As filed
with the Securities and Exchange Commission on March 15,
2012
1933 Act File
No. 333-177550
1940 Act File
No. 811-21593
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form N-2
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PRE-EFFECTIVE AMENDMENT NO.
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POST-EFFECTIVE AMENDMENT NO. 2
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
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AMENDMENT NO. 43
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Kayne
Anderson MLP Investment Company
(Exact Name of Registrant as
Specified in Charter)
717 Texas Avenue, Suite 3100
Houston, Texas 77002
(Address of Principal Executive
Offices)
Registrants Telephone Number, including Area Code:
(713) 493-2020
David J. Shladovsky, Esq.
KA Fund Advisors, LLC
1800 Avenue of the Stars, Second Floor
Los Angeles, California 90067
(Name and Address of Agent for
Service)
Copies of Communications to:
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David A. Hearth, Esq.
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John F. Della Grotta, Esq.
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Paul Hastings LLP
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Paul Hastings LLP
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55 Second Street, 24th Floor
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695 Town Center Drive, 17th Floor
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San Francisco, California
94105-3441
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Costa Mesa, California 92626-1924
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(415) 856-7000
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(714) 668-6210
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Approximate Date of Proposed Public
Offering:
From time to time after the effective
date of the Registration Statement.
If any of the securities being registered on this form will be
offered on a delayed or continuous basis in reliance on
Rule 415 under the Securities Act of 1933, other than
securities offered in connection with a dividend reinvestment
plan, check the following
box.
þ
This post-effective amendment will become effective immediately
pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration
Statement on Form N-2 (File Nos. 333-177550 and 811-21593) of Kayne Anderson MLP Investment Company, as amended
(the Registration Statement) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended
(the Securities Act), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this
Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration
Statement on Form N-2 setting forth the exhibits to the Registration
Statement. This Post-Effective Amendment No. 2
does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this
Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange
Commission. The contents of the Registration Statement are hereby incorporated by reference.
KAYNE ANDERSON MLP INVESTMENT COMPANY
PART C Other Information
Item 25.
Financial Statements and Exhibits
1. Financial Statements:
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Part A
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Our financial highlights, the accompanying notes thereto, and the
report of PricewaterhouseCoopers LLP thereon, contained in our
Annual Report to Stockholders on Form N-CSR for the fiscal year
ended November 30, 2011, filed by us with the SEC on
February 7, 2012, are hereby
incorporated herein by reference into Part A of this Registration
Statement.
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Part B
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Our financial statements and financial highlights, the accompanying
notes thereto, and the report of PricewaterhouseCoopers LLP
thereon, contained in our Annual Report to Stockholders on Form
N-CSR for the fiscal year ended November 30, 2011, filed by us with
the SEC on February 7, 2012, are hereby
incorporated herein by reference into Part B of this Registration
Statement.
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(a)(1)
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Registrants Articles of Amendment and Restatement is incorporated herein by reference to
Exhibit 99.1 of Pre-Effective Amendment No. 3 to the Registrants Registration Statement on
Form N-2 (File Nos. 333-116479 and 811-21593) as filed with the Securities and Exchange
Commission on September 1, 2004.
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(a)(2)
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Registrants Articles Supplementary for Series A Mandatory Redeemable Preferred Shares is
incorporated herein by reference to Exhibit (a)(2) of Pre-Effective Amendment No. 2 to the
Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed
with the Securities and Exchange Commission on July 6, 2010.
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(a)(3)
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Registrants Articles Supplementary for Series B Mandatory Redeemable Preferred Shares and
Series C Mandatory Redeemable Preferred Shares is incorporated herein by reference to Exhibit
(a)(3) of Post-Effective Amendment No. 2 to the Registrants Registration Statement on Form
N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission
on February 14, 2011.
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(a)(4)
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Registrants Articles Supplementary for Series D Mandatory Redeemable Preferred Shares is
incorporated herein by reference to Exhibit (a)(4) of Post-Effective Amendment No. 5 to the
Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed
with the Securities and Exchange Commission on May 5, 2011.
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(a)(5)
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Registrants Articles Supplementary for Series E Mandatory Redeemable Preferred Shares filed herewith.
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(b)
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Registrants Amended and
Restated Bylaws are incorporated herein by reference to
Exhibit 99.1 of Pre-Effective Amendment No. 4 to the Registrants Registration on Form N-2
(File Nos. 333-116479 and 811-21593) as filed with the Securities and Exchange Commission on
September 16, 2004.
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(c)
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Voting Trust Agreement none.
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(d)(1)
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Form of Stock Certificate for the
Registrants Common Stock is incorporated herein by reference to Exhibit (d)(1) of
Registrants Registration Statement on Form N-2 (File Nos. 333-140488 and 811-21593) as filed
with the Securities and Exchange Commission on February 7, 2007.
