N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21593

Kayne Anderson MLP Investment Company

(Exact name of registrant as specified in charter)

1800 Avenue of the Stars, Second Floor, Los Angeles, California	90067
(Address of principal executive offices)	(Zip code)

David Shladovsky, Esq.

Kayne Anderson Capital Advisors, L.P., 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067

(Name and address of agent for service)

Registrant’s telephone number, including area code: (310) 556-2721

Date of fiscal year end: November 30, 2004

Date of reporting period: November 30, 2004

     Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

     A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

     The report of Kayne Anderson MLP Investment Company (the “Registrant”) to stockholders for the year ended November 30, 2004 is attached below.

CONTENTS

	Page
Letter to Stockholders		1
Portfolio Summary		4
Management Discussion		5
Schedule of Investments		6
Statement of Assets and Liabilities		9
Statement of Operations		10
Statement of Changes in Net Assets		11
Statement of Cash Flows		12
Financial Highlights		13
Notes to Financial Statements		14
Report of Independent Registered Public Accounting Firm		21
Privacy Notice		22
Dividend Reinvestment Plan		23
Information Concerning Directors and Officers		24
Annual Certification		26
Proxy Voting		26
Change to Non-Fundamental Investment Policies		27

      CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This report contains “forward-looking statements” as defined under the U.S. Federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from the Company’s historical experience and its present expectations or projections. These risks include, but are not limited to, changes in economic and political conditions; regulatory and legal changes; MLP industry risk; leverage risk; valuation risk; interest rate risk; tax risk and other risks discussed in the Company’s filings with the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements. There is no assurance that Kayne Anderson MLP Investment Company’s investment objective will be attained.

KAYNE ANDERSON MLP INVESTMENT COMPANY

LETTER TO STOCKHOLDERS

January 21, 2005

Dear Fellow Stockholders:

      It has been an exciting and challenging first few months. We are pleased with both our progress in investing your capital and our performance to date. As of December 31, 2004, we had invested approximately $628.2 million in securities of MLPs and Other Midstream Companies, which is slightly ahead of the pace anticipated at the time of our initial public offering (“IPO”). As of that date, our portfolio consisted of $350.2 million in publicly traded securities and $278.0 million in “private” securities, representing four separate “private transactions”. Our net asset value (“NAV”) as of December 31, 2004 was up 2.3% to $24.25 per share, compared to $23.70 per share immediately following our IPO.

      One of the most difficult initial challenges for Kayne Anderson MLP Investment Company (the “Company”) has been to strike a balance between two equally important, but often competing goals. First, we want to fully invest our IPO proceeds as quickly as possible in order to fully benefit from the investment performance of the MLP asset class. At the same time, we would like to maximize the return potential of every investment we make, which often requires us to be patient and wait for opportunities that can be especially attractive. For example, we believe we can achieve attractive returns when we provide financing necessary to complete an accretive acquisition. While we have been presented with many investment opportunities, we have been selective among these in order to keep adequate “dry powder” for future opportunities. In light of the size of our Company, as well as the MLP valuation levels at the end of September 2004 when we began to invest your capital, we have worked hard to balance these competing objectives and are pleased that we have been able to achieve our initial ramp-up investment objectives in a manner consistent with our business strategy.

Market Overview

      The MLP sector during calendar 2004 has once again exhibited strong performance. For that period, a market-weighted composite of 34 MLPs (the “MLP Composite”) generated a total return of approximately 16.0% (total return is defined as unit price appreciation plus distributions). Coal MLPs (which represent only 5% of total MLP equity capitalization and are the most sensitive to commodity prices) were the strongest performing sub-sector, generating total returns of approximately 82.9%. These returns were the result of a substantial increase in coal prices, which caused both cash flows to increase and yields to decline. At calendar year-end, the three Coal MLPs had an average yield of 4.1%. The Pipeline MLP sub-sector also had a strong performance, with total returns of 14.3%. This strong performance was principally driven by increasing distributions, which rose 9.1% on average from the fourth quarter of 2003 to the fourth quarter of 2004. Average yields for this sub-sector also declined, from 6.5% to 6.2% over the calendar year. The Propane MLP sub-sector generated total returns of (2.6)% during 2004. This performance was largely due to the financial difficulties experienced by Star Gas Partners, which was forced to suspend its distribution. The other four Propane MLPs (excluding Star Gas Partners) generated total returns of 9.3% during calendar 2004. There were several successful energy MLP IPOs completed during calendar 2004, including Copano Energy, Holly Energy Partners, K-Sea Transportation Partners and U.S. Shipping Partners. These IPOs ended the year at prices that averaged 42% above their IPO prices.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

LETTER TO STOCKHOLDERS — (CONTINUED)

      The monthly performance of the MLP Composite is shown in the table below. As you can see, the performance of MLPs was especially strong in the second half of 2004. There was a substantial downturn in April, when interest rates moved higher. From May through December, the MLP Composite generated a total return of 23.5%.

MLP Composite — Total Returns by Month (%)

	Total
Month	Return
January		(1.9	)
February		0.9
March		3.2
April		(8.0	)
May		(0.6	)
June		2.7
July		3.8
August		3.5
September		5.2
October		(0.5	)
November		4.8
December		2.7

Source: FactSet Research Systems Inc.

2005 Outlook

      We expect a number of factors to impact the performance of MLPs in 2005. We believe that significant investment challenges exist, while opportunities remain excellent. Just as performance among different sub-sectors of the MLP universe (coal, pipelines and propane) varied in 2004, individual performance within these sub-sectors also varied widely. We believe this will again be the case in 2005, and as a result, stock selection will be an important key to long-term investment success. We believe that the acquisition prospects for MLPs remain quite good, with many packages of midstream assets on the market or available for sale that fit well in the portfolios of many MLPs. We expect that acquisitions will continue to be accretive, with lower financing costs helping to offset higher acquisition multiples.

      The Wall Street consensus expectation is that interest rates will trend higher over the course of 2005. In a rising interest rate environment, we believe that stock selection will be critical in identifying those MLPs that will be able to increase distributions to offset higher interest rates, and where relative valuations will change as the prospects of individual MLPs improve or are reduced. We are spending much of our time analyzing the entire universe of MLPs and meeting with management teams to allow us to anticipate changes in trends and performance.

      MLP valuations, as measured by the spread between MLP yields and 10-year treasury rates, are higher (spreads lower) than the five-year average. We believe this is because of two factors. First, growth prospects for MLPs today are generally thought to be greater than they were five years ago, and we agree that this is indeed the situation. Second, with the passage of the recent legislation that facilitates the ownership of MLPs by mutual funds, and the raising of capital by other MLP-focused funds, there is much greater investor demand for MLPs than historically. We believe that MLPs, as a group, continue to offer above-average appeal with lower than average market risk. Current yield plus expected growth appears to well exceed the 8% to 9% long-term total return expected by many market strategists for the stock market. Equally important, most MLPs provide stable and predictable cash flow from “hard assets” and, by most measures of risk, provide lower risk than stocks. We remain confident that the long-term investment case for MLPs is very strong, and that our strategy of acquiring a balance of public and private securities will be successful in generating superior returns for our stockholders.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

LETTER TO STOCKHOLDERS — (CONCLUDED)

Fiscal 2004 Operating Highlights

      As of November 30, 2004, we had invested $380.0 million in MLPs and Other Midstream Companies. Approximately 83.5% of this was invested in MLP equities. In addition, we had invested 16.5% in MLP debt securities. Proceeds from our IPO that were not yet invested in portfolio companies were invested in short-term repurchase agreements.

      During the period from September 28, 2004 through November 30, 2004, we generated investment income of $2.6 million, consisting of interest income, dividends and MLP distributions. This figure does not include additional MLP distributions of $1.7 million that were treated as a return of capital. After expenses and income taxes, our net investment income for the period was $645,381. We also generated net realized and unrealized gains on investments of $10.2 million before tax and $6.1 million after tax during the period. In total, we recognized $4.5 million of taxes, of which $3.8 million was deferred.

      As a result, our net assets increased by $6.8 million during the period. On a per share basis, our NAV increased from $23.70 immediately following the IPO to $23.91 at the end of our fiscal year.

      The Company paid its first dividend of $0.25 per share to stockholders on January 14, 2005. This dividend represents an annualized yield of 6% on the IPO price of $25 per share. We expect a substantial portion of the dividends paid in 2005 to be treated as return of capital for stockholders’ income tax purposes; however, you will receive a tax notification (e.g., Form 1099) during January 2006 reflecting the final tax designation of the dividend.

      We look forward to continuing to execute on our business plan of achieving high after-tax total returns by investing in MLPs and Other Midstream Companies. We will communicate with you regularly through quarterly reports, conference calls, proxy statements, and press releases. We invite you to visit our website at www.kaynemlp.com for the latest updates.

Sincerely,

Kevin S. McCarthy

Chairman of the Board of Directors,

President and Chief Executive Officer

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KAYNE ANDERSON MLP INVESTMENT COMPANY

LETTER TO STOCKHOLDERS — (CONCLUDED)

PORTFOLIO SUMMARY — AS OF NOVEMBER 30, 2004 (UNAUDITED)

Top 10 Holdings, by Issuer

			Percent of
Holding	Sector		Net Assets
1. Kinder Morgan Management, LLC		Pipeline MLP		12.8
2. Ferrellgas Partners, L.P.		Propane MLP		5.4
3. Enterprise Products Partners L.P.		Pipeline MLP		3.6
4. Plains All American Pipeline, L.P.		Pipeline MLP		3.5
5. Magellan Midstream Partners, L.P.		Pipeline MLP		3.5
6. Kaneb Pipe Line Partners, L.P.		Pipeline MLP		2.3
7. Enbridge Energy Partners, L.P.		Pipeline MLP		2.1
8. Enbridge Energy Management, L.L.C.		Pipeline MLP		1.9
9. Kinder Morgan Energy Partners, L.P.		Pipeline MLP		1.9
10. Kinder Morgan, Inc.		MLP Affiliates		1.5

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KAYNE ANDERSON MLP INVESTMENT COMPANY

MANAGEMENT DISCUSSION

FOR THE PERIOD SEPTEMBER 28, 2004 THROUGH NOVEMBER 30, 2004

      This discussion contains forward looking statements and good faith estimates. The reader is referred to the disclosure on such matters at the beginning of this annual report.

      Kayne Anderson MLP Investment Company (the “Company”) began operations on September 28, 2004, following an initial public offering (“IPO”) of 30.0 million shares at $25.00 per share. On October 24, and November 14, the Company sold an additional 3.16 million shares in connection with the exercise of the underwriters’ over-allotment option. Total net proceeds to the Company, after underwriting discounts and expenses, were $786.0 million. By the end of the first fiscal period on November 30, 2004, the Company had investments in MLPs and other Midstream Energy Companies valued at $380.0 million. These investments included two private transactions valued at a total of $92.7 million. Proceeds not yet invested in portfolio companies were invested in fully-collateralized repurchase agreements.

      Subsequent to the end of the first fiscal period, the Company continued to purchase the securities of MLP and Other Midstream Companies in the public market, and it closed two additional private transactions during December. At the end of calendar 2004, the Company had invested in public equity and debt securities valued at $350.2 million and had invested in private transactions valued at $278.0 million. The total value at year-end of our long-term investments was $628.2 million. This is slightly ahead of the pace anticipated at the time of the IPO.

      During the period from September 28, 2004 to November 30, 2004, the Company earned $2.61 million in investment income. This consisted of $1.71 million of interest on repurchase agreements, $0.36 million of interest on fixed income investments, and $0.54 million in dividends and distributions from MLPs. The amount of dividends and distributions from MLPs were net of $1.67 million of distributions which were treated as return of capital. Expenses for the period were $1.53 million, which was in line with our initial budget. The advisory fee was accrued at 0.75% or the bottom fulcrum level based on the performance of the Company relative to the Standard & Poor’s 400 Utilities Index.

      Total realized and unrealized gains on investments (before taxes) were $10.21 million for the initial fiscal period. Pre-tax income, which included realized and unrealized gains and investment income, net of expenses, was $11.29 million. Accrued federal and state taxes at an estimated blended rate of 40% were $4.52 million. Net increase in net assets resulting from operations was $6.78 million or about 21¢ per share.

      Our beginning net asset value (“NAV”), after deducting underwriting costs and expenses, was $23.70. At the end of the initial fiscal period, the NAV was $23.91. The closing price of the stock on the New York Stock Exchange ranged between $25.69 and $24.87 during the initial fiscal period. The stock closed at $24.90 on November 30, 2004.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

SCHEDULE OF INVESTMENTS

NOVEMBER 30, 2004

				No. of
Description				Shares/Units		Value
Long-Term Investments — 47.9%
	Equity Investments — 40.0%
		Pipeline MLP(a) — 29.7%
			Buckeye Partners, L.P.		162,800	$	6,686,196
			Copano Energy, L.L.C.(b)		66,400		1,638,752
			Crosstex Energy, L.P.		66,000		2,047,980
			Enbridge Energy Management, L.L.C.(c)		312,768		14,887,763
			Enbridge Energy Partners, L.P.		338,000		16,788,460
			Energy Transfer Partners, L.P.		98,700		5,327,826
			Enterprise Products Partners L.P.		740,515		18,135,212
			Genesis Energy, L.P.		53,800		657,436
			Holly Energy Partners, L.P.(b)		35,200		1,171,808
			Kaneb Pipe Line Partners, L.P.		307,900		18,458,605
			Kinder Morgan Management, LLC(c)		1,203,923		49,180,241
			Kinder Morgan Management, LLC(c)(d)		1,300,000		52,196,300
			Magellan Midstream Partners, L.P.		266,100		15,492,342
			MarkWest Energy Partners, L.P.		71,300		3,389,602
			Northern Border Partners, L.P.		188,300		8,948,016
			Pacific Energy Partners, L.P.		277,200		7,786,548
			Plains All American Pipeline, L.P.		122,000		4,505,460
			TC PipeLines, LP		7,785		299,723
			TEPPCO Partners, L.P.		178,700		7,013,975
			Valero L.P.		21,000		1,254,540
							235,866,785
		Propane MLP — 5.6%
			AmeriGas Partners, L.P.		17,600		526,064
			Ferrellgas Partners, L.P.		125,200		2,582,876
			Ferrellgas Partners, L.P. — Unregistered(d)		2,098,623		40,539,310
			Inergy, L.P.		21,600		633,312
							44,281,562
		Shipping MLP — 1.3%
			Martin Midstream Partners L.P.		62,600		1,802,880
			U.S. Shipping Partners L.P.(b)		328,900		8,206,055
							10,008,935
		Coal MLP — 0.2%
			Natural Resource Partners L.P.		29,900		1,578,720

See accompanying notes to financial statements.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

SCHEDULE OF INVESTMENTS — (CONTINUED)

			No. of
Description			Shares/Units		Value
MLP Affiliates — 2.9%
	Atlas America, Inc.(e)			54,100	$	1,717,134
	Crosstex Energy, Inc.			100,885		4,062,639
	Holly Corporation			40,000		1,126,800
	Kinder Morgan, Inc.			166,800		11,559,240
	MarkWest Hydrocarbon, Inc.			241,900		4,247,764
						22,713,577
Other Midstream Companies — 0.3%
	Arlington Tankers Ltd.(b)			122,000		2,802,340
		Total Equity Investments (Cost $306,609,767)				317,251,919

									Principal
				Interest			Maturity		Amount
				Rate			Date		(000’s)
	Fixed Income Investments — 7.9%
		Pipeline MLP — 7.9%
			Enterprise Products Operating L.P.		6.375	%		02/01/13	$	10,000	10,615,460
			Kinder Morgan Energy Partners, L.P.		5.000			12/15/13		10,000	9,885,430
			Kinder Morgan Energy Partners, L.P.		5.125			11/15/14		5,000	4,936,610
			Magellan Midstream Partners, L.P.		5.650			10/15/16		12,000	11,978,544
			MarkWest Energy Partners, L.P.		6.875			11/01/14		2,100	2,147,250
			Plains All American Pipeline, L.P.		7.750			10/15/12		20,000	23,246,580
Total Fixed Income Investments (Cost $63,362,218)											62,809,874
Total Long-Term Investments (Cost $369,971,985)											380,061,793

		No. of
		Contracts
Short-Term Investments — 53.6%
	Put Options Purchased — 0.0%
Kinder Morgan, Inc., expiring 01/21/05 @ $60.00(e)			1,000	5,000
Kinder Morgan, Inc., expiring 02/18/05 @ $60.00(e)			500	5,000
Total Put Options Purchased (Cost $162,000)				10,000

See accompanying notes to financial statements.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

SCHEDULE OF INVESTMENTS — (CONCLUDED)

			Interest		Maturity		Principal
Description			Rate		Date		Amount		Value
							(000’s)
	Repurchase Agreement — 53.6%
		Bear, Stearns & Co. Inc. (Agreement dated 11/30/04 to be repurchased at $424,597,276), collateralized by $436,888,298 in U.S. Government and Agencies (Cost $424,574,278)		1.950		12/01/04	$	424,574	$	424,574,278
Total Short-Term Investments (Cost $424,736,278)										424,584,278
Total Investments Before Options Written — 101.5% (Cost $794,708,263)										804,646,071

	No. of
	Contracts
Liabilities in Excess of Cash and Other Assets — (1.5)%
Call Options Written — (0.1)%
Kinder Morgan, Inc., expiring 01/21/05 @ $65.00(e)		1,000		(520,000	)
Kinder Morgan, Inc., expiring 02/18/05 @ $70.00(e)		500		(90,000	)
Total Call Options Written (premiums received $200,995)				(610,000	)
Other Liabilities in Excess of Cash and Other Assets (1.4)%				(11,199,908	)
Total Liabilities in Excess of Cash and Other Assets				(11,809,908	)
Net Assets — 100.0%			$	792,836,163

(a)	Includes Limited Liability Companies or L.L.C.s.
(b)	Non-income producing; security is expected to pay distributions within the next 12 months.
(c)	Distributions made are paid-in kind.
(d)	Fair valued security. These securities are restricted from public sale. The Company negotiates certain aspects of the method and timing of the disposition of these investments, including registration rights and related costs (See Notes 2 and 6).
(e)	Security is non-income producing.

See accompanying notes to financial statements.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

STATEMENT OF ASSETS AND LIABILITIES

NOVEMBER 30, 2004

ASSETS
	Investments, at fair value (Cost — $370,133,985)		$	380,071,793
	Investments in repurchase agreements (Cost — $424,574,278)			424,574,278
	Total investments (Cost — $794,708,263)			804,646,071
	Cash			47,329
	Receivable for securities sold			347,300
	Interest receivable			1,477,944
	Dividends and distributions receivable			1,124,007
	Prepaid expenses			153,984
		Total Assets		807,796,635
LIABILITIES
	Payable for securities purchased			7,792,693
	Investment management fee payable			971,040
	Call options written, at fair value (premiums received – $200,995)			610,000
	Accrued directors’ fees and expenses			29,808
	Accrued expenses and other liabilities			1,039,363
	Current taxes			763,047
	Deferred taxes			3,754,521
		Total Liabilities		14,960,472
TOTAL NET ASSETS			$	792,836,163
NET ASSETS CONSIST OF:
	Common stock, $0.001 par value (33,165,900 shares issued and outstanding, 200,000,000 shares authorized)		$	33,166
	Paid-in capital			786,026,645
	Undistributed net investment income, net of income taxes			645,381
	Accumulated realized gains on investments and securities sold short, net of income taxes			413,689
	Net unrealized gains on investments and options, net of income taxes			5,717,282
TOTAL NET ASSETS			$	792,836,163
NET ASSET VALUE PER SHARE				$23.91

See accompanying notes to financial statements.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

STATEMENT OF OPERATIONS

FOR THE PERIOD SEPTEMBER 28, 2004⁽¹⁾ THROUGH NOVEMBER 30, 2004

INVESTMENT INCOME
	Income
		Dividends and distributions			$	2,210,157
		Return of capital				(1,670,253	)
		Net dividends and distributions				539,904
		Interest				2,067,733
			Total Investment Income			2,607,637
	Expenses
		Advisory fees				971,040
		Organizational expenses				150,000
		Custodian fees and expenses				122,827
		Administration fees				99,156
		Audit fees				59,077
		Insurance				34,192
		Directors’ fees				29,808
		Fund accounting fees				21,982
		Reports to stockholders				16,739
		Legal fees				10,520
		Other expenses				16,661
			Total Expenses — Before Taxes			1,532,002
	Net Investment Income — Before Tax Expense					1,075,635
		Current tax expense				(487,254	)
		Deferred tax benefit				57,000
				Net Investment Income		645,381
REALIZED AND UNREALIZED GAIN ON INVESTMENTS, SECURITIES SOLD SHORT AND OPTIONS
	Realized Gains
		Investments				679,542
		Securities sold short				9,940
		Current tax expense				(275,793	)
			Net Realized Gains on Investments and Securities Sold Short			413,689
	Net Change in Unrealized Gain/(Loss)
		Investments				10,089,808
		Options				(561,005	)
		Deferred tax expense				(3,811,521	)
			Net Change in Unrealized Gain on Investments and Options			5,717,282
				Net Realized and Unrealized Gain on Investments, Securities Sold Short and Options		6,130,971
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS					$	6,776,352

⁽¹⁾ Commencement of operations.

See accompanying notes to financial statements.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

STATEMENT OF CHANGES IN NET ASSETS

FOR THE PERIOD SEPTEMBER 28, 2004⁽¹⁾ THROUGH NOVEMBER 30, 2004

OPERATIONS
	Net investment income		$	645,381
	Net realized gain on investments and securities sold short			413,689
	Net change in unrealized gain on investments and options			5,717,282
		Net Increase in Net Assets Resulting from Operations		6,776,352
CAPITAL SHARE TRANSACTIONS
	Proceeds from initial public offering of 30,000,000 shares of common stock			750,000,000
	Proceeds from issuance of 3,161,900 shares of common stock in connection with exercising an overallotment option granted to underwriters of the initial public offering			79,047,500
	Underwriting discounts and offering costs associated with the issuance of common stock			(43,087,689	)
		Net Increase in Net Assets from Capital Stock Transactions		785,959,811
		Total Increase in Net Assets		792,736,163
NET ASSETS
	Beginning of period			100,000
	End of period (includes undistributed net investment income of $645,381)		$	792,836,163

⁽¹⁾ Commencement of operations.

