posam
As filed with the Securities and Exchange
Commission on December 9, 2005
1933 Act File No. 333-129325
1940 Act File No. 811-21593
U.S. SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
þ REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
o PRE-EFFECTIVE
AMENDMENT NO.
þ POST-EFFECTIVE
AMENDMENT NO. 1
and
þ REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
þ AMENDMENT
NO. 23
Kayne Anderson MLP Investment
Company
(Exact Name of Registrant as Specified in Charter)
1800 Avenue of the Stars, Second
Floor
Los Angeles, California 90067
(Address of Principal Executive Offices)
Registrants Telephone Number, including
Area Code: (310) 556-2721
David J. Shladovsky, Esq.
Kayne Anderson Capital Advisors,
L.P.
1800 Avenue of the Stars, Second
Floor
Los Angeles, California 90067
(Name and Address of Agent for Service)
Copies of Communications to:
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David A. Hearth, Esq. |
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Frank P. Bruno, Esq. |
Paul, Hastings, Janofsky & Walker
LLP
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Sidley Austin Brown & Wood LLP |
55 Second Street, 24th Floor
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787 7th Avenue |
San Francisco, California 94105-3441
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New York, New York 10019 |
(415) 856-7000
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(212) 839-5300 |
Approximate Date of Proposed Public Offering:
As soon as practicable after the
effective date of this 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.
o
It is proposed that this filing will become
effective (check appropriate box):
o when declared effective
pursuant to section 8(c).
CALCULATION OF REGISTRATION FEE UNDER THE
SECURITIES ACT OF 1933
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Proposed |
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Maximum |
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Proposed |
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Amount Being |
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Offering |
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Maximum Aggregate |
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Amount of |
Title of Securities Being Registered |
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Registered |
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Price Per Unit |
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Offering Price(1) |
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Registration Fee(2) |
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Senior Notes, Series E
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2,400
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$25,000
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$60,000,000
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$6,420
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(1) |
Estimated pursuant to Rule 457 solely for
the purpose of determining the registration fee.
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(2) |
Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
KAYNE ANDERSON MLP INVESTMENT COMPANY (the
Registrant)
CONTENTS OF THE REGISTRATION
STATEMENT
This registration statement of the Registrant
contains the following documents:
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Facing Sheet
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Contents of the Registration Statement
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Part C Other Information
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Signature Page
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Exhibits
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Explanatory Note:
The Registrant has prepared this Post-Effective Amendment No. 1 to its Registration Statement on
Form N-2 for the purpose of filing an exhibit to the Registration Statement and updating Item 24 of
Part C. Post-Effective Amendment No. 1 does not modify any provisions of the Prospectus or
Statement of Additional Information constituting Part A and Part B of the Registration Statement
and, accordingly, such Prospectus and Statement of Additional Information have not been included
herein. In addition, Post-Effective Amendment No. 1 does not
modify Items 25-33 of Part C.
KAYNE ANDERSON MLP INVESTMENT COMPANY
PART C Other Information
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Item 24.