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(d)(2)
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Form of Fitch Rating Guidelines is incorporated herein by reference to
Exhibit (d)(2) of Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as filed
with the Securities and Exchange Commission on October 26, 2011.
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C-1
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(d)(3)
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Form of Stock Certificate for the
Registrants Series A Mandatory Redeemable Preferred Shares is incorporated herein by
reference to Exhibit (d)(2) of Pre-Effective Amendment No. 1 to Registrants Registration
Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and
Exchange Commission on May 24, 2010.
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(d)(4)
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Form of Stock Certificate for the
Registrants Series B Mandatory Redeemable Preferred Shares is incorporated herein by
reference to Exhibit (d)(4) of Post-Effective Amendment No. 2 to the Registrants Registration
Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and
Exchange Commission on February 14, 2011.
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(d)(5)
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Form of Stock Certificate for the
Registrants Series C Mandatory Redeemable Preferred Shares is incorporated herein by
reference to Exhibit (d)(5) of Post-Effective Amendment No. 2 to the Registrants Registration
Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and
Exchange Commission on February 14, 2011.
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(d)(6)
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Form of Stock Certificate for the
Registrants Series D Mandatory Redeemable Preferred Shares is incorporated herein by
reference to Exhibit (d)(6) of Post-Effective Amendment No. 5 to the Registrants Registration
Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and
Exchange Commission on May 5, 2011.
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(d)(7)
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Form of Stock Certificate for the
Registrants Series E Mandatory Redeemable Preferred Shares filed herewith.
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(e)
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Registrants Amended Dividend Reinvestment Plan is incorporated herein by reference to
Exhibit (e) of Post-Effective Amendment No. 1 to the Registrants Registration Statement on
Form N-2 (File Nos. 333-151975 and 811-21593) as filed with the Securities and Exchange
Commission on April 17, 2009.
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(f)
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Long-Term Debt Instruments none.
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(g)(1)
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Amended and Restated Investment Management Agreement between Registrant and Kayne Anderson
Capital Advisors, L.P. is incorporated herein by reference to Exhibit (g)(1) of Pre-Effective
Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File Nos. 333-140488
and 811-21593) as filed with the Securities and Exchange Commission on March 23, 2007.
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(g)(2)
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Assignment of Investment Management Agreement from Kayne Anderson Capital Advisors, L.P. to
KA Fund Advisors, LLC is incorporated herein by reference to Exhibit (g)(2) of Pre-Effective
Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File Nos. 333-140488
and 811-21593) as filed with the Securities and Exchange Commission on March 23, 2007.
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(h)(1)
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Underwriting Agreement by and among the Registrant,
KA Fund Advisors, LLC and Kayne Anderson Capital Advisors, L.P. and Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC as Representatives of the
several underwriters dated February 29, 2012 is incorporated herein by reference to Exhibit (h)(1) of Post-Effective
Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as filed
with the Securities and Exchange Commission on February 29, 2012.
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(h)(2)
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Underwriting Agreement by and among the Registrant, KA Fund Advisors, LLC and
Kayne Anderson Capital Advisors, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global
Markets Inc. and Wells Fargo Securities, LLC dated March 14, 2012 filed herewith.
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(i)
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Bonus, Profit Sharing, Pension Plans none.
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C-2
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(j)(1)
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Form of Custody Agreement is incorporated herein by reference to Exhibit 99.6 of
Pre-Effective Amendment No. 4 to the Registrants Registration on Form N-2 (File Nos.
333-116479 and 811-21593) as filed with the Securities and Exchange Commission on September
16, 2004.
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(j)(2)
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Assignment of Custody Agreement from Custodial Trust Company to JPMorgan Chase Bank, N.A is
incorporated herein by reference to Exhibit (j)(2) of Pre-Effective Amendment No. 1 to the
Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed
with the Securities and Exchange Commission on May 24, 2010.
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(k)
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Other Material Contracts:
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(k)(1)
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Administration Agreement between the Registrant and Ultimus Fund Solutions, LLC dated
February 28, 2009 is incorporated herein by reference to Exhibit (k)(1) of Post-Effective
Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-151975 and 811-21593)
as filed with the Securities and Exchange Commission on April 17, 2009.
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(k)(2)
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First Amendment to Administration
Agreement between the Registrant and Ultimus Fund Solutions, LLC
dated December 12, 2011 is incorporated by reference to Exhibit (k)(1) of Post-Effective Amendment
No. 1 to the Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593)
as filed with the Securities and Exchange Commission on February 29, 2012.
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(k)(3)
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Form of Transfer Agency Agreement is incorporated herein by reference to Exhibit 99.3 of
Pre-Effective Amendment No. 5 to the Registrants Registration Statement on Form N-2 (File
Nos. 333-116479 and 811-21593) as filed with the Securities and Exchange Commission on
September 27, 2004.
