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, 2012 - June 30, 2013

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 6, 2013	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.
7/1/2012 - 6/30/2013

Issuer

Symbol

CUSIP

Meeting Date

Matter:

Proposed by

(I)ssuer or

(S)hrhldr

Vote Cast?

How Voted

For/Against Mgmt

CAPITAL PRODUCTS PARTNERS L.P.

CPLP

Y11082107

7/23/2012

ELECT:

YES

FOR

DIRECTOR: ABEL RASTERHOFF

DIRECTOR: D.P. CHRISTACOPOULOS

SEADRILL LIMITED

SDRL

G7954E1057

9/21/2012

TO RE-ELECT AS DIRECTOR:

YES

FOR

JOHN FREDRIKSEN

TOR OLAV TROIM

KATE BLANKENSHIP

KATHRINE FREDRIKSEN

CARL ERIK STEEN

RE-APPOINT AND AUTHORIZE:

YES

FOR

PRICEWATERHOUSECOOPERS, AS OF OLSO, NORWAY AS AUDITORS AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION.

APPROVE:

YES

FOR

THE REMUNERATION OF THE COMPANY'S BOARD OF DIRECTORS OF A TOTAL AMOUNT OF FEES NOT TO EXCEED US$800,000 FOR THE YEAR ENDED DECEMBER 31, 2012.

GOLAR LNG PARTNERS LP

GMLP

Y2745C102

9/21/2012

TO ELECT:

YES

FOR

BART VELDHUIZEN AS A CLASS I DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2013 ANNUAL MEETING.

TO ELECT:

YES

FOR

CARL ERIK STEEN AS A CLASS II DIRECTOR OF THE PARNTERSHIP WHOSE TERM WILL EXPIRE AT THE 2014 ANNUAL MEETING.

TO ELECT:

YES

FOR

HANS PETTER AAS AS A CLASS III DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2015 ANNUAL MEETING.

TO ELECT:

YES

FOR

PAUL LEAND JR, AS A CLASS III DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2015 ANNUAL MEETING.

NAVIOS MARITIME PARTNERS L.P.

NMM

Y62267102

12/6/2012

TO ELECT:

YES

FOR

DIRECTOR: JOHN KARAKADAS

DIRECTOR: RPBERT PIEROT

RATIFY:

YES

FOR

THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

GOLAR LNG PARTNERS LP

GMLP

Y2745C102

9/21/2012

TO ELECT:

YES

FOR

BART VELDHUIZEN AS A CLASS I DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2013 ANNUAL MEETING OF LIMITED PARTNERS.

TO ELECT:

YES

FOR

CARL ERIK STEEN AS A CLASS II DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2014 ANNUAL MEETING OF LIMITED PARTNERS.

TO ELECT:

YES

FOR

HANS PETTER AAS AS A CLASS III DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2015 ANNUAL MEETING OF LIMITED PARTNERS.

TO ELECT:

YES

FOR

PAUL LEAND JR., AS A CLASS III DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2015 ANNUAL MEETING OF LIMITED PARTNERS.

TO APPROVE:

YES

AGAINST

THE ADOPTION OF AN AMENDMENT TO SECTION 13.9 OF THE PARTNERSHIP'S FIRST AMENDED AND RESTATED AGREEMENT OF THE LIMITED PARTNERSHIP TO REDUCE THE QUORUM REQUIREMENT FOR MEETINGS OF THE LIMITED PARTNERS FROM A MAJORITY TO 33 1/3% OF THE OUTSTANDING UNITS OF THE PARTNERSHIP.

MAGELLAN MIDSTREAM PARTNERS LP

MMP

559080106

4/25/2013

TO ELECT AS DIRECTOR:

WALTER R. ARNHEIM

YES

FOR

PATRICK C. EILERS

YES

FOR

ADVISORY RESOLUTION:

YES

FOR

TO APPROVE EXECUTIVE COMPENSATION.

RATIFY:

YES

FOR

APPOINTMENT OF INDEPENDENT AUDITOR.

CENTERPOINT ENERGY, INC.

CNP

15189T107

4/25/2013

ELECTION OF DIRECTOR:

MILTON CARROLL

N/A

FOR

MICHAEL P. JOHNSON

N/A

FOR

JANIECE M. LONGORIA

N/A

FOR

DAVID M. MCCLANAHAN

N/A

FOR

SUSAN O. RHENEY

N/A

FOR

R.A. WALKER

N/A

FOR

PETER S. WAREING

N/A

FOR

RATIFY:

N/A

FOR

THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2013.

APPROVE:

N/A

FOR

THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

PEABODY ENERGY CORPORATION

BTU

704549104

4/29/2013

DIRECTOR:

GREGORY H. BOYCE

YES

FOR

WILLIAM A. COLEY

YES

FOR

WILLIAM E. JAMES

YES

FOR

ROBERT B. KARN III

YES

FOR

HENRY E. LENTZ

YES

FOR

ROBERT A. MALONE

YES

FOR

WILLIAM C. RUSNACK

YES

FOR

JOHN F. TURNER

YES

FOR

SANDRA A. VAN TREASE

YES

FOR

ALAN H. WASHKOWITZ

YES

FOR

RATIFICATION:

YES

FOR

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

ADVISORY RESOLUTION:

YES

FOR

TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

APPROVAL:

YES

FOR

OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE 2008 MANAGEMENT ANNUAL INCENTIVE COMPENSATION PLAN.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

REGARDING LOBBYING ACTIVITIES.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

REGARDING AN INDEPENDENT BOARD CHAIR.

SPECTRA ENERGY CORP.

847560109

4/30/2013

ELECTION OF DIRECTOR:

WILLIAM T. ESREY

YES

FOR

GREGORY L. EBEL

YES

FOR

AUSTIN A. ADAMS

YES

FOR

JOSEPH ALVARADO

YES

FOR

PAMELA L. CARTER

YES

FOR

F. ANTHONY COMPER

YES

FOR

PETER B. HAMILTON

YES

FOR

DENNIS R. HENDRIX

YES

FOR

MICHAEL MCSHANE

YES

FOR

MICHAEL G. MORRIS

YES

FOR

MICHAEL E.J. PHELPS

YES

FOR

RATIFICATION:

YES

FOR

OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS SPECTRA ENERGY CORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

ADVISORY RESOLUTION:

YES

FOR

TO APPROVE EXECUTIVE COMPENSATION.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

CONCERNING DISCLOSURE OF POLITICAL CONTRIBUTIONS.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

CONCERNING FUGITIVE METHANE EMISSIONS REPORT.

BONAVISTA ENERGY CORPORATION

BNP

09784Y108

5/2/2013

DIRECTOR:

KEITH A. MACPHAIL

YES

FOR

RONALD J. POELZER

YES

FOR

IAN S. BROWN

YES

FOR

MICHAEL M. KANOVSKY

YES

FOR

HARRY L. KNUTSON

YES

FOR

MARGARET A. MCKENZIE

YES

FOR

JASON E. SKEHAR

YES

FOR

CHRISTOPHER P. SLUBICKI

YES

FOR

WALTER C. YEATES

YES

FOR

APPOINTMENT:

YES

FOR

OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF BONAVISTA ENERGY CORPORATION AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION AS SUCH.

RESOLUTION:

YES

FOR

THE FULL TEXT OF WHICH IS SET FORTH IN THE INFORMATION CIRCULAR, APPROVING THE 2013 INCENTIVE AWARD PLAN OF BONAVISTA ENERGY CORPORATION.

RESOLUTION:

YES

FOR

THE FULL TEXT OF WHICH IS SET FORTH IN THE INFORMATION CIRCULAR, APPROVING CERTAIN AMENDMENTS TO THE STOCK OPTION PLAN OF BONAVISTA ENERGY CORPORATION, INCLUDING THE CONVERSION OF THE STOCK OPTION PLAN FROM A ROLLING PLAN TO A FIXED PLAN, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.

