0001193125-14-062655 Sample Contracts

CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. UP TO 3,000,000 COMMON SHARES CAPITAL ON DEMAND™ SALES AGREEMENT

Sales Agreement • February 21st, 2014 • ClearBridge Energy MLP Total Return Fund Inc. • New York

• Contract Type
  Sales Agreement
• Filed
  February 21st, 2014
• Company
  ClearBridge Energy MLP Total Return Fund Inc.
• Jurisdiction
  New York

ClearBridge Energy MLP Total Return Fund Inc., a Maryland corporation (the “Fund”), Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”) and ClearBridge Investments, LLC, a Delaware limited liability company (the “Subadviser”) confirm their agreement (this “Agreement”) with JonesTrading Institutional Services LLC (“Jones”), as follows: