Prospectus Supplement
(to Prospectus dated May 17, 2010)

6,000,000 Common Shares

The Cushing MLP Total Return Fund

$10.00 per Common Share

The Cushing MLP Total Return Fund (the “Fund”) is offering 6,000,000 common shares of beneficial interest, par value $0.001 per share (“Common Shares”). The Fund was formed as a Delaware statutory trust on May 23, 2007 and is a non-diversified, closed-end management investment company. The Fund’s investment objective is to obtain a high after-tax total return from a combination of capital appreciation and current income. No assurance can be given that the Fund’s investment objective will be achieved.

The Fund’s currently outstanding Common Shares are, and the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus, subject to notice of issuance, will be, listed on the New York Stock Exchange (the “NYSE”) under the symbol “SRV”. The last reported sale price for the Fund’s Common Shares on February 24, 2011 was $10.53 per share. The net asset value per share of the Fund’s Common Shares at the close of business on February 24, 2011 was $8.71.

This investment involves risks. See “Principal Risks of the Fund” beginning on page S-12 of this Prospectus Supplement and on page 44 of the accompanying Prospectus before investing in Common Shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

		Per Share				Total(1)
Public offering price		$	10.00			$	60,000,000
Underwriting discount(2)		$	0.40			$	2,400,000
Proceeds, before expenses, to the Fund(3)		$	9.60			$	57,600,000

The underwriters expect to deliver the Common Shares to purchasers on or about March 2, 2011.

 

RBC Capital Markets		Ladenburg Thalmann & Co. Inc.		Baird

BB&T Capital Markets		Janney Montgomery Scott		Maxim Group LLC

National Securities Corporation		Stone & Youngberg LLC

 

Prospectus Supplement dated February 25, 2011

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This Prospectus Supplement, dated February 25, 2011, together with the accompanying Prospectus, dated May 17, 2010, sets forth concisely the information that you should know before investing in the Fund’s Common Shares. You should read this Prospectus Supplement and the accompanying Prospectus, which contain important information about the Fund, before deciding whether to invest, and you should retain them for future reference. This Prospectus Supplement and the accompanying Prospectus are part of a “shelf” registration statement filed with the SEC. This Prospectus Supplement describes the specific details regarding this offering, including the method of distribution. If information in this Prospectus Supplement is inconsistent with the accompanying Prospectus, you should rely on this Prospectus Supplement. Copies of the Fund’s annual and semi-annual reports may be obtained upon request, without charge, by calling toll-free (800) 662-7232 and are also available through the Fund’s website at www.srvfund.com. You may also call this toll-free telephone number to request other information about the Fund or to make shareholder inquiries. Information on, or accessible through, the Fund’s website is not a part of, and is not incorporated into, this Prospectus Supplement or the accompanying Prospectus. The SEC maintains an internet website (www.sec.gov) that contains the Fund’s annual and semi-annual reports and other information regarding the Fund.

The Fund’s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the accompanying Prospectus.

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You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not making an offer to sell these securities in any jurisdiction in which the offer or sale is not permitted. In this Prospectus Supplement and in the accompanying Prospectus, unless otherwise indicated, “Fund,” “us,” “our” and “we” refer to The Cushing MLP Total Return Fund. This Prospectus Supplement may also include trademarks owned by other persons.

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Prospectus Supplement

		Page
Prospectus Supplement Summary			S-1
Financial Highlights			S-7
Summary of Fund Expenses			S-9
Use of Proceeds			S-11
Capitalization			S-11
Principal Risks of the Fund			S-12
Tax Updates			S-13
Recent Developments			S-14
Underwriting			S-20
Legal Matters			S-22
Independent Registered Public Accounting Firm			S-22
Additional Information			S-23
Financial Statements			F-1

Prospectus

Prospectus Summary			1
Summary of Fund Expenses			31
Financial Highlights			33
The Fund			34
Use of Proceeds			34
Investment Objective and Policies			34
The Fund’s Investments			36
Principal Risks of the Fund			44
Investment Restrictions			63
Management of the Fund			65
Portfolio Transactions and Brokerage			72
Net Asset Value			73
Distributions			74
Dividend Reinvestment Plan			75
Description of Shares			77
Price Range of Common Shares			79
Plan of Distribution			80
Anti-takeover Provisions in the Agreement and Declaration of Trust			82
Certain Provisions of Delaware Law, the Agreement and Declaration of Trust and Bylaws			84
Closed-end Fund Structure			85
Repurchase of Common Shares			86
Tax Matters			87
Other Service Providers			92
Code of Ethics			92
Proxy Voting Policy and Proxy Voting Record			92
Legal Matters			93
Independent Registered Public Accounting Firm			93
Additional Information			93
Financial Statements			93

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement and the accompanying Prospectus, including documents incorporated by reference, contain “forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,” and similar terms and the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Many factors that could materially affect the Fund’s actual results are the performance of the portfolio of securities held by the Fund, the conditions in the U.S. and international financial, petroleum and other markets, the price at which the Fund’s Common Shares will trade in the public markets and other factors discussed in the Fund’s periodic filings with the SEC.

Although the Fund believes that the expectations expressed in such forward-looking statements are reasonable, actual results could differ materially from those expressed or implied in such forward-looking statements. The Fund’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the “Principal Risks of the Fund” section of this Prospectus Supplement and the accompanying Prospectus. You are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus are made as of the date of this Prospectus Supplement or the accompanying Prospectus, as the case may be. Except for the Fund’s ongoing obligations under the federal securities laws, the Fund does not intend, and the Fund undertakes no obligation, to update any forward-looking statement. The forward-looking statements contained in this Prospectus Supplement and the accompanying Prospectus are excluded from the safe harbor protection provided by section 27A of the Securities Act of 1933, as amended (the “Securities Act”).

Currently known risk factors that could cause actual results to differ materially from the Fund’s expectations include, but are not limited to, the factors described in the “Principal Risks of the Fund” section of this Prospectus Supplement and the accompanying Prospectus. The Fund urges you to review carefully this section for a more detailed discussion of the risks of an investment in the Fund’s securities.

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PROSPECTUS SUPPLEMENT SUMMARY

This is only a summary of information contained elsewhere in this Prospectus Supplement and the accompanying Prospectus. This summary does not contain all of the information that you should consider before investing in the Fund’s Common Shares. You should carefully read the more detailed information contained in this Prospectus Supplement and the accompanying Prospectus, especially the information set forth in the accompanying Prospectus under the headings “Investment Objective and Policies” and “Principal Risks of the Fund.”

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Natural Gas Gathering			22	%
Natural Gas Transportation			19	%
Crude Oil Gathering/Transport			15	%
Upstream			11	%
Shipping			8	%
Products Pipeline/Storage			7	%
GP MLPs			6	%
MLP Bonds			5	%
Coal			3	%
Propane			3	%
Natural Gas Storage			1	%

		Market Value (Millions)				% of NAV
Enbridge Energy Partners LP		$	22.19				10.1	%
Markwest Energy Partners LP			18.52				8.4
Penn Virginia GP Holdings			18.37				8.2
Genesis Energy LP			16.63				7.6
Targa Resources Partners LP			15.83				7.2
Crosstex Energy LP			15.23				6.9
Magellan Midstream Partners LP			14.13				6.4
Energy Transfer Partners LP			13.48				6.1
Enterprise Products Partners LP			13.07				5.9
Oneok Partners LP			12.15				5.5

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FINANCIAL HIGHLIGHTS

The selected data below sets forth the per share operating performance and ratios for the periods presented. The financial information was derived from and should be read in conjunction with the financial statements of the Fund and notes thereto, which are included in this Prospectus Supplement. The financial information for the fiscal years ended November 30, 2010, November 30, 2009 and November 30, 2008 and for the period from August 27, 2007 (commencement of operations) to November 30, 2007 has been audited by Deloitte & Touche LLP, the Fund’s independent registered public accounting firm, whose unqualified report on such financial statements is included in this Prospectus Supplement.

		Year Ended November 30, 2010				Year Ended November 30, 2009				Year Ended November 30, 2008				Period from August 27, 2007(1) through November 30, 2007
Per Common Share Data(2)
Net Asset Value, beginning of period		$	5.74			$	3.98			$	18.17			$	—
Public offering price			—				—				—				20.00
Underwriting discounts and offering costs on issuance of Common Shares			(0.05	)			(0.01	)			—				(0.94	)
Income from Investment Operations:
Net Investment Income			1.07				1.09				1.15				0.30
Net realized and unrealized gain (loss) on investments			2.17				1.69				(14.05	)			(0.89	)
Total increase (decrease) from investment operations			3.24				2.78				(12.90	)			(0.59	)
Less Distributions to Common Shareholders:
Net Investment Income			—				—				—				—
Return of Capital			(0.90	)			(1.01	)			(1.29	)			(0.30	)
Total distributions to common shareholders			(0.90	)			(1.01	)			(1.29	)			(0.30	)
Net Asset Value, end of period		$	8.03			$	5.74			$	3.98			$	18.17
Per Common Share market value, end of period		$	9.42			$	7.37			$	10.36			$	16.71
Total Investment Return Based on Market Value			42.26	%			(16.89	)%			(31.18	)%			(14.84	)%(3)
Supplemental Data and Ratios
Net assets applicable to common shareholders, end of period (000’s)		$	208,002			$	64,511			$	37,779			$	159,103
Ratio of expenses (including current and deferred income tax benefit/(expense)) to average net assets before waiver(4)(5)			3.08	%			4.32	%			5.18	%			(4.53	)%
Ratio of expenses (including current and deferred income tax benefit/(expense)) to average net assets after waiver(4)(5)(6)			3.05	%			3.74	%			4.75	%			(5.18	)%
Ratio of expenses (excluding current and deferred income tax benefit/(expense)) to average net assets before waiver(4)(5)(6)			3.08	%			4.32	%			2.99	%			2.69	%
Ratio of expenses (excluding current and deferred income tax benefit/(expense)) to average net assets after waiver(4)(5)			3.05	%			3.74	%			2.56	%			2.04	%
Ratio of net investment income to average net assets before waiver(4)(5)(6)			1.66	%			0.22	%			(1.93	)%			(0.48	)%
Ratio of net investment income to average net assets after waiver(4)(5)(6)			1.69	%			0.80	%			(1.49	)%			0.17	%
Ratio of net investment income to average net assets after current and deferred income tax benefit/(expense), before waiver(4)(5)			1.66	%			0.22	%			(4.12	)%			6.74	%
Ratio of net investment income to average net assets after current and deferred income tax benefit/(expense), after waiver(4)(5)			1.69	%			0.80	%			(3.69	)%			7.39	%
Portfolio turnover rate			300.70	%			526.39	%			95.78	%			15.15	%

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SUMMARY OF FUND EXPENSES

The following tables are intended to assist you in understanding the various costs and expenses directly or indirectly associated with investing in the Fund’s Common Shares as a percentage of net assets attributable to Common Shares. Amounts are for the current fiscal year after giving effect to anticipated net proceeds of this offering, assuming that the Fund incurs the estimated offering expenses.

