EIP Growth and Income Fund
October 31, 2018 Annual Report
EIP Growth and Income Fund
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This report is provided for the general information of the shareholders of the EIP Growth & Income Fund. This report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.
EIP Growth and Income Fund
I am pleased to submit this Annual Report for the EIP Growth and Income Fund (the “Fund”) for the period from January 1, 2018 to October 31, 2018. The Fund changed its fiscal year end from December 31 to October 31. For the ten-month period ended October 31, 2018, the Fund’s total return as measured by the Class I shares was -7.41%. The performance data quoted represents past performance and is no indication of future performance. Investment return and principal value will fluctuate so that investor shares when redeemed may be worth more or less than their original costs and the current performance may be lower or higher than the performance quoted. Please call 1-844-766-8694.
The Fund seeks to provide a high level of total shareholder return that is balanced between current income and growth. As a secondary objective, the Fund seeks low volatility. The Fund pursues its objectives by investing mainly in a diversified portfolio of equity securities of issuers in the energy industry (“Energy Companies”) that seek to pay out all or most of their available free cash flow (“High Payout Energy Companies”). The Fund may achieve a substantial portion of its exposure to Energy Companies by entering into swap agreements and futures with respect to securities of Energy Companies. The Fund may also invest in a portfolio of investment-grade corporate bonds and obligations of the U.S. government and its agencies. The types of companies the Fund invests in include: (1) energy-related master limited partnerships or limited liability companies that are treated as partnerships (“MLPs”), (2) entities that control MLPs, that own general partner interests in an MLP or interests issued by MLP affiliates (such as I-Shares or i-units), (3) U.S. and Canadian energy yield corporations (“Yieldcos”), (4) U.S. and Canadian natural gas and electric utilities, and (5) other energy-related corporations with dividend policies similar to those of High Payout Energy Companies in (1) and (2) above (such as energy infrastructure real estate investment trusts and foreign energy infrastructure corporations). The “Energy Industry” means enterprises connected to the exploration, development, production, gathering, transportation, processing, storing, refining, distribution, mining or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, electricity, coal or other energy sources. The Fund concentrates its investments in the Energy Industry, and may invest without limit in Energy Companies of any market capitalization. While the Fund invests primarily in U.S. and Canadian Energy Companies, it may also invest in Energy Companies organized in other countries. The Fund may also use leverage. Leverage may be achieved by taking short positions as described in the prospectus or through the swaps and futures. The Fund typically uses leverage for any purpose consistent with its investment objective, including in an attempt to enhance returns.
Benchmarks:
We believe the following benchmarks provide appropriate comparisons of the Fund’s performance:
| Total Return |
| 1/1/18 – |
| 10/31/18 |
EIP Growth and Income Fund – Class I | -7.41% |
EIP Growth and Income Fund – Investor Class | -7.61% |
S&P 500 Index | 3.01% |
Wells Fargo Midstream MLP | |
Total Return Index | -1.36% |
Alerian MLP Total Return Index | -2.57% |
| |
S&P 500 Index. The S&P 500 Index is a capitalization weighted index of 500 stocks. This Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. |
| |
Wells Fargo Midstream MLP Total Return Index (WCHWMIDT). The WCHWMIDT consists of 53 energy MLPs as of October 31, 2018 and represents the midstream sub-sector of the Wells Fargo MLP Composite Index. |
|
Alerian MLP Total Return Index (AMZX). The AMZX is a composite of the most prominent energy master limited partnerships calculated by Standard & Poor’s using a float adjusted market capitalization methodology on a total return basis. |
For the period from January 1, 2018 to October 31, 2018, the Fund underperformed the MLP benchmarks in part due to overweight positions in regulated pipeline MLPs and underweight positions in cyclical MLPs. Regulated pipeline MLPs underperformed following a regulatory change as described in more detail below, while sentiment improved for the more cyclical MLPs supported by stronger crude oil prices, natural gas prices, and location differentials. Despite the Fund’s relative performance for the period, we still believe long term performance for long-lived energy infrastructure assets that have stable non-cyclical cash flows, such as regulated pipelines and power transmission that are legal or natural monopolies will be favorable. Nonetheless the recent underperformance of regulated pipelines owned by MLPs and their Canadian sponsors relative to the MLP benchmarks was due to 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. The Fund’s derivatives transactions did not contribute materially to the Fund’s performance.
EIP Growth and Income Fund
Industry Review
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. 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 are continuing in 2018. These simplifications involve the acquisition of the subsidiary MLP by the C-corporation 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 Alerian MLP Index 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 Alerian MLP Index have cut or eliminated their dividends. (Source: Alerian, Bloomberg L.P., FactSet Research Systems Inc.) Now, MLPs in the Alerian MLP Index trade at valuations that are about 42% lower than 2014, while, during the same time 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 has continued to grow with IPOs in 2017, while the number of stand-alone MLPs is declining. (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, it is fair to say that MLPs are created when they lower the cost of equity financing and eliminated when they don’t.
The history of the pipeline utility industry moves in very long cycles and the cycle that saw most of US pipeline assets move to the MLP space due to the MLP being a superior financing tool is reversing. The investment merits of owning these assets (stable, slow-growing earnings with a high dividend payout ratio) has not changed. The Fund continues to seek to invest 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.
Fund Updates
In order to better align its fiscal and tax year-end, the Fund changed fiscal year-end from December 31 to October 31 effective August 23, 2018.
Sincerely,
James Murchie President
EIP Growth and Income Fund
EIP Growth and Income Fund
The views expressed in this commentary reflect those of the Fund’s portfolio management team as of October 31, 2018. Any such views are subject to change at any time based on market or other conditions, and the Fund disclaims any responsibility to update such views. These views are not intended to be a forecast of future events, a guarantee of future results or advice. Because investment decisions for the Fund are based on numerous factors, these views may not be relied upon as an indication of trading intent on behalf of the Fund. The information contained herein has been prepared from sources believed to be reliable but is not guaranteed by the Fund as to its accuracy or completeness. Past performance is not indicative of future results. Performance information provided above assumes the reinvestment of interest, dividends and other earnings. There is no assurance that the Fund’s investment objectives will be achieved.
The Fund’s investment objective, risks, charges and expenses must be considered carefully before investing. The statutory prospectus may be obtained by calling (203) 349-8232, emailing ir@eipinvestments.com or visting eipfunds.com and should be read carefully before investing as it contains this and other important information about the fund.
Mutual fund investing involves risks including loss of your entire investment. Because the Fund concentrates its investments in the Energy Industry, the Fund is subject to greater risk of loss as a result of adverse economic, business or other developments affecting industries within that sector than if its investments were more diversified across different industries. Energy Companies are highly sensitive to events relating to international politics, governmental regulatory policies, including energy conservation and tax policies, fluctuations in supply and demand, environmental liabilities, threats of terrorism and to changes in exchange rates or interest rates. MLPs are subject to various risks related to the underlying operating companies they control, including dependence upon specialized management skills and the risk that such companies may lack or have limited operating histories. The value of the Fund’s investment in an MLP will depend largely on the MLP’s treatment as a partnership for U.S. Federal Income tax purposes. If an MLP is deemed to be a corporation then its income would be subject to federal taxation, reducing the amount of cash available for distribution to the fund which could result in a reduction of the fund’s value. Investments in Non-U.S. companies (including Canadian issuers) are subject to risks related to political, social and economic developments abroad, differences between U.S. and foreign regulatory and accounting requirements, tax risk and market practices, as well as fluctuations in foreign currencies. The Fund invests in Small and Mid-cap companies, which involves additional risks such as limited liquidity and greater volatility than larger companies. The Fund may invest in Fixed Income securities which typically decrease in value when interest rates rise, this risk is usually greater for longer-term debt securities. Investment in Lower-rated and Non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. The Fund may engage in Short Sales which are speculative and more risky than long positions (purchases) in securities because there is no maximum attainable price of the shorted security. Therefore, in theory, securities sold short have unlimited risk. Short selling will also result in higher transaction costs and may result in higher taxes. The Fund’s use of Derivatives could lead to substantial volatility and losses. Some derivatives are “leveraged,” which means they provide the Fund with investment exposure greater than the value of the Fund’s initial investment in the derivative instrument. As a result, these derivatives may magnify or otherwise increase losses to the Fund. Derivative instruments may not correlate well with the performance of the securities or asset class to which the Fund seeks exposure. Derivatives may be illiquid and difficult to price, and the counterparty to a derivatives contract may be unable or unwilling to fulfill its obligations to the Fund. The Fund’s use of leverage, via short sales or derivatives, may cause volatility in returns as it typically magnifies both gains and losses. When the Fund in- creases its investment exposure through the use of leverage, a relatively small market movement may result in significant losses to the Fund. This is not a complete outline of the risks involved in investing in the Fund. Investors are encouraged to read the prospectus carefully prior to investing.
EIP Growth and Income Fund
October 31, 2018
Investment Results (unaudited)
Results of a Hypothetical $10,000 Investment
The chart above assumes an initial gross investment of $10,000 made on October 31, 2008. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Performance data quoted represents past performance, which does not guarantee future results. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost; and the current performance may be lower or higher than the performance data quoted. Please call 1-844-766-8694. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.
The S&P 500 Index is a capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
The Wells Fargo Midstream MLP Total Return Index consists of 53 energy MLPs as of October 31, 2018 and represents the midstream sub-sector of the Wells Fargo MLP Composite Index.
The Alerian MLP Total Return Index is a composite of the most prominent energy master limited partnerships calculated by Standard & Poor’s using a float adjusted market capitalization methodology on a total return basis.
EIP Growth and Income Fund
October 31, 2018
Investment Results (unaudited) – continued
Returns For Year Ended 10/31/18
Average Annual Total Returns
| One Year | Five Year | Ten Year |
EIP Growth and Income Fund – Class I(1)(2) | -6.40% | 0.17% | 11.50% |
EIP Growth and Income Fund – Investor Class(1)(2)(3) | -6.70% | N/A | N/A |
S&P 500 Index | 7.35% | 11.34% | 13.24% |
Wells Fargo Midstream MLP Total Return Index | 1.65% | -2.06% | 10.40% |
Alerian MLP Total Return Index | 0.68% | -4.84% | 8.29% |
(1) | The Fund performance is net of actual fees and expenses incurred by the Fund. |
(2) | As detailed in the Fund Prospectus: Class I – gross expense ratio 6.52%; net expense ratio 3.95%, Investor Class – gross expense ratio 5.63%; net expense ratio 3.38%. The contractual expense waiver is in effect until April 30, 2019. |
(3) | Inception date is 10/18/2016 for Investor Class. The returns since the inception date of the Investor Class for the Investor Class, S&P 500 Index, Wells Fargo Midstream MLP Total Return Index and Alerian MLP Total Return Index are -4.09%, 14.58%, -1.94% and -3.14, respectively. |
EIP Growth and Income Fund
October 31, 2018
Expense Example (unaudited)
As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. The following Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2018 to October 31, 2018.
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = $8.60), then multiply the result by the number in the first line under the heading entitled “Expenses Incurred During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
| Beginning | Ending | | |
| Account Value | Account Value | Annualized | Expenses Incurred |
| 05/01/18 | 10/31/18 | Expense Ratio | During Period(1) |
Class I | | | | |
Actual | $1,000.00 | $1,002.50 | 2.75% | $13.88 |
Hypothetical(2) | $1,000.00 | $1,011.34 | 2.75% | $13.94 |
| | | | |
Investor Class | | | | |
Actual | $1,000.00 | $1,001.30 | 3.14% | $15.84 |
Hypothetical(2) | $1,000.00 | $1,009.38 | 3.14% | $15.90 |
(1) | Expenses are equal to the annualized expense ratio for the share class indicated, multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent one-half year period. |
(2) | Hypothetical assumes 5% annual return before expenses. |
EIP Growth and Income Fund
October 31, 2018
% of Total Investments. The chart shows the Fund’s current allocation as a percentage of the Fund’s total investments, and excludes exposure through derivative instruments and securities sold short. These percentages may vary from those shown in the Schedule of Investments, which are based on the Fund’s net assets. Holdings and allocations may vary over time.
