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. [•] Shares of Common Stock* (Par Value $0.001 Per Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 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 and as the representatives (the “Representatives”) of each of the several underwriters named on Schedule I hereto (herein collectively called “Underwriters”). The Company proposes to sell to the Underwriters [•] shares of Common Stock, par value $0.001 per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Unless otherwise stated, the term “you” as used herein means each of Citigroup Global Markets
I. GENERALMaster Agreement Among Underwriters • May 23rd, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York
