Preview | Auction Agency Agreement |

AUCTION RATE SENIOR NOTES
$______ SERIES A, DUE __________
$______ SERIES B, DUE __________
$______ SERIES C, DUE __________

AUCTION AGENCY AGREEMENT

This Auction Agency Agreement (this Agreement), dated as of March [___], 2005, is between Kayne Anderson MLP Investment Company (the Company), The Bank of New York, and The Bank of New York Trust Company, N.A.

The Company proposes to offer $___, $___and $___aggregate principal amount of auction rate senior notes Series A, Series B and Series C (collectively, the Kayne Notes), authorized by, and subject to the terms and conditions of, the Supplemental Indenture of Trust by and between the Company and The Bank of New York Trust Company, N.A., a national banking association, in its capacity as trustee (the Trustee) dated [___], 2005 (the Supplemental Indenture).

The Company desires that The Bank of New York, a New York banking corporation, perform certain duties as agent in connection with each Auction of Kayne Notes (in such capacity, the Auction Agent), upon the terms and conditions set forth in this Agreement, and the Company hereby appoints The Bank of New York as said Auction Agent in accordance with those terms and conditions. The Company desires that The Bank of New York Trust Company, N.A., a national banking association, perform certain duties as the transfer agent, registrar, paying agent and redemption agent with respect to the Kayne Notes (in such capacity, the Paying Agent), upon the terms and conditions set forth in this Agreement, and the Company hereby appoints The Bank of New York Trust Company, N.A. as said Auction Agent in accordance with those terms and conditions.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Company and the Auction Agent agree as follows:

I. DEFINITIONS AND RULES OF CONSTRUCTION.

1.1 Terms Defined by Reference to the Supplemental Indenture.

Capitalized terms used herein but not defined herein shall have the respective meanings specified in the Supplemental Indenture.

1.2 Certain Defined Terms.

As used herein and in the Settlement Procedures, the following terms shall have the following meanings, unless the context otherwise requires:

(a) Agent Member shall mean a member of, or participant in, the Securities Depository that will act on behalf of a Beneficial Owner of one or more Kayne Notes or on behalf of a Potential Beneficial Owner.

(b) Auction shall have the meaning specified in Section 2.1 hereof.

(c) Auction Procedures shall mean the procedures as from time to time in effect for conducting Auctions that are set forth in Appendix A of the Supplemental Indenture.

(d) Authorized Officer shall mean each Vice President, Assistant Vice President and Assistant Treasurer of the Auction Agent assigned to the Dealing and Trading Group of its Corporate Trust Division and every other officer or employee of the Auction

Agent designated as an Authorized Officer for purposes hereof in a written communication delivered to the Company.

(e) Broker-Dealer Agreement shall mean each agreement between the Auction Agent and a broker-dealer substantially in the form attached hereto as Exhibit A.

(f) Closing shall mean the date the Company consummates the transactions for the issuance and sale of the Kayne Notes.

(g) Company Officer shall mean the President, each Vice President (whether or not designated by a number or word or words added before or after the title Vice President), the Secretary, the Treasurer, each Assistant Secretary and each Assistant Treasurer of the Company and every other officer or employee of the Company designated as a Company Officer for purposes hereof in a notice from the Company to the Auction Agent.

(h) Holder means, with respect to Kayne Notes, the registered holder of Kayne Notes as the same appears on the records of the Company.

(i) Rate Multiple shall have the meaning assigned to it in Section 2.8.

(j) Settlement Procedures shall mean the Settlement Procedures attached as Exhibit A to the Broker-Dealer Agreement.

1.3 Rules of Construction.

Unless the context or use indicates another or different meaning or intent, the following rules shall apply to the construction of this Agreement:

(a) Words importing the singular number shall include the plural number and vice versa.

(b) The captions and headings herein are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.

(d) All references herein to a particular time of day shall be to New York City time.

II. THE AUCTION.

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