KAYNE ANDERSON MLP INVESTMENT COMPANY Amended and Restated Investment Management AgreementInvestment Management Agreement • November 6th, 2013 • 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”).
KAYNE ANDERSON MLP INVESTMENT COMPANY (a Maryland corporation) Floating Rate Senior Notes $175,000,000, Due August 19, 2016 ($100,000 Denominations) PURCHASE AGREEMENTPurchase Agreement • November 6th, 2013 • Kayne Anderson MLP Investment CO • New York
The Securities will be issued pursuant to the provisions of the Indenture of Trust (the “Base Indenture”), dated as of August 22, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), the First Supplemental Indenture of Trust, between the Company and the Trustee dated as of August 22, 2013 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).
KAYNE ANDERSON MLP INVESTMENT COMPANY $175,000,000 Floating Rate Senior Notes due 2016 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2013 • Kayne Anderson MLP Investment CO • New York
Kayne Anderson MLP Investment Company, a Maryland corporation (the “Company”), proposes to issue and sell to UBS Securities LLC, as the initial purchaser (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated August 15, 2013 (the “Purchase Agreement”), by and among the Company, KA Fund Advisors, LLC, Kayne Anderson Capital Advisors, L.P. and the Initial Purchaser, $175,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2016 (the “Securities”) relating to the initial placement of the Securities (the “Initial Placement”). To satisfy a condition to the obligations of the Initial Purchaser under the Purchase Agreement, the Company agrees with the Initial Purchaser for the benefit of the holders (including the Initial Purchaser) from time to time of the Securities, each a “Holder” and, together, the “Holders”, and the New Securities (as defined herein), as follows:
KAYNE ANDERSON MLP INVESTMENT COMPANY, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE OF TRUST DATED AS OF AUGUST 22, 2013Indenture of Trust • November 6th, 2013 • Kayne Anderson MLP Investment CO • New York
THIS INDENTURE OF TRUST, dated as of August 22, 2013 (the “Indenture”), by and between KAYNE ANDERSON MLP INVESTMENT COMPANY, a Maryland corporation (the “Issuer”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
FORM OF CUSTODY AGREEMENTCustody Agreement • November 6th, 2013 • Kayne Anderson MLP Investment CO • New York
AGREEMENT, dated as of , 2004 by and between KAYNE ANDERSON MLP INVESTMENT COMPANY, a non-diversified closed-end registered management investment company organized and existing under the laws of the State of Maryland (the “Company”), and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the “Custodian”).
KA FUND ADVISORS, LLCWaiver of Certain Fees • November 6th, 2013 • Kayne Anderson MLP Investment CO
This letter agreement (this “Agreement”) is entered into by and between Kayne Anderson MLP Investment Company, a Maryland corporation (the “Company”), and KA Fund Advisors, LLC, a Delaware limited liability company and the investment adviser to the Company (“KAFA”), effective as of October 1, 2012. This Agreement is intended to memorialize the waiver of certain fees KAFA is otherwise entitled to receive pursuant to that certain Amended and Restated Investment Management Agreement, dated as of December 12, 2006, by and between the Company and KAFA, as amended from time to time (the “IMA”).
KAYNE ANDERSON MLP INVESTMENT COMPANY Amendment to Amended and Restated Investment Management AgreementInvestment Management Agreement • November 6th, 2013 • 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”).
ASSIGNMENT OF INVESTMENT MANAGEMENT AGREEMENTAssignment of Investment Management Agreement • November 6th, 2013 • 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.
FIRST SUPPLEMENTAL INDENTURE OF TRUSTFirst Supplemental Indenture of Trust • November 6th, 2013 • Kayne Anderson MLP Investment CO
THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (this “First Supplemental Indenture”), dated as of August 22, 2013, is by and between KAYNE ANDERSON MLP INVESTMENT COMPANY, a Maryland corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and operating under the laws of the United States of America (together with its successors, the “Trustee”), as trustee hereunder (all capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in Article I hereof);
NEITHER THIS SECURITY NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN REGISTERED UNDER THE SECURITIES ACT. EACH HOLDER HEREOF (“HOLDER”), AND EACH OWNER OF A BENEFICIAL INTEREST HEREIN BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF KAYNE ANDERSON...Securities Agreement • November 6th, 2013 • Kayne Anderson MLP Investment CO • New York
THIS NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
