First Trust Active Dividend Income Fund
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
April 8, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: First Trust Active Dividend Income Fund
(Registration Nos. 333-161666 and 811-22080)
Ladies and Gentlemen:
The undersigned, First Trust Active Dividend Income Fund, Registrant,
pursuant to the provisions of Rule 461 of the General Rules and Conditions of
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, hereby respectfully requests that the Commission grant acceleration of
the effectiveness of Post-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 filed on March 11, 2010, so that the same may
become effective at 3:00 p.m., Eastern Time on April 9, 2010, or as soon
thereafter as practicable.
The Registrant hereby acknowledges that:
o should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;
o the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Registrant from its full responsibility for the
adequacy and accuracy of the disclosure in the filings; and
o the Registrant may not assert this action as defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Very truly yours,
First Trust Active Dividend Income Fund
By: /s/ W. Scott Jardine
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W. Scott Jardine