CHAPMAN AND CUTLER LLP 111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
August 24, 2011
Houghton R. Hallock Jr., Esq.
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: First Trust Energy Infrastructure Fund (the "Fund")
(File Nos. 333-172439; 811-22528)
Dear Mr. Hallock:
We have received your comments regarding the Registration Statement for
the above captioned Fund pursuant to our call on August 13, 2011. This letter
serves to respond to your comments. For your convenience, we have structured our
response to address each of your comments in the order in which they are
presented in the Registration Statement.
PROSPECTUS
1. COVER PAGE
(A) FOR THE PURPOSES OF DESCRIBING THE INVESTMENT OBJECTIVE ON THE COVER
PAGE, PLEASE DELETE THE SECOND SENTENCE.
Response: As requested, the Investment Objective on the cover page of the
prospectus reads as follows:
"The Fund's investment objective is to seek a high level of
total return with an emphasis on current distributions paid to
shareholders."
(B) PLEASE REVISE THE CURRENT INVESTMENT STRATEGY PARAGRAPH, AS
APPROPRIATE, TO CLARIFY THE ENTITIES THAT ARE INCLUDED IN THE DEFINITION OF
"ENERGY INFRASTRUCTURE COMPANIES."
Response: The Investment Strategy paragraph has been modified so as to
clarify the entities that are included in the definition of "Energy
Infrastructure Companies." As a result of these modifications, the Investment
Strategy paragraph will read as follows:
"Investment Strategy. The Fund will seek to achieve this
objective by investing primarily in securities of companies
engaged in the energy infrastructure sector. These companies
principally include publicly-traded master limited partnerships
and limited liability companies taxed as partnerships ("MLPs"),
MLP affiliates, Canadian income trusts and their successor
companies (collectively, "Canadian Income Equities"), pipeline
companies, utilities, and other companies that derive at least
50% of their revenues from operating or providing services in
support of infrastructure assets such as pipelines, power
transmission and petroleum and natural gas storage in the
petroleum, natural gas and power generation industries
(collectively, "Energy Infrastructure Companies"). Under normal
market conditions, the Fund will invest at least 80% of its
Managed Assets (as defined below) (including assets obtained
through leverage) in securities of Energy Infrastructure
Companies."
(C) PLEASE DELETE THE SECOND PARAGRAPH UNDER OF THE INVESTMENT STRATEGY
SECTION ON THE FRONT COVER OF THE PROSPECTUS.
Response: Pursuant to your request, the second paragraph under the
Investment Strategy section on the front cover of the prospectus has been
deleted.
2. INVESTMENT OBJECTIVE AND POLICIES
(A) PLEASE CLARIFY THE INVESTMENT OBJECTIVE AND POLICIES SECTION OF THE
PROSPECTUS SUMMARY TO STATE THE FUND'S INVESTMENT OBJECTIVE RELATING TO MANAGED
ASSETS OTHER THAN MLPS.
Response: The Investment Objective and Policies section of the prospectus
has been revised to add the following sentence to the penultimate paragraph of
such section:
"The Fund intends to invest the remainder of its assets in
other Energy Infrastructure Companies pursuant to its
investment objectives and policies."
(B) PLEASE CLARIFY WHICH INVESTMENT POLICIES AND RESTRICTIONS LISTED IN
THE PROSPECTUS AND THE FUND'S STATEMENT OF ADDITIONAL INFORMATION (THE "SAI")
ARE CONSIDERED FUNDAMENTAL TO THE FUND.
Response: The Investment Objective and Policies section of the prospectus
summary has been revised to add the following statement after the first
paragraph of such section:
"The Fund has adopted the following additional non-fundamental
investment policies:"
In addition, pursuant to your request, the SAI has been revised under the
"Investment Restrictions" section so as place the list of seven fundamental
investment restrictions of the Fund prior to the bullet point list of
non-fundamental investment policies. Please also refer to Comment 5 below.
3. SUMMARY OF FUND EXPENSES
PLEASE DELETE THE FIRST SENTENCE OF FOOTNOTE 5 OF THE TABLE, AS THE
FUND ASSUMES THE USE OF LEVERAGE IN THE FORM OF BORROWINGS IN THE LEAD IN
PARAGRAPH OF THE TABLE.
Response: Pursuant to your request, the first sentence of footnote 5 of
the table has been deleted.
STATEMENT OF ADDITIONAL INFORMATION
4. PLEASE REVISE THE CONCENTRATION POLICY STATEMENT AS SET FORTH IN FUNDAMENTAL
POLICY NUMBER 7 WITH REGARD TO THE INDUSTRY CONCENTRATION OF THE FUND.
Response: Pursuant to your request, the description of the concentration
policy referred to in fundamental policy number 7 in the Fund's SAI has been
revised as follows:
"Concentrate (invest 25% or more of total assets) the Fund's
investments in any particular industry, except that the Fund
will concentrate its assets in any of the group of industries
constituting the energy infrastructure sector."
5. PLEASE CLARIFY THE FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT LIMITATIONS OF
THE FUND.
Response: Pursuant to your request, the captions "Fundamental Investment
Policies" and "Non-fundamental Investment Policies" have been added prior to
each applicable list in the Investment Restrictions section of the SAI. In
addition, as set forth in response to comment 2, the list of seven investment
fundamental investment restrictions of the Fund has been placed prior to the
bullet point list of non-fundamental investment policies.
If you have any questions or comments or would like to discuss our
responses to your questions please feel free to contact Eric F. Fess at (312)
845-3781 or the undersigned at (312) 845-3273.
Very truly yours,
CHAPMAN AND CUTLER LLP
By /s/ Walter Draney
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Walter Draney
Enclosures