TESORO CORPORATION

TSO

881609101

5/1/2013

ELECTION OF DIRECTOR:

RODNEY F. CHASE

YES

FOR

GREGORY J. GOFF

YES

FOR

ROBERT W. GOLDMAN

YES

FOR

STEVEN H. GRAPSTEIN

YES

FOR

DAVID LILLEY

YES

FOR

MARY PAT MCCARTHY

YES

FOR

J.W. NOKES

YES

FOR

SUSAN TOMASKY

YES

FOR

MICHAEL E. WILEY

YES

FOR

PATRICK Y. YANG

YES

FOR

ADVISORY VOTE:

YES

FOR

TO APPROVE EXECUTIVE COMPENSATION.

APPROVE:

YES

FOR

THE TESORO CORPORATION AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLAN.

RATIFY:

YES

FOR

THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

KEYERA CORP.

KEY

493271100

5/7/2013

APPOINTMENT:

YES

FOR

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

DIRECTOR:

JAMES V. BERTRAM

YES

FOR

ROBERT B. CATELL

YES

FOR

MICHAEL B.C. DAVIES

YES

FOR

DOUGLAS J. HAUGHEY

YES

FOR

NANCY M. LAIRD

YES

FOR

DONALD J. NELSON

YES

FOR

H. NEIL NICHOLS

YES

FOR

MICHAEL J. NORRIS

YES

FOR

WILLIAM R. STEDMAN

YES

FOR

RESOLUTION:

YES

FOR

THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE B TO THE INFORMATION CIRCULAR PUBLISHED BY KEYERA IN CONNECTION WITH THE MEETING, TO RATIFY, CONFIRM, AND APPROVE THE ADVANCE NOTICE BYLAW, AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR UNDER THE HEADING "MATTERS TO BE ACTED UPON AT THE MEETING" AND IN SCHEDULE B.

RESOLUTION:

YES

FOR

THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE C TO THE CIRCULAR, TO APPROVE AMENDMENTS TO THE ARTICLES OF KEYERA ON SUBSTANTIALLY THE TERMS SET OUT IN SCHEDULE C TO THE CIRCULAR, INCLUDING THE CREATION OF A LIMITED NUMBER OF PREFERRED SHARES WITHOUT NOMINAL OR PAR VALUE TO BE REFERRED TO AS THE "FIRST PREFERRED SHARES" AND A LIMITED NUMBER OF PREFERRED SHARES WITHOUT NOMINAL OR PAR VALUE TO BE REFERRED TO AS THE "SECOND PREFERRED SHARES", AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR UNDER THE HEADING "MATTERS TO BE ACTED UPON AT THE MEETING" AND IN SCHEDULE C.

OCCIDENTAL PETROLEUM CORPORATION

OXY

674599105

5/3/2013

ELECTION OF DIRECTOR:

SPENCER ABRAHAM

YES

FOR

HOWARD I. ATKINS

YES

FOR

STEPHEN I. CHAZEN

YES

FOR

EDWARD P. DJEREJIAN

YES

FOR

JOHN E. FEICK

YES

FOR

MARGARET M. FORAN

YES

FOR

CARLOS M. GUTIERREZ

YES

FOR

RAY R. IRANI

YES

FOR

AVEDICK B. POLADIAN

YES

FOR

AZIZ D. SYRIANI

YES

FOR

ADVISORY VOTE:

YES

FOR

APPROVING EXECUTIVE COMPENSATION.

RATIFICATION:

YES

FOR

OF SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS.

APPROVAL:

YES

AGAINST

FOR

OF STOCKHOLDER RIGHT TO ACT BY WRITTEN CONSENT.

ENBRIDGE INC.

ENB

29250N105

5/8/2013

DIRECTORS:

DAVID A. ARLEDGE

YES

FOR

JAMES J. BLANCHARD

YES

FOR

J. LORNE BRAITHWAITE

YES

FOR

J. HERB ENGLAND

YES

FOR

CHARLES W. FISCHER

YES

FOR

V.M. KEMPSTON DARKES

YES

FOR

DAVID A. LESLIE

YES

FOR

AL MONACO

YES

FOR

GEORGE K. PETTY

YES

FOR

CHARLES E. SHULTZ

YES

FOR

DAN C. TUTCHER

YES

FOR

CATHERINE L. WILLIAMS

YES

FOR

APPOINT:

YES

FOR

PRICEWATERHOUSECOOPERS LLP AS AUDITORS.

VOTE:

ON THE APPROACH TO EXECUTIVE COMPENSATION.

YES

FOR

KINDER MORGAN, INC.

KMI

49456B1017

5/7/2013

DIRECTOR:

RICHARD D. KINDER

YES

FOR

C. PARK SHAPER

YES

FOR

STEVEN J. KEAN

YES

FOR

ANTHONY W. HALL, JR.

YES

FOR

DEBORAH A. MACDONALD

YES

FOR

MICHAEL MILLER

YES

FOR

MICHAEL C. MORGAN

YES

FOR

FAYEZ SAROFIM

YES

FOR

JOEL V. STAFF

YES

FOR

JOHN STOKES

YES

FOR

ROBERT F. VAGT

YES

FOR

RATIFICATION:

YES

FOR

OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

CONSOL ENERGY INC.

CNX

20854P109

5/8/2013

DIRECTOR:

J. BRETT HARVEY

YES

FOR

PHILIP W. BAXTER

YES

FOR

JAMES E. ALTMEYER, SR.

YES

FOR

WILLIAM E. DAVIS

YES

FOR

RAJ K. GUPTA

YES

FOR

DAVID C. HARDESTY JR.

YES

FOR

JOHN T. MILLS

YES

FOR

WILLIAM P. POWELL

YES

FOR

JOSEPH T. WILLIAMS

YES

FOR

APPROVAL:

YES

FOR

OF THE AMENDED AND RESTATED CONSOL ENERGY INC. EXECUTIVE ANNUAL INCENTIVE PLAN.

RATIFICATION:

YES

FOR

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

APPROVAL:

YES

FOR

OF COMPENSATION PAID TO CONSOL ENERGY INC'S NAMED EXECUTIVES.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

REGARDING POLITICAL CONTRIBUTIONS.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

REGARDING A CLIMATE CHANGE REPORT.

ENERPLUS CORPORATION

ERF

292766102

5/10/2013

DIRECTOR:

DAVID H. BARR

YES

FOR

EDWIN V. DODGE

YES

FOR

JAMES B. FRASER

YES

FOR

ROBERT B. HODGINS

YES

FOR

GORDON J. KERR

YES

FOR

SUSAM M. MACKENZIE

YES

FOR

DOUGLAS R. MARTIN

YES

FOR

DONALD J. NELSON

YES

FOR

DAVID P. O'BRIEN

YES

FOR

ELLIOTT PEW

YES

FOR

GLEN D. ROANE

YES

FOR

SHELDON B. STEEVES

YES

FOR

APPOINT:

YES

FOR

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

RESOLUTION:

YES

FOR

THE TEXT OF WHICH IS SET FORTH IN THE INFORMATION CIRCULAR, TO APPROVE THE CONTINUATION AND AMENDMENT AND RESTATEMENT OF THE CORPORATION'S SHAREHOLDER RIGHTS PLAN.

PEMBINA PIPELINE CORPORATION

PBA

706327103

5/10/2013

DIRECTOR:

GRANT D. BILLING

YES

FOR

THOMAS W. BUCHANAN

YES

FOR

ALLAN L. EDGEWORTH

YES

FOR

RANDALL J. FINDLAY

YES

FOR

LORNE B. GORDON

YES

FOR

DAVID M.B. LEGRESLEY

YES

FOR

ROBERT B. MICHALESKI

YES

FOR

LESLIE A. O'DONOGHUE

YES

FOR

JEFFREY T. SMITH

YES

FOR

TO 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 MANAGEMENT.

TO ACCEPT:

YES

FOR

THE APPROACH TO EXECUTIVE COMPENSATION AS DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

RESOLUTION:

YES

FOR

APPROVING AND AUTHORIZING AN AMENDMENT TO THE ARTICLES TO CHANGE THE DESIGNATION AND TERMS OF THE CORPORATION'S EXISTING INTERNALLY HELD PREFERRED SHARES AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

RESOLUTION:

YES

FOR

APPROVING AND AUTHORIZING AN AMENDMENT TO THE ARTICLES TO CREATE A NEW CLASS OF PREFERRED SHARES DESIGNATED AS A "CLASS A PREFERRED SHARES" AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

RESOLUTION:

YES

FOR

APPROVING AND AUTHORIZING AN AMENDMENT TO THE ARTICLES TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS OF PEMBINA FROM 11 TO 13 AS MORE PARTICULARLY DESCRBED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

RESOLUTION:

YES

FOR

TO CONTINUE, AND AMEND AND RESTATE THE SHAREHOLDER RIGHTS PLAN AGREEMENT AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

PHILLIPS 66

PSX

718546104

5/8/2013

ELECTION OF DIRECTOR:

GREG C. GARLAND

YES

FOR

JOHN E. LOWE

YES

FOR

RATIFY:

YES

FOR

THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

APPROVE:

YES

FOR

ADOPTION OF THE 2013 OMNIBUS STOCK AND PERFORMANCE INCENTIVE PLAN.

ADVISORY VOTE:

YES

FOR

ON THE APPROVAL OF THE EXECUTIVE COMPENSATION PLAN.

ADVISORY VOTE:

ON THE FREQUENCY OF THE STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.

1 YEAR

YES

FOR

2 YEARS

3 YEARS

ABSTAIN

CROSSTEX ENERGY, L.P.

XTEX

22765U102

5/9/2013

APPROVE:

YES

FOR

THE AMENDED AND RESTATED CROSSTEX ENERGY GP, LLC LONG-TERM INCENTIVE PLAN (INCLUDING AN INCREASE IN THE NUMBER OF COMMON UNITS AVAILABLE FOR ISSUANCE THEREUNDER).

CONOCOPHILLIPS

COP

20825C104

5/14/2013

ELECTION OF DIRECTOR:

RICHARD L. ARMITAGE

YES

FOR

RICHARD H. AUCHINLECK

YES

FOR

JAMES E. COPELAND, JR.

YES

FOR

JODY L. FREEMAN

YES

FOR

GAY HUEY EVANS

YES

FOR

RYAN M. LANCE

YES

FOR

MOHD H. MARICAN

YES

FOR

ROBERT A. NIBLOCK

YES

FOR

HARALD J. NORVIK

YES

FOR

WILLIAM E. WADE, JR.

YES

FOR

RATIFY:

YES

FOR

THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

ADVISORY APPROVAL:

YES

FOR

OF EXECUTIVE COMPENSATION.

REPORT:

YES

AGAINST

FOR

ON GRASSROOTS LOBBYING EXPENDITURES.

VOTE:

YES

AGAINST

FOR

GREENHOUSE GAS REDUCTION TARGETS.

VOTE:

YES

AGAINST

FOR

GENDER IDENTITY NON-DISCRIMINATION.

NISOURCE INC.

65473P105

5/14/2013

ELECTION OF DIRECTOR:

RICHARD A. ABDOO

YES

FOR

ARISTIDES S. CANDRIS

YES

FOR

SIGMUND L. CORNELIUS

YES

FOR

MICHAEL E. JESANIS

YES

FOR

MARTY R. KITTRELL

YES

FOR

W. LEE NUTTER

YES

FOR

DEBORAH S. PARKER

YES

FOR

ROBERT C. SKAGGS, JR.

YES

FOR

TERESA A. TAYLOR

YES

FOR

RICHARD L. THOMPSON

YES

FOR

CAROLYN Y. WOO

YES

FOR

RATIFY:

YES

FOR

THE APPOINTMENT OF DELOITTE & TOUCH LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

CONSIDER:

YES

FOR

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.

CONSIDER:

YES

AGAINST

FOR

A STOCKHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT.

CONSIDER:

YES

AGAINST

FOR

A STOCKHOLDER PROPOSAL REGARDING A POLICY TO END BENCHMARKING CEO COMPENSATION.

HOLLYFRONTIER CORPORATION

HFC

436106108

5/15/2013

ELECTION OF DIRECTOR:

DOUGLAS Y. BECH

YES

FOR

BUFORD P. BERRY

YES

FOR

LELDON E. ECHOLS

YES

FOR

R. KEVIN HARDAGE

YES

FOR

MICHAEL C. JENNINGS

YES

FOR

ROBERT J. KOSTELNIK

YES

FOR

JAMES H. LEE

YES

FOR

ROBERT G. MCKENZIE

YES

FOR

FRANKLIN MYERS

YES

FOR

MICHAEL ROSE

YES

FOR

TOMMY VALENTA

YES

FOR

ADVISORY VOTE:

YES

FOR

TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

RATIFY:

YES

FOR

THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.

