- Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (N-Q)
April 29 2010 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
INVESTMENT COMPANY ACT FILE NUMBER 811-21593
KAYNE ANDERSON MLP INVESTMENT COMPANY
(Exact name of registrant as specified in charter)
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717 Texas Avenue, Suite 3100, Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip code)
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David Shladovsky, Esq.
KA Fund Advisors, LLC, 717 Texas Avenue, Suite 3100, Houston, Texas 77002
(Name and address of agent for service)
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Registrants telephone number, including area code:
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(713) 493-2020
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Date of fiscal year end:
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November 30, 2010
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Date of reporting period:
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February 28, 2010
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TABLE OF CONTENTS
Item 1: Schedule of Investments
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2010
(amounts in 000s except number of option contracts)
(UNAUDITED)
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No. of
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Description
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Shares/Units
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Value
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Long-Term Investments 151.9%
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Equity Investments(a) 147.9%
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Midstream MLP(b) 105.1%
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Boardwalk Pipeline Partners, LP
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350
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$
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10,464
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Buckeye Partners, L.P.
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830
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48,799
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Copano
Energy, L.L.C.
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3,634
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86,491
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Crosstex Energy, L.P.(c)
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2,868
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27,188
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DCP Midstream Partners, LP
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861
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26,546
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Duncan Energy Partners L.P.
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592
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15,087
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El Paso Pipeline Partners, L.P.
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1,064
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27,540
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Enbridge Energy Partners, L.P.
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1,307
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66,945
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Energy Transfer Partners, L.P.(d)
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1,846
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85,450
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Enterprise Products Partners L.P.
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4,416
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144,678
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Exterran Partners, L.P.
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1,092
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23,960
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Global Partners LP
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1,302
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32,346
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Holly Energy Partners, L.P.
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562
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23,951
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Magellan Midstream Partners, L.P.
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3,130
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141,580
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MarkWest Energy Partners, L.P.
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3,502
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103,581
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Martin Midstream Partners L.P.
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318
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10,051
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ONEOK Partners, L.P.(d)
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951
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57,657
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Plains All American Pipeline, L.P.(e)
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2,876
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159,380
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Quicksilver Gas Services LP
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612
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12,352
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Regency Energy Partners LP(d)
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3,383
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71,860
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Spectra Energy Partners, LP
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381
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11,415
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Sunoco Logistics Partners L.P.
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114
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7,716
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Targa Resources Partners LP
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952
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23,797
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TC PipeLines, LP
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772
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28,469
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TransMontaigne Partners L.P.
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502
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13,850
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Western Gas Partners, LP
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932
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19,921
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Williams Partners L.P.
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1,430
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55,555
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Williams Pipeline Partners L.P.
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722
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21,065
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1,357,694
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MLP Affiliates(b) 13.5%
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Enbridge Energy Management, L.L.C.(f)
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782
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39,090
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Kinder Morgan Management, LLC(d)(f)
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2,351
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134,825
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173,915
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General Partner MLP 12.6%
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Alliance Holdings GP L.P.
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874
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25,096
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Buckeye GP Holdings L.P.
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57
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1,857
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Energy Transfer Equity, L.P.
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2,473
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79,919
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Enterprise GP Holdings L.P.
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1,347
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55,299
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Inergy Holdings, L.P.
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8
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555
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162,726
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KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2010
(amounts in 000s except number of option contracts)
(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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Propane MLP 9.5%
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Inergy, L.P.(d)
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3,404
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$
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122,938
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Shipping MLP 6.3%
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Capital Product Partners L.P.
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895
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7,766
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K-Sea Transportation Partners L.P.
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78
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737
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Navios Maritime Partners L.P.
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1,247
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19,617
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Teekay LNG Partners L.P.
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1,132
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30,886
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Teekay Offshore Partners L.P.
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876
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16,456
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Teekay Tankers Ltd.
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524
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5,354
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80,816
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Upstream MLP 0.5%
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Legacy Reserves LP
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313
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6,632
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Coal MLP 0.4%
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Alliance
Resource Partners, L.P.
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83
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3,466
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Penn Virginia Resource Partners, L.P.
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98
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2,266
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5,732
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Total Equity Investments (Cost $1,346,541)
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1,910,453
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Interest
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Maturity
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Principal
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Rate
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Date
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Amount
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Energy Debt Investments 4.0%
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Midstream MLP (b) 2.1%
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Copano
Energy, L.L.C.
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7.750
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%
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6/1/18
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$
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1,800
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1,759
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Copano
Energy, L.L.C.
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8.125
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3/1/16
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500
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504
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Crosstex Energy, L.P.
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8.875
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2/15/18
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20,000
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20,300
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Niska Gas Storage U.S., LLC
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8.875
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3/15/18
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5,000
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5,000
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27,563
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Upstream MLP(b) 1.5%
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Atlas Energy Resources, LLC
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12.125
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8/1/17
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9,000
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10,125
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Atlas Energy Resources, LLC
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10.750
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2/1/18
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9,000
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9,743
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19,868
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Coal MLP 0.4%
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Clearwater Natural Resources, LP(c)(g)(h)
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(i)
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12/3/09
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13,601
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4,420
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Total Energy Debt Investments (Cost $57,421)
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51,851
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Total Long-Term Investments (Cost $1,403,962)
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1,962,304
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KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2010
(amounts in 000s except number of option contracts)
(UNAUDITED)
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Interest
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Maturity
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Description
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Rate
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Date
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Value
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Short-Term Investment 0.2%
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Repurchase Agreement 0.2%
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J.P. Morgan Securities
Inc. (Agreement dated
2/26/10 to be
repurchased at
$2,087),
collateralized by
$2,152 in
U.S. Treasury note
(Cost $2,087)
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0.020
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3/1/10
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$
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2,087
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Total Investments 152.1% (Cost $1,406,049)
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1,964,391
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No. of
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Contracts
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Liabilities
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Call Option Contracts Written(c)
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Midstream MLP
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Energy Transfer Partners, L.P., call option expiring 3/19/10 @ $45.00
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906
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(136
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ONEOK Partners, L.P., call option expiring 3/19/10 @ $60.00
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1,000
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(115
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Regency Energy Partners LP, call option expiring 3/19/10 @ $20.00
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250
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(34
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(285
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Propane MLP
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Inergy, L.P., call option expiring 3/19/10 @ $35.00
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1,000
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(145
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Total
Call Option Contracts Written (Premiums Received $391)
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(430
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Senior Unsecured Notes
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(370,000
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Unrealized Depreciation on Interest Rate Swap Contracts
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(416
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Revolving Credit Line
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(40,000
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Deferred Tax Liability
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(174,308
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Other Liabilities
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(17,708
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Total Liabilities
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(602,862
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Other Assets
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5,331
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Total Liabilities in Excess of Other Assets
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(597,531
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Preferred Stock at Redemption Value
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(75,000
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Net Assets Applicable to Common Stockholders
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$
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1,291,860
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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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Security is non-income producing.
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(d)
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Security or a portion thereof is segregated as collateral on option contracts written or
interest rate swap contract.
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(e)
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The Company believes that it is an affiliate of Plains All American, L.P.
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(f)
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Distributions are paid in-kind.
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(g)
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Fair valued securities, restricted from public sale.
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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. On January 12, 2010, Clearwater closed on the sale of all of its
reserves and a substantial portion of its operating assets to International Resource Partners,
L.P. (IRP). On March 16, 2010, the Bankruptcy Court
confirmed Clearwaters plan of reorganization (including such sale of assets to IRP).
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KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2010
(amounts in 000s except number of option contracts)
(UNAUDITED)
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As part of Clearwaters plan of
reorganization, the Company will receive consideration for its unsecured term loan. Such
consideration will be in the form of cash and a royalty interest in the reserves sold.
Pursuant to the plan of reorganization, the Company will not receive any consideration for its
equity investment in Clearwater or CNR GP Holdco, LLC. In addition to the unsecured term loan,
the Company owns 3,889 common units, 34 warrants and 41 unregistered, deferred participation
units of Clearwater. The Company assigned no value to these equity investments as of February
28, 2010. CNR GP Holdco, LLC is the general partner of Clearwater. The Company owns 83.7% of
CNR GP Holdco, LLC, which was assigned no value as of February 28, 2010, and believes it is a
controlled affiliate.
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(i)
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Floating rate unsecured working capital term loan. Interest is paid-in-kind at a rate of the
higher of (i) one year LIBOR or (ii) 4.75%, plus 900 basis points (13.75% as of February 28,
2010). The Company is not accruing interest on this investment.
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From time to time, certain of the Companys investments may be restricted as to resale. For
instance, private investments that are not registered under the Securities Act of 1933, as amended,
cannot 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 February 28, 2010, the Company held the following restricted investments:
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Number of
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
Acquisition
|
|
Type of
|
|
($)
|
|
Cost
|
|
Fair
|
|
Percent of
|
|
of Total
|
Investment
|
|
Security
|
|
Date
|
|
Restriction
|
|
(in 000s)
|
|
Basis
|
|
Value
|
|
Net Assets
|
|
Assets
|
Clearwater
Natural Resources, L.P.
|
|
Common Units
|
|
(1)
|
|
(2)
|
|
|
3,889
|
|
$
|
72,860
|
|
$
|
|
|
|
|
|
|
|
|
|
Clearwater
Natural Resources, L.P.
|
|
Unsecured Term Loan
|
|
(3)
|
|
(2)
|
|
$
|
13,601
|
|
|
13,690
|
|
|
4,420
|
|
|
0.3
|
%
|
|
|
0.2
|
%
|
Clearwater
Natural Resources, L.P.
|
|
Deferred Participation Units
|
|
3/5/08
|
|
(2)
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearwater
Natural Resources, L.P.
|
|
Warrants
|
|
9/29/08
|
|
(2)
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CNR GP Holdco, LLC
|
|
LLC Interests
|
|
3/5/08
|
|
(2)
|
|
|
n/a
|
|
|
1,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued in accordance with procedures established by the Board of
Directors
(4)
|
$
|
87,632
|
|
$
|
4,420
|
|
|
0.3
|
%
|
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Niska Gas Storage U.S., LLC
|
|
Senior Notes
|
|
(5)
|
|
(6)
|
|
$
|
5,000
|
|
$
|
5,023
|
|
$
|
5,000
|
|
|
0.4
|
%
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by prices provided by market maker or independent pricing services
|
$
|
5,023
|
|
$
|
5,000
|
|
|
0.4
|
%
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of all restricted securities
|
|
|
|
|
|
|
|
|
|
|
$
|
92,655
|
|
$
|
9,420
|
|
|
0.7
|
%
|
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The Company purchased common units on August 1, 2005 and October 2, 2006.
|
|
(2)
|
|
On January 7, 2009, Clearwater Natural Resources, LP (Clearwater) filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code. Clearwater continued operations as a
debtor-in-possession during fiscal 2009. On January 12, 2010, Clearwater closed on the sale of
substantially all of its reserves and operating assets. See Clearwater Update below for a
status update.
|
|
(3)
|
|
The Company purchased term loans on January 11, 2008; February 28, 2008; May 5, 2008; July 8,
2008; August 6, 2008; and September 29, 2008. The Company is not accruing interest income on
this investment.
|
|
(4)
|
|
Restricted securities that are classified as a Level 3. Security is valued using inputs
reflecting the Companys own assumptions.
|
|
(5)
|
|
These securities were acquired during the three months ended February 28, 2010.
|
|
(6)
|
|
Unregistered security of a public company that are classified as a Level 2. These securities
have a fair market value determined by the mean of the bid and ask prices provided by a
syndicate bank, principal market maker or an independent pricing
service. These securities have limited trading
volume and are not listed on a national exchange.
|
Clearwater Update.
On January 12, 2010, Clearwater closed on the sale of all of its reserves and a
substantial portion of its operating assets to International Resource Partners, L.P. (IRP). On
March 16, 2010, the Bankruptcy Court confirmed Clearwaters plan of reorganization (including such
sale of assets to IRP). As part of Clearwaters plan of reorganization, the Company will receive
consideration for its unsecured term loan. Such consideration will be in the form of cash and a
royalty interest in the reserves sold. The Company will not receive any consideration for its
equity investment in Clearwater or CNR GP Holdco, LLC. The Company will receive such consideration
when Clearwaters plan of reorganization becomes effective, which is expected to be May or June
2010.
At
February 28, 2010, the cost basis of investments for federal
income tax purposes was $1,224,870.
At February 28, 2010, gross unrealized appreciation and depreciation of investments for
federal income tax purposes were as follows:
|
|
|
|
|
Gross unrealized appreciation of investments
|
|
$
|
803,173
|
|
Gross unrealized depreciation of investments
|
|
|
(63,652
|
)
|
|
|
|
Net unrealized appreciation
|
|
$
|
739,521
|
|
|
|
|
The identified cost basis of federal tax purposes is estimated based on information available from
the Companys portfolio companies. In some cases, this information is very limited. Accordingly, the
actual cost basis may prove higher or lower than the estimated cost basis included in this
footnote.
As required by the Fair Value Measurement and Disclosures of the FASB Accounting Standards
Codification, the Company has performed an analysis of all assets and liabilities measured at fair
value to determine the significance and character of all inputs to their fair value determination.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value
into the following three broad categories.
|
|
|
Level 1
Quoted unadjusted prices for identical instruments in active markets
to which the Company has access at the date of measurement.
|
|
|
|
|
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.
|
|
|
|
|
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 the Companys assets and liabilities measured at fair value at
February 28, 2010. Note that the valuation levels below are not necessarily an indication of the
risk or liquidity associated with the underlying investment. For instance, the Companys repurchase
agreements, which are collateralized by U.S. Treasury notes, are generally high quality and liquid;
however, the Company reflects these repurchase agreements as Level 2 because the inputs used to
determine fair value may not always be quoted prices in an active market.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Prices with Other
|
|
|
Unobservable
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Observable Inputs
|
|
|
Inputs
|
|
|
|
Total
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)(1)
|
|
Assets
at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments
|
|
$
|
1,910,453
|
|
|
|
$ 1,910,453
|
|
|
|
$
|
|
|
|
$
|
|
Energy debt investments
|
|
|
51,851
|
|
|
|
|
|
|
|
47,431
|
|
|
|
4,420
|
|
Repurchase agreement
|
|
|
2,087
|
|
|
|
|
|
|
|
2,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
1,964,391
|
|
|
|
$ 1,910,453
|
|
|
|
$ 49,518
|
|
|
|
$ 4,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized depreciation on
interest rate swaps
|
|
$
|
416
|
|
|
|
$
|
|
|
|
$ 416
|
|
|
|
$
|
|
Option contracts written
|
|
|
430
|
|
|
|
|
|
|
|
430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value
|
|
$
|
846
|
|
|
|
$
|
|
|
|
$ 846
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The Companys investments in Level 3 represent its investments in Clearwater Natural
Resources, L.P. and CNR GP Holdco, LLC.
|
The following table presents the Companys assets measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) for the period ended February 28, 2010.
|
|
|
|
|
|
|
Long-Term
|
Assets
at Fair Value Using Unobservable Inputs (Level 3)
|
|
Investments
|
Balance November 30, 2009
|
|
$
|
4,080
|
|
Transfers out of Level 3
|
|
|
|
|
Realized gains/(losses)
|
|
|
|
|
Unrealized gains, net
|
|
|
340
|
|
Purchases, issuances or settlements
|
|
|
|
|
|
|
|
Balance February 28, 2010
|
|
$
|
4,420
|
|
|
|
|
The $340 of unrealized gains presented in the table above relate to investments that are still held
at February 28, 2010.
