As filed with the Securities and Exchange Commission on September 27, 2011
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1933 Act File No. 333-______
1940 Act File No. 811-22528
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. _
[ ] Post-Effective Amendment No. _
and
[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 4
First Trust Energy Infrastructure Fund
Exact Name of Registrant as Specified in Declaration of Trust
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(630) 765-8000
Registrant's Telephone Number, including Area Code
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Eric F. Fess, Esq. Sarah E. Cogan, Esq.
Chapman and Cutler LLP Simpson Thacher & Bartlett LLP
111 West Monroe Street 425 Lexington Avenue
Chicago, Illinois 60603 New York, New York 10017
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement
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If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. [ ]
It is proposed that this filing will become effective (check appropriate box)
[ ] when declared effective pursuant to section 8(c)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed registration statement.
[X] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities
Act registration statement number of the earlier effective registration
statement for the same offering is 333-172439.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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Proposed Maximum Proposed Maximum
Title of Securities Amount Being Offering Price Aggregate Offering Amount of
Being Registered Registered(1) Per Unit Price(2) Registration Fee
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Common Shares, $0.01
par value 2,265,000 $20.00 $45,300,000 $5,259.33
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(1) All of which may be purchased pursuant to an over-allotment option of
2,518,115 shares granted by the Registrant to the Underwriters.
(2) Estimated solely for the purpose of determining the registration fee.
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form N-2 (Reg. No. 333-172439) filed by First Trust Energy
Infrastructure Fund (the "Registrant") with the Securities and Exchange
Commission, declared effective September 27, 2011, are incorporated herein by
reference. On September 27, 2011, the Registrant registered 17,500,000 common
shares in Pre-Effective Amendment No. 3 to the Registrant's Registration
Statement filed on Form N-2. When the common shares previously registered are
combined with the common shares registered herein, the total number of shares
registered by the Registrant is 19,765,000 shares. Any required consents are
listed on an Exhibit Index attached hereto and are filed herewith.
PART C - OTHER INFORMATION
Item 25: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization. Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
Investment Company Act of 1940 were filed with Pre-effective Amendment No. 2 to
the Registration Statement on Form N-2 (File No. 333-172439).
2. Exhibits:
a. Declaration of Trust dated February 22, 2011. (1)
b. By-Laws of Fund. (2)
c. None.
d. None.
e. Terms and Conditions of the Dividend Reinvestment Plan. (3)
f. None.
g.1 Form of Investment Management Agreement between Registrant and First Trust
Advisors L.P. (3)
g.2 Form of Sub-Advisory Agreement between Registrant, First Trust Advisors
L.P. and Energy Income Partners, LLC. (3)
h.1 Form of Underwriting Agreement. (3)
h.2 Form of Master Agreement Among Underwriters. (3)
h.3 Form of Master Selected Dealers Agreement. (3)
i. None.
j. Form of Custodian Services Agreement between Registrant and Fund
Custodian. (3)
k.1 Form of Transfer Agency Services Agreement between Registrant and Fund
Transfer Agent. (3)
k.2 Form of Administration and Accounting Services Agreement. (3)
k.3 Form of Structuring Fee Agreement with Morgan Stanley & Co. LLC. (3)
k.4 Form of Syndication Fee Agreement with Morgan Stanley & Co. LLC. (3)
k.5 Form of Structuring Fee Agreement with Citigroup Global Markets Inc. (3)
k.6 Form of Structuring Fee Agreement with Merrill Lynch, Pierce, Fenner &
Smith Incorporated. (3)
k.7 Form of Structuring Fee Agreement with RBC Capital Markets, LLC. (3)
l.1 Opinion and consent of Chapman and Cutler LLP. (4)
l.2 Opinion and consent of Bingham McCutchen LLP. (4)
m. None.
n. Consent of Independent Registered Public Accounting Firm. (4)
o. None.
p. Subscription Agreement between Registrant and First Trust Advisors L.P.
(3)
q. None.
r.1 Code of Ethics of Registrant. (3)
r.2 Code of Ethics of First Trust Portfolios L.P. (3)
r.3 Code of Ethics of First Trust Advisors L.P. (3)
r.4. Code of Ethics of Energy Income Partners, LLC. (3)
s. Powers of Attorney. (2)
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(1) Filed on February 25, 2011 as Exhibit a. to Registrant's Registration
Statement on Form N-2 (File No. 333-172439) and incorporated herein by
reference.
