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 pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

**This schedule 13G annual amendment is being filed pursuant to Rule 13d-2(b). It amends and supplements the Schedule 13G filed by Guggenheim Funds Distributors, LLC on December 31, 2011.

 

 

 
 

CUSIP No.  42327V208
  SCHEDULE 13G /A
Page 2 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Capital, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
715,810
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
715,810
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
715,810
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.93%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 
 
 

CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 3 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
715,810
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
715,810
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
715,810
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.93%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 
 
 

CUSIP No.  42327V208
  SCHEDULE 13G /A
Page 4 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GI Holdco II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
715,810
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
715,810
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
715,810
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.93%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 
 
 

CUSIP No.  42327V208
  SCHEDULE 13G /A
Page 5 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GI Holdco, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
715,810
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
715,810
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
715,810
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.93%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 
 
 

CUSIP No.  42327V208
 SCHEDULE 13G/A
Page 6 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Partners Investment Management Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
715,810
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
715,810
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
715,810
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.93%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 
 
 

CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 7 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Funds Services Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
715,810
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
715,810
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
715,810
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.93%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 
 

CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 8 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Funds Services, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
715,810
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
715,810
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
715,810
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.93%
12
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 
 
 

CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 9 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Guggenheim Funds Distributors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
597,222
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
597,222
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
597,222
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.09%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA & BD

 

 
 

 

CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 10 of  15 Pages

 

Item 1. (a) Name of Issuer:

Brookfield Total Return Fund, Inc. (formerly known as Helios Total Return Fund, Inc.)

(b) Address of Issuer’s Principal Executive Offices :

Brookfield Place, 250 Vesey Street, New York, NY 10281-1023

Item 2. (a) Name of Person Filing:

This Statement is jointly filed by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II, LLC, GI Holdco, LLC, Guggenheim Partners Investment Management Holdings, LLC, Guggenheim Funds Services Holdings, LLC, Guggenheim Funds Services, LLC and Guggenheim Funds Distributors, LLC (“Guggenheim Filers”) pursuant to Rule 13d-1(k)(1). Guggenheim Funds Distributors, LLC (“GFD”) acts as sponsor and supervisor of certain unit investment trusts which directly hold the Shares reported herein. In such capacity, GFD has the power to dispose or direct the disposition of the Shares held by these unit investment trusts. These Shares are voted by the trustee of such unit investment trusts so as to insure that the Shares are voted as closely as possible in the same manner and in the same general proportion as are the Shares held by owners other than such unit investment trusts. Guggenheim Capital, LLC is the majority owner of Guggenheim Partners, LLC, GI Holdco II, LLC, GI Holdco, LLC, Guggenheim Partners Investment Management Holdings, LLC, Guggenheim Funds Services Holdings, LLC, Guggenheim Funds Services, LLC and GFD. GFD is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 and a broker dealer registered under Section 15 of the Securities and Exchange Act of 1934.

(b) Address of Principal Business Office, or, if none, Residence:

Guggenheim Capital, LLC: 227 West Monroe Street, Chicago, IL 60606

Guggenheim Partners, LLC: 227 West Monroe Street, Chicago, IL 60606

GI Holdco II, LLC: 330 Madison Avenue, New York, NY 10017

GI Holdco, LLC: 330 Madison Avenue, New York, NY 10017

Guggenheim Partners Investment Management Holdings, LLC: 330 Madison Avenue, New York, NY 10017

Guggenheim Funds Services Holdings, LLC: 227 West Monroe Street, Chicago, IL 60606

Guggenheim Funds Services, LLC: 227 West Monroe Street, Chicago, IL 60606

Guggenheim Funds Distributors, LLC: 2455 Corporate West Dr., Lisle, IL 60532

(c) Citizenship:

Guggenheim Capital, LLC is a Delaware limited liability company.

Guggenheim Partners, LLC is a Delaware limited liability company.

GI Holdco II, LLC is a Delaware limited liability company.

GI Holdco, LLC is a Delaware limited liability company.

Guggenheim Partners Investment Management Holdings, LLC is a Delaware limited liability company.

Guggenheim Funds Services Holdings, LLC is a Delaware limited liability company.

Guggenheim Funds Services, LLC is a Delaware limited liability company.

Guggenheim Funds Distributors, LLC is a Delaware limited liability company.

  (d) Title of Class of Securities:

Common Stock (the “Shares”)

  (e) CUSIP Number:

42327V208

 

 

 

 

CUSIP No.  42327V208
  SCHEDULE 13G /A
Page 11 of 15 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) x Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
  (g) x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                             
       

 

 

 

CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 12 of 15 Pages

 

 

Item 4. Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount beneficially owned:

As of December 31, 2013, each of the Guggenheim Filers may be deemed the beneficial owner of 715,810 Shares. 

(b) Percent of class:

4.93% of the Common Stock

(c) Number of shares as to which the person has:

Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II, LLC, GI Holdco, LLC, Guggenheim Partners Investment Management Holdings, LLC, Guggenheim Funds Services Holdings, LLC, Guggenheim Funds Services, LLC

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: See Item 4(a) above. 715,810

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: See Item 4(a) above. 715,810

Guggenheim Funds Distributors, LLC

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: See Item 4(a) above. 597,222

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: See Item 4(a) above. 597,222

 

 
 

 

CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 13 of  15 Pages

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x .

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

See disclosure in Item 2 hereof.

Item 8. Identification and Classification of Members of the Group

 

Not Applicable.

Item 9. Notice of Dissolution of Group

 

Not Applicable.

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 
 
CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 14 of 15 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2014 

  

  Guggenheim Capital, LLC
  By: Robert Saperstein
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Partners, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  GI Holdco II, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  GI Holdco, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Partners Investment Management Holdings, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Funds Services Holdings, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Funds Services, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Funds Distributors, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

 

 
 
CUSIP No.  42327V208
  SCHEDULE 13G/A
Page 15 of 15 Pages

 

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Brookfield Total Return Fund, Inc., dated as of December 31, 2013 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: February 13, 2014 

  

  Guggenheim Capital, LLC
  By: Robert Saperstein
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Partners, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  GI Holdco II, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  GI Holdco, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Partners Investment Management Holdings, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Funds Services Holdings, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Funds Services, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

  Guggenheim Funds Distributors, LLC
  By: Guggenheim Capital, LLC, parent company
       
  By:  /s/ Robert Saperstein
    Name:  Robert Saperstein
    Title:  Managing Director

 

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