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Financial Statements and Exhibits |
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(1) |
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Financial Statements: filed herein as part of registrants Statement of Additional
Information. |
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(2) |
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Exhibits |
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(1) |
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Articles of Incorporation * |
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(2) |
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Articles of Amendment to the Articles of Incorporation dated August 11, 2004 ** |
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(3) |
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Articles of Amendment and Restatement *** |
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(4) |
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Articles Supplementary |
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(b) |
(1) |
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Bylaws of Registrant* |
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(2) |
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Amended and Restated Bylaws of Registrant **** |
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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 Note |
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(2) |
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Indenture of Trust |
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(3) |
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Form of Supplemental Indenture of Trust |
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(4) |
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Statement of Eligibility of Trustee on Form T-1 filed
herewith |
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(5) |
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Fitch Guidelines and Moodys Guidelines |
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(e) |
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Form of Dividend Reinvestment Plan |
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(f) |
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Long-Term Debt Instruments none. |
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(g) |
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Form of Investment Management Agreement between Registrant and Kayne Anderson Capital
Advisors, L.P. **** |
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(h) |
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Form of Underwriting Agreement |
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(i) |
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Bonus, Profit Sharing, Pension Plans not applicable. |
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(j) |
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Form of Custody Agreement **** |
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(k) |
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Other Material Contracts |
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(1) |
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Administrative Services Agreement |
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(2) |
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Transfer Agency Agreement |
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(3) |
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Accounting Services Agreement |
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(4) |
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Form of Auction Agency Agreement |
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(5) |
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Form of Broker-Dealer Agreement |
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(6) |
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DTC Representations Letter |
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(l) |
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Opinion and Consent of Venable LLP |
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(m) |
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Non-Resident Officers/Directors none. |
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(n) |
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Other Opinions and Consents consent of independent registered public accounting firm |
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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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Code of Ethics |
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(1) |
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Code of Ethics of Registrant **** |
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(2) |
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Code of Ethics of Kayne Anderson Capital Advisors, L.P. |
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(s) |
(1) |
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Power of Attorney dated December 7, 2005 |
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* |
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Previously filed as an exhibit to Registrants Registration Statement on Form N-2 (File
No. 333-116479) as filed with the Securities and Exchange Commission on June 15, 2004 and
incorporated herein by reference. |
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** |
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Previously filed as an exhibit to Registrants Pre-Effective Amendment No. 2 to its
Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and
Exchange Commission on August 25, 2004 and incorporated herein by reference. |
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*** |
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Previously filed as an exhibit to Registrants Pre-Effective Amendment No. 5 to its
Registration Previously filed as an exhibit to Registrants Pre-Effective Amendment No. 3
to its Registration Statement on Form N-2 (File No. 333-116479) as filed with the
Securities and Exchange Commission on September 1, 2004 and incorporated herein by
reference. |
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**** |
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Previously filed as an exhibit to Registrants Pre-Effective Amendment No. 4 to its
Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and
Exchange Commission on September 16, 2004 and incorporated herein by reference. |
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Previously filed as an exhibit to Registrants Pre-Effective Amendment No. 5 to its
Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and
Exchange Commission on September 27, 2004 and incorporated herein by reference. |
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Previously filed as an exhibit to Registrants Pre-Effective Amendment No. 2 to its
Registration Statement on Form N-2 (File No. 333-122381) as filed with the Securities and
Exchange Commission on March 16, 2005 and incorporated herein by reference. |
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Previously filed as an exhibit to Registrants Pre-Effective Amendment No. 2 to its
Registration Statement on Form N-2 (File No. 333-122380) as filed with the Securities and
Exchange Commission on March 30, 2005 and incorporated herein by reference. |
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Previously filed as an exhibit to Registrants Pre-Effective Amendment No. 1 to its
Registration Statement on Form N-2 (File No. 333-129325) as filed with the Securities and
Exchange Commission on December 7, 2005 and incorporated herein by reference. |
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Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 2 to its
Registration Statement on Form N-2 (File No. 333-129325) as filed with the Securities and
Exchange Commission on December 8, 2005 and incorporated herein by reference. |
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Item 25.
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Marketing Arrangements Reference is made to the underwriting
agreement previously filed as exhibit (h) to the Registrants
Registration Statement. |
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Item 26.
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Other Expenses of Issuance and Distribution |
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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$ |
6,420 |
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Rating Agency Fees |
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$ |
130,000 |
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Printing and Engraving Expenses |
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$ |
50,000 |
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Legal Fees |
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$ |
75,000 |
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Marketing Expenses |
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$ |
10,000 |
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Accounting Expenses |
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$ |
15,000 |
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Auction Agent and Trustee Fees |
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$ |
15,000 |
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Transfer Agent Fees |
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$ |
10,000 |
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Miscellaneous Expenses |
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$ |
10,000 |
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Total |
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321,420 |
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Item 27.
