Summary Information

This combined proxy statementProxy Statement sets forth the information that each Company’s stockholders should know in order to evaluate each of the following proposals. The following table presents a summary of the proposals for each Company and the stockholders of the Company whose votes are being solicited with respect to each proposal. Please refer to the discussion of each proposal in this proxy statementProxy Statement for information regarding votes required for the approval of each proposal. See “Proposals: Approval of a New Investment Management Agreement with the Adviser for each Company – Vote Required and Recommendation.”

Fund		Proposals		Who votes on the proposals?
KED		2. To elect two Class III Directors of the Company, such directors to hold office until the 2018 Annual Meeting of Stockholdersconsider and until their successors are duly electedvote on KED’s new investment management agreement by and qualified.between KED and KA Fund Advisors, LLC, its current investment adviser (the “New KED Agreement”).		The holders of KED’s Common Stock and Preferred Stock, voting together as a single class.
KMF&  and KED		3. To ratifyapprove any adjournments of the selectionMeeting from time to time to solicit additional proxies if there are insufficient votes at the time of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firmMeeting to constitute a quorum or to approve the proposal for the fiscal year ending November 30, 2015.New KMF Agreement or the New KED Agreement, as applicable.		For each Company, theThe holders of theeach Company’s Common Stock and Preferred Stock, voting together as a single class.
KMF& KED		4. To transact any other business that may properly come before the meeting or any adjournment or postponement thereof.		For each Company, the holders of the Company’s Common Stock and Preferred Stock, voting together as a single class.

PROPOSAL ONERecord Date; Shares Entitled to Vote

ELECTION OF DIRECTORS FOR KMF

Under KMF’s charter, the BoardOnly holders of Directors (the “Board”) is divided into three classes (Class I, Class II and Class III) of approximately equal size. The Board currently has five directors as follows:

The directors whose terms are expiring at this year’s Annual Meeting are the Class II directors, Barry R. Pearl and William L. Thacker. The Board has nominated them for re-election at the Annual Meeting, to serve for terms of three years (until the 2018 Annual Meeting of Stockholders) and until their successors have been duly elected and qualified.

Pursuant to the termsrecord of the Company’scommon stock of KMF, par value $.001 per share (the “KMF Common Stock”), and the mandatory redeemable preferred stock (the “Preferred Stock”), the holders of Preferred Stock are entitled as a class, to the exclusion of the holders of the Company’s common stock, $0.001 parKMF, $25.00 liquidation value per share (the “Common“KMF Preferred Stock”), to elect two directorsas of the Company (the “Preferred Directors”).Record Date (as defined below) are entitled to notice of, and to vote at, the Meeting and any postponements or adjournments thereof. The Board has designated William L. Thacker and Albert L. Richey as the Preferred Directors. The terms of the Preferred Stock further provide that the remaining nominees shall be elected by holders ofKMF Common Stock and Preferred Stock are the only classes of voting securities of KMF at the close of business on August 24, 2015 (the “Record Date”).

On the Record Date, 21,663,136 shares of KMF Common Stock and 4,200,000 shares of KMF Preferred Stock were issued and outstanding and held by 16 and 5 holders of record, respectively. The holders of the KMF Common Stock and the KMF Preferred Stock vote together as a single class. Of those designated asclass and are entitled to one vote per share at the Meeting for the KMF Proposal. Neither the KMF Common Stock nor the KMF Preferred Directors, William L. Thacker is the sole Preferred Director whose term is expiring at this year’s Annual Meeting.Stock has cumulative voting rights.

Therefore, (i) theKED

Only holders of record of the Company’scommon stock of KED, par value $.001 per share (the “KED Common Stock”), and the mandatory redeemable preferred stock of KED, $25.00 liquidation value per share (the “KED Preferred StockStock”), as of the Record Date are being askedentitled to notice of, and to vote for Mr. Thacker as a Class II Director ofat, the Company,Meeting and (ii) the holders of the Company’sany postponements or adjournments thereof. The KED Common Stock and Preferred Stock are the only classes of voting securities of KED at the close of business on the Record Date.

On the Record Date, 10,557,807 shares of KED Common Stock and 1,000,000 shares of KED Preferred Stock were issued and outstanding and entitled to vote and held by 15 and 1 holders of record, respectively. The holders of the KED Common Stock and the KED Preferred Stock vote together as a single class and are being askedentitled to one vote for Mr. Pearl as a Class II Director of the Company.

The Board knows of no reason why the nominees listed below will be unable to serve, and the nominees have consented to serve if elected. If a nominee is unable to serve or for good cause will not serve because of an event not now anticipated, the persons named as proxies may vote for another person designated by the Board. The persons named as proxies on the accompanying proxy card intend to voteper share at the Annual Meeting (unless otherwise directed) FOR the election of Messrs. Pearl and Thacker as the Company’s directors.

The following tables set forth each nominee’s and each remaining director’s name and year of birth; position(s) with the Company and length of time served; principal occupations during the past five years; and other directorships held during the past five years. The address for the nominees and directors is 811 Main Street, 14^th Floor, Houston, TX 77002.

AllKED Proposal. Neither the directors listed above currently serve onKED Common Stock nor the Board of Directors of Kayne Anderson Energy Development Company (“KED”), and Mr. McCarthy also serves on the Board of Directors of Kayne

Anderson MLP Investment Company (“KYN”) and Kayne Anderson Energy Total Return Fund, Inc. (“KYE”). KYN, KYE, KMF and KED are closed-end investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”) that are advised by KAFA.

The directors who are not “interested persons,” as defined in the 1940 Act, of the Company, of Kayne Anderson or of the Company’s underwriters in offerings of its securities from time to time as defined in the 1940 Act are referred to herein as “Independent Directors.” None of the Independent Directors nor any of their immediate family members, has ever been a director, officer or employee of Kayne Anderson or its affiliates.

The Board of Directors has adopted a mandatory retirement policy. No director may be nominated or stand for re-election if that director would have his or her 72nd birthday before the stockholders’ meeting at which that director would be elected. Once elected, a director may complete his or her term even if that director turns 72 during such three-year term.

For information regarding the Company’s executive officers and their compensation, please refer to “Information About Executive Officers” and “Compensation Discussion and Analysis” below.

NOMINEES FOR DIRECTOR WHO ARE NOT INTERESTED PERSONS

Name (Year Born)		Position(s) Held with the Company, Term of Office/ Time of Service		Principal Occupations During Past Five Years		Number of Portfolios in Fund Complex(1) Overseen by Director		Other Directorships Held by Director During Past Five Years
William L. Thacker (born 1945)		Director. 3-year term (until the 2015 Annual Meeting of Stockholders). Served since inception.		Chairman of the Board of Directors of Copano Energy, L.L.C. from 2009 to 2013. Retired from the Board of TEPPCO in May 2002 after serving as Chairman from March 1997 to May 2002; Chief Executive Officer from January 1994 to May 2002; and President, Chief Operating Officer and Director from September 1992 to January 1994.		2		Current: Ÿ   KED Ÿ   QEP Resources, Inc. (oil and gas exploration and production company) Prior: Ÿ   Copano Energy, L.L.C. (midstream MLP) Ÿ   Pacific Energy Partners, L.P. (midstream MLP) Ÿ   GenOn Energy, Inc. (electricity generation and sales)

REMAINING DIRECTORS WHO ARE NOT INTERESTED PERSONS

REMAINING DIRECTOR WHO IS AN INTERESTED PERSON

PROPOSAL TWO

ELECTION OF DIRECTORS FOR KED

Under KED’s charter, the Board of Directors (the “Board”) is divided into three classes (Class I, Class II and Class III) of approximately equal size. The Board currently has seven directors as follows:

The directors whose terms are expiring at this year’s Annual Meeting are the Class III directors, Kevin S. McCarthy and William L. Thacker. The Company’s Board of Directors has nominated them to stand for re-election at the Annual Meeting, to serve for a term of three years (until the 2018 Annual Meeting of Stockholders) and until their successors have been duly elected and qualified.

Pursuant to the terms of the Company’s mandatory redeemable preferred stock (the “Preferred Stock”), the holders of Preferred Stock are entitled as a class, tohas cumulative voting rights.

On the exclusionRecord Date, the following number of the holdersshares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to elect two directors of the Company (the “Preferred Directors”). The Board of Directors has designated James C. Baker and Terry A. Hart as the Preferred Directors. The terms of the Preferred Stock for the Company further provide that the remaining nominees shall be elected by holders ofKMF Common Stock and Preferred Stock voting together as a single class.

Therefore, the holders of the Company’sand KED Common Stock and Preferred Stock votingwere outstanding and entitled to vote together as a single class, are being asked to vote for Messrs. McCarthy and Thacker as Class III Directors of the Company.

The Board knows of no reason why the nominees listed below will be unable to serve, and the nominees have consented to serve if elected. If the nominees are unable to serve or for good cause will not serve because of an event not now anticipated, the persons named as proxies may vote for another person designated by the Board. The persons named as proxies on the accompanying proxy card intend to vote at the Annual Meeting (unless otherwise directed) FOR the election of Messrs. McCarthy and Thacker as the Company’s directors.

The following tables set forth each nominee’s and each remaining director’s name and year of birth; position(s) with the Company and length of time served; principal occupations during the past five years; and other directorships held during the past five years. The address for the nominees and directors is 811 Main Street, 14^th Floor, Houston, TX 77002.

All the directors and nominees discussed above except Mr. Baker and Mr. Hart currently serve on the Board of Directors of Kayne Anderson Midstream/Energy Fund, Inc. (“KMF”), and Mr. McCarthy also serves on the Board of Directors of Kayne Anderson MLP Investment Company (“KYN”) and Kayne Anderson Energy Total Return Fund, Inc. (“KYE”). KYN, KYE, KMF and KED are closed-end investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”) that are advised by KAFA.

The directors who are not “interested persons,” as defined in the 1940 Act, of the Company, Kayne Anderson or the Company’s underwriters in offerings of its securities from time to time as defined in the 1940 Act are referred to herein as “Independent Directors.” None of the Independent Directors nor any of their immediate family members, has ever been a director, officer or employee of Kayne Anderson or its affiliates.

The Board of Directors has adopted a mandatory retirement policy. No director may be nominated or stand for re-election if that director would have his or her 72nd birthday before the stockholders’ meeting at which that director would be elected. Once elected, a director may complete his or her term even if that director turns 72 during such three-year term.

For information regarding the Company’s executive officers and their compensation, please refer to “Information About Executive Officers” and “Compensation Discussion and Analysis” below.

NOMINEE FOR DIRECTOR WHO IS NOT AN INTERESTED PERSONone class.

NOMINEE FOR DIRECTOR WHO IS AN INTERESTED PERSONQuorum and Adjournment; Required Vote

REMAINING DIRECTORS WHO ARE NOT INTERESTED PERSONS

REMAINING DIRECTORS WHO ARE INTERESTED PERSONS

DIRECTOR COMPENSATION

For each Company, directors and officers who are “interested persons” by virtue of their employment by Kayne Anderson, including all executive officers, serve without any compensation from the Company. For each Company, for the fiscal year ended November 30, 2014:

Prior to December 1, 2014, directors were compensated as follows:

Effective December 1, 2014, the above compensation structure was amended as follows:

The following table sets forth the compensation paid by each Company during the fiscal year ended November 30, 2014 to the Independent Directors. No compensation is paid to directors who are “interested persons.” Neither Company has a retirement or pension plan or any compensation plan under which the Company’s equity securities were authorized for issuance.

Director Compensation Table

COMMITTEES OF THE BOARD OF DIRECTORS

Each Company’s Board currently has three standing committees: the Audit Committee, the Valuation Committee and the Nominating Committee. The table below shows the directors serving on the committees, and the following committee descriptions apply to both Companies.

