UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-21750
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KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC.
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(Exact name of registrant as specified in charter)
1800 AVENUE OF THE STARS, SECOND FLOOR
LOS ANGELES, CALIFORNIA 90067
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(Address of principal executive offices)
David J. Shladovsky, Esq.
KA Fund Advisors, LLC
1800 Avenue of the Stars, Second Floor
Los Angeles, California 90067
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(Name and address of agent for service)
Registrant's telephone number, including area code: 310-284-6438
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Date of fiscal year-end: November 30
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Date of reporting period: July 1, 2007 - June 30, 2008
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Item 1 - Proxy Voting Record - Attached on behalf of Kayne Anderson Energy Total
Return Fund, Inc.
PROPOSED
BY FOR/
MEETING (I)SSUER OR VOTE HOW AGAINST
ISSUER SYMBOL CUSIP DATE MATTER: (S)HRHLDR CAST? VOTED MGMT
------ ------ ----- ------- ------- ----------- ----- ----- -------
SHININGBANK ENERGY INCOME FUND SHN.UN 824916100 7/10/2007 PASS: I yes for for
special resolution to
approve a plan of
arrangement under section
193 of the Business
Corporations Act
CONSTELLATION ENERGY PARTNERS, LLC CEP 21038E101 11/2/2007 ELECT: I Yes for for
Richard Bachmann
Richard Langlon
John Seitz
RATIFY: I yes for for
appointment of
Pricewaterhousecoopers as
public accountants
DIANA SHIPPING INC. DSX Y2066G104 11/6/2007 ELECT: I yes for for
William Lawes
Konstantinos Psaltis
RATIFY: I yes for for
appointment of
Ernst & Young as the
company's independent public
accounting firm
APPROVE: I yes Abstain for
the establishment of a
quorum for all meetings of
33.33% of all shares,
present either in person or
by proxy, issued and
outstanding and entitled to
vote at such meetings
APPROVE: I yes for for
increase in the aggregate
number of shares of common
stock that the co. is
authorized to issue to 200MM
registered shares having a
par value of 1c/sh
PEYTO ENERGY TRUST peyuf 717045108 12/14/2007 AUTHORIZE: I yes for for
the internal restructuring
of the trust provided for in
the special resolution
substantially on the terms
contemplated in the plan or
arrangement attached
FAIRBORNE ENERGY TRUST FEL.UN 303628101 12/18/2007 APPROVE: I yes for for
plan of arrangement under
section 193 of the Business
Corporations Act
CANETIC RESOURCES TRUST CNE 137513107 1/9/2008 APPROVE: I yes for for
plan of arrangement under
Section 193 of the Business
Corporations Act and all
transactions contemplated
thereby
MARKWEST ENERGY PARTNERS, L.P. MWE 570759100 2/21/2008 APPROVE: I yes for for
plan of redemption and
merger by and among MarkWest
& MarkWest Hydrocarbon
APPROVE: I yes for for
issuance of common units of
the partnership
APPROVE: I yes for for
issuance of class A units in
the partnership in exchange
for the incentive
distribution rights and the
2% economic interest of the
GP interest in the
partnership owned by
Markwest Energy
APPROVE: I yes for for
the adoption of the 3rd
amended and restated
agreement of Ltd.
Partnership of Markwest
Energy
APPROVE: I yes for for
adoption of the 08 l-t
incentive plan of the
partnership
APPROVE: I yes for for
the adjournment or
postponement of the special
meeting of unit holders, if
necessary, or appropriate to
solicit more proxies in
insufficient votes are
rec'd.
MARKWEST HYDROCARBON INC. MWP 570762104 2/21/2008 APPROVE: I yes for for
certificate of amendment of
the certificate of
incorporation of MarkWest
Hydrocarbon
APPROVE: I yes for for
plan of adoption and merger
by and among MarkWest Energy
Partners and the Corp..
Dated as of 9/5/07 as such
agreement may be amended
form time to time
APPROVE: I yes for for
adjournment or postponement
of the special meeting of
stockholders if necessary
COPANO ENERGY, LLC CPNO 217202100 3/13/2008 APPROVE: I yes for for
proposed change to the
terms of class E units
ARCH COAL, INC. ACI 39380100 4/24/2008 APPOINT: I yes for for
James Boyd
John Eaves
Douglas Hunt
Michael Perry
RATIFY: I yes for for
appointment of
Ernst & Young LLP as
independent accounting firm
CONSOL ENERGY, INC. CNX 20854P109 4/29/2008 APPOINT: I yes for for
John Whitmire
J. Brett Harvey
James Altmeyer Sr.
