nvcsr
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, 2005
Date of reporting period: November 30, 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
year ended November 30, 2005 is attached below.
ANNUAL REPORT
November 30, 2005 |
CONTENTS
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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 SEC. 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 objectives
will be attained.
KAYNE ANDERSON MLP INVESTMENT COMPANY
LETTER TO STOCKHOLDERS
January 23, 2006
Dear Fellow Stockholders:
It has been an exciting and active year for the Company and we
are pleased with the Companys performance during the
twelve months ended November 30, 2005. We continue to
believe that the MLP sector will provide attractive risk
adjusted returns and that we have assembled a very experienced
team to take advantage of the opportunities we see in this
sector.
One of the measures employed by us to evaluate our performance
is the change in our Adjusted Net Asset Value per share, which
is equal to the Net Assets per common share plus cumulative
dividends paid per common share. During the year ended
November 30, 2005 (fiscal 2005), our Adjusted
Net Asset Value per share increased by $2.655, or 11.1%, from
$23.91 as of November 30, 2004 to $26.565 as of
November 30, 2005. During this same period, we calculated
that the market-weighted composite of 41 MLPs (the MLP
Composite) had a total return (total return is defined as
unit price appreciation plus distributions) of 10.5%.
We were very active on both the investing and capital raising
fronts, having made net investments of $780 million and
having raised new capital of $416 million. The majority of
these investments were made through the completion of
11 private transactions for a total of $728 million.
As a result of our capital raising activity, as well as the
performance of our investments, our long-term investments have
increased to $1.26 billion at November 30, 2005
compared to $380 million at November 30, 2004.
Approximately 96% of these long-term investments were securities
of MLPs or MLP Affiliates.
Market Overview
The MLP sector during calendar 2005 once again exhibited strong
performance, especially from an operational perspective. Based
on public filings, we believe the sector broke previous records
for equity capital raised, acquisitions completed and capital
spent on internal growth projects. Largely as a result of these
factors, the MLP Composite increased dividends by 9.5% during
calendar 2005. The strongest performing sectors in terms of
dividend growth were the Coal MLP sector and the Pipeline MLP
sector, which increased dividends by an average of 21.0% and
9.3%, respectively.
The stock market performance of the MLP group was mixed during
the year. The MLP Composite performed extremely well during the
first seven months of the calendar year, then gave back some of
the gains in the last five months of the year. From
January 1, 2005 through July 31, 2005, the MLP
Composite generated a total return of approximately 16.3%. From
August 1, 2005 through December 31, 2005, the MLP
Composite generated a total return of negative 9.0%. We believe
that much of the declining performance during the last five
months of calendar 2005 was due to investor concerns about
rising short term interest rates, as well as a very heavy new
issuance calendar. During calendar year 2005, short term
interest rates (1-month LIBOR) increased from 2.40% to 4.39%.
Based on public filings, total public equity capital raised from
August 1, 2005 through December 31, 2005 was
$3.1 billion, which is slightly less than the total equity
capital raised in the public markets during all of calendar 2004.
Total return for the MLP composite was 5.9% during calendar
2005, as negative stock price performance offset increasing cash
distributions. For comparative purposes, our Adjusted Net Asset
Value per share increased by 8.7% during calendar 2005.
Shipping and Other MLPs (five MLPs which represent only 4% of
total MLP equity capitalization) was the strongest performing
sub-sector, generating total returns of approximately 9.1%
during calendar 2005. The Pipeline MLP sub-sector also had a
strong performance, with total returns of 6.6%. In the pipeline
sector, distributions increased by an average of 9.3%, which was
offset by an increase in the average yield from 6.1% at
January 1, 2005 to 6.8% at December 31, 2005.
1
KAYNE ANDERSON MLP INVESTMENT COMPANY
LETTER TO STOCKHOLDERS (CONTINUED)
The Propane MLP sub-sector generated total returns of negative
0.4% during calendar 2005. This performance was largely due to a
substantial increase in the average yield for this sub-sector,
as investors worried whether high commodity prices would lead to
widespread conservation and lower propane consumption.
The Coal MLP sub-sector generated total returns of 3.1% during
the period, as substantial increases in distributions (average
increase of 21.0%) were offset by substantially higher yields as
most of the distribution increases that investors expected were
realized in calendar 2005.
There were nine MLP IPOs completed during calendar 2005, raising
almost $1.4 billion, including the IPO of two general
partners. These IPOs ended the year at prices that averaged 28%
above their IPO price.
2006 Outlook
We expect a number of factors to impact the performance of MLPs
during 2006. We believe that significant investment challenges
exist, while opportunities remain excellent. As was the case in
2005, we believe that stock selection will be an important key
to long-term investment success.
We believe that the acquisition prospects for MLPs remain quite
good, with many packages of midstream assets on the market or
available for sale that fit well in the portfolios of many MLPs.
While we are concerned with the steady increase in acquisition
multiples, we expect that acquisitions will continue to be
accretive. Furthermore, there has been a significant increase in
the investment opportunities to expand existing assets, which
typically have much higher projected returns (or lower
multiples) than acquisitions. As a result, the blended cost of
growth (acquisitions and internal growth) remains attractive
relative to prior years.
Based largely on internal growth prospects, and to a lesser
extent acquisitions, we believe that the MLP universe will
continue to grow distributions. Wall Street research is
projecting distribution growth rates of 6% to 8% for calendar
year 2006.
Another investment challenge for us is to monitor the commodity
price exposure of the various MLPs. Over the last several years,
the commodity price exposure of the sector, both direct and
indirect, has increased. We believe there is an investment
opportunity for us as the market valuation of individual MLPs
does not always reflect the different levels of commodity price
exposure.
At the beginning of the year, MLP valuations, as measured by the
spread between MLP yields and 10-year U.S. Treasury rates, were
higher (spreads lower) than the five-year average. At
December 31, 2005, valuations were in-line (spreads
approximately equal) with the five-year average, reflecting the
increase in average yields compared to a 10-year U.S. Treasury
that was relatively flat compared to the beginning of the year.
We believe that MLPs, as a group, continue to offer
above-average investment appeal with lower-than-average market
risk. Current yield plus expected growth appears to well exceed
the 8% to 10% long-term total return expected by many market
strategists for the stock market. As important, most MLPs
provide stable and predictable cash flow from hard
assets and, by most measures, provide lower risk than
other equity investments. We remain confident that the long-term
investment case for MLPs is very strong, and that our selection
process will provide our stockholders with the opportunity for
superior returns.
Fiscal 2005 Financial Highlights
Because the MLPs that we own in our portfolio are treated as
partnerships for federal income tax purposes, we only reflect
10% of the cash dividends received from our MLP securities as
investment income. The remaining 90% of the cash distributions
are treated as a return of capital, which increases our realized
and unrealized gains by lowering our cost basis. As a result, we
expect on an ongoing basis to report a net investment loss.
During fiscal year 2005, our net investment loss was
$5.9 million. This consisted of net
2
KAYNE ANDERSON MLP INVESTMENT COMPANY
LETTER TO STOCKHOLDERS (CONCLUDED)
dividends and distributions from MLPs and other Midstream Energy
Companies of $6.2 million after the deduction of
$48.8 million of cash dividends and distributions received
by us that were treated as a return of capital. Income on
repurchase agreements and fixed income investments was
$4.4 million. Expenses were $20.2 million, including
$10.2 million of investment management fees and
$6.9 million of interest expense. Investment management
fees were equal to an annual rate of 0.87% of total assets
(1.17% of net assets applicable to common stockholders), and
were based on our performance relative to our benchmark, which
is based on the Standard and Poors Midcap Utility Index.
Results include a current income tax benefit of
$3.7 million.
Net realized gains during fiscal year 2005 were
$13.6 million, consisting of realized gains on investments
of $23.2 million and securities sold short of
$0.6 million, offset by a loss of $0.2 million on
options, $1.5 million of payments pursuant to interest rate
swap contracts and $8.5 million of current income tax
expense.
Net change in unrealized gains during fiscal year 2005 was
$81.9 million, consisting of unrealized gains on
investments and options of $129.0 million and
$0.6 million, respectively, an increase in the
mark-to-market value of the interest rate swap contracts of
$3.4 million and a current income tax benefit of
$1.1 million. These gains were offset by $52.2 million
of deferred income tax expense.
Net increase in net assets resulting from operations was
$89.6 million before dividends to the preferred
stockholders of $1.7 million. Net assets applicable to
common stockholders increased from $23.91 per common share to
$25.07 per common share.
During fiscal 2005, we paid four quarterly dividends to our
common stockholders, which totaled $1.495 per share
(approximately 91% of this amount was classified as a return of
capital and the remaining 9% was classified as dividend income).
Included in this total is our dividend of $0.25 per share paid
in January 2005. This dividend was a partial dividend reflecting
our two months of operations during the fourth quarter of fiscal
2004 and reflects a full quarter dividend rate of $0.375 per
share. During January 2006, we paid a quarterly dividend of
$0.425 per share (indicative annual rate of $1.70 per
share). This quarterly dividend rate was 13% higher than our
initial quarterly rate of $0.375 and represented the fourth
increase in our dividend rate since inception. Management
intends to continue paying quarterly dividends and expects to
increase its dividends to the extent permitted by increases in
the dividends and distributions from its portfolio.
We look forward to continuing to execute on our business plan of
achieving high after-tax total returns by investing in MLPs and
Other Midstream Companies. We invite you to visit our website at
www.kaynemlp.com for the latest updates.
Sincerely,
Kevin McCarthy
Chairman of the Board of Directors,
President, and Chief Executive Officer
3
KAYNE ANDERSON MLP INVESTMENT COMPANY
PORTFOLIO SUMMARY
(UNAUDITED)
Portfolio Investments, by Category
Top 10 Holdings, by Issuer (as of November 30, 2005)
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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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Energy Transfer Partners, L.P. |
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Pipeline MLP |
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11.6 |
% |
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2.
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Enterprise Products Partners L.P. |
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Pipeline MLP |
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11.4 |
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3.
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Kinder Morgan Management, LLC |
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Pipeline MLP |
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9.7 |
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4.
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Magellan Midstream Partners, L.P. |
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Pipeline MLP |
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9.5 |
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5.
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Enbridge Energy Partners, L.P. |
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Pipeline MLP |
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6.7 |
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6.
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Crosstex Energy, L.P. |
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Pipeline MLP |
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6.3 |
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7.
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Copano Energy, L.L.C. |
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Pipeline MLP |
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6.2 |
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8.
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Inergy, L.P. |
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Propane MLP |
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5.7 |
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9.
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Plains All American Pipeline, L.P. |
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Pipeline MLP |
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4.0 |
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10.
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Clearwater Natural Resources, LP |
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Private Coal Company |
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4.0 |
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4
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2005
This discussion contains forward looking statements and good
faith estimates. The reader is referred to the disclosure on
such matters at the beginning of this annual report.
Overview
Kayne Anderson MLP Investment Company (the Company)
is a non-diversified, closed-end investment company. The
Companys investment objective is to obtain a high
after-tax total return by investing at least 85% of its total
assets in energy-related master limited partnerships
(MLPs) and their affiliates, 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, crude oil, refined petroleum products or coal
(collectively with MLPs, Midstream Energy Companies).
The Companys portfolio investments are principally
comprised of equity securities issued by MLPs. Generally, the
Company invests in equity securities of (i) energy-related
MLPs, (ii) owners of such interests in MLPs (MLP
Affiliates), and (iii) other Midstream Energy
Companies. The Company may, from time to time, invest in debt
securities of MLPs and other Midstream Energy Companies. At
November 30, 2005, the Companys long-term investments
were as follows:
Long-term Investments (at 11/30/2005)
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Amount | |
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Percentage | |
Category |
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($ in 000s) | |
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of Total | |
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Equity
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MLP
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$ |
1,191,262 |
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94.4 |
% |
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MLP Affiliate
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14,825 |
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1.2 |
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Other Midstream Energy
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55,549 |
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4.4 |
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Fixed Income
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488 |
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0.0 |
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Total
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$ |
1,262,124 |
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100.0 |
% |
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As a limited partner in the MLPs, the Company reports its
allocable share of MLPs taxable income in computing its
own taxable income. During the year ended November 30, 2005
(fiscal year 2005), the Company estimated that
taxable income associated with its ownership in MLPs was equal
to 10% of the distributions received from such MLPs. As a
result, the Company estimated that 90% of the MLP distributions
will be treated as a return of capital for tax purposes. For
financial reporting purposes, the Company reflects its MLP
distributions net of the return of capital portion. As a result,
only 10% of the cash distributions from MLPs received during
fiscal year 2005 are included in investment income. The
remaining 90% of distributions from MLPs are reflected as a
reduction in the cost basis of the Companys portfolio
securities, which has the effect of increasing realized and
unrealized gains by that same amount.
Performance Review
One of the measures employed by the Company to evaluate total
return is Adjusted Net Asset Value per share, which is equal to
the Net Assets per common share plus cumulative dividends paid
on the Companys common stock. During fiscal year 2005, the
Companys Adjusted Net Asset Value per share increased by
$2.655, or 11.1%, from $23.91 as of November 30, 2004 to
$26.565 as of November 30, 2005. For comparative purposes,
the total return of the MLP Composite (total return is defined
as unit price appreciation plus distributions) was 10.5% over
the same time period.
The Company paid four quarterly dividends to its common
stockholders during fiscal year 2005, totalling $1.495 per
share. Included in this total is the Companys dividend of
$0.25 per share paid during January 2005.
5
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION (CONTINUED)
This dividend was a partial dividend reflecting the
Companys two months of operations during the fourth
quarter of fiscal 2004 and reflects a full quarter dividend rate
of $0.375 per share. During January 2006, the Company paid
a quarterly dividend of $0.425 per share (indicative annual
rate of $1.70 per share). This quarterly dividend rate was
13% higher than the Companys initial quarterly rate of
$0.375 and represented the fourth increase in the Companys
dividend rate since inception. Management intends to continue
paying quarterly dividends and expects to increase its dividends
to the extent permitted by increases in the dividends and
distributions from its portfolio. Future dividend increases are
subject to, among other things, the operating performance of the
Company, realized gains and unrealized gains.
Financial Review
During fiscal year 2005, the Company had a net increase in net
assets resulting from operations of $89.6 million. The
components of this increase are (i) a net investment loss
of $5.9 million ($9.6 million before taxes),
(ii) net realized gains of $13.6 million
($22.1 million before taxes) and (iii) net change in
unrealized gains of $81.9 million ($132.9 million
before taxes).
The Company incurred a net investment loss (before taxes) of
$9.6 million during fiscal year 2005. This consisted of net
dividends and distributions from MLPs and other Midstream Energy
Companies of $6.2 million, which was after the deduction of
$48.8 million of cash dividends and distributions received
by the Company that were treated as a return of capital. Income
on repurchase agreements and fixed income investments was
$4.4 million. Expenses were $20.2 million, including
$10.2 million of investment management fees and
$6.9 million of interest expense. Investment management
fees were equal to an annual rate of 0.87% of total assets
(1.17% of net assets applicable to common stockholders) and were
based on the performance of the Company relative to its
benchmark, which is based on the Standard and Poors Midcap
Utility Index.
Net realized gains (before taxes) during fiscal year 2005 were
$22.1 million, consisting of realized gains on investments
of $23.2 million and securities sold short of
$0.6 million, offset by a loss of $0.2 million on
options and $1.5 million of payments pursuant to interest
rate swap contracts. In order to partially hedge itself against
rising interest rates, the Company has entered into interest
rate swap contracts with a notional value of $250 million.
Payments made pursuant to those swap contracts are not reflected
in interest expense, but are reflected as realized losses.
Net change in unrealized gains (before taxes) during fiscal year
2005 was $132.9 million, consisting of unrealized gains on
investments and options of $129.0 million and
$0.6 million, respectively. Net change in unrealized gains
also included an increase in the
mark-to-market value of
the interest rate swap contracts of $3.4 million.
The Company is taxed as a corporation for federal and state
income tax purposes. As a result, the Company records a current
income tax expense/(benefit) based on the investment
income/(loss) and realized gains. Similarly, the Company records
a deferred income tax expense based on the unrealized gains,
which are equal to the difference between the current market
value of its assets and liabilities compared to the tax basis of
those assets and liabilities. During fiscal year 2005, the
Company recorded a current income tax benefit attributable to
its investment income of $3.7 million, a current income tax
expense of $8.5 million attributable to its realized gains
and a net tax expense of $51.0 million attributable to it
unrealized gains (comprised of a current income tax benefit of
$1.2 million and a deferred income tax expense of
$52.2 million). The Companys taxes were computed
based on an effective tax rate of approximately 38.5% for fiscal
year 2005 as compared to an effective tax rate of 40.0% for the
period ended November 30, 2004.
Capital Raising Transactions
The Company completed several capital raising transactions
during fiscal year 2005, raising $416 million of gross
proceeds. The Company was able to invest these proceeds in a
manner consistent with its investment
6
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION (CONCLUDED)
strategies and management believes that these investments have
enhanced the total return of the Companys common
stockholders.
On March 28, 2005, the Company issued three series of
auction rate senior notes, each with a maturity of
40 years, having an aggregate principal amount of
$260 million. On April 12, 2005, the Company issued
3,000 shares of Series D auction rate preferred stock
for gross proceeds of $75 million. The interest rate and
dividend rate on these securities are reset every 7 or
28 days, depending upon the series. At November 30,
2005, the interest rates for the Series A, Series B,
and Series C senior notes were 4.21%, 4.18% and 4.24%,
respectively, and the dividend rate for the Series D
preferred stock was 4.35%.
In order to partially hedge itself from a floating interest
expense on its leverage, the Company has entered into nine
interest rate swap contracts on a notional amount of
$250 million with a weighted average fixed rate of 4.42%
and weighted average duration of 4.7 years (as of
November 30, 2005). In each of these contracts, the Company
pays a fixed rate of interest and receives a floating rate of
interest based on the London Interbank Offered Rate (LIBOR).
On October 12, 2005 the Company issued
3,000,000 shares of common stock in a secondary public
offering at $27.00 per share, raising an additional
$81 million of gross proceeds.
During fiscal year 2005, the Company completed eleven private
transactions investing, in aggregate, $728 million. As of
November 30, 2005, the Company held investments in freely
tradable (or public) equity and debt securities
valued at $914 million and held investments in restricted
(or private) equity securities valued at
$348 million. The total value at year-end of the
Companys long-term investments was $1.26 billion.
Recent Events
On December 14, 2005, the Company announced the successful
completion of its $60 million offering of Series E
auction rate senior notes. The initial interest rate on the
Series E senior notes was 4.05%, with subsequent interest
rates determined at weekly auctions. The Company intends to
invest the net proceeds from this offering in accordance with
the Companys investment policies as soon as practicable.
Management believes that substantially all of the net proceeds
will be invested within three months of the offering.
On January 12, 2006, the Company paid a dividend to its
common stockholders in the amount of $0.425 per share, for
a total of $15.8 million. Pursuant to the Companys
dividend reinvestment plan, $6.6 million of this amount was
reinvested into the Company for 0.3 million shares of
common stock.
