nvcsrs
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21593
Kayne Anderson MLP Investment Company
(Exact name of registrant as specified in charter)
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1800 Avenue of the Stars, Second Floor, Los Angeles, California
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90067 |
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(Address of principal executive offices)
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(Zip code) |
David Shladovsky, Esq.
KA Fund Advisors, LLC, 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, 2008
Date of reporting period: May 31, 2008
Form N-CSR is to be used by management investment companies to file reports with the
Commission not later than 10 days after the transmission to stockholders of any report that is
required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of
1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the
Commission will make this information public. A registrant is not required to respond to the
collection of information contained in Form N-CSR unless the Form displays a currently valid Office
of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of
the information collection
burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange
Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection
of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The report of Kayne Anderson MLP Investment Company (the Registrant) to stockholders for the
semi-annual period ended May 31, 2008 is attached below.
CONTENTS
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Page
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Portfolio Summary
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1
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Schedule of Investments
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2
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Statement of Assets and Liabilities
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6
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Statement of Operations
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7
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Statement of Changes in Net Assets Applicable to Common
Stockholders
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8
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Statement of Cash Flows
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9
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Financial Highlights
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10
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Notes to Financial Statements
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13
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Privacy Policy Notice
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25
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Proxy Voting and Portfolio Holdings Information
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26
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Results of Annual Meeting of Stockholders
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26
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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 materially differ from the
Companys historical experience and its present
expectations or projections indicated in any forward-looking
statements. 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
update or revise any forward-looking statements made herein.
There is no assurance that the Companys investment
objectives will be attained.
Portfolio
Investments by Category*
* As a percentage of total investments.
Top 10
Holdings by Issuer
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Percent of
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Holding
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Sector
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Total Investments
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1.
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Energy Transfer Partners, L.P.
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Midstream MLP
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9.0
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%
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2.
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Enterprise Products Partners L.P.
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Midstream MLP
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7.6
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3.
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Plains All American Pipeline, L.P.
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Midstream MLP
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7.5
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4.
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Kinder Morgan Management, LLC
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Midstream MLP
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7.4
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5.
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Magellan Midstream Partners, L.P.
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Midstream MLP
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6.6
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6.
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Copano Energy, L.L.C.
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Midstream MLP
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6.5
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7.
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Crosstex Energy, L.P.
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Midstream MLP
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4.5
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8.
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Inergy, L.P.
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Propane MLP
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4.0
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9.
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MarkWest Energy Partners, L.P.
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Midstream MLP
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3.9
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10.
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Enbridge Energy Partners, L.P.
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Midstream MLP
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3.5
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1
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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 165.3%
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Equity Investments(a) 164.7%
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Midstream MLP(b) 126.7%
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Atlas Pipeline Partners, L.P.
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484
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$
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19,885
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Boardwalk Pipeline Partners, LP
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471
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12,589
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Copano Energy, L.L.C.
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3,429
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126,374
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Copano Energy, L.L.C. Unregistered,
Class E Units(c)(d)
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157
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5,317
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Crosstex Energy, L.P.
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2,963
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90,938
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DCP Midstream Partners, LP
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176
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5,455
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Duncan Energy Partners L.P.
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193
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3,877
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Eagle Rock Energy Partners, L.P.
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201
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3,487
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El Paso Pipeline Partners, L.P.
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774
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17,680
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Enbridge Energy Management, L.L.C.(e)
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665
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35,392
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Enbridge Energy Partners L.P.
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1,413
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71,056
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Energy Transfer Partners, L.P.
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3,752
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181,416
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Enterprise Products Partners L.P.
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5,079
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153,732
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Global Partners LP(f)
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1,452
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27,401
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Hiland Partners, LP
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162
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8,093
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Holly Energy Partners, L.P.
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184
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8,344
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Kinder Morgan Management, LLC(e)
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2,718
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149,880
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Magellan Midstream Partners, L.P.
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3,420
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132,501
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MarkWest Energy Partners, L.P.
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2,187
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78,859
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Martin Midstream Partners L.P.
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315
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10,876
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NuStar Energy L.P.
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397
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19,445
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ONEOK Partners, L.P.
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875
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53,698
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Plains All American Pipeline, L.P.(g)
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3,112
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152,041
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Regency Energy Partners LP
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1,949
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52,649
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SemGroup Energy Partners, L.P.
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208
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5,663
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Spectra Energy Partners, LP
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272
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6,727
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Sunoco Logistics Partners L.P.
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52
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2,700
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Targa Resources Partners LP
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427
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11,329
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TC PipeLines, LP
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1,246
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44,051
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TEPPCO Partners, L.P.
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677
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24,114
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Western Gas Partners LP(d)
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678
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11,363
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Williams Partners L.P.
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453
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16,169
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Williams Pipeline Partners L.P.
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278
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5,113
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1,548,214
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Propane MLP 7.7%
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Ferrellgas Partners, L.P.
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587
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12,995
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Inergy, L.P.
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2,875
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80,825
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93,820
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See accompanying notes to financial statements.
2
KAYNE
ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS (CONTINUED)
MAY 31, 2008
(amounts in 000s)
(UNAUDITED)
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No. of
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Description
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Shares/Units
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Value
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Shipping MLP 2.3%
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Capital Product Partners L.P.
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121
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$
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2,453
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K-Sea Transportation Partners L.P.
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192
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6,680
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Navios Maritime Partners L.P.
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8
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114
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OSG America L.P.
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252
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3,777
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Teekay LNG Partners L.P.
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302
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8,844
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Teekay Offshore Partners L.P.
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254
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5,836
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27,704
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Coal MLP 6.3%
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Alliance Resource Partners L.P.
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75
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3,428
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Clearwater Natural Resources, LP Unregistered,
Deferred Participation Units(c)(h)(i)(j)
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41
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275
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Clearwater Natural Resources,
LP Unregistered(c)(h)(i)
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3,889
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52,500
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Natural Resource Partners L.P.
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190
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7,474
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Penn Virginia Resource Partners, L.P.
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517
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14,049
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77,726
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Upstream MLP(b) 10.7%
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Atlas Energy Resources, LLC
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1,599
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65,494
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BreitBurn Energy Partners L.P.
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1,982
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42,619
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Constellation Energy Partners LLC
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912
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18,500
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Dorchester Minerals, L.P.
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14
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394
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Legacy Reserves LP
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57
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1,322
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Pioneer Southwest Energy Partners, L.P.(d)
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151
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2,924
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131,253
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MLP Affiliates(b) 8.3%
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Alliance Holdings GP LP
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37
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1,020
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Atlas Pipeline Holdings, L.P.
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76
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2,243
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Buckeye GP Holdings L.P.
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173
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4,305
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CNR GP Holdco, LLC Unregistered(c)(h)(i)(k)
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N/A
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8,935
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Energy Transfer Equity, L.P.
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328
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10,658
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Enterprise GP Holdings L.P.
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1,239
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39,443
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Hiland Holdings GP, LP
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140
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3,771
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Inergy Holdings GP
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98
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3,901
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Magellan Midstream Holdings, L.P.
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1,098
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26,895
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101,171
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Other MLP 2.7%
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Calumet Specialty Products Partners, L.P.
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652
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10,334
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Exterran Partners, L.P.
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702
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22,353
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32,687
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Total Equity Investments
(Cost $1,429,220)
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2,012,575
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See accompanying notes to financial statements.
3
KAYNE
ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS (CONTINUED)
MAY 31, 2008
(amounts in 000s)
(UNAUDITED)
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Interest
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Maturity
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Principal
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Rate
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Date
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Amount
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Value
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Fixed Income Investment 0.6%
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Coal MLP 0.6%
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Clearwater Natural Resources, LP(c)(h)
(Cost $7,460)
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(l)
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12/03/09
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$
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7,438
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$
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7,438
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Total Long-Term Investments (Cost $1,436,680)
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2,020,013
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Short-Term Investment 0.0%
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Repurchase Agreement 0.0%
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Bear, Stearns & Co. Inc. (Agreement dated 5/30/08 to
be repurchased at $307), collateralized by $319 in U.S. Treasury
Bonds (Cost $307)
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2.150%
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6/02/08
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307
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Total Investments 165.3% (Cost
$1,436,987)
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2,020,320
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Liabilities
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Auction Rate Senior Notes
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(505,000
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Deferred Taxes
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(214,617
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)
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Revolving Credit Facility
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(2,000
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)
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Other Liabilities
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(10,516
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)
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Unrealized Depreciation on Interest Rate Swap Contracts
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(3,902
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)
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Total Liabilities
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(736,035
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)
|
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Unrealized Appreciation on Interest Rate Swap Contracts
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462
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Income Tax Receivable
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|
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1,161
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Other Assets
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|
11,418
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|
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Total Liabilities in Excess of Other Assets
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(722,994
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)
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Preferred Stock at Redemption Value
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(75,000
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)
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Net Assets Applicable to Common Stockholders
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$
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1,222,326
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(a) |
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Unless otherwise noted, equity investments are common
units/common shares. |
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(b) |
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Includes Limited Liability Companies. |
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(c) |
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Fair valued securities, restricted from public sale (See
Notes 2, 3 and 7). |
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(d) |
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Security is currently not paying cash distributions but is
expected to pay cash distributions or convert to securities
which pay cash distributions within the next 12 months. |
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(e) |
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Distributions are paid in-kind. |
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(f) |
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Security or a portion thereof is segregated as collateral on
interest rate swap contracts. |
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(g) |
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The Company believes that it is an affiliate of Plains All
American, L.P. (See Note 5 Agreements and
Affiliations). |
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(h) |
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Clearwater Natural Resources, LP is a privately-held MLP that
the Company believes is a controlled affiliate (See
Note 5 Agreements and Affiliations). |
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(i) |
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Security is non-income producing. |
See accompanying notes to financial statements.
4
KAYNE
ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS (CONCLUDED)
MAY 31, 2008
(UNAUDITED)
|
|
|
(j) |
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Holders of Clearwater Natural Resources, LPs deferred
participation units are entitled to receive a portion of value
realized in a sale or initial public offering by certain of the
Partnerships common unitholders. |
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(k) |
|
CNR GP Holdco, LLC is the general partner of Clearwater Natural
Resources, LP. The Company owns 83.7% of CNR GP Holdco, LLC and
believes it is a controlled affiliate (See
Note 5 Agreements and Affiliations). |
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(l) |
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Floating rate unsecured working capital term loan. Interest is
paid-in kind at a rate of the higher of one year LIBOR or 4.75%
plus 900 basis points (13.75% as of May 31, 2008). |
See accompanying notes to financial statements.
5
(amounts in 000s, except share and per share
amounts)
(UNAUDITED)
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ASSETS
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Investments at fair value:
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Non-affiliated (Cost $1,247,724)
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$
|
1,798,824
|
|
Affiliated (Cost $107,570)
|
|
|
152,041
|
|
Controlled (Cost $81,386)
|
|
|
69,148
|
|
Repurchase agreement (Cost $307)
|
|
|
307
|
|
|
|
|
|
|
Total investments (Cost $1,436,987)
|
|
|
2,020,320
|
|
Deposits with brokers
|
|
|
249
|
|
Receivable for securities sold
|
|
|
4,889
|
|
Interest, dividends and distributions receivable
|
|
|
286
|
|
Income tax receivable
|
|
|
1,161
|
|
Deferred debt issuance costs and other, net
|
|
|
5,994
|
|
Unrealized appreciation on interest rate swap contracts
|
|
|
462
|
|
|
|
|
|
|
Total Assets
|
|
|
2,033,361
|
|
|
|
|
|
|
|
LIABILITIES
|
Investment management fee payable
|
|
|
7,023
|
|
Payable for securities purchased
|
|
|
2,115
|
|
Revolving credit facility
|
|
|
2,000
|
|
Accrued directors fees and expenses
|
|
|
51
|
|
Accrued expenses and other liabilities
|
|
|
1,327
|
|
Deferred tax liability
|
|
|
214,617
|
|
Unrealized depreciation on interest rate swap contracts
|
|
|
3,902
|
|
|
|
|
|
|
Total Liabilities before Senior Notes
|
|
|
231,035
|
|
|
|
|
|
|
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
|
|
Series E, due December 21, 2045
|
|
|
60,000
|
|
Series F, due July 9, 2047
|
|
|
185,000
|
|
|
|
|
|
|
Total Senior Notes
|
|
|
505,000
|
|
|
|
|
|
|
Total Liabilities
|
|
|
736,035
|
|
|
|
|
|
|
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
|
|
$
|
1,222,326
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF
|
|
|
|
|
Common stock, $0.001 par value (43,648,755 shares
issued and outstanding, 199,990,000 shares authorized)
|
|
$
|
44
|
|
Paid-in capital
|
|
|
867,150
|
|
Accumulated net investment loss, net of income taxes less
dividends
|
|
|
(88,485
|
)
|
Accumulated realized gains on investments and interest rate swap
contracts, net of income taxes
|
|
|
79,227
|
|
Net unrealized gains on investments and interest rate swap
contracts, net of income taxes
|
|
|
364,390
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
$
|
1,222,326
|
|
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE
|
|
|
$28.00
|
|
|
|
|
|
|
See accompanying notes to financial statements.
6
KAYNE
ANDERSON MLP INVESTMENT COMPANY
FOR THE SIX MONTHS ENDED MAY 31, 2008
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
INVESTMENT INCOME
|
|
|
|
|
Income
|
|
|
|
|
Dividends and distributions:
|
|
|
|
|
Non-affiliated investments
|
|
$
|
58,038
|
|
Affiliated investment
|
|
|
5,337
|
|
|
|
|
|
|
Total dividends and distributions
|
|
|
63,375
|
|
Return of capital
|
|
|
(56,803
|
)
|
|
|
|
|
|
Net dividends and distributions
|
|
|
6,572
|
|
Interest:
|
|
|
|
|
Non-affiliated investments
|
|
|
63
|
|
Controlled investment
|
|
|
265
|
|
|
|
|
|
|
Total interest
|
|
|
328
|
|
|
|
|
|
|
Total Investment Income
|
|
|
6,900
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
Investment management fees
|
|
|
14,347
|
|
Administration fees
|
|
|
462
|
|
Professional fees
|
|
|
449
|
|
Custodian fees
|
|
|
123
|
|
Reports to stockholders
|
|
|
115
|
|
Directors fees
|
|
|
99
|
|
Insurance
|
|
|
90
|
|
Other expenses
|
|
|
262
|
|
|
|
|
|
|
Total Expenses Before Interest Expense, Auction
Agent Fees and Taxes
|
|
|
15,947
|
|
Interest expense
|
|
|
15,676
|
|
Auction agent fees
|
|
|
740
|
|
|
|
|
|
|
Total Expenses Before Taxes
|
|
|
32,363
|
|
|
|
|
|
|
Net Investment Loss Before Taxes
|
|
|
(25,463
|
)
|
Deferred tax benefit
|
|
|
9,421
|
|
|
|
|
|
|
Net Investment Loss
|
|
|
(16,042
|
)
|
|
|
|
|
|
REALIZED AND UNREALIZED GAINS/(LOSSES)
|
|
|
|
|
Net Realized Gains/(Losses)
|
|
|
|
|
Investments
|
|
|
16,543
|
|
Payments on interest rate swap contracts
|
|
|
(2,185
|
)
|
Deferred tax expense
|
|
|
(5,312
|
)
|
|
|
|
|
|
Net Realized Gains
|
|
|
9,046
|
|
|
|
|
|
|
Net Change in Unrealized Gains/(Losses)
|
|
|
|
|
Investments
|
|
|
(67,812
|
)
|
Interest rate swap contracts
|
|
|
8,434
|
|
Deferred tax benefit
|
|
|
21,970
|
|
|
|
|
|
|
Net Change in Unrealized Losses
|
|
|
(37,408
|
)
|
|
|
|
|
|
Net Realized and Unrealized Losses
|
|
|
(28,362
|
)
|
|
|
|
|
|
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
(44,404
|
)
|
DIVIDENDS TO PREFERRED STOCKHOLDERS
|
|
|
(2,280
|
)
|
|
|
|
|
|
NET DECREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
RESULTING FROM OPERATIONS
|
|
$
|
(46,684
|
)
|
|
|
|
|
|
See accompanying notes to financial statements.
