0000950129-05-006412 Sample Contracts

KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. Form of Investment Management Agreement
Investment Management Agreement • June 22nd, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • Maryland

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the [___]th 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”).

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FORM OF CUSTODY AGREEMENT
Custody 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 AGREEMENT
Fund 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.

KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. Form of Fee Waiver Agreement
Fee 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”).

FORM OF ADMINISTRATION AGREEMENT
Administration 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”).

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