Kayne Anderson Energy Total Return Fund N-PX Annual report of proxy voting record

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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

Kayne Anderson Energy Total Return Fund, Inc.

(Exact name of registrant as specified in charter)

717 Texas Avenue, Suite 3100                                 Houston, Texas	77002
(Address of principal executive offices)	(Zip code)

David J. Shladovsky, Esq.

KA Fund Advisors, LLC

1800 Avenue of the Stars, Second Floor

Los Angeles, California  90067

(Name and address of agent for service)

Registrant's telephone number, including area code:  (310) 284-6438     

Date of fiscal year end:   November 30                                           

Date of reporting period:  July 1, 2010 - June 30, 2011                      

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

ITEM 1.  PROXY VOTING RECORD.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a) The name of the issuer of the portfolio security;

(b) The exchange ticker symbol of the portfolio security;

(c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d) The shareholder meeting date;

(e) A brief identification of the matter voted on;

(f) Whether the matter was proposed by the issuer or by a security holder;

(g) Whether the registrant cast its vote on the matter;

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i) Whether the registrant cast its vote for or against management.

SIGNATURES

[See General Instruction F]

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.

(Registrant)   Kayne Anderson Energy Total Return Fund, Inc.

By (Signature and Title)*		/s/ Kevin S. McCarthy
		Kevin S. McCarthy,
Date	August 15, 2011	Chairman of the Board of Directors, President and Chief Executive Officer

* Print the name and title of each signing officer under his or her signature.