See accompanying notes to financial statements.

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KAYNE ANDERSON MLP INVESTMENT COMPANY

STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 28, 2004⁽¹⁾ THROUGH NOVEMBER 30, 2004

CASH FLOWS FROM OPERATING ACTIVITIES
	Net increase in net assets resulting from operations			$	6,776,352
	Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities
		Deferred taxes			3,754,521
		Amortization for bond premium			58,562
		Increase in interest receivable			(1,477,944	)
		Increase in dividends and distributions receivable			(1,124,007	)
		Increase in prepaid expenses			(153,984	)
		Increase in investment management fee payable			971,040
		Increase in accrued directors’ fees and expenses			29,808
		Increase in accrued expenses and other liabilities			1,039,363
		Increase in current taxes			763,047
		Premiums received from call options written			200,995
		Purchase of investments			(380,098,571	)
		Net purchase of short-term investments			(424,574,278	)
		Purchase of put options			(162,000	)
		Proceeds from sale of investments			16,532,646
		Gain on investments			(689,482	)
		Return of capital distributions			1,670,253
		Unrealized appreciation on investments and options			(9,528,803	)
			Net Cash Used in Operating Activities		(786,012,482	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Net proceeds from the issuance of common stock				829,047,500
	Underwriting discount and offering costs from the issuance of common stock				(43,087,689	)
			Net Cash Provided by Financing Activities		785,959,811
NET DECREASE IN CASH					(52,671	)
CASH — BEGINNING OF PERIOD					100,000
CASH — END OF PERIOD				$	47,329

⁽¹⁾ Commencement of operations.

See accompanying notes to financial statements.

12

KAYNE ANDERSON MLP INVESTMENT COMPANY

FINANCIAL HIGHLIGHTS

FOR THE PERIOD SEPTEMBER 28, 2004⁽¹⁾ THROUGH NOVEMBER 30, 2004

Per Share Operating Performance(2)
	Net asset value, beginning of period		$	23.70	(3)
	Income from investment operations
		Net investment income		0.02
		Net realized and unrealized gain on investments, securities sold short and options		0.19
		Total income from investment operations		0.21
	Net asset value, end of period		$	23.91
	Per common stock market value, end of period		$	24.90
	Total investment return based on market value(4)			(0.40	)%
Supplemental Data and Ratios
	Net assets, end of period (000’s)		$	792,836
	Ratio of expenses to average net assets, before taxes			1.20	% (5)
	Ratio of expenses, excluding non-recurring organizational expenses, to average net assets			1.08	% (5)
	Ratio of net investment income to average net assets, after taxes			0.50	% (5)
	Net increase in net assets resulting from operations to average net assets			5.30	% (5)
	Portfolio turnover rate			11.78	% (6)

(1)	Commencement of operations.
(2)	Information presented relates to a share of common stock outstanding for the entire period.
(3)	Initial public offering price of $25.00 per share less underwriting discounts of $1.25 per share and offering costs of $0.05 per share.
(4)	Not annualized. Total investment return is calculated assuming a purchase of common stock at the market price on the first day and a sale at the current market price on the last day of the period reported. The calculation also assumes reinvestment of dividends and distributions, if any, at actual prices pursuant to the Company’s dividend reinvestment plan.
(5)	Ratios are annualized since period is less than one full year.
(6)	Amount not annualized. Calculated based on the sales of $16,879,946 of long-term investments divided by the average long-term investment balance of $143,328,309.

See accompanying notes to financial statements.

13

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

November 30, 2004

1.     Organization

      Kayne Anderson MLP Investment Company (the “Company”) was organized as a Maryland corporation on June 4, 2004, and is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to obtain a high after-tax total return by investing at least 85% of its net assets plus any borrowings (“total assets”) in energy-related master limited partnerships and their affiliates (collectively, “MLPs”), and in other companies that, as their principal business, operate assets used in the gathering, transporting, processing, storing, refining, distributing, mining or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal (collectively with MLPs, “Midstream Energy Companies”). The Company commenced operations on September 28, 2004. The Company’s shares of common stock are listed on the New York Stock Exchange, Inc. (“NYSE”) under the symbol “KYN”.

2.     Significant Accounting Policies

      A.     Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

      B.     Calculation of Net Asset Value — The Company determines its net asset value as of the close of regular session trading on the NYSE (normally 4:00 p.m. Eastern time) no less frequently than the last business day of each month, and makes its net asset value available for publication monthly. Net asset value is computed by dividing the value of the Company’s assets (including accrued interest and dividends), less all of its liabilities (including accrued expenses, dividends payable, current and deferred and other accrued income taxes, and any borrowings) and the liquidation value of any outstanding preferred stock, by the total number of common shares outstanding.

      C.     Investment Valuation — Readily marketable portfolio securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked prices on such day, except for short sales and call options written, for which the last quoted asked price is used. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities.

      Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices. Fixed income securities with a remaining maturity of 60 days or more are valued by the Company using a pricing service. Fixed income securities maturing within 60 days will be valued on an amortized cost basis.

      The Company holds securities that are privately issued or otherwise restricted. For these securities, as well as any other portfolio security held by the Company for which reliable market quotations are not readily available, valuations are determined in a manner that most fairly reflects fair value of the security on the

14

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

valuation date. Unless otherwise determined by the Board of Directors, the following valuation process is used for such securities:

•  Investment Team Valuation. The applicable investments are initially valued by Kayne Anderson Capital Advisors, L.P.’s (“Kayne Anderson” or the “Adviser”) investment professionals responsible for the portfolio investments;

•  Investment Team Valuation Documentation. Preliminary valuation conclusions are documented and discussed with senior management of Kayne Anderson;

•  Valuation Committee. The Valuation Committee, a committee of the Company’s Board of Directors, meets on an as-needed basis when valuations are not readily determinable. The Valuation Committee’s valuations stands for intervening periods of time unless the Valuation Committee meets again at the request of Kayne Anderson, the Board of Directors, or the Committee itself. All valuation determinations of the Valuation Committee are subject to ratification by the Board at its next regular meeting.

•  Valuation Firm. No less than quarterly, a third-party valuation firm engaged by the Board of Directors reviews the valuation methodologies and calculations employed for these securities.

•  Board of Directors Determination. The Board of Directors meets quarterly to consider the valuations provided by Kayne Anderson and the Valuation Committee, if applicable, and set valuations for the applicable securities. The Board of Directors considers the report provided by the third-party valuation firm in reviewing and determining in good faith the fair value of the applicable portfolio securities.

      At November 30, 2004, the Company held 11.70% of its net assets in securities valued at fair value as determined pursuant to procedures adopted by the Board of Directors, with an aggregate cost of $92,678,477 and fair value of $92,735,610. Although these securities may be resold in privately negotiated transactions, these values may differ from the values that would have been used had a ready market for these securities existed, and the differences could be material.

      Any option transaction that the Company enters into may, depending on the applicable market environment, have no value or a positive/negative value. Exchange traded options and futures contracts are valued at the closing price in the market where such contracts are principally traded.

      D.     Repurchase Agreements — The Company has agreed to purchase securities from financial institutions subject to the seller’s agreement to repurchase them at an agreed-upon time and price (“repurchase agreements”). The financial institutions with whom the Company enters into repurchase agreements are banks and broker/dealers which Kayne Anderson considers creditworthy. The seller under a repurchase agreement is required to maintain the value of the securities as collateral, subject to the agreement, at not less than the repurchase price plus accrued interest. Kayne Anderson monitors daily the mark-to-market of the value of the collateral, and, if necessary, requires the seller to maintain additional securities, so that the value of the collateral is not less than the repurchase price. Default by or bankruptcy of the seller would, however expose the Company to possible loss because of adverse market action or delays in connection with the disposition of the underlying securities.

      E.     Short Sales — A short sale is a transaction in which the Company sells securities it does not own (but has borrowed) in anticipation of a decline in the market price of the securities. To complete a short sale, the Company may arrange through a broker to borrow the securities to be delivered to the buyer. The proceeds received by the Company for the short sale are retained by the broker until the Company replaces the borrowed securities. In borrowing the securities to be delivered to the buyer, the Company becomes obligated to replace the securities borrowed at their market price at the time of replacement, whatever the price may be.

      All short sales are fully collateralized. The Company maintains assets consisting of cash or liquid securities equal in amount to the liability created by the short sale. These assets are adjusted daily to reflect

15

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

changes in the value of the securities sold short. The Company is liable for any dividends or distributions paid on securities sold short.

      The Company may also sell short “against the box” (i.e., the Company enters into a short sale as described above while holding an offsetting long position in the security which it sold short). If the Company enters into a short sale “against the box,” the Company segregates an equivalent amount of securities owned as collateral while the short sale is outstanding.

      The Company had no open short sales at November 30, 2004.

      F.     Option Writing — When the Company writes an option, an amount equal to the premium received by the Company is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Company on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Company has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Company. The Company, as the writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.

      G.     Security Transactions and Investment Income — Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Dividend and distribution income is recorded on the ex-dividend date. Distributions received from the Company’s investments in MLPs generally are comprised of income and return of capital. For the period from September 28, 2004 (commencement of operations) through November 30, 2004, the Company recorded as return of capital the amount of $1,670,253 of dividends and distributions received from MLPs. This resulted in a reduction in the cost basis of the associated MLP investments. Net Realized Gains on Investments and Securities Sold Short and Net Change in Unrealized Appreciation of Investments and Options on the accompanying Statement of Operations includes $82,088 and $1,588,165, respectively, attributable to such dividends and distributions. The Company records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded. Interest income is recognized on the accrual basis, including amortization of premiums and accretion of discounts.

      H.     Dividends to Stockholders — Dividends to stockholders are recorded on the ex-dividend date. The character of dividends made during the year may differ from their ultimate characterization for federal income tax purposes. The Company’s dividends, for book purposes, will be comprised of return of capital and ordinary income, which is based on the operating results of the Company. The Company is unable to make final determinations as to the character of the dividend until after the end of the calendar year. Since the first dividend paid to stockholders was in January 2005, the Company will inform stockholders of the final character of the dividend during January 2006.

      I.     Federal and State Income Taxation — The Company, as a corporation, is obligated to pay federal and state income tax on its taxable income. The Company invests its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Company reports its allocable share of the MLP’s taxable income in computing its own taxable income. The Company’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains/(losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. To the extent the Company has a net deferred tax

16

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

asset, a valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset is not realized. Future realization of deferred income tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback or carryforward period under the tax law.

      The Company may rely to some extent on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to the MLP units held in the portfolio and to estimate the associated deferred tax liability. Such estimates are made in good faith and reviewed in accordance with the valuation process approved by the Board of Directors. From time to time the Company modifies its estimates or assumptions regarding the deferred tax liability as new information becomes available. To the extent such estimates or assumptions are modified, the net asset value may fluctuate.

      J.     Organization Expenses and Offering Costs — The Company is responsible for paying all organization expenses, which were expensed when the shares were issued. Such costs approximated $150,000. Offering costs related to the issuance of common stock were charged to additional paid-in capital when the shares were issued. Such costs approximated $1,635,000.

