on which Chartwell began acting as investment sub-advisor to the Fund) and under which Chartwell
is obligated to reimburse the Advisor for a portion of the Payments, will also continue in accordance with its terms after the Closing
and a statement to this effect has been added to the Proxy Statement.3

RJ&A is a wholly-owned
subsidiary of Raymond James Financial, Inc. (“Raymond James”). As noted in the Proposal, after the Closing, Chartwell
will become a wholly-owned subsidiary of Carillon Tower Advisers, Inc., which is a wholly-owned subsidiary of Raymond James.4
As a result, RJ&A and Chartwell will be “affiliated persons” of each other5 and RJ&A will be an “interested
person”6 of Chartwell. Section 15(f) of the 1940 Act is a non-exclusive safe harbor that permits an investment adviser
to receive a benefit in connection with the sale of its business that results in the assignment of its advisory contract with a registered
investment company if, among other things, no “unfair burden” is imposed on the company. Under Section 15(f)(2)(B), certain
arrangements involving compensation paid to interested persons of an investment adviser could constitute an “unfair burden,”
thereby precluding reliance on Section 15(f). As discussed below, however, Section 15(f)(2)(B)(i) provides an exclusion for “bona
fide ordinary compensation as principal underwriter” and the Fund believes that the Payments qualify for this exclusion.

________________

    1
    See Section 2(a)(29) of the 1940 Act.

    2
    As disclosed in the Prospectus, the Advisor (and not the Fund) agreed to pay RJ&A a quarterly incentive fee at an annual rate of up to 0.10% of the Fund’s average weekly total assets attributable to common shares sold in the offering by RJ&A, such fees to be payable during the continuance of the Fund’s investment management agreement with the Advisor.  The total amount of the quarterly incentive fees payable to RJ&A was limited to 0.16373% of the total price to the public of the common shares sold in the offering.  Further, as stated at the beginning of the Prospectus, the Payments to RJ&A, together with certain other compensation to underwriters and any reimbursement to First Trust Portfolios L.P. for distribution services, was limited to 4.5% of the total price to the public of the common shares of the Fund sold in the offering.

    3
    As described in the Prospectus, initially, the Advisor entered into a similar agreement with Fiduciary Asset Management, LLC, the Fund’s prior sub-advisor.

    4
    As discussed in the Proposal, Chartwell’s anticipated change in control will result from a larger transaction in which Raymond James, a publicly traded diversified financial services company with various subsidiaries, is expected to acquire TriState, a publicly traded diversified financial services firm that also has subsidiaries, including Chartwell.

    5
    See Section 2(a)(3)(C) of the 1940 Act.

    6
    See Section 2(a)(19)(B)(i) of the 1940 Act.

    -3-

Section 15(f) was added
to the 1940 Act in 1975 to clarify that investment advisory businesses may be sold at a profit under conditions designed to protect fund
shareholders.7 The relevant legislative history, as well as a prior report of the Securities and Exchange Commission (“SEC”),8
provide some insight as to the types of potential harms to be avoided. The 1966 Report noted, for example, that a buyer of an advisory
business might agree to cause a fund to direct its brokerage to a seller as a way to pay the purchase price.9 Further, in
describing the term “unfair burden,” the legislative history referred to transactions that might involve arrangements entitling
an interested person of an investment adviser to receive brokerage commissions for executing a fund’s portfolio transactions.10
Consistent with the goal of permitting sales of advisory businesses to the extent the funds being advised were not unfairly burdened
as a result of the transaction, Section 15(f) included an exclusion from the meaning of “unfair burden” for bona fide ordinary
compensation as principal underwriter to a fund.11

To rely on Section 15(f),
two requirements must be met. First, Section 15(f)(1)(A) requires that for three years after the applicable sale transaction, at least
75% of the members of the registered investment company’s board must not be interested persons of either the adviser or the predecessor
adviser. Second, Section 15(f)(1)(B) requires that no “unfair burden” may be imposed on the company as a result of the transaction
or any express or implied terms, conditions, or understandings applicable thereto. Section 15(f)(2)(B) defines an unfair burden to
include “any arrangement, during the two-year period after the date on which [the transaction] occurs, whereby the investment adviser
. . . or predecessor or successor investment advisers . . . or any interested person of any such adviser . . . receives or is entitled
to receive any compensation directly or indirectly (i) from any person in connection with the purchase or sale of securities or other
property to, from, or on behalf of such company, other than bona fide ordinary compensation as principal underwriter for such company,
or (ii) from such company or its security holders for other than bona fide investment advisory or other services.” (emphasis
added)

________________

    7
    See S. Rep. No. 75, 94th Cong., 1st Sess. 71, 140 (1975) (“S. Rep. No. 94-75”).  The Second Circuit’s decision in Rosenfeld v. Black, 445 F.2d 1337 (2d Cir. 1971) had created uncertainty regarding the circumstances under which an investment adviser could sell its advisory business for a profit.

    8
    Report of the Securities and Exchange Commission on the Public Policy Implications of Investment Company Growth, H.R. Rep. No. 2337, 89th Cong., 2d Sess. (1966) (the “1966 Report”).

    9
    See 1966 Report at 150, 152-53.

    10
    See S. Rep. No. 94-75 at 141.  See also Hearing on H.R. 10570 Before the Subcomm. on Commerce and Finance of the House Comm. on Interstate and Foreign Commerce, 93d Cong., 2d Sess. 39 (1974); Hearings on S. 470 Before the Subcomm. on Securities of the Senate Comm. on Banking, Housing and Urban Affairs, 93d Cong., 1st Sess. 240, 243, 246 (1973).

