0001193125-12-372081 Sample Contracts

KAYNE ANDERSON MLP INVESTMENT COMPANY (a Maryland corporation) [—] Shares of Series [—] Mandatory Redeemable Preferred Shares (Liquidation Preference $[—] Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • August 28th, 2012 • Kayne Anderson MLP Investment CO • New York

The undersigned, Kayne Anderson MLP Investment Company, a Maryland corporation (the “Company”), KA Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Kayne Anderson Capital Advisors, L.P., a California limited partnership, parent of the Adviser (“KACALP”) (solely with respect to Section 2(b), Section 2(e), Section 7(k), Section 9 and Section 12 hereof), address you as the underwriters as named on Schedule I hereto (the “Underwriters”). The Company proposes to sell to the Underwriters an aggregate of [—] shares of Series [—] Mandatory Redeemable Preferred Shares of the Company, par value $0.001 per share, with a liquidation preference of $[—] per share, which have a term of [—] years and an applicable rate of [—] (the “Preferred Stock”) (said shares to be issued and sold by the Company being hereinafter called the “Securities”). The Securities will be authorized by, and subject to the terms and conditions of, the Articles Supplementary of the Series [—] Mandat

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KAYNE ANDERSON MLP INVESTMENT COMPANY Amendment to Amended and Restated Investment Management Agreement
Investment Management Agreement • August 28th, 2012 • Kayne Anderson MLP Investment CO • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (the “Amendment”) is made as of June 13, 2012 by and between KAYNE ANDERSON MLP INVESTMENT COMPANY, Maryland corporation (the “Company”) and KA FUND ADVISORS, LLC, a Delaware limited liability company (the “Manager”).

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