FUND ACCOUNTING AGREEMENT

          THIS AGREEMENT is made as of this ___ day of August, 2006, by and between KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY (the Company), a Maryland corporation having its principal place of business at 1100 Louisiana Street, Suite 4550, Houston, Texas 77002, and ULTIMUS FUND SOLUTIONS, LLC (Ultimus), a limited liability company organized under the laws of the State of Ohio and having its principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

          WHEREAS, the Company is a closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act);

          WHEREAS, the Company desires that Ultimus perform certain fund accounting services for the Company; and

          WHEREAS, Ultimus is willing to perform such services on the terms and conditions set forth in this Agreement;

          NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1.

RETENTION OF ULTIMUS.

     The Company hereby retains Ultimus to act as the fund accountant of the Company and to furnish the Company with the services as set forth below. Ultimus hereby accepts such employment to perform such duties.

(a) MAINTENANCE OF BOOKS AND RECORDS.

Ultimus shall maintain and keep current the accounts, books, records and other documents relating to the Companys financial and portfolio transactions as may be required by the rules and regulations of the Securities and Exchange Commission (the SEC) adopted under Section 31(a) of the 1940 Act, as made applicable to business development companies through Section 64 of the 1940 Act, with such modifications specified therein. Ultimus shall cause the subject records of the Company to be maintained and preserved pursuant to the requirements of the 1940 Act.

(b) PERFORMANCE OF ACCOUNTING SERVICES.

In addition to the maintenance of the books and records specified above, Ultimus shall perform the following accounting services for the Company:

	(i)		Calculate the net asset value per share utilizing prices obtained from the sources described in subsection 1(b)(ii) below;
	(ii)		Obtain security prices from independent pricing services, or if such quotes are unavailable, then obtain such prices from the Companys investment adviser or its designee, as approved by the Companys Board of Directors (hereafter referred to as Directors);
	(iii)		Verify and reconcile with the Companys custodian all trade activity;

	(iv)		Compute, as appropriate, the Companys net income and capital gains, dividend payables, dividend factors, yields, and weighted average portfolio maturity;
	(v)		Review daily the net asset value calculation and dividend factor (if any) for the Company prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and yields to NASDAQ;
	(vi)		Determine unrealized appreciation and depreciation on securities held by the Company;
	(vii)		Amortize premiums and accrete discounts on securities purchased at a price other than face value, if requested by the Company;
	(viii)		Update fund accounting system to reflect rate changes, as received from the Companys investment adviser, on variable interest rate instruments;
	(ix)		Post Company transactions to appropriate categories;
	(x)		Accrue expenses of the Company according to instructions received from the Companys administrator;
	(xi)		Determine the outstanding receivables and payables for all (1) security trades, (2) Company share transactions and (3) income and expense accounts;
	(xii)		Provide accounting reports in connection with the Companys regular reviews, annual audit and other audits and examinations by regulatory agencies; and
	(xiii)		Provide such periodic reports as the parties shall agree upon.

(c) ADDITIONAL ACCOUNTING SERVICES.

Ultimus shall also perform the following additional accounting services for the Company: