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)


                     1800 AVENUE OF THE STARS, SECOND FLOOR
                         LOS ANGELES, CALIFORNIA 90067
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


(Name and address of agent for service)

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

Date of fiscal year-end: November 30th
                         -------------

Date of reporting period: July 1, 2006 - June 30, 2007
                          ----------------------------




Item 1 - Proxy Voting Record - Attached on behalf of Kayne Anderson Energy Total
Return Fund, Inc.



                                                                                                PROPOSED BY                 FOR/
                                                      MEETING                                   (ISSUER OR   VOTE    HOW    AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                       (S)HRHLDR    CAST?   VOTED  MGMT
- ------                         ------    -----        --------    -------                       -----------  -----   -----  -------
                                                                                                    
Duke Energy Income Fund        DET.UN    26441A109     9/15/2006  ADOPT:                             I       yes     For    For
                                                                  resolution approving the
                                                                  acquisition of the issued
                                                                  and outstanding shares of
                                                                  Westcoast Gas Services
                                                                  Inc, and related
                                                                  transactions.

Sequoia Oil & Gas Trust        SQE.UN    81744g105     9/18/2006  APPROVE:                           I       yes     for    for
                                                                  plan of arrangement under
                                                                  section 193 of the
                                                                  business corporation act
                                                                  (Alberta)

                                                                  APPROVE:                           I       yes     for    for
                                                                  a unit award incentive
                                                                  plan for Daylight
                                                                  Resources Trust

                                                                  APPROVE:                           I       yes     for    for
                                                                  employee unit ownership
                                                                  plan of Daylight Energy
                                                                  Ltd.

                                                                  APPROVE:                           I       yes     for    for
                                                                  the issuance of up to
                                                                  710k unit of new Daylight
                                                                  pursuant to new
                                                                  Daylight's bonus program

                                                                  APPROVE:                           I       yes     for    for
                                                                  private placement in
                                                                  connection with the
                                                                  reorganization of
                                                                  Trafalgar private
                                                                  placement resolution

                                                                  APPROVE:                           I       yes     for    for
                                                                  existing stock option
                                                                  plan for Trafalgar Energy
                                                                  and the previous grant of
                                                                  options to acquire an
                                                                  aggregate of 469k
                                                                  Trafalgar common shares

Esprit Energy Trust            EEE.UN    29666N301     9/26/2006  PASSING:                           I       yes     For    For
                                                                  special resolution ("the
                                                                  "Esprit Trust Indenture
                                                                  Amendments Resolution

                                                                  PASSING:                           I       yes     For    for
                                                                  a special resolution (the
                                                                  "merger resolution"

Teppco Partners                TPP       872384102    10/26/2006  PROPOSE:                           I       yes     for    for
                                                                  revise certain provisions
                                                                  of the partnership
                                                                  agreement that relate to
                                                                  distribution and capital
                                                                  contributions, inc.
                                                                  reduction of their
                                                                  general partner's max.
                                                                  percentage interest in
                                                                  their quarterly
                                                                  distribution from 50% to
                                                                  25%

                                                                  PROPOSE:                           I       yes     for    for
                                                                  change various voting
                                                                  percentage requirements
                                                                  of the partnership
                                                                  agreement, in most cases
                                                                  from 66.75% of
                                                                  outstanding units to a
                                                                  majority of outstanding
                                                                  units

                                                                  PROPOSE:                           I       yes     for    for
                                                                  supplement & revise
                                                                  certain provisions of the
                                                                  partnership agreement
                                                                  that relate to conflicts
                                                                  of interest and fiduciary
                                                                  duties

                                                                  PROPOSE:                           I       yes     for    for
                                                                  make additional
                                                                  amendments to the
                                                                  partnership agreement to
                                                                  provide for certain
                                                                  registration rights of
                                                                  the general partner, for
                                                                  the maintenance of the
                                                                  separation of the
                                                                  separateness of the
                                                                  partnership from any
                                                                  other person or entity

                                                                  ISSUE:                             I       yes     for    for
                                                                  units to the general
                                                                  partner as consideration
                                                                  for the IDR reduction
                                                                  amendment based on a
                                                                  predetermined formula

                                                                  APPROVE:                           I       yes     for    for
                                                                  terms of the EPCO, Inc.
                                                                  2006 TPP long-term
                                                                  incentive plan

                                                                  APPROVE:                           I       yes     for    for
                                                                  terms of the EPCO, Inc.
                                                                  TPP unit purchase plan

Valero L.P.                    VLI       91913W104     9/18/2006  APPROVE:                           I       yes     for    for
                                                                  the Valero GP, LLC second
                                                                  amended and restated 2000
                                                                  long-term incentive plan,
                                                                  which incorporates the
                                                                  proposed amendments
                                                                  described in the consent
                                                                  solicitation statement.

Crosstex Energy, Inc.          XTXI      22765Y-104   10/26/2006  APPROVE:                           I       yes     for    for
                                                                  restated certificate of
                                                                  incorporation to increase
                                                                  the authorized shares of
                                                                  capital stock and to
                                                                  clarify a liquidation
                                                                  provision applicable to
                                                                  common stock

                                                                  APPROVE:                           I       yes     for    for
                                                                  amend and restated
                                                                  long-term incentive plan
                                                                  including the increase in
                                                                  the number of shares
                                                                  available for issuance
                                                                  there under

Plains All American
  Pipeline, L.P.               PAA       726503105     11/9/2006  APPROVE:                           I       yes     for    for
                                                                  Approve and adopt the
                                                                  agreement and plan of
                                                                  merger dated as of June
                                                                  11, 2006

                                                                  APPROVE:                           I       yes     for    for
                                                                  Approve the issuance of
                                                                  plains common units to
                                                                  the common unit holders
                                                                  of Pacific

Pacific Energy Partners
  L.P.                         PPX       69422R-105    11/9/2006  APPROVE:                           I       yes     for    for
                                                                  Approve and adopt the
                                                                  agreement and plan of
                                                                  merger dated as of June
                                                                  11, 2006 by and among
                                                                  Plains All American

Crescent Point Energy
  Trust                        CPG.UN    225908201    11/27/2006  APPROVE:                           I       yes     for    for
                                                                  restructuring of the
                                                                  trust

                                                                  RE-APPOINT:                        I       yes     for    for
                                                                  Olympia Trust Company as
                                                                  trustee of the Trust

Kinder Morgan, Inc.            KMP       49455P-101   12/19/2006  APPROVE:                           I       yes     for    for
                                                                  approve and adopt the
                                                                  agreement and plan of
                                                                  merger among Kinder
                                                                  Morgan, Knight Hold Co.
                                                                  and Knight Acquisition
                                                                  Co.,

                                                                  APPROVE:                           I       yes     for    for
                                                                  to adjourn the special
                                                                  meeting to a later date
                                                                  to solicit additional
                                                                  proxies if there are
                                                                  insufficient votes at the
                                                                  time of the special
                                                                  meeting to approve
                                                                  proposal 1.

ONEOK Partners, L.P.           OKS       68268N103     3/29/2007  APPROVE:                           I       yes     for    for
                                                                  change in the terms of
                                                                  the class B units of
                                                                  Oneok to provide for the
                                                                  conversion of all
                                                                  outstanding class B units
                                                                  into the same # of common
                                                                  units of Oneok

                                                                  AMEND:                             I       yes     for    for
                                                                  partnership agreement

                                                                  ADJOURN:                           I       yes     for    for
                                                                  the special meeting to a
                                                                  later date if necessary

Magellan Midstream
  Partners, L.P.               MMP       559080106     4/25/2007  ELECT:                             I       yes     for    for
                                                                  John Desbarres
                                                                  Patrick Eilers
                                                                  Thomas Macejko, Jr.

                                                                  AMEND:                             I       yes     for    for
                                                                  Magellan's long-term
                                                                  incentive plan

Arch Coal, Inc.                ACI       039380100     4/26/2007  ELECT:                             I       yes     for    for
                                                                  Brian Jennings
                                                                  Steven Leer
                                                                  Robert Potter
                                                                  Theodore Sands




                                                                                              PROPOSED BY                   FOR/
                                                      MEETING                                 (ISSUER OR   VOTE    HOW      AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                     (S)HRHLDR    CAST?   VOTED    MGMT
- ------                         ------    -----        --------    -------                     -----------  -----   -----    -------
                                                                                                    
ONEOK, Inc.                    OKE       682680103     5/17/2007  ELECT:                           I       yes     for      for
                                                                  William Bell
                                                                  John Gibson
                                                                  Pattye Moore
                                                                  David Tippeconnic

                                                                  SHAREHOLDER PROPOSAL:            S       yes     against  for
                                                                  separate the positions of
                                                                  chairman of the Bd. and
                                                                  CEO

Shiningbank Energy Income
  Fund                         SHN.UN    824916100     5/15/2007  APPOINT:                         I       yes     for      for
                                                                  KPMG as auditors

                                                                  AUTHORIZE:                       I       yes     for      for
                                                                  Bd. to determine the
                                                                  remuneration of the
                                                                  auditors

                                                                  DIRECT:                          I       yes     for      for
                                                                  Computershare Trust Co.
                                                                  as trustee of the Fund to
                                                                  vote in favor of the
                                                                  appointment of KPMG as
                                                                  auditors and to authorize
                                                                  the Bd. to determine the
                                                                  remuneration of the
                                                                  auditors

                                                                  NOMINATE:                        I       yes     for      for
                                                                  the directors of
                                                                  Shiningbank Holdings for
                                                                  the ensuring year as set
                                                                  out in the circular

                                                                  DIRECT:                          I       yes     for      for
                                                                  SLP Holdings Inc.'s
                                                                  shareholder meeting with
                                                                  respect to vote in favor
                                                                  of the appointment of
                                                                  KPMG as auditors and to
                                                                  authorize the Bd. to
                                                                  determine the
                                                                  remuneration of the
                                                                  auditors

                                                                  NOMINATE:                        I       yes     for      for
                                                                  the directors of
                                                                  Shiningbank Holdings for
                                                                  the ensuring year as set
                                                                  out in the circular

                                                                  AMEND:                           I       yes     for      for
                                                                  the amended and restated
                                                                  trust indenture of the
                                                                  Fund dated 9/6/05 and the
                                                                  unanimous shareholder
                                                                  agreement of Shiningbank
                                                                  Energy Ltd. Dated 10/9/02

Progress Energy Trust          PGX.UN    74326T108     4/26/2007  FIXING:                          I       yes     for      for
                                                                  # of directors to be
                                                                  elected at the meeting at
                                                                  seven

                                                                  ELECT:                           I       yes     for      for
                                                                  directors as described in
                                                                  the information circular

                                                                  APPOINT:                         I       yes     for      for
                                                                  KPMG as auditors of the
                                                                  Trust and authorize the
                                                                  directors to fix their
                                                                  remuneration

                                                                  RE-APPOINT:                      I       yes     for      for
                                                                  Computershare Trust Co.
                                                                  as the trustee of the
                                                                  Trust for a term of 3
                                                                  years

                                                                  AMEND:                           I       yes     for      for
                                                                  terms of the l-t
                                                                  incentive and retention
                                                                  program

Enerplus Resources Fund        ERF       29274D604      5/4/2007  NOMINATE:                        I       yes     for      for
                                                                  directors described in
                                                                  the information circular

                                                                  APPOINT:                         I       yes     for      for
                                                                  Deloitte & Touche LLP as
                                                                  accountants




                                                                                                PROPOSED BY                 FOR/
                                                      MEETING                                   (ISSUER OR   VOTE    HOW    AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                       (S)HRHLDR    CAST?   VOTED  MGMT
- ------                         ------    -----        --------    -------                       -----------  -----   -----  -------
                                                                                                    
Seaspan Corporation            SSW       Y75638109     4/16/2007  ELECT:                             I       yes     for    for
                                                                  Gerry Wang
                                                                  Peter Lorange
                                                                  Barry Pearl

                                                                  APPOINT:                           I       yes     for    for
                                                                  KPMG as auditors

Canadian Oil Sands Trust       COS.UN    13642L100     4/25/2007  APPOINT:                           I       yes     for    for
                                                                  Pricewaterhousecoopers as
                                                                  auditor of COS

                                                                  APPOINT:                           I       yes     for    for
                                                                  Pricewaterhousecoopers as
                                                                  auditor for the Trust

                                                                  ELECT:                             I       yes     for    for
                                                                  management nominees as
                                                                  directors of COS all of
                                                                  the nominees of the Trust

                                                                  APPROVE:                           I       yes     for    for
                                                                  ordinary resolution
                                                                  regarding approval of an
                                                                  amended unit holder
                                                                  rights plan

Energy  Transfer Equity,
  L.P.                         ETE       29273V100     2/22/2007  APPROVE:                           I       yes     for    for
                                                                  change in their terms of
                                                                  Class C units and
                                                                  issuance of additional
                                                                  common units upon
                                                                  conversion

Paramount Energy Trust         PMT.UN    699219101     5/11/2007  RE-APPOINT:                        I       yes     for    for
                                                                  Computershare Trust Co.
                                                                  as trustee of PET for the
                                                                  ensuring year

                                                                  FIX:                               I       yes     for    for
                                                                  the number of directors
                                                                  of Paramount Energy
                                                                  Operating Corp. to be
                                                                  elected at 7

                                                                  ELECT:                             I       yes     for    for
                                                                  Clayton Riddell
                                                                  Suan Riddell Rose
                                                                  Karen Genoawy
                                                                  Randall Johnson
                                                                  Donald Nelson
                                                                  John Peltier
                                                                  Howard Ward

                                                                  REAPPOINT:                         I       yes     for    for
                                                                  KPMG as auditors of PET
                                                                  for the ensuring year

                                                                  OTHER BUSINESS:                    I       yes     for    for
                                                                  that may properly come
                                                                  before the meeting

Penn Virginia Corporation      PVA       707882106      5/8/2007  ELECT:                             I       yes     for    for
                                                                  Edward Cloues
                                                                  A. James Dearlove
                                                                  Rovert Garrett
                                                                  Keith Horton
                                                                  Steven Krablin
                                                                  Marsha Perelmann
                                                                  P. Van Markcke De Lummen
                                                                  Gary Wright

                                                                  AMEND:                             I       yes     for    for
                                                                  the Penn Virginia Corp.
                                                                  2nd amended and restated
                                                                  99 ESIP






                                                                                              PROPOSED BY                   FOR/
                                                      MEETING                                 (ISSUER OR   VOTE    HOW      AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                     (S)HRHLDR    CAST?   VOTED    MGMT
- ------                         ------    -----        --------    -------                     -----------  -----   -----    -------
                                                                                                    
Daylight Resources Trust       DAY.UN    239600109     5/10/2007  RESOLUTION:                      I       yes     for      for
                                                                  fixing the # of directors
                                                                  to be 7

                                                                  ELECT:                           I       yes     for      for
                                                                  directors for the
                                                                  ensuring year of the 7
                                                                  nominees proposed by
                                                                  management

                                                                  APPOINT:                         I       yes     for      for
                                                                  KPMG as chartered
                                                                  accountants, as auditors
                                                                  and authorize directors
                                                                  to fix their remuneration

Canetic Resources Trust        CNE       137513107      5/9/2007  ELECT:                           I       yes     for      for
                                                                  Robert Brawn
                                                                  J. Paul Charron
                                                                  W. Peter Comber
                                                                  Murray Frame
                                                                  Daryl Gilbert
                                                                  Nancy Laird
                                                                  Jack Lee
                                                                  R. Gregory Rich

                                                                  APPOINT:                         I       yes     for      for
                                                                  Deloitte & Touche as
                                                                  accountants as auditors

                                                                  APPOINT:                         I       yes     for      for
                                                                  Computershare Trust Co.
                                                                  of Canada as trustee of
                                                                  the trust to hold office
                                                                  until the end of the
                                                                  annual meeting to be held
                                                                  in 2009

                                                                  RESOLUTION:                      I       yes     for      for
                                                                  approve certain
                                                                  amendments to the
                                                                  employee unit of
                                                                  ownership plan and unit
                                                                  award incentive plan of
                                                                  the trust

Focus Energy Trust             FET.UN    34415R108     5/17/2007  FIX:                             I       yes     for      for
                                                                  # of directors to be
                                                                  elected to 9

                                                                  ELECT:                           I       yes     for      for
                                                                  # of directors for the
                                                                  ensuing year of the 9
                                                                  nominees proposed by mgt.

                                                                  APPOINT:                         I       yes     for      for
                                                                  KPMG as auditors and to
                                                                  authorize the directors
                                                                  to fix their remuneration
                                                                  as such

                                                                  AMEND:                           I       yes     for      for
                                                                  the trust unit rights
                                                                  incentive plan

                                                                  APPROVE:                         I       yes     for      for
                                                                  the unit award incentive
                                                                  plan

Massey Energy Company          MEE       576206106     5/22/2007  ELECT:                           I       yes     for      for
                                                                  Richard Gabrys
                                                                  Dan Moore
                                                                  Baxter Phillips, Jr.

                                                                  RATIFY:                          I       yes     for      for
                                                                  Ernst & Young as
                                                                  accounting firm

                                                                  PROPOSAL:                        S       yes     abstain  against
                                                                  regarding political
                                                                  contribution reports

                                                                  PROPOSAL:                        S       yes     against  against
                                                                  climate change report

Baxter Energy Trust            BTE       073176109     5/17/2007  FIX:                             I       yes     for      for
                                                                  number of directors to be
                                                                  elected to six

                                                                  ELECT:                           I       yes     for      for
                                                                  directors for the
                                                                  ensuring year of the six
                                                                  nominees proposed in the
                                                                  circular

                                                                  APPOINT:                         I       yes     for      for
                                                                  Deloitte & Touche as
                                                                  auditors and to authorize
                                                                  directors to fix their
                                                                  remuneration

                                                                  RESOLUTION:                      I       yes     for      for
                                                                  authorizing various
                                                                  amendments to units
                                                                  rights incentive plan




                                                                                              PROPOSED BY                   FOR/
                                                      MEETING                                 (ISSUER OR   VOTE    HOW      AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                     (S)HRHLDR    CAST?   VOTED    MGMT
- ------                         ------    -----        --------    -------                     -----------  -----   -----    -------
                                                                                                    
Williams Partners L.P.         WPZ       96950F104     5/21/2007  APPROVE:                         I       yes     for      for
                                                                  change in the terms of
                                                                  the class B units to
                                                                  provide that each Class B
                                                                  unit is convertible into
                                                                  one of the common units
                                                                  and the issuance of
                                                                  additional common units
                                                                  upon such conversion

Peabody Energy Corporation     BTU       704549104      5/1/2007  ELECT:                           I       yes     for      for
                                                                  William Coley
                                                                  Irl Engelhardt
                                                                  William Rusnack
                                                                  John Turner
                                                                  Alan Washkowitz

                                                                  RATIFY:                          I       yes     for      for
                                                                  appointment of
                                                                  independent registered
                                                                  public accounting firm

                                                                  PROPOSAL:                        S       yes     against  against
                                                                  board classification

