UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22528
First Trust Energy Infrastructure
Fund
(Exact name of registrant as specified in charter)
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Address of principal executive offices) (Zip code)
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Name and address of agent for service)
registrant's telephone number, including
area code: 630-765-8000
Date of fiscal year end: November
30
Date of reporting period: November
30, 2018
Form N-CSR is to be used by management
investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report
that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking
roles.
A registrant is required to disclose
the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to
respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management
and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden
estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington,
DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders
is attached herewith.
First Trust
Energy
Infrastructure Fund (FIF)
Annual Report
For the
Year Ended
November
30, 2018
First Trust Energy Infrastructure
Fund (FIF)
Annual Report
November 30, 2018
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Caution Regarding
Forward-Looking Statements
This report contains
certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the goals,
beliefs, plans or current expectations of First Trust Advisors L.P. (“First Trust” or the “Advisor”) and/or Energy Income Partners, LLC (“EIP” or the “Sub-Advisor”) and
their respective representatives, taking into account the information currently available to them. Forward-looking statements include all statements that do not relate solely to current or historical fact. For
example, forward-looking statements include the use of words such as “anticipate,” “estimate,” “intend,” “expect,” “believe,” “plan,”
“may,” “should,” “would” or other words that convey uncertainty of future events or outcomes.
Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of First Trust Energy Infrastructure Fund (the “Fund”) to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. When evaluating the information included in this report, you are cautioned not to place
undue reliance on these forward-looking statements, which reflect the judgment of the Advisor and/or Sub-Advisor and their respective representatives only as of the date hereof. We undertake no obligation to publicly
revise or update these forward-looking statements to reflect events and circumstances that arise after the date hereof.
Managed Distribution
Policy
The Board of Trustees of
the Fund has approved a managed distribution policy for the Fund (the “Plan”) in reliance on exemptive relief received from the Securities and Exchange Commission that permits the Fund to make periodic
distributions of long-term capital gains as frequently as monthly each tax year. Under the Plan, the Fund currently intends to continue to pay a recurring monthly distribution in the amount of $0.11 per Common Share
that reflects the distributable cash flow of the Fund. A portion of this monthly distribution may include realized capital gains. This may result in a reduction of the long-term capital gain distribution necessary at
year end by distributing realized capital gains throughout the year. The annual distribution rate is independent of the Fund’s performance during any particular period. Accordingly, you should not draw any
conclusions about the Fund’s investment performance from the amount of any distribution or from the terms of the Plan. The Board of Trustees may amend or terminate the Plan at any time without prior notice to
shareholders.
Performance and Risk
Disclosure
There is no assurance
that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that the market values of securities owned by the Fund will decline and that the value of the Fund
shares may therefore be less than what you paid for them. Accordingly, you can lose money by investing in the Fund. See “Risk Considerations” in the Additional Information section of this report for a
discussion of certain other risks of investing in the Fund.
Performance data quoted
represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. For the most recent month-end performance figures, please visit www.ftportfolios.com or speak with your financial advisor. Investment returns, net asset value and common share price will fluctuate and Fund shares, when sold,
may be worth more or less than their original cost.
The Advisor may also
periodically provide additional information on Fund performance on the Fund’s web page at www.ftportfolios.com.
How to Read This
Report
This report contains
information that may help you evaluate your investment in the Fund. It includes details about the Fund and presents data and analysis that provide insight into the Fund’s performance and investment approach.
By reading the portfolio
commentary by the portfolio management team of the Fund, you may obtain an understanding of how the market environment affected the Fund’s performance. The statistical information that follows may help you
understand the Fund’s performance compared to that of relevant market benchmarks.
It is important to keep
in mind that the opinions expressed by personnel of First Trust and EIP are just that: informed opinions. They should not be considered to be promises or advice. The opinions, like the statistics, cover the period
through the date on the cover of this report. The material risks of investing in the Fund are spelled out in the prospectus, the statement of additional information, this report and other Fund regulatory filings.
First Trust Energy Infrastructure
Fund (FIF)
Annual Letter from the Chairman and
CEO
November 30, 2018
Dear Shareholders,
First Trust is pleased
to provide you with the annual report for the First Trust Energy Infrastructure Fund (the “Fund”), which contains detailed information about your investment for the twelve months ended November 30, 2018,
including a market overview and a performance analysis. We encourage you to read this report carefully and discuss it with your financial advisor.
As I mentioned in my May
2018 letter, 2017 was a very strong year for U.S. and global markets. Investors were rewarded with rising markets and very little volatility. As 2018 began, investors were hoping for another strong year in the
markets. For the entire first quarter, however, increased market volatility was the norm for U.S. and global markets. The markets continued their volatility throughout the second quarter. During April and May, the Dow
Jones Industrial Average (“DJIA”) closed out each month slightly down, but ended both June and July slightly up. August was a strong month for stocks, and the DJIA finished August just under its previous
high in January of 2018. At the close of the third quarter in September, the markets had moved higher into positive territory. In fact, all three major U.S. indices (the Nasdaq Composite Index, the DJIA and the S&
P 500® Index) hit record levels during the third quarter. In October, markets were again very volatile, surprising analysts
and investors alike. Both global and U.S. markets fell on fears of slowing growth, trade wars and higher interest rates. The DJIA was down 5% for October and the MSCI EAFE Index, an index of stocks in 21 developed
markets (excluding the U.S. and Canada), was down 9% for the same period. After another volatile month, the DJIA climbed 617 points (2.5%) on November 28 to post its biggest one-day gain in eight months and ended
November slightly up. The MSCI EAFE Index ended November slightly down.
Based on continued
strong job growth and the economic outlook in the U.S., the Federal Reserve (the “Fed”) raised interest rates in March, June and September. At their September meeting, the Fed also indicated the
possibility of one more rate hike in 2018 as well as three more rate hikes in 2019, however at their November meeting, they announced no additional rate hike. Analysts and investors will be watching to see whether the
Fed raises rates again in December.
Trade tensions have had
an impact on markets around the world and could continue to do so in the future. However, our economists believe that the long-term impact of U.S. tariffs will be to encourage countries to come back to the table and
talk about more equal trade. Despite market volatility, we continue to believe that the combination of low interest rates, low inflation and strong corporate earnings still point to a positive economic environment and
further growth, though we understand that past performance can never guarantee future performance.
We continue to believe
that you should invest for the long term and be prepared for market movements, which can happen at any time. You can do this by keeping current on your portfolio and by speaking regularly with your investment
professional. Markets go up and they also go down, but savvy investors are prepared for either through careful attention to investment goals.
Thank you for giving
First Trust the opportunity to be a part of your financial plan. We value our relationship with you and will report on the Fund again in six months.
Sincerely,
James A. Bowen
Chairman of the Board of Trustees
Chief Executive Officer of First Trust
Advisors L.P.
First Trust Energy Infrastructure Fund
(FIF)
“AT A GLANCE”
As of November 30, 2018
(Unaudited)
Fund Statistics
|
|
Symbol on New York Stock Exchange
| FIF
|
Common Share Price
| $14.86
|
Common Share Net Asset Value (“NAV”)
| $16.79
|
Premium (Discount) to NAV
| (11.49)%
|
Net Assets Applicable to Common Shares
| $294,616,702
|
Current Monthly Distribution per Common Share(1)
| $0.1100
|
Current Annualized Distribution per Common Share
| $1.3200
|
Current Distribution Rate on Common Share Price(2)
| 8.88%
|
Current Distribution Rate on NAV(2)
| 7.86%
|
Common Share Price & NAV (weekly closing price)
Performance
|
|
|
|
|
| Average Annual
Total Return
|
| 1 Year Ended
11/30/18
| 5 Years Ended
11/30/18
| Inception (9/27/11)
to 11/30/18
|
Fund Performance(3)
|
|
|
|
NAV
| -2.83%
| 3.22%
| 8.07%
|
Market Value
| -9.00%
| 1.27%
| 5.57%
|
Index Performance
|
|
|
|
PHLX Utility Sector Index
| 1.65%
| 11.64%
| 10.47%
|
Alerian MLP Total Return Index
| 1.21%
| -5.15%
| 1.94%
|
Blended Index(4)
| 2.16%
| 3.57%
| 6.69%
|
Industry Classification
| % of Total
Investments
|
Electric Power & Transmission
| 38.5%
|
Natural Gas Transmission
| 29.6
|
Petroleum Product Transmission
| 11.9
|
Crude Oil Transmission
| 10.1
|
Propane
| 4.0
|
Natural Gas Gathering & Processing
| 2.4
|
Coal
| 1.9
|
Other
| 1.6
|
Total
| 100.0%
|
Top Ten Holdings
| % of Total
Investments
|
TransCanada Corp.
| 6.9%
|
Kinder Morgan, Inc.
| 5.0
|
Williams (The) Cos., Inc.
| 4.9
|
Public Service Enterprise Group, Inc.
| 4.7
|
Enterprise Products Partners, L.P.
| 4.7
|
Exelon Corp.
| 4.5
|
NextEra Energy Partners, L.P.
| 4.5
|
Enbridge, Inc.
| 3.7
|
American Electric Power Co., Inc.
| 3.5
|
Magellan Midstream Partners, L.P.
| 3.5
|
Total
| 45.9%
|
(1)
| Most recent distribution paid or declared through 11/30/2018. Subject to change in the future.
|
(2)
| Distribution rates are calculated by annualizing the most recent distribution paid or declared through the report date and then dividing by Common Share Price or NAV, as applicable, as of 11/30/2018.
Subject to change in the future.
|
(3)
| Total return is based on the combination of reinvested dividend, capital gain, and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per
share for NAV returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of
future results.
|
(4)
| The blended index consists of the following: PHLX Utility Sector Index (50%) and Alerian MLP Total Return Index (50%).
|
Portfolio Commentary
First Trust Energy
Infrastructure Fund (FIF)
Annual Report
November 30, 2018
(Unaudited)
Advisor
First Trust Advisors L.P.
(“First Trust” or the “Advisor”) serves as the investment advisor to the First Trust Energy Infrastructure Fund (the “Fund”). First Trust is responsible for the ongoing monitoring
of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the Fund.
Sub-Advisor
Energy Income Partners,
LLC
Energy Income Partners,
LLC (“EIP” or the “Sub-Advisor”), located in Westport, CT, serves as the investment sub-advisor to the Fund. EIP was founded in 2003 to provide professional asset management services in the
area of energy-related master limited partnerships and other high-payout securities such as pipeline companies, power utilities, YieldCos, and energy infrastructure real estate investment trusts (“REITs”).
EIP mainly focuses on investments in energy-related infrastructure assets such as pipelines, power transmission and distribution, petroleum storage and terminals that receive fee-based or regulated income from their
corporate and individual customers. EIP manages or supervises approximately $6.0 billion of assets as of November 30, 2018. EIP advises two privately offered partnerships for U.S. high net worth individuals and an
open-end mutual fund. EIP also manages separately managed accounts and provides its model portfolio to unified managed accounts. Finally, EIP serves as a sub-advisor to three closed-end management investment companies
in addition to the Fund, an actively managed exchange-traded fund (“ETF”), a sleeve of an actively managed ETF, a sleeve of a series of a variable insurance trust, and an open-end UCITS fund incorporated
in Ireland. EIP is a registered investment advisor with the Securities and Exchange Commission.
Portfolio Management
Team
James J. Murchie –
Co-Portfolio Manager, Founder and CEO of Energy Income Partners, LLC
Eva Pao –
Co-Portfolio Manager, Principal of Energy Income Partners, LLC
John Tysseland –
Co-Portfolio Manager, Principal of Energy Income Partners, LLC
Commentary
First Trust Energy
Infrastructure Fund
The investment objective
of the Fund is to seek a high level of total return with an emphasis on current distributions paid to shareholders. The Fund pursues its investment objective by investing primarily in securities of companies engaged
in the energy infrastructure sector. These companies principally include publicly-traded master limited partnerships and limited liability companies taxed as partnerships (“MLPs”), MLP affiliates,
YieldCos, pipeline companies, utilities and other infrastructure-related companies that derive at least 50% of their revenues from operating, or providing services in support of, infrastructure assets such as
pipelines, power transmission and petroleum and natural gas storage in the petroleum, natural gas and power generation industries (collectively, “Energy Infrastructure Companies”). For purposes of the
Fund’s investment objective, total return includes capital appreciation of, and all distributions received from, securities in which the Fund invests, taking into account the varying tax characteristics of such
securities. Under normal market conditions, the Fund invests at least 80% of its managed assets (total asset value of the Fund minus the sum of the Fund’s liabilities other than the principal amount of
borrowings) in securities of Energy Infrastructure Companies. There can be no assurance that the Fund will achieve its investment objective. The Fund may not be appropriate for all investors.
Market Recap
As measured by the
Alerian MLP Total Return Index (“AMZX”) and the PHLX Utility Sector Index (“UTY”), the total return for the year ended November 30, 2018 was 1.21% and 1.65%, respectively. While in the short
term, share appreciation of Energy Infrastructure Companies can be volatile, we believe that over the longer term, such share appreciation will approximate growth in annual cash distributions and dividends per
share.
Performance Analysis
On a net asset value
(“NAV”) basis, the Fund provided a total return1 of -2.83%, including the reinvestment of distributions, for the year ended November 30, 2018. This compares, according to
collected data, to a 2.16% return for a blended index consisting of the UTY (50%) and the AMZX (50%) (the “Blended Index”). Unlike the Fund, the Blended Index does not incur fees and expenses. On a market
value basis, the Fund had a total return, including the reinvestment of distributions, of -9.00% for the same period. As of November 30, 2018, the Fund’s market price per share was $14.86, while the NAV per
Common Share was $16.79, a discount of
1
| Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per
share for NAV returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of
future results.
|
Portfolio Commentary (Continued)
First Trust Energy
Infrastructure Fund (FIF)
Annual Report
November 30, 2018
(Unaudited)
11.49%. As of November
30, 2017, the Fund’s market price per share was $17.70, while the NAV per Common Share was $18.73, a discount of 5.50%.
The Fund maintained its
regular monthly Common Share distribution of $0.11 per share for the year ended November 30, 2018.
For the year ended
November 30, 2018, the Fund’s NAV underperformed the 2.16% return of the Blended Index by 499 basis points (“bps”). Generally, the Fund underperformed the Blended Index in part due to overweight
positions in regulated pipeline MLPs and their Canadian Sponsors that were affected by the Federal Energy Regulatory Commission’s (FERC) revised policy on Income Tax Allowance (ITA) for pipelines held by
partnerships (the “Revised Policy Statement”). The Revised Policy Statement denying recovery of an ITA by most partnership-owned pipelines was one of the rare occasions when owning true regulated
monopolies hurt performance. Despite the Fund’s relative performance for the year, we still believe the MLP structure and a high payout ratio are only suitable for a narrow set of long-lived assets that have
stable non-cyclical cash flows, such as regulated pipelines or other infrastructure assets that are legal or natural monopolies. We believe this approach leads to a portfolio of companies at the blue-chip end of the
spectrum with less volatility and higher growth. In our view, these types of companies tend to lag in up markets and outperform in down markets.
An important factor that
affected the return of the Fund was its use of financial leverage through the use of a line of credit. The Fund established a committed facility agreement with The Bank of Nova Scotia with a current maximum commitment
amount of $130,000,000. The Fund uses leverage because its portfolio managers believe that, over time, leverage can enhance total return for common shareholders. However, the use of leverage can also increase the
volatility of the NAV and, therefore, the share price. For example, if the prices of securities held by the Fund decline, the effect of changes in common share NAV and common share total return loss would be magnified
by the use of leverage. Conversely, leverage may enhance common share returns during periods when the prices of securities held by the Fund generally are rising. Unlike the Fund, AMZX and UTY are not leveraged.
Leverage had a negative impact on the performance of the Fund over the reporting period.
Market and Fund Outlook
Many of the assets held
by MLPs were originally constructed decades ago by pipeline and power utilities. When the U.S. deregulated much of the energy industry, these utilities became cyclical commodity companies with too much debt and the
resulting financial stress caused divestment of their pipeline assets to the MLP space that was trading at higher valuations. We believe the reverse trend is happening today. Corporate consolidations and
simplifications are part of that trend. Corporate simplifications involving pipeline companies and their associated MLPs began late in 2014 and have continued in 2018. These simplifications involve the acquisition of
the subsidiary MLP by the C-Corp parent as well as MLPs choosing to become taxable corporations. We believe that the continuation of this trend is supported by FERC’s Revised Policy Statement described above.