OGE ENERGY CORP.

OGE

670837103

5/16/2013

DIRECTOR:

JAMES H. BRANDI

YES

FOR

WAYNE H. BRUNETTI

YES

FOR

LUKE R. CORBETT

YES

FOR

PETER B. DELANEY

YES

FOR

JOHN D. GROENDYKE

YES

FOR

KIRK HUMPHREYS

YES

FOR

ROBERT KELLEY

YES

FOR

ROBERT O. LORENZ

YES

FOR

JUDY R. MCREYNOLDS

YES

FOR

LEROY C. RICHIE

YES

FOR

RATIFY:

YES

FOR

THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT ACCOUNTANTS FOR 2013.

ADVISORY VOTE:

YES

FOR

TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

AMENDMENT:

YES

FOR

OF RESTATED CERTIFICATION OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS.

APPROVAL:

YES

FOR

OF THE OGE ENERGY CORP. 2013 STOCK INCENTIVE PLAN.

APPROVAL:

YES

FOR

OF THE OGE ENERGY CORP. 2013 ANNUAL INCENTIVE COMPENSATION PLAN.

AMENDMENT:

YES

FOR

OF THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 225,000,000 TO 450,000,000.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

REGARDING REINCORPORATION IN DELAWARE.

THE WILLIAMS COMPANIES, INC.

WMB

969457100

5/16/2013

ELECTION OF DIRECTOR:

YES

FOR

ALAN S. ARMSTRONG

YES

FOR

JOSEPH R. CLEVELAND

YES

FOR

KATHLEEN B. COOPER

YES

FOR

JOHN A. HAGG

YES

FOR

JUANITA H. HINSHAW

YES

FOR

RALPH IZZO

YES

FOR

FRANK T. MACINNIS

YES

FOR

STEVEN W. NANCE

YES

FOR

MURRAY D. SMITH

YES

FOR

JANICE D. STONEY

YES

FOR

LAURA A. SUGG

YES

FOR

RATIFY:

YES

FOR

ERNST & YOUNG LLP AS AUDITORS FOR 2013.

APPROVAL:

YES

FOR

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

TRANSOCEAN LTD

RIG

H8817H100

5/17/2013

APPROVAL:

YES

FOR

OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012.

APPROPRIATION:

YES

FOR

OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012.

APPROVAL:

YES

FOR

OF THE COMPANY'S PAYMENT OF A DIVIDEND IN PRINCIPLE.

COMPANY DISTRIBUTION PROPOSAL:

IN AN AMOUNT OF USD 2.24 PER SHARE.

ICAHN GROUP DISTRIBUTION PROPOSAL:

YES

AGAINST

FOR

IN AN AMOUNT OF 4.00 PER SHARE.

READOPTION:

YES

FOR

AGAINST

OF AUTHORIZED SHARE CAPITAL ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY.

REPEAL:

YES

FOR

AGAINST

OF STAGGERED BOARD.

DIRECTOR:

FREDERICO F. CURADO

YES

FOR

AGAINST

STEVEN L. NEWMAN

YES

FOR

AGAINST

THOMAS W. CASON

YES

AGAINST

ROBERT M. SPRAGUE

YES

AGAINST

J. MICHAEL TALBERT

YES

AGAINST

JOHN J. LIPINSKI

YES

FOR

AGAINST

JOSE MARIA ALAPONT

YES

FOR

AGAINST

SAMUEL MERKSAMER

YES

FOR

AGAINST

APPOINTMENT:

YES

FOR

OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER ONE-YEAR TERM.

ADVISORY VOTE:

YES

FOR

TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

ONEOK, INC.

OKE

682680103

5/22/2013

ELECTION OF DIRECTOR:

JAMES C. DAY

YES

FOR

JULIE H. EDWARDS

YES

FOR

WILLIAMS L. FORD

YES

FOR

JOHN W. GIBSON

YES

FOR

BERT H. MACKIE

YES

FOR

STEVEN J. MALCOLM

YES

FOR

JIM W. MOGG

YES

FOR

PATTYE L. MOORE

YES

FOR

GARY D. PARKER

YES

FOR

EDUARDO A. RODRIGUEZ

YES

FOR

RATIFY:

YES

FOR

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTRED PUBLIC ACCOUNTING FIRM.

