<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>3
<FILENAME>filename3.txt
<TEXT>

                             CHAPMAN AND CUTLER LLP
                             111 WEST MONROE STREET
                            CHICAGO, ILLINOIS 60603


                                April 5, 2013


VIA EDGAR CORRESPONDENCE FILING
-------------------------------

Karen Rossotto, Esq.
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549


   Re:   First Trust Intermediate Duration Preferred & Income Fund (the "Fund")
                              File Nos. 811-22795, 333-186412
         ----------------------------------------------------------------------


Dear Ms. Rossotto:

     We have received your comments regarding the Registration Statement for the
above captioned Fund in your letter of March 6, 2013. This letter serves to
respond to your comments. For your convenience, we have structured our response
to address each of your comments in the order in which they were presented in
your letter.

                                   PROSPECTUS

COVER PAGE

     1. IN INVESTMENT OBJECTIVES, IT STATES THAT "[T]HE FUND SEEKS TO MAINTAIN,
UNDER NORMAL MARKET CONDITIONS, A BLENDED (OR WEIGHTED AVERAGE) PORTFOLIO
DURATION OF BETWEEN THREE AND EIGHT YEARS." HOWEVER, AS INDICATED IN THE
FOLLOWING PARAGRAPH, PORTFOLIO HOLDINGS, THE FUND WILL INVEST AT LEAST 80% OF
ITS MANAGED ASSETS IN SECURITIES THAT INCLUDE TRADITIONAL PREFERRED SECURITIES,
WHICH ARE "CONSIDERED EQUITY SECURITIES", OTHER INVESTMENT COMPANIES AND OTHER
SECURITIES WITH EQUITY CHARACTERISTICS OR THAT "HAVE LONG MATURITIES" OR
"PERPETUAL" MATURITIES. WITH THESE INVESTMENTS, PLEASE CLARIFY HOW THE FUND WILL
ACHIEVE A THREE TO EIGHT YEAR AVERAGE DURATION. FOR EXAMPLE, WILL THE FUND'S
PORTFOLIO BE WEIGHTED TOWARDS SHORTER TERM DEBT SECURITIES? IF SO, PLEASE
DISCLOSE THIS STRATEGY.

     Response: We have added a cross-reference under the "Investment Strategy"
section of the Cover Page to "Prospectus Summary--Investment Objectives and
Strategy--Duration" and "The Fund's Investments," which provide the following
description of the Fund's management of target duration:

     "In seeking to maintain its target duration, the Fund will invest in
     floating rate and fixed-to-floating rate preferred securities, which tend
     to be less price-sensitive to rising interest rates (or yields) than fixed


<PAGE>


     rate securities with similar terms to maturity. Because the interest rate
     on such securities is adjusted on a periodic basis by reference to some
     then current market interest rate measure, the ownership of such securities
     by the Fund will reduce duration. The extent of the Fund's investments in
     floating rate and fixed-to-floating rate preferred securities will vary
     depending on the duration of the Fund's other investments. Various other
     techniques may be used to maintain the Fund's target duration. For example,
     the Fund may also seek to maintain its target duration by investing in
     securities with short term maturities or securities with long term
     maturities, but shorter term call provisions that have the effect of
     reducing duration."

     2. IN PORTFOLIO HOLDINGS, PLEASE DISCLOSE THE SECTORS AND INDUSTRIES THE
FUND WILL PRINCIPALLY INVEST IN, INCLUDING THE INDUSTRIES COMPRISING THE
FINANCIALS SECTOR. IN PARTICULAR, PLEASE DISCLOSE THE FUND'S ANTICIPATED
INVESTMENT IN REITS.

     Response: Pursuant to your request, we have inserted the following sentence
in the "Portfolio Holdings" section of the Cover Page:

     "The Fund also will invest at least 25% of its Managed Assets in the group
     of industries that are part of the financials sector as classified under
     the Global Industry Classification Standards developed by MSCI, Inc. and
     Standard & Poor's, which is currently comprised of the banks, diversified
     financials, real estate (including real estate investment trusts) and
     insurance industries."

     3. ALSO IN PORTFOLIO HOLDINGS, IT STATES THAT THE FUND WILL INVEST AT LEAST
80% OF ITS MANAGED ASSETS IN SECURITIES THAT INCLUDE "SECURITIES OF OTHER
OPEN-END, CLOSED-END OR EXCHANGE-TRADED FUNDS ... . " IF THE FUND ANTICIPATES
INCURRING ACQUIRED FUND FEES AND EXPENSES GREATER THAN ONE BASIS POINT, PLEASE
INCLUDE THESE EXPENSES IN THE FUND'S FEE TABLE.

     Response: The Fund does not anticipate that it will principally invest in
securities of other open-end, closed-end or exchange-traded funds as part of its
ongoing investment strategy. As such, references to these investments, including
as part of the list of securities in which the Fund will invest at least 80% of
its Managed Assets, have been removed from the Prospectus. As the Fund retains
the ability to invest in securities of other open-end, closed-end or
exchange-traded funds, a description of these investments and associated risks
is included in the Statement of Additional Information.

     4. IN USE OF LEVERAGE, IT STATES THAT "[T]HE FUND MAY UTILIZE LEVERAGE
THROUGH THE ISSUANCE OF PREFERRED SHARES OF BENEFICIAL INTEREST AND/OR THROUGH
BORROWINGS AND/OR THE ISSUANCE OF COMMERCIAL PAPER OR NOTES." PLEASE EXPLAIN TO
US WHETHER THE FUND INTENDS TO ISSUE COMMERCIAL PAPER AND ITS PURPOSES IN DOING
SO.

