Edgar Filing: Salient MLP & Energy Infrastructure Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-8F

Application Pursuant to Section 8(f) of the

Investment Company Act of 1940 (“Act”)

and Rule 8f-1 Thereunder for Order Declaring

that a Registered Investment Company has Ceased

to be an Investment Company under the Act

General Identifying Information

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.)

Name of fund: Salient MLP & Energy Infrastructure Fund

Securities and Exchange Commission File No.: 811-22530

Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

[x]

Initial Application

[ ]

Amendment

Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

4265 San Felipe, 8th Floor

Houston, TX 77027

Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form:

Pablo Javier Man

K&L Gates LLP

State Street Financial Center

One Lincoln Street

	Boston, MA 02111 (617) 951-9209

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]:

	Salient Capital Advisors, LLC 4265 San Felipe, 8th Floor Houston, TX 77027 (713) 993-4675				U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202

	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:

	Salient Capital Advisors, LLC 4265 San Felipe, 8th Floor Houston, TX 77027 (713) 993-4675

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:

	Stifel, Nicolaus & Company, Incorporated 237 Park Avenue New York, NY 10017

RBC Capital Markets, LLC

One Beacon St., 24^th Floor

Boston, MA 02108

Morgan Keegan & Company, Inc.

50 N. Front Street

Memphis, TN 38103

Oppenheimer & Co., Inc.

300 Madison Avenue

New York, NY 10017

Robert W. Baird & Co. Incorporated

800 Maryland Avenue

St. Louis, MO 63105

BB&T Capital Markets, a division of Scott & Stringfellow, LLC

901 East Byrd Street., Ste 300

Richmond, VA 23219

13.

If the fund is a unit investment trust (“UIT”) provide:

(a)

Depositor’s name(s) and address(es):

(b)

Trustee’s 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(s):

File No.: 811-___________

Business Address:

Not applicable.

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:

April 15, 2014 and May 20, 2014

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:

November 13, 2014

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:

November 17, 2014

(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 securityholders 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?

(See question 18 above)

[ ] 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?

[ ] Yes

[ ] No

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: $84,525
		(ii)	Accounting expenses: $5,000
		(iii)	Other expenses (list and identify separately): $0
		(iv)	Total expenses (sum of lines (i)-(iii) above): $89,525

	(b)	How were those expenses allocated?

		The acquiring fund, Salient Midstream & MLP Fund, and Salient MLP & Energy Infrastructure Fund (each a “Fund”) each bore expenses incurred in connection with the reorganization. Expenses specific to one or each of the Funds were expensed as incurred while non-fund specific expenses were allocated on a pro rata basis based upon net assets.

	(c)	Who paid those expenses?

		Each of Salient Midstream & MLP Fund and Salient MLP & Energy Infrastructure Fund paid those expenses in the manner described in Question 22(b), above.

	(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 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:

V.	Conclusion of Fund Business

24.	Is the fund a party to any litigation or administrative proceeding?

	[ ] Yes		[x] No

	If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:

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: Salient Midstream & MLP Fund

	(b)	State the Investment Company Act file number of the fund surviving the Merger: 811-22626

	(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:

		333-198304 Form 497 (Appendix A) September 30, 2014

	(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 on behalf of Salient MLP & Energy Infrastructure Fund, (ii) he is President and Chief Executive Officer of Salient MLP & 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/ Gregory A. Reid
							Gregory A. Reid President and Chief Executive Officer Salient Midstream & MLP Fund Salient MLP & Energy Infrastructure Fund