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(k)(4)
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Form of Fund Accounting Agreement is incorporated herein by reference to Exhibit 99.4 of
Pre-Effective Amendment No. 5 to the Registrants Registration Statement on Form N-2 (File
Nos. 333-116479 and 811-21593) as filed with the Securities and Exchange Commission on
September 27, 2004.
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(k)(5)
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Credit Agreement among the Registrant, JPMorgan Chase Bank, N.A. and the several lenders
from time to time parties thereto dated June 26, 2009 is incorporated herein by reference to Exhibit
(k)(4) of Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form
N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission
on April 1, 2011.
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(k)(6)
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Accession Agreement among Citibank, N.A., the Registrant, JP Morgan Chase Bank, N.A. and the
lenders parties thereto dated July 1, 2009 is incorporated herein by reference to Exhibit
(k)(5) of Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form
N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission
on April 1, 2011.
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(k)(7)
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Termination, Replacement and Restatement Agreement among the Registrant, JP Morgan Chase
Bank, N.A., J. P. Morgan Securities Inc., and the several banks from time to time parties
thereto dated June 11, 2010 is incorporated herein by reference to Exhibit (k)(6) of
Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form N-2 (File
Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission on April
1, 2011.
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(k)(8)
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First Amendment Agreement to Credit Agreement among the Registrant, JP Morgan Chase Bank,
N.A., J. P. Morgan Securities Inc., and the several banks from time to time parties thereto
dated October 25, 2010 is incorporated herein by reference to Exhibit (k)(7) of Post-Effective
Amendment No. 3 to the Registrants Registration Statement on Form N-2 (File Nos. 333-165775
and 811-21593) as filed with the Securities and Exchange Commission on April 1, 2011.
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(k)(9)
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Second Amendment Agreement to Credit Agreement among the Registrant, JP Morgan Chase Bank,
N.A., J. P. Morgan Securities Inc., and the several banks from time to time parties thereto
dated February 25, 2011 is incorporated herein by reference to Exhibit (k)(8) of
Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form N-2 (File
Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission on April
1, 2011.
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(k)(10)
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Third Amendment Agreement to Credit Agreement among the Registrant, JP Morgan Chase Bank,
N.A., J. P. Morgan Securities Inc., and the several banks from time to time parties thereto
dated October 17, 2011 is incorporated herein by reference to Exhibit (k)(9) of
Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as
filed with the Securities and Exchange Commission on October 26, 2011.
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(k)(11)
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Note Purchase Agreement for Series G Notes, Series H Notes, Series I Notes, Series J Notes,
Series K Notes and Series L Notes dated June 19, 2008 is incorporated herein by reference to Exhibit
(k)(5) of Pre-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-2
(File Nos. 333-151975 and 811-21593) as filed with the Securities and Exchange Commission on
August 13, 2008.
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C-3
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(k)(12)
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Note Purchase Agreement for Series M Notes and Series N Notes dated November 4, 2009 is
incorporated herein by reference to Exhibit (k)(10) of Post-Effective Amendment No. 3 to the
Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed
with the Securities and Exchange Commission on April 1, 2011.
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(k)(13)
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Note Purchase Agreement for Series O Notes and Series P Notes dated May 7, 2010 is
incorporated herein by reference to Exhibit (k)(11) of Post-Effective Amendment No. 3 to the
Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed
with the Securities and Exchange Commission on April 1, 2011.
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(k)(14)
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Note Purchase Agreement for Series Q Notes, Series R Notes, Series S Notes and Series T
Notes dated November 9, 2010 is incorporated herein by reference to Exhibit (k)(12) of Post-Effective
Amendment No. 3 to the Registrants Registration Statement on Form N-2 (File Nos. 333-165775
and 811-21593) as filed with the Securities and Exchange Commission on April 1, 2011.
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(k)(15)
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Note Purchase Agreement for Series U Notes, Series V Notes and
Series W Notes dated May 26,
2011 is incorporated herein by reference to Exhibit (k)(14) of Pre-Effective
Amendment No. 1 to the Registrants Registration Statement on
Form N-2 (File Nos. 333-177550 and 811-21593) as filed with the
Securities and Exchange Commission on December 9, 2011.
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(k)(16)
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Certificate of Appointment of American Stock Transfer & Trust Company as Transfer Agent and
registrar for Series D Mandatory Redeemable Preferred Shares is incorporated herein by reference to
Exhibit (k)(13) of Post-Effective Amendment No. 5 to the Registrants Registration Statement
on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange
Commission on May 5, 2011.
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(k)(17)
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Certificate of Appointment of
American Stock transfer & Trust
Company as Transfer Agent and registrar for Series E Mandatory Redeemable Preferred Shares filed herewith.
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(l)
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Opinions and Consents of Counsel:
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(l)(1)
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Opinion and Consent of Venable LLP
with Respect to Issuances of Common Stock and Preferred Stock dated December 9, 2011 is incorporated herein by reference to Exhibit (l)(1)
of Pre-Effective Amendment No. 1 to the Registrants
Registration Statement on Form N-2 (File Nos. 333-177550 and
811-21593) as filed with the Securities and Exchange Commission on
December 9, 2011.
