AUCTION AGENCY AGREEMENT

     This Auction Agency Agreement (this Agreement), dated as of [___], 20___, is between Kayne Anderson MLP Investment Company (the Company) and [Auction Agent].

     The Company proposes to issue an aggregate amount of [___] shares of its Series ___Auction Rate Preferred Stock, $0.001 par value per share, liquidation preference of $[___] per share (the ARP Shares), authorized by, and subject to the terms and conditions of, the Companys charter, including the Articles Supplementary for the Series ___Auction Rate Preferred Stock (the Charter).

     The Company desires that [Auction Agent], a [___], perform certain duties as agent in connection with each Auction of ARP Shares (in such capacity, the Auction Agent), and as the transfer agent, registrar, dividend paying agent and redemption agent with respect to the ARP Shares (in such capacity, the Paying Agent), upon the terms and conditions set forth in this Agreement, and the Company hereby appoints [Auction Agent] as said Auction Agent and Paying 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 Statement.

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

     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 ARP Shares 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 Part II of the Statement.

          (d) Authorized Officer shall mean each Vice President, Assistant Vice President and Assistant Treasurer of the Auction Agent assigned to the Dealing & 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 ARP Shares.

          (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 ARP Shares, the registered holder of ARP Shares as the same appears on the share ledger or share records of the Company.

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

          (j) Statement shall mean the Articles Supplementary for the Series ___Auction Rate Preferred Stock of the Company in effect at the time the Registration Statement relating to the ARP Shares is declared effective by the Securities and Exchange Commission, specifying the powers, preferences and rights of the ARP Shares, or such later time as the final prospectus supplement to the Registration statement relating to the offering of the Series ___Auction Rate Preferred Stock is filed with the Securities and Exchange Commission.

          (k) 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: