HTR / Brookfield Total Return Fund Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

브룩필드 토탈리턴펀드(Brookfield Total Return Fund Inc.)
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CIK 851169
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Brookfield Total Return Fund Inc.
SEC Filings (Chronological Order)
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May 30, 2017 N-8F ORDR

Brookfield Total Return Fund ORDR

UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION INVESTMENT COMPANY ACT OF 1940 Release No. 32649 / May 24, 2017 In the Matter of : : BROOKFIELD TOTAL RETURN FUND INC. : Brookfield Place : 250 Vesey Street, 15th Floor : New York, New York 10281 : : (811-05820) :

May 1, 2017 N-8F NTC

Brookfield Total Return Fund NTC

SECURITIES AND EXCHANGE COMMISSION Release No. IC-32616 Notice of Applications for Deregistration under Section 8(f) of the Investment Company Act of 1940 April 28, 2017 The following is a notice of applications for deregistration under section 8(f) of the Investment Company Act of 1940 for the month of April 2017. A copy of each application may be obtained via the Commission’s website by searchin

April 3, 2017 N-8F NTC

Brookfield Total Return Fund NTC

SECURITIES AND EXCHANGE COMMISSION Release No. IC-32587 Notice of Applications for Deregistration under Section 8(f) of the Investment Company Act of 1940 March 31, 2017 The following is a notice of applications for deregistration under section 8(f) of the Investment Company Act of 1940 for the month of March 2017. A copy of each application may be obtained via the Commission’s website by searchin

March 7, 2017 N-8F

Brookfield Total Return Fund N-8F

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

February 8, 2017 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / SIT INVESTMENT ASSOCIATES INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Brookfield Total Return Fund Inc. (HTR) (Amendment No. 9) - (Name of Issuer) Common Stock - (Title of Class of Securities) 11283U108 - (CUSIP Number) December 31, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

December 6, 2016 EX-99.25

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

November 29, 2016 EX-99.77C VOTES

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.

November 29, 2016 EX-99.77B ACCT LTTR

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.

September 16, 2016 425

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

September 16, 2016 425

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

September 9, 2016 425

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

September 9, 2016 425

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

September 8, 2016 425

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,

September 8, 2016 425

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

September 6, 2016 425

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

September 6, 2016 425

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

September 1, 2016 425

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

September 1, 2016 425

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

August 25, 2016 N-Q

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

August 25, 2016 EX-99.CERT

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

August 25, 2016 EX-99.CERT

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

August 18, 2016 425

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

August 18, 2016 425

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

August 18, 2016 425

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

August 18, 2016 425

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,

August 18, 2016 425

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,

August 18, 2016 425

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

August 18, 2016 425

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

August 12, 2016 425

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

August 12, 2016 425

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

August 10, 2016 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Brookfield Total Return Fund Inc. - (Name of Issuer) Common - (Title of Class of Securities) 11283U108 - (CUSIP Number) July 31, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

August 10, 2016 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

August 5, 2016 425

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,

August 5, 2016 425

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

August 5, 2016 425

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

August 4, 2016 425

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

May 27, 2016 EX-99.77C VOTES

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.

May 10, 2016 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / SIT INVESTMENT ASSOCIATES INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Brookfield Total Return Fund Inc. (HTR) (Amendment No. 9) - (Name of Issuer) Common Stock - (Title of Class of Securities) 11283U108 - (CUSIP Number) May 9, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

February 26, 2016 EX-99.CERT

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.;

February 26, 2016 N-Q

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

February 10, 2016 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / SIT INVESTMENT ASSOCIATES INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Brookfield Total Return Fund Inc. (HTR) (Amendment No. 8) - (Name of Issuer) Common Stock - (Title of Class of Securities) 11283U108 - (CUSIP Number) December 31, 2015 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

January 20, 2016 DEF 14A

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

January 14, 2016 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

January 14, 2016 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Brookfield Total Return Fund Inc. - (Name of Issuer) Common - (Title of Class of Securities) 11283U108 - (CUSIP Number) December 31, 2015 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

November 27, 2015 EX-99.77B ACCT LTTR

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

August 28, 2015 N-Q

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

May 29, 2015 EX-99.77C VOTES

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.

