8

Preferred Stock

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Based on statements publicly filed with the SEC and other information obtained from such persons, as of June 30, 2020, one person beneficially owned more than 5% of KYN’s outstanding Common Stock and eight persons beneficially owned more than 5% of KYN’s outstanding Preferred Stock. Beneficial ownership is determined in accordance with Rule 13d-3 under the 1934 Act and, unless indicated otherwise, includes voting or investment power with respect to the securities.

As of June 30, 2020, the Independent Directors of the Company (other than Ms. Costin and Mr. Pearl, as noted in the following table) and their respective immediate family members did not own beneficially or of record any class of securities of Kayne Anderson or any person directly or indirectly controlling, controlled by, or under common control with Kayne Anderson. As of June 30, 2020, the Independent Directors of the Company did not own beneficially or of record any class of securities of the underwriters of the offerings of the Company’s Common Stock or Preferred Stock or any class of securities of any person directly or indirectly controlling, controlled by, or under common control with such underwriters.

The table below sets forth information about securities owned by the directors of the Company and their respective immediate family members, as of May 31, 2020, in entities directly or indirectly controlling, controlled by, or under common control with, the Company’s investment adviser or underwriters.

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OTHER MATTERS

The Company’s Board of Directors knows of no other matters that are intended to be brought before the meeting. If other matters are properly presented at the Special Meeting, the proxies named in the enclosed form of proxy will vote on those matters in their sole discretion.

MORE INFORMATION ABOUT THE MEETING

Outstanding Stock

At the Record Date; Shares EntitledDate, the Company had the following numbers of shares of stock issued and outstanding:

How Proxies will be Voted

All proxies solicited by the Board of Directors that are properly executed and received at or prior to the Special Meeting, and that are not revoked, will be voted at the Special Meeting. Votes will be cast in accordance with the instructions marked on the enclosed proxy card. If no instructions are specified, the persons named as proxies will cast such votes in accordance with the Board’s recommendations.

How to Vote

KYN

Only holdersIf your shares in the Company are held by a financial intermediary (such as a broker-dealer or bank), you will receive information regarding how to instruct your bank or broker to cast your votes. If you wish to attend and vote at the Special Meeting, you must first obtain a legal proxy from your financial intermediary reflecting the Company’s name, the number of record of the common stock of KYN, par value $.001 per share (the “KYN Common Stock”), and the mandatory redeemable preferred stock of KYN, $25.00 liquidation value per share (the “KYN Preferred Stock”),shares you held as of the Record Date, (as defined below)as well as your name and address. If your shares in the Company are entitledheld by a financial intermediary (such as a broker-dealer or a bank), and you wish to notice of, and toattend, but not vote at, the Special Meeting, please send an email to AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com with the Company name in the subject line and any postponements or adjournments thereof. The KYN Common Stockinclude your full name, address, and Preferred Stocksatisfactory proof of ownership. After receiving this information, AST will then provide you with the meeting password.

If you are the only classes of voting securities of KYN at the close of business on     , 2015 (the “Record Date”).

On the Record Date, 111,201,735 shares of KYN     Common Stock and 20,960,000 shares of KYN Preferred Stock were issued and outstanding and held by and     holders of record, respectively. The holders of the KYN Common Stock and the KYN Preferred Stock vote together as a single class and are entitled to one vote per share at the Meeting for the KYN Proposal. Neither the KYN Common Stock nor the KYN Preferred Stock has cumulative voting rights.

KYE

Only holdersstockholder of record of the common stock of KYE, par value $.001 per share (the “KYE Common Stock”)Company (shares are held in your name as reflected in the Company’s records), andyou may authorize the mandatory redeemable preferred stock of KYE, $25.00 liquidation value per share (the “KYE Preferred Stock”),persons named as ofproxies on the Record Dateenclosed proxy card to cast the votes you are entitled to noticecast at the meeting by completing, signing, dating and returning the enclosed proxy card. If you are a stockholder of record of the Company, or you have received your legal proxy from your financial intermediary as described above, and wish to attend and vote at the Special Meeting, please send an email with “Legal Proxy” in the subject line to AST at attendameeting@astfinancial.com with your name, address, and any postponementssatisfactory proof of ownership (e.g., your legal proxy). After receiving this information, AST will then provide you with the meeting password.

Requests to attend the Special Meeting must be received by AST no later than [2]:00 p.m. Central Time on [October 21], 2020.

Stockholders may attend the Special Meeting by accessing [https://web.lumiagm.com/] and entering the case-sensitive password provided by AST. On the date of the Special Meeting, stockholders are encouraged to log on 15 minutes before the meeting start time.

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Stockholders of record or adjournments thereof. The KYE Common Stock and Preferred Stock are the only classes of voting securities of KYEtheir duly authorized proxies may vote in person at the close of business onSpecial Meeting. However, even if you plan to attend the Record Date.

On the Record Date, 36,075,488 shares of KYE Common Stock and 4,800,000 shares of KYE Preferred Stock were issued and outstanding and entitled toSpecial Meeting, you should still return your proxy card, which will ensure that your vote and held by     and     holders of record, respectively. The holders of the KYE Common Stock and the KYE Preferred Stock vote together as a single class and are entitled to one vote per share at the Meeting for the KYE Proposal. Neither the KYE Common Stock nor the KYE Preferred Stock has cumulative voting rights.is cast should your plans change.

On the Record Date, the following number of shares of KYN Common Stock and Preferred Stock and KYE Common Stock and Preferred Stock were outstanding and entitled to vote together as one class.

Quorum and Adjournment; Required VoteAdjournment

A quorum of the stockholders is necessary to hold a valid meeting. Under our bylaws, for each Company, theThe presence, in person or by proxy, of holders of shares entitled to cast a majority of the votes entitled to be cast (without regard to class) constitutes a quorum for the purposes of the Special Meeting.

Abstentions and broker non–votes (where a broker or nominee does not exercise discretionary authority to vote on a matter and has not received instructions from the beneficial owner), if any,non-votes will be counted for purposes of determining whether a quorum is present at the Special Meeting. See Introduction: “Voting of Proxies”; “How Proxies Will Be Voted” and “Abstentions and Broker Non-Votes.”

A “majority of the outstanding voting securities” of the Company, as defined in the Investment Company Act, means the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Company present or represented by proxy at the Special Meeting, if the holders of more than 50%chairman of the outstanding voting securities of the Company are present or represented by proxy at the Meeting or (ii) more than 50% of the outstanding voting securities of the Company.

If there are not sufficient votes for a quorum, or if a quorum is present, but sufficient votes in favor of the KYN Proposal or the KYE Proposal are not received by the time scheduled for the Meeting, the Chairman of theSpecial Meeting may adjourn the Meeting or, with respect to the proposal which does not have sufficient votes, adjourn the portion of the Meeting to permit further solicitation of proxies,meeting to a date not more than 120 days after the original Record Date without notice other than announcement at the Meeting.

Under Maryland law, the only matters that may be acted on at a special meeting of stockholders are those stated in the Notice of Special Meeting. Accordingly, other than procedural matters relating to the proposals, no other business may properly come before the Meeting. Should any procedural matter requiring a vote of stockholders arise, it is the intention of the persons named in the proxy to vote in accordance with their discretion on such procedural matters.

Voting of Proxies; How Proxies Will Be VotedDissenters’ or Appraisal Rights

Whether you areStockholders of the Company do not have dissenters’ or appraisal rights.

Revoking a KYN or KYE stockholder of record or hold your shares in “street name” through a broker, bank, trustee or other nominee,Proxy

At any time before it has been voted, you may voterevoke your shares or authorizeproxy by: (1) sending a letter revoking your proxy to vote your shares in onethe Secretary of the following ways:

AtCompany at 811 Main Street, 14th Floor, Houston, TX 77002; (2) properly executing and sending a later-dated proxy to the Meeting — If you are a stockholderSecretary of record of athe Company you may vote in person byat the same address; or (3) attending the Special Meeting, requesting return of any previously delivered proxy, and submittingvoting in person.

Broker Non-Votes

Broker non-votes occur when a ballot. If yourbeneficial owner of shares of KYN or KYE Common Stock or Preferred Stock are held in “street name” through a broker, bank, trustee or other nominee, you may vote in person at the Meeting only if you first obtain a legal proxy fromdoes not give instructions to the broker bank, trustee or other nominee that holds yourholding the shares giving you the rightas to how to vote the shares. Under a legal proxy, the broker, bank, trustee or other nominee confers all of its legal rights as a record holder to grant proxies or to vote at the Meeting.on matters deemed “non-routine.”

You will need proof of ownership of KYN or KYE Common Stock and/or Preferred Stock, as well as a form of personal photo identification, to enter the Meeting. In addition, Generally, if your shares are held in street name, you must also present your legal proxy from your broker, bank, trustee or other nomineethe beneficial owner of the shares is entitled to be admittedgive voting instructions to the Meeting. Even if you plan to attendbroker holding the Meeting, we recommend that you also authorize a proxy to vote your shares by mail, telephone orshares. If the internet as described below so that your vote will be counted if you later decidebeneficial owner does not to attend the Meeting.

By Internet — KYN or KYE stockholders may submit proxies over the internet. Instructions for doing so are provided along with your proxy card or voting instruction form. If you authorize a proxy to vote your shares on the internet, please do not mail in your proxy card. Subject to rules relating to broker non-votes, your internet authorization will authorize the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

By Telephone — KYN or KYE stockholders may authorize a proxy by telephone. Instructions for doing so are provided along with your proxy card or voting instruction form. If you authorize a proxy to vote your shares by telephone, please do not mail in your proxy card. Subject to rules relating to broker non-votes, your telephone authorization will authorize the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

By Mail — KYN or KYE stockholders may sign and date the proxy card or voting instruction form received with this Proxy Statement and mail it in the enclosed prepaid and addressed envelope. If you mark your choices on the card or voting instruction form, your shares will be voted as you instruct.

All shares represented by properly executed proxies received in time for the Meeting will be voted at the Meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” the approval of the New KYN Agreement or “FOR” the approval of the New KYE Agreement, as applicable.

If you do not return your broker’s, bank’s, trustee’s or other nominee’s voting form, provide voting instructions, via the internet or telephone through your broker bank, trustee or other nominee, if possible, or attendcan still vote the Meetingshares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. Under the rules and vote in person with a proxy from your broker or nominee, it will have the same effect as if you voted “AGAINST” the adoptioninterpretations of the New KYN AgreementNYSE, “non-routine” matters may substantially affect the rights or “AGAINST” the adoptionprivileges of the New KYE Agreements, as applicable.

Revocability of Proxiesstockholders.

If you have sent a proxy directly to KYN or KYE, you may revoke your proxy and change your vote irrespective of the method (i.e., internet, telephone or mail) by which you originally authorized a proxy to vote your shares by delivering a later-dated proxy or by voting at the Meeting. The later-dated proxy may be delivered by internet, telephone or mail and need not be delivered by the same means used in delivering the to-be-revoked proxy. You may do this at a later date or time by:

If you are a registered stockholder, you may obtain a new proxy card by contacting the KYN and KYE Corporate Secretary at 811 Main Street, 14^th Floor, Houston, Texas 77002, telephone (877) 657-3863.

If your shares are held by a broker, bank, trustee or other nominee, you may obtain a new voting instruction form by contacting your broker, bank, trustee or other nominee. If you sign and date the proxy card or the voting instruction form and submit it in accordance with the accompanying instructions and in a timely manner, any earlier proxy card or voting instruction form will be revoked and your choices on the proxy card or voting instruction form will be voted as you instruct.

Attendance at the Meeting will not in itself constitute the revocation of a proxy. A stockholder may revoke a proxy by filing a written notice of revocation with the Secretary of the applicable Company before or at the Meeting.

Abstentions and Broker Non-Votes

Stockholders that abstain from voting on a particular matter and shares held in “street name” by brokers or nominees who indicate on their proxies that they have not received voting instructions from the beneficial owner and do not have discretionary authority to vote such shares as to a particular matter, a broker

non-vote, will not be counted as votes in favor of such matter. For purposes of determining the presence of a quorum, abstentions will be counted as shares present and broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a matter and has not received voting instructions from the beneficial owner), if any, will also be counted as shares present. Abstentions and broker non-votes will have the same effect as votes “AGAINST” the adoption of the New KYN Agreement or the New KYE Agreement.

Expenses and Solicitation of Proxies

For eachThe Company will bear all fees and expenses incurred in connection with this proxy statement and the expenses of preparing,Special Meeting, including, but not limited to, proxy and proxy solicitation costs, printing and mailing the enclosedcosts, expenses of holding additional Board and stockholder meetings, and related legal fees. Solicitation costs may include (a) printing and mailing of this proxy card, thestatement and accompanying notice and this Proxy Statement, tabulation expenses and all other costs in connection with the solicitationmaterial, (b) reimbursement of proxies will be borne by Kayne Anderson and Ares. Kayne Anderson and Ares may also reimburse banks, brokersbrokerage firms and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the Companies’ shares.Company’s shares, (c) payment to AST for its services in soliciting proxies for the Special Meeting and (d) payment of the costs associated with supplementary solicitations to submit proxies for the Special Meeting. In order to obtain the necessary quorum at the Special Meeting, additional solicitation may be made by postal mail, email, telephone, telegraph, facsimile or personal interview by eachthe Company’s representatives, Kayne Anderson, each Company’s transfer agent, or by brokers or their representatives, or by a solicitation firm that may be engaged by one or morethe Company’s proxy solicitor, AST Fund Solutions, LLC (“AST”).

