HTR / Brookfield Total Return Fund Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Brookfield Total Return Fund N-8F

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0157 Washington, D.

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 19, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Brookfield Total Return Fund Inc.

EX-99.77C VOTES

At a Special Meeting of Stockholders of the Fund held on September 9, 2016, stockholders of the Fund voted on an Agreement and Plan of Reorganization of the Fund into Brookfield Real Assets Income Fund Inc.

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Friday, September 16, 2016 Brookfield Investment Management Inc. Announces Informatio

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Friday, September 16, 2016 Brookfield Investment Management Inc. Announces Information Conc

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Friday, September 9, 2016 Brookfield Investment Management Inc. Announces Approval of

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Friday, September 9, 2016 Brookfield Investment Management Inc. Announces Approval of Reorg

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey Street,

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey S

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Brookfield Total Return

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Brookfield Total

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Thursday, September 1, 2016 Brookfield Investment Management Inc. Announces Approval

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Thursday, September 1, 2016 Brookfield Investment Management Inc. Announces Approval of App

Brookfield Total Return Fund QUARTERLY REPORT OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

N-Q 1 brookfield-trnq.htm QUARTERLY REPORT OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Brookfield Total Return Fund Inc. (Exact name of registrant as specified in charter) Brookfield Place, 250 Vesey Street, 15t

Brookfield Total Return Fund QUARTERLY REPORT OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

N-Q 1 brookfield-trnq.htm QUARTERLY REPORT OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Brookfield Total Return Fund Inc. (Exact name of registrant as specified in charter) Brookfield Place, 250 Vesey Street, 15t

I, Brian F. Hurley, certify that:

CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Total Return Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

I, Brian F. Hurley, certify that:

CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Total Return Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 Address 4 Dear Shareholder: We have tri

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 Address 4 Dear Shareholder: We have tri

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 Address 4 Dear Shareholder: We have tried uns

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 Address 4 Dear Shareholder: We have tried uns

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey Street,

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey Street,

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey St

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey St

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Thursday, August 11, 2016 Brookfield Investment Management Inc. Announces Adjournment

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Thursday, August 11, 2016 Brookfield Investment Management Inc. Announces Adjournment of Jo

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey Street,

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey Str

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Total Return Fund Inc. (File No. 811-05820) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Brookfield Total Return

Brookfield Total Return Fund 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Brookfield Total Re

EX-99.77C VOTES

At the Annual Meeting of Stockholders of the Fund held on February 24, 2016, the stockholders voted on a proposal to elect a Director Nominee or Class II Director to the Board of Directors of the Fund.

Brookfield Total Return Fund QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Brookfield Total Return Fund Inc. (Exact name of registrant as specified in charter) Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 (Address of principal executive

I, Brian F. Hurley, certify that:

certs.htm CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Total Return Fund Inc.;

Brookfield Total Return Fund DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR 2 htritem77b.htm EX-99.77B ACCT LTTR REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Brookfield Total Return Fund Inc. In planning and performing our audit of the financial statements of the Brookfield Total Return Fund Inc. (the "Fund") as of September 30, 2015 and for the year then ended, in accordance with the standards o

Brookfield Total Return Fund QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Brookfield Total Return Fund Inc. (Exact name of registrant as specified in charter) Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 (Address of principal executive

EX-99.77C VOTES

At the Annual Meeting of Stockholders of the Fund held on February 25, 2015, the stockholders voted on a proposal to elect a Director Nominee or Class I Director to the Board of Directors of the Fund.

Brookfield Total Return Fund ESP

1(212) 318-6275 [email protected] March 17, 2015 75302.00001 VIA EDGAR Mr. Kenneth Ellington Staff Accountant U.S. Securities and Exchange Commission Division of Investment Management, Disclosure Review Office 100 F. Street, N.E. Washington, DC 20549 Re: Brookfield Mortgage Opportunity Income Fund Inc. (File No. 811-22773) Brookfield Total Return Fund Inc. (File No. 811-05820) Dear

Brookfield Total Return Fund Inc - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Brookfield Total Return Fund Inc. (Exact name of registrant as specified in charter) Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 (Address of principal executive

I, Brian F. Hurley, certify that:

CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Total Return Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

HTR / Brookfield Total Return Fund Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR 2 item77bhtrinternalcontrol93.htm EX-99.77B ACCT LTTR REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Brookfield Total Return Fund Inc. In planning and performing our audit of the financial statements of the Brookfield Total Return Fund Inc. (the "Fund") as of September 30, 2014 and for the ten month period then ended, in ac

I, Brian F. Hurley, certify that:

CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Total Return Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Brookfield Total Return Fund Inc - QUARTERLY NOTIOCE OF PORTFOLIO HOLDINGS

As filed with the Securities and Exchange Commission on October 30, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EX-99.77C VOTES

BROOKFIELD TOTAL RETURN FUND INC. Proxy Results (Unaudited) May 31, 2014 - At the Annual Meeting of Stockholders of the Fund held on May 20, 2014, the stockholders voted on a proposal to elect a Director Nominee, Class II Director or Class III Director to the Board of Directors of the Fund. A description of the proposal and the shares voted in favor, shared voted against and shares abstaining with

Quarterly Schedule of Portfolio Holdings - QUATERLY NOTICE OF PORTFOLIO HOLDINGS

As filed with the Securities and Exchange Commission on April 23, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

I, Brian F. Hurley, certify that:

EX-99.CERT 2 certs.htm OFFICER CERTIFICATIONS CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Total Return Fund Inc. (formerly Helios Total Return Fund, Inc.); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2014 BROOKFIELD TOTAL RETURN FUND INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 811-05820 (Commission F

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

HTR / Brookfield Total Return Fund Inc. / GUGGENHEIM CAPITAL LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Brookfield Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42327V208 (CUSIP Number) December 31, 2013** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR 2 replttr.htm EX-99.77B ACCT LTTR REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Brookfield Total Return Fund Inc. In planning and performing our audit of the financial statements of the Brookfield Total Return Fund Inc. (formerly Helios Total Return Fund, Inc.) (the "Fund") as of and for the year ended November 30, 2013, i

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2013 BROOKFIELD TOTAL RETURN FUND INC. (Exact name of registrant as specified in its charter) Maryland 811-05820 13-3529369 (State or other jurisdiction of incorporation)

BROOKFIELD TOTAL RETURN FUND INC. AMENDED AND RESTATED BYLAWS ARTICLE I

EX-3.1 2 a13-249571ex3d1.htm EX-3.1 Exhibit 3.1 BROOKFIELD TOTAL RETURN FUND INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executiv

CERTIFICATION

EX-99.CERT 2 d605573dex99cert.htm CERTIFICATIONS CERTIFICATION I, Kim G. Redding, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Total Return Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

Quarterly Schedule of Portfolio Holdings - BROOKFIELD TOTAL RETURN FUND INC

BROOKFIELD TOTAL RETURN FUND INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Shares Voted

EX-99.77C VOTES 2 votes.htm PROXY VOTES BROOKFIELD TOTAL RETURN FUND INC. Proxy Results (Unaudited) May 31, 2013 At the Annual Meeting of Stockholders of the Fund held on February 26, 2013, the stockholders voted on a proposal to elect a Director Nominee or Class II Director to the Board of Directors of the Fund. A description of the proposal and the shares voted in favor, shared voted against and

I, Kim G. Redding, certify that:

EX-99.CERT 2 certs.htm OFFICER CERTIFICATIONS CERTIFICATION I, Kim G. Redding, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Total Return Fund Inc. (formerly Helios Total Return Fund, Inc.); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the c

Quarterly Schedule of Portfolio Holdings - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

As filed with the Securities and Exchange Commission on April 26, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2013 BROOKFIELD TOTAL RETURN FUND INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 811-05820 (Commission F

BROOKFIELD TOTAL RETURN FUND INC. ARTICLES SUPPLEMENTARY

Exhibit 3.1 BROOKFIELD TOTAL RETURN FUND INC. ARTICLES SUPPLEMENTARY Brookfield Total Return Fund Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: Under a power contained in Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), and in accordance with resolutions duly adopted by the B

HTR.RT / Helios Total Return Fund, Inc. / GUGGENHEIM FUNDS DISTRIBUTORS, INC. - HTR Passive Investment

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.

