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David A. Hearth, Esq. Paul, Hastings, Janofsky & Walker LLP 55 Second Street, 24th Floor San Francisco, California 94105-3441 (415) 856-7000		John A. MacKinnon, Esq. Sidley Austin Brown & Wood LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300

				Proposed Maximum		Proposed Maximum		Amount of
Title of Securities		Amount Being		Offering Price		Aggregate		Registration
Being Registered		Registered		Per Unit(1)		Offering Price(1)		Fee(2)
Common Stock, $0.001 par value per share		40,000		$25.00		$1,000,000		$117.70

(1)	Estimated pursuant to Rule 457 solely for the purpose of determining the registration fee.
(2)	Previously paid.

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	Facing Sheet
	Contents of the Registration Statement
	Part A — Prospectus of the Registrant
	Part B — Statement of Additional Information of the Registrant
	Part C — Other Information
	Signature Page
	Exhibits

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

		Per Share		Total(3)
Public Offering Price		$			$
Sales Load (1)		$			$
Proceeds, Before Expenses, To Us (2)		$			$

(1)	The aggregate compensation to the underwriters will be $        , which will consist solely of the sales load.
(2)	We estimate that we will incur approximately $        in expenses in connection with this offering.
(3)	The underwriters also may purchase up to an additional                  shares at the public offering price, less the sales load, within 45 days from the date of this prospectus to cover over-allotments. If all such shares are purchased, the total public offering price will be $        , the total sales load will be $        and the total proceeds, before expenses, to us will be $        .

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		Page
Prospectus Summary			1
The Offering			8
Kayne Anderson MLP Investment Company			12
Fees and Expenses			13
Financial Highlights			16
Selected Financial Results			17
Schedule of Investments			18
Market and Net Asset Value Information			22
Use of Proceeds			23
Capitalization			24
Risk Factors			25
Forward-Looking Statements			38
Dividends			39
Dividend Reinvestment Plan			40
Investment Objective and Policies			41
Use of Leverage			51
Management			54
Net Asset Value			61
Description of Capital Stock			63
Description of Senior Notes and Borrowings			65
Our Structure; Common Stock Repurchases and Change in Our Structure			68
Tax Matters			70
Plan of Distribution			73
Underwriting			74
Transfer Agent and Dividend-Paying Agent			76
Administrator, Custodian and Fund Accountant			76
Legal Opinions			76
Table of Contents of Our Statement of Additional Information			77
EXHIBIT 99.N

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Stockholder Transaction Expenses:
Sales Load Paid by You (as a percentage of offering price)		[     ]%
Offering Expenses Borne by Us (as a percentage of offering price)(1)		[     ]%
Dividend Reinvestment Plan Fees		None(2)

Annual Expenses:
Management Fees(3)			2.73%
Leverage Costs(4)(7)			1.83%
Other Expenses (exclusive of current and deferred income tax expenses)			0.35%
	Annual Expenses (exclusive of current and deferred income tax expenses)		4.92%
Current Income Tax Expense(5)			0.11%
Deferred Income Tax Expense(6)			3.84%
Total Annual Expenses (including current and deferred income tax expenses)			8.87%

(1)	We may choose to offer additional Senior Notes or ARP Shares subsequent to this offering of common stock. Offering costs of the ARP Shares are expensed in the year of issuance. Offering costs of the Senior Notes are capitalized and amortized over the life of the Senior Notes (currently, 40 years). If we offer additional ARP Shares, the costs of that offering, estimated to be approximately 1.0% of the total dollar amount of such offering (including the sales load paid to the underwriters in connection with such offering), will be borne immediately by holders of common stock and result in a reduction of net asset value of the common stock. Assuming the issuance of ARP Shares in an amount that will increase our total outstanding leverage to 30% of our capital (after their issuance) these offering costs (including the sales load paid to the underwriters in connection with such offering) are estimated to be approximately $1.6 million, or $0.04 per share of common stock. These offering costs are not included among the expenses shown in the Annual Expense table.
(2)	You will pay brokerage charges if you direct American Stock Transfer & Trust Company, as agent for our common stockholders, to sell your common stock held in a dividend reinvestment account.
(3)	Represents the basic fee payable to Kayne Anderson (i.e., 1.75%). The Management Fees as a percentage of average net assets attributable to our common stock may be as low as 1.17% or as high as 4.30%, based on our relative investment performance. See “Management — Investment Management Agreement” at page 58.
(4)	Leverage Costs in the table reflect the offering expense borne by us in connection with issuance of leverage, as well as the weighted average cost to us of the Senior Notes and ARP Shares, expressed as a percentage of our net assets, based on interest rates and dividend rates in effect as of August 31, 2005, which rates were as follows: Senior Notes Series A, 3.53%; Senior Notes Series B, 3.52%; Senior Notes Series C, 3.53%; and ARP Shares, 3.60%. Because interest payment obligations on the Senior Notes and dividend payment obligations on the ARP Shares have been hedged in part by interest rate swap agreements, and the interest payable under the swap agreements currently exceeds the interest payment obligations on the Senior Notes and the dividend payment obligations on the ARP Shares, the estimated Leverage Costs are adjusted for the rates expected to be payable under the interest rate swap agreements.

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(5)	We pay current income taxes based on our net investment income/(loss) and our realized gains. As this expense is based on the amount of realized gains in the portfolio, which cannot be accurately forecast for the remainder of the fiscal year, the current tax expense in the table above is calculated based on actual income taxes paid as of May 31, 2005. If this expense is annualized, based on the six months ended May 31, 2005, the current tax expense would be 0.23%.
(6)	We accrue deferred taxes on our unrealized gains. For the most recent fiscal year, which began September 28, 2004 and ended November 30, 2004, our net increase in unrealized gains (before taxes) was $9.5 million and we accrued $3.8 million in deferred taxes on our unrealized gains and deferred tax benefit from organizational expenses. For the six months ended May 31, 2005, our net increase in unrealized gains (before taxes) was $104.7 million and we accrued $40.2 million in deferred taxes on our unrealized gains (also includes the tax impact of amortization of capitalized organizational expenses). As this expense is based on the amount of unrealized gains in the portfolio, which cannot be accurately forecast for the remainder of the fiscal year, the deferred tax expense in the table above is calculated based on actual gains for the six months ended May 31, 2005, assuming a total income tax rate of 38.5%. If this expense is annualized, based on the six months ended May 31, 2005, the deferred tax expense would be 7.68%.
(7)	The table presented in this footnote estimates what our annual expenses would be, stated as percentages of our net assets attributable to our common stock but, unlike the table above, assumes that we do not add any additional leverage to the amount currently outstanding. In accordance with these assumptions, our expenses would be estimated as follows:

Annual Expenses:
Management Fees(1)			2.47%
Leverage Costs(2)			1.31%
Other Expenses (exclusive of current and deferred income tax expenses)			0.31%
	Annual Expenses (exclusive of current and deferred income tax expenses)		4.09%
Current Income Tax Expense(3)			0.11%
Deferred Income Tax Expense(4)			3.84%
Total Annual Expenses (including current and deferred income tax expenses)			8.05%

	(1)	Represents the basic fee payable to Kayne Anderson (i.e., 1.75%). The Management Fees as a percentage of average net assets attributable to our common stock may be as low as 1.06% or as high as 3.89% at August 31, 2005 leverage levels, based on our relative investment performance. See “Management — Investment Management Agreement” at page 58.
	(2)	Leverage Costs in the table reflect the offering expense borne by us in connection with issuance of leverage, as well as the weighted average cost to us of the Senior Notes and ARP Shares, expressed as a percentage of our net assets, based on interest rates and dividend rates in effect as of August 31, 2005, which rates were as follows: Senior Notes Series A, 3.53%; Senior Notes Series B, 3.52%; Senior Notes Series C, 3.53%; and ARP Shares, 3.60%. Because interest payment obligations on the Senior Notes and dividend payment obligations on the ARP Shares have been hedged in part by interest rate swap agreements, and the interest payable under the swap agreements currently exceeds the interest payment obligations on the Senior Notes and the dividend payment obligations on the ARP Shares, the estimated Leverage Costs are adjusted for the rates expected to be payable under the interest rate swap agreements. Offering costs of the ARP Shares are expensed in the year of their issuance. Offering costs of the Senior Notes are capitalized and amortized over the life of the Senior Notes (currently, 40 years).

