CHAPMAN AND CUTLER LLP 111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
May 4, 2011
VIA EDGAR CORRESPONDENCE
Houghton Hallock
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: First Trust Exchange-Traded Fund II
(File Nos. 333-143964, 811-21944)
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Dear Mr. Hallock:
This letter responds to your comments regarding the registration statement
filed on Form N-1A for First Trust Exchange-Traded Fund II (the "Trust") with
the Securities and Exchange Commission (the "Commission") on March 25, 2011. The
First Trust NASDAQ Global Auto Index Fund, (the "Fund") is a series of the
Trust. Your comments were transmitted to us via telephone conference on May 2
and 4, 2011.
This letter serves to respond to your comments. Please also note that to
the extent that your previous comments to recently filed registration statements
for the First Trust family of exchange-traded funds applied, we have made the
corresponding changes to the prospectus and statement of additional information
of this Fund.
COMMENT 1
Please provide an undertaking that the Fund will not be paying any 12b-1
fees without providing prior notice to the Commission.
RESPONSE TO COMMENT 1
The Trust, on behalf of the Fund, has committed to provide the staff of
the Commission with notice prior to initiating the payment by the Fund of any
Rule 12b-1 fees.
COMMENT 2
Please revise the first sentence on the cover of the prospectus to include
the words "is an exchange-traded index fund organized as a separate series"
replacing "is a series" and the remainder of the sentence after "company." In
the second paragraph on the cover, delete "on a continuous basis" and "issued
and redeemed."
RESPONSE TO COMMENT 2
The cover has been revised in accordance with this comment.
COMMENT 3
On page 1 of the prospectus, under "Example," replace "in the secondary
market" with "on NASDAQ(R)."
RESPONSE TO COMMENT 3
The prospectus has been revised in accordance with this comment.
COMMENT 4
On page 1 of the prospectus, under "Principal Investment Strategies" and
under "Investment Strategies," add "plus the amount of any borrowings for
investment purposes" after "net assets."
RESPONSE TO COMMENT 4
The prospectus has been revised in accordance with this comment.
COMMENT 5
On page 1 of the prospectus, under "Principal Investment Strategies,"
please indicate that Standard & Poor's calculates and maintains the Index.
RESPONSE TO COMMENT 5
The prospectus has been revised in accordance with this comment.
COMMENT 6
On page 1 of the prospectus, under "Principal Investment Strategies,"
please indicate how many countries are represented in the Index and whether the
United States is included.
RESPONSE TO COMMENT 6
The prospectus has been revised in accordance with this comment.
COMMENT 7
On page 1 of the prospectus, under "Principal Risks," delete everything in
the second sentence of "Replication Management Risk" after "fluctuations."
Revise the "Automative Industry Risk" to eliminate the reference to "small"
companies.
RESPONSE TO COMMENT 7
The prospectus has been revised in accordance with this comment.
COMMENT 8
Under "Additional Risks of Investing in the Fund," delete the Passive
Investment Risk and Concentration Risk.
RESPONSE TO COMMENT 8
The prospectus has been revised in accordance with this comment.
COMMENT 9
Under "Index Information," the securities in the Index are excluded from
trading on U.S. exchanges. The Commission has defined the term "global" to
include the United States. Please confirm whether the Index will have securities
from United States companies.
RESPONSE TO COMMENT 9
The Index has U.S. securities and the prospectus has been revised in
accordance with this comment.
COMMENT 10
Under "Index Information," there is a reference to "Automobile
Manufacturer." Please provide the meaning for that term.
RESPONSE TO COMMENT 10
The prospectus has been revised in response to this comment.
COMMENT 11
In the fee table, please insert a footnote stating that the Fund has
adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not
pay 12b-1 fees at any time before May 6, 2012.
RESPONSE TO COMMENT 11
The prospectus has been revised in response to this comment.
***
TANDY ACKNOWLEDGMENT
In connection with the Trust's registration statement, the Trust
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 Trust from its full responsibility for the adequacy and
accuracy for the disclosure in the filing; and
o the Trust may not assert this action 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) 845-3484 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
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Morrison C. Warren