Shares | | | | Value | |
| |
MASTER LIMITED PARTNERSHIPS – 41.72% | |
| | | | | |
| | Consumer Cyclicals – 2.87% | | | |
| 65,430 | | AmeriGas Partners, LP | | $ | 2,332,580 | |
| 84,300 | | Westlake Chemical Partners, LP | | | 1,951,545 | |
| | | | | | 4,284,125 | |
| | | Energy – 38.85% | | | | |
| 15,080 | | Alliance Resource Partners, LP | | | 289,385 | |
| 87,922 | | BP Midstream Partners, LP | | | 1,604,576 | |
| 220,900 | | Enbridge Energy Partners, LP | | | 2,332,704 | |
| 279,091 | | Energy Transfer, LP | | | 4,337,077 | |
| 345,128 | | Enterprise Products Partners, LP | | | 9,256,333 | |
| 53,870 | | EQM Midstream Partners, LP | | | 2,473,172 | |
| 154,348 | | Holly Energy Partners, LP | | | 4,494,614 | |
| 126,920 | | Magellan Midstream Partners, LP | | | 7,828,425 | |
| 38,970 | | MPLX, LP | | | 1,309,782 | |
| 121,700 | | NextEra Energy Partners, LP (a) | | | 5,541,001 | |
| 85,570 | | Phillips 66 Partners, LP | | | 4,185,229 | |
| 134,600 | | Plains GP Holdings, LP, Class A (a) | | | 2,876,402 | |
| 66,840 | | Shell Midstream Partners, LP | | | 1,366,210 | |
| 2,914 | | Spectra Energy Partners, LP | | | 100,533 | |
| 177,055 | | TC PipeLines, LP | | | 5,444,441 | |
| 22,140 | | TransMontaigne Partners, LP | | | 840,877 | |
| 41,800 | | Valero Energy Partners, LP | | | 1,754,764 | |
| 24,310 | | Western Gas Equity Partners, LP | | | 699,156 | |
| 34,590 | | Western Gas Partners, LP | | | 1,368,380 | |
| | | | | | 58,103,061 | |
| | | TOTAL MASTER LIMITED PARTNERSHIPS | | | | |
| | | (Cost $66,775,403) | | | 62,387,186 | |
| |
UNITED STATES COMMON STOCKS – 42.69% | |
| | | | | | | |
| | | Energy – 18.63% | | | | |
| 673,077 | | Enbridge Energy Management, LLC (b) | | | 7,141,352 | |
| 3,610 | | Enbridge, Inc. | | | 112,307 | |
| 42,050 | | EQT Corp. | | | 1,428,439 | |
| 160,900 | | Kinder Morgan, Inc. | | | 2,738,518 | |
| 45,762 | | ONEOK, Inc. | | | 3,001,987 | |
| 15,720 | | Targa Resources Corp. | | | 812,253 | |
| 135,200 | | The Williams Companies, Inc. | | | 3,289,416 | |
| 247,670 | | TransCanada Corp. | | | 9,342,112 | |
| | | | | | 27,866,384 | |
| | | Financial – 0.52% | | | | |
| 6,540 | | CorEnergy Infrastructure | | | | |
| | | Trust, Inc., REIT | | | 236,290 | |
| 25,790 | | InfraREIT, Inc., REIT | | | 542,106 | |
| | | | | | 778,396 | |
| | | Utilities – 23.54% | | | | |
| 26,870 | | Alliant Energy Corp. | | | 1,154,872 | |
| 36,270 | | American Electric Power Co., Inc. | | | 2,660,767 | |
| 42,080 | | CMS Energy Corp. | | | 2,083,802 | |
| 32,930 | | Duke Energy Corp. | | | 2,721,006 | |
| 25,970 | | Eversource Energy | | | 1,642,862 | |
| 128,340 | | Exelon Corp. | | | 5,622,575 | |
| 42,359 | | National Grid PLC, Sponsored ADR | | | 2,266,206 | |
| 29,080 | | NextEra Energy, Inc. | | | 5,016,300 | |
| 41,150 | | NiSource, Inc. | | | 1,043,564 | |
| 50,950 | | PPL Corp. | | | 1,548,880 | |
| 91,590 | | Public Service Enterprise Group, Inc. | | | 4,893,654 | |
| 2,720 | | The Southern Co. | | | 122,482 | |
| 31,280 | | UGI Corp. | | | 1,659,717 | |
| 24,150 | | WEC Energy Group, Inc. | | | 1,651,860 | |
| 22,680 | | Xcel Energy, Inc. | | | 1,111,547 | |
| | | | | | 35,200,094 | |
| | | TOTAL UNITED STATES COMMON STOCKS | | | | |
| | | (Cost $66,746,643) | | | 63,844,874 | |
| |
CANADIAN COMMON STOCKS – 7.93% | |
| | | | | | | |
| | | Energy – 2.28% | | | | |
| 81,420 | | Inter Pipeline Ltd. | | | 1,320,458 | |
| 83,810 | | Keyera Corp. | | | 2,088,167 | |
| | | | | | 3,408,625 | |
| | | Utilities – 5.65% | | | | |
| 39,670 | | Atco Ltd., Class I | | | 1,156,546 | |
| 49,750 | | Canadian Utilities Ltd., Class A | | | 1,180,214 | |
| 43,570 | | Emera, Inc. | | | 1,344,383 | |
| 103,480 | | Enbridge Income Fund Holdings, Inc. | | | 2,395,105 | |
| 69,680 | | Fortis, Inc. | | | 2,302,465 | |
| 4,760 | | Hydro One Ltd. | | | 69,242 | |
| | | | | | 8,447,955 | |
| | | TOTAL CANADIAN COMMON STOCKS | | | | |
| | | (Cost $12,717,646) | | | 11,856,580 | |
| |
HONG KONG COMMON STOCKS – 1.89% | |
| | | | | | | |
| | | Energy – 0.72% | | | | |
| 163,540 | | Power Assets Holdings, Ltd., | | | | |
| | | Sponsored ADR | | | 1,079,364 | |
| | | | | | | |
| | | Industrial – 1.17% | | | | |
| 47,900 | | Cheung Kong Infrastructure | | | | |
| | | Holdings Ltd., ADR | | | 1,755,296 | |
| | | TOTAL HONG KONG COMMON STOCKS | | | | |
| | | (Cost $3,234,911) | | | 2,834,660 | |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
October 31, 2018
Schedule of Investments – continued
Par Value | | | | Value | |
| |
UNITED STATES TREASURY OBLIGATIONS – 50.56% | |
| | United States Treasury Notes – 50.56% | | | |
$ | 64,000,000 | | 2.750%, 09/15/2021 (c) | | $ | 63,681,250 | |
| 12,000,000 | | 2.875%, 09/30/2023 (c) | | | 11,938,828 | |
| | | TOTAL UNITED STATES TREASURY | | | | |
| | | OBLIGATIONS (Cost $75,607,924) | | | 75,620,078 | |
| | | | | | |
Shares | | | | | | |
| |
SHORT TERM INVESTMENTS – 0.20% | |
| | | Money Market Funds – 0.20% | | | | |
| 296,122 | | First American Treasury Obligations, Class Z, | | | | |
| | | Effective Yield, 2.07% (d) | | | 296,122 | |
| | | TOTAL SHORT TERM INVESTMENTS | | | | |
| | | (Cost $296,122) | | | 296,122 | |
Total Investments in Securities | |
(Cost $225,378,649) – 144.99% | | | 216,839,500 | |
Liabilities in Excess of Other Assets – (44.99)% | | | (67,289,077 | ) |
NET ASSETS – 100.00% | | $ | 149,550,423 | |
Percentages are stated as a percent of net assets.
(a) | Organized as a limited partnership and has elected to be treated as a corporation for U.S. federal income tax purposes. |
(b) | Non-income producing security. |
(c) | All or a portion of this security is pledged as collateral for securities sold short. |
(d) | Seven-day yield as of October 31, 2018. |
ADR | American Depositary Receipt |
REIT | Real Estate Investment Trust |
Schedule of Securities Sold Short
The amount of $2,778,612 in cash was segregated with the custodian to cover the following security sold short at October 31, 2018:
BNP Paribas Prime Brokerage, Inc. is the counterparty to the below security sold short.
Par Value | | | | Value | |
| |
UNITED STATES TREASURY OBLIGATIONS – (49.38)% | |
| | | | | |
| | United States Treasury Notes – (49.38)% | | | |
$ | 76,000,000 | | 2.000%, 12/31/2021 | | $ | (73,847,656 | ) |
| | | TOTAL SECURITIES SOLD SHORT | | | | |
| | | (Proceeds $75,006,266) | | $ | (73,847,656 | ) |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
October 31, 2018
Schedule of Total Return Swaps
For each of the following total return swaps the Fund receives total return on reference entity, the counterparty is BNP Paribas Prime Brokerage, Inc., the payment frequency is monthly and the financing rate is 1 month LIBOR (London Interbank Offer Rate) + 90 basis points.
