KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. (a Maryland corporation) [-] Shares of Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
UBS Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Wells Fargo Securities, LLC
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 10, 2016 By and Among JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., As Syndication Agent, and THE SEVERAL BANKS FROM TIME TO...Credit Agreement • May 25th, 2018 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 10, 2016, between (i) KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”); (ii) the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”); (iii) Citibank, N.A. (“Citibank”) as syndication agent for the Lenders hereunder (the “Syndication Agent”); and (iv) JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders hereunder (the “Administrative Agent”), amending and restating the Credit Agreement originally dated as of January 20, 2011, as amended by the First Amendment Agreement dated as of November 21, 2013 and the Second Amendment Agreement dated as of September 21, 2015, among the parties hereto as otherwise here
SALES AGREEMENTSales Agreement • April 29th, 2013 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (the “Fund”), KA Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Kayne Anderson Capital Advisors, L.P., a California limited partnership and the parent of the Adviser (“KACALP”) (solely with respect to Section 6(b)(v), Section 6(b)(vii), Section 7(l), Section 9 and Section 10), confirm their agreement (this “Agreement”) with [-]. (“[-]” and together with the Fund, the Adviser and KACALP, the “Parties” each individually a “Party”), as follows:
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. $30,000,000 3.46% Series E Senior Unsecured Notes due July 30, 2021 NOTE PURCHASE AGREEMENT Dated as of April 30, 2014Note Purchase Agreement • May 25th, 2018 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
KAYNE ANDERSON MIDSTREAM/ENERGY FuND, INC., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. Investment Management AgreementInvestment Management Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • Maryland
THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 19th day of October, 2010, by and between Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (hereinafter called the “Company”), and KA Fund Advisors, LLC, a Delaware limited liability company (hereinafter called the “Manager”).
AGENCY AGREEMENT (RELATED TO NOTE PURCHASE AGREEMENT DATED AS OF MAY 1, 2013) Dated as of May 1, 2013Agency Agreement • May 25th, 2018 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
AGENCY AGREEMENT, dated as of May 1, 2013 between Kayne Anderson Midstream/Energy Fund, Inc. (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as paying agent (the “Paying Agent”) and the Note Purchasers (as defined below).
UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT Registered SEC Offerings and Exempt Offerings (Other than Offerings of Municipal Securities)Dealers Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of February 5, 2010, is by and between UBS Securities LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
AGENCY AGREEMENT (RELATED TO NOTE PURCHASE AGREEMENT DATED MARCH 22, 2012) Dated as of March 22, 2012Agreement • May 25th, 2018 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
AGENCY AGREEMENT, dated as of March 22, 2012 between Kayne Anderson Midstream/Energy Fund, Inc. (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as paying agent (the “Paying Agent”) and the Note Purchasers (as defined below).
FORM OF FUND ACCOUNTING AGREEMENTFund Accounting Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • Ohio
THIS AGREEMENT is made as of this 19th day of October, 2010, by and between KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. (the “Fund”), a Maryland corporation having its principal place of business at 717 Texas Avenue, Suite 3100, Houston, Texas 77002 and ULTIMUS FUND SOLUTIONS, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio and having its principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
AMENDMENT NO. 1 AND REAFFIRMATIONKayne Anderson Midstream/Energy Fund, Inc. • May 25th, 2018 • New York
AMENDMENT NO. 1 AND REAFFIRMATION, dated as of October 5, 2015, (this “Agreement”), by and between KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC., a Maryland corporation (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION as agent (the “Lender”). The parties hereto are parties to the Credit Agreement, dated as of July 25, 2014 (the “Credit Agreement” and capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement) and hereby agree as follows:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 25th, 2018 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of July 19, 2016, is made by and among (i) KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”); (ii) the several banks and other financial institutions from time to time parties to the Loan Agreement (the “Lenders”); and (iii) SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as administrative agent for the Lenders thereunder (the “Administrative Agent”) and as Lender.