The Company did not have any liabilities that were measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) at February 28, 2010 and at November 30, 2009.
In January 2010, the FASB issued
Accounting Standards Update (ASU) No. 2010-06 Improving Disclosures about Fair Value
Measurements. ASU 2010-06 amends FASB Accounting Standards Codification Topic, Fair Value
Measurements and Disclosures, to require additional disclosures regarding fair value measurements.
Certain disclosures required by ASU No. 2010-06 are effective for interim and annual reporting
periods beginning after December 15, 2009, and other required disclosures are effective for fiscal
years beginning after December 15, 2010, and for interim periods within those fiscal years.
Management is currently evaluating the impact ASU No. 2010-06 will have on its financial statement
disclosures.
As required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification, the
following are the derivative instruments and hedging activities of
the Company.
The following table sets forth the fair value of the Companys derivative instruments.
|
|
|
|
|
|
|
Derivatives Not Accounted
|
|
|
|
Fair Value as of
|
|
for as Hedging Instruments
|
|
Statement of Assets and Liabilities Location
|
|
February 28, 2010
|
|
Liabilities
|
|
|
|
|
|
|
Call options
|
|
Call option contracts written
|
|
|
$430
|
|
Interest rate swap contracts
|
|
Unrealized depreciation on interest rate swap contracts
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
$846
|
|
|
|
|
|
|
The
following table sets forth the effect of the Companys derivative instruments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
|
February 28, 2010
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
Net Realized
|
|
Unrealized Gains/
|
|
|
|
|
Gains (Losses) on
|
|
(Losses) on
|
|
|
|
|
Derivatives
|
|
Derivatives
|
Derivatives Not Accounted For as
|
|
Location of Gains/(Losses)
|
|
Recognized in
|
|
Recognized in
|
Hedging Instruments
|
|
on Derivatives Recognized in Income
|
|
Income
|
|
Income
|
Put options
|
|
Options
|
|
$
|
(90
|
)
|
|
$
|
76
|
|
Call options
|
|
Options
|
|
|
74
|
|
|
|
767
|
|
Interest rate swap contracts
|
|
Interest rate swap contracts
|
|
|
(240
|
)
|
|
|
(211
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(256
|
)
|
|
$
|
632
|
|
|
|
|
|
|
Securities valuation policies and other investment related disclosures are hereby incorporated by
reference to the Funds annual report previously filed with the Securities and Exchange Commission
on form N-CSR on February 8, 2010 with a file number 811-21593.
Other
information regarding the Company is available in the Companys most recent annual report. This
information is also available on the Companys website at www.kaynefunds.com; or on the website of the
Securities and Exchange Commission at www.sec.gov.
Item 2: Controls and Procedures
(a) As of a date within 90 days from the filing date of this report, the principal executive
officer and principal financial officer concluded that the registrants disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the Act)), were
effective based on their evaluation of the disclosure controls and procedures required by Rule
30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities and Exchange Act of
1934.
(b) There were no changes in the registrants internal control over financial reporting (as
defined in Rule 30a-3(d) under the 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 3: Exhibits
|
1.
|
|
The certifications of the registrant as required by Rule 30a-2(a) under the Act
are exhibits to this report.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
|
|
|
KAYNE ANDERSON MLP INVESTMENT COMPANY
|
|
|
/s/ Kevin S. McCarthy
|
|
|
Name:
|
Kevin S. McCarthy
|
|
|
Title:
Date:
|
Chairman of the Board of Directors,
President and Chief Executive Officer
April 29, 2010
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
|
/s/ Kevin S. McCarthy
|
|
|
Name:
|
Kevin S. McCarthy
|
|
|
Title:
Date:
|
Chairman of the Board of Directors,
President and Chief Executive Officer
April 29, 2010
|
|
|
|
|
|
|
/s/ Terry A. Hart
|
|
|
Name:
|
Terry A. Hart
|
|
|
Title:
Date:
|
Chief Financial Officer and Treasurer
April 29, 2010
|
|
|
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