EXHIBIT 1

KAYNE ANDERSON MLP INVESTMENT COMPANY
Form of Automatic Dividend Reinvestment Plan

Kayne Anderson MLP Investment Company, a Maryland corporation (the "Corporation"), hereby adopts the following plan (the "Plan") with respect to distributions declared by its Board of Directors (the "Board") on shares of its Common Stock:

1. Unless a stockholder specifically elects to receive cash as set forth below, all distributions hereafter declared by the Board shall be payable in shares of the Common Stock of the Corporation, and no action shall be required on such stockholder's part to receive a distribution in stock.

2. Such distributions shall be payable on such date or dates as may be fixed from time to time by the Board to stockholders of record at the close of business on the record date(s) established by the Board for the distribution involved.

3. The Corporation may use newly-issued shares of its Common Stock or purchase shares in the open market in connection with the implementation of the plan. The number of shares to be issued to a stockholder shall be determined as follows:

(a) If the Corporation's Common Stock is trading at or above net asset value at the time of valuation, the Corporation will issue new shares at a price equal to the greater of (i) the Corporation's Common Stock's net asset value on that date or (ii) 95% of the market price of the Corporation's Common Stock on that date; (b) If the Corporation's Common Stock is trading below net asset value at the time of valuation, the Plan Administrator will receive the dividend or distribution in cash and will purchase Common Stock in the open market, on the New York Stock Exchange or elsewhere, for the Participants' accounts.

4. A stockholder may, however, elect to receive his or its distributions in cash. To exercise this option, such stockholder shall notify American Stock Transfer & Trust Company, the plan administrator and the Corporation's transfer agent and registrar (collectively the "Plan Administrator"), in writing so that such notice is received by the Plan Administrator no later than the record date fixed by the Board for the distribution involved.

5. The Plan Administrator will set up an account for shares acquired pursuant to the Plan for each stockholder who has not so elected to receive dividends and distributions in cash (each, a "Participant"). The Plan Administrator may hold each Participant's shares, together with the shares of other Participants, in non-certificated form in the Plan Administrator's name or that of its nominee. Upon request by a Participant, received in writing no later than 10 days prior to the record date, the Plan Administrator will, instead of crediting shares to and/or carrying shares in a Participant's account, issue, without charge to the Participant, a certificate registered in the Participant's name for the number of whole shares payable to the Participant and a check for any fractional share.

6. The Plan Administrator will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than 10 business days after the date thereof. Although each Participant may from time to time have an undivided fractional interest (computed to three decimal places) in a share of Common Stock of the Corporation, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to each Participant's account. In the event of termination of a Participant's account under the Plan, the Plan Administrator will adjust for any such undivided fractional interest in cash at the market value of the Corporation's shares at the time of termination.

7. The Plan Administrator will forward to each Participant any Corporation related proxy solicitation materials and each Corporation report or other communication to stockholders, and will vote any shares held by it under the Plan in accordance with the instructions set forth on proxies returned by Participants to the Corporation.

8. In the event that the Corporation makes available to its stockholders rights to purchase additional shares or other securities, the shares held by the Plan Administrator for each Participant under the Plan will be added to any other shares held by the Participant in certificated form in calculating the number of rights to be issued to the Participant.

9. The Plan Administrator's service fee, if any, and expenses for administering the Plan will be paid for by the Corporation.

10. Each Participant may terminate his or its account under the Plan by so notifying the Plan Administrator via the Plan Administrator's website at
[administrator's web address], by filling out the transaction request form located at the bottom of the Participant's Statement and sending it to Bear Stearns Funds Management, Inc. or by calling the Plan Administrator at
[administrator's telephone]. Such termination will be effective immediately if the Participant's notice is received by the Plan Administrator at least 2 days prior to any dividend or distribution record date; otherwise, such termination will be effective only with respect to any subsequent dividend or distribution. The Plan may be terminated by the Corporation upon notice in writing mailed to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Corporation. Upon any termination, the Plan Administrator will cause a certificate or certificates to be issued for the full shares held for the Participant under the Plan and a cash adjustment for any fractional share to be delivered to the Participant without charge to the Participant. If a Participant elects by his or its written notice to the Plan Administrator in advance of termination to have the Plan Administrator sell part or all of his or its shares and remit the proceeds to the Participant, the Plan Administrator is authorized to deduct a $__ transaction fee plus a $__ per share brokerage commission from the proceeds.

11. These terms and conditions may be amended or supplemented by the Corporation at any time but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives written notice of the termination of his or its account under the Plan. Any such amendment may include an appointment by the Plan Administrator in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Administrator under these terms and conditions. Upon any such appointment of any agent for the purpose of receiving dividends and distributions, the Corporation will be authorized to pay to such successor agent, for each Participant's account, all dividends and distributions payable on shares of the Corporation held in the Participant's name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.

12. The Plan Administrator will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under this Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Plan Administrator's negligence, bad faith, or willful misconduct or that of its employees or agents.

13. These terms and conditions shall be governed by the laws of the State of Maryland.

_____, 2004

EXHIBIT 2

ADMINISTRATION AGREEMENT

ADMINISTRATION AGREEMENT, made as of the September __, 2004 between Kayne Anderson MLP Investment Company, a Maryland corporation (the "Fund") and Bear Stearns Funds Management Inc., a Delaware corporation (the "Administrator").

W I T N E S S E T H:

WHEREAS, the Fund is a closed-end, non-diversified, management investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act") and

WHEREAS, the Fund has retained an investment adviser for the purpose of investing its assets in securities and desires to retain the Administrator for certain administrative services, and the Administrator is willing to furnish such administrative services on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto agree as follows:

1. Appointment. The Fund hereby appoints the Administrator to provide the services set forth below, subject to the overall supervision of the Board of Directors of the Fund (the "Board") for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such appointment and agrees during such period to render the services herein described and to assume the obligations herein set forth; for the compensation herein provided.

2. Description of Services. Subject to the supervision of the Board and the officers of the Fund, the Administrator shall provide office facilities and personnel to assist the officers of the Fund in the performance of the following services:

(a). Consult with the Fund's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of the Fund;

(b). Oversee the maintenance by the Fund's custodian of certain books and records of the Fund as required under the Investment Company Act and maintain (or oversee maintenance by such other persons as approved by the Board) such other books and records (other than those maintained by the investment adviser and other fund service providers) required by law or for the proper operation of the Fund;

(c). Review the appropriateness of and arrange for the payment of the Fund's expenses;

(d). Oversee and review calculations of fees paid to the Administrator, the Investment Adviser, the custodian, and any other service providers of the Fund as determined and recorded by the Fund's Accounting Agent;

(e). Prepare, maintain and disseminate total return performance calculations on at least a monthly basis;

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(f). Prepare for review and approval by officers of the Fund, financial information for the Fund's quarterly, semi-annual, annual and other periodic reports, proxy statements and other communications with shareholders required or otherwise to be sent to the Fund's shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders;

(g). Prepare for review by an officer of the Fund, the Fund's periodic financial reports required to be incorporated into and filed with the Securities and Exchange Commission ("SEC") on Form N-Q, Form N-CSR, Form N-SAR and Form N-2 and such other reports, forms or filings, as may be mutually agreed upon;

(h). Prepare the financial information for certain SEC filings (e.g., proxy statements), review such filings as prepared by the Fund's counsel in their entirety and provide comments to the Fund's management and other appropriate parties (e.g., legal counsel);

(i). Assist in the preparation and the filing of the Fund's federal, state and local income tax returns and any other required tax return;

(j). Prepare, distribute and file with the Internal Revenue Service, Form 1099-MISC for payments made to the Fund's directors, legal counsels and independent public accountants;

(k). Compute the amount of dividends and distributions to be paid by the Fund; ensure proper notification accompanying payment(s), if applicable, and year-end reporting of such dividends and distributions;

(l). Develop and implement procedures to assist the investment adviser in monitoring, on a periodic basis, compliance with regulatory requirements and the Fund's investment objectives, policies and restrictions as set forth in the Fund's prospectus and as amended by the Board and by the Fund's shareholders;

(m). Review implementation of any stock purchase or dividend reinvestment programs authorized by the Board;

(n). Review of dividend and distribution notifications sent to Fund shareholders;

(o). Assist the Fund in obtaining any required insurance;

(p). File with the SEC the fidelity bond and arrange for the preparation of a memorandum or other appropriate correspondence that outlines the terms and conditions of such policy;

(q). Prepare such financial information reports as may be required by any stock exchange or exchanges on which the Fund's shares are listed;

(r). Monitor any share repurchase program the Fund may engage in, including the timely reporting of such information to any stock exchange or exchanges on which the Fund's shares are listed;

(s). Review the notice and agenda for any regularly scheduled board meetings, audit committee

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meeting or other meetings of committees of the board, as drafted by fund counsel or other competent parties. Such notices and agendas will be subject to the approval of fund counsel prior to the distribution to the Board or any committee members thereof;

(t). Assist fund management and fund counsel in the coordination of the production and distribution of the board materials to the directors, officers and other directly-interested parties (e.g., legal counsel, independent public accountants) to and provide meeting facilities, if necessary;

(u). Review drafts of the minutes of meetings of the Board (including committees thereof) and shareholder meetings as prepared by fund counsel or other competent parties, incorporating comments and revisions received from fund management, fund counsel and other interested parities;

(v). Manage the process with respect to the shareholder meetings. Specifically, arrange for the solicitation of proxies (including engaging a proxy solicitor), overseeing the tabulation of votes, and providing the meeting facilities, if necessary;

(w). Gather news and market updates on the Fund;

(x). Respond to or refer to the Fund's officers or transfer agent, shareholder inquiries relating to the Fund;

(y). Prepare reports relating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise appropriately prepared by the Fund's investment adviser, custodian, legal counsel or independent public accountants;

(z). Make such reports and recommendations to the Board concerning the performance and fees of the Fund's other service providers as the Board may reasonably request or deem appropriate;

(aa). Provide communication and coordination services with regard to the Fund's investment adviser, transfer and disbursing agent, custodian and other service providers that render recordkeeping or shareholder communication services to the Fund; and

(bb). Provide such assistance to the investment adviser, the custodian and the Fund's legal counsel and auditors as generally may be required to properly carry on the business and operations of the Fund

All services are to be furnished through the medium of any directors, officers or employees of the Administrator, as the Administrator deems appropriate in order to fulfill its obligations hereunder.

Each party shall bear all its own expenses incurred in connection with this Agreement, except as noted below.

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3. Compensation. The Fund will pay the Administrator a monthly fee at the annual rate of 0.10% of the first $150 million; 0.08% on the next $100 million; and 0.07% or amounts over $250 million of it's average net assets based on the net asset value on the last day of each week and on which the New York Stock Exchange is open for business, subject to a minimum annual fee of $75,000 for each. In addition to the fee, the Fund would be required to reimburse to the Administrator all out-of-pocket expenses incurred by the Administrator for attendance at any meetings (outside of the New York metropolitan area) of the Board, or any committees of such Board, or at any other meetings or presentations for which the Administrator is required to attend.

4. Responsibility of Administrator. The Administrator assumes no responsibility under this Agreement other than to render the services called for hereunder, and specifically assumes no responsibilities for investment advice or the investment or reinvestment of the Fund's assets.

5. Indemnification. The Administrator shall not be liable to the Fund for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement, and the Fund shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security shareholders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect the Administrator against or entitle or be deemed to entitle the Administrator to indemnification in respect of any liability to the Fund or its security holders to which the Administrator would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or, by reason of its reckless disregard of its duties and obligations under this Agreement. The Administrator shall indemnify the Fund for damages resulting from the Administrator's willful misfeasance, bad faith or gross negligence in the performance of any of its duties or obligations under this Agreement. In no event shall the Administrator be liable for, or be obligated to indemnify the Fund for, special, indirect or consequential damages even if the Administrator has been advised of the possibility of such damages.

6. Duration and Termination. This Agreement shall become effective as of the date hereof and shall thereafter continue in effect unless terminated as herein provided. This Agreement may be terminated by either party hereto (without penalty) at any time by giving not less than 60 days' prior written notice to the other party hereto.

7. Services to Others. The services of the Administrator to the Fund hereunder are not exclusive and nothing in this Agreement shall limit or restrict the right of the Administrator to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. The Administrator shall be deemed to be an independent contractor, unless otherwise expressly provided or authorized by this Agreement.

8. References to the Administrator. During the term of this Agreement, the Fund agrees to furnish the Administrator at the principal office of the Administrator prior to use thereof all prospectuses, proxy statements, reports to shareholders, sales literature, or other material

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prepared for distribution to shareholders of the Fund or the public that refer in any way to the Administrator. If the Administrator reasonably objects in writing to such references within five business days (or such other time as may be mutually agreed) after receipt thereof, the Fund will modify such references in a manner reasonably satisfactory to the Administrator. In the event of termination of this Agreement, the Fund will continue to furnish to the Administrator copies of any of the above-mentioned materials that refer in any way to the Administrator and, as soon as practicable after such termination, shall eliminate all references to the Administrator in all written materials used thereafter. The Fund shall furnish or otherwise make available to the Administrator such other information relating to the business affairs of the Fund as the Administrator at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

9. Record Retention and Confidentiality. Bear Stearns Funds Management Inc. shall keep and maintain on behalf of the Fund all books and records which the Fund and Bear Stearns Funds Management Inc. is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder. Bear Stearns Funds Management Inc. further agrees that all such books and records shall be the property of the Fund and to make such books and records available for inspection by the Fund or by the SEC at reasonable times and otherwise to keep confidential all books and records and other information relative to the Fund and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process.

10. Amendments. This Agreement may be amended only by mutual written consent.

11. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Administrator at 383 Madison Avenue, 23rd floor, New York, New York 10179, Attention: Frank J. Maresca, President and Chief Executive Officer or (2) to the Fund at____________ , Attention:__________.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto solely with respect to the matters covered hereby and the relationship between the Fund and Bear Steams Funds Management Inc. as Administrator. Nothing in this Agreement shall govern, restrict or limit in any respect any other business dealings between the parties hereto unless otherwise expressly provided herein.

13. Governing, Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the Investment Company Act. In the case of any conflict the Investment Company Act shall control.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

ATTEST:                                    KAYNE ANDERSON MLP INVESTMENT COMPANY

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                                       5

_______________________                    By:_________________________________
                                               Name:
                                               Title:

ATTEST:                                    BEAR STEARNS FUNDS MANAGEMENT INC.

_______________________                    By:_________________________________
                                               Name: Frank J. Maresca
                                               Title: President and Chief
                                                      Executive Officer

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EXHIBIT 3

FORM OF CERTIFICATE OF APPOINTMENT OF
AMERICAN STOCK TRANSFER & TRUST COMPANY as
TRANSFER AGENT and REGISTRAR by Kayne Anderson MLP Investment Company, a Maryland corporation

I, the undersigned, Secretary of the above named Corporation, DO HEREBY CERTIFY that:

1. The following resolution was duly adopted by the Board of Directors of the Corporation at a meeting thereof duly called and held on _________________, 2004, at which a quorum was present, the resolution has not been rescinded, and it is still in full force and effect:

WHEREAS, the Corporation is authorized to issue, and it has issued the following capital stock:

                     Number of Shares      Number of Shares
Class   Par Value      Authorized               Issued
-----   ---------    ----------------      ----------------
-----   ---------    ----------------      ----------------
-----   ---------    ----------------      ----------------

The address of the Corporation to which Notices may be sent is:

1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067.

NOW, THEREFORE, IT IS RESOLVED that American Stock Transfer & Trust Company ("AST") is hereby appointed transfer agent and registrar for all said authorized shares of the Corporation, in accordance with the general practices of AST and its regulations set forth in the pamphlet submitted to this meeting entitled "Regulations of the American Stock Transfer & Trust Company" (the "Regulations").

2. The following are the duly appointed and qualified officers of the Corporation, holding the respective offices set opposite their names, and the signatures set opposite their names are their genuine signatures:

NAME, TITLE, SIGNATURE

Kevin McCarthy, Chairman
Ralph Walter, Treasurer
David J. Shladovsky, Secretary
J.C. Frey, Assistant Secretary

3. The name and address of legal counsel of the Corporation is:

Paul, Hastings, Janofsky & Walker LLP 55 Second Street, 24th Floor
San Francisco, California 94105
Attn: David A. Hearth

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4. Attached is a specimen stock certificate for each denomination of capital stock for which AST has been authorized to act as transfer agent and registrar.

5. Attached is a true copy of the articles of incorporation, as amended, of the Corporation.

6. Attached is a true copy of the by-laws, as amended, of the Corporation.

7. If any provision of the certificate of incorporation or by-laws of the Corporation, any court or administrative order, or any other document, affects any transfer agency or registrar function or responsibility relating to the shares, attached is a statement of each such provision.

8. All certificates representing Shares which were not issued pursuant to an effective registration statement under the Securities Act of 1933, as amended, bear a legend in substantially the following form:

The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The shares may not be sold, transferred or assigned in the absence of an effective registration for these shares under the Act or an opinion of the Corporation's counsel that registration is not required under the Act.

All Shares not so registered were issued or transferred in a transaction or series of transactions exempt from the registration provisions of the Act, and in each such issuance or transfer, the Corporation was so advised by its legal counsel.

9. If any class of the Corporation's securities are registered under the Securities Exchange Act of 1934, as amended, the most recent Form 10-K, proxy statement and annual report to stockholders of the Corporation are attached.

10. The initial term of AST's appointment hereunder shall be three years from the date hereof and the appointment shall automatically be renewed for further three year successive periods unless terminated by either party by written notice to the other given not less than ninety (90) days before the end of the initial or any subsequent three year period or as otherwise provided in the Regulations. The term of this appointment shall be governed in accordance with this paragraph, notwithstanding the cessation of active trading in the capital stock of the Company. On termination of the appointment for any reason, AST shall be entitled to retain all transfer records and related documents until all amounts owing to AST have been paid in full.

11. The Corporation will advise AST promptly of any change in any information contained in, or attached to, this Certificate by a supplemental Certificate or otherwise in writing.

WITNESS my hand and seal of the Corporation this ______ day of __________, 2004.

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EXHIBIT 4

FORM OF FUND ACCOUNTING AGREEMENT

THIS AGREEMENT is made as of this ___ day of _______, 2004, by and between KAYNE ANDERSON MLP INVESTMENT COMPANY (the "Fund"), a Maryland corporation having its principal place of business at 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067, and ULTIMUS FUND SOLUTIONS, LLC ("Ultimus"), a limited liability company organized under the laws of the State of Ohio and having its principal place of business at 135 Merchant Street, Suite 230, Cincinnati, Ohio 45246.

WHEREAS, the Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Fund desires that Ultimus perform certain fund accounting services for the Fund; and

WHEREAS, Ultimus is willing to perform such services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1. RETENTION OF ULTIMUS.

The Fund hereby retains Ultimus to act as the fund accountant of the Fund and to furnish the Fund with the services as set forth below. Ultimus hereby accepts such employment to perform such duties.

(a) MAINTENANCE OF BOOKS AND RECORDS.

Ultimus shall maintain and keep current the accounts, books, records and other documents relating to the Fund's financial and portfolio transactions as may be required by the rules and regulations of the Securities and Exchange Commission (the "SEC") adopted under Section 31(a) of the 1940 Act. Ultimus shall cause the subject records of the Fund to be maintained and preserved pursuant to the requirements of the 1940 Act.

(b) PERFORMANCE OF ACCOUNTING SERVICES.

In addition to the maintenance of the books and records specified above, Ultimus shall perform the following accounting services for the Fund:

(i) Calculate the net asset value per share utilizing prices obtained from the sources described in subsection 1(b)(ii) below;

(ii) Obtain security prices from independent pricing services, or if such quotes are unavailable, then obtain such prices from the Fund's investment adviser or its designee, as approved by the Fund's Board of Directors (hereafter referred to as "Directors");

(iii) Verify and reconcile with the Fund's custodian all trade activity;

(iv) Compute, as appropriate, the Fund's net income and capital gains, dividend payables, dividend factors, yields, and weighted average portfolio maturity;

(v) Review the net asset value calculation and dividend factor (if any) for the Fund prior to release to shareholders, check and confirm the net asset values and

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dividend factors for reasonableness and deviations, and distribute net asset values and yields to NASDAQ;

(vi) Determine unrealized appreciation and depreciation on securities held by the Fund;

(vii) Amortize premiums and accrete discounts on securities purchased at a price other than face value, if requested by the Fund;

(viii) Update fund accounting system to reflect rate changes, as received from the Fund's investment adviser, on variable interest rate instruments;

(ix) Post Fund transactions to appropriate categories;

(x) Accrue expenses of the Fund according to instructions received from the Fund's administrator;

(xi) Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts;

(xii) Provide accounting reports in connection with the Fund's regular annual audit and other audits and examinations by regulatory agencies; and

(xiii) Provide such periodic reports as the parties shall agree upon.

(c) ADDITIONAL ACCOUNTING SERVICES.

Ultimus shall also perform the following additional accounting services for the Fund:

(i) Provide monthly (or as frequently as may reasonably be requested by the Fund or the Fund's investment adviser) a set of financial statements for the Fund as described below, upon request of the Fund:

Statement of Assets and Liabilities Statement of Operations Statement of Changes in Net Assets Security Purchases and Sales Journals Portfolio Holdings Reports

(ii) Provide accounting information for the following:

(A) federal and state income tax returns and federal excise tax returns;

(B) the Fund's semi-annual reports with the SEC on Form N-SAR;

(C) the Fund's annual, semi-annual and quarterly (if any) shareholder reports;

(D) registration statements and other filings relating to the registration of shares;

(E) annual audit by the Fund's auditors; and

(F) examinations performed by the SEC.

(d) SPECIAL REPORTS AND SERVICES.

(i) Ultimus may provide additional special reports upon the request of the Fund or the Fund's investment adviser, which may result in an additional charge, the amount of which shall be agreed upon in advance in writing between the parties.

(ii) Ultimus may provide such other similar services with respect to the Fund as may be reasonably requested by the Fund, which may result in an additional charge, the amount of which shall be agreed upon in advance in writing between the parties.

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2. SUBCONTRACTING.

Ultimus may, at its expense and, upon written notice to the Fund and the Fund's non-objection in writing thereto, subcontract with any entity or person concerning the provision of the services contemplated hereunder; provided, however, that Ultimus shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and, provided further, that Ultimus shall be responsible, to the extent provided in Section 7 hereof, for all acts of such subcontractor as if such acts were its own.

3. COMPENSATION.

The Fund shall pay for the services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, Schedule A attached hereto, as such Schedule may be amended from time to time.

If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, Ultimus' compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of Ultimus' compensation for the preceding month shall be made promptly.

4. REIMBURSEMENT OF EXPENSES.

In addition to paying Ultimus the fees described in Schedule A attached hereto, the Fund agrees to reimburse Ultimus for its reasonable out-of-pocket expenses in providing services hereunder, including without limitation the following, all of which shall be passed through to the Fund at cost:

(a) All freight and other delivery and bonding charges incurred by Ultimus in delivering materials to and from the Fund;

(b) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Ultimus in communication with the Fund, the Fund's investment adviser or custodian, dealers or others as required for Ultimus to perform the services to be provided hereunder;

(c) The costs of portfolio price quotation services and tax basis reporting services utilized by the Fund;

(d) All expenses incurred in connection with any custom programming or systems modifications required to provide any special reports or services requested by the Fund, provided, however, that any such expenses shall have been approved in advance in writing by the Fund;

(e) Any expenses Ultimus shall incur at the written direction of an officer of the Fund thereunto duly authorized other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Fund for certain purposes; and

(f) Any additional expenses reasonably incurred by Ultimus in the performance of its duties and obligations under this Agreement whenever such expenses are not otherwise properly borne by Ultimus as part of its duties and obligations under this Agreement.

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5. EFFECTIVE DATE.

This Agreement shall become effective as of the date first written above (the "Effective Date").

6. TERM OF THIS AGREEMENT.

The term of this Agreement shall continue in effect, unless earlier terminated by either party hereto as provided hereunder, for a period of two years. Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one-year periods.

This Agreement may be terminated without penalty: (i) by provision of sixty (60) days' written notice; (ii) by mutual agreement of the parties; or
(iii) for "cause" (as defined herein) upon the provision of thirty (30) days' advance written notice by the party alleging cause.

For purposes of this Agreement, "cause" shall mean: (i) a material breach of this Agreement that has not been remedied within thirty (30) days following written notice of such breach from the non-breaching party, (ii) a series of negligent acts or omissions or breaches of this Agreement which, in the aggregate, constitute in the reasonable judgment of the Fund, a serious failure to perform satisfactorily Ultimus' obligations hereunder; (iii) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (iv) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or the modification or alteration of the rights of creditors.

Notwithstanding the foregoing, after such termination for so long as Ultimus, with the written consent of the Fund, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Compensation due Ultimus and unpaid by the Fund upon such termination shall be immediately due and payable upon and notwithstanding such termination. Unless this Agreement has been terminated for "cause" (as defined herein), Ultimus shall be entitled to collect from the Fund, in addition to the compensation described in Schedule A, the amount of all of Ultimus' cash disbursements for services in connection with Ultimus' activities in effecting such termination, including without limitation, the delivery to the Fund and/or its designees of the Fund's property, records, instruments and documents.

7. STANDARD OF CARE.

The duties of Ultimus shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Ultimus hereunder. Ultimus shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing the services provided for under this Agreement. Ultimus shall be liable for any damages arising directly or indirectly out of Ultimus' failure to perform its duties under this Agreement to the extent such damages arise directly or indirectly out of Ultimus' willful misfeasance, bad faith, negligence in the performance of its duties, or reckless disregard of it obligations and duties hereunder. (As used in this Article 7, the term "Ultimus" shall include directors, officers, employees and other agents of Ultimus or of any subcontractor of Ultimus as well as Ultimus itself and any such subcontractor.)

Without limiting the generality of the foregoing or any other provision of this Agreement, (i) Ultimus shall not be liable for losses beyond its reasonable control, provided that Ultimus has acted in

SF/336047.1

accordance with the standard of care set forth above; and (ii) Ultimus shall not be liable for the validity or invalidity or authority or lack thereof of any instruction, notice or other instrument that Ultimus reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Fund for certain purposes).

Ultimus may apply to the Fund at any time for instructions and may consult with counsel for the Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with Ultimus' duties hereunder, and Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with instruction or with the reasonable opinion of counsel for the Fund, Fund accountants or other experts retained by the Fund qualified to render such opinion.