While MLPs represented a
way for the industry to lower its cost of financing between 2004 through 2014, the severe correction in the price of crude oil in 2014 caused a collapse in MLP valuations as much of the AMZX had become exposed to
commodity prices between 2004 and 2014. MLP distribution cuts and even some bankruptcies followed. Over the last four years, about 49% of the MLPs in the AMZX have cut or eliminated their dividends. Now, MLPs in the
AMZX trade at valuations that are about 42% lower than 2014, while, during the same period, the valuation multiples of non-MLP energy infrastructure companies like utilities have risen. (Source: Alerian, Bloomberg
L.P., FactSet Research Systems Inc.) MLPs are now in many cases a higher-cost way of financing these industries; the reverse of the conditions that led to the growth of the asset class in the early part of the last
decade. As a result, we are now witnessing the consolidation or simplification of corporate structures where the MLP sleeve of capital is being eliminated when it no longer reduces a company’s cost of equity
financing.
While some stand-alone
pipeline companies are now seeking a lower cost of financing outside of the MLP structure, some cyclical companies continue to use the MLP structure to finance non-cyclical assets through sponsored entities. In most
cases, these sponsored entities formed as MLPs still trade at higher multiples compared to companies in cyclical industries such as refining, oil and gas production, and petrochemicals. Therefore, some of these
cyclical energy companies still have an opportunity to lower their financing costs by divesting stable assets, such as pipelines and related storage facilities, to an MLP subsidiary as a method to reduce the overall
company’s cost of equity financing. The number and size of these sponsored entities have continued to grow with initial public offerings in 2018, while the number of stand-alone MLPs has declined. (Source: U.S.
Capital Advisors) Whether from the perspective of a diversified energy company seeking to lower its overall financing costs or the energy industry in its entirety, we believe it is fair to say that generally MLPs are
created when they lower the cost of equity financing and eliminated when they don’t.
Historically, the
pipeline utility industry has moved in very long cycles and we believe the cycle that saw most of U.S. pipeline assets move to the MLP space due to the MLP being a superior financing tool is reversing. In our view,
the investment merits of owning these assets (stable, slow-growing earnings with a high dividend payout ratio) have not changed. The Fund continues to seek to invest
Portfolio Commentary (Continued)
First Trust Energy
Infrastructure Fund (FIF)
Annual Report
November 30, 2018
(Unaudited)
primarily in energy
infrastructure companies, including MLPs, with mostly non-cyclical cash flows, investment-grade ratings, conservative balance sheets, modest and/or flexible organic growth commitments and liquidity on their revolving
lines of credit. Non-cyclical cash flows are, in our opinion, a good fit with a steady anticipated dividend distribution that is meant to be most, or all, of an energy infrastructure company’s free cash flow.
First Trust Energy Infrastructure Fund
(FIF)
Portfolio of Investments
November 30, 2018
Shares/
Units
|
| Description
|
| Value
|
COMMON STOCKS (a) – 81.8%
|
|
| Electric Utilities – 27.5%
|
|
|
165,500
|
| Alliant Energy Corp.
|
| $7,512,045
|
163,400
|
| American Electric Power Co., Inc. (b)
|
| 12,702,716
|
71,000
|
| Duke Energy Corp. (b)
|
| 6,288,470
|
122,700
|
| Emera, Inc. (CAD)
|
| 4,118,782
|
104,000
|
| Eversource Energy (b)
|
| 7,107,360
|
354,000
|
| Exelon Corp. (b)
|
| 16,422,060
|
178,000
|
| Fortis, Inc. (CAD)
|
| 6,182,742
|
14,500
|
| Hydro One Ltd. (CAD) (c)
|
| 214,556
|
40,900
|
| IDACORP, Inc.
|
| 4,018,016
|
26,100
|
| NextEra Energy, Inc. (b)
|
| 4,742,631
|
144,900
|
| PPL Corp. (b)
|
| 4,432,491
|
141,600
|
| Xcel Energy, Inc. (b)
|
| 7,426,920
|
|
|
|
| 81,168,789
|
|
| Gas Utilities – 5.5%
|
|
|
32,800
|
| Atmos Energy Corp.
|
| 3,137,976
|
2,510
|
| Chesapeake Utilities Corp.
|
| 215,961
|
69,700
|
| New Jersey Resources Corp.
|
| 3,382,541
|
166,718
|
| UGI Corp.
|
| 9,577,949
|
|
|
|
| 16,314,427
|
|
| Multi-Utilities – 15.6%
|
|
|
109,200
|
| ATCO, Ltd., Class I (CAD)
|
| 3,339,326
|
154,400
|
| Canadian Utilities Ltd., Class A (CAD)
|
| 3,639,640
|
126,100
|
| CMS Energy Corp.
|
| 6,568,549
|
95,292
|
| National Grid PLC, ADR
|
| 5,093,358
|
150,600
|
| NiSource, Inc. (b)
|
| 3,978,852
|
304,400
|
| Public Service Enterprise Group, Inc. (b)
|
| 17,015,960
|
27,600
|
| Sempra Energy (b)
|
| 3,180,072
|
41,600
|
| WEC Energy Group, Inc.
|
| 3,015,168
|
|
|
|
| 45,830,925
|
|
| Oil, Gas & Consumable Fuels – 32.8%
|
|
|
405,347
|
| Enbridge, Inc.
|
| 13,267,007
|
240,300
|
| Equitrans Midstream Corp.
|
| 5,363,496
|
219,700
|
| Inter Pipeline, Ltd. (CAD)
|
| 3,532,000
|
224,500
|
| Keyera Corp. (CAD)
|
| 4,916,983
|
1,054,575
|
| Kinder Morgan, Inc.
|
| 18,001,595
|
108,953
|
| ONEOK, Inc. (b)
|
| 6,692,983
|
44,200
|
| Targa Resources Corp. (b)
|
| 1,972,646
|
610,170
|
| TransCanada Corp. (b)
|
| 24,968,157
|
706,600
|
| Williams (The) Cos., Inc. (b)
|
| 17,891,112
|
|
|
|
| 96,605,979
|
|
| Water Utilities – 0.4%
|
|
|
11,800
|
| American Water Works Co., Inc.
|
| 1,125,838
|
|
| Total Common Stocks
|
| 241,045,958
|
|
| (Cost $235,481,653)
|
|
|
MASTER LIMITED PARTNERSHIPS (a) – 41.1%
|
|
| Chemicals – 0.2%
|
|
|
29,500
|
| Westlake Chemical Partners, L.P.
|
| 670,240
|
|
| Gas Utilities – 1.7%
|
|
|
132,852
|
| AmeriGas Partners, L.P.
|
| 4,936,780
|
See Notes to Financial Statements
Page 7
First Trust Energy Infrastructure Fund
(FIF)
Portfolio of Investments
(Continued)
November 30, 2018
Shares/
Units
|
| Description
|
| Value
|
MASTER LIMITED PARTNERSHIPS (a) (Continued)
|
|
| Independent Power and Renewable Electricity Producers – 5.5%
|
|
|
347,055
|
| NextEra Energy Partners, L.P. (d)
|
| $16,207,469
|
|
| Oil, Gas & Consumable Fuels – 33.7%
|
|
|
359,041
|
| Alliance Resource Partners, L.P.
|
| 7,055,156
|
145,944
|
| BP Midstream Partners, L.P.
|
| 2,462,075
|
54,400
|
| Buckeye Partners, L.P. (b)
|
| 1,608,064
|
826,680
|
| Energy Transfer, L.P. (b)
|
| 12,044,728
|
645,000
|
| Enterprise Products Partners, L.P. (b)
|
| 16,931,250
|
142,600
|
| EQM Midstream Partners, L.P.
|
| 6,796,316
|
196,276
|
| Holly Energy Partners, L.P.
|
| 5,521,244
|
209,500
|
| Magellan Midstream Partners, L.P. (b)
|
| 12,670,560
|
62,433
|
| MPLX, L.P.
|
| 2,068,405
|
109,600
|
| Phillips 66 Partners, L.P.
|
| 5,140,240
|
379,900
|
| Plains GP Holdings, L.P., Class A (d)
|
| 8,407,187
|
87,200
|
| Shell Midstream Partners, L.P.
|
| 1,642,848
|
11,221
|
| Spectra Energy Partners, L.P.
|
| 406,761
|
343,013
|
| TC PipeLines, L.P.
|
| 10,218,357
|
58,202
|
| TransMontaigne Partners, L.P.
|
| 2,390,938
|
61,000
|
| Western Gas Equity Partners, L.P.
|
| 1,767,780
|
43,700
|
| Western Gas Partners, L.P.
|
| 1,942,028
|
|
|
|
| 99,073,937
|
|
| Total Master Limited Partnerships
|
| 120,888,426
|
|
| (Cost $117,638,540)
|
|
|
REAL ESTATE INVESTMENT TRUSTS (a) – 0.5%
|
|
| Equity Real Estate Investment Trusts – 0.5%
|
|
|
42,601
|
| CorEnergy Infrastructure Trust, Inc.
|
| 1,544,287
|
|
| (Cost $1,176,405)
|
|
|
|
| Total Investments – 123.4%
|
| 363,478,671
|
|
| (Cost $354,296,598) (e)
|
|
|
Number of Contracts
|
| Description
|
| Notional Amount
|
| Exercise Price
|
| Expiration Date
|
| Value
|
CALL OPTIONS WRITTEN – (0.9)%
|
1,020
|
| American Electric Power Co., Inc
|
| $7,929,480
|
| $77.50
|
| Jan 2019
|
| (195,840)
|
10
|
| Buckeye Partners L.P.
|
| 29,560
|
| 33.00
|
| Feb 2019
|
| (425)
|
500
|
| Buckeye Partners L.P.
|
| 1,478,000
|
| 36.00
|
| Feb 2019
|
| (12,500)
|
710
|
| Duke Energy Corp.
|
| 6,288,470
|
| 87.50
|
| Jan 2019
|
| (200,220)
|
3,000
|
| Energy Transfer L.P.
|
| 4,371,000
|
| 17.00
|
| Dec 2018
|
| (9,000)
|
4,747
|
| Energy Transfer L.P.
|
| 6,916,379
|
| 16.00
|
| Jan 2019
|
| (118,675)
|
3,400
|
| Enterprise Products Partners L.P.
|
| 8,925,000
|
| 28.00
|
| Jan 2019
|
| (95,200)
|
20
|
| Eversource Energy
|
| 136,680
|
| 70.00
|
| Jan 2019
|
| (1,300)
|
955
|
| Eversource Energy
|
| 6,526,470
|
| 70.00
|
| Apr 2019
|
| (169,513)
|
1,200
|
| Exelon Corp.
|
| 5,566,800
|
| 47.00
|
| Apr 2019
|
| (204,000)
|
290
|
| Magellan Midstream Partners L.P.
|
| 1,753,920
|
| 65.00
|
| Jan 2019
|
| (10,730)
|
1,673
|
| Magellan Midstream Partners L.P.
|
| 10,118,304
|
| 67.50
|
| Jan 2019
|
| (25,095)
|
80
|
| NextEra Energy, Inc.
|
| 1,453,680
|
| 180.00
|
| Jan 2019
|
| (43,120)
|
165
|
| NextEra Energy, Inc.
|
| 2,998,215
|
| 185.00
|
| Jan 2019
|
| (44,550)
|
1,382
|
| NiSource, Inc.
|
| 3,651,244
|
| 27.00
|
| Jan 2019
|
| (69,100)
|
1,000
|
| ONEOK, Inc.
|
| 6,143,000
|
| 70.00
|
| Jan 2019
|
| (15,000)
|
1,300
|
| PPL Corp.
|
| 3,976,700
|
| 32.00
|
| Dec 2018
|
| (10,400)
|
30
|
| PPL Corp.
|
| 91,770
|
| 31.00
|
| Jan 2019
|
| (1,650)
|
2,853
|
| Public Service Enterprise Group, Inc.
|
| 15,948,270
|
| 55.00
|
| Mar 2019
|
| (679,014)
|
254
|
| Sempra Energy (f)
|
| 2,926,588
|
| 120.00
|
| Dec 2018
|
| (6,350)
|
406
|
| Targa Resources Corp. (f)
|
| 1,811,978
|
| 60.00
|
| Jan 2019
|
| (406)
|
Page 8
See Notes to Financial Statements
First Trust Energy Infrastructure Fund
(FIF)
Portfolio of Investments
(Continued)
November 30, 2018
Number of Contracts
|
| Description
|
| Notional Amount
|
| Exercise Price
|
| Expiration Date
|
| Value
|
CALL OPTIONS WRITTEN (Continued)
|
1,850
|
| TransCanada Corp.
|
| $7,570,200
|
| $42.50
|
| Dec 2018
|
| $(44,426)
|
1,621
|
| Williams (The) Cos., Inc.
|
| 4,104,372
|
| 28.00
|
| Dec 2018
|
| (9,726)
|
4,000
|
| Williams (The) Cos., Inc.
|
| 10,128,000
|
| 26.00
|
| Jan 2019
|
| (236,000)
|
1,300
|
| Xcel Energy, Inc.
|
| 6,818,500
|
| 50.00
|
| Dec 2018
|
| (325,000)
|
|
| Total Call Options Written
|
| (2,527,240)
|
|
| (Premiums received $1,752,503)
|
|
|
|
|
|
|
|
|
| Outstanding Loans – (35.5)%
|
| (104,500,000)
|
| Net Other Assets and Liabilities – 13.0%
|
| 38,165,271
|
| Net Assets – 100.0%
|
| $294,616,702
|
Interest Rate Swap Agreements:
Counterparty
|
| Floating Rate (1)
|
| Expiration Date
|
| Notional
Amount
|
| Fixed
Rate (1)
|
| Unrealized
Appreciation
(Depreciation)/
Value
|
Bank of Nova Scotia
|
| 1 month LIBOR
|
| 10/08/20
|
| $36,475,000
|
| 2.121%
|
| $435,279
|
Bank of Nova Scotia
|
| 1 month LIBOR
|
| 09/03/24
|
| 36,475,000
|
| 2.367%
|
| 892,096
|
|
|
|
|
|
| $72,950,000
|
|
|
| $1,327,375
|
(1)
| The Fund pays the fixed rate and receives the floating rate, however, no cash payments are made by either party prior the expiration dates shown above. The
floating rate on November 30, 2018 was 2.317% and 2.314%, respectively.
|
|
(a)
| All of these securities are available to serve as collateral for the outstanding loans.
|
(b)
| All or a portion of this security’s position represents cover for outstanding options written.
|
(c)
| This security is restricted in the U.S. and cannot be offered for public sale without first being registered under the Securities Act of 1933, as amended. This security is not
restricted on the foreign exchange where it trades freely without any additional registration. As such, it does not require the additional disclosure required of restricted securities.
|
(d)
| Security is taxed as a “C” corporation for federal income tax purposes.
|
(e)
| Aggregate cost for federal income tax purposes was $341,690,455. As of November 30, 2018, the aggregate gross unrealized appreciation for all investments in which there was an excess
of value over tax cost was $43,069,564 and the aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value was $22,536,679. The net unrealized appreciation was
$20,532,885. The amounts presented are inclusive of derivative contracts.
|
(f)
| This investment is fair valued by the Advisor’s Pricing Committee in accordance with procedures adopted by the Fund’s Board of Trustees, and in
accordance with the provisions of the Investment Company Act of 1940, as amended. At November 30, 2018, investments noted as such are valued at $(6,756) or (0.0)% of net assets.
|
ADR
| American Depositary Receipt
|
CAD
| Canadian Dollar - Security is denominated in Canadian Dollars and is translated into U.S. Dollars based upon the current exchange rate.
