As filed with the Securities and Exchange Commission on June 25, 2004
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1933 Act File No. 333-______
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. 4
Energy Income and Growth Fund
Exact Name of Registrant as Specified in Declaration of Trust
1001 Warrenville Road, Suite 300, Lisle, Illinois 60532
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(630) 241-4141
Registrant's Telephone Number, including Area Code
W. Scott Jardine
First Trust Portfolios L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Eric F. Fess
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement
--------------------
If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. [ ]
It is proposed that this filing will become effective (check appropriate box)
[ ] when declared effective pursuant to section 8(c)
[X] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is 333-114131.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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----------------- ---------- ---------------- ----------------- ---------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities Being Being Offering Aggregate Registration
Registered Registered Price Per Unit Offering Price(1) Fee
----------------- ---------- ---------------- ----------------- ---------------
Common Shares, 460,000(2) $20.00 $9,200,000 $1,165.64
$0.01 par value
----------------- ---------- ---------------- ----------------- ---------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) All of which may be purchased pursuant to an over-allotment option
of 960,000 shares granted by the Registrant to the Underwriters.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
dates as the Commission, acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Satement on Form N-2 (Reg. No. 333-114131) filed by Energy Income and Growth
Fund (the "Registrant") with the Securities and Exchange Commission, declared
effective on June 24, 2004, are incorporated herein by reference. On June 24,
2004, the Registrant registered 6,900,000 common shares in Pre-Effective
Amendment No. 3 to the Registrant's Registration Statement filed on Form N-2.
When the common shares previously registered are combined with the common shares
registered herein, the total number of shares registered by the Registrant is
7,360,000 shares.
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this
filing, other than in connection with its organization. Financial Statements
indicating that the Registrant has met the net worth requirements of Section
14(a) of the 1940 Act were filed with Pre-effective Amendment No. 3 to the
Registration Statement.
2. Exhibits:
a. Declaration of Trust dated March 25, 2004. (1)
b. By-Laws of Registrant. (1)
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. (2)
g.2 Form of Sub-Advisory Agreement between Registrant, First Trust Advisors
L.P. and Fiduciary Asset Management, LLC. (2)
h.1 Form of Underwriting Agreement. (2)
h.2 Form of Master Dealers Agreement. (2)
h.3 Form of Master Agreement Among Underwriters. (2)
i. None.
j. Form of Custodian Services Agreement between Registrant and PFPC Trust
Company. (2)
k.1 Form of Transfer Agency Services Agreement between Registrant and PFPC
Inc. (2)
k.2 Form of Administration and Accounting Services Agreement. (2)
k.3 Form of Corporate Finance Services and Consulting Agreement between A.G.
Edwards & Sons, Inc. and First Trust Advisors L.P. (2)
l.1 Opinion and consent of Chapman and Cutler LLP. (2)
l.2 Opinion and consent of Bingham McCutchen LLP. (2)
m. None.
n. Consent of Independent Registered Public Accounting Firm. (2)
o. None.
p. Subscription Agreement between Registrant and First Trust Portfolios,
L.P. (2)
q. None.
r.1 Code of Ethics of Registrant. (2)
r.2 Code of Ethics of First Trust Portfolios L.P. (2)
r.3 Code of Ethics of First Trust Advisors L.P. (2)
r.4 Code of Ethics of Fiduciary Asset Management, LLC (2)
s. Powers of Attorney of Messrs. Bowen, Erickson, Kadlec, Nielson and
Oster. (3)
-------------------
(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 June 1, 2004 in Registrant's Registration Statement on
Form N-2 (File No. 333-114131) and incorporated herein by reference.
Item 25: Marketing Arrangements
Reference is made to the Form of Underwriting Agreement filed as Exhibit h.1 to
the Registration Statement, the Form of Master Dealers Agreement filed as
Exhibit h.2 to the Registration Statement and the Form of Master Agreement Among
Underwriters filed as Exhibit h.3 to the Registration Statement.
