nvcsr
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21750
Kayne Anderson Energy Total Return Fund, Inc.
(Exact name of registrant as specified in charter)
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1800 Avenue of the Stars, Second Floor, Los Angeles, California
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90067 |
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(Address of principal executive offices)
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(Zip code) |
David Shladovsky, Esq.
KA Fund Advisors, LLC, 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067
(Name and address of agent for service)
Registrants telephone number, including area code: (310) 556-2721
Date of fiscal year end: November 30, 2007
Date of reporting period: November 30, 2007
Form N-CSR is to be used by management investment companies to file reports with the
Commission not later than 10 days after the transmission to stockholders of any report that is
required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of
1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the
Commission will make this information public. A registrant is not required to respond to the
collection of information contained in Form N-CSR unless the Form displays a currently valid Office
of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of
the information collection burden estimate and any suggestions for reducing the burden to
Secretary, Securities and Exchange
Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection
of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The report of Kayne Anderson Energy Total Return Fund, Inc. (the Registrant) to stockholders
for the year ended November 30, 2007 is attached below.
CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS: This report contains forward-looking
statements as defined under the U.S. federal
securities laws. Generally, the words believe,
expect, intend, estimate,
anticipate, project, will
and similar expressions identify forward-looking statements,
which generally are not historical in nature. Forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to materially differ from the
Funds historical experience and its present expectations
or projections indicated in any forward-looking statement. These
risks include, but are not limited to, changes in economic and
political conditions; regulatory and legal changes; energy
industry risk; commodity pricing risk; leverage risk; valuation
risk; non-diversification risk; interest rate risk; tax risk;
and other risks discussed in the Funds filings with the
SEC. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. The
Fund undertakes no obligation to update or revise any
forward-looking statements made herein. There is no assurance
that the Funds investment objectives will be attained.
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
January 25, 2008
Dear Fellow Stockholders:
It was a tumultuous year for many of the energy-related sectors
in which we invest, and we are pleased that we were able to
navigate through the volatility and generate very strong
returns. As an example of volatile sector performance, the MLP
equity market showed tremendous strength in the first seven
months of fiscal 2007, generating total returns of 20.3%, while
the last five months of the fiscal year was one of the most
difficult periods in recent memory. Additionally, the extremely
strong performance of equities in the Marine Transportation
sector during the first 11 months of fiscal 2007 was
followed by a sharp downturn in November. In spite of the
correction, the Marine Transportation sector generated total
returns of 58.6% during the year. Canadian Royalty Trust
equities showed several periods of strong performance, but ended
up only 2.7% for the year. Finally, Coal equities improved
substantially from August lows and ended the year up 32.4%.
Volatility in the market has continued in the first quarter of
fiscal 2008, largely the result of weak performance of the
overall equity markets, turbulence in the credit markets and
fears of a global recession. As explained in greater detail
later in this letter, we believe that the fundamentals for our
underlying portfolio remain quite strong.
In light of this volatility, we are very pleased with our
performance during fiscal 2007. One of the measures we employ to
evaluate our performance is Net Asset Value Return, which is
equal to the change in net asset value per share plus the
dividends paid during the period being measured, assuming
reinvestment in our dividend reinvestment program. During fiscal
2007, our Net Asset Value Return was 21.8%. During this period,
our Net Asset Value per share increased from $25.44 to $29.01,
and we paid cash dividends of $1.84 per share. Another measure
of our performance is the Total Market Return, which is equal to
the change in share price plus the dividends paid during the
period, assuming reinvestment in our dividend reinvestment
program. In spite of the turbulence in the overall equity and
closed end fund markets, our Total Market Return was 10.2%
during fiscal 2007.
Investments in equity securities were 87% of the Funds
long-term investments and fixed income investments comprised the
remaining 13%. The Funds long-term investments were
categorized as follows: MLPs and MLP Affiliates (42%), Canadian
Royalty Trusts (19%), Marine Transportation (19%), Coal
Companies (5%) and U.S. Royalty Trusts and Other Energy
Companies (15%).
Market
Overview
One of the benefits of our portfolio is the diversification
provided by investing in multiple energy-related sectors. This
was demonstrated during fiscal 2007 as the total returns varied
significantly by sector.
During the first seven months of fiscal 2007, the MLP equity
markets (as measured by the Citigroup MLP Index, a market
capitalization weighted index of 47 energy-related MLPs) had a
total return of 20.3%. The MLP equity market declined
substantially from its peak in mid-July, which resulted in a
negative 8.3% total return for the Citigroup MLP Index for the
last five months of fiscal 2007. In spite of the volatility in
unit price performance, operating performance of the underlying
portfolio companies was very strong throughout the year. The
constituents in the Citigroup MLP Index increased distributions
during the fiscal year by a weighted average of 11.3%. The
sectors with the strongest distribution growth were the General
Partner MLP sector and the Upstream MLP sector, which increased
distributions by an average of 20.3% and 23.7%, respectively.
During fiscal 2007, 48 of the 68 energy-related MLPs had
distribution increases of 5% or more and 30 of those MLPs had
distribution increases of greater than 10%.
There are numerous factors that we believe contributed to the
decline in the unit prices of MLPs during the last five months
of fiscal 2007, but virtually all are related directly or
indirectly to credit market woes and declines in broader capital
markets. The MLP equity market underperformed the broader equity
market during this period, in part because MLPs experienced
selling pressure that we believe was the result of
multi-strategy hedge funds that liquidated MLP holdings in order
to fund margin calls or to rotate into other sectors, as well as
selling by retail investors. We also believe that some dedicated
MLP funds contributed to the volatility in the sector during
this period.
1
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
LETTER TO STOCKHOLDERS (CONTINUED)
The Canadian Royalty Trust sector performed well through
mid-year, but was impacted beginning in August by broader market
declines, declining natural gas prices and worldwide credit
worries. After stock prices recovered in September and October,
stock prices weakened again in November as the Alberta
government approved substantial increases in oil and gas royalty
rates and there were renewed concerns about high storage levels
for natural gas. The changes to the royalty rates have drawn
great protest from Canadian oil and gas producers and even
caused EnCana Corporation, which is one of the largest producers
in Canada, to threaten to reduce capital expenditures in Alberta
by $1 billion. As a result of increasing pressure on
operating costs, as well as the concerns relating to the ability
to raise additional equity capital as a result of the
prospective change in the taxation of royalty trusts, we saw
significant consolidation in the sector during fiscal 2007, with
five significant mergers being announced or completed. For
fiscal 2007, we calculated that a market-weighted composite of
36 Canadian Royalty Trusts had a total return of 2.7%.
The Marine Transportation sector, which comprised 19% of
long-term investments at fiscal year end, was sharply higher for
the year. We calculated that the total return of a
market-weighted composite of 33 Marine Transportation companies
was 58.6% for fiscal 2007. This performance was largely
attributable to the stock price performance of the dry bulk
segment, which was driven by a 135% increase during fiscal 2007
in the Baltic Dry Index (which is an index that tracks dry bulk
shipping rates) as a result of solid demand growth for the
transportation of dry bulk commodities relative to vessel
supply. Stock prices of dry bulk companies began to give back
some of their gains in November; the Marine Transportation index
declined by 9.9% during the month.
While only a small portion of our portfolio, the Coal sector had
strong performance during fiscal 2007. Central Appalachian coal
prices strengthened throughout the year. Much of this increase
was driven by higher coal exports, which were up 14.0% for 2007
versus 2006 as a result of strong international demand and a
weaker U.S. dollar. We calculated that a market-weighted
composite of nine coal companies had a total return of 32.4% for
fiscal 2007.
2008
Outlook
We expect the MLP equity market to continue to face challenges
during the first half of 2008, as concerns remain over the
impact of a recession, continued credit market woes and the
continued need of MLPs to access the market for capital to fund
growth.
We believe that third-party acquisition activity will continue
to drive distribution growth in 2008, but that third-party
acquisition activity will be at a lower level than 2007. We
believe that after a short transition period, M&A multiples
will decline to reflect the higher cost of capital. As a result,
the accretive nature of the acquisitions will remain intact.
Continuing a trend we saw in 2007, we think distribution growth
will increasingly be driven by drop-down acquisitions
(transactions where the general partner sells assets to the MLP)
and internal growth projects. There has been a significant
increase in the number of announced internal growth projects,
which consist of expanding existing assets and constructing new
assets. These opportunities typically have much higher expected
returns (or lower multiples) than third-party acquisitions. We
believe that MLPs will spend more than $10 billion on
drop-down acquisitions and internal growth projects in 2008. As
a result, we expect that distribution increases will be
consistent with the double digit growth rates experienced in the
past three years. While the ability to finance these projects
may be more of an issue in 2008 than in 2007, we believe this
provides us a greater opportunity to provide financing solutions
to MLPs on a privately negotiated basis.
We believe that the total return prospects for Canadian Royalty
Trusts are good, but that returns will vary substantially from
trust to trust. As a result, we believe that stock selection
will continue to be an important factor in generating strong
returns in this sector. Canadian Royalty Trusts have been and
will continue to be impacted by the prospect of weaker natural
gas prices, higher royalties in Alberta and a relatively strong
Canadian dollar that has mitigated the impact of higher oil
prices and reduced drilling activity. While the risk remains
that cash distributions will be reduced for some trusts as a
result of these negative factors, we believe much of this risk
is reflected in the lower prices of trusts compared to mid-year
2007. Some of this risk will be offset by a lower dependence
upon acquisition activity and an increasing percentage of
capital programs that are funded from internally generated cash
2
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
LETTER TO STOCKHOLDERS (CONTINUED)
flow. We believe there could be significant upside with an
upturn in realized natural gas prices or with any relief from
the prospective taxation of the Canadian Royalty Trusts as
corporations.
We continue to believe that the Marine Transportation sector has
attractive long-term prospects, because it will continue to
benefit from increasing global trade and economic growth. In the
near term, we expect continued volatility in charter rates due
to near-term uncertainty as to whether demand growth can absorb
expected increases in shipping capacity and the impact of a
potential recession in the United States on the global economy.
In fact, these concerns have been reflected in stock price
performance during the first quarter of fiscal 2008 and the
Baltic Dry Index, which fell 43.4% from November 30, 2007
to January 25, 2008. This variability will continue to
result in more volatile share price performance and dividends
than in our other segments. To mitigate this, we will continue
to focus our investments in companies that offer intermediate
and long-term contracts that support attractive yields.
We expect that stock prices for Coal companies will remain
strong as higher international coal prices, a weaker
U.S. dollar and strong pricing for thermal coal deliveries
into Europe drive domestic coal prices higher. We remain very
positive on the long-term prospects for coal due to its abundant
domestic supply and cost advantages relative to other energy
sources.
Fiscal
2007 Financial Highlights
MLP equity securities, which are generally treated as
partnerships for federal income tax purposes, comprised 24.3% of
our total assets as of November 30, 2007. As a limited
partner in the MLPs, we are allocated our pro rata share of the
MLPs taxable income. During fiscal 2007, we estimated that
90% of the MLP distributions received will be treated as a
return of capital for tax purposes. Some of our non-MLP equity
investments also have dividends or distributions that are
treated as a return of capital, in percentages that range
between 3% and 100%. For financial reporting purposes, we
reflect our dividends and distributions net of the return of
capital portion. As a result, only a portion of the cash
dividends and distributions received from MLPs and non-MLP
equity investments are included in investment income. The
portion of the distributions and dividends we received that are
treated as a return of capital are reflected as a reduction in
the cost basis of our portfolio securities, which has the effect
of increasing realized and unrealized gains by that same amount.
During fiscal 2007, the Fund had a net increase in net assets
resulting from operations of $189.1 million. The components
of this increase are (i) net investment income of
$34.8 million, (ii) net realized gains of
$38.5 million and (iii) net change in unrealized gains
of $115.8 million.
During fiscal 2007, our net investment income was
$34.8 million. This consisted of gross dividends and
distributions of $67.1 million, or $38.4 million of
net dividends and distributions after the deduction of
$24.7 million of cash dividends and distributions received
by us that were treated as a return of capital and after
$4.0 million of foreign taxes. Interest income on fixed
income investments and repurchase agreements was
$15.0 million. Expenses were $18.6 million, including
$14.4 million of investment management fees (net of fee
waivers). Investment management fees (net of fee waivers) were
equal to an annual rate of 1.19% of total average assets.
Net realized gains during fiscal 2007 were $38.5 million,
consisting of realized gains on investments of
$34.4 million, losses of $0.1 million on foreign
currency transactions, gains on options written of
$3.0 million, and $1.2 million of gains pursuant to
interest rate swap contracts.
Net change in unrealized gains during fiscal 2007 was
$115.8 million, consisting of unrealized gains on
investments of $122.3 million offset by a decrease in the
mark-to-market value of the interest rate swap contracts of
$6.0 million and unrealized losses on options written of
$0.5 million.
During fiscal 2007, we paid four quarterly dividends to our
common stockholders, which totaled $1.84 per share. On
January 11, 2008, we paid a dividend of $0.49 per share to
stockholders of record on December 31, 2007. The payment of
this dividend represents our seventh dividend increase and a
20.6% increase from our initial quarterly dividend paid on
October 14, 2005. Management intends to continue paying
quarterly dividends and
3
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
LETTER TO STOCKHOLDERS (CONCLUDED)
expects to increase its dividends to the extent permitted by
increases in the dividends and distributions from the
Funds portfolio investments.
We look forward to continuing to execute on our business plan of
achieving high total returns by investing in MLPs, Royalty
Trusts and Other Energy Companies. We invite you to visit our
website at www.kaynefunds.com for the latest updates.
Sincerely,
Kevin S. McCarthy
Chairman of the Board of Directors,
President and Chief Executive Officer
4
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOVEMBER 30, 2007
(UNAUDITED)
Portfolio
Investments, by Category
Top 10
Holdings, by Issuer
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Percent of Total
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Holding
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Sector
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Investments
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1. Kinder
Morgan Management, LLC
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MLP
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11.3
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%
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2. Plains
All American Pipeline, L.P.
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MLP
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5.6
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3. Enterprise
Products Partners L.P.
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MLP
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3.8
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4. Enbridge
Energy Management, L.L.C.
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MLP
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3.0
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5. Crescent
Point Energy Trust
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Canadian Royalty Trust
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2.6
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6. Genco
Shipping & Trading Limited
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Marine Transportation
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2.6
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7. Quintana
Maritime Limited
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Marine Transportation
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2.5
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8. Eagle
Bulk Shipping Inc.
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Marine Transportation
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2.3
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9. Seaspan
Corporation
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Marine Transportation
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1.9
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10. Enerplus
Resources Fund
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Canadian Royalty Trust
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1.8
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5
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
FOR THE
FISCAL YEAR ENDED NOVEMBER 30, 2007
This discussion contains forward looking statements and good
faith estimates. The reader is referred to the disclosure on
such matters at the beginning of this annual report.
Overview
Kayne Anderson Energy Total Return Fund, Inc. (the
Fund) is a non-diversified, closed-end fund with an
investment objective to obtain a high total return with an
emphasis on current income by investing primarily in securities
of companies engaged in the energy industry. The Funds
investments include master limited partnerships and limited
liability companies taxed as partnerships (MLPs),
MLP affiliates, U.S. and Canadian royalty trusts and income
trusts (collectively, royalty trusts), marine
transportation companies, and other companies that derive at
least 50% of their revenues from operating assets used in, or
providing energy-related services for, the exploration,
development, production, gathering, transportation, processing,
storing, refining, distribution, mining or marketing of natural
gas, natural gas liquids (including propane), crude oil, refined
petroleum products or coal. It is the Funds intention to
be treated as and to qualify each year for special tax treatment
afforded a Regulated Investment Company under Subchapter M
of the Internal Revenue Code. As long as the Fund meets certain
requirements that govern its source of income, diversification
of assets and timely distribution of earnings to stockholders,
the Fund will not be subject to U.S. federal income tax.
During the fiscal year ended November 30, 2007, the
Funds investments, as well as additional capital from the
Funds revolving credit line, increased the long-term
investments of the Fund to $1.3 billion at
November 30, 2007 compared to $1.1 billion at
November 30, 2006. At November 30, 2007, equity and
fixed income investments were 87% and 13%, respectively, of the
Funds long-term investments. At November 30, 2007,
the Funds long-term investments were as follows:
Long-term
Investments
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Amount
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Percentage
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Category
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($ in 000s)
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of Total
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Equity
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MLP & MLP Affiliates
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$
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544,134
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42
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.4%
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Canadian Royalty Trust
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227,761
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17
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.7
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Marine Transportation
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230,960
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18
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.0
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Coal
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62,497
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4
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.9
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U.S. Royalty Trust
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51,622
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4
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.0
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Fixed Income
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166,365
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13
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.0
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Total
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$
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1,283,339
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100
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.0%
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MLP equity securities, which are generally treated as
partnerships for federal income tax purposes, comprised 25% of
the Funds long-term investments as of November 30,
2007. As a limited partner in the MLPs, the Fund is allocated
its pro rata share of the MLPs taxable income. During the
fiscal year ended November 30, 2007, the Fund estimated
that 90% of the MLP distributions received would be treated as a
return of capital for tax purposes. During fiscal 2007, certain
of the Funds royalty trusts and marine transportation
companies had dividends or distributions that were estimated to
be a return of capital for tax purposes. For financial reporting
purposes, the Fund reflects its dividends and distributions net
of the return of capital portion. As a result, only 10% of the
cash distributions from MLPs received during the fiscal period
and only a portion of the dividends and distributions received
from certain non-MLP equity investments are included in
investment income. The portion of the distributions and
dividends that we received that are treated as a return of
capital are reflected as a reduction in the cost basis of the
Funds portfolio securities, which has the effect of
increasing realized and unrealized gains by that same amount.
6
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
MANAGEMENT DISCUSSION (CONCLUDED)
Performance
Review
One of the measures we employ to evaluate our performance is Net
Asset Value Return, which is equal to the change in net asset
value per share plus the dividends paid during the period being
measured, assuming reinvestment at prices obtained through our
dividend reinvestment program. During fiscal 2007, our Net Asset
Value Return was 21.8%. During this period, our net asset value
per share increased by $3.57, or 14.0%, from $25.44 at
November 30, 2006 to $29.01 at November 30, 2007.
Another measure of our performance is the Total Market Return,
which is equal to the change in share price plus the dividends
paid during the period, assuming reinvestment in our dividend
reinvestment program. In spite of the turbulence in the overall
equity and closed end fund markets, our Total Market Return was
10.2% during fiscal 2007.
The Fund paid quarterly dividends totaling $1.84 per share to
its common stockholders during fiscal 2007.
Financial
Review
During the fiscal year ended November 30, 2007, the Fund
had a net increase in net assets resulting from operations of
$189.1 million before dividends to preferred stockholders
of $16.1 million. The components of this increase are
(i) net investment income of $34.8 million,
(ii) net realized gains of $38.5 million, and
(iii) net change in unrealized gains of $115.8 million.
The Fund earned net investment income of $34.8 million
during fiscal 2007. This consisted of net dividends and
distributions of $38.4 million (net of $4.0 million of
foreign taxes), which was after the deduction of
$24.7 million of cash dividends and distributions received
by the Fund that were treated as a return of capital. Interest
income on repurchase agreements and fixed income investments was
$15.0 million. Expenses were $18.6 million, including
$14.4 million of investment management fees (net of fee
waivers).
Net realized gains during fiscal 2007 were $38.5 million,
consisting of realized gains on investments of
$34.4 million, gains on options of $3.0 million, gains
of $1.2 million from payments pursuant to interest rate
swap contracts and losses of $0.1 million on foreign
currency transactions.
Net change in unrealized gains during fiscal 2007 was
$115.8 million, consisting of unrealized gains on
investments of $122.3 million, offset by losses on options
of $0.5 million and a decrease in the mark-to-market value
of the interest rate swap contracts of $6.0 million. To
partially hedge itself against interest rate risk, the Fund had
entered into interest rate swap contracts with a notional value
of $210 million. At November 30, 2007, these contracts
had a weighted average fixed rate of 4.67% and a weighted
average duration of 4.3 years.
Recent
Events
On December 6, 2007 and January 22, 2008, the Fund
entered into two additional interest rate swap agreements with a
notional value of $25 million and $30 million, at a
fixed interest rate of 3.85% and 3.20%, respectively. Each of
these interest rate swap agreements has a maturity of three
years. Under the agreements, the Fund receives floating rate of
interest and pays a fixed rate of interest on the notional value
of the swaps.
On January 11, 2008, the Fund paid a dividend to its common
stockholders in the amount of $0.49 per share, for a total of
$15.8 million. Pursuant to the Funds dividend
reinvestment plan, $5.4 million was reinvested, consisting
of 209,275 shares of common stock that were purchased in the
open market to satisfy such reinvestment plan.
7
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOVEMBER 30, 2007
(amounts in 000s)
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No. of
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Description
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Shares/Units
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Value
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Long-Term Investments 137.3%
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Equity Investments(a) 119.5%
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United States 95.1%
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MLP(b)(c) 54.3%
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Atlas Energy Resources, LLC
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41
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$
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1,324
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Atlas Energy Resources, LLC Unregistered(d)
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261
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7,798
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Atlas Pipeline Partners, L.P.
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170
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7,637
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BreitBurn Energy Partners L.P. Unregistered(d)
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306
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8,093
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Buckeye Partners, L.P.
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50
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2,403
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Calumet Specialty Products Partners, L.P.
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234
|
|
|
|
8,646
|
|
Capital Product Partners L.P.(e)
|
|
|
329
|
|
|
|
8,135
|
|
Constellation Energy Partners LLC Unregistered(d)
|
|
|
65
|
|
|
|
2,184
|
|
Copano Energy, L.L.C.
|
|
|
32
|
|
|
|
1,232
|
|
Crosstex Energy, L.P.
|
|
|
104
|
|
|
|
3,497
|
|
Crosstex Energy, L.P. Class C Senior
Subordinated Units(d)(f)
|
|
|
356
|
|
|
|
11,657
|
|
DCP Midstream Partners, LP
|
|
|
79
|
|
|
|
3,210
|
|
Eagle Rock Energy Partners, L.P.
|
|
|
46
|
|
|
|
972
|
|
Enbridge Energy Management, L.L.C.(e)(g)
|
|
|
735
|
|
|
|
38,033
|
|
Encore Energy Partners LP
|
|
|
84
|
|
|
|
1,696
|
|
Energy Transfer Partners, L.P.
|
|
|
118
|
|
|
|
6,087
|
|
Enterprise Products Partners L.P.
|
|
|
1,564
|
|
|
|
48,882
|
|
Exterran Partners, L.P.
|
|
|
166
|
|
|
|
5,779
|
|
Exterran Partners, L.P. Unregistered(d)
|
|
|
54
|
|
|
|
1,852
|
|
Ferrellgas Partners, L.P.
|
|
|
34
|
|
|
|
786
|
|
Global Partners LP
|
|
|
149
|
|
|
|
4,104
|
|
Hiland Partners, LP
|
|
|
58
|
|
|
|
2,769
|
|
Holly Energy Partners, L.P.
|
|
|
93
|
|
|
|
4,032
|
|
Inergy, L.P.
|
|
|
172
|
|
|
|
5,557
|
|
K-Sea Transportation Partners L.P.
|
|
|
39
|
|
|
|
1,445
|
|
Kinder Morgan Management, LLC(e)(g)
|
|
|
2,897
|
|
|
|
145,013
|
|
Legacy Reserves LP
|
|
|
59
|
|
|
|
1,269
|
|
Magellan Midstream Partners, L.P.
|
|
|
255
|
|
|
|
11,177
|
|
MarkWest Energy Partners, L.P.
|
|
|
57
|
|
|
|
1,881
|
|
Martin Midstream Partners L.P.
|
|
|
231
|
|
|
|
8,876
|
|
Natural Resource Partners L.P.
|
|
|
97
|
|
|
|
3,121
|
|
NuStar Energy L.P.
|
|
|
81
|
|
|
|
4,571
|
|
ONEOK Partners, L.P.
|
|
|
204
|
|
|
|
12,278
|
|
OSG America L.P.(f)
|
|
|
90
|
|
|
|
1,682
|
|
Penn Virginia Resource Partners, L.P.
|
|
|
141
|
|
|
|
3,691
|
|
See accompanying notes to financial statements.
8
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
SCHEDULE OF
INVESTMENTS (CONTINUED)
NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
No. of
|
|
|
Description
|
|
Shares/Units
|
|
Value
|
|
MLP(b)(c) (Continued)
|
|
|
|
|
|
|
|
|
Plains All American Pipeline, L.P.
|
|
|
1,387
|
|
|
$
|
72,502
|
|
Regency Energy Partners LP
|
|
|
296
|
|
|
|
9,122
|
|
SemGroup Energy Partners, L.P.
|
|
|
115
|
|
|
|
3,077
|
|
Spectra Energy Partners, LP
|
|
|
22
|
|
|
|
557
|
|
Sunoco Logistics Partners L.P.
|
|
|
118
|
|
|
|
5,908
|
|
Targa Resources Partners LP
|
|
|
111
|
|
|
|
3,158
|
|
TC PipeLines, LP
|
|
|
342
|
|
|
|
12,645
|
|
Teekay LNG Partners L.P.
|
|
|
91
|
|
|
|
2,705
|
|
Teekay Offshore Partners L.P.(e)
|
|
|
347
|
|
|
|
8,925
|
|
TEPPCO Partners, L.P.
|
|
|
129
|
|
|
|
5,132
|
|
Williams Partners L.P.
|
|
|
63
|
|
|
|
2,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
507,675
|
|
|
|
|
|
|
|
|
|
|
MLP Affiliates(c) 3.9%
|
|
|
|
|
|
|
|
|
Atlas America, Inc.
|
|
|
161
|
|
|
|
9,127
|
|
Atlas Pipeline Holdings, L.P.(h)
|
|
|
10
|
|
|
|
329
|
|
Crosstex Energy, Inc.
|
|
|
426
|
|
|
|
15,289
|
|
Energy Transfer Equity, L.P.(h)
|
|
|
179
|
|
|
|
6,190
|
|
Hiland Holdings GP, LP(h)
|
|
|
66
|
|
|
|
1,690
|
|
MarkWest Hydrocarbon, Inc.(i)
|
|
|
63
|
|
|
|
3,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,459
|
|
|
|
|
|
|
|
|
|
|
Marine Transportation 24.7%
|
|
|
|
|
|
|
|
|
Aries Maritime Transport Limited
|
|
|
1,192
|
|
|
|
8,226
|
|
Arlington Tankers Ltd.
|
|
|
758
|
|
|
|
16,259
|
|
Danaos Corporation
|
|
|
182
|
|
|
|
5,555
|
|
Diana Shipping Inc.
|
|
|
370
|
|
|
|
13,105
|
|
Double Hull Tankers, Inc.
|
|
|
1,450
|
|
|
|
19,230
|
|
Eagle Bulk Shipping Inc.
|
|
|
1,037
|
|
|
|
29,665
|
|
Euroseas Ltd.
|
|
|
129
|
|
|
|
1,963
|
|
Genco Shipping & Trading Limited
|
|
|
520
|
|
|
|
32,925
|
|
General Maritime Corporation
|
|
|
245
|
|
|
|
6,552
|
|
OceanFreight, Inc.
|
|
|
538
|
|
|
|
11,769
|
|
Omega Navigation Enterprises, Inc.
|
|
|
1,059
|
|
|
|
18,467
|
|
Paragon Shipping Inc.
|
|
|
92
|
|
|
|
1,877
|
|
Quintana Maritime Limited
|
|
|
1,222
|
|
|
|
32,431
|
|
Seaspan Corporation
|
|
|
880
|
|
|
|
24,683
|
|
Ship Finance International Limited
|
|
|
324
|
|
|
|
8,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
230,960
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
9
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
SCHEDULE OF
INVESTMENTS (CONTINUED)
NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
No. of
|
|
|
Description
|
|
Shares/Units
|
|
Value
|
|
Coal 6.7%
|
|
|
|
|
|
|
|
|
Alpha Natural Resources, Inc.(i)
|
|
|
267
|
|
|
$
|
7,509
|
|
Arch Coal, Inc.(i)
|
|
|
507
|
|
|
|
19,191
|
|
CONSOL Energy Inc.(i)
|
|
|
187
|
|
|
|
11,068
|
|
Foundation Coal Holdings, Inc.
|
|
|
327
|
|
|
|
14,836
|
|
Peabody Energy Corporation(i)
|
|
|
178
|
|
|
|
9,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,497
|
|
|
|
|
|
|
|
|
|
|
Royalty Trust 5.5%
|
|
|
|
|
|
|
|
|
Cross Timbers Royalty Trust
|
|
|
109
|
|
|
|
4,363
|
|
Hugoton Royalty Trust
|
|
|
396
|
|
|
|
9,117
|
|
MV Oil Trust
|
|
|
648
|
|
|
|
15,290
|
|
Permian Basin Royalty Trust
|
|
|
807
|
|
|
|
12,230
|
|
San Juan Basin Royalty Trust
|
|
|
308
|
|
|
|
10,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,622
|
|
|
|
|
|
|
|
|
|
|
Total United States (Cost $689,482)
|
|
|
|
|
|
|
889,213
|
|
|
|
|
|
|
|
|
|
|
Canada 24.4%
|
|
|
|
|
|
|
|
|
Royalty Trust 24.4%
|
|
|
|
|
|
|
|
|
ARC Energy Trust
|
|
|
1,223
|
|
|
|
23,267
|
|
Baytex Energy Trust
|
|
|
756
|
|
|
|
14,211
|
|
Bonavista Energy Trust
|
|
|
824
|
|
|
|
21,694
|
|
Bonterra Energy Income Trust
|
|
|
38
|
|
|
|
960
|
|
Canetic Resources Trust
|
|
|
1,311
|
|
|
|
17,775
|
|
Crescent Point Energy Trust
|
|
|
1,420
|
|
|
|
33,654
|
|
Enerplus Resources Fund
|
|
|
574
|
|
|
|
23,442
|
|
Fairborne Energy Trust
|
|
|
891
|
|
|
|
5,000
|
|
Focus Energy Trust
|
|
|
647
|
|
|
|
10,431
|
|
Fording Canadian Coal Trust
|
|
|
188
|
|
|
|
6,422
|
|
Harvest Energy Trust
|
|
|
302
|
|
|
|
6,470
|
|
NAL Oil & Gas Trust
|
|
|
929
|
|
|
|
10,866
|
|
Penn West Energy Trust
|
|
|
497
|
|
|
|
13,196
|
|
Peyto Energy Trust
|
|
|
500
|
|
|
|
8,390
|
|
Progress Energy Trust
|
|
|
759
|
|
|
|
8,234
|
|
Vermilion Energy Trust
|
|
|
467
|
|
|
|
16,625
|
|
Zargon Energy Trust
|
|
|
311
|
|
|
|
7,124
|
|
|
|
|
|
|
|
|
|
|
Total Canada (Cost $234,083)
|
|
|
|
|
|
|
227,761
|
|
|
|
|
|
|
|
|
|
|
Total Equity Investments (Cost $923,565)
|
|
|
|
|
|
|
1,116,974
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
10
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
SCHEDULE OF
INVESTMENTS (CONTINUED)
NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
Maturity
|
|
|
Principal
|
|
|
|
|
|
|
Rate
|
|
|
Date
|
|
|
Amount
|
|
|
Value
|
|
|
Fixed Income Investments 17.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States 15.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal 0.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Massey Energy Company
|
|
|
6.875
|
%
|
|
|
12/15/13
|
|
|
$
|
2,000
|
|
|
$
|
1,890
|
|
Peabody Energy Corporation(j)
|
|
|
4.750
|
|
|
|
12/15/66
|
|
|
|
4,000
|
|
|
|
4,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marine Transportation 1.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Navios Maritime Holdings, Inc.
|
|
|
9.500
|
|
|
|
12/15/14
|
|
|
|
10,500
|
|
|
|
10,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream 2.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SemGroup, L.P.
|
|
|
8.750
|
|
|
|
11/15/15
|
|
|
|
10,065
|
|
|
|
9,612
|
|
Targa Resources, Inc.
|
|
|
8.500
|
|
|
|
11/01/13
|
|
|
|
15,500
|
|
|
|
15,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oilfield Services 1.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allis-Chalmers Energy Inc.
|
|
|
9.000
|
|
|
|
1/15/14
|
|
|
|
8,870
|
|
|
|
8,870
|
|
Dresser, Inc.
|
|
|
(k)
|
|
|
|
5/04/15
|
|
|
|
5,000
|
|
|
|
4,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream 7.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATP Oil & Gas Corporation
|
|
|
(l)
|
|
|
|
4/14/10
|
|
|
|
11,371
|
|
|
|
11,257
|
|
Beryl Oil and Gas LP
|
|
|
(m)
|
|
|
|
7/14/11
|
|
|
|
3,866
|
|
|
|
3,808
|
|
Carrizo Oil & Gas, Inc.
|
|
|
(n)
|
|
|
|
7/21/10
|
|
|
|
19,901
|
|
|
|
19,851
|
|
CDX Funding, LLC
|
|
|
(o)
|
|
|
|
3/31/13
|
|
|
|
8,750
|
|
|
|
8,356
|
|
Mariner Energy, Inc.
|
|
|
8.000
|
|
|
|
5/15/17
|
|
|
|
3,000
|
|
|
|
2,835
|
|
Mariner Energy, Inc.
|
|
|
7.500
|
|
|
|
4/15/13
|
|
|
|
9,000
|
|
|
|
8,550
|
|
Parallel Petroleum Corporation
|
|
|
10.250
|
|
|
|
8/01/14
|
|
|
|
6,500
|
|
|
|
6,468
|
|
Petrohawk Energy Corporation
|
|
|
9.125
|
|
|
|
7/15/13
|
|
|
|
9,500
|
|
|
|
9,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Energy 1.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dynegy Holdings, Inc.
|
|
|
7.750
|
|
|
|
6/01/19
|
|
|
|
2,000
|
|
|
|
1,800
|
|
Dynegy Holdings, Inc.
|
|
|
7.500
|
|
|
|
6/01/15
|
|
|
|
3,000
|
|
|
|
2,760
|
|
Energy Future Holdings Corp.
|
|
|
10.250
|
|
|
|
11/01/15
|
|
|
|
5,000
|
|
|
|
4,813
|
|
Energy Future Holdings Corp.
|
|
|
(p)
|
|
|
|
10/10/14
|
|
|
|
7,500
|
|
|
|
7,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States (Cost $145,381)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada 2.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty Trust 1.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harvest Operations Corp.
|
|
|
7.875
|
|
|
|
10/15/11
|
|
|
|
11,500
|
|
|
|
10,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Energy 1.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTI Canada Inc.
|
|
|
8.250
|
|
|
|
12/15/14
|
|
|
|
12,000
|
|
|
|
11,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Canada (Cost $24,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fixed Income Investments (Cost $169,381)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Investments (Cost $1,092,946)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,283,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investment 0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement 0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bear, Stearns & Co. Inc. (Agreement dated 11/30/2007
to be repurchased at $916), collateralized by $944 in U.S.