     Response: The Fund does not currently intend to issue commercial paper and
references to such have been deleted from the Prospectus.

     5. ALSO IN USE OF LEVERAGE, IT STATES THAT "[T]HE FUND ALSO MAY EMPLOY
PORTFOLIO LEVERAGE THROUGH THE USE OF OTHER PORTFOLIO TECHNIQUES THAT HAVE THE
ECONOMIC EFFECT OF LEVERAGE." PLEASE PROVIDE AN EXAMPLE OF THESE "PORTFOLIO
TECHNIQUES". IF DERIVATIVES WILL BE USED FOR THIS PURPOSE, PLEASE STATE SO AND
DISCLOSE THE TYPES OF DERIVATIVES THE FUND ANTICIPATES USING. PLEASE MAKE
CONFORMING CHANGES ON PAGE 7 IN THE PROSPECTUS SUMMARY. FURTHER, IF THE FUND


                                       2
<PAGE>


WILL INVEST IN DERIVATIVES, WILL IT COUNT THESE INVESTMENTS TOWARDS SATISFACTION
OF ITS 80% POLICY? IF YES, PLEASE CONFIRM THAT ALL SUCH DERIVATIVES HAVE
ECONOMIC CHARACTERISTICS SIMILAR TO PREFERRED AND OTHER INCOME PRODUCING
SECURITIES. PLEASE ALSO CONFIRM TO US THAT IF THE FUND COUNTS DERIVATIVES FOR
PURPOSES OF COMPLIANCE WITH THE 80% POLICY, IT USES THE MARKET VALUE OF THE
DERIVATIVES RATHER THAN THE NOTIONAL VALUE. FINALLY, PLEASE DISCLOSE THAT THE
USE OF REVERSE REPURCHASE AGREEMENTS CREATES LEVERAGE.

     Response: Pursuant to your request, we have revised the applicable sections
of the Prospectus to describe the Fund's potential use of portfolio leverage
through reverse repurchase agreements:

     "The Fund anticipates that it may, in the future, employ portfolio leverage
     through the use of reverse repurchase agreements."

     The Fund does not currently anticipate the use of derivatives for portfolio
leverage purposes. We have added the following sentence to the applicable
sections of the Prospectus to address the inclusion of derivatives in the Fund's
80% policy:

     "The market value of the Fund's Strategic Transactions, if any, will be
     counted towards the Fund's policy to invest, under normal market
     conditions, at least 80% of its Managed Assets in preferred and other
     income-producing securities, as discussed above, to the extent the
     Strategic Transactions have economic characteristics similar to such
     preferred and other income-producing securities."

PROSPECTUS SUMMARY

     6. IN INVESTMENT OBJECTIVES AND STRATEGY, IN THE SECOND PARAGRAPH, PLEASE
DEFINE MANAGED ASSETS HERE, IN THE DISCUSSION OF THE FUND'S 80% POLICY. IN
ADDITION, PLEASE EXPLAIN TO US HOW THE FUND'S DEFINITION OF MANAGED ASSETS
COMPORTS WITH THE REQUIREMENTS OF RULE 35D-1 UNDER THE 1940 ACT. ALSO IN THIS
PARAGRAPH, PLEASE EXPLAIN WHAT "CONVERTIBLE SECURITIES" AND "CONTINGENT
CONVERTIBLE SECURITIES" ARE, OR PROVIDE A CROSS-REFERENCE TO THE DEFINITIONS OF
THESE INSTRUMENTS ON PAGES 5-6 IN THE PROSPECTUS SUMMARY.

     Response: Pursuant to your request, we have moved the definition of
"Managed Assets" to the second paragraph of the "Investment Objectives and
Strategy" section of the Prospectus Summary and provide a cross-reference to the
"Portfolio Holdings" section, which includes an explanation of convertible
securities and contingent convertible securities. We believe that the definition
of "Managed Assets" is consistent with Rule 35d-1 in that "average daily gross
asset value" minus "the sum of the Fund's accrued and unpaid dividends on any
outstanding Preferred Shares and accrued liabilities (other than debt
representing leverage)" represents the Fund's "net assets" (as used in Rule
35d-1) and that "assets attributable to the Fund's leverage" included in
"average daily gross asset value" represents "borrowings for investment
purposes" (as used in Rule 35d-1).


                                       3
<PAGE>


     7. ON PAGE 2, IN INVESTMENT OBJECTIVES AND STRATEGY, IN THE FIRST PARAGRAPH
IN THE DISCUSSION OF DURATION, IT STATES THAT "[I]N SEEKING TO MAINTAIN ITS
TARGET DURATION, THE FUND WILL INVEST SIGNIFICANTLY IN FLOATING RATE AND
FIXED-TO-FLOATING RATE PREFERRED SECURITIES". PLEASE EXPLAIN HERE WHAT FLOATING
RATE AND FIXED-TO-FLOATING RATE PREFERRED SECURITIES ARE. PLEASE ALSO CLARIFY
WHAT SIGNIFICANTLY MEANS AS USED HERE (I.E., WHAT PERCENTAGE OF THE FUND'S
ASSETS DOES IT ANTICIPATE WILL BE INVESTED IN THESE SECURITIES? IS THERE A
PERCENTAGE CEILING?).

     Response: We have provided a cross-reference after the above-referenced
sentence to the appropriate section under "Portfolio Holdings" that describes
floating rate and fixed-to-floating rate securities. In addition, we have
revised the above-referenced sentence to state that the Fund will invest in
floating rate and fixed-to-floating rate preferred securities in seeking to
maintain its target duration, and to clarify that "[t]he extent of the Fund's
investments in floating rate and fixed-to-floating rate preferred securities
will vary depending on the duration of the Fund's other investments."