HTR / Brookfield Total Return Fund Inc. / GUGGENHEIM CAPITAL LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Helios Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42327V208 (CUSIP Number) December 31, 2012** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Distributions in excess of net investment

EX-99.77M MERGERS 4 mergers.htm MERGER SUB-ITEM 77M: Mergers As of the close of business March 30, 2012, pursuant to an Agreement and Plan of Reorganization previously approved by the Boards of Directors of the Fund and HSM, all of the assets, subject to the liabilities, of HSM were transferred to the Fund in exchange for corresponding shares of the Fund of equal value. The purpose of the transact

Shares Voted

SUB-ITEM 77C: Matters submitted to a vote of security holders At the Annual Meeting of Stockholders of the Fund held on February 27, 2012, the stockholders voted on a proposal to elect a Director Nominee or Class III Director to the Board of Directors of the Fund.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.77B ACCT LTTR 2 acct.htm INTERNAL CONTROL LETTER REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Helios Total Return Fund, Inc. In planning and performing our audit of the financial statements of the Helios Total Return Fund, Inc. (the "Fund") as of and for the year ended November 30, 2012, in accordance with the standards of the Public C

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

I, Kim G. Redding, certify that:

EX-99.CERT 2 certs.htm OFFICER CERTIFICATIONS CERTIFICATION I, Kim G. Redding, certify that: 1. I have reviewed this report on Form N-Q of Helios Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were

Quarterly Schedule of Portfolio Holdings - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

As filed with the Securities and Exchange Commission on October 26, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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Helios Total Return Fund, Inc. 1(212) 318-6275 [email protected] September 27, 2012 75302.00001 VIA EDGAR Ms. Kathy Churko United States Securities and Exchange Commission Division of Investment Management 100 “F” Street, N.E. Washington, D.C. 20549 Re: Helios Total Return Fund, Inc. File Nos.: 811-05820 Dear Ms. Churko: This letter responds to your telephonic comments communicated

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Helios Total Return Fund, Inc. 1(212) 318-6275 [email protected] September 5, 2012 75302.00008 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-183026 and 811-05820 Dear Mr. Thompson: This letter responds to your written commen

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SEC Transmittal letter [Letterhead of Helios Total Return Fund, Inc.] September 5, 2012 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-183026 and 811-05820 Dear Mr. Thompson: In connection with your review of the Registration Statement on F

- HELIOS TOTAL RETURN FUND, INC.

Helios Total Return Fund, Inc. VIA EDGAR August 1, 2012 Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Re: Application for Withdrawal of Registration Statement on Form N-2 for Helios Total Return Fund Inc. File Nos. 333-145748 and 811-05820 Ladies and Gentlemen: Helios Total Return Fund, Inc., formerly The Hyperion Brookfield Total Return Fund, Inc. (the “Fund”), a clo

Accumulated net investment

EX-99.77M MERGERS 3 mergers.htm MERGERS SUB-ITEM 77M: Mergers On November 17, 2011, the Board of Directors of Helios Strategic Mortgage Income Fund Inc. (“HSM”) approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and liabilities of HSM into the Helios Total Return Fund, Inc. (the “Fund”). On March 16, 2012, the stockholders of HSM approved

Shares Voted

EX-99.77C VOTES 2 votes.htm MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS SUB-ITEM 77C: Matters submitted to a vote of security holders At the Annual Meeting of Stockholders of the Fund held on February 27, 2012, the stockholders voted on a proposal to elect a Director Nominee or Class III Director to the Board of Directors of the Fund. A description of the proposal and the shares voted in favor

[LETTERHEAD OF PAUL HASTINGS LLP]

EX-99.12 2 d341467dex9912.htm OPINION OF PAUL HASTINGS LLP REGARDING TAX MATTERS [LETTERHEAD OF PAUL HASTINGS LLP] April 2, 2012 75302.00007 Helios Total Return Fund, Inc. Three World Financial Center 200 Vesey Street New York, New York 10128-1010 Helios Strategic Mortgage Income Fund, Inc. Three World Financial Center 200 Vesey Street New York, New York 10128-1010 Re: Reorganization of the Helios

I, Kim G. Redding, certify that:

EX-99.CERT 2 certs.htm OFFICER CERTIFICATIONS CERTIFICATION I, Kim G. Redding, certify that: 1. I have reviewed this report on Form N-Q of Helios Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were

- HELIOS TOTAL RETURN FUND, INC.

