Kayne Anderson Energy Total Return Fund NPX 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

717 Texas Avenue, Suite 3100

Houston, Texas 77002

(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, 2011 - June 30, 2012

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 20, 2012	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
Kayne Anderson Energy Total Return Fund, Inc.
7/1/2011 - 6/30/2012

Issuer

Symbol

CUSIP

Meeting Date

Matter:

Proposed by

(I)ssuer or

(S)hrhldr

Vote Cast?

How

Voted

For/

Against Mgmt

CRUDE CARRIERS CORPORATION

CRU

Y1820X106

9/20/2011

ADOPT:

YES

FOR

THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 5, 2011, BY AND AMONG CAPITAL PRODUCT PARTNERS L.P., CAPITAL GP L.L.C., POSEIDON PROJECT CORP. ("CRUDE"), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

APPROVE:

YES

FOR

ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT AND APPROVE THE PROPOSED MERGER.

KNIGHTSBRIDGE TANKERS LTD.

VLCCF

G5299G106

9/23/2011

ELECT:

YES

FOR

OLA LORENTZON

DOUGLAS C. WOLCOTT

DAVID M. WHITE

HANS PETER AAS

HERMAN BILLUNG

RE-APPOINT AND AUTHORIZE:

YES

FOR

PRICEWATERHOUSECOOPERS AS THE COMPANY'S INDEPENDENT AUDITORS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE THEIR REMUNERATION.

APPROVE:

YES

FOR

THE INCREASE OF THE COMPANY'S AUTHORISED SHARE CAPITAL FROM US$350,000.00 DIVIDED INTO 35,000,000 COMMON SHARES OF US$0.01 PAR VALUE EACH (OF WHICH 24,425,699 ARE IN ISSUE) TO US$500,000.00 DIVIDED INTO 50,000,000 COMMON SHARES OF US$0.01 PAR VALUE EACH BY THE CREATION OF 15,000,000 COMMON SHARES OF US$0.01 PAR VALUE EACH.

APPROVE:

YES

FOR

THE REMUNERATION OF THE COMPANY'S BOARD OF DIRECTORS OF A TOTAL AMOUNT OF FEES NOT TO EXCEED US$500,000.00 FOR THE YEAR ENDED DECEMBER 31, 2011.

CAPITAL PRODUCTS PARTNERS L.P.

CPLP

Y11082107

11/15/2011

ELECT:

YES

FOR

CLASS I DIRECTOR TO SERVE UNTIL THE 2014 ANNUAL MEETING OF LIMITED PARTNERS: P. DE DEMANDOLX-DEDONS.

NAVIOS MARITIME PARTNERS L.P.

NMM

Y62267102

11/22/2011

ELECT:

YES

FOR

CLASS III DIRECTOR TO SERVE UNTIL THE 2014 ANNUAL MEETING OF LIMITED PARTNERS: SERAFEIM KRIEMPARDIS.

RATIFY:

YES

FOR

THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTS FOR THE FISCAL YEAR.

REGENCY ENERGY PARTNERS LP

RGP

75885Y107

12/16/2011

APPROVE:

YES

FOR

THE TERMS OF THE REGENECY ENERGY PARTNERS LP 2011 LONG-TERM INCENTIVE PLAN, WHICH PROVIDES FOR AWARDS OF OPTIONS TO PURCHASE THE PARTNERSHIP'S COMMON UNITS, AWARDS OF THE PARTNERSHIP'S RESTRICTED UNITS, AWARDS OF THE PARTNERSHIP'S PHANTOM UNITS, AWARDS OF THE PARTNERSHIP'S COMMON UNITS, AWARDS OF DISTRIBUTION EQUIVALENT RIGHTS (OR DERS), AWARDS OF COMMON UNIT APPRECIATION RIGHTS, AND OTHER UNIT-BASED AWARDS TO EMPLOYEES AND CONSULTANTS OF THE PARTNERSHIP, REGENCY GP LP, REGENCY GP LLC, A SUBSIDIARY OF THEIR AFFILIATES, AND MEMBERS OF THE BOARD OF DIRECTORS OF REGENCY GP LLC.