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(l)(2)
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Opinion and Consent of Venable LLP
with Respect to Specific Issuance of Common Stock is incorporated by reference
to Exhibit (l)(2) of Post-Effective Amendment No. 1 to the Registrants Registration
Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as filed with the Securities
and Exchange Commission on February 29, 2012.
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(l)(3)
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Opinion and Consent of Venable LLP with Respect to
Specific Issuance of Series E Mandatory Redeemable Preferred Shares
filed herewith.
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(m)
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Non-Resident Officers/Directors none.
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(n)
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Consent of PricewaterhouseCoopers
LLP, the Registrants Independent Auditors is incorporated by reference to Exhibit (n) of
Pre-Effective Amendment No. 2 to the Registrants Registration Statement on Form N-2 (File Nos. 333-177550
and 811-21593) as filed with the Securities and Exchange Commission on February 9, 2012.
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(o)
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Omitted Financial Statements none.
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(p)
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Subscription Agreement none.
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(q)
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Model Retirement Plans none.
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(r)
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Codes of Ethics:
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(r)(1)
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Code of Ethics of Registrant is incorporated herein by reference to Exhibit 99.8 of Pre-Effective
Amendment No. 4 to the Registrants Registration on Form N-2 (File Nos. 333-116479 and
811-21593) as filed with the Securities and Exchange Commission on September 16, 2004.
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(r)(2)
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Code of Conduct of KA Fund Advisors, LLC is incorporated herein by reference to Exhibit (r)(2) of
Post-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File
Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission on August
10, 2010.
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(s)
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Powers of Attorney are incorporated herein by reference to Exhibit (s) of
Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as filed with the Securities and
Exchange Commission on October 26, 2011.
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Item 26.
Marketing Arrangements
Reference is made to
the Underwriting Agreement for the Registrants common stock
filed as Exhibit (h)(1) herewith, the Underwriting Agreement for the
Registrants Series E Mandatory Redeemable Preferred Shares filed
as Exhibit (h)(2) herewith and other forms of underwriting
agreements for the Registrants common and
preferred stock to be filed as exhibits in future amendments to the Registrants Registration
Statement, the section entitled Plan of Distribution contained
in Registrants Base Prospectus, filed in Part A of
Registrants Registration Statement and in sections of prospectus
supplements entitled Underwriting or similar such
captions, filed with the Securities and Exchange Commission from time
to time.
Item 27.
Other Expenses and Distribution
C-4
The following table sets forth the estimated expenses to be incurred in connection with
the offering described in this Registration Statement:
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Securities and Exchange Commission fees
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$
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57,300
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Printing and engraving expenses
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$
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350,000
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FINRA fee
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$
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50,500
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NYSE listing fees
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$
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95,000
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Accounting fees and expenses
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$
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125,000
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Legal fees and expenses
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$
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400,000
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Miscellaneous fees and expenses
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$
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75,000
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Total
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$
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1,152,800
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Item 28.
Persons Controlled by or Under Common Control
None.
Item 29.
Number of Holders of Securities as of February 29, 2012
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Title of Class
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Number of Record Holders
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Common Stock, $0.001 par value per share
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44
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Preferred Stock (Liquidation Preference $25.00 per share)
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11
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Long-term Debt
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29
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Item 30.
Indemnification
Maryland law permits a Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty
that is established by a final judgment as
being material to the cause of action. The Registrants charter contains such a provision which
eliminates our directors and officers liability to the maximum extent permitted by Maryland law,
subject to the requirements of the 1940 Act.
The Registrants charter authorizes the Registrant, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify any present or former director or officer or any
individual who, while a director or officer of the Registrant and at the request of the Registrant,
serves or has served another corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from
and against any claim or liability to which that individual may become subject or which that
individual may incur by reason of his or her service in any such capacity and to pay or reimburse
his or her reasonable expenses in advance of final disposition of a proceeding. The Registrants
bylaws obligate the Registrant, to the maximum extent permitted by Maryland law, to indemnify any
present or former director or officer or any individual who, while a director or officer of the
Registrant and at the request of the Registrant, serves or has served another corporation, real
estate investment trust, partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a
party to the proceeding by reason of his or her service in that capacity from and against any claim
or liability to which that individual may become subject or which that individual may incur by
reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her
reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws also
permit the Registrant to indemnify and advance expenses to any individual who served a predecessor
of the Registrant in any of the capacities described above and any employee or agent of the
Registrant or a predecessor of the Registrant.