Charter, in evaluating candidates for a position on the Board, the Committee considers a variety of factors, including, as appropriate:

The Nominating Committee also considers diversity, including gender, race and national origin, education, professional experience, skills and viewpoints in identifying nominees for director. The Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating Committee believe that it is important that the Board members represent diverse skills, backgrounds, experiences and perspectives.

Prior to making a final recommendation to the Board, the Nominating Committee of each Company may conduct personal interviews with the candidates it believes to be the most qualified.

If there is no vacancy on the Board, the Board will not actively seek recommendations from other parties, including stockholders. When a vacancy on the Board occurs and nominations are sought to fill such vacancy, the Nominating Committee may seek nominations from those sources it deems appropriate in its discretion, including the Company’s stockholders.

The Nominating Committee considers nominees properly recommended by stockholders. To submit a recommendation for nomination as a candidate for a position on the Board of either Company, stockholders of such Company shall mail the recommendation to the SecretaryA quorum of the Company at 811 Main Street, 14^th Floor, Houston, TX 77002. Such recommendation shall include the following information: (a) evidence of stock ownership of the person or entity recommending the candidate; (b) a full description of the proposed candidate’s background, including his or her education, experience, current employment, and date of birth; (c) names and addresses of at least three professional references for the candidate; (d) information as to whether the candidate is an “interested person” in relation to the Company, as such term is defined in the 1940 Act, and such other information that may be considered to impair the candidate’s independence; and (e) any other information that may be helpful to the Nominating Committee in evaluating the candidate.

Any such recommendation must contain sufficient background information concerning the candidate to enable the Company’s Nominating Committee to make a proper judgment as to the candidate’s qualifications. If a recommendation is received with satisfactorily completed information regarding a candidate during a time when a vacancy exists on the Board or during such other time as the Nominating Committee is

accepting recommendations, the recommendation will be forwarded to the Chair of the Nominating Committee and will be evaluated in the same manner as other candidates for nomination. Recommendations received at any other time will be kept on file until such time as the Nominating Committee is accepting recommendations, at which point they may be considered for nomination.

Board of Director and Committee Meetings Held

The following table shows the number of meetings held for each Company for the fiscal year ended November 30, 2014:

During the fiscal year ended November 30, 2014, all directors attended at least 75% of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings held by all committees of the Board on which they served. The Fund does not currently have a policy with respect to Board member attendance at annual meetings.

Please refer to “Corporate Governance” on page 33 for a review of the Board’s leadership structure, role in risk oversight and other matters.

INFORMATION ABOUT EACH DIRECTOR’S QUALIFICATIONS,

EXPERIENCE, ATTRIBUTES OR SKILLS

The Board of each Company believes that each of its directors has the qualifications, experience, attributes and skills (“Director Attributes”) appropriate to their continued service as directors of the Company in light of the Company’s business and structure. Each of the directors has a demonstrated record of business and/or professional accomplishment that indicates that they have the ability to critically review, evaluate and access information provided to them. Certain of these business and professional experiences are set forth in detail in the tables above under “Information Regarding Nominee and Directors.” Each of the directors has served on the Boards of both Companies for a number of years. In addition, many of the directors have served as members of the board of other public companies, non-profit entities or other organizations. They therefore have substantial boardroom experience and, in their service to both Companies, have gained substantial insight as to the operation of the Companies and have demonstrated a commitment to discharging oversight duties as directors in the interests of stockholders.

In addition to the information provided in the tables above, certain additional information regarding the directors and their Director Attributes is provided below. The information provided below, and in the tables above, is not all-inclusive. Many Director Attributes involve intangible elements, such as intelligence, integrity and work ethic, along with the ability to work with other members of the Board, to communicate effectively, to exercise judgment and to ask incisive questions, and commitment to stockholder interests. The Board of each Company annually conducts a self-assessment wherein the effectiveness of the Board and individual directors is reviewed. In conducting its annual self-assessment, each Board has determined that the directors have the appropriate attributes and experience to continue to serve effectively as directors of the Company.

Kevin S. McCarthy.    Mr. McCarthy is Chairman, President and Chief Executive Officer of both Companies. In this position, Mr. McCarthy has extensive knowledge of each Company, its operations, personnel and financial resources. Prior to joining Kayne Anderson in 2004, Mr. McCarthy was most recently global head of energy at UBS Securities LLC. In this role, he had senior responsibility for all of UBS’ energy investment banking activities, including direct responsibilities for securities underwriting and mergers and acquisitions in the MLP industry. From 1995 to 2000, Mr. McCarthy led the energy investment banking activities of Dean Witter Reynolds and then PaineWebber Incorporated. He began his investment banking career in 1984. In addition to his directorships at KYN, KYE, KMF and KED, he is also on the board of directors of Range Resources Corporation and Emerge Energy Services LP. Mr. McCarthy earned a B.A. in Economics and Geology from Amherst College in 1981 and an M.B.A. in Finance from the Wharton School at the University of Pennsylvania in 1984. Mr. McCarthy’s position of influence and responsibility at each Company and at KAFA, combined with his experience advising energy companies as an investment banker, make him a valued member of the Board of each Company.

William R. Cordes.    Mr. Cordes has worked in the natural gas industry for more than 35 years, including positions as Chief Executive Officer of Northern Border Partners, L.P. (now ONEOK Partners, L.P.) and President of Northern Natural Gas Company and Transwestern Pipeline Company. Mr. Cordes began his career with Northern Natural Gas Company in 1970, and held a number of accounting, regulatory affairs and executive positions in the natural gas retail and interstate pipeline divisions of the company. In addition to his KMF and KED directorships, Mr. Cordes currently serves on the Board of Directors of Boardwalk Pipeline Partners, LP, where he serves as a member of the Audit and Conflicts Committee. He has served on the board of Northern Border Partners, L.P., the Interstate Natural Gas Association of America and as past Chairman of the Midwest Energy Association. Mr. Cordes graduated from the University of Nebraska with a degree in Business Administration. Mr. Cordes’ extensive executive experience in the MLP sector and the energy industry, as well as his board experience as a director of several energy-related companies, allows him to provide the Board of each Company with insight into the energy industry in general and natural gas pipelines in particular.

Barry R. Pearl.    Mr. Pearl is Executive Vice President of Kealine, LLC, a private developer and operator of petroleum infrastructure facilities (and its affiliate WesPac Midstream LLC, an energy infrastructure developer), serving since February 2007. In addition to his KMF and KED directorships, Mr. Pearl is also a member of the Board of Directors of Targa Resources Partners LP, where he serves as Chairman of the Audit Committee, and of Magellan Midstream Partners, L.P., where he serves as Presiding Director and a member of the Audit Committee. Prior directorships included Peregrine Midstream Partners LLC (natural gas storage) and Seaspan Corporation (containership chartering). Mr. Pearl was elected President of Texas Eastern Products Pipeline Company, LLC in February 2001 and Chief Executive Officer and director of TEPPCO Partners, L.P. (“TEPPCO”) in May 2002, where he served until December 31, 2005. Mr. Pearl was previously Chief Operating Officer of TEPPCO from February 2001 until May 2002. Prior to joining TEPPCO, Mr. Pearl was Vice President — Finance and Administration, Treasurer, Secretary and Chief Financial Officer of Maverick Tube Corporation from June 1998. Mr. Pearl was Senior Vice President and Chief Financial Officer of Santa Fe Pacific Pipeline Partners, L.P. from 1995 until 1998, and Senior Vice President, Business Development from 1992 to 1995. Mr. Pearl is past Chairman of the Executive Committee of the Association of Oil Pipelines. Mr. Pearl graduated from Indiana University in 1970 with a Bachelor of Arts degree in Mathematics. He received a Master of Arts degree in Operations Research from Yale University in 1972 and a Master in Business Administration degree from Denver University in 1975. In addition to his extensive executive experience in the MLP sector and the energy industry, as well as his board experience as a director of several energy-related companies, Mr. Pearl brings to the Board of each Company many years of experience as the chairman of the audit committees of several public companies.

Albert L. Richey.    Mr. Richey is Senior Vice President Finance and Treasurer of Anadarko Petroleum Corporation, serving since January 2013. From January 2009 to December 2012, he served as Vice President, Special Projects. From December 2005 through December 2008 he served as Vice President, Corporate Development. Mr. Richey joined Anadarko in 1987 as Manager of Treasury Operations. He was named Treasurer later that year and was named Vice President in 1995. Mr. Richey’s background in the oil and gas industry includes The Offshore Company (a predecessor company to Transocean Ltd.), United Energy Resources and Sandefer Oil & Gas. Mr. Richey received a Bachelor of Science degree in Commerce in 1971 from the University of Virginia. In 1974, he earned a Master of Business Administration degree from the Darden Graduate School of Business at the University of Virginia. In addition to his KMF and KED directorships, he serves as a member of the Board of Directors the Boys & Girls Clubs of Houston and Boy Scouts of America. In addition to his background in the energy industry, Mr. Richey’s professional experience related to financial matters and his role as an executive in one of the largest independent domestic exploration and production companies equip him to offer further insights to the Board of each Company.

William L. Thacker.    In addition to his KMF and KED directorships, Mr. Thacker is on the board of QEP Resources, Inc., an oil and gas exploration and production company. Prior directorships included GenOn Energy, Inc. (electricity generation and sales) and Chairman of the Board of Directors of Copano Energy, L.L.C. (midstream MLP). From April 2004 until November 2006, he was also a member of the Board of Directors of Pacific Energy Management, LLC, the general partner of Pacific Energy GP, LP, which was in turn the general partner of Pacific Energy Partners, L.P. He served as Chairman of the Nominating and Governance Committee of Pacific Energy Management, LLC. Mr. Thacker joined Texas Eastern Products Pipeline Company, LLC (the general partner of TEPPCO) in September 1992 as President, Chief Operating Officer and Director. He was elected Chief Executive Officer in January 1994. In March 1997, he was named to the additional position of Chairman of the Board, which he held until his retirement in May 2002. Prior to joining Texas Eastern Products Pipeline Company, LLC, Mr. Thacker was President of Unocal Pipeline Company from 1986 until 1992. Mr. Thacker is past Chairman of the Executive Committee of the Association of Oil Pipelines and has served as a member of the Board of Directors of the American Petroleum Institute. Mr. Thacker holds a Bachelor of Mechanical Engineering degree from the Georgia Institute of Technology and a Master of Business Administration degree from Lamar University. Mr. Thacker has extensive experience in the MLP sector and the energy industry. In addition, Mr. Thacker

brings to the Board of each Company many years of experience as a board member of several publicly-traded energy companies.

James C. Baker.    Mr. Baker is Executive Vice President of both Companies, Director of KED and a Senior Managing Director of Kayne Anderson since February 2008, and Managing Director of Kayne Anderson from December 2004 and 2006, respectively, to February 2008. He was Vice President of KYN and KYE from 2005 to 2008 and of KED from 2006 to 2008, and Executive Vice President of KYN, KYE and KED since June 2008 and of KMF since August 2010. Prior to joining Kayne Anderson in 2004, Mr. Baker was a director in the energy investment banking group at UBS Securities LLC. At UBS, he focused on securities underwriting and mergers and acquisitions in the MLP industry. Prior to joining UBS in 2000, Mr. Baker was an associate in the energy investment banking group at PaineWebber Incorporated. Mr. Baker previously served on the boards of K-Sea Transportation Partners LP (shipping MLP), Petris Technology, Inc. (data management for energy companies), and ProPetro Services, Inc. (oilfield services company). Mr. Baker holds a Bachelor of Business Adminstration in Finance from the University of Texas and a Master of Business Administration from Southern Methodist University. Mr. Baker’s position of responsibility at each Company and at Kayne Anderson make him a valued member of the KED Board.

