Preview | Administration Agreement |

ADMINISTRATION AGREEMENT

ADMINISTRATION AGREEMENT, made as of September [ ] , 2006 between Kayne Anderson Energy Development Company, a Maryland corporation (the Company), and Bear Stearns Funds Management Inc., a Delaware corporation (the Administrator).

W I T N E S S E T H:

WHEREAS, the Company is a closed-end, non-diversified, management investment company, and has filed an election to be treated as a business development company under the Investment Company Act of 1940, as amended (the Investment Company Act); and

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

NOW, THEREFORE, the parties hereto agree as follows:

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

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

	(a)		Consult with the Companys officers, registered public accounting firm, legal counsel, custodian, accounting agent and transfer agent in establishing the accounting policies of the Company;

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

	(c)		Review the appropriateness of and arrange for the payment of the Companys expenses;

	(d)		Oversee and review calculations of fees paid to the Administrator, the Companys investment adviser, its custodian, and any other service providers of the Company as determined and recorded by the Companys accounting agent;

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

(f)

Prepare for review and approval by officers of the Company, financial information for the Companys quarterly, semi-annual, annual and other periodic reports, proxy statements and other communications with shareholders required or otherwise to be sent to the Companys shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders;

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