nvcsrs
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21593
Kayne Anderson MLP Investment Company
(Exact name of registrant as specified in charter)
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1800 Avenue of the Stars, Second Floor, Los Angeles, California
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90067 |
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(Address of principal executive offices)
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(Zip code) |
David Shladovsky, Esq.
Kayne Anderson Capital Advisors, L.P., 1800 Avenue of the Stars, Second Floor,
Los Angeles, California 90067
(Name and address of agent for service)
Registrants telephone number, including area code: (310) 556-2721
Date of fiscal year end: November 30
Date of reporting period: May 31, 2005
Form N-CSR is to be used by management investment companies to file reports with the
Commission not later than 10 days after the transmission to stockholders of any report that is
required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of
1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the
Commission will make this information public. A registrant is not required to respond to the
collection of information contained in Form N-CSR unless the Form displays a currently valid Office
of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of
the information collection burden estimate and any suggestions for reducing the burden to
Secretary, Securities and Exchange
Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection
of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The report of Kayne Anderson MLP Investment Company (the Registrant) to stockholders for the
semi-annual period ended May 31, 2005 is attached below.
CONTENTS
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Page | |
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Portfolio Summary
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1 |
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Schedule of Investments
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2 |
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Statement of Assets and Liabilities
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5 |
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Statement of Operations
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6 |
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Statement of Changes in Net Assets
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7 |
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Statement of Cash Flows
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8 |
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Financial Highlights
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9 |
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Notes to Financial Statements
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10 |
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Privacy Policy Notice
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19 |
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Proxy Voting and Portfolio Holdings Information
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20 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS: This report contains forward-looking
statements as defined under the U.S. Federal
securities laws. Generally, the words believe,
expect, intend, estimate,
anticipate, project, will
and similar expressions identify forward-looking statements,
which generally are not historical in nature. Forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ from the Companys
historical experience and its present expectations or
projections. These risks include, but are not limited to,
changes in economic and political conditions; regulatory and
legal changes; MLP industry risk; leverage risk; valuation risk;
interest rate risk; tax risk and other risks discussed in the
Companys filings with the Securities and Exchange
Commission. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements. There is no
assurance that the Companys investment objective will be
attained.
KAYNE ANDERSON MLP INVESTMENT COMPANY
PORTFOLIO SUMMARY AS OF MAY 31, 2005
(unaudited)
Top 10 Holdings, by Issuer
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Percent of | |
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Total | |
Holding |
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Sector |
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Investments | |
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1.
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Enterprise Products Partners L.P. |
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Pipeline MLP |
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13.4 |
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2.
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Energy Transfer Partners, L.P. |
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Pipeline MLP |
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11.7 |
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3.
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Magellan Midstream Partners, L.P. |
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Pipeline MLP |
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9.6 |
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4.
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Kinder Morgan Management, LLC |
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Pipeline MLP |
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9.4 |
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5.
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Enbridge Energy Partners, L.P. |
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Pipeline MLP |
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8.1 |
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6.
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Inergy, L.P. |
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Propane MLP |
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7.4 |
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7.
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Plains All American Pipeline, L.P. |
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Pipeline MLP |
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3.6 |
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8.
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Ferrellgas Partners, L.P. |
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Propane MLP |
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3.5 |
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9.
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Kaneb Pipe Line Partners, L.P. |
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Pipeline MLP |
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3.1 |
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10.
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Northern Border Partners, L.P. |
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Pipeline MLP |
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2.4 |
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1
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
MAY 31, 2005
(shares and $ amounts in 000s)
(unaudited)
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No. of | |
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Description |
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Shares/Units | |
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Value | |
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Long-Term Investments 130.2%
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Equity Investments 129.3%
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Pipeline MLP(a) 100.8%
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Atlas Pipeline Partners, L.P.
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162 |
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$ |
6,770 |
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Buckeye Partners, L.P.
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173 |
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7,698 |
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Copano Energy, L.L.C.
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86 |
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2,552 |
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Crosstex Energy, L.P.
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258 |
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9,463 |
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Enbridge Energy Management, L.L.C.(b)
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413 |
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20,347 |
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Enbridge Energy Partners, L.P.
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1,943 |
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100,250 |
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Energy Transfer Partners, L.P.
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4,556 |
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143,929 |
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Enterprise Products Partners L.P.
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5,229 |
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134,397 |
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Enterprise Products Partners L.P.(c)
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1,204 |
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30,309 |
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Genesis Energy, L.P.(d)
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134 |
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1,263 |
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Hiland Partners, LP(e)
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37 |
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1,298 |
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Holly Energy Partners, L.P.
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109 |
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4,444 |
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Kaneb Pipe Line Partners, L.P.
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614 |
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37,675 |
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Kinder Morgan Energy Partners, L.P.
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1 |
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67 |
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Kinder Morgan Management, LLC(b)
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2,608 |
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116,230 |
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Magellan Midstream Partners, L.P.
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486 |
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15,258 |
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Magellan Midstream Partners, L.P.(c)
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3,478 |
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102,697 |
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MarkWest Energy Partners, L.P.
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193 |
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9,307 |
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Northern Border Partners, L.P.
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620 |
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29,522 |
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Pacific Energy Partners, L.P.
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458 |
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14,244 |
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Plains All American Pipeline, L.P.
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921 |
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38,885 |
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Sunoco Logistics Partners L.P.
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26 |
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955 |
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TC PipeLines, LP
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231 |
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7,699 |
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TEPPCO Partners, L.P.
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447 |
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18,467 |
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TransMontaigne Partners L.P.(e)
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59 |
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1,448 |
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855,174 |
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Propane MLP 15.8%
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Ferrellgas Partners, L.P.
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1,947 |
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42,845 |
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Inergy, L.P.
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34 |
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1,062 |
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Inergy, L.P.(c)
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2,947 |
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90,496 |
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134,403 |
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Shipping MLP 2.4%
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K-Sea Transportation Partners L.P.
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70 |
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2,344 |
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Martin Midstream Partners L.P.
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113 |
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3,546 |
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Teekay LNG Partners L.P.(e)
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172 |
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4,530 |
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U.S. Shipping Partners L.P.
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392 |
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10,035 |
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20,455 |
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Coal MLP 1.1%
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Natural Resource Partners L.P.
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33 |
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1,931 |
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Penn Virginia Resource Partners, L.P.
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150 |
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7,027 |
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8,958 |
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See accompanying notes to financial statements.
2
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS (CONTINUED)
(shares and $ amounts in 000s)
(unaudited)
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No. of | |
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Description |
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Shares/Units | |
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Value | |
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Other MLP 0.1%
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Dorchester Minerals, L.P.
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43 |
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$ |
929 |
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MLP Affiliates 7.7%
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Atlas America, Inc.(f)
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127 |
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3,968 |
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Crosstex Energy, Inc.
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417 |
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19,072 |
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Holly Corporation
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90 |
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3,445 |
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Kaneb Services LLC
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424 |
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18,266 |
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Kinder Morgan, Inc.
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85 |
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6,629 |
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MarkWest Hydrocarbon, Inc.(d)
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257 |
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5,619 |
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Resource America, Inc.
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40 |
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1,369 |
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TransCanada Corporation
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28 |
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687 |
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TransMontaigne Inc.
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766 |
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6,345 |
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65,400 |
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Other Midstream Energy Companies 1.4%
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Arlington Tankers Ltd.
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189 |
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3,710 |
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Diana Shipping Inc.
