Kayne Anderson BDC, Inc.
Kayne DL 2021, Inc.

April 30, 202129, 2022

Dear Fellow Stockholder:

You are cordially invited to attend the virtual 2021combined 2022 Annual Meeting (“Annual Meeting or the “Meeting”) of Stockholders of Kayne Anderson BDC, Inc. (theand Kayne DL 2021, Inc. (each a “Company” and collectively, the “Companies”) to be held on June 17, 2021,16, 2022, at 1:00 p.m. Central Time. In light of public health concerns regarding the COVID-19 pandemic, the Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the meeting in person.

YouFor each Company, you will be asked to (i) elect one directordirectors of the Company and (ii) ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2021.2022.

Enclosed with this letter are (i) answers to questions you may have about the proposals, (ii) the formal notice of the meeting, and (iii) the proxy statement, which gives detailed information about the proposals and why the Board of Directors of theeach Company recommends that you vote to approve them.

The close of business on April 27, 2021,18, 2022, has been fixed as the record date (“Record Date”) for the determination of stockholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.

The Company hasCompanies have elected to provide access to itstheir proxy materials to certain of itstheir stockholders over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about May 7, 2021, the6, 2022, each Company intends to mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and annual report on Form 10-K for the year ended December 31, 20202021 (the “Annual Report”), and how to submit proxies over the internet or by telephone. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a printed copy of the proxy statement, proxy card and Annual Report. TheEach Company believes that providing its proxy materials over the internet will expedite stockholders’ receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve resources.

If you are a stockholder of record of theeither Company (shares are held in your name as reflected in theeither Company’s records), it is important that your shares be represented at the Annual Meeting. If you are unable to attend the Annual Meeting, we encourage you to vote your proxy on the internet or by telephone by following the instructions provided on the Notice of Internet Availability of Proxy Materials. If you are a stockholder of record of theeither Company, and wish to attend and vote at the Annual Meeting, please send an email including your full name and address to AST at attendameeting@astfinancial.com with “Kayne Anderson virtual meeting” in the subject line. AST will then email you the virtual meeting access information and instructions for voting during the Annual Meeting.

The Annual Meeting will begin promptly at 1:00 p.m. Central Time. Stockholders are encouraged to access the meeting prior to the meeting start time.

KAYNE ANDERSON BDC, INC. (“KABDC”)
KAYNE DL 2021, INC. (“KDL”)

ANSWERS TO SOME IMPORTANT QUESTIONS

Q.     WHAT AM I BEING ASKED TO VOTE “FOR” ON THIS PROXY?

A.     This proxy contains the following proposals for theeach Company:

•        Proposal One — to elect one director for KDL and two directors for KABDC, to serve until theeach Company’s 20242025 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

•        Proposal Two — to ratify the selection of PricewaterhouseCoopers LLP as theeach Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2022.

Q.     HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?

A.     The Board of Directors of theeach Company unanimously recommends that you vote “FOR” all proposals on the enclosed proxy card.

Q.     HOW CAN I VOTE?

A.     Voting is quick and easy. You may vote your shares via the internet or by telephone (for internet and telephone voting, please follow the instructions on the proxy ballot), or by simply completing and signing the enclosed proxy ballot, and mailing it in the postage-paid envelope included in this package.. You may also vote during the meeting if you are able to attend the virtual meeting. However, even if you plan to attend the meeting, we urge you to cast your vote early. That will ensure your vote is counted should your plans change.

This information summarizes information that is included in more
detail in the proxy statement. We urge you to read the proxy statement carefully.

If you have questions, call 1-877-657-3863.

KAYNE ANDERSON BDC, INC. (“KABDC”)
KAYNE DL 2021, INC. (“KDL”)

NOTICE OF2021 2022 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the combined virtual 20212022 Annual Meeting of Stockholders of Kayne Anderson BDC, Inc. and Kayne DL 2021, Inc., each a Delaware corporation (the(each a “Company” and collectively, the “Companies”), will be held on June 17, 2021,16, 2022, at 1:00 p.m. Central Time for the following purposes:

1.      For both Companies: To elect one directordirectors of the Company to hold office until the 20242025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified; and

2.      For both Companies: To ratify the selection of PricewaterhouseCoopers LLP as theeach Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2022.

3.      For both Companies: To consider and vote upon such other matters, including adjournments, as may properly come before said Meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

Stockholders of record as of the close of business on April 27, 2021,18, 2022, are entitled to notice of and to vote at the meeting (or any adjournment or postponement of the meeting thereof).

Important notice regarding the availability of proxy materials for the Annual Meeting: TheEach Company’s proxy statement, the proxy card, and theeach Company’s annual report on Form 10-K for the fiscal year ended December 31, 20202021 (the “Annual Report”) are available at www.kaynebdc.com/proxyinformation.

Your vote is important regardless of the number of shares that you own. If you are unable to attend the Annual Meeting, we encourage you to vote your proxy on the Internet or by telephone by following the instructions provided on the Notice of Internet Availability of Proxy Materials. You may also request from us, free of charge, hard copies of the proxy statement and proxy card for the CompanyCompanies by following the instructions on the Notice of Internet Availability of Proxy Materials.

