CHAPMAN AND CUTLEr LLP 111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
January 25, 2012
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 AlphaDEX(R) Fund II
(File Nos. 333-171759, 811-22519)
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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 AlphaDEX(R) Fund II (the
"Trust") with the Securities and Exchange Commission (the "Commission") on
January 11, 2012. First Trust Germany AlphaDEX(R) Fund, First Trust Canada
AlphaDEX(R) Fund, First Trust Australia AlphaDEX(R) Fund, First Trust United
Kingdom AlphaDEX(R) Fund, First Trust Taiwan AlphaDEX(R) Fund, First Trust Hong
Kong AlphaDEX(R) Fund and First Trust Switzerland AlphaDEX(R) Fund (each, a
"Fund," and collectively, the "Funds") are a series of the Trust. Your comments
were transmitted to us via telephone conference on December 21, 2011 and January
24, 2012.
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 these Funds.
COMMENT 1
For the Investment Objective in the summary prospectus of each Fund,
consider changing "seeks investment results that correspond generally to the
price and yield" to "seeks investment results that correspond closely to the
price and yield."
RESPONSE TO COMMENT 1
Because the investment objective for each Fund is a policy that is
approved by the Board of Trustees (the "Board"), First Trust Advisors L.P.
("First Trust") believes that this change would require that the Board convene
in a meeting to approve this change. Furthermore, as disclosed in the prospectus
the Trust's exemptive relief requires that the Funds maintain 0.95 correlation
with their underlying indices and that 90% of each Fund's assets are invested in
the component securities of each underlying index. Therefore, whether the term
"generally" or "closely" is used, the Funds will maintain the 0.95 correlation.
COMMENT 2
Please revise the cover of the prospectus to 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
If the Funds' principal investment strategy is to invest in smaller
capitalization companies, please include the appropriate risk factor in the
summary sections.
RESPONSE TO COMMENT 3
The prospectus has been revised in accordance with this comment.
COMMENT 4
The "Risk of Cash Transactions" under "Additional Risks of Investing in
the Fund" appears to apply to all the Funds in the prospectus. Please specify
which Funds will feature cash transactions and appropriately revise the risk
language.
RESPONSE TO COMMENT 4
The First Trust Taiwan AlphaDEX(R) Fund will feature cash transactions and
the risk factors in that Fund's summary information has been revised to reflect
that it will participate in cash transactions to a certain degree.
COMMENT 5
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 January 31, 2013.
RESPONSE TO COMMENT 5
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