      K.     Indemnifications — Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business, the Company enters into contracts that provide general indemnification to other parties. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred, and may not occur. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

3. Concentration of Risk

      The Company’s investment objective is to seek a high level of total return with an emphasis on current dividends paid to its shareholders. Under normal circumstances, the Company intends to invest at least 85% of its total assets in securities of MLPs and other Midstream Energy Companies, and to invest at least 80% of its total assets in MLPs, which are subject to certain risks, such as supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk, and the risk associated with the hazards inherent in midstream energy industry activities. A substantial portion of the cash flow received by the Company will be derived from the investment in equity securities of MLPs. The amount of cash that an MLP has available for distributions and the tax character of such distributions are dependent upon the amount of cash generated by the MLP’s operations. The Company may invest up to 15% of its total assets in any single issuer and a decline in value of the securities of such an issuer could significantly impact the net asset value of the Company. The Company may invest up to 20% of its total assets in debt securities, which may include below investment grade securities. The Company may, for defensive purposes, temporarily invest all or a significant portion of its assets in investment grade securities, short-term debt securities and cash or cash equivalents. To the extent the Company uses this strategy, it may not achieve its investment objectives.

4. Agreements and Affiliations

      The Company has entered into an Investment Management Agreement with Kayne Anderson under which the Adviser, subject to the overall supervision of the Company’s Board of Directors, manages the day-to-day operations of, and provide investment advisory services to, the Company. For providing these services, the Adviser receives a management fee from the Company.

      Pursuant to the Investment Management Agreement the Company has agreed to pay the Adviser a basic management fee at an annual rate of 1.75% of the Company’s average total assets, adjusted upward or downward (by up to 1.00% of the Company’s average total assets, as defined), depending on to what extent, if

17

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

any, the Company’s investment performance for the relevant performance period exceeds or trails the Company’s “Benchmark” over the same period. The Company’s Benchmark is the total return (capital appreciation and reinvested dividends) of the Standard & Poor’s 400 Utilities Index plus 600 basis points (6.00%). Each 0.01% of difference of the Company’s performance compared to the performance of the Benchmark is multiplied by a performance fee adjustment of 0.002%, up to a maximum adjustment of 1.00% (as an annual rate). The Company calculates the total management fee based on the average total assets for the prior 12 months. For the period beginning with the commencement of the Company’s operations through the end of the Company’s first 12 months of operations (the “Initial Period”), on a quarterly fiscal basis the Company pays the Adviser a minimum management fee calculated at an annual rate of 0.75%. After this Initial Period, the basic management fee and the performance fee adjustment will be calculated and paid quarterly beginning with the quarter ending November 30, 2005, using a rolling 12-month performance period. Management fees in excess of those paid will be accrued monthly.

      The performance record for the Benchmark is based on the change in value of the Benchmark during the relevant performance period. During the Company’s first fiscal year, for purposes of calculating the performance fee adjustment, the Company’s initial net asset value is calculated net of the underwriter discount. At November 30, 2004, the Company has recorded accrued management fees at the annual rate of 0.75% based on the Company’s investment performance for the period September 28, 2004 through November 30, 2004.

      For purposes of calculating the management fee, the Company’s total assets are equal to the Company’s average monthly gross asset value (which includes assets attributable to or proceeds from the Company’s use of preferred stock, commercial paper or notes issuances and other borrowings), minus the sum of the Company’s accrued and unpaid dividends on any outstanding common stock and accrued and unpaid dividends on any outstanding preferred stock and accrued liabilities (other than liabilities associated with borrowing or leverage by the Company and any accrued taxes). Liabilities associated with borrowing or leverage by the Company include the principal amount of any borrowings, commercial paper or notes issued by the Company, the liquidation preference of any outstanding preferred stock, and other liabilities from other forms of borrowing or leverage such as short positions and put or call options held or written by the Company.

      For the period September 28, 2004 through November 30, 2004, KA Associates, an affiliate of the Adviser, earned approximately $5,057 in brokerage commissions from portfolio transactions executed on behalf of the Company.

5.     Income Taxes

      Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company’s deferred tax assets and liabilities as of November 30, 2004 are as follows:

Deferred tax assets:
	Organization costs	$	(57,000	)
Deferred tax liabilities:
	Unrealized gains on investment securities		3,176,229
	Distributions received from MLPs		635,292
Total net deferred tax liability		$	3,754,521

      The components of income tax expense include $3,285,206 and $469,315 for deferred federal income taxes and state income taxes (net of the federal tax benefit), respectively.

18

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

      Total income taxes have been computed by applying the Federal statutory income tax rate plus a blended state income tax rate totaling 40% to net investment income and realized and unrealized gains on investments before taxes.

      At November 30, 2004, the cost basis of investments for Federal income tax purposes was $794,507,268. At November 30, 2004, gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows:

Gross unrealized appreciation	$	11,271,707
Gross unrealized depreciation		(1,742,904	)
Net unrealized appreciation	$	9,528,803

6.     Restricted Securities

      Certain of the Company’s investments are restricted as to resale and are valued as determined in accordance with procedures established by the Board of Directors and more fully described in Note 2. The table below shows the number of units/shares held, the acquisition dates, aggregate costs, fair value as of November 30, 2004, value per unit/shares of such securities and percent of net assets which the securities comprise.

	Number of		Acquisition				Fair Value at		Value Per		Percent of
Security	Units/Shares		Date		Cost		11/30/04		Unit/Share		Net Assets
Ferrellgas Partners, L.P. — Unregistered		2,098,623		11/09/04	$	40,050,017	$	40,539,310	$	19.32		5.11	%
Kinder Morgan Management, LLC		1,300,000		11/04/04		52,628,460		52,196,300		40.15		6.59
Total					$	92,678,477	$	92,735,610				11.70	%

7.     Call Options Written

      Transactions in written options for the period ended November 30, 2004 were as follows:

	Number of		Premiums
	Contracts		Received
Options outstanding at beginning of period		—		—
Options written		1,500	$	200,995
Options terminated in closing purchase transactions		—		—
Options expired		—		—
Options outstanding at end of period		1,500	$	200,995

19

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS — (CONCLUDED)

8.     Investment Transactions

      For the period ended November 30, 2004, the Company purchased and sold securities in the amount of $387,891,264 and $16,879,946 (excluding short-term investments and options), respectively.

9.     Subsequent Events

      On January 14, 2005, the Company paid a dividend to its stockholders in the amount of $0.25 per share. The dividend resulted in a dividend reinvestment of $5,400,602 being reinvested into the Company and the addition of 222,522 shares of common stock being issued.

10.     Contingent Investment

      On November 29, 2004, the Company entered into an agreement with Inergy, L.P. to purchase 2,946,955 common units for $75 million, contingent upon Inergy, L.P. closing the purchase of certain assets of Star Gas Partners, L.P. The conditions precedent for the consummation of the transaction were fulfilled and the transaction settled on December 17, 2004.

20

KAYNE ANDERSON MLP INVESTMENT COMPANY

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Kayne Anderson MLP Investment Company:

      In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, changes in net assets and cash flows and the financial highlights present fairly, in all material respects, the financial position of Kayne Anderson MLP Investment Company (the “Company”) at November 30, 2004, and the results of its operations, the changes in its net assets, its cash flows and its financial highlights for the period September 28, 2004 (commencement of operations) through November 30, 2004, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

Los Angeles, California

January 21, 2005

21

KAYNE ANDERSON MLP INVESTMENT COMPANY

PRIVACY NOTICE (UNAUDITED)

      Kayne Anderson MLP Investment Company (the “Company”) considers privacy to be fundamental to our relationship with our stockholders. We are committed to maintaining the confidentiality, integrity and security of the non-public personal information of our stockholders and potential investors. Accordingly, we have developed internal policies to protect confidentiality while allowing stockholders’ needs to be met. This notice applies to former as well as current stockholders and potential investors who provide us with nonpublic personal information.

      We may collect several types of nonpublic personal information about stockholders or potential investors, including:

•  Information from forms that you may fill out and send to us or one of our affiliates or service providers in connection with an investment in the Company (such as name, address, and social security number).

•  Information you may give orally to us or one of our affiliates or service providers.

•  Information about your transactions with us, our affiliates, or other third parties, such as the amount stockholders have invested in the Company.

•  Information about any bank account stockholders or potential investors may use for transfers between a bank account and an account that holds or is expected to hold shares of our stock.

•  Information collected through an Internet “cookie” (an information collecting device from a web server based on your use of a web site).

      We may disclose all of the information we collect, as described above, to certain nonaffiliated third parties such as attorneys, accountants, auditors and persons or entities that are assessing our compliance with industry standards. Such third parties are required to uphold and maintain our privacy policy when handling your nonpublic personal information.

      We may disclose information about stockholders or potential investors at their request. We will not sell or disclose your nonpublic personal information to anyone except as disclosed above or as otherwise permitted or required by law.

      Within the Company and our affiliates, access to information about stockholders and potential investors is restricted to those personnel who need to know the information to service stockholder accounts. The personnel of the Company and our affiliates have been instructed to follow our procedures to protect the privacy of your information.

      We reserve the right to change this privacy notice in the future. Except as described in this privacy notice, we will not use your personal information for any other purpose unless we inform you how such information will be used at the time you disclose it or we obtain your permission to do so.

22

KAYNE ANDERSON MLP INVESTMENT COMPANY

DIVIDEND REINVESTMENT PLAN (UNAUDITED)

      If your common stock is registered directly with us or if you hold your common stock with a brokerage firm that participates in our Dividend Reinvestment Plan, unless you elect to receive your dividends or other distributions in cash, they will be automatically reinvested by the Plan Agent, American Stock Transfer & Trust Company, in additional common stock under the Dividend Reinvestment Plan (the “Plan”). If you elect to receive your dividends or other distributions in cash, you will receive them in cash paid by check mailed directly to you by American Stock Transfer & Trust Company, as dividend paying agent.

      If you decide to participate in the Plan, the number of shares of common stock you will receive will be determined as follows:

      (1) If our common stock is trading at or above net asset value at the time of valuation, we will issue new shares at a price equal to the greater of (i) our common stock’s net asset value on that date or (ii) 95% of the market price of our common stock on that date.

      (2) If our common stock is trading below net asset value at the time of valuation, the Plan Agent will receive the dividend or distribution in cash and will purchase common stock in the open market, on the NYSE or elsewhere, for the participants’ accounts. It is possible that the market price for our common stock may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in common stock issued by us. The Plan Agent will use all dividends and distributions received in cash to purchase common stock in the open market within 30 days of the valuation date except where temporary curtailment or suspension of purchases is necessary to comply with federal securities laws. Interest will not be paid on any uninvested cash payments.

      You may withdraw from the Plan at any time by giving written notice to the Plan Agent, or by telephone in accordance with such reasonable requirements as we and the Plan Agent may agree upon. If you withdraw or the Plan is terminated, you will receive a certificate for each whole share in your account under the Plan and you will receive a cash payment for any fraction of a share in your account. If you wish, the Plan Agent will sell your shares and send you the proceeds, minus a $15.00 transaction fee and a brokerage commission.

      The Plan Agent maintains all common stockholders’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common stock in your account will be held by the Plan Agent in non-certificated form. The Plan Agent will forward to each participant any proxy solicitation material and will vote any shares so held only in accordance with proxies returned to us. Any proxy you receive will include all common stock you have received under the Plan.