The following table assumes the Fund has borrowed in the amount equal to 33 1/3% of the Fund’s Managed Assets (i.e., 50% of its net assets attributable to the Fund’s Common Shares) and shows the Fund’s expenses as a percentage of net assets attributable to its Common Shares.

Shareholder Transaction Expenses:
Sales Load Paid by Investors (as a percentage of offering price)(1)			4.00	%
Offering Expenses Borne by the Fund (as a percentage of offering price)(2)			0.35	%
Dividend Reinvestment Plan Fees(3)

		Percentage of Net Assets Attributable to Common Shares (Assumes Leverage Is Used)(4)(5)
Annual Expenses:
Management Fees			1.88	%
Interest Payments on Borrowed Funds(4)			0.38	%
Other Expenses(6)			0.58	%
Total Annual Expenses			2.84	%

		Percentage of Net Assets Attributable to Common Shares
Annual Expenses:
Management Fees			1.25	%
Interest Payments on Borrowed Funds			None
Other Expenses(5)			0.58	%
Total Annual Expenses			1.83	%

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The purpose of the table above and the example below is to assist prospective investors in understanding the various costs and expenses that an investor in the Fund will bear directly or indirectly.

Example

As required by relevant SEC regulations, the following example illustrates the expenses (including the estimated offering expenses) that an investor would pay on a $1,000 investment in the Fund’s Common Shares, assuming total annual expenses of 2.84% of net assets attributable to the Fund’s Common Shares, underwriting discounts and commissions of $40, estimated offering expenses of 0.35% per share, the Fund issues Leverage Instruments in an amount equal to 33 1/3% of Managed Assets (i.e., 50% of net assets attributable to the Fund’s Common Shares), and a 5% annual return:

1 Year		3 Years		5 Years		10 Years
$71		$126		$185		$342

The Example should not be considered a representation of future expenses or returns. Actual expenses may be greater or less than those shown. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example. The example assumes that the estimated “Other Expenses” set out in the Annual Expenses table are accurate and that all dividends and distributions are reinvested at net asset value. In the event that the Fund does not use any leverage, an investor would pay the following expenses based on the assumptions in the example and total annual expenses of 1.83% of net assets attributable to the Fund’s Common Shares: 1 Year, $61, 3 Years, $98, 5 Years, $137, and 10 Years, $246. For additional information with respect to the Fund’s expenses, see “Management of the Fund” in the accompanying Prospectus and other information in this Prospectus Supplement and the accompanying Prospectus.

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USE OF PROCEEDS

The Fund estimates that the net proceeds to the Fund from the sale of the 6,000,000 Common Shares in this offering will be approximately $57.4 million (or $66.0 million if the underwriters exercise their option to purchase additional Common Shares in full), after deducting underwriting discounts and commissions and estimated offering expenses.

The Fund intends to invest the net proceeds of this offering in accordance with its investment objective and policies as stated in the accompanying Prospectus. The Fund anticipates that it will be able to invest substantially all of the net proceeds of this offering in accordance with its investment objective and policies within three months after completion of this offering. Prior to the time the Fund is fully invested, the proceeds of this offering may temporarily be invested in cash, cash equivalents, or debt securities that are rated AA or higher. Income received by the Fund from these temporary investments would likely be less than returns sought pursuant to the Fund’s investment objective and policies. The Fund may also use the proceeds for working capital purposes, including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to use proceeds for this purpose. A delay in the anticipated use of proceeds could lower returns and lower the Fund’s distributions for the Common Shares offered in this Prospectus Supplement.

CAPITALIZATION

The following table sets forth the Fund's capitalization as of November 30, 2010:

As of November 30, 2010
		(In thousands, except per share data)
		Actual				As Adjusted				As Further Adjusted
						(Unaudited)				(Unaudited)
Short-Term Debt:
Borrowings(1)		$	69,800			$	69,800			$	69,800
Common Shareholder’s Equity:
Common shares of beneficial interest, par value $0.001 per share; 92,500,000 shares authorized, 25,914,410 shares issued and outstanding (actual), 25,969,747 shares issued and outstanding (as adjusted) and 31,969,747 shares issued and outstanding (as further adjusted)		$	26			$	26			$	32
Additional paid-in capital		$	258,034			$	258,565			$	315,959
Accumulated net investment loss, net of income taxes		$	629			$	629			$	629
Accumulated realized loss, net of income taxes		$	(117,869	)		$	(117,869	)		$	(117,869	)
Net unrealized gain on investments, net of income taxes		$	67,183			$	67,183			$	67,183
Net assets applicable to common shareholders		$	208,002			$	208,534			$	265,934
Net asset value per Common Share		$	8.03			$	8.03			$	8.32

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PRINCIPAL RISKS OF THE FUND

Investing in the Fund’s Common Shares involves risk, including the risk that you may receive little or no return on your investment or even that you may lose part or all of your investment. Therefore, before investing in Common Shares you should consider carefully the risk factors described under “Principal Risks of the Fund” in the accompanying Prospectus in addition to the risk factors described in this Prospectus Supplement.

Additional Risks Associated with MLPs and Other Natural Resources Companies

In addition to the risks applicable to investments in MLPs and Other Natural Resources Companies described in the accompanying Prospectus, MLPs and Other Natural Resources Companies may be adversely affected by increased regulations, increased operating costs and reductions in the supply of and/or demand for crude oil and refined petroleum products as a result of environmental accidents, such as the 2010 Deepwater Horizon oil spill, and the reaction thereto. While the nature of additional regulations cannot be predicted at this time, such regulations may impose additional costs or limit certain operations by MLPs and Other Natural Resources Companies operating in various sectors.

Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the“Dodd-Frank Act”), which was signed into law in July 2010, has resulted in a significant revision of the U.S. financial regulatory framework. The Dodd-Frank Act covers a broad range of topics, including, among many others, a reorganization of federal financial regulators; a process designed to ensure financial systematic stability and the resolution of potentially insolvent financial firms; new rules for derivatives trading; the creation of a consumer financial protection watchdog; the registration and regulation of private funds; the regulation of credit rating agencies; and new federal requirements for residential mortgage loans. Such regulations may change the way in which derivative instruments are regulated and/or traded and may impact the availability, liquidity and cost of derivative instruments. While many provisions of the Dodd-Frank Act must be implemented through future rulemaking, and any regulatory or legislative activity may not necessarily have a direct, immediate effect upon the Fund, it is possible that, implementation of these measures or any future measures, could potentially limit or completely restrict the ability of the Fund to use certain derivative instruments as a part of its investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which the Fund engages in derivative transactions could also prevent the Fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change availability of certain investments. There can be no assurance that such legislation or regulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to utilize certain derivatives transactions or achieve its investment objective. In addition, the regulation of various types of derivative instruments pursuant to the Dodd-Frank Act may adversely affect MLPs and other issuers in which the Fund invests that utilize derivatives strategies for hedging or other purposes. The ultimate impact of the Dodd-Frank Act, and any resulting regulation, is not yet certain and issuers in which the Fund invests may also be affected by the new legislation and regulation in ways that are currently unforeseeable.

2012 U.S. Federal Budget

The proposed U.S. federal budget for fiscal year 2012 calls for the elimination over ten years of approximately $46 billion in tax incentives widely used by oil, gas and coal companies and the imposition of new fees on certain energy producers. The elimination of such tax incentives and imposition of such fees could adversely affect MLPs and Other Natural Resources Companies in which the Fund invests and/or the natural resources sector generally.

Limitations on Use of Net Operating Loss

In the event that the Fund experiences an “ownership change” for purposes of Section 382 of the Code, which generally is any change in ownership of more than 50% the Fund’s common stock over a three-year period, the Fund’s ability to use net operating loss and capital loss carryovers to offset future taxable income could be substantially limited. Although the Fund does not expect that this offering of Common Shares should cause an “ownership change” for purposes of Sec- tion 382 of the Code, it is possible that future issuances or sales of Common Shares or other securities or certain other direct or indirect changes in ownership when combined with this and prior issuances may result in an ownership change.

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Purchase at a Premium to Net Asset Value

The Fund’s Common Shares have recently been trading at a substantial premium to NAV per share which may not be sustainable. If the Common Shares are trading at a premium to net asset value at the time you purchase Common Shares, the NAV per share of the Common Shares purchased will be less than the purchase price paid. Please see “Price Range of Common Shares” in this Prospectus Supplement for further information about the historical NAV, share prices and premium or discount to NAV of the Fund’s Common Shares.

TAX UPDATES

Tax Rates

Federal legislation has reduced the federal income tax rate on qualified dividend income to the rate applicable to long-term capital gains, which is generally 15% for individuals, provided a holding period requirement and certain other requirements are met. This reduced rate of tax on dividends is currently scheduled to revert to ordinary income tax rates for taxable years beginning after December 31, 2012, and the 15% federal income tax rate for long-term capital gains is scheduled to revert to 20% for such taxable years.

Tax Characterization of Distributions

The Fund anticipates that, due to the tax characterization of cash distributions made by MLPs in which the Fund invests, a significant portion of the Fund’s distributions to common shareholders will consist of tax-advantaged return of capital. However, no assurance can be given in this regard. In addition, although distributions that are treated as returns of capital are generally not taxable, they reduce basis in the investment, resulting in potential increased gain (or decreased loss) upon disposition. Shareholders that participate in the Fund’s dividend reinvestment plan will be treated for U.S. federal income tax purposes as having (i) received a distribution equal to the reinvested amount (taxable as described in the accompanying Prospectus under “Tax Matters — U.S. Shareholders — Distributions” and “Tax Matters — Non-U.S. Shareholders — Distributions”) and (ii) reinvested such amount in Common Shares. Generally, such reinvested amount will equal the fair market value of the Common Shares received.

Foreign Account Tax Compliance Act

Recently enacted legislation will require, after December 31, 2012, withholding at a rate of 30 percent on dividends in respect of, and gross proceeds from the sale of, the Fund’s Common Shares held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect to shares in the institution held by certain United States persons and by certain non-US entities that are wholly or partially owned by United States persons. Accordingly, the entity through which the Fund’s Common Shares are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, the Fund’s Common Shares held by an investor that is a non-financial non-US entity will be subject to withholding at a rate of 30 percent, unless such entity either (i) certifies to us that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which the Fund will in turn provide to the Secretary of the Treasury. If you are a non-U.S. holder of Common Shares, you are encouraged to consult with your tax advisors regarding the possible implications of the legislation on your investment in the Fund’s Common Shares.

Medicare Tax

For taxable years beginning after December 31, 2012, a U.S. person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the United States person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income will generally include its gross dividend income and its net gains from the disposition of the Fund’s Common Shares, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States stockholder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the Common Shares.