     8. IN THE FOLLOWING PARAGRAPH, IN THE DISCUSSION OF DURATION, IT STATES HOW
DURATION DIFFERS FROM MATURITY WITHOUT DEFINING MATURITY. PLEASE INCLUDE A
DEFINITION OF MATURITY HERE. IN ADDITION, THE LAST SENTENCE OF THIS PARAGRAPH,
BEGINNING WITH "[I]N THIS PROSPECTUS", PROVIDES A DEFINITION OF DURATION AS A
MEASURE OF SENSITIVITY TO MARKET YIELD "ADJUSTED TO REFLECT THE FUND'S EFFECTIVE
LEVERAGE". THIS DEFINITION DOES NOT FOLLOW THE EARLIER DISCUSSION IN THIS
PARAGRAPH, WHICH REFERENCES DURATION AS A SENSITIVITY TO CHANGES IN INTEREST
RATES, AS WELL AS A NUMBER OF OTHER FACTORS. THE PARAGRAPH ALSO DOES NOT
DISCLOSE HOW LEVERAGE IMPACTS DURATION. PLEASE EITHER MOVE THIS SENTENCE TO THE
BEGINNING OF THE PARAGRAPH AND EXPLAIN IT OR OTHERWISE REVISE IT TO BE
CONSISTENT WITH THE DEFINITION OF DURATION AS DISCUSSED.

     Response: Pursuant to your request, we have revised the Prospectus as
follows to include a definition of maturity, to reflect that the Fund's target
duration will be measured by the Fund's "weighted average effective duration,"
which is calculated without giving effect to leverage, and to keep consistent
with the general discussion of duration in the above-referenced paragraph:

     "The Fund seeks to maintain, under normal market conditions, a weighted
     average effective duration ("duration") of between three and eight years. .
     . . In this prospectus, duration is the average duration of the portfolio
     of securities based on the duration of the individual securities and their
     weight within the portfolio, calculated without giving effect to the Fund's
     leverage. Duration is a mathematical calculation of the sensitivity of the
     price of a security to changes in interest rates (or yields). Maturity is
     the date on which a security matures and the issuer is obligated to repay
     principal. Duration is not necessarily equal to average maturity and
     differs from maturity in that it considers potential changes to interest
     rates, and a security's coupon payments, yield, price and par value and
     call features, in addition to the amount of time until the security
     matures."

     In addition, we have added the following sentences under "Leverage Risk":


                                       4
<PAGE>


     "Although the Fund will seek to maintain a duration, excluding the effects
     of leverage, of between three and eight years, if the effect of the Fund's
     use of leverage was included in calculating duration, it could result in a
     longer duration for the Fund."

     9. ALSO IN THIS SECTION, IN THE PENULTIMATE PARAGRAPH ON PAGE 2, IT STATES
THAT:

     THE FUND ALSO WILL INVEST, UNDER NORMAL MARKET CONDITIONS, AT LEAST 25% OF
     ITS MANAGED ASSETS IN SECURITIES OF COMPANIES IN THE FINANCIALS SECTOR AS
     CLASSIFIED UNDER THE GLOBAL INDUSTRY CLASSIFICATION STANDARDS DEVELOPED BY
     MSCI, INC. AND STANDARD & POOR'S (THE "FINANCIALS SECTOR"), WHICH MAY
     INCLUDE BANKS, THRIFTS, BROKERAGE FIRMS, BROKER/DEALERS, INVESTMENT BANKS,
     FINANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS ("REITS") AND COMPANIES
     INVOLVED IN THE INSURANCE INDUSTRY [EMPHASIS ADDED].

     IN GENERAL, PLEASE REVISE THIS SENTENCE TO CONFORM WITH THE FUND'S
CONCENTRATION POLICY AS STATED IN THE SAI. FOR EXAMPLE, THE SENTENCE MAY BE
REVISED TO STATE THAT AT ALL TIMES THE FUND WILL HAVE AT LEAST 25% OF ITS ASSETS
INVESTED IN THE INDUSTRIES COMPROMISING THE FINANCIALS SECTOR. THESE INDUSTRIES
ARE ... . " WITH RESPECT TO ANY REVISIONS HERE, PLEASE REPLACE "MAY" WITH A TERM
STATING DEFINITIVELY THE GROUP OF INDUSTRIES THAT ARE PART OF THE FINANCIALS
SECTOR (E.G., REPLACE "MAY" WITH "WHICH CURRENTLY INCLUDES"). PLEASE MAKE
CONFORMING REVISIONS THROUGHOUT THE REGISTRATION STATEMENT.

     Response: Pursuant to your request, we have revised the above-referenced
sentence as follows:

     "The Fund also will invest at least 25% of its Managed Assets in the group
     of industries that are part of the financials sector as classified under
     the Global Industry Classification Standards developed by MSCI, Inc. and
     Standard & Poor's (the 'financials sector'), which is currently comprised
     of banks, diversified financials, real estate (including real estate
     investment trusts ('REITs')) and insurance industries."

     10. ON PAGE 3, IN THE FIRST PARAGRAPH OF OTHER INVESTMENTS, PLEASE DISCLOSE
THE MARKET CAPITALIZATION OF THE COMMON STOCKS IN WHICH THE FUND WILL INVEST; IF
THE FUND MAY INVEST IN STOCKS OF ANY MARKET CAPITALIZATION, PLEASE STATE SO.

     Response: Pursuant to your request, we have added the following sentence to
the above-referenced paragraph: "The Fund may invest in common stocks of
companies of any market capitalization."