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Total costs of the Companies to assist it or them in proxy solicitations. The Companies have retained                     to be the proxy solicitor for the solicitation of proxies. The costs associated with all proxy solicitation firms are expectedis estimated to be approximately $                    for KYN and $                    for KYE.$[190,000]. The CompaniesCompany will not pay any of theirits representatives or Kayne Anderson any additional compensation for their efforts to solicit proxies. If the Transaction is consummated, Ares will bear the expenses related to obtaining stockholder approval from the respective Companies related to the Transaction, includingsupplement proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses, in each case, subject to the terms of the Merger Agreement. If the Transaction is not consummated, Kayne Anderson and Ares, and/or their affiliates will each bear 50% of these costs, subject to the terms of the Merger Agreement.solicitation.

Important Notice RegardingINVESTMENT ADVISER

KA Fund Advisors, LLC is the Availability of Proxy Materialsinvestment adviser for the Meeting to be held on     , 2015. This Proxy Statement, each of the Companies’ most recent annual reports and their most recent semi-annual reports succeeding such annual report, if any, are available on our website athttp://www.kaynefunds.com/kyn/sec-filings for KYN and http://www.kaynefunds.com/kye/sec-filings for KYE. The Companies each will furnish, without charge, a copy of these documents to any stockholder upon request. Stockholders may obtain copies by contacting the CompaniesCompany. Its principal office is located at 811 Main Street, 14^th14th Floor, Houston, Texas 77002 or by calling (877) 657-3863.

PROPOSALS:

APPROVAL OF A NEW INVESTMENT MANAGEMENT AGREEMENT WITH THE

ADVISER FOR EACH COMPANY

Stockholders of KYN are being asked to approve the New KYN Agreement with the Adviser. Stockholders of KYE are being asked to approve the New KYE Agreement with the Adviser (together, the New KYN Agreement and the New KYE Agreement, are referred to as the “New Agreements”).

The Adviser currently serves as the investment adviser to each Company under a separate investment management agreement with such Company (together, the “Current Agreements”). Each proposed New Agreement has substantially identical terms as the corresponding Current Agreement, except for the commencement and renewal dates.

The Adviser and its parent company, KACALP, together with certain owners and affiliates thereof, have entered into a business combination and merger agreement (the “Merger Agreement”) with Ares. The resulting business combination (the “Transaction”) would result in a change of ownership of the Adviser because it would become a subsidiary of Ares Management L.P. (“Ares Management”). That change of ownership is an assignment of the Current Agreements under the Investment Company Act and would cause automatic termination of those Agreements.

Subject to obtaining approval of the applicable New Agreement for each Company, the Adviser would continue to act as the investment adviser to each Company, with no break in the continuity of its investment advisory services to the Company. If approved, the New Agreements would take effect on the consummation of the change of control of the Adviser, as described below.TX 77002.

The Change of ControlADMINISTRATOR

The Adviser’s majority owner and parent company is KACALP. Officers of the Adviser own a minority interest in the Adviser. KACALP is controlled by its general partner, Kayne Anderson Investment Management, Inc., a Nevada corporation controlled by Richard Kayne. KACALP, the Adviser and certain of their owners and affiliates recently signed the Merger Agreement that would result in both KACALP and the Adviser becoming subsidiaries of Ares Management. The existing owners of the Adviser and KACALP will receive 94,736,842 partnership interests (the “Ares Operating Group Units”) in each of five subsidiaries of Ares Management and $750 million of cash consideration, in each case, subject to certain potential adjustments as set forth in the Merger Agreement. Ares may elect to deliver to such existing owners additional Ares Operating Group Units, as valued in the Merger Agreement, in lieu of up to $250 million in cash consideration. Assuming a full exchange of 94,736,842 Ares Operating Group Units (or 107,894,736 Ares Operating Group Units if Ares exercise its option in full to deliver additional Ares Operating Group Units in lieu of cash) for common units of Ares Management (“Common Units”) and the exchange of all other outstanding Ares Operating Group Units for Common Units, the Ares Operating Group Units will represent approximately 31% (or 34% if Ares exercise such option in full) of the outstanding Common Units as of July 23, 2015.

Ares Management is a global alternative asset manager with approximately $87 billion of assets under management as of March 31, 2015 and approximately 800 employees in over 15 offices across the United States, Europe and Asia. Ares Management offers its investors a range of investment strategies and seeks to deliver attractive performance to an investor base that includes over 600 direct institutional relationships and a significant retail investor base across its publicly traded and sub-advised funds. Since its inception in 1997, it has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns through market cycles. Ares Management believes each of its four distinct but

complementary investment groups in Tradable Credit, Direct Lending, Private Equity and Real Estate is a market leader based on assets under management and investment performance. Common Units representing limited partner interests in Ares Management are traded on the NYSE under the symbol “ARES.” Ares Management’s Common Units began trading on the NYSE on May 2, 2014.

Subject to the approval of the New Agreement for KYN and KYE, the Adviser would continue to act as investment adviser to each Company. The Transaction is expected to close on or around January 1, 2016, subject to various customary closing conditions.

The Current Agreements

The Current KYN Agreement

With respect to KYN, the Current Agreement, which is technically identified as the Amended and Restated Investment Management Agreement, dated as of December 12, 2006 (the “Current KYN Agreement”), was approved by the stockholders of KYN on December 12, 2006, and later amended. Pursuant to the Current KYN Agreement, the Company pays a management fee, computed and paid quarterly at an annual rate of 1.375% of its average quarterly total assets less a fee waiver. On September 17, 2014, the Company renewed its agreement with the Adviser for a period of one year, though the Current KYN Agreement will automatically terminate in the event of its deemed assignment under the Investment Company Act resulting from the closing of the Transaction. In conjunction with this renewal, the Company amended and extended its separate fee waiver agreement with the Adviser for an additional one-year term expiring on December 11, 2015. The fee waiver agreement provides for a management fee of 1.375% on average total assets up to $4.5 billion, a fee of 1.25% on average total assets between $4.5 billion and $9.5 billion, a fee of 1.125% on average total assets between $9.5 billion and $14.5 billion, and a fee of 1.0% on average total assets in excess of $14.5 billion.