Page 2
Item 26: Other Expenses of Issuance and Distribution
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Securities and Exchange Commission Fees $ 17,485
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National Association of Securities Dealers, Inc. Fees 14,300
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Printing and Engraving Expenses 153,528
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Legal Fees 125,000
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Listing Fees 5,000
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Accounting Expenses 10,500
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Blue Sky Filing Fees and Expenses -
--------------------------------------------------------------- ---------------
Miscellaneous Expenses 85,500
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Total $411,313
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Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At June 24, 2004:
----------------------------------------- -------------------------------------
Title of Class Number of Record Holders
----------------------------------------- -------------------------------------
Common Shares, $0.01 par value 1
----------------------------------------- -------------------------------------
Page 3
Item 29: 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
Page 4
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 9 of the Underwriting Agreement provides as follows:
9. Indemnification and Contribution.
(a) The Fund, the Adviser and the Sub-Adviser, jointly and severally,
agree to indemnify and hold harmless each of you and each other
Page 5
Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, from and against any and all losses, claims,
damages, liabilities and expenses, joint or several (including
reasonable costs of investigation), arising out of or based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, the Prospectus, any
Prepricing Prospectus, any sales material (as defined in Section
6(t) of this Agreement) (or any amendment or supplement to any of
the foregoing) or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in
the case of a prospectus, in light of the circumstances under
which they were made) not misleading, except insofar as such
losses, claims, damages, liabilities or expenses arise out of or
are based upon any untrue statement or omission or alleged untrue
statement or omission which has been made therein or omitted
therefrom in reliance upon and in conformity with the information
relating to such Underwriters furnished in writing to the Fund by
or on behalf of any Underwriter through you expressly for use in
connection therewith; provided, however, that the foregoing
indemnification contained in this paragraph (a) with respect to
the Prepricing Prospectus contained in Pre-Effective Amendment
No. 2 to the Registration Statement shall not inure to the
benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) on account of any such loss, claim,
damage, liability or expense arising from the sale of the Shares
by such Underwriter to any person if it is shown that a copy of
the Prospectus (which term as used in this proviso shall not
include any statement of additional information) was not
delivered or sent to such person within the time required by the
1933 Act and the 1933 Act Rules and Regulations and the untrue
statement or alleged untrue statement or omission or alleged
omission of a material fact contained in such Prepricing
Prospectus was corrected in the Prospectus, provided that the
Fund has delivered the Prospectus to the several Underwriters in
requisite quantity on a timely basis to permit proper delivery or
sending. The foregoing indemnity agreement shall be in addition
to any liability which the Fund, the Adviser or the Sub-Adviser
may otherwise have.
(b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect
of which indemnity may be sought against the Fund, the Adviser,
or the Sub-Adviser such Underwriter or such controlling person
shall promptly notify the Fund, the Adviser, or the Sub-Adviser
and the Fund, the Adviser or the Sub-Adviser shall assume the
defense thereof, including the employment of counsel and the
payment of all fees and expenses. Such Underwriter or any such
controlling person shall have the right to employ separate
counsel in any such action, suit or proceeding and to participate
in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Underwriter or controlling person
unless (i) the Fund, the Adviser or the Sub-Adviser have agreed
in writing to pay such fees and expenses, (ii) the Fund, the
Adviser or the Sub-Adviser have failed within a reasonable time
to assume the defense and employ counsel or (iii) the named
parties to any such action, suit or proceeding (including any
impleaded parties) include both such Underwriter or such
Page 6
controlling person and the Fund, the Adviser or the Sub-Adviser
and such Underwriter or such controlling person shall have been
advised by its counsel that representation of such indemnified
party and the Fund, the Adviser or the Sub-Adviser by the same
counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the
same counsel has been proposed) due to actual or potential
differing interests between them (in which case the Fund, the
Adviser and the Sub-Adviser shall not have the right to assume
the defense of such action, suit or proceeding on behalf of such
Underwriter or such controlling person). It is understood,
however, that the Fund, the Adviser and the Sub-Adviser shall, in
connection with any one such action, suit or proceeding or
separate but substantially similar or related actions, suits or
proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the
reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel if there is any
action, suit or proceeding in more than one jurisdiction) at any
time for all such Underwriters and controlling persons not having
actual or potential differing interests with you or among
themselves, which firm shall be designated in writing by the
Representatives and that, subject to the requirements of 1940 Act
Release No. 11330, all such fees and expenses shall be reimbursed
promptly as they are incurred. The Fund, the Adviser and the
Sub-Adviser shall not be liable for any settlement of any such
action, suit or proceeding effected without the written consent
of the Fund, the Adviser or the Sub-Adviser, but if settled with
such written consent or if there be a final judgment for the
plaintiff in any such action, suit or proceeding, the Fund, the
Adviser and the Sub-Adviser agree to indemnify and hold harmless
any Underwriter, to the extent provided in the preceding
paragraph and any such controlling person from and against any
loss, liability, damage or expense by reason by such settlement
or judgment.