Maryland law requires a corporation (unless its charter provides otherwise, which the
Registrants charter does not) to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to
be made, a party by reason of his or her service in that capacity. Maryland law permits a
corporation to indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made, or threatened to be made, a party by
reason of their service in those or other capacities unless it is established that (a) the act or
omission of the director or officer was material to the matter giving rise to the proceeding and
(1) was committed in bad faith or (2) was the result of active and deliberate dishonesty,
(b) the director or officer actually received an improper personal benefit in money, property
or services or (c) in the case of any
C-5
criminal proceeding, the director or officer had reasonable
cause to believe the act or omission was unlawful. However, under Maryland law, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a director or
officer upon the corporations receipt of (a) a written affirmation by the director or officer of
his or her good faith belief that he or she has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by him or her or on his or her
behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined
that the standard of conduct was not met.
Insofar as indemnification for liability arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 31.
Business and Other Connections of Investment Adviser
The information in the SAI under the caption Management Directors and Officers is hereby
incorporated by reference.
Part B and Schedules A and D of Form ADV of the Adviser (SEC File No. 801-67089), incorporated
herein by reference, sets forth the officers of the Adviser and information as to any business,
profession, vocation or employment of a substantial nature engaged in by those officers during the
past two years.
Item 32.
Location of Accounts and Records
The accounts, books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, as amended, and the rules promulgated thereunder, are kept by the
Registrant or its custodian, transfer agent, administrator and fund accountant.
Item 33.
Management Services
Not applicable.
Item 34.
Undertakings
1. Registrant undertakes to suspend the offering of its common stock until it amends the
prospectus filed herewith if (1) subsequent to the effective date of its registration statement,
the net asset value declines more than 10 percent from its net asset value as of the effective date
of the registration statement, or (2) the net asset value increases to an amount greater than its
net proceeds as stated in the prospectus.
2. Not Applicable.
3. Not Applicable.
4. Registrant undertakes:
(a) to file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the Securities Act);
C-6
(2) to reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement; and
(3) to include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
(b) that, for the purpose of determining liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of those securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(c) to remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering;
(d) that, for the purpose of determining liability under the Securities Act to any purchaser,
if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 497(b), (c), (d)
or (e) under the Securities Act as part of this registration statement relating to an offering,
other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to
be part of and included in this registration statement as of the date it is first used after
effectiveness.
Provided
,
however
, that no statement made in this registration
statement or prospectus that is part of this registration statement or made in a document
incorporated or deemed incorporated by reference into this registration or prospectus that is part
of this registration statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in this registration statement or
prospectus that was part of this registration statement or made in any such document immediately
prior to such date of first use.
(e) that for the purpose of determining liability of the Registrant under the Securities Act
to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the
offering required to be filed pursuant to Rule 497 under the Securities Act;
(2) the portion of any advertisement pursuant to Rule 482 under the Securities Act relating to
the offering containing material information about the undersigned Registrant or its securities
provided by or on behalf of the undersigned Registrant; and
(3) any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
5. Registrant undertakes that:
(a) For purposes of determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497(h) under
the Securities Act shall be deemed to be part of this registration statement as of the time it was
declared effective; and
(b) For the purpose of determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of the securities at that time shall
be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means designed to ensure
equally prompt delivery, within two business days of receipt of a written or oral request, any
Statement of Additional Information.
7. Upon each issuance of securities pursuant to this Registration Statement, the Registrant
undertakes to file a form of prospectus and/or form of prospectus supplement pursuant to Rule 497
and a post-effective amendment to the extent required by the Securities
C-7
Act and the rules and regulations thereunder, including, but not limited to a post-effective
amendment pursuant to Rule 462(c) or Rule 462(d) under the Securities Act.
8. The Registrant undertakes to file a post-effective amendment upon each issuance of
securities pursuant to this registration statement in which such securities are sold other than for
cash, including in exchange transactions for non-control securities or for a combination of cash
and non-control securities.
9. The
Registrant undertakes to file a post-effective amendment with respect to any offering of common stock and preferred
stock pursuant to this Registration Statement which is structured as a linked or unit offering.
C-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective
Amendment No. 2 to this Registration Statement on Form
N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, and the State of Texas, on the
15th day of March, 2012.
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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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Title:
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the 1933 Act, this
Post-Effective Amendment No. 2 to this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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Director, Chief Executive Officer and
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March 15, 2012
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/s/ KEVIN S. McCARTHY
Kevin S. McCarthy
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President
(Principal Executive Officer)
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/s/ TERRY A. HART
Terry A. Hart
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Chief Financial Officer and
Treasurer
(Principal Financial and
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March 15, 2012
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Accounting Officer)
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/s/ ANNE K. COSTIN*
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Director
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March 15, 2012
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/s/
STEVEN C. GOOD*
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Director
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March 15, 2012
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/s/
GERALD I. ISENBERG*
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Director
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March 15, 2012
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/s/
WILLIAM H. SHEA*
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Director
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March 15, 2012
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*By:
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Attorney-in-Fact
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March 15, 2012
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/s/
DAVID A. HEARTH
David A. Hearth
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The original powers of attorney
authorizing David A. Hearth to execute this Registration Statement and any amendments thereto for the directors of the
Registrant on whose behalf this Registration Statement is filed have been executed and were previously filed as
Exhibit (s) to this Registration Statement.
