UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form N-8F

 

Application for Deregistration of Certain Registered Investment Companies.

 

I.General Identifying Information

 

1.Reason fund is applying to deregister (check only onefor descriptions, see Instruction 1 above):

 

¨Merger

 

þLiquidation

 

¨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: Destiny Alternative Fund (TEI) LLC

 

3.Securities and Exchange Commission File No.: 811-23814

 

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

 

þ        Initial Application        ¨       Amendment

 

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

 

c/o UMB Fund

235 West Galena Street

Milwaukee, WI 53212

 

 

 

 

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

 

Joshua B. Deringer, Esq.

Faegre Drinker Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia, Pennsylvania 19103

(215) 988 2959

 

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]:

 

c/o UMB Fund

235 West Galena Street

Milwaukee, WI 53212

(414) 299-2270

 

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):

 

þ       Management company;

¨       Unit investment trust; or

¨       Face-amount certificate company.

 

9.Subclassification if the fund is a management company (check only one):

 

¨ Open-end       þ     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 subadvisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:

 

Investment Adviser:*

First Trust Capital Management L.P.

225 W. Wacker Drive, 21st Floor

Chicago, IL 60606

* The Fund invested all or substantially all of its assets in, and was the sole shareholder of, Destiny Alternative Fund Limited (the “Offshore Fund”), a Cayman Islands exempted company that, in turn, invested all or substantially all of its assets in Destiny Alternative Fund LLC (the “Master Fund”), a Delaware limited liability company registered under the 1940 Act as a closed-end management investment company. On January 1, 2026, the Master Fund merged with and into Destiny Alternative Fund (“DAF”), a Delaware statutory trust registered under the 1940 Act as a closed-end management investment company. The Board of the Fund had overall responsibility for the management and supervision of the business operations of the Fund. First Trust Capital Management LP served as the investment adviser to the Master Fund.

 

 

 

 

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:

 

The Fund’s shares were offered and sold solely in private placement transactions in reliance on an exemption from registration under Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D promulgated thereunder.

 

13.If the fund is a unit investment trust (“UIT”) provide: N/A

 

(a)       Depositor’s name(s) and address(es):

(b)       Trustee’s name(s) and address(es):

 

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       þ       No

 

If Yes, for each UIT state:

 

Name(s):

 

File No.: 811-

 

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?

 

þ      Yes       ¨      No

 

If Yes, state the date on which the board vote took place: September 10, 2025.

 

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?

 

¨      Yes       þ       No

 

If Yes, state the date on which the shareholder vote took place:

 

If No, explain: Pursuant to Section 6.1 of the Fund’s Amended and Restated Limited Liability Company Agreement, the Board of Managers, without the vote of shareholders, is permitted to cause a dissolution of the Fund by the affirmative vote of a majority of the Managers. See exhibit (a)(1) to the Fund’s Registration Statement, filed with the Securities and Exchange Commission on December 9, 2022. In advance of the Fund’s final repurchase offer, the Fund provided notice to investors that the Board had voted to approve the liquidation of the Fund in connection with the related reorganization of the Master Fund.

 

 

 

 

II.       Distributions to Shareholders

 

16.Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

 

þ      Yes      ¨      No

 

(a)If Yes, list the date(s) on which the fund made those distributions:

January 1, 2026

 

 

(b)Were the distributions made on the basis of net assets?

 

þ      Yes      ¨      No

 

(c)Were the distributions made pro rata based on share ownership?

 

þ      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:

 

Were any distributions to shareholders made in kind?

 

¨      Yes      þ      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      þ      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?

 

þ      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      þ      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      þ      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      þ      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: $52,078.77     

(ii)Accounting expenses: $29,106.00      

(iii)Other expenses (list and identify separately): $4,196.54

Due Diligence: $1,696.54

Asset Transfer: $2,500.00      

(iv) Total expenses (sum of lines (i)-(iii) above): $85,381.31      

 

(b)How were those expenses allocated? Pro rata among the reorganization participants

 

(c)Who paid those expenses? First Trust Capital Management L.P.

 

(d)How did the fund pay for unamortized expenses (if any)? N/A

 

23.Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

 

¨      Yes      þ      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      þ      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      þ      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:

 

(b)State the file number of the fund surviving the Merger:

 

(c)If the merger or reorganization agreement has been filed with the Commission, state the file number and date the agreement was filed:

 

(d)If the merger or reorganization agreement has not been filed with the Commission, attach a copy of the agreement as an exhibit to this form.

 

 

 

 

VERIFICATION

 

The undersigned states that (i) he or she has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of Destiny Alternative Fund (TEI) LLC (ii) he is the President of Destiny Alternative Fund (TEI) LLC and (iii) all actions by shareholders, directors, 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 or her knowledge, information, and belief.

 

  Signature /s/ Michael Peck
  By Michael Peck