485BXT 1 alphadex_485bxt.txt POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 5, 2010 =============================================================================== 1933 Act Registration No. 333-140895 1940 Act Registration No. 811-22019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. __ [ ] Post-Effective Amendment No. 5 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 8 [X] FIRST TRUST EXCHANGE-TRADED ALPHADEX(R) FUND (Exact name of registrant as specified in charter) 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 621-1675 W. Scott Jardine, Esq., Secretary First Trust Exchange-Traded AlphaDEX(R) Fund First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 (Name and Address of Agent for Service) Copy to: Eric F. Fess, Esq. Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 It is proposed that this filing will become effective (check appropriate box): [ ] immediately upon filing pursuant to paragraph (b) [X] on February 19, 2010 pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of Rule 485. If appropriate, check the following box: [X] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 5 This Post-Effective Amendment to the Registration Statement comprises the following papers and contents: The Facing Sheet The sole purpose of this filing is to delay the effectiveness of the Registrant's Post-Effective Amendment No. 4, as it relates to the series of the Registrant specified therein, until February 19, 2010. Parts A and B of the Registrant's Post-Effective Amendment No. 4 under the Securities Act of 1933 as it relates to the series of the Registrant specified therein, filed on December 10, 2009, are incorporated by reference herein. Part C--Other Information Signatures Index to Exhibits Exhibits FIRST TRUST EXCHANGE-TRADED ALPHADEX(R) FUND PART C - OTHER INFORMATION ITEM 28. EXHIBITS EXHIBIT NO. DESCRIPTION (a) Declaration of Trust of Registrant. (1) (b) By-Laws of the Registrant. (2) (c) Not Applicable. (d)(1) Investment Management Agreement dated April 26, 2007. (2) (2) Expense Reimbursement, Fee Waiver and Recovery Agreement dated April 26, 2007. (2) (3) Letter Agreement Regarding the Expense Reimbursement, Fee Waiver and Recovery Agreement, dated November 24, 2008. (5) (4) Letter Agreement Regarding the Expense Reimbursement, Fee Waiver and Recovery Agreement, dated November 9, 2009. (6) (5) Letter Agreement Regarding the Expense Reimbursement, Fee Waiver and Recovery Agreement, dated February ___, 2010. (7) (e) Distribution Agreement dated April 26, 2007. (2) (f) Not Applicable. (g) Custody Agreement between the Registrant and The Bank of New York. (4) (h)(1) Transfer Agency Agreement between the Registrant and The Bank of New York. (4) (2) Administration and Accounting Agreement between the Registrant and The Bank of New York. (4) (3) Form of Subscription Agreement. (2) (4) Form of Participant Agreement. (2) (5) Board Administration Services Agreement among PFPC, Inc., First Trust Exchange-Traded Fund and First Trust Exchange-Traded AlphaDEX(TM) Fund dated February 15, 2007. (3) (6) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Consumer Discretionary AlphaDEX(TM) Fund dated April 26, 2007. (2) (7) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Consumer Staples AlphaDEX(TM) Fund dated April 26, 2007. (2) (8) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Energy AlphaDEX(TM) Fund dated April 26, 2007. (2) (9) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Financials AlphaDEX(TM) Fund dated April 26, 2007. (2) (10) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Health Care AlphaDEX(TM) Fund dated April 26, 2007. (2) (11) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Industrials AlphaDEX(TM) Fund dated April 26, 2007. (2) (12) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Materials AlphaDEX(TM) Fund dated April 26, 2007. (2) (13) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Technology AlphaDEX(TM) Fund dated April 26, 2007. (2) (14) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Utilities AlphaDEX(TM) Fund dated April 26, 2007. (2) (15) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., Standard & Poor's, a division of The McGraw-Hill Companies, Inc. and First Trust Large Cap Core AlphaDEX(TM) Fund dated April 26, 2007. (2) (16) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., Standard & Poor's, a division of The McGraw-Hill Companies, Inc. and First Trust Mid Cap Core AlphaDEX(TM) Fund dated April 26, 2007. (2) (17) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., Standard & Poor's, a division of The McGraw-Hill Companies, Inc. and First