Edgar Filing: ClearBridge Energy MLP Total Return Fund Inc.

ClearBridge Energy MLP Total Return Fund

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 811-22693

ClearBridge Energy MLP Total Return Fund

(Exact name of registrant as specified in charter)

620 Eighth Avenue 49^th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place,

Stamford, CT 06902

(Name and address of agent for service)

Registrant's telephone number, including area code: (888) 777-0102

Date of fiscal year end: November 30

Date of reporting period: May 31, 2015

ITEM 1.

REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.

LOGO


Semi-Annual Report		May 31, 2015

CLEARBRIDGE

ENERGY MLP TOTAL

RETURN FUND INC. (CTR)

LOGO

INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE


What’s inside
Letter from the chairman			II
Investment commentary			III
Fund at a glance			1
Schedule of investments			2
Statement of assets and liabilities			5
Statement of operations			6
Statements of changes in net assets			7
Statement of cash flows			8
Financial highlights			9
Notes to financial statements			11
Additional shareholder information			23
Dividend reinvestment plan			24

Fund objective

The Fund’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation.

The Fund seeks to achieve its objective by investing primarily in energy master limited partnerships (“MLPs”).

Letter from the chairman

LOGO

Dear Shareholder,

We are pleased to provide the semi-annual report of ClearBridge Energy MLP Total Return Fund Inc. for the six-month reporting period ended May 31, 2015. Please read on for Fund performance information and a detailed look at prevailing economic and market conditions during the Fund’s reporting period.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.com. Here you can gain immediate access to market and investment information, including:

Fund prices and performance,

Market insights and commentaries from our portfolio managers, and

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

LOGO

Kenneth D. Fuller

Chairman, President and Chief Executive Officer

June 26, 2015


II		ClearBridge Energy MLP Total Return Fund Inc.

Investment commentary

Economic review

The U.S. economy expanded moderately during the six months ended May 31, 2015 (the “reporting period”). While the U.S. Department of Commerce reported that third quarter 2014 U.S. gross domestic product (“GDP”)ⁱ growth was a strong 5.0%, fourth quarter 2014 GDP growth slowed to a more modest 2.2%. The deceleration in growth primarily reflected an upturn in imports, a downturn in federal government spending and moderating nonresidential fixed investment. In addition, the U.S. Department of Commerce reported that first quarter 2015 GDP growth was -0.2%. This downturn was attributed to a number of factors, including a deceleration in personal consumption expenditures, along with negative contributions from exports, nonresidential fixed investment, and state and local government spending.

Activity in the U.S. manufacturing sector also moderated during the reporting period. Based on the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”)ⁱⁱ, U.S. manufacturing expanded during all six months of the reporting period (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). After a reading of 55.1 in December 2014, the PMI generally decelerated over much of the reporting period and the PMI was 52.8 in May 2015.

The labor market was a moderate tailwind for the economy during the reporting period. When the period began, unemployment was 5.6%, as reported by the U.S. Department of Labor. By May 2015, unemployment was 5.5%, close to its lowest level since May 2008.


ClearBridge Energy MLP Total Return Fund Inc.		III

Investment commentary (cont’d)

Market review

Q. How did the Federal Reserve Board (“Fed”)ⁱⁱⁱ respond to the economic environment?

A. The Fed took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As it has since December 2008, the Fed maintained the federal funds rate^iv at a historically low range between zero and 0.25%. The Fed ended its asset purchase program that was announced in December 2012. In December 2014, the Fed said that “it can be patient in beginning to normalize the stance of monetary policy.” At its meeting that ended on April 29, 2015, the Fed said, “…economic growth slowed during the winter months, in part reflecting transitory factors.” Finally, at its meeting that concluded on June 17, 2015, after the reporting period ended, the Fed said, “The Committee currently anticipates that, even after employment and inflation are near mandate-consistent levels, economic conditions may, for some time, warrant keeping the target federal funds rate below levels the Committee views as normal in the longer run.”

Q. What factors impacted the U.S. stock market during the reporting period?

A. The U.S. stock market gained modestly over the six months ended May 31, 2015. After treading water in December 2014, the market fell sharply in January 2015. This setback was triggered by concerns over global growth and geopolitical issues. The market then moved sharply higher in February given strong investor risk appetite. After another bout of weakness in March, the market posted positive returns in April and May. All told, for the six months ended May 31, 2015, the S&P 500 Index^v gained 2.97%.

Looking at the U.S. stock market more closely, small-cap stocks generated the best returns, with the Russell 2000 Index^vi returning 6.94% during the reporting period. Large-cap stocks, as measured by the Russell 1000 Index^vii, returned 3.41% and mid-cap stocks, as measured by the Russell Midcap Index^viii rose 4.74%. From an investment style perspective, growth and value stocks, as measured by the Russell 3000 Growth^ix and Russell 3000 Value^x Indices, returned 5.15% and 2.14%, respectively, during the six months ended May 31, 2015.

Looking at the energy master limited partnership (“MLP”) market, over the six months ended May 31, 2015, the Alerian MLP Index^xi declined 8.42% compared to the 2.97% return of the S&P 500 Index. After outperforming the broader market for the first half of 2014, the Alerian MLP Index sold off as oil prices collapsed from above $100 per barrel to the March 2015 lows of around $40 per barrel. The correction in the index surprised many investors given the fee-based nature of MLPs. While the speed and magnitude of the decline were noteworthy, it is worth remembering that MLP stocks entered the oil correction at all-time highs and these demanding valuations left MLPs vulnerable. Given a precipitous decline in oil prices, we have witnessed a reduction in capital expenditures, starting in the Exploration and Production (“E&P”) segment of the market. This, in turn, has caused many management teams of midstream MLPs to lower their own growth forecasts. In the short term, MLP stocks may continue to fluctuate. But, over the long term, we believe MLP share prices will be driven by the companies’ fundamentals and their ability to grow distributions to investors. Despite the


IV		ClearBridge Energy MLP Total Return Fund Inc.

collapse in oil prices, we expect MLPs will continue to grow their distributions in 2015 and beyond. Our view that the MLP landscape will continue to evolve and expand over the long-term remains unchanged.

