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