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Information Reporting

Recently enacted legislation provides that payments made to corporations after December 31, 2011, will not be exempt from certain information reporting requirements.

RECENT DEVELOPMENTS

Change in Investment Adviser’s Name

On January 19, 2011, the Investment Adviser changed its name to “Cushing MLP Asset Management, LP”. No changes were made to the firm’s ownership or legal structure.

Legal Proceedings

On February 10, 2009, Terri Bachow filed a class action against the Investment Adviser, Jerry V. Swank, Mark W. Fordyce (formally an advisory affiliate of the Investment Adviser), Swank Capital, LLC and the independent trustees of the Fund. The plaintiff’s claims related to the treatment and valuation of a deferred tax asset carried by the Fund under FASB Accounting Standards Codification No. 740 (formerly, FASB Statement of Financial Accounting Standards No. 109). On September 13, 2010, the court entered an order approving an agreed upon settlement to the lawsuit which provided for the dismissal of the suit with prejudice, the granting of broad releases of the named defendants and all affiliated entities and a payment to the plaintiff by the Fund’s insurance carrier of $3.6 million, including payment of attorney’s fees for plaintiff’s counsel.

Issuance of Shares

On July 14, 2010, the Fund sold 8,625,000 Common Shares in a registered public offering at a price of $8.08 per share. After this sale, the Fund’s total Common Shares outstanding were 25,850,726. Since November 30, 2010, the Fund has issued 55,337 Common Shares pursuant to the Fund’s Dividend Reinvestment Plan.

The following information regarding the Fund’s authorized shares is as of November 30, 2010.

Title of Class

Amount Authorized

Amount Held by Fund or for its Account

Amount Outstanding Exclusive of Amount Held by Fund

Common shares of beneficial interest

Unlimited

None

25,969,747

Effects of Leverage

The Fund may use leverage through fully-collateralized borrowing arrangements, the issuance of preferred shares, commercial paper or notes, other forms of borrowing or both. The amount of the leverage utilized by the Fund may vary over time. As of November 30, 2010, there was approximately $69.8 million outstanding under the Fund’s fully-collateralized borrowing arrangement with Credit Suisse. Assuming the utilization of leverage in the amount of 33 1/3% of the Fund’s Managed Assets (i.e., 50% of its net assets attributable to the Fund’s Common Shares) and an annual interest rate of 0.75% on borrowings payable on such leverage based on market rates as of November 30, 2010, the annual return that the Fund must earn (net of expenses) in order to cover such interest expense is 0.38%. The Fund’s actual cost of leverage will be based on market rates, which may vary over time, and such actual costs of leverage may be higher or lower than that assumed in the previous example.

The following table is designed to assist the investor in understanding the effects of leverage by illustrating the effect on the return to a holder of the Fund’s Common Shares of leverage in the amount of approximately 33 1/3% of the Fund’s Managed Assets (i.e., 50% of its net assets attributable to the Fund’s Common Shares), assuming hypothetical annual returns of the Fund’s portfolio of minus 10% to plus 10%. As the table shows, leverage generally increases the return to holders of Common Shares when portfolio return is positive and greater than the cost of leverage and decreases the return when the portfolio return is negative or less than the cost of leverage. The figures appearing in the table are hypothetical and actual returns may be greater or less than those appearing in the table. See “Principal Risks of the Fund” in the accompanying Prospectus.

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Assumed Portfolio Total Return (Net of Expenses)			(10	)%			(5	)%			0	%			5	%			10	%
Common Share Total Return			(15.38	)%			(7.88	)%			(0.38	)%			7.13	%			14.63	%

Common Share total return is composed of two elements: Distributions on Common Shares paid by the Fund (the amount of which is largely determined by the Fund’s net investment income after paying dividends or interest on its outstanding leverage) and gains or losses on the value of the securities the Fund owns. As required by SEC rules, the table above assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the distributions it receives on its investments are entirely offset by losses in the value of those securities.

Board and Committee Meetings

During the Fund’s fiscal year ended November 30, 2010, the Board of Trustees of the Fund held 4 meetings, the Fund’s Audit Committee held 2 meetings and the Nominating, Corporate Governance and Compensation Committee held 2 meetings.

Compensation of Trustees

The Trustees received from the Fund, for services as a Trustee of the Fund, the amounts set out below for the Fund’s fiscal year ended November 30, 2010.

Aggregate Compensation from the Fund

Pension or Retirement Benefits Accrued as Part of Fund Expenses

Estimated Annual Benefits Upon Retirement

Total Compensation from the Fund and Fund Complex(1)

Non-Interested Trustees

Brian R. Bruce

$

33,000

None

None

$

33,000

Edward N. McMillan

$

33,000

None

None

$

33,000

Ronald P. Trout

$

33,000

None

None

$

33,000

Interested Trustee

Jerry V. Swank

None

None

None

None

Trustee Qualifications

The Board of Trustees has determined that each Trustee should serve as such based on several factors (none of which alone is decisive). Among the factors the Board of Trustees considered when concluding that an individual should serve on the Board of Trustees were the following: (i) availability and commitment to attend meetings and perform the responsibilities of a Trustee, (ii) personal and professional background, (iii) educational background, (iv) financial expertise, and (v) ability, judgment, attributes and expertise. In respect of each current Trustee, the individual’s professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Fund, were a significant factor in the determination that the individual should serve as a Trustee of the Fund.

Following is a summary of various qualifications, experiences and skills of each Trustee (in addition to business experience during the past five years as set forth in the table in the accompanying Prospectus on pages 65-66) that contributed to the Board of Trustees’ conclusion that an individual should serve on the Board of Trustees. References to the qualifications, attributes and skills of Trustees do not constitute the holding out of any Trustee as being an expert under Section 7 of the Securities Act or the rules and regulations of the SEC.

Brian R. Bruce.  Mr. Bruce has served as a Trustee of the Fund since its inception in 2007, and has served as a Trustee of the Cushing MLP Premier Fund (“Premier”) since 2010. Through his experience as a trustee of and chairman of the audit committee of the Fund, Premier and certain other registered investment companies, as a professor at Southern Methodist University’s Cox School of Business and Director of the ENCAP Investments & LCM Group Alternative Asset Management Center and as a chief executive officer, and formerly chief investment officer, of investment management firms, Mr. Bruce is experienced in financial, accounting, regulatory and investment matters.

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Edward N. McMillan.  Mr. McMillan has served as a Trustee of the Fund since its inception in 2007, and has served as a Trustee of Premier since 2010. Through his experience as lead independent trustee of the Fund and Premier, 35 years of investment management experience, including as president of a small cap equity management firm, and prior service as chairman of the board of four registered investment companies, Mr. McMillan is experienced in financial, regulatory and investment matters.

Ronald P. Trout.  Mr. Trout has served as a Trustee of the Fund since its inception in 2007, and has served as a Trustee of Premier since 2010. Through his experience as a trustee of the Fund and Premier, as founding partner and senior vice president of an investment management firm and his service on the board of a publicly traded natural resources company, Mr. Trout is experienced in financial, regulatory and investment matters.

Jerry V. Swank.  Mr. Swank has served as a Trustee of the Fund since its inception in 2007, and has served as a Trustee of Premier since 2010. Through his experience as a trustee and chairman of the board of trustees of the Fund and Premier, managing partner of the Investment Adviser and founder of Swank Capital, LLC and his extensive professional experience with investment firms and as an oil and gas research consultant, Mr. Swank is experienced in financial, regulatory and investment matters.

Board of Trustees Leadership Structure

The primary responsibility of the Board of Trustees is to represent the interests of the Fund and to provide oversight of the management of the Fund. The Fund’s day-to-day operations are managed by the Investment Adviser and other service providers who have been approved by the Board of Trustees. The Board of Trustees is currently comprised of four Trustees, three of whom are classified under the 1940 Act as “non-interested” persons of the Fund (“Independent Trustees”) and one of whom is classified as an interested person of the Fund (“Interested Trustee”). Generally, the Board of Trustees acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.

An Interested Trustee, Mr. Jerry V. Swank, currently serves as Chairman of the Board of Trustees. The Chairman of the Board of Trustees presides at meetings of the Board of Trustees and acts as a liaison with service providers, officers, attorneys and other Trustees generally between meetings, and performs such other functions as may be requested by the Board of Trustees from time to time.

The Independent Trustees have selected Mr. Edward N. McMillan as lead Independent Trustee. The lead Independent Trustee participates in the planning of Board of Trustees meetings, seeks to encourage open dialogue and independent inquiry among the trustees and management, and performs such other functions as may be requested by the Independent Trustees from time to time.

The Board of Trustees will meet regularly four times each year to discuss and consider matters concerning the Fund, and will also holds special meetings to address matters arising between regular meetings. Regular meetings generally take place in-person; other meetings may take place in-person or by telephone. The Independent Trustees are advised by independent legal counsel and intend to regularly meet outside the presence of Fund management.

The Trustees have determined that the efficient conduct of the Trustees’ affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board of Trustees. The committees will meet as often as necessary, either in conjunction with regular meetings of the Board of Trustees or otherwise. The committees of the Board of Trustees are the Audit Committee and the Nominating, Corporate Governance and Compensation Committee. The membership of each Committee consists of all of the Independent Trustees, which the Board of Trustees believes allows them to participate in the full range of the Board of Trustees’ oversight duties.

The Board of Trustees has determined that this leadership structure, including a Chairman of the Board of Trustees who is an Interested Trustee, a Lead Independent Trustee, a supermajority of Independent Trustees and Committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances of the Fund. In reaching this conclusion, the Board of Trustees considered, among other things, the role of the Investment Adviser in the day-to-day management of Fund affairs, the extent to which the work of the Board of Trustees will be conducted through the Committees, the projected net assets of the Fund and the management, distribution and other service arrangements of the Fund. The Board of Trustees also believes that

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its structure, including the presence of one Trustee who is an executive officer of the Investment Adviser, facilitates an efficient flow of information concerning the management of the Fund to the Independent Trustees.

Board of Trustees’ Rule in Risk Oversight

The Fund has retained the Investment Adviser to provide investment advisory services and certain administrative services. The Investment Adviser is primarily responsible for the management of risks that may arise from Fund investments and operations. Certain employees of the Investment Adviser serve as the Fund’s officers, including the Fund’s President, Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Compliance Officer. The Board of Trustees oversees the performance of these functions by the Investment Adviser, both directly and through the Committee structure the Board of Trustees has established. The Board of Trustees will receive from the Investment Adviser reports on a regular and as-needed basis relating to the Fund’s investment activities and to the actual and potential risks of the Fund, including reports on investment risks, compliance with applicable laws, and the Fund’s financial accounting and reporting. In addition, the Board of Trustees will meet periodically with the portfolio managers of the Fund to receive reports regarding the portfolio management of the Fund and its performance and investment risks.