7
KAYNE
ANDERSON MLP INVESTMENT COMPANY
(amounts in 000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
For the Six
|
|
|
|
|
|
|
Months Ended
|
|
|
For the Fiscal
|
|
|
|
May 31, 2008
|
|
|
Year Ended
|
|
|
|
(Unaudited)
|
|
|
November 30, 2007
|
|
|
OPERATIONS
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
$
|
(16,042
|
)
|
|
$
|
(29,965
|
)
|
Net realized gains
|
|
|
9,046
|
|
|
|
41,972
|
|
Net change in unrealized gains
|
|
|
(37,408
|
)
|
|
|
87,498
|
|
|
|
|
|
|
|
|
|
|
Net Increase/(Decrease) in Net Assets Resulting from
Operations
|
|
|
(44,404
|
)
|
|
|
99,505
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO PREFERRED STOCKHOLDERS
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
|
(4,161
|
)(2)
|
Distributions return of capital
|
|
|
(2,280
|
)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions to Preferred Stockholders
|
|
|
(2,280
|
)
|
|
|
(4,161
|
)
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
|
(3,582
|
)(2)
|
Distributions return of capital
|
|
|
(43,004
|
)(1)
|
|
|
(74,759
|
)(2)
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions to Common Stockholders
|
|
|
(43,004
|
)
|
|
|
(78,341
|
)
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK TRANSACTIONS
|
|
|
|
|
|
|
|
|
Proceeds from common stock public offerings of
4,420,916 shares of common stock
|
|
|
|
|
|
|
160,647
|
|
Underwriting discounts and offering expenses associated with the
issuance of common stock
|
|
|
|
|
|
|
(4,597
|
)
|
Issuance of 423,206 and 739,797 shares of common stock from
reinvestment of distributions, respectively
|
|
|
11,984
|
|
|
|
23,585
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders
from Capital Stock Transactions
|
|
|
11,984
|
|
|
|
179,635
|
|
|
|
|
|
|
|
|
|
|
Total Increase/(Decrease) in Net Assets Applicable to Common
Stockholders
|
|
|
(77,704
|
)
|
|
|
196,638
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
1,300,030
|
|
|
|
1,103,392
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
1,222,326
|
|
|
$
|
1,300,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The information presented in each of these items is an estimate
of the characterization of a portion of the total dividends and
distributions paid to preferred and common stockholders during
the six months ended May 31, 2008 as either a dividend
(ordinary income) or a distribution (return of capital). This
estimate is based on the Companys operating results during
the period. The actual characterization of the preferred and
common stock dividends and distributions made during the current
year will not be determinable until after the end of the fiscal
year when the Company can determine earnings and profits and,
therefore, it may differ from the preliminary estimates. |
|
(2) |
|
The information presented in each of these items is a
characterization of a portion of the total dividends and
distributions paid to preferred and common stockholders for the
fiscal year ended November 31, 2007 as either dividends
(ordinary income) or distributions (return of capital). This
characterization is based on the Companys earnings and
profits. |
See accompanying notes to financial statements.
8
KAYNE
ANDERSON MLP INVESTMENT COMPANY
FOR THE SIX MONTHS ENDED MAY 31, 2008
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
Net decrease in net assets resulting from operations
|
|
$
|
(44,404
|
)
|
Adjustments to reconcile net decrease in net assets resulting
from operations to net cash used in operating activities:
|
|
|
|
|
Net deferred tax benefit
|
|
|
(26,079
|
)
|
Return of capital distributions
|
|
|
56,803
|
|
Net realized gains
|
|
|
(14,358
|
)
|
Unrealized losses on investments and interest rate swap contracts
|
|
|
59,378
|
|
Purchase of investments
|
|
|
(53,968
|
)
|
Proceeds from sale of investments
|
|
|
122,155
|
|
Purchase of short-term investments, net
|
|
|
(17
|
)
|
Amortization of bond premium
|
|
|
4
|
|
Decrease in deposits with brokers
|
|
|
1,605
|
|
Decrease in receivable for securities sold
|
|
|
23,917
|
|
Decrease in interest, dividend and distributions receivables
|
|
|
1,423
|
|
Decrease in income tax receivable
|
|
|
1,314
|
|
Decrease in deferred debt issuance costs and other
|
|
|
128
|
|
Decrease in investment management fee payable
|
|
|
(692
|
)
|
Increase in payable for securities purchased
|
|
|
1,387
|
|
Decrease in accrued directors fees and expenses
|
|
|
(1
|
)
|
Decrease in accrued expenses and other liabilities
|
|
|
(295
|
)
|
|
|
|
|
|
Net Cash Provided by Operating Activities
|
|
|
128,300
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
Repayment on revolving credit facility
|
|
|
(95,000
|
)
|
Cash distributions paid to preferred stockholders
|
|
|
(2,280
|
)
|
Cash distributions paid to common stockholders
|
|
|
(31,020
|
)
|
|
|
|
|
|
Net Cash Used in Financing Activities
|
|
|
(128,300
|
)
|
NET CHANGE IN CASH
|
|
|
|
|
CASH BEGINNING OF PERIOD
|
|
|
|
|
|
|
|
|
|
CASH END OF PERIOD
|
|
$
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
Noncash financing activities not included herein consist of
reinvestment of distributions of $11,984 pursuant to the
Companys dividend reinvestment plan.
During the six months ended May 31, 2008, federal and state
tax refunds of $1,314 were received and interest paid was
$15,678.
See accompanying notes to financial statements.
9
(amounts in 000s, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six
|
|
|
For the Fiscal Year
|
|
|
For the Period
|
|
|
|
Months Ended
|
|
|
Ended
|
|
|
September 28,
2004(1)
|
|
|
|
May 31, 2008
|
|
|
November 30,
|
|
|
through
|
|
|
|
(Unaudited)
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
November 30, 2004
|
|
|
Per Share of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
30.08
|
|
|
$
|
28.99
|
|
|
$
|
25.07
|
|
|
$
|
23.91
|
|
|
$
|
23.70
|
(2)
|
Income from
Operations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss)
|
|
|
(0.37
|
)
|
|
|
(0.73
|
)
|
|
|
(0.62
|
)
|
|
|
(0.17
|
)
|
|
|
0.02
|
|
Net realized and unrealized gain on investments, securities sold
short, options and interest rate swap contracts
|
|
|
(0.67
|
)
|
|
|
3.58
|
|
|
|
6.39
|
|
|
|
2.80
|
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from investment operations
|
|
|
(1.04
|
)
|
|
|
2.85
|
|
|
|
5.77
|
|
|
|
2.63
|
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions Preferred
Stockholders(3)(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
(0.05
|
)
|
|
|
|
|
Distributions
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends/distributions Preferred Stockholders
|
|
|
(0.05
|
)
|
|
|
(0.10
|
)
|
|
|
(0.10
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
|
(0.09
|
)
|
|
|
|
|
|
|
(0.13
|
)
|
|
|
|
|
Distributions
|
|
|
(0.99
|
)
|
|
|
(1.84
|
)
|
|
|
(1.75
|
)
|
|
|
(1.37
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends/distributions Common Stockholders
|
|
|
(0.99
|
)
|
|
|
(1.93
|
)
|
|
|
(1.75
|
)
|
|
|
(1.50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Stock
Transactions(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting discounts and offering costs on the issuance of
preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
|
|
|
|
Anti-dilutive effect due to issuance of common stock, net of
underwriting discounts and offering costs
|
|
|
|
|
|
|
0.26
|
|
|
|
|
|
|
|
0.11
|
|
|
|
|
|
Anti-dilutive effect due to shares issued in reinvestment of
dividends
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital stock transactions
|
|
|
|
|
|
|
0.27
|
|
|
|
|
|
|
|
0.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
28.00
|
|
|
$
|
30.08
|
|
|
$
|
28.99
|
|
|
$
|
25.07
|
|
|
$
|
23.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per share of common stock, end of period
|
|
$
|
30.68
|
|
|
$
|
28.27
|
|
|
$
|
31.39
|
|
|
$
|
24.33
|
|
|
$
|
24.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return based on common stock market
value(5)
|
|
|
12.4
|
%
|
|
|
(4.4
|
)%
|
|
|
37.9
|
%
|
|
|
3.7
|
%
|
|
|
(0.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data and
Ratios(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end of period
|
|
$
|
1,222,326
|
|
|
$
|
1,300,030
|
|
|
$
|
1,103,392
|
|
|
$
|
932,090
|
|
|
$
|
792,836
|
|
Ratio of expenses to average net
assets:(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excluding income tax expense/benefit, interest expense and
auction agent fees
|
|
|
2.6
|
%
|
|
|
2.5
|
%
|
|
|
3.4
|
%
|
|
|
1.5
|
%
|
|
|
1.2
|
%
|
Excluding income tax expense/benefit
|
|
|
5.2
|
%
|
|
|
4.8
|
%
|
|
|
5.1
|
%
|
|
|
2.3
|
%
|
|
|
1.2
|
%
|
Including income tax expense/benefit
|
|
|
1.0
|
%
|
|
|
8.3
|
%
|
|
|
18.9
|
%
|
|
|
8.7
|
%
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income/(loss) to average net assets
|
|
|
(2.6
|
)%
|
|
|
(2.3
|
)%
|
|
|
(2.4
|
)%
|
|
|
(0.7
|
)%
|
|
|
0.5
|
%
|
Net increase/(decrease) in net assets to common stockholders
resulting from operations to average net assets
|
|
|
(3.8
|
)%(8)
|
|
|
7.3
|
%
|
|
|
21.7
|
%
|
|
|
10.0
|
%
|
|
|
0.9
|
%(8)
|
Portfolio turnover rate
|
|
|
2.6
|
%(8)
|
|
|
10.6
|
%
|
|
|
10.0
|
%
|
|
|
25.6
|
%
|
|
|
11.8
|
%(8)
|
Auction Rate Senior Notes outstanding, end of period
|
|
$
|
505,000
|
|
|
$
|
505,000
|
|
|
$
|
320,000
|
|
|
$
|
260,000
|
|
|
|
|
|
Revolving credit facility
|
|
$
|
2,000
|
|
|
$
|
97,000
|
|
|
$
|
17,000
|
|
|
|
|
|
|
|
|
|
Auction Rate Preferred Stock, end of period
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
|
|
|
Asset coverage of Auction Rate Senior Notes Dividend
Payment
Test(9)
|
|
|
356.9
|
%
|
|
|
372.3
|
%
|
|
|
468.3
|
%
|
|
|
487.3
|
%
|
|
|
|
|
Asset coverage of Auction Rate Senior Notes Debt
Incurrence
Test(10)
|
|
|
355.9
|
%
|
|
|
328.4
|
%
|
|
|
449.7
|
%
|
|
|
487.3
|
%
|
|
|
|
|
Asset coverage of Auction Rate Preferred
Stock(11)
|
|
|
310.0
|
%
|
|
|
292.0
|
%
|
|
|
367.8
|
%
|
|
|
378.2
|
%
|
|
|
|
|
Average amount of borrowings outstanding per share of common
stock during the period
|
|
$
|
12.72
|
(3)
|
|
$
|
12.14
|
(3)
|
|
$
|
8.53
|
(3)
|
|
$
|
5.57
|
(3)
|
|
|
|
|
See accompanying notes to financial statements.
10
KAYNE
ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS (CONTINUED)
(amounts in 000s, except share and per share
amounts)
|
|
|
(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
43,443,523; 41,134,949; 37,638,314; 34,077,731 and 33,165,900
for the six months ended May 31, 2008, fiscal years ended
November 30, 2007, November 30, 2006,
November 30, 2005 and the period September 28, 2004
through November 30, 2004, respectively. |
|
(4) |
|
The information presented for the six months ended May 31,
2008 is an estimate of the characterization of the dividends and
distributions paid and is based on the Companys operating
results during the period. The information presented for each
other period is a characterization of a portion of the total
dividends and distributions paid to preferred stockholders and
common stockholders as either a dividend (ordinary income) or a
distribution (return of capital) and is based on the
Companys earnings and profits. |
|
(5) |
|
Not annualized for the six months ended May 31, 2008 and
the period September 28, 2004 through November 30,
2004. 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
at actual prices pursuant to the Companys dividend
reinvestment plan. |
|
(6) |
|
Unless otherwise noted, ratios are annualized for periods of
less than one full year. |
|
(7) |
|
The following table sets forth the components of the
Companys ratio of expenses to average total assets and
average net assets for each period presented. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Expense to
|
|
|
November 30, 2007
|
|
|
November 30, 2006
|
|
|
November 30, 2005
|
|
|
November 30, 2004
|
|
|
|
(Unaudited)
|
|
|
Ratio of Expense to
|
|
|
Ratio of Expense to
|
|
|
Ratio of Expense to
|
|
|
Ratio of Expense to
|
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
|
|
Total
|
|
|
Net
|
|
|
Total
|
|
|
Net
|
|
|
Total
|
|
|
Net
|
|
|
Total
|
|
|
Net
|
|
|
Total
|
|
|
Net
|
|
|
|
Assets
|
|
|
Assets
|
|
|
Assets
|
|
|
Assets
|
|
|
Assets
|
|
|
Assets
|
|
|
Assets
|
|
|
Assets
|
|
|
Assets
|
|
|
Assets
|
|
|
Management fees
|
|
|
1.4
|
%
|
|
|
2.3
|
%
|
|
|
1.4
|
%
|
|
|
2.3
|
%
|
|
|
2.0
|
%
|
|
|
3.2
|
%
|
|
|
0.9
|
%
|
|
|
1.2
|
%
|
|
|
0.7
|
%
|
|
|
0.8
|
%
|
Other expenses
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.4
|
|
|
|
0.4
|
|
Total expenses excluding income tax expense/benefit,
interest expense and auction agent fees
|
|
|
1.6
|
%
|
|
|
2.6
|
%
|
|
|
1.6
|
%
|
|
|
2.5
|
%
|
|
|
2.2
|
%
|
|
|
3.4
|
%
|
|
|
1.2
|
%
|
|
|
1.5
|
%
|
|
|
1.1
|
%
|
|
|
1.2
|
%
|
Interest expense and auction agent fees
|
|
|
1.5
|
|
|
|
2.6
|
|
|
|
1.3
|
|
|
|
2.3
|
|
|
|
1.1
|
|
|
|
1.7
|
|
|
|
0.6
|
|
|
|
0.8
|
|
|
|
0.0
|
|
|
|
0.0
|
|
Total expenses excluding income tax expense/benefit
|
|
|
3.1
|
%
|
|
|
5.2
|
%
|
|
|
2.9
|
%
|
|
|
4.8
|
%
|
|
|
3.3
|
%
|
|
|
5.1
|
%
|
|
|
1.8
|
%
|
|
|
2.3
|
%
|
|
|
1.1
|
%
|
|
|
1.2
|
%
|
Income tax expense/benefit
|
|
|
(2.5
|
)
|
|
|
(4.2
|
)
|
|
|
2.2
|
|
|
|
3.5
|
|
|
|
8.9
|
|
|
|
13.8
|
|
|
|
5.0
|
|
|
|
6.4
|
|
|
|
3.3
|
|
|
|
3.5
|
|
Total expenses including tax expense/benefit
|
|
|
0.6
|
%
|
|
|
1.0
|
%
|
|
|
5.1
|
%
|
|
|
8.3
|
%
|
|
|
12.2
|
%
|
|
|
18.9
|
%
|
|
|
6.8
|
%
|
|
|
8.7
|
%
|
|
|
4.4
|
%
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) |
|
Not annualized. |
|
(9) |
|
Calculated pursuant to section 18(a)(1)(B) of the 1940 Act.
Represents the value of total assets less all liabilities not
represented by Auction Rate Senior Notes or any other senior
securities representing indebtedness divided by the aggregate
amount of Auction Rate Senior Notes and any other securities
representing indebtedness. Under the 1940 Act, the Company may
not declare or make any distribution on its common stock or
preferred stock if at the time of such declaration, asset
coverage with respect to senior securities representing
indebtedness would be less than 300% and 200%, respectively. For
purposes of this test, the revolving credit facility is not
considered a senior security representing indebtedness. |
See accompanying notes to financial statements.
11
KAYNE
ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS (CONCLUDED)
(amounts in 000s, except share and per share
amounts)
|
|
|
(10) |
|
Calculated pursuant to section 18(a)(1)(A) of the 1940 Act.
Represents the value of total assets less all liabilities not
represented by Auction Rate Senior Notes or any other senior
securities representing indebtedness divided by the aggregate
amount of Auction Rate Senior Notes and any other senior
securities representing indebtedness. Under the 1940 Act, the
Company may not incur additional indebtedness if, at the time of
such incurrence, asset coverage with respect to senior
securities representing indebtedness would be less than 300%.
For purposes of this test, the revolving credit facility is
considered a senior security representing indebtedness. |
|
(11) |
|
Calculated pursuant to section 18(a)(2)(A) and
section 18(a)(2)(B) of the 1940 Act. Represents the value
of total assets less all liabilities not represented by Auction
Rate Senior Notes, any other senior securities representing
indebtedness, or Auction Rate Preferred Stock divided by the
aggregate amount of Auction Rate Senior Notes, any other senior
securities representing indebtedness and Auction Rate Preferred
Stock. Under the 1940 Act, the Company may not declare or make
any distribution on its common stock nor can it incur additional
preferred stock if at the time of such declaration or incurrence
its asset coverage with respect to all senior securities would
be less than 200%. For purposes of this test, the revolving
credit facility is considered a senior security representing
indebtedness. |
See accompanying notes to financial statements.
12
MAY 31, 2008
(amounts in 000s, except option contracts written,
share and per share amounts)
(UNAUDITED)
Kayne Anderson MLP Investment Company (the Company)
was organized as a Maryland corporation on June 4, 2004,
and is a non-diversified closed-end management investment
company registered under the Investment Company Act of 1940, as
amended (the 1940 Act). The Companys
investment objective is to obtain a high after-tax total return
by investing at least 85% of its net assets plus any borrowings
(total assets) in energy-related master limited
partnerships and their affiliates (collectively,
MLPs), and in other companies that, as their
principal business, operate assets used in the gathering,
transporting, processing, storing, refining, distributing,
mining or marketing of natural gas, natural gas liquids
(including propane), crude oil, refined petroleum products or
coal (collectively with MLPs, Midstream Energy
Companies). The Company commenced operations on
September 28, 2004. The Companys shares of common
stock are listed on the New York Stock Exchange, Inc.
