Pre-Effective Amendment to Registration Statement of a Closed-End Investment Company — Form N-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-2/A Form N-2, Amendment No. 5 HTML 59K
2: EX-99.1 Miscellaneous Exhibit 2 13K
3: EX-99.2 Miscellaneous Exhibit 6 22K
4: EX-99.3 Miscellaneous Exhibit 2 11K
5: EX-99.4 Miscellaneous Exhibit 9 36K
6: EX-99.5 Miscellaneous Exhibit 3 13K
7: EX-99.6 Miscellaneous Exhibit 14 41K
EX-99.3 — Miscellaneous Exhibit
| EX-99.3 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 3
FORM OF CERTIFICATE OF APPOINTMENT OF
AMERICAN STOCK TRANSFER & TRUST COMPANY as
TRANSFER AGENT and REGISTRAR by Kayne Anderson MLP Investment Company, a
Maryland corporation
I, the undersigned, Secretary of the above named Corporation, DO HEREBY CERTIFY
that:
1. The following resolution was duly adopted by the Board of Directors of the
Corporation at a meeting thereof duly called and held on _________________,
2004, at which a quorum was present, the resolution has not been rescinded, and
it is still in full force and effect:
WHEREAS, the Corporation is authorized to issue, and it has issued the following
capital stock:
[Download Table]
Number of Shares Number of Shares
Class Par Value Authorized Issued
----- --------- ---------------- ----------------
----- --------- ---------------- ----------------
----- --------- ---------------- ----------------
The address of the Corporation to which Notices may be sent is:
1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067.
NOW, THEREFORE, IT IS RESOLVED that American Stock Transfer & Trust Company
("AST") is hereby appointed transfer agent and registrar for all said authorized
shares of the Corporation, in accordance with the general practices of AST and
its regulations set forth in the pamphlet submitted to this meeting entitled
"Regulations of the American Stock Transfer & Trust Company" (the
"Regulations").
2. The following are the duly appointed and qualified officers of the
Corporation, holding the respective offices set opposite their names, and the
signatures set opposite their names are their genuine signatures:
NAME, TITLE, SIGNATURE
Kevin McCarthy, Chairman
Ralph Walter, Treasurer
David J. Shladovsky, Secretary
J.C. Frey, Assistant Secretary
3. The name and address of legal counsel of the Corporation is:
Paul, Hastings, Janofsky & Walker LLP
55 Second Street, 24th Floor
San Francisco, California 94105
Attn: David A. Hearth
SF/337989.1
4. Attached is a specimen stock certificate for each denomination of capital
stock for which AST has been authorized to act as transfer agent and registrar.
5. Attached is a true copy of the articles of incorporation, as amended, of
the Corporation.
6. Attached is a true copy of the by-laws, as amended, of the Corporation.
7. If any provision of the certificate of incorporation or by-laws of the
Corporation, any court or administrative order, or any other document, affects
any transfer agency or registrar function or responsibility relating to the
shares, attached is a statement of each such provision.
8. All certificates representing Shares which were not issued pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
bear a legend in substantially the following form:
The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"). The shares may not be sold,
transferred or assigned in the absence of an effective registration for these
shares under the Act or an opinion of the Corporation's counsel that
registration is not required under the Act.
All Shares not so registered were issued or transferred in a transaction
or series of transactions exempt from the registration provisions of the Act,
and in each such issuance or transfer, the Corporation was so advised by its
legal counsel.
9. If any class of the Corporation's securities are registered under the
Securities Exchange Act of 1934, as amended, the most recent Form 10-K, proxy
statement and annual report to stockholders of the Corporation are attached.
10. The initial term of AST's appointment hereunder shall be three years from
the date hereof and the appointment shall automatically be renewed for further
three year successive periods unless terminated by either party by written
notice to the other given not less than ninety (90) days before the end of the
initial or any subsequent three year period or as otherwise provided in the
Regulations. The term of this appointment shall be governed in accordance with
this paragraph, notwithstanding the cessation of active trading in the capital
stock of the Company. On termination of the appointment for any reason, AST
shall be entitled to retain all transfer records and related documents until all
amounts owing to AST have been paid in full.
11. The Corporation will advise AST promptly of any change in any information
contained in, or attached to, this Certificate by a supplemental Certificate or
otherwise in writing.
WITNESS my hand and seal of the Corporation this ______ day of __________, 2004.
_______________________
Secretary
SF/337989.1
8 Subsequent Filings that Reference this Filing
↑Top
Filing Submission 0000950129-04-007334 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., May 15, 2:05:23.2pm ET 