0001193125-12-240296 Sample Contracts

SUBADVISORY AGREEMENT

Subadvisory Agreement • May 18th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York

• Contract Type
  Subadvisory Agreement
• Filed
  May 18th, 2012
• Company
  ClearBridge Energy MLP Total Return Fund Inc.
• Jurisdiction
  New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2012, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and ClearBridge Advisors, LLC, a Delaware limited liability company (the “Subadviser”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC

Management Agreement • May 18th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York

• Contract Type
  Management Agreement
• Filed
  May 18th, 2012
• Company
  ClearBridge Energy MLP Total Return Fund Inc.
• Jurisdiction
  New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of 2012, by and between ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

SUBSCRIPTION AGREEMENT

Subscription Agreement • May 18th, 2012 • ClearBridge Energy MLP Total Return Fund Inc.

• Contract Type
  Subscription Agreement
• Filed
  May 18th, 2012
• Company
  ClearBridge Energy MLP Total Return Fund Inc.

Subscription Agreement, dated as of April 30, 2012, between ClearBridge Energy MLP Total Return Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (“the Purchaser”).