Performance review

For the six months ended May 31, 2015, ClearBridge Energy MLP Total Return Fund Inc. returned -4.34% based on its net asset value (“NAV”)^xii and -5.69% based on its New York Stock Exchange (“NYSE”) market price per share. The Lipper Energy MLP Closed-End Funds Category Average^xiii returned -8.12% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

During this six-month period, the Fund made distributions to shareholders totaling $0.69 per share. As of May 31, 2015, the Fund estimates that 22% of the distributions were sourced from net investment income and 78% constituted a return of capital.* The performance table shows the Fund’s six-month total return based on its NAV and market price as of May 31, 2015. Past performance is no guarantee of future results.


Performance Snapshot as of May 31, 2015 (unaudited)
Price Per Share	6-Month Total Return**
$22.68 (NAV)		-4.34	%†
$20.14 (Market Price)		-5.69	%‡

All figures represent past performance and are not a guarantee of future results. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.

† Total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV.

‡ Total return assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

Looking for additional information?

The Fund is traded under the symbol “CTR” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XCTRX” on most financial websites. Barron’s and the Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com.

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

Thank you for your investment in ClearBridge Energy MLP Total Return Fund Inc. As

These estimates are not for tax purposes. The Fund will issue a Form 1099 with final composition of the distributions for tax purposes after year-end. A return of capital is not taxable and results in a reduction in the tax basis of a shareholder’s investment. For more information about a distribution’s composition, please refer to the Fund’s distribution press release or, if applicable, the Section 19 notice located in the press release section of our website, www.lmcef.com.


ClearBridge Energy MLP Total Return Fund Inc.		V

Investment commentary (cont’d)

always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

LOGO

Kenneth D. Fuller

Chairman, President and

Chief Executive Officer

June 26, 2015

RISKS: All investments are subject to risk, including the risk of loss. MLP distributions are not guaranteed and there is no assurance that all distributions will be tax deferred. Investments in MLP securities are subject to unique risks. The Fund’s concentration of investments in energy related MLPs subject it to the risks of MLPs and the energy sector, including the risks of declines in energy and commodity prices, decreases in energy demand, adverse weather conditions, natural or other disasters, changes in government regulation, and changes in tax laws. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. Derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. The Fund may invest in small capitalization or illiquid securities which can increase the risk and volatility of the Fund.

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.


VI		ClearBridge Energy MLP Total Return Fund Inc.

ⁱ	Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

ⁱⁱ	The Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the U.S. manufacturing sector.

ⁱⁱⁱ	The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments.

^iv	The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

^v	The S&P 500 Index is an unmanaged index of 500 stocks and is generally representative of the performance of larger companies in the U.S.

^vi

The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market.

^vii

The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 92% of the U.S. market.

^viii

The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap is a subset of the Russell 1000 Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap represents approximately 31% of the total market capitalization of the Russell 1000 companies.

^ix

The Russell 3000 Growth Index measures the performance of the broad growth segment of the U.S. equity universe. It includes those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.)

^x	The Russell 3000 Value Index measures the performance of the broad value segment of the U.S. equity universe. It includes those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values.

^xi	The Alerian MLP Index is a composite of the fifty most prominent energy master limited partnerships (“MLPs”) and is calculated using a float-adjusted, capitalization-weighted methodology.

^xii

Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.

^xiii

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended May 31, 2015, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 23 funds in the Fund’s Lipper category.


ClearBridge Energy MLP Total Return Fund Inc.		VII

Fund at a glance^† (unaudited)

Investment breakdown (%) as a percent of total investments

LOGO

†	The bar graph above represents the composition of the Fund’s investments as of May 31, 2015 and November 30, 2014. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		1

Schedule of investments (unaudited)

May 31, 2015

ClearBridge Energy MLP Total Return Fund Inc.


Security	Shares/ Units		Value
Master Limited Partnerships — 148.9%
Diversified Energy Infrastructure — 34.8%
Energy Transfer Equity LP		1,002,870	$	68,867,083
Energy Transfer Partners LP		917,654		51,599,684
Enterprise Products Partners LP		2,813,343		91,208,580
Genesis Energy LP		803,930		39,095,116
ONEOK Partners LP		971,565		37,939,613
Plains GP Holdings LP, Class A Shares		486,410		13,600,024
Total Diversified Energy Infrastructure				302,310,100
Gathering/Processing — 44.9%
Antero Midstream Partners LP		1,480,175		42,184,987
Cone Midstream Partners LP		910,290		17,759,758
Crestwood Midstream Partners LP		665,114		8,925,830
DCP Midstream Partners LP		1,144,958		43,279,412
Enable Midstream Partners LP		963,501		17,150,318
EnLink Midstream Partners LP		1,430,830		35,513,201
MarkWest Energy Partners LP		1,300,000		84,019,000
Midcoast Energy Partners LP		757,740		9,214,118
NGL Energy Partners LP		295,900		8,894,754
Rice Midstream Partners LP		1,072,509		18,286,278
Southcross Energy Partners LP		266,349		3,585,058
Summit Midstream Partners LP		620,930		20,881,876
Targa Resources Partners LP		1,297,130		56,074,930
Western Gas Partners LP		351,010		24,044,185
Total Gathering/Processing				389,813,705
General Partner — 3.6%
Crestwood Equity Partners LP		918,340		4,591,700
EQT GP Holdings LP		455,800		14,685,876	*
Tallgrass Energy GP LP		386,830		12,397,901	*
Total General Partner				31,675,477
Global Infrastructure — 4.1%
Brookfield Infrastructure Partners LP		828,440		35,830,030
Liquids Transportation & Storage — 34.2%
Buckeye Partners LP		827,900		64,021,507
Delek Logistics Partners LP		388,730		18,075,945
Enbridge Energy Partners LP		1,763,980		65,426,018
Holly Energy Partners LP		155,670		5,250,749
Magellan Midstream Partners LP		297,020		23,678,435
PBF Logistics LP		675,000		15,606,000

See Notes to Financial Statements.


2		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

ClearBridge Energy MLP Total Return Fund Inc.


Security	Shares/ Units		Value
Liquids Transportation & Storage — continued
Plains All American Pipeline LP		1,700,996	$	79,861,762
Sunoco Logistics Partners LP		245,466		9,720,454
Tesoro Logistics LP		37,388		2,161,400
World Point Terminals LP		727,340		12,873,918
Total Liquids Transportation & Storage				296,676,188
Natural Gas Transportation & Storage — 14.9%
Columbia Pipeline Partners LP		873,370		23,624,658
TC Pipelines LP		412,100		26,333,190
Williams Partners LP		1,430,004		79,908,624
Total Natural Gas Transportation & Storage				129,866,472
Oil/Refined Products — 4.5%
Rose Rock Midstream LP		391,349		19,829,654
VTTI Energy Partners LP		733,620		18,993,422
Total Oil/Refined Products				38,823,076
Propane — 1.4%
Suburban Propane Partners LP		281,767		12,341,395
Refining — 0.6%
Western Refining Logistics LP		183,500		5,415,085
Shipping — 5.9%
Golar LNG Partners LP		334,310		9,430,885
KNOT Offshore Partners LP		551,180		13,007,848
Teekay LNG Partners LP		381,410		13,372,235
Teekay Offshore Partners LP		673,046		15,042,578
Total Shipping				50,853,546
Total Master Limited Partnerships (Cost — $972,349,748)				1,293,605,074

	Shares
Common Stocks — 10.9%
Energy — 9.9%
Oil, Gas & Consumable Fuels — 9.9%
Kinder Morgan Inc.		2,070,378		85,899,983
Industrials — 1.0%
Transportation Infrastructure — 1.0%
Macquarie Infrastructure Corp.		105,300		8,912,592
Total Common Stocks (Cost — $61,203,538)				94,812,575
Total Investments — 159.8% (Cost — $1,033,553,286#)**				1,388,417,649
Mandatory Redeemable Preferred Stock, at Liquidation Value — (8.1)%				(70,000,000	)
Liabilities in Excess of Other Assets — (51.7)%				(449,743,393	)
Total Net Assets Applicable to Common Shareholders — 100.0%			$	868,674,256

See Notes to Financial Statements.


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		3

Schedule of investments (unaudited) (cont’d)

May 31, 2015

ClearBridge Energy MLP Total Return Fund Inc.

*	Non-income producing security.

**	The entire portfolio is subject to lien, granted to the lender and Senior Note holders, to the extent of the borrowing outstanding and any additional expenses.

#	Aggregate cost for federal income tax purposes is $889,220,809.

See Notes to Financial Statements.


4		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

Statement of assets and liabilities (unaudited)

May 31, 2015



Assets:
Investments, at value (Cost — $1,033,553,286)	$	1,388,417,649
Cash		10,078,018
Receivable for securities sold		2,721,730
Current tax receivable		1,295,820
Dividends and distributions receivable		422,715
Prepaid expenses		51,142
*Total Assets*		*1,402,987,074*

Liabilities:
Senior Secured Notes (net of deferred debt issuance and offering costs of $1,061,309) (Note 6)		178,938,691
Deferred tax liability (Note 10)		168,360,634
Loan payable (Note 5)		115,000,000
Mandatory Redeemable Preferred Stock ($100,000 liquidation value per share; 700 shares issued and outstanding) (net of deferred offering costs of $899,629) (Note 7)		69,100,371
Interest payable		1,289,157
Investment management fee payable		1,063,116
Audit and tax fees payable		250,210
Distributions payable to Mandatory Redeemable Preferred Stockholders		120,354
Directors’ fees payable		2,081
Accrued expenses		188,204
*Total Liabilities*		*534,312,818*
Total Net Assets Applicable to Common Shareholders	$	868,674,256

Net Assets Applicable to Common Shareholders:
Common stock par value ($0.001 par value, 38,305,191 shares issued and outstanding; 100,000,000 shares authorized)	$	38,305
Paid-in capital in excess of par value		594,038,349
Accumulated net investment loss, net of income taxes		(28,044,724)
Accumulated net realized gain on investments, net of income taxes		78,013,184
Net unrealized appreciation on investments, net of income taxes		224,629,142
Total Net Assets Applicable to Common Shareholders	$	868,674,256

Common Shares Outstanding		38,305,191

Net Asset Value Per Common Share		$22.68

See Notes to Financial Statements.


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		5

Statement of operations (unaudited)

For the Six Months Ended May 31, 2015



Investment Income:
Dividends and distributions	$	38,231,788
Less: Foreign taxes withheld		(11,519)
Return of capital (Note 1(f))		(33,232,260)
Net Dividends and Distributions		4,988,009
*Total Investment Income*		*4,988,009*

Expenses:
Investment management fee (Note 2)		5,956,708
Interest expense (Notes 5 and 6)		4,072,248
Distributions to Mandatory Redeemable Preferred Stockholders (Notes 1 and 7)		527,327
Audit and tax fees		142,410
Directors’ fees		86,007
Franchise taxes		79,283
Amortization of debt issuance and offering costs (Note 6)		67,348
Transfer agent fees		65,676
Legal fees		48,512
Fund accounting fees		43,098
Stock exchange listing fees		19,997
Amortization of preferred stock offering costs (Note 7)		19,831
Shareholder reports		18,869
Insurance		8,432
Rating agency fees		7,979
Commitment fees (Note 5)		7,646
Custody fees		3,156
Miscellaneous expenses		28,966
*Total Expenses*		*11,203,493*
Net Investment Loss, before income taxes		(6,215,484)
Net current and deferred tax benefit (Note 10)		2,280,600
Net Investment Loss, net of income taxes		(3,934,884)

Realized and Unrealized Gain (Loss) on Investments (Notes 1, 3 and 10):
Net Realized Gain (Loss) From:
Investment transactions		62,113,661
Deferred tax expense (Note 10)		(22,795,714)
*Net Realized Gain, net of income taxes*		*39,317,947*
Change in Net Unrealized Appreciation (Depreciation) From:
Investments		(119,657,925)
Deferred tax benefit (Note 10)		43,914,459
*Change in Net Unrealized Appreciation (Depreciation), net of income taxes*		*(75,743,466)*
Net Loss on Investments, net of income taxes		(36,425,519)
Decrease in Net Assets Applicable to Common Shareholders from Operations	$	(40,360,403)

See Notes to Financial Statements.