The amount of $4,115,000 in cash was segregated with the custodian to cover the following total return swaps outstanding at October 31, 2018:
| | | | | | Unrealized | |
Long Total Return | Expiration | | Notional | | | Appreciation | |
Equity Swaps | Date | | Amount(1) | | | (Depreciation)(2) | |
American Water Works Co., Inc. | | | | |
| 11/19/2018 | | $ | 8,800 | | | $ | 41 | |
| 12/19/2018 | | | 80,080 | | | | 378 | |
| 01/17/2019 | | | 18,480 | | | | 86 | |
| 02/20/2019 | | | 45,760 | | | | 214 | |
| 03/19/2019 | | | 13,200 | | | | 64 | |
| 04/17/2019 | | | 35,200 | | | | 165 | |
| 05/17/2019 | | | 10,560 | | | | 50 | |
| 06/19/2019 | | | 118,800 | | | | 555 | |
| 07/17/2019 | | | 9,680 | | | | 46 | |
| 08/19/2019 | | | 16,720 | | | | 78 | |
| 09/18/2019 | | | 8,800 | | | | 41 | |
| 10/17/2019 | | | 161,920 | | | | 760 | |
| 11/19/2019 | | | 33,440 | | | | 157 | |
| 12/18/2019 | | | 8,942 | | | | (100 | ) |
Atmos Energy Corp. | | |
| 12/19/2018 | | | 138,336 | | | | (761 | ) |
| 01/17/2019 | | | 37,388 | | | | (206 | ) |
| 02/20/2019 | | | 106,555 | | | | (585 | ) |
| 03/19/2019 | | | 28,041 | | | | (156 | ) |
| 04/17/2019 | | | 74,776 | | | | (411 | ) |
| 05/17/2019 | | | 23,368 | | | | (128 | ) |
| 06/19/2019 | | | 81,321 | | | | (448 | ) |
| 07/17/2019 | | | 14,021 | | | | (78 | ) |
| 08/19/2019 | | | 23,368 | | | | (129 | ) |
| 09/18/2019 | | | 11,217 | | | | (62 | ) |
| 10/17/2019 | | | 229,002 | | | | (1,260 | ) |
| 11/19/2019 | | | 28,041 | | | | (154 | ) |
| 12/18/2019 | | | 9,441 | | | | (145 | ) |
Chesapeake Utilities Corp. | | |
| 12/19/2018 | | | 122,041 | | | | (1,440 | ) |
| 01/17/2019 | | | 37,736 | | | | (445 | ) |
| 02/20/2019 | | | 108,392 | | | | (1,278 | ) |
| 03/19/2019 | | | 28,102 | | | | (332 | ) |
| 04/17/2019 | | | 72,261 | | | | (852 | ) |
| 05/17/2019 | | | 28,101 | | | | (331 | ) |
| 06/19/2019 | | | 87,516 | | | | (1,032 | ) |
| 07/17/2019 | | | 14,452 | | | | (170 | ) |
| 08/19/2019 | | | 23,284 | | | | (274 | ) |
| 09/18/2019 | | | 10,437 | | | | (122 | ) |
| 10/17/2019 | | | 221,600 | | | | (2,612 | ) |
| 11/19/2019 | | | 24,087 | | | | (284 | ) |
| 12/18/2019 | | | 8,156 | | | | (221 | ) |
Energy Transfer, LP | | |
| 07/17/2019 | | | 257,796 | | | | (23,174 | ) |
| 08/19/2019 | | | 12,105 | | | | (1,088 | ) |
| 09/18/2019 | | | 6,820 | | | | (613 | ) |
| 10/17/2019 | | | 120,203 | | | | (10,804 | ) |
| 11/19/2019 | | | 15,345 | | | | (1,380 | ) |
| 12/18/2019 | | | 530,722 | | | | (39,739 | ) |
IDACORP, Inc. | | |
| 12/19/2018 | | | 107,903 | | | | (2,664 | ) |
| 01/17/2019 | | | 25,782 | | | | (637 | ) |
| 02/20/2019 | | | 79,257 | | | | (1,957 | ) |
| 03/19/2019 | | | 19,098 | | | | (474 | ) |
| 04/17/2019 | | | 57,294 | | | | (1,414 | ) |
| 05/17/2019 | | | 21,963 | | | | (543 | ) |
| 06/19/2019 | | | 190,980 | | | | (4,712 | ) |
| 07/17/2019 | | | 14,324 | | | | (353 | ) |
| 08/19/2019 | | | 24,827 | | | | (612 | ) |
| 09/18/2019 | | | 14,323 | | | | (355 | ) |
| 10/17/2019 | | | 253,048 | | | | (6,245 | ) |
| 11/19/2019 | | | 42,015 | | | | (1,036 | ) |
| 12/18/2019 | | | 9,664 | | | | (350 | ) |
Kinder Morgan, Inc. | | |
| 11/19/2018 | | | 35,080 | | | | (687 | ) |
| 12/19/2018 | | | 298,180 | | | | (5,836 | ) |
| 01/17/2019 | | | 68,756 | | | | (1,346 | ) |
| 02/20/2019 | | | 189,608 | | | | (3,711 | ) |
| 03/19/2019 | | | 51,568 | | | | (1,008 | ) |
| 04/17/2019 | | | 191,186 | | | | (3,742 | ) |
| 05/17/2019 | | | 519,535 | | | | (10,168 | ) |
| 06/19/2019 | | | 495,330 | | | | (9,697 | ) |
| 07/17/2019 | | | 54,198 | | | | (1,061 | ) |
| 08/19/2019 | | | 91,384 | | | | (1,788 | ) |
| 09/18/2019 | | | 51,041 | | | | (1,000 | ) |
| 10/17/2019 | | | 899,451 | | | | (17,605 | ) |
| 11/19/2019 | | | 142,951 | | | | (2,797 | ) |
| 12/18/2019 | | | 44,775 | | | | (1,780 | ) |
New Jersey Resources Corp. | | |
| 01/17/2019 | | | 42,655 | | | | 134 | |
| 02/20/2019 | | | 121,230 | | | | 379 | |
| 03/19/2019 | | | 32,777 | | | | 102 | |
| 04/17/2019 | | | 89,800 | | | | 281 | |
| 05/17/2019 | | | 31,879 | | | | 99 | |
| 06/19/2019 | | | 289,156 | | | | 904 | |
| 07/17/2019 | | | 24,246 | | | | 76 | |
| 08/19/2019 | | | 40,859 | | | | 127 | |
| 09/18/2019 | | | 18,858 | | | | 59 | |
| 10/17/2019 | | | 403,651 | | | | 1,262 | |
| 11/19/2019 | | | 47,594 | | | | 148 | |
| 12/18/2019 | | | 18,146 | | | | (128 | ) |
Phillips 66 Partners, LP | | |
| 11/19/2018 | | | 10,242 | | | | (316 | ) |
| 12/19/2018 | | | 84,496 | | | | (2,601 | ) |
| 01/17/2019 | | | 19,460 | | | | (599 | ) |
| 02/20/2019 | | | 58,379 | | | | (1,796 | ) |
| 03/19/2019 | | | 14,850 | | | | (457 | ) |
| 04/17/2019 | | | 40,968 | | | | (1,260 | ) |
| 05/17/2019 | | | 79,375 | | | | (2,442 | ) |
| 06/19/2019 | | | 65,549 | | | | (2,016 | ) |
| 07/17/2019 | | | 11,266 | | | | (346 | ) |
| 08/19/2019 | | | 18,436 | | | | (568 | ) |
| 09/18/2019 | | | 10,754 | | | | (331 | ) |
| 10/17/2019 | | | 178,211 | | | | (5,484 | ) |
| | | | | | | | | |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
October 31, 2018
Schedule of Total Return Swaps – continued
| | | | | | Unrealized | |
Long Total Return | Expiration | | Notional | | | Appreciation | |
Equity Swaps | Date | | Amount(1) | | | (Depreciation)(2) | |
Phillips 66 Partners, LP (continued) | | | | | | |
| 11/19/2019 | | $ | 33,799 | | | $ | (1,040 | ) |
| 12/18/2019 | | | 10,512 | | | | (585 | ) |
PPL Corp. | | | | | | | | | |
| 05/17/2019 | | | 465,885 | | | | (1,384 | ) |
| 06/19/2019 | | | 94,090 | | | | (283 | ) |
| 07/17/2019 | | | 16,443 | | | | (50 | ) |
| 08/19/2019 | | | 27,405 | | | | (81 | ) |
| 09/18/2019 | | | 14,921 | | | | (44 | ) |
| 10/17/2019 | | | 270,701 | | | | (804 | ) |
| 11/19/2019 | | | 33,495 | | | | (99 | ) |
| 12/18/2019 | | | 12,344 | | | | (199 | ) |
Sempra Energy | | | | | | | | | |
| 02/20/2019 | | | 104,741 | | | | (4,672 | ) |
| 03/19/2019 | | | 27,624 | | | | (1,232 | ) |
| 04/17/2019 | | | 103,590 | | | | (4,620 | ) |
| 05/17/2019 | | | 40,285 | | | | (1,797 | ) |
| 06/19/2019 | | | 166,895 | | | | (7,444 | ) |
| 07/17/2019 | | | 27,624 | | | | (1,233 | ) |
| 08/19/2019 | | | 36,832 | | | | (1,643 | ) |
| 09/18/2019 | | | 13,812 | | | | (617 | ) |
| 10/17/2019 | | | 223,294 | | | | (9,958 | ) |
| 11/19/2019 | | | 34,530 | | | | (1,540 | ) |
| 12/18/2019 | | | 11,598 | | | | (600 | ) |
Shell Midstream Partners, LP | | | | | | | | |
| 11/19/2018 | | | 16,672 | | | | (342 | ) |
| 12/19/2018 | | | 148,589 | | | | (3,050 | ) |
| 01/17/2019 | | | 34,178 | | | | (701 | ) |
| 02/20/2019 | | | 95,239 | | | | (1,954 | ) |
| 03/19/2019 | | | 25,424 | | | | (522 | ) |
| 04/17/2019 | | | 68,772 | | | | (1,411 | ) |
| 05/17/2019 | | | 22,716 | | | | (466 | ) |
| 06/19/2019 | | | 961,766 | | | | (19,738 | ) |
| 07/17/2019 | | | 40,012 | | | | (822 | ) |
| 08/19/2019 | | | 67,522 | | | | (1,386 | ) |
| 09/18/2019 | | | 37,929 | | | | (779 | ) |
| 10/17/2019 | | | 666,255 | | | | (13,674 | ) |
| 11/19/2019 | | | 97,531 | | | | (2,002 | ) |
| 12/18/2019 | | | 34,576 | | | | (1,915 | ) |
TC PipeLines, LP | | | | | | | | | |
| 06/19/2019 | | | 210,184 | | | | 8,998 | |
| 07/17/2019 | | | 6,184 | | | | 264 | |
| 08/19/2019 | | | 10,308 | | | | 441 | |
| 09/18/2019 | | | 5,597 | | | | 240 | |
| 10/17/2019 | | | 102,192 | | | | 4,375 | |
| 11/19/2019 | | | 11,780 | | | | 504 | |
| 12/18/2019 | | | 6,092 | | | | 50 | |
UGI Corp. | | | | | | | | | |
| 11/19/2018 | | | 16,158 | | | | (261 | ) |
| 12/19/2018 | | | 139,497 | | | | (2,257 | ) |
| 01/17/2019 | | | 32,855 | | | | (531 | ) |
| 02/20/2019 | | | 84,560 | | | | (1,368 | ) |
| 03/19/2019 | | | 24,238 | | | | (392 | ) |
| 04/17/2019 | | | 64,632 | | | | (1,046 | ) |
| 05/17/2019 | | | 19,928 | | | | (322 | ) |
| 06/19/2019 | | | 216,517 | | | | (3,503 | ) |
| 07/17/2019 | | | 17,774 | | | | (287 | ) |
| 08/19/2019 | | | 29,623 | | | | (479 | ) |
| 09/18/2019 | | | 16,696 | | | | (271 | ) |
| 10/17/2019 | | | 291,921 | | | | (4,724 | ) |
| 11/19/2019 | | | 51,706 | | | | (836 | ) |
| 12/18/2019 | | | 16,199 | | | | (301 | ) |
The Williams Companies, Inc. | | | | | | | | |
| 05/17/2019 | | | 1,287,633 | | | | (119,158 | ) |
| 06/19/2019 | | | 260,205 | | | | (24,063 | ) |
| 07/17/2019 | | | 36,408 | | | | (3,366 | ) |
| 08/19/2019 | | | 74,956 | | | | (6,932 | ) |
| 09/18/2019 | | | 41,761 | | | | (3,861 | ) |
| 10/17/2019 | | | 738,317 | | | | (68,277 | ) |
| 11/19/2019 | | | 93,695 | | | | (8,665 | ) |
| 12/18/2019 | | | 37,842 | | | | (3,827 | ) |
| | | $ | 16,883,830 | | | $ | (515,072 | ) |
(1) | The notional amount represents the U.S. dollar value of the contract as of the day of the opening of the transaction or latest contract reset date. |
(2) | Amounts include $23,133 of net dividends and financing costs. |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
October 31, 2018
Statement of Assets and Liabilities
ASSETS: | | | |
Investments, at value (cost $225,378,649) | | $ | 216,839,500 | |
Cash | | | 80,191 | |
Restricted cash for securities sold short | | | 2,778,612 | |
Restricted cash for swaps | | | 4,115,000 | |
Appreciation on swaps (premium paid $0) | | | 21,078 | |
Receivables: | | | | |
Dividends | | | 590,987 | |
Interest | | | 265,663 | |
Prepaid expenses | | | 36,046 | |
Total assets | | | 224,727,077 | |
| | | | |
LIABILITIES: | | | | |
Depreciation on swaps (premium received $0) | | | 536,150 | |
Securities sold short (proceeds $75,006,266) | | | 73,847,656 | |
Payables: | | | | |
Interest expense | | | 517,076 | |
Professional fees | | | 109,349 | |
Investment advisory fees (Note 3) | | | 97,965 | |
Accounting and administration fees (Note 3) | | | 20,431 | |
Deposit from broker for swaps | | | 7,855 | |
Custodian fees | | | 6,398 | |
Printing expense | | | 5,750 | |
Trustees fees and related expenses (Note 3) | | | 4,167 | |
Distribution (12b-1) and service fees | | | 700 | |
Other accrued expenses | | | 23,157 | |
Total liabilities | | | 75,176,654 | |
NET ASSETS | | $ | 149,550,423 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value ($0.01 per share) | | $ | 106,795 | |
Paid-in capital | | | 158,806,154 | |
Total Distributable loss | | | (9,362,526 | ) |
Total Net Assets | | $ | 149,550,423 | |
| | | | |
Class I | | | | |
Shares outstanding (unlimited number of shares authorized) | | | 10,671,270 | |
Net Assets | | | 149,434,883 | |
Net Asset Value, offering and redemption price per share (net assets/shares outstanding) | | $ | 14.00 | |
| | | | |
Investor Class | | | | |
Shares outstanding (unlimited number of shares authorized) | | | 8,261 | |
Net Assets | | | 115,540 | |
Net Asset Value, offering and redemption price per share (net assets/shares outstanding) | | $ | 13.99 | |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