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276 |
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4,272 |
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DryShips Inc.(e)
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96 |
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1,783 |
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Nordic American Tanker Shipping Limited
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23 |
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932 |
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Ship Finance International Limited
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44 |
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851 |
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11,548 |
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Total Equity Investments (Cost $978,505)
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1,096,867 |
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Principal | |
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Interest | |
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Maturity | |
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Amount | |
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Rate | |
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Date | |
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(in 000s) | |
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Fixed Income Investments 0.9%
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Pipeline MLP 0.7%
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Plains All American Pipeline, L.P.
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7.750 |
% |
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10/15/12 |
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$ |
5,000 |
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5,814 |
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MLP Affiliates 0.2%
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TransMontaigne Inc.
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9.125 |
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06/01/10 |
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2,000 |
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2,040 |
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Total Fixed Income Investments (Cost $7,836)
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7,854 |
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Total Long-Term Investments (Cost $986,341)
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1,104,721 |
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Short-Term Investment 15.3%
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Repurchase Agreement 15.3%
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Bear, Stearns & Co. Inc. (Agreement dated 05/31/05 to
be repurchased at $129,361), collateralized by $132,819 in U.S.
Government and Agency Securities (Cost $129,350)
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2.970 |
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06/01/05 |
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129,350 |
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129,350 |
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Total Investments 145.5%
(Cost $1,115,691)
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1,234,071 |
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See accompanying notes to financial statements.
3
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS (CONCLUDED)
(shares and $ amounts in 000s)
(unaudited)
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No. of | |
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Shares/ Units | |
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Value | |
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Liabilities (36.7)%
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Securities Sold Short (0.2)%
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Propane MLP (0.1)%
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AmeriGas Partners, L.P.
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8 |
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$ |
(249 |
) |
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Suburban Propane Partners, L.P.
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25 |
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(825 |
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(1,074 |
) |
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Coal MLP (0.1)%
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Alliance Resource Partners, L.P.
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7 |
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(507 |
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Total Securities Sold Short (cash proceeds received
$1,571)
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(1,581 |
) |
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Auction Rate Senior Notes (30.7)%
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(260,000 |
) |
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Unrealized Depreciation on Interest Rate Swap
Contracts (0.5)%
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(3,991 |
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Deferred Taxes (5.2)%
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(43,927 |
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Other Liabilities in Excess of Other Assets
(0.1)%
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(1,230 |
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Total Liabilities
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(310,729 |
) |
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Preferred Stock at Redemption Value
(8.8)%
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(75,000 |
) |
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Net Assets Applicable to Common Stockholders
100.0%
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$ |
848,342 |
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(a) |
Includes Limited Liability Companies or L.L.C.s. |
(b) |
Distributions made are paid in-kind. |
(c) |
Fair valued security. These securities are restricted from
public sale. See Notes 2 and 6 in the accompany notes to
the financial statements for further details. The Company
negotiates certain aspects of the method and timing of the
disposition of these investments, including registration rights
and related costs. |
(d) |
Security or a portion thereof is segregated as collateral on
interest rate swap contracts and securities sold short. |
(e) |
Currently non-income producing; security is expected to pay
distributions within the next 12 months. |
(f) |
Security is non-income producing. |
See accompanying notes to financial statements.
4
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 2005
($ amounts in 000s, except per share amounts)
(unaudited)
|
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ASSETS
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Investments, at fair value (Cost $986,341)
|
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$ |
1,104,721 |
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Repurchase agreement (Cost $129,350)
|
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129,350 |
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Total investments (Cost $1,115,691)
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1,234,071 |
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Deposits with broker for securities sold short
|
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2,530 |
|
|
Receivable for securities sold
|
|
|
4,169 |
|
|
Interest, dividends and distributions receivable
|
|
|
515 |
|
|
Prepaid expenses
|
|
|
3,167 |
|
|
|
|
|
|
|
Total Assets
|
|
|
1,244,452 |
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Payable for securities purchased
|
|
|
8,226 |
|
|
Investment management fee payable
|
|
|
2,119 |
|
|
Securities sold short, at fair value (Proceeds
$1,571)
|
|
|
1,581 |
|
|
Accrued directors fees and expenses
|
|
|
14 |
|
|
Accrued expenses and other liabilities
|
|
|
1,252 |
|
|
Deferred taxes
|
|
|
43,927 |
|
|
Unrealized depreciation on interest rate swap contracts
|
|
|
3,991 |
|
|
|
|
|
|
|
Total Liabilities before Senior Notes
|
|
|
61,110 |
|
|
|
|
|
|
Auction rate senior notes:
|
|
|
|
|
|
|
Series A, due April 3, 2045
|
|
|
85,000 |
|
|
|
Series B, due April 5, 2045
|
|
|
85,000 |
|
|
|
Series C, due March 31, 2045
|
|
|
90,000 |
|
|
|
|
|
|
|
|
Total Senior Notes
|
|
|
260,000 |
|
|
|
|
|
|
|
Total Liabilities
|
|
|
321,110 |
|
|
|
|
|
PREFERRED STOCK
|
|
|
|
|
|
$25,000 liquidation value per share applicable to 3,000
outstanding shares (10,000 shares authorized)
|
|
|
75,000 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
$ |
848,342 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF
|
|
|
|
|
|
Common stock, $0.001 par value (33,676,442 shares
issued and outstanding, 200,000,000 shares authorized)
|
|
$ |
34 |
|
|
Paid-in capital
|
|
|
797,382 |
|
|
Distributions in excess of net investment loss, net of tax
benefit
|
|
|
(22,513 |
) |
|
Accumulated realized gains on investments, securities sold
short, options and interest rate swap contracts, net of income
taxes
|
|
|
3,191 |
|
|
Net unrealized gain on investments, securities sold short and
interest rate swap contracts, net of income taxes
|
|
|
70,248 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
$ |
848,342 |
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE
|
|
$ |
25.19 |
|
|
|
|
|
See accompanying notes to financial statements.
5
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MAY 31, 2005
($ amounts in 000s)
(unaudited)
|
|
|
|
|
|
|
|
|
INVESTMENT INCOME
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
Dividends and distributions
|
|
$ |
21,029 |
|
|
|
Return of capital
|
|
|
(18,212 |
) |
|
|
|
|
|
|
Net dividends and distributions
|
|
|
2,817 |
|
|
|
Interest
|
|
|
3,008 |
|
|
|
|
|
|
|
|
Total Investment Income
|
|
|
5,825 |
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
Investment management fees
|
|
|
3,711 |
|
|
|
Professional fees
|
|
|
328 |
|
|
|
Administration fees
|
|
|
315 |
|
|
|
Reports to stockholders
|
|
|
159 |
|
|
|
Custodian fees
|
|
|
147 |
|
|
|
Directors fees
|
|
|
132 |
|
|
|
Insurance
|
|
|
98 |
|
|
|
Dividends on securities sold short
|
|
|
69 |
|
|
|
Other expenses
|
|
|
215 |
|
|
|
|
|
|
|
|
Total Expenses Before Interest Expense, Auction
Agent Fees and Taxes
|
|
|
5,174 |
|
|
|
Interest expense
|
|
|
1,944 |
|
|
|
Auction agent fees
|
|
|
89 |
|
|
|
|
|
|
|
|
Total Expenses Before Tax Benefit
|
|
|
7,207 |
|
|
|
|
|
|
Net Investment Loss Before Tax Benefit
|
|
|
(1,382 |
) |
|
|
Current tax benefit
|
|
|
538 |
|
|
|
Deferred tax expense
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
Net Investment Loss
|
|
|
(850 |
) |
|
|
|
|
REALIZED AND UNREALIZED GAINS
|
|
|
|
|
|
Net Realized Gains/(Losses)
|
|
|
|
|
|
|
Investments
|
|
|
4,599 |
|
|
|
Securities sold short
|
|
|
450 |
|
|
|
Options
|
|
|
(162 |
) |
|
|
Interest rate swap contracts
|
|
|
(371 |
) |
|
|
Current tax expense
|
|
|
(1,739 |
) |
|
|
|
|
|
|
|
Net Realized Gains
|
|
|
2,777 |
|
|
|
|
|
|
Net Change in Unrealized Gains/(Losses)
|
|
|
|
|
|
|
Investments
|
|
|
108,290 |
|
|
|
Securities sold short
|
|
|
(10 |
) |
|
|
Options
|
|
|
561 |
|
|
|
Interest rate swap contracts
|
|
|
(4,144 |
) |
|
|
Deferred tax expense
|
|
|
(40,166 |
) |
|
|
|
|
|
|
|
Net Change in Unrealized Gains
|
|
|
64,531 |
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains
|
|
|
67,308 |
|
|
|
|
|
DIVIDENDS TO PREFERRED STOCKHOLDERS
|
|
|
(327 |
) |
|
|
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
RESULTING FROM OPERATIONS
|
|
$ |
66,131 |
|
|
|
|
|
See accompanying notes to financial statements.