6		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

Statements of changes in net assets


For the Six Months Ended May 31, 2015 (unaudited) and the Year Ended November 30, 2014	2015		2014

Operations:
Net investment loss, net of income taxes	$	(3,934,884)	$	(9,277,676)
Net realized gain, net of income taxes		39,317,947		20,682,587
Change in net unrealized appreciation (depreciation), net of income taxes		(75,743,466)		101,756,111
*Increase (Decrease) in Net Assets Applicable to Common Shareholders from Operations*		*(40,360,403)*		*113,161,022*

Distributions to Common Shareholders From (Note 1):
Dividends		(5,666,523)		—
Return of capital		(20,572,533)		(50,754,378)
*Decrease in Net Assets from Distributions to Common Shareholders*		*(26,239,056)*		*(50,754,378)*

Fund Share Transactions:
Shelf registration offering costs (Note 9)		(96,867)		(167,734)
*Decrease in Net Assets from Fund Share Transactions*		*(96,867)*		*(167,734)*
*Increase (Decrease) in Net Assets Applicable to Common Shareholders*		*(66,696,326)*		*62,238,910*

Net Assets Applicable to Common Shareholders:
Beginning of period		935,370,582		873,131,672
End of period*	$	868,674,256	$	935,370,582
*Includesaccumulated net investment loss, net of income taxes, of:		$(28,044,724)		$(24,109,840)

See Notes to Financial Statements.


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		7

Statement of cash flows (unaudited)

For the Six Months Ended May 31, 2015



Increase (Decrease) in Cash:
Cash Provided (Used) by Operating Activities:
Net decrease in net assets applicable to common shareholders resulting from operations	$	(40,360,403)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided (used) by operating activities:
Purchases of portfolio securities		(213,086,703)
Sales of portfolio securities		138,424,417
Increase in distributions payable to Mandatory Redeemable Preferred Stockholders		120,354
Return of capital		33,232,260
Increase in receivable for securities sold		(2,721,730)
Increase in dividends and distributions receivable		(35,208)
Deferred preferred stock offering costs		(899,629)
Amortization of deferred debt issuance and offering costs		67,348
Increase in prepaid expenses		(19,297)
Decrease in current tax receivable		124,688
Increase in investment management fee payable		53,234
Decrease in Directors’ fees payable		(5,836)
Decrease in interest payable		(4,976)
Decrease in audit and tax fees payable		(20,790)
Decrease in accrued expenses		(41,972)
Decrease in deferred tax liability		(23,524,077)
Net realized gain on investments		(62,113,661)
Change in unrealized depreciation of investments		119,657,925
Net Cash Used in Operating Activities*		*(51,154,056)*

Cash Flows from Financing Activities:
Distributions paid on Common Stock		(26,239,056)
Increase in loan payable		15,000,000
Proceeds from offering of Mandatory Redeemable Preferred Stock		70,000,000
Shelf registration offering costs		(96,867)
*Net Cash Provided by Financing Activities*		*58,664,077*
Net Increase in Cash		7,510,021
Cash at Beginning of Period		2,567,997
Cash at End of Period	$	10,078,018

*	Included in operating expenses is cash of $4,093,078 paid for interest and commitment fees on borrowings.

See Notes to Financial Statements.


8		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

Financial highlights


For a common share of capital stock outstanding throughout each year ended November 30, unless otherwise noted:
	2015^1,2			2014¹			2013¹			2012^1,3

Net asset value, beginning of period		$24.42			$22.79			$19.59			$19.06	⁴

Income (loss) from operations:
Net investment loss		(0.10)			(0.24)			(0.31)			(0.08)
Net realized and unrealized gain (loss)		(0.95)			3.20			4.83			1.26
*Total income (loss) from operations*		*(1.05)*			*2.96*			*4.52*			*1.18*

Less distributions to common shareholders from:
Dividend		(0.15)	⁵		—			(0.27)			—
Return of capital		(0.54)	⁵		(1.33)			(1.05)			(0.65)
*Total distributions to common shareholders*		*(0.69)*			*(1.33)*			*(1.32)*			*(0.65)*

Net asset value, end of period		$22.68			$24.42			$22.79			$19.59

Market price, end of period		$20.14			$22.07			$21.90			$19.82
*Total return, based on NAV^6,7*		*(4.34)*	%		*13.03*	%		*23.39*	%		*6.28*	%
*Total return, based on Market Price⁸*		*(5.69)*	%		*6.76*	%		*17.34*	%		*2.50*	%

Net assets applicable to common shareholders, end of period (millions)		$869			$935			$873			$748

Ratios to average net assets:
Management fees		1.37	%⁹		1.28	%		1.30	%		1.24	%⁹
Other expenses		1.20	⁹		0.98			0.89			0.45	⁹
*Subtotal*		*2.57*			*2.26*			*2.19*			*1.69*
Income tax expense		—	¹⁰		6.91			12.02			8.55	⁹
*Total expenses*		*2.57*	⁹		*9.17*			*14.21*			*10.24*	*^9,11*
Net investment loss, net of income taxes		(0.90)	⁹		(0.99)			(1.42)			(0.92)	⁹

Portfolio turnover rate		10	%		13	%		25	%		4	%

Supplemental data:
Loan and Debt Issuance Outstanding, End of Period (000s)		$295,000			$280,000			$260,000			$240,000
Asset Coverage Ratio for Loan and Debt Issuance Outstanding¹²		418	%		434	%		436	%		412	%
Asset Coverage, per $1,000 Principal Amount of Loan and Debt Issuance Outstanding¹²		$4,182			$4,341	¹³		$4,358	¹³		$4,117	¹³
Weighted Average Loan and Debt Issuance (000s)		$294,918			$260,493			$250,082			$175,796
Weighted Average Interest Rate on Loan and Debt Issuance		2.77	%		2.99	%		2.42	%		1.04	%
Mandatory Redeemable Preferred Stock at Liquidation Value, End of Period (000s)		$70,000			—			—			—
Asset Coverage Ratio for Mandatory Redeemable Preferred Stock¹⁴		338	%		—			—			—
Asset Coverage, per $100,000 Liquidation Value per Share of Mandatory Redeemable Preferred Stock¹⁴		$337,993			—			—			—

See Notes to Financial Statements.


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		9

Financial highlights (cont’d)

¹	Per share amounts have been calculated using the average shares method.

²	For the six months ended May 31, 2015 (unaudited).

³	For the period June 27, 2012 (commencement of operations) to November 30, 2012.

⁴	Initial public offering price of $20.00 per share less offering costs and sales load totaling $0.94 per share.

⁵	The actual source of the Fund’s current fiscal year distributions may be from net investment income, return of capital or a combination of both. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year.

⁶

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

⁷	The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

⁸	The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

⁹	Annualized.

¹⁰	For the period ended May 31, 2015, the net income tax benefit was 5.37%. The net income tax benefit is not reflected in the Fund’s expense ratios.

