KAYNE ANDERSON ENERGY TOTAL RETURN FUND
Automatic Dividend Reinvestment Plan
Kayne Anderson Energy Total Return Fund, Inc., a Maryland
corporation (the "Fund"), hereby adopts the following plan (the
"Plan") with respect to distributions declared by its Board of
Directors (the "Board") on shares of its Common Stock:
1. Unless a stockholder specifically elects to receive cash as
set forth below, all distributions hereafter declared by the Board
shall be payable in shares of the Common Stock of the Fund, and no
action shall be required on such stockholder's part to receive a
distribution in stock.
2. Such distributions shall be payable on such date or dates as
may be fixed from time to time by the Board to stockholders of
record at the close of business on the record date(s) established
by the Board for the distribution involved.
3. The Fund may use newly-issued shares of its Common Stock or
purchase shares in the open market in connection with the
implementation of the plan. The number of shares to be issued to a
stockholder shall be based on share price equal to 95% of the
closing price of the Fund's Common Stock one day prior to the
dividend payment date.
4. The Board may, in its sole discretion, instruct the Fund to
purchase shares of its Common Stock in the open market in
connection with the implementation of the Plan as follows: If the
Fund's Common Stock is trading below net asset value at the time of
valuation, upon notice from the Fund, the Plan Administrator (as
defined below) will receive the dividend or distribution in cash
and will purchase Common Stock in the open market, on the New York
Stock Exchange or elsewhere, for the Participants' accounts, except
that the Plan Administrator will endeavor to terminate purchases in
the open market and cause the Fund to issue the remaining shares
if, following the commencement of the purchases, the market value
of the shares, including brokerage commissions, exceeds the net
asset value at the time of valuation. These remaining shares will
be issued by the Fund at a price equal to the greater of (i) the
net asset value at the time of valuation or (ii) 95% of the then
current market price.
5. In a case where the Plan Administrator has terminated open
market purchases and caused the issuance of remaining shares by the
Fund, the number of shares received by the participant in respect
of the cash dividend or distribution will be based on the weighted
average of prices paid for shares purchased in the open market,
including brokerage commissions, and the price at which the Fund
issues remaining shares. To the extent that the Plan Administrator
is unable to terminate purchases in the open market before the Plan
Administrator has completed its purchases, or remaining shares
cannot be issued by the Fund because the Fund declared a dividend
or distribution payable only in cash, and the market price exceeds
the net asset value of the shares, the average share purchase price
paid by the Plan Administrator may exceed the net asset value of
the shares, resulting in the acquisition of fewer shares than if
the dividend or distribution had been paid in shares issued by the
Fund.
6. A stockholder may, however, elect to receive his or its
distributions in cash. To exercise this option, such stockholder
shall notify American Stock Transfer & Trust Company, the plan
administrator and the Fund's transfer agent and registrar
(collectively the "Plan Administrator"), in writing so that such
notice is received by the Plan Administrator no later than the
record date fixed by the Board for the distribution involved.
7. The Plan Administrator will set up an account for shares
acquired pursuant to the Plan for each stockholder who has not so
elected to receive dividends and distributions in cash (each, a
"Participant"). The Plan Administrator may hold each Participant's
shares, together with the shares of other Participants, in
non-certificated form in the Plan Administrator's name or that of
its nominee. Upon request by a Participant, received no later than
three (3) days prior to the payable date, the Plan Administrator
will, instead of crediting shares to and/or carrying shares in a
Participant's account, issue, without charge to the Participant, a
certificate registered in the Participant's name for the number of
whole shares payable to the Participant and a check for any
fractional share less a broker commission on the sale of such
fractional shares. If a request to terminate a Participant's
participation in the Plan is received less than three (3) days
before the payable date, dividends and distributions for that
payable date will be reinvested. However, subsequent dividends and
distributions will be paid to the Participant in cash.
8. The Plan Administrator will confirm to each Participant each
acquisition made pursuant to the Plan as soon as practicable but
not later than ten (10) business days after the date thereof.
Although each Participant may from time to time have an undivided
fractional interest (computed to three decimal places) in a share
of Common Stock of the Fund, no certificates for a fractional share
will be issued. However, dividends and distributions on fractional
shares will be credited to each Participant's account. In the event
of termination of a Participant's account under the Plan, the Plan
Administrator will adjust for any such undivided fractional
interest in cash at the market value of the Fund's shares at the
time of termination.
9. The Plan Administrator will forward to each Participant any
Fund related proxy solicitation materials and each Corporation
report or other communication to stockholders, and will vote any
shares held by it under the Plan in accordance with the
instructions set forth on proxies returned by Participants to the
Fund.
10. In the event that the Fund makes available to its
stockholders rights to purchase additional shares or other
securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares held
by the Participant in certificated form in calculating the number
of rights to be issued to the Participant.
11. The Plan Administrator's service fee, if any, and expenses
for administering the Plan will be paid for by the Fund.
12. Each Participant may terminate his or its account under the
Plan by so notifying the Plan Administrator via the Plan
Administrator's website at www.amstock.com, by filling out the
transaction request form located at the bottom of the Participant's
Statement and sending it to American Stock Transfer and Trust
Company, P.O. Box 922, Wall Street Station, New York, NY 10269-0560
or by calling the Plan Administrator at (888) 888-0317. Such
termination will be effective immediately. The Plan may be
terminated by the Fund upon notice in writing mailed to each
Participant at least 30 days prior to any record date for the
payment of any dividend or distribution by the Fund. Upon any
termination, the Plan Administrator will cause a certificate or
certificates to be issued for the full shares held for the
Participant under the Plan and a cash adjustment for any fractional
share to be delivered to the Participant without charge to the
Participant. If a Participant elects by his or its written notice
to the Plan Administrator in advance of termination to have the
Plan Administrator sell part or all of his or its shares and remit
the proceeds to the Participant, the Plan Administrator is
authorized to deduct a $15.00 transaction fee plus a $0.10 per
share brokerage commission from the proceeds.
13. These terms and conditions may be amended or supplemented by
the Fund at any time but, except when necessary or appropriate to
comply with applicable law or the rules or policies of the
Securities and Exchange Commission or any other regulatory
authority, only by mailing to each Participant appropriate written
notice at least 30 days prior to the effective date thereof. The
amendment or supplement shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Plan
Administrator receives written notice of the termination of his or
its account under the Plan. Any such amendment may include an
appointment by the Plan Administrator in its place and stead of a
successor agent under these terms and conditions, with full power
and authority to perform all or any of the acts to be performed by
the Plan Administrator under these terms and conditions. Upon any
such appointment of any agent for the purpose of receiving
dividends and distributions, the Fund will be authorized to pay to
such successor agent, for each Participant's account, all dividends
and distributions payable on shares of the Fund held in the
Participant's name or under the Plan for retention or application
by such successor agent as provided in these terms and
conditions.
14. The Plan Administrator will at all times act in good faith
and use its best efforts within reasonable limits to ensure its
full and timely performance of all services to be performed by it
under this Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to
errors unless such error is caused by the Plan Administrator's
negligence, bad faith, or willful misconduct or that of its
employees or agents.
15. These terms and conditions shall be governed by the laws of
the State of Maryland.
Adopted: June 15, 2005
Amended: December 13, 2005
Amended: March 12, 2009