6
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CHANGES IN NET ASSETS
ATTRIBUTABLE TO COMMON STOCKHOLDERS
($ amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six | |
|
For the Period | |
|
|
Months Ended | |
|
September 28, 2004(1) | |
|
|
May 31, 2005 | |
|
through | |
|
|
(unaudited) | |
|
November 30, 2004 | |
|
|
| |
|
| |
OPERATIONS
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss)
|
|
$ |
(850 |
) |
|
$ |
645 |
|
|
Net realized gains
|
|
|
2,777 |
|
|
|
414 |
|
|
Net change in unrealized gains
|
|
|
64,531 |
|
|
|
5,717 |
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Resulting from Operations
|
|
|
66,458 |
|
|
|
6,776 |
|
|
|
|
|
|
|
|
DIVIDENDS TO PREFERRED STOCKHOLDERS
|
|
|
|
|
|
|
|
|
|
Dividends from net capital gains
|
|
|
(327 |
) |
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(21,981 |
) |
|
|
|
|
|
|
|
|
|
|
|
CAPITAL SHARE TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering of 30,000,000 shares
of common stock
|
|
|
|
|
|
|
750,000 |
|
|
Proceeds from issuance of 3,161,900 shares of common stock
in connection with exercising an overallotment option granted to
underwriters of the initial public offering
|
|
|
|
|
|
|
79,048 |
|
|
Underwriting discounts and offering expenses associated with the
issuance of common stock
|
|
|
|
|
|
|
(43,088 |
) |
|
Underwriting discounts and offering expenses associated with the
issuance of preferred stock
|
|
|
(1,087 |
) |
|
|
|
|
|
Issuance of 510,542 shares of common stock from
reinvestment of distributions
|
|
|
12,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders
from Capital Stock Transactions
|
|
|
11,356 |
|
|
|
785,960 |
|
|
|
|
|
|
|
|
|
|
Total Increase in Net Assets Applicable to Common
Stockholders
|
|
|
55,506 |
|
|
|
792,736 |
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
792,836 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
End of period (includes cumulative distributions in excess of
net investment loss of $22,513 and undistributed net investment
income of $645, respectively)
|
|
$ |
848,342 |
|
|
$ |
792,836 |
|
|
|
|
|
|
|
|
|
|
(1) |
Commencement of operations. |
See accompanying notes to financial statements.
7
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 2005
($ amounts in 000s)
(unaudited)
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
66,131 |
|
|
Adjustments to reconcile net increase in net assets resulting
from operations to net cash used in operating activities:
|
|
|
|
|
|
|
Purchase of investments
|
|
|
(745,672 |
) |
|
|
Proceeds from sale of investments
|
|
|
115,606 |
|
|
|
Proceeds from sale short-term investments
|
|
|
295,224 |
|
|
|
Realized gains
|
|
|
(4,516 |
) |
|
|
Return of capital distributions
|
|
|
18,212 |
|
|
|
Unrealized gains
|
|
|
(104,697 |
) |
|
|
Increase in deferred taxes
|
|
|
40,172 |
|
|
|
Amortization for bond premium
|
|
|
163 |
|
|
|
Increase in deposits with brokers for short sales
|
|
|
(2,530 |
) |
|
|
Increase in receivable for securities sold
|
|
|
(3,822 |
) |
|
|
Decrease in interest, dividend and distributions receivable
|
|
|
2,087 |
|
|
|
Increase in prepaid expenses
|
|
|
(3,013 |
) |
|
|
Increase in payable for securities purchased
|
|
|
433 |
|
|
|
Increase in investment management fee payable
|
|
|
1,148 |
|
|
|
Increase in securities sold short
|
|
|
1,571 |
|
|
|
Decrease in accrued directors fees and expenses
|
|
|
(16 |
) |
|
|
Increase in accrued expenses and other liabilities
|
|
|
61 |
|
|
|
Decrease in current taxes
|
|
|
(763 |
) |
|
|
Decrease in call options written
|
|
|
(201 |
) |
|
|
|
|
|
|
|
Net Cash Used in Operating Activities
|
|
|
(324,422 |
) |
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
Issuance of auction rate senior notes
|
|
|
260,000 |
|
|
|
Issuance of auction rate preferred stock
|
|
|
75,000 |
|
|
|
Underwriting discount and offering expenses associated with the
issuance of preferred stock
|
|
|
(1,087 |
) |
|
|
Cash distributions paid to common stockholders
|
|
|
(9,538 |
) |
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
324,375 |
|
NET DECREASE IN CASH
|
|
|
(47 |
) |
CASH BEGINNING OF PERIOD
|
|
|
47 |
|
|
|
|
|
CASH END OF PERIOD
|
|
$ |
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
Noncash financing activities not included herein consist of
reinvestment of distributions pursuant to the Companys
dividend reinvestment plan of $12,443.
See accompanying notes to financial statements.