¹¹	Excludes the impact of reimbursement for organization fees in the amount of 0.02%. Inclusive of the reimbursement the ratio is 10.22%. The investment manager has agreed to reimburse all organization expenses.

¹²	Represents value of net assets plus the loan outstanding, debt issuance outstanding and mandatory redeemable preferred stock at the end of the period divided by the loan and debt issuance outstanding at the end of the period.

¹³	Added to conform to current period presentation.

¹⁴	Represents value of net assets plus the loan outstanding, debt issuance outstanding and mandatory redeemable preferred stock at the end of the period divided by the loan, debt issuance and mandatory redeemable preferred stock outstanding at the end of the period.

See Notes to Financial Statements.


10		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

Notes to financial statements (unaudited)

1. Organization and significant accounting policies

ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”) was incorporated in Maryland on April 10, 2012 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Board of Directors authorized 100 million shares of $0.001 par value common stock. The Fund’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation. The Fund seeks to achieve its objective by investing primarily in master limited partnerships (“MLPs”) in the energy sector. There can be no assurance that the Fund will achieve its investment objective.

Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in MLPs in the energy sector (the “80% policy”). For purposes of the 80% policy, the Fund considers investments in MLPs to include investments that offer economic exposure to public and private MLPs in the form of equity securities of MLPs, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs, including I-Shares, exchange-traded funds that primarily hold MLP interests and debt securities of MLPs. Energy entities are engaged in the business of exploring, developing, producing, gathering, transporting, processing, storing, refining, distributing, mining or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal. “Managed Assets” means net assets plus the amount of any borrowings and assets attributable to any preferred stock of the Fund that may be outstanding.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		11

Notes to financial statements (unaudited) (cont’d)

deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.

The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North Atlantic Fund Valuation Committee (formerly, Legg Mason North American Fund Valuation Committee) (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.


12		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

Level 1 — quoted prices in active markets for identical investments

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:


ASSETS
Description	Quoted Prices (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Long-term investments†:
Master limited partnerships	$	1,293,605,074		—		—	$	1,293,605,074
Common stocks		94,812,575		—		—		94,812,575
Total investments	$	1,388,417,649		—		—	$	1,388,417,649

†	See Schedule of Investments for additional detailed categorizations.

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		13

Notes to financial statements (unaudited) (cont’d)

(c) Net asset value. The Fund determines the net asset value of its common stock on each day the NYSE is open for business, as of the close of the customary trading session (normally 4:00 p.m. Eastern Time), or any earlier closing time that day. The Fund determines the net asset value per share of common stock by dividing the value of the Fund’s securities, cash and other assets (including interest accrued but not collected) less all its liabilities (including accrued expenses, borrowings and interest payables), net of income taxes, by the total number of shares of common stock outstanding.

(d) Master limited partnerships. Entities commonly referred to as “MLPs” are generally organized under state law as limited partnerships or limited liability companies. The Fund intends to primarily invest in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986 (the “Code”), and whose interests or “units” are traded on securities exchanges like shares of corporate stock. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive at least 90% of its income from qualifying sources such as interest, dividends, real estate rents, gain from the sale or disposition of real property, income and gain from mineral or natural resources activities, income and gain from the transportation or storage of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards and options with respect to commodities. Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the partnership. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. The MLPs themselves generally do not pay U.S. federal income taxes. Thus, unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sector.

(e) Concentration risk. Concentration in the energy sector may present more risks than if the Fund were broadly diversified over numerous sectors of the economy. A downturn in the energy sector of the economy could have a larger impact on the Fund than on an investment company that does not concentrate in the sector. At times, the performance of securities of companies in the sector may lag the performance of other sectors or the broader market as a whole.

(f) Return of capital estimates. Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. 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


14		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded.

For the six months ended May 31, 2015, the Fund estimated that approximately 88% of the MLP distributions received would be treated as a return of capital. The Fund recorded as return of capital the amount of $33,762,367 of dividends and distributions received from its investments.

Additionally, the Fund recorded revisions to the return of capital estimates from the period ended November 30, 2014 in the amount of an $530,107 increase in dividends and distributions received from investments.

(g) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend and distributions are recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(h) Distributions to shareholders. Distributions to common stockholders are declared and paid on a quarterly basis and are recorded on the ex-dividend date. The estimated characterization of the distributions paid to common stockholders will be either a dividend (ordinary income) or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. The Fund anticipates that 78% of its current period distribution will be comprised of return of capital. The Fund has generated sufficient current year earnings and profits for tax purposes from gains realized on the sale of its MLP investments such that approximately 22% of the distributions paid during the current year will be treated as dividend income. Because the Fund is taxed as a “C” Corporation, the distributions paid by the Fund are considered to be dividend income to the extent that the distributions are paid out of the Fund’s current net income and realized capital gains. The actual tax characterization of the common stock distributions made during the current year will not be determined until after the end of the fiscal year when the Fund can determine its earnings and profits and, therefore, may differ from the preliminary estimates.

Distributions to holders of Mandatory Redeemable Preferred Stock (“MRPS”) are accrued on a daily basis as described in Note 7 and are treated as an operating expense as required by GAAP. For tax purposes, the payments made to the holders of the Fund’s MRPS are treated as a dividend (ordinary income) or distribution (return of capital) similar to the treatment of distributions made to common stockholders as described above. The Fund anticipates that 100% of its current period distribution to the MRPS shareholders will be treated as dividend income. The actual tax characterization of the MRPS distributions made during the current


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		15

Notes to financial statements (unaudited) (cont’d)

year will not be determined until after the end of the fiscal year when the Fund can determine its earnings and profits and, therefore, may differ from the preliminary estimates.

(i) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

(j) Partnership accounting policy. The Fund records its pro rata share of the income (loss) and capital gains (losses), to the extent of distributions it has received, allocated from the underlying partnerships and accordingly adjusts the cost basis of the underlying partnerships for return of capital. These amounts are included in the Fund’s Statement of Operations.

(k) Federal and other taxes. The Fund, as a corporation, is obligated to pay federal and state income tax on its taxable income. The Fund invests its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund includes its allocable share of the MLP’s taxable income in computing its own taxable income. Deferred income taxes reflect (i) taxes on unrealized gains (losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and, as applicable, (iii) the net tax benefit of accumulated net operating losses, capital losses and tax credit carryforwards. To the extent the Fund has a deferred tax asset, consideration is given as to whether or not a valuation allowance is required. The need to establish a valuation allowance for deferred tax assets is assessed periodically by the Fund based on the Income Tax Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification that it is more likely than not that some portion or all of the deferred tax asset will not be realized. In the assessment for a valuation allowance, consideration is given to all positive and negative evidence related to the realization of the deferred tax asset. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability (which are highly dependent on future cash distributions from the Fund’s MLP holdings), the duration of statutory carryforward periods and the associated risk that net operating losses, capital losses and tax credit carryforwards may expire unused.