POS EX 1 d341467dposex.htm HELIOS TOTAL RETURN FUND, INC. As filed with the Securities and Exchange Commission on April 26, 2012 Securities Act File No. 333-178129 Investment Company Act File No. 811-05820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No.

Quarterly Schedule of Portfolio Holdings - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

As filed with the Securities and Exchange Commission on April 26, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- HELIOS TOTAL RETURN FUND, INC.

Helios Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Prel

- HELIOS HTR/HSM REMINDER LETTER

Helios HTR/HSM Reminder Letter Helios Funds Recently we sent you proxy material regarding the Special Meeting of Shareholders that is scheduled for February 27, 2012.

HTR.RT / Helios Total Return Fund, Inc. / GUGGENHEIM FUNDS DISTRIBUTORS, INC. - HTR Passive Investment

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.

- HTR DEFINITIVE PROXY STATEMENT

DEF 14A 1 d295243ddef14a.htm HTR DEFINITIVE PROXY STATEMENT Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Com

- HELIOS TOTAL RETURN FUND

Helios Total Return Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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SEC Response Letter [Letterhead of Helios Total Return Fund, Inc.] January 24, 2012 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Thompson: In connection with your review of the Pre-effective Amendment No. 2 t

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Helios Total Return Fund 1(212) 318-6275 [email protected] January 24, 2012 75302.00007 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Thompson: This letter responds to your telephonic comment on

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Helios Total Return Fund, Inc. [Letterhead of Helios Total Return Fund, Inc.] January 19, 2012 Brion R. Thompson U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. (the “Fund”) Registration Statement on Form N-14 (the “Registration Statement”) File Nos. 333-178129 and 811-05820 Dear Mr. Thompson: On N

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.(14) 3 d257356dex9914.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Financial Highlights” and “Financial Statements” in the Proxy Statement/Prospectus and “Information Incorporated by Reference” in the Statement of Additional Information and to the

FORM OF PROXY THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HELIOS STRATEGIC MORTGAGE INCOME FUND, INC.

EX-99.(17)(A) 4 d257356dex9917a.htm FORM OF PROXY FOR HSM Exhibit (17)(a) FORM OF PROXY THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HELIOS STRATEGIC MORTGAGE INCOME FUND, INC. The undersigned Shareholders of Helios Strategic Mortgage Income Fund, Inc., a Maryland corporation (the “Fund”) hereby appoints SETH A. GELMAN and STEVEN M. PIRES, or either of them, as proxies for the under

FORM OF PROXY THIS PROXY SOLICITED ON BEHALF OF THE DIRECTORS OF HELIOS TOTAL RETURN FUND, INC.

EX-99.(17)(B) 5 d257356dex9917b.htm FORM OF PROXY FOR HTR Exhibit (17)(b) FORM OF PROXY THIS PROXY SOLICITED ON BEHALF OF THE DIRECTORS OF HELIOS TOTAL RETURN FUND, INC. The undersigned Shareholders of Helios Total Return Fund, Inc., a Maryland corporation (the “Fund”) hereby appoints SETH A. GELMAN and STEVEN M. PIRES, or either of them, as proxies for the undersigned, with full power of substitu

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SEC Transmittal Letter 1(212) 318-6275 [email protected] January 19, 2012 75302.00007 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. (the “Fund”) Pre-effective Amendment No. 1 to the Registration Statement on Form N-14 Ladies and Gentlemen On behalf of the Fund, transmitted herewith is a copy of the Fund’s Pre-

CONSENT OF COUNSEL

EX-99.(11)(A) 2 d257356dex9911a.htm CONSENT OF PAUL HASTINGS LLP Exhibit 11(a) CONSENT OF COUNSEL We consent to the reference to our Firm under the heading “Other Service Providers” in the Pre-effective Amendment No. 1 to the Registration Statement on Form N-14 of the Helios Total Return Fund, Inc. as filed with the Securities and Exchange Commission on or about January 19, 2012. /s/ Paul Hastings

- HELIOS TOTAL RETURN FUND, INC.

As filed with the Securities and Exchange Commission on January 19, 2012 Securities Act File No.

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Helios Total Return Fund, Inc. [Letterhead of Helios Total Return Fund, Inc.] January 17, 2012 VIA EDGAR Michael J. Shaffer, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Shaffer: In connection with your review of the Pre-effective Amendm

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SEC Response Letter 1(212) 318-6295 [email protected] January 17, 2012 75302.00007 VIA EDGAR Michael J. Shaffer, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Shaffer: This letter responds to our telephonic conversation on

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CORRESP 1 filename1.htm [Letterhead of Helios Total Return Fund, Inc.] January 11, 2012 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Thompson: In connection with your review of the Pre-effective Amendment No.

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Helios Total Return Fund, Inc. [Letterhead of Helios Total Return Fund, Inc.] January 9, 2012 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Thompson: In connection with your review of the Registration Statemen

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1(212) 318-6275 [email protected] January 11, 2012 75302.00007 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Thompson: This letter responds to the comment communicated to the undersigned telepho

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1(212) 318-6275 [email protected] January 9, 2012 75302.00007 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Thompson: This letter responds to your comments communicated to the undersigned teleph

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COVER 13 filename13.htm 1(212) 318-6275 [email protected] January 9, 2012 75302.00007 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. (the “Fund”) Pre-effective Amendment No. 1 to the Registration Statement on Form N-14 Ladies and Gentlemen On behalf of the Fund, transmitted herewith is a copy of the Fund’s Pre-

CONSENT OF COUNSEL

EX-99.(11)(A) 3 d257356dex9911a.htm CONSENT OF PAUL HASTINGS LLP Exhibit 11(a) CONSENT OF COUNSEL We consent to the reference to our Firm under the heading “Other Service Providers” in the Pre-effective Amendment No. 1 to the Registration Statement on Form N-14 of the Helios Total Return Fund, Inc. as filed with the Securities and Exchange Commission on or about January 9, 2012. /s/ Paul Hastings

FORM OF PROXY THIS PROXY SOLICITED ON BEHALF OF THE DIRECTORS OF HELIOS TOTAL RETURN FUND, INC.

EX-99.(17)(B) 7 d257356dex9917b.htm FORM OF PROXY FOR HTR Exhibit (17)(b) FORM OF PROXY THIS PROXY SOLICITED ON BEHALF OF THE DIRECTORS OF HELIOS TOTAL RETURN FUND, INC. The undersigned Shareholders of Helios Total Return Fund, Inc., a Maryland corporation (the “Fund”) hereby appoints SETH A. GELMAN and STEVEN M. PIRES, or either of them, as proxies for the undersigned, with full power of substitu

- HELIOS TOTAL RETURN FUND

Helios Total Return Fund As filed with the Securities and Exchange Commission on January 9, 2012 Securities Act File No.

FORM OF PROXY THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HELIOS STRATEGIC MORTGAGE INCOME FUND, INC.

EX-99.(17)(A) 6 d257356dex9917a.htm FORM OF PROXY FOR HSM Exhibit (17)(a) FORM OF PROXY THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HELIOS STRATEGIC MORTGAGE INCOME FUND, INC. The undersigned Shareholders of Helios Strategic Mortgage Income Fund, Inc., a Maryland corporation (the “Fund”) hereby appoints SETH A. GELMAN and STEVEN M. PIRES, or either of them, as proxies for the under

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1(212) 318-6275 [email protected] January 9, 2012 75302.00007 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Thompson: This letter responds to your comments communicated to the undersigned teleph

HELIOS TOTAL RETURN FUND, INC. FUND SUB-ADMINISTRATION SERVICING AGREEMENT

EX-99.(13)(B) 4 d257356dex9913b.htm SUB-ADMINISTRATION AGREEMENT Exhibit 13(b) HELIOS TOTAL RETURN FUND, INC. FUND SUB-ADMINISTRATION SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of December, 2011, by and between BROOKFIELD INVESTMENT MANAGEMENT INC., (“BIM”) with respect to Helios Total Return Fund, Inc. (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsi

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of Independent Registered Public Accounting Firm Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Financial Highlights” and “Financial Statements” in the Proxy Statement/Prospectus and “Information Incorporated by Reference” in the Statement of Additional Information and to the incorporation by reference to our report dated January 28, 2011, with respect to the financial statements and financial highlights of Helios Total Return Fund, Inc.

