SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED
INVESTMENT COMPANIES
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I.
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General Identifying Information
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1.
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Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
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⌧
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Merger
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□
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Liquidation
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□
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Abandonment of Registration
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□
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Election of status as a Business Development Company
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The Cushing® Energy Income Fund (the “Fund” or the “Applicant”)
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3.
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Securities and Exchange Commission File No.:
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811-22593
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4.
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Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
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⌧
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Initial Application
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□
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Amendment
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5.
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Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
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300 Crescent Court
Suite 1700
Dallas, Texas 75201
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6.
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Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
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Kevin T. Hardy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive, Chicago, Illinois 60606
(312) 407-0641
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7.
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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]:
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Cushing® Asset Management, LP
300 Crescent Court
Suite 1700
Dallas, Texas 75201
(214) 692-6334
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8.
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Classification of fund (check only one):
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⌧
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Management company;
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□
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Unit investment trust; or
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Face-amount certificate company.
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9.
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Subclassification if the fund is a management company (check only one):
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10.
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State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
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Delaware
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11.
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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:
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Cushing® Asset Management, LP
300 Crescent Court
Suite 1700
Dallas, Texas 75201
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12.
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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:
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The Fund has not made a public offering of its securities in the past five years.
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13.
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If the fund is a unit investment trust (“UIT”) provide:
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(a) Depositor’s name(s) and address(es): Not applicable.
(b) Trustee’s name(s) and address(es): Not applicable.
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14.
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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)?
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If Yes, for each UIT state:
Name(s):
File No.:
Business Address:
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15.
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(a)
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Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
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If Yes, state the date on which the board vote took place:
January 30, 2020
If No, explain:
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(b)
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Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
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If Yes, state the date on which the shareholder vote took place:
May 1, 2020
If No, explain:
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II.
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Distributions to Shareholders
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16.
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Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
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(a)
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If Yes, list the date(s) on which the fund made those distributions:
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The merger of the Fund into The Cushing® MLP & Infrastructure Total Return Fund (the “Surviving
Fund’) was completed on May 29, 2020. In the merger, the Fund’s outstanding common shares of beneficial interest were exchanged for newly-issued shares of common shares of beneficial interest of the Surviving Fund. The aggregate net asset value
of the Surviving Fund’s common shares received by the Fund’s common shareholders in the Merger was equal to the aggregate net asset value of their holdings of the Fund’s common shares as determined at the close of business on May 29, 2020, less the
applicable cost of the merger (although the Fund’s common shareholders may have received cash in lieu of fractional shares).
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(b)
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Were the distributions made on the basis of net assets?
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(c)
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Were the distributions made pro rata based on share ownership?
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(d)
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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:
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Each common share of the Fund was converted into 0.80778543 common shares of the Surviving Fund.
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(e)
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Liquidations only: Not applicable.
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Were any distributions to shareholders made in kind?
If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:
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17.
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Closed-end funds only:
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Has the fund issued senior securities?
If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders:
The Fund had outstanding borrowings under a credit agreement. Such outstanding borrowings were assumed by the Surviving Fund under the Surviving Fund’s credit agreement with the same lender.
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18.
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Has the fund distributed all of its assets to the fund’s shareholders?
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If No,
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(a)
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How many shareholders does the fund have as of the date this form is filed?
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(b)
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Describe the relationship of each remaining shareholder to the fund:
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19.
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Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
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If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:
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III.
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Assets and Liabilities
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20.
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Does the fund have any assets as of the date this form is filed?
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If Yes,
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(a)
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Describe the type and amount of each asset retained by the fund as of the date this form is filed:
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(b)
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Why has the fund retained the remaining assets?
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(c)
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Will the remaining assets be invested in securities?
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21.
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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?
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If Yes,
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(a)
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Describe the type and amount of each debt or other liability:
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(b)
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How does the fund intend to pay these outstanding debts or other liabilities?
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IV.
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Information About Event(s) Leading to Request For Deregistration
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22.
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(a)
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List the expenses incurred in connection with the Merger or Liquidation:
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(i)
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Legal expenses:
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$55,366
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(ii)
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Accounting expenses:
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None.
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(iii)
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Other expenses (list and identify separately):
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(a)
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Printing, mailing and solicitation:
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$24,755
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(b)
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Audit fees:
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$6,000
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(c)
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Miscellaneous:
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$33,415
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(iv)
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Total expenses (sum of lines (i)-(iii) above):
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$118,915
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(b)
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How were those expenses allocated?
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On May 29, 2020, the Fund was merged with and into the Surviving Fund. Certain expenses incurred in connection with the merger were allocated based on a methodology approved by the Board of
Trustees, in proportion to the projected expense savings to be realized as a result of the merger. Item 22(a) above sets forth the expenses allocated to the Applicant.
(c) Who paid those expenses?
The Applicant.
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(d)
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How did the fund pay for unamortized expenses (if any)?
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Not applicable.
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23.
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Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
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If Yes, cite the release numbers 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:
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V.
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Conclusion of Fund Business
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24.
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Is the fund a party to any litigation or administrative proceeding?
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If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:
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25.
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Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
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If Yes, describe the nature and extent of those activities:
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26.
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(a)
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State the name of the fund surviving the Merger:
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The Cushing® MLP & Infrastructure Total Return Fund
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(b)
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State the Investment Company Act file number of the fund surviving the merger:
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811-22072
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(c)
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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:
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The Form of Agreement and Plan of Reorganization was filed with the Commission in the Surviving Fund’s Registration Statement on Form N-14 (File No. 333-236206) on March 3, 2020. It was included as
Appendix B to the Joint Proxy Statement/Prospectus included therein.
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(d)
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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.
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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 on behalf of The Cushing® Energy Income Fund; (ii) he is the President and Chief Executive Officer of The Cushing® Energy Income 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.
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THE CUSHING® ENERGY INCOME FUND
By: /s/ Jerry
V. Swank
Name: Jerry V. Swank
Title: President and Chief Executive Officer
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