0001193125-11-014154 Sample Contracts

NUVEEN OPEN-END AND CLOSED-END FUNDS DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS AND TRUSTEES (As Amended and Restated Effective January 1, 2009)

Nuveen Energy MLP Total Return Fund • January 26th, 2011 • Illinois

• Company
  Nuveen Energy MLP Total Return Fund
• Filed
  January 26th, 2011
• Jurisdiction
  Illinois

NUVEEN ENERGY MLP TOTAL RETURN FUND [ ] Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENT

Underwriting Agreement • January 26th, 2011 • Nuveen Energy MLP Total Return Fund • New York

• Contract Type
  Underwriting Agreement
• Filed
  January 26th, 2011
• Company
  Nuveen Energy MLP Total Return Fund
• Jurisdiction
  New York

INVESTMENT MANAGEMENT AGREEMENT

Investment Management Agreement • January 26th, 2011 • Nuveen Energy MLP Total Return Fund • Illinois

• Contract Type
  Investment Management Agreement
• Filed
  January 26th, 2011
• Company
  Nuveen Energy MLP Total Return Fund
• Jurisdiction
  Illinois

AGREEMENT made as of this day of January, 2011, by and between Nuveen Energy MLP Total Return Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”).

Transfer Agency and Service Agreement Among Each of the Nuveen Closed End Investment Companies Listed on Exhibit A Hereto and State Street Bank and Trust Company

Agency and Service Agreement • January 26th, 2011 • Nuveen Energy MLP Total Return Fund • Massachusetts

• Contract Type
  Agency and Service Agreement
• Filed
  January 26th, 2011
• Company
  Nuveen Energy MLP Total Return Fund
• Jurisdiction
  Massachusetts

AGREEMENT made as of the 7th day of October, 2002, by and among each of the Nuveen closed-end investment companies listed on Exhibit A hereto, which may be amended from time to time, each being either a Minnesota corporation or a Massachusetts business trust as indicated on Exhibit A (each a “Fund” or the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having a principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

INVESTMENT SUB-ADVISORY AGREEMENT

Investment Sub-Advisory Agreement • January 26th, 2011 • Nuveen Energy MLP Total Return Fund • Illinois

• Contract Type
  Investment Sub-Advisory Agreement
• Filed
  January 26th, 2011
• Company
  Nuveen Energy MLP Total Return Fund
• Jurisdiction
  Illinois

AGREEMENT made as of this day of , 2011, by and between Nuveen Fund Advisors, Inc., a Delaware corporation and an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (the “Adviser”), and Fiduciary Asset Management, Inc., a Missouri limited liability company and an investment adviser registered under the Advisers Act (“FAMCO” or the “Sub-Adviser”).

NUVEEN ENERGY MLP TOTAL RETURN FUND Subscription Agreement

Subscription Agreement • January 26th, 2011 • Nuveen Energy MLP Total Return Fund

• Contract Type
  Subscription Agreement
• Filed
  January 26th, 2011
• Company
  Nuveen Energy MLP Total Return Fund

This Agreement made this January 20, 2011 by and between Nuveen Energy MLP Total Return Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, Inc (the “Subscriber”);