SEC Division of Investment Management staff letter: Energy Income and Growth Fund and First Trust Active Dividend Income Fund

Chapman and Cutler LLP
Attorneys at Law . Focused on Finance"
July 23,2010
Division of Investment Management
United States Securities and Exchange Commission 100 F Street, N.E.
Washington, DC 20549
Attn: Ms. Nadya B. Roytblat
Re: First Trust Funds and Rule 486(b)
Dear Ms. Roytblat
On behalf of Energy Income and Growth Fund ("FEN") and First Trust Active Dividend Income Fund ("FA V" and together with FEN, the "Funds" and each, a "Fund") we seek assurance that the Staff of the Division of Investment Management (the "Staff) wil not recommend enforcement action against the Funds to the Securities and Exchange Commission (the "Commission") under Section 5 or Section 6(a) of the Securities Act of 1933, as amended (the "Securities Act") if the Funds utilize Rule 486(b) of the Securities Act, under the circumstances set forth in this letter. Background FEN and FA V are each a closed-end management investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"). First Trust Advisors L.P. serves as the investment adviser to the Funds, and each Fund has a fiscal year ending November 30. Energy Income Partners, LLC serves as the sub-adviser to FEN and Aviance Capital Management, LLC serves as the sub-adviser to FA V and each sub-adviser is primarily responsible for the day-to-day supervision and investment strategy of the respective Fund. Each Fund's common shares are registered under Section 12(b) of the Securities Exchange Act of
1934. FEN has been listed and traded on the NYSE Amex since the Fund's inception and FAV
has been listed and traded on the New York Stock Exchange since the Fund's inception. Each Fund has filed and had declared effective by the Commission a shelf registration statement on Form N-2, pursuant to which it has issued shares of common stock in accordance with Rule 415(a)(1)(x) of the Securities Act, consistent with the positions of the Commission articulated in the Pilgrim America Prime Rate Trust and Nuveen Virginia Premium Income Municipal Fund No-Action Letters. The Commission initially declared effective FEN's Form N￾2 shelf registration statement (File Nos. 333-154254; 811-21549) on May 8, 2009 and FA V's Form N-2 shelf registration statement (File Nos. 333-161666; 811-22080) on November 9, 2009. The post-effective registration statement process of the Commission required both FEN and FA V to subsequently fie a post-effective amendment to its respective shelf registration statement in New York Chicago Salt Lake City San Francisco 281 1 188.01.20.doc 0000204