As filed with the Securities and Exchange Commission on July 26, 2011
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1933 Act File No. 333-173334
1940 Act File No. 811-21549
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __
[X] Post-Effective Amendment No. 1
and
[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 23
Energy Income and Growth Fund
Exact Name of Registrant as Specified in Declaration of Trust
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(630) 765-8000
Registrant's Telephone Number, including Area Code
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Eric F. Fess, Esq.
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
Approximate Date of Proposed Public Offering: From time to time after the
effective date of this Registration Statement
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If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. [X]
This Post-Effective Amendment No. 1 will become effective immediately upon
filing pursuant to Rule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
N-2 (File No. 333-173334) of Energy Income and Growth Fund (the "Registration
Statement") is being filed pursuant to Rule 462(d) under the Securities Act of
1933, as amended (the "Securities Act"), solely for the purpose of filing
exhibits to the Registration Statement. Accordingly, this Post-Effective
Amendment No. 1 consists only of a facing page, this explanatory note and Part C
of the Registration Statement on Form N-2 setting forth the exhibits to the
Registration Statement. This Post-Effective Amendment No. 1 does not modify any
other part of the Registration Statement. Pursuant to Rule 462(d) under the
Securities Act, this Post-Effective Amendment No. 1 shall become effective
immediately upon filing with the Securities and Exchange Commission. The
contents of the Registration Statement are hereby incorporated by reference.
PART C - OTHER INFORMATION
Item 25: Financial Statements and Exhibits
1. Financial Statements:
The Registrant's audited financial statements, notes to the financial
statements and the report of independent public accounting firm thereon have
been incorporated into Part B of the Registration Statement by reference to
Registrant's Annual Report for the fiscal year ended November 30, 2010 contained
in its Form N-CSR, as described in the statement of additional information.
2. Exhibits:
a. Declaration of Trust dated March 25, 2004.(1)
b. Amended and Restated By-Laws of Fund.(7)
c. None.
d. Form of Share Certificate.(2)
e. Terms and Conditions of the Dividend Reinvestment Plan.(2)
f. None.
g.1 Form of Investment Management Agreement between Registrant and First Trust
Advisors L.P. (10)
g.2 Form of Sub-Advisory Agreement between Registrant, First Trust Advisors
L.P. and Energy Income Partners, LLC. (10)
h.1 Form of Sales Agreement.(5)
h.2 Underwriting Agreement.*
i. None.
j. Custodian Services Agreement between Registrant and BNY Mellon Investment
Servicing Trust Company (formerly PFPC Trust Company).(3)
k.1 Transfer Agency Services Agreement between Registrant and BNY Mellon
Investment Servicing (US) Inc. (formerly PFPC Inc.).(3)
k.2 Administration and Accounting Services Agreement.(3)
k.3 Form of Committed Facility Agreement.(8)
l.1 Opinion and consent of Chapman and Cutler LLP.(9)
l.2 Opinion and consent of Bingham McCutchen LLP.(9)
l.3 Opinion and consent of Chapman and Cutler LLP.*
l.4 Opinion and consent of Bingham McCutchen LLP.*
m. None.
n. Consent of Independent Registered Public Accounting Firm.*
o. None.
p. Subscription Agreement between Registrant and First Trust Advisors L.P.(3)
q. None.
r.1 Code of Ethics of Registrant.(4)
r.2 Code of Ethics of First Trust Portfolios L.P.(4)
r.3 Code of Ethics of First Trust Advisors L.P.(4)
r.4 Code of Ethics of Energy Income Partners, LLC.(6)
s. Powers of Attorney.(6)
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* Filed herewith.
(1) Filed on April 1, 2004 in Registrant's Registration Statement on Form N-2
(File No. 333-114131) and incorporated herein by reference.
(2) Filed on June 24, 2004 in Registrant's Registration Statement on Form N-2
(File No. 333-114131) and incorporated herein by reference.