Item 1 – Proxy Voting Record – Attached on behalf of Kayne Anderson Energy Total Return Fund, Inc.
Issuer	Symbol	CUSIP	Meeting Date	Matter:	Proposed by (I)ssuer or (S)hrhldr	Vote Cast?	How Voted	For/Against Mgmt
CAPITAL PRODUCT PARTNERS L.P.	CPLP	Y11082107	7/22/2010	ELECT:	I	YES	FOR	FOR
				CLASS III DIRECTOR UNTIL THE 2013 ANNUAL MEETING NOMINEE: A. KEITH FORMAN
				ELECT:	I	YES	FOR	FOR
				CLASS III DIRECTOR UNTIL THE 2013 ANNUAL MEETING NOMINEE: A. EVANGELOS G. BAIRACTARIS
DIANA SHIPPING INC.	DSX	Y2066G104	8/4/2010	ELECT:	I	YES	FOR	FOR
				WILLIAM (BILL) LAWES
				KONSTANTINOS PSALTIS
				APPROVE:	I	YES	FOR	FOR
				APPOINTMENT OF ERNST & YOUNG (HELLAS) AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FY ENDING DECEMBER 31, 2010
WESTSHORE TERMINALS INCOME FUND	WTSHF	960911105	11/4/2010	PASS:
				SPECIAL RESOLUTION APPROVING A PLAN OF ARRANGEMENT FOR A RESTRUCTURING OF THE FUND AS A CORPORATION, ALL AS MORE SPECIFICALLY DESCRIBED IN THE INFORMATION CIRCULAR DATED OCTOBER 5, 2010	I	YES	FOR	FOR
FRONTLINE LTD.	FRO	G3682E127	9/24/2010	ELECT:
				JOHN FREDRIKSEN AS DIRECTOR OF THE COMPANY	I	YES	FOR	FOR
				KATE BLANKENSHIP AS A DIRECTOR OF THE COMPANY	I	YES	FOR	FOR
				FRIXOS SAVVIDES AS A DIRECTOR OF THE COMPANY	I	YES	FOR	FOR
				W.A. TONY CURRY AS A DIRECTOR OF THE COMPANY	I	YES	FOR	FOR
				CECILIE FREDRIKSEN AS A DIRECTOR OF THE COMPANY IN PLACE OF KATHERINE FREDRIKSEN WHO IS NOT STANDING FOR RE-ELECTION	I	YES	FOR	FOR
				RE-APPOINT:
				PRICEWATERHOUSECOOPER AS OF OSLO, NORWAY AS AUDITORS AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION	I	YES	FOR	FOR
				APPROVE:
				REMUNERATION OF THE COMPANY'S BOARD OF DIRECTORS OF A TOTAL AMOUNT OF FEES NOT TO EXCEED US$450,000 FOR THE YEAR ENDED DECEMBER, 31, 2010	I	YES	FOR	FOR
KNIGHTSBRIDGE TANKERS LIMITED	VLCCF	G5299G106	9/24/2010	ELECT:
				OLA LORENTZON AS DIRECTOR OF THE COMPANY	I	YES	FOR	FOR
				DOUGLAS C. WOLCOTT AS A DIRECTOR OF THE COMPANY	I	YES	FOR	FOR
				DAVID M. WHITE AS A DIRECTOR OF THE COMPANY	I	YES	FOR	FOR
				HANS PETTER AAS AS A DIRECTOR OF THE COMPANY	I	YES	FOR	FOR
				HERMAN BILLUNG AS A DIRECTOR OF THE COMPANY TO FILL THE VACANCY CURRENTLY EXISTING ON THE BOARD	I	YES	FOR	FOR
				APPOINT:
				PRICEWATERCOOPERS AS THE COMPANY'S INDEPENDENT AUDITORS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE THEIR REMUNERATION	I	YES	FOR	FOR
				APPROVE:
				THE COMPANY'S BOARD OF DIRECTORS OF A TOTAL AMOUNT OF FEES NOT TO EXCEED US$500,000 FOR THE YEAR ENDED DECEMBER 31, 2010	I	YES	FOR	FOR
MASSEY ENERGY COMPANY	MEE	576206106	10/6/2010	APPROVE:	I	YES	FOR	FOR
				PROPOSAL TO AMEND AND RESTATE OUR RESTATED CERTIFICATE OF INCORPORATION IN ORDER TO DECLASSIFY OUR BOARD
				APPROVE:	I	YES	FOR	FOR
				PROPOSAL TO AMEND AND RESTATE OUR RESTATED CERTIFICATE OF INCORPORATION IN ORDER TO ELIMINATE CUMULATIVE VOTING
				APPROVE:	I	YES	FOR	FOR
				PROPOSAL TO AMEND AND RESTATE OUR RESTATED CERTIFICATE OF INCORPORATION IN ORDER TO REMOVE SUPERMAJORITY VOTE PROVISIONS RELATED TO STOCKHOLDER AMENDMENT OF BYLAWS
				APPROVE:	I	YES	FOR	FOR
				PROPOSAL TO AMEND AND RESTATE OUR RESTATED CERTIFICATE OF INCORPORATION IN ORDER TO REMOVE SUPERMAJORITY VOTE PROVISION RELATED TO STOCKHOLDER APPROVAL OF BUSINESS COMBINATIONS WITH A MORE THAN 5% STOCKHOLDER
				APPROVE:	I	YES	FOR	FOR
				PROPOSAL TO AMEND AND RESTATE OUR RESTATED CERTIFICATE OF INCORPORATION IN ORDER TO REMOVE THE PROHIBITION OF THE RIGHT OF STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS
				APPROVE:	I	YES	FOR	FOR
				PROPOSAL TO AMEND AND RESTATE OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 300,000,000 SHARES
COPANO ENERGY, L.L.C.	CPNO	217202100	11/17/2010	APPROVE:	I	YES	FOR	FOR
				CHANGES TO THE TERMS OF SERIES A CONVERTIBLE PREFERRED UNITS TO PROVIDE FOR FULL VOTING RIGHTS FOR SUCH UNITS AND FULL CONVERTIBILITY OF SUCH UNITS INTO COMMON UNITS ON A ONE-FOR-ONE BASIS AND THE ISSUANCE OF ADDITIONAL COMMON UNITS UPON CONVERSION OF SERIES A CONVERTIBLE PREFERRED UNITS
PENN VIRGINIA GP HOLDINGS, L.P.	PVG	70788P105	2/16/2011	CONSIDER AND VOTE:	I	YES	FOR	FOR
				ON THE APPROVAL AND ADOPTION OF (A) THE AGREEMENT AND PLAN OF MERGER BY AND AMONG PENN VIRGINIA RESOURCE PARTNERS, L.P., PENN VIRGINIA RESOURCE G.P., LLC, PVR RADNOR, LLC, PENN VIRGINIA GP HOLDINGS, L.P. AND PVG GP, LLC, THE GENERAL PARTNER OF HOLDINGS, (B) MERGER & (C) TRANSACTIONS CONTEMPLATED THEREBY, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
				CONSIDER AND VOTE:	I	YES	FOR	FOR
				UPON ANY PROPOSAL THAT MAY BE PRESENTED TO ADJOURN THE PARTNERSHIP SPECIAL MEETING TO A LATER DATE, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES IN FAVOR OF ANY OF THE FOREGOING PROPOSALS
PENN VIRGINIA RESOURCE PARTNERS, L.P.	PVR	707884102	2/16/2011	CONSIDER AND VOTE:	I	YES	FOR	FOR
				ON THE APPROVAL AND ADOPTION OF (A) THE AGREEMENT AND PLAN OF MERGER BY AND AMONG PENN VIRGINIA RESOURCE PARTNERS, L.P., PENN VIRGINIA RESOURCE G.P., LLC, PVR RADNOR, LLC, PENN VIRGINIA GP HOLDINGS, L.P. AND PVG GP, LLC, THE GENERAL PARTNER OF HOLDINGS, (B) MERGER & (C) TRANSACTIONS CONTEMPLATED THEREBY, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
				CONSIDER AND VOTE:	I	YES	FOR	FOR
				UPON THE APPROVAL AND ADOPTION OF THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP
				CONSIDER AND VOTE:	I	YES	FOR	FOR
				UPON ANY PROPOSAL THAT MAY BE PRESENTED TO ADJOURN THE PARTNERSHIP SPECIAL MEETING TO A LATER DATE, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES IN FAVOR OF ANY OF THE FOREGOING PROPOSALS
MAGELLAN MIDSTREAM PARTNERS L.P.	MMP	559080106	4/27/2011	ELECT:	I	YES	FOR	FOR
				JAMES C. KEMPNER
				MICHAEL N. MEARS
				JAMES R. MONTAGUE
				AMEND:	I	YES	FOR	FOR
				LONG TERM INCENTIVE PLAN
				VOTE:	I	YES	FOR	FOR
				ON EXECUTIVE COMPENSATION
				VOTE:	I	3 YEAR	AGAINST	1 YEAR
				FREQUENCY OF VOTE TO APPROVE COMPENSATION OF EXECUTIVES
SPECTRA ENERGY CORP	SE	847560109	4/19/2011	ELECT:	I	YES	FOR	FOR
				WILLIAM T. ESREY
				GREGORY L. EBEL
				AUSTIN A. ADAMS
				PAUL M. ANDERSON
				PAMELA L. CARTER'
				F. ANTHONY COMPER
				PETER B. HAMILTON
				DENNIS R. BENDRIX
				MICHAEL MCSHANE
				JOSEPH H. NETHERLAND
				MICHAEL E.J. PHELPS
				RATIFY:	I	YES	FOR	FOR
				DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FY11
				APPROVE:	I	YES	FOR	FOR
				SPECTRA ENERGY CORP 2007 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
				APPROVE:	I	YES	FOR	FOR
				SPECTRA ENERGY CORP. EXECUTIVE SHORT-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
				APPROVE:	I	YES	FOR	FOR
				VOTE ON EXECUTIVE COMPENSATION
				APPROVE:	I	YES	FOR	FOR
				VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
				PROPOSAL:	S	YES	AGAINST	FOR
				DIRECTOR ELECTION MAJORITY VOTE STANDARD
CENTERPOINT ENERGY, INC.	CNP	15189T107	4/21/2011	ELECT:	I	YES	FOR	FOR
				DONALD R. CAMPBELL
				MILTON CARROLL
				O. HOLCOMBE CROSSWELL
				MICHAEL P. JOHNSON
				JANIECE M. LONGORIA
				DAVID M. MCCLANAHAN
				SUSAN O. RHENEY
				R. A. WALKER