      There is no brokerage charge for reinvestment of your dividends or distributions in common stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases.

      Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions.

      If you hold your common stock with a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described above. Consult your financial advisor for more information.

      There is no direct service charge to participants in the Plan; however, we reserve the right to amend or terminate the Plan if in the judgment of the Board of Directors the change is warranted. We also reserve the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained from American Stock Transfer & Trust Company at 59 Maiden Lane, New York, New York 10038. (888) 888-0317. www.amstock.com.

23

KAYNE ANDERSON MLP INVESTMENT COMPANY

INFORMATION CONCERNING DIRECTORS AND OFFICERS (UNAUDITED)

		Term of
	Position(s)	Office/		Other
Name, Address	Held with	Time of	Principal Occupations During	Directorships Held
(Year Born)	Company	Service	Past Five Years	By Director/Officer
Independent Directors
Anne K. Costin* c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1950)	Director	3-year term/ served since July 2004	Ms. Costin is currently an Adjunct Professor in the Finance and Economics Department of Columbia University Graduate School of Business in New York City. Ms. Costin had a 27-year career at Citigroup, and during the last five years she held the position of Managing Director and Global Deputy Head of the Project & Structured Trade Finance product group within Citigroup’s Investment Banking Division, Citigroup Global Markets Inc.	None.
Steven C. Good c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1942)	Director	2-year term/ served since July 2004	Mr. Good is a senior partner at Good Swartz Brown & Berns LLP, which offers accounting, tax and business advisory services to middle market private and publicly-traded companies, their owners and their management. Mr. Good founded Block, Good and Gagerman in 1976, which later evolved in stages into Good Swartz Brown & Berns LLP.	Arden Realty, Inc.; OSI Systems, Inc.; and Big Dog Holdings, Inc.
Terrence J. Quinn c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1951)	Director	3-year term/ served since July 2004	Mr. Quinn is Chairman and CEO of Total Capital Corp., a start-up specialty commercial finance company. From 2000 to 2003, Mr. Quinn was a co-founder and managing partner of MTS Health Partners, a private merchant bank providing services to publicly-traded and privately held small to mid-sized companies in the healthcare industry. Prior to that, Mr. Quinn was a director and vice chairman of The Park Associates, Inc., a privately owned nursing home company chain.	NMC, Inc.

24

KAYNE ANDERSON MLP INVESTMENT COMPANY

INFORMATION CONCERNING DIRECTORS AND OFFICERS (UNAUDITED)(CONCLUDED)

		Term of
	Position(s)	Office/		Other
Name, Address	Held with	Time of	Principal Occupations During	Directorships Held
(Year Born)	Company	Service	Past Five Years	By Director/Officer
Michael B. Targoff c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1944)	Director	1-year term/ served since July 2004	Mr. Targoff is a founder of Michael B. Targoff and Co., which was started in 1998 to seek active or controlling investments in telecommunications and related industries. From January 1996 through January 1998, Mr. Targoff was President and Chief Operating Officer of Loral Space and Communications Ltd.	Communication Power Industries; ViaSat; Infocrossing; and Leap Wireless International.
Interested Director and Officers
Kevin S. McCarthy** c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1959)	Chairman of the Board of Directors; President and Chief Executive Officer	2-year term as a Director, elected annually as an officer/served since July 2004	Mr. McCarthy has served as a Senior Managing Director of Kayne Anderson since June 2004. Prior to that, Mr. McCarthy was at UBS Securities LLC where he was Global Head of Energy. In this role, he had senior responsibility for all of UBS’ energy investment banking activities, including direct responsibility for securities underwriting and mergers and acquisitions in the MLP industry. From 1995 to 2000, Mr. McCarthy led the energy investment banking activities of Dean Witter Reynolds and then PaineWebber Incorporated.	None.
Ralph Collins Walter c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1946)	Chief Financial Officer	Elected annually/served since July 2004	Mr. Walter has served as the Chief Operating Officer and Treasurer of Kayne Anderson since 2000. Before joining Kayne Anderson, he was the Chief Administrative Officer at ABN AMRO Inc., the U.S.-based, investment-banking arm of ABN- AMRO Bank.	Knox College.
David J. Shladovsky c/o Kayne Anderson Capital Advisors, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 (born 1960)	Secretary and Chief Compliance Officer	Elected annually/served since inception	Mr. Shladovsky has served as a Managing Director and General Counsel of Kayne Anderson since 1997.	None.

*	Solely as a result of her relationship with one of the underwriters of the Company’s initial public offering of common stock, Ms. Costin is an “interested person” of the Company in the 1940 Act, until six months after the completion of the initial public offering (May 2005).
**	Mr. McCarthy is an “interested person” of the Company by virtue of his employment relationship with the Company’s investment adviser.

25

KAYNE ANDERSON MLP INVESTMENT COMPANY

ANNUAL CERTIFICATION (UNAUDITED)

      The Company’s Chief Executive Officer has filed an annual certification with the NYSE that, as of the date of the certification, he was unaware of any violation by the Company of the NYSE’s corporate governance listing standards.

PROXY VOTING (UNAUDITED)

      The policies and procedures that the Company uses to determine how to vote proxies relating to its portfolio securities are available:

•  by calling (877) 657-3863/ MLP-FUND;

•  on the Fund’s website, http://www.kaynemlp.com; or

•  on the website of the Securities and Exchange Commission, http://www.sec.gov.

26

KAYNE ANDERSON MLP INVESTMENT COMPANY

CHANGE TO NON-FUNDAMENTAL INVESTMENT POLICIES (UNAUDITED)

      On January 21, 2005, the Board of Directors of Kayne Anderson MLP Investment Company (the “Company”) unanimously voted to approve modifications to two of the Company’s non-fundamental investment policies. The modifications are shown below:

Former Policies	New Policies
We intend to invest at least 50% of our total assets in publicly traded securities of MLPs and other Midstream Energy Companies.	Under normal market conditions, we intend to invest 50% (but not less than 40%) of our total assets in publicly traded securities of MLPs and other Midstream Energy Companies.
We intend to invest up to 50% of our total assets in unregistered or otherwise restricted securities of MLPs and other Midstream Energy Companies.	Under normal market conditions, we intend to invest 50% (but not more than 60%) of our total assets in unregistered or otherwise restricted securities of MLPs and other Midstream Energy Companies.

      The Company is required to give stockholders 60 days’ notice of these changes. Accordingly, the modifications to these non-fundamental policies will be effective as of April 1, 2005.

27

Directors and Corporate Officers
Kevin S. McCarthy	Chairman of the Board of Directors, President
	and Chief Executive Officer
Anne K. Costin	Director
Steven C. Good	Director
Terrence J. Quinn	Director
Michael B. Targoff	Director
Ralph Collins Walter	Chief Financial Officer
David J. Shladovsky	Secretary and Chief Compliance Officer
Investment Adviser	Administrator
Kayne Anderson Capital Advisors, L.P.	Bear Stearns Funds Management Inc.
1800 Avenue of the Stars, Second Floor	383 Madison Avenue
Los Angeles, CA 90067	New York, NY 10179
1100 Louisiana Street, Suite 4550	Stock Transfer Agent and Registrar
Houston, TX 77002	American Stock Transfer & Trust Company
	59 Maiden Lane
	New York, NY 10038
Custodian	Independent Registered Public Accounting Firm
Custodial Trust Company	PricewaterhouseCoopers LLP
101 Carnegie Center	350 South Grand Avenue
Princeton, NJ 08540	Los Angeles, CA 90071
	Legal Counsel
	Paul, Hastings, Janofsky & Walker LLP
	55 Second Street, 24th Floor
	San Francisco, CA 94105

For shareholder inquiries, registered shareholders should call (800) 937-5449. For general inquiries, please call (877) 657-3863/MLP-FUND; or visit us on the web at http://www.kaynemlp.com

This report, including the financial statements herein, is sent to the stockholders of the Company for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Company or of any securities mentioned in this report.

Item 2. Code of Ethics.

(a) As of the end of the period covered by this report, the Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal accounting officer, and persons performing similar functions.

(b) Not applicable.

(c) Not applicable.

(d) Pursuant to Item 12(a), the Registrant is attaching as an exhibit (EX-99.CODE ETH) a copy of its code of ethics that applies to its principal executive officer, principal financial officer, and persons performing similar functions.

Item 3. Audit Committee Financial Expert.

(a)(1) The Registrant’s board of directors has determined that the Registrant has two audit committee financial experts serving on its audit committee.

(2) The audit committee financial experts are Steven C. Good and Terrence J. Quinn. Mr. Good and Mr. Quinn are “independent” for purposes of this Item.

Item 4. Principal Accountant Fees and Services.

(a) through (d). The information in the table below is provided for services rendered to the registrant by its independent registered public accounting firm, PricewaterhouseCoopers LLP, for the Registrant’s initial fiscal period ended November 30, 2004.

	2004
Audit Fees	$	85,000
Audit-related Fees		0
Tax		23,000
Other		0
Total	$	108,000

     (e)(1) Audit Committee Pre-Approval Policies and Procedures.

     Before the auditor is (i) engaged by the Registrant to render audit, audit related or permissible non-audit services to the Registrant or (ii) with respect to non-audit services to be provided by the auditor to the Registrant’s investment adviser or any entity in the investment Registrant complex, if the nature of the services provided relate directly to the operations or financial reporting of the Registrant, either: (a) the Audit Committee shall pre-approve such engagement; or (b) such engagement shall be entered into pursuant to pre-approval policies and procedures established by the Audit Committee. Any such policies and procedures must be detailed as to the particular service and not involve any delegation of the Audit Committee’s responsibilities to the Registrant’s investment adviser. The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals. The pre-approval policies and procedures shall include the requirement that the decisions of any member to whom authority is delegated under this provision shall be presented to the full Audit Committee at its next scheduled meeting. Under certain limited circumstances, pre-approvals are not required if certain de minimis thresholds are not exceeded, as such thresholds are set forth by the Audit Committee and in accordance with applicable SEC rules and regulations.

     (e)(2) None of the services provided to the Registrant described in paragraphs (b)-(d) of Item 4 were pre-approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

     (f) No disclosures are required by this Item 4(f).

     (g) None.

     (h) No disclosures are required by this Item 4(h).

Item 5. Audit Committee of Listed Registrants.

     The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. Steven C. Good (Chair), Terrence J. Quinn and Michael B. Targoff are the members of the Registrant’s audit committee.

Item 6. Schedule of Investments.

     Please see the schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

     The Registrant has delegated the voting of proxies relating to its voting securities to its investment adviser, Kayne Anderson Capital Advisors, L.P. (the “Adviser”). The respective Proxy Voting Policies and Procedures of the Registrant and the Adviser are attached as Exhibit 99.VOTEREG and Exhibit 99.VOTEADV hereto.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

     Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Companies and Affiliated Purchasers.

     Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

     Not applicable.

Item 11. Controls and Procedures.

     (a) The Registrant’s principal executive officer and principal financial officer have evaluated the Registrant’s disclosure controls and procedures as of a date within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures are effective, as of such date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

     (b) The Registrant’s principal executive officer and principal financial officer are aware of no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

     (a)(1) Code of Ethics attached as EX-99.CODE ETH.

     (a)(2) Separate certifications of Principal Executive and Financial Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 attached as EX-99.CERT.

     (b) Certification of Principal Executive and Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished as EX-99.906 CERT.

     (99) Proxy Voting Policies of the Registrant attached as EX-99.VOTEREG.

     (99) Proxy Voting Policies of the Adviser attached as EX-99.VOTEADV.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By:	/S/ RALPH COLLINS WALTER
Date:	February 8, 2005

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/S/ KEVIN S. MCCARTHY
Date:   February 8, 2005
By:	/S/ RALPH COLLINS WALTER
Date: February 8, 2005

EX-99.CODE ETH

                                                             EXHIBIT-99.CODE ETH

                      KAYNE ANDERSON MLP INVESTMENT COMPANY

                    SUPPLEMENTAL ANTIFRAUD CODE OF ETHICS FOR
                PRINCIPAL OFFICERS AND SENIOR FINANCIAL OFFICERS

The Board of Directors (the "Board") of Kayne Anderson MLP Investment Company
(the "Company") has adopted this Supplemental Antifraud Code of Ethics (the
"Code") for the Company's Principal Officers and Senior Financial Officers (the
"Covered Officers") to guide and remind the Covered Officers of their
responsibilities to the Company and its stockholders, other Covered Officers,
and governmental authorities. Covered Officers are expected to act in accordance
with the guidance and standards set forth in this Code.

For the purposes of this Code, the Company's Principal Officers and Senior
Financial Officers shall include: the Principal Executive Officer; the Principal
Financial Officer; the Principal Accounting Officer; the Controller; and any
persons performing similar functions on behalf of the Company, regardless of
whether such persons are employed by the Company or a third party.

This Code is intended to serve as the code of ethics described in Section 406 of
The Sarbanes-Oxley Act of 2002 and Form N-CSR. To the extent that a Covered
Officer is subject to the Company's code of ethics adopted pursuant to Rule
17j-1 (the "Rule 17j-1 Code") of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), this Code is intended to supplement and be
interpreted in the context of the Rule 17j-1 Code. This Code also should be
interpreted in the context of all applicable laws, regulations, the Company's
Charter and Bylaws, as amended, and all other governance and disclosure policies
and documents adopted by the Board. All Covered Officers must become familiar
and fully comply with this Code. Because this Code cannot and does not cover
every applicable law or provide answers to all questions that might arise, all
Covered Officers are expected to use common sense about what is right and wrong,
including a sense of when it is proper to seek guidance from others on the
appropriate course of conduct.

The purpose of this Code is to set standards for the Covered Officers that are
reasonably designed to deter wrongdoing and are necessary to promote:

      -     honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships;

      -     full, fair, accurate, timely, and understandable disclosure in
            reports and documents that the Company files with, or submits to,
            the Securities and Exchange Commission (the "SEC") and in any other
            public communications by the Company;

      -     compliance with applicable governmental laws, rules and regulations;

      -     the prompt internal reporting of violations of the Code to the
            appropriate persons as set forth in the Code; and

      -     accountability for adherence to the Code.



1.    HONEST AND ETHICAL CONDUCT

a.    HONESTY, DILIGENCE AND PROFESSIONAL RESPONSIBILITY

Covered Officers are expected to observe both the form and the spirit of the
ethical principles contained in this Code. Covered Officers must perform their
duties and responsibilities for the Company:

      -     with honesty, diligence, and a commitment to professional and
            ethical responsibility;

      -     carefully, thoroughly and in a timely manner; and

      -     in conformity with applicable professional and technical standards.

Covered Officers who are certified public accountants are expected carry out
their duties and responsibilities in a manner consistent with the principles
governing the accounting profession, including any guidelines or principles
issued by the Public Company Accounting Oversight Board or the American
Institute of Certified Public Accountants from time to time.

b.    OBJECTIVITY / AVOIDANCE OF UNDISCLOSED CONFLICTS OF INTEREST

Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest. A "conflict of interest" occurs when a Covered
Officer's private interest interferes with the interests of, or the Covered
Officer's service to, the Company. The overarching principle is that Covered
Officers are expected to maintain objectivity, to avoid undisclosed conflicts of
interest, and to not improperly place their personal interests before the
interests of the Company. In the performance of their duties and
responsibilities for the Company, Covered Officers must:

      -     not subordinate their judgment to personal gain and advantage, or be
            unduly influenced by their own interests or by the interests of
            others;

      -     avoid participation in any activity or relationship that constitutes
            a conflict of interest unless that conflict has been completely
            disclosed to affected parties;

      -     avoid participation in any activity or relationship that could
            create the appearance of a conflict of interest;

      -     avoid direct or indirect participation in any investment, interest,
            association, activity or relationship that may impair or appear to
            impair their objectivity;

      -     not use their personal influence or personal relationships
            improperly to influence investment decisions or financial reporting
            by the Company whereby they would benefit personally to the
            detriment of the Company;

      -     not cause the Company to take action, or fail to take action, for
            their individual personal benefit rather than the benefit of the
            Company; and

                                       2



      -     not receive, directly or indirectly (such as through a member of the
            Covered Officer's family), improper personal benefits as a result of
            his or her position with the Company.

Any Covered Officer who may be involved in a situation or activity that might be
a conflict of interest or give the appearance of a conflict of interest should
consider reporting such situation or activity using the reporting procedures set
forth in Section 4 of this Code. The Audit Committee will not be responsible for
monitoring or enforcing this conflict of interest policy, but rather each
Covered Officer is responsible for self-compliance with this conflict of
interest policy.

The following list provides examples of some potential conflict of interest
situations that should be reported using the reporting procedures set forth in
Section 4 of this Code; Covered Officers should keep in mind that these examples
are not exhaustive:

      -     service as a director on the board of any public company;

      -     the receipt of any gift in excess of $250 from any company with
            which the Company has current or prospective business dealings;

      -     the receipt of any entertainment from any company with which the
            Company has current or prospective business dealings unless such
            entertainment is business related, reasonable in cost, appropriate
            as to time and place, and not so frequent as to raise any question
            of impropriety;

      -     any ownership interest in, or any consulting or employment
            relationship with, any of the Company's service providers, other
            than its investment adviser, principal underwriter, administrator or
            any affiliated person thereof;

      -     a direct or indirect financial interest in commissions, transaction
            charges or spreads paid by the Company for effecting portfolio
            transactions or for selling or redeeming shares other than an
            interest arising from the Covered Officer's employment, such as
            compensation or equity ownership.

Although typically not presenting an opportunity for improper personal benefit,
conflicts may arise from, or as a result of, the contractual relationship
between the Company and the investment adviser of which a Covered Officer may
also be an officer or an employee. As a result, this Code recognizes that the
Covered Officers may, in the normal course of their duties (whether formally for
the Company or for the adviser, or for both), be involved in establishing
policies and implementing decisions that will have different effects on the
adviser and the Company. The participation of such Covered Officers in such
activities is inherent in the contractual relationship between the Company and
the adviser and is consistent with the performance by the Covered Officers of
their duties as officers of the Company. Thus, if performed in conformity with
the provisions of the Investment Company Act and the Investment Advisers Act of
1940, as amended (the "Investment Advisers Act"), such activities will be deemed
to have been handled ethically. Other conflicts of interest are covered by this
Code, even if such conflicts of interest are not subject to provisions in the
Investment Company Act and the Investment Advisers Act.

                                       3



c.    PREPARATION OF FINANCIAL STATEMENTS

Covered Officers must not knowingly make any misrepresentations regarding the
Company's financial statements or any facts in the preparation of the Company's
financial statements, and must comply with all applicable laws, standards,
principles, guidelines, rules and regulations in the preparation of the
Company's financial statements. This section is intended to prohibit:

      -     making, or permitting or directing another to make, materially false
            or misleading entries in the Company's financial statements or
            records;

      -     failing to correct the Company's financial statements or records
            that are materially false or misleading when he or she has the
            authority to record an entry; and

      -     signing, or permitting or directing another to sign, a document
            containing materially false or misleading financial information.

Covered Officers must be scrupulous in their application of generally accepted
accounting principles. No Covered Officer may (i) express an opinion or state
affirmatively that the financial statements or other financial data of the
Company are presented in conformity with generally accepted accounting
principles, or (ii) state that he or she is not aware of any material
modifications that should be made to such statements or data in order for them
to be in conformity with generally accepted accounting principles, if such
statements or data contain any departure from generally accepted accounting
principles then in effect in the United States.

Covered Officers must follow the laws, standards, principles, guidelines, rules
and regulations established by all applicable governmental bodies, commissions
or other regulatory agencies in the preparation of financial statements, records
and related information. If a Covered Officer prepares financial statements,
records or related information for purposes of reporting to such bodies,
commissions or regulatory agencies, the Covered Officer must follow the
requirements of such organizations in addition to generally accepted accounting
principles.

If a Covered Officer and his or her supervisor have a disagreement or dispute
relating to the preparation of financial statements or the recording of
transactions, the Covered Officer should take the following steps to ensure that
the situation does not constitute an impermissible subordination of judgment:

      -     The Covered Officer should consider whether (i) the entry or the
            failure to record a transaction in the records, or (ii) the
            financial statement presentation or the nature or omission of
            disclosure in the financial statements, as proposed by the
            supervisor, represents the use of an acceptable alternative and does
            not materially misrepresent the facts or result in an omission of a
            material fact. If, after appropriate research or consultation, the
            Covered Officer concludes that the matter has authoritative support
            and/or does not result in a material misrepresentation, the Covered
            Officer need do nothing further.

                                       4



      -     If the Covered Officer concludes that the financial statements or
            records could be materially misstated as a result of the
            supervisor's determination, the Covered Officer should follow the
            reporting procedures set forth in Section 4 of this Code.

d.    OBLIGATIONS TO THE INDEPENDENT AUDITOR OF THE COMPANY

In dealing with the Company's independent auditor, Covered Officers must be
candid and not knowingly misrepresent facts or knowingly fail to disclose
material facts, and must respond to specific inquiries and requests by the
Company's independent auditor.

Covered Officers must not take any action, or direct any person to take any
action, to fraudulently influence, coerce, manipulate or mislead the Company's
independent auditor in the performance of an audit of the Company's financial
statements for the purpose of rendering such financial statements materially
misleading.

2.    FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE

It is the Company's policy to provide full, fair, accurate, timely, and
understandable disclosure in reports and documents that the Company files with,
or submits to, the SEC and in any other public communications by the Company.
The Company has designed and implemented Disclosure Controls and Procedures to
carry out this policy.

Covered Officers are expected to use their best efforts to promote, facilitate,
and prepare full, fair, accurate, timely, and understandable disclosure in all
reports and documents that the Company files with, or submits to, the SEC and in
any other public communications by the Company.

Covered Officers must review the Company's Disclosure Controls and Procedures to
ensure they are aware of and carry out their duties and responsibilities in
accordance with the Disclosure Controls and Procedures and the public reporting
obligations of the Company. Covered Officers are responsible for monitoring the
integrity and effectiveness of the Company's Disclosure Controls and Procedures.

3.    COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

Covered Officers are expected to know, respect and comply with all laws, rules
and regulations applicable to the conduct of the Company's business. If a
Covered Officer is in doubt about the legality or propriety of an action,
business practice or policy, the Covered Officer should seek advice from the
Covered Officer's supervisor or the Company's legal counsel.

In the performance of their work, Covered Officers must not knowingly be a party
to any illegal activity or engage in acts that are discreditable to the Company.

Covered Officers are expected to promote the Company's compliance with
applicable laws, rules and regulations. To promote such compliance, Covered
Officers may establish and maintain mechanisms to educate employees carrying out
the finance and compliance functions of the

                                       5



Company about any applicable laws, rules or regulations that affect the
operation of the finance and compliance functions and the Company generally.

4.    REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR

Covered Officers should promptly report any conduct or actions by a Covered
Officer that do not comply with the law or with this Code, failure to do so is
itself a violation of this Code. Covered Officers and the Company shall adhere
to the following reporting procedures:

      -     Any Covered Officer who questions whether a situation, activity or
            practice is acceptable must immediately report such practice to the
            Principal Executive Officer of the Company (or to a Covered Officer
            who is the functional equivalent of this position) or to the
            Company's legal counsel. The person receiving the report shall
            consider the matter and respond to the Covered Officer within a
            reasonable amount of time.

      -     If the Covered Officer is not satisfied with the response of the
            Principal Executive Officer or counsel, the Covered Officer must
            report the matter to the Chairman of the Audit Committee. If the
            Chairman is unavailable, the Covered Officer may report the matter
            to any other member of the Audit Committee. The person receiving the
            report shall consider the matter, refer it to the full Audit
            Committee if he or she deems appropriate, and respond to the Covered
            Officer within a reasonable amount of time.

      -     If, after receiving a response, the Covered Officer concludes that
            appropriate action was not taken, he or she should consider any
            responsibility that may exist to communicate to third parties, such
            as regulatory authorities or the Company's independent auditor. In
            this matter, the Covered Officer may wish to consult with his or her
            own legal counsel.

      -     The Audit Committee and the Company will not be responsible for
            monitoring or enforcing this reporting of violations policy, but
            rather each Covered Officer is responsible for self-compliance with
            this reporting of violations policy.

      -     To the extent possible and as allowed by law, reports will be
            treated as confidential.

      -     If the Audit Committee determines that a Covered Officer violated
            this Code, failed to report a known or suspected violation of this
            Code, or provided intentionally false or malicious information in
            connection with an alleged violation of this Code, the Company may
            take disciplinary action against any such Covered Officer to the
            extent the Audit Committee deems appropriate. No Covered Officer
            will be disciplined for reporting a concern in good faith.

      -     The Company and the Audit Committee may report violations of the law
            to the appropriate authorities.

                                        6



5.    ACCOUNTABILITY AND APPLICABILITY

All Covered Officers will be held accountable for adherence to this Code. On an
annual basis, within 30 days of the beginning of each calendar year, each
Covered Officer shall certify in writing his or her receipt, familiarity and
commitment to compliance with this Code, by signing the Acknowledgment Form
(Appendix A to this Code). Covered Officers will not retaliate against any other
Covered Officer or any employee of the Company or their affiliated persons for
reports of potential violations that are made in good faith.

This Code is applicable to all Covered Officers, regardless of whether such
persons are employed by the Company or a third party. If a Covered Officer is
aware of a person ("Potential Officer") who may be considered a Covered Officer
as defined by this Code, the Covered Officer should inform legal counsel to the
Company of such Potential Officer so that a determination can be made regarding
whether such Potential Officer has completed or should complete an
Acknowledgment Form. However, the absence of such a determination will not be
deemed to relieve any person of his or her duties under this Code.

6.    DISCLOSURE OF THIS CODE

This Code shall be disclosed by at least one of the following methods in the
manner prescribed by the SEC, unless otherwise required by law:

      -     by filing a copy of the Code with the SEC;

      -     by posting the text of the Code on the Company's website; or

      -     by providing, without charge, a copy of the Code to any person upon
            request.

7.    WAIVERS

Any waiver of this Code, including an implicit waiver, that has been granted to
a Covered Officer, may be made only by the Board or a committee of the Board to
which such responsibility has been delegated, and must be disclosed by the
Company in the manner prescribed by law and as set forth above in Section 6
(Disclosure of this Code).

8.    AMENDMENTS

This Code may be amended by the affirmative vote of a majority of the Board. Any
amendment of this Code, must be disclosed by the Company in the manner
prescribed by law and as set forth above in Section 6 (Disclosure of this Code),
unless such amendment is deemed to be technical, administrative, or otherwise
non-substantive. Any amendments to this Code will be provided to the Covered
Officers.

*       *       *

[Approved by the Board of Directors on July 12, 2004.]

                                       7



APPENDIX A

KAYNE ANDERSON MLP INVESTMENT COMPANY (THE "COMPANY")

CERTIFICATION AND ACKNOWLEDGMENT OF RECEIPT OF SUPPLEMENTAL ANTIFRAUD CODE OF
ETHICS FOR PRINCIPAL OFFICERS AND SENIOR FINANCIAL OFFICERS

I acknowledge and certify that I have received a copy of the Company's
Supplemental Antifraud Code of Ethics for Principal Officers and Senior
Financial Officers (the "Code"). I understand and agree that it is my
responsibility to read and familiarize myself with the policies and procedures
contained in the Code and to abide by those policies and procedures.

I acknowledge my commitment to comply with the Code.

________________________________________     ____________________________
Officer Name (Please Print)                  Officer Signature

                                             ____________________________
                                             Date

EX-99.CERT

                                                                 EXHIBIT-99.CERT

                                 CERTIFICATIONS

I, Kevin S. McCarthy, certify that:

1. I have reviewed this report on Form N-CSR of Kayne Anderson MLP Investment
Company;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations, changes in net assets, and cash
flows (if the financial statements are required to include a statement of cash
flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940) and internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940) for the registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b)    Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of a
            date within 90 days prior to the filing date of this report based on
            such evaluation; and

      d)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the second
            fiscal quarter of the period covered by this report that has
            materially affected, or is reasonably likely to materially affect,
            the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize, and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Date: February 8, 2005

/s/ KEVIN S MCCARTHY
- --------------------
Kevin S. McCarthy
Chairman, President and Chief Executive Officer
(Principal Executive Officer)


                                 CERTIFICATIONS

I, Ralph Collins Walter, certify that:

1. I have reviewed this report on Form N-CSR of Kayne Anderson MLP Investment
Company;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations, changes in net assets, and cash
flows (if the financial statements are required to include a statement of cash
flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940) and internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940) for the registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b)    Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of a
            date within 90 days prior to the filing date of this report based on
            such evaluation; and

      d)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the second
            fiscal quarter of the period covered by this report that has
            materially affected, or is reasonably likely to materially affect,
            the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize, and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Date: February 8, 2005

/s/ RALPH COLLINS WALTER
- ------------------------
Ralph Collins Walter
Chief Financial Officer
(Principal Financial Officer)

EX-99.906 CERT

                                                             EXHIBIT-99.906 CERT

                           SECTION 906 CERTIFICATIONS

Kevin S. McCarthy, Principal Executive Officer, and Ralph Collins Walter,
Principal Financial Officer, of Kayne Anderson MLP Investment Company (the
"Company"), each certify to his knowledge that:

      1.    The Company's periodic report on Form N-CSR for the period ended
            November 30, 2004 (the "Report") fully complies with the
            requirements of Section 13(a) or 15(d) of the Securities Exchange
            Act of 1934; and

      2.    The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operation
            of the Fund.

February 8, 2005

/s/ KEVIN S. MCCARTHY                              /s/ RALPH COLLINS WALTER
- ----------------------                             ------------------------
Kevin S. McCarthy                                  Ralph Collins Walter
Chairman, President and Chief Executive Officer    Chief Financial Officer
(Principal Executive Officer)                      (Principal Financial Officer)

EX-99.VOTEREG

                                                              EXHIBIT-99.VOTEREG

                      KAYNE ANDERSON MLP INVESTMENT COMPANY

                                  PROXY VOTING

                             POLICIES AND PROCEDURES

I.    INTRODUCTION

Kayne Anderson MLP Investment Company (the "Company") is the beneficial owner of
its portfolio securities. The Company's Board of Directors (the "Board"), acting
on behalf of the Company, has the right and the fiduciary obligation to vote
proxies relating to the Company's portfolio securities in a manner consistent
with the best interests of the Company and its stockholders. Accordingly, the
Board has adopted these Proxy Voting Policies and Procedures with respect to
voting proxies relating to portfolio securities held by the Company (these
"Policies and Procedures").

II.   POLICY

      A.    Delegation to the Advisor.

            1.    The policy of the Company is to delegate the responsibility
                  for voting proxies relating to portfolio securities held by
                  the Company to Kayne Anderson Capital Advisors, L.P. (the
                  "Advisor") as a part of the Advisor's general management of
                  the Company, subject to the Board's continuing oversight.

            2.    The policy of the Company is also to adopt the policies and
                  procedures used by the Advisor to vote proxies relating to
                  portfolio securities held by its clients, including the
                  Company (the "Advisor's Policies and Procedures").

III.  FIDUCIARY DUTY

The right to vote proxies with respect to portfolio securities held by the
Company is an asset of the Company. The Advisor acts as a fiduciary of the
Company and must vote proxies in a manner consistent with the best interest of
the Company and its stockholders.

IV.   PROXY VOTING PROCEDURES

      A.    Annual Presentation of Proxy Voting Policies to the Board. At least
annually, the Advisor shall present to the Board for its review the Advisor's
Policies and Procedures. In addition, the Advisor shall notify the Board
promptly of material changes to the Advisor's Policies and Procedures.

      B.    Annual Presentation of Proxy Voting Record to the Board. At least
annually, the Advisor shall provide to the Board a record of each proxy voted
with respect to portfolio securities held by the Company during the year. With
respect to those proxies that the Advisor has identified as involving a conflict
of interest, the Advisor shall submit a separate report indicating the nature of
the conflict of interest and how that conflict was resolved with respect to the
voting of the proxy. For this purpose, a "conflict of interest" shall be deemed
to occur when the Advisor, or an affiliated person of the Advisor, has a
financial interest in a matter presented by a proxy to be voted on behalf of the
Company, other than the obligation the Advisor incurs as investment advisor to
the Company, which may compromise the Advisor's independence of judgment and
action in voting the proxy.

      C.    Resolution of Conflicts of Interest. Where a proxy proposal raises a
material conflict of interest between the interests of the Advisor, or an
affiliated person of the Advisor, and those of the Company, the Advisor shall
resolve such conflict in the manner described in the Advisor's Policies and
Procedures. If the Advisor determines that such conflict prevents the Advisor
from determining how to vote on the proxy proposal in the best interests of the
Company, the Advisor shall either:



            1.    Vote in Accordance with a Predetermined Specific Policy. To
                  the extent that the Advisor's Policies and Procedures include
                  a pre-determined voting policy for various types of proposals
                  and the Advisor has little or no discretion to deviate from
                  such policy with respect to the proposal in question, the
                  Advisor shall vote in accordance with such pre-determined
                  voting policy.