Quintana Maritime Limited      QMAR      Y7169G109      5/4/2007  ELECT:                           I       yes     for      for
                                                                  Corbin Robertson, Jr.
                                                                  Stamatis Molaris
                                                                  Joseph Edwards
                                                                  Hans Mende
                                                                  Corbin Robertson III
                                                                  Gurpal Singh Grewal
                                                                  S. James Nelson Jr.
                                                                  Peter Costalas

                                                                  RATIFY:                          I       yes     for      for
                                                                  Deloitte, Hadjipavlou,
                                                                  Sofianos & Cambanis S.A.
                                                                  as auditors

Alpha Natural Resources,
  Inc.                         ANR       02076X102     5/22/2007  ELECT:                           I       yes     for      for
                                                                  Mary Ellen Bowers
                                                                  John Brinzo
                                                                  E. Linn Draper, Jr.
                                                                  Glenna Eisenberg
                                                                  John Fox, Jr.
                                                                  Michael J. Quillen
                                                                  Ted G. Wood

                                                                  RATIFY:                          I       yes     for      for
                                                                  KPMG as independent
                                                                  auditors

Foundation Coal Holdings,
  Inc.                         FCL       35039W100     5/17/2007  ELECT:                           I       yes     for      for
                                                                  James Roberts
                                                                  David Foley
                                                                  Alex Krueger
                                                                  P. Michael Giftos
                                                                  Robert Scharp
                                                                  William Crowley, Jr.
                                                                  Joel Richards, III
                                                                  Thomas Shockley, III

                                                                  APPROVE:                         I       yes     for      for
                                                                  Ernst & Young as
                                                                  Foundations' independent
                                                                  Registered accountants




                                                                                                PROPOSED BY                 FOR/
                                                      MEETING                                   (ISSUER OR   VOTE    HOW    AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                       (S)HRHLDR    CAST?   VOTED  MGMT
- ------                         ------    -----        --------    -------                       -----------  -----   -----  -------
                                                                                                    
NAL Oil and Gas Trust          NAE.UN    628949109      5/9/2007  ELECT:                             I       yes     for    for
                                                                  directors for NAL for the
                                                                  ensuring year

                                                                  APPOINT:                           I       yes     for    for
                                                                  KPMG as auditors

Crosstex Energy, Inc.          XTXI      22765Y104      5/9/2007  DIRECT:                            I       yes     for    for
                                                                  Bryan Lawrence
                                                                  Cecil Martin, Jr.
                                                                  James Crain

CONSOL Energy, Inc.            CNX       20854P109      5/1/2007  ELECT:                             I       yes     for    for
                                                                  John Whitmire
                                                                  Brett Harvey
                                                                  James Altmeyer Sr.
                                                                  William Davis
                                                                  Raj Gupta
                                                                  Patricia Hammack
                                                                  David Hardesty Jr.
                                                                  John Mills
                                                                  William Powell
                                                                  Joseph Williams

Paramount Energy Trust         PMT.UN    699219101     5/11/2007  RE-APPOINT:                        I       yes     for    for
                                                                  Computershare Trust of
                                                                  Canada as trustee of PET
                                                                  for the ensuring year

                                                                  FIX:                               I       yes     for    for
                                                                  # of directors of
                                                                  Paramount Energy Op.
                                                                  Corp. to be elected at
                                                                  seven (7)

                                                                  ELECT:                             I       yes     for    for
                                                                  Clayton Ruddell
                                                                  Susan Riddell Rose
                                                                  Karen Genoway
                                                                  Randall Johnson
                                                                  Donald Elson
                                                                  John Peltier
                                                                  Howard Ward

                                                                  RE-APPOINT:                        I       yes     for    for
                                                                  KPMG as auditors of PET
                                                                  for the ensuring year and
                                                                  authorize the directors
                                                                  of the administration to
                                                                  fix their remuneration

                                                                  OTHER:                             I       yes     for    for
                                                                  business that may
                                                                  properly come before the
                                                                  meeting or any
                                                                  adjournment thereof

Vermillion Energy Trust        VET.UN    923728109      5/2/2007  APPOINT:                           I       yes     for    for
                                                                  Deloitte & Touche as
                                                                  auditors

                                                                  ELECT:                             I       yes     for    for
                                                                  directors of Vermillion
                                                                  to hold office until the
                                                                  next annual meeting

                                                                  AMEND:                             I       yes     for    for
                                                                  trust unit award
                                                                  incentive plan

                                                                  AMEND:                             I       yes     for    for
                                                                  trust unit rights
                                                                  incentive plan

                                                                  AMEND:                             I       yes     for    for
                                                                  employee bonus plan




                                                                                                PROPOSED BY                 FOR/
                                                      MEETING                                   (ISSUER OR   VOTE    HOW    AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                       (S)HRHLDR    CAST?   VOTED  MGMT
- ------                         ------    -----        --------    -------                       -----------  -----   -----  -------
                                                                                                    