				PETER S. WAREING
				SHERMAN M. WOLFF
				RATIFY:	I	YES	FOR	FOR
				APPOINTMENT OF DELOITTE & TOUCHE LLP AS  INDEPENDENT AUDITORS FOR 2011
				APPROVE:	I	YES	FOR	FOR
				ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
				APPROVE:	I	1 YEAR	FOR	1 YEAR
				VOTE ON THE FREQUENCY OF FUTURE ADVISORY SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION - 1 YEAR RECOMMENDED'
				APPROVE:	I	YES	FOR	FOR
				THE MATERIAL TERMS OF THE PERFORMANCE GOALS OF THE SHORT TERM INCENTIVE PLAN
				APPROVE:	I	YES	FOR	FOR
				AMENDMENT TO THE STOCK PLAN FOR OUTSIDE DIRECTORS
EL PASO CORPORATION	EP	28336L109	5/17/2011	ELECT:	I	YES	FOR	FOR
				JUAN CARLOS BRANIFF
				DAVID W. CRANE
				DOUGLAS L. FOSHEE
				ROBERT W. GOLDMAN
				ANTHONY W. HALL, JR.
				THOMAS R. HIX
				FERRELL P. MCCLEAN
				TIMOTHY J. PROBERT
				STEVEN J. SHAPRIO
				J. MICHAEL TALBERT
				ROBERT F. VAGT
				JOHN L. WHITMIRE
				APPROVE:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				APPROVE:	I	1 YEAR	FOR	1 YEAR
				ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
				RATIFY:	I	YES	FOR	FOR
				ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ONEOK, INC.	OKE	682680103	5/25/2011	ELECT:	I	YES	FOR	FOR
				JAMES C. DAY
				JULE H. EDWARDS
				WILLIAM L. FORD
				JOHN W. GIBSON
				BERT H. MACKIE
				JIM W. MOGG
				PATTYE L. MOORE
				GARY D. PARKER
				EDUARDO A. RODRIGUEZ
				GERAL B. SMITH
				DAVID J. TIPPECONNIC
				RATIFY:	I	YES	FOR	FOR
				PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YE DEC 31, 2011
				APPROVE:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				APPROVE:
				ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE ADVISORY VOTE ON EXECUTIVE COMPENSATION	I	1 YEAR	FOR	1 YEAR
PEABODY ENERGY CORPORATION	BTU	704549104	5/3/2011	ELECT:	I	YES	FOR	FOR
				GREGORY H. BOYCE
				WILLIAM A. COLEY
				WILLIAM E. JAMES
				ROBERT B. KARN III
				M. FRANCES KEETH
				HENRY E. LENTZ
				ROBERT A. MALONE
				WILLIAM C. RUSNACK
				JOHN F. TURNER
				SANDRA A. VAN TREASE
				ALAN H. WASHKOWITZ
				RATIFY:	I	YES	FOR	FOR
				APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
				APPROVE:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				APPROVE:	I	2 YEARS	AGAINST	1 YEAR
				ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
				APPROVE:	I	YES	FOR	FOR
				PEABODY'S 2011 LONG-TERM EQUITY INCENTIVE PLAN
ARCH COAL, INC.	ACI	039380100	4/28/2011	ELECT:	I	YES	FOR	FOR
				JAMES R. BOYD
				JOHN W. EAVES
				DAVID D. FREUDENTHAL
				DOUGLAS H. HUNT
				J. THOMAS JONES
				A. MICHAEL PERRY
				PETER I. WOLD
				RATIFY:	I	YES	FOR	FOR
				APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
				APPROVE:	I	YES	FOR	FOR
				EXECUTIVE COMPENSATION IN ADVISORY VOTE
				APPROVE:	I	1 YEAR	FOR	1 YEAR
				ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTES
CONSOL ENERGY INC.	CNX	20854P109	5/4/2011	ELECT:	I	YES	FOR	FOR
				J. BRETT HARVEY
				JOHN WHITMIRE
				PHILIP W. BAXTER
				JAMES E. ALTMEYER, SR.
				WILLIAM E. DAVIS
				RAJ K. GUPTA
				PATRICIA A. HAMMICK
				DAVID C. HARDESTY, JR.
				JOHN T. MILLS
				WILLIAM P. POWELL
				JOSEPH T. WILLIAMS
				RATIFY:	I	YES	FOR	FOR
				ANTICIPATED SELECTION OF INDEPENDENT AUDITOR: ERNST & YOUNG LLP
				APPROVE:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				APPROVE:	I	2 YEARS	AGAINST	1 YEAR
				ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
PATRIOT COAL CORPORATION	PCX	70336T104	5/12/2011	ELECT:	I	YES	FOR	FOR
				J. JOE ADDRJAN