            2.    Notify and Obtain Consent of the Board. To the extent that the
                  Advisor's Policies and Procedures include a pre-determined
                  voting policy for various proposals and the Advisor has
                  discretion to deviate from such policy, the Advisor shall
                  disclose the conflict to the Board and obtain the Board's
                  consent to the proposed vote prior to voting on such proposal.

                  a.    Detailed Disclosure to the Board. To enable the Board to
                        make an informed decision regarding the vote in
                        question, such disclosure to the Board shall include
                        sufficient detail regarding the matter to be voted on
                        and the nature of the conflict. When the Board does not
                        respond to such a conflict disclosure request or denies
                        the request, the Advisor shall abstain from voting the
                        securities held by the Company.

V.    REVOCATION OF AUTHORITY TO VOTE

The delegation by the Board of the authority to vote proxies relating to
portfolio securities held by the Company may be revoked by the Board, in whole
or in part, at any time.

VI.   ANNUAL FILING OF PROXY VOTING RECORD

The Company shall file an annual report of each proxy voted with respect to
portfolio securities held by the Company during the twelve-month period ended
June 30 on Form N-PX not later than August 31 of each year.(1)

VII.  PROXY VOTING DISCLOSURES

      A.    The Company shall include in its Form N-CSR (certified shareholder
report) a description of these Policies and Procedures and of the Advisor's
Polices and Procedures.(2)

      B.    The Company shall include in its Annual and Semi-Annual Reports to
            shareholders:

            1.    A statement that a description of these Policies and
                  Procedures is available without charge, upon request, by
                  calling the Company's toll-free telephone number or through a
                  specified Internet address, and on the SEC website.

            2.    A statement that information regarding how the Company voted
                  proxies relating to portfolio securities held by the Company
                  during the most recent 12-month period ended June 30 is
                  available without charge, upon request, by calling the
                  Company's toll-free telephone number (or through a specified
                  Internet address or both) and on the SEC website.(3)

Approved by the Board on August 26, 2004.

- ------------------------------
(1) The first report on Form N-PX shall be for the twelve-month period ended
June 30, 2005 and shall be filed on or before August 31, 2005.

(2) This disclosure shall be included in the Form N-CSR next filed on behalf of
the Company (expected to be filed on or around January 31, 2005).

(3) This disclosure shall be included in the report filed on behalf of the Funds
after August 31, 2005.

                                       2

EX-99.VOTEADV

                                                              EXHIBIT-99 VOTEADV



                               PROXY VOTING POLICY


POLICY

Kayne Anderson Capital Advisors, L.P. ("KACALP") votes client proxies in the
interest of maximizing shareholder value. To that end, KACALP votes in a way
that it believes, consistent with its fiduciary duty, will cause the value of
the issue to increase the most or decline the least. Consideration is given to
both the short and long term implications of the proposal to be voted on when
considering the optimal vote.

Any general or specific proxy voting guidelines provided by an advisory client
or its designated agent in writing supersede this policy. Clients may wish to
have their proxies voted by an independent third party or other named fiduciary
or agent, at the client's cost.

PROCEDURES FOR IDENTIFICATION AND VOTING OF PROXIES

A Proxy Committee comprised of Marilynn Moscrip, Director of Partnership
Services, Thomas McKeown, Compliance Director, and David Shladovsky, General
Counsel, are responsible for ensuring that this policy is adhered to and for
voting KACALP client proxies.

These proxy voting procedures are designed to enable KACALP to resolve material
conflicts of interest with clients before voting their proxies in the interest
of shareholder value.

        1.     KACALP maintains a list of all clients for which it votes
               proxies. The list will be maintained either in hard copy or
               electronically.

        2.     KACALP works with the client to ensure that KACALP is the
               designated party to receive proxy voting materials from companies
               or intermediaries. To that end, new account forms of
               broker-dealers/custodians state that KACALP should receive this
               documentation. The designation may also be made by telephoning
               contacts and/or client service representatives at
               broker-dealers/custodians.

        3.     The Proxy Committee receives all proxy voting materials and is
               responsible for ensuring that proxies are voted and submitted in
               a timely manner.

        4.     The vast majority of KACALP's investment activities are for the
               benefit of accounts for which it serves as general partner.
               KACALP votes proxies for such accounts. The Proxy Committee
               reviews the list of clients and compare the record date of the
               proxies with a security holdings list for the security or company
               soliciting the proxy vote. For any separate account clients who
               has provided specific voting instructions, the Proxy Committee
               votes that client's proxy in accordance with the client's written
               instructions. Proxies of separate account clients who have
               selected a third party to vote proxies, and whose proxies were
               received by KACALP, are forwarded to the designee for voting and
               submission. Proxies received after the separate account
               termination date of a client relationship are not voted. Such
               proxies are delivered to the last known address of the client or
               to the intermediary who distributed the proxy with a written or
               oral




               statement indicating that the advisory relationship has been
               terminated and that future proxies for the named client should
               not be delivered to KACALP.

        5.     The Proxy Committee assesses any material conflicts between
               KACALP's interests and those of its clients with respect to proxy
               voting by considering the situations identified in the Conflicts
               of Interest section of this document.

        6.     So long as there are no material conflicts of interest
               identified, KACALP votes proxies according to the policy set
               forth above based on the advice of the portfolio manager
               responsible for the position. KACALP elects to abstain from
               voting if it deems such abstinence in its clients' best
               interests. The rationale for "abstain" votes is documented and
               the documentation is maintained in the permanent file.

        7.     If the Proxy Committee detects a conflict of interest that it
               cannot reasonably resolve itself, KACALP, at its expense, engages
               the services of an outside proxy voting service or consultant who
               will provide an independent recommendation on the direction in
               which KACALP should vote on the proposal. The proxy voting
               service's or consultant's determination is binding on KACALP.
               Alternatively, KACALP may make a voting determination based on
               the advice of GC or outside counsel concerning the conflict of
               interest.

        8.     The Proxy Committee collects and submits the proxy votes in a
               timely manner.

        9.     All proxy votes are recorded and the following information is
               maintained:

               a.     The name of the issuer of the portfolio security;

               b.     The exchange ticker symbol of the portfolio security;

               c.     The Council on Uniform Securities Identification
                      Procedures ("CUSIP") number for the portfolio security;

               d.     The shareholder meeting date;

               e.     The number of shares KACALP is voting on a firm-wide
                      basis;

               f.     A brief identification of the matter voted on;

               g.     Whether the matter was proposed by the issuer or by a
                      security holder;

               h.     Whether or not KACALP cast its vote on the matter;

               i.     How KACALP cast its vote (e.g., for or against proposal,
                      or abstain; for or withhold regarding election of
                      directors);

               j.     Whether KACALP cast its vote with or against management;
                      and

               k.     Whether any client requested an alternative vote of its
                      proxy.




               l.     The resolution of any conflict of interest, if applicable.

        In the event that KACALP votes the same proxy in two directions, it
        maintains documentation to support its voting (this may occur if a
        client requires KACALP to vote a certain way on an issue, while KACALP
        deems it beneficial to vote in the opposite direction for its other
        clients) in the permanent file.

POTENTIAL CONFLICTS OF INTEREST

Although KACALP has not currently identified any material conflicts of interest
that would affect its proxy voting decisions, it is aware of the following
potential conflicts that could exist in the future:

- -       CONFLICT: KACALP retains an institutional client, or is in the process
        of retaining an institutional client that is affiliated with an issuer
        that is held in KACALP's client portfolios. This type of relationship
        may influence KACALP to vote with management on proxies to gain favor
        with management. Such favor may influence KACALP's decision to continue
        its advisory relationship with KACALP.

- -       CONFLICT: KACALP retains a client, or is in the process of retaining a
        client that is an officer or director of an issuer that is held in
        KACALP's client portfolios. The similar conflicts of interest exist in
        this relationship as discussed above.

- -       CONFLICT: KACALP's employees maintain a personal and/or business
        relationship (not an advisory relationship) with issuers or individuals
        that serve as officers or directors of issuers. For example, the spouse
        of an KACALP employee may be a high-level executive of an issuer that is
        held in KACALP's client portfolios. The spouse could attempt to
        influence KACALP to vote in favor of management.

- -       CONFLICT: KACALP or an employee(s) personally owns a significant number
        of an issuer's securities that are also held in KACALP's client
        portfolios. For any number of reasons, an employee(s) may seek to vote
        proxies in a different direction for his/her personal holdings than
        would otherwise be warranted by the proxy voting policy. The employee(s)
        could oppose voting the proxies according to the policy and successfully
        influence KACALP to vote proxies in contradiction to the policy.

- -       CONFLICT: KACALP or its affiliate has a financial interest in the
        outcome of a vote.

RESOLUTION: Upon the detection of a material conflict of interest, the procedure
described under Item 7 of the Procedures for Identification and Voting of
Proxies section above are followed.

Due to the difficulty of predicting and identifying all material conflicts,
KACALP relies on its employees to notify the Proxy Committee of any material
conflict that may impair KACALP's ability to vote proxies in an objective
manner. Upon such notification, the Proxy Committee notifies its legal counsel
of the conflict who will recommend an appropriate course of action. In addition,
any attempts by others within KACALP to influence the voting of client proxies
in a manner that is inconsistent with the proxy voting policy is reported to GC.




RECORDKEEPING

KACALP maintains all proxy voting related documentation described for a period
of not less than five (5) years, the first two (2) years at its principal place
of business. The Director of [Partnership Services] is responsible for the
following procedures and for ensuring that the required documentation is
retained.

Client Requests to Review Proxy Votes

        -      Any request, whether written (including e-mail) or oral, received
               by any employee of KACALP, is timely reported to the Proxy
               Committee. All written requests must be retained in the permanent
               file.

        -      The Proxy Committee records the identity of the client, the date
               of the request, and the disposition (e.g., provided a written or
               oral response to client's request, referred to third party, not a
               proxy voting client, other dispositions, etc.) in a suitable
               place.

        -      In order to facilitate the management of proxy voting record
               keeping process, and to facilitate dissemination of such proxy
               voting records to clients, the Proxy Committee distributes to any
               client requesting proxy voting information the complete proxy
               voting record of KACALP for the period requested. Reports
               containing proxy information of only those issuers held by a
               certain client are not created or distributed.

               Any report disseminated to a client(s) contains a legend in
               substantially the following form:

                      "This report contains the full proxy voting record of
                      KACALP. If securities of a particular issuer were held in
                      your account on the date of the shareholder meeting
                      indicated, your proxy was voted in the direction indicated
                      (absent your expressed written direction otherwise)."

        -      Furnish the information requested, free of charge, to the client
               within a reasonable time period (within 10 business days).
               Maintain a copy of the written record provided in response to
               client's written (including e-mail) or oral request. A copy of
               the written response should be attached and maintained with the
               client's written request, if applicable and maintained in the
               permanent file.

        -      Clients are permitted to request the proxy voting record for the
               5-year period prior to their request.

DISCLOSURE

        -      KACALP ensures that Part II of Form ADV is updated as necessary
               to reflect: (i) all material changes to the Proxy Voting Policy
               and Procedures; and (ii) regulatory requirements.




PROXY SOLICITATION

As a matter of practice, it is KACALP's policy to not reveal or disclose to any
client how the Adviser may have voted (or intends to vote) on a particular proxy
until after such proxies have been counted at a shareholder's meeting.

The Proxy Committee is to be promptly informed of the receipt of any
solicitation from any person to vote proxies on behalf of clients. At no time
may any employee accept any remuneration in the solicitation of proxies.