March 17, 2015 CORRESP

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

February 27, 2015 EX-99.CERT

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

February 27, 2015 N-Q

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

February 13, 2015 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Brookfield Total Return Fund Inc. - (Name of Issuer) Common - (Title of Class of Securities) 11283U108 - (CUSIP Number) December 31, 2014 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 13, 2015 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

February 12, 2015 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / SIT INVESTMENT ASSOCIATES INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Brookfield Total Return Fund Inc. (HTR) (Amendment No. 7) - (Name of Issuer) Common Stock - (Title of Class of Securities) 11283U108 - (CUSIP Number) December 31, 2014 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

January 23, 2015 DEF 14A

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

November 28, 2014 EX-99.77B ACCT LTTR

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

October 30, 2014 N-Q

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.

October 30, 2014 EX-99.CERT

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

July 30, 2014 EX-99.77C VOTES

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

April 23, 2014 EX-99.CERT

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

April 23, 2014 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

April 23, 2014 N-Q

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.

April 22, 2014 8-K

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

February 19, 2014 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

February 13, 2014 SC 13G/A

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

January 29, 2014 EX-99.77B ACCT LTTR

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

January 27, 2014 SC 13G/A

HTR.RT / Helios Total Return Fund, Inc. / SIT INVESTMENT ASSOCIATES INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Brookfield Total Return (HTR) - (Name of Issuer) Common Stock - (Title of Class of Securities) 42327V109 - (CUSIP Number) December 31, 2013 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

January 16, 2014 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Brookfield Total Return Fund Inc. - (Name of Issuer) Common - (Title of Class of Securities) 11283U108 - (CUSIP Number) December 31, 2013 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

January 16, 2014 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

December 5, 2013 SC 13G/A

HTR.RT / Helios Total Return Fund, Inc. / SIT INVESTMENT ASSOCIATES INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) Helios Total Return (HTR) - (Name of Issuer) Common Stock - (Title of Class of Securities) 42327V109 - (CUSIP Number) November 30, 2013 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

November 26, 2013 8-K

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)

November 26, 2013 EX-3.1

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

October 2, 2013 EX-99.CERT

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

October 2, 2013 N-Q

Quarterly Schedule of Portfolio Holdings - BROOKFIELD TOTAL RETURN FUND INC

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

July 30, 2013 EX-99.77C VOTES

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

April 26, 2013 N-Q

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.

April 26, 2013 EX-99.CERT

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

April 16, 2013 EX-3.1

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

April 16, 2013 8-K

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

February 14, 2013 SC 13G/A

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

February 14, 2013 SC 13G/A

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.

February 13, 2013 SC 13G/A

HTR.RT / Helios Total Return Fund, Inc. / SIT INVESTMENT ASSOCIATES INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) Helios Total Return (HTR) - (Name of Issuer) Common Stock - (Title of Class of Securities) 42327V109 - (CUSIP Number) December 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

January 29, 2013 EX-99.77M MERGERS

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

January 29, 2013 EX-99.77C VOTES

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.

January 29, 2013 EX-99.77B ACCT LTTR

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

January 25, 2013 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

January 15, 2013 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Helios Total Return Fund Inc. - (Name of Issuer) Common - (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 w

January 15, 2013 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

November 9, 2012 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

November 9, 2012 SC 13G/A

HTR / Brookfield Total Return Fund Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Helios Total Return Fund Inc. - (Name of Issuer) Common - (Title of Class of Securities) 42327V208 - (CUSIP Number) October 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

October 26, 2012 N-Q

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.

October 26, 2012 EX-99.CERT

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

September 27, 2012 CORRESP

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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

September 5, 2012 CORRESP

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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

September 5, 2012 COVER

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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

August 1, 2012 RW

- 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

July 30, 2012 EX-99.77C VOTES

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

July 30, 2012 EX-99.77M MERGERS

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

July 10, 2012 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

July 10, 2012 SC 13G

HTR.RT / Helios Total Return Fund, Inc. / FIRST TRUST PORTFOLIOS LP - SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Helios Total Return Fund Inc. - (Name of Issuer) Common - (Title of Class of Securities) 42327V109 - (CUSIP Number) June 30, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

April 26, 2012 EX-99.12

[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

April 26, 2012 EX-99.CERT

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

April 26, 2012 POS EX

- 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.

April 26, 2012 N-Q

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.

February 29, 2012 DEFA14A

- 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

February 10, 2012 DEFA14A

- 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.

February 3, 2012 SC 13G/A

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.

February 1, 2012 DEF 14A

- 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

January 26, 2012 DEFA14A

- HELIOS TOTAL RETURN FUND

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

January 26, 2012 SC 13G/A

HTR.RT / Helios Total Return Fund, Inc. / SIT INVESTMENT ASSOCIATES INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Helios Total Return (HTR) - (Name of Issuer) Common Stock - (Title of Class of Securities) 42327V109 - (CUSIP Number) December 31, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

January 24, 2012 CORRESP

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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

January 24, 2012 CORRESP

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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

January 19, 2012 EX-99.(17)(B)

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

January 19, 2012 CORRESP

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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

January 19, 2012 EX-99.(14)

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

January 19, 2012 EX-99.(11)(A)

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

January 19, 2012 N-14 8C/A

- HELIOS TOTAL RETURN FUND, INC.

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

January 19, 2012 EX-99.(17)(A)

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

January 19, 2012 COVER

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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-

January 17, 2012 CORRESP

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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

January 17, 2012 CORRESP

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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

January 11, 2012 CORRESP

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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.

January 11, 2012 CORRESP

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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

January 11, 2012 CORRESP

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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

January 11, 2012 CORRESP

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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

January 9, 2012 EX-99.(11)(A)

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

January 9, 2012 EX-99.(14)

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.

January 9, 2012 CORRESP

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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

January 9, 2012 EX-99.(13)(B)

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

January 9, 2012 CORRESP

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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

January 9, 2012 EX-99.(9)

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

January 9, 2012 EX-99.(17)(A)

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

January 9, 2012 N-14 8C/A

- HELIOS TOTAL RETURN FUND

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

January 9, 2012 CORRESP

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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

January 9, 2012 EX-99.(17)(B)

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

January 9, 2012 COVER

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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-

November 22, 2011 EX-99.11(A)

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

November 22, 2011 EX-99.(16)

POWER OF ATTORNEY

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

November 22, 2011 N-14 8C

- 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

November 22, 2011 EX-99.(4)

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

November 22, 2011 EX-99.11(B)

[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.

November 22, 2011 EX-99.(14)

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

November 22, 2011 COVER

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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

November 22, 2011 EX-99.(12)

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

October 21, 2011 N-Q

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.

October 21, 2011 EX-99.CERT

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

July 29, 2011 EX-99.77C VOTES

EX-99.77C VOTES

SUB-ITEM 77C: Proxy Results At the Annual Meeting of Stockholders of each of the Helios Strategic Mortgage Income Fund, Inc.

April 6, 2011 N-Q

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

April 6, 2011 EX-99.CERT

CERTIFICATION

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

March 2, 2011 8-K

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

January 31, 2011 DEF 14A

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.

January 31, 2011 8-K

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

January 28, 2011 SC 13G

OMB APPROVAL

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

January 11, 2011 SC 13G/A

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Helios Total Return (HTR) - - (Name of Issuer) Common Stock - - (Title of Class of Securities) 42327V109 - - (CUSIP Number) December 31, 2010 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

October 18, 2010 EX-99.CERT

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

October 18, 2010 N-Q

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

July 29, 2010 EX-99.77C VOTES

EX-99.77C VOTES

SUB-ITEM 77C: Proxy Results At the Annual Meeting of Stockholders of each of the Helios Strategic Mortgage Income Fund, Inc.

April 5, 2010 EX-99.CERT

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

April 5, 2010 N-Q

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.

March 2, 2010 DEFR14A

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.

February 26, 2010 DEF 14A

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.

January 15, 2010 SC 13G/A

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Helios Total Return (HTR) - - (Name of Issuer) Common Stock - - (Title of Class of Securities) 42327V109 - - (CUSIP Number) December 31, 2009 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

October 14, 2009 EX-99.CERT

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

October 14, 2009 N-Q

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.

April 1, 2009 EX-99.CERT

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

April 1, 2009 N-Q

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

February 5, 2009 SC 13G

SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Helios Total Return (HTR) - - (Name of Issuer) Common Stock - - (Title of Class of Securities) 42327V109 - - (CUSIP Number) December 31, 2008 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

January 29, 2009 DEF 14A

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.

October 27, 2008 N-Q

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.

October 27, 2008 EX-99.CERT

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

April 28, 2008 EX-99.CERT

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

April 28, 2008 N-Q

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.