Terry A. Hart.    Mr. Hart is Chief Financial Officer and Treasurer of KYN and KYE since December 2005, of KED since June 2006, and of KMF since August 2010. He is a Managing Director for Kayne Anderson since December 2005. From 2000 to 2005, Mr. Hart served in roles of increasing responsibility at Dynegy, Inc. as Director of Structured Finance, Assistant Treasurer and Senior Vice President and Controller. He began his finance and accounting career in 1992 with Illinova Corporation, which was acquired by Dynegy, Inc. in 2000. Mr. Hart earned a Bachelor of Science in Accounting from Southern Illinois University in 1991 and a Master of Business Administration from the University of Illinois in 1999. He serves on the board of The Source for Women, a not-for-profit organization. Mr. Hart’s position of responsibility at each Company and at Kayne Anderson make him a valued member of the KED Board.

Required Vote

For KMF:

For KED:

Ÿ

Abstentions, if any, will have the same effect as votes against the elections of Messrs. McCarthy and Thacker, although they will be considered present for purposes of determining the presence of a quorum at the Annual Meeting.

For both Companies:

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF EACH COMPANY, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEES TO THE BOARD.

PROPOSAL THREE

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee and the Board of Directors of each Company, including all of the Company’s Independent Directors, have selected PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending November 30, 2015 and are submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification.

PricewaterhouseCoopers LLP has audited the financial statements of each Company since inception and has informed each Company that it has no direct or indirect material financial interest in the Company or in Kayne Anderson.

A representative of PricewaterhouseCoopers LLP will not be present at the Annual Meeting but will be available by telephone and have the opportunity to make a statement, if such representative so desires, and to respond to stockholders’ questions.

The Audit Committee of each Company normally meets two times each year with representatives of PricewaterhouseCoopers LLP to discuss the scope of their engagement, review the financial statements of the Company and the results of their examination.

INDEPENDENT ACCOUNTING FEES AND POLICIES

Audit and Related Fees

The following table sets forth the approximate amounts of the aggregate fees billed to each Company for the fiscal years ended November 30, 2014 and 2013, respectively, by PricewaterhouseCoopers LLP.

The aggregate non-audit fees billed by PricewaterhouseCoopers LLP for services rendered, for the fiscal years ended November 30, 2014 and 2013, were (i) $162,500 and $157,800, respectively, to KMF; and (ii) $187,000 and $181,400, respectively, to KED, and all of such non-audit fees related to tax services provided by PricewaterhouseCoopers LLP. The aggregate non-audit fees billed by PricewaterhouseCoopers LLP totaled $894,000 and $0 for services rendered to KAFA and any entity controlling, controlled by, or under common control with KAFA that provides ongoing services to the Companies for the fiscal years ended November 30, 2014 and 2013, respectively. Each Company’s Audit Committee has considered the provision of non-audit services that were rendered to KAFA and any entity controlling, controlled by, or under common control with KAFA that provides ongoing services to the Company that were not pre-approved by the Audit Committee and has determined that the provision of such non-audit services is compatible with maintaining PricewaterhouseCoopers LLP’s independence.

Audit Committee Pre-Approval Policies and Procedures

Before the auditor for each Company is engaged by the Company to render audit, audit-related or permissible non-audit services to the Company, either: (a) the Audit Committee shall pre-approve such engagement; or (b) such engagement shall be entered into pursuant to pre-approval policies and procedures established by the Audit Committee. Before any non-audit services may be provided by the auditor to Kayne Anderson or any entity in the investment company complex (i.e., the Company, Kayne Anderson and any entity controlled by, controlling or under common control with Kayne Anderson if such entity is an investment adviser or is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to the Company or Kayne Anderson), if the nature of the services to be provided relate directly to the Company’s operations or financial reporting, such non-audit services must be preapproved by the Audit Committee. Any pre-approval policies and procedures established by the Audit Committee must be detailed as to the particular service and not involve any delegation of the Audit Committee’s responsibilities to Kayne Anderson. The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals. The pre-approval policies and procedures shall include the requirement that the decisions of any member to whom authority is delegated under this provision shall be presented to the full Audit Committee at its next scheduled meeting. Under certain limited circumstances, pre-approvals are not required if certainde minimis thresholds are not exceeded, as such thresholds are set forth by the Audit Committee and in accordance with applicable SEC rules and regulations.

For engagements with PricewaterhouseCoopers LLP, the Audit Committee of each Company approved in advance all audit services and non-audit services, if any, that PricewaterhouseCoopers LLP provided to the Company and to Kayne Anderson (with respect to the Company’s operations and financial reporting). None of the services rendered by PricewaterhouseCoopers LLP to the Company or Kayne Anderson were pre-approved by the Audit Committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. The Audit Committee has considered and concluded that the provision of non-audit services rendered by PricewaterhouseCoopers LLP to Kayne Anderson and any entity controlling, controlled by, or under common control with Kayne Anderson that were not required to be preapproved by the Audit Committee is compatible with maintaining PricewaterhouseCoopers LLP’s independence.

JOINT AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors (the “Board”) of each of Kayne Anderson Midstream/Energy Fund, Inc. and Kayne Anderson Energy Development Company (each, a “Company”) is responsible for assisting the Board in monitoring (1) the accounting and reporting policies and procedures of the Company, (2) the quality and integrity of the Company’s financial statements, (3) the Company’s compliance with regulatory requirements, and (4) the independence and performance of the Company’s independent auditors and any internal auditors. Among other responsibilities, the Audit Committee of each Company reviews, in its oversight capacity, the Company’s annual financial statements with both management and the independent auditors, and the Audit Committee of each Company meets periodically with the independent auditors and any internal auditors to consider their evaluation of the Company’s financial and internal controls. The Audit Committee of each Company also selects, retains and evaluates and may replace the Company’s independent auditors and determines their compensation, subject to ratification of the Board, if required. The Audit Committee of each Company is currently composed of four directors. The Audit Committee of each Company operates under a written charter (the “Audit Committee Charter”) adopted and approved by the Board, a copy of which is available on the Companies’ website (www.kaynefunds.com). Each Audit Committee member is “independent” as defined by New York Stock Exchange listing standards.

The Audit Committee of each Company, in discharging its duties, has met with and held discussions with management and the Company’s independent auditors and any internal auditors. The Audit Committee of each Company has reviewed and discussed the Company’s audited financial statements with management. Management has represented to the independent auditors that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the U.S. The Audit Committee of each Company has also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 16,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The Audit Committee of each Company has received the written disclosures and the letter from the Company’s independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee of each Company concerning independence, and has discussed with the independent auditors the independent auditors’ independence. As provided in the Audit Committee Charter of each Company, it is not the Audit Committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that the Company’s financial statements are complete and accurate and presented in accordance with accounting principles generally accepted in the U.S.

Based on each Company’s Audit Committee’s review and discussions with management and the independent auditors, the representations of management and the report of the independent auditors to each Company’s Audit Committee, the Audit Committee of each Company has recommended that its Board include the audited financial statements in the Company’s Annual Report on Form N-CSR for the fiscal year ended November 30, 2014 filed with the Securities and Exchange Commission.

Submitted by the Audit Committee of each Company:

William R. Cordes

Barry R. Pearl (KMF only)

Albert L. Richey

William L. Thacker

Required Vote

With respect to each Company, the approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of the Company’s Common Stock and Preferred Stock outstanding as of the Record Date, voting together as a single class. For purposes of this proposal, each share of Common Stock, and each share of Preferred Stock is entitled to one vote.

For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF EACH COMPANY, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

INFORMATION ABOUT EXECUTIVE OFFICERS

The following table sets forth each executive officer’s name and year of birth; position(s) with each Company, term of office, and length of time served; principal occupations during the past five years; and directorships. The address for the Companies’ offices is 811 Main Street, 14^th Floor, Houston, TX 77002. All executive officers currently serve in identical offices with KYN, KYE, KMF and KED.

Name (Year Born)		Position(s) Held with the Registrant, Term of Office/ Time of Service		Principal Occupations During Past Five Years		Number of Portfolios in Fund Complex Overseen by Officer		Other Directorships Held by Officer During Past Five Years
James C. Baker (born 1972)		Director (KED) and Executive Vice President. Elected annually as an officer. Served as Executive Vice President since June 2008. 3-year term as director (until the 2016 Annual Meeting of stockholders, served since 2013).		Senior Managing Director of KACALP and KAFA since February 2008 and Managing Director of KACALP and KAFA from December 2004 and 2006, respectively, to February 2008. Vice President of KYN and KYE from 2005 to 2008 and of KED from 2006 to 2008, and Executive Vice President of KYN, KYE and KED since June 2008 and of KMF since August 2010.		4		Prior: Ÿ   K-Sea Transportation Partners LP (marine transportation MLP) Ÿ   Petris Technology, Inc. (data management for energy companies) Ÿ   ProPetro Services, Inc. (oilfield services)
Terry A. Hart (born 1969)		Director (KED), Chief Financial Officer and Treasurer. Elected annually as an officer and served since inception. 3-year term as director (until the 2017 Annual Meeting of stockholders, served since 2015).		Chief Financial Officer and Treasurer of KYN and KYE since December 2005, of KED since June 2006, and of KMF since August 2010. Director of Structured Finance, Assistant Treasurer, Senior Vice President and Controller of Dynegy, Inc. from 2000 to 2005.		4		Current: Ÿ   The Source for Women(not-for-profit organization)
Ron M. Logan, Jr. (born 1960)		Senior Vice President. Elected annually. Served since September 2012.		Senior Managing Director of KACALP and KAFA since February 2014. Managing Director KACALP and KAFA from September 2006 to February 2014. Senior Vice President of KED since September 2006. Senior Vice President of KMF since June 2012. Senior Vice President of KYN and KYE since September 2012. Independent consultant to several leading energy firms. Senior Vice President of Ferrellgas Inc. from 2003 to 2005. Vice President of Dynegy Midstream Services from 1997 to 2002.		4		Prior: Ÿ   VantaCore Partners LP (aggregates MLP)
Jody C. Meraz (born 1978)		Vice President. Elected annually. Served since June 2011.		Managing Director of KACALP and KAFA since February 2014. Senior Vice President of KACALP and KAFA from 2011 to February 2014. Vice President of KACALP from 2007 to 2011. Associate of KACALP and KAFA during 2005 and 2006. Vice President of KYN, KYE, KED and KMF since 2011.		4		None
Michael J. O’Neil (born 1983)		Chief Compliance Officer. Elected annually. Served since December 2013.		Chief Compliance Officer of KACALP and KAFA since March 2012 and of KYN, KYE, KED, KMF since December 2013 and of KA Associates, Inc. (broker-dealer) since January 2013. Compliance officer at BlackRock Inc. from January 2008 to February 2012.		4		None
David J. Shladovsky (born 1960)		Secretary. Elected annually. Served since inception.		Managing Director and General Counsel of KACALP since 1997 and of KAFA since 2006. Secretary and Chief Compliance Officer (through December 2013) of KYN since 2004, of KYE since 2005, of KED since 2006 and of KMF since 2010.		4		None

COMPENSATION DISCUSSION AND ANALYSIS

Pursuant to an investment management agreement between each Company and KAFA (the Companies’ external manager), KAFA is responsible for supervising the investments and reinvestments of each Company’s assets. KAFA, at its own expense, maintains staff and employs personnel as it determines is necessary to perform its obligations under the investment management agreement. Each Company pays various management fees to KAFAhold a valid meeting. Under our bylaws, for the advisory and other services performed by KAFA under the investment management agreement.

The executive officers who manage each Company’s regular business are employees of KAFA or its affiliates. Accordingly, neither Company pays salaries, bonuses or other compensation to its executive officers. Neither Company has employment agreements with its executive officers. Neither Company provides pension or retirement benefits, perquisites, or other personal benefits to its executive officers. Neither Company maintains compensation plans under which its equity securities are authorized for issuance. Neither Company has arrangements to make payments to its executive officers upon their termination or in the event of a change in control of the Company.

The investment management agreement for each Company does not require KAFA to dedicate specific personnel to fulfilling its obligation to the Company under the investment management agreement, or require KAFA personnel to dedicate a specific amount of time to the management of the Company. In their capacities as executive officers or employees of KAFA or its affiliates, they devote such portion of their time to the Company’s affairs as required for the performance of KAFA’s duties under the investment management agreement.