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Helios Total Return Fund, Inc. [Letterhead of Helios Total Return Fund, Inc.] January 9, 2012 Brion R. Thompson U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. (the “Fund”) Registration Statement on Form N-14 (the “Registration Statement”) File Nos. 333-178129 and 811-05820 Dear Mr. Thompson: On No

CUSTODY AGREEMENT

EX-99.(9) 2 d257356dex999.htm CUSTODIAN CONTRACT Exhibit 9 CUSTODY AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of December, 2011, by and between HELIOS TOTAL RETURN FUND, INC., a Maryland corporation, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place

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CORRESP 15 filename15.htm [Letterhead of Helios Total Return Fund, Inc.] January 9, 2012 VIA EDGAR Brion R. Thompson, Esq. United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. File Nos.: 333-178129 and 811-05820 Dear Mr. Thompson: In connection with your review of the Registration Statement on

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

EX-99.(4) 2 d257356dex994.htm FORM OF AGREEMENT AND PLAN OF REORGANIZATION Exhibit (4) FORM OF AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (“Agreement”) is made as of [ ], 201[ ], by and between Helios Strategic Mortgage Income Fund, Inc., a Maryland corporation (“Acquired Fund”), and Helios Total Return Fund, Inc., a Maryland corporation (the “Acquiring Fund” an

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.(14) 6 d257356dex9914.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Financial Highlights” and “Financial Statements” in the Proxy Statement/Prospectus and “Information Incorporated by Reference” in the Statement of Additional Information and to the

[LETTERHEAD OF VENABLE LLP] November 22, 2011

Opinion of Venable LLP Exhibit 11(b) [LETTERHEAD OF VENABLE LLP] November 22, 2011 Helios Total Return Fund, Inc.

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COVER 12 filename12.htm November 22, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Helios Total Return Fund, Inc. (the “Fund”) (333-64994) Ladies and Gentlemen: Transmitted herewith for filing is a Registration Statement on Form N-14 for the above referenced Fund. This Registration Statement is being filed in connection with the proposed reorganization of the

Helios Total Return Fund, Inc.

EX-99.(12) 5 d257356dex9912.htm FORM OF OPINION OF PAUL HASTINGS LLP REGARDING TAX MATTERS Exhibit (12) , 2011 75302.00007 Helios Total Return Fund, Inc. Three World Financial Center 200 Vesey Street New York, New York 10128-1010 Helios Strategic Mortgage Income Fund, Inc. Three World Financial Center 200 Vesey Street New York, New York 10128-1010 Re: Reorganization of the Helios Strategic Mortgag

CONSENT OF COUNSEL

Consent of Paul Hastings LLP Exhibit 11(a) CONSENT OF COUNSEL We consent to the reference to our Firm under the heading “Other Service Providers” in the Registration Statement on Form N-14 of the Helios Total Return Fund, Inc. as filed with the Securities and Exchange Commission on or about November 22, 2011. /s/ Paul Hastings LLP PAUL HASTINGS LLP New York, New York November 22, 2011

POWER OF ATTORNEY

Powers of Attorney Exhibit (16) POWER OF ATTORNEY Each of the undersigned directors of Helios Total Return Fund, Inc.

- HELIOS TOTAL RETURN FUND, INC.

N-14 8C 1 d257356dn148c.htm HELIOS TOTAL RETURN FUND, INC. As filed with the Securities and Exchange Commission on November 22, 2011 Securities Act File No. 333- Investment Company Act File No. 811-05820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. (C

CERTIFICATION

EX-99.CERT 2 d245436dex99cert.htm CERTIFICATION EXHIBIT 99.CERT CERTIFICATION I, Steven M. Pires, certify that: 1. I have reviewed this report on Form N-Q of HELIOS TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc.

CERTIFICATION

Certifications for Principal Executive Officer & Principal Financial Officer EXHIBIT 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact nam

Helios Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact name of registrant as specified in charter) Three World Financial Center, 200 Vesey Street, 10th Floor, New York, NY 10281

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2011 HELIOS TOTAL RETURN FUND, INC. (Exact name of registrant as specified in its charter) Maryland 41-2041528 (State or other jurisdiction of incorporation) (Commission

Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 HELIOS TOTAL RETURN FUND, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2011 HELIOS TOTAL RETURN FUND, INC. (Exact name of registrant as specified in its charter) Maryland 41-2041528 (State or other jurisdiction of incorporation) (Commission F

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.