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	(3)	We pay current income taxes based on our net investment income/(loss) and our realized gains. As this expense is based on the amount of realized gains in the portfolio, which cannot be accurately forecast for the remainder of the fiscal year, the current tax expense in the table above is calculated based on actual income taxes paid as of May 31, 2005. If this expense is annualized, based on the six months ended May 31, 2005, the current tax expense would be 0.23%.
	(4)	We accrue deferred taxes on our unrealized gains. For the most recent fiscal year, which began September 28, 2004 and ended November 30, 2004, our net increase in unrealized gains (before taxes) was $9.5 million and we accrued $3.8 million in deferred taxes on our unrealized gains and deferred tax benefit from organizational expenses. For the six months ended May 31, 2005, our net increase in unrealized gains (before taxes) was $104.7 million and we accrued $40.2 million in deferred taxes on our unrealized gains (also includes the tax impact of amortization of capitalized organizational expenses). As this expense is based on the amount of unrealized gains in the portfolio, which cannot be accurately forecast for the remainder of the fiscal year, the deferred tax expense in the table above is calculated based on actual gains for the six months ended May 31, 2005, assuming a total income tax rate of 38.5%. If this expense is annualized, based on the six months ended May 31, 2005, the deferred tax expense would be 7.68%.

		1 Year		3 Years		5 Years		10 Years
Before tax(1)		$[     ]		$[     ]		$[     ]		$[     ]
After tax(1)(2)		$[     ]		$[     ]		$[     ]		$[     ]

	(1)	Expenses include basic Management Fee payable to Kayne Anderson (i.e., 1.75%). The Management Fee as a percentage of average net assets attributable to our common stock may be as low as 1.17% or as high as 4.30%, based on our relative investment performance.
	(2)	Taxes calculated based on an assumed 5% annual increase in net assets.

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				For the Six				For the Period
				Months Ended				September 28, 2004(1)
				May 31, 2005				through
				(unaudited)				November 30, 2004
				($ amounts in 000’s,
				except per share data)
Per Share Performance of Common Stock
	Net asset value, beginning of period			$	23.91			$	23.70	(2)
	Underwriting discounts and offering costs on the issuance of preferred stock				(0.03	)			—
	Income from investment operations
		Net investment income/(loss)			(0.04	)(3)			0.02	(4)
		Net realized and unrealized gain on investments, securities sold short, options and interest rate swap contracts			2.02	(3)			0.19	(4)
		Total income from investment operations			1.98				0.21
	Dividends — Preferred Stockholders
		Dividends			(0.01	)(5)			—
	Dividends — Common Stockholders
		Dividends			(0.66	)(5)			—
	Net asset value, end of period			$	25.19			$	23.91
	Per share of common stock market value, end of period			$	26.00			$	24.90
	Total investment return based on common stock market value(6)				7.26	%			(0.40	)%
	Total investment return based on net asset value(7)				20.13	%			5.05	%
Supplemental Data and Ratios
	Net assets applicable to common stockholders, end of period			$	848,342			$	792,836
	Ratio of expenses to average net assets (including current and deferred income tax expenses)(8)				11.84	%(9)			4.73	%(9)
	Ratio of expenses to average net assets (exclusive of current and deferred income tax expenses)(8)				1.76	%(9)			1.20	%(9)
	Ratio of expenses, excluding non-recurring organizational expenses, to average net assets				1.76	%(9)			1.08	%(9)
	Ratio of expenses, excluding taxes and interest expenses, to average net assets				1.26	%(9)			—
	Ratio of net investment income to average net assets, after taxes				(0.21	)%(9)			0.50	%(9)
	Portfolio turnover rate				13.72	%(10)			11.78	%(10)
	Auction Rate Senior Notes outstanding, end of period			$	260,000				—
	Auction Rate Preferred Stock, end of period			$	75,000				—
	Borrowings outstanding per share of common stock, end of period			$	7.72				—
	Common stock per share, excluding borrowings, end of period			$	32.91				—
	Asset coverage, per $1,000 of principal amount of Auction Rate Senior Notes
		Series A, B and C			426.22	%			—
	Asset coverage, per $25,000 of liquidation value per share of Auction Rate Preferred Stock				353.19	%			—
	Average amount of borrowings outstanding per share of common stock during the period			$	3.57	(3)			—

(1)	Commencement of operations.
(2)	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.
(3)	Based on average shares of common stock outstanding of 33,400,589.
(4)	Information presented relates to a share of common stock outstanding for the entire period.
(5)	The character of dividends made during the year may differ from their ultimate characterization for federal income tax purposes. We are unable to make final determinations as to the character of the dividend until after the calendar year.
(6)	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.
(7)	Assumes re-investment of dividends.
(8)	For the period from September 28, 2004 through November 30, 2004, our current income tax expense was $0.8 million and we accrued $3.8 million in deferred taxes on our unrealized gains and deferred tax benefit from organizational expenses. For the first six months of this fiscal year, which began on December 1, 2004, we accrued $40.2 million in deferred taxes on our unrealized gains.
(9)	Annualized.

(10)	Amount not annualized. Calculated based on the sales of $115,606 and $16,880, respectively, of long-term investments divided by the average long-term investment balance of $842,413 and $143,328 respectively.

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				12/1/2004 -				9/28/2004 -
				5/31/2005				11/30/2004
				(unaudited)
				($ in 000s, except per
				share data)
Selected Statement of Operations Items
Income
	Dividends and Distributions			$	21,029			$	2,210
	Return of Capital				(18,212	)			(1,670	)
	Net Dividends and Distributions				2,817				540
	Interest				3,008				2,068
		Total Investment Income			5,825				2,608
Net Investment Income/(Loss)					(850	)			645
Net Realized Gains					2,777				414
Net Change in Unrealized Gains					64,531				5,717
Net Increase in Net Assets Applicable to Common Stockholders from Operations					66,131				6,776

		As of				As of
		5/31/2005				11/30/2004
		(unaudited)
Selected Statement of Assets and Liabilities Items
Total Investments		$	1,234,071			$	804,646
Total Assets			1,244,452				807,797
Total Debt			260,000				—
Preferred Stock			75,000				—
Total Net Assets			848,342				792,836

						9/28/2004 -
						5/31/2005
						(unaudited)
Per Share Net Asset Value and Market Value Information
Net Asset Value, Beginning of Period						$	25.00
Less: Initial Public Offering Expenses and Underwriting Discounts							(1.28	)
Less: Underwriting Discounts and Offering Expenses on Issuance of Preferred Stock							(0.03	)
Less: Net Investment Loss							(0.01	)
Plus: Net Realized and Unrealized Gains							2.18
Less: Dividends Paid on Common Stock							(0.66	)
Less: Dividends Paid on Preferred Stock							(0.01	)
Net Asset Value, End of Period						$	25.19
Market Value of Common Stock, End of Period						$	26.00
Total Investment Return Based on Market Value(1)							6.8%

(1)	Not annualized. We calculate total investment return 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 our dividend reinvestment plan.

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					No. of
Description					Shares/Units				Value
					(amounts in 000’s)
Long-Term Investments — 130.2%
	Equity Investments — 129.3%
		Pipeline MLP(a) — 100.8%
			Atlas Pipeline Partners, L.P.			162			$	6,770
			Buckeye Partners, L.P.			173				7,698
			Copano Energy, L.L.C.			86				2,552
			Crosstex Energy, L.P.			258				9,463
			Enbridge Energy Management, L.L.C.(b)			413				20,347
			Enbridge Energy Partners, L.P.			1,943				100,250
			Energy Transfer Partners, L.P.			4,556				143,929
			Enterprise Products Partners L.P.			5,229				134,397
			Enterprise Products Partners L.P.(c)			1,204				30,309
			Genesis Energy, L.P.(d)			134				1,263
			Hiland Partners, LP(e)			37				1,298
			Holly Energy Partners, L.P.			109				4,444
			Kaneb Pipe Line Partners, L.P.			614				37,675
			Kinder Morgan Energy Partners, L.P.			1				67
			Kinder Morgan Management, LLC(b)			2,608				116,230
			Magellan Midstream Partners, L.P.			486				15,258
			Magellan Midstream Partners, L.P.(c)			3,478				102,697
			MarkWest Energy Partners, L.P.			193				9,307
			Northern Border Partners, L.P.			620				29,522
			Pacific Energy Partners, L.P.			458				14,244
			Plains All American Pipeline, L.P.			921				38,885
			Sunoco Logistics Partners L.P.			26				955
			TC PipeLines, LP			231				7,699
			TEPPCO Partners, L.P.			447				18,467
			TransMontaigne Partners L.P.(e)			59				1,448
										855,174
		Propane MLP — 15.8%
			Ferrellgas Partners, L.P.			1,947				42,845
			Inergy, L.P.			34				1,062
			Inergy, L.P.(c)			2,947				90,496
										134,403
		Shipping MLP — 2.4%
			K-Sea Transportation Partners L.P.			70				2,344
			Martin Midstream Partners L.P.			113				3,546
			Teekay LNG Partners L.P.(e)			172				4,530
			U.S. Shipping Partners L.P.			392				10,035
										20,455

