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
(Amendment No. )
Filed by the Registrant ☒ |
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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional
Materials |
| ☐ | Soliciting Material
Pursuant to §240.14a-12 |
SRH Total Return Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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(5) |
Total fee paid: |
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| ☐ | Fee paid previously
with preliminary materials: |
| ☐ | Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration No.: |
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Filing Party: |
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Date Filed: |
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SRH
TOTAL RETURN FUND, INC.
1700 BROADWAY, SUITE 1850
DENVER, COLORADO 80290 |
WWW.SRHTOTALRETURNFUND.COM
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on November 13, 2025
To
the Stockholders of SRH Total Return Fund, Inc.:
Notice
is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of SRH Total Return Fund, Inc. (the
“Fund”), a Maryland corporation, will be held in virtual format by conference call on November 13, 2025, at 10:00
a.m. Mountain Standard Time.
To
participate in the Annual Meeting, you must email shareholdermeetings@computershare.com no later than 5:00 p.m., Eastern Time,
on November 10, 2025, and provide your full name and address. You will then receive an email from Computershare Fund Services
containing the conference call dial-in information and instructions for participating in the Annual Meeting. If you hold your
shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register,
you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to
Computershare Fund Services, the Fund’s tabulator. You may forward an email from your intermediary or attach an image of
your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m.,
Eastern Time, on November 10, 2025. You will then receive an email from Computershare Fund Services containing the conference
call dial-in information and instructions for participating in the Meeting.
At
the Annual Meeting, you will be asked to consider and vote on the following matters:
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1. |
To
elect two Class I Directors of the Fund for a term of three years; and |
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2. |
To
transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The
Board of Directors (the “Board”) of the Fund, including the Fund’s Independent Directors, unanimously recommends
that stockholders vote “FOR” the election of the listed nominees as Class I Directors of the Fund.
The
Board has fixed the close of business on October 3, 2025, as the record date for the determination of stockholders entitled to
notice of and to vote at the Fund’s Annual Meeting and any postponements or adjournments thereof.
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/s/
Christopher Moore |
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Secretary and Vice President |
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October
15, 2025 |
Your
vote is important regardless of how many shares you own. In order to avoid delay and additional expense, and to ensure that your
shares are represented, please vote as promptly as possible, even if you plan to attend the Annual Meeting. Please refer to the
website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please
call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To
vote by mail, please complete, sign, date and mail the enclosed proxy card. No postage is required if you use the accompanying
envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person
(virtually) if you attend the Annual Meeting and elect to vote in person (virtually). Instructions for the proper execution of
proxies are set forth on the inside cover.
INSTRUCTIONS
FOR SIGNING PROXY CARDS
The
following general rules for signing proxy cards may be of assistance to you and may avoid the time and expense to the Fund in
validating your vote if you fail to sign your proxy card properly.
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1. |
Individual
Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
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2. |
Joint
Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. |
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3. |
All
Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form
of registration. For example: |
Registration |
Valid
Signature |
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Corporate
Accounts |
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(1)
ABC Corp. |
ABC
Corp. (by John Doe, Treasurer) |
(2)
ABC Corp. |
John
Doe, Treasurer |
(3)
ABC Corp., c/o John Doe Treasurer |
John
Doe |
(4)
ABC Corp. Profit Sharing Plan |
John
Doe, Trustee |
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Trust
Accounts |
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(1)
ABC Trust |
Jane
B. Doe, Trustee |
(2)
Jane B. Doe, Trustee, u/t/d 12/28/78 |
Jane
B. Doe |
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Custodian
or Estate Accounts |
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(1)
John B. Smith, Cust., |
John
B. Smith |
f/b/o
John B. Smith, Jr. UGMA |
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(2)
John B. Smith |
John
B. Smith, Jr., Executor |
 |
SRH
TOTAL RETURN FUND, INC.
1700 BROADWAY, SUITE 1850
DENVER, COLORADO 80290 |
WWW.SRHTOTALRETURNFUND.COM
ANNUAL
MEETING OF STOCKHOLDERS
November
13, 2025
PROXY
STATEMENT
This
proxy statement (“Proxy Statement”) for SRH Total Return Fund, Inc. (“STEW” or the “Fund”),
a Maryland corporation, is furnished in connection with the solicitation of proxies by and on behalf of the Fund’s Board
of Directors (the “Board” with members of the Board being referred to as “Directors”) for use at the Annual
Meeting of Stockholders of the Fund to be held on November 13, 2025, at 10:00 a.m. Mountain Standard Time, via virtual format
by conference call, and at any adjournments or postponements thereof (the “Annual Meeting”). There is no physical
location for the Annual Meeting.
The
Board has fixed the close of business on October 3, 2025, as the record date (the “Record Date”) for the determination
of stockholders entitled to notice of and to vote at the Annual Meeting. This Proxy Statement, the accompanying Notice of Annual
Meeting and the Proxy Card are first being mailed to registered stockholders on or about October 15, 2025.
If
the enclosed proxy is properly executed and returned by November 12, 2025, in time to be voted at the Annual Meeting, the shares
represented thereby will be voted in accordance with the instructions marked thereon. Unless instructions to the contrary are
marked thereon, a proxy will be voted “FOR” the proposals set forth in this Proxy Statement, and in the discretion
of the proxy holders, on any other matters that may properly come before the Annual Meeting. Any stockholder who has given a proxy
has the right to revoke it at any time prior to its exercise by (i) giving written notice to the Fund’s Secretary at info@srhtotalreturnfund.com,
(ii) by signing and submitting another proxy of a later date than the originally submitted proxy, or (iii) by personally voting
at the Annual Meeting to be held at the time and place set forth in this Proxy Statement.
As
of the Record Date, the Fund had 96,441,500 shares of common stock issued and outstanding. Each share of common stock is entitled
to cast one vote, with no cumulative voting rights.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY
OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER
13, 2025
The
Notice of Annual Meeting of Stockholders, Proxy Statement and form of proxy card are available at www.proxy-direct.com/srh-34789.
The Fund’s Annual Report to Stockholders for the year ended November 30, 2024 is available at www.srhtotalreturnfund.com.
The
Fund’s Annual Report to Stockholders for the year ended November 30, 2024 and its Semi-Annual Report to Stockholders for
the period ended May 31, 2025 have been mailed to stockholders. The Fund will furnish, without charge, a copy of its most recent
Annual Report and its most recent Semi-Annual Report succeeding the Annual Report to any stockholder who requests it by contacting
the Fund at info@srhtotalreturnfund.com, or by calling toll-free (866) 228-4853. These reports are also available on the
Fund’s website at: www.srhtotalreturnfund.com. The Annual and Semi-Annual Reports are not to be regarded as proxy solicitation
material.
PROPOSAL
1
ELECTION
OF CLASS I DIRECTORS
The
Board is divided into three classes (Class I, Class II, and Class III), with each class having a term of three years. Each year
the term of one class expires and the successor(s) elected to such class will serve until the Fund’s annual meeting of stockholders
in the third year following their election or until their successors are duly elected and qualified.
Mr.
Thomas J. Moore and Ms. Nicole L. Murphey’s terms as Class I Directors expire at this Annual Meeting. Based on the recommendations
made by the Fund’s Nominating Committee at its meeting held on August 7, 2025, the Board, including the Independent Directors,
has nominated Mr. Moore and Ms. Murphey to stand for election at the Annual Meeting as Class I Directors to serve three-year terms
until the Fund’s 2028 Annual Meeting of Stockholders, or until their successors are duly elected and qualified.
Mr.
Moore and Ms. Murphey (the “Director Nominees”) have consented to be named in this Proxy Statement and to serve as
Directors of the Fund if elected at the Annual Meeting for the term as indicated above. The Board knows of no reason why the Director
Nominees will be unable to serve, but in the event of any such inability, the proxies received will be voted for such substituted
nominees as the Board may recommend.
THE
BOARD, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION
OF THE DIRECTOR NOMINEES.
Information
about Directors and Director Nominees. Information concerning the Directors and Director Nominees is set forth in the following
table.
Independent
Directors(1)
Name,
Age
and
Address(2) |
Position(s)
Held
with
Fund |
Term
of
Office
and
Length
of
Time
Served |
Principal
Occupations(s)
During
Past 5 Years
|
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Director(4) |
Other
Directorships
Held
by Director |
Thomas
J. Moore
Birth Year:
1965
|
Class
I Director |
If
elected, term will expire in 2028.
Director
since 2023.
|
Chief
Financial Officer, VertexCFO (2023-2025); Senior Partner, CPA at Ernst & Young, LLP (2005-2023). |
1 |
None |
Shane
K. Quinlan
Birth
Year:
1994
|
Class
III Director |
Term
will expire in 2027.
Director
since 2024.
|
Senior
Financial Analyst, Medline Industries (since May 2024); Portfolio Manager, Gould Financial Group (October 2022-April 2024);
Financial Planner, Sequoia Wealth Management (June 2019-October 2021). |
1 |
None |
Steven
K. Norgaard
Birth Year:
1964 |
Class
III Director
(Lead
Independent Director)
|
Term
will expire in 2027;
Director
since 2011.
|
Attorney
(since 1990), Steven K. Norgaard, P.C. (law firm). |
3 |
Frontier
Funds (1 Fund) (since 2013); Elevation Series Trust (31 Funds) (Since 2022) |
Interested
Directors(1)
Name,
Age and
Address(2)
|
Position(s)
Held
with
Fund |
Term
of
Office
and
Length
of
Time
Served |
Principal
Occupations(s)
During
Past 5 Years
|
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Director(4) |
Other
Directorships
Held
by Director
|
Joel
W. Looney(3)
Birth
Year:
1961
|
Chairman
and Class II Director; President of the Fund |
Term
will expire 2026;
Director
since 2002;
Chairman
since 2003;
President
since 2018.
|
President
(since June 2017) and Chief Investment Officer (since 2022), SRH Advisors, LLC (“SRH”), Manager (since June 2017),
Fund Administrative Services, LLC ("FAS"); President (since 2018). |
1 |
None |
Nicole
L. Murphey(3)
Birth Year:
1977 |
Class
I Director |
If
elected, term will expire in 2028; Director since 2021. |
Chief
Compliance Officer (since 2016), SRH; Founder and Managing Director (since 2018), Whistlepig Compliance Solutions, LLC; Chief
Compliance Officer (since 2019), BSW Wealth Partners, Inc.; Chief Compliance Officer (2019-2023), R3 Returns, LLC. |
1 |
None |
|
(1) |
Directors
and Director Nominees who are not “interested persons” of the Fund (as that term is defined in the Investment
Company Act of 1940, as amended (the “1940 Act”)) are referred to as “Independent Directors.” Directors
and Director Nominees who are “interested persons” of the Fund under the 1940 Act are referred to as “Interested
Directors.” |
|
(2) |
Unless
otherwise specified, the Directors’ and Director Nominees’ respective addresses are 1700 Broadway, Suite 1850
Denver, CO 80290. |
|
(3) |
Mr.
Looney is deemed an “interested person” by virtue of his role as President and Chief Investment Officer of SRH,
and Ms. Murphey is deemed an “interested person” by virtue of her role as Chief Compliance Officer of SRH. |
|
(4) |
The
term “Fund Complex” means two or more registered investment companies that: |
|
▪ |
hold
themselves out to investors as related companies for purposes of investment and investor services; or |
|
▪ |
have
a common investment adviser or that have an investment adviser that is an affiliated person of the investment adviser of any
of the other registered investment companies. |
Director and Director Nominee Qualifications.
The Board believes that each of the Directors and Director Nominees have the qualifications, experience, attributes and skills
appropriate to their continued service as Directors of the Fund in light of its business and structure. The Directors and Director
Nominees have substantial business and professional backgrounds and/or board experience that indicate their ability to critically
review, evaluate and respond appropriately to information provided to them. Certain business and professional experiences are set
forth in detail in the narratives below. In addition, certain Directors have served on the Board for a number of years. They therefore
have substantial board experience and, in their service to the Fund, have gained substantial insight as to the operation of investment
companies generally and the Fund in particular. The Board annually conducts a “self-assessment” wherein the effectiveness
of the Board is reviewed.
Set forth below is a brief discussion of
the particular qualifications, experience, attributes or skills that led the Board to conclude that each person identified below
should serve as a Director. The information provided below, and in the chart above, is not all-inclusive. Many of the Directors’
and Director Nominees’ attributes involve intangible elements, such as intelligence, work and investment ethic, diversity
in terms of background or experiences, an appreciation of and commitment to the long-term investment approach of the Fund, and
the ability to work together collaboratively, to communicate effectively, to exercise judgment, to ask incisive questions, to manage
people and problems or to develop solutions. In conducting its annual self-assessment, the Board has determined that the Directors
and Director Nominees have the appropriate qualifications, experience, attributes and skills to continue to serve effectively as
Directors of the Fund.
Director Nominees
Thomas J. Moore, Director Nominee.
Mr. Moore joined the Fund’s Board in 2023. Previously, Mr. Moore served as a CFO Advisor at VertexCFO, where he provided
financial advisory services including strategic planning, financial analysis, forecasting, process improvements, and M&A for
startups and middle-market companies (2023-2025). Mr. Moore also served as a senior partner with Ernst & Young LLP, where he
advised private equity and corporate clients across a wide range of industries on mergers, acquisitions and divestitures as well
as other complex business matters (2005-2023). Prior to EY, Mr. Moore worked in various roles in both public accounting and banking,
including serving as a Vice President at LaSalle National Bank (1999-2005), a Director of North American Corporate Banking at BMO
(1994-1998), an Officer of the Corporate Audit Group at Harris Trust Bank (1992-1993), and an Audit Senior at Friedman, Eisenstein,
Raemer & Schwartz (1990-1992), as well as Laventhol & Horwath (1988-1990). Mr. Moore holds a Master of Business Administration
from Northwestern University Kellog School of Management and a B.S. in Accounting and Business Administration from The University
of Kansas.
Based upon the foregoing, the Board selected
Mr. Moore to serve as a Director of the Fund because of his financial expertise, his business and executive experience, strategy
skills, and due to his extensive background in financial matters.
Nicole L. Murphey, Director Nominee.
Ms. Murphey joined the Fund’s Board in 2021. Ms. Murphey previously served as the Fund’s Chief Financial Officer (2011-2018),
Chief Accounting Officer (2011-2018), Treasurer (2011-2018), Vice President (2008-2018) and Assistant Secretary (2003-2018). Since
November 2016, Ms. Murphey has served as Chief Compliance Officer for SRH. She also served as Chief Compliance Officer of SIA from
2016 until its dissolution in 2018. Prior to BTF, DNY and FOFI ceasing operations as investment companies after the Reorganization,
Ms. Murphey served BTF, DNY and FOFI as their Chief Financial Officer (2011-2015), Chief Accounting Officer (2011- 2015), Treasurer
(2011-2015), Vice President (2008-2015) and Assistant Secretary (for BTF and FOFI 2003-2015, for DNY 2007-2015). She was also Vice
President, and Treasurer of SRH (2011-2018) and Assistant Manager of FAS (2011-2018). Prior to its dissolution, Ms. Murphey served
as Vice President and Treasurer of BIA (2011-2015). In 2018, Ms. Murphey founded Whistlepig Compliance Solutions, LLC, a firm providing
a broad range of outsourced compliance and operational support to registered investment advisers, including Chief Compliance Officer
services. Ms. Murphey serves as Chief Compliance Officer for BSW Wealth Partners, Inc., a public benefit corporation since 2019
and R3 Returns, LLC, a wholly owned subsidiary of BSW Wealth Partners, Inc., from 2019 to 2023. Ms. Murphey holds a B.A. magna
cum laude from the University of Colorado.
Other Directors
Joel W. Looney, Director, President
and Chairman of the Board. Mr. Looney joined the Fund’s Board in 2002 and serves as the Fund’s President (since
February 2018). Mr. Looney also served on the boards of BTF, DNY, and FOFI until these funds ceased operations as investment companies
after the Reorganization. Since 2013, Mr. Looney has served as a portfolio manager for the Fund and, for SRH, as chief investment
officer (since 2022) and portfolio manager (since 2013). In this capacity Mr. Looney is jointly responsible for the day-to-day
portfolio management of the Fund. He also manages a number of private client accounts. In June 2017, Mr. Looney succeeded Mr. Stephen
C. Miller as the President of SRH and Manager of FAS. Mr. Looney also served as a portfolio manager of BTF, DNY and FOFI (2013
to March 2015). Mr. Looney sits on the board of directors of Peak Trust Company-AK (formerly Alaska Trust Company) (since 2013),
Peak Trust Company-NV (since 2016), and formerly was a trustee of the Elevation ETF Trust (2017-2018). Prior to joining SRH in
2013, Mr. Looney was a registered representative with VSR Financial Services, Inc. of Overland Park, Kansas, a broker-dealer (2007
to 2013). From 1999 to 2013, he was a principal and partner with Financial Management Group, LLC, an investment management firm
in Salina, Kansas (“FMG”). Prior to his position with FMG, Mr. Looney was vice president and CFO for Bethany College
in Lindsborg, Kansas (1995 to 1999) and also served as vice president and CFO for St. John’s Military School in Salina, Kansas
(1986 to 1995). From the late 1980s until January 2001, Mr. Looney served as one of three trustees of the Mildred B. Horejsi Trust.
Mr. Looney holds a B.S. from Marymount College and an MBA from Kansas State University. Mr. Looney is a CFP charterholder and also
holds Series 63 Uniform State Law and Series 65 Uniform Investment Adviser Law certifications.
Based upon the foregoing, the Board selected
Mr. Looney to serve as a Director of the Fund because of his financial, accounting and investment knowledge and experience and
because of his substantial closed-end investment company experience, during which he has dealt skillfully with a broad range of
complex issues.
Shane K. Quinlan, Director. Mr.
Quinlan joined the Board in 2024. Mr. Quinlan is currently a Senior Financial Analyst at Medline Industries LP (since May 2024),
where he conducts financial analyses and provides decision support for business planning. Previously, he served as a Portfolio
Manager at Gould Financial Group (2022 to 2024), managing a large portfolio of assets consisting of individual equities, ETFs,
mutual funds, and individual bonds. Mr. Quinlan’s experience also includes roles as a Financial Planner at Sequoia Wealth
Management (2019 to 2021) and as a Financial Advisor at Merrill Lynch, Pierce, Fenner, and Smith Inc. (2018 to 2019).
Mr. Quinlan holds his FINRA Series 7 and
66 licenses, as well as licenses in Life and Health Insurance and Long Term Care Insurance. Further, he is proficient in a range
of financial software applications and technology. Mr. Quinlan earned his Bachelor of Business Administration with a major in Finance
and a minor in Economics from Loyola University Chicago in 2016.
The Board selected Mr. Quinlan to serve
as a Director based on his broad experience across different areas of finance, including financial analysis, portfolio management,
and financial planning. The Board believes his well-rounded perspective on the investment industry and proficiency in financial
technologies will contribute positively to its oversight responsibilities and the Fund’s successful operations.
Steven K. Norgaard, Director. Mr.
Norgaard joined the Fund’s Board in 2011. Mr. Norgaard also served on the boards of Boulder Total Return Fund, Inc. (BTF),
The Denali Fund Inc. (DNY), and First Opportunity Fund, Inc. (FOFI) until these funds ceased operations as investment companies
after the reorganization into the Fund (“Reorganization”). Mr. Norgaard is currently an attorney with the law firm
Steven K. Norgaard, P.C. (since 1994), where he represents a broad range of individual and corporate clients in transactional,
taxation and investment related matters. Prior to starting his own law firm, Mr. Norgaard practiced at McDermott, Will & Emery’s
Chicago office in the transactional and taxation departments (1990 to 1994). He has served on a number of boards and is currently
a director of The Frontier Funds (since 2013), a complex of institutional open-end mutual funds, and Elevation Series Trust (since
2022), a series trust focused on open-end mutual funds and ETFs. He previously served as a director for ATG Trust Company (2013
to 2021), an independent trust company, and Attorneys’ Title Guaranty Fund, Inc. (2011 to 2022), a title insurance company.
Mr. Norgaard is currently a member of the American Bar Association and Illinois State Bar Association. He holds a B.S. from University
of Illinois, Urbana-Champaign and a J.D. from the University of Chicago Law School. In 1987, he passed the Illinois CPA exam.
Based upon the foregoing, the Board selected
Mr. Norgaard to serve as a Director of the Fund because of his experience advising a diverse range of business enterprises, along
with his financial experience, analytical skills, critical thinking skills and legal acumen. In addition, Mr. Norgaard’s
experience as a member of the audit committee of a family of open-end mutual funds and an independent trust company qualifies him
to serve as a Director and, in particular, as chairman of the Fund’s Audit Committee and as a “financial expert”
(as defined under the SEC’s Regulation S-K, Item 407(d)).
Based upon the foregoing, the Board selected
Ms. Murphey to serve as a Director of the Fund because of her deep-rooted compliance and operational knowledge and experience in
the financial services industry and because of her substantial closed-end investment company experience, during which she has dealt
skillfully with a broad range of complex issues with respect to the Fund, among other funds.
CORPORATE GOVERNANCE INFORMATION
Role of the Board. The Board provides
oversight of the management and operations of the Fund. The day-to-day management and operation of the Fund is the responsibility
of its various service providers, such as Paralel Advisors LLC (the “Adviser” or “Paralel) and SRH (the “Sub-Adviser”
or “SRH”) (together, the “Advisers”) and their portfolio managers, as well as the Fund’s administrator,
custodian and transfer agent. The Board has elected various senior individuals employed by certain of these service providers as
officers of the Fund, with the responsibility to monitor and report to the Board on the Fund’s operations. In conducting
its oversight, the Board is provided regular reports from the various officers and service providers regarding the Fund’s
operations. For example, the treasurer provides reports as to financial reporting matters and the portfolio managers provide reports
on the performance of the Fund’s portfolio. The Board has appointed a chief compliance officer (“CCO”) for the
Fund who administers the Fund’s compliance program and regularly reports to the Board as to compliance matters. Some of these
reports are provided as part of formal Board meetings which typically are held quarterly, in-person, and involve the Board’s
review of recent Fund operations. In addition to quarterly in-person meetings, telephonic Board meetings are held regularly, as
necessary to ensure appropriate oversight of the Fund. From time to time, one or more members of the Board may also meet with management
in less formal settings, between formal board meetings, to discuss various topics. In all cases, however, the role of the Board
and of any individual Director is one of oversight and not of management of the day-to-day affairs of the Fund.
Board Leadership Structure. The
Board has determined that its leadership structure is appropriate given the business and nature of the Fund. The Board has established
three standing committees: An Audit Committee, a Nominating Committee, and a Qualified Legal Compliance Committee (collectively,
the “Committees”). The Board does not have a Compensation Committee. Sixty percent of the members of the Board are
Independent Directors, and each Committee is comprised entirely of Independent Directors. The Board has determined that the Committees
help ensure that the Fund has effective and independent governance and oversight. The Board also believes that the Committees and
leadership structure facilitate the orderly and efficient flow of information to the Independent Directors of the Fund from management,
including the Advisers. Where deemed appropriate, from time to time, the Board may constitute ad hoc committees.
The Chairman of the Board is the same individual
who serves as the Principal Executive Officer of the Fund. The Chairman is an Interested Director as he is the President of the
Sub-Adviser. The Board has considered that the Chairman’s position with SRH can provide valuable input based on his experience
in the types of securities in which the Fund invests. The Board has also determined that the structure, function and composition
of its Committees are appropriate means to provide effective oversight and address any potential conflicts of interest that may
arise from the Chairman’s status as an Interested Director.
The Board has a Lead Independent Director
who acts as the primary liaison between the Independent Directors and management (the “Lead Independent Director”).
The Lead Independent Director plays an important role in setting the Board meeting agendas and may help identify matters of special
interest to be addressed by management with the Board. The Independent Directors have also engaged their own independent counsel
to advise them on matters relating to their responsibilities in connection with the Fund. The Board reviews its structure annually.
The Board has determined that the structure of the Lead Independent Director and the function and composition of the Committees
are appropriate means to address any potential conflicts of interest that may arise.
Board Oversight and Management.
Oversight of the risk management process is part of the Board’s general oversight of the Fund and its service providers.
The Board exercises oversight of the risk management process through the Audit Committee. The Board also may be apprised of particular
risk management matters in connection with its general oversight and approval of various Fund matters brought before the Board.
As part of its oversight function, the
Board receives various reports relating to risk management. The Fund faces a number of risks, such as investment risk, counterparty
risk, valuation risk, reputational risk, risk of operational failure or lack of business continuity, cybersecurity risk and legal,
compliance and regulatory risks. Under the Board’s overarching supervision, the Fund and management, the Adviser, the Sub-Adviser,
and other service providers to the Fund employ a variety of processes, procedures and controls to identify various risks, to lessen
the probability of their occurrence and/ or to mitigate the effects of such events or circumstances if they do occur. Different
processes, procedures and controls are employed by different service providers with respect to different types of risks. Various
personnel, including the Fund’s CCO, as well as various other personnel of the Adviser and Sub-Adviser and other service
providers, such as the Fund’s independent accountants, make periodic reports to the Board and appropriate Committees with
respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto. For
example, the full Board of the Fund regularly receives reports from the Adviser and the Sub-Adviser and their portfolio managers
as to investment risks. Also, because cybersecurity risk is at the forefront of the ever-changing risk landscape facing registered
investment companies, on a periodic basis, the Board requests and receives reports from Fund management and the Fund’s primary
service providers regarding cybersecurity risk management, the potential for cybersecurity attacks that might impact the Fund and
the measures Fund management and Fund service providers take to mitigate such risk.
The Board recognizes that not all risks
that may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks,
that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals, and that the
processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received
by the Directors as to risk management matters are typically summaries of the relevant information. As a result of the foregoing
and other factors, the Fund’s ability to manage risk is subject to substantial limitations and the function of the Board
with respect to risk management is one of oversight and not one of active involvement in, or coordination of, day-to-day risk management
activities for the Fund.
Audit Committee. The purpose of
the Board’s audit committee (the “Audit Committee”) is to assist the Board in its oversight of the integrity
of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements, the independent accountants’
qualifications and independence and the performance of the Fund’s independent accountants. The Audit Committee reviews the
scope and results of the Fund’s annual audit with the Fund’s independent accountants and recommends the engagement
of such accountants. Management, however, is responsible for the preparation, presentation and integrity of the Fund’s financial
statements, and the independent accountants are responsible for planning and carrying out proper audits and reviews. The Board
has adopted a charter for the Audit Committee that is available on the Fund’s website at www.srhtotalreturnfund.com.
The Audit Committee is composed entirely
of the Fund’s Independent Directors, consisting of Messrs. Moore, Norgaard, and Quinlan. The Board has determined that Mr.
Norgaard qualifies as an “audit committee financial expert,” as defined under SEC Regulation S-K, Item 407(d). The
Audit Committee is in compliance with applicable rules of the listing requirements for closed-end fund audit committees including
the requirement that all members of the audit committee be “financially literate” and that at least one member of the
audit committee have “accounting or related financial management expertise,” as determined by the Board. The Audit
Committee is required to conduct its operations in accordance with applicable requirements of the Sarbanes-Oxley Act, and the Fund’s
independent publicly registered accounting firm is required to comply with the rules and regulations promulgated under the Sarbanes-
Oxley Act and by the Public Company Accounting Oversight Board. The members of the Audit Committee are subject to the fiduciary
duty to exercise reasonable care in carrying out their duties. Members of the Audit Committee are independent, as that term is
defined by the NYSE Listing Standards. The Audit Committee met two times during the fiscal year ended November 30, 2024.
Report of Audit Committee. In performing
its oversight function, at a meeting held on January 23, 2025, the Audit Committee reviewed and discussed with management of the
Fund and its independent accountant, Cohen & Company, Ltd (“Cohen”), the audited financial statements of the Fund
as of and for the fiscal year ended November 30, 2024 and discussed the audit of such financial statements with the independent
accountant.
In addition, the Audit Committee discussed
with the independent accountant the accounting principles applied by the Fund and such other matters brought to the attention of
the Audit Committee by the independent accountant required by Auditing Standard No. 1301, Communications with Audit Committees,
as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee also received from the independent
accountant the written disclosures and letters required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence,
and discussed the relationship between the independent accountant and the Fund and the impact that any such relationships might
have on the objectivity and independence of the independent accountant.
As set forth above, and as more fully set forth in the Audit
Committee Charter, the Audit Committee has significant duties and powers in its oversight role with respect to the Fund’s
financial reporting procedures, internal control systems and the independent audit process.
The members of the Audit Committee are
not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed
by the Fund for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes
no independent verification of the facts presented to it or representations made by management or the Fund’s independent
accountant. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management
has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures designed
to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations
and discussions referred to above do not provide assurance that the audit of the Fund’s financial statements has been carried
out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with
generally accepted accounting principles.
Based on its consideration of the audited
financial statements and the discussions referred to above with management and the Fund’s independent accountant, and subject
to the limitations on the responsibilities and role of the Audit Committee set forth in the Audit Committee Charter and those discussed
above, the Audit Committee recommended to the Board that the Fund’s audited financial statements be included in the Fund’s
Annual Report for the fiscal year ended November 30, 2024.
SUBMITTED BY THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS
Thomas J. Moore
Steven K. Norgaard
Shane K. Quinlan
July 24, 2025
Qualified Legal Compliance Committee.
The Audit Committee also serves as the Qualified Legal Compliance Committee (“QLCC”) for the Fund for the purpose
of compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting procedures for
attorneys retained or employed by an issuer who appear and practice before the SEC on behalf of the issuer (typically referred
to as the “issuer attorneys”). An issuer’s attorney who becomes aware of evidence of a material violation by
the Fund, or by any officer, director, employee, or agent of the Fund, may report evidence of such material violation to the QLCC
as an alternative to the reporting requirements of Rule 205.3(b) (which requires reporting to the chief legal officer and potentially
“up the ladder” to other entities). The QLCC did not independently meet outside of the Audit Committee meetings in
the year ended November 30, 2024.
Nominating Committee. The purpose
of the Board’s nominating committee (the “Nominating Committee”) is to identify and recommend to the Board those
individuals that are qualified to become Board members. It also makes recommendations to the Board regarding the size and composition
of the Board. The Nominating Committee is composed of the Independent Directors, consisting of Messrs. Moore, Norgaard, and Quinlan.
Each member of the Nominating Committee is independent, as that term is defined by the NYSE Listing Standards. The Nominating Committee
met twice during the fiscal year ended November 30, 2024. The Board has adopted a charter for its Nominating Committee that is
available on the Fund’s website at www.srhtotalreturnfund.com.
The Nominating Committee does not have
a formal process for identifying candidates. The Nominating Committee does not have established specific minimum qualifications
that must be met by a candidate to be considered for nomination as a director. The Nominating Committee takes into consideration
such factors as it deems appropriate when nominating candidates. These factors may include judgment, skill, diversity, experience
with investment companies and other organizations of comparable purpose, complexity, size and subject to similar legal restrictions
and oversight, the interplay of the candidate’s experience with the experience of other Board members, and the extent to
which the candidate would be a desirable addition to the Board and any committees thereof. The Nominating Committee will consider
all qualified candidates in the same manner. The Nominating Committee may modify its policies and procedures for director nominees
and recommendations in response to changes in the Fund’s circumstances, and as applicable legal or listing standards change.
Although the Nominating Committee does
not have a formal policy with regard to the consideration of diversity in identifying director candidates, as a matter of practice,
the Nominating Committee typically considers the overall diversity of the Board’s composition when identifying candidates.
Specifically, the Nominating Committee considers the diversity of skill sets desired among the Board members in light of the Fund’s
characteristics and circumstances and how those skill sets might complement each other. The Nominating Committee also takes into
account the personal background of current and prospective Board members of the Fund in considering the composition of the Board.
In addition, as part of its annual self-evaluation, the Directors of the Fund have an opportunity to consider the diversity of
the Board, both in terms of skill sets and personal background, and any observations made by the Board during the self-evaluation
assist the Nominating Committee in its decision-making process.
The Nominating Committee will consider
director candidates recommended by stockholders of the Fund (if a vacancy were to exist) and submitted in accordance with applicable
law and procedures as described in this Proxy Statement (see “Submission of Stockholder Proposals” below). In reviewing
such stockholder director-nominees, the Nominating Committee may generally rely on the provisions set forth in the charter of
the Nominating Committee and other information as deemed necessary to adjudge the appropriateness and character of such director-nominee(s).
Ownership of Securities of the Fund
by Directors and Director Nominee. The following table sets forth the aggregate dollar range of equity securities beneficially
owned by each Director and Director Nominee of the Fund as of the Record Date.
|
Dollar Range of |
|
Equity Securities |
Name of Director or Director Nominee |
in the Fund |
Independent Directors |
|
Shane K. Quinlan |
None |
Thomas J. Moore |
Over $100,000 |
Steven K. Norgaard |
Over $100,000 |
Interested Directors |
|
Joel W. Looney |
Over $100,000 |
Nicole L. Murphey |
$10,000 to $50,000 |
None of the Independent Directors, or their
immediate family members, owned beneficially or of record any securities of the Adviser, Sub-Adviser or any person (other than
a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or
Sub-Adviser.
Director and Officer Compensation. The
following table sets forth certain information regarding the compensation of the Directors for the fiscal year ended November 30,
2024. No persons (other than the Independent Directors, as set forth below) currently receive compensation from the Fund for acting
as a Director or officer; however, Directors and officers of the Fund may also be officers or employees of Paralel (or an affiliate
of Paralel) or SRH and may receive compensation from such entities for acting in such capacities. Directors and executive officers
of the Fund do not receive pension or retirement benefits from the Fund. In addition to the amounts stated below, Independent Directors
receive reimbursement for travel and other out-of-pocket expenses incurred in connection with attending Board and Board committee
meetings.
Name of Person and Position with the Fund |
Aggregate Compensation
from Fund Paid to Directors |
Joel W. Looney, Director |
$0 |
Shane K. Quinlan, Director* |
$18,000 |
Thomas J. Moore, Director Nominee |
$71,000 |
Steven K. Norgaard, Director |
$83,125 |
Nicole L. Murphey, Director Nominee |
$0 |
Richard I. Barr, Director** |
$62,375 |
* Shane K. Quinlan became a director of the Fund effective
as of August 2, 2024.
** Richard I. Barr retired as a director of the Fund effective
August 2, 2024.
Each Director of the Fund who is not a
director, officer or employee of the Adviser, Sub-Adviser or an affiliate of the Adviser or Sub-Adviser, receives a fee of $10,000
per quarter plus $5,000 for each in-person meeting, $3,000 for each audit committee meeting, $1,000 for each nominating committee
meeting and $1,000 for each telephonic meeting of the Board. The chairman of the Audit Committee receives an additional $3,000
per meeting and the Lead Independent Director receives an additional $3,125 for each regular quarterly meeting. Each Director currently
serving in such a capacity for the entire fiscal year attended at least 75% of the meetings of the Directors of the Fund and any
committee of which he is a member. The aggregate remuneration paid to the Directors of the Fund for acting as such during the fiscal
year ended November 30, 2024 amounted to $234,500.
Board Attendance at Stockholders’
Meetings. The Fund does not have a formal policy regarding Board member attendance at the Annual Meeting of Stockholders.
Communications with the Board. Stockholders
of the Fund who wish to send communications to the Board of the Fund should send them to the address of the Fund, to the attention
of the Board. All such communications will be directed to the Board’s attention.
Officers. Information on each of
the Fund’s executive officers is provided below. The officers were elected or re-elected to office by the Board at a meeting
held on February 13, 2025.
Name, Age
and
Address(2) |
Officer
Position(s)
Held with
Fund |
Term of
Office(1) and
Length of
Time Served |
Principal Occupation(s) During Past 5
Years |
Joel Looney
Birth year:
1961 |
President |
Since 2018 |
See information provided previously under the section titled “Interested Directors.” |
Christopher Moore
Birth year:
1984
|
Vice President; Secretary |
Since 2021 |
Mr. Moore serves as General Counsel of Paralel Technologies LLC and General Counsel and Chief Compliance Officer of Paralel Advisors LLC since 2021. Mr. Moore served as Deputy General Counsel and Legal Operations Manager of RiverNorth Capital Management, LLC from 2020-2021; VP and Senior Counsel of ALPS Fund Services, Inc. from 2016-2020. |
Jill Kerschen
Birth year:
1975 |
Vice President; Treasurer |
Since 2021 |
Ms. Kerschen joined Paralel in 2021 and is currently Director of Fund Administration. She was Vice President at ALPS Advisors, Inc. from 2019-2021 and from 2013-2019 she served as Vice President and Fund Controller at ALPS Fund Services, Inc. |
Brenna Fudjack
Birth Year:
1986 |
Chief Compliance Officer |
Since 2024 |
Ms. Fudjack joined Paralel Technologies LLC as Deputy Chief Compliance Officer in 2023. Ms. Fudjack served as Manager, Risk & Financial Advisory for Deloitte & Touche LLP from 2022-2023; Director of Compliance for Perella Weinberg Partners Capital Management LP/Agility from 2018-2022; Compliance Officer for Shelton Capital Management from 2017-2018; and Compliance Manager among other compliance roles for ALPS Fund Services, Inc. from 2010-2017. |
(1) |
Officers are elected annually and each officer will hold such office until a successor has been elected by the Board. |
(2) |
Unless otherwise specified, the Officers’ respective addresses are 1700 Broadway, Suite 1850 Denver, CO 80290. |
SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
On February 13, 2025, the Fund’s
Board of Directors approved Cohen & Company Ltd. (“Cohen”) as the Fund’s independent registered public accounting
firm for the Fund’s fiscal year ending November 30, 2025.