EL PASO CORPORATION

28336L109

3/9/2012

ADOPT:

YES

FOR

AGREEMENT AND PLAN OF MERGER, BY AND AMONG EL PASO CORPORATION ("EL PASO"), SIRIUS HOLDINGS MERGER CORPORATION, SIRIUS MERGER CORPORATION, KINDER MORGAN, INC., SHERPA MERGER SUB, INC. AND SHERPA ACQUISITION, LLC (MERGER AGREEMENT) AND AGREEMENT & PLAN OF MERGER BY AND AMONG EL PASO, SIRIUS HOLDINGS MERGER CORPORATION & SIRIUS MERGER CORPORATION (FIRST MERGER AGREEMENT).

APPROVE:

YES

FOR

ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AND THE FIRST MERGER AGREEMENT.

APPROVE:

YES

FOR

ON AN ADVISORY (NON- BINDING) BASIS THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO EL PASO'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE PROPOSED TRANSACTIONS.

PEMBINA PIPELINE CORPORATION

PBA

706327103

3/27/2012

APPROVE:

YES

FOR

THE ISSUANCE OF UP TO 129,293,805 COMMON SHARES OF THE CORPORATION, PLUS SUCH NUMBER OF ADDITIONAL COMMON SHARES OF THE CORPORATION REQUIRED TO BE ISSUED TO ACCOUNT FOR THE ROUNDING OF FRACTIONAL SHARES, PURSUANT TO A PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPROATIONS ACT (ALBERTA) INVOLVING PROVIDENT ENERGY LTD. ("PROVIDENT"), HOLDERS OF COMMON SHARES OF PROVIDENT, THE CORPORATION AND PEMBINA ACQUISITION CO INC., A WHOLLY-OWNED SUBSIDIARY OF THE CORPORATION.

CONSIDER AND VOTE:

YES

FOR

A SPECIAL RESOLUTION APPROVING AN AMENDMENT TO THE CORPORATION'S ARTICLES TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS OF THE CORPORATION FROM 9 TO 11, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING INFORMATION CIRCULAR.

PROVIDENT ENERGY LTD.

PVX

74386V100

3/27/2012

APPROVE:

YES

FOR

A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING JOINT MANAGEMENT INFORMATION CIRCULAR AND PROXY

STATEMENT DATED FEBRUARY 17, 2012 OF PROVIDENT ENERGY LTD. ("PROVIDENT") AND PEMBINA PIPELINE CORPORATION ("PEMBINA") (THE "CIRCULAR"), TO APPROVE A PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) INVOLVING PROVIDENT, PROVIDENT SHAREHOLDERS, PEMBINA AND PEMBINA ACQUISITIONCO INC., A WHOLLY-OWNED SUBSIDIARY OF PEMBINA, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR.

KIRBY CORPORATION

KEX

497266106

4/24/2012

ELECT:

DIRECTOR: BOB G. GOWER

YES

FOR

DIRECTOR: MONTE J. MILLER

YES

FOR

DIRECTOR: JOSEPH H. PYNE

YES

FOR

APPROVE:

YES

FOR

AMENDMENTS TO KIRBY'S 2005 STOCK AND INCENTIVE PLAN.

APPROVE:

YES

FOR

AN AMENDMENT TO KIRBY'S 2000 NONEMPLOYEE DIRECTOR STOCK PLAN.

RATIFY:

YES

FOR

THE SELECTION OF KPMG LLP AS KIRBY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

VOTE:

YES

FOR

ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF KIRBY'S NAMED EXECUTIVE OFFICERS.

CENTERPOINT ENERGY, INC.

CNP

15189T107

4/26/2012

ELECT:

DIRECTOR: DONALD R. CAMPBELL

YES

FOR

DIRECTOR: MILTON CARROLL

YES

FOR

DIRECTOR: O. HOLCOMBE CROSSWELL

YES

FOR

DIRECTOR: MICHAEL P. JOHNSON

YES

FOR

DIRECTOR: JANIECE M. LONGORIA

YES

FOR

DIRECTOR: DAVID M. MCCLANAHAN

YES

FOR

DIRECTOR: SUSAN O. RHENEY

YES

FOR

DIRECTOR: R.A. WALKER

YES

FOR

DIRECTOR: PETER S. WAREING

YES

FOR

DIRECTOR: SHERMAN M. WOLFF

YES

FOR

RATIFY:

YES

FOR

THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2012.

��

APPROVE:

YES

FOR

THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

SPECTRA ENERGY CORP.

847560109

5/1/2012

ELECT:

YES

FOR

WILLIAM T. ESREY

GREGORY L. EBEL

AUSTIN A. ADAMS

JOSEPH ALVARADO

PAMELA L. CARTER

F. ANTHONY COMPER

PETER B. HAMILTON

DENNIS R. HENDRIX

MICHAEL MCSHANE

JOSEPH H. NETHERLAND

MICHAEL E.J. PHELPS

RATIFY:

YES

FOR

THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS SPECTRA ENERGY CORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012.