				JANECE M. LONGORIA
				MICHAEL M. SCHARF
				RATIFY:	I	YES	FOR	FOR
				APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
				APPROVE:	I	YES	FOR	FOR
				COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PATRIOT COAL CORPORATION PROXY STATEMENT
				APPROVE:	I	1 YEAR	FOR	1 YEAR
				WHETHER THE STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY
QUESTAR CORPORATION	STR	748356102	5/10/2011	ELECT:	I	YES	FOR	FOR
				TERESA BECK
				R.D. CASH
				LAURENCE M. DOWNES
				RONALD W. JIBSON
				GARY G. MICHAEL
				BRUCE A. WILLIAMSON
				RATIFY:	I	YES	FOR	FOR
				SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITOR
				VOTE:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				RECOMMEND:	I	1 YEAR	FOR	1 YEAR
				BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES
BONAVISTA ENERGY CORPORATION	BNP.CN	09784Y108	5/5/2011	ELECT:	I	YES	FOR	FOR
				DIRECTORS FOR THE ENSUING YEAR OF THE 8 NOMINEES PROPOSED BY MANAGEMENT IN THE COMPANY'S INFORMATION CIRCULAR-PROXY STATEMENT DATED MARCH 21, 2011
				APPOINT:	I	YES	FOR	FOR
				KPMG LLP, CHARTERED ACCOUNTANTS, AS THE COMPANY'S AUDITORS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION AS SUCH
SEMPRA ENERGY	SRE	816851109	5/13/2011	ELECT:	I	YES	FOR	FOR
				ALAN L. BOECKMANN
				JAMES G. BROCKSMITH JR.
				DONALD E. FELSINGER
				WILFORD D. GODBOLD JR.
				WILLIAM D. JONES
				WILLIAM G. OUCHI
				CARLOS RUIZ
				WILLIAM C. RUSNACK WILLIAM P. RUTLEDGE
				LYNN SCHENK
				MEAN E. SCHMALE
				LUIS M. TELLEZ
				RATIFY:	I	YES	FOR	FOR
				INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
				APPROVE:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				APPROVE:
				ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION	I	1 YEAR	FOR	1 YEAR
				APPROVE:	S	YES	AGAINST	AGAINST
				SHAREHOLDER PROPOSAL TO ALLOW SHAREHOLDERS ACTION BY WRITTEN CONSENT
				APPROVE:	S	YES	AGAINST	AGAINST
				SHAREHOLDER PROPOSAL REGARDING RETIREMENT BENEFITS
				APPROVE:	S	YES	AGAINST	AGAINST
				SHAREHOLDER PROPOSAL REGARDING SUSTAINABILITY
PROVIDENT ENERGY LTD.	PVX	74386V100	5/11/2011	ELECT:	I	YES	FOR	FOR
				JOHN B. ZAOZIRNY
				GRANT D. BELLING
				DOUGLAS J. HAUGHEY
				HUGH A. FERGUSSON
				RANDALL J. FINDLAY
				NORMAN R. GISH
				BRUCE R. LIBIN
				M.H. (MIKE) SHAIKH
				JEFFREY T. SMITH
				RE-APPOINT:	I	YES	FOR	FOR
				PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF THE CORPORATION FOR A TERM EXPIRING AT THE CLOSE OF THE NEXT ANNUAL MEETING OF SHAREHOLDERS
GENCO SHIPPING & TRADING LIMITED	GNK	Y2685T107	5/12/2011	ELECT:
				PETER C. GEORGIOPOULOS	I	YES	FOR	WITHHOLD
				STEPHEN A. KAPLAN	I	YES	FOR	FOR
				RATIFY:	I	YES	FOR	FOR
				THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF GENCO FOR THE FY ENDING DECEMBER 31, 2011
				APPROVE:	I	YES	FOR	FOR
				NON-BINDING ADVISORY RESOLUTION REGARDING COMPENSATION OF GENCO'S NAMES EXECUTIVE OFFICERS
				RECOMMEND:	I	3 YEAR	AGAINST	1 YEAR
				BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES
NISOURCE INC.	NI	65473P105	5/10/2011	ELECT:	I	YES	FOR	FOR
				RICHARD A. ABDOO
				STEVEN C. BEERING
				MICHAEL E. JESANIS
				MARTY R. KITTRELL
				W. LEE NUTTER
				DEBORAH S. PARKER
				IAN M. ROLLAND
				ROBERT C. SKAGGS, JR.
				RICHARD L. THOMPSON
				CAROLYN Y. WOO
				RATIFY:	I	YES	FOR	FOR
				APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
				CONSIDER:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				CONSIDER:	I	1 YEAR	FOR	1 YEAR
				ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