Statement of Operations For the Period Ended October 31, 2018 and Year Ended December 31, 2017
| | Period Ended | | | Year Ended | |
| | October 31, 2018* | | | December 31, 2017 | |
INVESTMENT INCOME: | | | | | | |
Dividends | | $ | 1,565,035 | | | $ | 429,265 | |
Less: foreign taxes withheld | | | (117,013 | ) | | | (27,789 | ) |
Interest | | | 927,928 | | | | 285,646 | |
Total investment income | | | 2,375,950 | | | | 687,122 | |
| | | | | | | | |
EXPENSES: | | | | | | | | |
Interest expenses | | | 1,369,790 | | | | 504,723 | |
Investment advisory fees (Note 3) | | | 809,209 | | | | 238,012 | |
Professional fees | | | 146,935 | | | | 151,451 | |
Accounting and administration fees (Note 3) | | | 100,237 | | | | 117,007 | |
Transfer agent fees (Note 3) | | | 51,424 | | | | 53,773 | |
Federal and state registration fees | | | 42,612 | | | | 62,860 | |
Trustees fees and related expenses (Note 3) | | | 42,134 | | | | 50,538 | |
Custodian fees | | | 29,782 | | | | 16,361 | |
Compliance fees | | | 27,650 | | | | 34,834 | |
Insurance expense | | | 27,394 | | | | 32,744 | |
Printing expenses | | | 10,971 | | | | 9,615 | |
Miscellaneous expenses | | | 1,211 | | | | 2,024 | |
Distribution (12b-1) and service fees | | | 958 | | | | 831 | |
Offering Costs | | | — | | | | 63,504 | |
Total expenses | | | 2,660,307 | | | | 1,338,277 | |
Expense reimbursement by Advisor (Note 3) | | | (224,030 | ) | | | (361,224 | ) |
Expense recoupment by Advisor (Note 3) | | | — | | | | 4,526 | |
Net expenses | | | 2,436,277 | | | | 981,579 | |
NET INVESTMENT LOSS | | | (60,327 | ) | | | (294,457 | ) |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) | | | | | | | | |
NET REALIZED GAIN/(LOSS) ON: | | | | | | | | |
Investments | | | 703,279 | | | | 155,287 | |
Securities sold short | | | 223,564 | | | | — | |
Swaps | | | 36,768 | | | | (127,317 | ) |
Foreign currency transactions | | | (24,730 | ) | | | (3,748 | ) |
Net realized gain/(loss) | | | 938,881 | | | | 24,222 | |
NET CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION) ON: | | | | | | | | |
Investments | | | (9,397,250 | ) | | | 327,791 | |
Securities sold short | | | 905,092 | | | | 253,518 | |
Swaps | | | (445,882 | ) | | | (70,340 | ) |
Foreign currency translations | | | — | | | | (63 | ) |
Net change in unrealized appreciation/(depreciation) | | | (8,938,040 | ) | | | 510,906 | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) | | | (7,999,159 | ) | | | 535,128 | |
NET INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS | | $ | (8,059,486 | ) | | $ | 240,671 | |
* | The EIP Growth and Income Fund changed fiscal year end from December 31 to October 31 effective close of business August 23, 2018. Amounts shown are for the period January 1, 2018 through October 31, 2018. 2017 information is presented for this Fund due to the fiscal year end change. |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
Statements of Changes in Net Assets
| | Period Ended | | | Year Ended | | | Year Ended | |
| | October 31, 2018** | | | December 31, 2017 | | | December 31, 2016* | |
OPERATIONS: | | | | | | | | | |
Net investment loss | | $ | (60,327 | ) | | $ | (294,457 | ) | | $ | (140,488 | ) |
Net realized gain on investments, swaps | | | | | | | | | | | | |
and foreign currency transactions | | | 938,881 | | | | 24,222 | | | | 891,242 | |
Net change in unrealized appreciation/depreciation on investments, | | | | | | | | | | | | |
securities sold short, swaps and foreign currency translations | | | (8,938,040 | ) | | | 510,906 | | | | 1,778,552 | |
Net increase/decrease in net assets from operations | | | (8,059,486 | ) | | | 240,671 | | | | 2,529,306 | |
| | | | | | | | | | | | |
Distributions to shareholders from: | | | | | | | | | | | | |
Net Investment Income – Class I | | | (201,795 | ) | | | — | | | | (137,307 | ) |
Net Investment Income – Investor Class | | | (121 | ) | | | — | | | | (18 | ) |
Return of capital – Class I | | | (1,971,735 | ) | | | (399,491 | ) | | | — | |
Return of capital – Investor Class | | | (5,658 | ) | | | (3,550 | ) | | | — | |
Total distributions | | | (2,179,309 | ) | | | (403,041 | ) | | | (137,325 | ) |
| | | | | | | | | | | | |
Capital share transactions | | | | | | | | | | | | |
Class I | | | | | | | | | | | | |
Proceeds from sales of Fund shares | | | 114,362,779 | | | | 49,201,234 | | | | 212,533 | |
Proceeds from reinvestment of distributions | | | 2,135,332 | | | | 394,214 | | | | 136,325 | |
Cost of Fund shares redeemed | | | (18,130,733 | ) | | | (5,930,823 | ) | | | (654,925 | ) |
Net increase/decrease in net assets | | | | | | | | | | | | |
from capital share transactions | | | 98,367,378 | | | | 43,664,625 | | | | (306,067 | ) |
Investor Class | | | | | | | | | | | | |
Proceeds from sales of Fund shares | | | 113,000 | | | | 250,000 | | | | 2,500 | |
Proceeds from reinvestment of distributions | | | 5,779 | | | | 3,550 | | | | 18 | |
Cost of Fund shares redeemed | | | (236,390 | ) | | | — | | | | — | |
Net increase/decrease in net assets | | | | | | | | | | | | |
from capital share transactions | | | (117,611 | ) | | | 253,550 | | | | 2,518 | |
Total increase in net assets | | | 88,010,972 | | | | 43,755,805 | | | | 2,088,432 | |
| | | | | | | | | | | | |
NET ASSETS: | | | | | | | | | | | | |
Beginning of year | | | 61,539,451 | | | | 17,783,646 | | | | 15,695,214 | |
End of year | | $ | 149,550,423 | | | $61,539,451^ | | | $17,783,646^^ | |
| | | | | | | | | | | | |
Changes in shares outstanding | | | | | | | | | | | | |
Class I | | | | | | | | | | | | |
Shares sold | | | 7,798,787 | | | | 3,207,589 | | | | 14,747 | |
Shares issued to holders in reinvestments of distributions | | | 150,345 | | | | 25,356 | | | | 8,778 | |
Shares redeemed | | | (1,248,477 | ) | | | (386,669 | ) | | | (42,500 | ) |
Net increase/decrease | | | 6,700,655 | | | | 2,846,276 | | | | (18,975 | ) |
Investor Class | | | | | | | | | | | | |
Shares sold | | | 7,977 | | | | 15,470 | | | | 159 | |
Shares issued to holders in reinvestments of distributions | | | 410 | | | | 227 | | | | 1 | |
Shares redeemed | | | (15,983 | ) | | | — | | | | — | |
Net increase/decrease | | | (7,596 | ) | | | 15,697 | | | | 160 | |
* | The Investor Class commenced operation on October 18, 2016. |
** | The EIP Growth and Income Fund changed fiscal year end from December 31 to October 31 effective close of business August 23, 2018. Amounts shown are for the period January 1, 2018 through October 31, 2018. 2016 information is presented for this Fund due to the fiscal year end change. |
^ | Net Assets include accumulated undistributed net investment loss of $(297,686). |
^^ | Net Assets include accumulated undistributed net investment loss of $(139,883). |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
For the Period Ended October 31, 2018 and Year Ended December 31, 2017
| | Period Ended | | | Year Ended | |
| | October 31, 2018* | | | December 31, 2017 | |
Cash Used in Operating Activities | | | | | | |
Net decrease in net assets from operations | | $ | (8,059,486 | ) | | $ | 240,671 | |
Adjustments to reconcile net decrease in net assets resulting from operations: | | | | | | | | |
Purchases of investment securities | | | (252,873,562 | ) | | | (90,978,832 | ) |
Sales of investment securities | | | 124,927,042 | | | | 5,042,551 | |
Proceeds on securities sold short | | | 41,512,930 | | | | 43,289,802 | |
Purchases to cover securities sold short | | | (9,572,900 | ) | | | — | |
Sales of short-term investments, net | | | 1,765,972 | | | | 1,963,655 | |
Net realized gains on investments and securities sold short | | | (886,360 | ) | | | (163,513 | ) |
Net change in unrealized appreciation/depreciation on investments, | | | | | | | | |
securities sold short, swaps and foreign currency translations | | | 8,938,040 | | | | (510,969 | ) |
Return of capital distributions received from investments | | | | | | | | |
in master limited partnerships | | | 2,218,871 | | | | 629,548 | |
Amortization and accretion of premium and discount | | | (83,353 | ) | | | 2,570 | |
(Increase) Decrease in Assets: | | | | | | | | |
Receivables: | | | | | | | | |
Dividends, dividend reclaims, and interest receivable | | | (798,543 | ) | | | (37,427 | ) |
Due from manager receivable | | | — | | | | 12,021 | |
Prepaid expenses | | | 14,857 | | | | 82,525 | |
Deposit with broker for securities sold short | | | 1,804,955 | | | | (1,804,955 | ) |
Increase (Decrease) in Liabilities: | | | | | | | | |
Payables: | | | | | | | | |
Distribution (12b-1) and service fees payable | | | 235 | | | | 465 | |
Trustee fees and related expenses payable | | | 3,802 | | | | (186 | ) |
Accounting and administration fees | | | 1,428 | | | | 328 | |
Custodian fees payable | | | 3,198 | | | | 697 | |
Printing expense payable | | | 5,040 | | | | (1,339 | ) |
Investment advisory fee payable | | | 49,727 | | | | 48,238 | |
Other accrued expenses | | | 1,918 | | | | 7,589 | |
Professional fees payable | | | 6,036 | | | | (26,563 | ) |
Interest expense payable | | | 464,032 | | | | 53,044 | |
Deposit from broker for swaps | | | (35,034 | ) | | | 42,889 | |
| | | | | | | | |
Net cash used in operating activities | | | (90,591,155 | ) | | | (42,107,191 | ) |
| | | | | | | | |
Cash Flows Provided by Financing Activities | | | | | | | | |
Proceeds from shares sold | | | 114,525,279 | | | | 49,401,734 | |
Payment on shares redeemed | | | (18,367,123 | ) | | | (5,930,823 | ) |
Cash distributions paid to Shareholders | | | (38,198 | ) | | | (5,277 | ) |
Net cash provided by financing activities | | | 96,119,958 | | | | 43,465,634 | |
Net increase in cash and restricted cash | | $ | 5,528,803 | | | $ | 1,358,443 | |
| | | | | | | | |
Beginning Balance | | | 1,445,000 | | | | 86,557 | |
Ending Balance | | $ | 6,973,803 | | | $ | 1,445,000 | |
| | | | | | | | |
Supplemental information | | | | | | | | |
Cash paid for interest | | $ | 905,758 | | | $ | 451,679 | |
Non-cash financing activities – distributions reinvested | | | 2,141,111 | | | | 397,764 | |
Non-cash financing activities – increase in receivable for Fund shares sold | | | — | | | | 49,500 | |
* | The EIP Growth and Income Fund changed fiscal year end from December 31 to October 31 effective close business August 23, 2018. Amounts shown are for the period January 1, 2018 through October 31, 2018. |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
The financial highlights table is intended to help you understand the Fund’s financial performance for the periods shown. Certain information reflects financial results for a share outstanding throughout each period. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).