April 30, 202129, 2022
Houston, Texas

Table of Contents

KAYNE ANDERSON BDC, INC.
Kayne dl 2021, Inc.
811 Main Street, 14th Floor
Houston, TX 77002
1-877-657-3863

combined Proxy Statement

20212022 ANNUAL MEETING OF STOCKHOLDERS

APRIL 30, 202129, 2022

This combined proxy statement is being sent to you by the BoardBoards of Directors of Kayne Anderson BDC, Inc. (the “Company”),and Kayne DL 2021, Inc. each a Delaware corporation.corporation (each a “Company” and collectively, the “Companies”). The Board of Directors of theeach Company is asking you to complete and return the enclosed proxy card, permitting your votes to be cast at the combined virtual Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 17, 2021,16, 2022, at 1:00 p.m. Central Time. In light of public health concerns regarding the COVID-19 pandemic, the Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the meeting in person.

Stockholders of record of theeach Company at the close of business on April 27, 202118, 2022 (the “Record Date”), are entitled to vote at the Annual Meeting. As a stockholder of the Company, you are entitled to one vote for each share of Common Stock of the Company you hold on each matter on which holders of such shares are entitled to vote.

Important notice regarding the availability of proxy materials for the 20212022 Annual Meeting of Stockholders to be held on June17, 2021: 16, 2022: This joint proxy statement and theeach Company’s annual report are available at www.kaynebdc.com/proxyinformation or on the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov. To request a hard copy of these reports be mailed to you, free of charge, please contact theeach Company at 1-877-657-3863 or email kaynebdc@kaynecapital.com.kaynebdc@kaynecapital.com.

The CompanyKABDC is managed by KA Credit Advisors, LLC (the “Advisor”“KABDC Advisor”), an affiliate of Kayne Anderson Capital Advisors, L.P. (“KACALP” and, together with its affiliates, “Kayne Anderson”). KDL is managed by KA Credit Advisors II, LLC, also an affiliate of KACALP (the “KDL Advisor”, and, collectively with the KABDC Advisor, the “Advisors”). The Advisor isAdvisors are registered as an investment adviseradvisers under the Investment Advisers Act of 1940, as amended. Kayne Anderson is a leading alternative investment adviser focused on infrastructure/energy, renewables, real estate, credit, infrastructure/energy, renewables and growth equity. Kayne Anderson’s investment philosophy is to pursue niches, with an emphasis on cash flow, where ourits knowledge and sourcing advantages enable us to seekit to deliver above average, risk-adjusted investment returns. As responsible stewards of capital, Kayne’sKayne Anderson’s investment philosophy extends to promoting responsible investment practices and sustainable business practices to create long-term value for ourits investors. Kayne Anderson manages over $33$30 billion in assets (as of February 28,December 31, 2021) for institutional investors, family offices, high net worth, and retail clients and employs over 350325 professionals inlocated across five core offices across the U.S. Kayne Anderson may be contacted at the address listed above.

This combined proxy statement sets forth the information that theeach Company’s stockholders should know in order to evaluate each of the following proposals. The following table presents a summary of the proposals for the CompanyCompanies being solicited with respect to each proposal. Please refer to the discussion of each proposal in this proxy statement for information regarding votes required for the approval of each proposal.

Proposals for theeach Company

5.1.      To elect the following individual as director for termsterm of three years and until theirhis/her successors are duly elected and qualified:

•        Mariel A. JolietKABDC:    Terrence J. Quinn

6.George E. Marucci, Jr.

•        KDL:          George E. Marucci, Jr.

2.      To ratify the selection of PricewaterhouseCoopers LLP as theeach Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2022.

Notice of Internet Availability of Proxy Materials

In accordance with regulations promulgated by the SEC, the Company hasCompanies have made this Proxy Statement, the Notice of Annual Meeting of Stockholders, and thetheir Annual ReportReports available to stockholders on the internet. Stockholders may (i) access and review the Company’sCompanies’ joint proxy materials and (ii) authorize their proxies, as described in “Answers to Some Important Questions,”Questions”, via the internet at vote.proxyonline.com.

This Proxy Statement, the Notice of Annual Meeting and the Annual Report are available at www.kaynebdc.com/proxyinformation.

Electronic Delivery of Proxy Materials

Pursuant to the rules adopted by the SEC, the Company furnishesCompanies furnish proxy materials by email to those stockholders who have elected to receive their proxy materials electronically. While the Company encouragesCompanies encourage their stockholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of annual meetings and the cost associated with the physical printing and mailing of materials, stockholders who have elected to receive proxy materials electronically by email may request a printed set of proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how you can elect to receive a printed copy of the Proxy Statement and Annual Report.

Proposal One
Election of Directors

The Company’sKABDC’s Board of Directors (the “Board”“KABDC Board”) unanimously nominated Mariel A. JolietTerrence J. Quinn and George E. Marucci, Jr. for re-electionelection as directors at the Annual Meeting. KDL’s Board of Directors (the “KDL Board” and, collectively with the KABDC Board, the “Boards”) unanimously nominated George E. Marucci, Jr. for election as director at the Annual Meeting. Ms. JolietEach director is nominated to serve for a term of three years (until the 20242025 Annual Meeting of Stockholders) and until a successor hassuccessors have been duly elected and qualified.

The nomineeEach of the nominees has consented to be named in this proxy statement and has agreed to serve if elected. The Company hasCompanies have no reason to believe that the nomineenominees will be unavailable to serve. The persons named on the accompanying proxy card intend to vote at the meeting (unless otherwise directed) “FOR” the election of the nominees. If the nominee isnominees are unable to serve because of an event not now anticipated, the persons named as proxies may vote for another person designated by the Company’s Board.Boards.