				CONSIDER:	S	YES	AGAINST	FOR
				STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER ACTION BY WRITTEN CONSENT
BALTIC TRADING LIMITED	BALT	Y0553W103	5/12/2011	ELECT:
				PETER C. GEORGIOPOULOS	I	YES	FOR	WITHHOLD
				BASIL G. MAVROLEON	I	YES	FOR	FOR
				RATIFY:	I	YES	FOR	FOR
				THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF BALTIC TRADING FOR THE FY ENDING DECEMBER 31, 2011
				APPROVE:	I	YES	FOR	FOR
				NON-BINDING, ADVISORY RESOLUTION REGARDING COMPENSATION OF BALTIC TRADING'S NAMED EXECUTIVE OFFICERS
				RECOMMEND:	I	3 YEAR	AGAINST	1 YEAR
				BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES
ENERPLUS CORPORATION	ERF	B584T89	5/13/2011	ELECT:	I	YES	FOR	FOR
				EDWIN V. DODGE
				ROBERT B. HODGINS
				GORDON J. KERR
				DOUGLAS R. MARTIN
				DAVID P. O'BRIEN
				ELLIOTT PEW
				GELN D. ROANE
				W.C. (MIKE) SETH
				DONALD T. WEST
				HARRY B. WHEELER
				CLAYTON H. WOITAS
				ROBER TL. ZORICH'
				APPOINT:	I	YES	FOR	FOR
				DELOITTE & TOUCHE LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION
BUCKEYE PARTNERS, L.P.	BPL	118230101	6/7/2011	ELECT:	I	YES	FOR	FOR
				FORREST E. WYLIE
				JOSEPH A. LASALA, JR.
				MARTIN A. WHITE
				RATIFY:	I	YES	FOR	FOR
				DELOITTE & TOUCHE LLP
				VOTE:	I	YES	FOR	FOR
				ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
				VOTE:	I	3 YEAR	FOR	3 YEAR
				FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
THE WILLIAMS COMPANIES, INC.	WMB	969457100	5/19/2011	ELECT:	I	YES	FOR	FOR
				ALAN S. ARMSTRONG
				JOSEPH R. CLEVELAND
				JUANTIA H. HINSHAW
				FRANK T. MACINNIS
				JANICE D. STONEY
				LAURA A. SUGG
				RATIFY:	I	YES	FOR	FOR
				ERNST & YOUNG LLP AS AUDITORS FOR 2011
				VOTE:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				VOTE	I	1 YEAR	FOR	1 YEAR
				ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
NORTHLAND POWER INC.	NPI.TO	666511100	5/26/2011	ELECT:	I	YES	FOR	FOR
				JAMES C. TEMERTY C.M.
				PIERRE R. GLOUTNEY
				JOHN N. TURNER, Q.C.
				MARIE BOUNTRIGIANNI
				V. PETER HARDER
				LINDA L. BERTOLDI
				SEAN DURFY
				FIX:	I	YES	FOR	FOR
				NUMBER OF DIRECTORS OF THE CORPORATION TO BE ELECTED AT THE MEETING AND EMPOWERING THE DIRECTORS THEREAFTER TO DETERMINE THE NUMBER BY RESOLUTION OF THE DIRECTORS
				REAPPOINT:	I	YES	FOR	FOR
				ERNST & YOUNG LLP AS AUDITORS OF THE CORPORATION
PENN VIRGINIA RESOURCE PARTNERS, L.P.	PVR	707884102	6/22/2011	ELECT:	I	YES	FOR	FOR
				EDWARD B. CLOUES, II
				JAMES L. GARDNER
				ROBERT J. HALL
				THOMAS W. HOFMANN
				JAMES R. MONTAGUE
				MARSHA R. PERELMAN
				WILLIAM H. SHEA, JR.
				JOHN C. VAN RODEN, JR.
				JONATHAN B. WELLER
				APPROVE:	I	YES	FOR	FOR
				BY ADVISORY (NON-BINDING) VOTE, EXECUTIVE COMPENSATION
				RECOMMEND:	I	1 YEAR	AGAINST	3 YEARS
				BY ADVISORY (NON-BINDING) VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
ALPHA NATURAL RESOURCES, INC.	ANR	02076X102	5/19/2011	ELECT:	I	YES	FOR	FOR
				MICHAEL J. QUILLEN
				WILLIAM J. CROWLEY, JR.
				KEVIN S. CRUTCHFIELD
				E. LINN DRAPER, JR.
				GLENN A. EISENBERG
				P. MICHAEL GIFTOS
				JOEL RICHARDS, III
				JAMES F. ROBERTS
				TED G. WOOD
				APPROVE:	I	YES	FOR	FOR
				ADVISORY VOTE ON EXECUTIVE COMPENSATION
				APPROVE:	I	3 YEAR	AGAINST	1 YEAR
				ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
				RATIFY:	I	YES	FOR	FOR
				KPMG LLP AS ALPHA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FY ENDING DECEMBER 31, 2011
				APPROVE:	S	YES	AGAINST	AGAINST
				STOCKHOLDER PROPOSAL REGARDING POLLUTION