(NYSE) under the symbol KYN.
|
|
2.
|
Significant
Accounting Policies
|
A. Use of Estimates The
preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America (GAAP) requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenue and expenses during the period. Actual results could
differ 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. Currently, the Company
calculates its net asset value on a weekly basis and such
calculation is made available on its website,
www.kaynefunds.com. 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 contracts 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 on the valuation
13
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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 KA
Fund Advisors, LLC (Kayne Anderson or the
Adviser) investment professionals responsible for
the portfolio investments;
|
|
|
|
Investment Team Valuation
Documentation. Preliminary valuation
conclusions are documented and discussed with senior management
of Kayne Anderson. Such valuations generally are submitted to
the Valuation Committee (a committee of the Companys Board
of Directors) or the Board of Directors on a monthly basis, and
stand for intervening periods of time.
|
|
|
|
Valuation Committee. The Valuation
Committee meets on or about the end of each month to consider
new valuations presented by Kayne Anderson, if any, which were
made in accordance with the Valuation Procedures in such month.
Between meetings of the Valuation Committee, a senior officer of
Kayne Anderson is authorized to make valuation
determinations. The Valuation Committees valuations stand
for intervening periods of time unless the Valuation Committee
meets again at the request of Kayne Anderson, the Board of
Directors, or the Valuation 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 applicable discount in
accordance with a methodology approved by the Valuation
Committee.
Exchange-traded options and futures contracts are valued at the
closing price in the market where such contracts are principally
traded.
SFAS No. 157. In September 2006, the
Financial Accounting Standards Board (FASB) issued Statement on
Financial Accounting Standards (SFAS) No. 157, Fair
Value Measurements. This standard establishes a single
authoritative definition of fair value, sets out a framework for
measuring fair value and requires additional disclosures about
fair value measurements. SFAS No. 157 applies to fair
value measurements already required or permitted by existing
standards. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal
years. The changes to current generally accepted accounting
principles from the application of this Statement relate to the
definition of fair value, the methods used to measure fair
value, and the expanded disclosures about fair value
measurements.
As of December 1, 2007, the Company adopted
SFAS No. 157. The Company has performed an analysis of
all existing investments and derivative instruments to determine
the significance and character of all inputs to their fair value
determination. Based on this assessment, the adoption of this
standard did not have any material effect on the Companys
net asset value.
At May 31, 2008, the Company held 6.1% of its net assets
applicable to common stockholders (3.7% of total assets) in
securities valued at fair value as determined pursuant to
procedures adopted by the Board of Directors, with fair value of
$74,465. Although these securities may be resold in privately
negotiated transactions (subject to
14
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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.
On March 19, 2008, Financial Accounting Standards Board
released Statement of Financial Accounting Standards
No. 161, Disclosures about Derivative Instruments and
Hedging Activities (FAS 161).
FAS 161 requires qualitative disclosures about objectives
and strategies for using derivatives, quantitative disclosures
about fair value amounts of and gains and losses on derivative
instruments, and disclosures about credit-risk-related
contingent features in derivative agreements. The application of
FAS 161 is required for fiscal years beginning after
November 15, 2008 and interim periods within those fiscal
years. At this time, management is evaluating the implications
of FAS 161 and its impact on the financial statements has
not yet been determined.
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 which 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 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. At May 31, 2008, the Company had
no open short sales.
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. At
May 31, 2008, there were no option contracts 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 six months ended May 31,
15
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
2008, 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 $56,803 of dividends
and distributions received from MLPs. The return of capital of
$56,803, 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 $6,656 and $50,147, 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.
H. Dividends and Distributions to
Stockholders Dividends and distributions 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.
Dividends and 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 Preferred Stock. The Companys
dividends and distributions will be comprised of return of
capital
and/or
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 the January after the
end of the current fiscal year. The Company will inform its
common stockholders of the character of dividends and
distributions made 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. Deferred income taxes reflect
(i) taxes on unrealized gains/(losses), which are
attributable to the temporary difference between fair market
value and tax basis, (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 and (iii) the net tax benefit
of accumulated net operating losses. 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 will not be 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, as new information become available, the Company
modifies its estimates or assumptions regarding the deferred tax
liability.
As of December 1, 2007, the Company adopted FASB
Interpretation 48 (FIN 48), Accounting
for Uncertainty in Income Taxes. This standard defines the
threshold for recognizing the benefits of tax-return positions
in the financial statements as more-likely-than-not
to be sustained by the taxing authority and requires measurement
of a tax position meeting the more-likely-than-not criterion,
based on the largest benefit that is more than 50 percent
likely to be realized. At adoption, companies must adjust their
financial statements to reflect only those tax positions that
are more-likely-than-not to be sustained as of the adoption date.
16
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
The adoption of the interpretation did not have a material
effect on the Companys net asset value. The Companys
policy is to classify interest and penalties associated with
underpayment of federal and state income taxes, if any, as
income tax expense on its Statement of Operations. As of
May 31, 2008, the Company does not have any interest or
penalties associated with the underpayment of any income taxes.
All tax years since inception remain open and subject to
examination by tax jurisdictions.
K. Derivative Financial
Instruments The Company uses derivative
financial instruments (principally interest rate swap contracts)
to manage interest rate risk. The Company has established
policies and procedures for risk assessment and the approval,
reporting and monitoring of derivative financial instrument
activities. The Company does not hold or issue derivative
financial instruments for speculative purposes. All derivative
financial instruments are recorded at fair value with changes in
value during the reporting period, and amounts accrued under the
agreements, included as unrealized gains or losses in the
Statement of Operations. Monthly cash settlements under the
terms of the interest rate swap agreements are recorded as
realized gains or losses in the Statement of Operations. The
Company generally values its interest rate swap contracts based
on dealer quotations, if available, or by discounting the future
cash flows from the stated terms of the interest rate swap
agreement by using interest rates currently available in the
market.
L. Indemnifications Under the
Companys organizational documents, its officers and
directors are indemnified against certain liabilities arising
out of the performance of their duties to the Company. In
addition, in the normal course of business, the Company enters
into contracts that provide general indemnification to other
parties. The Companys maximum exposure under these
arrangements is unknown, as this would involve future claims
that may be made against the Company that have not yet occurred,
and may 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.
SFAS No. 157. In September 2006, the
Financial Accounting Standards Board (FASB) issued Statement on
Financial Accounting Standards (SFAS) No. 157, Fair
Value Measurements. This standard establishes a single
authoritative definition of fair value, sets out a framework for
measuring fair value and requires additional disclosures about
fair value measurements. SFAS No. 157 applies to fair
value measurements already required or permitted by existing
standards. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal
years. The changes to current generally accepted accounting
principles from the application of this Statement relate to the
definition of fair value, the methods used to measure fair
value, and the expanded disclosures about fair value
measurements.
As of December 1, 2007, the Company adopted
SFAS No. 157. The Company has performed an analysis of
all existing investments and derivative instruments to determine
the significance and character of all inputs to their fair value
determination. Based on this assessment, the adoption of this
standard did not have any material effect on the Companys
net asset value. However, the adoption of the standard does
require the Company to provide additional disclosures about the
inputs used to develop the measurements and the effect of
certain measurements on changes in net assets for the reportable
periods as contained in the Companys periodic filings.
SFAS No. 157 establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure
fair value into the following three broad categories.
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Level 1 Quoted unadjusted prices for
identical instruments in active markets to which the Company has
access at the date of measurement.
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Level 2 Quoted prices for similar
instruments in active markets; quoted prices for identical or
similar instruments in markets that are not active; and
model-derived valuations in which all significant inputs and
significant value drivers are observable in active markets.
Level 2 inputs are those in markets for which there are few
transactions, the prices are not current, little public
information exists or instances where prices vary substantially
over time or among brokered market makers.
|
17
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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Level 3 Model derived valuations in
which one or more significant inputs or significant value
drivers are unobservable. Unobservable inputs are those inputs
that reflect the Companys own assumptions that market
participants would use to price the asset or liability based on
the best available information.
|
The following table presents our assets and liabilities measured
at fair value on a recurring basis at May 31, 2008.
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|
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|
|
|
|
|
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Quoted Prices in
|
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Prices with Other
|
|
|
Unobservable
|
|
|
|
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|
Active Markets
|
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Observable Inputs
|
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|
Inputs
|
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|
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Total
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(Level 1)
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(Level 2)
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|
(Level 3)
|
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Assets at Fair Value
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Long-term investments
|
|
$
|
2,020,013
|
|
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$
|
1,945,548
|
|
|
$
|
|
|
|
$
|
74,465
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Unrealized appreciation on interest rate swaps
|
|
|
462
|
|
|
|
|
|
|
|
462
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
|
$
|
2,020,475
|
|
|
$
|
1,945,548
|
|
|
$
|
462
|
|
|
$
|
74,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Liabilities at Fair Value
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Unrealized depreciation on interest rate swaps
|
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$
|
3,902
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|
|
|
|
|
|
$
|
3,902
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|
|
|
|
|
The following table presents our assets and liabilities measured
at fair value on a recurring basis using significant
unobservable inputs (Level 3) at November 30,
2007 and at May 31, 2008.