(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Fund, the Adviser and the Sub-Adviser,
their trustees, directors, partners, members or managers, any
officers of the Fund who sign the Registration Statement and any
person who controls the Fund, the Adviser or the Sub-Adviser
within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, to the same extent as the foregoing indemnity from
the Fund, the Adviser and the Sub-Adviser to each Underwriter,
but only with respect to information relating to such Underwriter
furnished in writing by or on behalf of such Underwriter through
you expressly for use in the Registration Statement, the
Prospectus or the Prepricing Prospectus contained in
Pre-Effective Amendment No. 2 to the Registration Statement. If
any action, suit or proceeding shall be brought against the Fund,
the Adviser or the Sub-Adviser, any of their trustees, directors,
partners, members or managers, any such officer or any such
controlling person, based on the Registration Statement, the
Prospectus or any Prepricing Prospectus (or any amendment or
supplement thereto) and in respect of which indemnity may be
sought against any Underwriter pursuant to this paragraph (c),
such Underwriter shall have the rights and duties given to each
of the Fund, the Adviser and the Sub-Adviser by paragraph (b)
above (except that if the Fund, the Adviser or the Sub-Adviser
shall have assumed the defense thereof such Underwriter shall not
be required to do so, but may employ separate counsel therein and
Page 7
participate in the defense thereof, but the fees and expenses of
such counsel shall be at such Underwriter's expense) and the
Fund, the Adviser and the Sub-Adviser, their trustees, directors,
partners, managers or members, any such officer and any such
controlling person shall have the rights and duties given to the
Underwriters by paragraph (b) above. The foregoing indemnity
agreement shall be in addition to any liability which the
Underwriters may otherwise have.
(d) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under paragraphs (a) or (c)
hereof in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then an indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of
such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Fund, the Adviser and the Sub-Adviser on the one
hand (treated jointly for this purpose as one person) and the
Underwriters on the other from the offering of the Shares or (ii)
if the allocation provided by clause (i) above 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
the Sub-Adviser on the one hand (treated jointly for this purpose
as one person) and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received
by the Fund, the Adviser and the Sub-Adviser on the one hand
(treated jointly for this purpose as one person) and the
Underwriters on the other shall be deemed to be in the same
proportion that the total net proceeds from the offering (before
deducting expenses) received by the Fund bear to the total
underwriting discounts and commissions received by the
Underwriters, in each case, as set forth in the table on the
cover page of the Prospectus. The relative fault of the Fund, the
Adviser and the Sub-Adviser on the one hand (treated jointly for
this purpose as one person) and of the Underwriters on the other
shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Fund, the Adviser and the Sub-Adviser
on the one hand (treated jointly for this purpose as one person)
or by the Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
(e) 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 9 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 that does not take account of
the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities and expenses referred to
Page 8
in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 9, no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price of the Shares underwritten
by it and distributed to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section
9 are several in proportion to the respective number of Shares
set forth opposite their names in Schedule I (or such number of
Shares increased as set forth in Section 11 hereof) and not
joint.
(f) No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or
threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such
indemnified party from all liability from claimants on claims
that are the subject matter of such action, suit or proceeding.
(g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution
under this Section 8 shall, subject to the requirements of
Release No. 11330, be paid by the indemnifying party to the
indemnified party as such losses, claims, damages, liabilities or
expenses are incurred. The indemnity and contribution agreements
contained in this Section 9 and the representations and
warranties of each 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 or any person controlling any
Underwriter, the Fund, the Adviser, the Sub-Adviser or their
trustees, directors, partners, managers, members, officers or any
person controlling the Fund, the Adviser or the Sub-Adviser, (ii)
acceptance of any Shares and payment therefor hereunder and (iii)
any termination of this Agreement. A successor to any Underwriter
or to the Fund, the Adviser or the Sub-Adviser or their trustees,
directors, partners, managers, members, officers or any person
controlling the Fund, the Adviser or the Sub-Adviser shall be
entitled to the benefits of the indemnity, contribution and
reimbursement agreements contained in this Section 9.
(h) The Fund, the Adviser and the Sub-Adviser each acknowledge that
the statements with respect to (1) the public offering price of
the Shares as set forth on the cover page of the Prospectus and
(2) as set forth under the caption "Underwriting" in the
Prospectus (i) the names of the Underwriters, (ii) the number of
Firm Shares set forth opposite the name of each Underwriter,
(iii) the amount of the selling concessions and reallowances of
selling concessions set forth in the first sentence of the fourth
paragraph, (iv) the penultimate paragraph and (v) the final
Page 9
paragraph constitute the only information furnished in writing to
the Fund by the Underwriters expressly for use in such document.
The Underwriters severally confirm that these statements are
correct in all material respects and were so furnished by or on
behalf of the Underwriters severally for use in the Prospectus.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 30: Business and Other Connections of Investment Advisers
a) First Trust Advisors L.P. ("First Trust Advisors") serves as investment
adviser to the fund and the First Defined Portfolio Fund, LLC and also serves as
subadviser to 38 mutual funds and is the portfolio supervisor of certain unit
investment trusts. Its principal address is 1001 Warrenville Road, Suite 300,
Lisle, Illinois 60532.
The principal business of certain of First Trust Advisors' principal executive
officers involves various activities in connection with the family of unit
investment trusts sponsored by First Trust Portfolios L. P. ("First Trust
Portfolios"). The principal address of First Trust Portfolios is 1001
Warrenville Road, Suite 300, Lisle, Illinois 60532.
Page 10
Other Business, Profession, Vocation or Employment During Past Two Years
Name and Position with First Trust Advisors L.P. Employment During Past Two Years
------------------------------------------------------------ ----------------------------------------------------------
James A. Bowen, Managing Director/President Managing Director/President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Ronald Dean McAlister, Managing Director Managing Director, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Mark R. Bradley, Chief Financial Officer and Managing Chief Financial Officer and Managing Director, First
Director Trust Portfolios and Chief Financial Officer, Bondwave LLC
------------------------------------------------------------ ----------------------------------------------------------
Robert W. Bredemeier, Chief Operating Officer and Managing Chief Operations Officer and Managing Director, First
Director Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Robert Franklin Carey, Chief Investment Officer and Senior Senior Vice President, First Trust Portfolios
Vice President
------------------------------------------------------------ ----------------------------------------------------------
William Scott Jardine, General Counsel General Counsel, First Trust Portfolios and Secretary
of Bondwave LLC
------------------------------------------------------------ ----------------------------------------------------------
Scott Hall, Managing Director Managing Director, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Andy Roggensack, Managing Director Managing Director, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Jason Henry, Senior Vice President Senior Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
David McGarel, Senior Vice President Senior Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Bob Porcellino, Senior Vice President Senior Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Mark Sullivan, Senior Vice President Senior Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Al Davis, Vice President Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Jon Carl Erickson, Vice President Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Bob James, Vice President Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Mitch Mohr, Vice President Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
David Pinsen, Vice President Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Jonathan Steiner, Vice President Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Rick Swiatek, Vice President Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Roger Testin, Vice President Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Kitty Collins, Assistant Vice President Assistant Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
Charles Bradley, Assistant Vice President Assistant Vice President, First Trust Portfolios
------------------------------------------------------------ ----------------------------------------------------------
b) Sub-Advisers. Fiduciary Asset Management, L.L.C. ("Fiduciary Asset
Management") serves as an investment sub-adviser of the Fund. Reference is made
to: (i) the information set forth under "Management of the Fund" in the
Prospectus and "Sub-Adviser" in the Statement of Additional Information; and
(ii) the Form ADV of Fiduciary Asset Management (File No. 801-46751) filed with
the Commission, all of which are incorporated herein by reference.
Item 31: 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.
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Item 32: Management Services
Not applicable.
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it amends
its prospectus if (1) subsequent to the effective date of its Registration
Statement, the net asset value declines more than 10 percent from its net asset
value as of the effective date of the Registration Statement, or (2) the net
asset value increases to an amount greater than its net proceeds as stated in
the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant under Rule 497(h) under the Securities Act of
1933 shall be deemed to be part of the Registration Statement as of the time it
was declared effective.
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.
Page 12
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 Lisle, and State of Illinois, on the 25th day of
June, 2004.
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 June 25, 2004
------------------- Board and Trustee
James A. Bowen (Principal Executive Officer)
---------------------- ------------------------------- -------------------------
/s/ Mark R. Bradley Chief Financial Officer and June 25, 2004
-------------------- Treasurer (Principal Financial
Mark R. Bradley and Accounting Officer)
---------------------- ------------------------------- -------------------------
---------------------- ------------------------------- -------------------------
Richard E. Erickson* Trustee )
---------------------- ------------------------------- By: /s/ W. Scott Jardine
Thomas R. Kadlec* Trustee ) --------------------
---------------------- ------------------------------- W. Scott Jardine
Niel B. Nielson* Trustee ) Attorney-In-Fact
---------------------- ------------------------------- June 25, 2004
David M. Oster* Trustee )
---------------------- ------------------------------- -------------------------
* Original powers of attorney authorizing James A. Bowen, W. Scott
Jardine and Eric F. Fess to execute this Registration Statement, and Amendments
thereto, for each of the trustees of Registrant on whose behalf this Registrant
Statement is filed, were previously executed and filed as an exhibit.
Page 13