     11. ON PAGE 4, IN THE SIXTH LINE OF THE FIRST PARAGRAPH OF INVESTMENT
PHILOSOPHY AND PROCESS, PLEASE DELETE THE WORD "CONSERVATIVE" AS THIS IMPLIES
THAT THE FUND IS LOW-RISK, WHICH IS INCONSISTENT WITH CERTAIN OF ITS PRINCIPAL
INVESTMENTS (E.G., EQUITIES). IN ADDITION, THIS PARAGRAPH DESCRIBES HOW THE FUND
ACHIEVES "[D]IVERSIFICATION" IN ITS PORTFOLIO. AS THE FUND IS NON-DIVERSIFIED,


                                       5
<PAGE>


WE BELIEVE THE USE OF THE TERM "DIVERSIFICATION" IS MISLEADING. PLEASE USE A
DIFFERENT TERM.

     Response: Pursuant to your request, we have deleted the word "conservative"
and revised the above-referenced sentence as follows: "[t]hrough limits on
issuer and industry weightings, the Sub-Advisor seeks to reduce the impact of
the Fund's investments in the preferred, hybrid and other income-producing
securities asset classes on the Fund's portfolio."

     12. IN THE FOLLOWING PARAGRAPH ON PAGE 4, IT STATES THAT THE "PROCESS
ALLOWS THE SUB-ADVISOR TO SOURCE SECURITIES IN THE PREFERRED ASSET CLASS BASED
ON ATTRIBUTES SUCH AS CREDIT QUALITY, YIELD AND CAPITAL STRUCTURE POSITIONING
... [EMPHASIS ADDED]." IT IS UNCLEAR WHAT THE TERM "SOURCE" MEANS AS USED HERE.
PLEASE EXPLAIN IT. IN ADDITION, THE TERM "CAPITAL STRUCTURE POSITIONING" IS
TECHNICAL IN NATURE. PLEASE EITHER EXPLAIN THIS TERM OR REPLACE IT WITH A TERM
THAT IS EASIER TO UNDERSTAND.

     Response: We have replaced the term "source" in the above-referenced
sentence with the phrase "invest in." In addition, after the use of the phrase
"capital structure positioning" in this sentence, we have added the following
parenthetical to explain the term: "(i.e., the security's level of priority to
corporate income, claims to corporate assets and liquidation payments compared
to certain other obligations of the issuer)."

     13. ON PAGE 10, IN FEDERAL TAX MATTERS, IT STATES THAT "[D]ISTRIBUTIONS IN
EXCESS OF THE FUND'S CURRENT AND ACCUMULATED EARNINGS AND PROFITS WOULD FIRST BE
A TAX-FREE RETURN OF CAPITAL TO THE EXTENT OF A COMMON SHAREHOLDER'S ADJUSTED
TAX BASIS IN ITS COMMON SHARES." PLEASE REPLACE THE TERM "TAX-FREE" WITH
"TAX-DEFERRED" TO BETTER REPRESENT THE TAX CONSEQUENCES OF RETURN OF CAPITAL.
ALSO, PLEASE EXPLAIN THAT A "RETURN OF CAPITAL" REPRESENTS THE RETURN OF A
SHAREHOLDER'S ORIGINAL INVESTMENT IN FUND SHARES, NOT A DIVIDEND FROM ITS
PROFITS AND EARNINGS. IN ADDITION, PLEASE CLARIFY IN THE NEXT SENTENCE THAT
WHILE RETURNS OF CAPITAL MAY NOT BE IMMEDIATELY TAXABLE, THEY MAY RESULT IN A
SHAREHOLDER HAVING TO PAY HIGHER TAXES IN THE FUTURE WHEN SHARES ARE SOLD, EVEN
IF THE SHAREHOLDER SELLS THE SHARES AT A LOSS FROM THE ORIGINAL INVESTMENT.

     Response: Pursuant to your request, we have revised the above-referenced
section under "Federal Tax Matters" as follows:

     "Distributions in excess of the Fund's current and accumulated earnings and
     profits would first be a tax-deferred return of capital to the extent of a
     Common Shareholder's adjusted tax basis in its Common Shares. A 'return of
     capital' represents a return on a shareholder's original investment in the
     Fund's Common Shares, and not a distribution from the Fund's earnings and
     profits. Although a return of capital may not be immediately taxable, upon
     the sale of Common Shares, Common Shareholders generally will recognize
     capital gain or loss measured by the difference between the sale proceeds
     received by the Common Shareholder and the shareholder's federal income tax
     basis in Common Shares sold, as adjusted to reflect return of capital, even
     if such shares are sold at a loss from the original investment."


                                       6
<PAGE>


     14. ON PAGE 12, IN SPECIAL RISK CONSIDERATIONS, PREFERRED SECURITIES RISK,
DISCLOSE THE RISKS ASSOCIATED WITH HYBRID PREFERRED SECURITIES, WHICH ARE
DESCRIBED AS A PRINCIPAL INVESTMENT. IN GENERAL, PLEASE DISCLOSE IN SPECIAL RISK
CONSIDERATIONS THE RISKS ASSOCIATED EACH OF THE FUND'S PRINCIPAL INVESTMENTS,
INCLUDING CONTINGENT CONVERTIBLE SECURITIES AND REITS.

     Response: The risks disclosed under "Preferred Securities Risk" apply to
hybrid preferred securities as well and, as such, we have revised the section
heading to "Preferred and Hybrid Preferred Securities Risk." Please note that
the Prospectus also separately discloses risks associated with trust preferred
securities, which is a specific type of hybrid preferred security in which the
Fund may invest, under "Special Risk Considerations--Trust Preferred Securities
Risk".

     We have also added the risks associated with contingent convertible
securities and REITs under "Special Risk Considerations," as follows:

     "Contingent convertible securities provide for mandatory conversion into
     common stock of the issuer under certain circumstances. Since the common
     stock of the issuer may not pay a dividend, investors in these instruments
     could experience a reduced income rate, potentially to zero; and conversion
     would deepen the subordination of the investor, hence worsening standing in
     a bankruptcy. In addition, some such instruments have a set stock
     conversion rate that would cause a reduction in value of the security if
     the price of the stock is below the conversion price on the conversion
     date."

     "REITs are financial vehicles that pool investors' capital to purchase or
     finance real estate. REITs may concentrate their investments in specific
     geographic areas or in specific property types, e.g., hotels, shopping
     malls, residential complexes and office buildings. The market value of REIT
     shares and the ability of the REITs to distribute income may be adversely
     affected by several factors, including (i) rising interest rates; (ii)
     changes in the national, state and local economic climate and real estate
     conditions; (iii) perceptions of prospective tenants of the safety,
     convenience and attractiveness of the properties; (iv) the ability of the
     owners to provide adequate management, maintenance and insurance; (v) the
     cost of complying with the Americans with Disabilities Act; (vi) increased
     competition from new properties; (vii) the impact of present or future
     environmental legislation and compliance with environmental laws; (viii)
     changes in real estate taxes and other operating expenses; (ix) adverse
     changes in governmental rules and fiscal policies; (x) adverse changes in
     zoning laws; and (xi) other factors beyond the control of the issuers of
     the REITs. In addition, distributions received by the Fund from REITs may
     consist of dividends, capital gains and/or return of capital. Many of these
     distributions, however, will not generally qualify for favorable treatment
     as qualified dividend income."

     15. ON PAGE 14, MUCH OF THE DISCLOSURE IN GOVERNMENT INTERVENTION RISK IS
GENERAL IN NATURE. FOR EXAMPLE, IT STATES THAT "[D]ECISIONS MADE BY GOVERNMENT


                                       7
<PAGE>


POLICY MAKERS COULD EXACERBATE THE NATION'S OR THE WORLD'S CURRENT ECONOMIC
DIFFICULTIES" AND THAT "LEGISLATION OR REGULATION COULD LIMIT OR PRECLUDE THE
FUND'S ABILITY TO ACHIEVE ITS INVESTMENT OBJECTIVES." PLEASE DISCUSS
SPECIFICALLY HOW THE FUND'S ABILITY TO ACHIEVE ITS OBJECTIVES MAY BE PRECLUDED
AS A RESULT OF LEGISLATION OR REGULATION. IN ADDITION, IN DISCUSSING THE EFFECTS
AND RISKS OF THE DODD-FRANK ACT, PLEASE TIE THESE DISCUSSIONS DIRECTLY TO HOW
THEY MAY IMPACT THE FUND, TAKING INTO ACCOUNT THE FUND'S SPECIFIC INVESTMENT
OBJECTIVES AND STRATEGIES.

     Response: We have deleted the general references and added a cross
reference at the end of the first paragraph of "Government Intervention Risk" to
"Risks--Preferred Securities Risk," which contains a discussion of how recent
legislation or regulation may specifically impact the Fund's ability to achieve
its investment objectives (e.g., "[a] longer-term consequence of the relevant
provisions of the Dodd-Frank Act . . . is the potential for some types of
preferred securities in which the Fund intends to invest to become more scarce
and potentially less liquid"). In addition, we have revised the discussion of
the Dodd-Frank Act to include the following:

     "For example, the Dodd-Frank Act established more stringent capital
     standards for banks and bank holding companies and will also result in new
     regulations affecting the lending, funding, trading and investment
     activities of banks and bank holding companies, thus affecting the
     financials sector. As such, the continuing implementation of the Dodd-Frank
     Act may result in reduced profitability for companies in the financials
     sector in which the Fund invests."

     16. ON PAGE 17, IN COMMON STOCK RISK, PLEASE DISCLOSE THE RISKS ASSOCIATED
WITH INVESTMENT IN SMALL AND MID-CAP SECURITIES, IF APPROPRIATE.

     Response: Pursuant to your request, we have included the following
paragraph under "Common Stock Risk":

     "The Fund may invest in common stocks of any market capitalization.
     Accordingly, the Fund may invest in the common stocks of companies having
     smaller market capitalizations, including mid-cap and small-cap common
     stocks. The common stocks of these companies often have less liquidity than
     the common stocks of larger companies and these companies frequently have
     less management depth, narrower market penetrations, less diverse product
     lines and fewer resources than larger companies. Due to these and other
     factors, common stocks of smaller companies may be more susceptible to
     market downturns and other events, and their prices may be more volatile
     than the common stocks of larger companies."

     17. ON PAGE 20, IN POTENTIAL CONFLICTS OF INTEREST RISKS, IN THE LAST FULL
PARAGRAPH, IT STATES THAT "[T]HEREFORE, THE ADVISOR AND THE SUB-ADVISOR HAVE A
FINANCIAL INCENTIVE TO LEVERAGE THE FUND, WHICH MAY CREATE A CONFLICT OF
INTEREST ... [EMPHASIS ADDED]." PLEASE REPLACE "MAY CREATE" WITH "CREATES".
PLEASE MAKE CONFORMING CHANGES THROUGHOUT THE REGISTRATION STATEMENT. PLEASE
ALSO CONFIRM THAT THE ADVISORY FEE IS BASED ONLY ON STRUCTURAL LEVERAGE AND NOT


                                       8
<PAGE>


EFFECTIVE LEVERAGE (I.E., IT IS NOT BASED ON THE NOTIONAL VALUE OF ANY
DERIVATIVES POSITIONS).