8. INDEMNIFICATION.

The Fund agrees to indemnify and hold harmless Ultimus from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") arising directly or indirectly out of any action or omission to act which Ultimus takes (i) at any request or on the direction of or in reliance on the reasonable advice of the Fund, (ii) upon any instruction, notice or other instrument that Ultimus reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund (other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Fund for certain purposes) or (iii) on its own initiative, in good faith and in accordance with the standard of care set forth herein, in connection with the performance of its duties or obligations hereunder; provided, however that the Fund shall have no obligation to indemnify or reimburse Ultimus under this Article 8 to the extent that Ultimus is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise.

Ultimus shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of Ultimus' own willful misfeasance, bad faith, negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder. (As used in this Article 8, the term "Ultimus" shall include directors, officers, employees and other agents of Ultimus as well as Ultimus itself.)

The Fund and its officers, employees, shareholders and agents shall not be liable for, and Ultimus shall indemnify and hold the Fund harmless from and against, any and all claims made by third parties, including costs, expenses (including reasonable attorneys' fees), losses, damages, charges, payments and liabilities of any sort or kind, which result from a negligent act, or omission to act, or bad faith by Ultimus in the performance of its duties hereunder.

9. RECORD RETENTION AND CONFIDENTIALITY.

Ultimus shall keep and maintain on behalf of the Fund all books and records which the Fund and Ultimus is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder. Ultimus further agrees that all such books and records shall be the property of the Fund and to make such books and records available for inspection by the Fund or by the SEC at reasonable times and otherwise to keep confidential all books and records and other information relative to the Fund and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process.

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10. FORCE MAJEURE.

Ultimus assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

11. RIGHTS OF OWNERSHIP; RETURN OF RECORDS.

All records and other data are the exclusive property of the Fund and all such records and data will be furnished to the Fund in appropriate form as soon as practicable after termination of this Agreement for any reason. Ultimus may at its option at any time, and shall promptly upon the Fund's demand, turn over to the Fund and cease to retain Ultimus' files, records and documents created and maintained by Ultimus pursuant to this Agreement which are no longer needed by Ultimus in the performance of its services or for its legal protection. If not so turned over to the Fund, such documents and records will be retained by Ultimus for six years from the year of creation. At the end of such six-year period, such records and documents will be turned over to the Fund unless the Fund authorizes in writing the destruction of such records and documents.

12. REPRESENTATIONS OF THE FUND.

The Fund certifies to Ultimus that: (1) as of the close of business on the Effective Date, the Fund has authorized unlimited shares, and (2) this Agreement has been duly authorized by the Fund and, when executed and delivered by the Fund, will constitute a legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

13. REPRESENTATIONS OF ULTIMUS.

Ultimus represents and warrants that: (1) the various procedures and systems which Ultimus has implemented with regard to safeguarding from loss or damage attributable to fire, theft, or any other cause the records, and other data of the Fund and Ultimus' records, data, equipment facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder, (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties, (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement, and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

14. INSURANCE.

Ultimus shall furnish the Fund with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels and deductible amounts. Ultimus shall notify the Fund should any of its insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefor. Ultimus shall notify the Fund of any material claims against it with respect to services performed under this Agreement, whether or not they may be covered by insurance, and shall notify the

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Fund from time to time as may be appropriate of the total outstanding claims made by Ultimus under its insurance coverage.

15. INFORMATION TO BE FURNISHED BY THE FUND.

The Fund has furnished to Ultimus the following:

(a) Copies of the Articles of Incorporation and of any amendments thereto, certified by the proper official of the state in which such document has been filed.

(b) Copies of the following documents:

(1) The Fund's Bylaws and any amendments thereto; and

(2) Certified copies of resolutions of the Directors covering the approval of this Agreement, authorization of a specified officer of the Fund to execute and deliver this Agreement and authorization for specified officers of the Fund to instruct Ultimus thereunder.

(c) A list of all the officers of the Fund, together with specimen signatures of those officers who are authorized to instruct Ultimus in all matters.

(d) Copies of the Prospectus and Statement of Additional Information for the Fund.

16. AMENDMENTS TO AGREEMENT.

This Agreement, or any term thereof, may be changed or waived only by written amendment signed by the party against whom enforcement of such change or waiver is sought.

For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure which has been approved by the Fund does not conflict with or violate any requirements of its Articles of Incorporation or then current prospectus, or any rule, regulation or requirement of any regulatory body.

17. COMPLIANCE WITH LAW.

Except for the obligations of Ultimus otherwise set forth herein, the Fund assumes full responsibility for the preparation, contents and distribution of the prospectus of the Fund as to compliance with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the 1940 Act and any other laws, rules and regulations of governmental authorities having jurisdiction. The Fund represents and warrants that no shares of the Fund will be offered to the public until the Fund's registration statement under the Securities Act and the 1940 Act has been declared or becomes effective.

18. NOTICES.

Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice, at the following address: if to the Fund, at 383 Madison Avenue, 23rd Floor, New York, New York 10179; and if to Ultimus, at 135 Merchant Street, Suite 230, Cincinnati, Ohio 45246, Attn: Robert G. Dorsey; or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

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19. ASSIGNMENT.

This Agreement and the rights and duties hereunder shall not be assignable by either of the parties hereto except by the specific written consent of the other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

20. GOVERNING LAW.

This Agreement shall be construed in accordance with the laws of the State of Ohio and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

21. MULTIPLE ORIGINALS.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

KAYNE ANDERSON MLP INVESTMENT COMPANY

By:_________________________________
Name:
Title:

ULTIMUS FUND SOLUTIONS, LLC

By:__________________________________
Name: Robert G. Dorsey
Title:President

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SCHEDULE A

TO THE FUND ACCOUNTING AGREEMENT BETWEEN
KAYNE ANDERSON MLP INVESTMENT COMPANY
AND
ULTIMUS FUND SOLUTIONS, LLC

AVERAGE DAILY NET ASSETS         ASSET BASED FEE
------------------------         ---------------
First $500 million                   .015%
Next $500 million                    .010%
In excess of $1 billion              .005%

The foregoing fees include 200 portfolio trades per month (exclusive of daily cash investments). When the Fund has more than 200 trades in a month, Ultimus will charge $5.00 for each trade in excess of 200.

OUT-OF-POCKET EXPENSES:

The fees set forth above shall be in addition to the payment of out-of-pocket expenses, as provided for in Section 4 of this Agreement.