C-9
INDEX TO EXHIBITS
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Exhibit
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Exhibit Name
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(a)(1)
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Registrants Articles of Amendment and Restatement is incorporated herein by reference to Exhibit 99.1
of Pre-Effective Amendment No. 3 to the Registrants Registration Statement on Form N-2 (File Nos.
333-116479 and 811-21593) as filed with the Securities and Exchange Commission on September 1, 2004.
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(a)(2)
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Registrants Articles Supplementary for Series A Mandatory Redeemable Preferred Shares is incorporated
herein by reference to Exhibit (a)(2) of Pre-Effective Amendment No. 2 to the Registrants Registration
Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange
Commission on July 6, 2010.
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(a)(3)
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Registrants Articles Supplementary for Series B Mandatory Redeemable Preferred Shares and Series C
Mandatory Redeemable Preferred Shares is incorporated herein by reference to Exhibit (a)(3) of
Post-Effective Amendment No. 2 to the Registrants Registration Statement on Form N-2 (File Nos.
333-165775 and 811-21593) as filed with the Securities and Exchange Commission on February 14, 2011.
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(a)(4)
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Registrants Articles Supplementary for Series D Mandatory Redeemable Preferred Shares is incorporated
herein by reference to Exhibit (a)(4) of Post-Effective Amendment No. 5 to the Registrants
Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities
and Exchange Commission on May 5, 2011.
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(a)(5)
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Registrants Articles Supplementary for Series E Mandatory Redeemable Preferred Shares filed herewith.
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(b)
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Registrants Amended and
Restated Bylaws are incorporated herein by reference to Exhibit
99.1 of Pre-Effective Amendment No. 4 to the Registrants Registration on Form N-2 (File Nos.
333-116479 and 811-21593) as filed with the Securities and Exchange Commission on September 16, 2004.
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(c)
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Voting Trust Agreement none.
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(d)(1)
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Form of Stock Certificate for the
Registrants Common Stock is incorporated herein by reference to Exhibit (d)(1) of Registrants
Registration Statement on Form N-2 (File Nos. 333-140488 and 811-21593) as filed with the Securities
and Exchange Commission on February 7, 2007.
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(d)(2)
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Form of Fitch Rating Guidelines is incorporated herein by reference to Exhibit
(d)(2) of Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as filed with the
Securities and Exchange Commission on October 26, 2011.
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(d)(3)
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Form of Stock Certificate for the
Registrants Series A Mandatory Redeemable Preferred Shares is incorporated herein by reference
to Exhibit (d)(2) of Pre-Effective Amendment No. 1 to Registrants Registration Statement on Form N-2
(File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission on May 24,
2010.
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(d)(4)
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Form of Stock Certificate for the
Registrants Series B Mandatory Redeemable Preferred Shares is incorporated herein by reference
to Exhibit (d)(4) of Post-Effective Amendment No. 2 to the Registrants Registration Statement on Form
N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission on
February 14, 2011.
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(d)(5)
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Form of Stock Certificate for the
Registrants Series C Mandatory Redeemable Preferred Shares is incorporated herein by reference
to Exhibit (d)(5) of Post-Effective Amendment No. 2 to the Registrants Registration Statement on Form
N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission on
February 14, 2011.
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(d)(6)
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Form of Stock Certificate for the
Registrants Series D Mandatory Redeemable Preferred Shares is incorporated herein by reference
to Exhibit (d)(6) of Post-Effective Amendment No. 5 to the Registrants Registration Statement on Form
N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange Commission on May 5,
2011.
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(d)(7)
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Form of Stock Certificate for the
Registrants Series E Mandatory Redeemable Preferred Shares filed herewith.
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(e)
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Registrants Amended Dividend Reinvestment Plan is incorporated herein by reference to Exhibit (e) of
Post-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File Nos.
333-151975 and 811-21593) as filed with the Securities and Exchange Commission on April 17, 2009.
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(f)
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Long-Term Debt Instruments none.
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C-10
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Exhibit
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Exhibit Name
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(g)(1)
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Amended and Restated Investment Management Agreement between Registrant and Kayne Anderson Capital
Advisors, L.P. is incorporated herein by reference to Exhibit (g)(1) of Pre-Effective Amendment No. 1
to the Registrants Registration Statement on Form N-2 (File Nos. 333-140488 and 811-21593) as filed
with the Securities and Exchange Commission on March 23, 2007.
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(g)(2)
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Assignment of Investment Management Agreement from Kayne Anderson Capital
Advisors, L.P. to KA Fund
Advisors, LLC is incorporated herein by reference to Exhibit (g)(2) of Pre-Effective Amendment No. 1 to
the Registrants Registration Statement on Form N-2 (File Nos. 333-140488 and 811-21593) as filed with
the Securities and Exchange Commission on March 23, 2007.