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				No. of
Description				Shares/Units				Value
				(amounts in 000’s)
Coal MLP — 1.1%
	Natural Resource Partners L.P.				33			$	1,931
	Penn Virginia Resource Partners, L.P.				150				7,027
									8,958
Other MLP — 0.1%
	Dorchester Minerals, L.P.				43				929
MLP Affiliates — 7.7%
	Atlas America, Inc.(f)				127				3,968
	Crosstex Energy, Inc.				417				19,072
	Holly Corporation				90				3,445
	Kaneb Services LLC				424				18,266
	Kinder Morgan, Inc.				85				6,629
	MarkWest Hydrocarbon, Inc.(d)				257				5,619
	Resource America, Inc.				40				1,369
	TransCanada Corporation				28				687
	TransMontaigne Inc.				766				6,345
									65,400
Other Midstream Energy Companies — 1.4%
	Arlington Tankers Ltd.				189				3,710
	Diana Shipping Inc.				276				4,272
	DryShips Inc.(e)				96				1,783
	Nordic American Tanker Shipping Limited				23				932
	Ship Finance International Limited				44				851
									11,548
		Total Equity Investments (Cost $978,505)							1,096,867

														Principal
						Interest				Maturity				Amount
						Rate				Date				(in 000’s)
	Fixed Income Investments — 0.9%
		Pipeline MLP — 0.7%
			Plains All American Pipeline, L.P.				7.750	%			10/15/12			$	5,000				5,814
		MLP Affiliates — 0.2%
			TransMontaigne Inc.				9.125				06/01/10				2,000				2,040
				Total Fixed Income Investments (Cost $7,836)															7,854
				Total Long-Term Investments (Cost $986,341)															1,104,721
Short-Term Investment — 15.3%
	Repurchase Agreement — 15.3%
			Bear, Stearns & Co. Inc. (Agreement dated 05/31/05 to be repurchased at $129,361), collateralized by $132,819 in U.S. Government and Agency Securities (Cost $129,350)				2.970				06/01/05				129,350				129,350
Total Investments — 145.5% (Cost $1,115,691)																			1,234,071

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							No. of
Description							Shares/Units				Value
							(amounts in 000’s)
Liabilities — (36.7)%
	Securities Sold Short — (0.2)%
		Propane MLP — (0.1)%
			AmeriGas Partners, L.P.					8			$	(249	)
			Suburban Propane Partners, L.P.					25				(825	)
												(1,074	)
		Coal MLP — (0.1)%
			Alliance Resource Partners, L.P.					7				(507	)
				Total Securities Sold Short (cash proceeds received $1,571)								(1,581	)
	Auction Rate Senior Notes — (30.7)%											(260,000	)
	Unrealized Depreciation on Interest Rate Swap Contracts — (0.5)%											(3,991	)
	Deferred Taxes — (5.2)%											(43,927	)
	Other Liabilities in Excess of Other Assets — (0.1)%											(1,230	)
					Total Liabilities							(310,729	)
	Preferred Stock at Redemption Value  — (8.8)%											(75,000	)
Net Assets Applicable to Common Stockholders — 100.0%											$	848,342

(a)		Includes Limited Liability Companies or L.L.C.s.
(b)		Distributions made are paid in-kind.
(c)		Fair valued security. These securities are restricted from public sale. See Notes 2 and 6 in the accompany notes to the financial statements for further details. The Company negotiates certain aspects of the method and timing of the disposition of these investments, including registration rights and related costs.
(d)		Security or a portion thereof is segregated as collateral on interest rate swap contracts and securities sold short.
(e)		Currently non-income producing; security is expected to pay distributions within the next 12 months.
(f)		Security is non-income producing.

				Number of												Fair Value at								Percent of
				Units				Acquisition				Cost				05/31/05				Value Per				Net				Percent of
Partnership		Security		(in 000’s)				Date				($ in 000’s)				($ in 000’s)				Unit				Assets				Total Assets
Enterprise Products Partners, L.P.		Common Units			1,204				04/01/05			$	30,000			$	30,309			$	25.18				3.6	%			2.4	%
Inergy, L.P.		Common Units			2,947				12/17/04				75,034				90,496				30.71				10.7				7.3
Magellan Midstream Partners, L.P.		Subordinated Units			3,478				04/13/05				100,007				102,697				29.53				12.1				8.3
												$	205,041			$	223,502								26.4	%			18.0	%

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Gross unrealized appreciation of investments (including securities sold short)		$	120,732
Gross unrealized depreciation of investments (including securities sold short)			(2,362	)
Net unrealized appreciation before tax and interest rate swap contracts			118,370
Unrealized depreciation on interest rate swap contracts			(4,144	)
Net unrealized appreciation before tax		$	114,226
Net unrealized appreciation after tax		$	70,248

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						Net Asset				Premium/(Discount) to
Date		Market Price				Value(1)				Net Asset Value
September 28, 2004		$	25.00			$	23.70				5.5	%
October 31, 2004			25.08				23.73				5.7
November 30, 2004			24.90				23.91				4.1
December 31, 2004			25.00				24.25				3.1
January 31, 2005			25.00				25.03				(0.1	)
February 28, 2005			26.05				25.27				3.1
March 31, 2005			26.22				24.90				5.3
April 30, 2005			26.00				24.92				4.3
May 31, 2005			26.00				25.19				3.2
June 30, 2005			26.75				26.01				2.8
July 31, 2005			27.97				26.86				4.1
August 31, 2005			27.60				26.63				3.6

(1)	Based on our net asset value calculated on the close of business on the last business day of each prior calendar month.

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		Actual				As Adjusted
		($ in 000s, except per
		share data)
LONG-TERM DEBT:
Senior Notes Series A(1)		$	85,000			$	85,000
Senior Notes Series B(1)			85,000				85,000
Senior Notes Series C(1)			90,000				90,000
TOTAL DEBT			260,000				260,000
PREFERRED STOCK:
Series D Auction Rate Preferred Stock, $0.001 par value per share, liquidation preference $25,000 per share (3,000 shares issued and outstanding, 10,000 shares authorized)(1)			75,000				75,000
COMMON STOCKHOLDERS EQUITY:
Common stock, $0.001 par value per share, 199,990,000 shares authorized (33,676,442 shares issued and outstanding as of May 31, 2005; [          ] shares issued and outstanding as adjusted(2))(1)			34
Paid-in capital			797,382
Distributions in excess of net investment loss, net of income taxes			(22,513	)
Accumulated realized gains on investments, securities sold short and interest rate swap contracts, net of income taxes			3,191
Net unrealized gains on investments, securities sold short and interest rate swap contracts, net of income taxes			70,248
Net assets applicable to common stockholders		$	848,342			$

(1)	We do not hold any of these outstanding securities for our account.
(2)	This does not include shares that may be issued in connection with the underwriters’ over-allotment option.

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	•	our operating results;
	•	our business prospects;
	•	the impact of investments that we expect to make;
	•	our contractual arrangements and relationships with third parties;
	•	the dependence of our future success on the general economy and its impact on the industries in which we invest;
	•	our ability to source favorable private investments;
	•	the ability of the MLPs and other Midstream Energy Companies in which we invest to achieve their objectives;
	•	our expected financings and investments;
	•	our use of financial leverage;
	•	our tax status;
	•	the tax status of the MLPs in which we intend to invest;
	•	the adequacy of our cash resources and working capital; and
	•	the timing and amount of distributions and dividends from the MLPs and other Midstream Energy Companies in which we intend to invest.

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	(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.