In addition, the Board of Trustees has appointed a Chief Compliance Officer (“CCO”). The CCO oversees the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance Policies”). The CCO reports directly to the Independent Trustees, and will provide presentations to the Board of Trustees at its quarterly meetings and an annual report on the application of the Compliance Policies. The Board of Trustees will discuss relevant risks affecting the Fund with the CCO at these meetings. The Board of Trustees has approved the Compliance Policies and will review the CCO’s reports. Further, the Board of Trustees will annually review the sufficiency of the Compliance Policies, as well as the appointment and compensation of the CCO.

Officers of the Fund

Name and Year of Birth		Position with Fund		Term of Office and Length of Time Served		Principal Occupation(s) During Past Five Years
John Alban (1963)		Treasurer (Chief Financial Officer)		Officer since 2010		Chief Financial Officer of the Investment Adviser (2010 – Present); CAO of NGP Energy Capital Management (2007 – 2009); COO of Spinnerhawk Capital Management, L.P. (2005 – 2007)
Barry Greenberg (1963)		General Counsel and Chief Compliance Officer		Officer since 2010		General Counsel and Chief Compliance Officer of the Investment Adviser (2010 – Present); Partner, Akin Gump Strauss Hauer & Feld LLP (2005 – 2010); Vice President, Legal and Compliance, American Beacon Advisors, Inc. (1995 – 2005); Attorney and Branch Chief, U.S. Securities and Exchange Commission (1988 – 1995).
Daniel L. Spears (1972)		Executive Vice President and Secretary		Officer since 2010		Partner and Portfolio Manager of the Investment Adviser (2006 – Present); Investment banker at Banc of America Securities, LLC (1998 to 2006).

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Investment Management Agreement

The continuation of the Investment Management Agreement was most recently approved by the Fund’s Board of Trustees on August 3, 2010. A discussion regarding the basis for approval by the Fund’s Board of Trustees of the Investment Management Agreement is available in the Fund’s annual report to shareholders for the year ended November 30, 2010.

Investment Management Fee.

		Fiscal Year Ended November 30,
		2010				2009				2008
The Investment Manager received approximate management fees of		$	2,467,110			$	557,839			$	1,615,353

Portfolio Managers

Jerry V. Swank and Daniel L. Spears are the Fund’s portfolio managers. The following tables provide information regarding other accounts managed by the portfolio managers as of the fiscal year ended November 30, 2010.

Other Accounts Managed by the Portfolio Managers.

		Registered Investment Companies (Including the Fund)								Other Pooled Investment Vehicles								Other Accounts
		Number of Accounts				Total Assets in the Accounts				Number of Accounts				Total Assets in the Accounts				Number of Accounts				Total Assets in the Accounts
Jerry V. Swank			2			$	217 million				4			$	584 million				0			$	0
Daniel L. Spears			2			$	217 million				1			$	123 million				0			$	0

Other Accounts That Pay Performance-Based Advisory Fees Managed by the Portfolio Managers.

		Registered Investment Companies (Including the Fund)								Other Pooled Investment Vehicles								Other Accounts
		Number of Accounts				Total Assets in the Accounts				Number of Accounts				Total Assets in the Accounts				Number of Accounts				Total Assets in the Accounts
Jerry V. Swank			0			$	0				3			$	579 million				0			$	0
Daniel L. Spears			0			$	0				1			$	123 million				0			$	0

Ownership of Securities.

Jerry V. Swank:  $100,001 – $500,000

Daniel L. Spears:  $10,001 – $50,000

Ownership of Securities

As of December 31, 2010, the Trustees of the Fund owned Common Shares of the Fund in the following amounts:

Name of Trustee		Dollar Range of Equity Securities in the Fund				Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustees in Family of Registered Investment Companies(1)
Brian R. Bruce		$	10,001 – $50,000			$	10,001 – $50,000
Edward N. McMillan		$	50,001 – $100,000			$	50,001 – $100,000
Ronald P. Trout		$	10,001 – $50,000			$	10,001 – $50,000
Jerry V. Swank			over $100,000				over $100,000

As of December 31, 2010, the Trustees and officers of the Fund as a group owned less than 1% of the outstanding Common Shares of the Fund. There are no control persons of the Fund.

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Principal Shareholders

As of January 31, 2011, to the knowledge of the Fund, no person beneficially owned more than 5% of the voting securities of the one class of securities of the Fund.

Price Range of Common Shares

The following table sets forth for the quarters indicated, the high and low sale prices on the NYSE per share of our Common Shares and the net asset value and the premium or discount from net asset value per share at which the Common Shares were trading, expressed as a percentage of net asset value, at each of the high and low sale prices provided.

Quarter Ended		Market Price								Corresponding Net Asset Value (“NAV”) per Share								Corresponding Premium or Discount as a % of NAV
		High				Low				High				Low				High				Low
Fiscal Year Ending November 30, 2010
First Fiscal Quarter		$	9.90			$	7.33			$	6.74			$	5.74				46.88	%			27.70	%
Second Fiscal Quarter		$	9.44			$	7.87			$	7.24			$	6.17				30.39	%			27.55	%
Third Fiscal Quarter		$	8.68			$	8.00			$	6.63			$	6.20				30.92	%			29.03	%
Fourth Fiscal Quarter		$	9.91			$	8.33			$	8.43			$	7.48				17.56	%			11.37	%

On February 24, 2011, the last reported price for the Fund’s Common Shares was $10.53 per share and the NAV of the Fund’s Common Shares was $8.71 per share, resulting in a premium to NAV of 20.90%. The Fund cannot predict whether its shares will trade in the future at a premium to or discount from NAV, or the level of any premium or discount. Shares of closed-end investment companies frequently trade at a discount from NAV. The Fund’s Common Shares have in the past traded below their NAV.

Portfolio Transactions and Brokerage

Commissions Paid.  Unless otherwise disclosed below, the Fund paid no commissions to affiliated brokers during the last three fiscal years. The Fund paid the following commissions to brokers during the fiscal years shown:

Fiscal Year Ended November 30,		All Brokers				Affiliated Brokers
2010		$	2,025,928			$	0
2009		$	1,315,955			$	0
2008		$	582,968			$	0

Fiscal Year 2010 Percentages:
Commissions with affiliate to total transactions			0%
Value of brokerage transactions with affiliate to total transactions			0%

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UNDERWRITING

RBC Capital Markets, LLC and Ladenburg Thalmann & Co. Inc. are acting as the representatives (the “Representatives”) of the underwriters and the joint book-running managers of this offering. Under the terms of an underwriting agreement dated the date of this Prospectus Supplement, the underwriters set forth below have agreed to purchase from the Fund the number of Common Shares set forth opposite their name.

Underwriter		Shares
RBC Capital Markets, LLC			1,696,113
Ladenburg Thalmann & Co. Inc.			1,696,113
Robert W. Baird & Co. Incorporated			848,057
BB&T Capital Markets, a division of Scott & Stringfellow, LLC			254,417
Janney Montgomery Scott LLC			254,417
Maxim Group LLC			254,417
National Securities Corporation			254,417
Stone & Youngberg LLC			466,431
Wunderlich Securities, Inc.			254,417
D.A. Davidson & Co.			21,201
Total			6,000,000

The underwriting agreement provides that the underwriters’ obligations to purchase the Common Shares depend on the satisfaction of the conditions contained in the underwriting agreement and that if any of the Common Shares are purchased by the underwriters, all of the Common Shares must be purchased. The conditions contained in the underwriting agreement include the condition that all the representations and warranties made by the Fund to the underwriters are true, that there has been no material adverse change in the condition of the Fund or in the financial markets and that the Fund deliver to the underwriters customary closing documents.

The following table summarizes the underwriting discount the Fund will pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional Common Shares. The underwriting discount is the difference between the initial price to the public and the amount the underwriters pay the Fund to purchase the Common Shares.

		No Exercise				Full Exercise
Per Common Share		$	0.40			$	0.40
Total		$	2,400,000			$	2,760,000

The Fund will pay all expenses of this offering that it incurs. Total expenses of this offering payable by the Fund, other than the underwriting discount, will be approximately $200,000. As a part of these expenses, the Fund has agreed to reimburse the underwriters for certain out-of-pocket legal expenses incurred by them up to an aggregate of $50,000 with respect to this offering.

The Fund has been advised by the underwriters that the underwriters propose to offer the Common Shares directly to the public at the initial price to the public set forth on the cover page of this Prospectus Supplement and to selected dealers at this price to the public less a concession not to exceed $0.24 per Common Share.

The Fund and the Investment Adviser have each agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act or to contribute to payments that may be required to be made with respect to these liabilities.

The Fund has granted to the underwriters an option to purchase up to an aggregate of 900,000 additional Common Shares at the initial price to the public less the underwriting discount set forth on the cover page of this Prospectus Supplement exercisable solely to cover over-allotments, if any. Such option may be exercised in whole or in part at any time until 45 days after the date of this Prospectus Supplement. If this option is exercised, each underwriter will be committed, subject to satisfaction of the conditions specified in the underwriting agreement, to purchase a number of additional Common Shares proportionate to each underwriter’s

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initial commitment as indicated in the preceding table, and the Fund will be obligated, pursuant to the option, to sell these shares to the underwriters.

During a period of 60 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Fund, its trustees and officers and the Investment Adviser have agreed that subject to certain exceptions, they will not, without the prior written consent of the Representatives, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option, rights or warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of the Fund’s Common Shares or any securities convertible into or exercisable or exchangeable for the Fund’s Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing or (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Fund’s Common Shares, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The restrictions described in this paragraph do not apply to the sale of the Common Shares to the underwriters or Common Shares issued (or purchased in the open market) pursuant to the Fund’s dividend reinvestment plan. If (x) during the last 17 days of the Lock-Up Period, the Fund issues an earnings release or material news or a material event relating to the Fund or the Investment Adviser occurs, or (y) the Fund announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of such Lock-Up Period, such Lock-Up Period will automatically be extended and the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the date of the earnings release or the occurrence of the material news or material event, as applicable, unless the underwriters waive such extensions. The Representatives, in their sole discretion, may release the Common Shares subject to lock-up agreements in whole or in part at any time with or without notice. When determining whether or not to release Common Shares from lock-up agreements, the Representatives will consider, among other factors, the reasons for requesting the release, the number of Common Shares for which the release is being requested and market conditions at the time.

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the Common Shares or preventing or retarding a decline in the market price of the Common Shares. As a result, the price of the Common Shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.

Neither the Fund, the Investment Adviser nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Common Shares. In addition, neither the Fund, the Investment Adviser nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, if commenced, will not be discontinued without notice.

The sum of all compensation to the underwriters in connection with this offering of Common Shares, including the underwriting discount, will not exceed 8.0% of the total public offering price of the Common Shares sold in this offering.