8
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
($ amounts in 000s, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six | |
|
For the Period | |
|
|
Months Ended | |
|
September 28, 2004(1) | |
|
|
May 31, 2005 | |
|
through | |
|
|
(unaudited) | |
|
November 30, 2004 | |
|
|
| |
|
| |
Per Share of Common Stock
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$ |
23.91 |
|
|
$ |
23.70 |
(2) |
|
Underwriting discounts and offering costs on the issuance of
preferred stock
|
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss)
|
|
|
(0.04 |
)(3) |
|
|
0.02 |
(4) |
|
|
Net realized and unrealized gain on investments, securities sold
short, options and interest rate swap contracts
|
|
|
2.02 |
(3) |
|
|
0.19 |
(4) |
|
|
|
|
|
|
|
|
|
Total income from investment operations
|
|
|
1.98 |
|
|
|
0.21 |
|
|
|
|
|
|
|
|
|
Dividends Preferred Stockholders
|
|
|
|
|
|
|
|
|
|
|
Distributions from net capital gains
|
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(0.66 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$ |
25.19 |
|
|
$ |
23.91 |
|
|
|
|
|
|
|
|
|
Per share of common stock market value, end of period
|
|
$ |
26.00 |
|
|
$ |
24.90 |
|
|
|
|
|
|
|
|
|
Total investment return based on common stock market
value(5)
|
|
|
7.26 |
% |
|
|
(0.40 |
)% |
|
|
|
|
|
|
|
Supplemental Data and Ratios
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end of period
|
|
$ |
848,342 |
|
|
$ |
792,836 |
|
|
Ratio of expenses to average net assets, before taxes
|
|
|
1.76 |
%(6) |
|
|
1.20 |
%(6) |
|
Ratio of expenses, excluding non-recurring organizational
expenses, to average net assets
|
|
|
1.76 |
%(6) |
|
|
1.08 |
%(6) |
|
Ratio of expenses, excluding taxes and interest expenses, to
average net assets
|
|
|
1.26 |
%(6) |
|
|
|
|
|
Ratio of net investment income to average net assets, after taxes
|
|
|
(0.32 |
)%(6) |
|
|
0.50 |
%(6) |
|
Net increase in net assets resulting from operations to average
net assets
|
|
|
16.13 |
%(6) |
|
|
5.30 |
%(6) |
|
Portfolio turnover rate
|
|
|
13.72 |
%(7) |
|
|
11.78 |
%(7) |
|
Auction Rate Senior Notes outstanding, end of period
|
|
$ |
260,000 |
|
|
|
|
|
|
Auction Rate Preferred Stock, end of period
|
|
$ |
75,000 |
|
|
|
|
|
|
Borrowings outstanding per share of common stock, end of period
|
|
$ |
7.72 |
|
|
|
|
|
|
Common stock per share, excluding borrowings, end of period
|
|
$ |
32.91 |
|
|
|
|
|
|
Asset coverage, per $1,000 of principal amount of Auction Rate
Senior Notes
|
|
|
|
|
|
|
|
|
|
|
Series A, B and C
|
|
|
426.22% |
|
|
|
|
|
|
Asset coverage, per $25,000 of liquidation value per share of
Auction Rate Preferred Stock
|
|
|
353.19% |
|
|
|
|
|
|
Average amount of borrowings outstanding per share of common
stock during the period
|
|
$ |
3.57 |
(3) |
|
|
|
|
|
|
(1) |
Commencement of operations. |
(2) |
Initial public offering price of $25.00 per share less
underwriting discounts of $1.25 per share and offering
costs of $0.05 per share. |
(3) |
Based on average shares of common stock outstanding of
33,400,589. |
(4) |
Information presented relates to a share of common stock
outstanding for the entire period. |
(5) |
Not annualized. Total investment return is calculated assuming a
purchase of common stock at the market price on the first day
and a sale at the current market price on the last day of the
period reported. The calculation also assumes reinvestment of
dividends and distributions, if any, at actual prices pursuant
to the Companys dividend reinvestment plan. |
(6) |
Ratios are annualized since period is less than one full year. |
(7) |
Amount not annualized. Calculated based on the sales of $115,606
and $16,880, respectively, of long-term investments divided by
the average long-term investment balance of $842,413 and
$143,328 respectively. |
See accompanying notes to financial statements.
9
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005
($ amounts in 000s, except per share amounts)
(unaudited)
Kayne Anderson MLP Investment Company (the Company)
was organized as a Maryland corporation on June 4, 2004,
and is a non-diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended (the 1940 Act). The Companys
investment objective is to obtain a high after-tax total return
by investing at least 85% of its net assets plus any borrowings
(total assets) in energy-related master limited
partnerships and their affiliates (collectively,
MLPs), and in other companies that, as their
principal business, operate assets used in the gathering,
transporting, processing, storing, refining, distributing,
mining or marketing of natural gas, natural gas liquids
(including propane), crude oil, refined petroleum products or
coal (collectively with MLPs, Midstream Energy
Companies). The Company commenced operations on
September 28, 2004. The Companys shares of common
stock are listed on the New York Stock Exchange, Inc.
(NYSE) under the symbol KYN.
|
|
2. |
Significant Accounting Policies |
A. Use of
Estimates The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States of America (GAAP)
requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and
expenses during the period. Actual results could differ from
those estimates.
B. Calculation of Net Asset
Value The Company determines its net asset value
as of the close of regular session trading on the NYSE (normally
4:00 p.m. Eastern time) no less frequently than the last
business day of each month, and makes its net asset value
available for publication monthly. Net asset value is computed
by dividing the value of the Companys assets (including
accrued interest and dividends), less all of its liabilities
(including accrued expenses, dividends payable, current and
deferred and other accrued income taxes, and any borrowings) and
the liquidation value of any outstanding preferred stock, by the
total number of common shares outstanding.
C. Investment
Valuation Readily marketable portfolio
securities listed on any exchange other than the NASDAQ Stock
Market, Inc. (NASDAQ) are valued, except as
indicated below, at the last sale price on the business day as
of which such value is being determined. If there has been no
sale on such day, the securities are valued at the mean of the
most recent bid and asked prices on such day, except for short
sales and call options written, for which the last quoted asked
price is used. Securities admitted to trade on the NASDAQ are
valued at the NASDAQ official closing price. Portfolio
securities traded on more than one securities exchange are
valued at the last sale price on the business day as of which
such value is being determined at the close of the exchange
representing the principal market for such securities.
Equity securities traded in the over-the-counter market, but
excluding securities admitted to trading on the NASDAQ, are
valued at the closing bid prices. Fixed income securities with a
remaining maturity of 60 days or more are valued by the
Company using a pricing service. Fixed income securities
maturing within 60 days will be valued on an amortized cost
basis.
The Company holds securities that are privately issued or
otherwise restricted. For these securities, as well as any other
portfolio security held by the Company for which reliable market
quotations are not readily available, valuations are determined
in a manner that most fairly reflects fair value of the security
on the
10
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ amounts in 000s, except per share amounts)
(unaudited)
valuation date. Unless otherwise determined by the Board of
Directors, the following valuation process is used for such
securities:
|
|
|
|
|
Investment Team Valuation. The applicable
investments are initially valued by Kayne Anderson Capital
Advisors, L.P.s (Kayne Anderson or the
Adviser) investment professionals responsible for
the portfolio investments; |
|
|
|
Investment Team Valuation Documentation.
Preliminary valuation conclusions are documented and discussed
with senior management of Kayne Anderson. Such valuations
generally are submitted to the Valuation Committee (a committee
of the Companys Board of Directors) or the Board of
Directors on a monthly basis, and stand for intervening periods
of time. |
|
|
|
Valuation Committee. The Valuation Committee meets
on or about the end of each month to consider new valuations
presented by Kayne Anderson, if any, which were made in
accordance with the Valuation Procedures in such month. Between
meetings of the Valuation Committee, a senior officer of Kayne
Anderson is authorized to make valuation determinations. The
Valuation Committees valuations stands for intervening
periods of time unless the Valuation Committee meets again at
the request of Kayne Anderson, the Board of Directors, or the
Committee itself. All valuation determinations of the Valuation
Committee are subject to ratification by the Board at its next
regular meeting. |
|
|
|
Valuation Firm. No less than quarterly, a
third-party valuation firm engaged by the Board of Directors
reviews the valuation methodologies and calculations employed
for these securities. |
|
|
|
Board of Directors Determination. The Board of
Directors meets quarterly to consider the valuations provided by
Kayne Anderson and the Valuation Committee, if applicable, and
ratify valuations for the applicable securities. The Board of
Directors considers the report provided by the third-party
valuation firm in reviewing and determining in good faith the
fair value of the applicable portfolio securities. |
Unless otherwise determined by the Board of Directors,
securities that are convertible into or otherwise will become
publicly traded (e.g., through subsequent registration or
expiration of a restriction on trading) are valued through the
process described above, using a valuation based on the market
value of the publicly traded security less a discount. The
discount is initially equal in amount to the discount negotiated
at the time the purchase price is agreed to. To the extent that
such securities are convertible or otherwise become publicly
traded within a time frame that may be reasonably determined,
Kayne Anderson may determine an amortization schedule for the
discount in accordance with a methodology approved by the
Valuation Committee.