7
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
NOVEMBER 30, 2005
(amounts in 000s)
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No. of | |
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Description |
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Shares/Units | |
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Value | |
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Long-Term Investments 135.4%
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Equity Investments(a) 135.4%
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Pipeline MLP(b) 113.0%
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Atlas Pipeline Partners, L.P.(c)
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142 |
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$ |
5,899 |
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Boardwalk Pipeline Partners, LP
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250 |
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4,613 |
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Buckeye Partners, L.P.
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99 |
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4,304 |
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Copano Energy, L.L.C.
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84 |
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3,160 |
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Copano Energy, L.L.C. Unregistered(d)
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2,127 |
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78,994 |
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Crosstex Energy, L.P.
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238 |
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8,053 |
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Crosstex Energy, L.P. Unregistered(d)
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1,295 |
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41,703 |
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Crosstex Energy, L.P. Senior Subordinated Units,
Unregistered(d)
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|
|
1,047 |
|
|
|
34,005 |
|
|
|
|
Enbridge Energy Management, L.L.C.(e)
|
|
|
415 |
|
|
|
19,603 |
|
|
|
|
Enbridge Energy Partners, L.P.
|
|
|
1,934 |
|
|
|
88,973 |
|
|
|
|
Energy Transfer Partners, L.P.
|
|
|
4,535 |
|
|
|
153,162 |
|
|
|
|
Enterprise Products Partners L.P.
|
|
|
6,042 |
|
|
|
151,232 |
|
|
|
|
Genesis Energy, L.P.
|
|
|
102 |
|
|
|
1,150 |
|
|
|
|
Global Partners LP(f)
|
|
|
337 |
|
|
|
6,594 |
|
|
|
|
Holly Energy Partners, L.P.
|
|
|
141 |
|
|
|
5,466 |
|
|
|
|
Kinder Morgan Management, LLC(e)
|
|
|
2,673 |
|
|
|
128,042 |
|
|
|
|
Magellan Midstream Partners, L.P.
|
|
|
486 |
|
|
|
15,612 |
|
|
|
|
Magellan Midstream Partners, L.P. Subordinated
Units(d)
|
|
|
3,478 |
|
|
|
109,960 |
|
|
|
|
MarkWest Energy Partners, L.P.
|
|
|
193 |
|
|
|
9,091 |
|
|
|
|
MarkWest Energy Partners, L.P. Unregistered(d)
|
|
|
679 |
|
|
|
30,007 |
|
|
|
|
Martin Midstream Partners L.P.
|
|
|
111 |
|
|
|
3,542 |
|
|
|
|
Northern Border Partners, L.P.
|
|
|
633 |
|
|
|
27,001 |
|
|
|
|
Pacific Energy Partners, L.P.
|
|
|
386 |
|
|
|
11,451 |
|
|
|
|
Plains All American Pipeline, L.P.
|
|
|
1,344 |
|
|
|
53,400 |
|
|
|
|
Sunoco Logistics Partners L.P.
|
|
|
24 |
|
|
|
918 |
|
|
|
|
TC PipeLines, LP
|
|
|
203 |
|
|
|
6,485 |
|
|
|
|
TEPPCO Partners, L.P.
|
|
|
454 |
|
|
|
16,684 |
|
|
|
|
TransMontaigne Partners L.P.
|
|
|
56 |
|
|
|
1,275 |
|
|
|
|
Valero L.P.
|
|
|
633 |
|
|
|
33,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,053,600 |
|
|
|
|
|
|
|
|
|
|
Propane MLP 12.0%
|
|
|
|
|
|
|
|
|
|
|
|
Ferrellgas Partners, L.P.
|
|
|
1,751 |
|
|
|
36,791 |
|
|
|
|
Inergy, L.P.
|
|
|
2,983 |
|
|
|
75,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,106 |
|
|
|
|
|
|
|
|
8
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS (CONTINUED)
NOVEMBER 30, 2005
(amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
No. of | |
|
|
Description |
|
Shares/Units | |
|
Value | |
|
|
| |
|
| |
|
Shipping MLP 1.9%
|
|
|
|
|
|
|
|
|
|
K-Sea Transportation Partners L.P. |
|
|
119 |
|
|
$ |
4,147 |
|
|
Teekay LNG Partners L.P.
|
|
|
167 |
|
|
|
4,684 |
|
|
U.S. Shipping Partners L.P.
|
|
|
374 |
|
|
|
8,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,330 |
|
|
|
|
|
|
|
|
|
Coal MLP 0.9%
|
|
|
|
|
|
|
|
|
|
Penn Virginia Resource Partners, L.P.
|
|
|
149 |
|
|
|
8,226 |
|
|
|
|
|
|
|
|
|
|
MLP Affiliates 1.6%
|
|
|
|
|
|
|
|
|
|
Atlas America, Inc.(g)
|
|
|
54 |
|
|
|
3,053 |
|
|
Crosstex Energy, Inc.
|
|
|
61 |
|
|
|
3,958 |
|
|
MarkWest Hydrocarbon, Inc.
|
|
|
257 |
|
|
|
5,626 |
|
|
TransMontaigne Inc.
|
|
|
351 |
|
|
|
2,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,825 |
|
|
|
|
|
|
|
|
|
Other 6.0%
|
|
|
|
|
|
|
|
|
|
Arlington Tankers Ltd.
|
|
|
72 |
|
|
|
1,589 |
|
|
Clearwater Natural Resources, LP Unregistered(d)(h)
|
|
|
2,650 |
|
|
|
53,000 |
|
|
DryShips Inc.
|
|
|
74 |
|
|
|
960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,549 |
|
|
|
|
|
|
|
|
|
|
Total Equity Investments (Cost $1,122,577)
|
|
|
|
|
|
|
1,261,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal | |
|
|
|
|
Interest | |
|
Maturity | |
|
Amount | |
|
|
|
|
Rate | |
|
Date | |
|
(in 000s) | |
|
|
|
|
| |
|
| |
|
| |
|
|
|
Fixed Income Investment 0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MLP Affiliate 0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TransMontaigne Inc. (Cost $505)
|
|
|
9.125 |
% |
|
|
06/01/10 |
|
|
$ |
500 |
|
|
|
488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Investments (Cost $1,123,082)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,262,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investment 6.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement 6.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bear, Stearns & Co. Inc. (Agreement dated 11/30/05 to
be repurchased at $60,434), collateralized by $62,180 in
U.S. Government and Agency Securities (Cost $60,427)
|
|
|
3.940 |
|
|
|
12/01/05 |
|
|
|
|
|
|
|
60,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 141.9%
(Cost $1,183,509)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,322,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS (CONCLUDED)
NOVEMBER 30, 2005
(amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. of | |
|
|
Description |
|
Units | |
|
Value | |
|
|
| |
|
| |
Liabilities
|
|
|
|
|
|
|
|
|
|
Securities Sold Short
|
|
|
|
|
|
|
|
|
|
|
Coal MLP
|
|
|
|
|
|
|
|
|
|
|
|
Alliance Resource Partners, L.P. (Cash proceeds received $392)
|
|
|
10 |
|
|
$ |
(412 |
) |
|
Auction Rate Senior Notes
|
|
|
|
|
|
|
(260,000 |
) |
|
Deferred Taxes
|
|
|
|
|
|
|
(55,934 |
) |
|
Current Taxes
|
|
|
|
|
|
|
(2,389 |
) |
|
Other Liabilities
|
|
|
|
|
|
|
(5,269 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
|
|
|
|
(324,004 |
) |
|
|
|
|
|
|
|
Unrealized Appreciation on Interest Rate Swap Contracts
|
|
|
|
|
|
|
3,398 |
|
Other Assets
|
|
|
|
|
|
|
5,145 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities in Excess of Other Assets
|
|
|
|
|
|
|
(315,461 |
) |
Preferred Stock at Redemption Value
|
|
|
|
|
|
|
(75,000 |
) |
|
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders
|
|
|
|
|
|
$ |
932,090 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Unless otherwise noted, equity investments are common
units/common shares. |
|
(b) |
|
Includes Limited Liability Companies. |
|
(c) |
|
Security or a portion thereof is segregated as collateral on
securities sold short. |
|
(d) |
|
Fair valued securities, restricted from public sale. The Company
negotiates certain aspects of the method and timing of its
rights to dispose of these investments, including registration
rights and related costs (See Notes 2 and 6). |
|
(e) |
|
Distributions are paid in-kind. |
|
(f) |
|
Security is currently non-income producing; expected to pay
distributions within the next 12 months. |
|
(g) |
|
Security is non-income producing. |
|
(h) |
|
Clearwater Natural Resources, LP is a privately-held company. |
See accompanying notes to financial statements.