The executive officers for both Companies are compensated by KAFA. The Companies understand that KAFA takes into account the performance of each Company as a factor in determining the compensation of certain of its senior managers, and such compensation may be increased depending on the Company’s performance. In addition to compensation for services performed for each Company, certain of the executive officers receive compensation for services performed for KAFA’s various investment funds. However, KAFA cannot segregate and identify that portion of the compensation awarded to, earned by or paid to each Company’s executive officers that relates exclusively to their services to each Company.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following tables set forth the number of shares of each Company’s Common Stock and Preferred Stock (as of March 31, 2015) beneficially owned by each Company’s current directors and executive officers as a group, and certain other beneficial owners, according to information furnished to each Company by such persons. Based on statements publicly filed with the SEC and other information obtained from such persons, as of March 31, 2015, one person beneficially owned more than 5% of KMF’s outstanding Common Stock and two persons beneficially owned more than 5% of KED’s outstanding Common Stock. As of March 31, 2015, KMF is aware of four persons who beneficially own more than 5% of its outstanding Preferred Stock. As of April 10, 2015, KED is aware of one person who beneficially owns more than 5% of its outstanding Preferred Stock. Beneficial ownership is determined in accordance with Rule 13d-3 under the 1934 Act and, unless indicated otherwise, includes voting or investment power with respect to the securities.

Preferred Stock

The following table sets forth the dollar range of each Company’s equity securities and the aggregate dollar range of equity securities in all of the closed-end funds overseen by each director in the same Fund Complex beneficially owned by the directors of each Company as of March 31, 2015 (beneficial ownership being determined in accordance withRule 16a-1(a)(2) of the 1934 Act):

For each Company as of March 31, 2015, the Independent Directors of both Companies and their respective immediate family members did not own beneficially or of record any class of securities of Kayne Anderson or any person directly or indirectly controlling, controlled by, or under common control with Kayne Anderson. As of March 31, 2015, the Independent Directors of both Companies did not own beneficially or of record any class of securities of the underwriters of the offerings of either Company’s Common Stock or Preferred Stock or any class of securities of any person directly or indirectly controlling, controlled by, or under common control with such underwriters.

As of March 31, 2015, certain officers and certain employees of Kayne Anderson, including all the executive officers of each Company, own, in the aggregate, approximately $5.5 million of KMF’s Common Stock and approximately $5.4 million of KED’s Common Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

For each Company, Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require the Company’s directors and executive officers, investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of the Company’s equity securities to file Section 16(a) forms with the SEC and NYSE reporting their affiliation with the Company, their ownership and changes in their ownership of the Company’s shares. Those persons and entities are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of those Section 16(a) forms furnished to it, each Company believes that its directors and executive officers, KAFA, affiliated persons of KAFA, and any persons holding more than 10% of the Company’s Preferred Stock have complied with all applicable Section 16(a) filing requirements during the last fiscal year. To the knowledge of each Company’s management, no person owned beneficially more than 10% of the KMF’s Common Stock and one person owned beneficially more than 10% of KED’s Common Stock during the fiscal year ended November 30, 2014.

CORPORATE GOVERNANCE

Board Leadership Structure

Each Company’s business and affairs are managed under the direction of its Board, including the duties performed for the Company pursuant to its investment management agreement. Among other things, the Board of each Company sets broad policies for the Company, approves the appointment of the Company’s investment adviser, administrator and officers, and approves the engagement, and reviews the performance of the Company’s independent registered public accounting firm. The role of the Board of each Company and of any individual director is one of oversight and not of management of theday-to-day affairs of the Company.

The Board of KMF currently consists of five directors, four of whom are Independent Directors. The Board of KED currently consists of seven directors, four of whom are Independent Directors. As part of each regular Board meeting for each Company, the Independent Directors meet separately from Kayne Anderson and, as part of at least one Board meeting each year, with the Company’s Chief Compliance Officer. The Board of each Company reviews its leadership structure periodically as part of its annual self-assessment process and believes that its structure is appropriate to enable the Board to exercise its oversight of the Company.

Under each Company’s Amended and Restated Bylaws, the Board of each Company may designate a Chairman to preside over meetings of the Board and meetings of stockholders, and to perform such other duties as may be assigned to him or her by the Board. Neither Company has an established policy as to whether the Chairman of the Board shall be an Independent Director and believes that having the flexibility to designate its Chairman and reorganize its leadership structure from time to time is in the best interests of the Company and its stockholders.

Presently, Mr. McCarthy serves as Chairman of the Board of each Company. Mr. McCarthy is an “interested person” of each Company, as defined in the 1940 Act, by virtue of his employment relationship with Kayne Anderson. Each Company believes that Mr. McCarthy’s history with the Company, familiarity with the Kayne Anderson investment platform and extensive experience in the field of energy-related investments qualifies him to serve as the Chairman of the Board. Each Board has determined that the composition of the Audit and Nominating Committees being Independent Directors only is an appropriate means to address any potential conflicts of interest that may arise from the Chairman’s status as an interested person of the Company. Each Board believes that its Board leadership structure — having the Chief Executive Officer serve as Chairman of the Board and Audit and Nominating Committees comprised solely of Independent Directors — is the optimal structure for the Company at this time. Because the Chief Executive Officer has the most extensive knowledge of the various aspects of each Company’s business and is directly involved in managing both theday-to-day operations and long-term strategy of each Company, each Board has determined that Mr. McCarthy is the most qualified individual to lead the Board and serve in the key position as Chairman. Each Board has also concluded that this structure allows for efficient and effective communication with the Board.

Currently, neither Company’s Board has a designated lead Independent Director. Instead, all of the Independent Directors play an active role serving on the Board. The Independent Directors constitute a majority of each Company’s Board and are closely involved in all material deliberations related to the Company. The Board of each Company believes that, with these practices, each Independent Director has an equal stake in the Board’s actions and oversight role and equal accountability to the Company and its stockholders.

Board Role in Risk Oversight

Each Company’s Board oversees the services provided by Kayne Anderson, including certain risk management functions. Risk management is a broad concept comprised of many disparate elements (such as, for example, investment risk, issuer and counterparty risk, compliance risk, operational risk and business continuity risk). Consequently, Board oversight of different types of risks is handled in different ways, and the Board of each Company implements its risk oversight function both as a whole and through Board committees. In the course of providing oversight, each Board and its committees receive reports on the Company’s activities, including those related to the Company’s investment portfolio and its financial accounting and reporting. Each Board also meets at least quarterly with the Company’s Chief Compliance Officer, who reports on the compliance of the Company with the federal securities laws and the Company’s internal compliance policies and procedures. The meetings of the Audit Committee of each Company with the Company’s independent registered public accounting firm also contribute to Board oversight of certain internal control risks. In addition, each Board meets periodically with representatives of the Company and Kayne Anderson to receive reports regarding the management of the Company, including those related to certain investment and operational risks, and the Independent Directors of each Company are encouraged to communicate directly with senior management.

Each Company believes that Board roles in risk oversight must be evaluated on acase-by-case basis and that the Board’s existing role in risk oversight is appropriate. Management believes that each Company has robust internal processes in place and a strong internal control environment to identify and manage risks. However, not all risks that may affect a Company can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond any control of the Company or Kayne Anderson, its affiliates or other service providers.

Diversity in Nominees for Director

The Nominating Committee of each Company evaluates candidates’ qualifications for Board membership. The Nominating Committee of each Company takes into account the diversity of a particular candidate and the overall diversity of the Board when considering and evaluating candidates for Director. While the Nominating Committee of each Company has not adopted a particular definition of diversity or a particular policy with regard to the consideration of diversity in identifying candidates, when considering a candidate’s and the Board’s diversity, the Nominating Committee generally considers the manner in which each candidate’s leadership, independence, interpersonal skills, financial acumen, integrity and professional ethics, educational and professional background, prior director or executive experience, industry knowledge, business judgment and specific experiences or expertise would compliment or benefit the Board and, as a whole, contribute to the ability of the Board to oversee the Company. The Nominating Committee of each Company may also consider other factors or attributes as it may determine appropriate in its judgment. The Nominating Committee of each Company believes that the significance of each candidate’s background, experience, qualifications, attributes or skills must be considered in the context of the Board as a whole. As a result, the Nominating Committee of each Company has not established any litmus test or quota relating to diversity that must be satisfied before an individual may serve as a director. Each Board believes that Board effectiveness is best evaluated at a group level, through its annual self-assessment process. Through this process, each Board considers whether the Board as a whole has an appropriate level of sophistication, skill and business acumen and the appropriate range of experience and background.

Communications Between Stockholders and the Board of Directors

Stockholders of either Company may send communications to the Company’s Board. Communications should be addressed to the Secretary of each Company at 811 Main Street, 14^th Floor, Houston, TX 77002. The Secretary of each Company will forward any communications received directly to that Company’s Board.

Code of Ethics and Policies Regarding Transactions with Related Parties

Each Company has adopted a code of ethics, as required by federal securities laws, which applies to, among others, its directors and officers. Text-only versions of the code of ethics of each Company are available on the EDGAR Database on the SEC’s internet web site at www.sec.gov. In addition, copies of the code of ethics of each Company may be obtained from the Company free of charge at(877) 657-3863.

The Companies have each adopted policies with respect to affiliated and related party transactions to the extent required by the 1940 Act and related regulatory guidance.

OTHER MATTERS

Each Company’s Board knows of no other matters that are intended to be brought before the meeting. If other matters are properly presented at the Annual Meeting, the proxies named in the enclosed form of proxy will vote on those matters in their sole discretion.

MORE INFORMATION ABOUT THE MEETING

Outstanding Stock

At the Record Date, each Company had the following numbers of shares of stock issued and outstanding:

To the knowledge of the Companies’ management:

How Proxies Will Be Voted

For each Company, all proxies solicited by the Board of Directors that are properly executed and received at or prior to the Annual Meeting, and that are not revoked, will be voted at the Annual Meeting. Votes will be cast in accordance with the instructions marked on the enclosed proxy card. If no instructions are specified, the persons named as proxies will cast such votes in accordance with each Board’s recommendations. The Companies know of no other matters to be presented at the Annual Meeting.

However, if other proposals are properly presented at the Annual Meeting, the votes entitled to be cast by the persons named as proxies on the enclosed proxy card will cast such votes in their sole discretion.

How to Vote

If your shares in either Company are held in “Street Name” by a broker or bank, you will receive information regarding how to instruct your bank or broker to cast your votes. If you are a stockholder of record of either Company, you may authorize the persons named as proxies on the enclosed proxy card to cast the votes you are entitled to cast at the meeting by completing, signing, dating and returning the enclosed proxy card. For either Company, stockholders of record or their duly authorized proxies may vote in person at the Annual Meeting. However, even if you plan to attend the Annual Meeting, you should still return your proxy card, which will ensure that your vote is cast should your plans change.

Expenses and Solicitation of Proxies

For each Company, the expenses of preparing, printing and mailing the enclosed proxy card, the accompanying notice and this proxy statement, tabulation expenses and all other costs in connection with the solicitation of proxies will be borne by the Company. Each Company may also reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the Company’s shares. In order to obtain the necessary quorum at the meeting, additional solicitation may be made by mail, telephone, telegraph, facsimile or personal interview by each Company’s representatives, Kayne Anderson, the Company’s transfer agent, or by brokers or their representatives or by a solicitation firm that may be engaged by the Company to assist in proxy solicitations. If a proxy solicitor is retained by either Company, the costs associated with all proxy solicitation are expected to be approximately $5,000 for each Company. The Company will not pay any of its representatives or Kayne Anderson any additional compensation for their efforts to supplement proxy solicitation.

Dissenters’ or Appraisal Rights

Stockholders of either Company do not have dissenters’ or appraisal rights.

