STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 26th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
Reference is made to the Underwriting Agreement dated June , 2012 (the “Underwriting Agreement”), by and among ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC, ClearBridge Advisors, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Stock (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