Treasury Bonds (Cost $915)
|
|
|
3.150
|
|
|
|
12/03/07
|
|
|
|
|
|
|
|
915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 137.4% (Cost $1,093,861)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,284,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
11
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
SCHEDULE OF
INVESTMENTS (CONTINUED)
NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
No. of
|
|
|
|
|
Description
|
|
Contracts
|
|
|
Value
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Call Option Contracts Written(q)
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
|
Coal
|
|
|
|
|
|
|
|
|
Alpha Natural Resources, Inc., call option expiring 12/22/2007 @
$25.00
|
|
|
1,000
|
|
|
$
|
(350
|
)
|
Arch Coal, Inc., call option expiring 12/22/2007 @ $35.00
|
|
|
1,000
|
|
|
|
(380
|
)
|
CONSOL Energy, Inc., call option expiring 12/22/2007 @ $50.00
|
|
|
1,000
|
|
|
|
(910
|
)
|
Peabody Energy Corporation, call option expiring 12/22/2007 @
$55.00
|
|
|
1,000
|
|
|
|
(210
|
)
|
|
|
|
|
|
|
|
|
|
Total Call Option Contracts Written (Premiums received
$847)
|
|
|
|
|
|
|
(1,850
|
)
|
|
|
|
|
|
|
|
|
|
Revolving Credit Line
|
|
|
|
|
|
|
(41,000
|
)
|
Unrealized Depreciation on Interest Rate Swap Contracts
|
|
|
|
|
|
|
(5,312
|
)
|
Other Liabilities
|
|
|
|
|
|
|
(15,943
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
|
|
|
|
(64,105
|
)
|
Other Assets
|
|
|
|
|
|
|
14,285
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities in Excess of Other Assets
|
|
|
|
|
|
|
(49,820
|
)
|
Preferred Stock at Redemption Value
|
|
|
|
|
|
|
(300,000
|
)
|
|
|
|
|
|
|
|
|
|
Net Assets Applicable To Common Stockholders
|
|
|
|
|
|
$
|
934,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Unless otherwise noted, equity investments are common
units/common shares. |
|
(b) |
|
Unless otherwise noted, securities are treated as a publicly
traded partnership for regulated investment company
(RIC) qualification purposes. To qualify as a RIC
for tax purposes, the Fund may directly invest up to 25% of its
total assets in equity and debt securities of entities treated
as publicly traded partnerships. Although the Fund had 33.8% of
its net assets invested in securities treated as publicly traded
partnerships at November 30, 2007, the Fund had less than
25% of its total assets invested in these securities. It is the
Funds intention to be treated as a RIC for tax purposes. |
|
(c) |
|
Includes Limited Liability Companies. |
|
(d) |
|
Fair valued and restricted security. (See Notes 2 and 5). |
|
(e) |
|
Security is not treated as a publicly-traded partnership for RIC
qualification purposes. |
|
(f) |
|
Security is currently not paying cash distributions but is
expected to pay cash distributions or convert to securities
which pay cash distributions within the next 12 months. |
|
(g) |
|
Distributions are
paid-in-kind. |
|
(h) |
|
Security is treated as a publicly-traded partnership for RIC
qualification purposes. |
|
(i) |
|
Security or a portion thereof is segregated as collateral on
option contracts written or interest rate swap contracts. |
|
(j) |
|
Convertible security. |
|
(k) |
|
Floating rate senior secured second lien term loan. Security
pays interest at a rate of LIBOR + 575 basis points (11.13%
as of November 30, 2007). |
See accompanying notes to financial statements.
12
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
SCHEDULE OF
INVESTMENTS (CONCLUDED)
NOVEMBER 30,
2007
|
|
|
(l) |
|
Floating rate senior secured first lien term loan. Security pays
interest at a rate of LIBOR + 350 basis points (8.30% as of
November 30, 2007). |
|
(m) |
|
Floating rate senior secured first lien term loan. Security pays
interest at a rate of LIBOR + 400 basis points (9.70% as of
November 30, 2007). |
|
(n) |
|
Floating rate senior secured second lien credit facility.
Security pays interest at a rate of LIBOR + 475 basis
points (9.95% as of November 30, 2007). |
|
(o) |
|
Floating rate senior secured second lien term loan. Security
pays interest at a rate of LIBOR + 625 basis points (11.39%
as of November 30, 2007). |
|
(p) |
|
Floating rate senior secured first lien term loan. Security pays
interest at a rate of LIBOR + 350 basis points (8.40% as of
November 30, 2007). |
|
(q) |
|
Security is non-income producing. |
See accompanying notes to financial statements.
13
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
STATEMENT
OF ASSETS AND LIABILITIES
NOVEMBER 30, 2007
(amounts in 000s, except share and per share
amounts)
|
|
|
|
|
ASSETS
|
Investments, at fair value (Cost $1,092,946)
|
|
$
|
1,283,339
|
|
Repurchase agreement (Cost $915)
|
|
|
915
|
|
|
|
|
|
|
Total investments (Cost $1,093,861)
|
|
|
1,284,254
|
|
Cash denominated in foreign currency (Cost $513)
|
|
|
508
|
|
Deposits with brokers
|
|
|
4,250
|
|
Receivable for securities sold (Cost $3,108)
|
|
|
3,108
|
|
Interest, dividends and distributions receivable
(Cost $6,244)
|
|
|
6,218
|
|
Prepaid expenses
|
|
|
201
|
|
|
|
|
|
|
Total Assets
|
|
|
1,298,539
|
|
|
|
|
|
|
|
LIABILITIES
|
Revolving credit line
|
|
|
41,000
|
|
Payable for securities purchased (Cost $13,787)
|
|
|
13,787
|
|
Investment management fee payable
|
|
|
1,304
|
|
Call option contracts written, at fair value (Premiums
received $847)
|
|
|
1,850
|
|
Accrued directors fees and expenses
|
|
|
52
|
|
Accrued expenses and other liabilities
|
|
|
800
|
|
Unrealized depreciation on interest rate swap contracts
|
|
|
5,312
|
|
|
|
|
|
|
Total Liabilities
|
|
|
64,105
|
|
|
|
|
|
|
PREFERRED STOCK
|
|
|
|
|
Series A, $25,000 liquidation value per share applicable to
4,000 outstanding shares (7,000 shares authorized)
|
|
|
100,000
|
|
Series B, $25,000 liquidation value per share applicable to
4,000 outstanding shares (7,000 shares authorized)
|
|
|
100,000
|
|
Series C, $25,000 liquidation value per share applicable to
4,000 outstanding shares (7,000 shares authorized)
|
|
|
100,000
|
|
|
|
|
|
|
Total Preferred Stock
|
|
|
300,000
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
$
|
934,434
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF
|
|
|
|
|
Common stock, $0.001 par value (32,443,513 shares
issued, 32,205,867 shares outstanding and
199,979,000 shares authorized)
|
|
$
|
32
|
|
Paid-in capital, less distributions in excess of taxable income
|
|
|
764,565
|
|
Accumulated net investment income less distributions not treated
as tax return of capital
|
|
|
(6,819
|
)
|
Accumulated net realized gains less distributions not treated as
tax return of capital
|
|
|
(7,393
|
)
|
Net unrealized gains on investments, foreign currency
translations, options and interest rate swap contracts
|
|
|
184,049
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
$
|
934,434
|
|
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE
|
|
$
|
29.01
|
|
|
|
|
|
|
See accompanying notes to financial statements.
14
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
|
|
INVESTMENT INCOME
|
|
|
|
|
Income
|
|
|
|
|
Dividends and distributions (after foreign taxes withheld of
$3,992)
|
|
$
|
63,125
|
|
Return of capital
|
|
|
(24,706
|
)
|
|
|
|
|
|
Net dividends and distributions
|
|
|
38,419
|
|
Interest
|
|
|
15,003
|
|
|
|
|
|
|
Total Investment Income
|
|
|
53,422
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
Investment management fees
|
|
|
15,294
|
|
Administration fees
|
|
|
690
|
|
Professional fees
|
|
|
401
|
|
Custodian fees
|
|
|
203
|
|
Reports to stockholders
|
|
|
184
|
|
Directors fees
|
|
|
176
|
|
Insurance
|
|
|
173
|
|
Other expenses
|
|
|
519
|
|
|
|
|
|
|
Total Expenses Before Investment Management Fee
Waivers, Interest Expense and Auction Agent Fees
|
|
|
17,640
|
|
Investment management fee waivers
|
|
|
(852
|
)
|
Interest expense
|
|
|
1,087
|
|
Auction agent fees
|
|
|
765
|
|
|
|
|
|
|
Total Expenses
|
|
|
18,640
|
|
|
|
|
|
|
Net Investment Income
|
|
|
34,782
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAINS/(LOSSES)
|
|
|
|
|
Net Realized Gains/(Losses)
|
|
|
|
|
Investments
|
|
|
34,385
|
|
Foreign currency transactions
|
|
|
(66
|
)
|
Options written
|
|
|
3,016
|
|
Interest rate swap contracts
|
|
|
1,170
|
|
|
|
|
|
|
Net Realized Gains
|
|
|
38,505
|
|
|
|
|
|
|
Net Change in Unrealized Gains/(Losses)
|
|
|
|
|
Investments
|
|
|
122,297
|
|
Foreign currency translations
|
|
|
(8
|
)
|
Options written
|
|
|
(548
|
)
|
Interest rate swap contracts
|
|
|
(5,956
|
)
|
|
|
|
|
|
Net Change in Unrealized Gains
|
|
|
115,785
|
|
|
|
|
|
|
Net Realized and Unrealized Gains
|
|
|
154,290
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
189,072
|
|
DIVIDENDS TO PREFERRED STOCKHOLDERS
|
|
|
(16,101
|
)
|
|
|
|
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
RESULTING FROM OPERATIONS
|
|
$
|
172,971
|
|
|
|
|
|
|
See accompanying notes to financial statements.
15
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
APPLICABLE
TO COMMON STOCKHOLDERS
(amounts in 000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended
|
|
|
|
November 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
OPERATIONS
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
34,782
|
|
|
$
|
37,230
|
|
Net realized gains
|
|
|
38,505
|
|
|
|
14,040
|
|
Net change in unrealized gains
|
|
|
115,785
|
|
|
|
60,828
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Resulting from Operations
|
|
|
189,072
|
|
|
|
112,098
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO PREFERRED
STOCKHOLDERS(1)
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(7,254
|
)
|
|
|
(13,721
|
)
|
Dividends from net realized short-term capital gains
|
|
|
(4,653
|
)
|
|
|
|
|
Distributions from net realized long-term capital gains
|
|
|
(4,194
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions to Preferred Stockholders
|
|
|
(16,101
|
)
|
|
|
(13,721
|
)
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO COMMON
STOCKHOLDERS(1)
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(26,509
|
)
|
|
|
(27,243
|
)
|
Dividends from net realized short-term capital gains
|
|
|
(17,004
|
)
|
|
|
(25,762
|
)
|
Distributions from net realized long-term capital gains
|
|
|
(15,329
|
)
|
|
|
|
|
Distributions tax return of capital
|
|
|
|
|
|
|
(1,088
|
)
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions to Common Stockholders
|
|
|
(58,842
|
)
|
|
|
(54,093
|
)
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK TRANSACTIONS
|
|
|
|
|
|
|
|
|
Underwriting discounts and offering expenses associated with the
issuance of common stock
|
|
|
|
|
|
|
165
|
|
Underwriting discounts and offering expenses associated with the
issuance of preferred stock
|
|
|
131
|
|
|
|
(3,508
|
)
|
Common stock purchased under the share repurchase program
(764,275 shares)
|
|
|
|
|
|
|
(17,640
|
)
|
Issuance of 526,629 from treasury shares and 239,513, new shares
of common stock from reinvestment of distributions, respectively
|
|
|
14,111
|
|
|
|
5,799
|
|
|
|
|
|
|
|
|
|
|
Net Increase/(Decrease) in Net Assets Applicable to Common
Stockholders from Capital Stock Transactions
|
|
|
14,242
|
|
|
|
(15,184
|
)
|
|
|
|
|
|
|
|
|
|
Total Increase in Net Assets Applicable to Common
Stockholders
|
|
|
128,371
|
|
|
|
29,100
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
806,063
|
|
|
|
776,963
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
934,434
|
|
|
$
|
806,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The information presented in each of these items is a
characterization of a portion of the total dividends paid to
preferred stockholders and common stockholders for the fiscal
years ended November 30, 2007 and November 30, 2006 as
either dividends (ordinary income) or distributions (long-term
capital gains or return of capital). This characterization is
based on the Funds earnings and profits. |
See accompanying notes to financial statements.
16
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
189,072
|
|
Adjustments to reconcile net increase in net assets resulting
from operations to net cash provided by operating activities:
|
|
|
|
|
Return of capital distributions
|
|
|
24,706
|
|
Realized gains on investments, options and interest rate swap
contracts
|
|
|
(38,571
|
)
|
Unrealized gains (excluding impact on cash of $2 of foreign
currency translations)
|
|
|
(115,783
|
)
|
Amortization of bond premium
|
|
|
436
|
|
Purchase of investments
|
|
|
(706,550
|
)
|
Proceeds from sale of investments
|
|
|
631,131
|
|
Proceeds from short-term investments, net
|
|
|
37,365
|
|
Increase in deposits with brokers
|
|
|
(3,673
|
)
|
Decrease in receivable for securities sold
|
|
|
3,549
|
|
Decrease in interest, dividend and distributions receivables
|
|
|
432
|
|
Decrease in prepaid expenses
|
|
|
73
|
|
Decrease in payable for securities purchased
|
|
|
(2,514
|
)
|
Increase in investment management fee payable
|
|
|
275
|
|
Decrease in option contracts written
|
|
|
(307
|
)
|
Increase in accrued directors fees and expenses
|
|
|
2
|
|
Increase in accrued expenses and other liabilities
|
|
|
63
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities
|
|
|
19,706
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
Proceeds from revolving credit line
|
|
|
41,000
|
|
Underwriting discount and offering expenses associated with the
issuance of shares of common and preferred stock
|
|
|
131
|
|
Cash dividends paid to preferred stockholders
|
|
|
(16,101
|
)
|
Cash dividends and distributions paid to common stockholders
|
|
|
(44,731
|
)
|
|
|
|
|
|
Net Cash Used in Financing Activities
|
|
|
(19,701
|
)
|
|
|
|
|
|
NET INCREASE IN CASH
|
|
|
5
|
|
CASH BEGINNING OF YEAR
|
|
|
503
|
|
|
|
|
|
|
CASH END OF YEAR
|
|
$
|
508
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
Non-cash financing activities not included herein consist of
reinvestment of distributions of $14,111 pursuant to the
Funds dividend reinvestment plan.