Class I | |
| | Period Ended | | | | | | | | | | | | | | | | |
| | October 31, | | | Year Ended December 31, | |
| | 2018* | | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |
Net asset value, beginning of period/year | | $ | 15.44 | | | $ | 15.81 | | | $ | 13.73 | | | $ | 17.62 | | | $ | 16.37 | | | $ | 14.51 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss(1) | | | (0.01 | ) | | | (0.19 | ) | | | (0.13 | ) | | | (0.50 | ) | | | (0.44 | ) | | | (0.29 | ) |
Net realized and unrealized | | | | | | | | | | | | | | | | | | | | | | | | |
gain (loss) on investments | | | (1.13 | ) | | | 0.09 | | | | 2.33 | | | | (3.30 | ) | | | 3.41 | | | | 3.16 | |
Total from investment operations | | | (1.14 | ) | | | (0.10 | ) | | | 2.20 | | | | (3.80 | ) | | | 2.97 | | | | 2.87 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions paid to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.02 | ) | | | — | | | | (0.12 | ) | | | (0.09 | ) | | | (1.72 | ) | | | (1.01 | ) |
Return of capital | | | (0.28 | ) | | | (0.27 | ) | | | — | | | | — | | | | — | | | | — | |
Total from distributions | | | (0.30 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.09 | ) | | | (1.72 | ) | | | (1.01 | ) |
Net increase (decrease) in net asset value | | | (1.44 | ) | | | (0.37 | ) | | | 2.08 | | | | (3.89 | ) | | | 1.25 | | | | 1.86 | |
Net asset value, end of period/year | | $ | 14.00 | | | $ | 15.44 | | | $ | 15.81 | | | $ | 13.73 | | | $ | 17.62 | | | $ | 16.37 | |
Total return | | | (7.41 | )%(4) | | | (0.68 | )% | | | 16.14 | % | | | (21.54 | )% | | | 18.69 | % | | | 20.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period/year (in 000’s) | | $ | 149,435 | | | $ | 61,295 | | | $ | 17,781 | | | $ | 15,695 | | | $ | 24,221 | | | $ | 35,037 | |
Ratios of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Before expense reimbursement(6) | | | 3.28 | %(3)(5) | | | 5.62 | % | | | 3.59 | %(2) | | | 4.95 | % | | | 3.87 | % | | | 2.90 | % |
After expense reimbursement(7) | | | 3.01 | %(3)(5) | | | 4.12 | % | | | 2.14 | %(2) | | | N/A | | | | N/A | | | | N/A | |
Ratios of net investment | | | | | | | | | | | | | | | | | | | | | | | | |
loss to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses reimbursed | | | (0.35 | )%(3)(5) | | | (2.73 | )% | | | (2.28 | )%(2) | | | (3.11 | )% | | | (2.47 | )% | | | (1.64 | )% |
After fees waived and expenses reimbursed | | | (0.08 | )%(3)(5) | | | (1.23 | )% | | | (0.83 | )%(2) | | | N/A | | | | N/A | | | | N/A | |
Portfolio turnover rate excluding | | | | | | | | | | | | | | | | | | | | | | | | |
securities sold short transactions | | | 86 | %(4) | | | 13 | % | | | 53 | % | | | 49 | % | | | 25 | % | | | 102 | % |
Portfolio turnover rate including | | | | | | | | | | | | | | | | | | | | | | | | |
securities sold short transactions | | | 84 | %(4) | | | 87 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
_____________________
Portfolio turnover is calculated for the Fund as a whole.
* | The Fund changed fiscal year end from December 31 to October 31 effective August 23, 2018. Data shown is for the period January 1,2018 through October 31, 2018. |
(1) | Per share investment loss has been calculated using the average shares method. |
(2) | Effective February 1, 2016, the Investment Manager entered into a contractual agreement to waive fees and reimburse expenses so that the total annual operating expenses for the Fund do not exceed 2.00% of average daily net assets. Due to the contractual waiver not being effective in January 2016, the Fund’s expense ratio is above 2.00% for the Class I Shares for the year ended December 31, 2016. See Note 3. |
(3) | Effective January 1, 2018, the Investment Manager entered into a contractual agreement to waive fees and reimburse expenses so that the total annual operating expenses for the Fund do not exceed 1.50% of average daily net assets. On April 29, 2018 the Investment Manager amended the agreement to annual operating expenses from 1.50% to 1.25% of average daily net assets. Due to the contractual waiver not being effective until April 29, 2018, the Fund’s expense ratio is above 1.25% for the Class I Shares for the period ended October 31, 2018. See Note 3. |
(4) | Not Annualized. |
(5) | Annualized. |
(6) | Before expense reimbursement | | | | | | |
| excluding interest expense | 1.59% | 3.50% | 3.59% | 4.83% | 3.63% | 2.71% |
(7) | After expense reimbursement | | | | | | |
| excluding interest expense | 1.32% | 2.00% | 2.14% | N/A | N/A | N/A |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
Financial Highlights
The financial highlights table is intended to help you understand the Fund’s financial performance for the periods shown. Certain information reflects financial results for a share outstanding throughout each period. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).
Investor Class
| | | | | | | | October 18, 2016(1) | |
| | Period Ended | | | Year ended | | | Through | |
| | October 31, 2018* | | | December 31, 2017 | | | December 31, 2016 | |
Net asset value, beginning of period/year | | $ | 15.42 | | | $ | 15.82 | | | $ | 15.75 | |
| | | | | | | | | | | | |
Income from investment operations: | | | | | | | | | | | | |
Net investment loss(2) | | | (0.05 | ) | | | (0.25 | ) | | | (0.02 | ) |
Net realized and unrealized gain (loss) on investments | | | (1.12 | ) | | | 0.08 | | | | 0.20 | |
Total from investment operations | | | (1.17 | ) | | | (0.17 | ) | | | 0.18 | |
| | | | | | | | | | | | |
Distributions paid to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.01 | ) | | | — | | | | (0.11 | ) |
Return of capital | | | (0.25 | ) | | | (0.23 | ) | | | — | |
Total from distributions | | | (0.26 | ) | | | (0.23 | ) | | | (0.11 | ) |
Net increase (decrease) in net asset value | | | (1.43 | ) | | | (0.40 | ) | | | 0.07 | |
Net asset value, end of period/year | | $ | 13.99 | | | $ | 15.42 | | | $ | 15.82 | |
Total return | | | (7.61 | )%(4) | | | (1.11 | )% | | | 0.53 | %(4) |
| | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | |
Net assets, end of period/year (in 000’s) | | $ | 115 | | | $ | 245 | | | $ | 3 | |
Ratios of expenses to average net assets: | | | | | | | | | | | | |
Before expense reimbursement(6) | | | 3.77 | %(3)(5) | | | 6.51 | % | | | 4.33 | %(5) |
After expense reimbursement(7) | | | 3.49 | %(3)(5) | | | 4.69 | % | | | 2.40 | %(5) |
Ratios of net investment loss to average net assets: | | | | | | | | | | | | |
Before fees waived and expenses reimbursed | | | (0.72 | )%(3)(5) | | | (3.45 | )% | | | (2.56 | )%(5) |
After fees waived and expenses reimbursed | | | (0.45 | )%(3)(5) | | | (1.63 | )% | | | (0.59 | )%(5) |
Portfolio turnover rate excluding securities sold short transactions | | | 86 | %(4) | | | 13 | % | | | 53 | % |
Portfolio turnover rate including securities sold short transactions | | | 84 | %(4) | | | 87 | % | | | N/A | |
_____________________
Portfolio turnover is calculated for the Fund as a whole.
* | The Fund changed fiscal year end from December 31 to October 31 effective August 23, 2018. Data shown is for the period January 1,2018 through October 31, 2018. |
(1) | Commencement of operations. |
(2) | Per share investment loss has been calculated using the average shares method. |
(3) | Effective January 1, 2018, the Investment Manager entered into a contractual agreement to waive fees and reimburse expenses so that the total annual operating expenses for the Fund do not exceed 1.50% of average daily net assets (excluding certain expenses detailed in note 3). On April 29, 2018 the Investment Manager amended the agreement to annual operating expenses from 1.50% to 1.25% of average daily net assets. Due to the contractual waiver not being effective until April 29, 2018, the Fund’s expense ratio is above 1.25% for the Investor Class Shares for the period ended October 31, 2018. See Note 3. |
(4) | Not Annualized. |
(5) | Annualized. |
(6) | Before expense reimbursement excluding interest expense | 2.02% | 4.22% | 4.33% |
(7) | After expense reimbursement excluding interest expense | 1.74% | 2.40% | 2.40% |
See accompanying Notes to Financial Statements.
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements
1. ORGANIZATION
EIP Growth and Income Fund (the “Fund”) is a diversified series of EIP Investment Trust (the “Trust”), a Delaware statutory trust. The Fund is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund commenced operations on August 22, 2006. Energy Income Partners, LLC (the “Manager” or “Adviser”) serves as the Fund’s investment adviser. On October 14, 2016, Fund shares were registered under the Securities Act of 1933. The Fund offers two classes of shares: Class I and Investor Class.
The Fund’s primary investment objective is to seek a high level of total shareholder return that is balanced between current income and growth. As a secondary objective, the Fund will seek low volatility. Under normal market conditions, the Fund’s investments will be concentrated in the securities of one or more issuers conducting their principal business activities in the Energy Industry. The Energy Industry is defined as enterprises connected to the exploration, development, production, gathering, transportation, processing, storing, refining, distribution, mining or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, electricity, coal or other energy sources. Effective August 23, 2018 the Fund’s fiscal year-end was changed from December 31 to October 31.
2. SIGNIFICANT ACCOUNTING POLICIES
The Fund is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services – Investment Companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements and which are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for investment companies. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Security Valuation: For purposes of valuing investment securities, readily marketable portfolio securities listed on any exchange or the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) Global Market are valued, except as indicated below, at the last sale price or the NASDAQ Official Closing Price as determined by NASDAQ on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked price on such day. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day of which such value is being determined at the close of the exchange representing the principal market for such securities. Investments initially valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from third party pricing services (“pricing service”). As a result, the net asset value (“NAV”) of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside of the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the New York Stock Exchange (“NYSE”) is closed and an investor is not able to purchase or redeem shares.
Equity securities traded in the over-the-counter (“OTC”) market, but excluding securities trading on the NASDAQ Global Market, are valued at the last sale price in the OTC market if the security is traded on that day, or, if the OTC security does not trade on a particular day, the OTC security is valued at the mean between the last quoted bid and ask prices. Debt securities are priced based upon valuations provided by a pricing service. These pricing services may employ methodologies that utilize actual market transactions, broker-dealer supplied valuation, or other electronic data processing techniques. Such techniques generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. If reliable market quotations are not readily available with respect to a portfolio security held by the Fund, including any illiquid securities, or if a valuation is deemed inappropriate, the fair value of such security will be determined under procedures adopted by the Board of Trustees of the Trust (the “Board”) in a manner designed to fairly reflect a fair market value of the security on the valuation date as described below.
The use of fair value pricing by the Fund indicates that a readily available market quotation is unavailable (such as when the exchange on which a security trades does not open for the day due to extraordinary circumstances and no other market prices are available or when events occur after the close of a relevant market and prior to the close of the NYSE that materially affect the value of an asset) and in such situations the Manager, acting pursuant to policies adopted by the Board, will estimate a fair value of a security using available information. In such situations, the values assigned to such securities may not necessarily represent the amounts which might be realized upon their sale. The use of fair value pricing by the Fund will be governed by valuation procedures
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements – continued
adopted by the Trust’s Board, and in accordance with the provisions of the 1940 Act.
Swap agreements are valued utilizing quotes received daily by the Fund’s pricing service. These pricing services may employ methodologies that utilize actual market transactions, broker-dealer supplied valuation, or other electronic data processing techniques.
