KAYNE ANDERSON MLP INVESTMENT COMPANY
Automatic Dividend Reinvestment Plan
Kayne Anderson MLP Investment Company, a Maryland corporation
(the "Company"), hereby adopts the following plan (the "Plan") with
respect to distributions declared by its Board of Directors (the
"Board") on shares of its Common Stock:
1. Unless a stockholder specifically elects to receive cash as
set forth below, all distributions hereafter declared by the Board
shall be payable in shares of the Common Stock of the Company, and
no action shall be required on such stockholder's part to receive a
distribution in stock.
2. Such distributions shall be payable on such date or dates as
may be fixed from time to time by the Board to stockholders of
record at the close of business on the record date(s) established
by the Board for the distribution involved.
3. The Company may use newly-issued shares of its Common Stock
or purchase shares in the open market in connection with the
implementation of the plan. The number of shares to be issued to a
stockholder shall be based on share price equal to 95% of the
closing price of the Company's Common Stock one day prior to the
dividend payment date.
4. The Board may, in its sole discretion, instruct the Company
to purchase shares of its Common Stock in the open market in
connection with the implementation of the Plan as follows: If the
Company's Common Stock is trading below net asset value at the time
of valuation, upon notice from the Company, the Plan Administrator
(as defined below) will receive the dividend or distribution in
cash and will purchase Common Stock in the open market, on the New
York Stock Exchange or elsewhere, for the Participants' accounts,
except that the Plan Administrator will endeavor to terminate
purchases in the open market and cause the Company to issue the
remaining shares if, following the commencement of the purchases,
the market value of the shares, including brokerage commissions,
exceeds the net asset value at the time of valuation. These
remaining shares will be issued by the Company at a price equal to
the greater of (i) the net asset value at the time of valuation or
(ii) 95% of the then current market price.
5. In a case where the Plan Administrator has terminated open
market purchases and caused the issuance of remaining shares by the
Company, the number of shares received by the participant in
respect of the cash dividend or distribution will be based on the
weighted average of prices paid for shares purchased in the open
market, including brokerage commissions, and the price at which the
Company issues the remaining shares. To the extent that the Plan
Administrator is unable to terminate purchases in the open market
before the Plan Administrator has completed its purchases, or
remaining shares cannot be issued by the Company because the
Company declared a dividend or distribution payable only in cash,
and the market price exceeds the net asset value of the shares, the
average share purchase price paid by the Plan Administrator may
exceed the net asset value of the shares, resulting in the
acquisition of fewer shares than if the dividend or distribution
had been paid in shares issued by the Company.
6. A stockholder may, however, elect to receive his or its
distributions in cash. To exercise this option, such stockholder
shall notify American Stock Transfer & Trust Company, the plan
administrator and the Company's transfer agent and registrar
(collectively the "Plan Administrator"), in writing so that such
notice is received by the Plan Administrator no later than the
record date fixed by the Board for the distribution involved.
7. The Plan Administrator will set up an account for shares
acquired pursuant to the Plan for each stockholder who has not so
elected to receive dividends and distributions in cash (each, a
"Participant"). The Plan Administrator may hold each Participant's
shares, together with the shares of other Participants, in
non-certificated form in the Plan Administrator's name or that of
its nominee. Upon request by a Participant, received no later than
three (3) days prior to the payable date, the Plan Administrator
will, instead of crediting shares to and/or carrying shares in a
Participant's account, issue, without charge to the Participant, a
certificate registered in the Participant's name for the number of
whole shares payable to the Participant and a check for any
fractional share less a broker commission on the sale of such
fractional shares. If a request to terminate a Participant's
participation in the Plan is received less than three (3) days
before the payable date, dividends and distributions for that
payable date will be reinvested. However, subsequent dividends and
distributions will be paid to the Participant in cash.
8. The Plan Administrator will confirm to each Participant each
acquisition made pursuant to the Plan as soon as practicable but
not later than ten (10) business days after the date thereof.
Although each Participant may from time to time have an undivided
fractional interest (computed to three decimal places) in a share
of Common Stock of the Company, no certificates for a fractional
share will be issued. However, dividends and distributions on
fractional shares will be credited to each Participant's account.
In the event of termination of a Participant's account under the
Plan, the Plan Administrator will adjust for any such undivided
fractional interest in cash at the market value of the Company's
shares at the time of termination.
9. The Plan Administrator will forward to each Participant any
Company related proxy solicitation materials and each Company
report or other communication to stockholders, and will vote any
shares held by it under the Plan in accordance with the
instructions set forth on proxies returned by Participants to the
Company.
10. In the event that the Company makes available to its
stockholders rights to purchase additional shares or other
securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares held
by the Participant in certificated form in calculating the number
of rights to be issued to the Participant.
11. The Plan Administrator's service fee, if any, and expenses
for administering the Plan will be paid for by the Company.
12. Each Participant may terminate his or its account under the
Plan by so notifying the Plan Administrator via the Plan
Administrator's website at www.amstock.com, by filling out the
transaction request form located at the bottom of the Participant's
Statement and sending it to American Stock Transfer and Trust
Company, P.O. Box 922, Wall Street Station, New York, NY 10269-0560
or by calling the Plan Administrator at (888) 888-0317. Such
termination will be effective immediately. The Plan may be
terminated by the Company upon notice in writing mailed to each
Participant at least 30 days prior to any record date for the
payment of any dividend or distribution by the Company. Upon any
termination, the Plan Administrator will cause a certificate or
certificates to be issued for the full shares held for the
Participant under the Plan and a cash adjustment for any fractional
share to be delivered to the Participant without charge to the
Participant. If a Participant elects by his or its written notice
to the Plan Administrator in advance of termination to have the
Plan Administrator sell part or all of his or its shares and remit
the proceeds to the Participant, the Plan Administrator is
authorized to deduct a $15.00 transaction fee plus a $0.10 per
share brokerage commission from the proceeds.
13. These terms and conditions may be amended or supplemented by
the Company at any time but, except when necessary or appropriate
to comply with applicable law or the rules or policies of the
Securities and Exchange Commission or any other regulatory
authority, only by mailing to each Participant appropriate written
notice at least 30 days prior to the effective date thereof. The
amendment or supplement shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Plan
Administrator receives written notice of the termination of his or
its account under the Plan. Any such amendment may include an
appointment by the Plan Administrator in its place and stead of a
successor agent under these terms and conditions, with full power
and authority to perform all or any of the acts to be performed by
the Plan Administrator under these terms and conditions. Upon any
such appointment of any agent for the purpose of receiving
dividends and distributions, the Company will be authorized to pay
to such successor agent, for each Participant's account, all
dividends and distributions payable on shares of the Company held
in the Participant's name or under the Plan for retention or
application by such successor agent as provided in these terms and
conditions.
14. The Plan Administrator will at all times act in good faith
and use its best efforts within reasonable limits to ensure its
full and timely performance of all services to be performed by it
under this Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to
errors unless such error is caused by the Plan Administrator's
negligence, bad faith, or willful misconduct or that of its
employees or agents.
15. These terms and conditions shall be governed by the laws of
the State of Maryland.
Adopted: September 27, 2004
Amended: December 13, 2005
Amended: March 12, 2009