Trilogy Energy Trust           TET.UN    89619Y101     5/15/2007  ELECT:                             I       yes     for    for
                                                                  proposed nominees named
                                                                  in the proxy circular

                                                                  APPOINT:                           I       yes     for    for
                                                                  PricewaterhouseCoopers
                                                                  LLP as auditor of the
                                                                  Trust

Bonavista Energy Trust         BNP.UN    098536105      5/9/2007  FIX:                               I       yes     for    for
                                                                  # of directors of
                                                                  bonavista Petroleum Ltd
                                                                  to be elected to eight
                                                                  (8) members

                                                                  ELECT:                             I       yes     for    for
                                                                  directors for the ensuing
                                                                  year of the 8 nominees
                                                                  proposed in the proxy

                                                                  APPOINT:                           I       yes     for    for
                                                                  KPMG as chartered
                                                                  accountants and to
                                                                  authorize directors to
                                                                  fix their remuneration

                                                                  AMEND:                             I       yes     for    for
                                                                  trust unit incentive
                                                                  rights plan

                                                                  APPROVE:                           I       yes     for    for
                                                                  restricted trust units
                                                                  award incentive plan

Zargon Energy Trust            ZAR.UN    989132105     4/26/2007  FIX:                               I       yes     for    for
                                                                  # of directors to be
                                                                  elected

                                                                  ELECT:
                                                                  directors for the ensuing
                                                                  year

                                                                  APPOINT:                           I       yes     for    for
                                                                  Ernst & Young as auditors
                                                                  and authorize the board
                                                                  to fix their remuneration

                                                                  RE-APPOINT:                        I       yes     for    for
                                                                  Valiant Trust as
                                                                  successor trustee for a
                                                                  term of 3 years

                                                                  APPROVE:                           I       yes     for    for
                                                                  amendment to the Amended
                                                                  Trust units rights
                                                                  incentive plan

ARC Energy Trust               AET.UN    001986108     5/23/2007  APPOINT:                           I       yes     for    for
                                                                  Computershare Trust Co.
                                                                  as trustee of the trust
                                                                  for the ensuring year

                                                                  ELECT:                             I       yes     for    for
                                                                  8 directors of ARC
                                                                  Resources as specified in
                                                                  the proxy statement

                                                                  APPOINT:                           I       yes     for    for
                                                                  Deloitte & Touche as
                                                                  chartered accountants for
                                                                  the ensuring year

Bonterra Energy Income
  Trust                        BNE.UN    09852Q102     5/24/2007  SELECT:                            I       yes     for    for
                                                                  4 directors to fix the
                                                                  number of directors at
                                                                  four (4)

                                                                  APPOINT:                           I       yes     for    for
                                                                  Deloitte & Touche LLP as
                                                                  chartered accountants and
                                                                  to authorize the board of
                                                                  Bonterra to fix the
                                                                  remuneration of the
                                                                  auditors

                                                                  APPROVE:                           I       yes     for    for
                                                                  the re-appointment of
                                                                  Olympia Trust Co. as
                                                                  trustee of the Trust

                                                                  AUTHORIZE AND APPROVE:             I       yes     for    for
                                                                  unallocated options under
                                                                  the unit option plan of
                                                                  the Trust

                                                                  APPROVE:                           I       yes     for    for
                                                                  amendment to the unit
                                                                  option plan of the Trust





                                                                                                PROPOSED BY                 FOR/
                                                      MEETING                                   (ISSUER OR   VOTE    HOW    AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                       (S)HRHLDR    CAST?   VOTED  MGMT
- ------                         ------    -----        --------    -------                       -----------  -----   -----  -------
                                                                                                    
Eagle Bulk Shipping, Inc.      EGLE      Y2187A101     5/23/2007  ELECT:                             I       yes     for    for
                                                                  Joseph Cianciolo
                                                                  David Hiley
                                                                  Forrest Wylie

                                                                  RATIFY:                            I       yes     for    for
                                                                  the appointment of Ernst
                                                                  & Young as auditors

Legacy Reserves LP             LGCY      524707304     5/30/2007  ELECT:                             I       yes     for    for
                                                                  Cary Brown
                                                                  Kyle McGraw
                                                                  Dale Brown
                                                                  G. Larry Lawrence
                                                                  William Sullivan
                                                                  S. Wil Vanloh, Jr.
                                                                  Kyel Vann

MarkWest Hydrocarbon, Inc.     MWP       570762104     6/13/2007  ELECT:                             I       yes     for    for
                                                                  Michael Beatty
                                                                  William Kellstrom
                                                                  William Wallace

                                                                  RATIFY:                            I       yes     for    for
                                                                  Deloitte & Touche as the
                                                                  public accountants

Atlas Energy Resources,
  LLC                          ATN       049303100     5/23/2007  ELECT:                             I       yes     for    for
                                                                  Edward Cohen
                                                                  Jonathan Cohen
                                                                  Mathew Jones
                                                                  Richard Weber
                                                                  Walter Jones
                                                                  Ellen Warren
                                                                  Bruce Wolf