(2) Filed on July 20, 2011 in Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-2 (File No. 333-172439) and incorporated
herein by reference.
(3) Filed on September 27, 2011 in Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-2 (File No. 333-172439) and
incorporated herein by reference.
(4) Filed herewith.
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Item 26: Marketing Arrangements
See the Form of Underwriting Agreement, the Form of Master Agreement Among
Underwriters, the Form of Master Selected Dealers Agreement, the Form of
Structuring Fee Agreement of Morgan Stanley & Co. LLC, the Form of Syndication
Fee Agreement of Morgan Stanley & Co. LLC, the Form of Structuring Fee Agreement
of Citigroup Global Markets Inc., the Form of Structuring Fee Agreement of
Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Form of Structuring
Fee Agreement of RBC Capital Markets, LLC, filed as Exhibit (h)(1), Exhibit
(h)(2), Exhibit (h)(3), Exhibit (k)(3), Exhibit (k)(4), Exhibit (k)(5), Exhibit
(k)(6) and Exhibit (k)(7), respectively, to Registrant's Registration Statement
filed on Form N-2 (File No. 333-172439).
Item 27: Other Expenses of Issuance and Distribution
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Securities and Exchange Commission Fees $ 40,055
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Financial Industry Regulatory Authority, Inc. Fees $ 40,500
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Printing and Engraving Expenses $150,000
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Legal Fees $388,445
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Listing Fees $ 30,000
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Accounting Expenses $ 16,000
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Blue Sky Filing Fees and Expenses $ --
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Miscellaneous Expenses $ 25,000
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Total $690,000
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Item 28: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 29: Number of Holders of Securities
At September 27, 2011
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Title of Class Number of Record Holders
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Common Shares, $0.01 par value 1
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Item 30: Indemnification
Section 9.5 of the Registrant's Declaration of Trust provides as follows:
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 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.
Section 8 of the Form of Underwriting Agreement filed as Exhibit (h)(1) to
this Registration Statement provides for each of the parties thereto, including
the Registrant and the underwriters, to indemnify the others, their directors,
officers, agents, affiliates and persons who control them against certain
liabilities in connection with the offering described herein, including
liabilities under the federal securities laws.
Item 31: Business and Other Connections of Investment Advisers
(a) First Trust Advisors L.P. ("First Trust Advisors") serves as
investment advisor to the Registrant and the First Defined Portfolio Fund, LLC
and also serves as advisor or sub-advisor to 20 mutual funds, four
exchange-traded funds consisting of 44 series and 14 other 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 Advisors' principal executive
officers involves various activities in connection with the family of unit
investment trusts sponsored by First Trust Portfolios L.P. ("First Trust
Portfolios" or "FTP"). The principal address of First Trust Portfolios is 120
East Liberty Drive, Suite 400, Wheaton, Illinois 60187.
Information as to Other Business, Profession, Vocation or Employment During Past
Two Years of the Officers and Directors of First Trust Advisors is as follows:
NAME AND POSITION WITH FIRST TRUST EMPLOYMENT DURING PAST TWO YEARS
James A. Bowen, Managing Director/ Managing Director/Chief Executive
Chief Executive Officer Officer (December 2010 to Present),
Managing Director/President (prior to
and including December 2008 to December
2010), 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 Chief Financial Officer, Chief Operating
Officer, Chief Operations Officer and Officer and Managing Director (December
Managing Director 2010 to Present), Managing Director
(prior to and including December 2008 to
December 2010), FTP; Chief Financial
Officer, BondWave LLC and Stonebridge
Advisors LLC
Robert F. Carey, Chief Investment Senior Vice President, FTP
Officer and Senior Vice President
W. Scott Jardine, General Counsel General Counsel, FTP and BondWave LLC;
Secretary of Stonebridge Advisors LLC
Kristi A. Maher, Deputy General Deputy General Counsel, FTP
Counsel
Erin Chapman, Assistant General Assistant General Counsel, FTP
Counsel
John Vasko, Assistant General Counsel Assistant General Counsel, FTP