|
See Notes to Financial Statements
Page 9
First Trust Energy Infrastructure Fund
(FIF)
Portfolio of Investments
(Continued)
November 30, 2018
Valuation Inputs
A summary of the inputs
used to value the Fund’s investments as of November 30, 2018 is as follows (see Note 3A - Portfolio Valuation in the Notes to Financial Statements):
ASSETS TABLE
|
| Total
Value at
11/30/2018
| Level 1
Quoted
Prices
| Level 2
Significant
Observable
Inputs
| Level 3
Significant
Unobservable
Inputs
|
Common Stocks*
| $ 241,045,958
| $ 241,045,958
| $ —
| $ —
|
Master Limited Partnerships*
| 120,888,426
| 120,888,426
| —
| —
|
Real Estate Investment Trusts*
| 1,544,287
| 1,544,287
| —
| —
|
Total Investments
| 363,478,671
| 363,478,671
| —
| —
|
Interest Rate Swap Agreements
| 1,327,375
| —
| 1,327,375
| —
|
Total
| $ 364,806,046
| $ 363,478,671
| $ 1,327,375
| $—
|
LIABILITIES TABLE |
| Total
Value at
11/30/2018
| Level 1
Quoted
Prices
| Level 2
Significant
Observable
Inputs
| Level 3
Significant
Unobservable
Inputs
|
Call Options Written
| $ (2,527,240)
| $ (2,077,025)
| $ (450,215)
| $ —
|
*
| See Portfolio of Investments for industry breakout.
|
Page 10
See Notes to Financial Statements
First Trust Energy Infrastructure Fund
(FIF)
Statement of Assets and
Liabilities
November 30, 2018
ASSETS:
|
|
Investments, at value
(Cost $354,296,598)
| $ 363,478,671
|
Cash
| 37,288,219
|
Foreign currency (Cost $228,510)
| 228,424
|
Cash segregated as collateral for open swap contracts
| 117,051
|
Swap contracts, at value
| 1,327,375
|
Dividends receivable
| 729,604
|
Prepaid expenses
| 1,805
|
Total Assets
| 403,171,149
|
LIABILITIES:
|
|
Outstanding loans
| 104,500,000
|
Options written, at value (Premiums received $1,752,503)
| 2,527,240
|
Payables:
|
|
Investment securities purchased
| 844,347
|
Investment advisory fees
| 326,035
|
Interest and fees on loans
| 238,313
|
Audit and tax fees
| 49,550
|
Shareholder reporting fees
| 26,111
|
Administrative fees
| 18,877
|
Custodian fees
| 13,690
|
Legal fees
| 3,204
|
Trustees’ fees and expenses
| 2,755
|
Transfer agent fees
| 1,847
|
Financial reporting fees
| 771
|
Other liabilities
| 1,707
|
Total Liabilities
| 108,554,447
|
NET ASSETS
| $294,616,702
|
NET ASSETS consist of:
|
|
Paid-in capital
| $ 286,146,813
|
Par value
| 175,502
|
Accumulated distributable earnings (loss)
| 8,294,387
|
NET ASSETS
| $294,616,702
|
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share)
| $16.79
|
Number of Common Shares outstanding (unlimited number of Common Shares has been authorized)
| 17,550,236
|
See Notes to Financial Statements
Page 11
First Trust Energy Infrastructure Fund
(FIF)
Statement of Operations
For the Year Ended November
30, 2018
INVESTMENT INCOME:
|
|
Dividends (net of foreign withholding tax of $601,937)
| $ 10,579,038
|
Interest
| 56,393
|
Other
| 10
|
Total investment income
| 10,635,441
|
EXPENSES:
|
|
Investment advisory fees
| 4,068,705
|
Interest and fees on loans
| 2,908,705
|
Administrative fees
| 200,804
|
Shareholder reporting fees
| 153,532
|
Custodian fees
| 56,163
|
Audit and tax fees
| 48,744
|
Transfer agent fees
| 24,559
|
Listing expense
| 22,662
|
Legal fees
| 17,507
|
Trustees’ fees and expenses
| 16,351
|
Financial reporting fees
| 9,250
|
Other
| 33,564
|
Total expenses
| 7,560,546
|
NET INVESTMENT INCOME (LOSS)
| 3,074,895
|
NET REALIZED AND UNREALIZED GAIN (LOSS):
|
|
Net realized gain (loss) on:
|
|
Investments
| (6,647,953)
|
Written options
| 3,942,156
|
Swap contracts
| (315,049)
|
Foreign currency transactions
| (71,389)
|
Net realized gain (loss)
| (3,092,235)
|
Net change in unrealized appreciation (depreciation) on:
|
|
Investments
| (13,522,398)
|
Written options
| 588,974
|
Swap contracts
| 2,014,309
|
Foreign currency translation
| (194)
|
Net change in unrealized appreciation (depreciation)
| (10,919,309)
|
NET REALIZED AND UNREALIZED GAIN (LOSS)
| (14,011,544)
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
| $(10,936,649)
|
Page 12
See Notes to Financial Statements
First Trust Energy Infrastructure Fund
(FIF)
Statements of Changes in
Net Assets
| Year
Ended
11/30/2018
|
| Year
Ended
11/30/2017
|
OPERATIONS:
|
|
|
|
Net investment income (loss)
| $ 3,074,895
|
| $ 4,583,581
|
Net realized gain (loss)
| (3,092,235)
|
| 16,532,879
|
Net change in unrealized appreciation (depreciation)
| (10,919,309)
|
| (8,259,803)
|
Net increase (decrease) in net assets resulting from operations
| (10,936,649)
|
| 12,856,657
|
DISTRIBUTIONS TO SHAREHOLDERS FROM:
|
|
|
|
Investment operations
| (11,035,332)
|
|
|
Net investment income
|
|
| (3,193,583)
|
Net realized gain
|
|
| (4,864,485)
|
Return of capital
| (12,130,979)
|
| (15,108,243)
|
Total distributions to shareholders
| (23,166,311)
|
| (23,166,311)
|
Total increase (decrease) in net assets
| (34,102,960)
|
| (10,309,654)
|
NET ASSETS:
|
|
|
|
Beginning of period
| 328,719,662
|
| 339,029,316
|
End of period
| $ 294,616,702
|
| $ 328,719,662
|
Accumulated net investment income (loss) at end of period
|
|
| $15,460,499
|
COMMON SHARES:
|
|
|
|
Common Shares at end of period *
| 17,550,236
|
| 17,550,236
|
*
| On September 15, 2016, the Fund commenced a share repurchase program. The program continued until March 15, 2017. The Fund did not repurchase any common shares
while the program was in effect.
|
See Notes to Financial Statements
Page 13
First Trust Energy Infrastructure Fund
(FIF)
Statement of Cash Flows
For the Year Ended November
30, 2018
Cash flows from operating activities:
|
|
|
Net increase (decrease) in net assets resulting from operations
| $(10,936,649)
|
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating
activities:
|
|
|
Purchases of investments
| (227,806,401)
|
|
Sales, maturities and paydown of investments
| 265,048,287
|
|
Proceeds from written options
| 7,533,431
|
|
Amount paid to close written options
| (2,511,164)
|
|
Return of capital received from investment in MLPs
| 7,121,277
|
|
Net realized gain/loss on investments and written options
| 2,705,797
|
|
Net change in unrealized appreciation/depreciation on investments and written options
| 12,933,424
|
|
Net change in unrealized appreciation/depreciation on swap contracts
| (2,014,309)
|
|
Decrease in cash segregated as collateral for open swap contracts
| 3,615,049
|
|
Changes in assets and liabilities:
|
|
|
Decrease in dividends receivable
| 48,353
|
|
Decrease in prepaid expenses
| 4,949
|
|
Increase in interest and fees payable on loans
| 231,809
|
|
Decrease in investment advisory fees payable
| (34,155)
|
|
Decrease in audit and tax fees payable
| (1,928)
|
|
Decrease in legal fees payable
| (149)
|
|
Decrease in shareholder reporting fees payable
| (11,851)
|
|
Decrease in administrative fees payable
| (1,217)
|
|
Increase in custodian fees payable
| 3,808
|
|
Decrease in transfer agent fees payable
| (2,325)
|
|
Decrease in Trustees’ fees and expenses payable
| (39)
|
|
Increase in other liabilities payable
| 1,339
|
|
Cash provided by operating activities
|
| $55,927,336
|
Cash flows from financing activities:
|
|
|
Distributions to Common Shareholders from investment operations
| (11,035,332)
|
|
Distributions to Common Shareholders from return of capital
| (12,130,979)
|
|
Repayment of borrowings
| (20,500,000)
|
|
Proceeds from borrowings
| 13,500,000
|
|
Cash used in financing activities
|
| (30,166,311)
|
Increase in cash and foreign currency (a)
|
| 25,761,025
|
Cash and foreign currency at beginning of period
|
| 11,755,618
|
Cash and foreign currency at end of period
|
| $37,516,643
|
Supplemental disclosure of cash flow information:
|
|
|
Cash paid during the period for interest and fees
|
| $2,676,896
|
(a)
| Includes net change in unrealized appreciation (depreciation) on foreign currency of $(194).
|
Page 14
See Notes to Financial Statements
First Trust Energy Infrastructure Fund
(FIF)
Financial Highlights
For a Common Share
outstanding throughout each period
| Year Ended November 30,
|
2018
|
| 2017
|
| 2016
|
| 2015
|
| 2014
|
Net asset value, beginning of period
| $ 18.73
|
| $ 19.32
|
| $ 18.19
|
| $ 25.97
|
| $ 22.30
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
| 0.18
|
| 0.26
|
| 0.21
|
| 0.34
|
| 0.22
|
Net realized and unrealized gain (loss)
| (0.80)
|
| 0.47
|
| 2.58 (a)
|
| (6.80)
|
| 6.20
|
Total from investment operations
| (0.62)
|
| 0.73
|
| 2.79
|
| (6.46)
|
| 6.42
|
Distributions paid to shareholders from:
|
|
|
|
|
|
|
|
|
|
Net investment income
| (0.63)
|
| (0.18)
|
| (0.23)
|
| (0.36)
|
| (0.45)
|
Net realized gain
| —
|
| (0.28)
|
| (0.30)
|
| (0.96)
|
| (2.21)
|
Return of capital
| (0.69)
|
| (0.86)
|
| (1.13)
|
| —
|
| (0.09)
|
Total distributions paid to Common Shareholders
| (1.32)
|
| (1.32)
|
| (1.66)
|
| (1.32)
|
| (2.75)
|
Net asset value, end of period
| $16.79
|
| $18.73
|
| $19.32
|
| $18.19
|
| $25.97
|
Market value, end of period
| $14.86
|
| $17.70
|
| $18.83
|
| $16.16
|
| $23.00
|
Total return based on net asset value (b)
| (2.83)%
|
| 4.09%
|
| 18.35% (a)
|
| (25.29)%
|
| 31.02%
|
Total return based on market value (b)
| (9.00)%
|
| 0.93%
|
| 29.84%
|
| (25.05)%
|
| 19.18%
|
Ratios to average net assets/supplemental data:
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in 000’s)
| $ 294,617
|
| $ 328,720
|
| $ 339,029
|
| $ 319,282
|
| $ 455,849
|
Ratio of total expenses to average net assets
| 2.50%
|
| 2.20%
|
| 1.95%
|
| 1.83%
|
| 1.80%
|
Ratio of total expenses to average net assets excluding interest expense and fees on loans
| 1.54%
|
| 1.53%
|
| 1.54%
|
| 1.49%
|
| 1.53%
|
Ratio of net investment income (loss) to average net assets
| 1.02%
|
| 1.34%
|
| 1.14%
|
| 1.47%
|
| 0.88%
|
Portfolio turnover rate
| 58%
|
| 42%
|
| 72%
|
| 42%
|
| 42%
|
Indebtedness:
|
|
|
|
|
|
|
|
|
|
Total loans outstanding (in 000’s)
| $ 104,500
|
| $ 111,500
|
| $ 121,500
|
| $ 110,500
|
| $ 158,000
|
Asset coverage per $1,000 of indebtedness (c)
| $ 3,819
|
| $ 3,948
|
| $ 3,790
|
| $ 3,889
|
| $ 3,885
|
(a)
| During the year ended November 30, 2016, the Fund received a reimbursement from the sub-advisor in the amount of $1,600 in connection with a trade error, which represents less than
$0.01 per share. Since the sub-advisor reimbursed the Fund, there was no effect on the total return.
|
(b)
| Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan, and
changes in net asset value per share for net asset value returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one
year. Past performance is not indicative of future results.
|
(c)
| Calculated by subtracting the Fund’s total liabilities (not including the loans outstanding) from the Fund’s total assets, and dividing by the
outstanding loans balance in 000’s.
|
See Notes to Financial Statements
Page 15
Notes to Financial Statements
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
1. Organization
First Trust Energy
Infrastructure Fund (the “Fund”) is a non-diversified, closed-end management investment company organized as a Massachusetts business trust on February 22, 2011, and is registered with the Securities and
Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund trades under the ticker symbol FIF on the New York Stock Exchange
(“NYSE”).
The Fund’s
investment objective is to seek a high level of total return with an emphasis on current distributions paid to shareholders. The Fund pursues its investment objective by investing primarily in securities of companies
engaged in the energy infrastructure sector. These companies principally include publicly-traded master limited partnerships and limited liability companies taxed as partnerships (“MLPs”), MLP affiliates,
YieldCos, pipeline companies, utilities and other infrastructure-related companies that derive at least 50% of their revenues from operating, or providing services in support of, infrastructure assets such as
pipelines, power transmission and petroleum and natural gas storage in the petroleum, natural gas and power generation industries (collectively, “Energy Infrastructure Companies”). For purposes of the
Fund’s investment objective, total return includes capital appreciation of, and all distributions received from, securities in which the Fund invests, taking into account the varying tax characteristics of such
securities. Under normal market conditions, the Fund invests at least 80% of its managed assets (total asset value of the Fund minus the sum of the Fund’s liabilities other than the principal amount of
borrowings) in securities of Energy Infrastructure Companies. There can be no assurance that the Fund will achieve its investment objective. The Fund may not be appropriate for all investors.
2. Managed
Distribution Policy
The Board of Trustees of
the Fund has approved a managed distribution policy for the Fund (the “Plan”) in reliance on exemptive relief received from the SEC that permits the Fund to make periodic distributions of long-term capital
gains as frequently as monthly each tax year. Under the Plan, the Fund currently intends to continue to pay a recurring monthly distribution in the amount of $0.11 per Common Share that reflects the distributable cash
flow of the Fund. A portion of this monthly distribution may include realized capital gains. This may result in a reduction of the long-term capital gain distribution necessary at year end by distributing realized
capital gains throughout the year. The annual distribution rate is independent of the Fund’s performance during any particular period. Accordingly, you should not draw any conclusions about the Fund’s
investment performance from the amount of any distribution or from the terms of the Plan. The Board of Trustees may amend or terminate the Plan at any time without prior notice to shareholders.
3. Significant
Accounting Policies
The Fund is considered an
investment company and follows accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial
Services-Investment Companies.” The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. The preparation of the financial
statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from those estimates.
A. Portfolio
Valuation
The net asset value
(“NAV”) of the Common Shares of the Fund is determined daily as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. If the NYSE closes
early on a valuation day, the NAV is determined as of that time. Foreign securities are priced using data reflecting the earlier closing of the principal markets for those securities. The Fund’s NAV per Common
Share is calculated by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses, the value of call options written (sold), dividends
declared but unpaid, and any borrowings of the Fund) by the total number of Common Shares outstanding.
The Fund’s
investments are valued daily at market value or, in the absence of market value with respect to any portfolio securities, at fair value. Market value prices represent last sale or official closing prices from a
national or foreign exchange (i.e., a regulated market) and are primarily obtained from third-party pricing services. Fair value prices represent any prices not considered market value prices and are either obtained
from a third-party pricing service or are determined by the Pricing Committee of the Fund’s investment advisor, First Trust Advisors L.P. (“First Trust” or the “Advisor”), in accordance
with valuation procedures adopted by the Fund’s Board of Trustees, and in accordance with provisions of the 1940 Act. Investments valued by the Advisor’s Pricing Committee, if any, are footnoted as such in
the footnotes to the Portfolio of Investments. The Fund’s investments are valued as follows:
Common
stocks, MLPs, real estate investment trusts (“REITs”), and other equity securities listed on any national or foreign exchange (excluding The Nasdaq Stock Market LLC (“Nasdaq”) and the London
Stock Exchange Alternative Investment Market (“AIM”)) are valued at the last sale price on the exchange on which they are principally traded or, for Nasdaq and AIM
Notes to Financial Statements (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
securities, the
official closing price. Securities traded on more than one securities exchange are valued at the last sale price or official closing price, as applicable, at the close of the securities exchange representing the
principal market for such securities.