In accordance with theeach Company’s charter, theeach Board is divided into three classes of approximately equal size. Currently, theeach Company has five directors as follows:the following directors:

Kayne Anderson BDC, Inc.

Kayne DL 2021, Inc.

____________

*        Each director serves a three-year term until the Annual Meeting of Stockholders for the designated year and until his or her successor has been duly elected and qualified.

The term “Independent Director” is used to refer to a director who is not an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of theeither Company, of Kayne Anderson or of theeither Company’s underwriters in offerings of its securities from time to time as defined in the 1940 Act. None of the Independent Directors, nor any of their immediate family members, has ever been a director, officer or employee of Kayne Anderson or its affiliates. Mr. Marruci’s son is the Chief Operating Officer and Chief Financial Officer of Wurrly LLC (“Wurrly”). Wurrly is controlled by Mr. Levitt’s spouse. Mr. Marucci does not have a financial interest in Wurrly. The Company believes that Mr. Marucci qualifies as an independent director and is not an “interested person” as set forth in Section 2(a)(19) of the 1940 Act. Each of Michael J. LevittAlbert (Al) Rabil III and Terrence J. Quinn is an “interested person” or “Interested Director” by virtue of his employment relationship with Kayne Anderson.

For information regarding theeach Company’s executive officers and their compensation, please refer to “Information About Executive Officers” and “Compensation Discussion and Analysis”.

The following tables set forth theeach nominee’s and each remaining director’s name and year of birth; position(s) with the Company and length of time served; principal occupations during the past five years; and other directorships held during the past five years. The address for theeach nominee and other directors is 811 Main Street, 14th Floor, Houston, TX 77002.

INFORMATION REGARDING DIRECTOR NOMINEES AND DIRECTORS

KAYNE ANDERSON bDC, INC.

Kayne DL 2021, Inc.

NOMINEE FOR INDEPENDENT DIRECTORIndependent Directors

Remaining Independent Directors

Interested DirectorS

____________

(1)      Mr. LevittRabil and Mr. Quinn are “interested persons” of the Company as defined in the 1940 Act by virtue of their employment relationship with Kayne Anderson.

Director Compensation

DirectorsFor each Company, directors and officers who are “interested persons” by virtue of their employment by Kayne Anderson, including all executive officers, serve without any compensation from the Company.Companies. For the Company,Companies, for the fiscal year ended December 31, 2020:2021:

•        Each Independent Director of the Companies’ Boards receives an annual retainer of $90,000 ($22,500 for the quarter ended December 31, 2020)$120,000 for his or her service. The Independent Directors, voting separately, have authority to set their compensation.

•        The chairperson of the Companies’ Board receives an annual retainer of $15,000 ($3,750 for the quarter ended December 31, 2020).$20,000.

•        The chairperson of the Companies’ Audit Committee receives an annual retainer of $7,500 ($1,875 for the quarter ended December 31, 2020).$10,000.

•        The lead valuation director of the Companies’ Audit Committee receives an annual retainer of $7,500 ($1,875 for the quarter ended December 31, 2020).$10,000.

•        EachFor each Company, each Independent Director receives $2,500 per special board meeting attended, whether in-person or telephonic.

•        EachFor each Company, each Independent Director receives $1,000 per committee meeting attended, whether in-person or telephonic, provided if the duration of the committee meeting is more than fifteen minutes in length.

��•        TheFor each Company, the Independent Directors are reimbursed for expenses incurred as a result of attendance at meetings of the Board and its committees.

The annual retainers noted above were allocated to KABDC and KDL at 75% and 25%, respectively, for the year ended December 31, 2021.

The following table sets forth the compensation paid by theeach Company for service during the fiscal year ended December 31, 2020,2021, to the Independent Directors. TheNeither Company does not havehas a retirement or pension plan or any compensation plans under which the Company’s equity securities are authorized for issuance.

DIRECTOR COMPENSATION TABLE

____________

(1)      The CompanyKABDC started to pay independent directors beginning with the quarter ended December 31, 2020. SuchKDL started to pay independent directors beginning with the quarter ended June 30, 2021. In each instance, such compensation consisted of the annual retainers for each member and the annual retainers for the board chairperson, audit committee chair and lead valuation director of the audit committee.committee, which were allocated at a rate of 75% for KABDC and 25% for KDL.

(2)      Jarvis V. Hollingsworth resigned from Kayne Anderson in July 2021. He served as Secretary of KABDC prior to his resignation. He served as an Interested Director on KDL but not on KABDC.

(3)      Michael J. Levitt resigned from Kayne Anderson in June 2021. He served as Chief Executive Officer of KACALP and of the Companies, and he served as an Interested Director of the Companies.

(4)      Mr. Rabil is Chief Executive Officer of KACALP and Kayne Anderson Real Estate. Mr. Rabil was elected as a member of the Board of the Companies in November 2021.

Committees of the Board of Directors

TheEach Company’s Board of Directors currently has two standing committees: The Audit Committee and the Nominating and Corporate Governance Committee (the “Nominating Committee”). The table below shows the directors currently serving on the committees of the Company:

____________

(1)      Chairperson of the Nominating Committee.

(2)      Lead valuation director of the Audit Committee.

(3)      Chairperson of the Audit Committee. Designated as an “audit committee financial expert” by the Board.