During the fiscal year ended November 30, 2007, state taxes
paid were $123 and interest paid was $978.
See accompanying notes to financial statements.
17
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
(amounts in 000s, except share and per share
amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
For the Fiscal
|
|
|
June 28,
2005(1)
|
|
|
|
Year Ended
|
|
|
through
|
|
|
|
November 30,
|
|
|
November 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
Per Share of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
25.44
|
|
|
$
|
24.13
|
|
|
$
|
23.84
|
(2)
|
Income from Investment
Operations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
1.09
|
|
|
|
1.17
|
|
|
|
0.23
|
|
Net realized and unrealized gains
|
|
|
4.82
|
|
|
|
2.34
|
|
|
|
0.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from investment operations
|
|
|
5.91
|
|
|
|
3.51
|
|
|
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Preferred
Stockholders(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(0.23
|
)
|
|
|
(0.44
|
)
|
|
|
|
|
Dividends from net realized short-term capital gains
|
|
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
Distributions from net realized long-term capital gains
|
|
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends/distributions Preferred Stockholders
|
|
|
(0.50
|
)
|
|
|
(0.44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(0.83
|
)
|
|
|
(0.86
|
)
|
|
|
(0.23
|
)
|
Dividends from net realized short-term capital gains
|
|
|
(0.53
|
)
|
|
|
(0.81
|
)
|
|
|
(0.04
|
)
|
Distributions from net realized long-term capital gain
|
|
|
(0.48
|
)
|
|
|
|
|
|
|
|
|
Distributions return of capital
|
|
|
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends/distributions Common Stockholders
|
|
|
(1.84
|
)
|
|
|
(1.70
|
)
|
|
|
(0.27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Stock
Transactions(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of common stock repurchased
|
|
|
|
|
|
|
0.05
|
|
|
|
|
|
Underwriting discounts and offering costs on the issuance of
common and preferred stock
|
|
|
|
|
|
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital stock transactions
|
|
|
|
|
|
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
29.01
|
|
|
$
|
25.44
|
|
|
$
|
24.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per share of common stock, end of period
|
|
$
|
25.79
|
|
|
$
|
25.00
|
|
|
$
|
21.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return based on common stock market
value(4)
|
|
|
10.2
|
%
|
|
|
27.2
|
%
|
|
|
(14.6
|
)%
|
Supplemental Data and
Ratios(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end of period
|
|
$
|
934,434
|
|
|
$
|
806,063
|
|
|
$
|
776,963
|
|
Ratio of expenses to average net assets, including investment
management fee waivers
|
|
|
2.1
|
%
|
|
|
1.8
|
%
|
|
|
1.5
|
%
|
Ratio of expenses to average net assets, excluding investment
management fee waivers
|
|
|
2.2
|
%
|
|
|
2.1
|
%
|
|
|
1.7
|
%
|
Ratio of net investment income to average net assets
|
|
|
3.8
|
%
|
|
|
4.6
|
%
|
|
|
2.3
|
%
|
Net increase in net assets applicable to common stockholders
resulting from operations to average net assets
|
|
|
19.1
|
%
|
|
|
12.3
|
%
|
|
|
2.4
|
%(6)
|
Portfolio turnover rate
|
|
|
52.1
|
%(7)
|
|
|
63.8
|
%(7)
|
|
|
23.2
|
%(7)
|
Auction Rate Preferred Stock, end of period
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
|
|
|
Asset coverage of Auction Rate Preferred Stock
|
|
|
374.0
|
%(8)
|
|
|
368.7
|
%(8)
|
|
|
|
|
Average amount of borrowings outstanding per share of common
stock during the period
|
|
$
|
0.53
|
|
|
$
|
0.08
|
|
|
|
|
|
See accompanying notes to financial statements.
18
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
FINANCIAL HIGHLIGHTS (CONCLUDED)
(amounts in 000s, except share and per share
amounts)
|
|
|
(1) |
|
Commencement of operations. |
|
(2) |
|
Initial public offering price of $25.00 per share less
underwriting discounts of $1.125 per share and offering costs of
$0.04 per share. |
|
(3) |
|
Based on average shares outstanding of 32,036,996; 31,809,344
and 32,204,000, for the fiscal year ended November 30,
2007; for the fiscal year ended November 30, 2006 and for
the period June 28, 2005 through November 30, 2005,
respectively. |
|
(4) |
|
Not annualized for the period June 28, 2005 through
November 30, 2005. Total investment return is calculated
assuming a purchase of common stock at the market price on the
first day and a sale at the current market price on the last day
of the period reported. The calculation also assumes
reinvestment of dividends at actual prices pursuant to the
Funds dividend reinvestment plan. |
|
(5) |
|
Unless otherwise noted, ratios are annualized for periods of
less than one full year. |
|
(6) |
|
Not annualized. |
|
(7) |
|
Not annualized for the period June 28, 2005 through
November 30, 2005. For the fiscal years ended
November 30, 2007 and 2006 and for the period June 28,
2005 through November 30, 2005, calculated based on the
sales of long-term investments of $631,131; $642,858 and
$89,565 divided by the monthly average long-term investment
balance of $1,211,720; $1,008,403 and $386,316, respectively. |
|
(8) |
|
Represents the value of total assets less all liabilities and
indebtedness not represented by Auction Rate Preferred Stock and
amounts borrowed under the revolving credit line divided by the
aggregate amount of Auction Rate Preferred Stock and amounts
borrowed under the revolving credit line. |
See accompanying notes to financial statements.
19
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOVEMBER 30, 2007
(amounts in 000s, except option contracts written,
share and per share amounts)
Kayne Anderson Energy Total Return Fund, Inc. (the
Fund) was organized as a Maryland corporation on
March 31, 2005 and commenced operations on June 28,
2005. The Fund is registered under the Investment Company Act of
1940, as amended (the 1940 Act), as a
non-diversified closed-end investment company. The Funds
investment objective is to obtain a high total return with an
emphasis on current income. The Fund seeks to achieve this
objective by investing primarily in securities of companies
engaged in the energy industry, principally including
publicly-traded energy-related master limited partnerships and
limited liability companies taxed as partnerships
(MLPs), MLP affiliates, energy-related U.S. and
Canadian royalty trusts and income trusts (collectively,
royalty trusts) and other companies that derive at
least 50% of their revenues from operating assets used in, or
providing energy-related services for, the exploration,
development, production, gathering, transportation, processing,
storing, refining, distribution, mining or marketing of natural
gas, natural gas liquids (including propane), crude oil, refined
petroleum products or coal (collectively with MLPs, MLP
affiliates and royalty trusts, Energy Companies).
Effective December 31, 2006, Kayne Anderson Capital
Advisors, L.P. (KACALP or the Former
Adviser) assigned the Investment Management Agreement to
its subsidiary, KA Fund Advisors, LLC (KAFA or
the Adviser). That assignment occurred only for
internal organizational purposes and did not result in any
change of corporate officers, portfolio management personnel or
control. The Funds shares of common stock are listed on
the New York Stock Exchange, Inc. (NYSE) under the
symbol KYE.
|
|
2.
|
Significant
Accounting Policies
|
A. Use of Estimates The preparation of
financial statements in conformity with accounting principles
generally accepted in the United States of America
(GAAP) requires management to make estimates and
assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenue and expenses during the period. Actual results could
differ materially from those estimates.
B. Calculation of Net Asset Value The
Fund determines its net asset value as of the close of regular
session trading on the NYSE (normally
4:00 p.m. Eastern time) no less frequently than the
last business day of each month, and makes its net asset value
available for publication monthly. Net asset value is computed
by dividing the value of the Funds assets (including
accrued interest and dividends), less all of its liabilities
(including accrued expenses, dividends payable and any
borrowings) by the total number of common shares outstanding.
C. Investment Valuation Readily
marketable portfolio securities listed on any exchange other
than the NASDAQ Stock Market, Inc. (NASDAQ) are
valued, except as indicated below, at the last sale price on the
business day as of which such value is being determined. If
there has been no sale on such day, the securities are valued at
the mean of the most recent bid and asked prices on such day,
except for short sales and call option contracts written, for
which the last quoted asked price is used. Securities admitted
to trade on the NASDAQ are valued at the NASDAQ official closing
price. Portfolio securities traded on more than one securities
exchange are valued at the last sale price on the business day
as of which such value is being determined at the close of the
exchange representing the principal market for such securities.
Equity securities traded in the over-the-counter market, but
excluding securities admitted to trading on the NASDAQ, are
valued at the closing bid prices. Fixed income securities with a
remaining maturity of 60 days or more are valued by the
Fund using a pricing service. Fixed income securities maturing
within 60 days will be valued on an amortized cost basis.
The Fund holds securities that are privately issued or otherwise
restricted as to resale. For these securities, as well as any
other portfolio security held by the Fund for which reliable
market quotations are not readily available, valuations are
determined in a
20
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO
FINANCIAL STATEMENTS (CONTINUED)
manner that most fairly reflects fair value of the security on
the valuation date. Unless otherwise determined by the Board of
Directors, the following valuation process is used for such
securities:
|
|
|
|
|
Investment Team Valuation. The
applicable investments are initially valued by KAFA investment
professionals responsible for the portfolio investments.
|
|
|
|
Investment Team Valuation
Documentation. Preliminary valuation
conclusions are documented and discussed with senior management
of KAFA. Such valuations generally are submitted to the
Valuation Committee (a committee of the Funds Board of
Directors) or the Board of Directors on a monthly basis, and
stand for intervening periods of time.
|
|
|
|
Valuation Committee. The Valuation
Committee meets on or about the end of each month to consider
new valuations presented by KAFA, if any, which were made in
accordance with the Valuation Procedures in such month. Between
meetings of the Valuation Committee, a senior officer of KAFA is
authorized to make valuation determinations. The Valuation
Committees valuations stand for intervening periods of
time unless the Valuation Committee meets again at the request
of KAFA, the Board of Directors, or the Committee itself. All
valuation determinations of the Valuation Committee are subject
to ratification by the Board at its next regular meeting.
|
|
|
|
Valuation Firm. No less than quarterly,
a third-party valuation firm engaged by the Board of Directors
reviews the valuation methodologies and calculations employed
for these securities.
|
|
|
|
Board of Directors Determination. The
Board of Directors meets quarterly to consider the valuations
provided by KAFA and the Valuation Committee, if applicable, and
ratify valuations for the applicable securities. The Board of
Directors considers the report provided by the third-party
valuation firm in reviewing and determining in good faith the
fair value of the applicable portfolio securities.
|
Unless otherwise determined by the Board of Directors,
securities that are convertible into or otherwise will become
publicly tradable (e.g., through subsequent registration
or expiration of a restriction on trading) are valued through
the process described above, using a valuation based on the
market value of the publicly traded security less a discount.
The discount is initially equal in amount to the discount
negotiated at the time the purchase price is agreed to. To the
extent that such securities are convertible or otherwise become
publicly traded within a time frame that may be reasonably
determined, KAFA may determine an amortization schedule for the
discount in accordance with a methodology approved by the
Valuation Committee.
At November 30, 2007, the Fund held 3.4% of its net assets
applicable to common stockholders (2.4% of total assets) in
securities valued at fair value as determined pursuant to
procedures adopted by the Board of Directors, with an aggregate
fair value of $31,584.
Exchange traded options and futures contracts are valued at the
closing price in the market where such contracts are principally
traded.
In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement on Financial Accounting Standards (SFAS)
No. 157, Fair Value Measurements. This standard
establishes a single authoritative definition of fair value,
sets out a framework for measuring fair value and requires
additional disclosure about fair value measurements.
SFAS No. 157 applies to fair value measurements
already required or permitted by existing standards.
SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The changes to
current generally accepted accounting principles from the
application of this Statement relate to the definition of fair
value, the methods used to measure fair value, and the expanded
disclosures about fair value measurements. As of
December 1, 2007, the Fund adopted SFAS No. 157.
The Fund has performed an analysis of all existing investments
and derivative instruments to determine the significance and
character of all inputs to their fair value determination. Based
on this assessment, the adoption of this standard did not have
any material effect on the Funds net asset value.
21
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO
FINANCIAL STATEMENTS (CONTINUED)
D. Repurchase Agreements The Fund has
agreed to purchase securities from financial institutions
subject to the sellers agreement to repurchase them at an
agreed-upon
time and price (repurchase agreements). The
financial institutions with whom the Fund enters into repurchase
agreements are banks and broker/dealers which KAFA considers
creditworthy. The seller under a repurchase agreement is
required to maintain the value of the securities as collateral,
subject to the agreement, at not less than the repurchase price
plus accrued interest. KAFA monitors daily the mark-to-market of
the value of the collateral, and, if necessary, requires the
seller to maintain additional securities, so that the value of
the collateral is not less than the repurchase price. Default by
or bankruptcy of the seller would, however, expose the Fund to
possible loss because of adverse market action or delays in
connection with the disposition of the underlying securities.
E. Short Sales A short sale is a
transaction in which the Fund sells securities it does not own
(but has borrowed) in anticipation of or to hedge against a
decline in the market price of the securities. To complete a
short sale, the Fund may arrange through a broker to borrow the
securities to be delivered to the buyer. The proceeds received
by the Fund for the short sale are retained by the broker until
the Fund replaces the borrowed securities. In borrowing the
securities to be delivered to the buyer, the Fund becomes
obligated to replace the securities borrowed at their market
price at the time of replacement, whatever the price may be.
All short sales are fully collateralized. The Fund maintains
assets consisting of cash or liquid securities equal in amount
to the liability created by the short sale. These assets are
adjusted daily to reflect changes in the value of the securities
sold short. The Fund is liable for any dividends or
distributions paid on securities sold short.
The Fund may also sell short against the box
(i.e., the Fund enters into a short sale as described
above while holding an offsetting long position in the security
which it sold short). If the Fund enters into a short sale
against the box, the Fund segregates an equivalent
amount of securities owned as collateral while the short sale is
outstanding. At November 30, 2007, the Fund had no open
short sales.
F. Option Writing When the Fund writes
an option, an amount equal to the premium received by the Fund
is recorded as a liability and is subsequently adjusted to the
current fair value of the option written. Premiums received from
writing options that expire unexercised are treated by the Fund
on the expiration date as realized gains from investments. The
difference between the premium and the amount paid on effecting
a closing purchase transaction, including brokerage commissions,
is also treated as a realized gain, or if the premium is less
than the amount paid for the closing purchase transaction, as a
realized loss. If a call option is exercised, the premium is
added to the proceeds from the sale of the underlying security
in determining whether the Fund has realized a gain or loss. If
a put option is exercised, the premium reduces the cost basis of
the securities purchased by the Fund. The Fund, as the writer of
an option, bears the market risk of an unfavorable change in the
price of the security underlying the written option. See
Note 6 Option Contracts Written for more detail
on option contracts written.
G. Security Transactions and Investment Income
Security transactions are accounted for on the
date these securities are purchased or sold (trade date).
Realized gains and losses are reported on an identified cost
basis. Dividend and distribution income is recorded on the
ex-dividend date. Interest income is recognized on the accrual
basis, including amortization of premiums and accretion of
discounts. Distributions received from the Funds
investments in MLPs and royalty trusts generally are comprised
of income and return of capital. For the fiscal year ended
November 30, 2007, the Fund estimated that 90% of the MLP
distributions received and 5% of Canadian Royalty Trust
distributions received would be treated as a return of capital.
The Fund recorded as return of capital the amount of $24,706 of
dividends and distributions received from its investments.
Included in this amount is an increase of $645 attributable to
distributions received in fiscal 2006 based on tax reporting
information received by the Fund in fiscal 2007. The return of
capital of $24,706 resulted in an equivalent reduction in the
cost basis of the associated investments. Net Realized Gains and
Net Change in Unrealized Gains in the accompanying Statement of
Operations were increased by $4,585 and $20,121, respectively,
attributable to the recording of such dividends and
distributions as reduction in the cost basis of investments. The
Fund records investment income and return of capital based on
estimates made at the time such distributions are received. Such
estimates are based on historical information available from
each MLP and royalty trust and other industry sources. These
estimates may
22
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO
FINANCIAL STATEMENTS (CONTINUED)
subsequently be revised based on information received from MLPs
and royalty trusts after their tax reporting periods are
concluded.
