0000950123-11-017353 Sample Contracts

KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. Investment Management Agreement
Investment 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”).

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ADMINISTRATION AGREEMENT
Administration 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.

ASSIGNMENT OF INVESTMENT MANAGEMENT AGREEMENT
Assignment 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.

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