William Davis
Raj Gupta
Patricia Hammick
David Hardesty, Jr
John Mills
William Powell
Joseph Williams
RATIFY: I yes for for
appointment of
Ernst & Young LLP as
independent auditor
APPROVE: I yes for for
executive annual incentive
plan
APPROVE: I yes for for
joint shareholder proposal
regarding climate change
ALPHA NATURAL RESOURCES, INC. ANR 02076X102 5/14/2008 APPOINT: I yes for for
Mary Ellen Bowers
John Brinzo
Hermann Buerger
Kevin Crutchfield
E. Linn Draper, Jr.
Glenn Eisenberg
John Fox, Jr.
Michael Quillen
Ted Wood
APPROVE: I yes for for
the restatement & amendment
of the 2005 long term
incentive plan
APPROVE: I yes for for
2008 annual incentive bonus
plan
RATIFY: I yes for for
appointment of
KPMG LLP as independent
auditors for the fiscal YE
12/31/08
COPANO ENERGY, LLC CPNO 217202100 5/15/2008 ELECT: I yes for for
James Crump
Ernie Danner
John Eckel, Jr.
Scott Griffiths
Michael Johnson
T. William Porter
William Thacker
RATIFY: I yes for for
appointment of
Deloitte & touche as
independent auditors for
2008
ZARGON ENERGY TRUST ZAR.UN 989132105 4/22/2008 FIX: I yes for for
number of directors at the
meeting to 8
ELECT: I yes for for
directors for the ensuing
year of the 8 nominees
proposed by mgmt.
APPOINT: I yes for for
PROPOSED
BY FOR/
MEETING (I)SSUER OR VOTE HOW AGAINST
ISSUER SYMBOL CUSIP DATE MATTER: (S)HRHLDR CAST? VOTED MGMT
------ ------ ----- ------- ------- ----------- ----- ----- -------
Ernst & Young as auditors
and authorize the
directors to fix their
remuneration as such
VERMILLION ENERGY TRUST VET.UN 923728109 4/30/2008 ELECT: I yes for for
directors of Vermillion
Resources to hold office
until the next annual
meeting of unit holders
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP as
auditors
APPROVE: I yes for for
unallocated unit awards
issuable pursuant to the
trust unit award incentive
plan
CROSSTEX ENERGY, INC. XTXI 22765Y104 5/7/2008 ELECT: I yes for for
Barry Davis
Robert Murchison
RATIFY: I yes for for
appointment of KPMG LLP
SEASPAN CORPORATION SSW Y75638109 4/26/2008 ELECT: I yes for for
Peter Shaerf
Milton Wong
RATIFY: I yes for for
appointment of
KPMG LLP as
independent auditors for
FY08
PEABODY ENERGY CORPORATION BTU 704549104 5/8/2008 ELECT: I yes for for
Sandra Van Trease
RATIFY: I yes for for
appointment of an
independent registered
public accounting firm
APPROVE: I yes for for
declassification of the
board of directors
APPROVE: I yes for for
2008 Management annual
incentive compensation plan
PROGRESS ENERGY TRUST PGN 74326T108 4/29/2008 FIX: I yes for for
the number of directors of
the Corp. to be elected to 7
ELECT: I yes for for
directors as described in
the information circular
RATIFY: I yes for for
appointment of
KPMG LLP as auditors of the
trust for the ensuing year
DIANA SHIPPING, INC. DSX Y2066G104 5/6/2008 ELECT: I yes for for
Boris Nachamkin
Apostolos Kontoyannis
RATIFY: I yes for for
appointment of
Ernst & Young as
independent auditors
RESTATE: I yes against against
articles of incorporation
establishing a quorum for
all meeting of shareholders
of 33.33% of all shares,
present either in person or
by proxy
APPROVE: I yes for for
the adoption of the
amendment to the articles of
incorporation
HARVEST ENERGY TRUST THE 41752X101 5/20/2008 RE-APPOINT: I yes for for
Valiant Trust Co. act as
trustee of the trust to hold
office until the end of the
next annual meeting
FIX: I yes for for
the number of directors to
be elected to 8
ELECT: I yes for for
Dale Blue
David Boone
John Brussa
M. Bruce Chernoff
William Friley, Jr.
Verne Johnson
Hector McFadyen
John Zahary
RATIFY: I yes for for
appointment of
KPMG LLP as auditors
of the trust
APPROVE I yes for for
the amendments to the 4th
amended and restated trust
indenture dated 1/1/08
APPROVE: I yes for for
grant of unallocated rights
under the trust unit rights
incentive plan
APPROVE: I yes for for
grant of unallocated rights
under the unit award
incentive plan
GENECO SHIPPING AND TRADING LIMITED GNK Y2685T107 5/14/2008 ELECT: I yes for for
Peter Georgiopoulos
Stephen Kaplan
RATIFY: I yes for for
appointment of
independent auditors
FORDING CANADIAN COAL TRUST FDG 345425102 4/30/2008 ELECT THE FOLLOWING I yes for for
TRUSTEES:
Michael Grandin
Richard Mahler
Michael Parrett
Donald Pether
Warren Seyffert
Peter Valentine
John Zaozirny
ELECT THE FOLLOWING I yes for for
DIRECTORS:
Dawn Farrell
Michael Grandin
Donald Kindsay
Richard Mahler
Thomas O'Neil
Michael Parrett
Lisilie Prillaman
David Thompson
RATIFY: I yes for for
appointment of
Pricewaterhousecoopers LLP
as chartered accountants
EAGLE BULK SHIPPING INC. EGLE Y2187A101 5/22/2008 ELECT: I yes for for
Douglas Haensel
Alexis Zoullas
RATIFY: I yes for for
appointment of
Ernst & Young as
registered public accounting
firm
ARC ENERGY TRUST AETUF 001986108 5/12/2008 APPOINT: I yes for for
Computershare Trust Co. of
Canada as trustee of the
trust for the ensuing year
ELECT: I yes for for
Frederic Coles
Walter Deboni
John Dielwart
Fred Dyment]
James Houck
Michael Kanovsky
Herbert Pinder, Jr.
John Steward
Mac Van Weilingen
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP as
chartered accountants and
auditors
LEGACY RESERVES, LP LGCY 524707304 5/19/2008 ELECT: I yes for for
Cary Brown
Kyle BcGraw
Dale Brown
G. Larry Lawrence
William Sullivan
William Granberry
Kyle Vann
PEYTO ENERGY TRUST PEY.UN 717045108 5/13/2008 FIX: I yes for for
number of directors to be
elected to 7
ELECT: I yes for for
directors for the ensuing
year of the 7 proposed
by Mgt.
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP as
chartered accountants
CONSOL ENERGY, INC. CNX 20854P109 4/29/2008 ELECT: I yes for for
John Whitmire
J. Brett Harvey
James Altmeyer, Dr.
William Davis
Raj Gupta
Patricia Hammick
David Hardesty, Jr.
John Mills
William Powell
Joseph Williams
RATIFY: I yes for for
appointment of independent
auditors Ernst & Young
APPROVE: I yes for for
Consol Energy executive
annual incentive plan
APPROVE: I yes for Against
joint shareholder proposal
regarding climate change
FOUNDATION COAL HOLDINGS, INC. FCL 35039W100 5/22/2008 ELECT: I yes for for
James Roberts
William Crowley, Jr.
David Foley
P. Michael Giftos
Alex Krueger
Joel Richards, III
PROPOSED
BY FOR/
MEETING (I)SSUER OR VOTE HOW AGAINST
ISSUER SYMBOL CUSIP DATE MATTER: (S)HRHLDR CAST? VOTED MGMT
------ ------ ----- ------- ------- ----------- ----- ----- -------
Robert Scharp
Thomas Shockley, III
RATIFY: I yes for for
appointment of
Ernst & Young as independent
registered public accounting
firm
APPROVE: I yes for for
amended and restated 2004
stock incentive plan
APPROVE: I yes for for
annual incentive performance
plan
STOCKHOLDER'S PROPOSAL: I yes for Against
regarding climate change
ARLINGTON TANKERS, LTD ATB g04899103 7/17/2008 ELECT: I yes for for
Stephen Jaeger
RATIFY: I yes for for
appointment of
Moore Stephens P.C. as
independent auditors
ENERPLUS RESOURCES FUND ERF 29274d604 5/9/2008 NOMINATE: I yes for for
directors of Enermark Inc.
and the nominees describes
in the information circular
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP as
independent registered
chartered accountants
APPROVE: I yes for for
unallocated rights under the
fund's trust unit rights
incentive plan
AMEND: I yes for for
fund's trust unit rights
incentive plan
APPROVE: I yes for for
continuation and the
amendment and restatement of
the fund's unit holder
rights plan agreement
REMOVE AND REPLACE: I yes for for
current trustee of the fund
BONAVISTA ENERGY TRUST bnpuf 095536105 5/15/2008 FIX: I yes for for
number of directors of
Bonavista to be elected at
the meeting at 8 members
ELECT: I yes for for
directors for the ensuing
year of the 8 nominees
proposed by Mgt.
RATIFY: I yes for for
appointment of
KPMG LLP as auditors and
authorize the directors to
fix their remuneration
GENCO SHIPPING AND TRADING LIMITED GNK Y2685T107 5/14/2008 ELECT: I yes for for
Peter Georgiopoulos
Stephen Kaplan
RATIFY: I yes for for
appointment of independent
auditors
APPROVE: I yes for for
at the board's discretion,
any other such matters that
may properly come before the
meeting
GENERAL MARITIME CORPORATION GMR Y2692M103 5/14/2008 ELECT: I yes for for
Rex Harrington
John Hatab
RATIFY: I yes for for
appointment of
independent auditors
ARCH COAL, INC. ACI 039380100 4/24/2008 ELECT: I yes for for
James Boyd
John Eaves
Douglas Hunt
A. Michael Perry
RATIFY: I yes for for
appointment of
independent public
accounting firm
BAYTEX ENERGY TRUST BTE 073176109 5/16/2008 FIX: I yes for for
number of directors of
Baytex to be elected to 7
ELECT: I yes for for
directors of Baytex as
specified in the information
circular
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP as
auditors of the trust for
the ensuing year
SPECIAL RESOLUTION: I yes for for
making certain amendments to
the trust indenture of the
trust
BONTERRA ENERGY INCOME TRUST BNEUF 09852Q102 5/20/2008 ELECT: I yes for for
Gary Drummond
George Fink
Carl Jonsson
William Woodward
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP as
chartered accountants for
the ensuing year
APPROVE: I yes for for
the re-appointment of
Olympia Trust Co. as trustee
of the trust
MARKWEST ENERGY PARTNERS LP MWE 570759100 6/4/2008 ELECT: I yes for for
John Fox
Keith Bailey
Michael Beatty
Charles Dempster
Donald Heppermann
William Kellstrom
Anne Fox Mounsey
William Nicoletti
Frank Semple
Donald Wolf
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP as the
partnership's independent
public accountants
OCEANFREIGHT, INC. OCNF Y64202107 6/2/2008 ELECT: I yes for for
Professor John Liveris
RATIFY: I yes for for
appointment of
independent auditors
PENN WEST ENERGY TRUST PWE 707885109 6/3/2008 REAPPOINT: I yes for for
CIBC Mellon Trust as trustee
of Penn West Energy Trust to
hold office for 3 years
APPROVE: I yes for for
unallocated rights to
acquire trust units under
the trust unit rights
incentive plan of Penn West
until 6/2/2011
APPROVE: I yes for for
unallocated trust units
issueable from treasury
under the employee trust
unit savings plan of Penn
West until 6/2/2011
RATIFY: I yes for for
appointment of
KPMG LLP as auditors
ELECT: I yes for for
directors of PWPL for the
ensuing year of the 11
nominees proposed by mgt.
NAL OIL AND GAS TRUST NAE.UN 628949109 5/21/2008 ELECT: I yes for for
J. Charles Caty
Irvine Koop
Dennis Flanagan
Barry Stewart
Andrew Wiswell
Gordon Lackenbauer
Warren Thomson
RATIFY: I yes for for
appointment of
KPMG LLP as auditors of the
trust for the ensuing year
AUTHORIZE: I yes for for
the amendment of the
unanimous shareholder
agreement and the trust
indenture to permit NAL to
create and issue add'l
shares to the trust and its
subsidiary entities
COPANO ENERGY, LLC CPNO 217202100 5/15/2008 ELECT: I yes for for
James Crump
Ernie Denner
John Eckel, Jr.
Scott Griffiths
Michael Johnson
T. Willaim Porter
William Thacker
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP
CRESCENT POINT ENERGY TRUST CPGCF 225908102 5/30/2008 ELECT: I yes for for
Peter Bannister
Paul Borne
Kenney Cugnet
PROPOSED
BY FOR/
MEETING (I)SSUER OR VOTE HOW AGAINST
ISSUER SYMBOL CUSIP DATE MATTER: (S)HRHLDR CAST? VOTED MGMT
------ ------ ----- ------- ------- ----------- ----- ----- -------
Hugh Gellard
Gerald Romanzin
Scott Saxberg
Greg Turnbull
FIX: I yes for for
number of directors for the
ensuing year at 7
APPROVE: I yes for for
the amendment of the
restricted unit bonus plan
of the trust and related
matters as set forth in the
information circular
WESTSHORE TERMINALS INCOME FUND WTSHF 960911105 6/17/2008 ELECT: I yes for for
Dallas Ross
William Stinson
Michael Korenberg
Gordon Gibson
Jim Gardiner
RATIFY: I yes for for
appointment of
KMPG LLP as auditors
ATLAS ENERGY RESOURCES, LLC ATN 49303100 6/13/2008 ELECT: I yes for for
Edward Cohen
Jonathan Cohen
Mathew Jones
Richard Weber
Walter Jones
Ellen Warren
Bruce Wolf
TEEKAY TANKERS, LTD. TNK Y8565N102 6/5/2008 ELECT: I yes for for
C. Sean Day
Bjorn Moller
Peter Evensen
Richard Dumoulin
richard Brownks
William Lawes
RATIFY: I yes for for
appointment of
Ernst & Young as
independent auditors for the
fiscal year
KAYNE ANDERSON ENERGY TOTAL RETURN KYE 48660P302 6/17/2008 ELECT: I yes for for
FUND, INC. - PREFERRED SERIES B Gerald Isenberg
APPROVE: I yes for for
proposal to authorize the
fund to sell shares of its
common stock at a price less
than net asset value per
share
ATLAS AMERICA, INC. ATLS 049167109 6/13/2008 ELECT: I yes for for
Edward Cohen
Harmon Spolan
Dennis Holtz
AMEND AND RESTATE: I yes for for
annual incentive plan for
senior executives
AUTHORIZE: I yes for for
proxies to vote upon such
other business as may
properly be brought before
the meeting
DOUBLE HULL TANKERS, INC DHT y21110104 6/18/2008 ELECT: I yes for for
Erik Lind
CHANGE: I yes for for
name of the company to DHT
Maritime Inc.
RATIFY: I yes for for
appointment of
Ernst & Young LLP as the
company's independent public
accounting firm
OMEGA NAVIGATION ENTERPRISES, INC. ONAV Y6476R105 6/17/2008 ELECT: I yes for for
Nicolas Borkmann
Mathew McCleery
Huang Yuan Chiang
RATIFY: I yes for for
appointment of
Ernst & Young as the
company's independent
auditors for FY08
EUROSEAS LTD. ESEA Y23592200 6/20/2008 ELECT: I yes for for
Aristides J. Pittas
Dr. Anastasios Aslidis
Aristides P. Pittas
RATIFY: I yes for for
appointment of
Deloitte & Touche LLP
as the co.'s
independent auditors for
fy08
NORDIC AMERICAN NAT G65773106 6/23/2008 ELECT: I yes for for
TANKER SHIPPING LIMITED Herbjorn Hansson
Torbjorn Gladso
Sir David Gibbons
Anreas Ove Ugland
Andres W. March
Paul Hopkins
Richard Vietor
APPROVE: I yes for for
appointment of Deloitte as
the co.'s independent
auditors for fy08
REDUCE: I yes for for
co.'s share premium, which
is the amount of their paid
up share capital that
exceeds the aggregate par
value of their outstanding
common shares
QUINTANA MARITIME LIMITED QMAR Y7169G109 4/14/2008 AUTHORIZE & APPROVE: I yes for for
the agreement and plan of
merger dated as of 1/29/08,
by and among Excel Maritime
Carriers Ltd., Bird Acq.
Corp. and Quintana Maritime
Ltd.
APPROVE: I yes for for
adjournment or postponements
of the special meeting, if
sufficient votes at the time
of the special meeting to
authorize and approve the
agreement and plan of merger
MAGALLAN MIDSTREAM PARTNERS, L.P. MMP 559080106 5/23/2008 ELECT: I yes for for
James Montague
Don Wellendorp
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Kayne Anderson Energy Total Return Fund, Inc.
(Registrant)
By: /s/ Kevin S. McCarthy
------------------------------------------
Kevin S. McCarthy
Chairman, President and Chief Executive Officer
(Signature & Title)
Date: August 22, 2008