Genco Shipping & Trading
  Limited                      GSTL      Y2685T107     5/16/2007  ELECT:                             I       yes     for    for
                                                                  Nathan Kramer
                                                                  Mark Polzin

                                                                  RATIFY:                            I       yes     for    for
                                                                  appointment of
                                                                  Independent auditors

Harvest Energy Trust           HTE.UN    47152X101     5/14/2007  APPOINT:                           I       yes     for    for
                                                                  Valiant Trust Co. as the
                                                                  trustee of the trust to
                                                                  hold office until the end
                                                                  of the next annual
                                                                  meeting

                                                                  FIX:                               I       yes     for    for
                                                                  number of directors of
                                                                  Harvest Ops Corp. to be
                                                                  elected at 8 members

                                                                  ELECT:                             I       yes     for    for
                                                                  directors of Harvest Ops
                                                                  Corp. for the ensuing
                                                                  year the 8 nominees in
                                                                  the proxy

                                                                  APPOINT:                           I       yes     for    for
                                                                  KPMG as auditors of the
                                                                  Trust

Foundation Coal Holdings,
  Inc.                         FCL       35039W100     5/17/2007  ELECT:                             I       yes     for    for
                                                                  James Roberts
                                                                  David Foley
                                                                  Alex Krueger
                                                                  P. Michael Giftos
                                                                  Robert Scharp
                                                                  William J. Crowley, Jr.
                                                                  Joel Richards, III
                                                                  Thomas Shockley, III

                                                                  APPROVE:                           I       yes     for    for
                                                                  Ernst & Young as
                                                                  Foundation's independent
                                                                  accounting firm





                                                                                                PROPOSED BY                 FOR/
                                                      MEETING                                   (ISSUER OR   VOTE    HOW    AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                       (S)HRHLDR    CAST?   VOTED  MGMT
- ------                         ------    -----        --------    -------                       -----------  -----   -----  -------
                                                                                                    
Omega Navigation
  Enterprises, Inc.            ONAV      Y6476R105     5/22/2007  ELECT:                             I       yes     for    for
                                                                  Robert Flynn
                                                                  Dr. Chiang Hai Ding
                                                                  Shariq Azhar

                                                                  RATIFY:                            I       yes     for    for
                                                                  Ernst & Young as
                                                                  certified auditors

Aries Maritime Transport
  Limited                      RAMS      G0474B105     5/23/2007  ELECT:                             I       yes     for    for
                                                                  Panagiotis Skiadas

                                                                  RATIFY:                            I       yes     for    for
                                                                  appointment of
                                                                  PricewaterhouseCoopers S.A.

Tsakos Energy Navigation
  Limited                      TNP       G9108L108     5/31/2007  ELECT:                             I       yes     for    for
                                                                  D. John Stavropoulos
                                                                  Peter Nicholson
                                                                  A.N. Patrinos, PhD

                                                                  APPROVE:                           I       yes     for    for
                                                                  financial statements for
                                                                  the year ended 12/31/06
                                                                  w/ the audit reports

                                                                  RATIFY:                            I       yes     for    for
                                                                  Ernst & Young, Athens as
                                                                  auditors

                                                                  AUTHORIZE:                         I       yes     for    for
                                                                  remuneration of directors

Atlas America, Inc.            ATLS      049167109     5/23/2007  ADOPT AND AMEND:                   I       yes     for    for
                                                                  incentive plan for senior
                                                                  mgt.

                                                                  AMEND:                             I       yes     for    for
                                                                  Atlas Pipeline Holdings l-t
                                                                  incentive plan

                                                                  AMEND:                             I       yes     for    for
                                                                  Atlas Energy Resources
                                                                  l-t incentive plan

                                                                  AMEND:                             I       yes     for    for
                                                                  Atlas Pipeline Partners l-t
                                                                  incentive plan

                                                                  ELECT:                             I       yes     for    for
                                                                  Carlton Arrendell
                                                                  Jonathan Cohen
                                                                  Donald Delson

Arlington Tankers, Ltd.        ATB       G04899103     4/25/2007  ELECT:                             I       yes     for    for
                                                                  Michael Drayton

                                                                  APPOINT:                           I       yes     for    for
                                                                  Moore Stephens P.C. as
                                                                  independent auditors and
                                                                  for the authorization of
                                                                  the board to determine
                                                                  the independent
                                                                  registered public
                                                                  accounting firm fees





                                                                                                PROPOSED BY                 FOR/
                                                      MEETING                                   (ISSUER OR   VOTE    HOW    AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                       (S)HRHLDR    CAST?   VOTED  MGMT
- ------                         ------    -----        --------    -------                       -----------  -----   -----  -------
                                                                                                    

General Maritime
  Corporation                  GMR       Y2692M103     5/16/2007  ELECT:                             I       yes     for    for
                                                                  Peter Georgiopoulos
                                                                  William Crabtree
                                                                  Stephen Kaplan

                                                                  RATIFY:                            I       yes     for    for
                                                                  appointment of
                                                                  independent auditors

Peyto Energy Trust             PEY.UN    717045108     5/29/2007  FIX:                               I       yes     for    for
                                                                  number of directors of
                                                                  Peyto to be elected at
                                                                  seven (7) members

                                                                  ELECT:                             I       yes     for    for
                                                                  directors of the seven
                                                                  nominees proposed in the
                                                                  information circular

                                                                  APPOINT:                           I       yes     for    for
                                                                  Deloitte & Touche LLP as
                                                                  accountants

Crescent Point Energy
  Trust                        CPG.UN    225908102     5/31/2007  FIX:                               I       yes     for    for
                                                                  number of directors for
                                                                  the ensuing year at seven
                                                                  (7)

                                                                  ELECT:                             I       yes     for    for
                                                                  Peter Bannister
                                                                  Paul Colborne
                                                                  Kenney Cugnet
                                                                  D. Hugh Gillard
                                                                  Gerald Romanzin
                                                                  Scott Saxberg
                                                                  Greg Turnbull

                                                                  APPOINT:                           I       yes     for    for
                                                                  PricewaterhouseCoopers
                                                                  LLP as auditors of the
                                                                  Trust

                                                                  APPROVE:                           I       yes     for    for
                                                                  amendment of the
                                                                  restricted unit bonus
                                                                  plan of the Trust

Pengrowth Energy Trust         PGF       706902509     6/11/2007  APPOINT:                           I       yes     for    for
                                                                  KPMG LLP accountants as
                                                                  auditors of the Trust

                                                                  ELECT:                             I       yes     for    for
                                                                  directors of the
                                                                  Corporation The nominees
                                                                  set forth in the circular

                                                                  AUTHORIZE:                         I       yes     for    for
                                                                  amendments to Pengrowth's
                                                                  security based
                                                                  compensation arrangements
                                                                  and the ratification of
                                                                  prior grants of deferred
                                                                  entitlement units

                                                                  AUTHORIZE:                         I       yes     for    for
                                                                  amendments to the trust
                                                                  indenture of the trust to
                                                                  provide flexibility in
                                                                  setting the record date
                                                                  for distribution to be
                                                                  paid to unit holders

                                                                  AUTHORIZE:                         I       yes     for    for
                                                                  amendments to the trust
                                                                  indenture to permit the
                                                                  use of direct
                                                                  registration systems

                                                                  AUTHORIZE:                         I       yes     for    for
                                                                  amendments to the
                                                                  unanimous shareholder
                                                                  agreement of the
                                                                  Corporation. to clarify
                                                                  the procedure for the
                                                                  election of directors of
                                                                  the Corporation

                                                                  AUTHORIZE:                         I       yes     for    for
                                                                  amendments to the royalty
                                                                  indenture of the Corp. to
                                                                  remove references to the
                                                                  Alberta Royalty credit

                                                                  RE-APPOINT:                        I       yes     for    for
                                                                  Computershare Trust of
                                                                  Canada as the trustee of
                                                                  the trust





                                                                                                PROPOSED BY                 FOR/
                                                      MEETING                                   (ISSUER OR   VOTE    HOW    AGAINST
ISSUER                         SYMBOL    CUSIP        DATE        MATTER:                       (S)HRHLDR    CAST?   VOTED  MGMT
- ------                         ------    -----        --------    -------                       -----------  -----   -----  -------
                                                                                                    
Euroseas Ltd.                  ESEA      Y23592200     6/22/2007  ELECT:                             I       yes     for    for
                                                                  George Tansikids
                                                                  Gerald Turner

                                                                  APPROVE:                           I       yes     for    for
                                                                  Euroseas shareholders
                                                                  rights agreement and
                                                                  authorize the board to
                                                                  implement such agreement
                                                                  in the board's sole
                                                                  discretion

                                                                  APPOINT:                           I       yes     for    for
                                                                  Deloitte Hadjipavlou
                                                                  Sofianos & Cambanis at
                                                                  auditors

Double Hull Tankers, Inc.      DHT       Y21110104     6/20/2007  ELECT:                             I       yes     for    for
                                                                  Randee Day

                                                                  APPOINT:                           I       yes     for    for
                                                                  independent auditors

Nordic American Tankers
  Shipping Limited             NAT       G65773106     6/20/2007  ELECT:                             I       yes     for    for
                                                                  Herbjorn Hansson
                                                                  Torbjorn Gladso
                                                                  Sir David Gibbons
                                                                  Andreas Ove Ugland
                                                                  Andrew March
                                                                  Paul Hopkins
                                                                  Richard Vietor

                                                                  APPOINT:                           I       yes     for    for
                                                                  Deloitte as auditors


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
President of Kayne Anderson Energy Total Return Fund, Inc.
(Signature & Title)
Date: August 22, 2007