NAME AND POSITION WITH FIRST TRUST EMPLOYMENT DURING PAST TWO YEARS
Amy Lum, Assistant General Counsel Assistant General Counsel, FTP since
November 2010; Of Counsel, The Law
Offices of Beau T. Greiman, August 2009
to March 2010; Associate, Perkins Coie,
April 2008 to August 2009
Lisa Weier, Assistant General Counsel Assistant General Counsel (since January
2011), FTP; Associate, Chapman and
Cutler LLP
R. Scott Hall, Managing Director Managing Director, FTP
Andrew S. Roggensack, Managing Managing Director/President (December
Director/President 2010 to Present), Managing Director
(prior to and including December 2008
to December 2010), FTP
Kathleen Brown, Senior Vice President Senior Vice President and CCO
and Chief Compliance Officer
Elizabeth H. Bull, Senior Vice Senior Vice President, FTP
President
Christopher L. Dixon, Senior Vice Senior Vice President, FTP
President
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 Senior Vice President, FTP
President
David G. McGarel, Senior Vice Senior Vice President, FTP
President
Mitchell Mohr, Senior Vice President Senior Vice President, FTP
Robert M. Porcellino, Senior Vice Senior Vice President, FTP
President
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-Chiappe, 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 Assistant Vice President, FTP
President
Chris Fallow, Assistant Vice President Assistant Vice President, FTP
Kristen Johanneson, Assistant Vice Assistant Vice President, FTP
President
Coleen D. Lynch, Assistant Vice Assistant Vice President, FTP
President
Omar Sepulveda, Assistant Vice Assistant Vice President, FTP
President
John H. Sherren, Assistant Vice Assistant Vice President, FTP
President
Brian Wesbury, Chief Economist Chief Economist, FTP
Rob Stein, Senior Economist Senior Economist, FTP
(b) Sub-Advisor. Energy Income Partners, LLC serves as an investment
sub-advisor of the Fund. Reference is made to: (i) the information set forth
under "Management of the Fund" in the Prospectus and "Sub-Advisor" in the
Statement of Additional Information; and (ii) the Form ADV of Energy Income
Partners, LLC (File No. 801-66907) filed with the Commission, all of which are
incorporated herein by reference.
Item 32: Location of Accounts and Records.
First Trust Advisors L.P. maintains the Declaration of Trust, By-Laws, minutes
of trustees and shareholders meetings and contracts of the Registrant, all
advisory material of the investment adviser, all general and subsidiary ledgers,
journals, trial balances, records of all portfolio purchases and sales, and all
other required records.
Item 33: Management Services
Not applicable.
Item 34: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent
from its net asset value as of the effective date of the Registration
Statement, or (2) the net asset value increases to an amount greater than
its net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant under Rule 497(h) under the
Securities Act of 1933 shall be deemed to be part of the Registration
Statement as of the time it was declared effective; and
b. For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional
Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Wheaton, and State of Illinois, on the 27th day of
September, 2011.
FIRST TRUST ENERGY INFRASTRUCTURE 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.
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Signature Title Date
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/s/ James A. Bowen President, Chairman of the Board September 27, 2011
------------------------------------- and Trustee (Principal Executive
James A. Bowen Officer)
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/s/ Mark R. Bradley Chief Financial Officer and September 27, 2011
------------------------------------- Treasurer (Principal Financial and
Mark R. Bradley Accounting Officer)
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Richard E. Erickson(1) Trustee ) By: /s/ W. Scott Jardine
------------------------------------- -----------------------------------) ---------------------------------
Thomas R. Kadlec(1) Trustee ) W. Scott Jardine
------------------------------------- -----------------------------------) Attorney-In-Fact
Robert F. Keith(1) Trustee ) September 27, 2011
------------------------------------- -----------------------------------)
Niel B. Nielson(1) Trustee )
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(1) Original powers of attorney authorizing James A. Bowen, W. Scott Jardine,
Mark R. Bradley, Kristi A. Maher 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 Pre-Effective Amendment No. 3 is filed, were
previously executed and are filed as Exhibit s. to the Registrant's Registration
Statement on Form N-2 (File No. 333-172439).
INDEX TO EXHIBITS
l.1 Opinion and consent of Chapman and Cutler LLP.
l.2 Opinion and consent of Bingham McCutchen LLP.
n. Consent of Independent Registered Public Accounting Firm.