At May 31, 2005, the Company held 26.4% of its net assets
in securities valued at fair value as determined pursuant to
procedures adopted by the Board of Directors, with an aggregate
cost of $205,041 and fair value of $223,502. Although these
securities may be resold in privately negotiated transactions,
these values may differ from the values that would have been
used had a ready market for these securities existed, and the
differences could be material.
Any option transaction that the Company enters into may,
depending on the applicable market environment, have no value or
a positive/negative value. Exchange traded options and futures
contracts are valued at the closing price in the market where
such contracts are principally traded.
D. Repurchase
Agreements The Company has agreed to purchase
securities from financial institutions subject to the
sellers agreement to repurchase them at an agreed-upon
time and price (repurchase agreements). The
financial institutions with whom the Company enters into
repurchase agreements are banks and broker/ dealers which Kayne
Anderson considers creditworthy. The seller under a repurchase
agreement is required to maintain the value of the securities as
collateral, subject to the agreement, at not less than the
repurchase price plus accrued interest. Kayne Anderson monitors
daily the mark-to-market of the
11
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ amounts in 000s, except per share amounts)
(unaudited)
value of the collateral, and, if necessary, requires the seller
to maintain additional securities, so that the value of the
collateral is not less than the repurchase price. Default by or
bankruptcy of the seller would, however, expose the Company to
possible loss because of adverse market action or delays in
connection with the disposition of the underlying securities.
E. Short Sales A
short sale is a transaction in which the Company sells
securities it does not own (but has borrowed) in anticipation of
a decline in the market price of the securities. To complete a
short sale, the Company may arrange through a broker to borrow
the securities to be delivered to the buyer. The proceeds
received by the Company for the short sale are retained by the
broker until the Company replaces the borrowed securities. In
borrowing the securities to be delivered to the buyer, the
Company becomes obligated to replace the securities borrowed at
their market price at the time of replacement, whatever the
price may be.
All short sales are fully collateralized. The Company maintains
assets consisting of cash or liquid securities equal in amount
to the liability created by the short sale. These assets are
adjusted daily to reflect changes in the value of the securities
sold short. The Company is liable for any dividends or
distributions paid on securities sold short.
The Company may also sell short against the box
(i.e., the Company enters into a short sale as described
above while holding an offsetting long position in the security
which it sold short). If the Company enters into a short sale
against the box, the Company segregates an
equivalent amount of securities owned as collateral while the
short sale is outstanding.
F. Option
Writing When the Company writes an option, an
amount equal to the premium received by the Company is recorded
as a liability and is subsequently adjusted to the current fair
value of the option written. Premiums received from writing
options that expire unexercised are treated by the Company on
the expiration date as realized gains from investments. The
difference between the premium and the amount paid on effecting
a closing purchase transaction, including brokerage commissions,
is also treated as a realized gain, or if the premium is less
than the amount paid for the closing purchase transaction, as a
realized loss. If a call option is exercised, the premium is
added to the proceeds from the sale of the underlying security
in determining whether the Company has realized a gain or loss.
If a put option is exercised, the premium reduces the cost basis
of the securities purchased by the Company. The Company, as the
writer of an option, bears the market risk of an unfavorable
change in the price of the security underlying the written
option.
G. Security Transactions and
Investment Income Security transactions are
accounted for on the date the securities are purchased or sold
(trade date). Realized gains and losses are reported on an
identified cost basis. Dividend and distribution income is
recorded on the ex-dividend date. Distributions received from
the Companys investments in MLPs generally are comprised
of income and return of capital. For the six months ended
May 31, 2005, the Company recorded as return of capital the
amount of $18,212 of dividends and distributions received from
MLPs. This resulted in a reduction in the cost basis of the
associated MLP investments. Net Realized Gains and Net Change in
Unrealized Gains on the accompanying Statement of Operations
includes $688 and $17,524, respectively, attributable to such
dividend and distributions. The Company records investment
income and return of capital based on estimates made at the time
such distributions are received. Such estimates are based on
historical information available from each MLP and other
industry sources. These estimates may subsequently be revised
based on information received from MLPs after their tax
reporting periods are concluded. Interest income is recognized
on the accrual basis, including amortization of premiums and
accretion of discounts.
H. Dividends to
Stockholders Dividends to common stockholders
are recorded on the ex-dividend date. The character of dividends
made during the year may differ from their ultimate
characterization for federal income tax purposes. Distributions
to shareholders of the Companys Auction Rate Preferred
Stock,
12
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ amounts in 000s, except per share amounts)
(unaudited)
Series D are accrued on a daily basis and are determined as
described in Note 11. The Companys dividends, for
book purposes, will be comprised of return of capital and
ordinary income, which is based on the operating results of the
Company. The Company is unable to make final determinations as
to the character of the dividend until after the end of the
calendar year. Since the first dividend paid to stockholders was
in January 2005, the Company will inform stockholders of the
final character of the dividend during January 2006.
I. Federal and State Income
Taxation The Company, as a corporation, is
obligated to pay federal and state income tax on its taxable
income. The Company invests its assets primarily in MLPs, which
generally are treated as partnerships for federal income tax
purposes. As a limited partner in the MLPs, the Company reports
its allocable share of the MLPs taxable income in
computing its own taxable income. The Companys tax expense
or benefit is included in the Statement of Operations based on
the component of income or gains/(losses) to which such expense
or benefit relates. Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. To the extent the Company
has a net deferred tax asset, a valuation allowance is
recognized if, based on the weight of available evidence, it is
more likely than not that some portion or all of the deferred
income tax asset is not realized. Future realization of deferred
income tax assets ultimately depends on the existence of
sufficient taxable income of the appropriate character in either
the carryback or carryforward period under the tax law.
The Company may rely to some extent on information provided by
the MLPs, which may not necessarily be timely, to estimate
taxable income allocable to the MLP units held in the portfolio
and to estimate the associated deferred tax liability. Such
estimates are made in good faith and reviewed in accordance with
the valuation process approved by the Board of Directors. From
time to time the Company modifies its estimates or assumptions
regarding the deferred tax liability as new information becomes
available. To the extent such estimates or assumptions are
modified, the net asset value may fluctuate.
J. Organization Expenses,
Offering and Debt Issuance Costs The Company is
responsible for paying all organization expenses, which were
expensed when the shares of common stock were issued. Such costs
approximated $150. Offering costs related to the issuance of
common stock were charged to additional paid-in capital when the
shares were issued. Such costs approximated $1,596. Offering
costs related to the issuance of Series D, preferred stock
were charged to additional paid-in capital when the shares were
issued. Such costs approximated $1,087. Debt issuance costs of
$3,036 related to the auction rate senior notes payable are
being capitalized and amortized over the period the notes are
outstanding.
K. Derivative Financial
Instruments The Company uses derivative
financial instruments (principally interest rate swap contracts)
to manage interest rate risk. The Company has established
policies and procedures for risk assessment and the approval,
reporting and monitoring of derivative financial instrument
activities. The Company does not hold or issue derivative
financial instruments for speculative purposes. All derivative
financial instruments are recorded at fair value with changes in
value during the reporting period, and amounts accrued under the
agreements, included as unrealized gains or losses in the
Statement of Operations. Monthly cash settlements under the
terms of the interest rate swap agreements are recorded as
realized gains or losses in the Statement of Operations. The
Company generally values its interest rate swap contracts based
on dealer quotations, if available, or by discounting the future
cash flows from the stated terms of the interest rate swap
agreement by using interest rates currently available in the
market.