MARKWEST ENERGY PARTNERS, L.P.	MWE	570759100	6/1/2011	ELECT:	I	YES	FOR	FOR
				FRANK M. SEMPLE
				DONALD D. WOLF
				KEITH E. BAILEY
				MICHAEL L. BEATTY
				CHARLES K. DEMPSTER
				DONALD C. HEPPERMANN
				WILLIAM A. KELLSTROM
				ANNE E. FOX MOUNSEY
				WILLIAM P. NICOLETTI
				APPROVE:	I	YES	FOR	FOR
				ON AN ADVISORY BASIS THE COMPENSATION OF THE PARTNERSHIP'S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PARTNERSHIP'S PROXY STATEMENT FOR THE 2011 ANNUAL MEETING OF COMMON UNITHOLDERS
				RECOMMEND:	I	3 YEARS	FOR	3 YEARS
				ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF THE PARTNERSHIP'S NAMED EXECUTIVE OFFICERS
				RATIFY:	I	YES	FOR	FOR
				DELOITTE & TOUCHE LLP AS THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FY ENDING DECEMBER 31, 2011
ALPHA NATURAL RESOURCES, INC.	ANR	02076X102	6/1/2011	APPROVE:	I	YES	FOR	FOR
				AMENDMENT TO ALPHA'S CERTIFICATE OF INCORPORATION AS DESCRIBED IN AND ATTACHED AS ANNEX B TO THE JOINT PROXY STATEMENT/PROSPECTUS, PURSUANT TO WHICH ALPHA WILL BE AUTHORIZED TO ISSUE UP TO 400,000,000 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
				APPROVE:	I	YES	FOR	FOR
				ISSUANCE OF SHARES OF ALPHA COMMON STOCK, PAR VALUE $.01 PER SHARE, TO STOCKHOLDERS OF MASSEY ENERGY COMPANY PURSUANT TO THE MERGER AGREEMENT, DATED JANUARY 28, 2011, AMONG ALPHA, MOUNTAIN MERGER SUB, INC., AND MASSEY
				APPROVE:	I	YES	FOR	FOR
				ADJOURNMENTS OF THE ALPHA SPECIAL MEETING IF NECESSARY OR APPROPRIATE, INCLUDING TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ALPHA SPECIAL MEETING TO APPROVE ONE OR BOTH OF THE PROPOSALS DESCRIBED ABOVE
DHT HOLDINGS, INC.	DHT	Y2065G105	6/14/2011	ELECT:	I	YES	FOR	FOR
				EINAR MICHAEL STEIMLER
				ROBERT N. COWEN
				AMEND:	I	YES	FOR	FOR
				THE RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF DHT COMMON STOCK FROM 100,000,000 TO 125,000,000
				ESTABLISH:	I	YES	FOR	FOR
				THE 2011 INCENTIVE COMPENSATION PLAN (THE "PLAN") WITH 2,000,000 SHARES OF DHT COMMON STOCK AVAILABLE FOR AWARDS UNDER THE PLAN
				RATIFY:	I	YES	FOR	FOR
				APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FY ENDING DECEMBER 31, 2011
NAL ENERGY CORPORATION	NAE.TO	62875E101	5/25/2011	ELECT:	I	YES	FOR	FOR
				WILLIAM J. EEUWES
				DONALD R. INGRAM
				KELVIN B. JOHNSTON
				GORDON LACKENBAUER
				IRVINE J. KOOP
				BARRY D. STEWART
				ANDREW B. WISWELL
				APPOINT:	I	YES	FOR	FOR
				KPMG LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS OF THE CORPORATION TO FIX THEIR REMUNERATION
CRESCENT POINT ENERGY CORP.	CPG.TO	225908102	5/30/2011	FIX:	I	YES	FOR	FOR
				THE NUMBER OF DIRECTORS OF THE CORPORATION FOR THE ENSUING YEAR AT SEVEN (7)
				ELECT:	I	YES	FOR	FOR
				PETER BANNISTER
				PAUL COLBORNE
				KENNEY F. CUGNET
				D. HUGH GILLARD
				GERALD A. ROMANZIN
				SCOTT SAXBERG
				GREGORY G. TURNBULL
				APPOINT:	I	YES	FOR	FOR
				PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AND AUTHORIZE THE BOARD OF DIRECTORS OF THE CORPORATION TO FIX THEIR REMUNERATION AS SUCH
				PASS:	I	YES	FOR	FOR
				WITH OR WITHOUT VARIATION, A RESOLUTION TO APPROVE AMENDMENTS TO THE CORPORATION'S ARTICLES TO ALLOW FOR ANNUAL MEETING TO BE HELD AT ANY PLACE WITHIN ALBERTA OR OUTSIDE OF ALBERTA, THE FULL TEXT OF WHICH IS SET FORTH IN THE INFORMATION CIRCULAR
				PASS:	I	YES	FOR	FOR
				WITH OR WITHOUT VARIATION, A RESOLUTION TO APPROVE AMENDMENTS TO THE CORPORATION BY-LAWS TO MODERNIZE the by-laws by replacing the corporation's "long form" by-laws with "host form" by-laws, the full text of which is set forth in the accompanying information circular
