Exhibit 2(h)(3) MASTER SELECTED DEALER AGREEMENTMaster Selected Dealer Agreement • May 23rd, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. Auction Rate Preferred Stock __ Shares, Series A __ Shares, Series B __ Shares, Series C (Liquidation Preference $25,000 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York
The undersigned, Kayne Anderson Energy Total Return Fund, Inc., a Maryland corporation (the “Company”) and Kayne Anderson Capital Advisors, L.P., a California limited partnership (the “Adviser”) address you as underwriters (the “Underwriters”). The Company proposes to sell to the Underwriters an aggregate of _________ shares of its Series A, _________ shares of its Series B and _________ shares of its Series C Auction Rate Preferred Stock (collectively, the “Preferred Stock”), par value $0.001 per share, with a liquidation preference of $25,000 per share (the shares of Preferred Stock to be sold hereby and referred to herein, collectively, as the “Securities”). The Securities will be authorized by, and subject to the terms and conditions of, the Articles Supplementary in substantially the form filed as an exhibit to the registration statement referred to in Section 1 of this Agreement. Unless otherwise stated, the term “you” as used herein means each of Citigroup Global Markets Inc., L
SALES AGREEMENTSales Agreement • April 18th, 2013 • Kayne Anderson Energy Total Return Fund, Inc. • New York
Kayne Anderson Energy Total Return Fund, Inc., a Maryland corporation (the “Fund”), KA Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Kayne Anderson Capital Advisors, L.P., a California limited partnership and the parent of the Adviser (“KACALP”) (solely with respect to Section 6(b)(v), Section 6(b)(vii), Section 7(l), Section 9 and Section 10), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co” and together with the Fund, the Adviser and KACALP, the “Parties” each individually a “Party”), as follows:
I. GENERALMaster Agreement Among Underwriters • May 23rd, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. CREDIT AGREEMENT Dated as of March 5, 2013 JPMORGAN CHASE BANK, N.A., as Administrative Agent and THE SEVERAL BANKS FROM TIME TO TIME PARTIES HERETOCredit Agreement • April 10th, 2013 • Kayne Anderson Energy Total Return Fund, Inc. • New York
CREDIT AGREEMENT dated as of March 5, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between (i) KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”); (ii) the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”) and (iii) JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders hereunder (the “Administrative Agent”);
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. Investment Management AgreementInvestment Management Agreement • February 24th, 2011 • Kayne Anderson Energy Total Return Fund, Inc. • Maryland
THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 27th day of June, 2005, by and between Kayne Anderson Energy Total Return Fund, Inc., a Maryland corporation (hereinafter called the “Company”), and Kayne Anderson Capital Advisors, L.P., a California limited partnership (hereinafter called the “Manager”).
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. $30,000,000 Floating Rate Series F Senior Unsecured Notes due May 10, 2016 $20,000,000 3.71% Series G Senior Unsecured Notes due May 10, 2016 $10,000,000 4.38% Series H Senior Unsecured Notes due May 10,...Note Purchase Agreement • July 18th, 2012 • Kayne Anderson Energy Total Return Fund, Inc. • New York
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. AUCTION AGENCY AGREEMENT dated as of December __, 2005 relating to the AUCTION RATE PREFERRED STOCK SERIES A, SERIES B AND SERIES C The Bank of New York as Auction AgentAuction Agency Agreement • December 15th, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York
This Auction Agency Agreement (this “Agreement”), dated as of December ___, 2005, is between Kayne Anderson Energy Total Return Fund, Inc. (the “Company”) and The Bank of New York.
FORM OF CUSTODY AGREEMENTCustody Agreement • June 22nd, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York
AGREEMENT, dated as of [___], 2005 by and between KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., a non-diversified closed-end registered management investment company organized and existing under the laws of the State of Maryland (the “Company”), and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the “Custodian”).
FORM OF FUND ACCOUNTING AGREEMENTFund Accounting Agreement • June 22nd, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • Ohio
THIS AGREEMENT is made as of this ___day of ___, 2005, by and between KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. (the “Fund”), a Maryland corporation having its principal place of business at 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067, 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.
ACCESSION AGREEMENT (Citibank, N.A.)Accession Agreement • April 21st, 2011 • Kayne Anderson Energy Total Return Fund, Inc. • New York
ACCESSION AGREEMENT dated as of July 1, 2009 among (i) CITIBANK, N.A., having an address at 99 Park Avenue, New York, New York 10022 (the “Acceding Lender”), (ii) KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”), (iii) JPMORGAN CHASE BANK, N.A., a New York banking corporation (“JPMorgan”), as administrative agent (the “Administrative Agent”) to that certain Credit Agreement dated as of June 26, 2009 by and among the Borrower, the lenders a party thereto (the “Lenders”) (as amended or modified from time to time, the “Credit Agreement”), and (iv) the Lenders.
ADMINISTRATION AGREEMENTAdministration Agreement • February 24th, 2011 • Kayne Anderson Energy Total Return Fund, Inc. • Ohio
THIS AGREEMENT is made as of this 28th day of February, 2009, by and between KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., a Maryland corporation (the “Fund”), and ULTIMUS FUND SOLUTIONS, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio.
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT DATED AS OF JUNE 11, 2010 RELATING TO CREDIT AGREEMENT DATED AS OF JUNE 26, 2009 $80,000,000 Credit Facility JPMORGAN CHASE BANK, N.A. as Administrative...Termination, Replacement and Restatement Agreement • April 21st, 2011 • Kayne Anderson Energy Total Return Fund, Inc. • New York
ASSIGNMENT OF INVESTMENT MANAGEMENT AGREEMENTAssignment of Investment Management Agreement • February 24th, 2011 • Kayne Anderson Energy Total Return Fund, Inc.
WHEREAS, an assignment of the Investment Management Agreement (the “Investment Management Agreement”), dated as of June 27, 2005, between Kayne Anderson Energy Total Return Fund, Inc. (the “Fund”) and Kayne Anderson Capital Advisors, L.P., from Kayne Anderson Capital Advisors, L.P., as assignor, to KA Fund Advisors, LLC, as assignee, does not constitute an assignment within the meaning of the Investment Company Act of 1940, as amended (the “Act”), because it does not result from a change of actual control or management of the investment advisor to the Fund and therefore, pursuant to Rule 2a-6 of the Act, does not constitute an assignment for purposes of Section 15(a)(4) of the Act.
FORM OF BROKER-DEALER AGREEMENTBroker-Dealer Agreement • December 15th, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York
We are a Broker-Dealer for (the [“Purchaser”]/[“Seller”]), which [purchased]/[sold] Series ___ARP Shares of in the Auction held on from the [purchaser]/[seller] of such ARP Shares.
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. Form of Fee Waiver AgreementFee Waiver Agreement • June 22nd, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • Maryland
THIS FEE WAIVER AGREEMENT (this “Agreement”) is made as of the [___] day of [___], 2005, by and between Kayne Anderson Energy Total Return Fund, Inc., a Maryland corporation (hereinafter called the “Company”), and Kayne Anderson Capital Advisors, L.P., a California limited partnership (hereinafter called the “Manager”).
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. FIRST AMENDMENT AGREEMENT DATED AS OF OCTOBER 25, 2010 RELATING TO CREDIT AGREEMENT ORIGINALLY DATED AS OF JUNE 26, 2009 $80,000,000 Credit Facility JPMORGAN CHASE BANK, N.A. as Administrative Agent J. P....Credit Agreement • April 21st, 2011 • Kayne Anderson Energy Total Return Fund, Inc. • New York
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. 5.65% Series A Senior Unsecured Notes due August 13, 2011 5.90% Series B Senior Unsecured Notes due August 13, 2012 6.06% Series C Senior Unsecured Notes due August 13, 2013 NOTE PURCHASE AGREEMENT Dated...Note Purchase Agreement • April 21st, 2011 • Kayne Anderson Energy Total Return Fund, Inc. • New York
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. SECOND AMENDMENT AGREEMENT DATED AS OF OCTOBER 17, 2011 RELATING TO CREDIT AGREEMENT ORIGINALLY DATED AS OF JUNE 26, 2009 $100,000,000 Credit Facility JPMORGAN CHASE BANK, N.A. as Administrative Agent J....Credit Agreement • July 18th, 2012 • Kayne Anderson Energy Total Return Fund, Inc. • New York
FIRST AMENDMENT TO KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. ADMINISTRATION AGREEMENTAdministration Agreement • September 5th, 2012 • Kayne Anderson Energy Total Return Fund, Inc.
WHEREAS, Kayne Anderson Energy Total Return Fund, Inc., a Maryland corporation (the “Fund”) and Ultimus Fund Solutions, LLC (the “Administrator”), an Ohio limited liability company, have entered into an Administration Agreement as of February 28, 2009 (the “Agreement”); and
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. Amendment to Investment Management AgreementInvestment Management Agreement • September 5th, 2012 • Kayne Anderson Energy Total Return Fund, Inc. • Maryland
THIS AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT (the “Amendment”) is made as of June 13, 2012 by and between KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., Maryland corporation (the “Company”) and KA FUND ADVISORS, LLC, a Delaware limited liability company (the “Manager”).
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. $58,000,000 4.15% Series D Senior Unsecured Notes due March 5, 2015 $27,000,000 Floating Rate Series E Senior Unsecured Notes due March 5, 2015 NOTE PURCHASE AGREEMENT Dated March 5, 2010Note Purchase Agreement • April 21st, 2011 • Kayne Anderson Energy Total Return Fund, Inc. • New York
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • June 22nd, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • Delaware
ADMINISTRATION AGREEMENT, made as of [___], 2005 between Kayne Anderson Energy Total Return Fund, Inc., a Maryland corporation (the “Fund”), and Bear Stearns Funds Management Inc., a Delaware corporation (the “Administrator”).