Under the Current KYN Agreement, the Adviser acts as the investment manager to the Company and supervises investments of the Company in accordance with the investment objectives, programs and restrictions of the Company as provided in the Company’s governing and disclosure documents or otherwise, and subject to such other limitations as the Board may impose from time to time in writing to the Manager. More specifically, the Adviser: (i) furnishes the Company with advice and recommendations with respect to the investment of the Company’s assets and the purchase and sale of portfolio securities for the Company; (ii) furnishes the Company with reports, statements and other data on securities, economic conditions and other pertinent subjects that the Board may reasonably request; (iii) manages the investments of the Company, subject to the ultimate supervision and direction of the Board; (iv) provides persons satisfactory to the Board to act as officers and employees of the Company; and (v) renders to the Board such periodic and special reports with respect to the Company’s investment activities as the Board may reasonably request. In addition, the Adviser devotes significant resources to ensure that the Company has adequate access to capital by maintaining relationships with banks and other institutional investors, as well as the ratings agencies, and by responsibly managing the Company’s leverage. The Adviser also provides all other services that are necessary for the administration of the Company’s business and affairs, or supervises third-party providers of such services. For example, the Adviser places orders for the purchase and sale of securities either directly with the issuer or with a broker or dealer selected by the Adviser, provides internal accounting, legal and compliance services and supervises the Company’s third-party custodian, transfer agent, accounting firms and law firms.

The Current KYN Agreement provides that the Adviser shall not be liable for any loss sustained by reason of the purchase, holding or sale of any security, except loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Adviser of its obligations and duties.

With respect to the operation of the Company, the Adviser is responsible for the compensation of any of the Company’s directors, officers, and employees who are affiliates of the Adviser (but not the compensation of employees performing services in connection with expenses which are the Company’s responsibility) and providing office space and equipment reasonably necessary for the operation of the Company. The Company is responsible for payment of all of its expenses including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Company, including all fees and expenses of its custodian, stockholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its net asset value and of maintaining its books of account required under the Investment Company Act; exchange listing fees; taxes, if any; expenditures in connection with meetings of the Company’s stockholders and Board that are properly payable by the Company; salaries and expenses of officers and fees and expenses of directors or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser; expenses of the Adviser or of the Company’s directors, officers, and employees, including those who are affiliates of the Adviser, reasonably incurred in connection with arranging, structuring or administering proposed and existing investments for the Company, which may be allocated to the Company on an equitable basis; insurance premiums on property or personnel of the Company which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Company or other communications for distribution to existing stockholders; legal, auditing and accounting fees; expenses associated with borrowing or leverage by the Company; marketing, advertising and public/investor relations expenses; trade association dues; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing stockholder accounts, including all charges for transfer, stockholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Company, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses. To the extent the Adviser incurs any costs by assuming expenses that are an obligation of the Company as set forth herein, the Company shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear those expenses. To the extent the services for which the Company is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Company to the extent of the Adviser’s actual costs for providing such services.

Management Fees and Other Expenses Under the Current KYN Agreement

Under the Current KYN Agreement, the Company pays the Adviser a quarterly fee for providing investment advisory services. The following fees were paid to the Adviser for the fiscal year ended November 30, 2014, which includes the effect of the separate contractual fee waiver. Also shown are the contractual fee rates from the Current KYN Agreement.

Comparison of the Current KYN Agreement to the New KYN Agreement

The New KYN Agreement is substantially identical to the Current KYN Agreement as described above in all material respects, except for the commencement and renewal dates. The initial term of the New KYN Agreement would extend for two years from its effective date, after which it would continue from year to year subject to the same approval process as described above for the Current Agreement. A copy of the New KYN Agreement is attached to this Proxy Statement as Appendix B-1. The Board, together with the requisite number of independent directors (the “Independent Directors”), voted in person on July 8, 2015 to approve the New KYN Agreement. The Board is recommending to stockholders of the Company that they approve the New KYN Agreement. If the New KYN Agreement is approved by the stockholders of KYN, the Board and the Adviser have agreed to extend the contractual fee waiver for the same two-year term as the New KYN Agreement.

This discussion of the New KYN Agreement is qualified in its entirety by reference toAppendix B-1.

The Current KYE Agreement

With respect to KYE, the Current Agreement, dated as of June 27, 2005 (the “Current KYE Agreement”), was initially approved by the stockholders of KYE on June 27, 2005. Pursuant to the Current KYE Agreement, the Company pays a management fee, computed and paid monthly at an annual rate of 1.25% of its average monthly total assets. On September 17, 2014, the Company renewed its agreement with the Adviser for a period of one year, though the Current KYE Agreement will automatically terminate in the event of its deemed assignment under the Investment Company Act resulting from the closing of the Transaction.

Under the Current KYE Agreement, the Adviser acts as the investment manager to the Company and supervises investments of the Company in accordance with the investment objectives, programs and

restrictions of the Company as provided in the Company’s governing and disclosure documents or otherwise, and subject to such other limitations as the Board may impose from time to time in writing to the Manager. More specifically, the Adviser: (i) furnishes the Company with advice and recommendations with respect to the investment of the Company’s assets and the purchase and sale of portfolio securities for the Company; (ii) furnishes the Company with reports, statements and other data on securities, economic conditions and other pertinent subjects that the Board may reasonably request; (iii) manages the investments of the Company, subject to the ultimate supervision and direction of the Board; (iv) provides persons satisfactory to the Board to act as officers and employees of the Company; and (v) renders to the Board such periodic and special reports with respect to the Company’s investment activities as the Board may reasonably request. In addition, the Adviser devotes significant resources to ensure that the Company has adequate access to capital by maintaining relationships with banks and other institutional investors, as well as the ratings agencies, and by responsibly managing the Company’s leverage. The Adviser also provides all other services that are necessary for the administration of the Company’s business and affairs, or supervises third-party providers of such services. For example, the Adviser places orders for the purchase and sale of securities either directly with the issuer or with a broker or dealer selected by the Adviser, provides internal accounting, legal and compliance services and supervises the Company’s third-party custodian, transfer agent, accounting firms and law firms.

The Current KYE Agreement provides that the Adviser shall not be liable for any loss sustained by reason of the purchase, holding or sale of any security, except loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Adviser of its obligations and duties.