(3) Filed on November 30, 2004 in Registrant's Registration Statement on Form
N-2 (File No. 333-120853) and incorporated herein by reference.
(4) Filed on February 10, 2006 in Registrant's Registration Statement on Form
N-2 (File No. 333-131771) and incorporated herein by reference.
(5) Filed on May 19, 2009 in Registrant's Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-2 (File No. 333-154254) and
incorporated herein by reference.
(6) Filed on October 14, 2008 in Registrant's Registration Statement on Form
N-2 (File No. 333-154254) and incorporated herein by reference.
(7) Filed on July 14, 2010 in Registration Statement on Form N-2 (File No.
333-161666) of the First Trust Active Dividend Income Fund and
incorporated herein by reference.
(8) Filed on March 16, 2009 in Registrant's Registration Statement on Form N-2
(File No. 333-154254) and incorporated herein by reference.
(9) Filed on April 1, 2011 in Registrant's Registration Statement on Form N-2
(File No. 333-173334) and incorporated herein by reference.
(10) Filed on October 19, 2010 in Registrant's Proxy Statement on Schedule 14A
(File No. 811-21549) and incorporated herein by reference.
Item 26: Marketing Arrangements
The information contained under the heading "Plan of Distribution"
contained in Registrant's Prospectus, filed as Part A of Registrant's
Registration Statement on April 1, 2011 is incorporated by reference herein.
The information contained in the Underwriting Agreement among the
Registrant, First Trust Advisors L.P., Energy Income Partners LLC and the
Underwriters for the Registrant's common shares of beneficial interest, filed as
exhibit h.2 to this Registration Statement, is incorporated by reference herein.
Item 27: Other Expenses of Issuance and Distribution
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Securities and Exchange Commission Fees $ 1,965
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Financial Industry Regulatory Authority, Inc. Fees $ 5,500
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Printing and Engraving Expenses $ 10,000
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Legal Fees $ 423,000
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Listing Fees $ -
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Accounting Expenses $ 38,000
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Blue Sky Filing Fees and Expenses $ -
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Miscellaneous Expenses $ 38,000
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Total $ 516,465*
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* These expenses will be borne by the Registrant unless otherwise specified in
a prospectus supplement.
Item 28: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 29: Number of Holders of Securities
At May 31, 2011
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Title of Class Number of Record Holders
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Common Shares, $0.01 par value 11,049
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Item 30: Indemnification
Section 5.3 of the Registrant's Declaration of Trust provides as follows:
(a) Subject to the exceptions and limitations contained in paragraph (b)
below:
(i) every person who is or has been a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be indemnified
by the Trust against all liability and against all expenses reasonably
incurred or paid by him or her in connection with any claim, action, suit
or proceeding in which that individual becomes involved as a party or
otherwise by virtue of being or having been a Trustee or officer and
against amounts paid or incurred by that individual in the settlement
thereof; and
(ii) the words "claim," "action," "suit" or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal,
administrative or other, including appeals), actual or threatened; and the
words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement or
compromise, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) against any liability to the Trust or the Shareholders by reason
of a final adjudication by the court or other body before which the
proceeding was brought that the Covered Person engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of that individual's office;
(ii) with respect to any matter as to which the Covered Person shall
have been finally adjudicated not to have acted in good faith in the
reasonable belief that that individual's action was in the best interest of
the Trust; or
(iii) in the event of a settlement involving a payment by a Trustee,
Trustee Emeritus or officer or other disposition not involving a final
adjudication as provided in paragraph (b)(i) or (b)(ii) above resulting in
a payment by a Covered Person, unless there has been either a determination
that such Covered Person did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of that individual's office by the court or other body approving
the settlement or other disposition or by a reasonable determination, based
upon a review of readily available facts (as opposed to a full trial-type
inquiry) that that individual did not engage in such conduct:
(A) by vote of a majority of the Disinterested Trustees (as
defined below) acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(B) by written opinion of (i) the then-current legal counsel to
the Trustees who are not Interested Persons of the Trust or (ii) other
legal counsel chosen by a majority of the Disinterested Trustees (or if
there are no Disinterested Trustees with respect to the matter in question,
by a majority of the Trustees who are not Interested Persons of the Trust)
and determined by them in their reasonable judgment to be independent.
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be a Covered Person and shall inure to
the benefit of the heirs, executors and administrators of such person. Nothing
contained herein shall limit the Trust from entering into other insurance
arrangements or affect any rights to indemnification to which Trust personnel,
including Covered Persons, may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the Covered Person to repay
such amount if it is ultimately determined that the Covered Person is not
entitled to indemnification under this Section 5.3, provided that either:
(i) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising
out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or legal counsel meeting the requirement in Section
5.3(b)(iii)(B) above in a written opinion, shall determine, based upon a
review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the Covered Person
ultimately will be found entitled to indemnification.
As used in this Section 5.3, a "Disinterested Trustee" is one (i) who is
not an "Interested Person" of the Trust (including anyone who has been
exempted from being an "Interested Person" by any rule, regulation or order
of the Commission), and (ii) against whom none of such actions, suits or
other proceedings or another action, suit or other proceeding on the same
or similar grounds is then or had been pending.
(e) With respect to any such determination or opinion referred to in clause
(b)(iii) above or clause (d)(ii) above, a rebuttable presumption shall be
afforded that the Covered Person has not engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office in accordance with pronouncements of the
Commission.
Section 6 of the Underwriting Agreement provides as follows:
6. Indemnification and Contribution.
(a) Indemnification by the Fund, the Adviser and Sub-Adviser. The
Fund, the Adviser and Sub-Adviser, jointly and severally, agree to indemnify and
hold harmless each Underwriter, its partners, directors, members, officers and
each person, if any, who controls any Underwriter within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act as follows:
(1) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto) including any information deemed to be a part
thereof pursuant to Rule 430A or Rule 497 under the Securities Act, or the
omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading,
or arising out of any untrue statement or alleged untrue statement of a
material fact included in the Preliminary Prospectus, any sales material,
the Disclosure Package or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(2) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject to Section
6(e) below) any such settlement is effected with the written consent of the
Fund and the Adviser; and
(3) against any and all expense whatsoever, as incurred (including the
fees and disbursements of counsel chosen by the Underwriters), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under (1) or (2) above,
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Fund, the
Adviser or Sub-Adviser by any Underwriter expressly for use in the Registration
Statement (or any amendment thereto), in the Preliminary Prospectus, any sales
material, the Disclosure Package or in any Prospectus (or any amendment or
supplement thereto).
(b) Indemnification by the Underwriters. Each Underwriter agrees to
indemnify and hold harmless each of the Fund, the Adviser and the Sub-Adviser,
each of their partners, directors, trustees, members, each of their officers who
signed the Registration Statement, and each person, if any, who controls the
Fund, the Adviser or Sub-Adviser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section 6, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), the Preliminary Prospectus,
any sales material, the Disclosure Package or any Prospectus (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information furnished to the Fund, the Adviser or the Sub-Adviser by such
Underwriter expressly for use in the Registration Statement (or any amendment
thereto), such Preliminary Prospectus, sales material, Disclosure Package or
Prospectus (or any amendment or supplement thereto). The Fund, the Adviser and
Sub-Adviser acknowledge that the statements set forth in the Preliminary
Prospectus and the Prospectus in (i) the last sentence of the paragraph of the
cover page regarding delivery of the Securities and (ii) under the heading
"Underwriting," (A) the list of Underwriters and their respective participation
in the sale of the Securities, (B) the sentences related to concessions and
re-allowances and (C) the paragraph related to stabilization, syndicate covering
transactions and penalty bids constitute the only information furnished in
writing by or on behalf of the several Underwriters for inclusion in the
Disclosure Package or the Prospectus.
(c) Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. Counsel to the indemnified parties shall be selected as
follows: counsel to Underwriters, its partners, directors, members, officers,
and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall be
selected by the Underwriters; counsel to the Fund, its partners, directors,
trustees, members, each of its officers who signed the Registration Statement
and each person, if any, who controls the Fund within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall be selected by the
Fund; counsel to the Adviser and each person, if any, who controls the Adviser
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall be selected by the Adviser and counsel to the Sub-Advisor and
each person, if any, who controls the Sub-Advisor within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act shall be selected by
the Sub-Adviser. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties be
liable for the fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for the Underwriters and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, the fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for the Fund, each of their partners, directors, trustees, members, each
of its officers who signed the Registration Statement and each person, if any,
who controls the Fund within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, the fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for the
Adviser, the fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for the Sub-Adviser, and the fees
and expenses of more than one counsel, in each case in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 hereof
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.
(d) Settlement Without Consent if Failure to Reimburse. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(2) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.
(e) Other Agreements with Respect to Indemnification and Contribution.
The provisions of this Section 6 hereof shall not affect any agreements among
the Fund, the Adviser and Sub-Adviser with respect to indemnification of each
other or contribution between themselves.
(f) Contribution.
(1) If the indemnification provided for in this Section 6 hereof is
for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and
expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by
the Fund, the Adviser and Sub-Adviser on the one hand and the Underwriters
on the other hand from the offering of the Securities pursuant to this
Agreement or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative
fault of the Fund, the Adviser and Sub-Adviser on the one hand and of the
Underwriters on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.
(2) The relative benefits received by the Fund, the Adviser and
Sub-Adviser on the one hand and the Underwriters on the other hand in
connection with the offering of the Securities pursuant to this Agreement
shall be deemed to be in the same respective proportions as the total net
proceeds from the offering of the Securities pursuant to this Agreement
(before deducting expenses) received by the Fund and the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth on the cover of the Prospectus, bear to the aggregate initial public
offering price of the Securities as set forth on such cover.
(3) The relative fault of the Fund, the Adviser and Sub-Adviser on the
one hand and the Underwriters on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Fund, by the Adviser,
by the Sub-Adviser or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
(4) The Fund, the Adviser, the Sub-Adviser and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this
Section 6(f) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this Section 6(f). The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 6(f) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.
(5) Notwithstanding the provisions of this Section 6(f), no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or
alleged omission.
(6) No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(7) For purposes of this Section 6(f), each person, if any, who
controls an Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to
contribution as such Underwriter, and each person who controls the Fund,
any Adviser or Sub-Adviser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, each officer of the Fund,
the Adviser and the Sub-Adviser and each trustee, director or member of the
Fund, the Adviser and the Sub-Adviser shall have the same rights to
contribution as the Fund, the Adviser and the Sub-Adviser. The
Underwriters' respective obligations to contribute pursuant to this Section
6(f) are several in proportion to the number of Initial Securities set
forth opposite their respective names in Schedule A hereto and not joint.
(g) The indemnity and contribution agreements contained in this Section 6 and
the representation and warranties of the Fund, the Adviser and the Sub-Adviser
set forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Underwriter, its
partners, officers or employees, or any person controlling such Underwriter,
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, and or by or on behalf of the Fund and/or any Adviser or
Sub-Adviser, its directors and officers or any person who controls the Fund,
and/or any Adviser or Sub-Adviser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, (ii) delivery and acceptance
of the Securities and payment therefor, or (iii) any termination of this
Agreement. A successor to any Underwriter or to the Fund or the Adviser or the
Sub-Adviser, its respective directors or officers, or any person controlling the
Fund, or the Adviser or Sub-Adviser, shall be entitled to the benefits of the
indemnity, contribution and reimbursement agreements contained in this Section
6.
Item 31: Business and Other Connections of Investment Advisers
The information in the Statement of Additional Information under the captions
"Management of the Fund--Trustees and Officers" and "Sub Adviser" is hereby
incorporated by reference.
Item 32: Location of Accounts and Records.