L. Indemnifications
Under the Companys organizational documents, its officers
and directors are indemnified against certain liabilities
arising out of the performance of their duties to the Company.
In addition, in the normal course of business, the Company
enters into contracts that provide general indemnification to
other parties. The Companys maximum exposure under these
arrangements is unknown, as this would involve future claims
that may be made against the Company that have not yet occurred,
and may
13
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ amounts in 000s, except per share amounts)
(unaudited)
not occur. However, the Company has not had prior claims or
losses pursuant to these contracts and expects the risk of loss
to be remote.
The Companys investment objective is to seek a high level
of total return with an emphasis on current dividends paid to
its shareholders. Under normal circumstances, the Company
intends to invest at least 85% of its total assets in securities
of MLPs and other Midstream Energy Companies, and to invest at
least 80% of its total assets in MLPs, which are subject to
certain risks, such as supply and demand risk, depletion and
exploration risk, commodity pricing risk, acquisition risk, and
the risk associated with the hazards inherent in midstream
energy industry activities. A substantial portion of the cash
flow received by the Company will be derived from the investment
in equity securities of MLPs. The amount of cash that an MLP has
available for distributions and the tax character of such
distributions are dependent upon the amount of cash generated by
the MLPs operations. The Company may invest up to 15% of
its total assets in any single issuer and a decline in value of
the securities of such an issuer could significantly impact the
net asset value of the Company. The Company may invest up to 20%
of its total assets in debt securities, which may include below
investment grade securities. The Company may, for defensive
purposes, temporarily invest all or a significant portion of its
assets in investment grade securities, short-term debt
securities and cash or cash equivalents. To the extent the
Company uses this strategy, it may not achieve its investment
objectives.
|
|
4. |
Agreements and Affiliations |
The Company has entered into an Investment Management Agreement
with Kayne Anderson under which the Adviser, subject to the
overall supervision of the Companys Board of Directors,
manages the day-to-day operations of, and provides investment
advisory services to, the Company. For providing these services,
the Adviser receives a management fee from the Company.
Pursuant to the Investment Management Agreement, the Company has
agreed to pay the Adviser a basic management fee at an annual
rate of 1.75% of the Companys average total assets,
adjusted upward or downward (by up to 1.00% of the
Companys average total assets, as defined), depending on
to what extent, if any, the Companys investment
performance for the relevant performance period exceeds or
trails the Companys Benchmark over the same
period. The Companys Benchmark is the total return
(capital appreciation and reinvested dividends) of the
Standard & Poors 400 Utilities Index plus
600 basis points (6.00%). Each 0.01% of difference of the
Companys performance compared to the performance of the
Benchmark is multiplied by a performance fee adjustment of
0.002%, up to a maximum adjustment of 1.00% (as an annual rate).
The Company calculates the total management fee based on the
average total assets for the prior 12 months. For the
period beginning with the commencement of the Companys
operations through the end of the Companys first
12 months of operations (the Initial Period),
on a quarterly fiscal basis the Company pays the Adviser a
minimum management fee calculated at an annual rate of 0.75%.
After this Initial Period, the basic management fee and the
performance fee adjustment will be calculated and paid quarterly
beginning with the quarter ending November 30, 2005, using
a rolling 12-month performance period. Management fees in excess
of those paid will be accrued monthly.
The performance record for the Benchmark is based on the change
in value of the Benchmark during the relevant performance
period. During the Companys first fiscal year, for
purposes of calculating the performance fee adjustment, the
Companys initial net asset value was calculated net of the
underwriter discount. At May 31, 2005, the Company has
recorded accrued management fees at the annual rate of 0.75%
based on the Companys investment performance for the
period September 28, 2004 through May 31, 2005.
For purposes of calculating the management fee, the
Companys total assets are equal to the Companys
average monthly gross asset value (which includes assets
attributable to or proceeds from the Companys use
14
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ amounts in 000s, except per share amounts)
(unaudited)
of preferred stock, commercial paper or notes issuances and
other borrowings), minus the sum of the Companys accrued
and unpaid dividends on any outstanding common stock and accrued
and unpaid dividends on any outstanding preferred stock and
accrued liabilities (other than liabilities associated with
borrowing or leverage by the Company and any accrued taxes).
Liabilities associated with borrowing or leverage by the Company
include the principal amount of any borrowings, commercial paper
or notes issued by the Company, the liquidation preference of
any outstanding preferred stock, and other liabilities from
other forms of borrowing or leverage such as short positions and
put or call options held or written by the Company.
For the six months ended May 31, 2005, KA Associates, Inc.,
an affiliate of the Adviser, earned approximately $11 in
brokerage commissions from portfolio transactions executed on
behalf of the Company.
Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amount of assets and
liabilities for financial reporting and tax purposes. Components
of the Companys deferred tax assets and liabilities as of
May 31, 2005 are as follows:
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
Organization costs
|
|
$ |
(51 |
) |
Deferred tax liabilities:
|
|
|
|
|
|
Unrealized gains on investment securities
|
|
|
36,620 |
|
|
Distributions received from MLPs
|
|
|
7,358 |
|
|
|
|
|
Total net deferred tax liability
|
|
$ |
43,927 |
|
|
|
|
|
At May 31, 2005, the Company did not record a valuation
allowance against its deferred tax assets.
The components of income tax expense include $39,805 and $4,122
for deferred federal income taxes and state income taxes (net of
the federal tax benefit), respectively.
Total income taxes have been computed by applying the Federal
statutory income tax rate plus a blended state income tax rate
totaling 38.5% to net investment income and realized and
unrealized gains on investments before taxes.
At May 31, 2005, the cost basis of investments for Federal
income tax purposes was $1,115,691 and the cash received on
securities sold short was $1,571. At May 31, 2005, gross
unrealized appreciation and depreciation of investments and
securities sold short for Federal income tax purposes were as
follows:
|
|
|
|
|
Gross unrealized appreciation of investments (including
securities sold short)
|
|
$ |
120,732 |
|
Gross unrealized depreciation of investments (including
securities sold short)
|
|
|
(2,362 |
) |
|
|
|
|
Net unrealized appreciation before tax and interest rate swap
contracts
|
|
|
118,370 |
|
Unrealized depreciation on interest rate swap contracts
|
|
|
(4,144 |
) |
|
|
|
|
Net unrealized appreciation before tax
|
|
$ |
114,226 |
|
|
|
|
|
|
Net unrealized appreciation after tax
|
|
$ |
70,248 |
|
|
|
|
|
15
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ amounts in 000s, except per share amounts)
(unaudited)
Certain of the Companys investments are restricted as to
resale and are valued as determined in accordance with
procedures established by the Board of Directors and more fully
described in Note 2. The table below shows the number of
units held, the acquisition dates, aggregate costs, fair value
as of May 31, 2005, value per unit of such securities,
percent of net assets and percent of total assets which the
securities comprise.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
|
|
|
|
|
|
Percent of | |
|
|
|
|
|
|
Units | |
|
Acquisition | |
|
|
|
|
|
Value Per | |
|
Net | |
|
Percent of | |
Partnership |
|
Security |
|
(in 000s) | |
|
Date | |
|
Cost | |
|
Fair Value | |
|
Unit | |
|
Assets | |
|
Total Assets | |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Enterprise Products Partners, L.P.