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EXHIBIT 5

[VENABLE LLP LETTERHEAD]

September 27, 2004

Kayne Anderson MLP Investment Company
1800 Avenue of the Stars
Second Floor
Los Angeles, California 90067

Re: Registration Statement on Form N-2 1933 Act File No. 333-116479 1940 Act File No. 811-21593

Ladies and Gentlemen:

We have acted as special Maryland counsel to Kayne Anderson MLP Investment Company, a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end management investment company (the "Company"), in connection with the sale and issuance of up to 60,000,000 shares (the "Shares") of common stock, $.001 par value per share (the "Common Stock"), of the Company in an underwritten initial public offering, covered by the above referenced Registration Statement, filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"):

1. The Registration Statement, and all amendments thereto (the "Registration Statement"), relating to the Shares and the related form of prospectus included therein, substantially in the form in which it was transmitted to the Securities and Exchange Commission under the 1933 Act and the 1940 Act;

2. The charter of the Company, as amended and restated (the "Charter"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT");

Kayne Anderson MLP Investment Company
September 27, 2004

3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. Resolutions (the "Resolutions") adopted by the Board of Directors of the Company (the "Board of Directors") relating to the authorization of the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;

6. A certificate executed by an officer of the Company, dated as of the date hereof; and

7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Kayne Anderson MLP Investment Company
September 27, 2004

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and (assuming that, upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter), when and if delivered against payment therefor in accordance with the Resolutions, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EXHIBIT 6

KAYNE ANDERSON CAPITAL ADVISORS, L.P.
CODE OF ETHICS

A. GENERAL

The Code of Ethics is predicated on the principle that KACALP owes a fiduciary duty to its clients. Accordingly, KACALP's employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of clients. At all times, KACALP must:

- PLACE CLIENT INTERESTS AHEAD OF KACALP'S - As a fiduciary, KACALP must serve in its clients' best interests. In other words, KACALP employees may not benefit at the expense of advisory clients. This concept is particularly relevant when employees are making personal investments in securities traded by advisory clients.

- ENGAGE IN PERSONAL INVESTING THAT IS IN FULL COMPLIANCE WITH KACALP'S CODE OF ETHICS - Employees must review and abide by KACALP's Personal Securities Transaction and Insider Trading Policies.

- AVOID TAKING ADVANTAGE OF YOUR POSITION - Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with KACALP, or on behalf of an advisory client.

Any questions with respect to KACALP's Code of Ethics should be directed to the Compliance Officer and/or the General Counsel.

B. PERSONAL SECURITIES TRANSACTIONS POLICY

Employees may not purchase or sell any security in which the employee has a beneficial owner-ship unless the transaction occurs in an exempted security or the employee has complied with the Personal Security Transaction Policy set forth below.

1. TRANSACTION PRE-CLEARANCE PROCEDURES

KACALP's employees must have written clearance from the Compliance Officer for all personal securities transactions not more than 24 hours before executing the transactions (unless a longer clearance period is specified by the person granting pre-clearance, which he or she may do only in cases involving Securities patently outside each universe of securities in which KCALP in-vests).

Generally, employees shall complete KACALP's Pre-Clearance Form (See Attachment A) or may request pre-clearance via email. In either case, KACALP shall maintain the pre-clearance forms in conjunction with the record-keeping rule.

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Once pre-clearance is granted by the Compliance Officer, or, in his absence, the General Counsel, the employee has the remainder of the day to execute the transaction. The pre-clearance approval is good only the day in which the approval is granted. Unless otherwise noted, no pre-clearance is required for the exempted transactions noted below.

BLACK-OUT PERIODS. No Access Person may purchase a security if he/she knows that a client of KACALP is selling that security or a related security, or has sold such a security within the past five (5) business days. No Access Person may sell a security if he/she knows that a client of KACALP is purchasing that security or a related security, or has purchased such a security within the past five (5) business days.

SECURITIES, AND INSTRUMENTS THAT ARE NOT SECURITIES. KACALP will regard the following as securities for purposes of complying with this policy:
Any, stock, treasury security, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, fractional undivided interest in oil, gas, or other mineral rights, any options, or in general, any interest or instrument commonly known as a security.

Commodities, futures and options traded on a commodities exchange, including currency futures are not considered securities. However, futures and options on any group or index of securities shall be considered securities.

EXEMPT SECURITIES. Investments in Treasury securities, certificates of deposit, commercial paper and other similar money market instruments and shares of open-end mutual fund companies are not required to be reported by employees under the Personal Security Transaction Policy. However, this exemption does not apply to shares of Kayne Anderson MLP Investment Company (the "Fund"), which must be precleared and reported in accordance with this Personal Securities Transactions Policy.

BENEFICIAL OWNERSHIP. Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

The following are examples of indirect pecuniary interests in securities:

- Securities held by members of employees' immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included.

- Employees' interests as a general partner in securities held by a general or limited partnership.

- Employees' interests as a manager/member in the securities held by a limited liability company.

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Except for KACALP managed funds, employees do not have an indirect pecuniary interest in securities held by entities in which they hold an equity interest unless they are a controlling equity holder or they share investment control over the securities held by the entity.

The following circumstances constitute beneficial ownership by employees of securities held by a trust:

- Ownership of securities as a trustee where either the employee or members of the employees' immediate family have a vested interest in the principal or income of the trust.

- Ownership of a vested beneficial interest in a trust.

- An employee's status as a settler of a trust, unless the consent of all of the beneficiaries is required in order for the employee to revoke the trust.

EXEMPT TRANSACTIONS. The following transactions are considered exempt transactions:

- Any transaction in an account over which the employee does not have any direct or indirect influence or control. For example, presuming that such relatives do not reside in the same household as the employee, accounts of family members outside of the immediate family would not be subject to review.

- Any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated money manager.

- Purchases of securities in DRIPS (dividend reinvestment plans).

- Purchases of securities by the exercise of rights issued to holders of a class of securities on a pro-rata basis.

- Acquisitions or dispositions of securities as a result of a stock dividend, stock split, or other corporation actions.

- Purchases or sales of exchange-traded options on broadly-based indices (indices with average notional open interest during the preceding calendar quarter in excess of $1 billion).

- Purchases or sales of interest in any private fund managed by KACALP.

From time to time, the Compliance Officer may exempt certain transactions on a trade-by-trade basis.

INITIAL PUBLIC OFFERINGS. No employees shall acquire beneficial ownership of securities in an initial public offering until after the public offering and then only at the prevailing market price.

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PRIVATE PLACEMENTS. Employees wishing to acquire beneficial ownership of securities in a private placement must seek written approval to do so from the Compliance Officer. In determining whether to grant the approval, the Compliance Officer will seek to determine whether or not the employee's acquisition of the security precluded advisory clients from purchasing the security. In addition, the officer must determine that the investment was not being offered to the employee strictly by virtue of the employee's position at KACALP.