For all open tax years and for all major jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

The Fund may rely to some extent on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to the MLP units held in the portfolio and to estimate the associated deferred tax liability. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund modifies its estimates or assumptions regarding the deferred tax liability.


16		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. The current and prior tax years remain open and subject to examination by tax jurisdictions.

(l) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the six months ended May 31, 2015, the following reclassifications have been made:


Accumulated Net Investment Loss (net of income taxes)		Accumulated Net Realized Gain on Investments (net of income taxes)
$5,666,523		$(5,666,523)

Reclassifications are due to common stock distributions paid by the Fund in the current year which for tax purposes have been treated as dividend income. Because the Fund is taxed as a “C” Corporation, the distributions paid by the Fund are considered to be dividend income to the extent that the distributions are paid out of the Fund’s current net income and realized capital gains. Because the primary source of the Fund’s taxable income is realized gains, the taxable distributions are being reclassified against accumulated net realized gains for book purposes.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and ClearBridge Investments, LLC (“ClearBridge”) is the Fund’s subadviser. LMPFA and ClearBridge are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

Under the investment management agreement, the Fund pays LMPFA an annual fee, paid monthly, in an amount equal to 1.00% of the Fund’s average daily Managed Assets.

LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund. For their services, LMPFA pays ClearBridge 70% of the net management fee it receives from the Fund.

During periods in which the Fund utilizes financial leverage, the fees which are payable to the investment manager as a percentage of the Fund’s net assets will be higher than if the Fund did not utilize leverage because the fees are calculated as a percentage of the Fund’s assets, including those investments purchased with leverage.

All officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.

3. Investments

During the six months ended May 31, 2015, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:


Purchases	$	213,086,703
Sales		138,424,417


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		17

Notes to financial statements (unaudited) (cont’d)

4. Derivative instruments and hedging activities

During the six months ended May 31, 2015, the Fund did not invest in any derivative instruments.

5. Loan

The Fund has a 364-day revolving credit agreement with State Street Bank and Trust Company (“State Street”), which allows the Fund to borrow up to an aggregate amount of $125,000,000. Unless renewed, the new agreement will terminate on March 24, 2016. The Fund pays a commitment fee up to an annual rate of 0.25% on the unutilized portion of the loan commitment amount, except that the commitment fee is 0.15% in the event that the aggregate outstanding principal balance of the loans is equal to or greater than 75% of $125,000,000. Prior to March 26, 2015, the Fund paid a commitment fee up to an annual rate of 0.15% on the unutilized portion of the loan commitment amount. The interest on the loan is calculated at variable rates based on the LIBOR, plus any applicable margin. Securities held by the Fund are subject to a lien, granted to State Street to the extent of the borrowing outstanding and any additional expenses. State Street and the senior secured notes holders have equal access to the lien (See Note 6). The Fund’s credit agreement contains customary covenants that, among other things, may limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the 1940 Act. In addition, the credit agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Fund’s ability to utilize borrowing under the agreement. At May 31, 2015, the Fund had $115,000,000 of borrowings outstanding per the credit agreement. Interest expense related to the loan for the six months ended May 31, 2015 was $574,854. For the six months ended May 31, 2015, the Fund incurred $7,646 in commitment fees. For the six months ended May 31, 2015, the average daily loan balance was $114,917,582 and the weighted average interest rate was 1.00%.

6. Senior secured notes

On March 28, 2013, the Fund completed a private placement of $180,000,000 of fixed-rate senior secured notes (the “Senior Notes”). Net proceeds from such offering were used to repay outstanding borrowings, make new portfolio investments, and for general corporate purposes. At May 31, 2015, the Fund had $180,000,000 aggregate principal amount of Senior Notes outstanding. Interest expense related to the Senior Notes for the six months ended May 31, 2015 was $3,497,394. Costs incurred by the Fund in connection with the Senior Notes are recorded as a deferred charge which are amortized over the life of the notes. Securities held by the Fund are subject to a lien, granted to the Senior Notes holders, to the extent of the borrowings outstanding and any additional expenses. The Senior Notes holders and the lender have equal access to the lien (See Note 5).


18		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

The table below summarizes the key terms of the offering.


Security	Amount		Rate			Maturity
Senior secured notes:
Series A	$	30,000,000		3.33	%		March 28, 2020
Series B	$	70,000,000		3.93	%		March 28, 2023
Series C	$	80,000,000		4.08	%		March 28, 2025

7. Mandatory redeemable preferred stock

On March 26, 2015, the Fund completed a private placement of $70,000,000 fixed rate Mandatory Redeemable Preferred Stock (“MRPS”). Net proceeds from the offering were used to make new portfolio investments and for general corporate purposes. Offering costs incurred by the Fund in connection with the MRPS issuance are being amortized to expense over the respective life of each series of MRPS.

The table below summarizes the key terms of each series of the MRPS at May 31, 2015.


Series	Term Redemption Date		Rate			Shares		Liquidation Preference Per Share		Aggregate Liquidation Value		Estimated Fair Value
Series A		3/26/2020		3.69	%		150	$	100,000	$	15,000,000	$	15,272,520
Series B		3/28/2022		4.07	%		125	$	100,000	$	12,500,000	$	12,734,663
Series C		3/26/2024		4.26	%		425	$	100,000	$	42,500,000	$	43,225,815

The MRPS are not listed on any exchange or automated quotation system. The estimated fair value of the MRPS was calculated, for disclosure purposes, based on estimated market yields and credit spreads for comparable instruments with similar maturity, terms and structure. The MRPS are categorized as Level 3 within the fair value hierarchy.

Holders of MRPS are entitled to receive quarterly cumulative cash dividends payable on the first business day following each quarterly dividend date (February 15, May 15, August 15 and November 15). In the event of a rating downgrade of any series of the MRPS below “A” by Fitch Ratings Inc., the applicable dividend rate will increase, according to a predetermined schedule, by 0.5% to 4.0%.

The MRPS rank senior to the Fund’s outstanding common stock and on parity with any other preferred stock. The Fund may, at its option, redeem the MRPS, in whole or in part, at the liquidation preference amount plus all accumulated but unpaid dividends plus the make-whole amount equal to the discounted value of the remaining scheduled payments. If the Fund fails to maintain a total leverage (debt and preferred stock) asset coverage ratio of at least 225% or is in default of specified rating agency requirements, the MRPS are subject to mandatory redemption under certain provisions.

The Fund may not declare dividends or make other distributions on shares of its common stock unless the Fund has declared and paid full cumulative dividends on the MRPS, due on or prior to the date of the common stock dividend or distribution, and meets the MRPS asset coverage and rating agency requirements.


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		19

Notes to financial statements (unaudited) (cont’d)

The holders of the MRPS have one vote per share and vote together with the holders of common stock of the Fund as a single class except on matters affecting only the holders of MRPS or the holders of common stock. Pursuant to the 1940 Act, holders of the MRPS have the right to elect two Directors of the Fund, voting separately as a class.

At May 31, 2015, the Fund was in compliance with the asset coverage and basic maintenance requirements of the MRPS. MRPS issued and outstanding remained constant during the period ended May 31, 2015.

8. Distributions subsequent to May 31, 2015

The following distribution to common stockholders has been declared by the Fund’s Board of Directors and is payable subsequent to the period end of this report:


Record Date	Payable Date	Amount
8/21/15	8/28/15	$	0.355

9. Capital shares

During the six months ended May 31, 2015, the Fund filed a registration statement with the Securities and Exchange Commission authorizing the Fund to issue up to an additional 3,000,000 shares of common stock through an equity shelf offering. Under the equity shelf program, the Fund, subject to market conditions, may raise additional equity capital from time to time in varying amounts and offering methods at a net price at or above the Fund’s then-current net asset value per common share. Costs incurred by the Fund in connection with the shelf offering are recorded as a charge to paid-in capital. For the year ended November 30, 2014, there were no shares sold and the Fund incurred offering costs of $167,734. For the six months ended May 31, 2015, there were no shares sold and the Fund incurred offering costs of $96,867.

10. Income taxes

The Fund’s current and deferred income tax provision for the respective categories on the Statement of Operations are as follows:


	Net Investment Loss		Net Realized Gain		Change in Net Unrealized Appreciation		Total
Current tax expense (benefit)	$	124,732		—		—	$	124,732
Deferred tax expense (benefit)		(2,405,332)	$	22,795,714	$	(43,914,459)		(23,524,077)
Total tax expense (benefit)	$	(2,280,600)	$	22,795,714	$	(43,914,459)	$	(23,399,345)

The Fund’s federal and state income tax provision consist of the following:


	Federal		State		Total
Current tax expense (benefit)	$	124,732		—	$	124,732
Deferred tax expense (benefit)		(21,868,570)	$	(1,655,507)		(23,524,077)
Total tax expense (benefit)	$	(21,743,838)	$	(1,655,507)	$	(23,399,345)

Total income taxes have been computed by applying the federal statutory income tax rate of 35% plus a blended state income tax rate of 1.7%. The Fund applied this rate to net


20		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

investment income (loss) and realized and unrealized gains (losses) on investments before income taxes in computing its total income tax expense (benefit).

The provision for income taxes differs from the amount derived from applying the statutory income tax rate to net investment income (loss) and realized and unrealized gains (losses) before income taxes as follows:


Provision at statutory rates	35.00	%	$	(22,315,912)
State taxes, net of federal tax benefit	1.70	%		(1,083,433)
Total tax expense (benefit)	36.70	%	$	(23,399,345)

Deferred income taxes reflect (i) taxes on unrealized gains (losses), which are attributable to the difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (iii) the net tax benefit of net operating losses and tax credit carryforwards.

Components of the Fund’s net deferred tax asset (liability) as of May 31, 2015 are as follows:


Deferred Tax Assets
Net operating loss carryforward	$	14,569,785
Minimum tax credit and other carryforwards		220,766

Deferred Tax Liabilities
Unrealized gains on investment securities		(130,235,221)
Basis reduction resulting from differences in the book vs. taxable income received from MLPs		(52,915,964)
Total net deferred tax asset (liability)	$	(168,360,634)

At May 31, 2015 the Fund had federal and state net operating loss carryforwards of $39,638,194 and $15,194,279 (net of state apportionment), respectively (deferred tax asset of $14,569,785). Several states compute net operating losses before apportionment, therefore the value of the state net operating loss carryforward disclosed may fluctuate for changes in apportionment factors. Realization of the deferred tax asset related to the net operating loss carryforwards is dependent, in part, on generating sufficient taxable income, as well as sufficient taxable income in each respective jurisdiction, prior to expiration of the loss carryforwards. If not utilized, the federal net operating loss carryforward expires in tax year 2031 and 2033 and the state net operating loss carryforwards expire in tax years between 2016 and 2033.

At May 31, 2015 the Fund also had a minimum tax credit carryforward of $201,056, which is available to offset against future regular federal tax liabilities. The minimum tax credit does not carry an expiration.

The amount of net operating loss and tax credit carryforwards differed from the amounts disclosed in the prior year financial statements due to differences between the estimated and actual amounts of taxable income received from the MLPs for the prior year.


ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report		21

Notes to financial statements (unaudited) (cont’d)

Although the Fund currently has a net deferred tax liability, it periodically reviews the recoverability of its deferred tax assets based on the weight of available evidence. When assessing the recoverability of its deferred tax assets, significant weight is given to the effects of potential future realized and unrealized gains on investments and the period over which these deferred tax assets can be realized. Based on the Fund’s assessment, it has determined that it is more likely than not that its deferred tax assets will be realized through future taxable income of the appropriate character. Accordingly, no valuation allowance has been established on the Fund’s deferred tax assets. The Fund will continue to assess the need for a valuation allowance in the future. Significant declines in the fair value of its portfolio of investments may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a valuation allowance. If a valuation allowance is required to reduce any deferred tax asset in the future, it could have a material impact on the Fund’s net asset value and results of operations in the period it is recorded.

