Common use of FORM OF PLACEMENT NOTICE Clause in Contracts

FORM OF PLACEMENT NOTICE. From: [-] Cc: [-] To: [-] Subject: Controlled Equity OfferingSM—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement among Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), KA Fund Advisors, LLC, Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-] (“[-]”), on the other, dated [-], 201_ (the “Agreement”), I hereby request on behalf of the Fund that [-] sell up to [-] Shares, pursuant to the following instructions (subject to a per Share gross sales price at least equal to the Minimum Daily Price of the shares of Common Stock and subject to any other restrictions on the sale of shares of Common Stock [to be completed by KA]. The Fund hereby confirms that, as of the date of this Placement Notice, the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Terms used herein have the meanings ascribed to them in the Agreement. SCHEDULE 2 [-] [-] XXXXX XXXXXXXX MLP INVESTMENT COMPANY [-] SCHEDULE 3 AMOUNT OF COMMISSIONS PAID TO [-] Up to [-]% of the gross sales price of all shares of Common Stock of Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), sold through [-] under the controlled equity offering governed by the Controlled Equity OfferingSM Sales Agreement, dated [-], 201_, between the Fund, KA Fund Advisors, LLC and Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-], on the other. EXHIBIT A-1

FORM OF PLACEMENT NOTICE. From: [-—] Cc: [-—] To: [-—] Subject: Controlled Equity OfferingSM—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement among Xxxxx Xxxxxxxx MLP Investment Company Energy Total Return Fund, Inc. (the “Fund”), KA Fund Advisors, LLC, Xxxxx Xxxxxxxx Capital Advisors, L.P.L.P. , on the one hand, and [-] Cantor Xxxxxxxxxx & Co. (“[-]CF&Co”), on the other, dated [-]April 17, 201_ 2013 (the “Agreement”), I hereby request on behalf of the Fund that [-] CF&Co sell up to [-—] Shares, pursuant to the following instructions (subject to a per Share gross sales price at least equal to the Minimum Daily Price of the shares of Common Stock and subject to any other restrictions on the sale of shares of Common Stock [to be completed by KA]. The Fund hereby confirms that, as of the date of this Placement Notice, the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Terms used herein have the meanings ascribed to them in the Agreement. SCHEDULE 2 [-] [-] CANTOR XXXXXXXXXX & CO. Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxx XXXXX XXXXXXXX MLP INVESTMENT COMPANY [-] ENERGY TOTAL RETURN FUND, INC. Xxxxx X. XxXxxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxx SCHEDULE 3 AMOUNT OF COMMISSIONS PAID TO [-] CANTOR XXXXXXXXXX & CO. Up to [-]% 2% of the gross sales price of all shares of Common Stock of Xxxxx Xxxxxxxx MLP Investment Company Energy Total Return Fund, Inc. (the “Fund”), sold through [-] Cantor Xxxxxxxxxx & Co. under the controlled equity offering governed by the Controlled Equity OfferingSM Sales Agreement, dated [-]April 17, 201_2013, between the Fund, KA Fund Advisors, LLC and Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-]Cantor Xxxxxxxxxx & Co., on the other. EXHIBIT A-1

FORM OF PLACEMENT NOTICE. From: [-—] Cc: [-—] To: [-—] Subject: Controlled Equity OfferingSM—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement among Xxxxx Xxxxxxxx MLP Investment Company Energy Total Return Fund, Inc. (the “Fund”), KA Fund Advisors, LLC, Xxxxx Xxxxxxxx Capital Advisors, L.P.L.P. , on the one hand, and [-] Cantor Xxxxxxxxxx & Co. (“[-]CF&Co”), on the other, dated [-]September 25, 201_ 2012 (the “Agreement”), I hereby request on behalf of the Fund that [-] CF&Co sell up to [-—] Shares, pursuant to the following instructions (subject to a per Share gross sales price at least equal to the Minimum Daily Price of the shares of Common Stock and subject to any other restrictions on the sale of shares of Common Stock [to be completed by KA]. The Fund hereby confirms that, as of the date of this Placement Notice, the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Terms used herein have the meanings ascribed to them in the Agreement. SCHEDULE 2 [-] [-] CANTOR XXXXXXXXXX & CO. Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxx XXXXX XXXXXXXX MLP INVESTMENT COMPANY [-] ENERGY TOTAL RETURN FUND, INC. Xxxxx X. XxXxxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxx SCHEDULE 3 AMOUNT OF COMMISSIONS PAID TO [-] CANTOR XXXXXXXXXX & CO. Up to [-]% 2% of the gross sales price of all shares of Common Stock of Xxxxx Xxxxxxxx MLP Investment Company (the “Energy Total Return Fund”), Inc., sold through [-] Cantor Xxxxxxxxxx & Co. under the controlled equity offering governed by the Controlled Equity OfferingSM Sales Agreement, dated [-]September 25, 201_2012, between the Fund, KA Fund Advisors, LLC and Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-]Cantor Xxxxxxxxxx & Co., on the other. EXHIBIT A-1

FORM OF PLACEMENT NOTICE. From: [-—] Cc: [-—] To: [-—] Subject: Controlled Equity OfferingSM—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement among Xxxxx Xxxxxxxx MLP Investment Company Midstream/Energy Fund, Inc. (the “Fund”), KA Fund Advisors, LLC, Xxxxx Xxxxxxxx Capital Advisors, L.P.L.P. , on the one hand, and [-] (“[-]”), on the other, dated [-], 201_ 2013 (the “Agreement”), I hereby request on behalf of the Fund that [-] sell up to [-—] Shares, pursuant to the following instructions (subject to a per Share gross sales price at least equal to the Minimum Daily Price of the shares of Common Stock and subject to any other restrictions on the sale of shares of Common Stock [to be completed by KA]. The Fund hereby confirms that, as of the date of this Placement Notice, the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Terms used herein have the meanings ascribed to them in the Agreement. SCHEDULE 2 [-] [-] XXXXX XXXXXXXX MLP INVESTMENT COMPANY [-] MIDSTREAM/ENERGY FUND, INC. SCHEDULE 3 AMOUNT OF COMMISSIONS PAID TO [-] Up to [-]% 2% of the gross sales price of all shares of Common Stock of Xxxxx Xxxxxxxx MLP Investment Company Midstream/Energy Fund, Inc. (the “Fund”), sold through [-] under the controlled equity offering governed by the Controlled Equity OfferingSM Sales Agreement, dated [-], 201_2013, between the Fund, KA Fund Advisors, LLC and Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-], on the other. EXHIBIT A-1

FORM OF PLACEMENT NOTICE. From: [-—] Cc: [-—] To: [-—] Subject: Controlled Equity OfferingSM—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement among Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), KA Fund Advisors, LLC, Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-] Cantor Xxxxxxxxxx & Co. (“[-]CF&Co”), on the other, dated [-], 201_ 2015 (the “Agreement”), I hereby request on behalf of the Fund that [-] CF&Co sell up to [-—] Shares, pursuant to the following instructions (subject to a per Share gross sales price at least equal to the Minimum Daily Price of the shares of Common Stock and subject to any other restrictions on the sale of shares of Common Stock [to be completed by KA]. The Fund hereby confirms that, as of the date of this Placement Notice, the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Terms used herein have the meanings ascribed to them in the Agreement. SCHEDULE 2 [-] [-] CANTOR XXXXXXXXXX & CO. Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxx XXXXX XXXXXXXX MLP INVESTMENT COMPANY [-] Xxxxx X. XxXxxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxx SCHEDULE 3 AMOUNT OF COMMISSIONS PAID TO [-] CANTOR XXXXXXXXXX & CO. Up to [-]% 2% of the gross sales price of all shares of Common Stock of Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), sold through [-] Cantor Xxxxxxxxxx & Co. under the controlled equity offering governed by the Controlled Equity OfferingSM Sales Agreement, dated [-], 201_2015, between the Fund, KA Fund Advisors, LLC and Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-]Cantor Xxxxxxxxxx & Co., on the other. EXHIBIT A-1

FORM OF PLACEMENT NOTICE. From: [-—] Cc: [-—] To: [-—] Subject: Controlled Equity OfferingSM—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement among Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), KA Fund Advisors, LLC, Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-] Cantor Xxxxxxxxxx & Co. (“[-]CF&Co”), on the other, dated [-]July 1, 201_ 2013 (the “Agreement”), I hereby request on behalf of the Fund that [-] CF&Co sell up to [-—] Shares, pursuant to the following instructions (subject to a per Share gross sales price at least equal to the Minimum Daily Price of the shares of Common Stock and subject to any other restrictions on the sale of shares of Common Stock [to be completed by KA]. The Fund hereby confirms that, as of the date of this Placement Notice, the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Terms used herein have the meanings ascribed to them in the Agreement. SCHEDULE 2 [-] [-] CANTOR XXXXXXXXXX & CO. Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxx XXXXX XXXXXXXX MLP INVESTMENT COMPANY [-] Xxxxx X. XxXxxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxx SCHEDULE 3 AMOUNT OF COMMISSIONS PAID TO [-] CANTOR XXXXXXXXXX & CO. Up to [-]% 2% of the gross sales price of all shares of Common Stock of Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), sold through [-] Cantor Xxxxxxxxxx & Co. under the controlled equity offering governed by the Controlled Equity OfferingSM Sales Agreement, dated [-]July 1, 201_2013, between the Fund, KA Fund Advisors, LLC and Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-]Cantor Xxxxxxxxxx & Co., on the other. EXHIBIT A-1