Exchange-traded options contracts are valued at the closing price in the market where such contracts are principally traded. If no closing price is available, exchange-traded options contracts are fair valued at the
mean of their most recent bid and asked price, if available, and otherwise at their closing bid price. Over-the-counter options contracts are fair valued at the mean of their most recent bid and asked price, if
available, and otherwise at their closing bid price.
Securities traded in an over-the-counter market are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price.
Swaps
are fair valued utilizing quotations provided by a third-party pricing service or, if the third-party pricing service does not provide a value, by quotes provided by the selling dealer or financial institution.
Certain securities may
not be able to be priced by pre-established pricing methods. Such securities may be valued by the Fund’s Board of Trustees or its delegate, the Advisor’s Pricing Committee, at fair value. These securities
generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a third-party pricing service is
unable to provide a market price; securities whose trading has been formally suspended; a security whose market or fair value price is not available from a pre-established pricing source; a security with respect to
which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible to obtain a
reliable market quotation; and a security whose price, as provided by the third-party pricing service, does not reflect the security’s fair value. As a general principle, the current fair value of a security
would appear to be the amount which the owner might reasonably expect to receive for the security upon its current sale. When fair value prices are used, generally they will differ from market quotations or official
closing prices on the applicable exchanges. A variety of factors may be considered in determining the fair value of such securities, including, but not limited to, the following:
1)
| the type of security;
|
2)
| the size of the holding;
|
3)
| the initial cost of the security;
|
4)
| transactions in comparable securities;
|
5)
| price quotes from dealers and/or third-party pricing services;
|
6)
| relationships among various securities;
|
7)
| information obtained by contacting the issuer, analysts, or the appropriate stock exchange;
|
8)
| an analysis of the issuer’s financial statements; and
|
9)
| the existence of merger proposals or tender offers that might affect the value of the security.
|
If the securities in
question are foreign securities, the following additional information may be considered:
1)
| the value of similar foreign securities traded on other foreign markets;
|
2)
| ADR trading of similar securities;
|
3)
| closed-end fund or exchange-traded fund trading of similar securities;
|
4)
| foreign currency exchange activity;
|
5)
| the trading prices of financial products that are tied to baskets of foreign securities;
|
6)
| factors relating to the event that precipitated the pricing problem;
|
7)
| whether the event is likely to recur; and
|
8)
| whether the effects of the event are isolated or whether they affect entire markets, countries or regions.
|
The Fund is subject to
fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-level hierarchy for fair valuation based upon the inputs to the valuation as of the
measurement date. The three levels of the fair value hierarchy are as follows:
•
| Level 1 – Level 1 inputs are quoted prices in active markets for identical investments. An active market is a market in which transactions for the investment occur with sufficient frequency and
volume to provide pricing information on an ongoing basis.
|
•
| Level 2 – Level 2 inputs are observable inputs, either directly or indirectly, and include the following:
|
o
| Quoted prices for similar investments in active markets.
|
Notes to Financial Statements (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
o
| Quoted prices for identical or similar investments in markets that are non-active. A non-active market is a market where there are few transactions for the investment, the prices are not current, or
price quotations vary substantially either over time or among market makers, or in which little information is released publicly.
|
o
| Inputs other than quoted prices that are observable for the investment (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss
severities, credit risks, and default rates).
|
o
| Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
| Level 3 – Level 3 inputs are unobservable inputs. Unobservable inputs may reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing
the investment.
|
The inputs or
methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Fund’s investments as of
November 30, 2018, is included with the Fund’s Portfolio of Investments.
B. Option
Contracts
The Fund is subject to
equity price risk in the normal course of pursuing its investment objective and may write (sell) options to hedge against changes in the value of equities. Also, the Fund seeks to generate additional income, in the
form of premiums received, from writing (selling) the options. The Fund may write (sell) covered call or put options (“options”) on all or a portion of the MLPs and common stocks held in the Fund’s
portfolio as determined to be appropriate by Energy Income Partners, LLC (“EIP” or the “Sub-Advisor”). The number of options the Fund can write (sell) is limited by the amount of MLPs and
common stocks the Fund holds in its portfolio. The Fund will not write (sell) “naked” or uncovered options. When the Fund writes (sells) an option, an amount equal to the premium received by the Fund is
included in “Options written, at value” on the Fund’s Statement of Assets and Liabilities. Options are marked-to-market daily and their value will be affected by changes in the value and dividend
rates of the underlying equity securities, changes in interest rates, changes in the actual or perceived volatility of the securities markets and the underlying equity securities and the remaining time to the
options’ expiration. The value of options may also be adversely affected if the market for the options becomes less liquid or trading volume diminishes.
The options that the Fund
writes (sells) will either be exercised, expire or be canceled pursuant to a closing transaction. If the price of the underlying equity security exceeds the option’s exercise price, it is likely that the option
holder will exercise the option. If an option written (sold) by the Fund is exercised, the Fund would be obligated to deliver the underlying equity security to the option holder upon payment of the strike price. In
this case, the option premium received by the Fund will be added to the amount realized on the sale of the underlying security for purposes of determining gain or loss and is included in “Net realized gain
(loss) on investments” on the Statement of Operations. If the price of the underlying equity security is less than the option’s strike price, the option will likely expire without being exercised. The
option premium received by the Fund will, in this case, be treated as short-term capital gain on the expiration date of the option. The Fund may also elect to close out its position in an option prior to its
expiration by purchasing an option of the same series as the option written (sold) by the Fund. Gain or loss on options is presented separately as “Net realized gain (loss) on written options” on the
Statement of Operations.
The options that the Fund
writes (sells) give the option holder the right, but not the obligation, to purchase a security from the Fund at the strike price on or prior to the option’s expiration date. The ability to successfully
implement the writing (selling) of covered call options depends on the ability of the Sub-Advisor to predict pertinent market movements, which cannot be assured. Thus, the use of options may require the Fund to sell
portfolio securities at inopportune times or for prices other than current market value, which may limit the amount of appreciation the Fund can realize on an investment, or may cause the Fund to hold a security that
it might otherwise sell. As the writer (seller) of a covered option, the Fund foregoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the option
above the sum of the premium and the strike price of the option, but has retained the risk of loss should the price of the underlying security decline. The writer (seller) of an option has no control over the time
when it may be required to fulfill its obligation as a writer (seller) of the option. Once an option writer (seller) has received an exercise notice, it cannot effect a closing purchase transaction in order to
terminate its obligation under the option and must deliver the underlying security to the option holder at the exercise price.
Over-the-counter options
have the risk of the potential inability of counterparties to meet the terms of their contracts. The Fund’s maximum equity price risk for purchased options is limited to the premium initially paid. In addition,
certain risks may arise upon entering into option contracts including the risk that an illiquid secondary market will limit the Fund’s ability to close out an option contract prior to the expiration date and
that a change in the value of the option contract may not correlate exactly with changes in the value of the securities hedged.
Notes to Financial Statements (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
C. Swap
Agreements
The Fund may enter into
total return equity swap and interest rate swap agreements. A swap is a financial instrument that typically involves the exchange of cash flows between two parties (“Counterparties”) on specified dates
(settlement dates) where the cash flows are based on agreed upon prices, rates, etc. Payment received or made by the Fund for interest rate swaps are recorded on the Statement of Operations as “Net realized gain
(loss) on swap contracts.” When an interest rate swap is terminated, the Fund will record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the
Fund’s basis in the contract, if any. Generally, the basis of the contracts, if any, is the premium received or paid. Swap agreements are individually negotiated and involve the risk of the potential inability
of the Counterparties to meet the terms of the agreement. In connection with these agreements, cash and securities may be identified as collateral in accordance with the terms of the respective swap agreements to
provide assets of value and recourse in the event of default under the swap agreement or bankruptcy/insolvency of a party to the swap agreement. In the event of a default by a Counterparty, the Fund will seek
withdrawal of the collateral and may incur certain costs exercising its rights with respect to the collateral. If a Counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial
difficulties, the Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Fund may obtain only limited recovery or may obtain no recovery in such
circumstances.
Swap agreements may
increase or decrease the overall volatility of the investments of the Fund. The performance of swap agreements may be affected by changes in the specific interest rate, security, currency, or other factors that
determine the amounts of payments due to and from the Fund. The Fund’s maximum interest rate risk to meet its future payments under swap agreements outstanding at November 30, 2018, is equal to the total
notional amount as shown on the Portfolio of Investments. The notional amount represents the U.S. dollar value of the contract as of the day of the opening transaction or contract reset. When the Fund enters into a
swap agreement, any premium paid is included in “Swap contracts, at value” on the Statement of Assets and Liabilities.
The Fund held interest
rate swap agreements at November 30, 2018 to hedge against changes in borrowing rates under the Fund’s credit agreement. An interest rate swap agreement involves the Fund’s agreement to exchange a stream
of interest payments for another party’s stream of cash flows. Interest rate swaps do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to
interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make. Cash segregated as collateral for open swap contracts in the amount of $117,051 is shown on the
Statement of Assets and Liabilities.
D. Securities
Transactions and Investment Income
Securities transactions
are recorded as of the trade date. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded
daily on the accrual basis. The Fund will rely to some extent on information provided by MLPs, which is not necessarily timely, to estimate taxable income allocable to the MLP units held in the Fund’s
portfolio.
Distributions received
from the Fund’s investments in MLPs generally are comprised of return of capital and investment income. The Fund records estimated return of capital and investment income based on historical information
available from each MLP. These estimates may subsequently be revised based on information received from the MLPs after their tax reporting periods are concluded. For the fiscal year ended November 30, 2018,
distributions of $7,121,277 received from MLPs have been reclassified as return of capital. The cost basis of applicable MLPs has been reduced accordingly.
Distributions received
from the Fund’s investments in REITs may be comprised of return of capital, capital gains, and income. The actual character of the amounts received during the year are not known until after the REITs’
fiscal year end. The Fund records the character of distributions received from the REITs during the year based on estimates available. The characterization of distributions received by the Fund may be subsequently
revised based on information received from the REITs after their tax reporting periods conclude.
E. Foreign
Currency
The books and records of
the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the exchange rates prevailing at the end of the period. Purchases and sales
of investments and items of income and expense are translated on the respective dates of such transactions. Unrealized gains and losses on assets and liabilities, other than investments in securities, which result
from changes in foreign currency exchange rates have been included in “Net change in unrealized appreciation (depreciation) on foreign currency translation” on the Statement of Operations. Unrealized gains
and losses on investments in securities which result from changes in foreign exchange rates are included with fluctuations arising from changes in market price and are included in “Net change in unrealized
appreciation (depreciation) on investments” on the Statement of Operations. Net realized foreign currency gains and losses include the effect of changes in exchange rates between trade date and settlement date
on investment security transactions, foreign currency transactions and interest and dividends received and are included in “Net realized gain (loss) on foreign currency transactions” on the Statement of
Operations. The portion of foreign currency gains
Notes to Financial Statements (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
and losses related to fluctuations in
exchange rates between the initial purchase settlement date and subsequent sale trade date is included in “Net realized gain (loss) on investments” on the Statements of Operations.
F. Dividends and
Distributions to Shareholders
The Fund intends to pay
holders of its Common Shares a recurring monthly distribution that reflects the distributable cash flow of the Fund. Distributions will automatically be reinvested into additional Common Shares pursuant to the
Fund’s Dividend Reinvestment Plan unless cash distributions are elected by the shareholder.
Distributions from income
and capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent
differences in order to reflect their tax character. These permanent differences are primarily due to the varying treatment of income and gain/loss on portfolio securities held by the Fund and have no impact on net
assets or NAV per Common Share. Temporary differences, which arise from recognizing certain items of income, expense and gain/loss in different periods for financial statement and tax purposes, will reverse at some
point in the future. Permanent differences incurred during the year ended November 30, 2018, primarily as a result of differing book and tax treatments on the sale of MLP investments, have been reclassified at year
end to reflect an increase in accumulated net investment income (loss) of $2,454,691, a decrease in accumulated net realized gain (loss) on investments of $2,429,031 and a decrease to paid-in capital of $25,660.
Accumulated distributable earnings (loss) consists of accumulated net investment income (loss), accumulated net realized gain (loss) on investments, and unrealized appreciation (depreciation) on investments. Net
assets were not affected by these reclassifications.
The tax character of
distributions paid during the fiscal years ended November 30, 2018 and 2017 is as follows:
Distributions paid from:
| 2018
| 2017
|
Ordinary income
| $7,748,234
| $3,846,395
|
Capital gains
| 3,287,098
| 4,211,673
|
Return of capital
| 12,130,979
| 15,108,243
|
As of November 30, 2018,
the components of distributable earnings and net assets on a tax basis were as follows:
Undistributed ordinary income
| $—
|
Undistributed capital gains
| —
|
Total undistributed earnings
| —
|
Accumulated capital and other losses
| (12,214,851)
|
Net unrealized appreciation (depreciation)
| 20,530,839
|
Total accumulated earnings (losses)
| 8,315,988
|
Other
| (21,601)
|
Paid-in capital
| 286,322,315
|
Total net assets
| $294,616,702
|
G. Income Taxes
The Fund intends to
continue to qualify as a regulated investment company by complying with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, which includes distributing substantially all of its net
investment income and net realized gains to shareholders. Accordingly, no provision has been made for federal and state income taxes. However, due to the timing and amount of distributions, the Fund may be subject to
an excise tax of 4% of the amount by which approximately 98% of the Fund’s taxable income exceeds the distributions from such taxable income for the calendar year.
The Fund intends to
utilize provisions of the federal income tax laws, which allow it to carry a realized capital loss forward indefinitely following the year of the loss and offset such loss against any future realized capital gains.
The Fund is subject to certain limitations under U.S. tax rules on the use of capital loss carryforwards and net unrealized built-in losses. These limitations apply when there has been a 50% change in ownership. At
November 30, 2018, the Fund had no non-expiring capital loss carryforwards for federal income tax purposes.
Certain losses realized
during the current fiscal year may be deferred and treated as occurring on the first day of the following fiscal year for federal income tax purposes. For the fiscal year ended November 30, 2018, the Fund incurred and
elected to defer net ordinary and capital losses as follows:
Notes to Financial Statements (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
Qualified Late Year Losses:
|
|
Ordinary Losses
| $10,821
|
Capital Losses
| 12,204,030
|
The Fund is subject to
accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ended 2015, 2016, 2017,
and 2018 remain open to federal and state audit. As of November 30, 2018, management has evaluated the application of these standards to the Fund, and has determined that no provision for income tax is required in the
Fund’s financial statements for uncertain tax positions.
H. Expenses
The Fund will pay all
expenses directly related to its operations.
I. Offsetting on the
Statement of Assets and Liabilities
Offsetting assets and
liabilities requires entities to disclose both gross and net information about instruments and transactions eligible for offset on the Statement of Assets and Liabilities, and disclose instruments and transactions
subject to master netting or similar agreements. These disclosure requirements are intended to help investors and other financial statement users better assess the effect or potential effect of offsetting arrangements
on a fund’s financial position. The transactions subject to offsetting disclosures are derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities
lending transactions.
For financial reporting
purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting arrangements (“MNAs”) or similar agreements on the Statement of Assets and Liabilities. MNAs
provide the right, in the event of default (including bankruptcy and insolvency), for the non-defaulting counterparty to liquidate the collateral and calculate the net exposure to the defaulting party or request
additional collateral.
At November 30, 2018,
derivative assets and liabilities (by type) on a gross basis are as follows:
|
|
|
|
|
|
| Gross Amounts not Offset
in the Statement of
Assets and Liabilities
|
|
|
| Gross
Amounts of
Recognized
Assets
|
| Gross Amounts
Offset in the
Statement of Assets
and Liabilities
|
| Net Amounts of
Assets Presented
in the Statement
of Assets and
Liabilities
|
| Financial
Instruments
|
| Cash
Received as
Collateral
|
| Net
Amount
|
Interest Rate Swap Contracts
| $ 1,327,375
|
| $ —
|
| $ 1,327,375
|
| $ —
|
| $ —
|
| $ 1,327,375
|
J. New Accounting
Pronouncements
On March 30, 2017, the
FASB issued Accounting Standards Update (“ASU”) 2017-08 “Premium Amortization on Purchased Callable Debt Securities,” which amends the amortization period for certain purchased callable debt
securities held at a premium by shortening such period to the earliest call date. The new guidance requires an entity to amortize the premium on a callable debt security within its scope to the earliest call date,
unless the guidance for considering estimated prepayments is applied. If the call option is not exercised at the earliest call date, the yield is reset to the effective yield using the payment terms of the security.
If the security has more than one call date and the premium was amortized to a call price greater than the next call price, any excess of the amortized cost basis over the amount repayable at the next call date will
be amortized to that date. If there are no other call dates, any excess of the amortized cost basis over the par amount will be amortized to maturity. Discounts on purchased callable debt securities will continue to
be amortized to the security’s maturity date. ASU 2017-08 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Earlier
adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the ASU in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that
includes that interim period. Management is still assessing the impact of the adoption of ASU 2017-08 on the financial statements but does not expect it to have a material impact.
On August 28, 2018, the
FASB issued ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the fair value measurement disclosure requirements of ASC 820. The
amendments of ASU 2018-13 include new, eliminated, and modified disclosure requirements of ASC 820. In addition, the amendments clarify that materiality is an
Notes to Financial Statements (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
appropriate consideration of entities
when evaluating disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified
disclosures upon issuance of this ASU. The Fund has early adopted ASU 2018-13 for these financial statements, which did not result in a material impact.
4. Investment
Advisory Fee, Affiliated Transactions and Other Fee Arrangements
First Trust, the
investment advisor to the Fund, is a limited partnership with one limited partner, Grace Partners of DuPage L.P., and one general partner, The Charger Corporation. The Charger Corporation is an Illinois corporation
controlled by James A. Bowen, Chief Executive Officer of First Trust. First Trust is responsible for the ongoing monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and
providing certain administrative services necessary for the management of the Fund. For these investment management services, First Trust is entitled to a monthly fee calculated at an annual rate of 1.00% of the
Fund’s Managed Assets (the average daily total asset value of the Fund minus the sum of the Fund’s liabilities other than the principal amount of borrowings). First Trust also provides fund reporting
services to the Fund for a flat annual fee in the amount of $9,250.
EIP serves as the
Fund’s sub-advisor and manages the Fund’s portfolio subject to First Trust’s supervision. The Sub-Advisor receives a monthly sub-advisory fee calculated at an annual rate of 0.50% of the Fund’s
Managed Assets that is paid by First Trust from its investment advisory fee.
First Trust Capital
Partners, LLC (“FTCP”), an affiliate of First Trust, owns, through a wholly-owned subsidiary, a 15% ownership interest in each of EIP and EIP Partners, LLC, an affiliate of EIP.
BNY Mellon Investment
Servicing (US) Inc. (“BNYM IS”) serves as the Fund’s transfer agent in accordance with certain fee arrangements. As transfer agent, BNYM IS is responsible for maintaining shareholder records for the
Fund. The Bank of New York Mellon (“BNYM”) serves as the Fund’s administrator, fund accountant, and custodian in accordance with certain fee arrangements. As administrator and fund accountant, BNYM
is responsible for providing certain administrative and accounting services to the Fund, including maintaining the Fund’s books of account, records of the Fund’s securities transactions, and certain other
books and records. As custodian, BNYM is responsible for custody of the Fund’s assets. BNYM IS and BNYM are subsidiaries of The Bank of New York Mellon Corporation, a financial holding company.
Each Trustee who is not
an officer or employee of First Trust, any sub-advisor or any of their affiliates (“Independent Trustees”) is paid a fixed annual retainer that is allocated equally among each fund in the First Trust Fund
Complex. Each Independent Trustee is also paid an annual per fund fee that varies based on whether the fund is a closed-end or other actively managed fund, or is an index fund.
Additionally, the Lead
Independent Trustee and the Chairmen of the Audit Committee, Nominating and Governance Committee and Valuation Committee are paid annual fees to serve in such capacities, with such compensation allocated pro rata
among each fund in the First Trust Fund Complex based on net assets. Independent Trustees are reimbursed for travel and out-of-pocket expenses in connection with all meetings. The Lead Independent Trustee and
Committee Chairmen rotate every three years. The officers and “Interested” Trustee receive no compensation from the Fund for acting in such capacities.
5. Purchases and
Sales of Securities
The cost of purchases and
proceeds from sales of securities, excluding short-term investments, for the fiscal year ended November 30, 2018, were $228,187,732 and $264,466,446, respectively.
6. Derivative
Transactions
The following table
presents the types of derivatives held by the Fund at November 30, 2018, the primary underlying risk exposure and the location of these instruments as presented on the Statement of Assets and Liabilities.
|
|
|
| Asset Derivatives
|
| Liability Derivatives
|
Derivative
Instrument
|
| Risk
Exposure
|
| Statement of Assets and
Liabilities Location
|
| Value
|
| Statement of Assets and
Liabilities Location
|
| Value
|
Written Options
|
| Equity Risk
|
| —
|
| $ —
|
| Options written, at value
|
| $ 2,527,240
|
Interest Rate Swap Agreements
|
| Interest Rate Risk
|
| Swap contracts, at value
|
| 1,327,375
|
| —
|
| —
|
Notes to Financial Statements (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
The following table
presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized for the fiscal year ended November 30, 2018, on derivative instruments, as well as the primary
underlying risk exposure associated with each instrument.
Statement of Operations Location
|
|
Equity Risk Exposure
|
|
Net realized gain (loss) on written options
| $3,942,156
|
Net change in unrealized appreciation (depreciation) on written options
| 588,974
|
Interest Rate Risk Exposure
|
|
Net realized gain (loss) on swap contracts
| $(315,049)
|
Net change in unrealized appreciation (depreciation) on swap contracts
| 2,014,309
|
During the year ended
November 30, 2018, the premiums for written options opened were $7,533,431, and the premiums for written options closed, exercised and expired were $7,821,817.
The average notional
value of interest rate swaps was $72,950,000 for the fiscal year ended November 30, 2018.
The Fund does not have
the right to offset financial assets and liabilities related to option contracts on the Statement of Assets and Liabilities.
7. Borrowings
The Fund has a credit
agreement with The Bank of Nova Scotia. The credit agreement provides a secure line of credit for the Fund where Fund assets are pledged against advances made to the Fund. The maximum commitment amount is
$130,000,000. The borrowing rate is the applicable LIBOR rate plus 85 basis points. Under the credit agreement, the Fund pays a commitment fee of 0.25% when the loan balance is less than 75% of the maximum commitment.
The borrowings are categorized as Level 2 within the fair value hierarchy. The average amount outstanding for the fiscal year ended November 30, 2018 was $104,183,562, with a weighted average interest rate of 2.75%.
As of November 30, 2018, the Fund had outstanding borrowings of $104,500,000 under this credit agreement, which approximates fair value. The high and low annual interest rates for the fiscal year ended November 30,
2018, were 4.75% and 2.20%, respectively. The interest rate at November 30, 2018 was 3.17%. The interest and fees are included in “Interest and fees on loans” on the Statement of Operations.
8. Indemnification
The Fund has a variety of
indemnification obligations under contracts with its service providers. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.
9. Industry
Concentration Risk
Under normal market
conditions, the Fund invests at least 80% of its Managed Assets in securities of Energy Infrastructure Companies. Given this industry concentration, the Fund is more susceptible to adverse economic or regulatory
occurrences affecting that industry than an investment company that is not concentrated in a single industry. Energy Infrastructure Company issuers may be subject to a variety of factors that may adversely affect
their business or operations, including high interest costs in connection with capital construction programs, high leverage costs associated with environmental and other regulations, the effects of economic slowdown,
surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors.
10. Subsequent
Events
Management has evaluated
the impact of all subsequent events to the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial
statements that have not already been disclosed.
Report of Independent
Registered Public Accounting Firm
To the Shareholders and the
Board of Trustees of First Trust Energy Infrastructure Fund:
Opinion on the Financial
Statements and Financial Highlights
We have audited the
accompanying statement of assets and liabilities, including the portfolio of investments, of First Trust Energy Infrastructure Fund (the “Fund”), as of November 30, 2018, the related statements of
operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then
ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of November 30, 2018, and the results of
its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then
ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial
statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of
material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our audits included
performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of
November 30, 2018, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our
opinion.
Chicago, Illinois
January 24, 2019
We have served as the
auditor of one or more First Trust investment companies since 2001.
Additional Information
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
Dividend Reinvestment
Plan
If your Common Shares are
registered directly with the Fund or if you hold your Common Shares with a brokerage firm that participates in the Fund’s Dividend Reinvestment Plan (the “Plan”), unless you elect, by written notice
to the Fund, to receive cash distributions, all dividends, including any capital gain distributions, on your Common Shares will be automatically reinvested by BNY Mellon Investment Servicing (US) Inc. (the “Plan
Agent”), in additional Common Shares under the Plan. If you elect to receive cash distributions, you will receive all distributions in cash paid by check mailed directly to you by the Plan Agent, as the dividend
paying agent.
If you decide to
participate in the Plan, the number of Common Shares you will receive will be determined as follows:
(1)
| If Common Shares are trading at or above net asset value (“NAV”) at the time of valuation, the Fund will issue new shares at a price equal to the greater of (i) NAV per Common Share on that
date or (ii) 95% of the market price on that date.
|
(2)
| If Common Shares are trading below NAV at the time of valuation, the Plan Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market,
on the NYSE or elsewhere, for the participants’ accounts. It is possible that the market price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average
purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in Common Shares
issued by the Fund. The Plan Agent will use all dividends and distributions received in cash to purchase Common Shares in the open market within 30 days of the valuation date except where temporary curtailment or
suspension of purchases is necessary to comply with federal securities laws. Interest will not be paid on any uninvested cash payments.
|
You may elect to opt-out
of or withdraw from the Plan at any time by giving written notice to the Plan Agent, or by telephone at (866) 340-1104, in accordance with such reasonable requirements as the Plan Agent and the Fund may agree upon. If
you withdraw or the Plan is terminated, you will receive a certificate for each whole share in your account under the Plan, and you will receive a cash payment for any fraction of a share in your account. If you wish,
the Plan Agent will sell your shares and send you the proceeds, minus brokerage commissions.
The Plan Agent maintains
all Common Shareholders’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your account will be held by
the Plan Agent in non-certificated form. The Plan Agent will forward to each participant any proxy solicitation material and will vote any shares so held only in accordance with proxies returned to the Fund. Any proxy
you receive will include all Common Shares you have received under the Plan.
There is no brokerage
charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market
purchases.
Automatically reinvesting
dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Capital gains and income are realized although cash is not received by you. Consult
your financial advisor for more information.
If you hold your Common
Shares with a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described above.
The Fund reserves the
right to amend or terminate the Plan if in the judgment of the Board of Trustees the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend
the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained by writing BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware
19809.
Proxy Voting Policies
and Procedures
A description of the
policies and procedures that the Fund uses to determine how to vote proxies and information on how Fund voted proxies relating to portfolio investments during the most recent 12-month period ended June 30 is available
(1) without charge, upon request, by calling (800) 988-5891; (2) on the Fund’s website at www.ftportfolios.com; and (3) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Additional Information (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
Portfolio Holdings
The Fund files its
complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Qs are available (1) by calling (800) 988-5891; (2) on the Fund’s
website at www.ftportfolios.com; and (3) on the SEC’s website at www.sec.gov.
Beginning in April 2019,
the Fund will cease to disclose its holdings on Form N-Q and will file Form N-PORT with the SEC on a monthly basis. Part F of Form N-PORT, which contains the complete schedule of the Fund’s portfolio holdings,
will be made available in the same manner as Form N-Q discussed above.
Federal Tax
Information
Of the ordinary income
(including short-term capital gain) distributions made by the Fund during the fiscal year ended November 30, 2018, 44.78% qualified for the corporate dividends received deduction available to corporate
shareholders.
The Fund hereby
designates as qualified dividend income 100.00% of the ordinary income distributions for the fiscal year ended November 30, 2018.
For the fiscal year ended
November 30, 2018, the amount of long-term capital gain distributions by the Fund was $3,287,098 which is taxable at the maximum rate of 20% for federal income tax purposes.
NYSE Certification
Information
In accordance with
Section 303A-12 of the New York Stock Exchange (“NYSE”) Listed Company Manual, the Fund’s President has certified to the NYSE that, as of April 26, 2018, he was not aware of any violation by the Fund
of NYSE corporate governance listing standards. In addition, the Fund’s reports to the SEC on Forms N-CSR and N-Q contain certifications by the Fund’s principal executive officer and principal financial
officer that relate to the Fund’s public disclosure in such reports and are required by Rule 30a-2 under the 1940 Act.
Submission of Matters to
a Vote of Shareholders
The Fund held its Annual
Meeting of Shareholders (the “Annual Meeting”) on April 23, 2018. At the Annual Meeting, Richard E. Erickson and Thomas R. Kadlec were elected by the Common Shareholders of the First Trust Energy
Infrastructure Fund as Class II Trustees for a three-year term expiring at the Fund’s annual meeting of shareholders in 2021. The number of votes cast in favor of Mr. Erickson was 15,547,407, the number of votes
against was 619,953 and the number of broker non-votes was 1,382,876. The number of votes cast in favor of Mr. Kadlec was 15,548,827, the number of votes against was 618,533 and the number of broker non-votes was
1,382,876. James A. Bowen, Robert F. Keith and Niel B. Nielson are the other current and continuing Trustees.
Risk Considerations
Risks are inherent in all
investing. The following summarizes some, but not all, of the risks that should be considered for the Fund. For additional information about the risks associated with investing in the Fund, please see the Fund’s
prospectus and statement of additional information, as well as other Fund regulatory filings.
Covered Call Options
Risk. As the writer (seller) of a call option, the Fund forgoes, during the life of the option, the opportunity to profit from increases in the market value of the portfolio security covering
the option above the sum of the premium and the strike price of the call option but retains the risk of loss should the price of the underlying security decline. The value of call options written by the Fund, which
are priced daily, are determined by trading activity in the broad options market and will be affected by, among other factors, changes in the value of the underlying security in relation to the strike price, changes
in dividend rates of the underlying security, changes in interest rates, changes in actual or perceived volatility of the stock market and the underlying security, and the time remaining until the expiration date. The
value of call options written by the Fund may be adversely affected if the market for the option is reduced or becomes illiquid. There can be no assurance that a liquid market will exist when the Fund seeks to close
out an option position.
Cyber Security Risk. As the use of Internet technology has become more prevalent in the course of business, the Fund has become more susceptible to potential operational risks through breaches in cyber
security. A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer data corruption or lose operational capacity. Such events could
cause the Fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to the
Fund’s digital information systems through “hacking” or malicious software coding, but may also result from outside attacks such as denial-of-service attacks through efforts to make network services
unavailable to intended users. In addition, cyber security breaches of the Fund’s third-party
Additional Information (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
service providers, such as its
administrator, transfer agent, custodian, or sub-advisor, as applicable, or issuers in which the Fund invests, can also subject the Fund to many of the same risks associated with direct cyber security breaches. The
Fund has established risk management systems designed to reduce the risks associated with cyber security. However, there is no guarantee that such efforts will succeed, especially because the Fund does not directly
control the cyber security systems of issuers or third party service providers.
Energy Infrastructure
Companies Risk. The Fund primarily invests in MLPs, MLP affiliates, YieldCos, pipeline companies, utilities, and other infrastructure-related companies that derive at least 50% of their revenues from
operating, or providing services in support of, infrastructure assets such as pipelines, power transmission and petroleum and natural gas storage in the petroleum, natural gas and power generation industries
(“Energy Infrastructure Companies”). Energy Infrastructure Companies may be directly affected by energy commodity prices, especially those Energy Infrastructure Companies which own the underlying energy
commodity. A decrease in the production or availability of natural gas, natural gas liquids, crude oil, coal or other energy commodities or a decrease in the volume of such commodities available for transportation,
processing, storage or distribution may adversely impact the financial performance of Energy Infrastructure Companies. Energy Infrastructure Companies are subject to significant federal, state and local government
regulation in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for products and services.
Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them and violators are subject to administrative, civil and criminal penalties, including civil
fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely affect the financial performance of Energy
Infrastructure Companies. Natural disasters, such as hurricanes in the Gulf of Mexico, also may impact Energy Infrastructure Companies.
Certain Energy
Infrastructure Companies are subject to the imposition of rate caps, increased competition due to deregulation, the difficulty in obtaining an adequate return on invested capital or in financing large construction
projects, the limitations on operations and increased costs and delays attributable to environmental considerations, and the capital market’s ability to absorb utility debt. In addition, taxes, government
regulation, international politics, price and supply fluctuations, volatile interest rates and energy conservation may cause difficulties for these companies.
Equity Securities
Risk. The value of the Fund’s shares will fluctuate with changes in the value of the equity securities in which the Fund invests. Prices of equity securities fluctuate for several reasons,
including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, such as market volatility, or when political or economic events
affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.
Interest Rate Swaps
Risk. If short-term interest rates are lower than the Fund’s fixed rate of payment on an interest rate swap, the swap will reduce common share net earnings. In addition, a default by the
counterparty to a swap transaction could also negatively impact the performance of the common shares.
Leverage Risk. The use of leverage by the Fund can magnify the effect of any losses. If the income and gains from the securities and investments purchased with leverage proceeds do not cover the cost of
leverage, the return to the common shares will be less than if leverage had not been used. Leverage involves risks and special considerations for common shareholders including: the likelihood of greater volatility of
net asset value and market price of the common shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates on borrowings will reduce the return to the common shareholders or will
result in fluctuations in the dividends paid on the common shares; in a declining market, the use of leverage is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not
leveraged, which may result in a greater decline in the market price of the common shares; and when the Fund uses certain types of leverage, the investment advisory fee payable to the Advisor and by the Advisor to the
Sub-Advisor will be higher than if the Fund did not use leverage.
Liquidity Risk. Certain securities in which the Fund may invest may trade less frequently, particularly those of issuers with smaller capitalizations. Securities with limited trading volumes may display
volatile or erratic price movements. The Fund may have difficulty selling these investments in a timely manner, be forced to sell them for less than it otherwise would have been able to realize, or both.
Management Risk and
Reliance on Key Personnel. The implementation of the Fund’s investment strategy depends upon the continued contributions of certain key employees of the Advisor and Sub-Advisor, some of whom have unique
talents and experience and would be difficult to replace. The loss or interruption of the services of a key member of the portfolio management team could have a negative impact on the Fund.
Market Discount from Net
Asset Value. Shares of closed-end investment companies such as the Fund frequently trade at a discount from their net asset value. The Fund cannot predict whether its common shares will trade at, below
or above net asset value.
Additional Information (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
MLP and Investment
Concentration Risks. The Fund’s investments are concentrated in Energy Infrastructure Companies (including investments in MLPs), which may present more risk than if the Fund were broadly diversified over
multiple sectors of the economy. A downturn in one or more industries within the energy infrastructure sector, material declines in commodity prices, adverse political, legislative or regulatory developments or other
events could have a larger impact on the Fund than on an investment company that does not concentrate in the energy infrastructure sector. Certain risks inherent in investing in the business of the types of securities
that the Fund may invest (such as interests in MLPs) include: commodity pricing risk, commodity supply and demand risk, lack of diversification of and reliance on MLP customers and suppliers risk, commodity depletion
and exploration risk, energy infrastructure sector and energy utility industry regulatory risk, including risks associated with the prices and methodology of determining prices that energy companies may charge for
their products and services, interest rate risk, risk of lack of acquisition or reinvestment opportunities for MLPs, risk of lacking of funding for MLPs, dependency on MLP affiliate risk, weather risk, catastrophe
risk, terrorism and MLP market disruption risk, and technology risk.
Other factors which may
reduce the amount of cash an MLP or other Energy Infrastructure Company has available to pay its debt and equity holders include increased operating costs, maintenance capital expenditures, acquisition costs,
expansion or construction costs and borrowing costs (including increased borrowing costs as a result of additional collateral requirements as a result of ratings downgrades by credit agencies).
Non-Diversification
Risk. The Fund is a non-diversified investment company under the 1940 Act and will not be treated as a regulated investment company under the Internal Revenue Code of 1986. Accordingly, the
diversification-specific regulatory requirements under the 1940 Act and the Internal Revenue Code of 1986 regarding the minimum number or size of portfolio securities do not apply to the Fund, and the Fund’s
investments may be more heavily concentrated in, and thus more sensitive to changes in the prices of, securities of particular issuers.
Non-U.S. Securities and
Currency Risk. Investing in non-U.S. securities involves certain risks not involved in domestic investments, including, but not limited to: fluctuations in currency exchange rates; future foreign
economic, financial, political and social developments; different legal systems; the possible imposition of exchange controls or other foreign governmental laws or restrictions; lower trading volume; withholding taxes;
greater price volatility and illiquidity; different trading and settlement practices; less governmental supervision; high and volatile rates of inflation; fluctuating interest rates; less publicly available
information; and different accounting, auditing and financial recordkeeping standards and requirements. Because the Fund may invest in securities denominated or quoted in non-U.S. currencies, changes in the non-U.S.
currency/United States dollar exchange rate may affect the value of the Fund’s securities and the unrealized appreciation or depreciation of investments.
Potential Conflicts of
Interest Risk. First Trust, EIP and the portfolio managers have interests which may conflict with the interests of the Fund. In particular, First Trust and EIP currently manage and may in the future
manage and/or advise other investment funds or accounts with the same or substantially similar investment objective and strategies as the Fund. In addition, while the Fund is using leverage, the amount of the fees
paid to First Trust (and by First Trust to EIP) for investment advisory and management services are higher than if the Fund did not use leverage because the fees paid are calculated based on managed assets. Therefore,
First Trust and EIP have a financial incentive to leverage the Fund.
Qualified Dividend Income
Tax Risk. There can be no assurance as to what portion of the distributions paid to the Fund’s common shareholders will consist of tax-advantaged qualified dividend income. Certain
distributions designated by the Fund as derived from qualified dividend income will be taxed in the hands of non-corporate common shareholders at the rates applicable to long-term capital gains, provided certain
holding period and other requirements are satisfied by both the Fund and the common shareholders. Additional requirements apply in determining whether distributions by foreign issuers should be regarded as qualified
dividend income. Certain investment strategies of the Fund will limit the Fund’s ability to meet these requirements and consequently will limit the amount of qualified dividend income received and distributed by
the Fund. A change in the favorable provisions of the federal tax laws with respect to qualified dividends may result in a widespread reduction in announced dividends and may adversely impact the valuation of the
shares of dividend-paying companies.
Recent Market and Economic
Developments. The number of energy-related MLPs has declined since 2014. The industry is witnessing the consolidation or simplification of corporate structures where the MLP sleeve of capital is being
eliminated because it no longer reduces a company’s cost of equity financing. As a result of the foregoing, the Fund may increase its non-MLP investments consistent with its investment objective and
policies.
On March 15, 2018, the
Federal Energy Regulatory Commission (“FERC”) changed its long-standing tax allowance policy which no longer permits MLPs to include in their cost of service an income tax allowance. This has had a
negative impact on the performance of some MLPs affected by this decision. This policy change and any similar policy changes in the future could adversely impact an MLP’s business, financial condition, results
of operations and cash flows and ability to pay cash distributions or dividends.
Additional Information (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
Tax Risk. A change in current tax law, a change in the business of a given MLP, or a change in the types of income earned by a given MLP could result in an MLP being treated as a corporation for
United States federal income tax purposes, which would result in such MLP being required to pay United States federal income tax on its taxable income. The classification of an MLP as a corporation for United States
federal income tax purposes could have the effect of reducing the amount of cash available for distribution by the MLP and causing any such distributions received by the Fund to be taxed as dividend income to the
extent of the MLP’s current or accumulated earnings and profits.
A reduction in the
percentage of the income offset by tax deductions or an increase in sales of the Fund’s MLP holdings that result in capital gains will reduce that portion of the Fund’s distribution from an MLP treated as
a return of capital and increase that portion treated as income and may result in lower after-tax distributions to the Fund’s common shareholders.
Valuation Risk. Market prices generally will not be available for certain investments in MLPs, and the value of such investments will ordinarily be determined based on fair valuations determined pursuant
to procedures adopted by the Board of Trustees. The value of these securities typically requires more reliance on the judgment of the Sub-Advisor than that required for securities for which there is an active trading
market. In addition, the Fund relies on information provided by certain MLPs, which is usually not timely, to calculate taxable income allocable to the MLP units held in the Fund’s portfolio and to determine the
tax character of distributions to common shareholders. From time to time the Fund will modify its estimates and/or assumptions as new information becomes available. To the extent the Fund modifies its estimates and/or
assumptions, the net asset value of the Fund would likely fluctuate.
NOT FDIC INSURED
| NOT BANK GUARANTEED
| MAY LOSE VALUE
|
Advisory and
Sub-Advisory Agreements
Board Considerations
Regarding Approval of Continuation of Investment Management and Investment Sub-Advisory Agreements
The Board of Trustees of
First Trust Energy Infrastructure Fund (the “Fund”), including the Independent Trustees, unanimously approved the continuation of the Investment Management Agreement (the “Advisory Agreement”)
between the Fund and First Trust Advisors L.P. (the “Advisor”) and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement” and together with the Advisory Agreement, the
“Agreements”) among the Fund, the Advisor and Energy Income Partners, LLC (the “Sub-Advisor”) for a one-year period ending June 30, 2019 at a meeting held on June 11, 2018. The Board determined
that the continuation of the Agreements is in the best interests of the Fund in light of the nature, extent and quality of the services provided and such other matters as the Board considered to be relevant in the
exercise of its reasonable business judgment.
To reach this
determination, the Board considered its duties under the Investment Company Act of 1940, as amended (the “1940 Act”), as well as under the general principles of state law, in reviewing and approving
advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisors with respect to advisory agreements and compensation; the standards used by courts in determining whether
investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. At meetings held on April 23, 2018 and June 11, 2018, the Board, including the
Independent Trustees, reviewed materials provided by the Advisor and the Sub-Advisor responding to requests for information from counsel to the Independent Trustees that, among other things, outlined the services
provided by the Advisor and the Sub-Advisor to the Fund (including the relevant personnel responsible for these services and their experience); the advisory fee rate payable by the Fund and the sub-advisory fee rate
as compared to fees charged to a peer group of funds compiled by Management Practice, Inc. (“MPI”), an independent source (the “Peer Group”), and as compared to fees charged to other clients of
the Advisor and the Sub-Advisor; expenses of the Fund as compared to expense ratios of the funds in the Peer Group; performance information for the Fund; the nature of expenses incurred in providing services to the
Fund and the potential for economies of scale, if any; financial data on the Advisor and the Sub-Advisor; any fall-out benefits to the Advisor and its affiliate, First Trust Capital Partners, LLC (“FTCP”),
and the Sub-Advisor; and information on the Advisor’s and the Sub-Advisor’s compliance programs. The Board reviewed initial materials with the Advisor at the meeting held on April 23, 2018, prior to which
the Independent Trustees and their counsel met separately to discuss the information provided by the Advisor and the Sub-Advisor. Following the April meeting, independent legal counsel on behalf of the Independent
Trustees requested certain clarifications and supplements to the materials provided, and the information provided in response to those requests was considered at an executive session of the Independent Trustees and
independent legal counsel held prior to the June 11, 2018 meeting, as well as at the meeting held that day. The Board applied its business judgment to determine whether the arrangements between the Fund and the
Advisor and among the Fund, the Advisor and the Sub-Advisor continue to be reasonable business arrangements from the Fund’s perspective. The Board determined that, given the totality of the information provided
with respect to the Agreements, the Board had received sufficient information to renew the Agreements. The Board considered that shareholders chose to invest or remain invested in the Fund knowing that the Advisor and
the Sub-Advisor manage the Fund.
In reviewing the
Agreements, the Board considered the nature, extent and quality of the services provided by the Advisor and the Sub-Advisor under the Agreements. With respect to the Advisory Agreement, the Board considered that the
Advisor is responsible for
Additional Information (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
the overall management and
administration of the Fund and reviewed all of the services provided by the Advisor to the Fund, including the oversight of the Sub-Advisor, as well as the background and experience of the persons responsible for such
services. The Board noted that the Advisor oversees the Sub-Advisor’s day-to-day management of the Fund’s investments, including portfolio risk monitoring and performance review. In reviewing the services
provided, the Board noted the compliance program that had been developed by the Advisor and considered that it includes a robust program for monitoring the Advisor’s, the Sub-Advisor’s and the Fund’s
compliance with the 1940 Act, as well as the Fund’s compliance with its investment objective, policies and restrictions. The Board also considered a report from the Advisor with respect to its risk management
functions related to the operation of the Fund. Finally, as part of the Board’s consideration of the Advisor’s services, the Advisor, in its written materials and at the April 23, 2018 meeting, described
to the Board the scope of its ongoing investment in additional infrastructure and personnel to maintain and improve the quality of services provided to the Fund and the other funds in the First Trust Fund Complex.
With respect to the Sub-Advisory Agreement, in addition to the written materials provided by the Sub-Advisor, at the June 11, 2018 meeting, the Board also received a presentation from representatives of the
Sub-Advisor discussing the services that the Sub-Advisor provides to the Fund, including the Sub-Advisor’s day-to-day management of the Fund’s investments. In considering the Sub-Advisor’s management
of the Fund, the Board noted the background and experience of the Sub-Advisor’s portfolio management team. In light of the information presented and the considerations made, the Board concluded that the nature,
extent and quality of the services provided to the Fund by the Advisor and the Sub-Advisor under the Agreements have been and are expected to remain satisfactory and that the Sub-Advisor, under the oversight of the
Advisor, has managed the Fund consistent with its investment objective, policies and restrictions.
The Board considered the
advisory and sub-advisory fee rates payable under the Agreements for the services provided. The Board noted that the sub-advisory fee is paid by the Advisor from its advisory fee. The Board received and reviewed
information showing the advisory fee rates and expense ratios of the peer funds in the Peer Group, as well as advisory and unitary fee rates charged by the Advisor and the Sub-Advisor to other fund and non-fund
clients, as applicable. With respect to the Peer Group, the Board noted its prior discussions with the Advisor and MPI regarding the assembly of the Peer Group and, at the April 23, 2018 meeting, discussed with the
Advisor limitations in creating a relevant peer group for the Fund, including that (i) the Fund is unique in its composition, which makes assembling peers with similar strategies and asset mix difficult; (ii) peer
funds may use different amounts and types of leverage with different costs associated with them or may use no leverage; (iii) only three of the peer funds employ an advisor/sub-advisor management structure and only
one of those peer funds employs an unaffiliated sub-advisor; and (iv) some of the peer funds are part of a larger fund complex that may allow for additional economies of scale. The Board took these limitations into
account in considering the peer data, and noted that the advisory fee rate payable by the Fund, based on average managed assets, was below the median of the Peer Group. With respect to fees charged to other clients,
the Board considered differences between the Fund and other clients that limited their comparability. In considering the advisory fee rate overall, the Board also considered the Advisor’s statement that it seeks
to meet investor needs through innovative and value-added investment solutions and the Advisor’s description of its long-term commitment to the Fund.
The Board considered
performance information for the Fund. The Board noted the process it has established for monitoring the Fund’s performance and portfolio risk on an ongoing basis, which includes quarterly performance reporting
from the Advisor and Sub-Advisor for the Fund. The Board determined that this process continues to be effective for reviewing the Fund’s performance. The Board received and reviewed information comparing the
Fund’s performance for periods ended December 31, 2017 to the performance of the peer funds in the Peer Group and to a blended benchmark index. In reviewing the Fund’s performance as compared to the
performance of the Peer Group, the Board took into account the limitations described above with respect to creating a relevant peer group for the Fund. Based on the information provided on net asset value performance,
the Board noted that the Fund outperformed the Peer Group average for the one-, three- and five-year periods ended December 31, 2017. The Board also noted that the Fund outperformed its blended benchmark index for the
five-year period ended December 31, 2017 but underperformed its blended benchmark for the one- and three-year periods ended December 31, 2017. In addition, the Board considered information provided by the Advisor on
the impact of leverage on the Fund’s returns. The Board also received information on the Fund’s annual distribution rate as of December 31, 2017 and the Fund’s average trading discount for various
periods and comparable information for a peer group.