With respect to the operation of the Company, the Adviser is responsible for the compensation of any of the Company’s directors, officers, and employees who are affiliates of the Adviser (but not the compensation of employees performing services in connection with expenses which are the Company’s responsibility) and providing office space and equipment reasonably necessary for the operation of the Company. The Company is responsible for payment of all of its expenses including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Company, including all fees and expenses of its custodian, stockholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its net asset value and of maintaining its books of account required under the Investment Company Act; exchange listing fees; taxes, if any; expenditures in connection with meetings of the Company’s stockholders and Board that are properly payable by the Company; salaries and expenses of officers and fees and expenses of directors or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser; expenses of the Adviser or of the Company’s directors, officers, and employees, including those who are affiliates of the Adviser, reasonably incurred in connection with arranging, structuring or administering proposed and existing investments for the Company, which may be allocated to the Company on an equitable basis; insurance premiums on property or personnel of the Company which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Company or other communications for distribution to existing stockholders; expenses associated with borrowing or leverage by the Company; marketing, advertising and public/investor relations expenses; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing stockholder accounts, including all charges for transfer, stockholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Company, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses. To the extent the Adviser incurs any costs by assuming expenses that are an obligation of the Company as set forth herein, the Company shall promptly reimburse the Adviser for such

costs and expenses, except to the extent the Adviser has otherwise agreed to bear those expenses. To the extent the services for which the Company is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from the Company to the extent of the Adviser’s actual costs for providing such services.

Management Fees and Other Expenses Under the Current KYE Agreement

Under the Current KYE Agreement, the Company pays the Adviser a quarterly fee for providing investment advisory services. The following fees were paid to the Adviser for the fiscal year ended November 30, 2014. There were no applicable expense limitations or contractual fee waivers. Also shown is the contractual fee rate from the Current KYE Agreement.

Comparison of the Current KYE Agreement and the New KYE Agreement

The New KYE Agreement is substantially identical to the Current KYE Agreement as described above in all material respects, except for the commencement and renewal dates. The initial term of the New KYE Agreement would extend for two years from its effective date, after which it would continue from year to year subject to the same approval process as described above for the Current KYE Agreement. A copy of the New KYE Agreement is attached to this Proxy Statement as Appendix B-2. The Board, together with the requisite number of Independent Directors, voted in person on July 8, 2015 to approve the New KYE Agreement. The Board is recommending to stockholders of the Company that they approve the New KYE Agreement.

This discussion of the New KYE Agreement is qualified in its entirety by reference toAppendix B-2.

Board Actions, Considerations, and Recommendations

At an in-person meeting of each Board held on July 8, 2015 (the “Board Meeting”), the KYN Board and the KYE Board, including the Independent Directors, separately considered the approval of each New Agreement with the applicable Company. In determining to approve the New Agreements, each Board considered that it had most recently approved the continuation of the Current Agreements, the terms of which are substantially identical to the New Agreements, for an additional year at a meeting in September 2014.

During the course of each year and in connection with their consideration of the renewal of the Current Agreements, the Boards received various materials from the Adviser, including (i) information on the advisory personnel of the Adviser; (ii) information on the internal compliance procedures of the Adviser; (iii) comparative information showing how the respective Company’s fees and expenses compare to other registered investment companies that follow investment strategies similar to those of the Company; (iv) information regarding brokerage and portfolio transactions; (vi) comparative information showing how each Company’s performance compares to other registered investment companies that follow investment strategies similar to those of each Company; and (vii) information on any material legal proceedings or regulatory audits or investigations affecting the Companies or the Adviser.

Executives of the Adviser discussed preliminary information about the proposed Transaction with the Independent Directors during an executive session at a quarterly board meeting held on June 16, 2015.

Thereafter, and before the Board Meeting, the Adviser provided materials to the KYN and KYE Boards for their separate evaluation of each New Agreement in response to information requested by the Independent Directors, who were advised by independent legal counsel with respect to these and other relevant matters. The Independent Directors also met separately on June 25, 2015 and July 7, 2015 (before the full Board Meeting) with their independent legal counsel to consider and discuss the information provided. Representatives from the Adviser and Ares presented information to the Independent Directors and answered questions at a meeting on July 7, 2015. As a result of the meetings, the Independent Directors unanimously recommended approval of each New Agreement. Representatives from the Adviser attended the Board Meeting and presented additional oral and written information to the Boards to assist in their considerations.

Discussed below are certain of the factors considered by the KYN and KYE Boards in approving the New Agreements. This discussion is not intended to be all-inclusive. The respective Boards, including the Independent Directors, reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings and in various discussions with senior management of the Adviser relating specifically to the Transaction and the New Agreements. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.

Taking all of the information and deliberations into account, the Independent Directors reviewed various factors presented to them, the detailed information provided by the Adviser at the meeting and at other times throughout the year, and other relevant information and the following factors, none of which was dispositive in their decision whether to approve the Agreement:

The nature, extent, and quality of the services to be provided by the Adviser

The respective Boards, including the Independent Directors, considered the scope and quality of services that have been provided by the Adviser under the Current Agreements. The respective Boards, including the Independent Directors, considered the quality of the investment research capabilities of the Adviser and the other resources the Adviser has dedicated to performing services for the Companies, including the high caliber of portfolio managers and research analysts involved, the large and experienced team of investment, accounting, legal, trading and compliance professionals at the Adviser dedicated to the Companies, and the continued addition of professionals at the Adviser to broaden its coverage efforts. The respective Boards, including the Independent Directors, also considered the quality of other services, including the Adviser’s assistance in the coordination of the activities of some of each Company’s other service providers, the provision of certain administrative, compliance, reporting and financial services by the Adviser, the use of call options and the responsible handling of the leverage target. The respective Boards, including the Independent Directors, took note of the Adviser’s excellent track records in identifying and executing on key investment themes and in sourcing and negotiating private investments for the appropriate Company as well as the Companies’ best-in-class access to investments and capital markets due in part to the Adviser’s credibility with institutional investors. The respective Boards, including the Independent Directors, also considered the nature and quality of the services provided by the Adviser to the Companies in light of their experience as Directors of the Companies, their confidence in the Adviser’s integrity and competence gained from that experience and the Adviser’s responsiveness to questions, concerns or requests for information raised or made by them in the past. The respective Boards, including the Independent Directors, noted the high quality of services provided by the Adviser during periods when the market faces significant turmoil, including various current market challenges, as well as the Adviser’s efforts to maximize returns and its leadership position in the markets in which it invests. The respective Boards, including the

Independent Directors, discussed the scope of responsibilities of, and resources expected to be available to, the key investment management and other personnel of the Adviser after the Transaction closes. Based on information provided by the Adviser and Ares, the Independent Directors concluded that the Adviser has the quality and depth of personnel and investment methods essential to performing its duties under the Agreement, and should be able to sustain that quality and depth after the Transaction closes, and that the nature and the proposed cost of such advisory services would be fair and reasonable in light of the services expected to be provided.