At May 31, 2015, the cost basis of investments for Federal income tax purposes was $889,220,809. At May 31, 2015, gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows:


Gross unrealized appreciation	$	507,997,611
Gross unrealized (depreciation)		(8,800,771)
Net unrealized appreciation (depreciation) before tax	$	499,196,840
Net unrealized appreciation (depreciation) after tax	$	315,991,600

11. Recent accounting pronouncement

The Fund has adopted the disclosure provisions of Financial Accounting Standards Board Accounting Standards Update 2015-03 (“ASU 2015-03”), Interest-Imputation of Interest (Subtopic 835-30) — Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented in the balance sheet as a deferred charge (i.e., an asset). ASU 2015-03 is limited to simplifying the presentation of debt issuance costs. ASU 2015-03 does not affect the recognition and measurement of debt issuance costs.


22		ClearBridge Energy MLP Total Return Fund Inc. 2015 Semi-Annual Report

Additional shareholder information (unaudited)

Results of annual meeting of shareholders

The Annual Meeting of Shareholders of ClearBridge Energy MLP Total Return Fund Inc. was held on March 20, 2015 for the purpose of considering and voting upon the election of Directors. The following table provides information concerning the matter voted upon at the Meeting:

Election of directors


Nominees	Votes For		Votes Withheld
Robert D. Agdern		33,853,176		1,110,110
Eileen A. Kamerick		33,841,684		1,121,602
Riordan Roett		33,780,990		1,182,296

At May 31, 2015, in addition to Robert D. Agdern, Eileen A. Kamerick and Riordan Roett, the other Directors of the Fund were as follows:

Carol L. Colman

Daniel P. Cronin

Kenneth D. Fuller

Leslie H. Gelb

Paolo M. Cucchi

William R. Hutchinson


ClearBridge Energy MLP Total Return Fund Inc.		23

Dividend reinvestment plan (unaudited)

Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends, on your Common Stock will be automatically reinvested by American Stock Transfer & Trust Company LLC, as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by American Stock Transfer & Trust Company LLC, as dividend paying agent.

If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:

(1) If the market price of the Common Stock on the record date (or, if the record date is not a NYSE trading day, the immediately preceding trading day) for determining stockholders eligible to receive the relevant dividend or distribution (the “determination date”) is equal to or exceeds 98% of the net asset value per share of the Common Stock, the Fund will issue new Common Stock at a price equal to the greater of (a) 98% of the net asset value per share at the close of trading on the NYSE on the determination date or (b) 95% of the market price per share of the Common Stock on the determination date.

(2) If 98% of the net asset value per share of the Common Stock exceeds the market price of the Common Stock on the determination date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the determination date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the record date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price rises so that it equals or exceeds 98% of the net asset value per share of the Common Stock at the close of trading on the NYSE on the determination date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) 98% of the net asset value per share at the close of trading on the NYSE on the determination date or (b) 95% of the then current market price per share.

Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan.

You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at P.O. Box 922, Wall Street Station, New York, NY 10269-0560 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the


24		ClearBridge Energy MLP Total Return Fund Inc.

Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective.

Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. You will be charged a service charge and the Plan Agent is authorized to deduct brokerage charges actually incurred for this transaction from the proceeds.

There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan and your account may be obtained from the Plan Agent at 6201 15th Avenue, Brooklyn, New York 11219 or by calling the Plan Agent at 1-877-366-6441.


ClearBridge Energy MLP Total Return Fund Inc.		25

ClearBridge

Energy MLP Total Return Fund Inc.

Directors

Robert D. Agdern*

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Kenneth D. Fuller

Chairman

Leslie H. Gelb

William R. Hutchinson

Eileen A. Kamerick

Riordan Roett

Officers

Kenneth D. Fuller

President and

Chief Executive Officer

Richard F. Sennett

Principal Financial Officer

Ted P. Becker

Chief Compliance Officer

Vanessa A. Williams

Identity Theft Prevention

Officer

Robert I. Frenkel

Secretary and Chief Legal

Officer

Thomas C. Mandia

Assistant Secretary

Steven Frank

Treasurer

Jeanne M. Kelly

Senior Vice President

*	Effective January 1, 2015, Mr. Agdern became a Director.

ClearBridge Energy MLP

Total Return Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund

Advisor, LLC

Subadviser

ClearBridge Investments, LLC

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111

Transfer agent

American Stock Transfer & Trust Company

6201 15th Avenue

Brooklyn, NY 11219

Independent registered public accounting firm

KPMG LLP

345 Park Avenue

New York, NY 10154

Legal counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017-3909

New York Stock

Exchange Symbol

CTR

Legg Mason Funds Privacy and Security Notice

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-end funds managed or sub-advised by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information the Funds Collect About You

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

Personal information included on applications or other forms;

Account balances, transactions, and mutual fund holdings and positions;

Online account access user IDs, passwords, security challenge question responses; and

Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

How the Funds Use Nonpublic Personal Information About You

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators;

Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform marketing services solely for the Funds;

The Funds’ representatives such as legal counsel, accountants and auditors; and

Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

NOT PART OF THE SEMI-ANNUAL REPORT

Legg Mason Funds Privacy and Security Notice (cont’d)

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.

The Funds’ Security Practices

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-888-777-0102.

NOT PART OF THE SEMI-ANNUAL REPORT

ClearBridge Energy MLP Total Return Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time, the Fund may purchase, at market prices, shares of its common stock in the open market.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-888-777-0102.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities are available (1) without charge, upon request, by calling 1-888-777-0102, (2) on the Fund’s website at www.lmcef.com and (3) on the SEC’s website at www.sec.gov.

This report is transmitted to the shareholders of the ClearBridge Energy MLP Total Return Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

American Stock

Transfer & Trust Company

6201 15th Avenue

Brooklyn, NY 11219

CBAX015753 7/15 SR15-2530

ITEM 2.

CODE OF ETHICS.

Not Applicable.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Not Applicable.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not Applicable.

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not Applicable.

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not Applicable.

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not Applicable.

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not Applicable.

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable.

ITEM 11.

CONTROLS AND PROCEDURES.

(a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

ITEM 12.

EXHIBITS.

(a) (1) Not Applicable.

Exhibit 99.CODE ETH

(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.CERT

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT

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, there unto duly authorized.

ClearBridge Energy MLP Total Return Fund


By:		/s/ Kenneth D. Fuller
		Kenneth D. Fuller
		Chief Executive Officer

Date:		July 24, 2015

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/ Kenneth D. Fuller
		Kenneth D. Fuller
		Chief Executive Officer

Date:		July 24, 2015


By:		/s/ Richard F. Sennett
		Richard F. Sennett
		Principal Financial Officer

Date:		July 24, 2015