     Response: Pursuant to your request, we have replaced "may create" with
"creates" in the above-referenced sentence throughout the registration
statement. The advisory fee will be based on all forms of leverage anticipated
by the Fund, which may include reverse repurchase agreements, if any, and
borrowings. In determining the advisory fee, market value (and not notional
value) will be used with respect to derivative positions.

     18. ON PAGE 20, IN NEW TYPES OF SECURITIES RISK, IT STATES THAT THE FUND
RESERVES THE RIGHT TO INVEST IN SECURITIES THAT HAVE FEATURES OTHER THAN THOSE
DESCRIBED IN THE PROSPECTUS IF THE SUB-ADVISOR BELIEVES "THAT DOING SO WOULD BE
... IN A MANNER CONSISTENT WITH THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
.... " PLEASE STATE THAT ANY INVESTMENT IN THESE TYPES OF SECURITIES WOULD ALSO
BE CONSISTENT WITH THE RISKS DISCLOSED IN THE PROSPECTUS. PLEASE ALSO DISCLOSE
HERE OR ELSEWHERE IN THE PROSPECTUS WHETHER THE FUND WILL PROVIDE INFORMATION TO
EXISTING SHAREHOLDERS, OTHER THAN IN ITS ANNUAL OR SEMI-ANNUAL REPORTS, IF, IN
THE FUTURE, THE FUND INVESTS MATERIALLY IN "NEW TYPES" OF SECURITIES.

     Response: Pursuant to your request, we have revised the above-referenced
section of "New Types of Securities Risk" as follows:

     "Since the market for these instruments will be new, the Fund may have
     difficulty disposing of them at a suitable price and time. In addition to
     limited liquidity, these instruments may present other risks, such as high
     price volatility, and will generally have risks similar to those associated
     with the Fund's current investments, as described in this prospectus. The
     Fund will notify Common Shareholders if it materially invests in these
     securities in the future and will further disclose information regarding
     such investments in its annual or semi-annual reports to shareholders."

     19. ON PAGE 22, IN CERTAIN AFFILIATIONS, PLEASE TIE THE RISK PRESENTED IN
THIS PARAGRAPH TO HOW IT MAY IMPACT THE FUND (E.G., THE FUND'S INABILITY TO
EFFECT THESE PRINCIPAL TRANSACTIONS COULD RESULT IN HIGHER BROKERAGE FEES).

     Response: Pursuant to your request, we have revised the above-referenced
paragraph as follows:

     "Certain broker-dealers may be considered to be affiliated persons of the
     Fund, the Advisor or the Sub-Advisor. Absent an exemption from the SEC
     (which the Fund does not currently intend to apply for) or other regulatory
     relief, the Fund is generally precluded from effecting certain principal
     transactions with affiliated brokers, and its ability to utilize affiliated
     brokers for agency transactions is subject to restrictions. This could
     limit the Fund's ability to engage in securities transactions and take
     advantage of market opportunities."


                                       9
<PAGE>


     20. ALSO ON PAGE 22, AS THE USE OF STRATEGIC TRANSACTIONS IS NOT A
PRINCIPAL INVESTMENT STRATEGY OF THE FUND, PLEASE MOVE THE DISCUSSION OF THE
RISKS ASSOCIATED WITH THESE TRANSACTIONS TO THE SAI.

     Response: Pursuant to your request, we have removed the discussion of the
risks associated with Strategic Transactions from the Prospectus. These risks
are described in the SAI.

SUMMARY OF FUND EXPENSES

     21. ON PAGE 24, THE INTRODUCTORY PARAGRAPH STATES THAT THE FUND'S FEE TABLE
SHOWS "FUND EXPENSES AS A PERCENTAGE OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES
[EMPHASIS ADDED]". PLEASE DISCLOSE THE "NET ASSET" NUMBER THAT IS BEING USED FOR
THE FEE TABLE, AND EXPLAIN TO US THE BASIS FOR CHOOSING THAT NUMBER.

     Response: Pursuant to your request, we will disclose the "net asset" amount
in a subsequent pre-effective filing of the Prospectus. This amount will be
based on the presumed gross sales to be derived from the initial public offering
of the Fund, less the sales load and offering costs.

     22. SHAREHOLDER TRANSACTION EXPENSES, IN THE LINE "OFFERING EXPENSES BORNE
BY THE FUND (AS A PERCENTAGE OF OFFERING PRICE)," PLEASE REPLACE "FUND" WITH
"COMMON SHAREHOLDERS".

     Response: Pursuant to your request, we have replaced "Fund" with "Common
Shareholders" in the above-referenced line under "Shareholder Transaction
Expenses."

     23. UNDER ANNUAL EXPENSES, PLEASE INCLUDE A FOOTNOTE EXPLAINING HOW MANAGED
ASSETS ARE CONVERTED INTO NET ASSETS FOR THE FEE TABLE, INCLUDING AN EXPLANATION
OF HOW LEVERAGE AFFECTS THE CONVERSION.

     Response: Pursuant to your request, we have inserted a footnote under the
"Annual Expenses" table to explain that Managed Assets are converted into net
assets by deducting the assumed amount of leverage to be used by the Fund.

     24. ALSO IN ANNUAL EXPENSES, WITH RESPECT TO "[I]NTEREST PAYMENTS ON
BORROWED FUNDS", IF THE FUND INTENDS TO BORROW IN THE FIRST YEAR FROM FINANCIAL
INSTITUTIONS THAT MAY CHARGE THE FUND ANY FEES IN ADDITION TO INTEREST, PLEASE
NOTE WHETHER THESE FEES ARE REFLECTED IN THE TABLE.

     Response: Pursuant to your request, we have inserted in footnote (7) of the
"Annual Expenses" table a statement that "[i]nterest payments on borrowed funds"
assumes there will not be any additional fees payable by the Fund under the
assumed borrowings. The only contemplated annual fees under such borrowings are
unutilized facility fees, which the Fund does not expect to pay based upon
anticipated borrowings.

THE FUND'S INVESTMENTS


                                       10
<PAGE>


     25. ON PAGE 27, IN THE SECOND PARAGRAPH OF INVESTMENT PHILOSOPHY AND
PROCESS, IT STATES THAT "[N]EW INVESTMENTS ARE PRESENTED TO THE SUB-ADVISOR'S
INVESTMENT COMMITTEE BEFORE INCLUSION INTO THE PORTFOLIO [EMPHASIS ADDED]". DOES
THIS INCLUDE ALL NEW INVESTMENTS? PLEASE CLARIFY.

     Response: Pursuant to your request, we have revised the above-referenced
sentence as follows: "[n]ew investments in securities of issuers that have not
already been approved by the Sub-Advisor's investment committee are presented to
the committee before inclusion into the portfolio."

     26. ON PAGE 28, IN THE FUND, PORTFOLIO COMPOSITION, IN THE DISCUSSION OF
HYBRID SECURITIES, IT STATES THAT "[M]ANY HYBRID PREFERRED SECURITIES ARE ISSUED
BY TRUSTS OR OTHER SPECIAL PURPOSE ENTITIES ESTABLISHED BY OPERATING COMPANIES
AND ARE NOT DIRECT OBLIGATIONS OF THE OPERATING COMPANY". PLEASE DISCUSS WITHIN
THE PROSPECTUS WHETHER, IN THE CASE THAT THESE ENTITIES MAY DEFAULT, THE HOLDERS
OF THE PREFERRED SHARES, COLLATERALIZED BY DEBT OF THE OPERATING COMPANY, MAY
PROCEED AGAINST THE OPERATING COMPANY, OR ONLY THE SPECIAL PURPOSE ENTITY. WITH
THIS STRUCTURE, ARE THERE ADDITIONAL RISKS TO BE CONSIDERED? PLEASE DISCLOSE ANY
SIMILAR CONCERNS WITH RESPECT TO TRUST PREFERRED SECURITIES.

     Response: Pursuant to your request, we have revised the above-referenced
paragraph as follows:

     "Many hybrid preferred securities, such as trust preferred securities, are
     issued by trusts or other special purpose entities established by operating
     companies, such as bank holding companies in the case of trust preferred
     securities, and are not direct obligations of the operating company. At the
     time the trust or special purpose entity sells such preferred securities to
     investors, it purchases debt of the operating company (with terms
     comparable to those of the trust or special purpose entity securities),
     which enables the operating company to deduct for tax purposes the interest
     paid on the debt held by the trust or special purpose entity. An issuer of
     hybrid preferred securities may be permitted to defer the payment of income
     for a specified time, typically up to five years, without triggering an
     event of default. In the case of many hybrid preferred securities,
     including trust preferred securities, if the operating company fails to
     make its payments after this deferral period, an event of default and
     acceleration occurs, giving holders of the hybrid preferred securities the
     right to take hold of the junior subordinated debt issued by the operating
     company to the trust. At this time, the operating company's obligation to
     pay principal and interest on the underlying junior subordinated debt
     accelerates and becomes immediately due and payable."

     In addition, we have added the following to "Trust Preferred Securities
Risk" in the Prospectus:

     "Generally, trust preferred securities are issued by a trust that is
     created by a financial institution, such as a bank holding company, but are
     not a direct obligation of that financial institution. The risks associated
     with trust preferred securities typically include the financial condition


                                            11
<PAGE>


     of that financial institution, as the trust typically has no business
     operations other than holding the subordinated debt issued by the financial
     institution and issuing the trust preferred securities and common stock
     backed by the subordinated debt. If a financial institution is financially
     unsound and defaults on interest payments to the trust, the trust will not
     be able to make payments to holders of the trust preferred securities such
     as the Fund. The issuer of trust preferred securities is generally able to
     defer or skip payments for up to five years without being in default. If
     such election is made, distributions will not be made on the trust
     preferred securities during the deferral period."

     "Holders of trust preferred securities generally have limited voting rights
     to control the activities of the trust and no voting rights with respect to
     the parent company. The market value of trust preferred securities may be
     more volatile than those of conventional debt securities. Trust preferred
     securities may be issued in reliance on Rule 144A under the 1933 Act and be
     subject to restrictions on resale."

     As discussed in Item 14 above, the risks described under "Preferred
Securities Risk" (as well as certain other general risk factors, including
credit risk, disclosed in the "Risks" section of the Prospectus) apply generally
to the various types of preferred securities in which the Fund may invest,
including hybrid/trust preferred securities.

     27. ON PAGE 30, THE PARAGRAPH INVESTMENT COMPANIES REFERENCES AN EXEMPTION
GRANTED TO THE FUND UNDER THE 1940 ACT ALLOWING THE FUND TO INVEST IN SECURITIES
OF OTHER INVESTMENT COMPANIES TO A CERTAIN EXTENT. PLEASE DISCLOSE IN THIS
SECTION WHETHER THE COMPANY INTENDS TO APPLY FOR, HAS APPLIED FOR, OR HAS BEEN
GRANTED ANY SUCH EXEMPTIVE RELIEF. IF THE FUND HAS APPLIED FOR OR INTENDS TO
APPLY FOR SUCH EXEMPTIVE RELIEF, PLEASE DISCLOSE IN THIS SECTION THAT THERE IS
NO GUARANTEE THAT ANY SUCH RELIEF WILL BE GRANTED. PLEASE MAKE SIMILAR
DISCLOSURES FOR ALL REFERENCES TO EXEMPTIVE RELIEF THROUGHOUT THE REGISTRATION
STATEMENT (INCLUDING THE REFERENCE MADE IN THE FUND'S FUNDAMENTAL RESTRICTION ON
BORROWING, AS STATED ON PAGE 1 OF THE SAI).

     Response: Pursuant to your request, we have revised the applicable sections
of the Prospectus and SAI to state that the Fund does not currently intend to
apply for (i) exemptive relief that would allow the Fund to invest in securities
of other investment companies to a certain extent beyond that permitted under
the 1940 Act, or (ii) exemptive relief with respect to the Fund's fundamental
restriction on borrowing. In addition, in connection with revising the section
referenced in Item 19 above, we have also stated that the Fund does not
currently intend to apply for exemptive relief that would permit it to effect
certain principal transactions with affiliated brokers.

     28. ON PAGE 42, IN POTENTIAL CONFLICTS OF INTEREST RISK, IT STATES THAT THE
ADVISOR "MAY MANAGE AND/OR ADVISE OTHER INVESTMENT FUNDS OR ACCOUNTS WITH THE
SAME OR SIMILAR INVESTMENT OBJECTIVE AND STRATEGIES AS THE FUND". PLEASE STATE


                                       12
<PAGE>


SPECIFICALLY WHETHER THE ADVISOR ADVISES OTHER FUNDS OR ACCOUNTS SIMILAR TO THE
FUND. IF THE ADVISOR DOES NOT CURRENTLY DO SO, BUT MAY IN THE FUTURE, PLEASE
PROVIDE DISCLOSURE TO THAT EFFECT.

     Response: Pursuant to your request, we have revised the above-referenced
sentence to state specifically that "the Advisor and the Sub-Advisor each
manages and/or advises other investment funds or accounts with the same
investment objectives and strategies as the Fund."

NET ASSET VALUE

     29. ON PAGE 46, IN FAIR VALUE, IT STATES THAT "[I]N FAIR VALUING THE FUND'S
INVESTMENTS, CONSIDERATION IS GIVEN TO SEVERAL FACTORS, WHICH MAY INCLUDE, AMONG
OTHERS, THE FOLLOWING ... [EMPHASIS ADDED]." ALSO, THE LAST BULLET IN THIS
SECTION REFERS TO "OTHER RELEVANT FACTORS". PLEASE DELETE THESE REFERENCES AND
DISCLOSE ALL FACTORS CONSIDERED IN DETERMINING FAIR VALUE.

     Response: Pursuant to your request, we have deleted the phrase "may
include, among others" from the above-referenced sentence under "Fair Value." We
have revised the listed factors to include those stated in the Fund's valuation
policies, which explicitly includes "other relevant factors."

ADDITIONAL COMPENSATION TO BE PAID BY THE ADVISOR AND SUB-ADVISOR

     30. WITH REGARD TO THE "STRUCTURING FEES" DESCRIBED IN THE FIRST PARAGRAPH
ON PAGE 57, PLEASE CLARIFY HERE THAT THESE FEES ARE NOT REIMBURSABLE TO THE
ADVISOR OR SUB-ADVISOR.

     Response: Pursuant to your request, we have clarified in the
above-referenced paragraph that structuring fees are not reimbursable to the
Advisor or the Sub-Advisor by the Fund.

                      STATEMENT OF ADDITIONAL INFORMATION

     31. ON PAGE 2, IN THE PARAGRAPH IMMEDIATELY FOLLOWING FUNDAMENTAL
RESTRICTION NUMBER 7, PLEASE DELETE THE PARENTHETICAL "(OR SUCH OTHER PERCENTAGE
TO THE EXTENT PERMITTED BY THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"1940 ACT"))" AS THE 1940 ACT DOES NOT PERMIT BORROWINGS IN AN AMOUNT GREATER
THAN THE AMOUNT DESCRIBED IN THAT PARAGRAPH.

     Response: Pursuant to your request, we have deleted the parenthetical "(or
such other percentage to the extent permitted by the Investment Company Act of
1940, as amended (the '1940 Act'))" from the above-referenced paragraph in the
Statement of Additional Information.

     32. ON PAGE 2, IN NON-FUNDAMENTAL INVESTMENT POLICIES, IT STATES THAT THE
FUND WILL INVEST AT LEAST 80% OF ITS MANAGED ASSETS IN A PORTFOLIO OF SECURITIES
THAT INCLUDE SECURITIES "OF OTHER OPEN-END, CLOSED-END AND EXCHANGE-TRADED FUNDS


                                       13
<PAGE>


THAT INVEST PRIMARILY IN SECURITIES OF THE TYPES IN WHICH THE FUND MAY INVEST
DIRECTLY [EMPHASIS ADDED]". PLEASE EXPLAIN TO US HOW THE FUND DETERMINES WHETHER
ONE OF THESE OTHER FUNDS "INVEST PRIMARILY", AS USED WITHIN THIS POLICY.

     Response: Please refer to our response to Item 3 above.


                                    ********


     We appreciate your prompt attention to this Registration Statement. If you
have any questions or comments or would like to discuss our responses to your
questions please feel free to contact Eric F. Fess at (312) 845-3781 or the
undersigned at (312) 845-3273.

                                          Very truly yours,

                                          CHAPMAN AND CUTLER LLP


                                          By  /s/ Walter Draney
                                              -------------------------------
                                                  Walter Draney


Enclosures


                                       14


</TEXT>
</DOCUMENT>