MASSEY ENERGY COMPANY	MEE	576203106	6/1/2011	ADOPT:	I	YES	FOR	FOR
				THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 28, 2011 BETWEEN ALPHA NATURAL RESOURCES, INC., MOUNTAIN MERGER SUB, INCL, A WHOLLY OWNED SUBSIDIARY OF ALPHA NATURAL RESOURCES INC. AND MASSEY ENERGY COMPANY, PURSUANT TO WHICH MOUNTAIN MERGER SUB, INC. WILL MERGE WITH AND INTO MASSEY ENERGY COMPANY
				APPROVE:	I	YES	FOR	FOR
				ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT
PENN WEST PETROLEUM LTD.	PWT.CN	707887105	6/8/2011	APPOINT:	I	YES	FOR	FOR
				KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITOR OF PENN WEST FOR THE ENSUING YEAR
				ELECT:	I	YES	FOR	FOR
				JAMES E. ALLARD
				WILLAIM E. ANDREW
				GEORGE H., BROOKMAN
				JOHN A. BRUSSA
				DARYL GILBERT
				SHIRLEY A. MCCLELLAN
				MURRAY R. NUNNS
				FRANK POTTER
				JACK SCHANCK
				JAMES C. SMITH
WESTSHORE TERMINALS INVESTMENT CORPORATION	WTE-UN.TO	96145A101	6/14/2011	ELECT:	I	YES	FOR	FOR
				M. DALLAS H. ROSS
				MICHAEL KORENBERG
				GORDON GIBSON
				WILLIAM STINSON
				JIM G. GARDINER
				APPOINT:	I	YES	FOR	FOR
				KMPM LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION
OVERSEAS SHIPHOLDING GROUP, INC.	OSG	690368105	6/7/2011	ELECT:	I	YES	FOR	FOR
				MORTEN ARNTZEN
				OUDI RECANATI
				G. ALLEN ANDREAS III
				ALAN R. BATKIN
				THOMAS B., COLEMAN
				CHARLES A. FRIBOURG
				STANLEY KOMAROFF
				SOLOMON N. MERKIN
				JOEL I. PICKET
				ARIEL RECANATI
				THOMAS F. ROBARDS
				JEAN-PAUL VETTIER
				MICHAEL J. ZIMMERMAN
				RATIFY:	I	YES	FOR	FOR
				PRICEWATERCOOPERS, LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THEY YEAR 2011
				APPROVE:	I	YES	FOR	FOR
				AN ADVISORY VOTE OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS OF THE CORPORATION FOR 2010 AS DESCRIBED IN THE CORPORATION'S PROXY STATEMENT
				RECOMMEND:	I	3 YEAR	AGAINST	1 YEAR
				AN ADVISORY VOTE WHETHER THE PREFERRED FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE CORPORATION'S PROXY STATEMENT SHOULD BE EVERY 1,2 OR 3 YEARS
TEEKAY TANKERS LTD.	TNK	Y8565N102	6/10/2011	ELECT:	I	YES	FOR	FOR
				C. SEAN DAY
				BJORN MOLLER
				PETER EVENSEN
				RICHARD T. DU MOULIN
				RICHARD J.F. BRONKS
				WILLIAM LAWES
SAFE BULKERS, INC.	SB	Y7388L103	6/27/2011	ELECT:	I	YES	FOR	FOR
				K. ADAMOPOULOS
				FRANK SICA
				RATIFY:	I	YES	FOR	FOR
				APPOINTMENT OF DELOITTE,  HADJIPAVLOU, SOFIANOS & CAMBANIS S.A. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YE DECEMBER 31, 2011
COPANO ENERGY, L.L.C.	CPNO	217202100	5/18/2011	ELECT:	I	YES	FOR	FOR
				JAMES G. CRUMP
				ERNIE L. DANNER
				SCOTT A. GRIFFITHS
				MICHAEL L. JOHNSON
				MICHAEL G. MACDOUGALL
				R. BRUCE NORTHCUTT
				T. WILLIAM PORTER
				WILLIAM L. THACKER
				RATIFY:	I	YES	FOR	FOR
				DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011
				APPROVE:	I	YES	FOR	FOR
				AMENDMENT TO THE COMPANY'S LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF COMMON UNITS FROM 5,000,000 TO 6,200,000
				APPROVE:	I	YES	FOR	FOR
				AMENDMENT TO THE COMPANY'S LONG-TERM INCENTIVE PLAN TO EXTEND THE TERM OF THE PLAN FROM NOVEMBER 15, 2014 TO NOVEMBER 15, 2019
				VOTE:	I	YES	FOR	FOR
				ON THE COMPENSATION PHILOSOPHY, POLICIES AND PROCEDURES AND THE EXECUTIVE COMPENSATION DISCLOSED IN THIS PROXY STATEMENT.
				VOTE:	I	3 YEAR	AGAINST	1 YEAR
				ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION