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 |
811-05820 (Commission File Number) |
13-3529369 (IRS Employer Identification No.) | ||||
| Brookfield Place 250 Vesey Street New York, New York (Address of principal executive offices) |
10281-1023 (Zip Code) | |||||
| (800) 282-0429 (Registrant’s telephone number, including area code) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(b)
Diana H. Hamilton resigned from the Board of Directors of Brookfield Total Return Fund Inc., effective as of April 11, 2013.
Item 5.02(d)
On April 15, 2013, Heather Goldman was elected by the Board of Directors of Brookfield Total Return Fund Inc. (the “Fund”) as a Class I Director. Ms. Goldman shall serve until the 2014 annual meeting of stockholders and until her successor shall be elected and qualified or until her earlier resignation or removal. Ms. Goldman is not a party to any arrangement or understanding pursuant to which she was selected as a Director. Ms. Goldman is a former employee of the Adviser of the Fund and will serve as an interested Director for two years, after which time she will be considered an independent Director.
On April 15, 2013, Edward A. Kuczmarski was nominated by the Board of Directors for election at the 2014 annual meeting of shareholders as a Class II Director of the Fund. Mr. Kuczmarksi was nominated to serve on the Fund’s Audit Committee and Nominating and Compensation Committee, to be effective upon his election as a Director by the Fund’s shareholders. Mr. Kuczmarski is not a party to any arrangement or understanding pursuant to which he was selected as a Director, nor is Mr. Kuczmarski a party to any transaction, or series of transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On April 15, 2013, Kim G. Redding was nominated by the Board of Directors for election at the 2014 annual meeting of shareholders as a Class III Director of the Fund. Mr. Redding is not a party to any arrangement or understanding pursuant to which he was selected as a Director. Mr. Redding is the President of the Fund and is Chief Executive Officer of the Adviser of the Fund and will serve as an interested Director.
Section 5 — Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 15, 2013, the Board of Directors of the Fund approved Articles Supplementary for the Fund to be subject to Section 3-804(b) and (c) of the Maryland General Corporation Law, which provides the Board with the sole power to fill vacancies, subject to election by stockholders if required by the Investment Company Act of 1940. In addition, this election provides that a director elected to fill a vacancy serves for the full term of the directorship in which the vacancy occurred and until his or her successor is duly elected and qualifies.
Item 8.01 Other Events.
The Board of Directors approved a change in the Fund Governance Policies and Procedures to require that disinterested directors constitute a majority of the Board. Previously, this policy required that disinterested directors constitute 75% of the Board.
Item 9.01 Financial Statements and Exhibits.
9.01(d). Exhibits.
| 3.1 | Articles Supplementary |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BROOKFIELD TOTAL RETURN FUND INC. | ||
| By: | /s/ Steven M. Pires | |
| Steven M. Pires | ||
| Treasurer | ||
Date: April 16, 2013
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 Board of Directors of the Corporation (the “Board”), the Corporation elects, notwithstanding any provision in its charter or Bylaws to the contrary, to be subject to Section 3-804(b) and (c) of the MGCL. The repeal of the Corporation’s election to be subject to Section 3-804(b) and (c) of the MGCL may be effected only as authorized by Section 3-802(b)(3) of the MGCL.
SECOND: The Corporation’s election to be subject to Section 3-804(b) and (c) of the MGCL has been approved by the Board in the manner and by the vote required by law.
THIRD: The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested by its Secretary this 15th day of April, 2013.
| ATTEST: | BROOKFIELD TOTAL RETURN FUND INC. | |||||
| /s/ Jonathan C. Tyras |
/s/ Kim G. Redding |
(SEAL) | ||||
| Name: Jonathan C. Tyras | Name: Kim G. Redding | |||||
| Secretary | President | |||||
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