First Trust Advisors L.P. maintains the Declaration of Trust, By-Laws, minutes
of trustees and shareholders meetings and contracts of the Registrant, all
advisory material of the investment adviser, all general and subsidiary ledgers,
journals, trial balances, records of all portfolio purchases and sales, and all
other required records.
Item 33: Management Services
Not applicable.
Item 34: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10
percent from its net asset value as of the effective date of the
Registration Statement, or (2) the net asset value increases to an
amount greater than its net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. The Registrant undertakes (a) to file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration
Statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(2) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(3) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(b) that, for the purpose of determining liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of those securities at that time shall be deemed to be the
initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering;
(d) that, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser, if the Registrant is subject to Rule 430C;
each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the
Securities Act of 1933, shall be deemed to be part of and included in
this Registration Statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in this
Registration Statement or prospectus that is part of this registration
statement or made in a document incorporated or deemed incorporated by
reference into this registration statement or prospectus that is art of
this registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supercede or modify any
statement that was made in this registration statement or prospectus
that was part of this registration statement or made in any such
document immediately prior to such date of first use;
(e) that for the purpose of determining liability of the Registrant under
the Securities Act of 1933 to any purchaser in the initial distribution
of securities:
The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 497 under
the Securities Act of 1933;
(2) the portion of any advertisement pursuant to Rule 482 under the
Securities Act of 1933 relating to the offering containing material
information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(3) any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant under Rule 497(h) under
the Securities Act of 1933 shall be deemed to be part of the
Registration Statement as of the time it was declared effective; and
b. For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional
Information.
7. Upon each issuance of securities pursuant to this Registration
Statement, the Registrant undertakes to file a form of prospectus and/or
prospectus supplement pursuant to Rule 497 and a post-effective
amendment to the extent required by the Securities Act of 1933 and the
rules and regulations thereunder, including, but not limited to a
post-effective amendment pursuant to Rule 462(c) or Rule 462(d) under
the Securities Act of 1933.
8. The Registrant undertakes to file a post-effective amendment pursuant to
Section 8(c) of the Securities Act of 1933 in connection with any
offering of its securities below net asset value.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Wheaton, and State of Illinois, on the 26th day of
July, 2011.
ENERGY INCOME AND GROWTH FUND
By: /s/ James A. Bowen
---------------------------
James A. Bowen, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
----------------------- ------------------------------------- ------------------------------------
Signature Title Date
----------------------- ------------------------------------- ------------------------------------
__/s/ James A. Bowen President, Chairman of the Board July 26, 2011
and Trustee (Principal Executive
James A. Bowen Officer)
----------------------- ------------------------------------- ------------------------------------
___/s/ Mark R. Bradley Chief Financial Officer and July 26, 2011
Treasurer (Principal Financial
Mark R. Bradley and Accounting Officer)
----------------------- ------------------------------------- ------------------------------------
Richard E. Erickson(1) Trustee )
----------------------- ------------------------------------- By: /s/ W. Scott Jardine
Thomas R. Kadlec(1) Trustee ) W. Scott Jardine
----------------------- ------------------------------------- Attorney-In-Fact
Robert F. Keith(1) Trustee ) July 26, 2011
----------------------- -------------------------------------
Niel B. Nielson(1) Trustee )
----------------------- ------------------------------------- ------------------------------------
(1) Original powers of attorney authorizing James A. Bowen, W. Scott Jardine and
Eric F. Fess to execute Registrant's Registration Statement, and Amendments
thereto, for each of the trustees of the Registrant on whose behalf this
Post-Effective Amendment No. 1 is filed, were previously executed filed on
October 14, 2008 as Exhibit S to Registrant's Registration Statement on Form N-2
(File No. 333-154254).
INDEX TO EXHIBITS
h.2 Underwriting Agreement.
l.3 Opinion and consent of Chapman and Cutler LLP.
1.4 Opinion and consent of Bingham McCutchen LLP.
n. Consent of Independent Registered Public Accounting Firm.