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Long-Term
|
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Assets at Fair Value Using
Unobservable Inputs (Level 3)
|
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Investments
|
|
Balance November 30, 2007
|
|
$
|
195,919
|
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Sales and other transfers out of Level 3
|
|
|
(151,962
|
)
|
Realized gains/(losses)
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|
|
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Unrealized gains, net
|
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21,968
|
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Purchases, issuances or settlements
|
|
|
8,540
|
|
|
|
|
|
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Balance May 31, 2008
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$
|
74,465
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|
|
|
|
|
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The $21,968 of net unrealized gains, presented in the table
above relate to investments that are still held at May 31,
2008, and the Company presents these net unrealized gains on the
Statement of Operations Net Change in Unrealized
Gains/(Losses).
The Company did not have any liabilities that were measured at
fair value on a recurring basis using significant unobservable
inputs (Level 3) at November 30, 2007 and at
May 31, 2008.
The Companys investment objective is to obtain a high
after-tax 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,
18
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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.
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5.
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Agreements
and Affiliations
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A. Investment Management Agreement
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.
For the six months ended May 31, 2008, the Company paid and
accrued management fees at an annual rate of 1.375% of average
total assets.
For purposes of calculating the management fee, the
Companys total assets are equal to the Companys
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.
B. Portfolio Companies From time
to time, the Company may control or may be an
affiliate of one or more portfolio companies, each
as defined in the 1940 Act. In general, under the 1940 Act, the
Company would be presumed to control a portfolio
company if the Company owned 25% or more of its outstanding
voting securities and would be an affiliate of a
portfolio company if the Company owned 5% or more of its
outstanding voting securities. The 1940 Act contains
prohibitions and restrictions relating to transactions between
investment companies and their affiliates (including the
Companys investment adviser), principal underwriters and
affiliates of those affiliates or underwriters.
The Company believes that there is significant ambiguity in the
application of existing SEC staff interpretations of the term
voting security to complex structures such as
limited partnership interests of the kind in which the Company
invests. As a result, it is possible that the SEC staff may
consider that certain securities investments in limited
partnerships are voting securities under the staffs
prevailing interpretations of this term. If such determination
is made, the Company may be regarded as a person affiliated with
and controlling the issuers(s) of those securities for purposes
of Section 17 of the 1940 Act.
In light of the ambiguity of the definition of voting
securities, the Company does not intend to treat any class of
limited partnership interests that it holds as voting
securities unless the security holders of such class
currently have the ability, under the partnership agreement, to
remove the general partner (assuming a sufficient vote of such
securities, other than securities held by the general partner,
in favor of such removal) or the Company has an economic
interest of sufficient size that otherwise gives it the de facto
power to exercise a controlling influence over the partnership.
The Company believes this treatment is appropriate given that
the general partner controls the partnership, and without the
ability to remove the general partner or the power to otherwise
exercise a controlling influence over the partnership due to the
size of an economic interest, the security holders have no
control over the partnership.
Clearwater Natural Resources, LP At
May 31, 2008, the Company held 42.5% of the limited
partnership interest in Clearwater Natural Resources, LP
(Clearwater). The Company controls CNR GP Holdco,
LLC which is the general partner of Clearwater. The Company
believes that it controls and is an
affiliate of Clearwater under the 1940 Act by virtue
of its controlling interest in the general partner of Clearwater.
19
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
CNR GP Holdco, LLC At May 31, 2008, the
Company held an 83.7% interest in CNR GP Holdco, LLC
(CNR) which is the general partner of Clearwater.
The Company believes that it controls and is an
affiliate of CNR under the 1940 Act by virtue of its
controlling interest. This security was purchased on
March 5, 2008.
Plains All American, L.P. Robert V. Sinnott
is a senior executive of Kayne Anderson Capital Advisors, L.P.
(KACALP), the managing member of KAFA.
Mr. Sinnott also serves as a director on the board of
Plains All American GP LLC, the general partner of Plains All
American Pipeline, L.P. Members of senior management and various
advisory clients of KACALP and KAFA own units of Plains All
American GP LLC. Various advisory clients of KACALP and KAFA,
including the Company, own units in Plains All American
Pipeline, L.P. The Company believes that it is an affiliate of
Plains All American, L.P. under the 1940 Act.
C. Other Affiliates For the six
months ended May 31, 2008, KA Associates, Inc., an
affiliate of Kayne Anderson, did not earn any 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 tax basis, (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 and (iii) the net tax benefit
of accumulated net operating losses. Components of the
Companys deferred tax assets and liabilities as of
May 31, 2008 are as follows:
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|
|
Deferred tax assets:
|
|
|
|
|
Organizational costs
|
|
$
|
(15
|
)
|
Net operating loss carryforwards
|
|
|
(42,780
|
)
|
Deferred tax liabilities:
|
|
|
|
|
Net unrealized gains on investment securities and interest rate
swap contracts
|
|
|
254,282
|
|
Other temporary differences
|
|
|
3,130
|
|
|
|
|
|
|
Total net deferred tax liability
|
|
$
|
214,617
|
|
|
|
|
|
|
At November 30, 2007, the Company had net operating loss
carryforwards of $115,622. The federal and state net operating
loss carryforwards available are subject to limitations on their
annual usage. Realization of the deferred tax assets and net
operating loss carryforwards is dependent, in part, on
generating sufficient taxable income prior to expiration of the
loss carryforwards. If not utilized, $59,149 of the net
operating loss carryforward will expire in 2026 and $56,473 will
expire in 2027. There is no valuation allowance recorded on this
deferred tax asset as the Company believes it is more likely
than not that the asset will be utilized.
At May 31, 2008, the cost basis of investments for federal
income tax purposes was $1,330,277. The cost basis of
investments includes a $106,711 reduction in basis attributable
to the Companys portion of the allocated losses from its
MLP investments. At May 31, 2008, gross unrealized
appreciation and depreciation of investments for federal income
tax purposes were as follows:
|
|
|
|
|
Gross unrealized appreciation of investments
|
|
$
|
748,739
|
|
Gross unrealized depreciation of investments
|
|
|
(58,696
|
)
|
|
|
|
|
|
Net unrealized appreciation before tax and interest rate swap
contracts
|
|
|
690,043
|
|
Net unrealized depreciation on interest rate swap contracts
|
|
|
(3,440
|
)
|
|
|
|
|
|
Net unrealized appreciation before tax
|
|
|
686,603
|
|
|
|
|
|
|
Net unrealized appreciation after tax
|
|
$
|
432,560
|
|
|
|
|
|
|
20
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
For the six months ended May 31, 2008, the components of
net income tax benefit include $24,669 and $1,410 of benefit for
federal income taxes and state income taxes (net of the federal
tax benefit), respectively. Total income taxes are computed by
applying the federal statutory income tax rate plus a blended
state income tax rate. During the period the Companys
combined federal and state income tax rate was 37.0%. Total
income taxes have been computed by applying the Companys
effective income tax rate of 37.0% to net investment income,
realized and unrealized gains on investments before taxes.
The Company adopted FIN 48 as of December 1, 2007, and
the adoption of the interpretation did not have a material
effect on the Companys net asset value. The Companys
policy is to classify interest and penalties associated with
underpayment of federal and state income taxes, if any, as
income tax expense on its Statement of Operations. As of
May 31, 2008, the Company does not have any interest or
penalties associated with the underpayment of any income taxes.
All tax years since inception remain open and subject to
examination by tax jurisdictions.
From time to time, certain of the Companys investments may
be restricted as to resale. For instance, securities that are
not registered under the Securities Act of 1933, as amended, and
cannot, as a result, be offered for public sale in a non-exempt
transaction without first being registered. In other cases,
certain of the Companys investments have restrictions such
as lock-up
agreements that preclude the Company from offering these
securities for public sale.
At May 31, 2008, the Company held the following restricted
investments:
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Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units,
|
|
|
|
|
|
|
|
|
|
|
Fair
|
|
|
Percent
|
|
|
Percent
|
|
|
|
|
|
Type of
|
|
Principal ($)
|
|
|
Acquisition
|
|
Cost
|
|
|
Fair
|
|
|
Value Per
|
|
|
of Net
|
|
|
of Total
|
|
Investment
|
|
Security(1)
|
|
Restriction
|
|
(in 000s)
|
|
|
Date
|
|
Basis
|
|
|
Value
|
|
|
Unit
|
|
|
Assets
|
|
|
Assets
|
|
|
Clearwater Natural Resources, L.P.
|
|
Common Units
|
|
(2)
|
|
|
3,889
|
|
|
(3)
|
|
$
|
72,846
|
|
|
$
|
52,500
|
|
|
$
|
13.50
|
|
|
|
4.3
|
%
|
|
|
2.6
|
%
|
Clearwater Natural Resources, L.P.
|
|
Term Loan
|
|
(2)
|
|
$
|
7,438
|
|
|
(4)
|
|
|
7,459
|
|
|
|
7,438
|
|
|
|
n/a
|
|
|
|
0.6
|
|
|
|
0.4
|
|
Clearwater Natural Resources, L.P.
|
|
Deferred Participation Units
|
|
(2)
|
|
|
41
|
|
|
3/5/2008
|
|
|
|
|
|
|
275
|
|
|
|
6.73
|
|
|
|
0.0
|
|
|
|
0.0
|
|
CNR GP Holdco, LLC
|
|
LLC Interests
|
|
(5)
|
|
|
N/A
|
|
|
3/5/2008
|
|
|
1,081
|
|
|
|
8,935
|
|
|
|
8,935
|
|
|
|
0.7
|
|
|
|
0.4
|
|
Copano Energy, L.L.C.
|
|
Class E Units
|
|
(6)
|
|
|
157
|
|
|
10/19/07
|
|
|
5,000
|
|
|
|
5,317
|
|
|
|
33.79
|
|
|
|
0.5
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
86,386
|
|
|
$
|
74,465
|
|
|
|
|
|
|
|
6.1
|
%
|
|
|
3.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Restricted security that represents a Level 3 under
SFAS No. 157. Security is valued using inputs
reflecting the Companys own assumptions as more fully
described in Note 2 Significant Accounting
Policies. |
|
(2) |
|
Security of a privately-held MLP. |
|
(3) |
|
The Company purchased common units on August 1, 2005 and
October 2, 2006. |
|
(4) |
|
The Company purchased term loans on January 11, 2008,
February 28, 2008, and May 5, 2008. |
|
(5) |
|
Security of a private company. |
|
(6) |
|
Unregistered security of a publicly-traded company. |
|
|
8.
|
Investment
Transactions
|
For the six months ended May 31, 2008, the Company
purchased and sold securities in the amount of $53,968 and
$122,155 (excluding short-term investments, securities sold
short, options and interest rate swaps), respectively.
|
|
9.
|
Revolving
Credit Facility
|
On April 15, 2008, the Company entered into a new
$200 million unsecured revolving credit facility (New
Facility) with Custodial Trust Company (CTC),
an affiliate of the administrator, Bear Sterns Funds Management
Inc. The New Facility has a
364-day
commitment terminating on April 14, 2009 that may be
extended for additional non-overlapping
364-day
periods if mutually agreed upon by both the Company and CTC.
Outstanding loan balances under the New Facility will accrue
interest daily at a rate equal to one-month LIBOR plus 1.65%.
The Company will
21
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
pay a fee equal to a rate of 0.50% per annum on any unused
amounts of the New Facility. The New Facility contains various
covenants of the Company related to other indebtedness, liens
and limits on the Companys overall leverage. A full copy
of the New Facility can be found on the Companys website,
http://www.kaynefunds.com.
Prior to the New Facility, the Company had an uncommitted
secured revolving credit facility with CTC, under which the
Company borrowed from CTC an aggregate amount of up to the
lesser of $200,000 or the maximum amount the Company was
permitted to borrow under the 1940 Act, subject to certain
limitations imposed by CTC. For the six months ended
May 31, 2008, the average amount outstanding under the
Companys credit facilities was $47,661 with a weighted
average interest rate of 4.71%. As of May 31, 2008, the
Company had outstanding borrowings under the New Facility of
$2,000 and the interest rate was 4.05%.
|
|
10.
|
Auction
Rate Senior Notes
|
At May 31, 2008, the Company had five series of auction
rate senior notes, each with a maturity of 40 years from
the date of original issuance, having an aggregate principal
amount of $505,000 (Senior Notes). The Senior Notes
were issued in denominations of $25. The fair value of those
notes approximates carrying amount because the interest rate
fluctuates with changes in interest rates available in the
current market.
Holders of the Senior 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,
Series C, Series E and Series F as of
May 31, 2008 were 4.59%, 4.72%, 4.96%, 4.84% and 4.62%,
respectively. The weighted average interest rates for
Series A, Series B, Series C, Series E and
Series F for the six months ended May 31, 2008, were
5.40%, 5.42%, 6.03%, 5.44% and 5.55%, respectively. These rates
include the applicable rate based on the latest results of the
auction and do not include commissions paid to the auction agent
in the amount of 0.25%. The reset rate period for Series A,
Series B, Series E and Series F Senior Notes is
seven days, while Series C Senior Notes reset every
28 days. Under the 1940 Act, the Company may not declare
dividends or make other distributions 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 Senior Notes would be less than 300%.
Since February 12, 2008, there have been more Senior Notes
offered for sale than there were buyers of those Senior Notes.
As a result, the auctions for the Companys five series of
Senior Notes, have failed and the interest rates on the Senior
Notes have been set at such maximum rates. Based on the
Companys current credit ratings, the maximum rate is equal
to 200% of the greater of (a) the AA Composite Commercial
Paper Rate or (b) the applicable LIBOR rate.
At May 31, 2008, the Company was in compliance with all
covenants required under the Senior Notes agreements.
See Note 14 Subsequent Events, regarding the
redemption of all Senior Notes.
At May 31, 2008, the Company had 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 Auction Rate Preferred Stock has a liquidation
value of $25,000 per share plus any accumulated, but unpaid
dividends, whether or not declared.
Holders of Auction Rate Preferred Stock are entitled to receive
cash dividend payments at an annual rate that may vary for each
rate period. The dividend rate as of May 31, 2008 was
4.84%. The weighted average dividend rate for the six months
ended May 31, 2008 was 5.98%. This rate includes the
applicable rate based on the latest results of the auction and
does not include 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%.
Since February 14, 2008, there have been more Preferred
Stock shares offered for sale than there were buyers of those
Preferred Stock shares, and as a result, the auctions of the
Companys Series D Auction Rate Preferred Stock have
failed. As such, the dividend rate on the Auction Rate Preferred
Stock has been set at such maximum
22
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
rate. Based on the Companys current credit ratings, the
maximum rate is equal to 200% of the greater of (a) the AA
Composite Commercial Paper Rate or (b) the applicable LIBOR
rate.
The Auction Rate Preferred Stock is redeemable in certain
circumstances at the option of the Company. The Auction Rate
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 Auction Rate 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 Auction Rate Preferred Stock or the holders of common
stock.
|
|
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. On May 15, 2008,
the Company terminated $285,000, aggregate notional amount, of
interest rate swap contracts with a weighted average fixed
interest rate of 4.95% for $14,039.
As of May 31, 2008, the Company has entered into eight
interest rate swap contracts with UBS AG as summarized below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
Fixed Rate
|
|
|
Unrealized
|
|
Termination
|
|
Notional
|
|
|
Paid by the
|
|
|
Appreciation/
|
|
Date
|
|
Amount
|
|
|
Company
|
|
|
(Depreciation)
|
|
|
3/24/2010
|
|
$
|
25,000
|
|
|
|
4.65
|
%
|
|
$
|
(643
|
)
|
4/8/2010
|
|
|
25,000
|
|
|
|
4.55
|
|
|
|
(624
|
)
|
4/15/2010
|
|
|
35,000
|
|
|
|
4.45
|
|
|
|
(802
|
)
|
6/2/2010
|
|
|
30,000
|
|
|
|
4.12
|
|
|
|
(509
|
)
|
12/6/2010
|
|
|
50,000
|
|
|
|
3.85
|
|
|
|
(450
|
)
|
1/24/2011
|
|
|
50,000
|
|
|
|
3.20
|
|
|
|
451
|
|
4/1/2011
|
|
|
85,000
|
|
|
|
3.77
|
|
|
|
(410
|
)
|
5/9/2012
|
|
|
25,000
|
|
|
|
4.37
|
|
|
|
(453
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
325,000
|
|
|
|
|
|
|
$
|
(3,440
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At May 31, 2008, the weighted average duration of the
interest rate swap contracts was 2.5 years and the weighted
average fixed rate was 3.97%. For all eight interest rate swap
contracts, the Company receives a floating rate, based on
one-month LIBOR.
23
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(CONCLUDED)
The Company has 199,990,000 shares of common stock
authorized and 43,648,755 shares outstanding at
May 31, 2008. As of that date, KACALP owned
4,000 shares. Transactions in common shares for the six
months ended May 31, 2008 were as follows:
|
|
|
|
|
Shares outstanding at November 30, 2007
|
|
|
43,225,549
|
|
Shares issued through reinvestment of cash distributions
|
|
|
423,206
|
|
|
|
|
|
|
Shares outstanding at May 31, 2008
|
|
|
43,648,755
|
|
|
|
|
|
|
On June 9, 2008, the Company terminated five interest rate
swap contracts with aggregate notional amounts of $140,000 with
a weighted average fixed interest rate of 4.42% for $2,997. At
July 28, 2008, the weighted average fixed rate for the
remaining three interest rate swap contracts, with aggregate
notional value of $185,000 was 3.64%.