Each Company’s performance under the management of the Adviser

The Independent Directors reviewed information pertaining to the performance of the Companies. This data compared each Company’s performance to the performance of certain other registered investment companies that follow investment strategies similar to those of the Company as well as its benchmark. The comparative information showed that the performance of each Company is satisfactory on an overall basis compared to other similar closed-end funds for various periods despite certain periods of lower relative performance against applicable peer groups. Based upon their review and consideration of applicable securities price indices, the Independent Directors concluded that each Company’s investment performance over time has been satisfactory compared to other closed-end funds that focus on investments in energy-related master limited partnerships (“MLPs”) and other energy companies, as applicable, and that each Company has generated strong returns for investors. Of particular note has been KYN’s relatively stronger stock price based on the premium to its net asset value per share compared to other closed-end funds in its peer group. The Independent Directors also reviewed information comparing the performance of the Companies with alternative fund structures following similar strategies, including exchange-traded funds and open-end funds, and concluded that the comparative information showed that the performance of each Company compares favorably for many periods to alternative MLP and comparable energy company fund structures. The Independent Directors noted that in addition to the information received for the Board Meeting, the Independent Directors also receive detailed performance information for the Companies at each regular meeting of the Board of Directors during the year. The Independent Directors considered the investment performance of two other closed-end investment companies managed by the Adviser, but noted that they are not directly comparable. The Independent Directors did not consider the performance of other accounts of the Adviser because there were no accounts similar enough to be relevant for performance purposes.

The reasonability of the management fee and fall-out benefits

The Independent Directors considered each Company’s management fee under the applicable New Agreement in comparison to the management fees of funds within the Company’s peer group. The Independent Directors also compared the fee structure under each New Agreement with that of various private funds and separately managed accounts (the “Other Accounts”) advised by the Adviser or its affiliates and concluded that the fee rate under each Current Agreement is lower than many of the Other Accounts because the Adviser charges a performance fee for many of the Other Accounts. The Independent Directors also considered the greater risks and burdens associated with managing the Companies. The Adviser’s successful handling of past market downturns and related leverage challenges, the administrative burden resulting from each Company’s tax complexities, each Company’s lower level of operating expenses (other than management fees), each Company’s participation in private investments, particularly “PIPE” transactions, the Adviser’s long standing relationships with management teams in the energy space, and the Adviser’s successful pricing and timing strategies related to the capital raising for each Company were also noted by the Independent Directors as relevant considerations in evaluating the reasonableness of the proposed management fee rates. The Independent Directors also discussed and are comfortable with the different contractual fee rates for KYN and KYE given differences in strategies and investments, and related

differences in difficulties and complexities. Based on those comparisons, the Independent Directors concluded that the proposed management fees for each Company remain reasonable.

The extent to which economies of scale would be realized as the Company grows and whether fee levels reflect these economies of scale for the benefit of stockholders

The Independent Directors considered economies of scale that are being enjoyed by stockholders of the Companies. In this regard, they noted the extent to which operating expenses declined over the past several years and noted that the Adviser added professionals to its already robust and high-quality team, both of which represented a sharing of those economies of scale. The Independent Directors also considered further possible economies of scale that the Adviser could achieve in its management of the Companies. They considered the information provided by the Adviser relating to each Company’s operating expenses and information comparing the fee rate charged by the Adviser with fee rates charged by other unaffiliated investment advisers to their investment company clients. They also noted that beginning on October 1, 2012 with respect to KYN, which has a higher contractual advisory fee, the Adviser agreed to a breakpoint under the existing fee structure through an annual fee waiver agreement, and that the Adviser agreed to additional breakpoints effective December 11, 2014. These additional breakpoints would result in further reduction in the effective average fee rate as that Company grows. The Independent Directors also considered the Adviser’s commitment to retaining its current professional staff in a competitive environment for investment and compliance professionals. The Independent Directors concluded that the fee structure for each Company is reasonable in view of the information provided by the Adviser, including the additional breakpoints for KYN, which represent a sharing of the economies of scale that would result from substantial future growth of that Company. The Independent Directors then noted that they would continue to monitor and review further growth of the Companies in order to remain comfortable with the fee structure after any applicable future economies of scale.

The Independent Directors considered that the Adviser does not anticipate that there will be any material adverse change in the services provided to either Company or personnel who are engaged in the portfolio management activities for a Company as a result of the Transaction. In addition, the consensus of the Independent Directors, based on the information presented to them, was that there would be no “unfair burden” on either Company as a result of the Transaction within the meaning of Section 15(f) of the Investment Company Act. In particular, the Independent Directors considered that there would not be an increase in the contractual advisory fee applicable to either Company (nor a reduction in any fee waiver), or additional compensation paid by that Company to the Adviser or its affiliates, as a result of the Transaction. The Independent Directors considered that the terms of each New Agreement are substantially identical in all material respects to those of the corresponding Current Agreement.

The Independent Directors of each Company believe the approval of the applicable New Agreements would be in the best interests of each Company and of the stockholders of each Company. Approval of the New Agreements would allow the management of each Company to continue uninterrupted after the consummation of the Transaction. In addition, the Independent Directors believe that there may be the following potential additional benefits associated with the Transaction:

The Independent Directors of the Companies also noted that there were no adverse effects expected for the Companies or their stockholders as a result of the Transactions or approval of the New Agreements. The terms of the New Agreements would be substantially identical to the Current Agreements (other than the commencement and renewal dates), and any applicable existing advisory fee waivers would remain in place for the initial two-year term of the New Agreements.

On the basis of these and other factors, each Board concluded that it would be in the best interests of each Company to continue to be advised by the Adviser, and voted unanimously, including the unanimous vote of the Independent Directors present at the Board Meeting, to approve the applicable New Agreement, including the management fees proposed in each New Agreement, in respect of each Company for a two-year period commencing immediately following the stockholder approval of the New Agreement and the consummation of the Transaction, and to recommend to stockholders of each Company that they approve each applicable New Agreement as well.