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	•	For as long as the word “MLP” is in our name, it shall be our policy, under normal market conditions, to invest at least 80% of our total assets in MLPs.
	•	Under normal market conditions, 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 up to 50% (but not more than 60%) of our total assets in unregistered or otherwise restricted securities of MLPs and other Midstream Energy Companies. The types of unregistered or otherwise restricted securities that we may purchase include common units, subordinated units, preferred units, and convertible units of, and general partner interests in, MLPs, and securities of other public and private Midstream Energy Companies.
	•	We may invest up to 15% of our total assets in any single issuer.
	•	We may invest up to 20% of our total assets in debt securities of MLPs and other Midstream Energy Companies, including below investment grade debt securities rated, at the time of investment, at least B3 by Moody’s, B- by Standard & Poor’s or Fitch, comparably rated by another rating agency or, if unrated, determined by Kayne Anderson to be of comparable quality. In addition, up to one-quarter of our permitted investments in debt securities (or up to 5% of our total assets) may include unrated debt securities of private companies.
	•	We may issue or use Leverage Instruments in an aggregate amount up to 30% of our total assets inclusive of such Leverage Instruments.
	•	We may, but are not required to, use derivative investments and engage in short sales to hedge against interest rate and market risks.

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	Substantial MLP Market Knowledge and Industry Relationships. Through its activities as a leading investor in MLP securities, Kayne Anderson has developed broad expertise and important relationships with industry managers in the MLP sector. We believe that Kayne Anderson’s industry knowledge and relationships enable us to capitalize on opportunities to source investments in MLPs that may not be readily available to other investors. Such investment opportunities include purchasing larger blocks of limited partner interests, often at discounts to market prices, non-controlling general partner interests and positions in companies expected to form an MLP. We believe that Kayne Anderson’s substantial MLP market knowledge provides it with the ability to recognize long-term trends in the industry and to identify differences in value among individual MLPs, which abilities benefit our portfolio of public investments in MLPs and other Midstream Energy Companies.
	Extensive Transaction Structuring Expertise and Capability. Kayne Anderson has industry-leading experience identifying and structuring investments in MLP securities. This experience, combined with Kayne Anderson’s ability to engage in regular dialogue with industry participants and other large holders of MLP securities to better understand the capital needs of prospective portfolio companies, give it an advantage in structuring transactions mutually attractive to us and the portfolio company. Further, our ability to fund a meaningful amount of the capital needs of prospective portfolio companies provides us an advantage over other potential investors with less capital to employ in the sector. These investments may include purchases of subordinated units, restricted common units or general partner interests.
	Ability to Trade Efficiently in a Relatively Illiquid Market. We believe that Kayne Anderson’s ability to generate favorable returns on public investments in MLPs is aided by its substantial experience actively trading MLPs and similar securities. Through its affiliated broker-dealer, Kayne Anderson maintains its own trading desk, providing it with the ability to understand day-to-day market conditions for MLP securities, which have historically been characterized by lower daily trading volumes than comparable corporate equities. We believe that Kayne Anderson’s direct equity market access enables it to make better informed investment decisions and to execute its investment strategy with greater efficiency.

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	•	MLPs provide steady distributions with attractive growth profiles. During the period from January 1, 1998 through December 31, 2004, publicly-traded energy-related master limited partnerships provided an average annual yield of 8.5%. Additionally, during that same time period, distributions from these master limited partnerships increased at a compounded average annual rate of 6.6%. Currently, these master limited partnerships provide a 6.0% average yield. This information is for the energy-related master limited partnerships that were traded publicly as of August 31, 2005 (36 partnerships), and is derived by us from financial industry databases and public filings. We believe that current market conditions are conducive for continued growth in distributions. However, there can be no assurance that these levels will be maintained in the future.
	•	MLPs operate strategically important assets that typically generate stable cash flows. MLPs operate in businesses that are necessary for providing consumers with access to energy resources. We believe that due to the fee-based nature and long-term importance of their midstream energy assets, MLPs typically generate stable cash flows throughout economic cycles. Additionally, certain businesses operated by MLPs are regulated by federal and state authorities that ensure that rates charged are fair and just. In most cases, such regulation provides for highly predictable cash flows.
	•	The MLP midstream energy sector has high barriers to entry. Due to the high cost of constructing midstream energy assets and the difficulty of developing the expertise necessary to comply with the regulations governing the operation of such assets, the barriers to enter the midstream energy sector are high. Therefore, currently existing MLPs with large asset bases and significant operations enjoy a competitive advantage over other entities seeking to enter the sector.

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	•	Due to a lack of broad institutional following and limited retail focus, the MLP market experiences inefficiencies which can be exploited by a knowledgeable investor. Historically, there have been potential adverse consequences of MLP ownership for many institutional investors, including regulated investment companies. Further, because MLPs generate unrelated business taxable income (“UBTI”), typically they are not held by tax-exempt investors such as pension plans, endowments, employee benefit plans, or individual retirement accounts. Also, income and gains from MLPs are subject to the Foreign Investment in Real Property Tax Act (“FIRPTA”), limiting the investment by non-U.S. investors in the sector. As a result, MLPs are held predominantly by taxable U.S. retail investors. Further, due to the limited public market float for MLP common units and tax-reporting burdens and complexities associated with MLP investments, MLPs appeal only to a segment of such retail investors. Due to this limited, retail-oriented focus, the market for MLPs can experience inefficiencies which can be exploited by a knowledgeable investor.

	•	MLPs are well-positioned to capitalize on the ongoing divestitures of midstream energy assets. As major oil and gas companies continue to focus on international opportunities and core exploration and production activities, such companies continue to sell many of their North American midstream energy assets. Additionally, certain utilities and energy merchants are selling their midstream energy assets, in part to improve their credit profiles. MLPs, as tax pass-through entities, have cost of capital advantages over corporate purchasers. As a result, MLPs have been active acquirors of midstream energy assets over the last several years. We believe this large pool of midstream energy assets should provide MLPs with significant acquisition opportunities to augment their internal growth prospects.
	•	Many MLPs have significant available capacity which allows them to benefit disproportionately from a growing economy. As the overall economy expands, energy demand increases and in certain cases, rates for assets owned by MLPs increase. Many of the MLPs in which we intend to invest have significant additional available operating capacity. As a result, these MLPs benefit from significant economies of scale and can expand production at relatively low cost levels. Small increases in energy demand can result in significant growth in the distributable cash flows for such MLPs. We believe this internal growth is an important component of MLPs’ ability to increase distributions.

	•	We provide, through a single investment vehicle, an investment in a portfolio of securities issued by MLPs and other Midstream Energy Companies.
	•	Under normal market conditions, we intend to invest up to 50% (but not more than 60%) of our total assets in private investments in MLPs. We believe that we can make private purchases of securities at discounts or with other beneficial terms. Such investment opportunities are typically only available to a limited number of knowledgeable investors with a large amount of capital available for investment in any particular security or issuer.
	•	Our common stockholders will receive a single tax reporting statement (on Form 1099) and will only be required to file income tax returns in states in which they would ordinarily file. In contrast, a person who invests directly in MLPs receives a statement of partnership items (on Schedule K-1) from each MLP owned and may be required to file income tax returns in each state in which such MLPs generate income.

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	•	Our common stock dividends are treated as qualifying income for each of our common stockholders that is an investment company (including mutual funds) that have elected to be taxed as regulated investment companies. Subject to certain holding period requirements, corporate investors in our common stock generally will be entitled to dividends-received deduction treatment on our dividends.
	•	Our common stock dividends will be excluded from treatment as UBTI (except for those stockholders who debt-finance the purchase of our common stock). Accordingly, tax-exempt investors, including pension plans, employee benefit plans and individual retirement accounts, will not have UBTI upon receipt of dividends from us, whereas a tax-exempt limited partner’s allocable share of income of an MLP is generally treated as UBTI.

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	•	Pipeline MLPs are engaged in (a) the treating, gathering, compression, processing, transmission and storage of natural gas and the transportation, fractionation and storage of natural gas liquids (primarily propane, ethane, butane and natural gasoline); (b) the gathering, transportation, storage and terminalling of crude oil; and (c) the transportation (usually via pipelines, barges, rail cars and trucks), storage and terminalling of refined petroleum products (primarily gasoline, diesel fuel and jet fuel) and other hydrocarbon by-products. MLPs may also operate ancillary businesses including the marketing of the products and logistical services.
	•	Propane MLPs are engaged in the distribution of propane to homeowners for space and water heating and to commercial, industrial and agricultural customers. Propane serves approximately 3% of the household energy needs in the United States, largely for homes beyond the geographic reach of natural gas distribution pipelines. Volumes are weather dependent and a majority of annual cash flow is earned during the winter heating season (October through March).
	•	Coal MLPs are engaged in the owning, leasing, managing, production and sale of coal and coal reserves. Electricity generation is the primary use of coal in the United States. Demand for electricity and supply of alternative fuels to generators are the primary drivers of coal demand.

