N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22467

Kayne Anderson Midstream/Energy Fund, Inc.

(Exact name of registrant as specified in charter)

811 Main Street, 14^th Floor

Houston, Texas 77002

(Address of principal executive offices) (Zip code)

David Shladovsky, Esq.

KA Fund Advisors, LLC

811 Main Street, 14^th Floor

Houston, Texas 77002

(Name and address of agent for service)

Registrant’s telephone number, including area code: (713) 493-2020

Date of fiscal year end: November 30, 2017

Date of reporting period: February 28, 2017

TABLE OF CONTENTS

Item 1. Schedule of Investments.

KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2017

(amounts in 000’s, except number of option contracts)

(UNAUDITED)

Description	No. of Shares/Units		Value
Long-Term Investments — 139.6%
Equity Investments(1) — 120.5%
United States — 114.1%
Midstream Company(2) — 57.5%
Capital Product Partners L.P. — Class B Units(3)(4)(5)(6)		606	$	4,430
Dynagas LNG Partners LP(5)		832		13,585
EnLink Midstream, LLC(5)		107		2,051
GasLog Partners LP(5)		740		17,605
Golar LNG Partners LP(5)		752		16,939
Höegh LNG Partners LP(5)		641		12,377
Kinder Morgan, Inc.		268		5,713
KNOT Offshore Partners LP(5)		802		17,677
ONEOK, Inc.(7)(8)(9)		807		43,636
SemGroup Corporation		194		6,827
Tallgrass Energy GP, LP(5)		494		14,046
Targa Resources Corp.(7)		552		31,178
The Williams Companies, Inc.		1,084		30,706
VTTI Energy Partners LP(5)		471		8,625
				225,395
Midstream MLP(2)(10) — 53.2%
Arc Logistics Partners LP		372		5,576
Buckeye Partners, L.P.		107		7,350
Crestwood Equity Partners LP		147		3,805
DCP Midstream, LP		300		11,770
Dominion Midstream Partners, LP		32		986
Enbridge Energy Management, L.L.C.(11)(12)		1,805		31,402
Energy Transfer Partners, L.P.(13)		423		15,977
EnLink Midstream Partners, LP		286		5,345
Enterprise Products Partners L.P.(14)		313		8,781
EQT Midstream Partners, LP		34		2,680
Global Partners LP		240		4,742
Magellan Midstream Partners, L.P.		24		1,829
MPLX LP		308		11,452
NGL Energy Partners LP		140		3,117
Noble Midstream Partners LP		35		1,716
NuStar Energy L.P.		32		1,687
ONEOK Partners, L.P.(8)(9)		120		6,275
PBF Logistics LP		128		2,656
Phillips 66 Partners LP		39		2,148
Plains GP Holdings, L.P.(8)(12)		667		21,909
Plains GP Holdings, L.P. — Plains AAP, L.P.(3)(8)(12)(15)		690		22,666
Spectra Energy Partners, LP		59		2,630
Summit Midstream Partners, LP		93		2,221
Sunoco Logistics Partners L.P.(13)		363		9,190
TC PipeLines, LP		36		2,210
Tesoro Logistics LP		124		6,971
USA Compression Partners, LP		100		1,777
Western Gas Partners, LP(7)		113		7,053
Williams Partners L.P.		59		2,394
				208,315

KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2017

(amounts in 000’s, except number of option contracts)

(UNAUDITED)