TRADING AND REVIEW. Though not prohibited by this Personal Securities Transaction Policy, KACALP does not expect its employees to engage in frequent short-term (60 days) trading. Except for limited circumstances and subject to pre-clearance approval, KACALP forbids its employees to trade opposite of firm recommendations. KACALP strictly forbids "front-running" client accounts, which is a practice generally understood to be employees personally trading ahead of client accounts. The Compliance Officer will closely monitor employees' investment patterns to detect these abuses. The General Counsel will monitor the Compliance Officer's personal securities transactions for compliance with the Personal Securities Transaction Policy.

If KACALP discovers that an employee is personally trading contrary to the policies set forth above, the employee shall meet with the Compliance Officer and Chief Executive Officer to review the facts surrounding the transactions. This meeting shall help KACALP to determine the appropriate course of action.

2. HOLDINGS./TRANSACTIONS REPORTING

INITIAL HOLDINGS REPORT. Employees may only personally trade securities through a registered broker/dealer or through a company sponsored DRIP. Each employee must require its broker/dealer to send KACALP duplicate brokerage account statements and trade confirmations no less frequently THAN 10 DAYS AFTER THE END OF EACH CALENDAR QUARTER regardless of whether the employee engaged in reportable trades during the quarter.

New employees are required to disclose all of their personal securities holdings within 10 days of commencing their employment. The Initial Securities Holding information must be current as of a date NO MORE THAN 45 DAYS BEFORE THE REPORT IS SUBMITTED. (See Attachment B for a copy of the Initial Holdings Form). KACALP shall maintain these records in accordance with the record-keeping rule. This report must include the following information:

- A list of securities, including the title, number of shares, and/or principal amount (if fixed income securities) of each covered security in which the employee had any direct or indirect beneficial interest or ownership as of the date the employee became an employee;

- The name of any broker, dealer or bank with whom the employee maintained an account, or in any other account in which securities were held for the direct or indirect benefit or ownership of the employee;

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- The date the report is submitted to the CO by the employee.

QUARTERLY TRANSACTION REPORTS. Every employee must submit a PERSONAL SECURITIES TRANSACTIONS REPORT to the CO NOT LATER THAN 30 DAYS AFTER the end of each calendar quarter listing all securities transactions executed during that quarter in the employee's brokerage account(s) or in any account(s) in which the employee may have any direct or indirect beneficial interest or ownership INCLUDING CASES WHERE NO TRANSACTIONS WERE EXECUTED. The quarterly Quarterly PERSONAL SECURITIES TRANSACTIONS REPORT (SEE ATTACHMENT C) must contain the following information:

- The date of each transaction, the name of the covered security purchased and/or sold, the interest rate and maturity date (if applicable), the number of shares and/or the principal amount of the security involved;

- The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

- The price at which the covered security was effected;

- The name of the broker, dealer or bank through whom the transaction was effected;

- In addition to the securities transaction data, the report will contain representations that the employee (i) during the period, has not purchased or sold any securities not listed on the report; (ii) has not opened a securities brokerage account during the period which has not been reported to KACALP, and
(iii) agrees to notify KACALP if he/she opens a personal securities account which has not otherwise been disclosed to KACALP.

- The date the report is submitted to the CO by the employee. (Note: The re-port must be submitted to the CO WITHIN 30 CALENDAR DAYS following the end of the quarter.)

Following submission of the PERSONAL SECURITIES TRADING REPORT, the CO will review each re-port for any evidence of improper trading activities or conflicts of interest by the employee. After careful review of each report, the CO will sign and date the report attesting that he/she conducted such review. Quarterly securities transaction reports are to be maintained by the CO in accordance with the records retention provisions of Rule 204-2(e) of the Advisers Act.

ANNUAL SECURITIES HOLDINGS REPORT. Every employee must submit an Annual Personal Securities Holdings Report to the CO listing all covered securities held by the employee as of December 31 of each year. The report must be submitted not later than 30 calendar days following year-end and must be current as of a date no more than 45 days before the

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report is submitted. The Annual Personal Securities Holding Report must contain the following information:

- The title, number of shares and principal amount (if fixed income securities) of each covered security in which the employee had any direct or in-direct beneficial ownership interest or ownership;

- The name of any broker, dealer or bank with whom the employee maintains an account in which any covered securities are held for the direct or indirect benefit of the employee; and

- The date the annual report is submitted by the employee to the CO.

Following submission of the ANNUAL PERSONAL SECURITIES HOLDING REPORT, the CO will review each report for any evidence of improper trading activities or conflicts of interest by the Access Person. After careful review of each report, the CO will sign and date the report attesting that he/she conducted such review.

In addition, employees will be required annually to read and sign KACALP's Code of Conduct regarding employee securities transactions.

DUPLICATE CONFIRMATIONS AND STATEMENTS. All Associates of KACALP having account(s) with any broker/dealer must ensure that the account(s) are established so that duplicate copies of trade confirmations and monthly account statements are submitted directly to KACALP by the broker/dealer. Notwithstanding the fact that an Associate may have an account with a broker/dealer, all securities transactions in the Associate's account with that broker/dealer must be executed through the trading desk of KACALP.

In lieu of manually listing each securities transaction on the PERSONAL SECURITIES TRADING REPORT, an Associate may affix (staple) copies of trade confirmations received during that quarter to his/her report.

INDEPENDENT TRUSTEES. An independent Trustee of the Fund is not covered by the prohibitions and pre-clearance requirements of this section unless that Trustee knew or should have known of a transaction or contemplated transaction by the Fund or KACALP.

3. REMEDIAL ACTIONS

KACALP takes the potential for conflicts of interest caused by personal investing very seriously. As such, KACALP has implemented remedial actions that are designed to discourage its employees from violating the Personal Securities Transaction Policy. Employees should be aware that KACALP reserves the right to impose varied sanctions on policy violators depending on the severity of the policy violation.

- 1st Violation - Oral warning;

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- 2nd Violation - Written warning that will be included in the employee's file, and disgorgement of profits to a charity specified by the employee; and

- 3rd Violation - Written warning, disgorgement of profits to a charity and monetary fine to be donated to a charity specified by the employee; and

- 4th Violation - Possible termination of employment.

Strict compliance with the provisions of this Code shall be considered a basic condition of employment with KACALP. It is important that employees understand the reasons for compliance with this Code. KACALP's reputation for fair and honest dealing with its clients and the investment community in general, has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of the CO for any questions as to the application of this Code to their individual circumstances. Failure to submit timely reports will be communicated to the General Counsel who in consultation with the Chief Executive Officer, may impose sanctions as he deems appropriate, including a letter of censure, suspension, termination of employment, and/or a disgorging of any profits made

C. INSIDER TRADING POLICY

Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser's business, to prevent the misuse of material, nonpublic information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, KACALP has instituted procedures to prevent the misuse of nonpublic information.

Although "insider trading" is not defined in securities laws, it is generally thought to be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law. In the past, securities laws have been interpreted to prohibit the following activities:

- Trading by an insider while in possession of material non-public information; or

- Trading by a non-insider while in possession of material non-public information, where the information was disclosed to the non-insider in violation of an insider's duty to keep it confidential; or

- Communicating material non-public information to others in breach of a fiduciary duty.