H. Dividends and Distributions to Stockholders
Dividends and distributions to common
stockholders are recorded on the ex-dividend date. The character
of dividends made during the year may differ from their ultimate
characterization for federal income tax purposes. Dividend and
distributions to stockholders of each series of the Funds
Auction Rate Preferred Stock are accrued on a daily basis and
are determined as described in Note 9 Preferred
Stock. The Funds dividends may be comprised of return of
capital and ordinary income, which is based on the earnings and
profits of the Fund. The Fund is unable to make final
determinations as to the tax character of the dividend until the
January after the end of the current fiscal year. The Fund
informs its common stockholders of the tax character of
dividends during that fiscal year in January following such
fiscal year.
I. Partnership Accounting Policy The
Fund records its pro-rata share of the income/(loss) and capital
gains/(losses), to the extent of dividends it has received,
allocated from the underlying partnerships and adjusts the cost
of the underlying partnerships accordingly. These amounts are
included in the Funds Statement of Operations.
J. Taxes It is the Funds intention
to continue to be treated as and to qualify each year for
special tax treatment afforded a Regulated Investment Company
under Subchapter M of the Internal Revenue Code. As long as the
Fund meets certain requirements that govern its source of
income, diversification of assets and timely distribution of
earnings to stockholders, the Fund will not be subject to
U.S. federal income tax.
Income and capital gain distributions made by Regulated
Investment Companies often differ from the aggregate GAAP basis
net investment income and net realized gains. For the Fund, the
principal reason for these differences is the return of capital
treatment of dividends and distributions from MLPs, royalty
trusts and certain other of its investments. As of
November 30, 2007, accumulated dividends and distributions
to preferred and common stockholders exceeded accumulated net
investment income and net realized gains for GAAP purposes by
$16,390. Net investment income and net realized gains for GAAP
purposes may differ from taxable income for federal income tax
purposes due to wash sales, disallowed partnership losses from
MLPs and foreign currency transactions. As of November 30,
2007, the principal temporary differences were realized losses
that were recognized for book purposes, but disallowed for tax
purposes due to wash sale rules, and disallowed partnership
losses related to the Funds MLP investments. For purposes
of characterizing the nature of the dividend to investors, the
amounts in excess of the Funds earnings and profits for
federal income tax purposes is treated as a return of capital.
Earnings and profits differ from the taxable income due
principally to adjustments related to the Funds
investments in MLPs
The tax basis of the components of distributable earnings can
differ from the amounts reflected in the Statement of Assets and
Liabilities due to temporary differences between the carrying
amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. At
November 30, 2007, the components of the distributable
earnings on a tax basis, for the Fund were as follows:
|
|
|
|
|
Undistributed ordinary income
|
|
$
|
809
|
|
Undistributed long-term capital gains
|
|
|
|
|
Unrealized appreciation
|
|
|
170,978
|
|
|
|
|
|
|
Total distributable earnings
|
|
$
|
171,787
|
|
|
|
|
|
|
For the fiscal year ended November 30, 2007, the tax
character of the total $58,842 dividends and distributions paid
to common stockholders was $43,513 (ordinary income) and $15,329
(capital gains). For the fiscal year ended November 30,
2007, the tax character of the $16,101 dividend paid to
preferred stockholders was $11,907 (ordinary income) and $4,194
(capital gains).
For the fiscal year ended November 30, 2006, the tax
character of the total $54,093 dividends and distributions paid
to common stockholders was $53,005 (ordinary income) and $1,088
(return of capital). For the fiscal year
23
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO
FINANCIAL STATEMENTS (CONTINUED)
ended November 30, 2006, the tax character of the $13,721
dividend paid to preferred stockholders was ordinary income.
At November 30, 2007, the identified cost of investments
for federal income tax purposes was $1,106,982, and the cash
received on option contracts written was $847. At
November 30, 2007, gross unrealized appreciation and
depreciation of investments and options for federal income tax
purposes were as follows:
|
|
|
|
|
Gross unrealized appreciation of investments (including options)
|
|
$
|
213,793
|
|
Gross unrealized depreciation of investments (including options)
|
|
|
(37,525
|
)
|
|
|
|
|
|
Net unrealized appreciation before interest rate swap contracts
and foreign currency related translations
|
|
|
176,268
|
|
Unrealized depreciation on interest rate swap contracts
|
|
|
(5,261
|
)
|
Unrealized depreciation on foreign currency related translations
|
|
|
(29
|
)
|
|
|
|
|
|
Net unrealized appreciation
|
|
$
|
170,978
|
|
|
|
|
|
|
Dividend income received by the Fund from sources within Canada
is subject to a 15% foreign withholding tax.
Interest income on Canadian corporate obligations may be subject
to a 10% withholding tax unless an exemption is met. The most
common exemption available is for corporate bonds that have a
tenure of at least 5 years, provided that not more than 25%
of the principal is repayable in the first five years and
provided that the borrower and lender are not
associated. Further, interest is exempt if derived
from debt obligations guaranteed by the Canadian government.
In June 2006, the Financial Accounting Standards Board
(FASB) issued FASB Interpretation 48
(FIN 48), Accounting for Uncertainty in
Income Taxes. This standard defines the threshold for
recognizing the benefits of tax-return positions in the
financial statements as more-likely-than-not to be
sustained by the taxing authority and requires measurement of a
tax position meeting the more-likely-than-not criterion, based
on the largest benefit that is more than 50 percent likely to be
realized. At adoption, companies must adjust their financial
statements to reflect only those tax positions that are
more-likely-than-not to be sustained as of the adoption date.
The Fund adopted FIN 48 as of December 1, 2007, and
the adoption of the interpretation did not have a material
effect on the Funds net asset value.
K. Foreign Currency Translations The
books and records of the Fund are maintained in
U.S. dollars. Foreign currency amounts are translated into
U.S. dollars on the following basis: (i) market value
of investment securities, assets and liabilities at the rate of
exchange as of the valuation date; and (ii) purchases and
sales of investment securities, income and expenses at the
relevant rates of exchange prevailing on the respective dates of
such transactions.
The Fund does not isolate that portion of gains and losses on
investments in equity and debt securities which is due to
changes in the foreign exchange rates from that which is due to
changes in market prices of equity securities. Accordingly,
realized and unrealized foreign currency gains and losses with
respect to such securities are included in the reported net
realized and unrealized gains and losses on investment
transactions balances.
Net realized foreign exchange gains or losses represent gains
and losses from transactions in foreign currencies and foreign
currency contracts, foreign exchange gains or losses realized
between the trade date and settlement date on security
transactions, and the difference between the amounts of interest
and dividends recorded on the Funds books and the
U.S. dollar equivalent of such amounts on the payment date.
Net unrealized foreign exchange gains or losses represent the
difference between the cost of assets and liabilities (other
than investments) recorded on the Funds books from the
value of the assets and liabilities (other than investments) on
the valuation date.
24
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO
FINANCIAL STATEMENTS (CONTINUED)
L. Offering Costs Offering costs
incurred in connection with the sale of shares of common stock
and the issuance of each series of the preferred stock were
charged to paid-in capital when the shares were issued.
M. Derivative Financial Instruments The
Fund uses derivative financial instruments (principally interest
rate swap contracts) to manage interest rate risk. The Fund has
established policies and procedures for risk assessment and the
approval, reporting and monitoring of derivative financial
instrument activities. The Fund does not hold or issue
derivative financial instruments for speculative purposes. All
derivative financial instruments are recorded at fair value with
changes in value during the reporting period are included as
unrealized gains or losses in the Statement of Operations. The
Fund generally values its interest rate swap contracts based on
dealer quotations, if available, or by discounting the future
cash flows from the stated terms of the interest rate swap
agreement by using interest rates currently available in the
market.
N. Indemnifications Under the
Funds organizational documents, its officers and directors
are indemnified against certain liabilities arising out of the
performance of their duties to the Fund. In addition, in the
normal course of business, the Fund enters into contracts that
provide general indemnification to other parties. The
Funds maximum exposure under these arrangements is
unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred, and may not occur.
However, the Fund has not had prior claims or losses pursuant to
these contracts and expects the risk of loss to be remote.
The Funds investment objective is to obtain a high level
of total return with an emphasis on current income paid to its
stockholders. Under normal circumstances, the Fund intends to
invest at least 80% of the aggregate of its net assets and
borrowings (total assets) in securities of Energy
Companies. The Fund invests in equity securities such as common
stocks, preferred stocks, convertible securities, warrants,
depository receipts, and equity interests in MLPs, MLP
affiliates, royalty trusts and other Energy Companies.
Additionally, the Fund may invest up to 30% of its total assets
in debt securities of Energy Companies. It may directly invest
up to 25% (or such higher amount as permitted by any applicable
tax diversification rules) of its total assets in equity or debt
securities of MLPs. The Fund may invest up to 50% of its total
assets in unregistered or otherwise restricted securities of
Energy Companies. It will not invest more than 15% of its total
assets in any single issuer. The Fund may, for defensive
purposes, temporarily invest all or a significant portion of its
assets in investment grade securities, short-term debt
securities and cash or cash equivalents. To the extent the Fund
uses this strategy, it may not achieve its investment objectives.
|
|
4.
|
Agreements
and Affiliations
|
A. Investment Management Agreement The
Fund has entered into an Investment Management Agreement with
KAFA under which the Adviser, subject to the overall supervision
of the Funds Board of Directors, manages the day-to-day
operations of, and provides investment advisory services to, the
Fund. For providing these services, the Adviser receives a
management fee from the Fund.
Pursuant to the Investment Management Agreement, the Fund has
agreed to pay the Adviser, as compensation for the services
rendered by it, a management fee, payable monthly, equal on an
annual basis to 1.25% of the average monthly total assets of the
Fund. During the second year of investment activities (from
June 30, 2006 until June 29, 2007), KAFA has
contractually agreed to waive or reimburse the Fund for fees and
expenses in an amount equal on an annual basis to 0.125% of its
average monthly total assets. For the fiscal year ended
November 30, 2007, the fee waiver amounted to $852.
For purposes of calculating the management fee, the
average total assets for each monthly period are
determined by averaging the total assets at the last business
day of that month with the total assets at the last business day
of the prior month (or as of the commencement of operations for
the initial period if a partial month). The total assets of the
Fund shall be equal to its average monthly gross asset value
(which includes assets attributable to or proceeds from the
Funds use of preferred stock, commercial paper or notes
issuances and other borrowings), minus
25
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO
FINANCIAL STATEMENTS (CONTINUED)
the sum of the Funds accrued and unpaid dividends on any
outstanding common stock and accrued and unpaid dividends on any
outstanding preferred stock and accrued liabilities (other than
liabilities associated with borrowing or leverage by the Fund).
Liabilities associated with borrowing or leverage include the
principal amount of any borrowings, commercial paper or notes
that issued by the Fund, the liquidation preference of any
outstanding preferred stock, and other liabilities from other
forms of borrowing or leverage such as short positions and put
or call options held or written by the Fund.
B. Portfolio Companies From time to
time, the Fund may control or may be an
affiliate of one or more portfolio companies, each
as defined in the 1940 Act. In general, under the 1940 Act, the
Fund would be presumed to control a portfolio
company if the Fund owned 25% or more of its outstanding voting
securities and would be an affiliate of a portfolio
company if the Fund owned 5% or more of its outstanding voting
securities. The 1940 Act contains prohibitions and restrictions
relating to transactions between investment companies and their
affiliates (including the Funds investment adviser),
principal underwriters and affiliates of those affiliates or
underwriters.
The Fund believes that there is significant ambiguity in the
application of existing SEC staff interpretations of the term
voting security to complex structures such as
limited partnership interests of the kind in which the Fund
invests. As a result, it is possible that the SEC staff may
consider that certain securities investments in limited
partnerships are voting securities under the staffs
prevailing interpretations of this term. If such determination
is made, the Fund may be regarded as a person affiliated with
and controlling the issuer(s) of those securities for purposes
of Section 17 of the 1940 Act.
In light of the ambiguity of the definition of voting
securities, the Fund does not intend to treat any class of
securities that it holds as voting securities unless
the security holders of such class have the ability, under the
partnership agreement, to remove the general partner (assuming a
sufficient vote of such securities, other than securities held
by the general partner, in favor of such removal) or the Fund
has an economic interest of sufficient size that otherwise gives
it the de facto power to exercise a controlling influence over
the partnership. The Fund believes this treatment is appropriate
given that the general partner controls the partnership, and
without the ability to remove the general partner or the power
to otherwise exercise a controlling influence over the
partnership due to the size of an economic interest, the
security holders have no control over the partnership.
C. Other Affiliates For the fiscal year
ended November 30, 2007, KA Associates, Inc., an
affiliate of the Adviser, earned approximately $25 in brokerage
commissions from portfolio transactions executed on behalf of
the Fund.
26
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO
FINANCIAL STATEMENTS (CONTINUED)
From time to time, certain of the Funds investments may be
restricted as to resale, particularly private investments that
are not registered under the Securities Act of 1933 and cannot,
as a result, be offered for public sale in a non-exempt
transaction without first being registered. Such restricted
investments are valued in accordance with the procedures
established by the Board of Directors and more fully described
in Note 2 Significant Accounting Policies. The
table below shows the number of units held, the acquisition
date, cost basis, and fair value as of November 30, 2007,
fair value per unit of such security, percent of net assets
applicable to common stockholders and percent of total assets
which the security comprises.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Number of
|
|
Acquisition
|
|
Cost
|
|
|
|
Fair Value
|
|
Percent of
|
|
Percent of
|
Investment
|
|
Security
|
|
Restrictions
|
|
Units
|
|
Date
|
|
Basis
|
|
Fair Value
|
|
per Unit
|
|
Net Assets
|
|
Total Assets
|
|
Atlas Energy Resources, LLC
|
|
Common Units
|
|
(1)(2)
|
|
79
|
|
|
6/29/07
|
|
|
$
|
1,896
|
|
|
$
|
2,395
|
|
|
$
|
30.15
|
|
|
|
0
|
.3%
|
|
|
0
|
.2%
|
Atlas Energy Resources, LLC
|
|
Common Units
|
|
(1)(2)(3)
|
|
182
|
|
|
6/29/07
|
|
|
|
4,505
|
|
|
|
5,403
|
|
|
|
29.72
|
|
|
|
0
|
.6
|
|
|
0
|
.4
|
BreitBurn Energy Partners L.P.
|
|
Common Units
|
|
(1)
|
|
121
|
|
|
5/24/07
|
|
|
|
3,784
|
|
|
|
3,502
|
|
|
|
28.89
|
|
|
|
0
|
.4
|
|
|
0
|
.3
|
BreitBurn Energy Partners L.P.
|
|
Common Units
|
|
(1)(2)
|
|
185
|
|
|
10/30/07
|
|
|
|
4,926
|
|
|
|
4,591
|
|
|
|
24.79
|
|
|
|
0
|
.5
|
|
|
0
|
.3
|
Constellation Energy Partners LLC
|
|
Common Units
|
|
(1)(2)
|
|
29
|
|
|
7/25/07
|
|
|
|
983
|
|
|
|
967
|
|
|
|
33.56
|
|
|
|
0
|
.1
|
|
|
0
|
.1
|
Constellation Energy Partners LLC
|
|
Common Units
|
|
(1)(2)(4)
|
|
36
|
|
|
7/25/07
|
|
|
|
1,255
|
|
|
|
1,217
|
|
|
|
33.40
|
|
|
|
0
|
.1
|
|
|
0
|
.1
|
Crosstex Energy, L.P.
|
|
Class C Senior
Subordinated Units
|
|
(5)
|
|
356
|
|
|
6/29/06
|
|
|
|
10,000
|
|
|
|
11,657
|
|
|
|
32.71
|
|
|
|
1
|
.2
|
|
|
0
|
.9
|
Exterran Partners, L.P.
|
|
Common Units
|
|
(1)
|
|
54
|
|
|
7/9/07
|
|
|
|
1,839
|
|
|
|
1,852
|
|
|
|
34.32
|
|
|
|
0
|
.2
|
|
|
0
|
.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
29,188
|
|
|
$
|
31,584
|
|
|
|
|
|
|
|
3
|
.4%
|
|
|
2
|
.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Security that is unregistered. |
|
(2) |
|
Security subject to
lock-up
agreement. |
|
(3) |
|
These exchange listed Common Units were converted from
Class D units on November 14, 2007. |
|
(4) |
|
These exchange listed Common Units were converted from
Class F units on November 12, 2007. |
|
(5) |
|
No public market exists for Class C Senior Subordinated
Units. These units convert to listed Common Units on
February 16, 2008. |
|
|
6.
|
Option
Contracts Written
|
Transactions in written call options for the fiscal year ended
November 30, 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Premiums
|
|
|
|
Contracts
|
|
|
Received
|
|
|
Call Options Written
|
|
|
|
|
|
|
|
|
Options outstanding at beginning of year
|
|
|
9,633
|
|
|
$
|
1,154
|
|
Options written
|
|
|
52,081
|
|
|
|
9,181
|
|
Options written terminated in closing purchase transactions
|
|
|
(5,265
|
)
|
|
|
(700
|
)
|
Options exercised
|
|
|
(37,064
|
)
|
|
|
(6,294
|
)
|
Options expired
|
|
|
(15,385
|
)
|
|
|
(2,494
|
)
|
|
|
|
|
|
|
|
|
|
Options outstanding at end of year
|
|
|
4,000
|
|
|
$
|
847
|
|
|
|
|
|
|
|
|
|
|
27
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO
FINANCIAL STATEMENTS (CONTINUED)
|
|
7.
|
Investment
Transactions
|
For the fiscal year ended November 30, 2007, the Fund
purchased and sold securities in the amount of $706,550 and
$631,131 (excluding short-term investments, options and interest
rate swaps), respectively.
The Fund has an uncommitted revolving credit line with Custodial
Trust Company (an affiliate of the administrator, Bear
Stearns Funds Management Inc.), under which the Fund may borrow
from Custodial Trust Company an aggregate amount of up to
the lesser of $200,000 or the maximum amount the Fund is
permitted to borrow under the 1940 Act, subject to certain
limitations imposed by the lender. The credit line is secured by
Fund assets held in custody by Custodial Trust Company. For
the fiscal year ended November 30, 2007, the average amount
outstanding was $17,108 with a weighted average interest rate of
6.27%. As of November 30, 2007, the Fund had outstanding
borrowings on the revolving credit line of $41,000 and the
interest rate was 5.78%. Any loans under this line are repayable
on demand by the lender at any time.
On December 22, 2005 the Fund has issued three series of
auction rate preferred stock (Preferred Stock) for a
total of $300,000. Each series (Series A, Series B and
Series C) consists of 4,000 outstanding shares and
each in the amount of $100,000. The Fund has authorized a total
of 21,000 shares of Preferred Stock. The Preferred Stock
has rights determined by the Board of Directors. The Preferred
Stock has a liquidation value of $25,000 per share plus any
accumulated, but unpaid dividends, whether or not declared.
Holders of the Preferred Stock are entitled to receive cash
dividend payments at an annual rate that may vary for each rate
period. The dividend rates of Series A, B and C Preferred
Stock as of November 30, 2007 were 5.37%, 5.45%, and 5.25%,
respectively. The weighted average dividend rates of
Series A, B and C Preferred Stock for the fiscal year ended
November 30, 2007, were 5.25%, 5.31% and 5.32%,
respectively. Each rate includes the applicable rate based on
the latest results of the auction, and does not include
commissions paid to the auction agent in the amount of 0.25%.
Under the 1940 Act, the Fund may not declare dividends or make
other distribution on shares of common stock or purchases of
such shares if, at any time of the declaration, distribution or
purchase, asset coverage with respect to the outstanding
preferred stock would be less than 200%.
The Preferred Stock is redeemable in certain circumstances at
the option of the Fund. The Preferred Stock is also subject to a
mandatory redemption if the Fund fails to meet an asset coverage
ratio required by law, or fails to cure deficiency as stated in
the Funds rating agency guidelines in a timely manner.
The holders of Preferred Stock have voting rights equal to the
holders of common stock (one vote per share) and will vote
together with the holders of shares of common stock as a single
class except on matters affecting only the holders of preferred
stock or the holders of common stock.
28
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
NOTES TO FINANCIAL
STATEMENTS (CONCLUDED)
|
|
10.
|
Interest
Rate Swap Contracts
|
The Fund has entered into interest rate swap contracts to
partially hedge itself from increasing interest expense on its
leverage resulting from increasing short-term interest rates. A
decline in interest rates may result in a decline in the value
of the swap contracts, which, everything else being held
constant, would result in a decline in the net assets of the
Fund. In addition, if the counterparty to the interest rate swap
contracts defaults, the Fund would not be able to use the
anticipated receipts under the swap contracts to offset the
interest payments on the Funds leverage. At the time the
interest rate swap contracts reach their scheduled termination,
there is a risk that the Fund would not be able to obtain a
replacement transaction or that the terms of the replacement
transaction would not be as favorable as on the expiring
transaction. In addition, if the Fund is required to terminate
any swap contract early, then the Fund could be required to make
a termination payment. As of November 30, 2007, the Fund
has entered into eight interest rate swap contracts with UBS AG
as summarized below. For all eight swaps, the Fund receives a
floating rate, based on one-month LIBOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional
|
|
Fixed Rate
|
|
Unrealized
|
Termination Dates
|
|
Amount
|
|
Paid by the Fund
|
|
(Depreciation)
|
|
9/07/2010
|
|
$
|
25,000
|
|
|
|
4
|
.75%
|
|
$
|
(621
|
)
|
9/11/2010
|
|
|
25,000
|
|
|
|
4
|
.65
|
|
|
(557
|
)
|
11/01/2010
|
|
|
50,000
|
|
|
|
4
|
.46
|
|
|
(857
|
)
|
1/09/2011
|
|
|
25,000
|
|
|
|
4
|
.75
|
|
|
(668
|
)
|
11/01/2012
|
|
|
25,000
|
|
|
|
4
|
.30
|
|
|
(248
|
)
|
11/14/2013
|
|
|
25,000
|
|
|
|
5
|
.00
|
|
|
(1,098
|
)
|
11/16/2013
|
|
|
10,000
|
|
|
|
4
|
.95
|
|
|
(413
|
)
|
12/30/2015
|
|
|
25,000
|
|
|
|
4
|
.85
|
|
|
(850
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
210,000
|
|
|
|
|
|
|
$
|
(5,312
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At November 30, 2007, the weighted average duration of the
interest rate swap contracts was 4.3 years and the weighted
average fixed interest rate was 4.67%.
The Fund has 199,979,000 shares of common stock authorized.
Of the 32,205,867 shares of common stock outstanding at
November 30, 2007, KACALP owned 4,000 shares.
Transactions in common shares for the fiscal year ended
November 30, 2007, were as follows:
|
|
|
|
|
Shares outstanding at November 30, 2006
|
|
|
31,679,238
|
|
Shares issued through reinvestment of dividends and distributions
|
|
|
526,629
|
|
|
|
|
|
|
Shares outstanding at November 30, 2007
|
|
|
32,205,867
|
|
|
|
|
|
|
On December 6, 2007 and January 22, 2008, the Fund had
entered into two additional interest rate swap agreements with a
notional value of $25 million and $30 million, at a
fixed interest rate of 3.85% and 3.20%, respectively. Each of
these interest rate swap agreements has a maturity of three
years. Under the agreements the Fund receives floating rate of
interest and pays a fixed rate of interest on the notional value
of the swaps.
On January 11, 2008, the Fund paid a dividend to its common
stockholders in the amount of $0.49 per share, for a total of
$15,781. Of this total, pursuant to the Funds dividend
reinvestment plan, $5,410 was reinvested into the Fund, and
209,275 shares of common stock were purchased in the open
market to satisfy such reinvestment plan.
29
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC
To the Board of Directors and Stockholders of
Kayne Anderson Energy Total Return Fund, Inc.:
In our opinion, the accompanying statement of assets and
liabilities, including the schedule of investments, and the
related statements of operations, changes in net assets
applicable to common stockholders and cash flows and the
financial highlights present fairly, in all material respects,
the financial position of Kayne Anderson Energy Total Return
Fund, Inc. (the Fund) at November 30, 2007, and
the results of its operations, the changes in its net assets
applicable to common stockholders, its cash flows, and its
financial highlights for each of the periods presented, in
conformity with accounting principles generally accepted in the
United States of America. These financial statements and
financial highlights (hereafter referred to as financial
statements) are the responsibility of the Funds
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our
audits of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits,
which included confirmation of securities owned at
November 30, 2007 by correspondence with the custodian and
brokers, provide a reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
January 25, 2008
30
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
(UNAUDITED)
Kayne Anderson Energy Total Return Fund, Inc. (the
Fund) considers privacy to be fundamental to our
relationship with our stockholders. The Fund committed to
maintaining the confidentiality, integrity and security of the
non-public personal information of our stockholders and
potential investors. Accordingly, the Fund has developed
internal policies to protect confidentiality while allowing
stockholders needs to be met. This notice applies to
former as well as current stockholders and potential investors
who provide us with nonpublic personal information.
The Fund may collect several types of nonpublic personal
information about stockholders or potential investors, including:
|
|
|
|
|
Information from forms that you may fill out and send to the
Fund or one of its affiliates or service providers in connection
with an investment in the Fund (such as name, address, and
social security number);
|
|
|
|
Information you may give orally to the Fund or one of its
affiliates or service providers;
|
|
|
|
Information about your transactions with the Fund, its
affiliates, or other third parties, such as the amount
stockholders have invested in the Fund;
|
|
|
|
Information about any bank account stockholders or potential
investors may use for transfers between a bank account and an
account that holds or is expected to hold shares of its stock;
and
|
|
|
|
Information collected through an Internet cookie (an
information collecting device from a web server based on your
use of a web site).
|
The Fund may disclose all of the information it collects, as
described above, to certain nonaffiliated third parties such as
attorneys, accountants, auditors and persons or entities that
are assessing our compliance with industry standards. Such third
parties are required to uphold and maintain our privacy policy
when handling your nonpublic personal information.
The Fund may disclose information about stockholders or
potential investors at their request. The Fund will not sell or
disclose your nonpublic personal information to anyone except as
disclosed above or as otherwise permitted or required by law.
Within the Fund and its affiliates, access to information about
stockholders and potential investors is restricted to those
personnel who need to know the information to service
stockholder accounts. The personnel of the Fund and its
affiliates have been instructed to follow our procedures to
protect the privacy of your information.
The Fund reserve the right to change this privacy notice in the
future. Except as described in this privacy notice, the Fund
will not use your personal information for any other purpose
unless we inform you how such information will be used at the
time you disclose it or the Fund obtains your permission to do
so.
31
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
(amounts in 000s)
(UNAUDITED)
The Fund is required by Subchapter M of the Internal
Revenue Code of 1986, as amended, to advise its stockholders
within 60 days of the Funds year end
(November 30, 2007) as to the U.S. federal tax
status of dividends and distributions received by the
Funds preferred and common stockholders in respect of such
year. The $16,101 dividend and distributions paid to preferred
stockholders in respect of such year, is represented by $11,907
of ordinary income and $4,194 of capital gains. The $58,842
dividend and distributions paid to common stockholders in
respect of such year, is represented by $43,513 of ordinary
income and $15,329 of capital gains. The Fund has met the
requirements to treat 64% of its ordinary income as qualified
dividends. Please note that to utilize the lower tax rate for
qualifying dividend income, stockholders generally must have
held their shares in the Fund for at least 61 days during
the 121 day period beginning 60 days before the
ex-dividend date.
Notification for calendar year 2007 was mailed in January 2008.
The notification along with
Form 1099-DIV
reflects the amount to be used by calendar year taxpayers on
their U.S. federal income tax returns. Foreign stockholders
will generally be subject to U.S. withholding tax on the
amount of the actual ordinary dividends paid by the Fund. They
will generally not be entitled to foreign tax credit or
deduction for the withholding taxes paid by the Fund.
Stockholders are advised to consult their own tax advisers with
respect to the tax consequences of their investment in the Fund.
32
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
(UNAUDITED)
Kayne Anderson Energy Total Return Fund, Inc., a Maryland
corporation (the Fund), hereby adopts the following
plan (the Plan) with respect to distributions
declared by its Board of Directors (the Board) on
shares of its Common Stock:
1. Unless a stockholder specifically elects to receive cash
as set forth below, all distributions hereafter declared by the
Board shall be payable in shares of the Common Stock of the
Fund, and no action shall be required on such stockholders
part to receive a distribution in stock.
2. Such distributions shall be payable on such date or
dates as may be fixed from time to time by the Board to
stockholders of record at the close of business on the record
date(s) established by the Board for the distribution involved.
3. The Fund may use newly-issued shares of its Common Stock
or purchase shares in the open market in connection with the
implementation of the plan. The number of shares to be issued to
a stockholder shall be determined as follows: (a) If the
Funds Common Stock is trading at or above net asset value
at the time of valuation, the Fund will issue new shares at a
price equal to the greater of (i) the Funds Common
Stocks net asset value on that date or (ii) 95% of
the market price of the Funds Common Stock on that date;
(b) If the Funds Common Stock is trading below net
asset value at the time of valuation, the Plan Administrator
will receive the dividend or distribution in cash and will
purchase Common Stock in the open market, on the New York Stock
Exchange or elsewhere, for the Participants accounts,
except that the Plan Administrator will endeavor to terminate
purchases in the open market and cause the Fund to issue the
remaining shares if, following the commencement of the
purchases, the market value of the shares, including brokerage
commissions, exceeds the net asset value at the time of
valuation. These remaining shares will be issued by the Fund at
a price equal to the greater of (i) the net asset value at
the time of valuation or (ii) 95% of the then current
market price.
4. In a case where the Plan Administrator has terminated
open market purchases and caused the issuance of remaining
shares by the Fund, the number of shares received by the
participant in respect of the cash dividend or distribution will
be based on the weighted average of prices paid for shares
purchased in the open market, including brokerage commissions,
and the price at which the Fund issues remaining shares. To the
extent that the Plan Administrator is unable to terminate
purchases in the open market before the Plan Administrator has
completed its purchases, or remaining shares cannot be issued by
the Fund because the Fund declared a dividend or distribution
payable only in cash, and the market price exceeds the net asset
value of the shares, the average share purchase price paid by
the Plan Administrator may exceed the net asset value of the
shares, resulting in the acquisition of fewer shares than if the
dividend or distribution had been paid in shares issued by the
Fund.
5. A stockholder may, however, elect to receive his or its
distributions in cash. To exercise this option, such stockholder
shall notify American Stock Transfer &
Trust Company, the plan administrator and the Funds
transfer agent and registrar (collectively the Plan
Administrator), in writing so that such notice is received
by the Plan Administrator no later than the record date fixed by
the Board for the distribution involved.
6. The Plan Administrator will set up an account for shares
acquired pursuant to the Plan for each stockholder who has not
so elected to receive dividends and distributions in cash (each,
a Participant). The Plan Administrator may hold each
Participants shares, together with the shares of other
Participants, in non-certificated form in the Plan
Administrators name or that of its nominee. Upon request
by a Participant, received no later than three (3) days
prior to the payable date, the Plan Administrator will, instead
of crediting shares to
and/or
carrying shares in a Participants account, issue, without
charge to the Participant, a certificate registered in the
Participants name for the number of whole shares payable
to the Participant and a check for any fractional share less a
broker commission on the sale of such fractional shares. If a
request to terminate a Participants participation in the
Plan is received less than three (3) days before the
payable date, dividends and distributions for that payable date
will be reinvested. However, subsequent dividends and
distributions will be paid to the Participant in cash.
7. The Plan Administrator will confirm to each Participant
each acquisition made pursuant to the Plan as soon as
practicable but not later than 10 business days after the date
thereof. Although each Participant may from time to time have an
undivided fractional interest (computed to three decimal places)
in a share of
33
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
DIVIDEND REINVESTMENT PLAN (CONCLUDED)
(UNAUDITED)
Common Stock of the Fund, no certificates for a fractional share
will be issued. However, dividends and distributions on
fractional shares will be credited to each Participants
account. In the event of termination of a Participants
account under the Plan, the Plan Administrator will adjust for
any such undivided fractional interest in cash at the market
value of the Funds shares at the time of termination.
8. The Plan Administrator will forward to each Participant
any Fund related proxy solicitation materials and each
Corporation report or other communication to stockholders, and
will vote any shares held by it under the Plan in accordance
with the instructions set forth on proxies returned by
Participants to the Fund.
9. In the event that the Fund makes available to its
stockholders rights to purchase additional shares or other
securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares
held by the Participant in certificated form in calculating the
number of rights to be issued to the Participant.
10. The Plan Administrators service fee, if any, and
expenses for administering the Plan will be paid for by the Fund.
11. Each Participant may terminate his or its account under
the Plan by so notifying the Plan Administrator via the Plan
Administrators website at www.amstock.com, by filling out
the transaction request form located at the bottom of the
Participants Statement and sending it to American Stock
Transfer and Trust Company, P.O. Box 922, Wall
Street Station, New York, NY
10269-0560
or by calling the Plan Administrator at
(888) 888-0317.
Such termination will be effective immediately. The Plan may be
terminated by the Fund upon notice in writing mailed to each
Participant at least 30 days prior to any record date for
the payment of any dividend or distribution by the Fund. Upon
any termination, the Plan Administrator will cause a certificate
or certificates to be issued for the full shares held for the
Participant under the Plan and a cash adjustment for any
fractional share to be delivered to the Participant without
charge to the Participant. If a Participant elects by his or its
written notice to the Plan Administrator in advance of
termination to have the Plan Administrator sell part or all of
his or its shares and remit the proceeds to the Participant, the
Plan Administrator is authorized to deduct a $15.00 transaction
fee plus a $0.10 per share brokerage commission from the
proceeds.
12. These terms and conditions may be amended or
supplemented by the Fund at any time but, except when necessary
or appropriate to comply with applicable law or the rules or
policies of the Securities and Exchange Commission or any other
regulatory authority, only by mailing to each Participant
appropriate written notice at least 30 days prior to the
effective date thereof. The amendment or supplement shall be
deemed to be accepted by each Participant unless, prior to the
effective date thereof, the Plan Administrator receives written
notice of the termination of his or its account under the Plan.
Any such amendment may include an appointment by the Plan
Administrator in its place and stead of a successor agent under
these terms and conditions, with full power and authority to
perform all or any of the acts to be performed by the Plan
Administrator under these terms and conditions. Upon any such
appointment of any agent for the purpose of receiving dividends
and distributions, the Fund will be authorized to pay to such
successor agent, for each Participants account, all
dividends and distributions payable on shares of the Fund held
in the Participants name or under the Plan for retention
or application by such successor agent as provided in these
terms and conditions.
13. The Plan Administrator will at all times act in good
faith and use its best efforts within reasonable limits to
ensure its full and timely performance of all services to be
performed by it under this Plan and to comply with applicable
law, but assumes no responsibility and shall not be liable for
loss or damage due to errors unless such error is caused by the
Plan Administrators negligence, bad faith, or willful
misconduct or that of its employees or agents.
14. These terms and conditions shall be governed by the
laws of the State of Maryland.
Adopted: June 15, 2005
Amended: December 13, 2005
34
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
(UNAUDITED)
The Funds Board of Directors has approved the continuation
of the Funds Investment Management Agreement (the
Agreement) with KA Fund Advisors, LLC (the
Adviser) for an additional one-year term.
During the course of each year and in connection with its
consideration of the Agreement, the Board of Directors received
various written materials from the Adviser, including
(i) information on the advisory personnel of the Adviser;
(ii) information on the internal compliance procedures of
the Adviser; (iii) comparative information showing how the
Funds proposed fee schedule compares to other registered
investment companies that follow investment strategies similar
to those of the Fund; (iv) information regarding brokerage
and portfolio transactions; (v) comparative information
showing how the Funds performance compares to other
registered investment companies that follow investment
strategies similar to those of the Fund; and
(vi) information on any legal proceedings or regulatory
audits or investigations affecting the Adviser.
After receiving and reviewing these materials, the Board of
Directors, at an in-person meeting called for such purpose,
discussed the terms of the Agreement. Representatives from the
Adviser attended the meeting and presented additional oral and
written information to the Board of Directors to assist in its
considerations. The Adviser also discussed its expected
profitability from its relationship with the Fund under the
Agreement. The Directors who are not parties to the Agreement or
interested persons (as defined in the 1940 Act) of
any such party (the Independent Directors) also met
in executive session to further discuss the terms of the
Agreement and the information provided by the Adviser.
The Independent Directors reviewed various factors, detailed
information provided by the Adviser at the meeting and at other
times throughout the year, and other relevant information and
factors including the following, no single factor of which was
dispositive in their decision whether to approve the Agreement:
The
nature, extent, and quality of the services to be provided by
the Adviser
The Independent Directors considered the scope and quality of
services that have been provided by the Adviser under the
Agreement. The Independent Directors considered the quality of
the investment research capabilities of the Adviser and the
other resources the Adviser has dedicated to performing services
for the Fund. The quality of other services, including the
Advisers assistance in the coordination of the activities
of some of the Funds other service providers, also was
considered. The Independent Directors also considered the nature
and quality of the services provided by the Adviser to the Fund
in light of their experience as Directors of the Fund and
another investment company managed by the Adviser, their
confidence in the Advisers integrity and competence gained
from that experience and the Advisers responsiveness to
questions or concerns raised by them in the past. The
Independent Directors concluded that the Adviser has the quality
and depth of personnel and investment methods essential to
performing its duties under the Agreement and that the nature
and the proposed cost of such advisory services are fair and
reasonable in light of the services provided.
The
Funds performance under the management of the
Adviser
The Independent Directors reviewed information pertaining to the
performance of the Fund. This data compared the Funds
performance to the performance of certain other registered
investment companies that follow investment strategies similar
to those of the Fund. The comparative information showed that
the performance of the Fund compares favorably to other similar
funds. The Independent Directors also considered the fact that
the Fund has historically outperformed the benchmark provided
under the Agreement for a majority of the relevant periods.
Based upon their review, the Independent Directors concluded
that the Funds investment performance over time has been
consistently above average compared to other closed-end funds
that focus on investments in energy companies. The Independent
Directors noted that in addition to the information received for
this meeting, the Independent Directors also receive detailed
performance information for the Fund at each regular Board of
Directors meeting during the year. The Independent Directors
considered the investment performance of another
35
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
INVESTMENT
MANAGEMENT AGREEMENT APPROVAL
DISCLOSURE (CONCLUDED)
(UNAUDITED)
investment company managed by the Adviser but did not consider
the performance of other accounts of the Adviser as there were
no accounts similar enough to be relevant.
The
costs of the services to be provided by the Adviser and the
profits to be realized by the Adviser and its affiliates from
the relationship with the Fund
The Independent Directors then considered the costs of the
services provided by the Adviser, recognizing that it is
difficult to make comparisons of profitability from investment
advisory contracts. The Independent Directors considered that
the Advisers relationship with the Fund is one of its
significant sources of revenue. The Independent Directors
considered certain benefits the Adviser realizes due to its
relationship with the Fund. In particular, they noted that the
Adviser has soft dollar arrangements under which certain brokers
may provide industry research to the Advisers portfolio
managers through the use of a portion of the brokerage
commissions generated from the Advisers trading activities
on behalf of the Fund. The Independent Directors acknowledged
that the Funds stockholders also benefit from these soft
dollar arrangements because the Adviser is able to receive this
research, which is used in the management of the Funds
portfolio, by aggregating securities trades.
The Independent Directors also considered the Funds
management fee under the Agreement in comparison to the
management fees of funds within the Funds peer group and
believed such comparisons to be acceptable to the Fund. One
significant justification for a higher fee for the Fund compared
to certain of its peer funds is the greater investment in
private transactions by the Fund, which are viewed as
potentially more complex and difficult.
The
extent to which economies of scale would be realized as the Fund
grows and whether fee levels reflect these economies of scale
for the benefit of stockholders
The Independent Directors also considered possible economies of
scale that the Adviser could achieve in its management of the
Fund. They considered the anticipated asset levels of the Fund,
the information provided by the Adviser relating to its
estimated costs, and information comparing the fee rate to be
charged by the Adviser with fee rates charged by other
unaffiliated investment advisers to their investment company
clients. The Independent Directors also considered the
Advisers commitment to increasing staff devoted to
managing the Fund as the assets of the Fund increase, and its
commitment to retaining its current professional staff in a
competitive environment for investment professionals. The
Independent Directors concluded that the fee structure was
reasonable in view of the information provided by the Adviser.
The Independent Directors also noted that the fee structure
currently does not provide for a sharing of any economies of
scale that might be experienced from substantial future growth
of the Company.
Based on the review of the Board of Directors of the Fund,
including their consideration of each of the factors discussed
above and the materials requested from and provided by the
Adviser, the Board concluded, in agreement with the
recommendation of the Independent Directors, that the Fund and
its stockholders received reasonable value in return for the
advisory fees and other amounts paid to the Adviser by the Fund
under the Agreement, that stockholders could expect to receive
reasonable value in return for the advisory fees and other
amounts proposed to be paid to the Adviser by the Fund under the
Agreement and that approval of the continuation of the Agreement
was in the best interests of stockholders of the Fund.
36
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Position(s)
|
|
|
|
|
|
Directorships
|
Name and Address
|
|
Held with
|
|
Term of Office/
|
|
Principal Occupations
|
|
Held by
|
(Year Born)
|
|
Registrant
|
|
Time of Service
|
|
During Past Five Years
|
|
Director/Officer
|
|
Independent
Directors(1)
|
|
|
|
|
|
|
Anne K. Costin
c/o KA
Fund
Advisors, LLC
1800 Avenue of the Stars, 2nd Floor
Los Angeles,
CA 90067
(born 1950)
|
|
Director
|
|
3-year term (until the 2010 Annual Meeting of
Stockholders)/served since July 2005
|
|
Adjunct Professor in the Finance and Economics Department of
Columbia University Graduate School of Business in New York. As
of March 1, 2005, Ms. Costin retired after a 28-year career at
Citigroup. During the last five years she was Managing Director
and Global Deputy Head of the Project & Structured Trade
Finance product group within Citigroups Investment Banking
Division.
|
|
Kayne
Anderson MLP Investment Company
|
|
|
|
|
|
|
|
|
|
Steven C. Good
c/o KA
Fund
Advisors, LLC.
1800 Avenue of the Stars, 2nd Floor
Los Angeles,
CA 90067
(born 1942)
|
|
Director
|
|
3-year term (until the 2008 Annual Meeting of
Stockholders)/served since May 2005
|
|
Senior partner at Good Swartz Brown & Berns LLP, which
offers accounting, tax and business advisory services to middle
market private and publicly-traded companies, their owners and
their management. Founded Block, Good and Gagerman in 1976,
which later evolved in stages into Good Swartz Brown &
Berns LLP.
|
|
Kayne
Anderson MLP Investment Company; OSI Systems,
Inc.; Big Dog Holdings, Inc.; and California Pizza Kitchen, Inc.
|
|
|
|
|
|
|
|
|
|
Gerald I. Isenberg
c/o KA
Fund
Advisors, LLC.
1800 Avenue of the Stars, 2nd Floor
Los Angeles,
CA 90067
(born 1940)
|
|
Director
|
|
3-year term (until the 2008 Annual Meeting of
Stockholders)/served since May 2005
|
|
Adjunct Professor and Tenured Professor at the University of
Southern California School of Cinema-Television since 2007 and
1995, respectively. Chief Financial Officer of Teeccino Caffe
Inc., a privately owned beverage manufacturer and distributor.
Board member of Kayne Anderson Rudnick Mutual
Funds(2)
from 1998 to 2002.
|
|
Kayne
Anderson MLP Investment Company;
Teeccino Caffe Inc.; the Caucus of Producers, Writers and
Directors Foundation
|
|
|
|
|
|
|
|
|
|
Michael C. Morgan
c/o KA
Fund
Advisors, LLC
1800 Avenue of the Stars, 2nd Floor
Los Angeles,
CA 90067
(born 1968)
|
|
Director
|
|
3-year term (until the 2010 Annual Meeting of
Stockholders)/served since May 2007
|
|
President and Chief Executive Officer Portcullis Partners, LP, a
privately owned investment partnership, since 2005. Adjunct
Professor in the Practice of Management at the Jones Graduate
School of Management at Rice University since 2003. President of
Kinder Morgan, Inc., an energy transportation and storage
company, and of Kinder Morgan Energy Partners, LP, a publicly
traded pipeline limited partnership, from 2001 to 2004.
|
|
Kayne
Anderson MLP Investment Company;
Knight, Inc. (f.k.a. Kinder Morgan, Inc.)
|
37
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
INFORMATION
CONCERNING DIRECTORS AND CORPORATE
OFFICERS (CONTINUED)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Position(s)
|
|
|
|
|
|
Directorships
|
Name and Address
|
|
Held with
|
|
Term of Office/
|
|
Principal Occupations
|
|
Held by
|
(Year Born)
|
|
Registrant
|
|
Time of Service
|
|
During Past Five Years
|
|
Director/Officer
|
|
Interested
Director(1)
and
Corporate Officers
|
|
|
|
|
|
|
|
|
Kevin S.
McCarthy(3)
c/o KA
Fund
Advisors, LLC
717 Texas Avenue,
Suite 3100,
Houston, TX 77002
(born 1959)
|
|
Chairman of the Board of Directors; President and Chief
Executive Officer
|
|
3-year term as a director (until the 2009 Annual Meeting of
Stockholders), elected annually as an officer/served since May
2005
|
|
Senior Managing Director of KACALP since June 2004 and of KAFA
since 2006. From November 2000 to May 2004, Global Head of
Energy at UBS Securities LLC. President and Chief Executive
Officer of Kayne Anderson MLP Investment Company
(KYN) and Kayne Anderson Energy Development Company
(KED).
|
|
Kayne
Anderson MLP Investment Company;
Kayne Anderson Energy Development Company; Range Resources
Corporation; Clearwater
Natural
Resources,
L.L.C.; Direct Fuels Partners, L.P.
|
|
|
|
|
|
|
|
|
|
Terry A. Hart
c/o KA
Fund
Advisors, LLC
717 Texas Avenue,
Suite 3100,
Houston, TX 77002
(born 1969)
|
|
Chief Financial Officer and Treasurer
|
|
Elected annually/served since December 2005
|
|
Chief Financial Officer and Treasurer of KYN since December 2005
and of KED since September 2006. Director of Structured Finance,
Assistant Treasurer and most recently as Senior Vice President
and Controller of Dynegy, Inc. from 2000 to 2005.
|
|
None
|
|
|
|
|
|
|
|
|
|
David J. Shladovsky
c/o KA
Fund
Advisors, LLC
1800 Avenue of the Stars, 2nd Floor
Los Angeles,
CA 90067
(born 1960)
|
|
Secretary, and Chief Compliance Officer
|
|
Elected annually/served since inception
|
|
Managing Director and General Counsel of KACALP since 1997 and
of KAFA since 2006. Secretary and Chief Compliance Officer of
KYN since 2004 and of KED since 2006.
|
|
None
|
|
|
|
|
|
|
|
|
|
J.C. Frey
c/o KA
Fund
Advisors, LLC
1800 Avenue of the Stars, 2nd Floor
Los Angeles,
CA 90067
(born 1968)
|
|
Vice President; Assistant Treasurer and Assistant Secretary
|
|
Elected annually/served as Assistant Treasurer and Assistant
Secretary since inception; served as Vice President since June
2005
|
|
Senior Managing Director of KACALP since 2004, and of KAFA since
2006 and as a Managing Director of KACALP since 2001. Portfolio
Manager of KACALP since 2000 and Portfolio Manager, Vice
President, Assistant Secretary and Assistant Treasurer of KYN
since 2004 and of KED since 2006.
|
|
None
|
38
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
INFORMATION
CONCERNING DIRECTORS AND CORPORATE
OFFICERS (CONCLUDED)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Position(s)
|
|
|
|
|
|
Directorships
|
Name and Address
|
|
Held with
|
|
Term of Office/
|
|
Principal Occupations
|
|
Held by
|
(Year Born)
|
|
Registrant
|
|
Time of Service
|
|
During Past Five Years
|
|
Director/Officer
|
|
James C. Baker
c/o KA
Fund
Advisors, LLC
717 Texas Avenue,
Suite 3100,
Houston, TX 77002
(born 1972)
|
|
Vice President
|
|
Elected annually/served since June 2005
|
|
Senior Managing Director of KACALP and has served since December
2004 and of KAFA since 2006. Vice President of KYN since 2004
and of KED since 2006. Director in Planning and Analysis at
El Paso Corporation from April 2004 to December 2004.