VOTE:

YES

FOR

AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

PEABODY ENERGY CORPORATION

BTU

704549104

5/1/2012

ELECT:

YES

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:

YES

FOR

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

APPROVE:

YES

FOR

ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

APPROVE:

YES

AGAINST

FOR

SHAREHOLDER PROPOSAL REQUESTING PREPARATION OF A REPORT ON LOBBYING ACTIVITIES.

CONSOL ENERGY INC.

CNX

20854P109

5/1/2012

ELECT:

YES

FOR

J. BRETT HARVEY

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

APPROVE:

YES

FOR

THE AMENDED AND RESTATED CONSOL ENERGY INC. EQUITY INCENTIVE PLAN.

RATIFY:

YES

FOR

THE ANTICIPATED SELECTION OF INDEPENDENT AUDITOR: ERNST & YOUNG LLP.

APPROVE:

YES

FOR

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

PENGROWTH ENERGY CORPORATION

PGH

70706P104

5/2/2012

APPROVE:

YES

FOR

APPOINTMENT OF KPMG LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.

ELECT:

YES

FOR

DEREK W. EVANS

JOHN B. ZAOZIRNY

THOMAS A. CUMMING

WAYNE K. FOO

JAMES D. MCFARLAND

MICHAEL S. PARRETT

A. TERENCE POOLE

D. MICHAEL G. STEWART

SUNOCO, INC.

SUN

86764P109

5/3/2012

ELECT:

YES

FOR

I.C. BRITT

C.C. CASCIATO

W.H. EASTER, III

G.W. EDWARDS

U.O. FAIRBAIRN

J.P. JONES, III

J.G. KAISER

B.P. MACDONALD

J.K. WULFF

RATIFY:

YES

FOR

THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2012.

VOTE:

YES

FOR

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

APPROVE:

YES

AGAINST

FOR

SHAREHOLDER PROPOSAL REGARDING EQUITY AWARDS, IF SUCH PROPOSAL IS PROPERLY PRESENTED AT THE MEETING.

KEYERA CORP.

KEY

493271100

5/8/2012

ELECT:

YES

FOR

JAMES V. BERTRAM

ROBERT B. CATELL

MICHAEL B.C. DAVIES

NANCY M. LAIRD

HON E. PETER LOUGHEED

DONALD J. NELSON

H. NEIL NICHOLS

WILLIAM R. STEDMAN

APPOINT:

YES

FOR

DELOITTE & TOUCHE LLP AS AUDITORS OF KEYERA CORP. FOR A TERM EXPIRING AT THE CLOSE OF THE NEXT ANNUAL MEETING OF SHAREHOLDERS.

KINDER MORGAN, INC.

KMI

49456B101

5/9/2012

ELECT:

YES

FOR

RICHARD D. KINDER

C. PARK SHAPER

STEVEN J. KEAN

HENRY CORNELL

DEBORAH A. MACDONALD

MICHAEL MILLER

MICHAEL C. MORGAN

KENNETH A. PONTARELLI

FAYEZ SAROFIM

JOEL V. STAFF

JOHN STOKES

R. BARAN TEKKORA

GLENN A. YOUNGKIN

RATIFY:

YES

FOR

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

APPROVE:

YES

FOR

ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

APPROVE:

YES

1 YEAR

AGAINST

THE FREQUENCY WITH WHICH WE WILL HOLD AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

SUNCOKE ENERGY, INC.

SXC

86722A103

5/10/2012

ELECT:

YES

FOR

FREDERICK A. HENDERSON

ALVIN BLEDSOE

VOTE:

YES

FOR

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

APPROVE:

YES

1 YEAR

FOR

PROPOSAL TO RECOMMEND THE FREQUENCY OF ADVISORY STOCKHOLDER VOTES TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.

RATIFY:

YES

FOR

THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

ENERPLUS CORPORATION

ERF

292766102

5/11/2012

ELECT:

YES

FOR

EDWIN V. DODGE

ROBERT B. HODGINS

GORDON J. KERR

DOUGLAS R. MARTIN

DAVID P. O'BRIEN

ELLIOTT PEW

GLEN D. ROANE

W.C. (MIKE) SETH

DAVID H. BARR

SUSAN M. MACKENZIE

APPROINT:

YES

FOR

DELOITTE & TOUCHE LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION.

APPROVE:

YES

FOR

AN AMENDMENT TO THE CORPORATION'S ARTICLES TO CHANGE THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS IN RESPECT OF THE COMMON SHARES OF THE CORPORATION ("COMMON SHARES"), INCLUDING CHANGES TO SET FORTH THE TERMS AND CONDITIONS PURSUANT TO WHICH THE CORPORATION MAY ISSUE COMMON SHARES AS PAYMENT OF STOCK DIVIDENDS DECLARED ON THE COMMON SHARES.

THE WILLIAMS COMPANIES, INC.

WMB

969457100

5/17/2012

ELECT:

DIRECTOR: ALAN S. ARMSTRONG

YES

FOR

DIRECTOR: JOSEPH R. CLEVELAND

YES

FOR

DIRECTOR: IRL F. ENGELHARDT

YES

FOR

DIRECTOR: JOHN A. HAGG

YES

FOR

DIRECTOR: JUANITA H. HINSHAW

YES

FOR

DIRECTOR: FRANK T. MACINNIS

YES

FOR

DIRECTOR: STEVEN W. NANCE

YES

FOR

DIRECTOR: MURRAY D. SMITH

YES

FOR

DIRECTOR: JANICE D. STONEY

YES

FOR

DIRECTOR: LAURA A. SUGG

YES

FOR

RATIFY:

YES

FOR

ERNST & YOUNG LLP AS AUDITORS FOR 2012.

APPROVE:

YES

FOR

BY NONBINDING ADVISORY VOTE, THE COMPANY'S EXECUTIVE COMPENSATION.

PEMBINA PIPELINE CORPORATION

PBA

706327103

5/22/2012

FIX:

YES

FOR

THE NUMBER OF DIRECTORS OF THE CORPORATION TO BE ELECTED AT THE MEETING AT NINE (9).

ELECT:

YES

FOR

THOMAS W. BUCHANAN

RANDALL J. FINDLAY

ROBERT B. MICHALESKI

LESLIE A. O'DONOGHUE

GRANT D. BILLING

ALLAN L. EDGEWORTH

DAVID M.B. LEGRESLEY

LORNE B. GORDON

JEFFREY T. SMITH

APPOINT:

YES

FOR

KPMG LLP, CHARTERED ACCOUNTANTS, AS THE AUDITORS OF THE CORPORATION FOR THE ENSUING FINANCIAL YEAR AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS.

NAL ENERGY CORPORATION

NAE

62875E101

5/23/2012

ELECT:

YES

FOR

WILLIAM J. EEUWES

DONALD R. INGRAM

KELVIN B. JOHNSTON

IRVINE J. KOOP

GORDON S. LACKENBAUER

BARRY D. STEWART

ANDREW B. WISWELL

APPOINT AND AUTHORIZE:

YES

FOR

KPMG LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS OF THE CORPORATION TO FIX THEIR REMUNERATION.

APPROVE:

YES

FOR

A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX "A" TO THE ACCOMPANYING JOINT MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT OF THE CORPORATION AND PENGROWTH ENERGY CORPORATION ("PENGROWTH") DATED APRIL 20, 2012 (THE "CIRCULAR"), TO APPROVE A PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) INVOLVING THE CORPORATION, THE SHAREHOLDERS AND PENGROWTH (THE "ARRANGEMENT"), ALL AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING CIRCULAR.

ONEOK, INC.

OKE

682680103

5/23/2012

ELECT:

DIRECTOR: JAMES C. DAY

YES

FOR

DIRECTOR: JULIE H. EDWARDS

YES

FOR

DIRECTOR: WILLIAM L. FORD

YES

FOR

DIRECTOR: JOHN W. GIBSON

YES

FOR

DIRECTOR: BERT H. MACKIE

YES

FOR

DIRECTOR: STEVEN J. MALCOLM

YES

FOR

DIRECTOR: JIM W. MOGG

YES

FOR

DIRECTOR: PATTYE L. MOORE

YES

FOR

DIRECTOR: GARY D. PARKER

YES

FOR

DIRECTOR: EDUARDO A. RODRIGUEZ

YES

FOR

DIRECTOR: GERALD B. SMITH

YES

FOR

DIRECTOR: DAVID J. TIPPECONNIC

YES

FOR

RATIFY:

YES

FOR

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC. FOR THE YEAR ENDING DECEMBER 31, 2012.

VOTE:

YES

FOR

A PROPOSAL TO APPROVE ADDITIONAL SHARES FOR ISSUANCE UNDER THE ONEOK, INC. EMPLOYEE STOCK AWARD PROGRAM.

APPROVE:

YES

FOR

A PROPOSAL TO AMEND AND RESTATE THE ONEOK, INC. EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE

UNDER THE PLAN.

APPROVE:

YES

FOR

A PROPOSAL TO AMEND THE ONEOK, INC. CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

VOTE:

YES

FOR

ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.

PENGROWTH ENERGY CORPORATION

PGH

70706P104

5/23/2012

APPROVE:

YES

FOR

WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN THE JOINT MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT OF THE CORPORATION AND NAL ENERGY CORPORATION ("NAL") DATED APRIL 20, 2012, TO APPROVE THE ISSUANCE OF UP TO 163,964,889 COMMON SHARES PURSUANT TO A PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) INVOLVING THE CORPORATION, NAL AND THE HOLDERS OF COMMON SHARES OF NAL. PLEASE REFER TO THE VOTING INSTRUCTION FORM FOR A FULL DESCRIPTION OF THIS RESOLUTION.

ELECT:

YES

FOR

KELVIN B. JOHNSTON

BARRY D. STEWART

TARGA RESOURCES CORP.

TRGP

87612G101

5/25/2012

ELECT:

YES

FOR

IN SEON HWANG

JOE BOB PERKINS

ERSHEL C. REDD, JR.

RATIFY:

YES

FOR

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2012.

MARKWEST ENERGY PARTNERS, L.P.

MWE

570759100

6/1/2012

ELECT:

YES

FOR

FRANK M. SEMPLE

DONALD D. WOLF

KEITH E. BAILEY

MICHAEL L. BEATTY

CHARLES K. DEMPSTER

DONALD C. HEPPERMANN

RANDALL J. LARSON

ANNE E. FOX MOUNSEY

WILLIAM P. NICOLETTI

APPROVE:

YES

FOR

AN AMENDMENT TO THE PARTNERSHIP'S 2008 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF COMMON UNITS AVAILABLE FOR ISSUANCE UNDER THE PLAN FROM 2.5 MILLION TO 3.7 MILLION.

RATIFY:

YES

FOR

DELOITTE & TOUCHE LLP AS THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

BUCKEYE PARTNERS, L.P.

BPL

118230101

6/5/2012

ELECT:

YES

FOR

PIETER BAKKER

C. SCOTT HOBBS

MARK C. MCKINLEY

RATIFY:

YES

FOR

THE SELECTION OF DELOITTE & TOUCHE LLP AS BUCKEYE PARTNERS, L.P.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2012.

PENN VIRGINIA RESOURCE PARTNERS, L.P.

PVR

707884102

6/6/2012

ELECT:

YES

FOR

JAMES L. GARDNER

THOMAS W. HOFMANN

WILLIAM H. SHEA, JR.

VOTE:

YES

FOR

ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION.

RATIFY:

YES

FOR

THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2012 FISCAL YEAR.

SAFE BULKERS, INC.

Y7388L103

6/6/2012

ELECT:

POLYS HAJIOANNOU

IOANNIS FOTEINOS

OLE WIKBORG

RATIFY:

THE APPOINTMENT OF DELOITTE, HADJIPAVLOU, SOFIANOS & CAMBANIS S.A. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2012.

BREITBURN ENERGY PARTNERS L.P.

BBEP

106776107

6/21/2012

ELECT:

YES

FOR

JOHN R. BUTLER, JR.

GREGORY J. MORONEY

RATIFY:

YES

FOR

THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012.

GLOBAL PARTNERS LP

GLP

37946R109

6/22/2012

APPROVE:

YES

FOR

AN AMENDMENT AND RESTATEMENT OF THE GLOBAL PARTNERS LP LONG-TERM INCENTIVE PLAN (AS IT HAS BEEN AMENDED FROM TIME TO TIME, THE "LTIP"), WHICH, AMONG OTHER THINGS, PROVIDES FOR AN INCREASE IN THE MAXIMUM NUMBER OF COMMON UNITS RESERVED AND AVAILABLE FOR DELIVERY WITH RESPECT TO AWARDS UNDER THE LTIP TO 4,300,000 COMMON UNITS (THE "LTIP PROPOSAL").

APPROVE:

YES

FOR

THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE LTIP PROPOSAL.

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