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(h)(1)
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Underwriting Agreement by and among the Registrant, KA Fund
Advisors, LLC and Kayne Anderson Capital Advisors, L.P. and Citigroup Global Markets Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC as Representatives of the several
underwriters dated February 29, 2012 is incorporated herein by reference to Exhibit (h)(1) of Post-Effective
Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593)
as filed with the Securities and Exchange Commission on February 29, 2012.
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(h)(2)
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Underwriting Agreement by and among the Registrant, KA Fund Advisors,
LLC and Kayne Anderson Capital Advisors, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc. and Wells Fargo Securities, LLC dated
March 14,
2012 filed herewith.
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(i)
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Bonus, Profit Sharing, Pension Plans none.
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(j)(1)
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Form of Custody Agreement is incorporated herein by reference to Exhibit 99.6 of Pre-Effective
Amendment No. 4 to the Registrants Registration on Form N-2 (File Nos. 333-116479 and 811-21593) as
filed with the Securities and Exchange Commission on September 16, 2004.
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(j)(2)
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Assignment of Custody Agreement from Custodial Trust Company to JPMorgan Chase Bank, N.A is
incorporated herein by reference to Exhibit (j)(2) of Pre-Effective Amendment No. 1 to the Registrants
Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities
and Exchange Commission on May 24, 2010.
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(k)
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Other Material Contracts:
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(k)(1)
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Administration Agreement between the Registrant and Ultimus Fund Solutions, LLC dated February 28, 2009
is incorporated herein by reference to Exhibit (k)(1) of Post-Effective Amendment No. 1 to the
Registration Statement on Form N-2 (File Nos. 333-151975 and 811-21593) as filed with the Securities
and Exchange Commission on April 17, 2009.
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(k)(2)
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First Amendment to Administration
Agreement between the Registrant and Ultimus Fund Solutions, LLC
dated December 12, 2011 is incorporated by reference to Exhibit (k)(1) of
Post-Effective Amendment No. 1 to the Registrants Registration Statement on
Form N-2 (File Nos. 333-177550 and 811-21593) as filed with the Securities and
Exchange Commission on February 29, 2012.
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(k)(3)
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Form of Transfer Agency Agreement is incorporated herein by reference to Exhibit 99.3 of Pre-Effective
Amendment No. 5 to the Registrants Registration Statement on Form N-2 (File Nos. 333-116479 and
811-21593) as filed with the Securities and Exchange Commission on September 27, 2004.
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(k)(4)
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Form of Fund Accounting Agreement is incorporated herein by reference to Exhibit 99.4 of Pre-Effective
Amendment No. 5 to the Registrants Registration Statement on Form N-2 (File Nos. 333-116479 and
811-21593) as filed with the Securities and Exchange Commission on September 27, 2004.
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(k)(5)
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Credit Agreement among the Registrant, JPMorgan Chase Bank, N.A. and the several lenders from time to
time parties thereto dated June 26, 2009 is incorporated herein by reference to Exhibit (k)(4) of
Post-Effective Amendment
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C-11
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Exhibit
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Exhibit Name
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No. 3 to the Registrants Registration Statement on Form N-2 (File Nos.
333-165775 and 811-21593) as filed with the Securities and Exchange Commission on April 1, 2011.
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(k)(6)
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Accession Agreement among Citibank, N.A., the Registrant, JP Morgan Chase Bank, N.A. and the lenders
parties thereto dated July 1, 2009 is incorporated herein by reference to Exhibit (k)(5) of
Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form N-2 (File Nos.
333-165775 and 811-21593) as filed with the Securities and Exchange Commission on April 1, 2011.
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(k)(7)
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Termination, Replacement and Restatement Agreement among the Registrant, JP Morgan Chase Bank, N.A., J.
P. Morgan Securities Inc., and the several banks from time to time parties thereto dated June 11, 2010
is incorporated herein by reference to Exhibit (k)(6) of Post-Effective Amendment No. 3 to the
Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the
Securities and Exchange Commission on April 1, 2011.
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(k)(8)
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First Amendment Agreement to Credit Agreement among the Registrant, JP Morgan Chase Bank, N.A., J. P.
Morgan Securities Inc., and the several banks from time to time parties thereto dated October 25, 2010
is incorporated herein by reference to Exhibit (k)(7) of Post-Effective Amendment No. 3 to the
Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the
Securities and Exchange Commission on April 1, 2011.
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(k)(9)
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Second Amendment Agreement to Credit Agreement among the Registrant, JP Morgan Chase Bank, N.A., J. P.
Morgan Securities Inc., and the several banks from time to time parties thereto dated February 25, 2011
is incorporated herein by reference to Exhibit (k)(8) of Post-Effective Amendment No. 3 to the
Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the
Securities and Exchange Commission on April 1, 2011.
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(k)(10)
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Third Amendment Agreement to Credit Agreement among the Registrant, JP Morgan Chase Bank,
N.A., J. P. Morgan Securities Inc., and the several banks from time to time parties thereto
dated October 17, 2011 is incorporated herein by reference to Exhibit (k)(9) of Registrants
Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as filed with the Securities
and Exchange Commission on October 26, 2011.
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(k)(11)
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Note Purchase Agreement for Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K
Notes and Series L Notes dated June 19, 2008 is incorporated herein by reference to Exhibit (k)(5) of
Pre-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File Nos.
333-151975 and 811-21593) as filed with the Securities and Exchange Commission on August 13, 2008.
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(k)(12)
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Note Purchase Agreement for Series M Notes and Series N Notes dated November 4, 2009 is incorporated herein by
reference to Exhibit (k)(10) of Post-Effective Amendment No. 3 to the Registrants Registration
Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange
Commission on April 1, 2011.
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(k)(13)
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Note Purchase Agreement for Series O Notes and Series P Notes dated May 7, 2010 is incorporated herein by
reference to Exhibit (k)(11) of Post-Effective Amendment No. 3 to the Registrants Registration
Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Securities and Exchange
Commission on April 1, 2011.
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(k)(14)
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Note Purchase Agreement for Series Q Notes, Series R Notes, Series S Notes and Series T Notes dated
November 9, 2010 is incorporated herein by reference to Exhibit (k)(12) of Post-Effective Amendment No. 3 to
the Registrants Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with
the Securities and Exchange Commission on April 1, 2011.
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(k)(15)
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Note Purchase Agreement for Series U Notes, Series V Notes and Series W Notes dated May 26,
2011 is incorporated herein by reference to Exhibit (k)(14) of Pre-Effective
Amendment No. 1 to the Registrants Registration Statement on
Form N-2 (File Nos. 333-177550 and 811-21593) as filed with the
Securities and Exchange Commission on December 9, 2011.
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(k)(16)
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Certificate of Appointment of American Stock Transfer & Trust Company as Transfer Agent and registrar
for Series D Mandatory Redeemable Preferred Shares is incorporated herein by reference to Exhibit (k)(13) of
Post-Effective Amendment No. 5 to the Registrants Registration Statement on Form N-2 (File Nos.
333-165775 and 811-21593) as filed with the Securities and Exchange Commission on May 5, 2011.
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(k)(17)
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Certificate of Appointment of American Stock transfer &
Trust Company as Transfer Agent and registrar for Series E Mandatory
Redeemable Preferred Shares filed herewith.
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C-12
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Exhibit
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Exhibit Name
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(l)
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Opinions and Consents of Counsel:
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(l)(1)
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Opinion and Consent of Venable LLP
with Respect to Issuances of Common Stock and Preferred Stock dated December 9, 2011 is incorporated herein by reference to Exhibit (l)(1)
of Pre-Effective Amendment No. 1 to the Registrants
Registration Statement on Form N-2 (File Nos. 333-177550 and
811-21593) as filed with the Securities and Exchange Commission on
December 9, 2011.
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(l)(2)
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Opinion and Consent of Venable LLP
with Respect to Specific Issuance of Common Stock is incorporated by reference to Exhibit (l)(2) of
Post-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File Nos.
333-177550 and 811-21593) as filed with the Securities and Exchange Commission on February 29, 2012.
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(l)(3)
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Opinion and Consent of Venable LLP
with Respect to Specific Issuance of Series E Mandatory Redeemable
Preferred Shares filed herewith.
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(m)
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Non-Resident Officers/Directors none.
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(n)
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Consent of PricewaterhouseCooper
LLP, the Registrants Independent Auditors is incorporated by reference to Exhibit (n) of Pre-Effective
Amendment No. 2 to the Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as
filed with the Securities and Exchange Commission on February 9, 2012.
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(o)
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Omitted Financial Statements none.
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(p)
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Subscription Agreement none.
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(q)
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Model Retirement Plans none.
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(r)
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Codes of Ethics:
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(r)(1)
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Code of Ethics of Registrant is incorporated herein by reference to Exhibit 99.8 of Pre-Effective Amendment
No. 4 to the Registrants Registration on Form N-2 (File Nos. 333-116479 and 811-21593) as filed with
the Securities and Exchange Commission on September 16, 2004.
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(r)(2)
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Code of Conduct of KA Fund Advisors, LLC is incorporated herein by reference to Exhibit (r)(2) of
Post-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File Nos.
333-165775 and 811-21593) as filed with the Securities and Exchange Commission on August 10, 2010.
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(s)
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Powers of Attorney are incorporated herein by reference to Exhibit (s) of
Registrants Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593) as filed with the Securities
and Exchange Commission on October 26, 2011.
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C-13
Kayne Anderson Energy In... (NYSE:KYN)
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