On the basis of all the
information provided on the fees, expenses and performance of the Fund and the ongoing oversight by the Board, the Board concluded that the advisory and sub-advisory fees continue to be reasonable and appropriate in
light of the nature, extent and quality of the services provided by the Advisor and the Sub-Advisor to the Fund under the Agreements.
The Board considered
information and discussed with the Advisor whether there were any economies of scale in connection with providing advisory services to the Fund and noted the Advisor’s statement that it believes its expenses
will likely increase over the next twelve months as the Advisor continues to make investments in infrastructure and personnel. The Board determined that due to the Fund’s closed-end structure, the potential for
realization of economies of scale as Fund assets grow was not a material factor to be considered. The Board considered the revenues and allocated costs (including the allocation methodology) of the Advisor in serving
as investment advisor to the Fund for the twelve months ended December 31, 2017 and the estimated profitability level for the Fund calculated by the Advisor based on such data, as well as complex-wide and product-line
profitability data, for the same period. The
Additional Information (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
Board noted the inherent limitations in
the profitability analysis and concluded that, based on the information provided, the Advisor’s profitability level for the Fund was not unreasonable. In addition, the Board considered fall-out benefits
described by the Advisor that may be realized from its relationship with the Fund. The Board considered the ownership interest of FTCP in the Sub-Advisor and potential fall-out benefits to the Advisor from such
ownership interest. The Board noted that in addition to the advisory fees paid by the Fund, the Advisor is compensated for fund reporting services pursuant to a separate Fund Reporting Services Agreement. The Board
concluded that the character and amount of potential fall-out benefits to the Advisor were not unreasonable.
The Board considered that
the Sub-Advisor’s investment services expenses are primarily fixed, and that the Sub-Advisor has made recent investments in personnel and infrastructure and expects its expenses to increase over the next twelve
months as it continues to make investments in additional personnel. The Board did not review the profitability of the Sub-Advisor with respect to the Fund. The Board noted that the Advisor pays the Sub-Advisor from
its advisory fee, and its understanding that the Fund’s sub-advisory fee rate was the product of an arm’s length negotiation. The Board concluded that the profitability analysis for the Advisor was more
relevant. The Board considered fall-out benefits that may be realized by the Sub-Advisor from its relationship with the Fund, including soft-dollar arrangements, and considered a summary of such arrangements. The
Board also considered the potential fall-out benefits to the Sub-Advisor from FTCP’s ownership interest in the Sub-Advisor. The Board concluded that the character and amount of potential fall-out benefits to the
Sub-Advisor were not unreasonable.
Based on all of the
information considered and the conclusions reached, the Board, including the Independent Trustees, unanimously determined that the terms of the Agreements continue to be fair and reasonable and that the continuation
of the Agreements is in the best interests of the Fund. No single factor was determinative in the Board’s analysis.
Board of Trustees and Officers
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
The following tables
identify the Trustees and Officers of the Fund. Unless otherwise indicated, the address of all persons is 120 E. Liberty Drive, Suite 400, Wheaton, IL 60187.
Name, Year of Birth and Position with the Fund
| Term of Office and Year First Elected or Appointed(1)
| Principal Occupations
During Past 5 Years
| Number of Portfolios in the First Trust Fund Complex Overseen by Trustee
| Other Trusteeships or Directorships Held by Trustee During Past 5 Years
|
INDEPENDENT TRUSTEES
|
Richard E. Erickson, Trustee
(1951)
| • Three Year Term
• Since Fund Inception | Physician; Officer, Wheaton Orthopedics; Limited Partner, Gundersen Real Estate Limited Partnership (June 1992 to December 2016); Member, Sportsmed LLC (April 2007
to November 2015)
| 161
| None
|
Thomas R. Kadlec, Trustee
(1957)
| • Three Year Term
• Since Fund Inception | President, ADM Investor Services, Inc. (Futures Commission Merchant)
| 161
| Director of ADM Investor Services, Inc., ADM Investor Services International, Futures Industry Association, and National Futures Association
|
Robert F. Keith, Trustee
(1956)
| • Three Year Term
• Since Fund Inception | President, Hibs Enterprises (Financial and Management Consulting)
| 161
| Director of Trust Company of Illinois
|
Niel B. Nielson, Trustee
(1954)
| • Three Year Term
• Since Fund Inception | Senior Advisor (August 2018 to Present), Managing Director and Chief Operating Officer (January 2015 to August 2018), Pelita Harapan Educational Foundation
(Educational Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Servant Interactive LLC (Educational Products and Services); President and Chief Executive Officer (June 2012
to September 2014), Dew Learning LLC (Educational Products and Services)
| 161
| Director of Covenant Transport, Inc. (May 2003 to May 2014)
|
INTERESTED TRUSTEE
|
James A. Bowen(2), Trustee and
Chairman of the Board
(1955)
| • Three Year Term
• Since Fund Inception | Chief Executive Officer, First Trust Advisors L.P. and First Trust Portfolios L.P.; Chairman of the Board of Directors, BondWave LLC (Software
Development Company) and Stonebridge Advisors LLC (Investment Advisor)
| 161
| None
|
(1)
| Currently, James A. Bowen and Niel B. Nielson, as Class III Trustees, are serving as trustees until the Fund’s 2019 annual meeting of shareholders. Robert F. Keith, as a Class I Trustee, is
serving as a trustee until the Fund’s 2020 annual meeting of shareholders. Richard E. Erickson and Thomas R. Kadlec, as Class II Trustees, are serving as trustees until the Fund’s 2021 annual meeting of
shareholders.
|
(2)
| Mr. Bowen is deemed an “interested person” of the Fund due to his position as CEO of First Trust Advisors L.P., investment advisor of the Fund.
|
Board of Trustees and Officers (Continued)
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
Name and Year of Birth
| Position and Offices with Fund
| Term of Office and Length of Service
| Principal Occupations
During Past 5 Years
|
OFFICERS(3)
|
James M. Dykas
(1966)
| President and Chief Executive Officer
| • Indefinite Term
• Since January 2016
| Managing Director and Chief Financial Officer (January 2016 to Present), Controller (January 2011 to January 2016), Senior Vice President (April 2007 to January 2016), First Trust
Advisors L.P. and First Trust Portfolios L.P.; Chief Financial Officer (January 2016 to Present), BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor)
|
Donald P. Swade
(1972)
| Treasurer, Chief Financial Officer and Chief Accounting Officer
| • Indefinite Term
• Since January 2016
| Senior Vice President (July 2016 to Present), Vice President (April 2012 to July 2016), First Trust Advisors L.P. and First Trust Portfolios L.P.
|
W. Scott Jardine
(1960)
| Secretary and Chief Legal Officer
| • Indefinite Term
• Since Fund Inception
| General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P.; Secretary and General Counsel, BondWave LLC; Secretary, Stonebridge Advisors LLC
|
Daniel J. Lindquist
(1970)
| Vice President
| • Indefinite Term
• Since Fund Inception
| Managing Director, First Trust Advisors L.P. and First Trust Portfolios L.P.
|
Kristi A. Maher
(1966)
| Chief Compliance Officer and Assistant Secretary
| • Indefinite Term • Chief Compliance Officer Since January 2011
• Assistant Secretary Since Fund Inception | Deputy General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P.
|
(3)
| The term “officer” means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function.
|
Privacy Policy
First Trust Energy
Infrastructure Fund (FIF)
November 30, 2018
(Unaudited)
Privacy Policy
First Trust values our
relationship with you and considers your privacy an important priority in maintaining that relationship. We are committed to protecting the security and confidentiality of your personal information.
Sources of Information
We collect nonpublic
personal information about you from the following sources:
•
| Information we receive from you and your broker-dealer, investment advisor or financial representative through interviews, applications, agreements or other forms;
|
•
| Information about your transactions with us, our affiliates or others;
|
•
| Information we receive from your inquiries by mail, e-mail or telephone; and
|
•
| Information we collect on our website through the use of “cookies”. For example, we may identify the pages on our website that your browser requests or visits.
|
Information Collected
The type of data we
collect may include your name, address, social security number, age, financial status, assets, income, tax information, retirement and estate plan information, transaction history, account balance, payment history,
investment objectives, marital status, family relationships and other personal information.
Disclosure of
Information
We do not disclose any
nonpublic personal information about our customers or former customers to anyone, except as permitted by law. In addition to using this information to verify your identity (as required under law), the permitted uses
may also include the disclosure of such information to unaffiliated companies for the following reasons:
•
| In order to provide you with products and services and to effect transactions that you request or authorize, we may disclose your personal information as described above to unaffiliated financial
service providers and other companies that perform administrative or other services on our behalf, such as transfer agents, custodians and trustees, or that assist us in the distribution of investor materials such as
trustees, banks, financial representatives, proxy services, solicitors and printers.
|
•
| We may release information we have about you if you direct us to do so, if we are compelled by law to do so, or in other legally limited circumstances (for example to protect your
account from fraud).
|
In addition, in order to
alert you to our other financial products and services, we may share your personal information within First Trust.
Use of Website
Analytics
We currently use third
party analytics tools, Google Analytics and AddThis, to gather information for purposes of improving First Trust’s website and marketing our products and services to you. These tools employ cookies, which are
small pieces of text stored in a file by your web browser and sent to websites that you visit, to collect information, track website usage and viewing trends such as the number of hits, pages visited, videos and PDFs
viewed and the length of user sessions in order to evaluate website performance and enhance navigation of the website. We may also collect other anonymous information, which is generally limited to technical and web
navigation information such as the IP address of your device, internet browser type and operating system for purposes of analyzing the data to make First Trust’s website better and more useful to our users. The
information collected does not include any personal identifiable information such as your name, address, phone number or email address unless you provide that information through the website for us to contact you in
order to answer your questions or respond to your requests. To find out how to opt-out of these services click on: Google Analytics and AddThis.
Confidentiality and
Security
With regard to our
internal security procedures, First Trust restricts access to your nonpublic personal information to those First Trust employees who need to know that information to provide products or services to you. We maintain
physical, electronic and procedural safeguards to protect your nonpublic personal information.
Policy Updates and
Inquiries
As required by federal
law, we will notify you of our privacy policy annually. We reserve the right to modify this policy at any time, however, if we do change it, we will tell you promptly. For questions about our policy, or for additional
copies of this notice, please go to www.ftportfolios.com, or contact us at 1-800-621-1675 (First Trust Portfolios) or 1-800-222-6822 (First Trust Advisors).
May 2017
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INVESTMENT ADVISOR
First Trust Advisors L.P.
120 E. Liberty Drive, Suite 400
Wheaton, IL 60187
INVESTMENT SUB-ADVISOR
Energy Income Partners, LLC
10 Wright Street
Westport, CT 06880
TRANSFER AGENT
BNY Mellon Investment Servicing
(US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
ADMINISTRATOR,
FUND ACCOUNTANT, AND
CUSTODIAN
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
111 S. Wacker Drive
Chicago, IL 60606
LEGAL COUNSEL
Chapman and Cutler LLP
111 W. Monroe Street
Chicago, IL 60603
Item 2. Code of Ethics.
(a) | | The registrant, as of the end of the period covered by this report, has adopted a
code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant
or a third party. |
(c) | | There have been no amendments, during the period covered by this report, to a provision
of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant
or a third party, and that relates to any element of the code of ethics description. |
(d) | | The registrant has not granted any waivers, including an implicit waiver, from a provision
of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions. |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the
report, the Registrant’s board of trustees has determined that Thomas R. Kadlec and Robert F. Keith are qualified to serve
as audit committee financial experts serving on its audit committee and that each of them is “independent,” as defined
by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) | | Audit Fees (Registrant) — The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant’s
annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years were $44,000 for the fiscal year ended November 30, 2017 and $44,000 for the fiscal
year ended November 30, 2018. |
(b) | | Audit-Related Fees (Registrant) — The aggregate fees billed in
each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to
the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item
were $0 for the fiscal year ended November 30, 2017 and $0 for the fiscal year ended November 30, 2018. |
Audit-Related
Fees (Investment Adviser) — The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s
financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2017
and $0 for the fiscal year ended November 30, 2018.
(c) | | Tax Fees (Registrant) — The aggregate fees billed in each
of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and
tax planning to the registrant were $6,300 for the fiscal year ended November 30, 2017 and $5,550 for the fiscal year ended November
30, 2018. |
Tax
Fees (Investment Adviser) — The aggregate fees billed in each of the last two fiscal years for professional services
rendered by the principal accountant for tax compliance, tax advice, and tax planning to the registrant’s adviser were $0
for the fiscal year ended November 30, 2017 and $0 for the fiscal year ended November 30, 2018.
(d) | | All Other Fees (Registrant) — The aggregate fees billed in each
of the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the
services reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended November 30, 2017 and $0 for the
fiscal year ended November 30, 2018. |
All
Other Fees (Investment Adviser) — The aggregate fees billed in each of the last two fiscal years for products
and services provided by the principal accountant to the registrant’s investment adviser, other than the services reported
in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended November 30, 2017 and $0 for the fiscal year ended
November 30, 2018.
(e)(1) | | Disclose the audit committee’s pre-approval policies and procedures described
in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
Pursuant
to its charter and its Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee (the “Committee”)
is responsible for the pre-approval of all audit services and permitted non-audit services (including the fees and terms thereof)
to be performed for the Registrant by its independent auditors. The Chairman of the Committee authorized to give such pre-approvals
on behalf of the Committee up to $25,000 and report any such pre-approval to the full Committee.
The
Committee is also responsible for the pre-approval of the independent auditor’s engagements for non-audit services with
the Registrant’s adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted
or overseen by another investment adviser) and any entity controlling, controlled by or under common control with the investment
adviser that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting
of the Registrant, subject to the de minimis exceptions for non-audit services described in Rule 2-01 of Regulation S-X.
If the independent auditor has provided non-audit services to the Registrant’s adviser (other than any sub-adviser whose
role is primarily portfolio management and is sub-contracted with or overseen by another investment adviser) and any entity controlling,
controlled by or under common control with the investment adviser that provides ongoing services to the Registrant that were not
pre-approved pursuant to the de minimis exception, the Committee will consider whether the provision of such non-audit
services is compatible with the auditor’s independence.
(e)(2) | | The percentage of services described in each of paragraphs (b) through (d) for the
Registrant and the Registrant’s investment adviser of this Item that were approved by the audit committee pursuant to the
pre-approval exceptions included in paragraph (c)(7)(i)(c) or paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X are as follows: |
(b) 0%
(c) 0%
(d) 0%
(f) | | The percentage of hours expended on the principal accountant’s engagement to
audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons
other than the principal accountant’s full-time, permanent employees was less than fifty percent. |
(g) | | The aggregate non-audit fees billed by the registrant’s accountant for services
rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role
is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the fiscal year ended
November 30, 2017 were $6,300 for the Registrant and $44,000 for the Registrant’s investment adviser, and for the fiscal
year ended November 30, 2018 were $5,550 for the registrant and $48,190 for the Registrant’s investment adviser. |
(h) | | The Registrant’s audit committee of its Board of Trustees has determined that
the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser
whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the
principal accountant’s independence. |
Item 5. Audit Committee of Listed Registrants.
The
Registrant has a separately designated audit committee consisting of all the independent trustees of the Registrant. The members
of the audit committee are: Thomas R. Kadlec, Niel B. Nielson, Richard E. Erickson and Robert F. Keith.
Item 6. Investments.
(a) | | Schedule of Investments in securities of unaffiliated
issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies.
Proxy Voting Policies and Procedures
If an adviser exercises voting authority
with respect to client securities, Advisers Act Rule 206(4)-6 requires the adviser to adopt and implement written policies and
procedures reasonably designed to ensure that client securities are voted in the best interest of the client. This is consistent
with legal interpretations which hold that an adviser’s fiduciary duty includes handling the voting of proxies on securities
held in client accounts over which the adviser exercises investment or voting discretion, in a manner consistent with the best
interest of the client.
