Kayne Anderson NextGen Energy & Infrastructure (KMF)
Filed: 29 Apr 13, 12:00am
Paul Hastings LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626-1924
Telephone: (714) 668-6200
Facsimile: (714) 979-1921
Internet: www.paulhastings.com
1(714)668-6210
johndellagrotta@paulhastings.com
April 29, 2013
VIA EDGAR [CORRESPONDENCE FILING]
Mr. Edward P. Bartz
Staff Attorney
United States Securities and Exchange Commission
Division of Investment Management
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Kayne Anderson Midstream/Energy Fund, Inc. |
Registration Statement on Form N-2 (File Nos. 333- and 811-22467)
Dear Mr. Bartz:
Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended (the“Securities Act”) and the Investment Company Act of 1940, as amended (the“1940 Act”), on behalf of our client, Kayne Anderson Midstream/Energy Fund (the“Fund”), is the Fund’s shelf Registration Statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the“Commission”) on April 29, 2013 registering a presently indeterminate number of shares of common stock and preferred stock to be offered on an immediate, continuous or delayed basis for a proposed maximum aggregate offering price of $300 million (the“KMF ShelfRegistration Statement”).
The KMF Shelf Registration Statement does not contain disclosures that are substantially different from the most recent shelf registration statement of Kayne Anderson Energy Total Return Fund, Inc. (File Nos. 333-172410 and 811-21750), a closed-end fund in the Kayne Anderson family of funds (“KYE”). Similar to the Fund, KYE’s Post-Effective Registration Statement registered common stock and preferred stock (the“KYE Shelf Registration Statement”). The KYE Shelf Registration Statement was declared effective by the Commission on April 11, 2013.
Mr. Edward P. Bartz
U. S. Securities and Exchange Commission
April 29, 2013
Page 2
In light of the similarities between the disclosures made in the KMF Shelf Registration Statement and in the KYE Shelf Registration Statement and using the principles stated in Release 33-6510 and Release No. IC 13768, we respectfully request that the staff of the Commission (the “Staff”) consider a cursory or no review position with respect to the KMF Shelf Registration Statement.
The Fund respectfully requests the Staff’s assistance in completing its review of the KMF Shelf Registration Statement as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions to the undersigned at (714) 668-6210 or David A. Hearth at (415) 856-7007.
Very truly yours,
/s/ John F. Della Grotta
John F. Della Grotta
of PAUL HASTINGS LLP
JFD:bdg
| cc: | Kevin S. McCarthy, Kayne Anderson (w/encl.) |
David S. Shladovsky, Esq., Kayne Anderson (w/encl.)
David A. Hearth, Esq., Paul Hastings (w/encl.)