Revoking a Proxy

At any time before it has been voted, you may revoke your proxy for either Company by: (1) sending a letter revoking your proxy to the Secretary of the Company at 811 Main Street, 14^th Floor, Houston, TX 77002; (2) properly executing and sending a later-dated proxy to the Secretary of the Company at the same address; or (3) attending the Annual Meeting, requesting return of any previously delivered proxy, and voting in person.

Broker Non-Votes

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are generally matters that may substantially affect the rights or privileges of stockholders. The ratification of the selection of the independent registered public accounting firm is generally considered to be “routine,” and brokers generally have discretionary voting power with respect to such proposal.

Quorum and Adjournment

For each Company, the presence, in person or by proxy, of holders of shares entitled to cast a majority of the votes entitled to be cast (without regard to class) constitutes a quorum for the purposes of the Annual Meeting.

Abstentions and broker non-votesnon–votes (where a broker or nominee does not exercise discretionary authority to vote on a matter and has not received instructions from the beneficial owner), if any, will be counted for purposes of determining whether a quorum is present at the Annual Meeting. For eachSee Introduction: “Voting of Proxies”; “How Proxies Will Be Voted” and “Abstentions and Broker Non-Votes.”

A “majority of the outstanding voting securities” of the Company, as defined in the Investment Company Act, means the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Company present or represented by proxy at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy at the Meeting or (ii) more than 50% of the outstanding voting securities of the Company.

If there are not sufficient votes for a quorum, or if a quorum is not present but sufficient votes in person or by proxy at the Annual Meeting, the chairmanfavor of the AnnualKMF Proposal or the KED Proposal are not received, by the time scheduled for the Meeting, subject to approval of Proposal 3, the Chairman of the Meeting may adjourn the meetingMeeting or, with respect to the proposal which does not have sufficient votes, adjourn the portion of the Meeting to permit further solicitation of proxies, to a date not more than 120 days after the original Record Date without notice other than announcement at the Annual Meeting.

A majority of the votes cast, either in person or by proxy, at the Meeting is required to approve any adjournment(s) of the Meeting under Proposal 3, even if the number of votes cast is fewer than the number required for a quorum. Abstentions and broker non-votes will be disregarded in determining whether a majority of the votes cast have approved the proposal to authorize adjournments.

Under Maryland law, the only matters that may be acted on at a special meeting of stockholders are those stated in the Notice of Special Meeting. Accordingly, other than procedural matters relating to the proposals, no other business may properly come before the Meeting. Should any procedural matter requiring a vote of stockholders arise, it is the intention of the persons named in the proxy to vote in accordance with their discretion on such procedural matters.

INVESTMENT ADVISERVoting of Proxies; How Proxies Will Be Voted

Whether you are a KMF or KED stockholder of record or hold your shares in “street name” through a broker, bank, trustee or other nominee, you may vote your shares or authorize a proxy to vote your shares in one of the following ways:

At the Meeting — If you are a stockholder of record of a Company, you may vote in person by attending the Meeting and submitting a ballot. If your shares of KMF or KED Common Stock or Preferred Stock are held in “street name” through a broker, bank, trustee or other nominee, you may vote in person at the Meeting only if you first obtain a legal proxy from the broker, bank, trustee or other nominee that holds your shares giving you the right to vote the shares. Under a legal proxy, the broker, bank, trustee or other nominee confers all of its legal rights as a record holder to grant proxies or to vote at the Meeting.

You will need proof of ownership of KMF or KED Common Stock and/or Preferred Stock, as well as a form of personal photo identification, to enter the Meeting. In addition, if your shares are held in street name, you must also present your legal proxy from your broker, bank, trustee or other nominee to be admitted to the Meeting. Even if you plan to attend the Meeting, we recommend that you also authorize a proxy to vote your shares by mail, telephone or the internet as described below so that your vote will be counted if you later decide not to attend the Meeting.

By Internet — KMF or KED stockholders may submit proxies over the internet. Instructions for doing so are provided along with your proxy card or voting instruction form. If you authorize a proxy to vote your shares on the internet, please do not mail in your proxy card. Subject to rules relating to broker non-votes, your internet authorization will authorize the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

By Telephone — KMF or KED stockholders may authorize a proxy by telephone. Instructions for doing so are provided along with your proxy card or voting instruction form. If you authorize a proxy to vote your shares by telephone, please do not mail in your proxy card. Subject to rules relating to broker non-votes, your telephone authorization will authorize the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

By Mail — KMF or KED stockholders may sign and date the proxy card or voting instruction form received with this Proxy Statement and mail it in the enclosed prepaid and addressed envelope. If you mark your choices on the card or voting instruction form, your shares will be voted as you instruct.

All shares represented by properly executed proxies received in time for the Meeting will be voted at the Meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” the approval of the New KMF Agreement or “FOR” the approval of the New KED Agreement, as applicable, and “FOR” authorization of any adjournments.

If you do not return your broker’s, bank’s, trustee’s or other nominee’s voting form, provide voting instructions via the internet or telephone through your broker, bank, trustee or other nominee, if possible, or attend the Meeting and vote in person with a proxy from your broker or nominee, it will have the same effect as if you voted “AGAINST” the adoption of the New KMF Agreement or “AGAINST” the adoption of the New KED Agreements, as applicable.

Revocability of Proxies

KA Fund Advisors, LLC isIf you have sent a proxy directly to KMF or KED, you may revoke your proxy and change your vote irrespective of the investment adviser for each Company. Its principal office is locatedmethod (i.e., internet, telephone or mail) by which you originally authorized a proxy to vote your shares by delivering a later-dated proxy or by voting at the Meeting. The later-dated proxy may be delivered by internet, telephone or mail and need not be delivered by the same means used in delivering the to-be-revoked proxy. You may do this at a later date or time by:

If you are a registered stockholder, you may obtain a new proxy card by contacting the KMF and KED Corporate Secretary at 811 Main Street, 14^th Floor, Houston, TX 77002.Texas 77002, telephone (877) 657-3863.

If your shares are held by a broker, bank, trustee or other nominee, you may obtain a new voting instruction form by contacting your broker, bank, trustee or other nominee. If you sign and date the proxy card or the voting instruction form and submit it in accordance with the accompanying instructions and in a timely manner, any earlier proxy card or voting instruction form will be revoked and your choices on the proxy card or voting instruction form will be voted as you instruct.

Attendance at the Meeting will not in itself constitute the revocation of a proxy. A stockholder may revoke a proxy by filing a written notice of revocation with the Secretary of the applicable Company before or at the Meeting.

Abstentions and Broker Non-Votes

Stockholders that abstain from voting on a particular matter and shares held in “street name” by brokers or nominees who indicate on their proxies that they have not received voting instructions from the beneficial owner and do not have discretionary authority to vote such shares as to a particular matter, a brokernon-vote, will not be counted as votes in favor of such matter. For purposes of determining the presence of a quorum, abstentions will be counted as shares present and broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a matter and has not received voting instructions from the beneficial owner), if any, will also be counted as shares present. Abstentions and broker non-votes will have the same effect as votes “AGAINST” the adoption of the New KMF Agreement or the New KED Agreement. Abstentions and broker non-votes will be disregarded for purposes of determining whether Proposal 3 on adjournments has been approved.

Expenses and Solicitation of Proxies

For each Company, the expenses of preparing, printing and mailing the enclosed proxy card, the accompanying notice and this Proxy Statement, tabulation expenses and all other costs in connection with the solicitation of proxies will be borne by Kayne Anderson and Ares. Kayne Anderson and Ares may also reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the Companies’ shares. In order to obtain the necessary quorum at the Meeting, additional solicitation may be made by mail, telephone, telegraph, facsimile or personal interview by each Company’s representatives, Kayne Anderson, each Company’s transfer agent, or by brokers or their representatives or by a solicitation firm that may be engaged by one or more of the Companies to assist it or them in proxy solicitations. The Companies have retained AST Fund Solutions to be the proxy solicitor for the solicitation of proxies. The costs associated with all proxy solicitation firms are expected to be approximately $66,000 for KMF and $39,000 for KED. The Companies will not pay any of their representatives or Kayne Anderson any additional compensation for their efforts to solicit proxies. If the Transaction is consummated, Ares will bear the expenses related to obtaining stockholder approval from the respective Companies related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses, in each case, subject to the terms of the Merger Agreement. If the Transaction is not consummated, Kayne Anderson and Ares, and/or their affiliates will each bear 50% of these costs, subject to the terms of the Merger Agreement.

Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on October 16, 2015. This Proxy Statement, each of the Companies’ most recent annual reports and their most recent semi-annual reports succeeding such annual report, if any, are available on our website athttp://www.kaynefunds.com/kmf/sec-filings for KMF andhttp://www.kaynefunds.com/ked/sec-filings for KED. The Companies each will furnish, without charge, a copy of these documents to any stockholder upon request. Stockholders may obtain copies by contacting the Companies at 811 Main Street, 14^th Floor, Houston, Texas 77002 or by calling (877) 657-3863.

PROPOSALS:

APPROVAL OF A NEW INVESTMENT MANAGEMENT AGREEMENT WITH THE

ADVISER FOR EACH COMPANY

Stockholders of KMF are being asked to approve the New KMF Agreement with the Adviser. Stockholders of KED are being asked to approve the New KED Agreement with the Adviser (together, the New KMF Agreement and the New KED Agreement, are referred to as the “New Agreements”).

The Adviser currently serves as the investment adviser to each Company under a separate investment management agreement with such Company (together, the “Current Agreements”). Each proposed New Agreement has substantially identical terms as the corresponding Current Agreement, except for the commencement and renewal dates.

The Adviser and its parent company, KACALP, together with certain owners and affiliates thereof, have entered into a business combination and merger agreement (the “Merger Agreement”) with Ares. The resulting business combination (the “Transaction”) would result in a change of ownership of the Adviser because it would become a subsidiary of Ares Management L.P. (“Ares Management”). That change of ownership is an assignment of the Current Agreements under the Investment Company Act and would cause automatic termination of those Agreements.

Subject to obtaining approval of the applicable New Agreement for each Company, the Adviser would continue to act as the investment adviser to each Company, with no break in the continuity of its investment advisory services to the Company. If approved, the New Agreements would take effect on the consummation of the change of control of the Adviser, as described below.

The Change of Control

The Adviser’s majority owner and parent company is KACALP. Officers of the Adviser own a minority interest in the Adviser. KACALP is controlled by its general partner, Kayne Anderson Investment Management, Inc., a Nevada corporation controlled by Richard Kayne. KACALP, the Adviser and certain of their owners and affiliates recently signed the Merger Agreement that would result in both KACALP and the Adviser becoming subsidiaries of Ares Management. The existing owners of the Adviser and KACALP will receive 94,736,842 partnership interests (the “Ares Operating Group Units”) in each of five subsidiaries of Ares Management and $750 million of cash consideration, in each case, subject to certain potential adjustments as set forth in the Merger Agreement. Ares may elect to deliver to such existing owners additional Ares Operating Group Units, as valued in the Merger Agreement, in lieu of up to $250 million in cash consideration. Assuming a full exchange of 94,736,842 Ares Operating Group Units (or 107,894,736 Ares Operating Group Units if Ares exercise its option in full to deliver additional Ares Operating Group Units in lieu of cash) for common units of Ares Management (“Common Units”) and the exchange of all other outstanding Ares Operating Group Units for Common Units, the Ares Operating Group Units will represent approximately 31% (or 34% if Ares exercise such option in full) of the outstanding Common Units as of July 23, 2015.

Ares Management is a global alternative asset manager with approximately $88 billion of assets under management as of June 30, 2015 and approximately 800 employees in over 15 offices across the United States, Europe and Asia. Ares Management offers its investors a range of investment strategies and seeks to deliver attractive performance to an investor base that includes over 600 direct institutional relationships and a significant retail investor base across its publicly traded and sub-advised funds. Since its inception in 1997, it has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns through market cycles. Ares Management believes each of its four distinct but complementary investment groups in Tradable Credit, Direct Lending, Private Equity and Real Estate is a market leader

based on assets under management and investment performance. Common Units representing limited partner interests in Ares Management are traded on the NYSE under the symbol “ARES.” Ares Management’s Common Units began trading on the NYSE on May 2, 2014.