Absent unusual circumstances, EIP exercises
voting authority with respect to securities held in client accounts pursuant to provisions in its advisory agreements. Accordingly,
EIP has adopted these policies and procedures with the aim of meeting the following requirements of Rule 206(4)-6:
| · | ensuring that proxies are voted in the best interest of clients; |
| · | addressing material conflicts that may arise between EIP’s interests and those of its clients
in the voting of proxies; |
| · | disclosing to clients how they may obtain information on how EIP voted proxies with respect to
the client’s securities; |
| · | describing to clients EIP’s proxy voting policies and procedures and, upon request, furnishing
a copy of the policies and procedures to the requesting client. |
Engagement
of Institutional Shareholder Services Inc.
With
the aim of ensuring that proxies are voted in the best interest of EIP clients, EIP has engaged Institutional Shareholder Services
Inc. (“ISS”), as its independent proxy voting service to provide EIP with proxy voting recommendations, as well as
to handle the administrative mechanics of proxy voting. EIP has directed ISS to utilize its Proxy Voting Guidelines in making
recommendations to vote, as those guidelines may be amended from time to time.
Conflicts
of Interest in Proxy Voting
There
may be instances where EIP’s interests conflict, or appear to conflict, with client interests in the voting of proxies.
For example, EIP may provide services to, or have an investor who is a senior member of, a company whose management is soliciting
proxies. There may be a concern that EIP would vote in favor of management because of its relationship with the company or a senior
officer. Or, for example, EIP (or its senior executive officers) may have business or personal relationships with corporate directors
or candidates for directorship.
EIP
addresses these conflicts or appearances of conflicts by ensuring that proxies are voted in accordance with the recommendations
made by ISS, an independent third-party proxy voting service. As previously noted, in most cases, proxies will be voted in accordance
with ISS’s own pre-existing proxy voting guidelines.
Disclosure
on How Proxies Were Voted
EIP
discloses to clients in its Form ADV how clients can obtain information on how their proxies were voted, by contacting EIP at
its office in Westport, CT. EIP also discloses in the ADV a summary of these proxy voting policies and procedures and that upon
request, clients will be furnished a full copy of these policies and procedures.
It
is the responsibility of the CCO to ensure that any requests made by clients for proxy voting information are responded to in
a timely fashion and that a record of requests and responses are maintained in EIP’s books and records.
Proxy
Materials
EIP
personnel instructs custodians to forward to ISS all proxy materials received on securities held in EIP client accounts.
Limitations
In
certain circumstances, where EIP has determined that it is consistent with the client’s best interest, EIP will not take
steps to ensure that proxies are voted on securities in the client’s account. The following are circumstances where this
may occur:
*Limited
Value: Proxies will not be required to be voted on securities in a client’s account if the value of the client’s
economic interest in the securities is indeterminable or insignificant (less than $1,000). Proxies will also not be required to
be voted for any securities that are no longer held by the client’s account.
*Securities
Lending Program: When securities are out on loan, they are transferred into the borrower’s name and are voted by the
borrower, in its discretion. In most cases, EIP will not take steps to see that loaned securities are voted. However, where EIP
determines that a proxy vote, or other shareholder action, is materially important to the client’s account, EIP will make
a good faith effort to recall the security for purposes of voting, understanding that in certain cases, the attempt to recall
the security may not be effective in time for voting deadlines to be met.
*Unjustifiable
Costs: In certain circumstances, after doing a cost-benefit analysis, EIP may choose not to vote where the cost of voting
a client’s proxy would exceed any anticipated benefits to the client of the proxy proposal.
Oversight
of Policy
The
Chief Compliance Officer (“CCO”) will follow the following procedures with respect to the oversight of each proxy
advisory firm retained by the Adviser(s):
| · | Periodically, but no less frequently than semi-annually, sample proxy votes to review whether they
complied with the Advisers’ proxy voting policies and procedures including a review of those items that relate to certain
proposals that may require more analysis (e.g. other than voting for directors). |
| · | Collect information, no less frequently than annually, reasonably sufficient to support the conclusion
that the proxy voting service provide has the capacity and competency to adequately analyze proxy issues. In this regard,
the CCO shall consider, among other things: |
| o | the adequacy and quality of the proxy advisory firm’s staffing and personnel; |
| · | the robustness of its policies and procedures regarding its ability to (i) ensure that its proxy
voting recommendations are based on current and accurate information and (ii) identify and address any conflicts of interest; and |
| · | any other considerations that the CCO believes would be appropriate in considering the nature and
quality of the services provided by the proxy voting service. |
For
purposes of these procedures, the CCO may rely upon information posted by a proxy advisory firm on its website, provided that
the proxy advisory firm represents that the information is complete and current.
Recordkeeping
on Proxies
It
is the responsibility of EIP’s CCO to ensure that the following proxy voting records are maintained:
| · | a copy of EIP’s proxy voting policies and procedures; |
| · | a copy of all proxy statements received on securities in client accounts (EIP may rely on ISS or
the SEC’s EDGAR system to satisfy this requirement); |
| · | a record of each vote cast on behalf of a client (EIP relies on ISS to satisfy this requirement); |
| · | a copy of any document prepared by EIP that was material to making a voting decision or that memorializes
the basis for that decision; |
| · | a copy of each written client request for information on how proxies were voted on the client’s
behalf or for a copy of EIP’s proxy voting policies and procedures, and |
| · | a copy of any written response to any client request for information on how proxies were voted
on their behalf or furnishing a copy of EIP’s proxy voting policies and procedures. |
The
CCO will see that these books and records are made and maintained in accordance with the requirements and time periods provided
in Rule 204-2 of the Advisers Act.
For
any registered investment companies advised by EIP, votes made on its behalf will be stored electronically or otherwise recorded
so that they are available for preparation of the Form N-PX, Annual Report of Proxy Voting Record of Registered Management Investment
Company.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a)(1) Identification of Portfolio Manager(s) or Management
Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
Information provided as of February 5, 2019.
Energy Income Partners, LLC
Energy Income Partners, LLC (“EIP”), located in Westport,
CT, was founded in 2003 to provide professional asset management services in the area of energy-related master limited partnerships
(“MLPs”) and other high-payout securities such as pipeline companies, power utilities, YieldCos, and energy infrastructure
real estate investment trusts (“REITs”). EIP mainly focuses on investments in energy-related infrastructure assets
such as pipelines, power transmission and distribution, petroleum storage and terminals that receive fee-based or regulated income
from their corporate and individual customers. As of October 31, 2018, EIP manages or supervises approximately $5.8 billion of
assets. EIP advises two privately offered partnerships for U.S. high net worth individuals and an open-end mutual fund. EIP also
manages separately managed accounts and provides its model portfolio to unified managed accounts. Finally, EIP serves as a sub-advisor
to three closed-end management investment companies in addition to the Fund, an actively managed exchange-traded fund (“ETF”),
a sleeve of an actively managed ETF, a sleeve of a series of a variable insurance trust, and an open-end UCITS fund incorporated
in Ireland. EIP is a registered investment advisor with the Securities and Exchange Commission.
James J. Murchie, Portfolio Manager
James J. Murchie is the Founder, Chief Executive Officer, co-portfolio
manager and a Principal of Energy Income Partners. After founding Energy Income Partners in October 2003, Mr. Murchie and the Energy
Income Partners investment team joined Pequot Capital Management Inc. (“Pequot Capital”) in December 2004. In August
2006, Mr. Murchie and the Energy Income Partners investment team left Pequot Capital and re-established Energy Income Partners.
Prior to founding Energy Income Partners, Mr. Murchie was a Portfolio Manager at Lawhill Capital Partners, LLC (“Lawhill
Capital”), a long/short equity hedge fund investing in commodities and equities in the energy and basic industry sectors.
Before Lawhill Capital, Mr. Murchie was a Managing Director at Tiger Management, LLC, where his primary responsibility was managing
a portfolio of investments in commodities and related equities. Mr. Murchie was also a Principal at Sanford C. Bernstein. He began
his career at British Petroleum, PLC. Mr. Murchie holds a BA from Rice University and an MA from Harvard University.
Eva Pao, Co-Portfolio Manager
Eva Pao is a Principal of Energy Income Partners and
is co-portfolio manager. She has been with EIP since inception in 2003. From 2005 to mid-2006, Ms. Pao joined Pequot Capital Management
during EIP’s affiliation with Pequot. Prior to Harvard Business School, Ms. Pao was a Manager at Enron Corp where she managed
a portfolio in Canadian oil and gas equities for Enron’s internal hedge fund that specialized in energy-related equities
and managed a natural gas trading book. Ms. Pao holds degrees from Rice University and Harvard Business School.
John K. Tysseland, Co-Portfolio Manager
John Tysseland is a Principal and co-portfolio manager.
From 2005 to 2014, he worked at Citi Research most currently serving as a Managing Director where he covered midstream energy companies
and MLPs. From 1998 to 2005, he worked at Raymond James & Associates as a Vice President who covered the oilfield service industry
and established the firm’s initial coverage of MLPs in 2001. Prior to that, he was an Equity Trader at Momentum Securities
from 1997 to 1998 and an Assistant Executive Director at Sumar Enterprises from 1996 to 1997. He graduated from The University
of Texas at Austin in 1996 with a BA in economics.
| (a)(2) | Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest |
Other Accounts Managed by
Portfolio Manager
Information provided as of November 30, 2018.
|
Name of Portfolio Manager or Team Member |
Type of Accounts* |
Total
# of Accounts Managed** |
Total Assets |
# of Accounts Managed for which Advisory Fee is Based on Performance |
Total Assets for which Advisory Fee is Based on Performance |
|
|
|
|
|
|
|
|
1. James Murchie |
Registered Investment Companies: |
7 |
$4095 |
0 |
$0 |
|
|
Other Pooled Investment Vehicles: |
3 |
$225 |
2 |
$214 |
|
|
Other Accounts: |
392 |
$1282 |
0 |
$0 |
|
|
|
|
|
|
|
|
2. Eva Pao |
Registered Investment Companies: |
7 |
$4095 |
0 |
$0 |
|
|
Other Pooled Investment Vehicles: |
3 |
$225 |
2 |
$214 |
|
|
Other Accounts: |
392 |
$1282 |
1 |
$0 |
|
|
|
|
|
|
|
|
3. John Tysseland |
Registered Investment Companies: |
7 |
$4095 |
0 |
$0 |
|
|
Other Pooled Investment Vehicles: |
3 |
$225 |
2 |
$214 |
|
|
Other Accounts: |
392 |
$1282 |
0 |
$0 |
|
|
|
|
|
|
|
|
|
*Examples for Types of Accounts:
Other Registered
Investment Companies: Any investment vehicle which is registered with the SEC, such as mutual funds of registered hedge
funds.
Other Pooled
Investment Vehicles: Any unregistered account for which investor assets are pooled together, such as an unregistered hedge fund.
Other Accounts:
Any accounts managed not covered by the other two categories, such as privately managed accounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Conflicts of Interests
|
*Examples for Types of Accounts: Other Registered Investment Companies: Any investment vehicle which is registered with the SEC, such as mutual funds of registered hedge funds. Other Pooled Investment Vehicles: Any unregistered account for which investor assets are pooled together, such as an unregistered hedge fund. Other Accounts: Any accounts managed not covered by the other two categories, such as privately managed accounts. Portfolio Manager Potential Conflicts of Interests Potential conflicts of interest may arise when a fund’s portfolio manager has day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for the portfolio managers of the Fund. These potential conflicts may include: Besides the Fund, Energy Income Partners, LLC (“EIP”) portfolio managers serves as portfolio managers to separately managed accounts and provides its model portfolio to unified managed accounts and serve as portfolio managers to three closed-end management investment companies other than the Fund, an actively managed exchange-traded fund (ETF), a sleeve of an ETF, a sleeve of a series of a variable insurance trust and Irish domiciled UCITS Fund. The portfolio managers also serve as portfolio managers two private investment funds (the “Private Funds”), both of which have a performance fee and an open end registered mutual fund. EIP has written policies and procedures regarding order aggregation and allocation that seek to ensure that all accounts are treated fairly and equitably and that no account is at a disadvantage. EIP will generally execute client transactions on an aggregated basis when EIP believes that to do so will allow it to obtain best execution and to negotiate more favorable commission rates or avoid certain transaction costs that might have otherwise been paid had such orders been placed independently. EIP’s ability to implement this may be limited by an account’s custodian, directed brokerage arrangements or other constraints limiting EIP’s use of a common executing broker. An aggregated order may be allocated on a basis different from that specified herein provided that all clients receive fair and equitable treatment and there is a legitimate reason for the different allocation. Reasons for deviation may include (but are not limited to): a client’s investment guidelines and restrictions, available cash, liquidity or legal reasons, and to avoid odd-lots or in cases when an allocation would result in a de minimis allocation to one or more clients. Notwithstanding the above, due to differing tax ramifications and compliance ratios, as well as dissimilar risk constraints and tolerances, accounts with similar investment mandates may trade the same securities at differing points in time. Additionally, for the reasons noted above, certain accounts, including funds in which EIP, its affiliates and/or employees (“EIP Funds”) have a financial interest including proprietary accounts, may trade separately from other accounts and participate in transactions which are deemed to be inappropriate for other accounts with similar investment mandates. Further, during periods in which EIP intends to trade the same securities across multiple accounts, transactions for those accounts that must be traded through specific brokers and/or platforms will often be executed after those for accounts over which EIP exercises full brokerage discretion, including the EIP Funds. |
|
(a)(3) Compensation Structure of Portfolio Managers
or Management Team Members
Portfolio Manager Compensation
Information provided as of November
30, 2018.
The
Fund’s portfolio managers are compensated by a competitive minimum base salary and share in the profits of EIP in relation
to their ownership of EIP. The profits of EIP are influenced by the assets under management and the performance of the Funds (i.e.
all Funds managed or sub-advised by EIP) as described above. Therefore, their success is based on the growth and success for all
the funds, not just the funds that charge an incentive fee. The Fund’s portfolio managers understand that you cannot have
asset growth without the trust and confidence of investors, therefore, they do not engage in taking undue risk to generate performance.
The
compensation of the EIP team members is determined according to prevailing rates within the industry for similar positions. EIP
wishes to attract, retain and reward high quality personnel through a competitive compensation package.
| (a)(4) | Disclosure of Securities Ownership |
Information provided as of November 30, 201.
Name | |
Dollar Range of Fund Shares Beneficially Owned |
James Murchie | |
$100,001-$500,000 |
Eva Pao | |
$0 |
John Tysseland | |
$50,001-$100,000 |
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to
the procedures by which the shareholders may recommend nominees to the Registrant’s board of trustees, where those changes
were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation
S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) | The Registrant’s principal executive and principal financial officers, or persons performing
similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under
the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date
within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation
of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b)
under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined
in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the Registrant’s second fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s
internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for
Closed-End Management Investment Companies.
Item 13. Exhibits.
(a)(1) | | Code of ethics, or any amendment thereto, that is the subject of disclosure required
by Item 2 is attached hereto. |
(a)(2) | | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act of 2002 are attached hereto. |
(b) | | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the
Sarbanes- Oxley Act of 2002 are attached hereto. |
(c) | | Notices to the registrant's common shareholders in accordance with the order under
Section 6(c) of the 1940 Act granting an exemption from Section 19(b) of the 1940 Act and Rule 19a-1 under the 1940 Act. (1) |
(1) The Fund received exemptive relief from the Securities and
Exchange Commission which permits the Fund to make periodic distributions of long-term capital gains as frequently as monthly
each taxable year. The relief is conditioned, in part, on an undertaking by the Fund to make the disclosures to the holders of
the Fund's common shares, in addition to the information required by Section 19(a) of the 1940 Act and Rule 19a-1 thereunder.
The Fund is likewise obligated to file with the SEC the information contained in any such notice to shareholders. In that regard,
attached as an exhibit to this filing is a copy of such notice made during the period.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
(registrant) |
|
First Trust Energy Infrastructure Fund |
By (Signature and Title)* |
|
/s/ James M. Dykas |
|
|
James M. Dykas, President and Chief Executive Officer
(principal executive
officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* |
|
/s/ James M. Dykas |
|
|
James M. Dykas, President and Chief Executive Officer
(principal executive
officer)
|
By (Signature and Title)* |
|
/s/ Donald P. Swade |
|
|
Donald P. Swade, Treasurer, Chief Financial Officer
and Chief Accounting Officer
(principal financial officer)
|
* Print the name and title of each signing officer under
his or her signature.