CERTIFICATION

EX-99.CERT 2 dex99cert.htm CERTIFICATIONS FOR PRINCIPAL EXECUTIVE OFFICER & PRINCIPAL FINANCIAL OFFICER EXHIBIT 99.CERT CERTIFICATION I, Steven M. Pires, certify that: 1. I have reviewed this report on Form N-Q of HELIOS TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact nam

Helios Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact name of registrant as specified in charter) Three World Financial Center, 200 Vesey Street, 10th Floor, New York, NY 10281

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc.

CERTIFICATION

EX-99.CERT 2 dex99cert.htm CERTIFICATIONS FOR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICE EXHIBIT 99.CERT CERTIFICATION I, Kim G. Redding, certify that: 1. I have reviewed this report on Form N-Q of HELIOS TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stat

Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 (Amendment No.

Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 HELIOS TOTAL RETURN FUND, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact nam

Helios Total Return Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc.

CERTIFICATION

Certifications of PEO & PFO EXHIBIT 99.CERT CERTIFICATION I, John J. Feeney, Jr., certify that: 1. I have reviewed this report on Form N-Q of HELIOS TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact nam

N-Q 1 dnq.htm HELIOS TOTAL RETURN FUND, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 Helios Total Return Fund, Inc. (Exact name of registrant as specified in charter) Three World Financial Center, 200 Vesey Street, 10th Floor, New

CERTIFICATION

Certification EXHIBIT 99.CERT CERTIFICATION I, Clifford E. Lai, certify that: 1. I have reviewed this report on Form N-Q of HELIOS TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl

Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 HELIOS TOTAL RETURN FUND, INC.

As filed with the Securities and Exchange Commission on [ ], 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company A

Table of Contents As filed with the Securities and Exchange Commission on [ ], 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act File number 811-05820 THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.

CERTIFICATION

exv99wcert EXHIBIT 99.CERT CERTIFICATION I, Thomas F. Doodian, certify that: 1. I have reviewed this report on Form N-Q of THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer

EXHIBIT 99.CERT

exv99wcert EXHIBIT 99.CERT CERTIFICATION I, Thomas F. Doodian, certify that: 1. I have reviewed this report on Form N-Q of THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Brookfield Total Return Fund

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Brookfield Total Return Fund, Inc.

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 THE HYPERION TOTAL RETURN FUND, INC.

CERTIFICATION

exv99wcert EXHIBIT 99.CERT CERTIFICATION I, Thomas F. Doodian, certify that: 1. I have reviewed this report on Form N-Q of THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Brookfield Total Return Fund

nvq UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Brookfield Total Return Fund, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Total Return Fund, Inc. (Exa

nvq UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Total Return Fund, Inc.

EXHIBIT 99.CERT

exv99wcert EXHIBIT 99.CERT CERTIFICATION I, Thomas F. Doodian, certify that: 1. I have reviewed this report on Form N-Q of THE HYPERION TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 THE HYPERION TOTAL RETURN FUND, INC.

CERTIFICATION

exv99wcert EXHIBIT 99. CERT CERTIFICATION I, Thomas F. Doodian, certify that: 1. I have reviewed this report on Form N-Q of THE HYPERION TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, no

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Total Return Fund, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Total Return Fund, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Total Return Fund, Inc. (Exa

nvq UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 The Hyperion Total Return Fund, Inc.

Date: April 19, 2006 /s/ Thomas F. Doodian Thomas F. Doodian Treasurer and Principal Financial Officer

exv99wcert EXHIBIT 99.CERT CERTIFICATION I, Thomas F. Doodian, certify that: 1. I have reviewed this report on Form N-Q of THE HYPERION TOTAL RETURN FUND, INC.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

DEF 14A 1 w18417def14a.htm HYPERION TOTAL RETURN FUND NOTICE AND PROXY SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

DEF 14A 1 w93551def14a.htm HYPERION TOTAL RETURN FUND SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the C

HYPERION TOTAL RETURN & INCOME FUND INC

SC 13G/A 1 hyptotal.txt HYPERION TOTAL RETURN & INCOME FUND INC THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901 9(d) OF REGULATION S-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hyperion Total Return (Name of Issuer) Common Stock, Par Value $0.00 per share (Title of Class of Securitie