Description						No. of Shares/Units		Value
Other Energy Company — 3.4%
Anadarko Petroleum Corporation — 7.50% Tangible Equity Units(16)							145	$	6,347
Macquarie Infrastructure Corporation							88		6,794
									13,141
Total United States (Cost — $391,760)									446,851
Canada — 6.4%
Midstream Company(2) — 6.4%
Enbridge Inc.							477		19,971
TransCanada Corporation							111		5,082
Total Canada (Cost — $20,179)									25,053
Total Equity Investments (Cost — $411,939)									471,904
	Interest Rate			Maturity Date		Principal Amount		Value
Debt Instruments — 19.1%
United States — 15.4%
Upstream — 13.8%
California Resources Corporation(3)(8)		8.000	%		12/15/22	$	12,925		11,099
Chief Oil & Gas LLC(3)		(17)			8/8/21		11,078		10,912
Eclipse Resources Corporation		8.875			7/15/23		13,000		13,488
Gavilan Resources, LLC(3)		(18)			3/1/24		3,250		3,250
Great Western Petroleum, LLC(3)		9.000			9/30/21		2,000		2,120
Jonah Energy LLC(3)		(19)			5/12/21		8,423		8,233
Jones Energy Holdings, LLC		9.250			3/15/23		5,000		5,125
Pardus Oil & Gas, LLC(3)(4)		(20)			5/31/22		52		35
									54,262
Midstream Company(2) — 1.6%
Teekay Offshore Partners L.P.(5)		6.000			7/30/19		6,712		6,075
Total United States (Cost — $56,447)									60,337
Canada — 3.7%
Upstream — 3.7%
Athabasca Oil Corporation (3)		9.875			2/24/22		5,000		4,975
Jupiter Resources Inc.(3)		8.500			10/1/22		11,250		9,731
Total Canada (Cost — $13,859)									14,706
Total Debt Investments (Cost — $70,306)									75,043
Total Long-Term Investments (Cost — $482,245)									546,947
	Strike Price			Expiration Date		No. of Contracts		Value
Liabilities
Call Option Contracts Written(21)
Midstream Company
ONEOK, Inc.	$	55.00			3/17/17		350		(37	)
ONEOK, Inc.		57.50			3/17/17		350		(16	)
Targa Resources Corp.		62.50			3/17/17		400		(4	)
									(57	)

KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2017

(amounts in 000’s, except number of option contracts)

(UNAUDITED)

Description	Strike Price			Expiration Date		No. of Contracts		Value
Midstream MLP
Western Gas Partners, LP		$	70.00		3/17/17		200		$	(4	)
Total Call Option Contracts Written (Premiums Received — $118)										(61	)
Debt										(120,000	)
Mandatory Redeemable Preferred Stock at Liquidation Value										(35,000	)
Other Liabilities in Excess of Other Assets										(147	)
Net Assets Applicable to Common Stockholders									$	391,739

  (1) Unless otherwise noted, equity investments are common units/common shares.

  (2) Securities are categorized as “Midstream” if they (i) derive at least 50% of their revenues or operating income from operating Midstream Assets or (ii) have Midstream Assets that represent the majority of their assets.

  (3) The Fund’s ability to sell this security is subject to certain legal or contractual restrictions. As of February 28, 2017, the aggregate value of restricted securities held by the Fund was $77,451 (14.0% of total assets).

  (4) Fair valued security.

  (5) This company is structured like an MLP, but is not treated as a publicly-traded partnership for regulated investment company (“RIC”) qualification purposes.

  (6) Class B Units are convertible on a one-for-one basis into common units of Capital Product Partners L.P. (“CPLP”) and are senior to the common units in terms of liquidation preference and priority of distributions (liquidation preference of $9.00 per unit). The Class B Units pay quarterly cash distributions and are convertible at any time at the option of the holder. The Class B Units paid a distribution of $0.21375 per unit for the first quarter.

  (7) Security or a portion thereof is segregated as collateral on option contracts written.

  (8) The Fund believes that it is an affiliate of Plains AAP, L.P. (“PAGP-AAP”) and Plains GP Holdings, L.P. (“PAGP”). The Fund does not believe that it is an affiliate of ONEOK Partners, L.P. (“OKS”), ONEOK, Inc. (“OKE”) or California Resources Corporation.

  (9) On February 1, 2017, OKE and OKS announced an agreement under which OKE will acquire all common units of OKS in a stock-for-unit transaction.

(10) Unless otherwise noted, securities are treated as a publicly-traded partnership for RIC qualification purposes. To qualify as a RIC for tax purposes, the Fund may directly invest up to 25% of its total assets in equity and debt securities of entities treated as publicly-traded partnerships. The Fund had 24.0% of its total assets invested in publicly-traded partnerships at February 28, 2017. It is the Fund’s intention to be treated as a RIC for tax purposes.

(11) Dividends are paid-in-kind.

(12) Security is not treated as a publicly-traded partnership for RIC qualification purposes.

(13) On April 26, 2017, Energy Transfer Partners, L.P. and Sunoco Logistics Partners L.P. voted to approve the previously announced unit-for-unit merger. The merger is expected to close on April 28, 2017.

(14) In lieu of cash distributions, the Fund has elected to receive distributions in additional units through the partnership’s dividend reinvestment program.

(15) The Fund’s ownership of PAGP-AAP is exchangeable on a one-for-one basis into either PAGP shares or Plains All American Pipeline, L.P. (“PAA”) units at the Fund’s option. The Fund values its PAGP-AAP investment on an “as exchanged” basis based

KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2017

(amounts in 000’s, except number of option contracts)

(UNAUDITED)

on the higher public market value of either PAGP or PAA. As of February 28, 2017, the Fund’s PAGP-AAP investment is valued at PAGP’s closing price.

(16) Security is comprised of a prepaid equity purchase contract and a senior amortizing note. Unless settled earlier, each prepaid equity purchase contract will settle on June 7, 2018 for between 0.7159 and 0.8591 Western Gas Equity Partners, LP (“WGP”) common units (subject to Anadarko Petroleum Corporation’s (“APC”) right to deliver APC common stock in lieu of WGP common units). The Fund receives a quarterly payment of 7.50% per annum on the $50 per unit stated amount of the security.

(17) Floating rate second lien secured term loan. Security pays interest at a rate of LIBOR + 650 basis points with a 1.00% LIBOR floor (7.75% as of February 28, 2017).

(18) Floating rate second lien secured term loan. Security pays interest at a rate of LIBOR + 600 basis points with a 1.00% LIBOR floor (7.00% as of February 28, 2017).

(19) Floating rate second lien secured term loan. Security pays interest at a rate of LIBOR + 650 basis points with a 1.00% LIBOR floor (7.50% as of February 28, 2017).

(20) Interest is paid in kind at a fixed rate per annum equal to 5.00%.

(21) Security is non-income producing.

From time to time, the Fund’s ability to sell certain of its investments is subject to certain legal or contractual restrictions. For instance, private investments that are not registered under the Securities Act of 1933, as amended (the “Securities Act”), cannot be offered for public sale in a non-exempt transaction without first being registered. In other cases, certain of the Fund’s investments have restrictions such as lock-up agreements that preclude the Fund from offering these securities for public sale.

At February 28, 2017, the Fund held the following restricted investments:

Investment	Acquisition Date	Type of Restriction	Number of Units, Principal ($) (in 000s)		Cost Basis (GAAP)		Fair Value		Fair Value Per Unit		Percent of Net Assets			Percent of Total Assets
Level 2 Investments
Equity Investments
Plains GP Holdings, L.P. — Plains AAP, L.P.(1)	(2)	(3)		690	$	5,026	$	22,666	$	32.87		5.8	%		4.1	%
Senior Notes and Secured Term Loans(4)
Athabasca Oil Corporation	2/9/17	(5)	$	5,000		4,775		4,975		n/a		1.3			0.9
California Resources Corporation	(2)	(5)		12,925		8,937		11,099		n/a		2.8			2.0
Chief Oil & Gas LLC	(2)	(6)		11,078		10,707		10,912		n/a		2.8			2.0
Gavilan Resources, LLC	2/24/17	(6)		3,250		3,218		3,250		n/a		0.8			0.6
Great Western Petroleum, LLC	11/1/16	(6)		2,000		2,038		2,120		n/a		0.5			0.4
Jonah Energy LLC	(2)	(6)		8,423		7,988		8,233		n/a		2.1			1.5
Jupiter Resources, Inc.	(2)	(6)		11,250		9,083		9,731		n/a		2.5			1.7
Total					$	51,772	$	72,986				18.6	%		13.2	%
Level 3 Investments(7)
Equity Investments
Capital Product Partners L.P.
Class B Units	(2)	(5)		606	$	3,534	$	4,430	$	7.31		1.2	%		0.8	%
Senior Notes
Pardus Oil & Gas, LLC	5/13/16	(6)		52		28		35		n/a		—			—
Total					$	3,562	$	4,465				1.2	%		0.8	%
Total of all restricted investments					$	55,334	$	77,451				19.8	%		14.0	%

(1) The Fund values its investment in Plains AAP, L.P. (“PAGP-AAP”) on an “as exchanged” basis based on the higher public market value of either Plains GP Holdings, L.P. (“PAGP”) or Plains All American, L.P. (“PAA”). As of February 28, 2017, the Fund’s PAGP-AAP investment is valued at PAGP’s closing price.

(2) Security was acquired at various dates during the three months ended February 28, 2017 and/or in prior fiscal years.

(3) The Fund’s investment in PAGP-AAP is exchangeable on a one-for-one basis into either PAGP shares or PAA units at the Fund’s option. Upon exchange, the PAGP shares or PAA units will be freely tradable.

(4) These securities have a fair market value determined by the mean of the bid and ask prices provided by an agent or a syndicate bank, a principal market maker, an independent pricing service or an independent broker. These securities have limited trading volume and are not listed on a national exchange.

(5) Unregistered or restricted security of a publicly-traded company.

(6) Unregistered security of a private company.

(7) Securities are valued using inputs reflecting the Fund’s own assumptions.

At February 28, 2017, the cost basis of investments for federal income tax purposes was $499,830. At February 28, 2017, gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

Gross unrealized appreciation	$	85,258
Gross unrealized depreciation		(38,142	)
Net unrealized appreciation	$	47,116

The cost basis for federal income tax purposes is estimated based on information available from the Fund’s portfolio companies. In some cases, this information is very limited. Accordingly, the actual cost basis may prove higher or lower than the estimated cost basis included above.

As required by the Fair Value Measurement and Disclosures of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 820”), the Fund has performed an analysis of all assets and liabilities measured at fair value to determine the significance and character of all inputs to their fair value determination.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

• Level 1 — Valuations based on quoted unadjusted prices for identical instruments in active markets traded on a national exchange to which the Fund has access at the date of measurement.

• Level 2 — Valuations based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

• Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information.

The following table presents the Fund’s assets and liabilities measured at fair value on a recurring basis at February 28, 2017, and the Fund presents these assets and liabilities by security type and description on its Schedule of Investments. Note that the valuation levels below are not necessarily an indication of the risk or liquidity associated with the underlying investment.

	Total			Quoted Prices in Active Markets (Level 1)			Prices with Other Observable Inputs (Level 2)				Unobservable Inputs (Level 3)
Assets at Fair Value
Equity investments		$	471,904		$	444,808		$	22,666	(1)		$	4,430
Debt investments			75,043			—			75,008				35
Total assets at fair value		$	546,947		$	444,808		$	97,674			$	4,465
Liabilities at Fair Value
Call option contracts written		$	61		$	—		$	61			$	—

(1) The Fund’s investment in Plains AAP, L.P. (“PAGP-AAP”) is exchangeable on a one-for-one basis into either Plains GP Holdings, L.P. (“PAGP”) shares or Plains All American Pipeline, L.P. (“PAA”) units at the Fund’s option. The Fund values its PAGP-AAP investment on an “as exchanged” basis based on the higher public market value of either PAGP or PAA. As of February 28, 2017, the Fund’s PAGP-AAP investment is valued at PAGP’s closing price. The Fund categorizes its investment as a Level 2 security for fair value reporting purposes.

For the three months ended February 28, 2017, there were no transfers between Level 1 and Level 2.

The following table presents the Fund’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended February 28, 2017.

	Equity		Debt		Total
Balance — November 30, 2016	$	4,194	$	34	$	4,228
Purchases		—		—		—
Transfers in from Level 2		—		—		—
Transfers out to Level 1 and 2		—		—		—
Realized gains (losses)		—		—		—
Unrealized gains (losses), net		236		1		237
Balance — February 28, 2017	$	4,430	$	35	$	4,465

The $237 of unrealized gains relate to investments that were still held at February 28, 2017.

As required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification (ASC 815), the following are the derivative instruments and hedging activities of the Fund.

The following table sets forth the fair value of the Fund’s derivative instruments:

Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Fair Value as of February 28, 2017
Call options written	Call option contracts written	$(61)

The following table sets forth the effect of the Fund’s derivative instruments on the Fund’s operations:

		For the Three Months Ended February 28, 2017
Derivatives Not Accounted for as Hedging Instruments	Location of Gains/(Losses) on Derivatives Recognized in Income	Net Realized Gains/(Losses) on Derivatives Recognized in Income		Change in Unrealized Gains/(Losses) on Derivatives Recognized in Income
Call options written	Options	$	82	$	170

The Fund’s investments are concentrated in the energy sector. The focus of the Fund’s portfolio within the energy sector may present more risks than if the Fund’s portfolio were broadly diversified across numerous sectors of the economy. A downturn in the energy sector would have a larger impact on the Fund than on an investment company that does not focus on the energy sector. The performance of securities in the energy sector may lag the performance of other industries or the broader market as a whole. Additionally, to the extent that the Fund invests a relatively high percentage of its assets in the securities of a limited number of issuers, the Fund may be more susceptible than a more widely diversified investment company to any single economic, political or regulatory occurrence. At February 28, 2017, the Fund had the following investment concentrations:

Category	Percent of Long-Term Investments
Securities of energy companies	100.0%
Equity securities	86.3%
Debt securities	13.7%
Securities of MLPs(1)	38.1%
Largest single issuer(2)	8.1%
Restricted securities	14.2%

(1) Securities of MLPs consist of entities that are structured as limited partnerships and limited liability companies that are publicly traded and are treated as partnerships for federal income tax purposes, and their affiliates.

(2) The percentage shown includes the Fund’s holdings of Plains AAP, L.P. and Plains GP Holdings, L.P.

Securities valuation policies and other investment related disclosures are hereby incorporated by reference to the Fund’s annual report previously filed with the Securities and Exchange Commission on form N-CSR on January 27, 2017 with a file number 811-22467.

Other information regarding the Fund is available in the Fund’s most recent annual report. This information is also available on the Fund’s website at www.kaynefunds.com; or on the website of the Securities and Exchange Commission at www.sec.gov.

Item 2. Controls and Procedures.

(a)  As of a date within 90 days of the filing date of this report, the principal executive officer and the principal financial officer concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) were effective based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) or 15d-15(b) under the Securities and Exchange Act of 1934, as amended.

(b)  There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

The certifications for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act are filed as exhibits to this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.
/S/    KEVIN S. MCCARTHY
Name:	Kevin S. McCarthy
Title:	Chairman of the Board of Directors and Chief Executive Officer
Date:	April 28, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/S/    KEVIN S. MCCARTHY
Name:	Kevin S. McCarthy
Title:	Chairman of the Board of Directors and Chief Executive Officer
Date:	April 28, 2017

/S/    TERRY A. HART
Name:	Terry A. Hart
Title:	Chief Financial Officer and Treasurer
Date:	April 28, 2017

EX-99.CERT

Exhibit 99.CERT

I, Kevin S. McCarthy, certify that:

1.  I have reviewed this report on Form N-Q of Kayne Anderson Midstream/Energy Fund, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2017

/S/    KEVIN S. MCCARTHY
Name:	Kevin S. McCarthy
Title:	Chairman of the Board of Directors and Chief Executive Officer

I, Terry A. Hart, certify that:

1.  I have reviewed this report on Form N-Q of Kayne Anderson Midstream/Energy Fund, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2017

/S/    TERRY A. HART
Name:	Terry A. Hart
Title:	Chief Financial Officer and Treasurer