UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12
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KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANYENERGY INFRASTRUCTURE FUND, INC.
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANYKayne Anderson Energy Infrastructure Fund, Inc. (NYSE: KYN)
811 Main Street, 14th FloorKayne Anderson NextGen Energy & Infrastructure, Inc. (NYSE: KMF)
Houston, TX 77002
August 26, 2020March 1, 2021
Dear Fellow Stockholder:
You are cordially invited to attend athe virtual Specialcombined 2021 Annual Meeting of Stockholders (the “Special Meeting”) of Kayne Anderson MLP/Midstream Investment Company (“KYN” orEnergy Infrastructure Fund, Inc. and Kayne Anderson NextGen Energy & Infrastructure, Inc. (each a “Company” and collectively, the “Company”“Companies”) to be held on October 22, 2020,April 8, 2021, at 8:10:00 a.m. Central Time. In light of public health concerns regarding the COVID-19 pandemic, the SpecialAnnual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the meeting in person.
At the Special Meeting, stockholdersFor each Company, you will be asked to (i) approve an amendment to the Company’s investment objective, which is a fundamental investment policyelect two directors of the Company, and (ii) approve an amendment toratify PricewaterhouseCoopers LLP as the Company’s fundamental investment policy with respect to industry concentration, and (iii) consider and take action upon such other business as may properly come before the meeting, including the adjournment or postponement thereof. The Company recently announced that it is expandingindependent registered public accounting firm for its focus area within energy infrastructure to include portfolio allocations to renewable infrastructure and utilities. Management and the Board of Directors of the Company believe the proposed amendments are needed to give the Company sufficient flexibility to invest across the full spectrum of North American energy infrastructure.fiscal year ending November 30, 2021.
Enclosed with this letter are (i) formal notice of the meeting, (ii) answers to questions you may have about the proposals, (ii) the formal notice of the meeting, (iii) the proxy statement, which gives detailed information about the proposals and why the Board of Directors of theeach Company recommends that you vote to approve them, and (iv) an actual written proxy for you to sign and return.
If your shares in the Company are held by a financial intermediary (such as a broker-dealer or a bank), you will receive information regarding how to instruct your broker or bank to cast your vote. If you wish to attend and vote at the SpecialAnnual Meeting, you must first obtain a legal proxy from your financial intermediary reflecting the Company’s name, the number of shares you held as of the Record Date, as well as your name and address. You may forward an email from your intermediary containing the legal proxy or attach an image of the legal proxy via email to AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com with “Legal Proxy” in the subject line. After receiving this information, AST will then email you the virtual meeting access information and instructions for voting during the SpecialAnnual Meeting.
If you are a stockholder of record of the Company (shares are held in your name as reflected in the Company’s records), you may authorize the persons named as proxies on the enclosed proxy card to cast the votes you are entitled to cast at the meeting by completing, signing, dating and returning the enclosed proxy card. If you are a stockholder of record of the Company, and wish to attend and vote at the SpecialAnnual Meeting, please send an email including your full name and address to AST at attendameeting@astfinancial.com with “KYN“Kayne Anderson virtual meeting” in the subject line. AST will then email you the virtual meeting access information and instructions for voting during the SpecialAnnual Meeting.
Stockholders that wish to attend, but not vote at, the Special Meeting may register and access the Special Meeting by visiting https://attendee.gotowebinar.com/register/4813452308866109712. Requests to attend the Special Meeting must be received by AST no later than 2:00 p.m. Central Time on October 21, 2020.
The SpecialAnnual Meeting will begin promptly at 8:10:00 a.m. Central Time. Stockholders are encouraged to access the meeting prior to the meeting start time.
Whether or not you plan to attend the SpecialAnnual Meeting, it is important that your shares be represented and voted at the SpecialAnnual Meeting. We request that you promptly vote your shares via the internet, telephone, or complete, sign, and date the enclosed proxy card and return it in the enclosed envelope. Your proxy card must be returned promptly in order to avoid the additional expense of further solicitation. If you have any questions about the enclosed proxy or need any assistance in voting your shares, please call 1-877-657-3863.
Sincerely,
James C. Baker
Chairman of the Board of Directors,
President and CEO
KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY
NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of Kayne Anderson MLP/Midstream Investment Company:
NOTICE IS HEREBY GIVEN that the virtual Special Meeting of Stockholders (the “Special Meeting”) of Kayne Anderson MLP/Midstream Investment Company (“KYN” or the “Company”) to be held on October 22, 2020, at 8:00 a.m. Central Time for the following purposes:
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The foregoing items of business are more fully described in the proxy statement accompanying this Notice.
Stockholders of record as of the close of business on August 18, 2020, are entitled to notice of and to vote at the meeting (or any adjournment or postponement of the meeting thereof).
By Order of the Board of Directors,
Jarvis V. Hollingsworth
Secretary
August 26, 2020
Houston, Texas
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KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY
811 Main Street, 14th Floor
Houston, TX 77002
1-877-657-3863
For the Special Meeting of Stockholders
to be held on October 22, 2020
This proxy statement is being sent to you by the Board of Directors of Kayne Anderson MLP/Midstream Investment Company (“KYN” or the “Company”), a Maryland corporation. KYN’s Board of Directors is asking you to complete and return the enclosed proxy card, permitting your votes to be cast at the Special Meeting of Stockholders (the “Special Meeting”) to be held on October 22, 2020, at 8:00 a.m. Central Time.
Stockholders of record of the Company at the close of business on August 18, 2020, (the “Record Date”), are entitled to vote at the Special Meeting. As a stockholder of a Company, you are entitled to one vote for each share of Common Stock and one vote for each share of Preferred Stock of the Company that you hold on each matter on which holders of such shares are entitled to vote. This proxy statement and the enclosed proxy are first being mailed to stockholders on or about September 2, 2020.
Important notice regarding the availability of proxy materials for the Special Meeting of Stockholders to be held on October 22, 2020: This proxy statement is available at www.kaynefunds.com/proxyinformation. KYN’s semi-annual and annual reports can be accessed through the Company’s website www.kaynefunds.com/kyn, or on the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov. To request a hard copy of these reports be mailed to you, free of charge, please contact the Company at 1-877-657-3863 or email cef@kaynecapital.com.
The Company is managed by KA Fund Advisors, LLC (“KAFA”), an affiliate of Kayne Anderson Capital Advisors, L.P. (“KACALP” and, together with its affiliates, “Kayne Anderson”). KAFA is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Kayne Anderson is a leading alternative investment adviser focused on infrastructure, real estate, credit, and private equity. Kayne Anderson’s investment philosophy is to pursue niches, with an emphasis on cash flow, where our knowledge and sourcing advantages enable us to seek to deliver above average, risk-adjusted investment returns. As responsible stewards of capital, Kayne Anderson’s philosophy extends to promoting responsible investment practices and sustainable business practices to create long-term value for our investors. At June 30, 2020, Kayne Anderson managed approximately $30 billion in assets, including $4 billion in the infrastructure sector.
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KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANYENERGY INFRASTRUCTURE FUND, INC.
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
ANSWERS TO SOME IMPORTANT QUESTIONS
Q. WHAT AM I BEING ASKED TO VOTE “FOR” ON THIS PROXY?
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Q. WHY AM I BEING ASKED TO AMEND KYN’S INVESTMENT OBJECTIVE?
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While the proposed changesProposal One — to elect two directors to serve until the Company’s investment objective eliminate the requirement2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
Proposal Two — to invest at least 85% ofratify PricewaterhouseCoopers LLP as the Company’s total assets in MLPs and other Midstream Energy Companies,independent registered public accounting firm for the Company’s non-fundamental investment policies will require KYN to invest at least 80% of its total assets in Energy Infrastructure Companies. Management and the Board of Directors believe the proposed investment objective is in line with peer closed-end funds that have similar investment strategies. In conjunction with the amendments to the Company’sfiscal year ending November 30, 2021.
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non-fundamental policies, the Board of Directors also approved changing the Company’s name to “Kayne Anderson Energy Infrastructure Fund, Inc.”
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Q. WHAT OTHER POLICIES RESTRICT THE COMPANY’S INVESTMENTS?
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Q. WHAT IS A FUNDAMENTAL INVESTMENT POLICY?
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Q. WHAT IS A NON-FUNDAMENTAL INVESTMENT POLICY?
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Q. WHAT HAPPENS IF STOCKHOLDERS DO NOT APPROVE BOTH PROPOSALS?
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Q. HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?
| A. | The Board of Directors of each Company unanimously recommends that you vote “FOR” all proposals on the enclosed proxy card. |
Q. HOW CAN I VOTE?
| A. | Voting is quick and easy. You may vote your shares via the internet, by telephone (for internet and telephone voting, please follow the instructions on the proxy ballot), or by simply completing and signing the enclosed proxy ballot, and mailing it in the postage-paid envelope included in this package. You may also vote during the |
This information summarizes information that is included in more
detail in the proxy statement. We urge you to read the proxy statement carefully.
If you have questions, call 1-877-657-3863.
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KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
| To the Stockholders of: | Kayne Anderson Energy Infrastructure Fund, Inc. Kayne Anderson NextGen Energy & Infrastructure, Inc. |
NOTICE IS HEREBY GIVEN that the combined virtual 2021 Annual Meeting of Stockholders of Kayne Anderson Energy Infrastructure Fund, Inc. and Kayne Anderson NextGen Energy & Infrastructure, Inc., each a Maryland corporation (each a “Company” and collectively, the “Companies”), will be held on April 8, 2021, at 10:00 a.m. Central Time for the following purposes:
| 1. | For both Companies: To elect two directors of the Company to hold office until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified; and |
| 2. | For both Companies: To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2021. |
The foregoing items of business are more fully described in the proxy statement accompanying this Notice.
Stockholders of record as of the close of business on February 12, 2021 are entitled to notice of and to vote at the meeting (or any adjournment or postponement of the meeting thereof).
By Order of the Boards of Directors of the Companies,
Jarvis V. Hollingsworth
Secretary
March 1, 2021
Houston, Texas
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KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
811 Main Street, 14th Floor
Houston, TX 77002
1-877-657-3863
2021 ANNUAL MEETING OF STOCKHOLDERS
APRIL 8, 2021
This combined proxy statement is being sent to you by the Boards of Directors of Kayne Anderson Energy Infrastructure Fund, Inc. (“KYN”) and Kayne Anderson NextGen Energy & Infrastructure, Inc. (“KMF”), each a Maryland corporation (each a “Company” and collectively, the “Companies”). The Board of Directors of each Company is asking you to complete and return the enclosed proxy card, permitting your votes to be cast at the virtual Annual Meeting of Stockholders (the “Annual Meeting”) to be held on April 8, 2021, at 10:00 a.m. Central Time. In light of public health concerns regarding the COVID-19 pandemic, the Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the meeting in person.
Stockholders of record of each Company at the close of business on February 12, 2021 (the “Record Date”), are entitled to vote at the Annual Meeting. As a stockholder of a Company, you are entitled to one vote for each share of Common Stock of that Company and one vote for each share of Preferred Stock of that Company you hold on each matter on which holders of such shares are entitled to vote. This combined proxy statement and the enclosed proxy are first being mailed to stockholders on or about March 5, 2021.
Important notice regarding the availability of proxy materials for the 2021 Annual Meeting of Stockholders to be held on April 8, 2021: This combined proxy statement is available at www.kaynefunds.com/proxyinformation. Each Company’s annual report can be accessed through Companies’ website at www.kaynefunds.com, or on the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov. To request a hard copy of these reports be mailed to you, free of charge, please contact the Companies at 1-877-657-3863 or email cef@kaynecapital.com.
Each Company is managed by KA Fund Advisors, LLC (“KAFA”), an affiliate of Kayne Anderson Capital Advisors, L.P. (“KACALP” and, together with its affiliates, “Kayne Anderson”). KAFA is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Kayne Anderson is a leading alternative investment adviser focused on infrastructure/energy, renewables, real estate, credit, and growth equity. Kayne Anderson’s investment philosophy is to pursue niches, with an emphasis on cash flow, where our knowledge and sourcing advantages enable us to seek to deliver above average, risk-adjusted investment returns. As responsible stewards of capital, Kayne’s philosophy extends to promoting responsible investment practices and sustainable business practices to create long-term value for our investors. Kayne Anderson manages over $32 billion in assets (as of 12/31/20) for institutional investors, family offices, high net worth, and retail clients and employs over 350 professionals in five core offices across the U.S. Kayne Anderson may be contacted at the address listed above.
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This combined proxy statement sets forth the information that theeach Company’s stockholders should know in order to evaluate each of the following proposals. The following table presents a summary of the proposals for theeach Company and the classes of stockholders of the Company being solicited with respect to each proposal. Please refer to the discussion of each proposal in this proxy statement for information regarding votes required for the approval of each proposal.
Proposals for each Company | Who votes on | |
1. To | ||
• Michael J. Levitt |
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• William H. Shea, Jr. | The holders of the Company’s Preferred Stock, voting as a separate class | |
2. To |
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This information summarizes information that is included in more detail in the proxy statement. We urge you to read the proxy statement carefully.
If you have questions, call 1-877-657-3863.
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GENERAL INFORMATION REGARDING THE PROPOSALSPROPOSAL ONE
TheELECTION OF DIRECTORS
Each Company’s Board of Directors believes(the “Board”) unanimously nominated Michael J. Levitt for election and William H. Shea, Jr. for re-election as directors at the proposed amendmentsAnnual Meeting. Both are nominated to serve for terms of three years (until the 2024 Annual Meeting of Stockholders) and until their successors have been duly elected and qualified.
William L. Thacker’s three-year term expires at the Annual Meeting and Mr. Thacker is retiring from the Companies’ Board of Directors on such date. Ordinarily, he would be nominated to stand for re-election at the Annual Meeting, but due to each Company’s mandatory retirement policy, he is no longer eligible to be nominated because he turned 75 during his most recent term. According to the policy, no director may be nominated or stand for re-election if that director would have his or her 75th birthday before the stockholders’ meeting at which that director would be elected. Once elected, a director may complete his or her term even if that director turns 75 during such term.
Each of the nominees has consented to be named in this proxy statement and has agreed to serve if elected. The Companies have no reason to believe that any of the nominees will be unavailable to serve. The persons named on the accompanying proxy card intend to vote at the meeting (unless otherwise directed) “FOR” the election of the nominees. If any of the nominees are unable to serve because of an event not now anticipated, the persons named as proxies may vote for another person designated by each Company’s investment objective and its fundamental investment policyBoard.
In accordance with respecteach Company’s charter, the Board is divided into three classes of approximately equal size. Currently, each Company has eight directors as follows:
Class | Term* | Directors | Common Stockholders | Preferred Stockholders | ||||||||
I | Until 2023 | William R. Cordes Barry R. Pearl | X X | X X | ||||||||
II | Until 2021 | Michael J. Levitt William H. Shea, Jr. William L. Thacker(1) | X X | X X X | ||||||||
III | Until 2022 | Anne K. Costin Albert L. Richey James C. Baker | X X | X X X | ||||||||
| * | Each director serves a three-year term until the Annual Meeting of Stockholders for the designated year and until his or her successor has been duly elected and qualified. |
| (1) | Retiring from the Companies’ Board of Directors at the Annual Meeting. |
Pursuant to industry concentrationthe terms of each Company’s mandatory redeemable preferred stock (the “Preferred Stock”), the holders of Preferred Stock are inentitled as a class, to the best interestsexclusion of the holders of the Company’s common stock (the “Common Stock”), to elect two directors of the Company (the “Preferred Directors”). Each Company has designated William H. Shea, Jr. and its stockholders. The proposed changes reflect KYN’s intention to own a more diverse portfolio of energy infrastructure investments, including Midstream Energy Companies, Renewable Infrastructure Companies and Utility Companies. While Midstream Energy Companies will likely continue to represent a majority ofJames C. Baker as the Company’s investments for the foreseeable future, KYN plans to meaningfully increase its portfolio allocations to Renewable Infrastructure Companies and Utility Companies over the next few years. Management and the Board of Directors believe these companies are well positioned to capitalize on the energy industry’s transition to more sustainable mix of lower carbon and renewable energy sources. The proposed amendments to the Company’s investment objective and its fundamental investment policy with respect to industry concentration will allow KYN to pursue its strategy to invest in a full spectrum of North American Energy Infrastructure Companies. In addition, increased portfolio diversity will improve the Company’s ability to satisfy certain financial tests that apply to it under the terms of its unsecured senior notes and preferred stock. Further, the Company’s management believes this added portfolio diversity should improve the Company’s ability to satisfy certain financial tests used by credit ratings agencies to determine the credit rating for the Company’s unsecured senior notes and preferred stock.Preferred Directors. The terms of the Preferred Stock for each Company further provide that the remaining nominees shall be elected by holders of Common Stock and Preferred Stock voting together as a single class. Of those designated as Preferred Directors, Mr. Shea is the sole Preferred Director up for election at the Annual Meeting.
New York Stock Exchange (NYSE) listing standards require that a majority of each Company’s unsecured senior notes and preferred stock include certain provisions whereby the interest rate and distribution rate are increased if theboard of directors be independent, a requirement which will continue to be met by each Company does not achieve certain credit ratings on such securities. The Company’s management believes the proposed changes and resulting ability to increase portfolio diversity are important to ensure KYN has the ability to utilize leverage to meet its investment objective.
In conjunction with the approval of the proposed amendments, the Board of Directors also approved changing the Company’s name to “Kayne Anderson Energy Infrastructure Fund, Inc.” and revised its non-fundamental investment policies such that, when effective, the Company will invest, under normal market conditions, at least 80% of its total assets in securities of Energy Infrastructure Companies. These changes will be effective on or about September 28, 2020, and are not contingent on stockholders’ approval of the proposals contained in this proxy statement. Please see the Appendix on page 15 for a complete summary of the Company’s investment objective and investment policies.even after Mr. Thacker retires.
The term “Independent Director” is used to refer to a director who is not an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) requires registered investment companies, like, of the Company, to have “fundamental” investment policies governing specified investment practices. Investment companies may also voluntarily designate other investment restrictions including their investment objective as fundamental policies (which the Company has so done). Fundamental investment policies can only be changed with stockholder approval. Approval requires the affirmative vote
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of a “majorityKayne Anderson or of the outstanding voting securities” (asCompany’s underwriters in offerings of its securities from time to time as defined in the 1940 Act)Act. None of the Independent Directors, nor any of their immediate family members, has ever been a director, officer or employee of Kayne Anderson or its affiliates. Each of James C. Baker and Michael J. Levitt is an “interested person” or “Interested Director” by virtue of his employment relationship with Kayne Anderson.
For information regarding each Company’s executive officers and their compensation, please refer to “Information About Executive Officers” and “Compensation Discussion and Analysis”.
The following tables set forth each nominee’s and each remaining director’s name and year of birth; position(s) with each Company which meansand length of time served; principal occupations during the affirmative vote ofpast five years; and other directorships held during the lesser of (A) 67% or more ofpast five years. The address for the outstanding shares present or represented by proxy at the meeting, if the holders of more than 50% of the outstanding shares of the Company are present or represented by proxy; or (B) more than 50% of the outstanding shares of the Company.nominees and directors is 811 Main Street, 14th Floor, Houston, TX 77002.
INFORMATION REGARDING DIRECTOR NOMINEES AND DIRECTORS
PROPOSAL 1NOMINEE FOR INDEPENDENT DIRECTOR
TO APPROVE AN AMENDMENT TO THE COMPANY’S INVESTMENT OBJECTIVE
The Company currently has an investment objective that requires it to invest at least 85% of its total assets in public and private investments in MLPs and other Midstream Energy Companies. The Company may not change its investment objective without stockholder approval.
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In order to allow the Company to pursue its strategy to invest in a full spectrum of North American Energy Infrastructure Companies (including Midstream Energy Companies, Renewable Infrastructure Companies and Utility Companies), the Board of Directors has approved and recommends that the stockholders approve the proposed amendment to the Company’s investment objective. This amendment eliminates the requirement to invest at least 85% of its total assets in MLPs and other Midstream Energy Companies. The Company’s proposed investment objective is in line with peer closed-end funds that have similar investment strategies. Please see the section entitled General Information Regarding the Proposals on page 5 for more information.
The Company’s current and proposed investment objective is as follows:
(Year Born) |
Held with Each Company, Term of Office/ Time of Service | Principal Occupations During Past Five Years | Number of Portfolios in Fund Complex(1) Overseen by Director | Other Directorships Held by Director Five Years | ||||
William H. Shea, Jr. (born 1954) | Lead Independent Director.
| Chief Executive Officer of Jefferson Energy Companies since January 2020. Chief Executive Officer of Mainline Energy Partners, LLC from July 2016 to L.P. (BGH) and its predecessors. | 2 | Prior: • Kayne Anderson Energy Total Return Fund, Inc. (“KYE”)(2) • BGH • BPL • Gibson Energy ULC • Mainline Energy Partners, LLC • Niska Gas Storage Partners LLC • PVG • PVR (midstream MLP) • Penn Virginia Corporation • USA Compression Partners, LP | ||||
| (1) | The 1940 Act requires the term “Fund Complex” to be defined to include registered investment companies advised by Kayne Anderson. For each director, the Fund Complex includes KYN and KMF. |
| (2) | In August 2018, Kayne Anderson Energy Total Return Fund, Inc. (“KYE”) merged into Kayne Anderson NextGen Energy & Infrastructure, Inc. (“KMF”). |
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PROPOSAL 2NOMINEE FOR INTERESTED DIRECTOR
TO APPROVE AN AMENDMENT TO THE COMPANY’S CONCENTRATION POLICY
Under the 1940 Act, a fund’s policy regarding concentration of investments in any particular industry or group of industries must be a fundamental policy. While the 1940 Act does not define what constitutes “concentration” in an industry, the U.S. Securities and Exchange Commission (“SEC”) staff takes the position that a fund “concentrates” its investments if it invests more than 25% of its assets in any particular industry.
The Company currently has a fundamental investment policy that prevents the Company from concentrating its investments in any industry other than investments in MLPs and other Midstream Energy Companies, which are concentrated in the midstream energy industry, meaning that the Company has adopted a fundamental policy (which may not be changed without stockholder approval) to invest more than 25% of its total assets in these companies.
In order to allow the Company to pursue its strategy to invest in a full spectrum of North American Energy Infrastructure Companies (including Midstream Energy Companies, Renewable Infrastructure Companies and Utility Companies), the Board of Directors has approved, and recommends that stockholders approve, an amendment to the Company’s investment concentration policy, under which the Company will instead concentrate its investments in securities of companies in the Energy Infrastructure Industry. It is important to note that the Company’s non-fundamental investment policies (as revised) will require KYN to invest at least 80% of its total assets in Energy Infrastructure Companies. Please see the section entitled General Information Regarding the Proposals on page 5 for more information.
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The current and proposed fundamental investment policy is as follows:
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Held with | Principal Occupations | Number of | Other Directorships Held by Director Five Years | ||||
(born 1958) | Director. Appointed July 2020 to serve until the 2021 Annual Meeting of Stockholders. | Chief Executive Officer of Kayne Anderson since July 2016. Vice Chairman of Apollo Global Management, LP from April 2012 to May 2016. | 2 | Current: • Kayne Anderson BDC, Inc. • Core Scientific, Inc. • The Music Acquisition Corporation (special purpose acquisition company) Prior: • Hostess Holdings GP, LLC (consumer products) | ||||
| (1) | The 1940 Act requires the term “Fund Complex” to be defined to include registered investment companies advised by Kayne Anderson. For each director, the Fund Complex includes KYN and KMF. |
| (2) | Mr. Levitt is an “interested person” of the Companies as |
REMAINING INDEPENDENT DIRECTORS
Name | Position(s) Held with | Principal Occupations | Number of | Other Directorships Held by Director Five Years | ||||
William R. Cordes (born 1948) | Director. 3-year term (until the 2023 Annual Meeting of Stockholders)/served since August 2018 for KYN and since inception for KMF. Member of Audit Committee (Chair). | Retired from Northern Border Pipeline Company in March 2007 after serving as | 2 | Prior: • Kayne Anderson Energy Development Company (“KED”)(2) • Boardwalk Pipeline Partners, LP • Northern Border Partners, L.P. | ||||
Anne K. Costin (born 1950) | Director. 3-year term (until the 2022 Annual Meeting of Stockholders)/served since inception for KYN and | 2 | Prior: • KYE(2) | |||||
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Name | Position(s) Held with | Principal Occupations | Number of | Other Directorships Held by Director Five Years | ||||
Barry R. Pearl (born 1949) | Director. 3-year term (until the 2023 Annual Meeting of Stockholders)/ served since August 2018 for KYN and since inception for KMF. Member of Audit Committee and Nominating, Corporate Governance and Compensation Committee. | Management consultant to Northstar Midstream, a private developer and operator of petroleum infrastructure assets from March 2016 to July 2018, Executive Vice President of Kealine, LLC, (and its affiliate WesPac Midstream LLC an energy infrastructure developer), from February 2007 to March 2016. Provided management consulting services from January 2006 to February 2007. President of Texas Eastern Products Pipeline Company, LLC (“TEPPCO”), (the general partner of TEPPCO Partners, L.P.,) from February 2001 to December 2005. Chief Executive Officer and director of TEPPCO from May 2002 to December 2005; and Chief Operating Officer from February 2001 to May 2002. | 2 | Current: • Magellan Midstream Partners, L.P. Prior: • KED(2) • Peregrine Midstream Partners LLC (natural gas storage) • Seaspan Corporation • Targa Resources Partners LP • TEPPCO Partners, L.P. | ||||
Albert L. Richey (born 1949) | Director. 3-year term (until the 2022 Annual Meeting of Stockholders)/ served since August 2018 for KYN and since inception for KMF. Member of Audit Committee and Valuation Committee. | Retired from Anadarko Petroleum Corporation in August 2016 after serving as Senior Vice President Finance and Treasurer from January 2013 to August 2016; Vice President Special Projects from January 2009 to December 2012; Vice President Corporate Development from 2006 to December 2008; Vice President and Treasurer from 1995 to 2005 and Treasurer from 1987 to 1995. | 2 | Prior: • KED(2) • Boys & Girls Clubs of Houston • Boy Scouts of America | ||||
| (1) | The 1940 Act requires the term “Fund Complex” to be defined to include registered investment companies advised by Kayne Anderson. For each director, the Fund Complex includes KYN and KMF. |
| (2) | In August 2018, Kayne Anderson Energy Total Return Fund, Inc. (“KYE”) merged into Kayne Anderson NextGen Energy & Infrastructure, Inc. (“KMF”) and Kayne Anderson Energy Development Company (“KED”) merged into Kayne Anderson Energy Infrastructure Fund, Inc. (“KYN”). |
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Name | Position(s) Held with | Principal Occupations | Number of | Other Directorships Held by Director Five Years | ||||
James C. Baker(3) (born 1972) | Chairman of the Board of Directors since June 2020, President and CEO. 3-year term (until the 2022 Annual Meeting of Stockholders). Member of Valuation Committee. CEO of each Company since June 2019. President since June 2016. Executive Vice President from June 2008 to June 2016 (KYN) and Inception to June 2008 (KMF). Elected annually as an officer/served since June 2005 (KYN) and Inception (KMF). | Partner and Senior Managing Director of Kayne Anderson since February 2008. Co-Managing Partner of KAFA since June 2019. Senior Managing Director of KAFA from February 2008 to June 2019. Chief Executive Officer of KYN and KMF since June 2019. President of KYN and KMF since June 2016. Executive Vice President of KYN from June 2008 to June 2016 and of KMF from August 2010 to June 2016. | 2 | Current: • Expression Therapeutics Prior: • KED(1) • K-Sea Transportation Partners L.P. • Petris Technology, Inc. (data management for energy companies) • ProPetro Services, Inc. (oilfield services) | ||||
| (1) | In August 2018, Kayne Anderson Energy Total Return Fund, Inc. (“KYE”) merged into Kayne Anderson NextGen Energy & Infrastructure, Inc. (“KMF”) and Kayne Anderson Energy Development Company (“KED”) merged into Kayne Anderson Energy Infrastructure Fund, Inc. (“KYN”), respectively. The table presents principal occupations for each interested director of KYN and KMF and does not |
| (2) | The 1940 Act requires the term “Fund Complex” to be defined to include registered investment companies advised by Kayne Anderson. For each director, the Fund Complex includes KYN and KMF. |
| (3) | Mr. Baker is an “interested person” of the Companies as |
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For each Company, directors and officers who are “interested persons” by virtue of their employment by Kayne Anderson, including all executive officers, serve without any compensation from the Company. For each Company, for the fiscal year ended November 30, 2020:
| • | Each Independent Director who served on the Board of both KYN and |
For each Company, the lead Independent Director received additional compensation of $7,500 annually.