- KACALP's Insider Trading Policy applies to all of its employees. Any questions should be directed to the Compliance Officer and/or General Counsel.

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POLICY COVERAGE. This policy covers all of KACALP's employees ("covered persons") as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the covered person is an officer, director or 10% or greater stockholder and a partnership of which the covered person is a partner unless the covered person has no direct or indirect control over the partnership.

MATERIAL INFORMATION. "Material information" is generally defined as information for which there is a substantial likelihood that an investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities.

Advance knowledge of the following types of information is generally regarded as "material":

- Dividend or earnings announcements

- Write-downs or write-offs of assets

- Additions to reserves for bad debts or contingent liabilities

- Expansion or curtailment of company or major division operations

- Merger, joint venture announcements

- New product/service announcements

- Discovery or research developments

- Criminal, civil and government investigations and indictments

- Pending labor disputes

- Debt service or liquidity problems

- Bankruptcy or insolvency problems

- Tender offers, stock repurchase plans, etc.

- Recapitalization

Information provided by a company could be material because of its expected effect on a particular class of a company's securities, all of the company's securities, the securities of another company, or the securities of several companies. The misuse of material non-public information applies to all types of securities, including equity, debt, commercial paper, government securities and options.

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Material information does not have to relate to a company's business. For example, material in-formation about the contents of an upcoming newspaper column may effect the price of a security, and therefore be considered material.

Non-Public Information. In order for issues concerning insider trading to arise, information must not only be material, but also non-public. "Non-public" information generally means information that has not been available to the investing public.

Once material, non-public information has been effectively distributed to the investing public, it is no longer classified as material, non-public information. However, the distribution of non-public information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination.

KACALP's employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information. Whether the "tip" made to the employee makes him/her a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure.

The "benefit" is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of a quid pro quo from the recipient by a gift of the information. Employees may also become insiders or tippees if they obtain material, non-public information by happenstance, at social gatherings, by overhearing conversations, etc.

PENALTIES FOR INSIDER TRADING. Severe penalties exist for firms and individuals that engage in the act of insider trading, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found guilty of insider trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively.

PROCEDURES. If an employee has questions as to whether they are in possession of material, non-public information, they must inform the Compliance Officer and General Counsel as soon as possible. From this point, the employee, Compliance Officer and General Counsel will conduct research to determine if the information is likely to be considered important to investors in making investment decisions, and whether the information has been publicly disseminated.

Given the severe penalties imposed on individuals and firms engaging in insider trading, employees:

- Shall not trade the securities of any company in which they are deemed insiders who may possess material, non-public information about the company.

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- Shall not engage in securities transactions of any company, except in accordance with KACALP's Personal Securities Transaction Policy and the securities laws.

- Shall submit personal security trading reports in accordance with the Personal Security Transaction Policy.

- Shall not discuss any potentially material, non-public information with colleagues, except as specifically required by their position.

- Shall immediately report the potential receipt of non-public information to the Compliance Officer and General Counsel.

- Shall not proceed with any research, trading, etc. until the Compliance Officer and General Counsel inform the employee of the appropriate course of action.

OFFICERS, TRUSTEES AND/OR DIRECTORS OF OUTSIDE ORGANIZATIONS. Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities.

At certain times, KACALP may determine that it is in its clients' best interests for an employee(s) to serve as officers or on the board of directors of outside organizations. For example, a company held in clients' portfolios may be undergoing a reorganization that may affect the value of the company's outstanding securities and the future direction of the company. Service with organizations outside of KACALP can, however, raise serious regulatory issues and concerns, including conflicts of interests and access to material non-public information.

As an outside board member or officer, an employee may come into possession of material non-public information about the outside company, or other public companies. It is critical that a proper information barrier be in place between KACALP and the outside organization, and that the employee does not communicate such information to other KACALP employees in violation of the information barrier.

Similarly, KACALP may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the employee must not be involved in the decision to retain or hire KACALP.

KACALP employees are prohibited from engaging in such outside activities without the prior written approval from General Counsel. Approval will be granted on a case by case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part II of Form ADV.

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D. POLICY REGARDING GIFTS

Employees may not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with KACALP, or on behalf of an advisory client. However, employees may accept gifts from a single giver in aggregate amounts not exceeding $100, and may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable and both the giver(s) and the employee(s) are present.

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ATTACHMENT A

PERSONAL TRADING PRE-CLEARANCE FORM

KAYNE ANDERSON CAPITAL ADVISORS, L.P.
PERSONAL TRADE AUTHORIZATION REQUEST FORM

Name of Employee:_______________________________________________________________ Broker: _______________________________________________________________ Account Name: _______________________________________________________________

Buy or Request Approximate

Employee signature: ____________________________  Date: ________________________
To be completed by Compliance personnel only.
Approved:          _____________________________  Date: ________________________
Special Instructions:
________________________________________________________________________________
________________________________________________________________________________

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ATTACHMENT B

INITIAL HOLDINGS FORM

In accordance with KAYNE ANDERSON CAPITAL ADVISORS, L.P.'s Personal Securities Transaction Policy, please provide a list of all securities in which you have a pecuniary interest and all securities in non-client accounts for which you make investment decisions. This includes securities held by broker/dealers and other custodians, at your home, in safe deposit boxes, and by an issuer.

Employee _______________________________________________ (PRINT NAME)

NUMBER OF SHARES SECURITY NAME CUSTODIAN ACCOUNT NUMBER

I certify that this form fully discloses all of the securities in which I have a pecuniary interest.

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ATTACHMENT C

QUARTERLY PERSONAL SECURITIES TRANSACTION REPORT

To: Compliance Officer, KACALP

From: ______________________________________________

(Access Person/Associate)

Re: Report of Personal Securities Transactions pursuant to Rule 204-2(a)(12) of the Investment Advisers Act:

During the quarter ending ______________, I have purchased/sold the following securities:

Date       Security      Bought/Sold       # Shares        Price       Broker
----       --------      -----------       --------        -----       ------

[USE ADDITIONAL SHEET IF NECESSARY]

[] During the above period, I have not purchased or sold any securities in my personal broker-age account or in any account in which I have a direct or indirect beneficial interest. Beneficial interest is understood to mean securities transactions in the accounts of my spouse, minor children, or other family members residing in my household.

[] During the above period, I have not opened any personal securities brokerage account that I have not disclosed to KACALP.

[] I do not currently have a personal securities brokerage account. However, I agree to promptly notify KACALP if I open such an account so long as I am employed by KACALP.

Signed: _________________________________________. Date: ______________________

Report reviewed by: _____________________________. Date: ______________________

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