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				SUBORDINATED				GENERAL PARTNER
		COMMON UNITS		UNITS		I-SHARES		INTERESTS
VOTING RIGHTS		Limited to certain significant decisions; no annual election of directors		Same as common units		No direct MLP voting rights		Typically Board participation; votes on MLP operating strategy and direction
DISTRIBUTION PRIORITY		First right to minimum quarterly distribution (‘MQD”) specified in partnership agreement; arrearage rights		Second right to MQD; no arrearage rights		Equal in amount and priority to common units but paid in additional I-Shares at current market value of I-Shares		Same as common units; entitled to incentive distribution rights
DISTRIBUTION RATE		Minimum as set in partnership agreement; participate pro rata with subordinated unit holders after MQDs are met		Equal in amount to common units; participate pro rata with common units above the MQD		Equal in amount to common units		Participate pro rata partly with common units and partly with subordinated units up to MQD; entitled to incentive distribution at target levels above MQD
TRADING		Listed on NYSE, AMEX and NASDAQ		Typically not publicly traded		Listed on NYSE		Typically not publicly traded; can be owned by publicly traded entity
TAXES		Ordinary income to the extent of taxable income allocated to holder; tax-free return of capital thereafter to extent of holder’s basis; remainder as capital gain		Same as common units		Full distribution treated as return of capital; since distribution is in shares, total basis is not reduced		Ordinary income to extent that (1) taxable income is allocated to holder (including all incentive distributions) and (2) tax depreciation is insufficient to cover fair market value depreciation owed to limited partners
INVESTORS		Primarily retail		Founders and sponsoring parent entities, corporate general partners of MLPs, entities that sell assets to MLPs, and investors such as us		Primarily institutional		Founders and sponsoring parent entities, corporate general partners of MLPs, entities that sell assets to MLPs, and investors such as us
LIQUIDATION PRIORITY		Intended to receive return of all capital first		Second right to return of capital; pro rata with common units thereafter		Same as common units (indirect right through I-Share issuer)		Pro rata with limited partners
CONVERSION RIGHTS		Not applicable		One-to-one ratio into common units		None		None

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Assumed Portfolio Total Return (Net of Expenses)			(10	)%			(5	)%			0	%			5	%			10	%
Common Stock Total Return			(17.5	)%			(9.7	)%			(1.9	)%			5.9	%			13.7	%

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Other

Position(s)

Directorships

Held with

Term of Office/

Held by

Name (Year Born)

Registrant

Time of Service

Principal Occupations During Past Five Years

Director/Officer

Independent Directors

Anne K. Costin(1)   (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. As of March 1, 2005, Ms. Costin retired after a 28-year career at Citigroup. From July 2003 to her retirement, she held the position of Managing Director and, for the 3 years prior to July 2003, 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.

Kayne Anderson Energy Total Return Fund, Inc.

Steven C. Good   (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.

Kayne Anderson Energy Total Return Fund, Inc.; Arden Realty, Inc.; OSI Systems, Inc.; and Big Dog Holdings, Inc.

Terrence J. Quinn   (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.

Kayne Anderson Energy Total Return Fund, Inc.

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Other

Position(s)

Directorships

Held with

Term of Office/

Held by

Name (Year Born)

Registrant

Time of Service

Principal Occupations During Past Five Years

Director/Officer

Gerald I. Isenberg   (born 1940)

Director

3-year term/served since June 2005

Since 1995, Mr. Isenberg has served as a Professor at the University of Southern California School of Cinema-Television. Since 2004 he has been a member of the board of trustees of Partners for Development, a non-governmental organization dedicated to developmental work in third-world countries. From 1998 to 2002, Mr. Isenberg was a board member of Kayne Anderson Rudnick Mutual Funds(2). From 1989 to 1995, he was President of Hearst Entertainment Productions, a producer of television movies and programming for major broadcast and cable networks.

Kayne Anderson Energy Total Return Fund, Inc.; Partners for Development.

Interested Director And Officers

Kevin S. McCarthy(3)   (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. From November 2000 to May 2004, 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 July 1997 to November 2000, Mr. McCarthy led the energy investment banking activities of PaineWebber Incorporated. From July 1995 to March 1997, he was head of the Energy Group at Dean Witter Reynolds.

Kayne Anderson Energy Total Return Fund, Inc.; Range Resources Corporation.

Ralph Collins Walter   (born 1946)

Chief Financial Officer and Treasurer

elected annually/served since inception

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   (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

J.C. Frey   (born 1968)

Vice President, Assistant Treasurer, Assistant Secretary

Elected annually/served since June 2005

Mr. Frey has served as a Senior Managing Director of Kayne Anderson since 2004 and as a Managing Director since 2001. Mr. Frey has served as a Portfolio Manager of Kayne Anderson since 2000 and of Kayne Anderson MLP Investment Company since 2004. From 1998 to 2000, Mr. Frey was a Research Analyst at Kayne Anderson.

None

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Other

Position(s)

Directorships

Held with

Term of Office/

Held by

Name (Year Born)

Registrant

Time of Service

Principal Occupations During Past Five Years

Director/Officer

James C. Baker   (born 1972)

Vice President

Elected annually/served since June 2005

Mr. Baker has been a Managing Director of Kayne Anderson December 2004. From April 2004 to December 2004, he was a Director in Planning and Analysis at El Paso Corporation. Prior to that, Mr. Baker worked in the energy investment banking group at UBS Securities LLC as a Director from 2002 to 2004 and as an Associate Director from 2000 to 2002. Prior to joining UBS in 2000, Mr. Baker was an Associate in the energy investment banking group at PaineWebber Incorporated.

None

(1)	Due to her ownership of securities issued by one of the underwriters in this offering, Ms. Costin is expected to be treated as an “interested person” of Kayne Anderson MLP Investment Company, as defined in the 1940 Act, during and until the completion of this offering and, in the future, may be treated as an “interested person” during subsequent offerings of our securities if the relevant offering is underwritten by the underwriter in which Ms. Costin owns securities.
(2)	The investment adviser to the Kayne Anderson Rudnick Mutual Funds, Kayne Anderson Rudnick Investment Management, LLC, may be deemed an affiliate of Kayne Anderson.
(3)	Mr. McCarthy is an “interested person” of Kayne Anderson MLP Investment Company by virtue of his employment relationship with Kayne Anderson, our investment adviser.

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						Benchmark
						(Standard & Poor’s
		Standard & Poor’s				400 Utilities Index
Year		400 Utilities Index				plus 6.00%)
1995			31.3	%			37.3	%
1996			9.2	%			15.2	%
1997			29.6	%			35.6	%
1998			7.6	%			13.6	%
1999			(11.7	)%			(5.7	)%
2000			55.9	%			61.9	%
2001			(9.3	)%			(3.3	)%
2002			(11.5	)%			(5.5	)%
2003			26.2	%			32.2	%
2004			18.9	%			24.9	%
Average annual return, 1995 to 2004			14.6	%			20.6	%

(1)	Returns for the period shown are annualized estimates.

			Benchmark
			(Standard & Poor’s				Basic				Performance				Total
Performance of our			400 Utilities Index				Management				Fee				Management
Portfolio (1)			plus 6.00%)				Fee				Adjustment				Fee
20.00% or higher				15.00%				1.75%				1.00	%			2.75%
	18.00%			15.00%				1.75%				0.60	%			2.35%
	15.00%			15.00%				1.75%				0.00	%			1.75%
	12.00%			15.00%				1.75%				(0.60	)%			1.15%
10.00% or lower				15.00%				1.75%				(1.00	)%			0.75%

(1)

We calculate our performance for a given period on a per share basis as a fraction, the numerator of which is the sum of (W) our net asset value at the end of the period minus our net asset value at the beginning of the period, (X) any dividends or distributions paid by us during the period, (Y) taxes paid during or accrued (on a net basis) for the period, and (Z) management fees paid for the period, and the denominator of which is our net asset value at the beginning of the period.