Fair Value Measurement: The inputs and valuation techniques used to measure fair value of the Fund’s net assets are summarized into three levels as described in the hierarchy below:
• | Level 1 – | unadjusted quoted prices in active markets for identical assets and liabilities |
| | |
• | Level 2 – | other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, evaluation pricing, etc.) |
| | |
• | Level 3 – | significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of assets and liabilities) |
The inputs or methodology used for valuing assets and liabilities are not necessarily an indication of the risk associated with investing in those securities. A summary of the values of each investment in each level as of October 31, 2018 is as follows:
| | | | | | | | Level 2 | | | Level 3 | |
| | Total | | | Level 1 | | | Significant | | | Significant | |
| | Value at | | | Quoted | | | Observable | | | Unobservable | |
| | 10/31/2018 | | | Price | | | Inputs | | | Inputs | |
ASSETS | | | | | | | | | | | | |
United States Common Stock | | $ | 63,844,874 | | | $ | 63,844,874 | | | $ | — | | | $ | — | |
Master Limited Partnerships | | | 62,387,186 | | | | 62,387,186 | | | | — | | | | — | |
Canadian Common Stock | | | 11,856,580 | | | | 11,856,580 | | | | — | | | | — | |
Hong Kong Common Stock | | | 2,834,660 | | | | 1,079,364 | | | | 1,755,296 | | | | — | |
United States Treasury Obligations | | | 75,620,078 | | | | — | | | | 75,620,078 | | | | — | |
Short Term Investments | | | 296,122 | | | | 296,122 | | | | — | | | | — | |
Other Financial Instruments* | | | | | | | | | | | | | | | | |
Equity Contracts – Swaps | | | 21,078 | | | | — | | | | 21,078 | | | | — | |
Total | | $ | 216,860,578 | | | $ | 139,464,126 | | | $ | 77,396,452 | | | $ | — | |
LIABILITIES | | | | | | | | | | | | | | | | |
Other Financial Instruments* | | | | | | | | | | | | | | | | |
Equity Contracts – Swaps | | $ | (536,150 | ) | | $ | — | | | $ | (536,150 | ) | | $ | — | |
Securities Sold Short | | | (73,847,656 | ) | | | — | | | | (73,847,656 | ) | | | — | |
Total | | $ | (74,383,806 | ) | | $ | — | | | $ | (74,383,806 | ) | | $ | — | |
* | Other Financial Instruments are not reflected in the Schedule of Investments, such as swaps which are reflected at the unrealized appreciation (depreciation) on the instrument, while the securities sold short are reflected at value. |
For further information regarding security characteristics, see the Schedule of Investments.
The Fund did not have any transfers in or out of Levels 1, 2 or 3 during the ten-month period ended October 31, 2018. Transfers in or out of levels are recognized at market value at the end of the period.
At the end of each calendar quarter, management evaluates the Level 2 and Level 3 securities, if applicable, for changes in liquidity, including but not limited to: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from pricing services, and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the Level 1 and Level 2 securities on a quarterly basis for changes in listings or delistings on national exchanges. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period.
Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
MLP Common Units: Master Limited Partnership (“MLP”) common units represent limited partnership interests in the MLP. Common units are generally listed and traded on U.S. securities exchanges or OTC with their value fluctuating predominantly based on the success of the MLP. Unlike owners of common stock of a corporation, owners of MLP common units have limited voting rights and have no ability
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements – continued
to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions. Common unit holders have first priority to receive quarterly cash distributions up to the minimum quarterly distribution and have arrearage rights. In the event of liquidation, common unit holders have preference over subordinated units, but not debt holders or preferred unit holders, to the remaining assets of the MLP.
Restricted Cash: Restricted cash includes amounts required to be segregated with the Fund’s custodian or counterparties as collateral for the Fund’s derivatives as shown on the Schedule of Investments. Segregated cash collateral is recorded at its carrying amount which represents fair value.
Short Sales of Securities: The Fund engages in short sales of U.S. Treasury securities in order to hedge the Fund’s exposure to increases in interest rates. The Fund may also engage in short sale transactions of equity and other fixed-income securities for investment, speculative, and hedging purposes. To effect such a transaction, the Fund must borrow the security it sells short (such as a U.S. Treasury security) to make delivery of that security to the buyer. The Fund is then obligated to replace, or cover, the security borrowed by purchasing it at the market price at or prior to the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to repay the lender any dividends or interest that accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be retained by the lender, to the extent necessary to meet the margin requirements, until the short position is closed out.
The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund’s maximum bond price risk under a short bond arrangement is theoretically unlimited. The Fund generally will realize a gain if the price of the security declines in price between those dates.
Disclosures about Derivative Instruments and Hedging Activities: The following is a table summarizing the fair value of derivatives held at October 31, 2018 by primary risk exposure:
| Asset Derivatives | | Liability Derivatives | |
Derivatives not accounted for | | | | | | | | |
as hedging instruments | Statement of Assets | | | | Statement of Assets | | | |
| and Liabilities Location | | Value | | and Liabilities Location | | Value | |
Equity Contracts – Swaps | Appreciation on swaps | | $ | 21,078 | | Depreciation on swaps | | $ | 536,150 | |
Total | | | $ | 21,078 | | | | $ | 536,150 | |
The effect of Derivative Instruments on the Statement of Operations for the ten months ended October 31, 2018:
Derivatives not accounted for | | | | | | | |
as hedging instruments | | | Net Realized | | | Net Change in Unrealized | |
| Location of Gain/(Loss) | | Gain/(Loss) | | | Appreciation/Depreciation | |
| on Derivatives | | on Derivatives | | | on Derivatives | |
Type of Derivative Risk | Recognized in Income | | Recognized in Income | | | Recognized in Income | |
Equity Contracts – Swaps | Net realized gain/(loss) on swaps/ | | | | | | |
| Net change in unrealized | | | | | | |
| appreciation/depreciation on swaps | | $ | 36,768 | | | $ | (445,882 | ) |
Total | | | $ | 36,768 | | | $ | (445,882 | ) |
The effect of Derivative Instruments on the Statement of Operations for the twelve months ended December 31, 2017:
Derivatives not accounted for | | | | | | | |
as hedging instruments | | | Net Realized | | | Net Change in Unrealized | |
| Location of Gain/(Loss) | | Gain/(Loss) | | | Appreciation/Depreciation | |
| on Derivatives | | on Derivatives | | | on Derivatives | |
Type of Derivative Risk | Recognized in Income | | Recognized in Income | | | Recognized in Income | |
Equity Contracts – Swaps | Net realized gain/(loss) on swaps/ | | | | | | |
| Net change in unrealized | | | | | | |
| appreciation/depreciation on swaps | | $ | (127,317 | ) | | $ | (70,340 | ) |
Total | | | $ | (127,317 | ) | | $ | (70,340 | ) |
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements – continued
In order to better define its contractual rights and to secure rights that will help the Fund mitigate its counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs OTC derivatives and foreign exchange contracts and typically contains, among other things, collateral posting terms and netting provisions that apply in the event of a default and/or termination event. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain payables and/or receivables with collateral held and/or posted to create one single payment. The provisions of the ISDA Master Agreement typically permit a single net payment by the non-defaulting party in the event of default (close-out netting), including the bankruptcy or insolvency of the counterparty. Note, however, that bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.
Margin requirements are established by the broker or clearing house for exchange traded and centrally cleared derivatives, such as securities sold short, or by agreement between the Fund and the counterparty in the case of OTC derivatives. For the Fund, its OTC swap counterparty required an initial collateral balance equaling 20% of the initial notional value of the swaps for the ten months ended October 31, 2018. Additional collateral requirements are calculated by netting the mark to market amount for each transaction and comparing that amount to the value of any collateral currently pledged by the Fund to the counterparty (and vice versa). In the case of exchange traded and centrally cleared derivatives, for which the broker or clearing house establishes minimum margin requirements, brokers can ask for margining in excess of the minimum established by the relevant clearing house in certain circumstances. For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as Restricted Cash. In the case of OTC derivatives, generally the amount of collateral due from or to a party has to exceed a minimum threshold before a transfer is made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance. See Note 6 “Counterparty Risk”. The Fund’s ISDA Master Agreement provides for the bilateral right of counterparties to terminate derivative contracts prior to maturity due to certain defined Events of Default (including but not limited to failure to pay or deliver or breach of agreement) or defined Termination Events (including but not limited to illegality, tax events or credit events), which could cause the Fund to accelerate payment of any net liability owed to the counterparty.
Offsetting of Financial Assets and Liabilities and Derivative Assets and Liabilities:
The following table, as of October 31, 2018, discloses both gross information and net information about instruments and transactions eligible for offset in the Statement of Assets and Liabilities, and instruments and transactions that are subject to a master netting agreement or an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties. For financial reporting purposes, the Fund does not offset derivative assets and liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities:
| | | | | | | | Gross Amounts not offset in the | | | | |
Assets | | | | | | | | Statement of Assets and Liabilities | | | | |
| | Gross Amounts of | | | | | | | | | | | | | |
| | Assets Presented | | | | | | Non-Cash | | | Cash | | | | |
| | in Statement of | | | Derivatives | | | Collateral | | | Collateral | | | | |
Description | | Assets and Liabilities | | | Available for Offset | | | Received | | | Received | | | Net Amounts(1) | |
Total Return Equity Swaps | | | | | | | | | | | | | | | |
BNP Paribas | | $ | 21,078 | | | $ | (21,078 | ) | | $ | — | | | $ | — | | | $ | — | |
| | $ | 21,078 | | | $ | (21,078 | ) | | $ | — | | | $ | — | | | $ | — | |
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements – continued
| | | | | | | | | | | | | | | |
| | | | | | | | Gross Amounts not offset in the | | | | |
Liabilities | | | | | | | | Statement of Assets and Liabilities | | | | |
| | Gross Amounts of | | | | | | | | | | | | | |
| | Assets Presented | | | | | | Non-Cash | | | Cash | | | | |
| | in Statement of | | | Derivatives | | | Collateral | | | Collateral | | | | |
Description | | Assets and Liabilities | | | Available for Offset | | | Pledged | | | Pledged | | | Net Amounts(2) | |
Total Return Equity Swaps | | | | | | | | | | | | | | | |
BNP Paribas | | $ | 536,150 | | | $ | (21,078 | ) | | $ | — | | | $ | 515,072 | | | $ | — | |
Securities Sold Short | | | | | | | | | | | | | | | | | | | | |
BNP Paribas | | | 73,847,656 | �� | | | — | | | | 73,847,656 | | | | — | | | | — | |
| | $ | 74,383,806 | | | $ | (21,078 | ) | | $ | 73,847,656 | | | $ | 515,072 | | | $ | — | |
In some instances, the collateral amounts disclosed in the tables were adjusted due to the requirement to limit the collateral amounts to avoid the effect of overcollateralization. Actual collateral received/pledged may be more than the amounts disclosed herein.
(1) | Net amount represents the net amount receivable from the counterparty in the event of a default. |
(2) | Net amount represents the net amount payable to the counterparty in the event of a default. |
Futures Contracts: The Fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The Fund may purchase or sell futures contracts to hedge against foreign currency exchange risk or for any other purpose permitted by applicable law. The purchase of futures contracts may be more efficient or cost effective than actually buying the underlying securities or assets. A futures contract is an agreement between two parties to buy and sell an instrument at a set price on a future date and is exchange-traded. Upon entering into a futures contract, the Fund is required to pledge to the counterparty an amount of cash, U.S. Government securities or other high-quality debt securities equal to the minimum “initial margin” requirements of the exchange or the broker. Pursuant to a contract entered into with a futures commission merchant, the Fund agrees to receive from or pay to the firm an amount of cash equal to the cumulative daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin” and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The Fund will cover its current obligations under futures contracts by the segregation of liquid assets or by entering into offsetting transactions or owning positions covering its obligations. The risks of entering into futures contracts include the possibility that there may be an illiquid market and that a change in the value of the contracts may not correlate with changes in the value of the underlying securities or assets. The Fund’s maximum foreign currency exchange rate risk on those futures contracts where the underlying currency is long is an amount equal to the notional amount of the related contracts. During the ten months ended October 31, 2018, the Fund held no futures contracts where the underlying currency is long. The Fund’s maximum foreign currency exchange rate risk on those futures contracts where the underlying currency is short is theoretically unlimited. However, if effectively hedged, any loss would be offset in unrealized foreign currency gains of securities denominated in the same currency. For the ten months ended October 31, 2018 the Fund did not transact in futures contracts.
Currency Hedging Transactions: The Fund may engage in certain transactions intended to hedge the Fund’s exposure to currency risks, including without limitation buying or selling options or futures, entering into forward foreign currency contracts, currency swaps or options on currency and currency futures and other derivative transactions. Hedging transactions can be expensive and have risks, including the imperfect correlation between the value of such instruments and the underlying assets, the possible default of the other party to the transaction or illiquidity of the derivatives instruments.
