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