CHAPMAN AND CUTLER LLP 111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
April 9, 2014
VIA EDGAR CORRESPONDENCE
Ms. Karen Rossotto
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: PRE 14A: First Trust Dividend and Income Fund First
Trust Enhanced Equity Income Fund
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Dear Ms. Rossotto:
First Trust Dividend and Income Fund and First Trust Enhanced Equity
Income Fund (each, a "Fund" and collectively, the "Funds") filed a Preliminary
Proxy Statement (the "Proxy Statement") with the Securities and Exchange
Commission (the "Commission") on March 24, 2014. This letter responds to
comments with respect to the Proxy Statement that you provided in a telephone
conversation with the undersigned on April 3, 2014. For your convenience, the
substance of those comments has been restated below. The Funds' response to each
comment is set out immediately under the restated comment. As discussed, this
response is being submitted with the DEF 14A.
COMMENT 1
On page 7 of the Proxy Statement, the second paragraph under the heading
"The Interim Sub-Advisory Agreements" includes the following statement: "If
shareholders of a Fund do not approve the Fund's New Sub-Advisory Agreement, the
Board will take such action as it deems to be in the best interests of the
Fund." If there are currently any alternatives in mind, please identify them.
RESPONSE 1
Currently, there are no alternatives that have been specifically
considered by the Board. Therefore, no related disclosure has been added to the
Proxy Statement.
COMMENT 2
In the carryover paragraph that begins at the bottom of page 7 of the
Proxy Statement under the heading "Comparison of Certain Terms of the New
Sub-Advisory Agreements and Prior Sub-Advisory Agreements," please highlight any
differences to the extent not already done.
RESPONSE 2
Disclosure regarding the differences in effective and termination dates
has been added to the referenced paragraph.
COMMENT 3
If accurate, please add disclosure to the effect that there will be no
changes in fees as a result of the New Sub-Advisory Agreements.
RESPONSE 3
A statement that the New Sub-Advisory Agreements will not result in
changes to the Funds' investment sub-advisory fees or other fees has been added
to the discussion under the sub-heading "Fees" set forth under the heading
"Comparison of Certain Terms of the New Sub-Advisory Agreements and Prior
Sub-Advisory Agreements."
COMMENT 4
Please identify the Funds' principal underwriter(s), if any.
RESPONSE 4
The Funds do not have any principal underwriters. Therefore, no related
disclosure has been added to the Proxy Statement.
TANDY ACKNOWLEDGEMENT
In connection with the Funds' Proxy Statement, the Funds acknowledge that:
o the Funds are 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 Funds 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.
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Thank you for your attention to this Proxy Statement and please call me at
(312) 845-3446 if you would like to discuss any of the above responses.
Very truly yours,
CHAPMAN AND CUTLER LLP
By: /s/ Suzanne M. Russell
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Suzanne M. Russell
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