Section 15(f)

The Board has been informed that Ares and the Adviser have each agreed to take certain actions to comply with Section 15(f) of the Investment Company Act, as set forth in the Merger Agreement. Section 15(f) provides a non-exclusive “safe harbor” for an investment adviser or any affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the directors of each Company must not be “interested persons” of the Adviser as defined in the Investment Company Act. Second, an “unfair burden” must not be imposed on either Company as a result of the Transaction or any express or implied terms, conditions, or understandings applicable to the Company. The term “unfair burden” is defined in Section 15(f) to include any arrangement during the two-year period after the Transaction whereby an investment adviser or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for such investment company). Each Board has been advised that the Adviser, after due inquiry, does not believe that there will be, and is not aware of, any express or implied term, condition, arrangement, or understanding that would impose an “unfair burden” on either Company as a result of the change of control of the Adviser.

Vote Required and Recommendation

The affirmative vote of a majority of each Company’s outstanding voting securities (as defined in the Investment Company Act) is required to approve the applicable New Agreement with respect to such Company. The Investment Company Act defines a vote of a majority of a fund’s outstanding voting securities as the lesser of (i) 67% or more of the voting securities represented at the Meeting if more than

50% of the outstanding voting securities are so represented or (ii) more than 50% of the outstanding voting securities. If approved by stockholders, each New Agreement will take effect on the consummation of the Transaction. If the applicable New Agreement is not approved with respect to a Company, the applicable Current Agreement would automatically terminate on the consummation of the Transaction without a replacement agreement to take effect. In that event, the Board of Directors would consider various alternatives, such as again seeking stockholder approval of the applicable New Agreement or of a different agreement, allowing the Adviser to manage the affected Company at cost for a temporary period, hiring a transition manager or new manager, seeking stockholder approval of a reorganization or liquidating such Company. Alternatively, Ares may determine not to proceed with consummation of the Transaction if the New Agreements are not approved.

THE BOARD OF DIRECTORS OF KYN, INCLUDING THE INDEPENDENT DIRECTORS, BELIEVES THAT THE PROPOSAL TO APPROVE THE NEW KYN AGREEMENT IS IN THE BEST INTERESTS OF KYN AND ITS STOCKHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

THE BOARD OF DIRECTORS OF KYE, INCLUDING THE INDEPENDENT DIRECTORS, BELIEVES THAT THE PROPOSAL TO APPROVE THE NEW KYE AGREEMENT IS IN THE BEST INTERESTS OF KYE AND ITS STOCKHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

Other Matters to Come Before the Meeting

Under Maryland law, the only matters that may be acted on at a special meeting of stockholders are those stated in the Notice of Special Meeting. Accordingly, other than procedural matters relating to the proposals, no other business may properly come before the Meeting, Should any procedural matter requiring a vote of stockholders arise, it is the intention of the persons named in the proxy to vote in accordance with their discretion on such procedural matters.

Expenses

The Adviser and Ares will bear all costs and expenses associated with the Transaction, including the costs of holding the Meeting, the costs of this proxy solicitation and the incremental costs of mailing the Proxy Statement to stockholders of record as of the close of business on the record date. If the Transaction is consummated, Ares will bear the expenses related to obtaining stockholder approval from the respective Companies related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses, in each case, subject to the terms of the Merger Agreement. If the Transaction is not consummated, Kayne Anderson and Ares, and/or their affiliates will each bear 50% of these costs, subject to the terms of the Merger Agreement. In either case, the Companies will not bear any of these costs.

Solicitation of Proxies

Solicitation will be primarily by mail and electronic communication, but officers of the respective Companies or regular employees of the Adviser may also solicit without compensation by telephone, electronic communication, or personal contact. Kayne Anderson has also retained to assist in the solicitation process.

Adviser

The Adviser, KA Fund Advisers, LLC, with its principal offices at 811 Main Street, 14^th Floor, Houston, Texas 77002, acts as the investment adviser to the Companies, responsible for implementing and administering their investment strategy. The Adviser is a subsidiary of Kayne Anderson Capital Advisors, L.P., its managing member (“KACALP”). The Adviser and KACALP are both SEC-registered investment advisers. KACALP has one general partner, Kayne Anderson Investment Management, Inc., a Nevada corporation controlled by Richard A. Kayne through majority ownership of its holding company, and a number of individual limited partners.

As of March 31, 2015, Kayne Anderson and its affiliates had assets under management of approximately $26 billion, including approximately $21 billion in energy companies. Assets under management figures represent the sum of the net asset value of managed funds and accounts, the drawn and undrawn debt (at the fund level including amounts subject to restrictions), issued and outstanding senior securities and any net income tax liabilities and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). Kayne Anderson has invested in MLPs and other midstream energy companies since 1998. In addition to the Companies, the Adviser manages two other publicly traded investment companies that invest in energy companies: Kayne Anderson Energy Development Company (NYSE: KED); and Kayne Anderson Midstream/Energy Fund, Inc. (NYSE: KMF). KED’s contractual management fee with the Adviser provides for a management fee at an annual rate of 1.75% of total assets, subject to a reduction of the rate down to 1.25% for a certain portion of the assets. KED’s total assets as of June 30, 2015 were $418 million. KMF’s contractual management fee with the Adviser provides for a management fee at an annual rate of 1.25%. KMF’s total assets as of June 30, 2015 were $1,083 million.

The following table provides the name and principal occupation of each executive officer of the Adviser. The business address of each executive officer of the Adviser is c/o Kayne Anderson, 811 Main Street 14^th Floor, Houston, Texas 77002.

Directors and Officers of KYN and KYE

The table below lists the current Directors and executive officers of each Company.

Interested Persons of KYN and KYE

Mr. McCarthy, a Director of both KYN and KYE, is deemed to be an “interested person” of those Companies as defined in the Investment Company Act. His status as an interested person results from his current executive officer position and ownership interest in the Adviser, and his management role with the Adviser. Mr. McCarthy’s ownership interest with respect to the Kayne Anderson organization is less than 15%. Accordingly, he may be considered to have an interest with respect to the Proposal because the Adviser’s advisory services to the Company would continue if the New Agreements are approved and because of his receipt of a portion of the consideration in the Transaction corresponding to his ownership interest in the Kayne Anderson organization. Mr. McCarthy would also enter into an employment arrangement with an affiliate of Ares after the closing of the Transaction. Other than in connection with the Transactions as described above with respect to Mr. McCarthy, the Adviser and the Companies are not aware that any Directors have or had a material direct or indirect interest in any material transactions since the beginning of the most recently completed fiscal year, or in any material proposed transactions, in each case, to which the Adviser, Ares or their parents or subsidiaries was or is to be a party.