Subject to the approval of the New Agreement for KMF and KED, the Adviser would continue to act as investment adviser to each Company. The Transaction is expected to close on or around January 1, 2016, subject to various customary closing conditions.

The Current Agreements

The Current KMF Agreement

With respect to KMF, the Current Agreement was originally approved by the stockholders of KMF on, and is dated, October 19, 2010. It became effective on November 23, 2010 (the “Current KMF Agreement”), the date on which the Company’s Registration Statement on Form N-2 became effective. Pursuant to the Current KMF Agreement, the Company pays a management fee, computed and paid monthly at an annual rate of 1.25% of its average monthly total assets. On September 29, 2014, the Company renewed its agreement with the Adviser for a period of one year ending October 19, 2015, though the Current KMF Agreement will automatically terminate in the event of its deemed assignment under the Investment Company Act resulting from the closing of the Transaction.

Under the Current KMF Agreement, the Adviser acts as the investment manager to the Company and supervises investments of the Company in accordance with the investment objectives, programs and restrictions of the Company as provided in the Company’s governing and disclosure documents or otherwise, and subject to such other limitations as the Board may impose from time to time in writing to the Manager. More specifically, the Adviser: (i) furnishes the Company with advice and recommendations with respect to the investment of the Company’s assets and the purchase and sale of portfolio securities for the Company; (ii) furnishes the Company with reports, statements and other data on securities, economic conditions and other pertinent subjects that the Board may reasonably request; (iii) manages the investments of the Company, subject to the ultimate supervision and direction of the Board; (iv) provides persons satisfactory to the Board to act as officers and employees of the Company; and (v) renders to the Board such periodic and special reports with respect to the Company’s investment activities as the Board may reasonably request. In addition, the Adviser devotes significant resources to ensure that the Company has adequate access to capital by maintaining relationships with banks and other institutional investors, as well as the ratings agencies, and by responsibly managing the Company’s leverage. The Adviser also provides all other services that are necessary for the administration of the Company’s business and affairs, or supervises third-party providers of such services. For example, the Adviser places orders for the purchase and sale of securities either directly with the issuer or with a broker or dealer selected by the Adviser, provides internal accounting, legal and compliance services and supervises the Company’s third-party custodian, transfer agent, accounting firms and law firms.

The Current KMF Agreement provides that the Adviser shall not be liable for any loss sustained by reason of the purchase, holding or sale of any security, except loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Adviser of its obligations and duties.

With respect to the operation of the Company, the Adviser is responsible for the compensation of any of the Company’s directors, officers, and employees who are affiliates of the Adviser (but not the compensation of employees performing services in connection with expenses which are the Company’s responsibility) and providing office space and equipment reasonably necessary for the operation of the Company. The Company is responsible for payment of all of its expenses including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and

other property of the Company, including all fees and expenses of its custodian, stockholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its net asset value and of maintaining its books of account required under the Investment Company Act; exchange listing fees; taxes, if any; expenditures in connection with meetings of the Company’s stockholders and Board that are properly payable by the Company; salaries and expenses of officers and fees and expenses of directors or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser; expenses of the Adviser or of the Company’s directors, officers, and employees, including those who are affiliates of the Adviser, reasonably incurred in connection with arranging, structuring or administering proposed and existing investments for the Company, which may be allocated to the Company on an equitable basis; insurance premiums on property or personnel of the Company which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Company or other communications for distribution to existing stockholders; legal auditing and accounting fees; expenses associated with borrowing or leverage by the Company; marketing, advertising and public/investor relations expenses; trade association dues; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing stockholder accounts, including all charges for transfer, stockholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Company, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses. To the extent the Adviser incurs any costs by assuming expenses that are an obligation of the Company as set forth herein, the Company shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear those expenses. To the extent the services for which the Company is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Company to the extent of the Adviser’s actual costs for providing such services.

Management Fees and Other Expenses Under the Current KMF Agreement

Under the Current KMF Agreement, the Company pays the Adviser a monthly fee for providing investment advisory services. The following fees were paid to the Adviser for the fiscal year ended November 30, 2014. There were no applicable expense limitations or contractual fee waivers. Also shown are the contractual fee rates from the Current KMF Agreement.

Comparison of the Current KMF Agreement to the New KMF Agreement

The New KMF Agreement is substantially identical to the Current KMF Agreement as described above in all material respects, except for the commencement and renewal dates. The initial term of the New KMF Agreement would extend for two years from its effective date, after which it would continue from year to year subject to the same approval process as described above for the Current Agreement. A copy of the New KMF Agreement is attached to this Proxy Statement asAppendix B-1. The Board, together with the requisite number of independent directors (the “Independent Directors”), voted in person on July 8, 2015 to approve the New KMF Agreement. The Board is recommending to stockholders of the Company that they approve the New KMF Agreement.

This discussion of the New KMF Agreement is qualified in its entirety by reference toAppendix B-1.

The Current KED Agreement

With respect to KED, the Current Agreement, was originally dated and approved by the stockholders of KED on September 20, 2006 (the “Current KED Agreement”). Pursuant to the Current KED Agreement, KED pays a management fee, computed and paid quarterly in arrears after the end of each quarter at an annual rate of 1.75% of its average total assets. Effective December 1, 2014, KED amended its fee waiver agreement with the Adviser, which provides for a fee waiver that could reduce the management fee by up to 0.50% (resulting in an annual fee of 1.25%) based on the percentage of KED’s portfolio that is not publicly traded. If KED’s public investments exceed 25% of its total investments, then for every 1% by which those public investments exceed 25% of KED’s total investments, the management fee would be reduced by 0.0067%. The maximum waiver of 0.50% will apply if KED holds 100% public investments. Amounts waived under the fee waiver agreement are not subject to recoupment by the Adviser. On September 30, 2014, KED renewed the Current KED Agreement for a one-year term through October 2, 2015, and renewed its fee waiver with the Adviser for a term from December 1, 2014 through October 2, 2015. On January 15, 2015, KED extended the Current KED Agreement and the fee waiver agreement from October 3, 2015 until November 30, 2015, though the Current KED Agreement will automatically terminate in the event of its deemed assignment under the Investment Company Act resulting from the closing of the Transaction.

Under the Current KED Agreement, the Adviser acts as the investment manager to the Company and supervises investments of the Company in accordance with the investment objectives, programs and restrictions of the Company as provided in the Company’s governing and disclosure documents or otherwise, and subject to such other limitations as the Board may impose from time to time in writing to the Adviser. More specifically, the Adviser: (i) furnishes the Company with advice and recommendations with respect to the investment and reinvestment of the Company’s assets and the purchase and sale of portfolio securities for the Company, including the taking of such other steps as may be necessary to implement such advice and recommendations, and determine the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the Company’s investments (including performing due diligence on the Company’s prospective portfolio companies); (iii) furnishes the Company with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board may reasonably request; (iv) closes and monitors the performance of, and manages the investments of the Company, subject to the ultimate supervision and direction of the Board; (v) provides persons satisfactory to the Board to act as officers and employees of the Company (such officers and employees, as well as certain directors, may be directors, officers, partners, or employees of the Adviser or its affiliates); (vi) recommends to the Board the fair value of the Company’s investments that are not publicly traded debt or equity securities based on the Company’s valuation guidelines; (vii) votes proxies and responds to requests for other corporate actions in accordance with the proxy voting and corporate action policy and procedures adopted by the Adviser; and (viii) renders to the Board such periodic and special reports and such other investment advice, research and related services with respect to the Company’s investment activities as the Board may reasonably request for the investment of the Company’s assets. In addition, the Adviser devotes significant resources to ensure that the Company has adequate access to capital by maintaining relationships with banks and other institutional investors, as well as the ratings agencies, and by responsibly managing the Company’s leverage. The Adviser also provides all other services that are necessary for the administration of the Company’s business and affairs, or supervises third-party providers of such services. For example, the Adviser places orders for the purchase and sale of securities either directly with the issuer or with a broker or dealer selected by the Adviser, provides internal accounting, legal and compliance services and supervises the Company’s third-party custodian, transfer agent, accounting firms and law firms.

The Current KED Agreement provides that the Adviser shall not be liable for any loss sustained by reason of the purchase, holding or sale of any security, except loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Adviser of its obligations and duties.

With respect to the operation of the Company, the Adviser is responsible for the compensation of any of the Company’s directors, officers, and employees who are affiliates of the Adviser (but not the compensation of employees performing services in connection with expenses which are the Company’s responsibility) and providing office space and equipment reasonably necessary for the operation of the Company. The Company is responsible for payment of all of its expenses including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; the acquisition and disposition of its investments, including all out-of-pocket costs and fees incident to the identification, selection, and investigation of prospective portfolio companies, including associated due diligence expenses such as travel expenses; brokerage and commission expenses and other transaction costs incident to the acquisition and disposition of investments; expenses incurred by the Adviser or the Company payable to third parties and ongoing evaluation services (including agents or consultants, related to, or associated with, providing administrative oversight of its financial and legal affairs and its investments, performing due diligence on its prospective portfolio companies, and evaluating and making investments); leverage expenses; expenses of repurchasing its securities; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Company, including all fees and expenses of its transfer agent, custodian, stockholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its net asset value (including the cost and expenses of any independent valuation firm) and of maintaining its books of account required under the Investment Company Act; exchange listing fees; taxes (including income taxes, transfer taxes and filing fees), if any; expenditures in connection with meetings of the Company’s stockholders and Board that are properly payable by the Company, including proxy solicitations for meetings and attendance expenses for directors; compensation, salaries and expenses of officers and fees and expenses of directors or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser; expenses (including out-of-pocket expenses) of the Adviser and its personnel or of the Company’s directors, officers, and employees, including those who are affiliates of the Adviser, reasonably incurred in connection with arranging, structuring, monitoring or administering proposed and existing investments and portfolio transactions for the Company, which may be allocated to the Company on an equitable basis; insurance premiums on property or personnel of the Company which inure to its benefit, including directors and officers errors and omissions liability and fidelity bond insurance; the cost of preparing, printing, filing and distributing reports, proxy statements, prospectuses and statements of additional information of the Company or other communications or other documents for distribution to existing stockholders or filing with the SEC; expenses associated with borrowing or leverage by the Company; marketing, advertising and public/investor relations expenses; legal, auditing and accounting fees (including litigation fees); trade association dues and trade organization fees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws, including its initial and subsequent offerings of its common stock or other securities; all expenses of maintaining and servicing stockholder accounts, including all charges for transfer, stockholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Company, if any; all expenses incurred in connection with providing significant managerial assistance to the Company’s portfolio companies; and all other charges and costs of its operation and all other expenses incurred by the Company, the Adviser (other than the Adviser’s normal overhead expenses) or the Company’s administrator in connection with administering its business plus any extraordinary and non-recurring expenses. To the extent the Adviser incurs any costs by assuming expenses that are an obligation of the Company as set forth herein, the Company shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear those expenses. To the extent the services for which the Company is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Company to the extent of the Adviser’s actual costs for providing such services.

Management Fees and Other Expenses Under the Current KED Agreement

Under the Current KED Agreement, the Company pays the Adviser a quarterly fee for providing investment advisory services. The following fees were paid to the Adviser for the fiscal year ended November 30, 2014. Also shown is the contractual fee rate from the Current KED Agreement.

Comparison of the Current KED Agreement and the New KED Agreement

The New KED Agreement is substantially identical to the Current KED Agreement as described above in all material respects, except for the commencement and renewal dates. The initial term of the New KED Agreement would extend for two years from its effective date, after which it would continue from year to year subject to the same approval process as described above for the Current Agreement. A copy of the New KED Agreement is attached to this Proxy Statement asAppendix B-2. The Board, together with the requisite number of Independent Directors, voted in person on July 8, 2015 to approve the New KED Agreement. The Board is recommending to stockholders of the Company that they approve the New KED Agreement. If the New KED Agreement is approved by the stockholders of KED, the Board and the Adviser have agreed to extend the contractual fee waiver for the same two-year term as the New Agreement.

This discussion of the New KED Agreement is qualified in its entirety by reference toAppendix B-2.

Board Actions, Considerations, and Recommendations

At an in-person meeting of each Board held on July 8, 2015 (the “Board Meeting”), the KED Board and the KMF Board, including the Independent Directors, separately considered the approval of each New Agreement with the applicable Company. In determining to approve the New Agreements, each Board considered that it had most recently approved the continuation of the Current Agreements, the terms of which are substantially identical to the New Agreements, for an additional year at a meeting in September 2014.

During the course of each year and in connection with their consideration of the renewal of the Current Agreements, the Boards received various materials from the Adviser, including (i) information on the advisory personnel of the Adviser; (ii) information on the internal compliance procedures of the Adviser; (iii) comparative information showing how the respective Company’s fees and expenses compare to other registered investment companies that follow investment strategies similar to those of the Company; (iv) information regarding brokerage and portfolio transactions; (vi) comparative information showing how each Company’s performance compares to other registered investment companies that follow investment strategies similar to those of each Company; and (vii) information on any material legal proceedings or regulatory audits or investigations affecting the Companies or the Adviser.

Executives of the Adviser discussed preliminary information about the proposed Transaction with the Independent Directors during an executive session at a quarterly board meeting held on June 24, 2015. Thereafter, and before the Board Meeting, the Adviser provided materials to the KMF and KED Boards for their separate evaluation of each New Agreement in response to information requested by the Independent Directors, who were advised by independent legal counsel with respect to these and other relevant matters. The Independent Directors also met separately on July 7, 2015 (before the full Board Meeting) with their independent legal counsel to consider and discuss the information provided. Representatives from the

Adviser and Ares presented information to the Independent Directors and answered questions at a meeting on July 7, 2015. As a result of the meetings, the Independent Directors unanimously recommended approval of each New Agreement. Representatives from the Adviser attended the Board Meeting and presented additional oral and written information to the Boards to assist in their considerations.

Discussed below are certain of the factors considered by the KMF and KED Boards in approving the New Agreements. This discussion is not intended to be all-inclusive. The respective Boards, including the Independent Directors, reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings and in various discussions with senior management of the Adviser relating specifically to the Transaction and the New Agreements. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.

Taking all of the information and deliberations into account, the Independent Directors reviewed various factors presented to them, the detailed information provided by the Adviser at the meeting and at other times throughout the year, and other relevant information and the following factors, none of which was dispositive in their decision whether to approve the Agreement:

The nature, extent, and quality of the services to be provided by the Adviser

The respective Boards, including the Independent Directors, considered the scope and quality of services that have been provided by the Adviser under the Current Agreements. The respective Boards, including the Independent Directors, considered the quality of the investment research capabilities of the Adviser and the other resources the Adviser has dedicated to performing services for the Companies, including the high caliber of portfolio managers and research analysts involved, the large and experienced team of investment, accounting, legal, trading and compliance professionals at the Adviser dedicated to the Companies, and the continued addition of professionals at the Adviser to broaden its coverage efforts. The respective Boards, including the Independent Directors, also considered the quality of other services, including the Adviser’s assistance in the coordination of the activities of some of each Company’s other service providers, the provision of certain administrative, compliance, reporting and financial services by the Adviser, the use of call options and the responsible handling of the leverage target. The respective Boards, including the Independent Directors, took note of the Adviser’s excellent track records in identifying and executing on key investment themes and in sourcing and negotiating private investments for the appropriate Company as well as the Companies’ best-in-class access to investments and capital markets due in part to the Adviser’s credibility with institutional investors. The respective Boards, including the Independent Directors, also considered the nature and quality of the services provided by the Adviser to the Companies in light of their experience as Directors of the Companies, their confidence in the Adviser’s integrity and competence gained from that experience and the Adviser’s responsiveness to questions, concerns or requests for information raised or made by them in the past. The respective Boards, including the Independent Directors, noted the high quality of services provided by the Adviser during periods when the market faces significant turmoil, including various current market challenges, as well as the Adviser’s efforts to maximize returns and its leadership position in the markets in which it invests. The respective Boards, including the Independent Directors, discussed the scope of responsibilities of, and resources expected to be available to, the key investment management and other personnel of the Adviser after the Transaction closes. Based on information provided by the Adviser and Ares, the Independent Directors concluded that the Adviser has the quality and depth of personnel and investment methods essential to performing its duties under the Agreement, and should be able to sustain that quality and depth after the Transaction closes, and that the nature and the proposed cost of such advisory services would be fair and reasonable in light of the services expected to be provided.

Each Company’s performance under the management of the Adviser

The Independent Directors reviewed information pertaining to the performance of the Companies. This data compared each Company’s performance to the performance of certain other registered investment companies that follow investment strategies similar to those of the Company as well as its benchmark. The comparative information showed that the performance of each Company is satisfactory on an overall basis compared to other similar closed-end funds for various periods despite certain periods of lower relative performance against applicable peer groups. Based upon their review and consideration of applicable securities price indices, the Independent Directors concluded that each Company’s investment performance over time has been satisfactory compared to other closed-end funds that focus on investments in energy-related master limited partnerships (“MLPs”) and other energy companies, as applicable, and that each Company has generated strong returns for investors. The Independent Directors also reviewed information comparing the performance of the Companies with alternative fund structures following similar strategies, including exchange-traded funds and open-end funds, and concluded that the comparative information showed that the performance of each Company compares favorably for many periods to alternative MLP and comparable energy company fund structures. The Independent Directors noted that in addition to the information received for the Board Meeting, the Independent Directors also receive detailed performance information for the Companies at each regular meeting of the Board of Directors during the year. The Independent Directors considered the investment performance of two other closed-end investment companies managed by the Adviser, but noted that they are not directly comparable. The Independent Directors did not consider the performance of other accounts of the Adviser because there were no accounts similar enough to be relevant for performance purposes.

The reasonability of the management fee and fall-out benefits

The Independent Directors considered each Company’s management fee under the applicable New Agreement in comparison to the management fees of funds within the Company’s peer group. The Independent Directors also compared the fee structure under each New Agreement with that of various private funds and separately managed accounts (the “Other Accounts”) advised by the Adviser or its affiliates and concluded that the fee rate under each Current Agreement is lower than many of the Other Accounts because the Adviser charges a performance fee for many of the Other Accounts. The Independent Directors also considered the greater risks and burdens associated with managing the Companies. The Adviser’s successful handling of past market downturns and related leverage challenges, the administrative burden resulting from each Company’s tax complexities, each Company’s lower level of operating expenses (other than management fees), each Company’s participation in private investments, particularly “PIPE” transactions, the Adviser’s long standing relationships with management teams in the energy space, and the Adviser’s successful pricing and timing strategies related to the capital raising for each Company were also noted by the Independent Directors as relevant considerations in evaluating the reasonableness of the proposed management fee rates. The Independent Directors also discussed and are comfortable with the different contractual fee rates for KMF and KED given differences in strategies and investments, and related differences in difficulties and complexities. The Board of Directors also believes the differences in contractual fees are reasonable because of the contractual fee waiver that applies to KED based on portfolio holdings. Based on those comparisons, the Independent Directors concluded that the proposed management fees for each Company remain reasonable.

The extent to which economies of scale would be realized as the Company grows and whether fee levels reflect these economies of scale for the benefit of stockholders

The Independent Directors considered economies of scale that are being enjoyed by stockholders of the Companies. In this regard, they noted the extent to which operating expenses declined over the past several years and noted that the Adviser added professionals to its already robust and high-quality team, both of

which represented a sharing of those economies of scale. The Independent Directors also considered further possible economies of scale that the Adviser could achieve in its management of the Companies. They considered the information provided by the Adviser relating to each Company’s operating expenses and information comparing the fee rate charged by the Adviser with fee rates charged by other unaffiliated investment advisers to their investment company clients. The Independent Directors also considered the Adviser’s commitment to retaining its current professional staff in a competitive environment for investment and compliance professionals. The Independent Directors concluded that the fee structure for each Company is reasonable in view of the information provided by the Adviser. The Independent Directors then noted that they would continue to monitor and review further growth of the Companies in order to remain comfortable with the fee structure after any applicable future economies of scale.

The Independent Directors considered that the Adviser does not anticipate that there will be any material adverse change in the services provided to either Company or personnel who are engaged in the portfolio management activities for a Company as a result of the Transaction. In addition, the consensus of the Independent Directors, based on the information presented to them, was that there would be no “unfair burden” on either Company as a result of the Transaction within the meaning of Section 15(f) of the Investment Company Act. In particular, the Independent Directors considered that there would not be an increase in the contractual advisory fee applicable to either Company (nor a reduction in any fee waiver), or additional compensation paid by that Company to the Adviser or its affiliates, as a result of the Transaction. The Independent Directors considered that the terms of each New Agreement are substantially identical in all material respects to those of the corresponding Current Agreement.

The Independent Directors of each Company believe the approval of the applicable New Agreements would be in the best interests of each Company and of the stockholders of each Company. Approval of the New Agreements would allow the management of each Company to continue uninterrupted after the consummation of the Transaction. In addition, the Independent Directors believe that there may be the following potential additional benefits associated with the Transaction:

The Independent Directors of the Companies also noted that there were no adverse effects expected for the Companies or their stockholders as a result of the Transactions or approval of the New Agreements. The terms of the New Agreements would be substantially identical to the Current Agreements (other than the commencement and renewal dates), and any applicable existing advisory fee waivers would remain in place for the initial two-year term of the New Agreements.

On the basis of these and other factors, each Board concluded that it would be in the best interests of each Company to continue to be advised by the Adviser, and voted unanimously, including the unanimous vote of the Independent Directors present at the Board Meeting, to approve the applicable New Agreement, including the management fees proposed in each New Agreement, in respect of each Company for a two-year period commencing immediately following the stockholder approval of the New Agreement and the consummation of the Transaction, and to recommend to stockholders of each Company that they approve each applicable New Agreement as well.

Section 15(f)

The Board has been informed that Ares and the Adviser have each agreed to take certain actions to comply with Section 15(f) of the Investment Company Act, as set forth in the Merger Agreement. Section 15(f) provides a non-exclusive “safe harbor” for an investment adviser or any affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the directors of each Company must not be “interested persons” of the Adviser as defined in the Investment Company Act. Accordingly, upon consummation of the Transaction, James C. Baker and Terry A. Hart are expected to resign from the Board of Directors of KED. Mr. Baker will continue to serve as a Senior Managing Director of the Adviser and as Executive Vice President of each Company. Mr. Hart will continue to serve as the Chief Financial Officer of each Company. Second, an “unfair burden” must not be imposed on either Company as a result of the Transaction or any express or implied terms, conditions, or understandings applicable to the Company. The term “unfair burden” is defined in Section 15(f) to include any arrangement during the two-year period after the Transaction whereby an investment adviser or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees forbona fideinvestment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the investment company (other thanbona fide ordinary compensation as principal underwriter for such investment company). Each Board has been advised that the Adviser, after due inquiry, does not believe that there will be, and is not aware of, any express or implied term, condition, arrangement, or understanding that would impose an “unfair burden” on either Company as a result of the change of control of the Adviser.