On June 19, 2008, the Company issued $450 million,
aggregate principal amount, of senior unsecured floating and
fixed rate notes (collectively, the Senior Unsecured
Notes) in a private placement offering to institutional
accredited investors. The Senior Unsecured Notes contain various
covenants of the Company related to other indebtedness, liens
and limits on the Companys overall leverage. The Company
used the net proceeds from that offering and borrowings from the
Companys revolving credit facility to redeem all
$505 million aggregate principal amount of the
Companys four outstanding series of Auction Rate Senior
Notes due 2045 (Series A, B, C and E
Notes) and one outstanding series of Auction Rate Senior
Notes due 2047 (Series F Notes). Upon
deposit of the redemption funds on June 19, 2008, the
Series A, B, C, E and F Notes were no longer deemed
outstanding pursuant to the terms of the Indenture governing the
notes.
The table below sets forth the key terms of each series of the
Senior Unsecured Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
|
|
Principal
|
|
|
Fixed/Floating
|
|
Rate
|
|
Maturity
|
|
|
G
|
|
$
|
75,000
|
|
|
Fixed
|
|
5.645%
|
|
|
6/19/2011
|
|
H
|
|
|
25,000
|
|
|
Floating
|
|
3-month LIBOR + 225 bps
|
|
|
6/19/2011
|
|
I
|
|
|
60,000
|
|
|
Fixed
|
|
5.847%
|
|
|
6/19/2012
|
|
J
|
|
|
40,000
|
|
|
Floating
|
|
3-month LIBOR + 225 bps
|
|
|
6/19/2012
|
|
K
|
|
|
125,000
|
|
|
Fixed
|
|
5.991%
|
|
|
6/19/2013
|
|
L
|
|
|
125,000
|
|
|
Floating
|
|
3-month LIBOR + 230 bps
|
|
|
6/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on a
3-month
LIBOR rate of 2.81% on June 16, 2008, the rates for the
initial reset period were 5.063%, 5.063% and 5.113% for the
Series H, J and L, respectively.
On July 11, 2008, the Company paid a cash distribution to
its common stockholders in the amount of $0.50 per share, for a
total of $21,824. Of this total, pursuant to the Companys
dividend reinvestment plan, $5,757 was reinvested into the
Company, and in connection with that reinvestment, 209,275
shares of common stock were issued.
24
KAYNE
ANDERSON MLP INVESTMENT COMPANY
(UNAUDITED)
Kayne Anderson MLP Investment Company (the Company)
considers privacy to be fundamental to its relationship with its
stockholders. The Company is committed to maintaining the
confidentiality, integrity and security of the non-public
personal information of its stockholders and potential
investors. Accordingly, the Company has 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 the Company with nonpublic personal information.
The Company may collect several types of nonpublic personal
information about stockholders or potential investors, including:
|
|
|
|
|
Information from forms that you may fill out and send to the
Company or one of its affiliates or service providers in
connection with an investment in the Company (such as name,
address, and social security number);
|
|
|
|
Information you may give orally to the Company or one of its
affiliates or service providers;
|
|
|
|
Information about your transactions with the Company, its
affiliates, or other third parties, such as the amount
stockholders have invested in the Company;
|
|
|
|
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 its
stock; and
|
|
|
|
Information collected through an Internet cookie (an
information collecting device from a web server based on your
use of a web site).
|
The Company may disclose all of the information it collects, as
described above, to certain nonaffiliated third parties such as
attorneys, accountants, auditors and persons or entities that
are assessing its compliance with industry standards. Such third
parties are required to uphold and maintain its privacy policy
when handling your nonpublic personal information.
The Company may disclose information about stockholders or
potential investors at their request. The Company 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 its 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 its
affiliates have been instructed to follow its procedures to
protect the privacy of your information.
The Company reserves the right to change this privacy notice in
the future. Except as described in this privacy notice, the
Company will not use your personal information for any other
purpose unless it informs you how such information will be used
at the time you disclose it or the Company obtains your
permission to do so.
25
KAYNE
ANDERSON MLP INVESTMENT COMPANY
The policies and procedures that the Company uses to determine
how to vote proxies relating to its portfolio securities are
available:
|
|
|
|
|
without charge, upon request, by calling
(877) 657-3863/MLP-FUND;
|
|
|
|
on the Companys website,
http:///www.kaynefunds.com; and
|
|
|
|
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
1-202-551-8090.
The Company also makes its Forms
N-Q
available on its website at http:///www.kaynefunds.com.
RESULTS
OF ANNUAL MEETING OF STOCKHOLDERS
(UNAUDITED)
On June 17, 2008, the Company held its annual meeting of
stockholders where the following matters were approved by
stockholders:
|
|
|
|
(i)
|
The election of one Class I Director of the Company, Gerald
I. Isenberg, who was elected by the holders of the
Companys common stock and preferred stock outstanding as
of the record date. On this matter, 36,072,258 shares
(common stock and preferred stock) were cast in favor, 0 shares
were cast against, and 444,530 shares abstained for the
election of Ms. Isenberg. As a result of the vote on this
matter, Gerald I. Isenberg was elected to serve as director of
the Company for a
3-year term;
and
|
|
|
|
|
(ii)
|
The approval of a proposal to authorize the Company to sell
shares of its common stock at a price less than net asset value
per share. The Company would only sell shares at a price below
net asset value if the price before deducting underwriting fees
and commissions and offering costs was above the Companys
then-current net asset value and if the Company complied with
other dilution conditions. The Company believes that such sales
of shares of common stock below net asset value would afford the
Company greater flexibility to raise capital quickly in order to
capitalize on accretive investment opportunities, particularly
because the Company generally attempts to remain fully invested
and does not intend to maintain cash for purposes of making
these investments. On this matter, 18 holders of common stock
voted in favor, 3 holders of common stock voted against, and
1 holder of common stock abstained out of 33 total
common stock holders. Additionally, 14,085,209 shares
(common stock and preferred stock) were cast in favor,
1,572,649 shares were cast against, and
1,950,367 shares abstained. As a result of the vote on this
matter, the Company is now authorized to sell shares of its
common stock at a price less than net asset value per share for
a period expiring on the date of the Companys 2009 annual
meeting of stockholders.
|
26
|
|
|
Directors and Corporate Officers
|
|
|
Kevin S. McCarthy
|
|
Chairman of the Board of Directors,
President and Chief Executive Officer
|
Anne K. Costin
|
|
Director
|
Steven C. Good
|
|
Director
|
Gerald I. Isenberg
|
|
Director
|
William H. Shea Jr.
|
|
Director
|
Terry A. Hart
|
|
Chief Financial Officer and Treasurer
|
David J. Shladovsky
|
|
Secretary and Chief Compliance Officer
|
J.C. Frey
|
|
Executive Vice President, Assistant Secretary and Assistant
Treasurer
|
James C. Baker
|
|
Executive Vice President
|
|
|
|
Investment Adviser
|
|
Administrator
|
KA Fund Advisors, LLC
|
|
Bear Stearns Funds Management Inc.
|
717 Texas Avenue, Suite 3100
|
|
383 Madison Avenue
|
Houston, TX 77002
|
|
New York, NY 10179
|
|
|
|
1800 Avenue of the Stars, Second Floor
|
|
Stock Transfer Agent and Registrar
|
Los Angeles, CA 90067
|
|
American Stock Transfer & Trust Company
|
|
|
59 Maiden Lane
|
|
|
New York, NY 10038
|
|
|
|
Custodian
|
|
Independent Registered Public Accounting Firm
|
Custodial Trust Company
|
|
PricewaterhouseCoopers LLP
|
101 Carnegie Center
|
|
350 South Grand Avenue
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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
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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.kaynefunds.com.
This report, including the financial statements herein, is made
available to stockholders of the Company for their information.
The financial information included herein is taken from the
records of the Company without examination by its independent
registered public accounting firm who do not express an opinion
thereon. It is not a prospectus, circular or representation
intended for use in the purchase or sale of shares of the
Company or of any securities mentioned in this report.
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Schedule of Investments.
Please see the schedule of investments contained in the Report to Stockholders included under
Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management
Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Companies and Affiliated
Purchasers.
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 defined in rule 30a-3(c) under the 1940 Act) 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 (as defined in rule 30a-3(d) under the 1940 Act) that occurred during the
Registrants last fiscal quarter that have materially affected,
or are reasonably likely to
materially affect, the Registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1)
Not applicable to semi-annual reports.
(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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Kayne Anderson MLP Investment Company
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By:
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/S/ KEVIN S. MCCARTHY
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Kevin S. McCarthy
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Chairman, President and Chief Executive Officer |
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Date: August 7, 2008
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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Kevin S. McCarthy
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Chairman, President and Chief Executive Officer |
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Date: August 7, 2008
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By:
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/S/ TERRY A. HART
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Terry A. Hart
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Chief Financial Officer and Treasurer |
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Date: August 7, 2008