UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FILED PURSUANT TO SECTION 8(f) OF THE INVESTMENT
COMPANY ACT
OF 1940 (the “Act”) AND RULE 8f-1 THEREUNDER
FOR ORDER DECLARING THAT COMPANY
HAS CEASED TO BE AN INVESTMENT COMPANY
Dated: April 14, 2022
I. General Identifying
Information
1. Reason fund is applying
to deregister (check only one; for descriptions, see Instruction 1 above):
[X] Merger
[ ] Liquidation
[ ] Abandonment
of Registration
(Note: Abandonments of Registration answer only questions
1 through 15, 24 and 25 of this form and complete verification at the end of the form.)
[ ] Election
of status as a Business Development Company
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end of the form.)
2. Name of fund:
Fiduciary/Claymore Energy Infrastructure
Fund
3. Securities and Exchange
Commission File No.:
811-21652
4. Is this an initial Form
N-8F or an amendment to a previously filed Form N-8F?
[x] Initial Application [ ] Amendment
5. Address of Principal
Executive Office (include No. & Street, City, State Zip Code):
227 West Monroe Street
Chicago, IL 60606
| 6. | Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: |
| | Julien Bourgeois
Dechert LLP
1900 K Street, NW
Washington, DC 20006
(202) 261-3304
|
| 7. | Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance
with Rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: |
| | Guggenheim Funds Investment Advisors, LLC
227 West Monroe Street
Chicago, Illinois 60606
(312) 827-0100
|
NOTE: | | Once deregistered, a fund is still required to maintain and preserve the records described
in rules 31a-1 and 31a-2 for the periods specified in those rules. |
| 8. | Classification of fund (check only one): |
[X]
Management company
[ ] Unit investment trust; or
[ ] Face-amount certificate
company.
| 9. | Subclassification if the fund is a management company (check only one): |
[ ] Open-end [x] Closed-end
| 10. | State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): |
Delaware
| 11. | Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the
fund’s contracts with those advisers have been terminated: |
Guggenheim Funds Investment Advisors, LLC
227 West Monroe Street
Chicago, Illinois 60606
Tortoise Capital Advisors, L.L.C.
6363 College Boulevard
Overland Park, KS 66211
Advisory Research, Inc.
8235 Forsyth Boulevard
Suite 700
St. Louis, MO 63105
| 12. | Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts
with those underwriters have been terminated: |
Cantor Fitzgerald &
Co.
110 East 59th Street
New
York, NY 10022
(212)
938-5000
13. If the fund is a unit
investment trust (“UIT”) provide:
(a) Depositors’
name(s) and address(es):
Not Applicable.
(b) Directors’
name(s) and address(es):
Not Applicable.
| 14. | Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate
account)? |
[ ] Yes [X] No
If Yes, for each UIT state (name, file no. and business address):
| 15. | (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment
of Registration? |
[X] Yes [ ] No
If Yes, state the date on which the board
vote took place: September 15, 2021
If No, explain:
| (b) | Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? |
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
February 4, 2022
If No, explain:
II. Distributions to
Shareholders
| 16. | Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? |
[X] Yes [ ] No
(a) If Yes, list the
date(s) on which the fund made those distributions:
Prior to the open of the New York Stock Exchange on March 7,
2022, common shareholders of Fiduciary/Claymore Energy Infrastructure Fund received newly issued common shares of Kayne Anderson Energy
Infrastructure Fund, Inc. (the “Acquiring Fund”), the aggregate net asset value (not the market value) of which equaled the
aggregate net asset value of its common shares, as determined at the close of business on March 4, 2022.
(b) Were the distributions
made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions
made pro rata based on share ownership?
[X] Yes [ ] No
| (d) | If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated: |
(e) Liquidations
only: Not applicable.
Were any distributions to shareholders
made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates
or any other affiliation of shareholders:
17. Closed-end funds
only: Has the fund issued senior securities?
[ ] Yes [X] No
If Yes, describe the method of calculating payments to senior
security holders and distributions to other shareholders:
18. Has the fund distributed
all of its assets to the fund’s shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders
does the fund have as of the date this form is filed?
(b) Describe the relationship
of each remaining shareholder to the fund:
| 19. | Are there any shareholders who have not yet received distributions in complete liquidation of their interests? |
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing
to, or preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any
assets as of the date this form is filed?
[ ] Yes [X] No
If Yes,
| (a) | Describe the type and amount of each asset retained by the fund as of the date this form is filed: |
| (b) | Why has the fund retained the remaining assets? |
| (c) | Will the remaining assets be invested in securities? |
| 21. | Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company)
or any other liabilities? |
[ ] Yes [X] No
If yes,
| (a) | Describe the type and amount of each debt or other liability: |
(b) How does the fund
intend to pay these outstanding debts or other liabilities?
IV. Information About
Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger
or Liquidation:
(i) |
Legal expenses: $0.8 million
|
(ii) |
Accounting expenses: Less than $0.1 million.
|
(iii) |
Other expenses (list and identify separately):
Transfer Agency and Proxy Solicitation Costs: Less than $0.1 million.
Print and Distribution Costs: Less than $0.1
million. |
|
SEC
Filing Fees: Less than $0.1 million
|
(iv) |
Total expenses
(sum of lines (i) - (iii) above): $1.0 million |
(b) How were those
expenses allocated?
The costs associated with the Merger described above were borne
by the Acquiring Fund; KA Fund Advisors, LLC; and Guggenheim Funds Investment Advisors, LLC. The Acquiring Fund incurred approximately
$0.2 million in Merger related costs. The remaining Merger related costs were borne by KA Fund Advisors, LLC and Guggenheim Funds
Investment Advisors, LLC.
(c) Who paid those
expenses?
Please see response to Question 22(b).
(d) How
did the fund pay for unamortized expenses (if any)?
Not Applicable.
| 23. | Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? |
[ ] Yes [X]
No
If Yes, cite the release number of the Commission’s notice
and order or, if no notice or order has been issued, the file number and date the application was filed:
V. Conclusion of Fund
Business
| 24. | Is the fund a party
to any litigation or administrative proceeding? |
[X] Yes [ ] No
If Yes, describe the nature of any litigation or proceeding
and the position taken by the fund in that litigation:
The Fund is a nominal defendant in JB and Margaret Blaugrund
Fdn. v. Guggenheim Funds Investment Advisors LLC, et al., No 2021-1094-SG (Del. Ch.). The plaintiff in this action, a purported stockholder
of the Fund, attempts to assert certain derivative claims on the Fund’s behalf, as well as certain direct claims, against the Fund’s
trustees, advisor, and sub-advisor. The derivative claims allege that the defendants breached their fiduciary duties and contractual duties
to the Fund by failing to adequately monitor the Fund’s use of leverage, liquidity, and tax liabilities that led to market losses
in the spring of 2020. The complaint also claims that the disclosures the Fund’s trustees and advisor issued in support of the Merger
omitted material information and the same parties breached their fiduciary duties by failing to obtain value for the derivative claims
plaintiff now pursues as part of the Merger consideration. Plaintiff initially sought to enjoin the stockholder vote on the Merger, but
withdrew that motion on January 25, 2022 and the stockholder vote occurred unimpeded and the Merger was approved on February 4, 2022.
The Defendants made a motion to dismiss the complaint on March 17, 2022, which is set to be fully briefed to court by June 2022. Although
the Fund is only a nominal party, it believes the claims have no merit.
| 25. | Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? |
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. | (a) |
State the name of the fund surviving the Merger: |
| |
Kayne Anderson Energy Infrastructure Fund, Inc.
|
| (b) |
State the Investment
Company Act file number of the fund surviving the Merger: |
| |
811-21593
|
| (c) |
If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the
agreement was filed: |
| |
The Form of Agreement and Plan of Merger was filed as Appendix A to Part A of the Registration Statement of Kayne Anderson Energy Infrastructure Fund, Inc. filed on Form N-14 (Accession No. 0001213900-21-067019; 333-260457, filed December 22, 2021).
|
| (d) |
If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to
this form. |
| |
Not Applicable. |
VERIFICATION
The undersigned states that (i) he has executed this
Form N-8F application for an order under Section 8(f) of the Investment Company Act of 1940, as amended, on behalf of Fiduciary/Claymore
Energy Infrastructure Fund; (ii) he is the Secretary of Fiduciary/Claymore Energy Infrastructure Fund; and (iii) all actions by shareholders,
trustees, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The
undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information, and
belief.
|
/s/
Mark E. Mathiasen |
|
Mark E. Mathiasen |
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