Control Persons and Principal Holders of Securities

Outstanding Stock

At the Record Date, each Company had the following numbers of shares of stock issued and outstanding:

The undersigned stockholder of Kayne Anderson MLPMLP/Midstream Investment Company (the “Company” or “KYN”(“KYN”), a Maryland corporation, hereby appoints David J. ShladovskyTerry A. Hart and JamesJody C. Baker, andMeraz, or either of them, as proxies for the undersigned, with full power of substitution in each of them, with power to act without the other and with power of substitution, as proxies and hereby authorizes them to attend the virtual Special Meeting of Stockholders of the CompanyKYN (the “Meeting”“Special Meeting”) to be held on [October 22], 2015 at the principal executive offices of the Company located at 811 Main Street, 14^th Floor, Houston, Texas 77002, or at any other location,2020 and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at thesuch Special Meeting and otherwise to otherwise represent the undersigned at the Special Meeting with all powers whichpossessed by the undersigned would possess if personally present at the Special Meeting. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Special Meeting.

TheIf this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed on the other side. If this Proxy is executed butbelow, or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” the approval“for” each of the New KYN Investment Management Agreement. Theproposals. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the Special Meeting or any adjournment or postponement thereof.

Address Change/Comments

(Mark the corresponding box on the reverse side)

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAYMARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED POSTMARKED ENVELOPE.

▼ PLEASE DETACH AT PERFORATION BEFORE MAILING ▼

We encourage you to take advantage of internet or telephone voting.KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY

Both are available 24 hours a day, 7 days a week.

Internet and telephone voting is available through 11:59 p.m. Eastern Time the day prior to the Stockholder Meeting Date.

Internet Information:

Telephone Information:SPECIAL MEETING PROXY CARD

THE BOARD OF DIRECTORS OF KYN RECOMMENDS A VOTE FOR THE PROPOSAL.(continued from reverse side)

Common

486606106

FOR approval of the new investment management agreement by and between KA Fund Advisors, LLC and Kayne Anderson MLP Investment Company.PROXY

KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY

SPECIAL MEETING PROXY CARD

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE

MANNER DIRECTED BELOW OR, IF NO CHOICE IS INDICATED, WILL

BE VOTED “FOR” EACH PROPOSAL.

NOTE: This proxy must be signed exactly as your name(s) appears hereon. If as an attorney, executor, guardian, or in some representative capacity or as an officer of a corporation, please add full titles. Joint owners should each sign; however, a proxy with respect to shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy, the Company receives specific written notice to the contrary from any one of them.

IN ORDER TO AVOID THE DELAY AND EXPENSE OF FURTHER SOLICITATION, WE STRONGLY URGE YOU TO REVIEW, COMPLETE AND RETURN YOUR PROXY AS SOON AS POSSIBLE. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE SIGN AND DATE BELOW BEFORE MAILING.

TOLL FREE NUMBER: 1-XXX-XXX-XXXX

Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders. Meeting:

The Proxy Statement is Available at:proxy statement and KYN’s most recent Semi-Annual and Annual Reports are available

on the internet at http://www.kaynefunds.com/kye/sec-filingsproxyinformation.

FOLD AND DETACH HEREPreferred

4866065#9 (privately held)

4866066#8 (privately held)

4866067#7 (privately held)

4866062*6 (privately held)

4866063*5 (privately held)

KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC.MLP/MIDSTREAM INVESTMENT COMPANY

Special Meeting of Stockholders of Kayne Anderson Energy Total Return Fund, Inc.-2015

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF KYEFOR

THE SPECIAL MEETING OF STOCKHOLDERS — [OCTOBER 22], 2020

The undersigned stockholder of Kayne Anderson Energy Total Return Fund, Inc. (the “Company” or “KYE”MLP/Midstream Investment Company (“KYN”), a Maryland corporation, hereby appoints David J. ShladovskyTerry A. Hart and JamesJody C. Baker, andMeraz, or either of them, as proxies for the undersigned, with full power of substitution in each of them, with power to act without the other and with power of substitution, as proxies and hereby authorizes them to attend the virtual Special Meeting of Stockholders of the CompanyKYN (the “Meeting”“Special Meeting”) to be held on [October 22], 2015 at the principal executive offices of the Company located at 811 Main Street, 14^th Floor, Houston, Texas 77002, or at any other location,2020 and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at thesuch Special Meeting and otherwise to otherwise represent the undersigned at the Special Meeting with all powers whichpossessed by the undersigned would possess if personally present at the Special Meeting. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Special Meeting.

TheIf this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed on the other side. If this Proxy is executed butbelow, or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” the approval“for” each of the New KYE Investment Management Agreement. Theproposals. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the Special Meeting or any adjournment or postponement thereof.

Address Change/Comments

(Mark the corresponding box on the reverse side)

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAYMARK, SIGN, DATE AND RETURN THIS

PROXY PROMPTLY USING THE ENCLOSED POSTMARKED ENVELOPE.

▼ PLEASE DETACH AT PERFORATION BEFORE MAILING ▼

We encourage you to take advantage of internet or telephone voting.KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY

Both are available 24 hours a day, 7 days a week.

Internet and telephone voting is available through 11:59 p.m. Eastern Time the day prior to the Stockholder Meeting Date.

Internet Information:

Telephone Information:SPECIAL MEETING PROXY CARD

THE BOARD OF DIRECTORS of KYE RECOMMENDS A VOTE FOR THE PROPOSAL.(continued from reverse side)

Preferred

4866065#9 (privately held)

4866066#8 (privately held)

4866067#7 (privately held)

4866062*6 (privately held)

4866063*5 (privately held)

FOR approval of the new investment management agreement by and between with KA Fund Advisors, LLC and Kayne Anderson Energy Total Return Fund Inc.PROXY

KAYNE ANDERSON MLP/MIDSTREAM INVESTMENT COMPANY

SPECIAL MEETING PROXY CARD

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE

MANNER DIRECTED BELOW OR, IF NO CHOICE IS INDICATED, WILL

BE VOTED “FOR” EACH PROPOSAL.

NOTE: This proxy must be signed exactly as your name(s) appears hereon. If as an attorney, executor, guardian, or in some representative capacity or as an officer of a corporation, please add full titles. Joint owners should each sign; however, a proxy with respect to shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy, the Company receives specific written notice to the contrary from any one of them.

IN ORDER TO AVOID THE DELAY AND EXPENSE OF FURTHER SOLICITATION, WE STRONGLY URGE YOU TO REVIEW, COMPLETE AND RETURN YOUR PROXY AS SOONImportant Notice Regarding the Availability of Proxy Materials for the Special Meeting:

AS POSSIBLE. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARESThe proxy statement and KYN’s most recent Semi-Annual and Annual Reports are available

YOU OWN. PLEASE SIGN AND DATE BELOW BEFORE MAILING.on the internet at www.kaynefunds.com/proxyinformation.