For each Company, the chairperson of the Audit Committee received additional compensation of $7,500 annually.
For each Company, each Independent Director received $2,500 per regular Board meeting attended in person, $2,000 per regular Board meeting attended via telephone and $1,500 per special Board meeting attended via telephone.
For each Company, each Audit Committee member received $1,500 per Audit Committee meeting that was more than fifteen minutes in length, and each member of any other Board committee received $500 per other committee meeting that was more than fifteen minutes in length.
The Independent Directors were reimbursed for expenses incurred as a result of attendance at meetings of the Board and its committees.
The following table sets forth the compensation paid by each Company during the fiscal year ended November 30, 2020 to the Independent Directors. Neither Company has a retirement or pension plan or any compensation plans under which the Company’s equity securities were authorized for issuance.
Director Compensation Table
| KYN | KMF | Total Compensation from the Fund Complex(1) | ||||||||||
Independent Directors | ||||||||||||
William R. Cordes | $ | 120,543 | $ | 57,457 | $ | 178,000 | ||||||
Anne K. Costin | 115,043 | 51,957 | 167,000 | |||||||||
Barry R. Pearl | 114,043 | 50,957 | 165,000 | |||||||||
Albert L. Richey | 115,043 | 51,957 | 167,000 | |||||||||
William H. Shea, Jr. | 112,793 | 49,707 | 162,500 | |||||||||
William L. Thacker | 111,543 | 48,457 | 160,000 | |||||||||
Interested Directors | ||||||||||||
James C. Baker | None | None | None | |||||||||
Michael J. Levitt | None | None | None | |||||||||
| (1) | The 1940 Act requires the term “Fund Complex” to be defined to include registered investment companies advised by |
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COMMITTEES OF THE BOARD OF DIRECTORS
The KYN and KMF Boards of Directors each currently has three standing committees: the Audit Committee, the Valuation Committee and the Nominating, Corporate Governance and Compensation Committee (the “Nominating Committee”). The table below shows the directors currently serving on the committees of each Company:
| Audit Committee(1) | Valuation Committee | Nominating Committee | ||||||||||
Independent Directors | ||||||||||||
William R. Cordes(2) | X | — | — | |||||||||
Anne K. Costin | X | X | — | |||||||||
Barry R. Pearl | X | — | X | |||||||||
Albert L. Richey | X | X | — | |||||||||
William H. Shea, Jr.(3) | — | — | X | |||||||||
William L. Thacker(4) | — | X | X | |||||||||
Interested Directors | ||||||||||||
James C. Baker | — | X | — | |||||||||
Michael J. Levitt | — | — | — | |||||||||
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| (2) | Chairman of the Audit Committee. |
| (3) | Lead Independent Director and Chairman of the Nominating and Governance Committee. |
| (4) | Chairman of the Valuation Committee. Retiring at the Annual Meeting. The Board will appoint a new Chairperson of the Valuation Committee to replace Mr. Thacker upon his retirement. |
| • | Audit Committee. The Audit Committee operates under a written charter (the “Audit Committee Charter”), which was adopted and approved by the Board and established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Audit Committee Charter conforms to the applicable listing standards of the New York Stock Exchange (the “NYSE”). The Audit Committee Charter is available on the Companies’ website (www.kaynefunds.com). The Audit Committee, among others, approves and recommends to the Board the election, retention or termination of the Company’s |
| • | Valuation Committee. The Valuation Committee is responsible for the oversight of the Company’s valuation procedures and the valuation of the Company’s securities in accordance with such procedures. The Valuation Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Companies’ website (www.kaynefunds.com). |
| • | Nominating Committee. The Nominating Committee is responsible for appointing and nominating Independent Directors to the Board. Each Nominating Committee member is “independent” under the applicable NYSE listing standards. The Nominating Committee |
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operates under a written charter adopted and approved by the Board (the “Nominating Committee Charter”), a copy of which is available on the Companies’ website (www.kaynefunds.com). The Nominating Committee has not established specific, minimum qualifications that must be met by an individual for the Nominating Committee to recommend that individual for nomination as a director. The Nominating Committee expects to seek referrals for candidates to consider for nomination from a variety of sources, including current directors, the Company’s management, investment adviser and counsel, nominees properly recommended by stockholders, and may also engage a search firm to identify or evaluate or assist in identifying or evaluating candidates. As set forth in the Nominating Committee Charter, in evaluating candidates for a position on the Board, the Committee considers a variety of factors, including, as appropriate: |
the candidate’s knowledge in matters relating to the investment company or to the energy industry;
any experience possessed by the candidate as a director or senior officer of public companies;
the candidate’s educational background;
the candidate’s reputation for high ethical standards and personal and professional integrity;
any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications;
the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board;
the candidate’s ability to qualify as an independent director for purposes of the 1940 Act, the candidate’s independence from the Company’s service providers and the existence of any other relationships that might give rise to a conflict of interest or the appearance of a conflict of interest; and
such other factors as the Nominating Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other transitions (e.g., whether or not a candidate is an “audit committee financial expert” under the federal securities laws).
The Nominating Committee also considers diversity, including gender, race and national origin, education, professional experience, skills and viewpoints in identifying nominees for director. The Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating Committee believe that it is important that the Board members represent diverse skills, backgrounds, experiences and perspectives.
Prior to making a final recommendation to the Board, the Nominating Committee of each Company may conduct personal interviews with the candidates it believes to be the most qualified.
If there is no vacancy on the Board, the Board will not actively seek recommendations from other parties, including stockholders. When a vacancy on the Board occurs and nominations are sought to fill such vacancy, the Nominating Committee may seek nominations from those sources it deems appropriate in its discretion, including the Company’s stockholders.
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The Nominating Committee considers nominees properly recommended by stockholders. To submit a recommendation for nomination as a candidate for a position on the Board of either Company, stockholders of such Company shall mail the recommendation to the Secretary of the Company at 811 Main Street, 14th Floor, Houston, TX 77002. Such recommendation shall include the following information: (a) evidence of stock ownership of the person or entity recommending the candidate; (b) a full description of the proposed candidate’s background, including his or her education, experience, current employment, and date of birth; (c) names and addresses of at least three professional references for the candidate; (d) information as to whether the candidate is an “interested person” in relation to the Company, as such term is defined in the 1940 Act, and such other information that may be considered to impair the candidate’s independence; and (e) any other information that may be helpful to the Nominating Committee in evaluating the candidate.
Any such recommendation must contain sufficient background information concerning the candidate to enable the Company’s Nominating Committee to make a proper judgment as to the candidate’s qualifications. If a recommendation is received with satisfactorily completed information regarding a candidate during a time when a vacancy exists on the Board or during such other time as the Nominating Committee is accepting recommendations, the recommendation will be forwarded to the Chair of the Nominating Committee and will be evaluated in the same manner as other candidates for nomination. Recommendations received at any other time will be kept on file until such time as the Nominating Committee is accepting recommendations, at which point they may be considered for nomination.
Board of Director and Committee Meetings Held
The following table shows the number of meetings held for each Company during the fiscal year ended November 30, 2020:
| KYN | KMF | |||||||
Board of Directors | 4 | 4 | ||||||
Board of Directors - Special | 4 | 4 | ||||||
Audit Committee | 3 | 3 | ||||||
Valuation Committee | 4 | 4 | ||||||
Nominating Committee | 3 | 3 | ||||||
During the 2020 fiscal year, all of the directors of each Company attended at least 75% of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings held by all committees of the Board on which they served. The Companies do not currently have a policy with respect to board member attendance at annual meetings.
For each Company, please refer to “Corporate Governance” for a review of the Board’s leadership structure, role in risk oversight and other matters.
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VOTE REQUIRED TO APPROVE PROPOSAL 1 AND PROPOSAL 2INFORMATION ABOUT EACH DIRECTOR’S QUALIFICATIONS,
EXPERIENCE, ATTRIBUTES OR SKILLS
The Board of each Company believes that each of its directors has the qualifications, experience, attributes and skills (“Director Attributes”) appropriate to their continued service as directors of the Company in light of the Company’s business and structure. Each proposal requiresof the directors has a vote bydemonstrated record of business and/or professional accomplishment that indicates that they have the stockholdersability to critically review, evaluate and access information provided to them. Certain of these business and professional experiences are set forth in detail in the tables above under “Information Regarding Director Nominees and Directors.” Each of the directors has experience serving on the Boards of the Companies (and/or KED and KYE) for a number of years. In addition, many of the directors have served as members of the board of other public companies, non-profit entities or other organizations. Therefore, they have substantial boardroom experience and, in their service to both Companies (and/or KED and KYE), have gained substantial insight as to the operation of the Companies and have demonstrated a commitment to discharging oversight duties as directors in the interests of stockholders.
In addition to the information provided in the tables above, certain additional information regarding the directors and their Director Attributes is provided below. The information provided below, and in the tables above, is not all-inclusive. Many Director Attributes involve intangible elements, such as intelligence, integrity and work ethic, along with the ability to work with other members of the Board, to communicate effectively, to exercise judgment and to ask incisive questions, and commitment to stockholder interests. The Board of each Company annually conducts a self-assessment wherein the effectiveness of the Board and individual directors is reviewed. In conducting its annual self-assessment, each Board has determined that the directors have the appropriate attributes and experience to continue to serve effectively as directors of the Company. Approval
James C. Baker. Mr. Baker is Chairman, President and Chief Executive Officer of KYN and KMF. He has been Co-Managing Partner of KAFA since June 2019 and Senior Managing Director of Kayne Anderson since February 2008. Mr. Baker was Senior Managing Director of KAFA from February 2008 to June 2019. He previously served as Executive Vice President of KYN from June 2008 to June 2016 and of KMF from August 2010 to June 2016; and as Vice President of KYN from June 2005 to June 2008. Prior to joining Kayne Anderson in 2004, Mr. Baker was a director in the energy investment banking group at UBS Securities LLC. At UBS, he focused on securities underwriting and mergers and acquisitions in the energy industry. Mr. Baker currently serves on the board of directors of Expression Therapeutics. Mr. Baker previously served on the boards of directors of K-Sea Transportation Partners L.P., Petris Technology, Inc., and ProPetro Services, Inc.. Mr. Baker holds a Bachelor of Business Administration in Finance from the University of Texas and a Master of Business Administration from Southern Methodist University. Mr. Baker’s experience at each Company and Kayne Anderson make him a valued member of the Board of each Company.
William R. Cordes. Mr. Cordes serves as an independent director and audit committee chair of KYN and KMF. He has worked in the natural gas industry for more than 35 years, including positions as Chief Executive Officer of Northern Border Partners, L.P. and President of each of Northern Border Pipeline Company, Northern Natural Gas Company, and Transwestern Pipeline Company. Mr. Cordes began his career with Northern Natural Gas Company in 1970 and held a number of accounting, regulatory affairs and executive positions in the natural gas retail and interstate pipeline divisions of the company. Mr. Cordes previously served on the boards of directors of KED, Boardwalk Pipeline Partners, LP, Northern Border Partners, L.P., the Interstate
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Natural Gas Association of America and as past Chairman of the Midwest Energy Association. Mr. Cordes graduated from the University of Nebraska with a degree in Business Administration. Mr. Cordes’ extensive executive experience in the MLP sector and the energy industry, as well as his board experience as a director of several energy-related companies, allows him to provide the Board with insight into the energy industry in general and natural gas pipelines in particular.
Anne K. Costin. Ms. Costin serves as an independent director of KYN and KMF. She was previously a professor at the Amsterdam Institute of Finance from 2007 through 2013 and an adjunct professor in the finance and economics department of Columbia University Graduate School of Business from 2004 through 2007. Ms. Costin retired in 2005, after a 28-year career at Citigroup, and during the last seven years of her banking career, she held the position of Managing Director and Global Deputy Head of the Project & Structured Trade Finance product group within Citigroup’s Investment Banking Division. Ms. Costin’s product group provided integrated advice and nonrecourse capital raising in both the bond and bank markets to top tier Citigroup corporate clients in both the developed and emerging markets. Her product group was the acknowledged market leader globally in all relevant league tables. Ms. Costin received a Director’s Certificate from the Director’s Institute at UCLA Anderson School of Management, a PMD degree from Harvard Business School, and a B.A. from the University of North Carolina at Chapel Hill. In addition to her managerial and banking experience, Ms. Costin’s academic professional experience related to financial matters equip her to offer further insights to the Board.
Michael J. Levitt. Mr. Levitt serves as a director of KYN and KMF and is the chief executive officer of Kayne Anderson. Mr. Levitt is chairman of Core Scientific, Inc. and serves on the board of directors of The Music Acquisition Corporation. Prior to joining Kayne Anderson, Mr. Levitt served as a vice chairman with Apollo Global Management, LLC. At Apollo, he was a partner in the private equity and credit groups. In 2001, Mr. Levitt founded Stone Tower Capital LLC (“Stone Tower”), where he served as chairman, chief executive officer and chief investment officer and grew Stone Tower to $17 billion in credit-focused alternative investments. Stone Tower was acquired by Apollo in 2012. Before founding Stone Tower, Mr. Levitt worked as a partner at the private equity firm Hicks, Muse, Tate & Furst Incorporated, where he was involved in media and consumer investments. Mr. Levitt also served as the co-head of the investment banking division of Smith Barney Inc. Mr. Levitt began his investment banking career at Morgan Stanley & Co., Inc., where he oversaw corporate finance and advisory businesses related to private equity firms and non-investment grade companies. Mr. Levitt holds a B.B.A. and J.D. from the University of Michigan and serves on the University’s Investment Advisory Board. He is also a member of the Visiting Committee of the Ross School of Business and the Trustee of the Law School’s Cook Trust. Mr. Levitt’s experience at Kayne Anderson and as a senior executive officer and adviser of various companies make him a valued member of the Board of each Company.
Barry R. Pearl. Mr. Pearl serves as an independent director of KYN and KMF. He most recently served as a management consultant to Northstar Midstream, a private developer and operator of petroleum infrastructure assets from March 2016 to July 2018. Mr. Pearl was Executive Vice President of Kealine, LLC (and its affiliate WesPac Midstream LLC, an energy infrastructure developer) from February 2007 to March 2016. In 2001, Mr. Pearl was elected President of Texas Eastern Products Pipeline Company, LLC (“TEPPCO,” the general partner of TEPPCO Partners, L.P.). During his time at TEPPCO he also held the positions of Chief Operating Officer, Chief Executive Officer, and director. Prior to joining TEPPCO, Mr. Pearl’s experience included such positions as Vice President – Finance and Administration, Treasurer, Secretary and Chief Financial Officer of Maverick Tube Corporation, and Senior Vice President, Business Development, Senior Vice President and Chief Financial Officer of Santa Fe Pacific Pipeline
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Partners, L.P. In addition to his directorships at KYN and KMF, Mr. Pearl also serves on the board of directors of Magellan Midstream Partners, L.P., as Presiding Director and a member of the Audit Committee. Prior directorships include Targa Resources Partners LP, Peregrine Midstream Partners LLC, Seaspan Corporation and as past Chairman of the Executive Committee of the Association of Oil Pipelines. Mr. Pearl graduated from Indiana University in 1970 with a Bachelor of Arts degree in Mathematics. He received a Master of Arts degree in Operations Research from Yale University in 1972 and a Master in Business Administration degree from Denver University in 1975. In addition to his extensive executive experience in the MLP sector and the energy industry, as well as his board experience as a director of several energy-related companies, Mr. Pearl brings to the Board many years of experience as the chairman of the audit committees of several public companies.
Albert L. Richey. Mr. Richey serves as an independent director of KYN and KMF. He retired from Anadarko Petroleum Corporation in August 2016 after serving as Senior Vice President Finance and Treasurer from January 2013 to August 2016. Mr. Richey joined Anadarko in 1987 as Manager of Treasury Operations and held the positions of Vice President, Special Projects, and Vice President, Corporate Development. Mr. Richey’s background in the oil and gas industry includes The Offshore Company (a predecessor company to Transocean Ltd.), United Energy Resources and Sandefer Oil & Gas. Mr. Richey previously served as a member of the boards of directors of the Boys & Girls Clubs of Houston and Boy Scouts of America. Mr. Richey received a Bachelor of Science degree in Commerce in 1971 from the University of Virginia. In 1974, he earned a Master of Business Administration degree from the Darden Graduate School of Business at the University of Virginia. In addition to his background in the energy industry, Mr. Richey’s professional experience related to financial matters and his role as an executive in one of the largest independent domestic exploration and production companies equip him to offer further insights to the Board.
William H. Shea, Jr. Mr. Shea serves as the lead independent director of KYN and KMF. He has served as the Chief Executive Officer of Jefferson Energy Companies since January 2020. He previously served as the Chief Executive Officer of Mainline Energy Partners, LLC from July 2016 to September 2019. Chief Executive Officer and President of Niska Gas Storage Partners LLC from May 2014 to July 2016 and as the Chief Executive Officer of the general partner of PVR Partners, L.P. (PVR), a midstream MLP from March 2010 to March 2014. Mr. Shea also served as the President and Chief Executive Officer of Penn Virginia GP Holdings L.P. (PVG), which then owned the general partner of PVR. Mr. Shea was previously with Buckeye Partners, L.P. (BPL), a petroleum products MLP, serving as Chairman from May 2004 to July 2007, Chief Executive Officer and President from September 2000 to June 2007 and President and Chief Operating Officer from July 1998 to September 2000. He was also Chairman of Buckeye GP Holdings, L.P. (BGH), the owner of the general partner of BPL, from August 2006 to July 2007 and Chief Executive Officer and President from May 2004 to June 2007. Mr. Shea held various managerial and executive positions during his tenure with Buckeye, which he joined in 1996. Prior to Buckeye, Mr. Shea worked for Union Pacific Corporation, UGI Development Company, and Laidlaw Environmental Services. In addition to his directorships at KYN and KMF, Mr. Shea formerly served on the board of directors of Mainline Energy Partners, LLC, USA Compression Partners, LP, PVG, PVR, Penn Virginia Corporation, BPL, BGH, Gibson Energy ULC, and Niska Gas Storage Partners LLC. Mr. Shea holds a B.A. from Boston College and an M.B.A. from the University of Virginia. Mr. Shea’s extensive executive experience in the MLP sector and the energy industry, as well as his board experience as a director of several energy-related companies allows him to provide the Board with insight into the specific industries in which each Company invests.
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Required Vote
With respect to each Company, the election of Mr. Levitt as a director under this proposal requires the affirmative vote of (i)the holders of a “majoritymajority of the outstanding voting securities” of the Company represented by the Company’s Common Stock and Preferred Stock (votingoutstanding as of the Record Date, voting together as a class)single class. For purposes of this proposal, each share of Common Stock, and (ii) a “majorityeach share of the outstanding voting securities” of the Company represented by the Company’s Preferred Stock, (votingis entitled to one vote.
With respect to each Company, the election of Mr. Shea as a separate class). Under the 1940 Act, a “majority of the outstanding voting securities” of the Company, which meansdirector under this proposal requires the affirmative vote of the lesser of (A) 67% or more of the outstanding shares present or represented by proxy at the Special Meeting, if the holders of more than 50% of the outstanding shares of the Company are present or represented by proxy; or (B) more than 50% of the outstanding shares of the Company.
In addition, the Company’s purchase agreements for its outstanding series of Preferred Stock, dated April 30, 2014, October 29, 2014, September 7, 2016 and December 10, 2019, respectively, each contain a covenant requiring the Company to maintain its investment objective to invest at least 85% of its total assets in MLPs and other Midstream Energy Companies. If the holdersmajority of the Company’s Preferred Stock approve Proposal 1 to amendoutstanding as of the Company’s investment objective, that approval will be deemed to be a waiver of such covenant under each respective purchase agreement.
Record Date. For purposes of eachthis proposal, each share of KYN’s common stock and each share of KYN’s preferred stockPreferred Stock is entitled to one vote.
Abstentions, and broker non-votes, if any, will have the same effect as votes against approving each proposal since approval is based on the affirmative voteelection of all votes entitled to be cast. Abstentionsthe nominees, although they will be considered present for purposes of determining the presence of a quorum at the SpecialAnnual Meeting.
In uncontested elections of directors, brokers are permitted by applicable regulations to vote shares as to which instructions have not been received from the beneficial owners or the persons entitled to vote. For this reason, it is anticipated that there will be few, if any, broker “non-votes” in connection with this proposal. However, broker non-votes, if any, will have the same effect as a vote against the nominee, although they would be considered present for purposes of determining a quorum.
THE BOARD OF DIRECTORS OF THEEACH COMPANY, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALELECTIONS OF THE NOMINEES TO AMEND THE COMPANY’S INVESTMENT OBJECTIVE AND THE PROPOSAL TO AMEND THE COMPANY’S INVESTMENT CONCENTRATION POLICY.BOARD.
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RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committee and the Board of Directors of each Company, including all of the Company’s Independent Directors, have selected PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending November 30, 2021, and are submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification.
PricewaterhouseCoopers LLP has audited the financial statements of each Company since inception and has informed each Company that it has no direct or indirect material financial interest in the Company or in Kayne Anderson.
A representative of PricewaterhouseCoopers LLP will be available at the Annual Meeting and will have the opportunity to make a statement, if such representative desires, and to respond to stockholders’ questions.
The Audit Committee of each Company normally meets three times each year with representatives of PricewaterhouseCoopers LLP to discuss the scope of their engagement, review the financial statements of the Company and the results of their examination.
INDEPENDENT ACCOUNTING FEES AND POLICIES
Audit and Other Fees
The following table sets forth the approximate amounts of the aggregate fees billed to each Company for the fiscal years ended November 30, 2020 and 2019, respectively, by PricewaterhouseCoopers LLP:
| KYN/KMF | ||||||||||||||||
| KYN | KMF | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
Audit Fees(1) | $ | 129,000 | $ | 207,000 | $ | 141,000 | $ | 214,000 | ||||||||
Audit-Related Fees(2) | — | — | — | — | ||||||||||||
Tax Fees(3) | 210,000 | 203,000 | 162,000 | 162,000 | ||||||||||||
All Other Fees | — | — | — | — | ||||||||||||
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Total | $ | 339,000 | $ | 410,000 | $ | 303,000 | $ | 376,000 | ||||||||
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| (1) | For professional services rendered with respect to the audit of each Company’s annual financial statements and the quarterly review of each Company’s financial statements (as applicable). |
| (2) | For professional services rendered with respect to assurance and related services reasonably related to the performance of the audits of each Company’s annual financial statements not included in “Audit Fees” above. |
| (3) | For professional services for tax compliance, tax advice and tax planning. |
The aggregate non-audit fees billed by PricewaterhouseCoopers LLP for services rendered, for the fiscal years ended November 30, 2020 and 2019, were (i) $210,000 and $203,000, respectively, to KYN; and (ii) $162,000 for each year, to KMF, and all of such non-audit fees related to tax services provided by PricewaterhouseCoopers LLP. The aggregate non-audit fees billed by PricewaterhouseCoopers LLP totaled $4,955,000 and $5,481,000 for services rendered to Kayne Anderson and any entity controlling, controlled by, or under common control with Kayne Anderson that provides ongoing services to the Companies for the fiscal years
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ended November 30, 2020 and 2019, respectively. The Audit Committee of each Company has considered the provision of non-audit services that were rendered to Kayne Anderson and any entity controlling, controlled by, or under common control with Kayne Anderson that provides ongoing services to the Company that were not pre-approved by the Audit Committee and has determined that the provision of such non-audit services is compatible with maintaining PricewaterhouseCoopers LLP’s independence.
Audit Committee Pre-Approval Policies and Procedures
Before the auditor for each Company is engaged by the Company to render audit, audit-related or permissible non-audit services to the Company, either: (a) the Audit Committee shall pre-approve such engagement; or (b) such engagement shall be entered into pursuant to pre-approval policies and procedures established by the Audit Committee. Before any non-audit services may be provided by the auditor to Kayne Anderson or any entity in the investment company complex (i.e., the Company, Kayne Anderson and any entity controlled by, controlling or under common control with Kayne Anderson if such entity is an investment adviser or is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to the Company or Kayne Anderson), if the nature of the services to be provided relate directly to the Company’s operations or financial reporting, such non-audit services must be pre-approved by the Audit Committee. Any pre-approval policies and procedures established by the Audit Committee must be detailed as to the particular service and not involve any delegation of the Audit Committee’s responsibilities to Kayne Anderson. The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals. The pre-approval policies and procedures shall include the requirement that the decisions of any member to whom authority is delegated under this provision shall be presented to the full Audit Committee at its next scheduled meeting. Under certain limited circumstances, pre-approvals are not required if certain de minimis thresholds are not exceeded, as such thresholds are set forth by the Audit Committee and in accordance with applicable SEC rules and regulations.
For engagements with PricewaterhouseCoopers LLP, the Audit Committee of each Company approved in advance all audit services and non-audit services, if any, that PricewaterhouseCoopers LLP provided to the Company and to Kayne Anderson (with respect to the Company’s operations and financial reporting). None of the services rendered by PricewaterhouseCoopers LLP to the Company or Kayne Anderson were pre-approved by the Audit Committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. The Audit Committee has considered and concluded that the provision of non-audit services rendered by PricewaterhouseCoopers LLP to Kayne Anderson and any entity controlling, controlled by, or under common control with Kayne Anderson that were not required to be pre-approved by the Audit Committee is compatible with maintaining PricewaterhouseCoopers LLP’s independence.
The Audit Committee of the Board of Directors (the “Board”) of each of Kayne Anderson Energy Infrastructure Fund, Inc. and Kayne Anderson NextGen Energy & Infrastructure, Inc. (each, a “Company”) is responsible for assisting the Board in monitoring (1) the accounting and reporting policies and procedures of the Company, (2) the quality and integrity of the Company’s financial statements, (3) the Company’s compliance with regulatory requirements, and (4) the independence and performance of the Company’s independent auditors and any internal auditors. Among other responsibilities, the Audit Committee of each Company reviews, in its oversight
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capacity, the Company’s annual financial statements with both management and the independent auditors, and the Audit Committee of each Company meets periodically with the independent auditors and any internal auditors to consider their evaluation of the Company’s financial and internal controls. The Audit Committee of each Company also selects, retains and evaluates and may replace the Company’s independent auditors and determines their compensation, subject to ratification of the Board, if required. The Audit Committee of each Company is currently composed of four directors. The Audit Committee of each Company operates under a written charter (the “Audit Committee Charter”) adopted and approved by the Board, a copy of which is available on the Companies’ website (www.kaynefunds.com). Each Audit Committee member is “independent” as defined by New York Stock Exchange listing standards.
The Audit Committee of each Company, in discharging its duties, has met with and held discussions with management and the Company’s independent auditors and any internal auditors. The Audit Committee of each Company has reviewed and discussed the Company’s audited financial statements with management. Management has represented to the independent auditors that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the U.S. The Audit Committee of each Company has also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The Audit Committee of each Company has received the written disclosures and the letter from the Company’s independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee of each Company concerning independence, and has discussed with the independent auditors the independent auditors’ independence. As provided in the Audit Committee Charter of each Company, it is not the Audit Committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that the Company’s financial statements are complete and accurate and presented in accordance with accounting principles generally accepted in the U.S.
Based on each Company’s Audit Committee’s review and discussions with management and the independent auditors, the representations of management and the report of the independent auditors to each Company’s Audit Committee, the Audit Committee of each Company has recommended that its Board include the audited financial statements in the Company’s Annual Report on Form N-CSR for the fiscal year ended November 30, 2020 filed with the Securities and Exchange Commission.
Submitted by the Audit Committee of each Company:
William R. Cordes
Anne K. Costin
Barry R. Pearl
Albert L. Richey
Required Vote
With respect to each Company, the approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of the Company’s Common Stock and Preferred Stock outstanding as of the Record Date, voting together as a single class. For purposes of this proposal, each share of Common Stock, and each share of Preferred Stock is entitled to one vote.
For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
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BOARD RECOMMENDATION
THE BOARD OF DIRECTORS OF EACH COMPANY, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
INFORMATION ABOUT EXECUTIVE OFFICERS
The following table sets forth each executive officer’s name and year of birth; position(s) with each Company, term of office, and length of time served; principal occupations during the past five years; and directorships. The address for the Company’s offices is 811 Main Street, 14th Floor, Houston, TX 77002. All executive officers currently serve in identical offices with KYN and KMF.
Name | Position(s) Held with | Principal Occupations | Number of Portfolios in Fund Complex(2) Overseen by Officer | Other Directorships Held by Officer Five Years | ||||
| James C. Baker (born 1972) | See information on page 7. | |||||||
| J.C. Frey (born 1968) | Executive Vice President. Elected annually as an officer/served since inception. | Managing Partner of Kayne Anderson since 2004 and Co-Managing Partner of KAFA since 2006. Executive Vice President of KYN since June 2008 and of KMF since August 2010. Assistant Secretary and Assistant Treasurer of KYN from 2004 to January 2019 and of KMF from August 2010 to January 2019. | 2 | None | ||||
| Terry A. Hart (born 1969) | Chief Financial Officer, Treasurer and Assistant Secretary. Elected annually as an officer/served since 2005 (KYN) and since inception (KMF). | Senior Managing Director of Kayne Anderson since January 2020. Managing Director of Kayne Anderson from December 2005 to January 2020 and Chief Financial Officer of KAFA since 2006. Chief Financial Officer and Treasurer of KYN since December 2005 and of KMF since August 2010. Assistant Secretary of KYN and KMF since January 2019. Chief Financial Officer of Kayne Anderson Acquisition Corp. from December 2016 to November 2018. | 2 | Current: • The Source for Women (not-for-profit organization) Prior: • KED | ||||
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Name | Position(s) Held with | Principal Occupations | Number of Portfolios in Fund Complex(2) Overseen by Officer | Other Directorships Held by Officer Five Years | ||||
| Jarvis V. Hollingsworth (born 1962) | Secretary. Elected annually as an officer/served since 2019. | General Counsel of Kayne Anderson and Secretary of KYN and KMF since 2019. Private practice of law at Fulbright & Jaworski LLP (1993-1999); Brobeck Phleger & Harrison (1999-2001); and Bracewell LLP (2001-2019). Chairman of the Board of Trustees of the Teacher Retirement System of Texas (2017 to Present). | 2 | Current: • Laredo Petroleum, Inc. (energy) • Teacher Retirement System of Texas (public retirement system) Prior: • Cullen/Frost Bankers, Inc. (financial holding company) • Emergent Technologies, LP (commerce technology) • Infogroup, Inc. (data and marketing solutions) • University of Houston System Board of Regents (public university system) | ||||
| Ron M. Logan, Jr. (born 1960) | Senior Vice President. Elected annually as an officer/served since September 2012 (KYN) and June 2012 (KMF). | Senior Managing Director of Kayne Anderson since February 2014. Managing Director of Kayne Anderson from September 2006 to February 2014. Senior Vice President of KYN since September 2012 and of KMF since June 2012. | 2 | Prior: • VantaCore Partners LP (aggregates MLP) | ||||
| Jody C. Meraz (born 1978) | Senior Vice President. Elected annually as an officer/served since June 2011. | Senior Managing Director of Kayne Anderson since February 2019. Managing Director of Kayne Anderson from February 2014 to February 2019. Senior Vice President of Kayne Anderson from 2011 to February 2014. Vice President of KYN and KMF since 2011. | 2 | None | ||||
| A. Colby Parker (born 1987) | Vice President and Assistant Treasurer. Elected annually as an officer/served since January 2019. | Vice President of KYN and KMF since June 2020. Assistant Treasurer of KYN and KMF since January 2019. Controller of Kayne Anderson since July 2015. Finance and Treasury Analyst of Kayne Anderson from June 2014 to June 2015. | 2 | None | ||||
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Name | Position(s) Held with | Principal Occupations | Number of Portfolios in Fund Complex(2) Overseen by Officer | Other Directorships Held by Officer Five Years | ||||
| Ellen B. Wilkirson (born 1991) | Vice President. Elected annually as an officer/served since June 2020. | Vice President of Kayne Anderson since January 2021. Vice President of KYN and KMF since June 2020. Senior Associate of Kayne Anderson from January 2020 to December 2020. Associate of Kayne Anderson from January 2018 to December 2019. Analyst of Kayne Anderson from May 2017 to December 2017. Investment banking Analyst at Credit Suisse Securities (USA) LLC from August 2015 to April 2017. | 2 | None | ||||
| Michael J. O’Neil (born 1983) | Chief Compliance Officer. Elected annually as an officer/served since December 2013. | Chief Compliance Officer of Kayne Anderson since March 2012 and of KYN and KMF since December 2013 and of KA Associates, Inc. (broker-dealer) since January 2013. A compliance officer at BlackRock Inc. from January 2008 to February 2012. | 2 | None | ||||
| (1) | In August 2018, Kayne Anderson Energy Total Return Fund, Inc. (“KYE”) merged into Kayne Anderson NextGen Energy & Infrastructure, Inc. (“KMF”) and Kayne Anderson Energy Development Company (“KED”) merged into Kayne Anderson Energy Infrastructure Fund, Inc. (“KYN”). The table presents principal occupations for each officer of KYN and KMF and does not set forth the principal occupations, if any, for KYE and KED. |
| (2) | The 1940 Act requires the term “Fund Complex” to be defined to include registered investment companies advised by Kayne Anderson. For each officer, the Fund Complex includes KYN and KMF. |
COMPENSATION DISCUSSION AND ANALYSIS
Pursuant to an investment management agreement between each Company and KAFA (the Companies’ external manager), KAFA is responsible for supervising the investments and reinvestments of each Company’s assets. KAFA, at its own expense, maintains staff and employs personnel as it determines is necessary to perform its obligations under the investment management agreement. Each Company pays various management fees to KAFA for the advisory and other services performed by KAFA under the investment management agreement.
The executive officers who manage each Company’s regular business are employees of KAFA or its affiliates. Accordingly, neither Company pays salaries, bonuses or other compensation to its executive officers. Neither Company has employment agreements with its executive officers. Neither Company provides pension or retirement benefits, perquisites, or other personal benefits to its executive officers. Neither Company maintains compensation plans under which its equity securities are authorized for issuance. Neither Company has arrangements to make payments to its executive officers upon their termination or in the event of a change in control of the Company.
The investment management agreement for each Company does not require KAFA to dedicate specific personnel to fulfilling its obligation to the Company under the investment management agreement, or require KAFA personnel to dedicate a specific amount of time to the management of the Company. In their capacities as executive officers or employees of KAFA or its affiliates, they devote such portion of their time to the Company’s affairs as required for the performance of KAFA’s duties under the investment management agreement.
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The executive officers for both Companies are compensated by KAFA. The Companies understand that KAFA takes into account the performance of each Company as a factor in determining the compensation of certain of its senior managers, and such compensation may be increased depending on the Company’s performance. In addition to compensation for services performed for each Company, certain of the executive officers receive compensation for services performed for KAFA’s various investment funds. However, KAFA cannot segregate and identify that portion of the compensation awarded to, earned by or paid to each Company’s executive officers that relates exclusively to their services to each Company.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following tables set forth the number of shares of theeach Company’s Common Stock (as of December 31, 2020) and Preferred Stock (as of February 12, 2021) beneficially owned by theeach Company’s current directors and executive officers as a group, and certain other beneficial owners, according to information furnished to each Company by such persons. Based on statements publicly filed with the SEC and other information obtained from such persons.
Also set forth in the table below is the dollar rangepersons, as of the Company’s securities and the aggregate dollar range of securities in the Fund ComplexDecember 31, 2020, one person beneficially owned by the directorsmore than 5% of KYN’s outstanding Common Stock and executive officersone person beneficially owned more than 5% of the Company asKMF’s outstanding Common Stock. As of June 30, 2020 (beneficialFebruary 12, 2021, KYN and KMF are aware of six and three persons, respectively, each of whom beneficially owns more than 5% of each Company’s outstanding Preferred Stock. Beneficial ownership beingis determined in accordance with Rule 16a-1(a)(2)13d-3 ofunder the Securities Exchange1934 Act of 1934, as amended, (the “1934 Act”)).and, unless indicated otherwise, includes voting or investment power with respect to the securities.
Common Stock
Name of Owner | KYN | Aggregate Dollar Range of Equity Securities in All Closed-End Funds Overseen by Director in Fund Complex(3) | ||||||||||||||||||||||||||||||
| Number of Shares | Percent of Class(1) | Dollar Range of Securities(2) | ||||||||||||||||||||||||||||||
| KYN | KMF | |||||||||||||||||||||||||||||||
| Number of Shares | Percent of Class(1) | Number of Shares | Percent of Class(2) | |||||||||||||||||||||||||||||
Independent Directors | ||||||||||||||||||||||||||||||||
William R. Cordes | 6,708 | * | $10,001-$50,000 | $50,001-$100,000 | 6,708 | * | 4,900 | * | ||||||||||||||||||||||||
Anne K. Costin | 2,020 | * | $10,001-$50,000 | $10,001-$50,000 | 2,020 | * | 1,457 | * | ||||||||||||||||||||||||
Barry R. Pearl | 11,711 | * | $50,001-$100,000 | $50,001-$100,000 | 11,711 | * | 4,000 | * | ||||||||||||||||||||||||
Albert L. Richey | 17,068 | * | $50,001-$100,000 | Over $100,000 | 17,068 | * | 10,016 | * | ||||||||||||||||||||||||
William H. Shea, Jr. | 10,219 | * | $50,001-$100,000 | $50,001-$100,000 | 12,560 | * | 6,961 | * | ||||||||||||||||||||||||
William L. Thacker | 17,800 | * | $50,001-$100,000 | Over $100,000 | 17,800 | * | 2,000 | * | ||||||||||||||||||||||||
Interested Directors | ||||||||||||||||||||||||||||||||
Kevin S. McCarthy(4) | 739,072 | * | Over $100,000 | Over $100,000 | ||||||||||||||||||||||||||||
James C. Baker | 364,424 | * | Over $100,000 | Over $100,000 | 364,424 | * | 207,603 | * | ||||||||||||||||||||||||
Michael J. Levitt(5) | — | * | None | None | ||||||||||||||||||||||||||||
Michael J. Levitt | — | * | — | * | ||||||||||||||||||||||||||||
Executive Officers | ||||||||||||||||||||||||||||||||
J.C. Frey | 282,435 | * | NA | NA | 301,405 | * | 152,420 | * | ||||||||||||||||||||||||
Terry A. Hart | 20,998 | * | NA | NA | 20,998 | * | 18,975 | * | ||||||||||||||||||||||||
Jarvis V. Hollingsworth | — | * | NA | NA | — | * | — | * | ||||||||||||||||||||||||
Ron M. Logan, Jr. | 38,107 | * | NA | NA | 40,537 | * | 15,986 | * | ||||||||||||||||||||||||
Jody C. Meraz | 27,484 | * | NA | NA | 27,484 | * | 16,627 | * | ||||||||||||||||||||||||
Michael J. O’Neil | — | * | NA | NA | — | * | — | * | ||||||||||||||||||||||||
A. Colby Parker | 697 | * | NA | NA | 1,677 | * | 1,458 | * | ||||||||||||||||||||||||
Ellen B. Wilkirson | 83 | * | NA | NA | 1,626 | * | 2,161 | * | ||||||||||||||||||||||||
All Directors & Executive Officers as a Group (17 persons)(6) | 1,538,826 | 1.2 | % | |||||||||||||||||||||||||||||
| Name of Beneficial Owner | ||||||||||||||||||||||||||||||||
Morgan Stanley Smith Barney LLC 1585 Broadway New York, NY 10036 | 6,482,978 | 5.1 | % | |||||||||||||||||||||||||||||
All Directors & Executive Officers as a Group (16 persons) | 862,018 | (3) | * | 444,564 | (4) | * | ||||||||||||||||||||||||||
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| KYN | KMF | |||||||||||||||
| Number of Shares | Percent of Class(1) | Number of Shares | Percent of Class(2) | |||||||||||||
| Name of Beneficial Owner of Common Stock | ||||||||||||||||
Morgan Stanley 1585 Broadway New York, NY 10036 | 8,995,829 | 7.1 | % | 823,229 | 1.7 | % | ||||||||||
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 | 987,853 | 0.8 | % | 3,286,068 | 7.0 | % | ||||||||||
| * | Less than 1% of class. |
| (1) | Based on 126,447,554 shares outstanding as of |
| (2) |
|
| (3) |
|
|
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Does not include 86 shares of common stock held by |
| (4) | Does not include 4,000 shares of common stock held by KAFA, a subsidiary of KACALP, in which certain executive officers have ownership interests, because they may not exercise voting or investment power with respect to such shares. KMF believes by virtue of these arrangements that those officers should not be deemed to have indirect beneficial ownership of such shares. |
Preferred Stock
Name of Owner | Number of Shares | Percent of Class(1) | ||||||
All Directors and Executive Officers as a Group (17 persons) | — | — | ||||||
Voya Investment Management LLC | 1,614,784 | 20.6 | % | |||||
Prudential Private Capital | 1,200,000 | 15.3 | % | |||||
MetLife Investment Management, LLC | 935,058 | 11.9 | % | |||||
Thrivent Financial for Lutherans | 680,000 | 8.7 | % | |||||
Principal Global Investors, LLC | 587,778 | 7.5 | % | |||||
AIG Asset Management | 526,975 | 6.7 | % | |||||
The Guardian Life Insurance Company of America | 520,000 | 6.6 | % | |||||
Nuveen Alternatives Advisors, LLC | 405,365 | 5.2 | % | |||||
Name of Owner of Preferred Stock | KYN | KMF | ||||||||||||||
| Number of Shares | Percent of Class(1) | Number of Shares | Percent of Class(2) | |||||||||||||
All Directors & Executive Officers as a Group (16 persons) | — | — | — | — | ||||||||||||
Voya Investment Management LLC | 1,451,203 | 28.6 | % | 303,859 | 34.2 | % | ||||||||||
MetLife Investment Management, LLC | 704,000 | 13.9 | % | — | — | |||||||||||
Thrivent Financial for Lutherans | 680,000 | 13.4 | % | — | — | |||||||||||
Principal Global Investors, LLC | 587,778 | 11.6 | % | — | — | |||||||||||
The Guardian Life Insurance Company of America | 520,000 | 10.2 | % | — | — | |||||||||||
Apollo Global Management, Inc. | 332,398 | 6.5 | % | 204,000 | 23.0 | % | ||||||||||
Mutual of Omaha | 121,610 | 2.4 | % | 379,657 | 42.8 | % | ||||||||||
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| * | Less than 1% of class. |
| (1) | Based on 5,080,208 shares outstanding as of February 12, 2021. |
| (2) | Based on 887,516 shares outstanding as of February 12, 2021. |
The following table sets forth the dollar range of each Company’s equity securities and the aggregate dollar range of equity securities in all of the closed-end funds overseen by each director in the same Fund Complex beneficially owned by the directors of each Company as of December 31, 2020 (beneficial ownership being determined in accordance with Rule 16a-1(a)(2) of the 1934 Act):
Common Stock Ownership
| Dollar Range of Equity Securities(1) | Aggregate Dollar Range of Equity Securities(1) in Funds Overseen by Director in Fund Complex | |||||||||||
| KYN | KMF | |||||||||||
Independent Directors | ||||||||||||
William R. Cordes | $10,001-$50,000 | $10,001-$50,000 | $50,001-$100,000 | |||||||||
Anne K. Costin | $10,001-$50,000 | $1-$10,000 | $10,001-$50,000 | |||||||||
Barry R. Pearl | $50,001-$100,000 | $10,001-$50,000 | $50,001-$100,000 | |||||||||
Albert L. Richey | $50,001-$100,000 | $50,001-$100,000 | Over $100,000 | |||||||||
William H. Shea, Jr. | $50,001-$100,000 | $10,001-$50,000 | Over $100,000 | |||||||||
William L. Thacker | Over $100,000 | $10,001-$50,000 | Over $100,000 | |||||||||
Interested Directors | ||||||||||||
James C. Baker | Over $100,000 | Over $100,000 | Over $100,000 | |||||||||
Michael J. Levitt | None | None | None | |||||||||
| (1) |
|
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Based on statements publicly filed with the SEC and other information obtained from such persons,For each Company as of June 30, 2020, one person beneficially owned more than 5% of KYN’s outstanding Common Stock and eight persons beneficially owned more than 5% of KYN’s outstanding Preferred Stock. Beneficial ownership is determined in accordance with Rule 13d-3 under the 1934 Act and, unless indicated otherwise, includes voting or investment power with respect to the securities.
As of June 30,December 31, 2020, the Independent Directors of the Companyboth Companies (other than Ms. Costin and Mr. Pearl, as noted in the following table) and their respective immediate family members did not own beneficially or of record any class of securities of Kayne Anderson or any person directly or indirectly controlling, controlled by, or under common control with Kayne Anderson. As of June 30,December 31, 2020, the Independent Directors of the Companyboth Companies did not own beneficially or of record any class of securities of the underwriters of the offerings of theeither Company’s Common Stock or Preferred Stock or any class of securities of any person directly or indirectly controlling, controlled by, or under common control with such underwriters.
As of December 31, 2020, certain officers and certain employees of Kayne Anderson, including all the executive officers of each Company, own, in the aggregate, approximately $5 million of KYN’s Common Stock and approximately $3 million of KMF’s Common Stock.
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The table below sets forth information about securities owned by the independent directors of the Companyboth Companies and their respective immediate family members, as of May 31,November 30, 2020, in entities directly or indirectly controlling, controlled by, or under common control with, the Company’sCompanies’ investment adviser or underwriters.
Director | Name of Owners and Relationships to Director | Fund(1) | Title of Class | Value of Securities | Percent of Class | Name of Owners and Relationships to Director | Company(1) | Title of Class | Value of Securities | Percent of Class | ||||||||||||||||||||
Anne K. Costin | Self | Kayne Anderson Real Estate Partners II LP | Partnership Units | $ | 197 | * | Self | Kayne Partners Fund III (QP), L.P. | Partnership Units | $ | 57,835 | * | ||||||||||||||||||
| Kayne Partners Fund III (QP), L.P. | Partnership Units | $ | 62,334 | * | Kayne Anderson Capital Income Partners (QP), L.P. | Partnership Units | $ | 63,912 | * | |||||||||||||||||||||
| Kayne Anderson Capital Income Partners (QP), L.P. | Partnership Units | $ | 65,089 | * | Kayne Anderson Non-Traditional Investments, L.P. | Partnership Units | $ | 69,507 | * | |||||||||||||||||||||
| Kayne Anderson Non-Traditional Investments, L.P. | Partnership Units | $ | 64,290 | * | ||||||||||||||||||||||||||
Barry R. Pearl | Self | Kayne Anderson Real Estate Partners V, L.P. | Partnership Units | $ | 352,492 | * | ||||||||||||||||||||||||
Barry Pearl | Self | Kayne Anderson Real Estate Partners IV LP | Partnership Units | $ | 411,082 | * | ||||||||||||||||||||||||
| * | Less than 1% of class. |
| (1) |
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For each Company, Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require the Company’s directors and executive officers, investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of the Company’s equity securities to file Section 16(a) forms with the SEC and NYSE reporting their affiliation with the Company, their ownership and changes in their ownership of the Company’s shares. Those persons and entities are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of those Section 16(a) forms furnished to it, each Company believes that its directors and executive officers, KAFA, affiliated persons of KAFA, and any persons holding more than 10% of the Company’s Preferred Stock have complied with all applicable Section 16(a) filing requirements during the last fiscal year except with respect to the events described below. To the knowledge of each Company’s management, no person beneficially owned more than 10% of either Companies’ Common Stock during the fiscal year ended November 30, 2020.
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Board Leadership Structure
Each Company’s business and affairs are managed under the direction of its Board, including the duties performed for the Company pursuant to its investment management agreement. Among other things, the Board of each Company sets broad policies for the Company, approves the appointment of the Company’s investment adviser, administrator and officers, and approves the engagement, and reviews the performance of the Company’s independent registered public accounting firm. The role of the Board of each Company and of any individual director is one of oversight and not of management of the day-to-day affairs of the Company.
The Board of each Company currently consists of eight directors, six of whom are Independent Directors with one lead Independent Director. William L. Thacker will retire at the Annual Meeting, leaving the Board of each Company with seven directors, five of whom are Independent Directors, including the lead Independent Director. As part of each regular Board meeting for each Company, the Independent Directors meet separately from Kayne Anderson and, as part of at least one Board meeting each year, with the Company’s Chief Compliance Officer. The Board of each Company reviews its leadership structure periodically as part of its annual self-assessment process and believes that its structure is appropriate to enable the Board to exercise its oversight of the Company.
Under each Company’s Amended and Restated Bylaws, the Board of each Company may designate a Chairman to preside over meetings of the Board and meetings of stockholders, and to perform such other duties as may be assigned to him or her by the Board. Neither Company has an established policy as to whether the Chairman of the Board shall be an Independent Director and believes that having the flexibility to designate its Chairman and reorganize its leadership structure from time to time is in the best interests of the Company and its stockholders.
Presently, Mr. Baker serves as Chairman of the Board of each Company. Mr. Baker is an “interested person” of each Company, as defined in the 1940 Act, by virtue of his employment relationship with Kayne Anderson. Each Company believes that Mr. Baker’s history with the Company, familiarity with the Kayne Anderson investment platform and extensive experience in the field of energy-related investments qualifies him to serve as the Chairman of the Board. Each Board has determined that the composition of the Audit and Nominating Committees being Independent Directors only is an appropriate means to address any potential conflicts of interest that may arise from the Chairman’s status as an interested person of the Company.
Presently, Mr. Shea has been designated as lead Independent Director. While Mr. Shea is the lead Independent Director, all of the Independent Directors play an active role in serving on the Board. The Independent Directors constitute a majority of each Company’s Board and are closely involved in all material deliberations related to the Company. The Board of each Company believes that, with these practices, each Independent Director has a stake in the Board’s actions and oversight role and accountability to the Company and its stockholders.
Board Role in Risk Oversight
Each Company’s Board oversees the services provided by Kayne Anderson, including certain risk management functions. Risk management is a broad concept comprised of many disparate elements (such as, for example, investment risk, issuer and counterparty risk, compliance risk, operational risk and business continuity risk). Consequently, Board oversight of different types of risks is handled in different ways, and the Board of each Company implements its risk oversight
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function both as a whole and through Board committees. In the course of providing oversight, each Board and its committees receive reports on the Company’s activities, including those related to the Company’s investment portfolio and its financial accounting and reporting. Each Board also meets at least quarterly with the Company’s Chief Compliance Officer, who reports on the compliance of the Company with the federal securities laws and the Company’s internal compliance policies and procedures. The meetings of the Audit Committee of each Company with the Company’s independent registered public accounting firm also contribute to Board oversight of certain internal control risks. In addition, each Board meets periodically with representatives of the Company and Kayne Anderson to receive reports regarding the management of the Company, including those related to certain investment and operational risks, and the Independent Directors of each Company are encouraged to communicate directly with senior management.
Each Company believes that Board roles in risk oversight must be evaluated on a case-by-case basis and that the Board’s existing role in risk oversight is appropriate. Management believes that each Company has robust internal processes in place and a strong internal control environment to identify and manage risks. However, not all risks that may affect a Company can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond any control of the Company or Kayne Anderson, its affiliates or other service providers.
Diversity in Nominees for Director
The Nominating Committee of each Company evaluates candidates’ qualifications for Board membership. The Nominating Committee of each Company takes into account the diversity of a particular candidate and the overall diversity of the Board when considering and evaluating candidates for Director. While the Nominating Committee of each Company has not adopted a particular definition of diversity or a particular policy with regard to the consideration of diversity in identifying candidates, when considering a candidate’s and the Board’s diversity, the Nominating Committee generally considers the manner in which each candidate’s leadership, independence, interpersonal skills, financial acumen, integrity and professional ethics, educational and professional background, prior director or executive experience, industry knowledge, business judgment and specific experiences or expertise would compliment or benefit the Board and, as a whole, contribute to the ability of the Board to oversee the Company. The Nominating Committee of each Company may also consider other factors or attributes as it may determine appropriate in its judgment. The Nominating Committee of each Company believes that the significance of each candidate’s background, experience, qualifications, attributes or skills must be considered in the context of the Board as a whole. As a result, the Nominating Committee of each Company has not established any litmus test or quota relating to diversity that must be satisfied before an individual may serve as a director. Each Board believes that Board effectiveness is best evaluated at a group level, through its annual self-assessment process. Through this process, each Board considers whether the Board as a whole has an appropriate level of sophistication, skill and business acumen and the appropriate range of experience and background.
Communications Between Stockholders and the Board of Directors
Stockholders of either Company may send communications to the Board of Directors. Communications should be addressed to the Secretary of the Company at 811 Main Street, 14th Floor, Houston, TX 77002. The Secretary will forward any communications received directly to the Board.
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Code of Ethics and Policies Regarding Transactions with Related Parties
Each Company has adopted a code of ethics, as required by federal securities laws, which applies to, among others, its directors and officers. Copies of the code of ethics of each Company may be obtained from the Company free of charge by calling (877) 657-3863, or visiting the Company’s website at www.kaynefunds.com.
The Companies have each adopted policies with respect to affiliated and related party transactions to the extent required by the 1940 Act and related regulatory guidance.
TheEach Company’s Board of Directors knows of no other matters that are intended to be brought before the meeting. If other matters are properly presented at the SpecialAnnual Meeting, the proxies named in the enclosed form of proxy will vote on those matters in their sole discretion.
MORE INFORMATION ABOUT THE MEETING
At the Record Date, theeach Company had the following numbers of shares of stock issued and outstanding:
| Common Stock | Preferred Stock | |||||||
KYN | 126,447,554 | 7,828,701 | ||||||
Class of Stock | Shares Outstanding | |||||||
| KYN | KMF | |||||||
Common Stock | 126,447,554 | 47,197,462 | ||||||
Preferred Stock | 5,080,208 | 887,516 | ||||||
How Proxies will beWill Be Voted
AllFor each Company, all proxies solicited by the Board of Directors that are properly executed and received at or prior to the SpecialAnnual Meeting, and that are not revoked, will be voted at the SpecialAnnual Meeting. Votes will be cast in accordance with the instructions marked on the enclosed proxy card. If no instructions are specified, the persons named as proxies will cast such votes in accordance with theeach Board’s recommendations. The Companies know of no other matters to be presented at the Annual Meeting. However, if other proposals are properly presented at the Annual Meeting, the votes entitled to be cast by the persons named as proxies on the enclosed proxy card will cast such votes in their sole discretion.
If your shares in either Company are held in “Street Name” by a broker or bank, you will receive information regarding how to instruct your bank or broker to cast your votes. If you are a stockholder of record of either Company, you may authorize the persons named as proxies on the enclosed proxy card to cast the votes you are entitled to cast at the meeting by completing, signing, dating and returning the enclosed proxy card. For either Company, stockholders of record or their duly authorized proxies may vote during the virtual Annual Meeting. However, even if you plan to attend the virtual Annual Meeting, you should still return your proxy card, which will ensure your vote is cast should your plans change.
If your shares in the Company are held by a financial intermediary (such as a broker-dealer or a bank), you will receive information regarding how to instruct your bankbroker or brokerbank to cast your votes.
28
vote. If you wish to attend and vote at the SpecialAnnual Meeting, you must first obtain a legal proxy from your financial intermediary reflecting the Company’s name, the number of shares you held as of the Record Date, as well as your name and address. You may forward an email from your intermediary containing the legal proxy or attach an image of the legal proxy via email to AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com with “Legal Proxy” in the subject line. After receiving this information, AST will then email you the virtual meeting access information and instructions for voting during the SpecialAnnual Meeting.
If you are a stockholder of record of the Company (shares are held in your name as reflected in the Company’s records), you may authorize the persons named as proxies on the enclosed proxy card to cast the votes you are entitled to cast at the meeting by completing, signing, dating and returning the enclosed proxy card. If you are a stockholder of record of the Company, and wish to attend and vote at the SpecialAnnual Meeting, please send an email including your full name and address to AST at attendameeting@astfinancial.com with “KYN virtual meeting” in the subject line. AST will then email you the virtual meeting access information and instructions for voting during the SpecialAnnual Meeting.
Stockholders that wishMaryland Control Share Acquisition Act
Each Company has elected to attend, but not votebe subject to the Maryland Control Share Acquisition Act (the “MCSAA”) with respect to its common stock. The MCSAA seeks to limit the ability of an acquiring person to achieve a short-term gain at the Special Meeting may registerexpense of the Company’s ability to pursue its investment objective and accesspolicies and to seek long-term value for the Special Meetingrest of the Company’s stockholders. The MCSAA protects the interests of all stockholders of a Maryland corporation by visiting https://attendee.gotowebinar.com/register/4813452308866109712. Requests to attend the Special Meeting mustproviding that any holder of “control shares” acquired in a “control share acquisition” will not be received by AST no later than 2:00 p.m. Central Time on October 21, 2020.
The Special Meeting will begin promptly at 8:00 a.m. Central Time. Stockholders are encouraged to access the meeting prior to the meeting start time.
11
Stockholders of record or their duly authorized proxies may vote in person at the Special Meeting. However, even if you plan to attend the Special Meeting, you should still return your proxy card, which will ensure that your vote is cast should your plans change.
The presence, in person or by proxy, of holders of shares entitled to castvote its shares unless the other stockholders of the corporation reinstate those voting rights at a majoritymeeting of stockholders by a vote of two-thirds of the votes entitled to be cast (without regardon the matter, excluding the “acquiring person” (i.e., the holder or group of holders acting in concert that acquires, or proposes to class) constitutesacquire, “control shares” and any other holders of “interested shares” as defined in the MCSAA). Generally, “control shares” are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33% or more, or a quorum for the purposesmajority of the Special Meeting. Abstentionstotal voting power of shares entitled to vote in the election of directors. Common stockholders (together with any “associated persons,” as defined in the MCSAA) that own less than ten percent of the shares entitled to vote in the election of directors are not affected by the restrictions on voting rights under the MCSAA.
Expenses and broker non-votesSolicitation of Proxies
For each Company, the expenses of preparing, printing and mailing the enclosed proxy card, the accompanying notice and this proxy statement, tabulation expenses and all other costs in connection with the solicitation of proxies will be countedborne by the Company. Each Company may also reimburse banks, brokers and others for purposestheir reasonable expenses in forwarding proxy solicitation material to the beneficial owners of determining whether athe Company’s shares. In order to obtain the necessary quorum is present at the Special Meeting.Annual Meeting, additional solicitation may be made by mail, telephone, telegraph, facsimile or personal interview by each Company’s representatives, Kayne Anderson, the Company’s transfer agent, or by brokers or their representatives or by a solicitation firm that may be engaged by the Company to assist in proxy solicitations. If a quorumproxy solicitor is retained by either Company, the costs associated with all proxy solicitation are expected to be approximately $5,000 for each Company. The Company will not present in personpay any of its representatives or byKayne Anderson any additional compensation for their efforts to supplement proxy at the Special Meeting, the chairman of the Special Meeting may adjourn the meeting to a date not more than 120 days after the original Record Date without notice other than announcement at the Special Meeting.solicitation.
29
Dissenters’ or Appraisal Rights
Stockholders of theeither Company do not have dissenters’ or appraisal rights.
At any time before it has been voted, you may revoke your proxy for either Company by: (1) sending a letter revoking your proxy to the Secretary of the Company at 811 Main Street, 14th14th Floor, Houston, TX 77002; (2) properly executing and sending a later-dated proxy to the Secretary of the Company at the same address; or (3) attending the Specialvirtual Annual Meeting, requesting return of any previously delivered proxy, and voting in person.during the meeting.
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are generally matters that may substantially affect the rights or privileges of stockholders. The ratification of the selection of the independent registered public accounting firm is generally considered to be “routine,” and brokers generally have discretionary voting power with respect to such proposal.
ExpensesQuorum and SolicitationAdjournment
For each Company, the presence, in person or by proxy, of Proxies
The Company will bear all fees and expenses incurred in connection with this proxy statement and the Special Meeting, including, but not limitedholders of shares entitled to proxy and proxy solicitation costs, printing and mailing costs, expenses of holding additional Board and stockholder meetings, and related legal fees. Solicitation costs may include (a) printing and mailing of this proxy statement and accompanying material, (b) reimbursement of brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial ownerscast a majority of the Company’s shares, (c) paymentvotes entitled to AST for its services in soliciting proxiesbe cast (without regard to class) constitutes a quorum for the Special Meeting and (d) paymentpurposes of the costs associated with supplementary solicitations to submit proxiesAnnual Meeting. Abstentions and broker non-votes will be counted for the Special Meeting. In order to obtain the necessarypurposes of determining whether a quorum is present at the Special Meeting, additional solicitation may be made by postal mail, email, telephone, facsimile or personal interview by the Company’s representatives, Kayne Anderson, brokers or their representatives,Annual Meeting. For each Company, if a quorum is not present in person or by proxy at the Company’s proxy solicitor, AST Fund Solutions, LLC (“AST”).
12
Total costsAnnual Meeting, the chairman of the proxy solicitation is estimatedAnnual Meeting may adjourn the meeting to be approximately $190,000. The Company willa date not pay any of its representatives or Kayne Anderson any additional compensation for their efforts to supplement proxy solicitation.more than 120 days after the original Record Date without notice other than announcement at the Annual Meeting.
KA Fund Advisors, LLC is the investment adviser for theeach Company. Its principal office is located at 811 Main Street, 14th14th Floor, Houston, TX 77002.
Ultimus Fund Solutions, LLC (the “Administrator”) provides certain administrative services for theeach Company, including but not limited to preparing and maintaining books, records, and tax and financial reports, and monitoring compliance with regulatory requirements. The Administrator is located at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
30
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit the Companycompanies and intermediaries (e.g. brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for the Company.companies.
For theThis year, for each Company, a number of brokers with account holders who are the Company’s stockholders will be “householding” its proxy materials. These brokers will deliver a single copy of the proxy statement and other proxy materials to multiple stockholders sharing an address unless the brokers have received contrary instructions from the affected stockholders. If you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of proxy materials and annual report, please notify your broker. Stockholders of theeach Company sharing an address who currently receive multiple copies of proxy materials and annual report of theeither Company at the same addresses and would like to request “householding” of their communications should contact their brokers.
1331
The Amended and Restated Bylaws currently in effect for theeach Company provide that in order for a stockholder to nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such meeting, which nomination or proposal is not to be included in the Company’s proxy statement. Writtenstatement, written notice containing the information required by the current Bylaws must be delivered to the Secretary of the Company at 811 Main Street, 14th14th Floor, Houston, TX 77002, not later than 5:00 p.m. Central Time on the 120th day, and not earlier than the 150th day, prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting (and in the case of the first annual meeting of stockholders), notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. Central Time on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
Accordingly, a stockholder nomination or proposal for theeither Company intended to be considered at the 2021 annual meeting2022 Annual Meeting must be received by the Secretary of the Company on or after September 27, 2020,October 6, 2021 and prior to 5:00 p.m. Central Time on October 27, 2020.November 5, 2021. However, under the rules of the SEC, if a stockholder wishes to submit a proposal for possible inclusion in the 20212022 proxy statement pursuant to Rule 14a-8(e) of the 1934 Act, the Company must receive it not less than 120 calendar days before the anniversary of the date the proxy statement was released to stockholders for the previous year’s annual meeting. Accordingly, a stockholder’s proposal under Rule 14a-8(e) must be received by the Company on or before October 27, 2020,November 1, 2021 in order to be included in the proxy statement and proxy card for the 2021 annual meeting.2022 Annual Meeting. All nominations and proposals must be in writing. There are additional requirements regarding proposals of stockholders. A stockholder contemplating submission of a proposal is referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of a proposal does not guarantee its inclusion in the Company’s proxy materials.
By Order of the Board of Directors of KYN and KMF,
Jarvis V. Hollingsworth
Secretary
August 26, 2020March 1, 2021
14
INVESTMENT OBJECTIVE AND INVESTMENT POLICIES
Note: Policies designated with an asterisk are proposed policies that stockholders are being asked to approve in this proxy statement.
*To provide a high after-tax total return with an emphasis on making cash distributions to stockholders.
Our investment objective is considered a fundamental policy and therefore may not be changed without the approval of the holders of a “majority of the outstanding” voting securities, as such term is defined under the 1940 Act. When used with respect to our voting securities, a “majority of the outstanding” voting securities means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy, or (ii) more than 50% of the shares, whichever is less.
Fundamental Investment Policies
Except as described below, we, as a fundamental policy, may not, without the approval of the holders of a majority of the outstanding voting securities:
Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments; provided, however, that this restriction does not prevent us from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
Purchase or sell commodities as defined in the Commodity Exchange Act, as amended, and the rules and regulations thereunder, unless acquired as a result of ownership of securities or other instruments; provided, however, that this restriction does not prevent us from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.
Borrow money or issue senior securities, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC.
Make loans to other persons except (a) through the lending of our portfolio securities, (b) through the purchase of debt obligations, loan participations and/or engaging in direct corporate loans in accordance with our investment objectives and policies, and (c) to the extent the entry into a repurchase agreement is deemed to be a loan. We may also make loans to other investment companies to the extent permitted by the 1940 Act or any exemptions therefrom which may be granted by the SEC.
Act as an underwriter except to the extent that, in connection with the disposition of portfolio securities, we may be deemed to be an underwriter under applicable securities laws.
*Concentrate our investments in a particular “industry,” as that term is used in the 1940 Act and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time; provided, however, that this concentration limitation does not apply to (a) our investments in the Energy Infrastructure Industry and (b) our investments in securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities.
15
On July 23, 2020, our Board of Directors approved a change in our name to Kayne Anderson Energy Infrastructure Fund, Inc. and revisions to our non-fundamental investment policies. These changes will be effective on or about September 28, 2020.
Non-Fundamental Investment Policies
Our non-fundamental investment policies may be changed by the Board of Directors without the approval of the holders of a “majority of the outstanding” voting securities, provided that the holders of such voting securities receive at least 60 days prior written notice of any change. Under normal market conditions:
We intend to invest at least 80% of our total assets in public and private securities of Energy Infrastructure Companies.
We intend to invest at least 50% of our total assets in publicly traded securities of Energy Infrastructure Companies.
We may invest up to 50% of our total assets in unregistered or otherwise restricted securities. The types of unregistered or otherwise restricted securities that we may purchase include common equity, preferred equity, convertible equity and other securities of other public and private companies.
