CHAPMAN AND CUTLER LLP 111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
January 8, 2015
VIA EDGAR CORRESPONDENCE
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Karen Rossotto
Christine Fettig
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: First Trust Exchange-Traded Fund (the "Trust")
File Nos. 811-21775 and 333-125751
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Dear Mss. Rossotto and Fettig:
This letter responds to your comments regarding the registration statement
filed on Form N-1A for First Trust Exchange-Traded Fund (the "Trust") with the
Securities and Exchange Commission (the "Commission") on January 7, 2015 (the
"Registration Statement"). The Registration Statement relates to the First Trust
Total US Market AlphaDEX ETF (the "Fund"), a series of the Trust. Capitalized
terms used herein, but not otherwise defined, have the meanings ascribed to them
in the Registration Statement.
COMMENT 1 - FINANCIAL STATEMENTS
Considering that the financial statements that are incorporated by
reference are dated December 31, 2013, and Regulation S-X, 17 CFR 210.3-18(b)
requires the filing of an additional balance sheet or statement of assets and
liabilities as of an interim date within 245 days of the date of filing,
incorporate by reference the unaudited financial statements included in the
Fund's Semi-Annual Report for the fiscal period ended June 30, 2014.
RESPONSE TO COMMENT 1
In accordance with this comment, the unaudited financial statements
included in the Fund's Semi-Annual Report for the fiscal period ended June 30,
2014 have been incorporated by reference to the Registration Statement.
Karen Rossotto
January 8, 2015
Page 2
COMMENT 2 - FINANCIAL HIGHLIGHTS
In the Financial Highlights section of the prospectus, include the stub
period for the six months ended June 30, 2014.
RESPONSE TO COMMENT 2
In accordance with this comment, the stub period for the six months ended
June 30, 2014 has been included in the Financial Highlights section of the
prospectus.
COMMENT 3 - SERIES AND CLASS IDENTIFIERS
Change the series and class identifiers to reference the Fund on EDGAR
when filing an amendment to the Registration Statement.
RESPONSE TO COMMENT 3
The changes to the series and class identifiers have been made on the
EDGAR system.
COMMENT 4 - FEES AND EXPENSES OF THE FUND
In the current effective registration statement for the Fund, the Other
Expenses line item was 1.59%, while the Other Expenses line item in the
Registration Statement was 1.09%. If the Fund's expenses have been restated,
provide a footnote with the appropriate disclosure regarding such restatement.
RESPONSE TO COMMENT 4
The disclosure in the prospectus has been revised in accordance with this
comment.
COMMENT 5 - ANNUAL TOTAL RETURN
The Fund's annual total return provided in the Registration Statement is
dated December 31, 2013. Form N-1A, Item 4, requires a bar chart and table to
illustrate the annual calendar year returns of the Fund and considering that the
most recent calendar year is December 31, 2014, provide the Fund's annual total
return dated December 31, 2014 in the Registration Statement.
Karen Rossotto
January 8, 2015
Page 3
RESPONSE TO COMMENT 5
The Fund made the decision to provide the annual total return dated
December 31, 2013 because the Fund's fiscal year end is December 31, 2014 and
due to the relatively short time period that has lapsed since that the Fund's
fiscal year end, the audit of the Fund's financial statements is not yet
complete.
* * *
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