APPROVE:

YES

FOR

THE MATERIAL TERMS OF THE PERFORMANCE GOALS OF THE EQUITY COMPENSATION PLAN.

ADVISORY VOTE:

YES

FOR

TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

REGARDING PUBLICATION OF A REPORT ON METHANE EMISSIONS.

THE SOUTHERN COMPANY

842587107

5/22/2013

ELECTION OF DIRECTOR:

J.P. BARANCO

YES

FOR

J.A. BOSCIA

YES

FOR

H.A. CLARK III

YES

FOR

T.A. FANNING

YES

FOR

D.J. GRAIN

YES

FOR

H.W. HABERMEYER, JR.

YES

FOR

V.M. HAGEN

YES

FOR

W.A. HOOD, JR.

YES

FOR

D.M. JAMES

YES

FOR

D.E. KLEIN

YES

FOR

W.G. SMITH, JR.

YES

FOR

S.R. SPECKER

YES

FOR

E.J. WOOD III

YES

FOR

RATIFY:

YES

FOR

THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

ADVISORY VOTE:

YES

FOR

TO APPROVE NAMED EXECUTIVE OFFICERS' COMPENSATION.

RATIFICATION:

YES

FOR

OF BY-LAW AMENDMENT.

AMENDMENT:

YES

FOR

TO COMPANY'S CERTIFICATE OF INCORPORATION TO REDUCE TWO-THIRDS SUPERMAJORITY REQUIREMENTS IN ARTICLE ELEVENTH TO A MAJORITY VOTE.

AMENDMENT:

YES

FOR

TO COMPANY'S CERTIFICATE OF INCORPORATION TO REDUCE 75% SUPERMAJORITY REQUIREMENTS IN ARTICLE THIRTEENTH TO A TWO-THIRDS VOTE.

CRESCENT POINT ENERGY CORP.

CPG

22576C101

5/30/2013

TO FIX:

YES

FOR

THE NUMBER OF DIRECTORS OF THE CORPORATION FOR THE ENSUING YEAR AT SEVEN (7).

DIRECTOR:

PETER BANNISTER

YES

FOR

PAUL COLBORNE

YES

FOR

KENNEY F. CUGNET

YES

FOR

D. HUGH GILLARD

YES

FOR

GERALD A. ROMANZIN

YES

FOR

SCOTT SAXBERG

YES

FOR

GREGORY G. TURNBULL

YES

FOR

RESOLUTION:

YES

FOR

TO APPROVE AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS THE CORPORATION MAY HAVE FROM SEVEN (7) TO ELEVEN (11) DIRECTORS.

RESOLUTION:

YES

FOR

TO ADOPT A BY-LAW PROVIDING ADVANCE NOTICE REQUIREMENTS FOR THE NOMINATION OF DIRECTORS.

APPOINT:

YES

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.

ADVISORY RESOLUTION:

YES

FOR

TO ACCEPT THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION.

MARKWEST ENERGY PARTNERS L P

MWE

570759100

5/29/2013

DIRECTOR:

FRANK M. SEMPLE

YES

FOR

DONALD D. WOLF

YES

FOR

KEITH E. BAILEY

YES

FOR

MICHAEL L. BEATTY

YES

FOR

CHARLES K. DEMPSTER

YES

FOR

DONALD C. HEPPERMANN

YES

FOR

RANDALL J. LARSON

YES

FOR

ANNE E. FOX MOUNSEY

YES

FOR

WILLIAM P. NICOLETTI

YES

FOR

RATIFY:

YES

FOR

DELOITTE & TOUCHE LLP AS THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

BUCKEYE PARTNERS, L.P.

BPL

118230101

6/4/2013

DIRECTOR:

OLIVER G. RICHARD, III

YES

FOR

CLARK C. SMITH

YES

FOR

FRANK S. SOWINSKI

YES

FOR

APPROVE:

YES

FOR

THE COMPANY'S 2013 LONG-TERM INCENTIVE PLAN.

