AUCTION AGENCY AGREEMENT

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

     The Company proposes to offer [$            ] aggregate principal amount of auction rate senior notes, Series ___(the Series ___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 ___, 200___(the [___] Supplemental Indenture).

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

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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 Series ___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 Series ___Notes, the registered holder of Series ___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.

          (c) The words hereof, herein, hereto and other words of similar import refer to this Agreement as a whole.

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