10
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 2005
(amounts in 000s, except share and per share
amounts)
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Investments, at fair value (Cost $1,123,082)
|
|
$ |
1,262,124 |
|
|
Repurchase agreement (Cost $60,427)
|
|
|
60,427 |
|
|
|
|
|
|
Total investments (Cost $1,183,509)
|
|
|
1,322,551 |
|
|
Deposits with brokers for securities sold short
|
|
|
729 |
|
|
Receivable for securities sold
|
|
|
222 |
|
|
Interest, dividends and distributions receivable
|
|
|
1,036 |
|
|
Deferred debt issuance costs and other, net
|
|
|
3,158 |
|
|
Unrealized appreciation on interest rate swap contracts
|
|
|
3,398 |
|
|
|
|
|
|
|
Total Assets
|
|
|
1,331,094 |
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Investment management fee payable
|
|
|
3,932 |
|
|
Payable for securities purchased
|
|
|
67 |
|
|
Securities sold short, at fair value (Proceeds $392)
|
|
|
412 |
|
|
Accrued directors fees and expenses
|
|
|
147 |
|
|
Accrued expenses and other liabilities
|
|
|
1,123 |
|
|
Current taxes
|
|
|
2,389 |
|
|
Deferred taxes
|
|
|
55,934 |
|
|
|
|
|
|
|
Total Liabilities before Senior Notes
|
|
|
64,004 |
|
|
|
|
|
|
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
|
|
|
324,004 |
|
|
|
|
|
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
|
|
$ |
932,090 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF
|
|
|
|
|
|
Common stock, $0.001 par value (37,175,551 shares
issued and outstanding, 199,990,000 shares authorized)
|
|
$ |
37 |
|
|
Paid-in capital
|
|
|
887,610 |
|
|
Distribution in excess of net investment loss, net of tax benefit
|
|
|
(57,189 |
) |
|
Accumulated realized gains on investments, securities sold
short, options and interest rate swap contracts, net of income
taxes
|
|
|
14,057 |
|
|
Net unrealized gains on investments, securities sold short and
interest rate swap contracts, net of income taxes
|
|
|
87,575 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
$ |
932,090 |
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE
|
|
$ |
25.07 |
|
|
|
|
|
See accompanying notes to financial statements.
11
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2005
(amounts in 000s)
|
|
|
|
|
|
|
|
|
INVESTMENT INCOME
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
Dividends and distributions
|
|
$ |
54,994 |
|
|
|
Return of capital
|
|
|
(48,831 |
) |
|
|
|
|
|
|
Net dividends and distributions
|
|
|
6,163 |
|
|
|
Interest
|
|
|
4,409 |
|
|
|
|
|
|
|
|
Total Investment Income
|
|
|
10,572 |
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
Investment management fees
|
|
|
10,207 |
|
|
|
Professional fees
|
|
|
703 |
|
|
|
Administration fees
|
|
|
659 |
|
|
|
Reports to stockholders
|
|
|
268 |
|
|
|
Custodian fees
|
|
|
263 |
|
|
|
Directors fees
|
|
|
244 |
|
|
|
Insurance
|
|
|
196 |
|
|
|
Dividends on securities sold short
|
|
|
146 |
|
|
|
Other expenses
|
|
|
553 |
|
|
|
|
|
|
|
|
Total Expenses Before Interest Expense, Auction
Agent Fees and Taxes
|
|
|
13,239 |
|
|
|
Interest expense
|
|
|
6,938 |
|
|
|
|
|
|
|
|
Total Expenses Before Tax Benefit
|
|
|
20,177 |
|
|
|
|
|
|
Net Investment Loss Before Tax Benefit
|
|
|
(9,605 |
) |
|
|
Current tax benefit
|
|
|
3,700 |
|
|
|
Deferred tax expense
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
Net Investment Loss
|
|
|
(5,917 |
) |
|
|
|
|
REALIZED AND UNREALIZED GAINS/(LOSSES)
|
|
|
|
|
|
Realized Gains/(Losses)
|
|
|
|
|
|
|
Investments
|
|
|
23,225 |
|
|
|
Securities sold short
|
|
|
598 |
|
|
|
Options
|
|
|
(162 |
) |
|
|
Payments on interest rate swap contracts
|
|
|
(1,514 |
) |
|
|
Current tax expense
|
|
|
(8,504 |
) |
|
|
|
|
|
|
|
Net Realized Gains
|
|
|
13,643 |
|
|
|
|
|
|
Net Change in Unrealized Gains/(Losses)
|
|
|
|
|
|
|
Investments
|
|
|
128,951 |
|
|
|
Securities sold short
|
|
|
(20 |
) |
|
|
Options
|
|
|
561 |
|
|
|
Interest rate swap contracts
|
|
|
3,398 |
|
|
|
Current tax benefit
|
|
|
1,135 |
|
|
|
Deferred tax expense
|
|
|
(52,167 |
) |
|
|
|
|
|
|
|
Net Change in Unrealized Gains
|
|
|
81,858 |
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains
|
|
|
95,501 |
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
89,584 |
|
DIVIDENDS TO PREFERRED STOCKHOLDERS
|
|
|
(1,712 |
) |
|
|
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
RESULTING FROM OPERATIONS
|
|
$ |
87,872 |
|
|
|
|
|
See accompanying notes to financial statements.
12
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO COMMON
STOCKHOLDERS
(amounts in 000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period | |
|
|
For the Fiscal | |
|
September 28, 2004(1) | |
|
|
Year Ended | |
|
through | |
|
|
November 30, 2005 | |
|
November 30, 2004 | |
|
|
| |
|
| |
OPERATIONS
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss)
|
|
$ |
(5,917 |
) |
|
$ |
645 |
|
|
Net realized gains
|
|
|
13,643 |
|
|
|
414 |
|
|
Net change in unrealized gains
|
|
|
81,858 |
|
|
|
5,717 |
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Resulting from Operations
|
|
|
89,584 |
|
|
|
6,776 |
|
|
|
|
|
|
|
|
DIVIDENDS TO PREFERRED STOCKHOLDERS
|
|
|
|
|
|
|
|
|
|
Dividends(2)
|
|
|
(1,712 |
) |
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/ DISTRIBUTIONS TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
|
Dividends(2)
|
|
|
(4,396 |
) |
|
|
|
|
|
Distributions return of
capital(2)
|
|
|
(45,809 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/ Distributions to Common Stockholders
|
|
|
(50,205 |
) |
|
|
|
|
|
|
|
|
|
|
|
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 over allotment option granted
to underwriters of the initial public offering
|
|
|
|
|
|
|
79,048 |
|
|
Proceeds from secondary public offering of 3,000,000 shares
of common stock
|
|
|
81,000 |
|
|
|
|
|
|
Underwriting discounts and offering expenses associated with the
issuance of common stock
|
|
|
(3,591 |
) |
|
|
(43,088 |
) |
|
Underwriting discounts and offering expenses associated with the
issuance of preferred stock
|
|
|
(1,087 |
) |
|
|
|
|
|
Issuance of 1,009,651 shares of common stock from
reinvestment of distributions
|
|
|
25,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders
from Capital Stock Transactions
|
|
|
101,587 |
|
|
|
785,960 |
|
|
|
|
|
|
|
|
|
|
Total Increase in Net Assets Applicable to Common
Stockholders
|
|
|
139,254 |
|
|
|
792,736 |
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
792,836 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
End of period (includes cumulative distributions in excess of
net investment loss of $57,189 and undistributed net investment
income of $645, respectively)
|
|
$ |
932,090 |
|
|
$ |
792,836 |
|
|
|
|
|
|
|
|
|
|
(1) |
Commencement of operations. |
|
(2) |
The information presented in each of these items is a
characterization of a portion of the total dividends paid to
preferred stockholders and common stockholders for the fiscal
year ended November 30, 2005 (which was $1,712 and $50,205,
respectively) as either a dividend (ordinary income) or a
distribution (return of capital). This characterization is based
on the Companys earnings and profits. For fiscal year
2005, the entire amount classified as a dividend to common
stockholders ($4,396) is considered qualified dividend income
provided the holding period requirement and certain other
requirements are met. |
See accompanying notes to financial statements.
13
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2005
(amounts in 000s)
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
89,584 |
|
|
Adjustments to reconcile net increase in net assets resulting
from operations to net cash used in operating activities:
|
|
|
|
|
|
|
Purchase of investments
|
|
|
(1,043,115 |
) |
|
|
Proceeds from sale of investments
|
|
|
263,296 |
|
|
|
Proceeds from sale of short-term investments
|
|
|
364,147 |
|
|
|
Realized gains
|
|
|
(22,147 |
) |
|
|
Return of capital distributions
|
|
|
48,831 |
|
|
|
Unrealized gains
|
|
|
(132,890 |
) |
|
|
Increase in deferred taxes
|
|
|
52,179 |
|
|
|
Amortization of bond premium and deferred debt issuance costs
|
|
|
240 |
|
|
|
Increase in deposits with brokers for short sales
|
|
|
(729 |
) |
|
|
Decrease in receivable for securities sold
|
|
|
125 |
|
|
|
Decrease in interest, dividend and distributions receivables
|
|
|
1,566 |
|
|
|
Increase in deferred debt issuance costs and other
|
|
|
(3,056 |
) |
|
|
Decrease in payable for securities purchased
|
|
|
(7,726 |
) |
|
|
Increase in investment management fee payable
|
|
|
2,961 |
|
|
|
Increase in securities sold short
|
|
|
392 |
|
|
|
Increase in accrued directors fees and expenses
|
|
|
116 |
|
|
|
Increase in accrued expenses and other liabilities
|
|
|
84 |
|
|
|
Increase in current taxes
|
|
|
1,626 |
|
|
|
Decrease in call options written
|
|
|
(201 |
) |
|
|
|
|
|
|
|
Net Cash Used in Operating Activities
|
|
|
(384,717 |
) |
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
Issuance of shares of common stock
|
|
|
81,000 |
|
|
|
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 shares of preferred stock and common stock
|
|
|
(4,678 |
) |
|
|
Cash distributions paid to preferred stockholders
|
|
|
(1,712 |
) |
|
|
Cash distributions paid to common stockholders
|
|
|
(24,940 |
) |
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
384,670 |
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(47 |
) |
CASH BEGINNING OF YEAR
|
|
|
47 |
|
|
|
|
|
CASH END OF YEAR
|
|
$ |
|
|
|
|
|
|
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 $25,265.
During fiscal year 2005, federal and state taxes paid were
$2,039 and interest paid was $6,631.
See accompanying notes to financial statements.
14
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share
amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period | |
|
|
For the Fiscal | |
|
September 28, 2004(1) | |
|
|
Year Ended | |
|
through | |
|
|
November 30, 2005 | |
|
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 |
)(3) |
|
|
|
|
|
Secondary issuance of common stock, net of underwriting
discounts and offering costs
|
|
|
0.11 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
23.99 |
|
|
|
23.70 |
|
|
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss)
|
|
|
(0.17 |
)(3) |
|
|
0.02 |
(4) |
|
|
Net realized and unrealized gain on investments, securities sold
short, options and interest rate swap contracts
|
|
|
2.80 |
(3) |
|
|
0.19 |
(4) |
|
|
|
|
|
|
|
|
|
Total income from investment operations
|
|
|
2.63 |
|
|
|
0.21 |
|
|
|
|
|
|
|
|
|
Dividends Preferred Stockholders
|
|
|
|
|
|
|
|
|
|
|
Dividends(5)
|
|
|
(0.05 |
)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/ Distributions Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
Dividends(5)
|
|
|
(0.13 |
) |
|
|
|
|
|
|
Distributions(5)
|
|
|
(1.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends/distributions Common Stockholders
|
|
|
(1.50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$ |
25.07 |
|
|
$ |
23.91 |
|
|
|
|
|
|
|
|
|
Per share of common stock market value, end of period
|
|
$ |
24.33 |
|
|
$ |
24.90 |
|
|
|
|
|
|
|
|
|
Total investment return based on common stock market
value(6)
|
|
|
3.66 |
% |
|
|
(0.40 |
)% |
|
|
|
|
|
|
|
Supplemental Data and Ratios
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end of period
|
|
$ |
932,090 |
|
|
$ |
792,836 |
|
|
Ratio of expenses to average net assets, including current and
deferred income tax expenses
|
|
|
8.73 |
%(7) |
|
|
4.73 |
%(7)(8) |
|
Ratio of expenses to average net assets, excluding current and
deferred income tax expense
|
|
|
2.32 |
%(7) |
|
|
1.20 |
%(7)(8) |
|
Ratio of expenses, excluding taxes and non-recurring
organizational expenses, to average net assets
|
|
|
2.32 |
% |
|
|
1.08 |
%(8) |
|
Ratio of expenses, excluding taxes and interest expenses, to
average net assets
|
|
|
1.52 |
% |
|
|
|
% |
|
Ratio of net investment income /(loss) to average net assets,
after taxes
|
|
|
(0.68 |
)% |
|
|
0.50 |
%(8) |
|
Net increase in net assets to common stockholders resulting from
operations to average net assets
|
|
|
10.09 |
% |
|
|
5.30 |
%(8) |
|
Portfolio turnover rate
|
|
|
25.59 |
%(9) |
|
|
11.78 |
%(9) |
|
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
|
|
$ |
6.99 |
|
|
|
|
|
|
Asset coverage, per $1,000 of principal amount of Auction Rate
Senior Notes Series A, B and C
|
|
|
487.34 |
% |
|
|
|
|
|
Asset coverage, per $25,000 of liquidation value per share of
Auction Rate Preferred Stock
|
|
|
378.24 |
% |
|
|
|
|
|
Average amount of borrowings outstanding per share of common
stock during the period
|
|
$ |
5.57 |
(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
34,077,731. |
(4) |
Information presented relates to a share of common stock
outstanding for the entire period. |
(5) |
The information presented in each of these items is a
characterization of a portion of the total dividends paid to
preferred stockholders and common stockholders for the fiscal
year ended November 30, 2005 (which was $1,712 and $50,205,
respectively) as either a dividend (ordinary income) or a
distribution (return of capital). This characterization is based
on the Companys earnings and profits. |
(6) |
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. |
(7) |
For the period from September 28, 2004 through
November 30, 2004, the Companys current income tax
expense was $763 and it accrued $3,755 in deferred taxes on its
unrealized gains and deferred tax benefit from organizational
expenses. For the fiscal year ended November 30, 2005, its
current tax expense was $3,669 and it accrued $52,179 in
deferred taxes on the Companys unrealized gains and
deferred tax expense from organizational expenses. |
(8) |
Ratios are annualized since period is less than one full year. |
(9) |
Not annualized for the period September 30, 2004 through
November 30, 2004. For fiscal year 2005 and for the period
from September 28, 2004 through November 30, 2004,
calculated based on the sales of long-term investments of
$263,296 and $16,880, respectively, divided by the average
long-term investment balance of $1,029,035 and $143,328,
respectively. |
See accompanying notes to financial statements.
15
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2005
(amounts in 000s, except share and per share
amounts)
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
materially from those estimates.
B. Calculation of Net Asset
Value The Fund 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 as to resale. 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
16
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
on the 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
Advisor) 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 stand 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 November 30, 2005, the Company held 37.3% of its net
assets (26.1% of total assets) applicable to common stockholders
in securities valued at fair value as determined pursuant to
procedures adopted by the Board of Directors, with an aggregate
cost of $325,781 and fair value of $347,669. Although these
securities may be resold in privately negotiated transactions
(subject to certain lock-up restrictions), 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
17
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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
or to hedge against 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. See Note 7 for more detail on options written.
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 fiscal year ended
November 30, 2005, the Company estimated that 90% of the
MLP distributions received would be treated as a return of
capital. The Company recorded as return of capital the amount of
$48,831 of dividends and distributions received from MLPs.
Included in this amount is an additional return of capital of
$404 attributable to MLP distributions received in fiscal 2004
based on the MLP tax reporting information received by the
Company in fiscal 2005. This resulted in an equivalent reduction
in the cost basis of the associated MLP investments. Net
Realized Gains and Net Change in Unrealized Gains in the
accompanying Statement of Operations were increased by $1,952
and $46,879, respectively, attributable to the recording of such
dividends and distributions as reductions in the cost basis of
investments. 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.
18
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
H. Dividends and Distributions
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 stockholders of the Companys Auction Rate Preferred
Stock, Series D are accrued on a daily basis and are
determined as described in Note 11. The Companys
dividends will be comprised of return of capital and ordinary
income, which is based on the earnings and profits 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. The Company informed its common stockholders in
January 2006 of the character of dividends paid during fiscal
year 2005. Prospectively, the Company will inform its common
stockholders of the character of dividends during that fiscal
year in January following such fiscal year.
I. Partnership Accounting
Policy The Company records its pro-rata share of
the income/(loss) and capital gains/(losses), to the extent of
dividends it has received, allocated from the underlying
partnerships and adjusts the cost of the underlying partnerships
accordingly. These amounts are included in the Companys
Statement of Operations.
J. 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 includes
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 (i) taxes
on unrealized gains/(losses), which are attributable to the
difference between fair market value and book basis and
(ii) 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 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 become
available.
K. 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 in the
Companys IPO. Offering costs (including underwriting
discount) related to the Companys two issuances of common
stock were charged to additional paid-in capital when the shares
were issued. Offering costs (including underwriting discount)
related to the issuance of Series D preferred stock were
charged to additional paid-in capital when the shares were
issued. Debt issuance costs (including underwriting discount)
related to the auction rate senior notes payable are being
capitalized and amortized over the period the notes are
outstanding.
L. 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
19
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.
M. 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 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 income paid to its
stockholders. 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 is derived from 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 equal to the basic management
fee or adjusted by the performance fee adjustment, all as
described below.
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,
adjusting 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 September 30, 2005 (the Initial
Period), on a quarterly fiscal basis the Company paid 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 are calculated and paid quarterly
beginning with the quarter ending November 30, 2005, using
a rolling 12-month
performance period. Management fees will be accrued monthly.
20
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 November 30, 2005, the Company
accrued management fees at an annual rate of 0.87% of total
assets (1.17% of net assets applicable to common stockholders)
based on the Companys investment performance for the
period December 1, 2004 through November 30, 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 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 fiscal year ended November 30, 2005, KA Associates,
Inc., an affiliate of the Adviser, earned approximately $12 in
brokerage commissions from portfolio transactions executed on
behalf of the Company.
Deferred income taxes reflect (i) taxes on unrealized
gains/(losses), which are attributable to the difference between
fair market value and book basis and (ii) 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. Components of the
Companys deferred tax assets and liabilities as of
November 30, 2005 are as follows:
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
Organizational costs
|
|
$ |
(45 |
) |
Deferred tax liabilities:
|
|
|
|
|
|
Unrealized gains on investment securities
|
|
|
37,371 |
|
|
Distributions received from MLPs return of capital
|
|
|
18,608 |
|
|
|
|
|
Total net deferred tax liability
|
|
$ |
55,934 |
|
|
|
|
|
At November 30, 2005, the Company did not record a
valuation allowance against its deferred tax assets.
The components of income tax expense include $50,903 and $4,945
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 November 30, 2005, the cost basis of investments for
Federal income tax purposes was $1,180,135 and the cash received
on securities sold short was $392. At November 30, 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)
|
|
$ |
156,222 |
|
Gross unrealized depreciation of investments (including
securities sold short)
|
|
|
(14,219 |
) |
|
|
|
|
Net unrealized appreciation before tax and interest rate swap
contracts
|
|
|
142,003 |
|
Unrealized appreciation on interest rate swap contracts
|
|
|
3,398 |
|
|
|
|
|
Net unrealized appreciation before tax
|
|
$ |
145,401 |
|
|
|
|
|
Net unrealized appreciation after tax
|
|
$ |
89,422 |
|
|
|
|
|
21
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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, and fair
value as of November 30, 2005, value per unit of such
securities, percent of net assets applicable to common
stockholders and percent of total assets which the securities
comprise.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number | |
|
|
|
|
|
|
|
|
|
Percent of | |
|
|
|
|
|
|
of Units | |
|
Acquisition | |
|
Cost | |
|
Fair Value | |
|
Value Per | |
|
Net | |
|
Percent of | |
Partnership |
|
Security |
|
(in 000s) | |
|
Date | |
|
(in 000s) | |
|
(000s) | |
|
Unit | |
|
Assets(1) | |
|
Total Assets | |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Clearwater Natural Resources, LP
|
|
Common Units(2) |
|
|
2,650 |
|
|
|
08/01/05 |
|
|
$ |
53,000 |
|
|
$ |
53,000 |
|
|
$ |
20.00 |
|
|
|
5.7 |
% |
|
|
4.0 |
% |
Copano Energy, L.L.C. |
|
Common Units(2) |
|
|
2,127 |
|
|
|
08/01/05 |
|
|
|
60,000 |
|
|
|
78,994 |
|
|
|
37.14 |
|
|
|
8.5 |
|
|
|
5.9 |
|
Crosstex Energy, L.P. |
|
Common Units(2) |
|
|
1,295 |
|
|
|
11/01/05 |
|
|
|
47,705 |
|
|
|
41,703 |
|
|
|
32.21 |
|
|
|
4.5 |
|
|
|
3.1 |
|
Crosstex Energy, L.P. |
|
Sr. Subordinated Units(2) |
|
|
1,047 |
|
|
|
06/24/05 |
|
|
|
35,026 |
|
|
|
34,005 |
|
|
|
32.48 |
|
|
|
3.6 |
|
|
|
2.6 |
|
Magellan Midstream Partners, L.P.
|
|
Subordinated Units |
|
|
3,478 |
|
|
|
04/13/05 |
|
|
|
100,050 |
|
|
|
109,960 |
|
|
|
31.61 |
|
|
|
11.8 |
|
|
|
8.3 |
|
Markwest Energy Partners, L.P.
|
|
Common Units(2) |
|
|
679 |
|
|
|
11/09/05 |
|
|
|
30,000 |
|
|
|
30,007 |
|
|
|
44.22 |
|
|
|
3.2 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
325,781 |
|
|
$ |
347,669 |
|
|
|
|
|
|
|
37.3 |
% |
|
|
26.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Applicable to common stockholders. |
|
(2) |
Unregistered security. |
Transactions in written options for the fiscal year ended
November 30, 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
|
Contracts | |
|
Premiums | |
Call Options Written |
|
(in 000s) | |
|
Received | |
|
|
| |
|
| |
Options outstanding at beginning of period
|
|
|
2 |
|
|
$ |
201 |
|
Options written
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(2 |
) |
|
|
(201 |
) |
|
|
|
|
|
|
|
Options outstanding at end of period
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
8. |
Investment Transactions |
For the fiscal year ended November 30, 2005, the Company
purchased and sold securities in the amount of $1,043,115 and
$263,296 (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 fiscal year ended
November 30, 2005, the average amount outstanding was
$13,233, with a weighted average interest rate of 3.87%. As of
November 30, 2005, the Company had no outstanding
borrowings on the revolving credit line. Any loans under this
line are repayable on demand by the lender at any time.
22
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
|
|
10. |
Auction Rate Senior Notes |
On March 28, 2005, the Company issued three series of
auction rate senior 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. 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.
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 November 30, 2005 were 4.21%, 4.18% and
4.24%, respectively. The weighted average interest rates for
Series A, Series B and Series C for the period
from March 28, 2005 through November 30, 2005, were
3.55%, 3.58% and 3.64%, 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 is seven
days, while Series C Notes reset every 28 days. The
Notes are not 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 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 November 30, 2005 was 4.35%. The
weighted average dividend rate for the period April 12,
2005 through November 30, 2005, was 3.77%. 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 any 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.
23
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
|
|
12. |
Interest Rate Swap Contracts |
The Company has entered into interest rate swap contracts to
partially 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 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 November 30,
2005, the Company has entered into nine interest rate swap
contracts with UBS AG as summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate | |
|
Floating Rate | |
|
|
|
Accrued | |
|
Total | |
|
|
Notional | |
|
Paid by the | |
|
Received by | |
|
Unrealized | |
|
Interest | |
|
Change in | |
Termination Date |
|
Amount | |
|
Company | |
|
the Company | |
|
Appreciation | |
|
Expense | |
|
Unrealized Value | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
03/25/08-05/09/12
|
|
$ |
250,000 |
|
|
|
4.12-4.65 |
% |
|
|
1-month U.S. |
|
|
$ |
3,442 |
|
|
$ |
(44 |
) |
|
$ |
3,398 |
|
|
|
|
|
|
|
|
|
|
|
|
Dollar LIBOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
At November 30, 2005, the weighted average duration of the
interest rate swap contracts was 4.1 years and the weighted
average fixed rate was 4.42%. 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 199,990,000 shares of common stock
authorized and 37,175,551 shares outstanding at
November 30, 2005. As of that date, Kayne Anderson owned
4,000 shares. Transactions in common shares for the fiscal
year ended November 30, 2005, were as follows:
|
|
|
|
|
Shares at November 30, 2004
|
|
|
33,165,900 |
|
Shares issued through reinvestment of distributions
|
|
|
1,009,651 |
|
Shares issued in connection with the secondary public offering
of common stock
|
|
|
3,000,000 |
|
|
|
|
|
Shares at November 30, 2005
|
|
|
37,175,551 |
|
|
|
|
|
On December 14, 2005, the Company announced the successful
completion of its $60,000 offering of Series E Auction Rate
Senior Notes (Series E Senior Notes). The
Series E Senior Notes are rated Aaa and
AAA by Moodys Investors Service, Inc. and
Fitch Ratings, respectively. The initial interest rate on the
Series E Senior Notes was 4.05%. The subsequent interest
rates for the Series E Notes will be determined at weekly
auctions.
On January 12, 2006, the Company paid a dividend to its
common stockholders in the amount of $0.425 per share, for
a total of $15,800. Of this total, pursuant to the
Companys dividend reinvestment plan, $6,627 was reinvested
into the Company for 263,620 newly issued shares of common stock.
24
KAYNE ANDERSON MLP INVESTMENT COMPANY
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Kayne Anderson MLP Investment Company:
In our opinion, the accompanying statement of assets and
liabilities, including the schedule of investments, and the
related statements of operations, changes in net assets
applicable to common stockholders and cash flows, and the
financial highlights present fairly, in all material respects,
the financial position of Kayne Anderson MLP Investment Company
(the Company) at November 30, 2005, and the
results of its operations for the year then ended and the
changes in its net assets applicable to common stockholders, its
cash flows and its financial highlights for the year then ended
and for the period September 30, 2004 (commencement of
operations) through November 30, 2004, in conformity with
accounting principles generally accepted in the United States of
America. These financial statements and financial highlights
(hereafter referred to as financial statements) are
the responsibility of the Companys management; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles
used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits, which included confirmation of
securities owned at November 30, 2005 by correspondence
with the custodian and brokers, provide a reasonable basis for
our opinion.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
January 27, 2006
25
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.