In connection with this offering, certain of the underwriters or securities dealers may distribute this Prospectus Supplement and the accompanying Prospectus electronically.

The underwriters and their affiliates have provided in the past to the Fund, the Investment Adviser and their affiliates, and may from time to time in the future provide, certain commercial banking, financial advisory, investment banking and other services, for which they will be entitled to receive separate fees. The underwriters and their affiliates may from time to time in the future engage in transactions with the Fund, the Investment Adviser and their affiliates and perform services for the Fund or its portfolio companies in the ordinary course of business.

The principal business address of RBC Capital Markets, LLC is Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281, and the principal address of Ladenburg Thalmann & Co. Inc. is 520 Madison Ave., 9th Floor, New York, New York 10022.

LEGAL MATTERS

Certain legal matters will be passed on by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, as special counsel to the Fund in connection with the offering of Common Shares. Certain legal matters will be passed on by Vinson & Elkins L.L.P., New York, New York, as special counsel to the underwriters in connection with the offering of Common Shares.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP, the Fund’s independent registered public accounting firm, has audited the Fund’s financial statements as of and for the Fund’s fiscal year ended November 30, 2010, as set forth in their report, which is included in this Prospectus Supplement. The Fund’s financial statements are included in this Prospectus Supplement in reliance upon such report of Deloitte and Touche LLP given their authority as experts in accounting and auditing. Deloitte & Touche LLP’s principal business address is located at 2200 Ross Avenue, Dallas, Texas 75201.

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ADDITIONAL INFORMATION

The Fund is subject to the informational requirements of the 1934 Act and the 1940 Act and in accordance with those requirements is required to file reports, proxy statements and other information with the Securities and Exchange Commission. Any such reports and other information, including the Fund and Investment Adviser’s code of ethics, can be inspected and copied at the Securities and Exchange Commission’s Public Reference Room, Washington, D.C. 20549-0102. Information on the operation of such public reference facilities may be obtained by calling the Securities and Exchange Commission at (202) 551-8090. Copies of such materials can be obtained from the Securities and Exchange Commission’s Public Reference Room, at prescribed rates, or by electronic request at publicinfo@sec.gov. The Securities and Exchange Commission maintains a website at www.sec.gov containing reports and information statements and other information regarding registrants, including the Fund, that file electronically with the Securities and Exchange Commission. Reports, proxy statements and other information concerning the Fund can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Copies of the Fund’s annual and semi-annual reports may be obtained, without charge, upon request mailed to Jerry Swank, The Cushing MLP Total Return Fund, 8117 Preston Road, Suite 440, Dallas, Texas 75225 or by calling toll free at (800) 662-7232 and also are made available on the Fund’s website at www.srvfund.com. You may also call this toll-free telephone number to request other information about the Fund or to make shareholder inquiries. Information on, or accessible through, the Fund’s website is not a part of, and is not incorporated into, this Prospectus Supplement or the accompanying Prospectus.

Additional information regarding the Fund is contained in the registration statement on Form N-2, including amendments, exhibits and schedules to the registration statement relating to such shares filed by the Fund with the Securities and Exchange Commission in Washington, D.C. This Prospectus Supplement and the accompanying Prospectus does not contain all of the information set out in the registration statement, including any amendments, exhibits and schedules to the registration statement. For further information with respect to the Fund and the Common Shares offered hereby, reference is made to the registration statement. Statements contained in this Prospectus Supplement and the accompanying Prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. A copy of the registration statement may be inspected without charge at the Securities and Exchange Commission’s principal office in Washington, D.C., and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon the payment of certain fees prescribed by the Securities and Exchange Commission.

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FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of

The Cushing MLP Total Return Fund:

We have audited the accompanying statement of assets and liabilities of The Cushing MLP Total Return Fund (the “Fund”), including the schedule of investments, as of November 30, 2010, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from August 27, 2007 (commencement of operations) to November 30, 2007. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2010, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Cushing MLP Total Return Fund as of November 30, 2010, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, and for the period from August 27, 2007 (commencement of operations) to November 30, 2007, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

January 27, 2011
Dallas, Texas

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Schedule of Investments		November 30, 2010

COMMON STOCK — UNITED STATES — 7.3%(1)		Shares				Fair Value
Shipping — 2.8%(1)
Knight Transportation, Inc.			300,000			$	5,784,000
Utilities — 4.5%(1)
Ameren Corporation			50,000				1,436,000
Public Service Enterprise Group			100,000				3,083,000
Integrys Energy Group, Inc.			100,000				4,870,000
							9,389,000
Total Common Stock (Cost $15,298,155)						$	15,173,000
MASTER LIMITED PARTNERSHIPS AND RELATED COMPANIES — UNITED STATES — 122.1%(1)
Coal — 13.6%(1)
Oxford Resource Partners, L.P.			500,000			$	10,830,000
Penn Virginia GP Holdings, L.P.			700,000				17,451,000
							28,281,000
Crude/Natural Gas Production — 15.1%(1)
Breitburn Energy Partners, L.P.			400,000				7,872,000
EV Energy Partners, L.P.			175,000				6,679,750
Legacy Reserves, L.P.			150,000				3,916,500
Linn Energy, LLC			250,000				9,075,000
Vanguard Natural Resources, LLC			150,000				3,964,500
							31,507,750
Crude/Refined Products Pipelines and Storage — 31.0%(1)
Enbridge Energy Partners, L.P.			350,000				21,297,500
Genesis Energy, L.P.			600,000				14,658,000
Magellan Midstream Partners, L.P.			250,000				14,000,000
Plains All American Pipeline, L.P.			150,000				9,225,000
TransMontaigne Partners, L.P.			150,000				5,286,000
							64,466,500
Natural Gas/Natural Gas Liquid Pipelines and Storage — 25.1%(1)
Boardwalk Pipeline Partners, LP			250,000				7,750,000
El Paso Pipeline Partners, L.P.			100,000				3,312,000
Energy Transfer Partners, L.P.			125,000				6,333,750
Enterprise Products Partners, L.P.			300,000				12,624,000
Niska Gas Storage Partners LLC			100,000				1,998,000
ONEOK Partners, L.P.			150,000				11,881,500
Williams Partners, L.P.			175,000				8,233,750
							52,133,000
Natural Gas Gathering/Processing — 25.8%(1)
Chesapeake Midstream Partners, L.P.			75,000				2,137,500
Crosstex Energy, L.P.			700,000				9,751,000
MarkWest Energy Partners, L.P.			425,000				17,990,250
Regency Energy Partners, L.P.			450,000				11,565,000
Targa Resources Partners, L.P.			400,000				12,116,000
							53,559,750

 
 
See Accompanying Notes to the Financial Statements.

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Schedule of Investments — (Continued)		November 30, 2010

MASTER LIMITED PARTNERSHIPS AND RELATED COMPANIES —    UNITED STATES — (Continued)		Shares				Fair Value
Propane — 4.3%(1)
Inergy, L.P.			231,000			$	9,013,620
Shipping — 7.2%(1)
Navios Maritime Partners, L.P.			500,000				9,280,000
Teekay Offshore Partners, L.P.			200,000				5,764,000
							15,044,000
Total Master Limited Partnerships and Related Companies (Cost $188,205,905)						$	254,005,620
SENIOR NOTES — UNITED STATES — 7.8%(1)			Principal Amount
Crude/Natural Gas Production — 2.2%(1)
Breitburn Energy Partners, L.P., 8.625%, 10/15/2020(2)		$	2,500,000			$	2,506,250
Linn Energy, LLC, 7.750%, 02/01/2021(2)			2,000,000				2,040,000
							4,546,250
Crude/Refined Products Pipelines and Storage — 0.5%(1)
Genesis Energy, L.P., 7.875%, 12/15/2018(2)			1,000,000				993,750
Natural Gas/Natural Gas Liquids Pipelines and Storage — 0.2%(1)
El Paso Corp., 7.420%, due 02/15/2037			375,000				371,114
Natural Gas Gathering/Processing — 4.9%(1)
Atlas Pipeline Partners, L.P., 8.750% due 06/15/2018			3,500,000				3,832,500
Copano Energy, LLC, 8.125%, due 03/01/2016			2,000,000				2,030,000
MarkWest Energy Partners, L.P., 8.750%, due 04/15/2018			1,000,000				1,080,000
Regency Energy Partners, L.P., 9.375%, due 06/01/2016			2,000,000				2,205,000
Targa Resources Partners, L.P., 8.250%, due 07/01/2016			200,000				209,000
Targa Resources Partners, L.P., 11.250%, due 07/15/2017			600,000				687,000
Targa Resources Partners, L.P., 7.875%, due 10/15/2018(2)			250,000				258,750
							10,302,250
Total Senior Notes (Cost $14,704,710)						$	16,213,364
SHORT-TERM INVESTMENTS — UNITED STATES —  INVESTMENT COMPANIES — 0.1%(1)			Shares
AIM Short-Term Treasury Portfolio Fund — Institutional Class			36,726			$	36,726
Fidelity Government Portfolio Fund — Institutional Class			36,726				36,726
First American Treasury Obligations Fund — Class A			36,726				36,726
First American Treasury Obligations Fund — Class Y			36,726				36,726
First American Treasury Obligations Fund — Class Z			36,726				36,726
Total Short-Term Investments (Cost $183,630)						$	183,630
TOTAL INVESTMENTS — 137.3%(1) (COST $218,392,400)						$	285,575,614
Liabilities in Excess of Other Assets — (37.3)%(1)							(77,573,239	)
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS — 100.0%(1)						$	208,002,375

 
 
See Accompanying Notes to the Financial Statements.

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Statement of Assets & Liabilities

November 30, 2010

Assets
Investments at fair value (cost $218,392,400)		$	285,575,614
Cash and cash equivalents			824,659
Receivable for investments sold			5,272,196
Interest receivable			402,707
Distributions and dividends receivable			997,895
Prepaid expenses and other assets			52,918
Total assets			293,125,989
Liabilities
Payable to Advisor			310,308
Payable for investments purchased			8,385,730
Distributions payable to common stockholders			5,830,742
Short-term borrowings			69,800,000
Accrued interest expense			440,573
Accrued offering expense			147,605
Accrued expenses and other liabilities			208,656
Total liabilities			85,123,614
Net assets applicable to common stockholders		$	208,002,375
Net Assets Applicable to Common Stockholders Consist of
Capital stock, $0.001 par value; 25,914,410 shares issued and outstanding (unlimited shares authorized)		$	25,914
Additional paid-in capital			258,033,671
Accumulated net investment income, net of income taxes			628,635
Accumulated realized loss, net of income taxes			(117,869,059	)
Net unrealized gain on investments, net of income taxes			67,183,214
Net assets applicable to common stockholders		$	208,002,375
Net Asset Value per common share outstanding (net assets applicable to common shares divided by common shares outstanding)		$	8.03

 
 
See Accompanying Notes to the Financial Statements.

