[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
May 1, 2008
Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 |
| Re: | The Cushing MLP Total Return Fund Initial Registration Statement On Form N-2 In Connection With The Secondary Offering Of Common Shares |
Ladies and Gentlemen:
On behalf of The Cushing MLP Total Return Fund (the "Fund"), we are enclosing herewith for filing pursuant to the Securities Act of 1933, as amended and the General Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder, and the Investment Company Act of 1940, as amended, and the General Rules and Regulations of the Commission thereunder, one electronically signed amended Registration Statement on Form N-2 (the "Registration Statement") complete with certain exhibits filed therewith in connection with a secondary offering of common shares by the Fund.
The disclosure in the Registration Statement with regard to the description of the Fund, its investment objective, strategy and policies, the risks associated with investment in the Fund and the management of the Fund is substantially similar to the disclosures made in the registration statement relating to the Fund’s common shares (File Nos. 333-143305 and 811-22072), which was declared effective by the Commission on August 24, 2007. The disclosure in the Registration Statement has generally been revised only as necessary to address the comments made by the Commission, to provide current Fund information and to set forth the anticipated terms of the secondary offering.
A fee of $39.30 to cover the registration fee under the Securities Act has been paid.
Should you have any questions or require further information with respect to this Registration Statement or the filings we have relied upon as precedent for and consider substantially similar to the Registration Statement, please do not hesitate to contact me at (213) 687-5632.
Very truly yours,
/s/ Yousuf I. Dhamee
Yousuf I. Dhamee
Enclosures