Vote Required and Recommendation

The affirmative vote of a majority of each Company’s outstanding voting securities (as defined in the Investment Company Act) is required to approve the applicable New Agreement with respect to such Company. The Investment Company Act defines a vote of a majority of a fund’s outstanding voting securities as the lesser of (i) 67% or more of the voting securities represented at the Meeting if more than 50% of the outstanding voting securities are so represented or (ii) more than 50% of the outstanding voting securities. If approved by stockholders, each New Agreement will take effect on the consummation of the Transaction. If the applicable New Agreement is not approved with respect to a Company, the applicable Current Agreement would automatically terminate on the consummation of the Transaction without a replacement agreement to take effect. In that event, the Board of Directors would consider various alternatives, such as again seeking stockholder approval of the applicable New Agreement or of a different agreement, allowing the Adviser to manage the affected Company at cost for a temporary period, hiring a transition manager or

new manager, seeking stockholder approval of a reorganization or liquidating such Company. Alternatively, Ares may determine not to proceed with consummation of the Transaction if the New Agreements are not approved.

THE BOARD OF DIRECTORS OF KMF, INCLUDING THE INDEPENDENT DIRECTORS, BELIEVES THAT THE PROPOSAL TO APPROVE THE NEW KMF AGREEMENT IS IN THE BEST INTERESTS OF KMF AND ITS STOCKHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

THE BOARD OF DIRECTORS OF KED, INCLUDING THE INDEPENDENT DIRECTORS, BELIEVES THAT THE PROPOSAL TO APPROVE THE NEW KED AGREEMENT IS IN THE BEST INTERESTS OF KED AND ITS STOCKHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

PROPOSAL:

AUTHORIZATION OF ANY ADJOURNMENTS TO SOLICIT ADDITIONAL PROXIES

The purpose of this proposal is to authorize the holder of proxies solicited under this Proxy Statement to vote the shares represented by the proxies in favor of the adjournment of the Meeting from time to time in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve the proposals for the New KMF Agreement or the New KED Agreement.

One or more adjournments may be made without notice other than an announcement at the Meeting to a date not more than 120 days after the original Record Date.

Any adjournment of the Meeting for the purpose of soliciting additional proxies will allow the applicable Company’s stockholders who have already sent in their proxies to revoke them at any time before their use at the Meeting, as adjourned.

If this Proposal is approved and a quorum is not present at the Meeting with respect to a Company, it is expected that the holder of proxies will vote to authorize the Chairman of the Meeting to adjourn the Meeting of the applicable Company to solicit additional proxies. Even if a quorum is present at the Meeting, but there are insufficient votes to approve the New KMF Agreement or the New KED Agreement, it is also expected that the holder of proxies will vote to authorize the Chairman of the Meeting to adjourn the Meeting of the applicable Company to solicit additional proxies for approval of the applicable New Agreement.

A majority of the votes cast, either in person or by proxy, at the Meeting is required to approve any adjournment(s) of the Meeting under Proposal 3, even if the number of votes cast is fewer than the number required for a quorum. Abstentions and broker non-votes will be disregarded in determining whether a majority of the votes cast have approved the proposal to authorize adjournments.

THE BOARD OF DIRECTORS OF KMF, INCLUDING THE INDEPENDENT DIRECTORS, BELIEVES THAT THE PROPOSAL TO AUTHORIZE ADJOURNMENTS IS IN THE BEST INTERESTS OF KMF AND ITS STOCKHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

THE BOARD OF DIRECTORS OF KED, INCLUDING THE INDEPENDENT DIRECTORS, BELIEVES THAT THE PROPOSAL TO AUTHORIZE ADJOURNMENTS IS IN THE BEST INTERESTS OF KED AND ITS STOCKHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

Other Matters to Come Before the Meeting

Under Maryland law, the only matters that may be acted on at a special meeting of stockholders are those stated in the Notice of Special Meeting. Accordingly, other than procedural matters relating to the proposals, no other business may properly come before the Meeting. Should any procedural matter requiring a vote of stockholders arise, it is the intention of the persons named in the proxy to vote in accordance with their discretion on such procedural matters.

Expenses

The Adviser and Ares will bear all costs and expenses associated with the Transaction, including the costs of holding the Meeting, the costs of this proxy solicitation and the incremental costs of mailing the Proxy Statement to stockholders of record as of the close of business on the record date. If the Transaction is consummated, Ares will bear the expenses related to obtaining stockholder approval from the respective Companies related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses, in each case, subject to the terms of the Merger Agreement. If the Transaction is not consummated, Kayne Anderson and Ares, and/or their affiliates will each bear 50% of these costs, subject to the terms of the Merger Agreement. In either case, the Companies will not bear any of these costs.

Solicitation of Proxies

Solicitation will be primarily by mail and electronic communication, but officers of the respective Companies or regular employees of the Adviser may also solicit without compensation by telephone, electronic communication, or personal contact. Kayne Anderson has also retained to assist in the solicitation process.

Adviser

The Adviser, KA Fund Advisers, LLC, with its principal offices at 811 Main Street, 14^th Floor, Houston, Texas 77002, acts as the investment adviser to the Companies, responsible for implementing and administering their investment strategy. The Adviser is a subsidiary of Kayne Anderson Capital Advisors, L.P., its managing member (“KACALP”). The Adviser and KACALP are both SEC-registered investment advisers. KACALP has one general partner, Kayne Anderson Investment Management, Inc., a Nevada corporation controlled by Richard A. Kayne through majority ownership of its holding company, and a number of individual limited partners.

As of March 31, 2015, Kayne Anderson and its affiliates had assets under management of approximately $26 billion, including approximately $21 billion in energy companies. Assets under management figures represent the sum of the net asset value of managed funds and accounts, the drawn and undrawn debt (at the fund level including amounts subject to restrictions), issued and outstanding senior securities and any net income tax liabilities and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). Kayne Anderson has invested in MLPs and other midstream energy companies since 1998. In addition to the Companies, the Adviser manages two other publicly traded investment companies that invest in energy companies: Kayne Anderson MLP Investment Company (NYSE: KYN) and Kayne Anderson Energy Total Return Fund, Inc. (NYSE: KYE). KYN’s contractual management fee with the Adviser provides for a management fee, computed and paid quarterly at an annual rate of 1.375% of its average quarterly total assets less a fee waiver. The fee waiver agreement provides for a management fee of 1.375% on average total assets between $4.5 billion and $9.5 billion, a fee of $1.125% on average total assets between $9.5 billion and $14.5 billion, and a fee of 1.125% on average total assets between $9.5 billion and $14.5 billion, and a fee of 1% on average total assets in excess of $14.5 billion.

KYN’s total assets as of June 30, 2015 were $6,062 million. KYE’s contractual management fee with the Adviser provides for a management fee at an annual rate of 1.25% of its average monthly total assets. KYE’s total assets as of June 30, 2015 were $1,278 million.

The following table provides the name and principal occupation of each executive officer of the Adviser. The business address of each executive officer of the Adviser is c/o Kayne Anderson, 811 Main Street 14^th Floor, Houston, Texas 77002.

Directors and Officers of KMF and KED

The table below lists the current Directors and executive officers of each Company.

Interested Persons of KMF and KED

Mr. McCarthy, a Director of both KMF and KED, is deemed to be an “interested person” of those Companies as defined in the Investment Company Act. Messrs. Baker and Hart, Directors of KED, each is deemed to be an “interested person” of KED. Their status as interested persons results from their current executive officer and ownership interest in the Adviser, and their management roles with the Adviser. Mr. McCarthy’s ownership interest with respect to the Kayne Anderson organization is less than 15% and Messrs. Baker’s and Hart’s ownership interest is together less than 3% of the Kayne Anderson organization. Accordingly, each of them may be considered to have an interest with respect to the Proposals because the Adviser’s advisory services to the Company would continue if the New Agreements are approved and because of his receipt of a portion of the consideration in the Transaction corresponding to his ownership interest in the Kayne Anderson organization. Each of Messrs. McCarthy, Baker and Hart would also enter into an employment arrangement with an affiliate of Ares after the closing of the Transaction. Other than in connection with the Transactions as described above with respect to Messrs. McCarthy, Baker and Hart, the Adviser and the Companies are not aware that any Directors have or had a material direct or indirect interest in any material transactions since the beginning of the most recently completed fiscal year, or in any material proposed transactions, in each case, to which the Adviser, Ares or their parents or subsidiaries was or is to be a party.

Control Persons and Principal Holders of Securities

Outstanding Stock

At the Record Date, each Company had the following numbers of shares of stock issued and outstanding:

To the knowledge of each Company’s management, as of the Record Date, no current Director of the Company owned 1% or more of the outstanding shares of the Company, and the officers and Directors of the Company owned, as a group, less than 1% of the outstanding shares of the Company.

A stockholder who beneficially owns, directly or indirectly, more than 25% of a Company’s voting securities may be deemed a “control person” (as defined in the Investment Company Act) of the Company. To the knowledge of each Company, as of June 30, 2015, the persons onAppendix C-1 andC-2 owned beneficially more than 5% of the outstanding Common Stock and Preferred Stock of each Company.

ADMINISTRATOR

Ultimus Fund Solutions, LLC (the “Administrator”) provides certain administrative services for each Company, including but not limited to preparing and maintaining books, records, and tax and financial reports, and monitoring compliance with regulatory requirements. The Administrator is located at 225 Pictoria Drive, Suite 450, Cincinnati, OHOhio 45246.

INDEPENDENT AUDITOR

PricewaterhouseCoopers LLP, located at 601 Figueroa, Los Angeles, California 90071, serves as the Company’s independent auditor.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g.(e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, for each Company, a number of brokers with account holders who are the Company’s stockholders will be “householding” its proxy materials. These brokers will deliver a single copy of the proxy statementProxy Statement and other proxy materials to multiple stockholders sharing an address unless the brokers have received contrary instructions from the affected stockholders. If you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of proxy materials and annual report, please notify your broker. Stockholders of each Company sharing an address who currently receive multiple copies of proxy materials and annual report of either Company at the same addresses and would like to request “householding” of their communications should contact their brokers.

STOCKHOLDER PROPOSALS

The Amended and Restated Bylaws currently in effect for each Company provide that in order for a stockholder to nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such meeting, which nomination or proposal is not to be included in the Company’s proxy statement, written notice containing the information required by the current Bylaws must be delivered to the Secretary of the Company at 811 Main Street, 14^th Floor, Houston, TXTexas 77002, not later than 5:00 p.m., Central Time, on the 120th120^th day, and not earlier than the 150th150^th day, prior to the first anniversary of the date the proxy statement is released to the stockholders for purposes of KMF, and of mailing of the noticenotices for purposes of KED, for the preceding year’s annual meeting;provided, however that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, (and in the case of the first annual meeting of stockholders), notice by the stockholder to be timely must be so delivered not earlier than the 150th150^th day prior to the date of such annual meeting and not later than 5:00 p.m., Central Time, on the later of the 120th120^th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.

The 2015 combined annual meeting of stockholders was held on June 25, 2015 and the date of mailing of the notice and the release of the proxy statement for that annual meeting was May 21, 2015. Accordingly, unless the 2016 annual meeting is advanced or delayed by more than 30 days from the first anniversary of the 2015 annual meeting, a stockholder nomination or proposal for either Company intended to be considered at the 2016 Annual Meetingannual meeting must be received by the Secretary of the Company on or after December 23, 2015 and prior to 5:00 p.m., Central Time, on January 22, 2016. However,In addition, under the rules of the SEC, if a stockholder wishes to submit a proposal for possible inclusion in the 2016 proxy statement pursuant to Rule 14a-8(e)14a–8(e) of the 1934 Act, the Company must receive it not less than 120 calendar days before the anniversary of the date the proxy statement was released to stockholders for the previous year’s annual meeting. Accordingly, a stockholder’s proposal under Rule 14a-8(e)14a–8(e) must be received by the Company on or before January 22, 2016 in order to be included in the proxy statement and proxy card for the 2016 Annual Meeting.annual meeting. All nominations and proposals must be in writing.

By Order of the Board of Directors

APPENDIX A

PROXY

KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.A-1 (KMF)

PROXY SOLICITED BY THE BOARD OF DIRECTORSMATERIALS

		KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. (KMF)