Director at UBS Securities LLC (energy investment banking group)
from 2002 to 2004 and Associate Director from 2000 to 2002.
|
|
ProPetro Services, Inc.
|
|
|
(1)
|
Each Director oversees two registered investment companies in
the fund complex.
|
|
(2)
|
The investment adviser to the Kayne Anderson Rudnick Mutual
Funds, Kayne Anderson Rudnick Investment Management, LLC,
formerly was an affiliate of KACALP .
|
|
(3)
|
Mr. McCarthy is an interested person of Kayne
Anderson Energy Total Return Fund, Inc. by virtue of his
employment relationship with KACALP, investment adviser of the
Fund.
|
Additional information regarding the Funds directors is
contained in the Funds Statement of Additional
Information, the most recent version of which can be found on
the Funds website at
http://www.kaynefunds.com
or is available without charge, upon request, by calling
(877) 657-3863.
39
KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.
(UNAUDITED)
The Funds Chief Executive Officer has filed an annual
certification with the NYSE that, as of the date of the
certification, he was unaware of any violation by the Fund of
the NYSEs corporate governance listing standards.
PROXY
VOTING AND PORTFOLIO HOLDINGS INFORMATION
(UNAUDITED)
The policies and procedures that the Fund uses to determine how
to vote proxies relating to its portfolio securities are
available:
|
|
|
|
|
without charge, upon request, by calling
(877) 657-3863;
|
|
|
|
on the Funds website,
http://www.kaynefunds.com; or
|
|
|
|
on the website of the Securities and Exchange Commission,
http://www.sec.gov.
|
Information regarding how the Fund voted proxies relating to
portfolio securities during the most recent period ended June 30
is available without charge, upon request, by calling
(877) 657-3863,
and on the SECs website at
http://www.sec.gov
(see
Form N-PX).
The Fund files a complete schedule of its portfolio holdings for
the first and third quarters of its fiscal year with the SEC on
Form N-Q.
The Funds
Forms N-Q
are available on the SECs website at
http://www.sec.gov
and may be reviewed and copied at the SECs Public
Reference Room in Washington, DC. Information on the operation
of the SECs Public Reference Room may be obtained by
calling 1-202-551-8090. The Fund also makes its
Forms N-Q
available on its website at
http://www.kaynefunds.com.
SHARE
REPURCHASE DISCLOSURE
(UNAUDITED)
Notice is hereby given in accordance with Section 23(c) of
the Investment Company Act of 1940, as amended, that the Fund
may from time to time purchase shares of its common stock in the
open market.
40
|
|
|
Directors and Corporate Officers
|
|
|
Kevin S. McCarthy
|
|
Chairman of the Board of Directors, President and
Chief Executive Officer
|
Anne K. Costin
|
|
Director
|
Steven C. Good
|
|
Director
|
Gerald I. Isenberg
|
|
Director
|
Michael C. Morgan
|
|
Director
|
Terry A. Hart
|
|
Chief Financial Officer and Treasurer
|
David J. Shladovsky
|
|
Secretary and Chief Compliance Officer
|
J.C. Frey
|
|
Vice President, Assistant Secretary and Assistant Treasurer
|
James C. Baker
|
|
Vice President
|
|
|
|
Investment Adviser
|
|
Administrator
|
KA Fund Advisors, LLC
717 Texas Avenue, Suite 3100
Houston, TX 77002
|
|
Bear Stearns Funds Management Inc.
383 Madison Avenue
New York, NY 10179
|
|
|
|
1800 Avenue of the Stars, Second Floor
Los Angeles, CA 90067
|
|
Stock Transfer Agent and Registrar
American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
|
|
|
|
Custodian
|
|
Independent Registered Public Accounting Firm
|
Custodial Trust Company
101 Carnegie Center
Princeton, NJ 08540
|
|
PricewaterhouseCoopers LLP
350 South Grand Avenue
Los Angeles, CA 90071
|
|
|
|
|
|
Legal Counsel
Paul, Hastings, Janofsky & Walker LLP
55 Second Street, 24th Floor
San Francisco, CA 94105
|
For stockholder inquiries, registered stockholders should call
(800) 937-5449.
For general inquiries, please call
(877) 657-3863;
or visit us on the web at
http://www.kaynefunds.com.
This report, including the financial statements herein, is made
available to stockholders of the Fund for their information. It
is not a prospectus, circular or representation intended for use
in the purchase or sale of shares of the Fund or of any
securities mentioned in this report.
Item 2. Code of Ethics.
(a) As of the end of the period covered by this report, the Registrant has adopted a code of ethics
that applies to the Registrants principal executive officer, principal accounting officer, and
persons performing similar functions.
(c) and (d). During the period covered by this report, there was no amendment to, and no waiver
granted from, any provision of the code of ethics that applies to the Registrants principal
executive officer, principal accounting officer, and persons performing similar functions.
(f)(1)
Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit (EX-99.CODE ETH) a
copy of its code of ethics that applies to its principal executive officer, principal financial
officer, and persons performing similar functions.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrants board of directors has determined that the Registrant has three audit
committee financial experts serving on its audit committee.
(a)(2) The audit committee financial experts are Steven C. Good, Gerald I. Isenberg and Michael C.
Morgan. Messrs. Good, Isenberg and Morgan are independent for purposes of this Item.
Item 4. Principal Accountant Fees and Services.
(a) through (d). The information in the table below is provided for services rendered to the
registrant by its independent registered public accounting firm, PricewaterhouseCoopers LLP, during
the Registrants (a) last fiscal year ended November 30, 2007, and (b) fiscal year ended November
30, 2006.
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Audit Fees |
|
$ |
158,000 |
|
|
$ |
161,000 |
|
Audit-related Fees |
|
|
|
|
|
|
|
|
Tax |
|
|
137,000 |
|
|
|
130,000 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
295,000 |
|
|
$ |
291,000 |
|
|
|
|
|
|
|
|
(e)(1) Audit Committee Pre-Approval Policies and Procedures.
Before the auditor is (i) engaged by the Registrant to render audit, audit related or permissible
non-audit services to the Registrant or (ii) with respect to non-audit services to be provided by
the auditor to the Registrants investment adviser or any entity in the investment Registrant
complex, if the nature of the
services provided relate directly to the operations or financial reporting of the Registrant,
either: (a) the Audit Committee shall pre-approve such engagement; or (b) such engagement shall be
entered into pursuant to pre-approval policies and procedures established by the Audit Committee.
Any such policies and procedures must be detailed as to the particular service and not involve any
delegation of the Audit Committees responsibilities to the Registrants investment adviser. The
Audit Committee may delegate to one or more of its members the authority to grant pre-approvals.
The pre-approval policies and procedures shall include the requirement that the decisions of any
member to whom authority is delegated under this provision shall be presented to the full Audit
Committee at its next scheduled meeting. Under certain limited circumstances, pre-approvals are not
required if certain de minimis thresholds are not exceeded, as such thresholds are set forth by the
Audit Committee and in accordance with applicable SEC rules and regulations.
(e)(2) None of the services provided to the Registrant described in paragraphs (b)-(d) of Item 4
were pre-approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees billed by PricewaterhouseCoopers LLP for services rendered to the
Registrant for the fiscal year ended November 30, 2007 was
137,000, and $130,000 for the fiscal year
ended November 30, 2006. There were no non-audit fees billed by PricewaterhouseCoopers LLP for
services rendered to the Registrants investment advisor (not including any sub-advisor whose role
is primarily portfolio management and is subcontracted with or overseen by another investment
advisor) or any entity controlling, controlled by, or under common control with the investment
advisor that provides ongoing services to the Registrant for each of the last two fiscal years.
(h) No disclosures are required by this Item 4(h).
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing audit committee established in accordance with
Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. Steven C. Good (Chair),
Michael C. Morgan and Gerald I. Isenberg are the members of the Registrants audit committee.
Item 6. Schedule of Investments.
Please see the schedule of investments contained in the Report to Stockholders included under
Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management
Investment Companies.
The Registrant has delegated the voting of proxies relating to its voting securities to its
investment adviser. Effective December 31, 2006, Kayne Anderson Capital Advisors, L.P. assigned its
investment management agreement to its subsidiary KA Fund Advisors, LLC (the Adviser). That
assignment occurred only for internal organizational purposes and did not result in any change of
corporate officers, portfolio management personnel or control. The respective Proxy Voting Policies
and Procedures of the Registrant and the Adviser are attached as Exhibit 99.VOTEREG and Exhibit
99.VOTEADV hereto.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) As of November 30, 2007, the following individuals (the Portfolio Managers) are primarily
responsible for the day-to-day management of the Registrants portfolio:
Kevin S. McCarthy is Registrants Chief Executive Officer and co-portfolio manager and he has
served as the Chief Executive Officer and co-portfolio manager of Kayne Anderson MLP Investment
Company since July 2004 and of Kayne Anderson Energy Development Company since September 2006. Mr.
McCarthy has served as a Senior Managing Director at Kayne Anderson Capital Advisors, L.P. since
June 2004 and of KA Fund Advisers, LLC (collectively with Kayne Anderson Capital Advisors, L.P.,
Kayne Anderson) since 2006. Prior to that, he was Global Head of Energy at UBS Securities LLC. In
this role, he had senior responsibility for all of UBS energy investment banking activities. Mr.
McCarthy was with UBS Securities from 2000 to 2004. From 1995 to 2000, Mr. McCarthy led the energy
investment banking activities of Dean Witter Reynolds and then PaineWebber Incorporated. He began
his investment banking career in 1984. He earned a BA degree in Economics and Geology from Amherst
College in 1981, and an MBA degree in Finance from the University of Pennsylvanias Wharton School
in 1984.
J.C. Frey is Registrants Vice President, Assistant Secretary, Assistant Treasurer and
co-portfolio manager and a Senior Managing Director of Kayne Anderson. He serves as portfolio
manager of Kayne Andersons funds investing in MLP securities, including service as a co-portfolio
manager, Vice President, Assistant Secretary and Assistant Treasurer of Kayne Anderson MLP
Investment Company since July 2004 and Kayne Anderson Energy Development Company since September
2006. Mr. Frey began investing in MLPs on behalf of Kayne Anderson in 1998 and has served as
portfolio manager of Kayne Andersons MLP funds since their inception in 2000. Prior to joining
Kayne Anderson in 1997, Mr. Frey was a CPA and audit manager in KPMG Peat Marwicks financial
services group, specializing in banking and finance clients, and loan securitizations. Mr. Frey
graduated from Loyola Marymount University with a BS degree in Accounting in 1990. In 1991, he
received a Masters degree in Taxation from the University of Southern California.
(a)(2)(i) & (ii) Other Accounts Managed by Portfolio Managers:
The following table reflects information regarding accounts for which the Portfolio Managers have
day-to-day management responsibilities (other than the Registrant). Accounts are grouped into three
categories: (i) registered investment companies, (ii) other pooled investment accounts, and (iii)
other accounts. To the extent that any of these accounts pay advisory fees that are based on
account performance, this information will be reflected in a separate table below. Information is
shown as of November 30, 2007. Asset amounts are approximate and have been rounded.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered |
|
|
|
|
|
|
|
|
|
Investment Companies |
|
|
Other Pooled |
|
|
|
|
|
|
(excluding us) |
|
|
Investment Vehicles |
|
|
Other Accounts |
|
|
|
|
|
|
|
Total Assets |
|
|
|
|
|
|
Total Assets |
|
|
|
|
|
|
Total Assets |
|
|
|
Number of |
|
|
in the Accounts |
|
|
Number of |
|
|
in the Accounts |
|
|
Number of |
|
|
in the Accounts |
|
Portfolio Manager |
|
Accounts |
|
|
($ in billions) |
|
|
Accounts |
|
|
($ in billions) |
|
|
Accounts |
|
|
($ in billions) |
|
Kevin McCarthy |
|
1 |
|
|
|
$2.2 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
0 |
|
|
|
N/A |
|
J.C. Frey |
|
1 |
|
|
|
$2.2 |
|
|
|
1 |
|
|
|
$0.0 |
|
|
|
0 |
|
|
|
N/A |
|
(a)(2)(iii) Other Accounts That Pay Performance-Based Advisory Fees Managed by Portfolio Managers:
The following table reflects information regarding accounts for which the Portfolio Managers have
day-to-day management responsibilities (other than the Registrant) and with respect to which the
advisory fee is based on account performance. Information is shown as of November 30, 2007. Asset
amounts are approximate and have been rounded.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered(1) |
|
|
|
|
|
|
|
|
|
Investment Companies |
|
|
Other Pooled |
|
|
|
|
|
|
(excluding us) |
|
|
Investment Vehicles |
|
|
Other Accounts |
|
|
|
|
|
|
|
Total Assets |
|
|
|
|
|
|
Total Assets |
|
|
|
|
|
|
Total Assets |
|
|
|
Number of |
|
|
in the Accounts |
|
|
Number of |
|
|
in the Accounts |
|
|
Number of |
|
|
in the Accounts |
|
Portfolio Manager |
|
Accounts |
|
|
($ in billions) |
|
|
Accounts |
|
|
($ in billions) |
|
|
Accounts |
|
|
($ in billions) |
|
Kevin McCarthy |
|
1 |
|
|
|
$0.4 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
0 |
|
|
|
N/A |
|
J.C. Frey |
|
1 |
|
|
|
$0.4 |
|
|
|
9 |
|
|
|
$2.2 |
|
|
|
2 |
|
|
|
$0.1 |
|
|
|
|
(1) |
|
Messrs. McCarthy and Frey serve as portfolio manager of KED, a closed end management investment
company that has elected to be treated as a business development company. For purposes of this
table, KED is included in the information contained in this column, even though it is not a
registered investment company. |
(a)(2)(iv) Conflicts of Interest:
Some of the other accounts managed by Messrs. McCarthy and Frey have investment strategies that are
similar to that of the Registrant. However, Kayne Anderson manages potential conflicts of interest
by allocating investment opportunities in accordance with its written allocation policies and
procedures.
(a)(3) Compensation, as of November 30, 2007:
Messrs. McCarthy and Frey are compensated by Kayne Anderson through
partnership distributions from Kayne Anderson, based on the amount of assets
they manage and they receive a portion of the advisory fees applicable to those accounts, which,
with respect to certain accounts, as noted above, are based in part on the performance of those
accounts.
Additional
benefits received by Messrs. McCarthy and Frey are normal and customary benefits provided
by investment advisors.
(a)(4) As of November 30, 2007, the end of the Registrants most recently completed fiscal year,
the dollar range of equity securities beneficially owned by each portfolio manager in the
Registrant is shown below:
Kevin McCarthy: $100,001-$500,000
J.C. Frey: $100,001-$500,000
Through their limited partnership interests in Kayne Anderson Capital Advisors, L.P., which owns
shares of Registrants common stock, Messrs. McCarthy and Frey could be deemed to also indirectly
own a portion of Registrants securities.
(b) Not Applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Companies and Affiliated
Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
None.
Item 11. Controls and Procedures.
(a) The Registrants principal executive officer and principal financial officer have
evaluated the Registrants disclosure controls and procedures as of a date within 90 days of this
filing and have concluded that the Registrants disclosure controls and procedures are effective,
as of such date, in ensuring that information required to be disclosed by the registrant in this
Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The Registrants principal executive officer and principal financial officer are aware of
no changes in the Registrants internal control over financial reporting that occurred during the
Registrants last fiscal half-year that has materially affected, or is reasonably likely to
materially affect, the Registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1)
Code of Ethics attached hereto as EX-99.CODE ETH.
(a)(2) Separate certifications of Principal Executive and Financial Officers pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 attached hereto as EX-99.CERT.
(b) Certification of Principal Executive and Financial Officers pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 furnished as EX-99.906 CERT.
(99) Proxy
Voting Policies of the Registrant attached hereto as EX-99.VOTEREG.
(99) Proxy
Voting Policies of the Adviser attached hereto as EX-99.VOTEADV.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and 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.
|
|
|
By: |
/S/ KEVIN S. MCCARTHY
|
|
|
|
Kevin S. McCarthy |
|
|
|
Chairman, President and Chief Executive Officer |
|
|
Date:
February 7, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
By: |
/S/ KEVIN S. MCCARTHY
|
|
|
|
Kevin S. McCarthy |
|
|
|
Chairman, President and Chief Executive Officer |
|
|
Date:
February 7, 2008
|
|
|
|
|
By: |
/S/ TERRY A. HART
|
|
|
|
Terry A. Hart |
|
|
|
Chief Financial Officer and Treasurer |
|
|
Date:
February 7, 2008