Trust Small Cap Core AlphaDEX(TM) Fund dated April 26, 2007. (2) (18) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., Standard & Poor's, a division of The McGraw-Hill Companies, Inc. and First Trust Large Cap Value Opportunities AlphaDEX(TM) Fund dated April 26, 2007. (2) (19) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., Standard & Poor's, a division of The McGraw-Hill Companies, Inc. and First Trust Mid Cap Growth Opportunities AlphaDEX(TM) Fund dated April 26, 2007. (2) (20) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., Standard & Poor's, a division of The McGraw-Hill Companies, Inc. and First Trust Multi Cap Value AlphaDEX(TM) Fund dated April 26, 2007. (2) (21) Sublicense Agreement by and among First Trust Portfolios L.P., First Trust Advisors L.P., Standard & Poor's, a division of The McGraw-Hill Companies, Inc. and First Trust Multi Cap Growth AlphaDEX(TM) Fund dated April 26, 2007. (2) (22) Amendment No. 1 to the Sublicense Agreement dated as of April 26, 2007, by and among First Trust Portfolios L.P., First Trust Advisors L.P., American Stock Exchange LLC and First Trust Industrials/Producer Durables AlphaDEX(TM) Fund dated May 8, 2007. (4) (i)(1) Opinion and Consent of Chapman and Cutler LLP dated April 26, 2007. (2) (2) Opinion and Consent of Bingham McCutchen LLP dated April 26, 2007. (2) (3) Opinion and Consent of Chapman and Cutler LLP dated November 16, 2007. (4) (4) Opinion and Consent of Chapman and Cutler LLP dated November 26, 2008. (5) (5) Opinion and Consent of Chapman and Cutler LLP dated November 25, 2009. (6) (6) Opinion and Consent of Chapman and Cutler LLP. (7) (j) Consent of Independent Registered Public Accounting Firm. (7) (k) Not Applicable. (l) Not Applicable. (m)(1) 12b-1 Service Plan. (2) (2) Letter Agreement Regarding 12b-1 Fees, dated as of May 1, 2007. (3) (3) Letter Agreement Regarding 12b-1 Fees, dated as of November 13, 2007. (4) (4) Letter Agreement Regarding 12b-1 Fees, dated as of November 24, 2008. (5) (5) Letter Agreement Regarding 12b-1 Fees, dated as of November 9, 2009. (6) (6) Letter Agreement Regarding 12b-1 Fees, dated as of February ___, 2010. (7) (n) Not Applicable. (o) Not Applicable. (p)(1) First Trust Advisors L.P. Investment Adviser Code of Ethics, amended on May 31, 2006. (2) (2) First Trust Portfolios L.P. Code of Ethics, amended on May 31, 2006. (2) (3) First Trust Funds Code of Ethics, amended on May 31, 2006. (2) (4) First Trust Advisors L.P., First Trust Portfolios L.P. Code of Ethics, amended on January 1, 2009. (6) (5) First Trust Funds Code of Ethics, amended on January 1, 2009. (6) (q) Powers of Attorney for Messrs. Bowen, Erickson, Kadlec, Keith and Nielson authorizing, among others, James A. Bowen, W. Scott Jardine and Eric F. Fess to execute the Registration Statement. (1) __________________ (1) Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-140895) filed on February 26, 2007. (2) Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-140895) filed on April 27, 2007. (3) Incorporated by reference to First Trust Exchange-Traded Fund's Registration Statement on Form N-1A (File No. 333-125751) filed on June 18, 2007. (4) Incorporated by reference to he Registrant's Registration Statement on Form N-1A (File No. 333-140895) filed on November 19, 2007. (5) Incorporated by reference to he Registrant's Registration Statement on Form N-1A (File No. 333-140895) filed on November 28, 2008. (6) Incorporated by reference to he Registrant's Registration Statement on Form N-1A (File No. 333-140895) filed on November 25, 2009. (7) To be filed by amendment. ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT Not Applicable. ITEM 30. INDEMNIFICATION Section 9.5 of the Registrant's Declaration of Trust provides as follows: Section 9.5. Indemnification and Advancement of Expenses. Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered Person"), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof. No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law. The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5. To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification. As used in this Section 9.5, the words "claim," "action," "suit" or "proceeding" shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words "liability" and "expenses" shall include without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER First Trust Advisors L.P. ("First Trust") serves as investment adviser to the Registrant, serves as adviser or subadviser to 20 mutual funds, 40 exchange-traded funds and 13 closed-end funds and is the portfolio supervisor of certain unit investment trusts. Its principal address is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. The principal business of certain of First Trust's principal executive officers involves various activities in connection with the family of unit investment trusts sponsored by First Trust Portfolios L.P. ("FTP"). FTP's principal address is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. Information as to other business, profession, vocation or employment during the past two years of the officers and directors of First Trust is as follows:
NAME AND POSITION WITH FIRST TRUST EMPLOYMENT DURING PAST TWO YEARS James A. Bowen, Managing Director/President Managing Director/President, FTP; Chairman of the Board of Directors, BondWave LLC and Stonebridge Advisors LLC Ronald D. McAlister, Managing Director Managing Director, FTP Mark R. Bradley, Chief Financial Officer and Managing Chief Financial Officer and Managing Director, FTP; Chief Director Financial Officer, BondWave LLC and Stonebridge Advisors LLC Robert F. Carey, Chief Investment Officer and Senior Vice Senior Vice President, FTP President W. Scott Jardine, General Counsel General Counsel, FTP; Secretary of BondWave LLC and Stonebridge Advisors LLC NAME AND POSITION WITH FIRST TRUST EMPLOYMENT DURING PAST TWO YEARS Kristi A. Maher, Deputy General Counsel Deputy General Counsel, FTP Erin Chapman, Assistant General Counsel Assistant General Counsel, FTP Michelle Quintos, Assistant General Counsel Assistant General Counsel, FTP John Vasko, Assistant General Counsel Assistant General Counsel, FTP Pamela Wirt, Assistant General Counsel Assistant General Counsel, FTP R. Scott Hall, Managing Director Managing Director, FTP Andrew S. Roggensack, Managing Director Managing Director, FTP Kathleen Brown, Senior Vice President and Chief Compliance CCO and Senior Vice President, FTP since February 2008; Officer CCO, William Blair & Company Elizabeth H. Bull, Senior Vice President Senior Vice President, FTP Christopher L. Dixon, Senior Vice President Senior Vice President, FTP Jane Doyle, Senior Vice President Senior Vice President, FTP James M. Dykas, Senior Vice President Senior Vice President, FTP Jon C. Erickson, Senior Vice President Senior Vice President, FTP Ken Fincher, Senior Vice President Senior Vice President, FTP Kenneth N. Hass, Senior Vice President Senior Vice President, FTP Jason T. Henry, Senior Vice President Senior Vice President, FTP Daniel J. Lindquist, Senior Vice President Senior Vice President, FTP David G. McGarel, Senior Vice President Senior Vice President, FTP Mitchell Mohr, Senior Vice President Senior Vice President, FTP Robert M. Porcellino, Senior Vice President Senior Vice President, FTP Alan M. Rooney, Senior Vice President Senior Vice President, FTP Roger F. Testin, Senior Vice President Senior Vice President, FTP Kyle Baker, Vice President Vice President, FTP Christina Knierim, Vice President Vice President, FTP Todd Larson, Vice President Vice President, FTP NAME AND POSITION WITH FIRST TRUST EMPLOYMENT DURING PAST TWO YEARS Ronda L. Saeli, Vice President Vice President, FTP Stan Ueland, Vice President Vice President, FTP Katherine Urevig, Vice President Vice President, FTP Brad Bradley, Assistant Vice President Assistant Vice President, FTP Katie D. Collins, Assistant Vice President Assistant Vice President, FTP Chris Fallow, Assistant Vice President Assistant Vice President, FTP Kristen Johanneson, Assistant Vice President Assistant Vice President, FTP Coleen D. Lynch, Assistant Vice President Assistant Vice President, FTP Lynae Peays, Assistant Vice President Assistant Vice President, FTP Omar Sepulveda, Assistant Vice President Assistant Vice President, FTP John H. Sherren, Assistant Vice President Assistant Vice President, FTP Michael S. Stange, Assistant Vice President Assistant Vice President, FTP Brian Wesbury, Chief Economist Chief Economist, FTP Rob Stein, Senior Economist Senior Economist, FTP
ITEM 32. PRINCIPAL UNDERWRITER (a) FTP serves as principal underwriter of the shares of the Registrant, First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II and the First Defined Portfolio Fund LLC. FTP serves as principal underwriter and depositor of the following investment companies registered as unit investment trusts: the First Trust Combined Series, FT Series (formerly known as the First Trust Special Situations Trust), the First Trust Insured Corporate Trust, the First Trust of Insured Municipal Bonds and the First Trust GNMA. The name of each director, officer and partner of FTP is provided below. (b) Positions and Offices with Underwriter.
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND BUSINESS ADDRESS* WITH UNDERWRITER OFFICES WITH FUND The Charger Corporation General Partner None Grace Partners of DuPage L.P. Limited Partner None James A. Bowen Managing Director/President President, Chairman of the Board, Trustee, Chief Executive Officer NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND BUSINESS ADDRESS* WITH UNDERWRITER OFFICES WITH FUND Mark R. Bradley Chief Financial Officer; Managing Treasurer, Chief Financial Officer Director and Chief Accounting Officer Frank L. Fichera Managing Director None Russell J. Graham Managing Director None R. Scott Hall Managing Director None Ronald D. McAlister Managing Director None Richard A. Olson Managing Director None Andrew S. Roggensack Managing Director None W. Scott Jardine General Counsel Chief Compliance Officer and Secretary Kristi A. Maher Deputy General Counsel Assistant Secretary and Deputy Chief Compliance Officer Erin Chapman Assistant General Counsel Assistant Secretary Michelle Quintos Assistant General Counsel None John Vasko Assistant General Counsel None Pamela Wirt Assistant General Counsel None Dan Affeto Senior Vice President None Bob Bartel Senior Vice President None Elizabeth H. Bull Senior Vice President None Robert F. Carey Senior Vice President None Patricia L. Costello Senior Vice President None Christopher L. Dixon Senior Vice President None Jane Doyle Senior Vice President None James M. Dykas Senior Vice President Assistant Treasurer Jon C. Erickson Senior Vice President None Ken Fincher Senior Vice President None NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND BUSINESS ADDRESS* WITH UNDERWRITER OFFICES WITH FUND Wendy Flaherty Senior Vice President None Kenneth N. Hass Senior Vice President None Jason T. Henry Senior Vice President None Rich Jaeger Senior Vice President None Christian D. Jeppesen Senior Vice President None Christopher A. Lagioia Senior Vice President None Daniel J. Lindquist Senior Vice President Vice President David G. McGarel Senior Vice President None Mark R. McHenney Senior Vice President None Mitchell Mohr Senior Vice President None Paul E. Nelson Senior Vice President None Steve R. Nelson Senior Vice President None Robert M. Porcellino Senior Vice President None Steven R. Ritter Senior Vice President None Alan Rooney Senior Vice President None Francine Russell Senior Vice President None Brad A. Shaffer Senior Vice President None Brian Sheehan Senior Vice President None Andrew C. Subramanian Senior Vice President None Mark P. Sullivan Senior Vice President None Roger F. Testin Senior Vice President Vice President Gregory E. Wearsch Senior Vice President None Patrick Woelfel Senior Vice President None Kathleen Brown Senior Vice President; Chief None Compliance Officer NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND BUSINESS ADDRESS* WITH UNDERWRITER OFFICES WITH FUND Jonathan Ackerhalt Vice President None Dan Affetto Vice President None Lance Allen Vice President None Jeff Ambrose Vice President None Kyle Baker Vice President None Carlos Barbosa Vice President None Andrew Barnum Vice President None Michael Bean Vice President None Rob Biddinger Vice President None Dan Blong Vice President None Bill Braasch Vice President None Cory Bringle Vice President None Mike Britt Vice President None Alex Brozyna Vice President None Nathan S. Cassel Vice President None Joshua Crosley Vice President None Michael Dawson Vice President None Michael Darr Vice President None Albert K. Davis Vice President None Daren J. Davis Vice President None Michael DeBella Vice President None Sean Degnan Vice President None Robert T. Doak Vice President None Joel D. Donley Vice President None Brett Egner Vice President None NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND BUSINESS ADDRESS* WITH UNDERWRITER OFFICES WITH FUND Stacy Eppen Vice President None Ben Ferwerdo Vice President None Edward Foley Vice President None Don Fuller Vice President None John Gillis Vice President None Joann Godbout Vice President None Matt D. Graham Vice President None William M. Hannold Vice President None Mary Jane Hansen Vice President None Gaby Harman Vice President None Vance Hicks Vice President None Nate Ibarra Vice President None Ryan Issakainen Vice President None Rich Jacquemart Vice President None Rick Johnson Vice President None Greg Keefer Vice President None Tom Knickerbocker Vice President None Christina Knierim Vice President None Thomas E. Kotcher Vice President None Todd Larson Vice President None Daniel Lavin Vice President None Michael P. Leyden Vice President None Keith L. Litavsky Vice President None Eric Maisel Vice President None Grant Markgraf Vice President None NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND BUSINESS ADDRESS* WITH UNDERWRITER OFFICES WITH FUND Bob Markovich Vice President None Stephanie L. Martin Vice President None Marty McFadden Vice President None Nate Memmott Vice President None Sean Moriarty Vice President None Tom Myhre Vice President None John O'Sullivan Vice President None David Pagano Vice President None Scott Patton Vice President None Brian K. Penney Vice President None Blair R. Peterson Vice President None Jason Peterson Vice President None Craig Pierce Vice President None Marisa Prestigiacomo Vice President None Craig Prichard Vice President None David A. Rieger Vice President None James Rowlette Vice President None Ronda L. Saeli Vice President None Rikka Salrin Vice President None Jeffrey M. Samuel Vice President None Peter H. Sandford Vice President None Debra K. Scherbring Vice President None Timothy Schival Vice President None Nim Short Vice President None Edward J. Sistowicz Vice President None NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND BUSINESS ADDRESS* WITH UNDERWRITER OFFICES WITH FUND Cal Smith Vice President None Eric Stoiber Vice President None Terry Swagerty Vice President None Brian Taylor Vice President None Kerry Tazakine Vice President None Timothy Trudo Vice President None Stanley Ueland Vice President Assistant Vice President Bryan Ulmer Vice President None Katherine Urevig Vice President None Barbara E. Vinson Vice President None Dan Waldron Vice President None Jeff Westergaard Vice President None Lewin M. Williams Vice President None Jeffrey S. Barnum Assistant Vice President None Toby A. Bohl Assistant Vice President None Brad Bradley Assistant Vice President None Steve Claiborne Assistant Vice President None Katie D. Collins Assistant Vice President None Ann Marie Giudice Assistant Vice President None Debbie Del Giudice Assistant Vice President None Chris Fallow Assistant Vice President None Ken Harrison Assistant Vice President None Anita K. Henderson Assistant Vice President None James V. Huber Assistant Vice President None Kristen Johanneson Assistant Vice President None NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND BUSINESS ADDRESS* WITH UNDERWRITER OFFICES WITH FUND Daniel C. Keller Assistant Vice President None Coleen D. Lynch Assistant Vice President Assistant Vice President Robert J. Madeja Assistant Vice President None David M. McCammond-Watts Assistant Vice President None Michelle Parker Assistant Vice President None Lynae Peays Assistant Vice President None Steve Schwarting Assistant Vice President None Omar Sepulveda Assistant Vice President None John H. Sherren Assistant Vice President None Michael S. Stange Assistant Vice President None Lee Sussman Assistant Vice President None Christopher J. Thill Assistant Vice President None Dave Tweeten Assistant Vice President None Thomas G. Wisnowski Assistant Vice President None
* All addresses are 120 East Liberty Drive, Wheaton, Illinois 60187, unless otherwise noted. (c) Not Applicable. ITEM 33. LOCATION OF ACCOUNTS AND RECORDS First Trust, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, maintains the Registrant's organizational documents, minutes of meetings, contracts of the Registrant and all advisory material of the investment adviser. The Bank of New York Mellon Corporation ("BONY"), 101 Barclay Street, New York, New York 10286, maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other requirement records not maintained by First Trust. BONY also maintains all the required records in its capacity as transfer, accounting, dividend payment and interest holder service agent for the Registrant. ITEM 34. MANAGEMENT SERVICES Not Applicable. ITEM 35. UNDERTAKINGS Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Wheaton, and State of Illinois, on the 5th day of February, 2010. FIRST TRUST EXCHANGE-TRADED ALPHADEX(R) FUND By: /s/ James A. Bowen ---------------------------------------- James A. Bowen, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
SIGNATURE TITLE DATE Treasurer, Controller and Chief February 5, 2010 /s/ Mark R. Bradley Financial and Accounting Officer ---------------------------------------- Mark R. Bradley President, Chief Executive Officer, February 5, 2010 /s/ James A. Bowen Chairman and Trustee ---------------------------------------- James A. Bowen ) Richard E. Erickson* Trustee ) ) ) BY: /s/ James A. Bowen Thomas R. Kadlec* Trustee ) --------------------- ) James A. Bowen ) Attorney-In-Fact Robert F. Keith* Trustee ) February 5, 2010 ) ) Niel B. Nielson* Trustee )
* Original powers of attorney authorizing James A. Bowen, W. Scott Jardine and Eric F. Fess to execute Registrant's Registration Statement, and Amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement is filed, were previously executed, filed as an exhibit and are incorporated by reference herein. INDEX TO EXHIBITS