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Statement of Operations

Fiscal Year Ended November 30, 2010

Investment Income
Distributions received from master limited partnerships		$	16,566,758
Less: return of capital on distributions			(15,935,285	)
Distribution income from master limited partnerships			631,473
Dividends from common stock (net of foreign taxes withheld of $10,236)			4,483,307
Interest income			1,320,531
Total Investment Income			6,435,311
Expenses
Advisory fees			2,514,525
Professional fees			364,767
Administrator fees			138,058
Reports to stockholders			132,360
Trustees’ fees			103,526
Registration fees			95,378
Fund accounting fees			53,404
Custodian fees and expenses			33,818
Transfer agent fees			27,456
Other expenses			257,274
Total Expenses before Interest Expense			3,720,566
Interest expense			465,469
Total Expenses			4,186,035
Less: expense waived by Advisor			(47,415	)
Net Expenses			4,138,620
Net Investment Income			2,296,691
Realized and Unrealized Gain on Investments
Net realized gain on investments			1,539,215
Net change in unrealized appreciation of investments			46,302,472
Net Realized and Unrealized Gain on Investments			47,841,687
Increase in Net Assets Applicable to Common Stockholders Resulting from Operations		$	50,138,378

 
 
See Accompanying Notes to the Financial Statements.

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Statements of Changes in Net Assets

		Fiscal Year Ended November 30, 2010				Fiscal Year Ended November 30, 2009
Operations
Net investment income		$	2,296,691			$	407,744
Net realized gain (loss) on investments			1,539,215				(52,209,736	)
Net change in unrealized appreciation of investments			46,302,472				78,913,488
Net increase in net assets applicable to common stockholders resulting from operations			50,138,378				27,111,496
Dividends and Distributions to Common Stockholders
Net investment income			—				—
Return of capital			(18,332,242	)			(9,505,720	)
Total dividends and distributions to common stockholders			(18,332,242	)			(9,505,720	)
Capital Share Transactions
Proceeds from issuance of 14,475,000 and 1,686,090 common shares from offerings, net of offering costs of $615,000 and $154,876, respectively			110,189,000				8,696,251
Issuance of 191,812 and 78,157 common shares from reinvestment of distributions to stockholders, respectively			1,495,837				430,132
Net increase in net assets applicable to common stockholders from capital share transactions			111,684,837				9,126,383
Total increase in net assets applicable to common stockholders			143,490,973				26,732,159
Net Assets
Beginning of fiscal year			64,511,402				37,779,243
End of fiscal year		$	208,002,375			$	64,511,402
Accumulated net investment income (loss) at the end of the fiscal year		$	628,635			$	(1,668,056	)

 
 
See Accompanying Notes to the Financial Statements.

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Statement of Cash Flows

Fiscal Year Ended November 30, 2010

Operating Activities
Increase in Net Assets Applicable to Common Stockholders Resulting from Operations		$	50,138,378
Adjustments to reconcile increase in the net assets applicable to common stockholders to net cash used in operating activities
Net change in unrealized appreciation of investments			(46,302,472	)
Purchases of investments			(733,582,151	)
Proceeds from sales of investments			578,613,513
Proceeds from investments sold short			74,563,378
Purchases to cover investments sold short			(82,514,707	)
Return of capital on distributions			15,935,285
Net realized gains on sales of investments			(1,539,215	)
Net purchases of short-term investments			(58,045	)
Net accretion/amortization of senior notes’ premiums/discounts			(140,986	)
Changes in operating assets and liabilities
Receivable for investments sold			1,609,444
Interest receivable			(150,707	)
Distributions and dividends receivable			(480,162	)
Prepaid and other assets			(5,180	)
Payable to Advisor			232,024
Payable for investments purchased			7,156,215
Accrued interest expense			436,720
Accrued offering expense			147,605
Accrued expenses and other liabilities			122,827
Net cash used in operating activities			(135,818,236	)
Financing Activities
Proceeds from borrowing facility			118,900,000
Repayment of borrowing facility			(79,000,000	)
Common Stock Issuance, net of underwriting and other direct costs			14,666
Additional paid-in capital from Common Stock Issuance			110,174,334
Dividends paid to common stockholders			(13,536,372	)
Net cash provided by financing activities			136,552,628
Increase in Cash and Cash Equivalents			734,392
Cash and Cash Equivalents:
Beginning of fiscal year			90,267
End of fiscal year		$	824,659
Supplemental Disclosure of Cash Flow and Non-Cash Information
Interest Paid		$	28,750
Taxes Paid		$	20,747
Additional paid-in capital from Dividend Reinvestment		$	1,495,837

 
 
See Accompanying Notes to the Financial Statements.

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Notes To Financial Statements

November 30, 2010

1.  Organization

The Cushing MLP Total Return Fund (the “Fund”) was formed as a Delaware statutory trust on May 23, 2007, and is a non-diversified, closed-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to seek to produce current income and capital appreciation. The Fund seeks to provide its stockholders with an efficient vehicle to invest in the energy infrastructure sector. The Fund commenced operations on August 27, 2007. The Fund’s shares are listed on the New York Stock Exchange under the symbol “SRV.”

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 requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

B.  Investment Valuation

The Fund uses the following valuation methods to determine fair value as either current market value for investments for which market quotations are available, or if not available, the fair value, as determined in good faith pursuant to such policies and procedures as may be approved by the Fund’s Board of Trustees (“Board of Trustees”) from time to time. The valuation of the portfolio securities of the Fund currently includes the following processes:

(i) The market value of each security listed or traded on any recognized securities exchange or automated quotation system will be the last reported sale price at the relevant valuation date on the composite tape or on the principal exchange on which such security is traded. If no sale is reported on that date, Swank Energy Income Advisors, LP (the “Advisor”) utilizes, when available, pricing quotations from principal market markers. Such quotations may be obtained from third-party pricing services or directly from investment brokers and dealers in the secondary market. Generally, the Fund’s loan and bond positions are not traded on exchanges and consequently are valued based on market prices received from third-party services or broker-dealer sources.

(ii) Listed options on debt securities are valued at the average of the bid price and the ask price. Unlisted options on debt or equity securities are valued based upon their composite bid prices if held long, or their composite ask prices if held short. Futures are valued at the last sale price on the commodities exchange on which they trade.

(iii) The Fund’s non-marketable investments will generally be valued in such manner as the Advisor determines in good faith to reflect their fair values under procedures established by, and under the general supervision and responsibility of, the Board of Trustees. The pricing of all assets that are fair valued in this manner will be subsequently reported to and ratified by the Board of Trustees.

The Fund may engage in short sale transactions. For financial statement purposes, an amount equal to the settlement amount, if any, is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short positions. Subsequent fluctuations in market prices of securities sold short may require purchasing the securities at prices which may differ from the market value reflected on the Statement of Assets and Liabilities. When the Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized under the termination of a short sale. The Fund is also subject to the risk that it may be unable to reacquire a security to terminate a short position except at a price substantially in excess of the last quoted price. The Fund is liable for any dividends paid on securities sold short and such amounts would be reflected as dividend expense in the Statement of Operations. The Fund’s obligation to replace the borrowed

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security will be secured by collateral deposited with the broker-dealer. The Fund also will be required to segregate similar collateral to the extent, if any, necessary so that the value of both collateral amounts in the aggregate is at all times equal to at least 100% of the current market value of the securities sold short. There were no securities sold short at November 30, 2010.

C.  Security Transactions, Investment Income and Expenses

Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on a specific identified cost basis. Interest income is recognized on the accrual basis, including amortization of premiums and accretion of discounts. Distributions are recorded on the ex-dividend date. Distributions received from the Fund’s investments in master limited partnerships (“MLPs”) generally are comprised of ordinary income, capital gains and return of capital from the MLP. The Fund records investment income on the ex-date of the distributions. For financial statement purposes, the Fund uses return of capital and income estimates to allocate the dividend income received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Fund.

The Fund estimates the allocation of investment income and return of capital for the distributions received from MLPs within the Statement of Operations. Subsequent to November 30, 2009, the Fund revised the amount of investment income and return of capital it recognized based on the 2009 tax reporting information received from the individual MLPs. The Fund has estimated approximately 5% of the distributions to be from investment income with the remaining balance to be return of capital.

Expenses are recorded on the accrual basis.

D.  Dividends and Distributions to Stockholders

Dividends and distributions to common stockholders are recorded on the ex-dividend date. The character of dividends and distributions to common stockholders made during the year may differ from their ultimate characterization for federal income tax purposes. For the fiscal year ended November 30, 2010, the Fund’s dividends and distributions were expected to be comprised of 100% return of capital. The tax character of distributions paid for the fiscal year ended November 30, 2010 will be determined in early 2011.

E.  Federal Income Taxation

The Fund, taxed as a corporation, is obligated to pay federal and state income tax on its taxable income. Currently, the maximum marginal regular federal income tax rate for a corporation is 35%. The Fund may be subject to a 20% federal alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax.

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 reports its allocable share of the MLP’s taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect 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. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

The Fund has reviewed all open tax years and major jurisdictions and concluded that there is no impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on a tax return. As of November 30, 2010, the Fund’s federal tax returns since inception remain subject to examination by the Internal Revenue Service.

F.  Cash and Cash Equivalents

The Fund considers all highly liquid investments purchased with initial maturity equal to or less than three months to be cash equivalents.

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G.  Cash Flow Information

The Fund makes distributions from investments, which include the amount received as cash distributions from MLPs, common stock dividends and interest payments. These activities are reported in the Statements of Changes in Net Assets, and additional information on cash receipts and payments is presented in the Statement of Cash Flows.

H.  Indemnifications

Under the Fund’s organizational documents, its officers and trustees 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 may enter into contracts that provide general indemnification to other parties. The Fund’s maximum exposure under such indemnification arrangements, however, is unknown, as this would involve expenses relating to existing claims that have not yet been accrued or future claims that may be made against the Fund that have not yet occurred and may not occur.

As of November 30, 2010, the Fund had accrued and paid approximately $500,000 in expenses relating to the indemnification of its officers and trustees relating to the legal proceedings described in Note J, of which $209,000 was expensed during the fiscal year ended November 30, 2010 and is included in other expenses in the Statement of Operations. Subsequent to November 30, 2010, the Fund paid approximately $34,000 in expenses relating to the indemnification of its officers and trustees relating to the legal proceedings described in Note J. No further payments relating to these legal proceedings are anticipated.

I.  Derivative Financial Instruments

The Fund provides disclosure regarding derivatives and hedging activity to allow investors to understand how and why the Fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect the Fund’s results of operations and financial position.

The Fund occasionally purchases and sells (“writes”) put and call equity options as a source of potential protection against a broad market decline. A purchaser of a put option has the right, but not the obligation, to sell the underlying instrument at an agreed upon price (“strike price”) to the option seller. A purchaser of a call option has the right, but not the obligation, to purchase the underlying instrument at the strike price from the option seller. Options are settled for cash.