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Persons Controlled by or Under Common Control with Registrant none. |
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Item 28.
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Number of Holders of
Securities as of November 30, 2005 |
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Title of Class |
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Number of Record Holders |
Auction Rate Senior Notes, Series A.
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1 |
Auction Rate Senior Notes, Series B.
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1 |
Auction Rate Senior Notes, Series C.
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1 |
Auction Rate Preferred Stock, Series D, $0.001 par value per share
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1 |
Common Stock, $0.001 par value per share.
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31 |
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Item 29.
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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 established by a final judgment as
being material to the cause of action. The Registrants charter contains such a provision which
eliminates 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 and subject to the requirements of the 1940 Act, 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 its request, 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 person may become
subject or which that person may incur by reason of his or her service in any such capacity and to
pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The
Registrants bylaws obligate the Registrant, to the maximum extent permitted by Maryland law and
subject to the requirements of the 1940 Act, to indemnify any present or former director or officer
or any individual who, while a director or officer of the Registrant and at its request, 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 any
such capacity from and against any claim or liability to which that person may become subject or
which that person may incur by reason of his or her service in any such capacity and to pay or
reimburse their 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 person who served any
predecessor of the Registrant in any of the capacities described above and any of the Registrants
employees or agents or any employees or agents of its predecessor, if any. In accordance with the 1940 Act,
the Registrant will not indemnify any person for any liability to which such person would be
subject by reason of such persons willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
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 criminal proceeding, the director or officer had reasonable cause to
believe that 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 a 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.
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Item 30.
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Business and Other Connections of Investment Adviser. |
Kayne Anderson Capital Advisors, L.P. (the Adviser) serves as the Registrants investment
adviser. Certain of the officers of the Adviser also serve as officers and/or directors for Kayne
Anderson Rudnick Investment Management, LLC, an affiliate of the Adviser.
Part B and Schedules A and D of Form ADV of the Adviser (SEC File No. 801-46991) 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.
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Item 31.
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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.
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Item 32.
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Management Services not applicable. |
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Item 33.
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Undertakings. |
(1) Registrant undertakes to suspend the offering of preferred stock until it amends the
prospectus filed herewith if (1) subsequent to the effective date of its registration statement,
the net asset value of the Company declines more than 10 percent from its net asset value of the
Company as of the effective date of the registration statement, or (2) the net asset value of the
Company increases to an amount greater than its net proceeds as stated in the prospectus.
(2) Not Applicable.
(3) Not Applicable.
(4) Not Applicable.
(5) Registrant undertakes that:
(a) For purposes of determining any liability under the Securities Act of 1933, 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 of 1933 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 of 1933, 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.
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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, and
the State of California, on the 9th day of
December, 2005.
Kayne Anderson MLP Investment
Company
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By:
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/s/
KEVIN MCCARTHY |
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Kevin McCarthy
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, 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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/s/
KEVIN MCCARTHY*
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Chairman and Chief Executive Officer
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Kevin McCarthy |
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/s/ RALPH COLLINS WALTER*
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Treasurer and Chief Financial Officer
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Ralph Collins Walter |
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/s/ ANNE K. COSTIN*
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Director
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Anne K. Costin |
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/s/ STEVEN C. GOOD*
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Director
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Steven C. Good |
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/s/ TERRENCE J. QUINN*
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Director
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Terrence J. Quinn |
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Director
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Gerald I. Isenberg |
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*By: |
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/s/ DAVID HEARTH |
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December 9, 2005 |
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David Hearth, Attorney-in-Fact
(Pursuant to Power of Attorney previously filed) |
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INDEX
TO EXHIBITS
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Exhibit
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Exhibit Name |
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2(d)(4) |
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Statement of Eligibility of Trustee on Form T-1 |