    11
    See S. Rep. No. 94-75 at 140-142.

    -4-

The
Fund has considered that Section 15(f)(1)(B) requires that no “unfair burden” be imposed on a registered investment company
as a result of the applicable transaction or any express or implied terms, conditions or understandings applicable thereto. Although
Chartwell and RJ&A will become affiliates as a result of the Transaction, since the RJ&A Agreement has been in effect since 2004,
the Advisor’s obligations to make Payments thereunder are clearly independent of the Transaction (as are Chartwell’s obligations
to reimburse the Advisor under the Related Agreement). The Fund notes that in Meyer v. Oppenheimer Management Corp., in considering
whether the adoption of a 12b-1 plan constituted an unfair burden in conjunction with the sale of an interest in an investment adviser,
the Second Circuit focused on the phrase “a result of” and the timing of the adoption of the 12b-1 plan.12 The
court concluded that since the fund’s board adopted the 12b-1 plan to address a risk that brokers would withdraw from the fund
before becoming aware of the potential sale, the sale was irrelevant so far as approval of the 12b-1 plan was concerned. Accordingly,
the adoption of the 12b-1 plan “was thus in no way ‘a result of’” the sale and therefore not an unfair burden.13
Similarly, the Fund believes that the fact that the RJ&A Agreement has been in effect for nearly 18 years should preclude a
conclusion that an unfair burden attributable to the Payments will be imposed on the Fund as a result of the Transaction (or any express
or implied terms, conditions or understandings applicable thereto).

Further,
with respect to Section 15(f)(2)(B), the Fund believes that the Payments are “bona fide ordinary compensation as principal underwriter”
for purposes of the Section 15(f)(2)(B)(i) exclusion. In this regard, the Payments are “underwriting compensation” for purposes
of the corporate financing compensation limitations set forth in both Rule 5110 of the current rules of the Financial Industry Regulatory
Authority, Inc. (“FINRA”) and Rule 2710 of the retired conduct rules of the National Association of Securities Dealers,
Inc. (“NASD”).14 Under FINRA Rule 5110(j)(22), “underwriting compensation” is broadly defined
to mean any “payment, right, interest, or benefit received or to be received by a participating member from any source for underwriting,
allocation, distribution, advisory and other investment banking services in connection with a public offering.” Further, paragraph
.01 of the Supplementary Material to FINRA Rule 5110 includes various examples of payments or benefits that are considered underwriting
compensation, including sales incentive items.15 In addition, NASD Conduct Rule 2710 required, and FINRA Rule 5110 currently
requires, that underwriting compensation be disclosed in a prospectus or other offering document.16 As stated above, the details
of the relevant underwriting compensation, including the Payments, as well as applicable limits based on the total price to the public
of common shares sold in the offering, were disclosed in the Prospectus. To further support its conclusion that the Payments are “bona
fide ordinary compensation,” the Fund notes that in the early 2000s, arrangements similar to the RJ&A Agreement were utilized
to compensate underwriters in connection with the launches of other closed-end funds.17 Moreover, the Fund believes that its
position is consistent with a 2006 no-action letter in which the SEC staff stated its view that certain types of payments, including
front-end and deferred sales charges from investors, distribution and shareholder servicing payments made pursuant to 12b-1 plans, and
revenue sharing payments from the relevant funds’ investment advisers (collectively, “distribution compensation”),
constituted “ordinary compensation as principal underwriter” for purposes of Section 15(f)(2)(B)(i).18 The analysis
set forth in the incoming letter was similar in certain respects to that of the Fund. More specifically, in support of the position that
the distribution compensation met the requirements of Section 15(f)(2)(B)(i), the incoming letter noted that, as applicable, the distribution
compensation was treated as underwriting compensation for purposes of relevant NASD Conduct Rules and registration forms and that it
was commonly used in the industry.

Based
on the above, the Fund does not believe that the continuation of Payments in accordance with the RJ&A Agreement after the Closing
will cause an unfair burden to be imposed on the Fund.

________________

    12
    See Meyer v. Oppenheimer Mgmt. Corp., 707 F. Supp. 1394 (S.D.N.Y. 1988), aff’d, 895 F.2d 861 (2d Cir. 1990).

    13
    Meyer, 895 F.2d at 866.

    14
    FINRA Rule 5110 replaced NASD Rule 2710 in 2008.  Each, in general terms, would prohibit “underwriting compensation” that is unfair or unreasonable.

    15
    NASD Conduct Rule 2710(c)(2)(B) stated that, for purposes of determining the amount of underwriting compensation, all “items of value received or to be received from any source by the underwriter and related persons which are deemed to be in connection with or related to the distribution of the public offering” were included.  For this purpose, under NASD Conduct Rule 2710(c)(3)(A), “items of value” included, among other things, special sales incentive items.

    16
    See paragraph .05 of the Supplementary Material to Rule 5110 and NASD Conduct Rule 2710(c)(2)(C).  See also Item 5.3 of Form N-2, which requires that a prospectus “state the amount of the sales load, if any, as a percentage of the public offering price, and concisely describe the commissions to be allowed or paid to (i) underwriters, including all other items that would be deemed by FINRA to constitute underwriting compensation for purposes of FINRA’s rules regarding securities offerings, underwriting and compensation . . . .”

    17
    See, e.g., the Rule 497 filings for the following closed-end funds: Old Mutual/Claymore Long-Short Fund (Registration No. 333-121150;

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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

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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
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