Foreign Currency Translations: The accounting records of the Fund are maintained in U.S. dollars. The Fund may purchase securities that are denominated in foreign currencies. Investment securities and other assets and liabilities denominated in foreign currency are translated into U.S. dollars at the current exchange rates. Purchases and sales of securities, income and expenses are translated into U.S. dollars at the exchange rates on the dates of the respective transactions.
Although the net assets of the Fund are calculated using the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements – continued
rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, these foreign exchange gains or losses are included in the reported net realized and unrealized gain (loss) on investments shown on the Statement of Operations.
Net realized gains or losses on foreign currency transactions represent net foreign exchange gains or losses from the holding of foreign currencies, currency gains or losses realized between the trade date and settlement date on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains or losses from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net change in unrealized appreciation/depreciation on foreign currency translations shown on the Statement of Operations.
Swap Agreements: The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may enter into swap agreements as a substitute for purchasing equity securities of issuers in the Energy Industry as defined in Note 1 above, to achieve the same exposure as it would by engaging in short sales transactions of energy securities, to hedge its currency exposure or for any other purpose permitted by applicable law. A swap is a financial instrument that typically involves the exchange of cash flows between two parties on specified dates (settlement dates) where the cash flows are based on agreed-upon prices, rates, etc. In a typical equity swap agreement, one party agrees to pay another party the return on a security or basket of securities in return for a specified interest rate. By entering into swaps, the Fund can gain exposure to a security without actually purchasing the underlying asset. Swap agreements involve both the risk associated with the investment in the security as well as the risk that the performance of the security, including any dividends, will not exceed the interest that the Fund will be committed to pay under the swap. Swaps are individually negotiated. Swap agreements may increase or decrease the overall volatility of the investments of the Fund and its net asset value. The performance of swap agreements may be affected by a change in the specific interest rate, security, currency, or other factors that determine the amounts of payments due to and from the Fund. The Fund will cover its current obligations under swap agreements by the segregation of liquid assets or by entering into offsetting transactions or owning positions covering its obligations. A swap agreement would expose the Fund to the same equity price risk as it would have if the underlying equity securities were purchased. The regulation of swaps and futures transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse. Gain or loss is recognized when the equity swap position is sold or when the contract resets.
The Fund’s maximum equity price risk to meet its future payments under long swap agreements outstanding as of October 31, 2018 is equal to the total notional amount as shown on the Schedule of Investments. The Fund’s maximum equity price risk to meet its future payments under short swap agreements outstanding is theoretically unlimited. For the ten months ended October 31, 2018, the average volume of long Total Return Equity Swaps was $10,933,293 based on the monthly notional amount. For the ten months ended October 31, 2018, the Fund did not transact in short Total Return Equity Swaps. The notional amount represents the U.S. dollar value of the contracts as of the day of the opening of the transaction or latest contract reset date.
Securities Transactions and Investment Income: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the specific identified cost basis. Dividend income is recognized on the ex-dividend date. Dividend income on foreign securities is recognized as soon as the Fund is informed of the ex-dividend date. For MLP securities, distributions received are recorded as a return of capital. For all other securities, distributions received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain. Interest income and expense is recognized on the accrual basis. All discounts/premiums are accreted/amortized using the effective yield method.
Dividends and Distributions: The Fund intends to distribute all or substantially all of its investment company taxable income quarterly (computed without regard to the deduction for dividends paid), if any, and net capital gain annually, if any. The tax treatment and characterization of the Fund’s distributions may vary significantly from time to time because of the varied nature of the Fund’s investments. The Fund will reinvest distributions in additional shares of the Fund unless a shareholder has written to request distributions, in whole or in part, in cash.
The tax character of distributions paid during the calendar ten months ended October 31, 2018 was as follows:
Ordinary Income | | $ | 201,916 | |
Long-Term Capital Gains | | $ | — | |
Return of Capital | | $ | 1,977,393 | |
The tax character of distributions paid during the calendar year ended December 31, 2017 was as follows:
Ordinary Income | | $ | — | |
Long-Term Capital Gains | | $ | — | |
Return of Capital | | $ | 403,041 | |
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements – continued
The tax character of distributions paid during the calendar year ended December 31, 2016 was as follows:
Ordinary Income | | $ | 137,325 | |
Long-Term Capital Gains | | $ | — | |
Return of Capital | | $ | — | |
Currently, the Fund has a tax year end of June 30. The Fund is in the process of applying for a tax year end change to October 31. As of October 31, 2018, the components of distributable earnings on a tax basis and other tax attributes were as follows:
Undistributed Ordinary Income | | $ | — | |
Capital Loss Carryforward | | $ | 1,207,543 | |
Taxable income and capital gains are determined in accordance with U.S. federal income tax rules, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund.
Permanent book and tax accounting differences relating to the tax year ended June 30, 2018 have been reclassified to reflect a decrease in distributable loss and a decrease in paid in capital of $13,318,727. These differences are primarily due to passive loss limitations, pass through taxable income from investments, swap character reclasses and the expiration of capital loss carryforwards. Net assets were not affected by this reclassification.
Capital Loss Carryforward: As of October 31, 2018, capital losses of $1,207,543, are available to reduce taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Internal Revenue Code. During the tax year ended June 30, 2018, the Fund utilized $96,867 of capital loss carryforwards with an indefinite expiration and $2,064,534 of capital loss carryforwards with a June 2018 expiration. $12,810,270 of capital loss carryforwards with a June 2018 expiration expired.
Federal Income Tax: The Fund intends to qualify each year for taxation as a RIC eligible for treatment under the provisions of Subchapter M of the Code. If the Fund so qualifies and satisfies certain distribution requirements, the Fund will not be subject to federal income tax on income and gains distributed in a timely manner to its shareholders in the form of dividends or capital gain dividends.
As of October 31, 2018, the cost of securities and gross unrealized appreciation and depreciation for all securities on a tax basis was as follows:
| | Investments | | | Securities Sold Short | | | Swaps | | | Total Portfolio | |
Tax Cost | | $ | 225,569,215 | | | $ | (75,006,266 | ) | | $ | — | | | $ | 150,562,949 | |
Gross unrealized appreciation | | | 1,339,326 | | | | 1,158,610 | | | | 21,078 | | | | 2,519,014 | |
Gross unrealized depreciation | | | (10,069,041 | ) | | | — | | | | (536,150 | ) | | | (10,605,191 | ) |
Net unrealized appreciation/depreciation | | $ | (8,729,715 | ) | | $ | 1,158,610 | | | $ | (515,072 | ) | | $ | (8,086,177 | ) |
Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that no provision for federal income tax is required in the Fund’s financial statements.
As of October 31, 2018, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years.
The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Connecticut; however the Fund is not aware of any tax positions for which it is reasonably possible the total amounts of unrecognized tax benefits will change materially.
Expenses: The Fund will pay all of its own expenses incurred in its operations. Expenses are recorded on an accrual basis.
3. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER RELATED PARTY TRANSACTIONS
Pursuant to an investment advisory agreement, Energy Income Partners, LLC, serves as the Fund’s investment manager with responsibility for the management of the Fund’s investment portfolio, subject to the supervision of the Board of the Trust. For providing such services, the Fund pays to the Manager a fee, computed and paid monthly at the annual rate of 1% of the average daily net assets of the Fund.
On January 1, 2018, the Fund and the Manager entered into an Expense Limitation Agreement through April 30, 2019. Under the Expense Limitation Agreement, the Manager has agreed to waive its management fee and/or reimburse expenses so that the Fund’s total annual operating expenses (excluding brokerage fees and commissions, borrowing costs (such as (i) interest and (ii) dividend expenses on securities sold), taxes, any 12b-1 fee or fees paid pursuant to an Administrative Services Plan, any indirect expenses such as acquired fund fees and expenses, and extraordinary litigation expenses) do not exceed 1.50% of the Fund’s average daily net assets. On April 29, 2018, the Fund and the Manager amended the Agreement to reduce the total annual operating expenses from 1.50% of the Fund’s average daily net assets to 1.25% of the Fund’s average daily net assets, subject to the same exclusions outlined above.
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements – continued
Any waiver or reimbursement is subject to repayment by the Fund to the extent actual fees and expenses for a fiscal period are less the Fund’s expense limitation cap at the time of the waiver, provided, however that the Manager shall only be entitled to recoup such amounts for a period of three years after the date in which the fee or expense was waived or reimbursed.
Fees waived and expenses reimbursed subject to potential recovery are as follows:
Year of Expiration | Amount |
2019 | $240,337 |
2020 | $361,216 |
2021 | $224,030 |
U.S. Bank N.A. serves as custodian for the Fund and had custody of all securities and cash of the Fund and attended to the collection of principal and income and payment for and collection of proceeds of securities bought and sold by the Fund.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”) serves as the transfer agent, registrar, dividend disbursing agent and shareholder servicing agent for the Fund and provided certain clerical, bookkeeping, shareholder servicing and administrative services necessary for the operation of the Fund and maintenance of shareholder accounts.
Fund Services also provides certain accounting and administrative services to the Fund pursuant to an Administration and Accounting Services Agreement. For administrative and accounting services, the Fund paid Fund Services the minimum fee of $78,000/year ($6,500/month), in addition to certain out-of-pocket expenses.
Foreside Fund Services, LLC (the “Distributor”) serves as the Fund’s principal underwriter and distributor. The Fund has adopted a Distribution Plan in accordance with Rule 12b-1 under the 1940 Act with respect to the Investor Class. The plan provides that the Fund will pay the Distributor or the Adviser at an annual rate of 0.25% of the average daily net assets of Investor Class shares. No distribution fees are paid by Class I shares. These fees may be used to compensate any person for services or expenses incurred that are primarily intended to result in the sale of the Investor Class shares. These fees may also be used to compensate selling firms for providing personal and account maintenance services to shareholders of Investor Class shares. The Fund did not pay any commissions or other compensation, other than 12b-1 fees, to financial intermediaries or distributors during the Fund’s most recent year ended October 31, 2018.
The Fund pays each member of the Board of Trustees who is not an “interested person” as defined in Section 2(a)(19) of the 1940 Act (“Disinterested Trustees”) an annual retainer fee of $25,000 which includes compensation for all regular quarterly board meetings and regular committee meetings. Additional fees of $1,250 and $400 are paid to Independent Trustees for special in-person board or non-regular committee meetings and special telephonic board or non-regular committee meetings, respectively.
4. PURCHASES AND SALES
The aggregate amounts of purchases and sales of the Fund’s investment securities, other than short-term securities for the ten months ended October 31, 2018 were as follows:
| | Purchases | | | Sales | |
U.S. Government Securities | | $ | 113,330,898 | | | $ | 79,818,017 | |
Other Investment Securities | | $ | 139,417,162 | | | $ | 45,090,642 | |
| | | | | | | | |
| | Proceeds | | | Purchases to | |
| | from Securities | | | Cover Short | |
| | Sold Short | | | Positions | |
U.S. Government Securities | | $ | 41,512,930 | | | $ | 9,572,900 | |
5. SHARES OF BENEFICIAL INTEREST
The Trust has authorized capital of unlimited shares of beneficial interest with a par value of $0.01 which may be issued in more than one class or series. Currently, the Fund is the only series of the Trust and the Fund currently offers two classes of shares.
6. INDUSTRY CONCENTRATION AND OTHER RISK FACTORS
The Fund’s investments are concentrated in the Energy Industry and are likely to present more risks than a fund that is broadly invested in a number of different industries.
The Fund may invest in securities denominated or quoted in foreign currencies and therefore changes in the exchange rate between the U.S. dollar and such foreign currencies will affect the U.S. dollar value of these securities and the unrealized appreciation or depreciation of these investments. The Fund may hedge against certain currency risk by, among other techniques, buying or selling options or futures or entering into other foreign currency transactions including forward foreign currency contracts, currency swaps or options on currency and currency futures and other derivatives transactions. The use of hedging transactions has risks and may result in losses greater than if they had not been used, may require the Fund to sell or purchase portfolio securities at inopportune times or for prices other than current market values, 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.
The Fund may transact in various financial instruments including futures contracts, swap contracts and options. With these financial instruments, the Fund is exposed to market risk in excess of the amounts recorded in the Statement of Assets and Liabilities. Further, the Fund is exposed to credit risk from
EIP Growth and Income Fund
October 31, 2018
Notes to Financial Statements – continued
potential counterparty non-performance. At the Statement of Assets and Liabilities date, credit risk is limited to amounts recorded in the Statement of Assets and Liabilities.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of political and economic instability or the level of governmental supervision and regulation of foreign securities markets.
Counterparty Risk
Some of the markets in which the Fund effects its transactions are OTC markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties. The Manager is not restricted from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties financial capabilities, and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.
Please see the Prospectus and the Statement of Additional Information of the Fund for further information regarding these and other risks.
7. NEW ACCOUNTING PRONOUNCEMENTS
In August 2018, FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management is currently evaluating the impact these changes will have on the financial statements and disclosures.
In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to Regulation S-X is November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has evaluated the impact of the amendments and determined the effect of the adoption of the rules will simplify certain disclosure requirements on the financial statements.
8. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring adjustment.
EIP Growth and Income Fund
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of EIP Growth and Income Fund:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of EIP Growth and Income Fund (the “Fund”), the sole series of EIP Investment Trust, including the schedule of investments, as of October 31, 2018, the related statements of operations and cash flows for the period from January 1, 2018 through October 31, 2018 and the year ended December 31, 2017, the statements of changes in net assets for the period from January 1, 2018 through October 31, 2018 and each of the two years in the period ended December 31, 2017, the financial highlights for the period from January 1, 2018 through October 31, 2018 and each of the five years in the period ended December 31, 2017, 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 October 31, 2018, and the results of its operations and its cash flows for the period from January 1, 2018 through October 31, 2018 and the year ended December 31, 2017, the changes in its net assets for the period from January 1, 2018 through October 31, 2018 and for each of the two years in the period ended December 31, 2017, and the financial highlights for the period from January 1, 2018 through October 31, 2018 and for each of the five years in the period ended December 31, 2017 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 October 31, 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.
/s/ Deloitte and Touche LLP
Philadelphia, Pennsylvania
December 24, 2018
We have served as the auditor of the Fund since 2006.
EIP Growth and Income Fund
October 31, 2018
Additional Information (unaudited)
Form N-Q: The Trust files complete Portfolio of Investments for the Fund with the SEC for the Trust’s first and third quarters of each fiscal year on Form N-Q. The Trust’s Form N-Q’s are available on the SEC’s website at www.sec.gov.
Proxy Voting: The Fund’s Proxy Voting Policies and Procedures, used to determine how to vote proxies relating to portfolio securities, are included in the Trust’s Statement of Additional Information, and are also available (i) upon request, without charge, by calling collect 1-203-349-8232 or (ii) on the SEC’s website at www.sec.gov.
The Fund’s Proxy Voting Record for the most recent twelve month period ended October 31 (which is filed by August 31 of each year) is available (i) upon request, without charge, by calling collect 1-203-349-8232 or (ii) on the SEC’s website at www.sec.gov.
Tax Information: The Fund hereby reports as eligible for the corporate dividends received deduction available to corporate shareholders 100% of the ordinary income distributions made by the Fund during the ten months ended October 31, 2018. The Fund hereby reports as qualified dividend income distributions 100% of the ordinary income distributions made by the Fund during the ten months ended October 31, 2018. The Fund hereby reports as qualifying interest related dividends 100% of the ordinary income distributions made by the Fund during the ten months ended October 31, 2018. No distributions made by the Fund during the ten months ended October 31, 2018 are reported as capital gain dividends. The Fund and Fund shareholders must meet additional requirements (including any applicable holding period requirements) in order to receive favorable tax treatment with respect to the foregoing items, and should consult their tax advisors in this regard.
EIP Growth and Income Fund
October 31, 2018
Additional Information (unaudited) – continued
TRUSTEES AND OFFICERS OF THE TRUST
Under Delaware law, the business and affairs of the Trust are managed under the direction of the Board of Trustees. Information pertaining to the Trustees and Executive Officers of the Trust is set forth below. The term “officer” means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function.
| | | Number of | |
| Term of | | Portfolios in | |
| Office(1) and | | Fund Complex | Other Trusteeships/ |
Name, Address, Age and | Length of | Principal Occupation(s) | Overseen | Directorships |
Position(s) with Trust | Time Served | During Past Five Years | by Trustee | Held by Trustee |
| | | | |
INDEPENDENT TRUSTEES | | | | |
| | | | |
Salvatore Faia | Since | President and Chief Executive | One | None |
DOB: December 1962 | December | Officer, Vigilant Compliance, | | |
c/o EIP Investment Trust | 2005 | LLC (mutual fund and | | |
10 Wright Street | | investment adviser compliance | | |
Westport, CT 06880 | | company) (since August 2004). | | |
Trustee | | | | |
| | | | |
Arnold Reichman | Since | Co-Founder and Chief Executive | One | Chairman of the |
DOB: May 1948 | February | Officer of Lifebooker LLC | | Board of the RBB |
c/o EIP Investment Trust | 2015 | (an e-commerce company) | | Fund, Inc. |
10 Wright Street | | (2007-2016). | | (an open-ended |
Westport, CT 06880 | | | | management |
Trustee | | | | investment |
| | | | company operating |
| | | | 27 portfolios) |
| | | | (since 1995). |
| | | | |
INTERESTED TRUSTEES | | | | |
| | | | |
James J. Murchie(2) | Since | Principal, President and Chief | One | None |
DOB: November 1957 | July | Executive Officer, Energy Income | | |
c/o EIP Investment Trust | 2006 | Partners, LLC (since 2006). | | |
10 Wright Street | | | | |
Westport, CT 06880 | | | | |
Trustee and President | | | | |
| | | | |
OFFICERS WHO ARE NOT TRUSTEES |
| | | | |
Linda Longville | Since | Principal and Chief Financial | N/A | N/A |
DOB: July 1958 | July | Officer, Energy Income | | |
c/o EIP Investment Trust | 2006 | Partners, LLC (since 2006). | | |
10 Wright Street | | | | |
Westport, CT 06880 | | | | |
Treasurer and Principal | | | | |
Financial and | | | | |
Accounting Officer | | | | |
EIP Growth and Income Fund
October 31, 2018
Additional Information (unaudited) – continued
| | | Number of | |
| Term of | | Portfolios in | |
| Office(1) and | | Fund Complex | Other Trusteeships/ |
Name, Address, Age and | Length of | Principal Occupation(s) | Overseen | Directorships |
Position(s) with Trust | Time Served | During Past Five Years | by Trustee | Held by Trustee |
| | | | |
OFFICERS WHO ARE NOT TRUSTEES |
| | | | |
Nandita Hogan | Since | Chief Compliance Officer (since 2015) | N/A | N/A |
DOB: December 1971 | December | and Compliance Manager (2014 to | | |
c/o EIP Investment Trust | 2015 | 2015), Energy Income Partners, LLC; | | |
10 Wright Street | | Chief Compliance Officer, Breeden | | |
Westport, CT 06880 | | Capital Management (2009-2013); | | |
Chief Compliance Officer, | | Chief Compliance Officer, Serengeti | | |
Chief Legal Officer and | | Asset Management, LLC | | |
Anti-Money Laundering | | (2013 to 2014). | | |
Compliance Officer | | | | |
Secretary | | | | |
______________________________________________
(1) | Each Trustee serves during the continued lifetime of the Trust until he or she dies, resigns or is removed, or, if sooner, until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. Except as otherwise provided by law, the Trust’s Declaration of Trust or Bylaws, the President and the Treasurer hold office until his or her resignation has been accepted by the Trustees or until his or her respective successor has been duly elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. All other officers hold office at the pleasure of the Trustees. |
(2) | Mr. Murchie is deemed an “interested person” of the Fund due to his positions of Principal of the Manager and President of the Fund and due to his beneficial ownership of interests in the Manager. |
The Fund’s Statement of Additional Information includes additional information about the Fund’s trustees and is available, without charge, upon request and on the SEC’s website (http://www.sec.gov).
EIP Growth and Income Fund
INVESTMENT MANAGER
Energy Income Partners, LLC
10 Wright Street
Westport, CT 06880
SHAREHOLDER SERVICES
U.S. Bancorp Fund Services, LLC,
doing business as U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank N.A. Custody Operations
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI 53202
LEGAL COUNSEL
Bryan Cave Leighton Paisner LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, MO 63102-2750
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
1700 Market Street
Philadelphia, PA 19103
DISTRIBUTOR
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. Faia is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N‑CSR.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
For the fiscal year ended October 31, 2018, the registrant’s principal accountant billed the registrant $57,500 for professional services rendered for the audit of the registrant’s annual financial statements or services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.
For the fiscal year ended December 31, 2017, the registrant’s principal accountant billed the registrant $57,500 for professional services rendered for the audit of the registrant’s annual financial statements or services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.
(b) Audit-Related Fees
None.
(c) Tax Fees
For the fiscal year ended October 31, 2018, the registrant’s principal accountant billed the registrant $44,000 for professional services rendered for tax compliance, tax advice and tax planning.
For the fiscal year ended December 31, 2017, the registrant’s principal accountant billed the registrant $32,000 for professional services rendered for tax compliance, tax advice and tax planning.
(d) All Other Fees
None.
(e)(1) | The audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X are as follows: |
The Registrant’s Audit Committee (the “Committee”) annually reviews and, if the Committee so determines, pre-approves the scope of the audit of EIP Growth and Income Fund (the “Fund”) and proposed audit fees and permitted non-audit (including audit-related) services that are proposed to be performed by the Fund’s independent accountants for the Fund as well as for the Fund’s investment adviser (Energy Income Partners, LLC, (“EIP”)) or any entity controlling, controlled by or under common control with EIP that provides ongoing services to the Fund (“Applicable Service Providers”), if the engagement relates directly to the operations and financial reporting of the Fund.
In addition to the Committee’s pre-approval of services, the engagement of the independent accounting firm for any permitted non-audit service provided to the Fund also requires the separate pre-approval of the President, Treasurer or Assistant Treasurer of the Fund, who may only grant such approval if he or she believes that the accounting firm’s engagement will not adversely affect the firm’s independence.
Individual (i) audit services, (ii) audit-related services, (iii) tax services, and (iv) services that are not audit, audit-related, or tax services that are not presented to the Committee as part of the annual pre-approval process may be pre-approved, if deemed consistent with the accounting firm’s independence, by the Committee at any regular or special meeting (whether in-person or telephonic). Such services may also be pre-approved by the Committee Chair (or any other Committee member who is a disinterested trustee under the Investment Company Act to whom this responsibility has been delegated) so long as the estimated fee for the particular service for which pre-approval is sought does not exceed $75,000 for audit services or $100,000 for all other permitted services. Any pre-approval by a Committee member shall be reported to the full Committee at its next regularly scheduled meeting.
(e)(2) | There were no services in paragraphs (b) through (d) above (including services required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved pursuant to the waiver provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) | None of the hours expended on the principal accountant’s engagement to audit the Registrant’s financial statements for the fiscal year ended October 31, 2018 were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees. |
(g) | The aggregate non-audit fees billed by the registrant’s principal accountant for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended October 31, 2018 and December 31, 2017, was $221,600 and $204,700, respectively. |
(h) | The registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s 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.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
Schedule of Investments 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.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
None.
Item 11. Controls and Procedures.
(a) | The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the 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.
Not applicable to open-end investment companies.
Item 13. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith. |
(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
(b) | Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. Furnished herewith. |
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) EIP Investment Trust
By (Signature and Title) /s/James Murchie
James Murchie, Principal Executive Officer/President
Date December 27, 2018
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 Murchie
James Murchie, Principal Executive Officer/President
Date December 27, 2018
By (Signature and Title) /s/Linda Longville
Linda Longville, Treasurer and Principal Financial and Accounting Officer
Date December 27, 2018