•        Audit Committee.    The Audit Committee operates under a written charter (the “Audit Committee Charter”), which was adopted and approved by the Board and established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Audit Committee Charter conforms to the applicable listing standards of the New York Stock Exchange (the “NYSE”). The Audit Committee Charter is available on the Companies’ website (www.kaynebdc.com). The Audit Committee, among others, approves and recommends to the Board the election, retention or termination of the Company’s independent auditors; approves services to be rendered by such auditors; monitors and evaluates each auditors’ performance; reviews the results of the Company’s audit; determines whether to recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report; monitors the accounting and reporting policies and procedures of the Company and the Company’s compliance with regulatory requirements; and responds to other matters as outlined in the Audit Committee Charter. The Audit Committee is responsible for the oversight of the Company’s valuation procedures and the valuation of the Company’s securities in accordance with such procedures. Each Audit Committee member is not considered “interested persons” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act, and meet the independence requirements of Rule 10A(m)(3) of the Exchange Act. During the fiscal year ended December 31, 2020, the Audit Committee met one time.

•        Nominating Committee.    The Nominating Committee is responsible for appointing and nominating Independent Directors to the Board. Each Nominating Committee member is not considered “interested persons” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act, and meet the independence requirements of Rule 10A(m)(3) of the Exchange Act. The Nominating Committee operates under a written charter adopted and approved by the Board (the “Nominating and Corporate Governance Committee Charter”), a copy of which is available on the Companies’ website (www.kaynebdc.com). In determining whether to recommend a director nominee, the Nominating Committee considers and discusses director diversity, among other factors, with a view toward the needs of our Board of Directors as a whole. The Nominating Committee generally conceptualizes diversity expansively to include concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill, and other qualities that contribute to our Board of Directors, when identifying and recommending director nominees. The Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Nominating Committee’s goal of creating a Board of Directors that best serves our needs and the interests of our stockholders. During the fiscal year ended December 31, 2020, the Nominating Committee met one time.

Board of Director and Committee Meetings Held

During the fiscal year ended December 31, 2021, KABDC had eight meetings of its Board of Directors and KDL had three meetings of its Board of Directors. During the 2021 fiscal year, all of the directors of each Company attended at least 75% of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings held by all committees of the Board on which they served. Neither Company currently has a policy with respect to board member attendance at annual meetings.

For each Company, please refer to “Corporate Governance” for a review of their Board’s leadership structure, role in risk oversight and other matters.

Information about Each Director’s Qualifications,
Experience, Attributes or Skills

The Board of each Company believes that each of its directors has the qualifications, experience, attributes, and skills (“Director Attributes”) appropriate to their continued service as directors of their Company in light of their Company’s business and structure. Each of the directors has a demonstrated record of business and/or professional accomplishment that indicates that they have the ability to critically review, evaluate and access information provided to them. Certain of these business and professional experiences are set forth in detail in the tables above under “Information Regarding Director Nominees and Directors.” Many of the directors have served as members of the board of other public companies, non-profit entities, or other organizations. Therefore, they have substantial boardroom experience and have demonstrated a commitment to discharging oversight duties as directors in the interests of stockholders.

In addition to the information provided in the tables above, certain additional information regarding the directors and their Director Attributes is provided below. The information provided below, and in the tables above, is not all-inclusive. Many Director Attributes involve intangible elements, such as intelligence, integrity and work ethic, along with the ability to work with other members of the Board, to communicate effectively, to exercise judgment and to ask incisive questions, and commitment to stockholder interests. The Boards of the Companies will annually conduct a self-assessment wherein the effectiveness of each Company’s Board and individual directors is reviewed.

Because the Directors of the Companies are the same, the information pertaining to the directors’ Director Attributes is only listed once for each director.

Independent Directors

Mariel A. Joliet.    Ms. Joliet serves as Chairperson of our Board of Directors and Chairperson of our Nominating Committee. Ms. Joliet also serves as a director on the Board of Directors of ASGN, Incorporated (NYSE: ASGN) and is also a member of ASGN’s Audit and Compensation Committees. ASGN Incorporated is one of the foremost providers of IT and professional services in the technology, digital, creative, engineering and life sciences fields across commercial and government sectors. From 1998 to 2008, Ms. Joliet was employed by the Hilton Hotels Corporation, a publicly traded hotel company, as senior vice president and treasurer. During her time at the Hilton Hotels Corporation, Ms. Joliet participated in its sale to the Blackstone Group for $27 billion, one of the ten-largest leveraged buyouts in history at the time. As Treasurer, Ms. Joliet was responsible for capital markets and financial investment initiatives, including credit ratings, debt/equity issuances, interest rate risk management, cash management and foreign exchange. Prior to her employment with Hilton Hotels Corporation, Ms. Joliet worked for ten years as a coverage officer and corporate banker at Wachovia Bank and Corestates Bank, where she was responsible for client relationships and portfolio management. Ms. Joliet also served as an advisory board member for the Vision Center at Children’s Hospital Los Angeles, and a member of Know the Glow Foundation. She received a B.S. at the University of Scranton and earned an M.B.A. from Marywood University. Ms. Joliet has a strong background in financing, acquisitions, deal structuring, strategic planning, and operational integration. Ms. Joliet’s experiences as a corporate executive led our Nominating Committee to conclude that Ms. Joliet is qualified to serve as a director.