26
KAYNE ANDERSON MLP INVESTMENT COMPANY
DIVIDEND REINVESTMENT PLAN
(UNAUDITED)
Kayne Anderson MLP Investment Company, a Maryland corporation
(the Company), hereby adopts the following plan (the
Plan) with respect to distributions declared by its
Board of Directors (the Board) on shares of its
Common Stock:
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1. Unless a stockholder specifically elects to receive cash
as set forth below, all distributions hereafter declared by the
Board shall be payable in shares of the Common Stock of the
Company, and no action shall be required on such
stockholders part to receive a distribution in stock. |
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2. Such distributions shall be payable on such date or
dates as may be fixed from time to time by the Board to
stockholders of record at the close of business on the record
date(s) established by the Board for the distribution involved. |
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3. The Company may use newly-issued shares of its Common
Stock or purchase shares in the open market in connection with
the implementation of the plan. The number of shares to be
issued to a stockholder shall be determined as follows:
(a) If the Companys Common Stock is trading at or
above net asset value at the time of valuation, the Company will
issue new shares at a price equal to the greater of (i) the
Companys Common Stocks net asset value on that date
or (ii) 95% of the market price of the Companys
Common Stock on that date; (b) If the Companys Common
Stock is trading below net asset value at the time of valuation,
the Plan Administrator will receive the dividend or distribution
in cash and will purchase Common Stock in the open market, on
the New York Stock Exchange or elsewhere, for the
Participants accounts, except that the Plan Administrator
will endeavor to terminate purchases in the open market and
cause the Company to issue the remaining shares if, following
the commencement of the purchases, the market value of the
shares, including brokerage commissions, exceeds the net asset
value at the time of valuation. These remaining shares will be
issued by the Company at a price equal to the greater of
(i) the net asset value at the time of valuation or
(ii) 95% of the then current market price. |
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4. In a case where the Plan Administrator has terminated
open market purchases and caused the issuance of remaining
shares by the Company, the number of shares received by the
participant in respect of the cash dividend or distribution will
be based on the weighted average of prices paid for shares
purchased in the open market, including brokerage commissions,
and the price at which the Company issues remaining shares. To
the extent that the Plan Administrator is unable to terminate
purchases in the open market before the Plan Administrator has
completed its purchases, or remaining shares cannot be issued by
the Company because the Company declared a dividend or
distribution payable only in cash, and the market price exceeds
the net asset value of the shares, the average share purchase
price paid by the Plan Administrator may exceed the net asset
value of the shares, resulting in the acquisition of fewer
shares than if the dividend or distribution had been paid in
shares issued by the Company. |
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5. A stockholder may, however, elect to receive his or its
distributions in cash. To exercise this option, such stockholder
shall notify American Stock Transfer & Trust Company,
the plan administrator and the Companys transfer agent and
registrar (collectively the Plan Administrator), in
writing so that such notice is received by the Plan
Administrator no later than the record date fixed by the Board
for the distribution involved. |
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6. The Plan Administrator will set up an account for shares
acquired pursuant to the Plan for each stockholder who has not
so elected to receive dividends and distributions in cash (each,
a Participant). The Plan Administrator may hold each
Participants shares, together with the shares of other
Participants, in non-certificated form in the Plan
Administrators name or that of its nominee. Upon request
by a Participant, received no later than three (3) days
prior to the payable date, the Plan Administrator will, instead
of crediting shares to and/or carrying shares in a
Participants account, issue, without charge to the
Participant, a certificate registered in the Participants
name for the number of whole shares payable to the Participant
and a check for any fractional share less a broker commission on
the sale of such fractional shares. If a request to terminate a
Participants participation in the Plan is received less
than three (3) days before the payable date, dividends and
distributions for that payable date will be reinvested. However,
subsequent dividends and distributions will be paid to the
Participant in cash. |
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7. The Plan Administrator will confirm to each Participant
each acquisition made pursuant to the Plan as soon as
practicable but not later than 10 business days after the date
thereof. Although each Participant may from time to time have an
undivided fractional interest (computed to three decimal places)
in a share of |
27
KAYNE ANDERSON MLP INVESTMENT COMPANY
DIVIDEND REINVESTMENT PLAN (CONCLUDED)
(UNAUDITED)
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Common Stock of the Company, no certificates for a fractional
share will be issued. However, dividends and distributions on
fractional shares will be credited to each Participants
account. In the event of termination of a Participants
account under the Plan, the Plan Administrator will adjust for
any such undivided fractional interest in cash at the market
value of the Companys shares at the time of termination. |
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8. The Plan Administrator will forward to each Participant
any Company related proxy solicitation materials and each
Company report or other communication to stockholders, and will
vote any shares held by it under the Plan in accordance with the
instructions set forth on proxies returned by Participants to
the Company. |
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9. In the event that the Company makes available to its
stockholders rights to purchase additional shares or other
securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares
held by the Participant in certificated form in calculating the
number of rights to be issued to the Participant. |
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10. The Plan Administrators service fee, if any, and
expenses for administering the Plan will be paid for by the
Company. |
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11. Each Participant may terminate his or its account under
the Plan by so notifying the Plan Administrator via the Plan
Administrators website at www.amstock.com, by filling out
the transaction request form located at the bottom of the
Participants Statement and sending it to American Stock
Transfer and Trust Company, P.O. Box 922, Wall Street
Station, New York, NY 10269-0560 or by calling the Plan
Administrator at (888) 888-0317. Such termination will be
effective immediately. The Plan may be terminated by the Company
upon notice in writing mailed to each Participant at least
30 days prior to any record date for the payment of any
dividend or distribution by the Company. Upon any termination,
the Plan Administrator will cause a certificate or certificates
to be issued for the full shares held for the Participant under
the Plan and a cash adjustment for any fractional share to be
delivered to the Participant without charge to the Participant.
If a Participant elects by his or its written notice to the Plan
Administrator in advance of termination to have the Plan
Administrator sell part or all of his or its shares and remit
the proceeds to the Participant, the Plan Administrator is
authorized to deduct a $15.00 transaction fee plus a
$0.10 per share brokerage commission from the proceeds. |
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12. These terms and conditions may be amended or
supplemented by the Company at any time but, except when
necessary or appropriate to comply with applicable law or the
rules or policies of the Securities and Exchange Commission or
any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days
prior to the effective date thereof. The amendment or supplement
shall be deemed to be accepted by each Participant unless, prior
to the effective date thereof, the Plan Administrator receives
written notice of the termination of his or its account under
the Plan. Any such amendment may include an appointment by the
Plan Administrator in its place and stead of a successor agent
under these terms and conditions, with full power and authority
to perform all or any of the acts to be performed by the Plan
Administrator under these terms and conditions. Upon any such
appointment of any agent for the purpose of receiving dividends
and distributions, the Company will be authorized to pay to such
successor agent, for each Participants account, all
dividends and distributions payable on shares of the Company
held in the Participants name or under the Plan for
retention or application by such successor agent as provided in
these terms and conditions. |
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13. The Plan Administrator will at all times act in good
faith and use its best efforts within reasonable limits to
ensure its full and timely performance of all services to be
performed by it under this Plan and to comply with applicable
law, but assumes no responsibility and shall not be liable for
loss or damage due to errors unless such error is caused by the
Plan Administrators negligence, bad faith, or willful
misconduct or that of its employees or agents. |
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14. These terms and conditions shall be governed by the
laws of the State of Maryland. |
Adopted: September 27, 2004
Amended: December 13, 2005
28
KAYNE ANDERSON MLP INVESTMENT COMPANY
INFORMATION CONCERNING DIRECTORS AND OFFICERS
(UNAUDITED)
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Position(s) | |
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Other Directorships |
Name, Address | |
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Held with | |
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Term of Office/ | |
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Principal Occupations |
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Held by |
(Year Born) | |
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Registrant | |
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Time of Service | |
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During Past Five Years |
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Director/Officer |
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Independent Directors(1) |
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Anne K. Costin c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1950) |
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Director |
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3-year term/served since July 2004 |
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Ms. Costin is currently an Adjunct Professor in the Finance and
Economics Department of Columbia University Graduate School of
Business in New York City. As of March 1, 2005,
Ms. Costin retired after a 28-year career at Citigroup.
From July 2003 to her retirement, she held the position of
Managing Director, and for the three years prior to
July 2003 she held the position of Managing Director and
Global Deputy Head of the Project & Structured Trade
Finance product group within Citigroups Investment Banking
Division. |
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Kayne Anderson Energy Total Return Fund, Inc. |
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Steven C. Good c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1942) |
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Director |
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2-year term/served since July 2004 |
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Mr. Good is a senior partner at Good Swartz Brown &
Berns LLP, which offers accounting, tax and business advisory
services to middle market private and publicly-traded companies,
their owners and their management. Mr. Good founded Block,
Good and Gagerman in 1976, which later evolved in stages into
Good Swartz Brown & Berns LLP. |
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Kayne Anderson Energy Total Return Fund, Inc.; Arden Realty,
Inc.; OSI Systems, Inc.; and Big Dog Holdings, Inc. |
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Gerald I. Isenberg c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1940) |
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Director |
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3-year term/served since May 2005 |
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Since 1995, Mr. Isenberg has served as a Professor at the
University of Southern California School of Cinema-Television.
Since 2004 he has been a member of the board of trustees of
Partners for Development, a non-governmental organization
dedicated to developmental work in third-world countries. From
1998 to 2002, Mr. Isenberg was a board member of Kayne
Anderson Rudnick Mutual Funds
(2).
From 1989 to 1995, he was President of Hearst Entertainment
Productions, a producer of television movies and programming for
major broadcast and cable networks. |
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Kayne Anderson Energy Total Return Fund, Inc; Partners for
Development |
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Terrence J. Quinn c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1951) |
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Director |
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3-year term/served since July 2004 |
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Mr. Quinn is President of Private Equity Capital Corp. and
Chairman of the Healthcare Group of Triton Pacific Capital
Partners, LLC, private equity investment firms. From 2000 to
2003, Mr. Quinn was a co-founder and managing partner of
MTS Health Partners, a private merchant bank providing services
to publicly traded and privately held small to mid-sized
companies in the healthcare industry. |
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Kayne Anderson Energy Total Return Fund, Inc.; Safe Sedation,
Inc.; Imperial Headware |
29
KAYNE ANDERSON MLP INVESTMENT COMPANY
INFORMATION CONCERNING DIRECTORS AND
OFFICERS (CONTINUED)
(UNAUDITED)
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Position(s) | |
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Other Directorships |
Name, Address | |
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Held with | |
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Term of Office/ | |
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Principal Occupations |
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Held by |
(Year Born) | |
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Registrant | |
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Time of Service | |
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During Past Five Years |
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Director/Officer |
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Interested Director(1) and Officers |
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Kevin S. McCarthy(3) c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1959) |
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Director; Chief Executive Officer; President |
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2-year term as a Director/ elected annually as an officer/ served since July 2004 |
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Mr. McCarthy has served as the Chief Executive Officer of Kayne
Anderson MLP Investment Company since July 2004 and as a Senior
Managing Director of Kayne Anderson since June 2004. Prior to
that, Mr. McCarthy was at UBS Securities LLC where he was
Global Head of Energy. In this role, he had senior
responsibility for all of UBS energy investment banking
activities, including direct responsibility for securities
underwriting and mergers and acquisitions in the MLP industry.