We may invest up to 15% of our total assets in any single issuer.
We may invest up to 20% of our total assets in debt securities, including below investment grade debt securities rated, at the time of investment, at least B3 by Moody’s, B by Standard & Poor’s or Fitch, comparably rated by another rating agency or, if unrated, determined by Kayne Anderson to be of comparable quality. In addition, up to one-quarter of our permitted investments in debt securities (or up to 5% of our total assets) may be invested in unrated debt securities or debt securities that are rated less than B3/B of public or private companies.
We may, but are not required to, use derivative investments and engage in short sales to hedge against interest rate and market risks.
Our policy is to utilize our leverage instruments in an amount that represents approximately 25%-30% of our total assets (our “target leverage levels”), including proceeds from such leverage instruments. However, we reserve the right at any time, based on market conditions, (i) to reduce our target leverage levels or (ii) to use leverage instruments to the extent permitted by the 1940 Act.
Unless otherwise stated, all investment restrictions apply at the time of purchase and we will not be required to reduce a position due solely to market value fluctuations.
This glossary contains definitions of certain key terms, as they are used in our investment objective and policies. These definitions may not correspond to standard industry or sector definitions.
“Energy Infrastructure Companies” consists of (a) Midstream Energy Companies, (b) Renewable Infrastructure Companies and (c) Utility Companies.
“Energy Infrastructure Industry” consists of the companies that own and operate (a) Midstream Assets, (b) Renewable Infrastructure Assets and (c) Utility Assets.
16
“Master Limited Partnerships” or “MLPs” means limited partnerships and limited liability companies that are publicly traded and are treated as partnerships for federal income tax purposes.
“Midstream Assets” means assets used in energy logistics, including, but not limited to, assets used in transporting, storing, gathering, processing, fractionating, distributing, or marketing of natural gas, natural gas liquids, crude oil, refined products or water produced in conjunction with such activities.
“Midstream Energy Companies” means companies that primarily own and operate Midstream Assets. Such companies may be structured as Master Limited Partnerships or taxed as corporations. For purposes of this definition, this includes companies that (i) derive at least 50% of their revenue or operating income from operating Midstream Assets or providing services for the operation of such assets or (ii) have Midstream Assets that represent the majority of their assets.
“Renewable Infrastructure Assets” means assets used in the generation, production, distribution, transportation, transmission, storage and marketing of energy including, but not limited to, electricity or steam from renewable sources such as solar, wind, flowing water (hydroelectric power), geothermal, biomass and hydrogen.
“Renewable Infrastructure Companies” means companies that own and/or operate Renewable Infrastructure Assets. For purposes of this definition, this includes companies that (i) derive at least 50% of their revenues or operating income from operating Renewable Infrastructure Assets or providing services for the operation of such assets or (ii) have Renewable Infrastructure Assets that represent the majority of their assets.
“Utility Assets” means assets, other than Renewable Infrastructure Assets, that are used in the generation, production, distribution, transportation, transmission, storage and marketing of energy, including, but not limited to, electricity, natural gas and steam.
“Utility Companies” means companies that own and/or operate Utility Assets. For purposes of this definition, this includes companies that (i) derive at least 50% of their revenues or operating income from operating Utility Assets or providing services for the operation of such assets or (ii) have Utility Assets that represent the majority of their assets.
1732
Common
486606106
KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANYENERGY INFRASTRUCTURE FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL2021 ANNUAL MEETING OF STOCKHOLDERS — OCTOBER 22, 2020APRIL 8, 2021
The undersigned stockholder of Kayne Anderson MLP/Midstream Investment CompanyEnergy Infrastructure Fund, Inc. (“KYN”), a Maryland corporation, hereby appoints Terry A. Hart and Jody C. Meraz, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the virtual Special2021 Annual Meeting of Stockholders of KYN (the “Special“Annual Meeting”) to be held on October 22, 2020,April 8, 2021 at 8:10:00 a.m. Central Time and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such SpecialAnnual Meeting and otherwise to represent the undersigned at the SpecialAnnual Meeting with all powers possessed by the undersigned if personally present at the SpecialAnnual Meeting. The undersigned hereby acknowledges receipt of the Notice of the SpecialAnnual Meeting and the accompanying combined Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such SpecialAnnual Meeting.
If this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed below, or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “for” each of the proposals. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the Special Meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED POSTMARKED ENVELOPE.
▼ PLEASE DETACH AT PERFORATION BEFORE MAILING ▼
KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY
SPECIAL MEETING PROXY CARD
| ||||
| ||||
| ||||
| ||||
(continued from reverse side)
Common
486606106
PROXY
KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY
SPECIAL MEETING PROXY CARD
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BELOW OR, IF NO CHOICE IS INDICATED, WILL
BE VOTED “FOR” EACH PROPOSAL.
|
|
|
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The proxy statement and KYN’s most recent Semi-Annual and Annual Reports are available
on the internet at www.kaynefunds.com/proxyinformation.
Preferred
4866065#9 (privately held)
4866066#8 (privately held)
4866067#7 (privately held)
4866062*6 (privately held)
4866063*5 (privately held)
KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF STOCKHOLDERS — OCTOBER 22, 2020
The undersigned stockholder of Kayne Anderson MLP/Midstream Investment Company (“KYN”), a Maryland corporation, hereby appoints Terry A. Hart and Jody C. Meraz, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the virtual Special Meeting of Stockholders of KYN (the “Special Meeting”) to be held on October 22, 2020, at 8:00 a.m. Central Time and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such Special Meeting and otherwise to represent the undersigned at the Special Meeting with all powers possessed by the undersigned if personally present at the Special Meeting. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting and the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Special Meeting.
If this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “for” each of the proposals. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the Special Meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED POSTMARKED ENVELOPE.
▼ PLEASE DETACH AT PERFORATION BEFORE MAILING ▼
KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANYENERGY INFRASTRUCTURE FUND, INC.
SPECIALANNUAL MEETING PROXY CARD
AUTHORIZED SIGNATURES — THIS SECTION MUST BE COMPLETED | ||||
| Please sign exactly as your name appears. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another representative capacity, please indicate your full title under signature(s). | ||||
| Signature | Date | |||
Signature(s)(if held jointly): | Date | |||
(continued from reverse side)
PreferredCommon
4866065#9 (privately held)
4866066#8 (privately held)
4866067#7 (privately held)
4866062*6 (privately held)
4866063*5 (privately held)486606106
PROXY
KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANYENERGY INFRASTRUCTURE FUND, INC.
SPECIALANNUAL MEETING PROXY CARD
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BELOW OR, IF NO CHOICE IS INDICATED, WILL
BE VOTED “FOR” EACH PROPOSAL.
| 1. |
|
| NOMINEE | FOR | AGAINST | ABSTAIN | |||||
| MICHAEL J. LEVITT | ☐ | ☐ | ☐ | |||||
| 2. | THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS KYN’S |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
If a quorum is not present in person or by proxy at the Annual Meeting, the chairman of the Annual Meeting may adjourn the meeting to a date not more than 120 days after the original Record Date without notice other than announcement at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The combined proxy statement and KYN’s most recent Annual Report are available
on the internet at www.kaynefunds.com/proxyinformation.
Preferred
4866066*2 (privately held)
4866067*1 (privately held)
4866068*0 (privately held)
4866062@4 (privately held)
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE 2021 ANNUAL MEETING OF STOCKHOLDERS — APRIL 8, 2021
The undersigned stockholder of Kayne Anderson Energy Infrastructure Fund, Inc. (“KYN”), a Maryland corporation, hereby appoints Terry A. Hart and Jody C. Meraz, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the virtual 2021 Annual Meeting of Stockholders of KYN (the “Annual Meeting”) to be held on April 8, 2021 at 10:00 a.m. Central Time and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such Annual Meeting and otherwise to represent the undersigned at the Annual Meeting with all powers possessed by the undersigned if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying combined Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting.
If this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed below, or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “for” each of the proposals. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED POSTMARKED ENVELOPE.
▼ PLEASE DETACH AT PERFORATION BEFORE MAILING ▼
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
ANNUAL MEETING PROXY CARD
AUTHORIZED SIGNATURES — THIS SECTION MUST BE COMPLETED | ||||
| Please sign exactly as your name appears. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another representative capacity, please indicate your full title under signature(s). | ||||
| Signature | Date | |||
Signature(s)(if held jointly): | Date | |||
(continued from reverse side)
Preferred
4866066*2 (privately held)
4866067*1 (privately held)
4866068*0 (privately held)
4866062@4 (privately held)
PROXY
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
ANNUAL MEETING PROXY CARD
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BELOW OR, IF NO CHOICE IS INDICATED, WILL
BE VOTED “FOR” EACH PROPOSAL.
| 1. | THE ELECTION OF TWO DIRECTORS EACH FOR A TERM OF THREE YEARS AND UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED. |
| NOMINEE | FOR | AGAINST | ABSTAIN | |||||
| MICHAEL J. LEVITT | ☐ | ☐ | ☐ | |||||
| WILLIAM H. SHEA, Jr. | ☐ | ☐ | ☐ | |||||
| 2. |
|
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
If a quorum is not present in person or by proxy at the Annual Meeting, the chairman of the Annual Meeting may adjourn the meeting to a date not more than 120 days after the original Record Date without notice other than announcement at the Annual Meeting.
|
Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting:
The combined proxy statement and KYN’s most recent Semi-Annual and Annual ReportsReport are available
on the internet at www.kaynefunds.com/proxyinformation.
Common
48661E108
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE 2021 ANNUAL MEETING OF STOCKHOLDERS — APRIL 8, 2021
The undersigned stockholder of Kayne Anderson NextGen Energy & Infrastructure, Inc. (“KMF”), a Maryland corporation, hereby appoints Terry A. Hart and Jody C. Meraz, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the virtual 2021 Annual Meeting of Stockholders of KMF (the “Annual Meeting”) to be held on April 8, 2021 at 10:00 a.m. Central Time and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such Annual Meeting and otherwise to represent the undersigned at the Annual Meeting with all powers possessed by the undersigned if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying combined Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting.
If this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed below, or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “for” each of the proposals. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED POSTMARKED ENVELOPE.
▼ PLEASE DETACH AT PERFORATION BEFORE MAILING ▼
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
ANNUAL MEETING PROXY CARD
AUTHORIZED SIGNATURES — THIS SECTION MUST BE COMPLETED | ||||
| Please sign exactly as your name appears. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another representative capacity, please indicate your full title under signature(s). | ||||
| Signature | Date | |||
Signature(s)(if held jointly) | Date | |||
(continued from reverse side)
Common
48661E108
PROXY
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
ANNUAL MEETING PROXY CARD
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BELOW OR, IF NO CHOICE IS INDICATED, WILL
BE VOTED “FOR” EACH PROPOSAL.
| 1. | THE ELECTION OF ONE DIRECTOR FOR A TERM OF THREE YEARS AND UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED. |
| NOMINEE | FOR | AGAINST | ABSTAIN | |||||
| MICHAEL J. LEVITT | ☐ | ☐ | ☐ | |||||
| 2. | THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS KMF’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2021. |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
If a quorum is not present in person or by proxy at the Annual Meeting, the chairman of the Annual Meeting may adjourn the meeting to a date not more than 120 days after the original Record Date without notice other than announcement at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The combined proxy statement and KMF’s most recent Annual Report are available
on the internet at www.kaynefunds.com/proxyinformation.
Preferred
48661E8*2 – (privately held)
48661E2#4 – (privately held)
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE 2021 ANNUAL MEETING OF STOCKHOLDERS — APRIL 8, 2021
The undersigned stockholder of Kayne Anderson NextGen Energy & Infrastructure, Inc. (“KMF”), a Maryland corporation, hereby appoints Terry A. Hart and Jody C. Meraz, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the virtual 2021 Annual Meeting of Stockholders of KMF (the “Annual Meeting”) to be held on April 8, 2021 at 10:00 a.m. Central Time and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such Annual Meeting and otherwise to represent the undersigned at the Annual Meeting with all powers possessed by the undersigned if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying combined Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting.
If this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed below, or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “for” each of the proposals. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED POSTMARKED ENVELOPE.
▼ PLEASE DETACH AT PERFORATION BEFORE MAILING ▼
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
ANNUAL MEETING PROXY CARD
AUTHORIZED SIGNATURES — THIS SECTION MUST BE COMPLETED | ||||
| Please sign exactly as your name appears. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another representative capacity, please indicate your full title under signature(s). | ||||
| Signature | Date | |||
Signature(s)(if held jointly): | Date | |||
(continued from reverse side)
Preferred
48661E8*2 – (privately held)
48661E2#4 – (privately held)
PROXY
KAYNE ANDERSON NEXTGEN ENERGY & INFRASTRUCTURE, INC.
ANNUAL MEETING PROXY CARD
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BELOW OR, IF NO CHOICE IS INDICATED, WILL
BE VOTED “FOR” EACH PROPOSAL.
| 1. | THE ELECTION OF TWO DIRECTORS EACH FOR A TERM OF THREE YEARS AND UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED. |
| NOMINEE | FOR | AGAINST | ABSTAIN | |||||
| MICHAEL J. LEVITT | ☐ | ☐ | ☐ | |||||
| WILLIAM H. SHEA, Jr. | ☐ | ☐ | ☐ | |||||
| 2. | THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS KMF’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2021. |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
If a quorum is not present in person or by proxy at the Annual Meeting, the chairman of the Annual Meeting may adjourn the meeting to a date not more than 120 days after the original Record Date without notice other than announcement at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The combined proxy statement and KMF’s most recent Annual Report are available
on the internet at www.kaynefunds.com/proxyinformation.