George E. Marucci, Jr.    Mr. Marucci is an accomplished finance executive and entrepreneur in various industries and fields. Mr. Marucci serves as the Lead Valuation Director on our Audit Committee. Mr. Marucci currently serves as a marketing consultant for BMW North America, chair of a leading automotive family office in Baltimore and golf commentator for NBC Sports. Previously, Mr. Marucci was the co-owner, president and acting chief financial officer for Pennmark Automotive Enterprises, a luxury automobile dealership which employed 450 employees and generated $300 million in annual sales. Previously, Mr. Marucci was the co-owner and president of Pennmark Real Estate Investment Group, which specialized in commercial real estate and development, including the development and operation of 50 Walmart retail centers. Prior to owning and operating these companies, Mr. Marucci served as an investment advisor and stockbroker at White Weld and Co. and Merrill Lynch. In those roles, Mr. Marucci was responsible for institutional sales and client development. Mr. Marucci began his career with a family-based accounting firm, Marucci, Ortals and Co. Mr. Marucci received a B.A. in Accounting in 1974 from The University of Maryland. Mr. Marucci’s diverse experiences in real estate, investment advisory and marketing consultant roles led our Nominating Committee to conclude that Mr. Marucci is qualified to serve as a director.

Susan C. Schnabel.    Ms. Schnabel serves as Chairperson of our Audit Committee of our Board of Directors. Ms. Schnabel is the co-founder and managing partner of aPriori Capital Partners, an independent leveraged buyout fund advisor. aPriori Capital Partners was created in connection with the spin-off of DLJ Merchant Banking Partners

from Credit Suisse in 2014. Prior to forming aPriori Capital, Ms. Schnabel worked at Credit Suisse from 1998 to 2014 where she served as a managing director in the Asset Management Division and co-head of DLJ Merchant Banking. Ms. Schnabel formerly served on the boards of numerous public companies, including Neiman Marcus, STR Holdings, Rockwood Holdings Inc., and Shoppers Drug Mart. She also serves on the Board of Trustees of Cornell University, the California Institute of Technology — Investment Committee, and the US Olympic and Paralympic Foundation Board of Directors. Ms. Schnabel earned a Bachelor of Science in Chemical Engineering from Cornell University and an M.B.A. from Harvard Business School. Ms. Schnabel’s experience as an investment banker, private equity investor and a corporate director led our Nominating Committee to conclude that Ms. Schnabel is qualified to serve as a director.

Interested Directors

Albert (Al) Rabil III.    Mr. Rabil is the Chief Executive Officer of KACALP and Kayne Anderson Real Estate. Mr. Rabil oversees the strategic initiatives, operations and asset management across Kayne’s investment platforms. In 2007, Mr. Rabil co-founded Kayne Anderson’s real estate private equity platform (KA Real Estate) and continues to serve as KA Real Estate’s CEO, setting strategic direction, overseeing overall investment activities, and leading fundraising for all KA Real Estate investments. KACALP currently manages over $30 billion (as of December 31, 2021) in assets across its platform which includes real estate, renewable and energy infrastructure, energy, credit, and growth capital sectors. Immediately prior to co-founding KA Real Estate, Mr. Rabil founded and was a principal of two real estate investment firms, RAMZ, LLC and Rabil Properties, LLC, where he developed and acquired a portfolio of more than $250 million of off-campus student housing properties. This was preceded by an almost ten-year stint at UBS where Mr. Rabil served as a Managing Director and Head of Real Estate Banking for the Americas and Europe. During his tenure there he played a key role in making UBS a market leader in both syndicated debt and large loan CMBS, consummating more than $25 billion in transactions. Mr. Rabil began his career in the Real Estate Finance Group of the Bankers Trust Company. Mr. Rabil earned a B.A. cum laude from Yale University in 1985 and an M.B.A. in Finance from Columbia University in 1988.

Terrence J. Quinn.    Mr. Quinn is our Vice Chairman. Mr. Quinn is the vice chairman for Kayne Anderson and is responsible for managing our new business opportunities and select client relations. He oversees the private credit group and serves on the firm’s Credit, Real Estate and Growth Private Equity Investment Committees. Mr. Quinn was a founding member of the Board of KYN and the Board of Kayne Anderson Energy Total Return Fund, Inc. Prior to joining Kayne Anderson in 2006, Mr. Quinn was a founding partner of a merchant banking firm specializing in private equity and advisory services. He was president and chief executive officer of five operating companies and member of the executive committee of a leading regional bank. Mr. Quinn was manager of pensions and investments for the 3M Company and founding chief executive officer of a leading mezzanine fund group. Mr. Quinn has served on the boards of directors of several public and private firms. Mr. Quinn earned a B.A. in Economics in 1973 and an M.B.A. from the University of Minnesota in 1974. Mr. Quinn’s experience as an executive officer of various banking companies led our Nominating Committee to conclude that Mr. Quinn is qualified to serve as a director of KABDC.

Required Vote

With respect to both KABDC and KDL, the re-election of Mr. Marucci to the KDL Board and Messrs. Marucci and Quinn to the KABDC Board, as directors under this proposal, requires the affirmative vote of the holders of a majority of the Company’s Common Stock outstanding as of the Record Date. For purposes of this proposal, each share of Common Stock is entitled to one vote. Abstentions, if any, will have the same effect as votes against the election of the nominees, although they will be considered present for purposes of determining the presence of a quorum at the Annual Meeting.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF EACH COMPANY, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTIONS OF THE NOMINEE TO THEIR RESPECTIVE BOARDS.

Proposal Two
Ratification of Selection of Independent Registered
Public Accounting Firm

The Audit Committees and the Boards of Directors of each Company, including all of the Company’s Independent Directors, have selected PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Companies for the fiscal year ending December 31, 2022, and are submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification.

PricewaterhouseCoopers LLP has audited the financial statements of the Companies since inception and has informed the Companies that it has no direct or indirect material financial interest in either Company or in Kayne Anderson.

A representative of PricewaterhouseCoopers LLP will not be available at the Annual Meeting.

The Audit Committees of each Company will meet periodically with representatives of PricewaterhouseCoopers LLP to discuss the scope of their engagement, review the financial statements of each Company and the results of their examination.

joint Audit Committee Report

The Audit Committee of the Board of Directors (the “Board”) of each of Kayne Anderson BDC, Inc. and Kayne DL 2021, Inc. (each, a “Company”) is responsible for assisting the Board in monitoring (1) the accounting and reporting policies and procedures of the Company, (2) the quality and integrity of the Company’s financial statements, (3) the Company’s compliance with regulatory requirements, and (4) the independence and performance of the Company’s independent auditors and any internal auditors. Among other responsibilities, the Audit Committee of each Company reviews, in its oversight capacity, the Company’s annual financial statements with both management and the independent auditors, and the Audit Committee of each Company meets periodically with the independent auditors and any internal auditors to consider their evaluation of the Company’s financial and internal controls. The Audit Committee of each Company also selects, retains and evaluates and may replace the Company’s independent auditors and determine their compensation, subject to ratification of the Board, if required. The Audit Committee of each Company is currently composed of three directors. The Audit Committee of each Company operates under a written charter (the “Audit Committee Charter”) adopted and approved by the Board, a copy of which is available upon request.

The Audit Committee of each Company, in discharging its duties, has met with, and held discussions with management and the Company’s independent auditors. The Audit Committee of each Company has reviewed and discussed the Company’s audited financial statements with management. Management has represented to the independent auditors that each Company’s financial statements were prepared in accordance with accounting principles generally accepted in the U.S. The Audit Committee of each Company has also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The Audit Committee of each Company has received the written disclosures and the letter from each Company’s independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee of the Company concerning independence, and has discussed with the independent auditors the independent auditors’ independence. As provided in the Audit Committee Charter of each Company, it is not the Audit Committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that the Company’s financial statements are complete and accurate and presented in accordance with accounting principles generally accepted in the U.S.

The Audit Committees have pre-approved, consistent with its pre-approval policy, the permitted audit, audit-related, tax, and non-audit services to be provided by PwC, the Companies’ independent registered public accounting firm, in order to assure that the provision of such service does not impair the firm’s independence.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committees for specific pre-approval in accordance with its pre-approval policy, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committees. The Audit Committees do not delegate their responsibilities to pre-approve services performed by PwC to management.

Based on the reviews and discussions referred to above, the Audit Committees recommended to their Boards that the financial statements as of and for the fiscal year ended December 31, 2021, be included in the Companies’ annual reports on Form 10-K for 2021, for filing with the Securities and Exchange Commission.

Audit Committees Members:

Mariel A. Joliet
George E. Marucci, Jr.

Susan C. Schnabel

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Required Vote

With respect to both KABDC and KDL, the approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of the Company’s Common Stock outstanding as of the Record Date.

For purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF EACH COMPANY, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS EACH COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

INFORMATION ABOUT EXECUTIVE OFFICERS

The following table sets forth each executive officer’s name and year of birth; position(s) with the Companies, term of office, and length of time served; principal occupations during the past five years; and directorships. The address for the Company’s offices is 811 Main Street, 14th Floor, Houston, TX 77002. Since the executive officers of the Companies are the same and occupy the same positions, this table is only provided once for both Companies.

On December 16, 2021, Kayne DL 2021, Inc. entered into an Investment Advisory Agreement with the KDL Advisor. Pursuant to the Investment Advisory Agreement with the KDL Advisor, KDL pays the KDL Advisor a fee for investment advisory and management services. KDL does not pay an incentive fee to the KDL Advisor. The Advisor may, from time-to-time, grant waivers on our obligations, including waivers of the management fee, under the Investment Advisory Agreement.

The Investment Advisory Agreements may be terminated by either party with 60 days’ written notice.

The Administrators

On February 5, 2021, Kayne Anderson BDC, Inc. entered into an Administration Agreement with the Advisor (the “BDC Administrator Agreement”), which serves as the Administrator and provides or oversees the performance of our required administrative services and professional services rendered by others, which includes (but not limited to), accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and filing of our tax returns, and preparation of financial reports provided to our stockholders and filed with the SEC. On December 16, 2021, Kayne DL 2021, Inc. entered into an Administration Agreement with the Advisor (the “Kayne DL Administrator Agreement”) for the same purposes as noted above.Each Company reimburses the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement. As we reimburse the Administrator for its expenses, we indirectly bear such cost. Each Company’s Administration Agreement may be terminated by either party with 60 days’ written notice.

Each Administrator engaged U.S. Bank Global Fund Services under a sub-administration agreement to assist each Administrator in performing certain of its administrative duties for each Company. Each Administrator may enter into additional sub-administration agreements with third parties to perform other administrative and professional services on behalf of each Administrator.

Security Ownership of Management and Certain Beneficial Owners

The following tables set forth the number of shares of each Company’s Common Stock as of April 18, 2022 beneficially owned by each Company’s current directors and executive officers as a group, and certain other beneficial owners, according to information furnished to the Companies by such persons. As of April 18, 2022, four persons beneficially owned more than 5% of the KABDC’s outstanding Common Stock and three persons beneficially owned more than 5% of KDL’s outstanding Common 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.