Purchased Options — Premiums paid by the Fund for purchased options are included in the Statement of Assets and Liabilities as an investment. The option is adjusted daily to reflect the current market value of the option and any change in fair value is recorded as unrealized appreciation or depreciation of investments. If the option is allowed to expire, the Fund will lose the entire premium paid and record a realized loss for the premium amount. Premiums paid for purchased options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain/loss or cost basis of the security.

Written Options — Premiums received by the Fund for written options are included in the Statement of Assets and Liabilities. The amount of the liability is adjusted daily to reflect the current market value of the written option and any change in fair value is recorded as unrealized appreciation or depreciation of investments. Premiums received from written options that expire are treated as realized gains. The Fund records a realized gain or loss on written options based on whether the cost of the closing transaction exceeds the premium received. If a call option is exercised by the option buyer, the premium received by the Fund is added to the proceeds from the sale of the underlying security to the option buyer and compared to the cost of the closing transaction to determine whether there has been a realized gain or loss. If a put option is exercised by an option buyer, the premium received by the option seller reduces the cost basis of the purchased security.

Written uncovered call options subject the Fund to unlimited risk of loss. Written covered call options limit the upside potential of a security above the strike price. Put options written subject the Fund to risk of loss if the value of the security declines below the exercise price minus the put premium.

The Fund is not subject to credit risk on written options as the counterparty has already performed its obligation by paying the premium at the inception of the contract.

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During the fiscal year ended November 30, 2010, the Fund purchased 88,800 S&P Depository Receipts (“SPDR”) Trust Series 1 equity option put contracts with various exercise prices and sold 85,800 of these option contracts for a total loss of $5,495,618. The remaining 3,000 contracts expired for a total realized loss of $364,182. The total realized loss of $5,859,800 is included in net realized gain on investments in the Statement of Operations. The Fund did not hold any option contracts as of November 30, 2010 and November 30, 2009.

During the fiscal year ended November 30, 2010, the Fund wrote 65,100 SPDR Trust Series 1 short option put contracts with various exercise prices and covered all of these option contracts for a total gain of $1,634,427, which is included in net realized gain on investments in the Statement of Operations.

J.  Legal Proceedings

On February 10, 2009, a putative class action lawsuit was filed in the United States District Court, Northern District of Texas, by Terri Morse Bachow on behalf of all persons who purchased shares of the Fund between September 1, 2008 and December 19, 2008, against the Advisor, Swank Capital, LLC, Jerry V. Swank, Mark W. Fordyce, Brian R. Bruce, Ronald P. Trout and Edward N. McMillan alleging violations of Sections 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) by Mr. Swank and Mr. Fordyce, violations of Section 20(a) of the Exchange Act by Swank Capital, LLC, Mr. Swank, Mr. Fordyce, Mr. Bruce, Mr. Trout, and Mr. McMillan, and violations of Section 36(b) of the Investment Company Act of 1940 by Swank Capital, LLC. The complaint sought an unspecified amount in compensatory damages, actual damages, and fees and expenses incurred in the lawsuit. The plaintiff’s claims related to the treatment and valuation of a deferred tax asset carried by the Fund under FASB Accounting Standards Codification No. 740, Income Taxes. Plaintiffs claimed that the Fund’s NAV was inflated as a result of an alleged failure to apply a valuation allowance to its deferred tax asset. Defendants filed a motion to dismiss the complaint and the court granted in part and denied in part the motion to dismiss. The court dismissed all claims under Section 20(a) of the Exchange Act and Section 36(b) of the 1940 Act but did not dismiss the claim under Section 10(b) of the Exchange Act against Mr. Swank and Mr. Fordyce. On May 17, 2010, the Fund entered into a stipulation and Agreement of Settlement in the lawsuit. On September 13, 2010, the court entered an order approving the agreed upon settlement of the lawsuit which provided for the dismissal of the lawsuit with prejudice, the granting of board releases of the named defendants, the Fund and all affiliated entities and a payment to the plaintiffs by the Fund’s insurance carrier of $3.6 million, which included payment of attorneys’ fees for plaintiffs’ counsel. The entire settlement amount was paid by the Fund’s insurers.

3.  Concentrations of Risk

The Fund’s investment objective is to seek to produce current income and capitalization. The Fund will seek to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in MLP investments; up to 50% of its managed assets in securities of MLPs and other natural resource companies that are not publicly traded, or that are otherwise restricted securities; up to 20% of its managed assets in securities of companies that are not MLPs, including other natural resource companies, and U.S. and non-U.S. issuers that may not constitute other natural resource companies; and up to 20% of its managed assets in debt securities of MLPs, other natural resource companies and other issuers.

4.  Agreements and Related Party Transactions

The Fund has entered into an Investment Management Agreement with the Advisor (the “Agreement”). Under the terms of the Agreement, the Fund will pay the Advisor a fee, payable at the end of each calendar month, at an annual rate equal to 1.25% of the average weekly value of the Fund’s managed assets during such month for the services and facilities provided by the Advisor to the Fund. The Advisor announced on December 19, 2008 that it will temporarily reduce the advisory fee charged to the Fund from an annual rate of 1.25% to 1.00%. Subsequently, the Advisor increased the advisory fee back to 1.25% beginning February 1, 2010. The Advisor earned $2,467,110 in advisory fees (net of $47,415 of advisory fees waived by the Advisor) for the fiscal year ended November 30, 2010.

The Fund has engaged U.S. Bancorp Fund Services, LLC to serve as the Fund’s administrator. The Fund pays the administrator a monthly fee computed at an annual rate of 0.08% of the first $100,000,000 of the Fund’s

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managed assets, 0.05% on the next $200,000,000 of managed assets and 0.04% on the balance of the Fund’s managed assets, with a minimum annual fee of $40,000.

Computershare Trust Fund, N.A. serves as the Fund’s transfer agent, dividend paying agent, and agent for the automatic dividend reinvestment plan.

U.S. Bank, N.A. serves as the Fund’s custodian. The Fund pays the custodian a monthly fee computed at an annual rate of 0.004% of the Fund’s average daily market value, with a minimum annual fee of $4,800.

5.  Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Fund’s deferred tax assets and liabilities as of November 30, 2010, are as follows:

Deferred tax assets:
Net operating loss carryforward		$	3,099,443
Capital loss carryforward			39,918,948
Total deferred tax assets			43,018,391
Less Deferred tax liabilities:
Unrealized gain on investment securities			24,133,916
Net deferred tax asset before valuation allowance			18,884,475
Valuation allowance			(18,884,475	)
Net deferred tax asset		$	—

The net operating loss carryforward and capital loss carryforward are available to offset future taxable income. The Fund has the following net operating loss and capital loss amounts:

Fiscal Year Ended Net Operating Loss		Amount				Expiration
November 30, 2007		$	—				November 30, 2027
November 30, 2008			5,736,436				November 30, 2028
November 30, 2009			2,225,868				November 30, 2029
November 30, 2010			—				November 30, 2030
Total Fiscal Year Ended Net Operating Loss		$	7,962,304
Fiscal Year Ended Capital Loss
November 30, 2007		$	—				NA
November 30, 2008			62,485,409				November 30, 2013
November 30, 2009			50,363,661				November 30, 2014
November 30, 2010			—				NA
Total Fiscal Year Ended Capital Loss		$	112,849,070

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For corporations, capital losses can only be used to offset capital gains and cannot be used to offset ordinary income. As such, for the fiscal year ended November 30, 2010, the Fund used capital loss carryforwards of $699,000 from the fiscal year ended November 30, 2007 and $1,653,000 from the fiscal year ended November 30, 2008 to offset its capital gains. The capital loss may be carried forward for 5 years and, accordingly, would begin to expire as of November 30, 2013. The net operating loss can be carried forward for 20 years and, accordingly, would begin to expire as of November 30, 2027.

The Fund has recorded a valuation allowance for the full amount of the deferred tax asset as the Fund believes it is more likely than not that the asset will not be utilized.

Total income tax benefit (current and deferred) differs from the amount computed by applying the federal statutory income tax rate of 35% to net investment income and realized and unrealized gains (losses) on investments before taxes for the fiscal year ended November 30, 2010, as follows:

Application of statutory income tax rate		$	17,548,000
Change in state tax rate used to determine deferred tax			1,537,000
Dividends received deduction adjustment			445,000
Change in valuation allowance			(19,530,000	)
Total tax expense		$	—

The decrease in the valuation allowance was due to a decrease in the net deferred tax asset of $19,530,000 during the fiscal year ended November 30, 2010. All federal and state tax amounts above are deferred balances and there were no current balances for federal or state taxes in the current year.

At November 30, 2010, the cost basis of investments was $217,350,111 and gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

Gross unrealized appreciation		$	70,490,166
Gross unrealized depreciation			(2,264,663	)
Net unrealized appreciation		$	68,225,503

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on U.S. tax returns and state tax returns filed since inception of the Fund. No income tax returns are currently under examination. All tax years since commencement of operations remain subject to examination by the tax authorities in the United States. Due to the nature of the Fund’s investments, the Fund may be required to file income tax returns in several states. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

6.  Fair Value Measurements

Various inputs that are used in determining the fair value of the Fund’s investments are summarized in the three broad levels listed below:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

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These inputs are summarized in the three broad levels listed below.

						Fair Value Measurements at Reporting Date Using
Description		Fair Value at November 30, 2010				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Equity Securities
Common Stock(a)		$	15,173,000			$	15,173,000			$	—			$	—
Master Limited Partnerships and Related Companies(a)			254,005,620				254,005,620				—				—
Total Equity Securities			269,178,620				269,178,620				—				—
Notes
Senior Notes(a)			16,213,364				—				16,213,364				—
Total Notes			16,213,364				—				16,213,364				—
Other
Short-Term Investments			183,630				183,630				—				—
Total Other			183,630				183,630				—				—
Total		$	285,575,614			$	269,362,250			$	16,213,364			$	—

7.  Investment Transactions

For the fiscal year ended November 30, 2010, the Fund purchased (at cost) and sold securities (proceeds) in the amount of $733,582,151 and $578,613,513 (excluding short-term securities), respectively and made purchases to cover investments sold short and received proceeds from investments sold short in the amount of $82,514,707 and $74,563,378, respectively.

8.  Common Stock

The Fund has unlimited shares of capital stock authorized and 25,914,410 shares outstanding at November 30, 2010. Transactions in common stock for the fiscal years ended November 30, 2009 and November 30, 2010 were as follows:

Shares at November 30, 2008			9,483,351
Shares sold through additional offerings			1,686,090
Shares issued through reinvestment of distributions			78,157
Shares at November 30, 2009			11,247,598
Shares sold through additional offerings			14,475,000
Shares issued through reinvestment of distributions			191,812
Shares at November 30, 2010			25,914,410

9.  Borrowing Facilities

The Fund maintains a margin account arrangement with Credit Suisse. The interest rate charged on margin borrowing is tied to the cost of funds for Credit Suisse (which approximates LIBOR plus 0.30%). Proceeds from the margin account arrangement are used to execute the Fund’s investment objective.