AGENCY AGREEMENT (RELATED TO SECURITIES PURCHASE AGREEMENT DATED APRIL 30, Dated as of April 30, 2014Agency Agreement • May 25th, 2018 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. (a Maryland corporation) [-] Shares of Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2013 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
The undersigned, Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (the “Fund”), KA Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Kayne Anderson Capital Advisors, L.P., a California limited partnership, parent of the Adviser (“KACALP”) (solely with respect to Section 2(b), Section 2(e), Section 7(j), Section 9 and Section 12 hereof), address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named on Schedule I hereto (herein collectively called the “Underwriters”). The Fund proposes to sell to the Underwriters [-] shares of Common Stock, par value $0.001 per share (“Common Stock”) of the Fund (said shares to be issued and sold by the Fund being hereinafter called the “Underwritten Securities”). The Fund also proposes to grant to the Underwriters an option to purchase up to [-] additional shares of Common Stock to cover overallotments (the “Option Securities,” together with the Unde
Kayne Anderson NextGen Energy & Infrastructure, Inc. Amendment No. 1 to Note Purchase AgreementPurchase Agreement • February 11th, 2021 • Kayne Anderson NextGen Energy & Infrastructure, Inc. • New York
Kayne Anderson NextGen Energy & Infrastructure, Inc. (hereinafter, together with its successors and assigns, the “Company”) agrees with you as follows:
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. Series C Mandatory Redeemable Preferred Shares SECURITIES PURCHASE AGREEMENT Dated April 30, 2014Securities Purchase Agreement • May 25th, 2018 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
KAYNE ANDERSON MIDSTREAM/ENERGY FuND, INC., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
Kayne Anderson NextGen Energy & Infrastructure, Inc. Amendment No. 1 to Note Purchase AgreementPurchase Agreement • February 10th, 2021 • Kayne Anderson NextGen Energy & Infrastructure, Inc. • New York
Kayne Anderson NextGen Energy & Infrastructure, Inc. (hereinafter, together with its successors and assigns, the “Company”) agrees with you as follows:
UBS SECURITIES LLC Master Agreement Among UnderwritersMaster Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
We hereby agree that this Master Agreement Among Underwriters (this “Agreement”) will apply to our participation in offerings of securities where you act as Manager or one of the Managers of the underwriting syndicate (including offerings subject to competitive bidding where you act as Representative of a group of bidders or purchasers). The issuer of the securities is referred to as the “Company”, the seller of any such securities other than the Company is referred to as the “Seller” and such securities are referred to as the “Securities”.
GLOBAL CUSTODY AGREEMENT BETWEEN KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. AND JPMORGAN CHASE BANK, N.A.Global Custody Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.
SPECIAL CUSTODY ACCOUNT AGREEMENT (Cash Sweep)Special Custody Account Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
AGREEMENT (this “Agreement”), dated as of October 8, 2010, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, in its capacity as Custodian hereunder (“Custodian”), Kayne Anderson Midstream/Energy Fund, Inc. (“Customer”) and J.P. MORGAN CLEARING CORP. (“Broker”).
FORM OF ADMINISTRATION AGREEMENTForm of Administration Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • Ohio
THIS AGREEMENT is made as of this 19 day of October, 2010, by and between KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC., a Maryland corporation (the “Fund”), and ULTIMUS FUND SOLUTIONS, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio.
FIRST AMENDMENT TO KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. ADMINISTRATION AGREEMENTAdministration Agreement • April 29th, 2013 • Kayne Anderson Midstream/Energy Fund, Inc.
WHEREAS, Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (the “Fund”) and Ultimus Fund Solutions, LLC (the “Administrator”), an Ohio limited liability company, have entered into an Administration Agreement as of October 19, 2010 (the “Agreement”); and
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • Delaware
This Subscription Agreement (this “Agreement”) is made this 18th day of October, 2010, by and between Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (the “Company”), and KA Fund Advisors, LLC, a Delaware limited liability company (the “Subscriber”).