Common Stock

(2)      DoesFor KABDC, does not include 667 shares of common stock held by Kayne Anderson. For KDL, does not include 86 shares of common stock held by Kayne Anderson. Certain executive officers have ownership interests in Kayne Anderson and its affiliates; however, such officers may not exercise voting or investment power with respect to shares held by these entities. The Company believes by virtue of these arrangements that those officers should not be deemed to have indirect beneficial ownership of such shares.

Section 16(A) Beneficial Ownership Reporting Compliance

Based solely on theeach Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by theeach Company’s directors and officers, theeach Company believes that during the year ended December 31, 2020,2021, all Section 16(a) filing requirements applicable to such persons were met in a timely manner, with the following inadvertent exceptions: KA Credit Advisors, LLC, filed late itsFor KABDC, a Form 4 relating to the sale of shares held by our former CEO. For KDL, the initial statement of beneficial ownership (667 shares) on Form 3 during the reporting period.filings for certain of our officers.

Corporate Governance

Board Leadership Structure

TheEach Company’s business and affairs are managed under the direction of its Board, including the duties performed for theeach Company pursuant to its investment advisory agreement. Among other things, the Board setsBoards set broad policies for thetheir Company, approves the appointment of thetheir Company’s investment adviser, administrator, and officers, and approves the engagement, and reviews the performance of thetheir Company’s independent registered public accounting firm. The role of the BoardBoards and of any individual director is one of oversight and not of management of the day-to-day affairs of thetheir Company.

TheEach Board currently consists of five directors,has three of whom are Independent Directors with one lead Independent Director. As part of each regular Board meeting, the Independent Directors meet separately from Kayne Anderson officers and Interested Directors and, as part of at least one Board meeting each year, with the Company’s Chief Compliance Officer. TheEach Board reviews its leadership structure periodically as part of its annual self-assessment process and believes that its structure is appropriate to enable theeach Board to exercise its oversight of thetheir Company.

Under theeach Company’s Bylaws, the BoardBoards may designate a Chairperson to preside over meetings of the Board and meetings of stockholders, and to perform such other duties as may be assigned to him or her by the Board. TheNeither Company has not established a policy as to whether the Chairperson of theeach Board shall be an Independent Director and each believes that having the flexibility to designate its Chairperson and reorganize its leadership structure from time to time is in the best interests of the Company and its stockholders.

Presently, Ms. Joliet serves as Chairperson of the Board.Boards. While Ms. Joliet is the Chairperson of theeach Company’s Board, all of the Independent Directors play an active role in serving on the Board.Boards. The Independent Directors constitute a majority of theeach Company’s Board and are closely involved in all material deliberations related to the Company. The BoardBoards of the Company believesCompanies believe that, with these practices, each Independent Director has a stake in the Board’sBoards’ actions and oversight role and accountability to the CompanyCompanies and itstheir stockholders.

Board Role in Risk Oversight

TheEach Board oversees the services provided by Kayne Anderson, including certain risk management functions. Risk management is a broad concept comprised of many disparate elements (such as, for example, investment risk, issuer and counterparty risk, compliance risk, operational risk, and business continuity risk). Consequently, Board oversight of different types of risks is handled in different ways, and theeach Board implements its risk oversight function both as a whole and through their Board committees. In the course of providing oversight, theeach Board and its committees receive reports on thetheir Company’s activities, including those related to thetheir Company’s investment portfolio and its financial accounting and reporting. TheEach Board also meets at least quarterly with thetheir Company’s Chief Compliance Officer, who reports on the compliance of the Company with the federal securities laws and the Company’s internal compliance policies and procedures. The meetings of theeach Audit Committee with thetheir Company’s independent registered public accounting firm also contribute to Board oversight of certain internal control risks. In addition, theeach Board meets periodically with representatives of thetheir Company and Kayne Anderson to receive reports regarding the management of thetheir Company, including those related to certain investment and operational risks, and the Independent Directors of theeach Company are encouraged to communicate directly with senior management.

TheEach Company believes that Board roles in risk oversight must be evaluated on a case-by-case basis and that theeach of their Board’s existing role in risk oversight is appropriate. Management of each Company believes that thetheir Company has robust internal processes in place and a strong internal control environment to identify and manage risks. However, not all risks that may affect aeither Company can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond any control of the CompanyCompanies or Kayne Anderson, its affiliates or other service providers.

skill, and other qualities that contribute to our Boardthe Boards of Directors, when identifying and recommending director nominees. TheEach Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with theeach Nominating Committee’s goal of creating a BoardBoards of Directors that best serves our needs and the interests of our stockholders.

Communications Between Stockholders and the Board of Directors

Stockholders of theeach Company may send communications to thetheir Board of Directors. Communications should be addressed to the Secretary of the CompanyCompanies at 811 Main Street, 14th Floor, Houston, TX 77002. The Secretary will forward any communications received directly to the appropriate Board.

Stockholder Proposals

TheEach Company expects that the 2022their 2023 annual meeting of stockholders will be held in June 2022.2023. A Stockholder who intends to present a proposal at thateither annual meeting, including nomination of a director, must submit the proposal in writing to the Secretary of the Company at the Company,Companies, c/o Kayne Anderson BDC, Inc., 811 Main Street, 14th Floor, Houston, TX 77002. Notices of intention to present proposals, including nomination of a director, at the 2022 annual meeting2023 Annual Meeting must be received by the applicable Company no later than 120 days, and no earlier than 90 days, prior to the anniversary of the previous year’s annual meeting. Accordingly, in order for a proposal to be considered for inclusion in the Company’s proxy statement for the 20222023 annual meeting, the Company must receive the proposal no later than March 19, 2022,18, 2023, and no earlier than February 17, 2022.16, 2023. The submission of a proposal does not guarantee its inclusion in the applicable Company’s proxy statement or presentation at the meeting unless certain securities law requirements are met. The Company reservesBoth Companies reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

Code of Ethics and Policies Regarding Transactions with Related Parties

The Company,Companies, the Adviser and theeach Company’s respective, officers, directors, employees, agents, and affiliates may be subject to certain potential conflicts of interest in connection with the Company’sCompanies’ activities and investments. For example, the terms of the Advisor’s management and incentive fees (if any) may create an incentive for the Advisor to approve and cause the CompanyCompanies to make more speculative investments than it would otherwise make in the absence of such fee structure. In addition, the Advisor’s other funds and separate accounts may take positions in securities and/or issuers that are in a different part of the capital structure of an issuer or adverse to the Company.Companies.

The members of the senior management and investment teams and the investment committee of the Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company,Companies, or of investment funds managed by the Advisor or its affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillmentfulfilment of which may not be in theeither Company’s best interests or in the best interest of Companyeither Company’s stockholders.

TheEach Company’s investment objective may overlap with the investment objectives of such investment funds, accounts, or other investment vehicles. For example, the AdvisorAdvisors concurrently managesmanage accounts that are pursuing an investment strategy similar to the Company’s strategy,Companies’ strategies, and the CompanyCompanies may compete with these and other entities managed by affiliates of the Advisor for capital and investment opportunities. As a result, those individuals at the Advisor may face conflicts in the allocation of investment opportunities between the CompanyCompanies and other investment funds or accounts advised by principals of, or affiliated with, the Advisor. The Advisor has agreed with theeach Company’s Board that, when the Company isCompanies are able to co-invest with other investment funds or accounts managed by the Advisor, allocations among the CompanyCompanies and other investment funds or accounts will generally be made consistent with the 1940 Act. TheEach Company and Kayne Anderson have received an exemptive order from the SEC that permits the CompanyCompanies to co-invest with affiliates of the Advisor, including private funds managed by the Adviser, if theeither Company’s Board determines that

KAYNE ANDERSON 123456789012PROXY VOTING OPTIONSPROXY CARDSIGN, DATEAND VOTEON THE REVERSE SIDEYOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.PLEASE CAST YOUR PROXY VOTE TODAY!CONTROL NUMBERDRAFTSHAREHOLDER NAMEMAILING ADDRESSCITY, STATE ZIP1. MAIL your signed and voted proxy back in the postage paid envelope provided2. ONLINE at vote.proxyonline.com using your proxy control number found below3. By IVR when you call (888) 227-9349(toll-free) to reach an automated touchtone voting line4. By PHONE with a live operator when you call (866) 745-0272 (toll-free) Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 123456789012 KAYNE ANDERSON BDC, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS — JUNE16, 2022 The undersigned stockholder of Kayne Anderson BDC, Inc. (“KABDC”), a Delaware corporation, hereby appoints Terry A. Hart and Michael J. O’Neil, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the virtual 2022 Annual Meeting of Stockholders of KABDC (the “Annual Meeting”) to be held on June16, 2022 at 1:00 p.m. Central Time and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such Annual Meeting and otherwise to represent the undersigned at the Annual Meeting with all powers possessed by the undersigned if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying combined Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting. If this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed below, or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “for” each of the proposals. 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 Annual Meeting or any adjournment or postponement thereof. Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (866) 745-0272. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The proxy statement and most recent Annual Report are available on the internet at www.kaynebdc.com/proxyinformation.

KAYNE ANDERSON 123456789012PROXY VOTING OPTIONSPROXY CARDSIGN, DATEAND VOTEON THE REVERSE SIDEYOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.PLEASE CAST YOUR PROXY VOTE TODAY!CONTROL NUMBERDRAFTSHAREHOLDER NAMEMAILING ADDRESSCITY, STATE ZIP1. MAIL your signed and voted proxy back in the postage paid envelope provided2. ONLINE at vote.proxyonline.com using your proxy control number found below3. By IVR when you call (888) 227-9349(toll-free) to reach an automated touchtone voting line4. By PHONE with a live operator when you call (866) 745-0272 (toll-free) Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 123456789012 KAYNE ANDERSON BDC, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS — JUNE16, 2022 The undersigned stockholder of Kayne Anderson BDC, Inc. (“KABDC”), a Delaware corporation, hereby appoints Terry A. Hart and Michael J. O’Neil, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the virtual 2022 Annual Meeting of Stockholders of KABDC (the “Annual Meeting”) to be held on June16, 2022 at 1:00 p.m. Central Time and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such Annual Meeting and otherwise to represent the undersigned at the Annual Meeting with all powers possessed by the undersigned if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying combined Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting. If this proxy is properly executed, the votes entitled to be cast by the undersigned will be cast as instructed below, or if no instruction is given, the votes entitled to be cast by the undersigned will be cast “for” each of the proposals. 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 Annual Meeting or any adjournment or postponement thereof. Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (866) 745-0272. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The proxy statement and most recent Annual Report are available on the internet at www.kaynebdc.com/proxyinformation.