|
|
Common Units |
|
|
1,204 |
|
|
|
04/01/05 |
|
|
$ |
30,000 |
|
|
$ |
30,309 |
|
|
$ |
25.18 |
|
|
|
3.6 |
% |
|
|
2.4 |
% |
Inergy, L.P.
|
|
Common Units |
|
|
2,947 |
|
|
|
12/17/04 |
|
|
|
75,034 |
|
|
|
90,496 |
|
|
|
30.71 |
|
|
|
10.7 |
|
|
|
7.3 |
|
Magellan Midstream Partners, L.P.
|
|
Subordinated Units |
|
|
3,478 |
|
|
|
04/13/05 |
|
|
|
100,007 |
|
|
|
102,697 |
|
|
|
29.53 |
|
|
|
12.1 |
|
|
|
8.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
205,041 |
|
|
$ |
223,502 |
|
|
|
|
|
|
|
26.4 |
% |
|
|
18.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions in written options for the six months ended
May 31, 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
|
Contracts | |
|
Premiums | |
|
|
(in 000s) | |
|
Received | |
|
|
| |
|
| |
Options outstanding at beginning of period
|
|
|
2 |
|
|
$ |
201 |
|
Options written
|
|
|
|
|
|
|
|
|
Options terminated in closing purchase transactions
|
|
|
(1 |
) |
|
|
(169 |
) |
Options expired
|
|
|
(1 |
) |
|
|
(32 |
) |
|
|
|
|
|
|
|
Options outstanding at end of period
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
8. |
Investment Transactions |
For the period ended May 31, 2005, the Company purchased
and sold securities in the amount of $745,672 and $115,606
(excluding short-term investments, securities sold short,
options and interest rate swaps), respectively.
The Company has an uncommitted revolving credit line with
Custodial Trust Company (an affiliate of the administrator, Bear
Stearns Funds Management Inc.), under which the Company may
borrow from Custodial Trust Company an aggregate amount of up to
the lesser of $200,000 or the maximum amount the Company is
permitted to borrow under the 1940 Act, subject to certain
limitations imposed by the lender. For the six months ended
May 31, 2005, the average amount outstanding was $26,538,
with a weighted average interest rate of 3.87%. As of
May 31, 2005, the Company had no outstanding bank
borrowings and does not intend to borrow on this line.
|
|
10. |
Auction Rate Senior Notes |
On March 28, 2005, the Company issued three series of
auction rate notes, each with a maturity of 40 years,
having an aggregate principal amount of $260,000 (Senior
Notes). The Senior Notes were issued in denominations of
$25,000 per note. The principal amount of the Senior Notes will
be due and payable on various dates as follows: Series A on
April 3, 2045, Series B on April 5, 2045 and
Series C on March 31, 2045.
16
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ amounts in 000s, except per share amounts)
(unaudited)
Fair value of the notes approximates carrying amount because the
interest rate fluctuates with changes in interest rates
available in the current market.
Holders of the Notes are entitled to receive cash interest
payments at an annual rate that may vary for each rate period.
Interest rates for Series A, Series B and
Series C as of May 31, 2005 were 3.34%, 3.19% and
3.27%, respectively. The weighted average interest rates for
Series A, Series B and Series C for the period
from March 28, 2005 through May 31, 2005, were 3.29%,
3.29% and 3.27%, respectively. These rates include the
applicable rate based on the latest results of the auction, plus
commissions paid to the auction agent in the amount of 0.25%.
For each subsequent rate period, the interest rate will be
determined by an auction conducted in accordance with the
procedures described in the Notes prospectus. The reset
rate period for Series A and Series B Notes are seven
days, while Series C Notes reset every 28 days. The
Notes will not be listed on any exchange or automated quotation
system.
The Notes are redeemable in certain circumstances at the option
of the Company. The Notes are also subject to a mandatory
redemption if the Company fails to meet an asset coverage ratio
required by law, or fails to cure deficiency as stated in the
Companys rating agency guidelines in a timely manner.
The Notes are unsecured obligations of the Company and, upon
liquidation, dissolution or winding up of the Company, will
rank: (1) senior to all the Companys outstanding
preferred shares; (2) senior to all of the Companys
outstanding common shares; (3) on a parity with any
unsecured creditors of the Company and any unsecured senior
securities representing indebtedness of the Company; and
(4) junior to any secured creditors of the Company.
On April 12, 2005, the Company issued 3,000 shares of
Series D auction rate preferred stock totaling $75,000. The
Company has 10,000 shares of authorized preferred stock. The
preferred stock has rights determined by the Board of Directors.
The preferred stock has a liquidation value of $25,000 per share
plus any accumulated, but unpaid dividends, whether or not
declared.
Holders of the preferred stock are entitled to receive cash
dividend payments at an annual rate that may vary for each rate
period. The dividend rate as of May 31, 2005 was 3.16%. The
weighted average dividend rate for the period from
April 12, 2005 through May 31, 2005, was 3.15%. This
rate includes the applicable rate based on the latest results of
the auction, plus commissions paid to the auction agent in the
amount of 0.25%. Under the 1940 Act, the Company may not declare
dividends or make other distribution on shares of common stock
or purchases of such shares if, at the time of the declaration,
distribution or purchase, asset coverage with respect to the
outstanding preferred stock would be less than 200%.
The preferred stock is redeemable in certain circumstances at
the option of the Company. The preferred stock is also subject
to a mandatory redemption if the Company fails to meet an asset
coverage ratio required by law, or fails to cure deficiency as
stated in the Companys rating agency guidelines in a
timely manner.
The holders of the preferred stock have voting rights equal to
the holders of common stock (one vote per share) and will vote
together with the holders of shares of common stock as a single
class except on matters affecting only the holders of preferred
stock or the holders of common stock.
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12. |
Interest Rate Swap Contracts |
The Company has entered into interest rate swap contracts to
hedge itself from increasing interest expense on its leverage
resulting from increasing short-term interest rates. A decline
in interest rates may result in a decline in the value of the
swap contracts, which, everything else being held constant,
would result in a decline in the net assets of the Company. In
addition, if the counterparty to the interest rate swap
17
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
($ amounts in 000s, except per share amounts)
(unaudited)
contracts defaults, the Company would not be able to use the
anticipated receipts under the swap contracts to offset the
interest payments on the Companys leverage. At the time
the interest rate swap contracts reach their scheduled
termination, there is a risk that the Company would not be able
to obtain a replacement transaction or that the terms of the
replacement transaction would not be as favorable as on the
expiring transaction. In addition, if the Company is required to
terminate any swap contract early, then the Company could be
required to make a termination payment. As of May 31, 2005,
the Company has entered into nine interest rates swap contracts
with UBS AG as summarized below:
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Fixed Rates | |
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Floating Rate | |
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Termination | |
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Notional | |
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Paid by the | |
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Received by the | |
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Unrealized | |
Dates | |
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Amounts | |
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Company | |
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Company | |
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Depreciation | |
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03/25/08-05/09/12 |
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$ |
250,000 |
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4.12-4.65 |
% |
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1 month U.S. |
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$ |
3,991 |
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Dollar LIBOR |
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The Company is exposed to credit risk on the interest rate swap
contracts if the counterparty should fail to perform under the
terms of the interest rate swap contracts.
The Company has 200,000,000 shares of common stock authorized
and 33,676,442 shares outstanding at May 31, 2005.
Transactions in common shares for the period ended May 31,
2005, were as follows:
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Shares at November 30, 2004
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33,165,900 |
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Shares issued through reinvestment of distributions
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510,542 |
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Shares at May 31, 2005
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33,676,442 |
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On March 25, 2005, the Company filed a registration
statement relating to a secondary common stock offering with the
Securities and Exchange Commission and filed an amendment to the
registration statement on May 17, 2005. The Company
originally expected to issue such common shares during the
Companys second fiscal quarter of 2005. The Company
continues to pursue a secondary common stock offering, but does
not have an expectation as to when such offering will occur.
On July 15, 2005, the Company paid a dividend distribution
to its common stockholders in the amount of $0.415 per share,
for a total of $13,976. Of this total, pursuant to the
Companys dividend reinvestment plan, $6,571 was reinvested
into the Company and an additional 249,656 shares of common
stock were issued.
On June 15, 2005, the Company held its annual meeting of
stockholders where the following two matters were approved by
stockholders: (i) the election of one director of the
Company and (ii) a proposal to authorize the Company to
sell shares of its common stock for less than net asset value
per share, subject to certain conditions. On the first matter,
31,444,038 shares were cast in favor, no shares were cast
against, and 201,634 shares abstained. The second matter was
approved by 11 of the Companys 19 common stockholders of
record, with 1 voting against and no abstentions. The
second matter was also approved by a majority of the votes cast
by the Companys stockholders at the meeting, as follows:
7,299,084 shares were cast in favor, 1,058,544 shares
were cast against and 251,686 shares abstained. As a result
of the vote on the first matter, Gerald I. Isenberg was
elected to serve as a director of the Company for a 3-year term.
In addition to Mr. Isenberg, the Companys directors
with terms continuing after the meeting are Anne K. Costin,
Steven C. Good, Terrence J. Quinn and Kevin S.
McCarthy.
18
KAYNE ANDERSON MLP INVESTMENT COMPANY
PRIVACY POLICY NOTICE
(unaudited)
Kayne Anderson MLP Investment Company (the Company)
considers privacy to be fundamental to our relationship with our
stockholders. We are committed to maintaining the
confidentiality, integrity and security of the non-public
personal information of our stockholders and potential
investors. Accordingly, we have developed internal policies to
protect confidentiality while allowing stockholders needs
to be met. This notice applies to former as well as current
stockholders and potential investors who provide us with
nonpublic personal information.
We may collect several types of nonpublic personal information
about stockholders or potential investors, including:
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Information from forms that you may fill out and send to us or
one of our affiliates or service providers in connection with an
investment in the Company (such as name, address, and social
security number). |
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Information you may give orally to us or one of our affiliates
or service providers. |
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Information about your transactions with us, our affiliates, or
other third parties, such as the amount stockholders have
invested in the Company. |
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Information about any bank account stockholders or potential
investors may use for transfers between a bank account and an
account that holds or is expected to hold shares of our stock. |
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Information collected through an Internet cookie (an
information collecting device from a web server based on your
use of a web site). |
We may disclose all of the information we collect, as described
above, to certain nonaffiliated third parties such as attorneys,
accountants, auditors and persons or entities that are assessing
our compliance with industry standards. Such third parties are
required to uphold and maintain our privacy policy when handling
your nonpublic personal information.
We may disclose information about stockholders or potential
investors at their request. We will not sell or disclose your
nonpublic personal information to anyone except as disclosed
above or as otherwise permitted or required by law.
Within the Company and our affiliates, access to information
about stockholders and potential investors is restricted to
those personnel who need to know the information to service
stockholder accounts. The personnel of the Company and our
affiliates have been instructed to follow our procedures to
protect the privacy of your information.
We reserve the right to change this privacy notice in the
future. Except as described in this privacy notice, we will not
use your personal information for any other purpose unless we
inform you how such information will be used at the time you
disclose it or we obtain your permission to do so.
19
PROXY VOTING AND PORTFOLIO HOLDINGS INFORMATION
(unaudited)
The policies and procedures that the Company uses to determine
how to vote proxies relating to its portfolio securities are
available:
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by calling (877) 657-3863/MLP-FUND; |
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on the Funds website, http://www.kaynemlp.com; or |
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on the website of the Securities and Exchange Commission,
http://www.sec.gov. |
The Company files a complete schedule of its portfolio holdings
for the first and third quarters of its fiscal year with the SEC
on Form N-Q. The Companys Forms N-Q are
available on the SECs website at http://www.sec.gov and
may be reviewed and copied at the SECs Public Reference
Room in Washington, DC. Information on the operation of the
SECs Public Reference Room may be obtained by calling
1-800-SEC-0330.
20
Directors and Corporate Officers
Kevin S. McCarthy
Anne K. Costin
Steven C. Good
Gerald I. Isenberg
Terrence J. Quinn
Ralph Collins Walter
David J. Shladovsky
J.C. Frey
James C. Baker
Chairman of the Board of Directors, President
and Chief Executive Officer
Director
Director
Director
Director
Chief Financial Officer
Secretary and Chief Compliance Officer
Vice President, Assistant Secretary and Assistant Treasurer
Vice President
Investment Adviser
Kayne Anderson Capital Advisors, L.P.
1800 Avenue of the Stars, Second Floor
Los Angeles, CA 90067
1100 Louisiana Street, Suite 4550
Houston, TX 77002
Administrator
Bear Stearns Funds Management Inc.
383 Madison Avenue
New York, NY 10179
Stock Transfer Agent and Registrar
American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
Custodian
Custodial Trust Company
101 Carnegie Center
Princeton, NJ 08540
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
350 South Grand Avenue
Los Angeles, CA 90071
Legal Counsel
Paul, Hastings, Janofsky & Walker LLP
55 Second Street, 24th Floor
San Francisco, CA 94105
For stockholder inquiries, registered stockholders should call (800) 937-5449. For general
inquiries, please call (877) 657-3863/MLP-FUND; or visit us on the web at http://www.kaynemlp.com.
This report, including the financial statements herein, is made available to stockholders of
the Company for their information. The financial information included herein is taken from the
records of the Company without examination by independent registered public accountants who do not
express an opinion thereon. It is not a prospectus, circular or representation intended for use in
the purchase or sale of shares of the Company or of any securities mentioned in this report.
Item 2. Code of Ethics
Not applicable.
Item 3. Audit Committee Financial Expert
Not applicable.
Item 4. Principal Accountant Fees and Services
Not applicable.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments
Please see the schedule of investments contained in the Report to Stockholders included under Item
1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Companies and Affiliated Purchasers
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The Registrants principal executive officer and principal financial officer have
evaluated the Registrants disclosure controls and procedures as of a date within 90 days of this
filing and have concluded that the Registrants disclosure controls and procedures are effective,
as of such date, in ensuring that information required to be disclosed by the registrant in this
Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The Registrants principal executive officer and principal financial officer are aware of
no changes in the Registrants internal control over financial reporting that occurred during the
Registrants last fiscal half-year that has materially affected, or is reasonably likely to
materially affect, the Registrants internal control over financial reporting.
Item 12. Exhibits.
(a) Not applicable.
(b)(1) Separate certifications of Principal Executive and Financial Officers pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 attached as EX-99.CERT.
(2) Certification of Principal Executive and Financial Officers pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 furnished as EX-99.906 CERT.
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.
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KAYNE ANDERSON MLP INVESTMENT
COMPANY
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By: |
/S/ RALPH COLLINS WALTER
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Date: |
August 9, 2005 |
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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.
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By: |
/S/ KEVIN S. MCCARTHY
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Date: |
August 9, 2005 |
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By: |
/S/ RALPH COLLINS WALTER
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Date: |
August 9, 2005 |
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