0000950134-05-023196 Sample Contracts

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 Agent

Auction Agency Agreement • December 15th, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York

• Contract Type
  Auction Agency Agreement
• Filed
  December 15th, 2005
• Company
  Kayne Anderson Energy Total Return Fund, Inc.
• Jurisdiction
  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 BROKER-DEALER AGREEMENT

Broker-Dealer Agreement • December 15th, 2005 • Kayne Anderson Energy Total Return Fund, Inc. • New York

• Contract Type
  Broker-Dealer Agreement
• Filed
  December 15th, 2005
• Company
  Kayne Anderson Energy Total Return Fund, Inc.
• Jurisdiction
  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.