RATIFY:

YES

FOR

THE SELECTION OF DELOITTE & TOUCHE LLPS AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013.

PVR PARTNERS, L.P.

PVR

693665101

6/5/2013

DIRECTOR:

ROBERT J. HALL

YES

FOR

MARSHA R. PERELMAN

YES

FOR

APPROVE:

YES

FOR

THE ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION.

RATIFY:

YES

FOR

THE APPOINTMENT OF KPMG LLP AS THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.

TEEKAY CORPORATION

Y8564W103

6/12/2013

DIRECTOR:

PETER S. JANSON

YES

FOR

EILEEN A MERCIER

YES

FOR

TORE I. SANDVOLD

YES

FOR

BREITBURN ENERGY PARTNERS L.P.

BBEP

106776107

6/19/2013

DIRECTOR:

HALBERT S. WASHBURN

YES

FOR

CHARLES S. WEISS

YES

FOR

RATIFY:

YES

FOR

THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.

KNOT OFFSHORE PARTNERS LP

KNOP

Y48125101

6/25/2013

ELECT:

EDWARD ANDREW WARYAS, JR. AS A CLASS I DIRECTOR, WHOSE TERM WILL EXPIRE AT THE 2014 ANNUAL MEETING OF LIMITED PARTNERS.

YES

FOR

ANDREW BEVERIDGE AS A CLASS II DIRECTOR, WHOSE TERM WILL EXPIRE AT THE 2015 ANNUAL MEETING OF LIMITED PARTNERS.

YES

FOR

JOHN COSTAIN AS A CLASS III DIRECTOR, WHOSE TERM WILL EXPIRE AT THE 2016 ANNUAL MEETING OF LIMITED PARTNERS.

YES

FOR

HANS PETTER AAS AS A CLASS IV DIRECTOR, WHOSE TERM WILL EXPIRE AT THE 2017 ANNUAL MEETING OF LIMITED PARTNERS.

YES

FOR

PENGROWTH ENERGY CORPORATION

PGH

70706P104

6/25/2013

APPOINT:

YES

FOR

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

DIRECTOR:

DEREK W. EVANS

YES

FOR

JOHN B. ZAOZIRNY

YES

FOR

WAYNE K. FOO

YES

FOR

KELVIN B. JOHNSTON

YES

FOR

JAMES D. MCFARLAND

YES

FOR

MICHAEL S. PARRETT

YES

FOR

A. TERENCE POOLE

YES

FOR

BARRY D. STEWART

YES

FOR

D. MICHAEL G. STEWART

YES

FOR

TO CONSIDER:

YES

FOR

AND IF DEEMED ADVISABLE, APPROVE AN ORDINARY RESOLUTION APPROVING CERTAIN AMENDMENTS TO THE LONG TERM INCENTIVE PLAN OF THE CORPORATION, THE FULL TEXT OF WHICH RESOLUTION IS SET FORTH IN THE INFORMATION CIRCULAR.

TO CONSIDER:

YES

FOR

AND IF DEEMED ADVISABLE, APPROVE AN ORDINARY RESOLUTION AUTHORIZING AND APPROVING UNALLOCATED AWARDS ISSUABLE PURSUANT TO THE LONG TERM INCENTIVE PLAN OF THE CORPORATION, THE FULL TEXT OF WHICH RESOLUTION IS SET FORTH IN THE INFORMATION CIRCULAR OF THE CORPORATION DATED MAY 24, 2013.

TO CONSIDER:

YES

FOR

AND IF DEEMED ADVISABLE, APPROVE AN ORDINARY RESOLUTION TO CONFIRM AND RATIFY THE ADVANCE NOTICE BY-LAW OF THE CORPORATION, THE FULL TEXT OF WHICH IS SET FORTH IN THE INFORMATION CIRCULAR.

TO VOTE:

YES

FOR

IN AN ADVISORY, NON-BINDING CAPACITY ON A RESOLUTION TO ACCEPT THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION, THE FULL TEXT OF WHICH RESOLUTION IS SET FORTH IN THE INFORMATION CIRCULAR.

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