KAYNE ANDERSON MLP INVESTMENT COMPANY [ ] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT FOR COMMON STOCKUnderwriting Agreement • March 23rd, 2007 • 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 (“KACALP”) address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named on Schedule I hereto (herein collectively called the “Underwriters”). The Company proposes to sell to the Underwriters [ ] shares of Common Stock, par value $0.001 per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Unless otherwise stated,
KAYNE ANDERSON MLP INVESTMENT COMPANY Amended and Restated Investment Management AgreementInvestment Management Agreement • March 23rd, 2007 • Kayne Anderson MLP Investment CO • Maryland
THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 12th day of December, 2006, 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”).
FORM OF AUCTION AGENCY AGREEMENT KAYNE ANDERSON MLP INVESTMENT COMPANY AUCTION AGENCY AGREEMENT dated as of [ ], 20___ relating to the SERIES ___AUCTION RATE PREFERRED STOCK [AUCTION AGENT] as Auction AgentAuction Agency Agreement • March 23rd, 2007 • Kayne Anderson MLP Investment CO • New York
This Auction Agency Agreement (this “Agreement”), dated as of [___], 20___, is between Kayne Anderson MLP Investment Company (the “Company”) and [Auction Agent].
AUCTION RATE SENIOR NOTES $ SERIES __, DUE , ($25,000 DENOMINATIONS) KAYNE ANDERSON MLP INVESTMENT COMPANY FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2007 • Kayne Anderson MLP Investment CO • New York
Kayne Anderson MLP Investment Company, a Maryland corporation (the “Company”), proposes to, subject to the terms and conditions stated herein, issue and sell to the Underwriters named in Schedule I hereto (each an “Underwriter” and, together the “Underwriters”) for whom you are acting as representatives (the “Representatives”) $ aggregate principal amount of auction rate senior notes Series ___, due , (the “Series ___Notes”). The Series ___Notes will be issued pursuant to the provisions of an indenture (the “Base Indenture”) dated as of March 28, 2005 between the Company and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”), the first supplemental indenture between the Company and the Trustee dated as of March 28, 2005 (the “First Supplemental Indenture”), the second supplemental indenture between the Company and the Trustee, dated as of December 14, 2005, and a third supplemental indenture between the Company and the Trustee, to be da
FORM OF BROKER-DEALER AGREEMENTBroker-Dealer Agreement • March 23rd, 2007 • Kayne Anderson MLP Investment CO • New York
We are a Broker-Dealer for ___(the [“Purchaser"]/[“Seller"]), which [purchased]/[sold] ___ARP Shares of ___in the Auction held on ___from the [purchaser]/[seller] of such ARP Shares.
KAYNE ANDERSON MLP INVESTMENT COMPANY AUCTION AGENCY AGREEMENT dated as of [ ], 20 relating to the AUCTION RATE SENIOR NOTES [$ ] SERIES , DUE [ ], 20 [Auction Agent] as Auction AgentAuction Agency Agreement • March 23rd, 2007 • Kayne Anderson MLP Investment CO • New York
This Auction Agency Agreement (this “Agreement”), dated as of ___, 20___, is between Kayne Anderson MLP Investment Company (the “Company”), [Auction Agent], and [Paying Agent]
FORM OF BROKER-DEALER AGREEMENTBroker-Dealer Agreement • March 23rd, 2007 • Kayne Anderson MLP Investment CO • New York
We are a Broker-Dealer for (the [“Purchaser”]/[“Seller”]), which [purchased]/[sold] Series ___Notes of in the Auction held on from the [purchaser]/[seller] of such Series ___Notes.
ASSIGNMENT OF INVESTMENT MANAGEMENT AGREEMENTAssignment of Investment Management Agreement • March 23rd, 2007 • Kayne Anderson MLP Investment CO
WHEREAS, an assignment of the Investment Management Agreement (the “Investment Management Agreement”), dated as of December 12, 2006, between Kayne Anderson MLP Investment Company (the “Company”) and Kayne Anderson Capital Advisors, L.P., from Kayne Anderson Capital Advisors, L.P., as assignor, to KA Fund Advisors, LLC, as assignee, does not constitute an assignment within the meaning of the Investment Company Act of 1940, as amended (the “Act”), because it does not result from a change of actual control or management of the investment advisor to the Company and therefore, pursuant to Rule 2a-6 of the Act, does not constitute an assignment for purposes of Section 15(a)(4) of the Act.
KAYNE ANDERSON MLP INVESTMENT COMPANY Auction Rate Preferred Stock ___Shares, Series ___ (Liquidation Preference $25,000 Per Share) FORM OF UNDERWRITING AGREEMENT FOR PREFERRED STOCKUnderwriting Agreement • March 23rd, 2007 • 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 (“KACALP”), address you as underwriters (the “Underwriters”). The Company proposes to sell to the Underwriters an aggregate of shares of its Series ___Auction Rate Preferred Stock (collectively, the “Preferred Stock”), par value $0.001 per share, with a liquidation preference of $25,000 per share (the shares of Preferred Stock to be sold hereby and referred to herein, collectively, as the “Securities”). The Securities will be authorized by, and subject to the terms and conditions of, the Articles Supplementary in substantially the form filed as an exhibit to the registration statement referred to in Section 1 of this Agreement. Unless otherwise stated, the term “you” as used herein means each of [ ] and [ ]. Certain terms used herein are def