January 25, 2008 DEF 14A

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.

October 26, 2007 EX-99.CERT

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

October 26, 2007 N-Q

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.

April 24, 2007 N-Q

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.

April 24, 2007 EX-99.CERT

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

March 14, 2007 DEF 14A

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.

October 26, 2006 EX-99.CERT

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

October 26, 2006 N-Q

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.

June 8, 2006 CORRESP

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SULLIVAN & WORCESTER LLP 1666 K STREET, N.W. WASHINGTON, D.C. 20006 TELEPHONE: 202-775-1200 FACSIMILE: 202-293-2275 1290 AVENUE OF THE AMERICAS ONE POST OFFICE SQUARE 29th FLOOR BOSTON, MASSACHUSETTS 02109 NEW YORK, NEW YORK 10104 TELEPHONE: 617-338-2800 TELEPHONE: 212-660-3000 FACSIMILE: 617-338-2880 FACSIMILE: 212-660-3001 June 8, 2006 VIA EDGAR EDGAR Operations Branch Division of Investment Man

April 21, 2006 N-Q

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.

April 21, 2006 EX-99.CERT

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

March 13, 2006 DEF 14A

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

October 28, 2005 EX-99.CERT

EX-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 misleading with respect to

October 28, 2005 N-Q

FORM N-Q

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.

April 29, 2005 EX-99.CERT

EX-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 misleading with respect to

April 29, 2005 N-Q

HYPERION 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 Total Return Fund, Inc.

March 18, 2005 DEF 14A

HYPERION TOTAL RETURN FUND DEF 14A

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 - - THE HYPERION TOTAL RETURN FUND, INC.

February 28, 2005 PRE 14A

HYPERION TOTAL RETURN FUND PRE 14A

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 Filed by the Registrant [X] Filed by a Party Other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 THE HYPERION TOTAL RETURN FUND, INC.

October 29, 2004 EX-99.CERT

EX-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 misleading with respect to

October 29, 2004 N-Q

HYPERION 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 Total Return Fund, Inc.

July 30, 2004 EX-99.77C VOTES

EX-99.77C VOTES

PROXY RESULTS (Unaudited) During the six months ended May 31, 2004, The Hyperion Total Return Fund, Inc.

January 29, 2004 DEF 14A

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

February 12, 2003 DEF 14A

DEFINITIVE PROXY STATEMENT

DEF 14A 1 b322679def14a.txt 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

January 30, 2003 NT-NSAR/A

NT-NSAR/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number [] NOTIFICATION OF LATE FILING (Check One): || Form 10-K || Form 11-K || Form 20-F || Form 10-Q [x] Form N-SAR For Period Ended: [11/30/02] || Transition Report on Form 10-K || Transition Report on Form 10-Q || Transition Report on Form 20-F || Transition Report on Form N-SAR || Transition Report on Form 1

January 29, 2003 PRE 14A

PRELIMINARY PROXY

PRE 14A 1 b322679pre14a.txt PRELIMINARY 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 [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commissio

March 1, 2002 DEF 14A

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 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 - - THE HYPERION TOTAL RETURN FUND, INC.

February 15, 2002 PRE 14A

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: [X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 - - THE HYPERION TOTAL RETURN FUND, INC.

July 27, 2001 NSAR-A

N-SAR (6.1)

PAGE 1 000 A000000 05/31/2001 000 C000000 0000851169 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.

July 18, 2001 SC 13G

06/30/01 13G

SC 13G 1 hyptotal.txt 06/30/01 13G 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. 2)* Hyperion Total Return (Name of Issuer) Common Stock, Par Value $0.00 per share (Title of Class of Securities) 449145101 (CUSIP Number) (

February 14, 2001 SC 13G/A

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

January 30, 2001 DEF 14A

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 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 - - THE HYPERION TOTAL RETURN FUND, INC.

July 27, 2000 EX-27

EX-27

6 This schedule contains summary financial information extracted from form N-SAR for the period ended May 31, 2000 and is qualified in its entirety by reference to such financial statements.

July 27, 2000 NSAR-A

N-SAR (6.1)

PAGE 1 000 A000000 05/31/2000 000 C000000 0000851169 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.

July 20, 2000 SC 13G

SC 13G

THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901 9(d) OF REGULATION S-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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