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	•	Investment Team Valuation. The applicable investments are initially valued by Kayne Anderson’s investment professionals responsible for the portfolio investments.
	•	Investment Team Valuation Documentation. Preliminary valuation conclusions are documented and discussed with senior management of Kayne Anderson. Such valuations generally are submitted to the Valuation Committee (a committee of our Board of Directors) or our Board of Directors on a monthly basis, and stand for intervening periods of time.
	•	Valuation Committee. The Valuation Committee meets on or about the end of each month to consider new valuations presented by Kayne Anderson, if any, which were made in accordance with the Valuation Procedures in such month. Between meetings of the Valuation Committee, a senior officer of Kayne Anderson is authorized to make valuation determinations. The Valuation Committee’s valuations stand for intervening periods of time unless the Valuation Committee meets again at the request of Kayne Anderson, our Board of Directors or the Committee itself. The Valuation Committee’s valuation determinations are subject to ratification by our Board at its next regular meeting.
	•	Valuation Firm. No less than quarterly, a third-party valuation firm engaged by our Board of Directors reviews the valuation methodologies and calculations employed for these securities.
	•	Board of Directors Determination. Our Board of Directors meets quarterly to consider the valuations provided by Kayne Anderson and the Valuation Committee, if applicable, and ratify valuations for the applicable securities. Our Board of Directors considers the reports, if any, provided by the third-party valuation firm in reviewing and determining in good faith the fair value of the applicable portfolio securities.

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Underwriter		Number of shares
Total

		Paid by Us
		No Exercise				Full Exercise
Per share		$				$
Total		$				$

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INVESTMENT OBJECTIVE			1
INVESTMENT POLICIES			1
OUR INVESTMENTS			3
MANAGEMENT			13
INVESTMENT ADVISER			14
CODE OF ETHICS			16
PROXY VOTING PROCEDURES			16
PORTFOLIO MANAGER INFORMATION			18
PORTFOLIO TRANSACTIONS AND BROKERAGE			18
LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS			19
NET ASSET VALUE			20
TAX MATTERS			21
PERFORMANCE RELATED AND COMPARATIVE INFORMATION			25
EXPERTS			25
TRANSFER AGENT AND DIVIDEND-PAYING AGENT			26
OTHER SERVICE PROVIDERS			26
REGISTRATION STATEMENT			26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			27
FINANCIAL STATEMENTS			F-1
APPENDIX A — DESCRIPTION OF RATINGS			A-1

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KAYNE ANDERSON MLP INVESTMENT COMPANY

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

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(1)	Commencement of operations.

See accompanying notes to financial statements.

F-3

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

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

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(1)	Commencement of operations.

See accompanying notes to financial statements.

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

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

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(1)	Commencement of operations.

See accompanying notes to financial statements.

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

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)

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(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.

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

					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

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Table of Contents

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

F-8

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Table of Contents

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

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(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.

F-9

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

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

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Table of Contents

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

F-11

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Table of Contents

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

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Table of Contents

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 stockholders. 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

F-13

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Table of Contents

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.

F-14

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Table of Contents

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

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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.

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UNAUDITED FINANCIAL STATEMENTS, AS OF MAY 31, 2005

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ASSETS
	Investments, at fair value (Cost — $986,341)				$	1,104,721
	Repurchase agreement (Cost — $129,350)					129,350
	Total investments (Cost — $1,115,691)					1,234,071
	Deposits with broker for securities sold short					2,530
	Receivable for securities sold					4,169
	Interest, dividends and distributions receivable					515
	Prepaid expenses					3,167
		Total Assets				1,244,452
LIABILITIES
	Payable for securities purchased					8,226
	Investment management fee payable					2,119
	Securities sold short, at fair value (Proceeds — $1,571)					1,581
	Accrued directors’ fees and expenses					14
	Accrued expenses and other liabilities					1,252
	Deferred taxes					43,927
	Unrealized depreciation on interest rate swap contracts					3,991
		Total Liabilities before Senior Notes				61,110
	Auction rate senior notes:
		Series A, due April 3, 2045				85,000
		Series B, due April 5, 2045				85,000
		Series C, due March 31, 2045				90,000
			Total Senior Notes			260,000
		Total Liabilities				321,110
PREFERRED STOCK
	$25,000 liquidation value per share applicable to 3,000 outstanding shares (10,000 shares authorized)					75,000
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS					$	848,342
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF
	Common stock, $0.001 par value (33,676,442 shares issued and outstanding, 200,000,000 shares authorized)				$	34
	Paid-in capital					797,382
	Distributions in excess of net investment loss, net of tax benefit					(22,513	)
	Accumulated realized gains on investments, securities sold short, options and interest rate swap contracts, net of income taxes					3,191
	Net unrealized gain on investments, securities sold short and interest rate swap contracts, net of income taxes					70,248
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS					$	848,342
NET ASSET VALUE PER COMMON SHARE					$	25.19

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INVESTMENT INCOME
	Income
		Dividends and distributions				$	21,029
		Return of capital					(18,212	)
		Net dividends and distributions					2,817
		Interest					3,008
			Total Investment Income				5,825
	Expenses
		Investment management fees					3,711
		Professional fees					328
		Administration fees					315
		Reports to stockholders					159
		Custodian fees					147
		Directors’ fees					132
		Insurance					98
		Dividends on securities sold short					69
		Other expenses					215
			Total Expenses — Before Interest Expense, Auction Agent Fees and Taxes				5,174
		Interest expense					1,944
		Auction agent fees					89
			Total Expenses — Before Tax Benefit				7,207
	Net Investment Loss — Before Tax Benefit						(1,382	)
		Current tax benefit					538
		Deferred tax expense					(6	)
				Net Investment Loss			(850	)
REALIZED AND UNREALIZED GAINS
	Net Realized Gains/(Losses)
		Investments					4,599
		Securities sold short					450
		Options					(162	)
		Interest rate swap contracts					(371	)
		Current tax expense					(1,739	)
			Net Realized Gains				2,777
	Net Change in Unrealized Gains/(Losses)
		Investments					108,290
		Securities sold short					(10	)
		Options					561
		Interest rate swap contracts					(4,144	)
		Deferred tax expense					(40,166	)
			Net Change in Unrealized Gains				64,531
				Net Realized and Unrealized Gains			67,308
DIVIDENDS TO PREFERRED STOCKHOLDERS							(327	)
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM OPERATIONS						$	66,131

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				For the Six				For the Period
				Months Ended				September 28, 2004(1)
				May 31, 2005				through
				(unaudited)				November 30, 2004
OPERATIONS
	Net investment income/(loss)			$	(850	)		$	645
	Net realized gains				2,777				414
	Net change in unrealized gains				64,531				5,717
		Net Increase in Net Assets Resulting from Operations			66,458				6,776
DIVIDENDS TO PREFERRED STOCKHOLDERS
	Dividends from net capital gains				(327	)			—
DIVIDENDS TO COMMON STOCKHOLDERS
	Dividends				(21,981	)			—
CAPITAL SHARE TRANSACTIONS
	Proceeds from initial public offering of 30,000,000 shares of common stock				—				750,000
	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				—				79,048
	Underwriting discounts and offering expenses associated with the issuance of common stock				—				(43,088	)
	Underwriting discounts and offering expenses associated with the issuance of preferred stock				(1,087	)			—
	Issuance of 510,542 shares of common stock from reinvestment of distributions				12,443				—
		Net Increase in Net Assets Applicable to Common Stockholders from Capital Stock Transactions			11,356				785,960
		Total Increase in Net Assets Applicable to Common Stockholders			55,506				792,736
NET ASSETS
	Beginning of period				792,836				100
	End of period (includes cumulative distributions in excess of net investment loss of $22,513 and undistributed net investment income of $645, respectively)			$	848,342			$	792,836

(1)	Commencement of operations.

