KAYNE ANDERSON MLP INVESTMENT COMPANY



                         INVESTMENT MANAGEMENT AGREEMENT





            THIS INVESTMENT MANAGEMENT AGREEMENT (this "Agreement") is made as

of the [__] day of [______], 2004, by and between Kayne Anderson MLP Investment

Company, a Maryland corporation (hereinafter called the "Company"), and Kayne

Anderson Capital Advisors, L.P., a California limited partnership (hereinafter

called the "Manager").



                                   WITNESSETH:



            WHEREAS, the Company is a non-diversified, closed-end management

investment company, registered as such under the Investment Company Act of 1940,

as amended (the "1940 Act"); and



            WHEREAS, the Manager is registered as an investment adviser under

the Investment Advisers Act of 1940, as amended, and is engaged in the business

of supplying investment advice, investment management and administrative

services, as an independent contractor; and



            WHEREAS, the Company desires to retain the Manager to render advice

and services to the Company pursuant to the terms and provisions of this

Agreement, and the Manager is interested in furnishing said advice and services;

and



            NOW, THEREFORE, in consideration of the covenants and the mutual

promises hereinafter set forth, the parties hereto, intending to be legally

bound hereby, mutually agree as follows:



            1. Appointment of Manager. The Company hereby employs the Manager

and the Manager hereby accepts such employment, to render investment advice and

management services with respect to the assets of the Company for the period and

on the terms set forth in this Agreement, subject to the supervision and

direction of the Company's Board of Directors ("the Board").



            2. Duties of Manager.



                  (a) General Duties. The Manager shall act as investment

manager to the Company and shall supervise investments of the Company in

accordance with the investment objectives, programs and restrictions of the

Company as provided in the Company's governing documents, including, without

limitation, the Company's Charter and Bylaws, or otherwise and such other

limitations as the Board may impose from time to time in writing to the Manager.

Without limiting the generality of the foregoing, the Manager shall: (i) furnish

the Company with advice and recommendations with respect to the investment of

the Company's assets and the purchase and sale of portfolio securities for the

Company, including the taking of such other steps as may be necessary to

implement such advice and recommendations; (ii) furnish the Company with

reports, statements and other data on securities, economic conditions and other

pertinent subjects which the Board may reasonably request; (iii) manage the

investments of the Company, subject to the ultimate supervision and direction of

the Board; (iv) provide persons satisfactory to the Board to act as officers and

employees of the Company (such officers and employees, as well as certain

directors, may be directors, officers, partners, or employees of the





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Manager or its affiliates); and (v) render to the Board such periodic and

special reports with respect to the Company's investment activities as the Board

may reasonably request.



                  (b) Brokerage. The Manager shall place orders for the purchase

and sale of securities either directly with the issuer or with a broker or

dealer selected by the Manager. In placing the Company's securities trades, it

is recognized that the Manager will give primary consideration to securing the

most favorable price and efficient execution, so that the Company's total cost

or proceeds in each transaction will be the most favorable under all the

circumstances. Within the framework of this policy, the Manager may consider the

financial responsibility, research and investment information, and other

services provided by brokers or dealers who may effect or be a party to any such

transaction or other transactions to which other clients of the Manager may be a

party.



            It is also understood that it is desirable for the Company that the

Manager have access to investment and market research and securities and

economic analyses provided by brokers and others. It is also understood that

brokers providing such services may execute brokerage transactions at a higher

cost to the Company than might result from the allocation of brokerage to other

brokers on the basis of seeking the most favorable price and efficient

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