The average principal balance and interest rate for the period during which the credit facilities were utilized during the fiscal year ended November 30, 2010 was approximately $58,290,000 and 0.72%, respectively. At November 30, 2010, the principal balance outstanding was $69,800,000 and accrued interest expense was $440,573.

10.  Subsequent Events

On December 15, 2010, the Fund issued 55,337 shares through its dividend reinvestment plan. After these share issuances, the Fund’s total common shares outstanding were 25,969,747.

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Base Prospectus dated May 17, 2010

The Cushing MLP Total Return Fund

80,000,000 COMMON SHARES OF BENEFICIAL INTEREST

 

Investment Objective.  The Cushing MLP Total Return Fund (the “Fund”) was formed as a Delaware statutory trust on May 23, 2007 and is a non-diversified, closed-end management investment company. The Fund’s investment objective is to obtain a high after-tax total return from a combination of capital appreciation and current income. No assurance can be given that the Fund’s investment objective will be achieved.

Investment Strategy.  The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in master limited partnership (“MLP”) investments (the “80% policy”). Entities commonly referred to as “MLPs” are taxed as partnerships for federal income tax purposes and are generally organized under state law as limited partnerships or limited liability companies. If publicly traded, MLPs must derive at least 90% of their gross income from qualifying sources as described in Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of the Fund’s 80% policy, MLP investments are investments that offer economic exposure to public and private MLPs in the form of common or subordinated units issued by MLPs, securities of entities holding primarily general partner or managing member interests in MLPs, debt securities of MLPs, and securities that are derivatives of interests in MLPs, which are I-Shares (described on page 39 of this base prospectus) and other derivative securities that have economic characteristics of MLP securities. The Fund is managed by Swank Energy Income Advisors, LP (the “Investment Adviser”).

The Fund seeks to obtain a high after-tax total return through investments in public and private MLPs that have distribution growth prospects that, in the Investment Adviser’s view, are high relative to comparable MLPs and available unit pricing. The Fund will be treated as a regular corporation, or “C” corporation, for U.S. federal income tax purposes. The Fund intends to focus its investments in MLPs with operations in the development, production, processing, refining, transportation, storage and marketing of natural resources. The Fund believes that, as a result of the tax characterization of cash distributions made by MLPs to their investors (such as the Fund), a significant portion of the Fund’s income will be tax-deferred, which will allow distributions by the Fund to its shareholders to include tax-deferred income; however, there can be no assurance in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available to distribute to shareholders. The Fund expects to make equity investments in a mix of publicly traded securities and non-readily marketable securities that may be issued by public or private companies. The Fund will seek to hedge certain risks such as overall market, interest rate and commodity price risk.

The Fund will generally seek to invest in 20 to 30 issuers with generally no more than 10% of Managed Assets (as defined below) in any one issue and no more than 15% of Managed Assets in any one issuer (for purposes of this limit, an “issuer” includes both an MLP and its controlling general partner or managing member), in each case, determined at the time of investment. Among other things, the Investment Adviser will use fundamental, proprietary research to seek to identify the most attractive MLPs with strong fundamental growth prospects and will seek to invest in initial public offerings (“IPOs”) and secondary market issuances, private investment in public equity (“PIPE”) transactions and private transactions, including pre-acquisition and pre-IPO equity issuances and investments in private companies. Generally, no more than 50% of the Fund’s portfolio will be in PIPE or other private or restricted securities at the time of investment.

As used in this base prospectus (the “Prospectus”), “Managed Assets” means the total assets of the Fund, minus all accrued expenses incurred in the normal course of operations other than liabilities or obligations attributable to investment leverage, including, without limitation, investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of shares of preferred stock or other similar preference securities and/or (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s investment objective and policies.

Our common shares are listed on the New York Stock Exchange under the symbol “SRV.” On May 14, 2010, the last reported sale price of our common shares was $9.15.

The Fund may offer, from time to time, in one or more offerings, common shares of beneficial interest (“common shares”), each having a par value of $0.001 per share. Common shares may be offered at prices and on terms to be set forth in one or more supplements to this Prospectus (each a “Prospectus Supplement”). You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in our common shares.

Common shares may be offered directly to one or more purchasers, through agents designated from time to time by the Fund, or to or through underwriters or dealers. The Prospectus Supplement relating to the offering will identify any agents or underwriters involved in the sale of common shares and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters, or among our underwriters, or the basis upon which such amount may be calculated. We may not sell any of our shares through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular offering of our common shares.

Investment in the Fund’s common shares involves substantial risks arising from the Fund’s policy of investing in the securities of MLPs, its concentration in the natural resources sector and its use of leverage. Before buying any of the Fund’s common shares, you should read the discussion of the material risks of investing in the Fund in “Principal Risks of the Fund” beginning on page 44 of this Prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This Prospectus may not be used to consummate sales of shares by us through agents, underwriters or dealers unless accompanied by a Prospectus Supplement.

Please read this Prospectus carefully before deciding whether to invest and retain it for future reference. This Prospectus contains all information required to be in the Fund’s Statement of Additional Information. This Prospectus sets forth concisely the information about the Fund that a prospective investor ought to know before investing in the Fund. Copies of the Fund’s annual and semi-annual reports may be obtained upon request, without charge, by calling toll-free (800) 662-7232 and also will be made available on the Fund’s website at www.swankfunds.com. You may also call this toll-free telephone number to request other information about the Fund or to make shareholder inquiries. Information on, or accessible through, the Fund’s website is not a part of, and is not incorporated into, this Prospectus. The SEC maintains an internet website (www.sec.gov) that contains other information regarding the Fund.

 

The Fund’s common shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depositary institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

 

Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus. The Fund has not authorized any other person to provide investors with different information. If anyone provides an investor with different or inconsistent information, the investor should not rely on it. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Prospective investors should assume that the information appearing in this Prospectus is accurate only as of the date on the front cover of this Prospectus. The Fund’s business, financial condition, results of operations and prospects may have changed since that date.

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You should rely only on the information contained in this Prospectus and the accompanying Prospectus Supplement. We have not authorized anyone to provide you with additional information, or information different from that contained in this Prospectus and the accompanying Prospectus Supplement. If anyone provides you with different or additional information, you should not rely on it. We are offering to sell, and seeking offers to buy, common shares only in jurisdictions where offers and sales are permitted. The information contained, or incorporated by reference, in this Prospectus and the accompanying Prospectus Supplement is accurate only as of the date of this Prospectus and such Prospectus Supplement. We will update these documents to reflect material changes as required by law. Our business, financial condition, results of operations and prospects may have changed since then.

PROSPECTUS SUMMARY			1
SUMMARY OF FUND EXPENSES			31
FINANCIAL HIGHLIGHTS			33
THE FUND			34
USE OF PROCEEDS			34
INVESTMENT OBJECTIVE AND POLICIES			34
THE FUND’S INVESTMENTS			36
PRINCIPAL RISKS OF THE FUND			44
INVESTMENT RESTRICTIONS			63
MANAGEMENT OF THE FUND			65
PORTFOLIO TRANSACTIONS AND BROKERAGE			72
NET ASSET VALUE			73
DISTRIBUTIONS			74
DIVIDEND REINVESTMENT PLAN			75
DESCRIPTION OF SHARES			77
PRICE RANGE OF COMMON SHARES			79
PLAN OF DISTRIBUTION			80
ANTI-TAKEOVER PROVISIONS IN THE AGREEMENT AND DECLARATION OF TRUST			82
CERTAIN PROVISIONS OF DELAWARE LAW, THE AGREEMENT AND DECLARATION OF TRUST AND BYLAWS			84
CLOSED-END FUND STRUCTURE			85
REPURCHASE OF COMMON SHARES			86
TAX MATTERS			87
OTHER SERVICE PROVIDERS			92
CODE OF ETHICS			92
PROXY VOTING POLICY AND PROXY VOTING RECORD			92
LEGAL MATTERS			93
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			93
ADDITIONAL INFORMATION			93
FINANCIAL STATEMENTS			93

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and any accompanying Prospectus Supplement, including documents incorporated by reference, contain “forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,” and similar terms and the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Many factors that could materially affect the Fund’s actual results are the performance of the portfolio of securities held by the Fund, the conditions in the U.S. and international financial, petroleum and other markets, the price at which the Fund’s Common Shares will trade in the public markets and other factors discussed in the Fund’s periodic filings with the SEC.

Although the Fund believes that the expectations expressed in such forward-looking statements are reasonable, actual results could differ materially from those expressed or implied in such forward-looking statements. The Fund’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the “Principal Risks of the Fund” section of this Prospectus and any accompanying Prospectus Supplement. You are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained or incorporated by reference in this Prospectus or any accompanying Prospectus Supplement are made as of the date of this Prospectus or any accompanying Prospectus Supplement, as the case may be. Except for the Fund’s ongoing obligations under the federal securities laws, the Fund does not intend, and the Fund undertakes no obligation, to update any forward-looking statement. The forward-looking statements contained in this Prospectus and any accompanying Prospectus Supplement are excluded from the safe harbor protection provided by section 27A of the Securities Act of 1933, as amended (the “Securities Act”).

Currently known risk factors that could cause actual results to differ materially from the Fund’s expectations include, but are not limited to, the factors described in the “Principal Risks of the Fund” section of this Prospectus and any accompanying Prospectus Supplement. The Fund urges you to review carefully this section for a more detailed discussion of the risks of an investment in the Fund’s securities.

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PROSPECTUS SUMMARY

This is only a summary. This summary does not contain all of the information that an investor should consider before investing in the Fund’s common shares. You should review the more detailed information contained in this base prospectus (the “Prospectus”). In particular, you should carefully read the risks of investing in the common shares, as discussed under “Principal Risks of the Fund.”

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Natural Gas Gathering			17	%
Natural Gas Transportation			15	%
GP MLPs			15	%
MLP Bonds			8	%
Upstream			11	%
Crude Oil Gathering/Transport			9	%
Products Pipeline/Storage			7	%
Propane			6	%
Coal			5	%
Shipping			5	%

		Market Value (Millions)				% of NAV
Inergy LP		$	8.92				7.4	%
Magellan Midstream Partners LP			7.94				6.6
Markwest Energy Partners LP			7.23				6.0
Enterprise Products Partners LP			6.95				5.8
Targa Resources Partners LP			6.26				5.2
Oneok Partners LP			6.13				5.1
Inergy Holding LLP			5.98				5.0
Energy Transfer Equity LP			5.90				4.9
Plains All American Pipeline LP			5.69				4.7
Williams Partners LP			5.43				4.5

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