From 1995 to 2000, Mr. McCarthy led the energy investment
banking activities of Dean Witter Reynolds and then PaineWebber
Incorporated. |
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Kayne Anderson Energy Total Return Fund, Inc.; Range Resources
Corporation; Clearwater Natural Resources, L.L.C. |
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Terry A. Hart c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1969) |
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Chief Financial Officer |
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Elected annually/ served since December 2005 |
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Mr. Hart has served as the Chief Financial Officer of Kayne
Anderson MLP Investment Company since December 2005. Prior to
that, Mr. Hart was with Dynegy, Inc. since its merger with
Illinova Corp. in early 2000, where he served as the Director of
Structured Finance, Assistant Treasurer and most recently as
Senior Vice President and Controller. |
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None |
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David J. Shladovsky c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1960) |
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Secretary |
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Elected annually/ served since inception |
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Mr. Shladovsky has served as the Secretary and Chief Compliance
Officer of Kayne Anderson MLP Investment Company since September
2004. Mr. Shladovsky has served as a Managing Director and
General Counsel of Kayne Anderson since 1997. |
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None |
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J.C. Frey c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1968) |
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Vice President, Assistant Treasurer, Assistant Secretary |
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Elected annually/ served since June 2005 |
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Mr. Frey has served as a Senior Managing Director of Kayne
Anderson since 2004, and as a Managing Director since 2001.
Mr. Frey has served as a Portfolio Manager of Kayne
Anderson since 2000 and of Kayne Anderson MLP Investment Company
since 2004. From 1998 to 2000, Mr. Frey was a Research
Analyst at Kayne Anderson. |
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None |
30
KAYNE ANDERSON MLP INVESTMENT COMPANY
INFORMATION CONCERNING DIRECTORS AND
OFFICERS (CONCLUDED)
(UNAUDITED)
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Position(s) | |
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Other Directorships |
Name, Address | |
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Held with | |
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Term of Office/ | |
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Principal Occupations |
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Held by |
(Year Born) | |
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Registrant | |
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Time of Service | |
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During Past Five Years |
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Director/Officer |
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James C. Baker c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1972) |
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Vice President |
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Elected annually/ served since June 2005 |
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Mr. Baker has been a Managing Director of Kayne Anderson since
December 2004. From April 2004 to December 2004, he was a
Director in Planning and Analysis at El Paso Corporation.
Prior to that, Mr. Baker worked in the energy investment
banking group at UBS Securities LLC as a Director from 2002 to
2004 and as an Associate Director from 2000 to 2002. Prior to
joining UBS in 2000, Mr. Baker was an Associate in the
energy investment banking group at PaineWebber Incorporated. |
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None |
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(1) |
Each Director oversees two funds in the fund complex. |
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(2) |
The investment adviser to the Kayne Anderson Rudnick Mutual
Funds, Kayne Anderson Rudnick Investment Management, LLC, may be
deemed an affiliate of Kayne Anderson. |
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(3) |
Mr. McCarthy is an interested person of Kayne
Anderson MLP Investment Company by virtue of his employment
relationship with Kayne Anderson, investment adviser of the
Company. |
Additional information regarding the Companys directors is
contained in the Companys Statement of Additional
Information, the most recent version of which can be found on
the Companys website at http://www.kaynemlp.com or
is available without charge, upon request, by calling
(877) 657-3863/MLP-FUND.
31
KAYNE ANDERSON MLP INVESTMENT COMPANY
ANNUAL CERTIFICATION
(UNAUDITED)
The Companys Chief Executive Officer has filed an annual
certification with the NYSE that, as of the date of the
certification, he was unaware of any violation by the Company of
the NYSEs corporate governance listing standards.
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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without charge, upon request, by calling
(877) 657-3863/MLP-FUND; |
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on the Companys website, http://www.kaynemlp.com; or |
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on the website of the Securities and Exchange Commission,
http://www.sec.gov. |
Information regarding how the Company voted proxies relating to
portfolio securities during the most recent
12-month period ended
June 30 is available without charge, upon request, by
calling
(877) 657-3863/MLP-FUND,
and on the SECs website at http://www.sec.gov (see
Form N-PX).
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. The
Company also makes its Forms
N-Q available on its
website at http://www.kaynemlp.com.
32
Directors and Corporate Officers
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Kevin S. McCarthy
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Chairman of the Board of Directors, President
and Chief Executive Officer |
Anne K. Costin
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Director |
Steven C. Good
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Director |
Gerald I. Isenberg
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Director |
Terrence J. Quinn
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Director |
Terry A. Hart
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Chief Financial Officer |
David J. Shladovsky
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Secretary and Chief Compliance Officer |
J.C. Frey
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Vice President, Assistant Secretary and Assistant
Treasurer |
James C. Baker
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Vice President |
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Investment Adviser
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Administrator |
Kayne Anderson Capital Advisors, L.P.
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Bear Stearns Funds Management Inc. |
1800 Avenue of the Stars, Second Floor
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383 Madison Avenue |
Los Angeles, CA 90067
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New York, NY 10179 |
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1100 Louisiana Street, Suite 4550
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Stock Transfer Agent and Registrar |
Houston, TX 77002
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American Stock Transfer & Trust Company |
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59 Maiden Lane |
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New York, NY 10038 |
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Custodian
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Independent Registered Public Accounting Firm |
Custodial Trust Company
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PricewaterhouseCoopers LLP |
101 Carnegie Center
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350 South Grand Avenue |
Princeton, NJ 08540
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Los Angeles, CA 90071 |
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Legal Counsel |
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Paul, Hastings, Janofsky & Walker LLP |
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55 Second Street, 24th Floor |
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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. It is not a prospectus, circular or representation
intended for use in the purchase or sale of shares of the Fund or of any securities mentioned
in this report.
Item 2. Code of Ethics.
(a) As of the end of the period covered by this report, the Registrant has adopted a code of ethics
that applies to the Registrants principal executive officer, principal accounting officer, and
persons performing similar functions.
(c) and
(d). During the period covered by this report, there was no amendment to, and no waiver granted from, any provision of the
code of ethics that applies to the Registrants principal executive officer, principal accounting officer, and
persons performing similar functions.
(f)(1) Pursuant to Item 12(a), the Registrant is attaching as an exhibit (EX-99.CODE ETH) a copy of
its code of ethics that applies to its principal executive officer, principal financial officer,
and persons performing similar functions.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrants board of directors has determined that the Registrant has two audit
committee financial experts serving on its audit committee.
(a)(2) The audit committee financial experts are Steven C. Good and Terrence J. Quinn. Mr. Good and
Mr. Quinn are independent for purposes of this Item.
Item 4. Principal Accountant Fees and Services.
(a) through (d). The information in the table below is provided for services rendered to the
registrant by its independent registered public accounting firm, PricewaterhouseCoopers LLP, during
the Registrants (a) last fiscal year ended November 30, 2005, and (b) initial fiscal period ended
November 30, 2004.
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2005 |
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2004 |
Audit
Fees |
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$ |
197,000 |
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$ |
85,000 |
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Audit-related
Fees |
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0 |
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0 |
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Tax |
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149,000 |
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23,000 |
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Other |
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0 |
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0 |
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Total |
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$ |
346,000 |
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$ |
108,000 |
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(e)(1) Audit Committee Pre-Approval Policies and Procedures.
Before the auditor is (i) engaged by the Registrant to render audit, audit related or
permissible non-audit services to the Registrant or (ii) with respect to non-audit services to be
provided by the auditor to the Registrants investment adviser or any entity in the investment
Registrant complex, if the nature of the services provided relate directly to the operations or
financial reporting of the Registrant, either: (a) the Audit Committee shall pre-approve such
engagement; or (b) such engagement shall be entered into pursuant to pre-approval policies and
procedures established by the Audit Committee. Any such policies and procedures must be detailed as
to the particular service and not involve any delegation of the Audit Committees responsibilities
to the Registrants investment adviser. The Audit Committee may delegate to one or more of its
members the authority to grant pre-approvals. The pre-approval policies and procedures shall
include the requirement that the decisions of any member to whom authority is delegated under this
provision shall be presented to the full Audit Committee at its next scheduled meeting. Under
certain limited circumstances, pre-approvals are not required if certain de minimis thresholds are
not exceeded, as such thresholds are set forth by the Audit Committee and in accordance with
applicable SEC rules and regulations.
(e)(2) None of the services provided to the Registrant described in paragraphs (b)-(d) of Item 4
were pre-approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees billed by PricewaterhouseCoopers LLP for services rendered to the
Registrant for each of the last two fiscal years were $149,000 for the fiscal year ended November
30, 2005 and $23,000 for the initial fiscal year ended November 30, 2004. There were no non-audit
fees billed by PricewaterhouseCoopers LLP for services rendered to the Registrants investment
advisor (not including any sub-advisor whose role is primarily portfolio management and is
subcontracted with or overseen by another investment advisor) or any entity controlling, controlled
by, or under common control with the investment advisor that provides ongoing services to the
Registrant for each of the last two fiscal years.
(h) No disclosures are required by this Item 4(h).
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing audit committee established in accordance
with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. Steven C. Good
(Chair), Terrence J. Quinn and Gerald I. Isenberg are the members of the Registrants audit
committee.
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.
The Registrant has delegated the voting of proxies relating to its voting securities to its
investment adviser, Kayne Anderson Capital Advisors, L.P. (the Adviser). The respective Proxy
Voting Policies and Procedures of the Registrant and the Adviser are attached as Exhibit 99.VOTEREG
and Exhibit 99.VOTEADV hereto.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not Yet Applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
None.
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)(1) Code of Ethics attached as EX-99.CODE ETH.
(a)(2) Separate certifications of Principal Executive and Financial Officers pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 attached as EX-99.CERT.
(b) Certification of Principal Executive and Financial Officers pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 furnished as EX-99.906 CERT.
(99) Proxy Voting Policies of the Registrant attached as EX-99.VOTEREG.
(99) Proxy Voting Policies of the Adviser attached as EX-99.VOTEADV.
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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By:
Date:
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/S/ TERRY A. HART
February 8, 2006
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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:
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/S/ KEVIN S. MCCARTHY
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Date: February 8, 2006 |
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By:
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/S/ TERRY A. HART
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Date: February 8, 2006 |
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