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CASH FLOWS FROM OPERATING ACTIVITIES
	Net increase in net assets resulting from operations				$	66,131
	Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
		Purchase of investments				(745,672	)
		Proceeds from sale of investments				115,606
		Proceeds from sale short-term investments				295,224
		Realized gains				(4,516	)
		Return of capital distributions				18,212
		Unrealized gains				(104,697	)
		Increase in deferred taxes				40,172
		Amortization for bond premium				163
		Increase in deposits with brokers for short sales				(2,530	)
		Increase in receivable for securities sold				(3,822	)
		Decrease in interest, dividend and distributions receivable				2,087
		Increase in prepaid expenses				(3,013	)
		Increase in payable for securities purchased				433
		Increase in investment management fee payable				1,148
		Increase in securities sold short				1,571
		Decrease in accrued directors’ fees and expenses				(16	)
		Increase in accrued expenses and other liabilities				61
		Decrease in current taxes				(763	)
		Decrease in call options written				(201	)
			Net Cash Used in Operating Activities			(324,422	)
CASH FLOWS FROM FINANCING ACTIVITIES
		Issuance of auction rate senior notes				260,000
		Issuance of auction rate preferred stock				75,000
		Underwriting discount and offering expenses associated with the issuance of preferred stock				(1,087	)
		Cash distributions paid to common stockholders				(9,538	)
			Net Cash Provided by Financing Activities			324,375
NET DECREASE IN CASH						(47	)
CASH — BEGINNING OF PERIOD						47
CASH — END OF PERIOD					$	—

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				For the Six				For the Period
				Months Ended				September 28, 2004(1)
				May 31, 2005				through
				(unaudited)				November 30, 2004
Per Share of Common Stock
	Net asset value, beginning of period			$	23.91			$	23.70	(2)
	Underwriting discounts and offering costs on the issuance of preferred stock				(0.03	)			—
	Income from investment operations
		Net investment income/(loss)			(0.04	)(3)			0.02	(4)
		Net realized and unrealized gain on investments, securities sold short, options and interest rate swap contracts			2.02	(3)			0.19	(4)
		Total income from investment operations			1.98				0.21
	Dividends — Preferred Stockholders
		Distributions from net capital gains			(0.01	)			—
	Dividends — Common Stockholders
		Dividends			(0.66	)			—
	Net asset value, end of period			$	25.19			$	23.91
	Per share of common stock market value, end of period			$	26.00			$	24.90
	Total investment return based on common stock market value(5)				7.26	%			(0.40	)%
Supplemental Data and Ratios
	Net assets applicable to common stockholders, end of period			$	848,342			$	792,836
	Ratio of expenses to average net assets, before taxes				1.76	%(6)			1.20	%(6)
	Ratio of expenses, excluding non-recurring organizational expenses, to average net assets				1.76	%(6)			1.08	%(6)
	Ratio of expenses, excluding taxes and interest expenses, to average net assets				1.26	%(6)			—
	Ratio of net investment income to average net assets, after taxes				(0.32	)%(6)			0.50	%(6)
	Net increase in net assets resulting from operations to average net assets				16.13	%(6)			5.30	%(6)
	Portfolio turnover rate				13.72	%(7)			11.78	%(7)
	Auction Rate Senior Notes outstanding, end of period			$	260,000				—
	Auction Rate Preferred Stock, end of period			$	75,000				—
	Borrowings outstanding per share of common stock, end of period			$	7.72				—
	Common stock per share, excluding borrowings, end of period			$	32.91				—
	Asset coverage, per $1,000 of principal amount of Auction Rate Senior Notes
		Series A, B and C			426.22%				—
	Asset coverage, per $25,000 of liquidation value per share of Auction Rate Preferred Stock				353.19%				—
	Average amount of borrowings outstanding per share of common stock during the period			$	3.57	(3)			—

(1)	Commencement of operations.
(2)	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.
(3)	Based on average shares of common stock outstanding of 33,400,589.
(4)	Information presented relates to a share of common stock outstanding for the entire period.
(5)	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.
(6)	Ratios are annualized since period is less than one full year.
(7)	Amount not annualized. Calculated based on the sales of $115,606 and $16,880, respectively, of long-term investments divided by the average long-term investment balance of $842,413 and $143,328 respectively.

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					No. of
Description					Shares/Units				Value
Long-Term Investments — 130.2%
	Equity Investments — 129.3%
		Pipeline MLP(a) — 100.8%
			Atlas Pipeline Partners, L.P.			162			$	6,770
			Buckeye Partners, L.P.			173				7,698
			Copano Energy, L.L.C.			86				2,552
			Crosstex Energy, L.P.			258				9,463
			Enbridge Energy Management, L.L.C.(b)			413				20,347
			Enbridge Energy Partners, L.P.			1,943				100,250
			Energy Transfer Partners, L.P.			4,556				143,929
			Enterprise Products Partners L.P.			5,229				134,397
			Enterprise Products Partners L.P.(c)			1,204				30,309
			Genesis Energy, L.P.(d)			134				1,263
			Hiland Partners, LP(e)			37				1,298
			Holly Energy Partners, L.P.			109				4,444
			Kaneb Pipe Line Partners, L.P.			614				37,675
			Kinder Morgan Energy Partners, L.P.			1				67
			Kinder Morgan Management, LLC(b)			2,608				116,230
			Magellan Midstream Partners, L.P.			486				15,258
			Magellan Midstream Partners, L.P.(c)			3,478				102,697
			MarkWest Energy Partners, L.P.			193				9,307
			Northern Border Partners, L.P.			620				29,522
			Pacific Energy Partners, L.P.			458				14,244
			Plains All American Pipeline, L.P.			921				38,885
			Sunoco Logistics Partners L.P.			26				955
			TC PipeLines, LP			231				7,699
			TEPPCO Partners, L.P.			447				18,467
			TransMontaigne Partners L.P.(e)			59				1,448
										855,174
		Propane MLP — 15.8%
			Ferrellgas Partners, L.P.			1,947				42,845
			Inergy, L.P.			34				1,062
			Inergy, L.P.(c)			2,947				90,496
										134,403
		Shipping MLP — 2.4%
			K-Sea Transportation Partners L.P.			70				2,344
			Martin Midstream Partners L.P.			113				3,546
			Teekay LNG Partners L.P.(e)			172				4,530
			U.S. Shipping Partners L.P.			392				10,035
										20,455
		Coal MLP — 1.1%
			Natural Resource Partners L.P.			33				1,931
			Penn Virginia Resource Partners, L.P.			150				7,027
										8,958

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				No. of
Description				Shares/Units				Value
Other MLP — 0.1%
	Dorchester Minerals, L.P.				43			$	929
MLP Affiliates — 7.7%
	Atlas America, Inc.(f)				127				3,968
	Crosstex Energy, Inc.				417				19,072
	Holly Corporation				90				3,445
	Kaneb Services LLC				424				18,266
	Kinder Morgan, Inc.				85				6,629
	MarkWest Hydrocarbon, Inc.(d)				257				5,619
	Resource America, Inc.				40				1,369
	TransCanada Corporation				28				687
	TransMontaigne Inc.				766				6,345
									65,400
Other Midstream Energy Companies — 1.4%
	Arlington Tankers Ltd.				189				3,710
	Diana Shipping Inc.				276				4,272
	DryShips Inc.(e)				96				1,783
	Nordic American Tanker Shipping Limited				23				932
	Ship Finance International Limited				44				851
									11,548
		Total Equity Investments (Cost $978,505)							1,096,867

														Principal
						Interest				Maturity				Amount
						Rate				Date				(in 000’s)
	Fixed Income Investments — 0.9%
		Pipeline MLP — 0.7%
			Plains All American Pipeline, L.P.				7.750	%			10/15/12			$	5,000				5,814
		MLP Affiliates — 0.2%
			TransMontaigne Inc.				9.125				06/01/10				2,000				2,040
				Total Fixed Income Investments (Cost $7,836)															7,854
				Total Long-Term Investments (Cost $986,341)															1,104,721
Short-Term Investment — 15.3%
	Repurchase Agreement — 15.3%
			Bear, Stearns & Co. Inc. (Agreement dated 05/31/05 to be repurchased at $129,361), collateralized by $132,819 in U.S. Government and Agency Securities (Cost $129,350)				2.970				06/01/05				129,350				129,350
Total Investments — 145.5% (Cost $1,115,691)																			1,234,071

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							No. of
							Shares/ Units				Value
Liabilities — (36.7)%
	Securities Sold Short — (0.2)%
		Propane MLP — (0.1)%
			AmeriGas Partners, L.P.					8			$	(249	)
			Suburban Propane Partners, L.P.					25				(825	)
												(1,074	)
		Coal MLP — (0.1)%
			Alliance Resource Partners, L.P.					7				(507	)
				Total Securities Sold Short (cash proceeds received $1,571)								(1,581	)
	Auction Rate Senior Notes — (30.7)%											(260,000	)
	Unrealized Depreciation on Interest Rate Swap Contracts — (0.5)%											(3,991	)
	Deferred Taxes — (5.2)%											(43,927	)
	Other Liabilities in Excess of Other Assets — (0.1)%											(1,230	)
					Total Liabilities							(310,729	)
	Preferred Stock at Redemption Value  — (8.8)%											(75,000	)
Net Assets Applicable to Common Stockholders — 100.0%											$	848,342

(a)	Includes Limited Liability Companies or L.L.C.s.
(b)	Distributions made are paid in-kind.
(c)	Fair valued security. These securities are restricted from public sale. See Notes 2 and 6 in the accompany notes to the financial statements for further details. The Company negotiates certain aspects of the method and timing of the disposition of these investments, including registration rights and related costs.
(d)	Security or a portion thereof is segregated as collateral on interest rate swap contracts and securities sold short.
(e)	Currently non-income producing; security is expected to pay distributions within the next 12 months.
(f)	Security is non-income producing.

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1.	Organization

2.	Significant Accounting Policies

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	•	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. Such valuations generally are submitted to the Valuation Committee (a committee of the Company’s Board of Directors) or the Board of Directors on a monthly basis, and stand for intervening periods of time.
	•	Valuation Committee. The Valuation Committee meets on or about the end of each month to consider new valuations presented by Kayne Anderson, if any, which were made in accordance with the Valuation Procedures in such month. Between meetings of the Valuation Committee, a senior officer of Kayne Anderson is authorized to make valuation determinations. 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 ratify 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.

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3.	Concentration of Risk

4.	Agreements and Affiliations

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5.	Income Taxes

Deferred tax assets:
	Organization costs		$	(51	)
Deferred tax liabilities:
	Unrealized gains on investment securities			36,620
	Distributions received from MLPs			7,358
Total net deferred tax liability			$	43,927

Gross unrealized appreciation of investments (including securities sold short)		$	120,732
Gross unrealized depreciation of investments (including securities sold short)			(2,362	)
Net unrealized appreciation before tax and interest rate swap contracts			118,370
Unrealized depreciation on interest rate swap contracts			(4,144	)
Net unrealized appreciation before tax		$	114,226
Net unrealized appreciation after tax		$	70,248

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6.	Restricted Securities

				Number of																				Percent of
				Units				Acquisition												Value Per				Net				Percent of
Partnership		Security		(in 000’s)				Date				Cost				Fair Value				Unit				Assets				Total Assets
Enterprise Products Partners, L.P.		Common Units			1,204				04/01/05			$	30,000			$	30,309			$	25.18				3.6	%			2.4	%
Inergy, L.P.		Common Units			2,947				12/17/04				75,034				90,496				30.71				10.7				7.3
Magellan Midstream Partners, L.P.		Subordinated Units			3,478				04/13/05				100,007				102,697				29.53				12.1				8.3
												$	205,041			$	223,502								26.4	%			18.0	%

7.	Call Options Written

		Number of
		Contracts				Premiums
		(in 000’s)				Received
Options outstanding at beginning of period			2			$	201
Options written			—				—
Options terminated in closing purchase transactions			(1	)			(169	)
Options expired			(1	)			(32	)
Options outstanding at end of period			—			$	—

8.	Investment Transactions

9.	Bank Loan Outstanding

10.	Auction Rate Senior Notes

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11.	Preferred Stock

12.	Interest Rate Swap Contracts

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Fixed Rates

Floating Rate

Termination

Notional

Paid by the

Received by the

Unrealized

Dates

Amounts

Company

Company

Depreciation

03/25/08-05/09/12

$

250,000

4.12-4.65

%

1 month U.S.

$

3,991

Dollar LIBOR

13.	Common Stock

Shares at November 30, 2004			33,165,900
Shares issued through reinvestment of distributions			510,542
Shares at May 31, 2005			33,676,442

14.	Subsequent Events

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Item 24.	Financial Statements and Exhibits

	(a) Charter

		(1) Articles of Incorporation*
		(2) Articles of Amendment to the Articles of Incorporation — dated August 11, 2004.***
		(3) Articles of Amendment and Restatement†
		(4) Articles Supplementary††††

	(b)	(1) Bylaws of Registrant*

		(2) Amended and Restated Bylaws of Registrant††

	(c) Voting Trust Agreement — none.

	(d)	(1) Articles of Amendment and Restatement.†

		(2) Amended and Restated Bylaws of Registrant††

	(e) Form of Dividend Reinvestment Plan†††
	(f) Long-Term Debt Instruments — none.
	(g) Form of Investment Management Agreement between Registrant and Kayne Anderson Capital Advisors, L.P.††

	(h)	(1) Form of Underwriting Agreement. — to be filed by amendment.

		(2) Form of Master Agreement Among Underwriters — ††
		(3) Form of Master Selected Dealer Agreement — ††

	(i) Bonus, Profit Sharing, Pension Plans — not applicable.
	(j) Form of Custody Agreement.††
	(k) Other Material Contracts

		(1) Administrative Services Agreement†††
		(2) Transfer Agency Agreement†††
		(3) Accounting Services Agreement†††

	(l) Form of Opinion and Consent of Venable LLP — to be filed by amendment.
	(m) Non-Resident Officers/ Directors — none.
	(n) Other Opinions and Consents — consent of independent registered public accounting firm — filed herewith.
	(o) Omitted Financial Statements — none.
	(p) Subscription Agreement — none.
	(q) Model Retirement Plans — none.
	(r) Code of Ethics

		(1) Code of Ethics of Registrant.††
		(2) Code of Ethics of Kayne Anderson Capital Advisors, L.P.†††

	(s)  (1)	Power of Attorney for Ms. Costin and Messrs. Good, Quinn and McCarthy dated July 12, 2004.**

	(2)	Power of Attorney for Mr. Isenberg dated June 15, 2005.†††††
	(3)	Power of Attorney for Mr. Walter dated August 19, 2005.†††††

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*	Previously filed as an exhibit to Registrant’s Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and Exchange Commission on June 15, 2004 and incorporated herein by reference.
**	Previously filed as an exhibit to Registrant’s Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and Exchange Commission on August 13, 2004 and incorporated herein by reference.
***	Previously filed as an exhibit to Registrant’s Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and Exchange Commission on August 25, 2004 and incorporated herein by reference.
†	Previously filed as an exhibit to Registrant’s Pre-Effective Amendment No. 3 to its Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and Exchange Commission on September 1, 2004 and incorporated herein by reference.
††	Previously filed as an exhibit to Registrant’s Pre-Effective Amendment No. 4 to its Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and Exchange Commission on September 16, 2004 and incorporated herein by reference.
†††	Previously filed as an exhibit to Registrant’s Pre-Effective Amendment No. 5 to its Registration Statement on Form N-2 (File No. 333-116479) as filed with the Securities and Exchange Commission on September 27, 2004 and incorporated herein by reference.
††††	Previously filed as an exhibit to Registrant’s Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File No. 333-122380) as filed with the Securities and Exchange Commission on March 30, 2005 and incorporated herein by reference.
†††††	Previously filed as an exhibit to Registrant’s Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File No. 333-123595) as filed with the Securities and Exchange Commission on August 22, 2005 and incorporated herein by reference.

Item 25.	Marketing Arrangements — Reference is made to the underwriting agreement to be filed by amendment as exhibit (h)(1) to the Registrant’s Registration Statement.

Item 26.	Other Expenses of Issuance and Distribution

Securities and Exchange Commission Fees		$	*
Printing and Engraving Expenses		$	*
Legal Fees		$	*
Marketing Expenses		$	*
Accounting Expenses		$	*
Transfer Agent Fees		$	*
Miscellaneous Expenses		$	*
Total		$	*

*	To be filed by amendment.

Item 27.	Persons Controlled by or Under Common Control with Registrant — none.

Item 28.	Number of Holders of Securities as of July 31, 2005

Title of Class		Number of Record Holders
Common Stock, $0.001 par value per share			25

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Item 29.	Indemnification.

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Item 30.	Business and Other Connections of Investment Adviser.

Item 31.	Location of Accounts and Records.

Item 32.	Management Services — not applicable.

Item 33.	Undertakings.

	(a) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective; and
	(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

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	Kayne Anderson MLP Investment Company

	By:	/s/ Kevin S. McCarthy*

	Kevin McCarthy
	Chairman and Chief Executive Officer

Signature				Title		Date
/s/ Kevin S. McCarthy*   Kevin S. McCarthy				Chairman and Chief Executive Officer		September 29, 2005
/s/ Ralph Collins Walter*   Ralph Collins Walter				Treasurer and Chief Financial Officer		September 29, 2005
/s/ Anne K. Costin*   Anne K. Costin				Director		September 29, 2005
/s/ Steven C. Good*   Steven C. Good				Director		September 29, 2005
/s/ Terrence J. Quinn*   Terrence J. Quinn				Director		September 29, 2005
/s/ Gerald I. Isenberg*   Gerald I. Isenberg				Director		September 29, 2005
*By: /s/ David A. Hearth   David Hearth, Attorney-in-Fact (Pursuant to Powers of Attorney previously filed)

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