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HTR > SEC Filings for HTR > Form 8-K on 16-Apr-2013All Recent SEC Filings

Show all filings for BROOKFIELD TOTAL RETURN FUND INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BROOKFIELD TOTAL RETURN FUND INC


16-Apr-2013

Change in Directors or Principal Officers, Amendments to Article


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


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