During the Fund’s fiscal years ended
November 30, 2023 and November 30, 2024, there were no disagreements with Cohen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Cohen, would have
caused it to make reference to the subject matter of the disagreements in connection with its reports, nor were there any “reportable
events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
Cohen is not expected to have a representative
present at the Annual Meeting. Set forth below are the aggregate fees billed to the Fund for professional services received from
Cohen for the Fund’s fiscal years ended November 30, 2023 and November 30, 2024.
Fiscal Year Ended |
Audit Fees |
Audit Related Fees |
Tax Fees* |
All Other Fees |
11/30/2023 |
$35,000 |
$0 |
$8,500 |
$0 |
11/30/2024 |
$35,000 |
$0 |
$8,500 |
$0 |
* “Tax Fees” are those fees
billed to the Fund by Cohen in connection with tax services, including primarily the review of dividend calculations and preparation
of the Fund’s Federal, State and Excise tax returns.
The Audit Committee Charter requires that
the Audit Committee pre-approve all audit and non-audit services to be provided by the independent accountants to the Fund. Pre-approval
for a permitted non-audit service shall not be required if: (1) the aggregate amount of all such non-audit services is not more
than 5% of the total revenues paid by the Fund to the auditor in the fiscal year in which the non-audit services are provided;
(2) such services were not recognized by the Fund at the time of the engagement to be non-audit services; and (3) such services
are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee
or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee.
Also, the Audit Committee shall pre-approve
the auditor’s engagements for non-audit services with the Fund’s Adviser or Sub-Adviser and any service providers controlling,
controlled by or under common control with an Adviser that provides ongoing services to the Fund (the “Fund Affiliates”)
in accordance with the foregoing paragraph, if the engagement relates directly to the operations and financial reporting of the
Fund, unless the aggregate amount of all services provided constitutes no more than 5% of the total amount of revenues paid to
the auditor by the Fund, an Adviser and any affiliate of the Adviser that provides ongoing services to the Fund during the fiscal
year in which the services are provided that would have to be pre-approved by the Audit Committee pursuant to this paragraph (without
regard to this exception).
Additionally, the auditor may not perform
contemporaneously any of the following non- audit services for the Fund: bookkeeping or other services related to the accounting
records or financial statements of the Fund; financial information systems design and implementation; appraisal or valuation services,
fairness opinions, or contribution- in-kind reports; actuarial services; internal audit outsourcing services; management functions
or human resources; broker or dealer, investment adviser, or investment banking services; legal services and expert services unrelated
to the audit; and any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
All the audit, audit-related and tax services
fees described above for which Cohen billed the Fund were pre-approved by the Audit Committee. Pre-approval has not been waived
by the Audit Committee with respect to such services. Cohen has informed the Fund that it does not have a direct or indirect financial
interest in the Fund. For the Fund’s fiscal years ended November 30, 2023 and November 30, 2024, the aggregate non-audit
fees billed by Cohen for services rendered to the Registrant were $8,500 and $8,500, respectively.
INFORMATION ABOUT THE PROXY AND ANNUAL
MEETING
Quorum. A quorum of the Fund’s
stockholders is required for the conduct of business at the Annual Meeting. A quorum is constituted by the presence in person (virtually)
or by proxy of the stockholders entitled to cast a majority of the votes entitled to be cast (without regard to class). Each of
the outstanding shares of the Fund is entitled to cast one vote, with no cumulative voting rights. In the event that a quorum is
not present at the Annual Meeting, the Chairman or the stockholders entitled to vote at the Annual Meeting may adjourn the Annual
Meeting to a date not more than 120 days after the Record Date without notice other than an announcement at the meeting. With respect
to the Fund, in the event that a quorum is present but sufficient votes to approve one or more proposals are not received, the
persons named as proxies may propose and vote for one or more adjournments of the Annual Meeting with respect to such to permit
further solicitation of proxies with respect to any proposal that did not receive the votes necessary for its passage. Any such
adjournment will require the affirmative vote of a majority of votes cast on the matter at the Annual Meeting. With respect to
those proposals for which there is represented a sufficient number of votes in favor, actions taken at the Annual Meeting will
be approved and implemented irrespective of any adjournments with respect to any other proposals.
Vote Required. The election of the
Director Nominees to the Board requires the affirmative vote of a plurality of all the votes cast by stockholders present in person
(virtually) or represented by proxy at the Annual Meeting and entitled to so vote.
Voting; Broker Non-Votes and Abstentions.
With regard to the election of Director Nominees, votes may be cast “FOR” each individual nominee, or votes may
be “WITHHELD” with respect to each individual nominee. A proxy for shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does
not have discretionary voting power on a particular matter, is a broker “non-vote.” Proxies that reflect abstentions
or broker non-votes will be counted as shares that are present and entitled to vote on the matter for purposes of determining the
presence of a quorum; however, they will not constitute a vote and will be disregarded in calculating the votes cast as to such
matter. Thus, abstentions and broker non-votes will have no effect on the voting results in the election of the Director Nominees,
as only votes cast “FOR” count toward the required plurality.
Other Matters to Come Before the Annual
Meeting. The Fund does not intend to present any other business at the Annual Meeting, nor is the Fund aware that any stockholder
intends to do so. If, however, any other matters are properly brought before the Annual Meeting, the persons named in the accompanying
form of proxy will vote thereon in accordance with their discretion.
Proxy Solicitation. In addition
to the solicitation of proxies by mail, Directors and officers of the Fund and officers and regular employees of Computershare
Trust Company, NA (“Computershare”), the Fund’s transfer agent, the Adviser, the Sub-Adviser and affiliates of
Computershare or other representatives of the Fund may also solicit proxies by telephone, Internet, facsimile, personal interviews
or through e-mail communications with stockholders who have enrolled in the Fund’s electronic stockholder communications
service. Any cost of proxy solicitation and expenses incurred in connection with the preparation of this Proxy Statement and its
enclosures will be paid by the Fund. The Fund also will reimburse brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of their shares.
Submission of Stockholder Proposals.
Stockholders who, in accordance with Rule 14a-8 of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), wish to present proposals for inclusion in the proxy materials to be distributed by the Fund in connection with its
2026 annual meeting of stockholders, must submit their proposals to the Fund’s Secretary before June 17, 2026.
In addition to Exchange Act Rule 14a-8
which addresses the inclusion of stockholder proposals in the Fund’s proxy materials, under the Fund’s Bylaws, a stockholder
must follow certain procedures in order to nominate persons for election as directors or to propose an item of business at an annual
meeting of stockholders. These procedures provide that nominations for director nominees and/or an item of business to be proposed
at an annual meeting of stockholders must be submitted in writing to the Secretary of the Fund at the Fund’s address, SRH
Total Return Fund, Inc. Attn: Secretary, 1700 Broadway, Suite 1850, Denver, CO 80290. To be timely, a stockholder’s written
notice of such nominations or proposals must be received:
|
● |
by 5:00 p.m., Mountain Standard Time, not earlier than the 150th day and not later than the 120th day prior to the first anniversary of the date of public release of the notice for the preceding year’s annual meeting; or |
|
● |
by 5:00 p.m., Mountain Standard Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting. |
Assuming that the Fund’s 2026 annual
meeting is held within 30 days of the anniversary of the 2025 annual meeting, the Fund must receive a stockholder’s notice
to introduce a nomination or other item of business at the 2026 annual meeting by June 17, 2026, but not before May 18, 2026.
There are additional requirements regarding
proposals of stockholders, and a stockholder contemplating submission of a proposal is referred to Exchange Act Rule 14a-8. In
addition, stockholders wishing to make proposals should refer to the Fund’s Bylaws for proper procedure and notice content.
A copy of the Fund’s Bylaws is available upon request, without charge, by writing to the Secretary of the Fund at the Fund’s
address, SRH Total Return Fund, Inc. Attn: Secretary, 1700 Broadway, Suite 1850, Denver, CO 80290.
The timely submission of a proposal does
not guarantee its inclusion in the Fund’s proxy materials. Additionally, approval of a stockholder proposal by the stockholders
may still be subject to review, including whether such proposal(s) is legal or comports with general rules and regulations governing
the operations of the Fund.
Householding. One Proxy Statement
is being delivered to multiple stockholders sharing an address, unless the Fund has received contrary instructions from one or
more of the stockholders. The Fund will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement
to any stockholder at a shared address to which a single copy of the document was delivered. Requests to receive a separate copy
should be made in writing to the Fund at info@srhtotalreturnfund.com or by calling (866) 228-4853. Requests to receive separate
copies, or single copies in the case of stockholders sharing an address, of the Fund’s future proxy statements, annual reports
to security holders or notices of internet availability of proxy materials should also be made in the same manner.
Contact Information. If you have
questions or need more information about the Annual Meeting, you may write to the Fund at info@srhtotalreturnfund.com or
call (866) 228-4853.
INFORMATION REGARDING THE FUND
Investment Adviser, Sub-Adviser and
Administrator. Paralel Advisors LLC, 1700 Broadway, Suite 1850, Denver, CO 80290 serves as the Fund’s investment adviser.
SRH Advisors, LLC, 2121 E. Crawford Place, Salina, KS 67401 is the Fund’s sub-adviser. Paralel Technologies LLC (“PTL”),
1700 Broadway, Suite 1850, Denver, CO 80290 serves as the Fund’s administrator.
Security Ownership of Certain Beneficial
Owners and Management. The following table sets forth certain information with respect to the beneficial ownership of the Fund’s
common stock as of the Record Date by: (i) each person known to the Fund to beneficially own more than 5% of the outstanding shares
of its common stock, (ii) each Director and Director Nominees of the Fund, (iii) each Named Executive Officer of the Fund and (iv)
all Directors and executive officers of the Fund as a group. Except as otherwise indicated, each person has sole voting and investment
power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. Voting power
is the power to vote or direct the voting of securities, and investment power is the power to dispose of or direct the disposition
of securities.
Name and Address of
Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percentage of Class
Beneficially Owned(1) |
Beneficial Owners of More Than 5% |
Susan L. Ciciora Trust(2) |
23,349,382 |
|
24.21% |
Stewart West Indies Trust(2) |
16,900,168 |
|
17.52% |
John S. Horejsi Trust(2) |
677,847 |
|
* |
John X. Ciciora Trust(2) |
967,009 |
|
1.00% |
Jack S. Ciciora Trust(2) |
1,150,096 |
|
1.19% |
Amanda N. Ciciora Trust(2) |
1,150,096 |
|
1.19% |
Courtney M. Ciciora Trust(2) |
1,150,096 |
|
1.19% |
Susan L. Ciciora(3) |
39,560 |
|
* |
All beneficial owners of more than 5% as a group |
45,384,254 |
|
47.07% |
|
|
|
|
Directors and Named Executive Officers(4) |
Shane Quinlan |
— |
|
* |
Thomas Moore(5) |
6,211 |
|
* |
Joel Looney(6) |
74,308 |
|
* |
Steven Norgaard |
5,809 |
|
* |
Nicole Murphey |
1,022 |
|
* |
Christopher Moore(7) |
— |
|
* |
Jill Kerschen(8) |
— |
|
* |
Brenna Fudjack(9) |
— |
|
* |
All Directors and Executive Officers as a group |
87, 350 |
|
* |
|
(1) |
Based on 96,441,500 shares of common stock outstanding as of the record date. |
|
(2) |
The address of each entity is c/o Peak Trust Company-AK, 3350 Midtown Pl, Suite 300, Anchorage, AK 99503. The sole trustee for each of the above trusts (together, the “Horejsi Trusts”) is Peak Trust Company-AK (“Peak Trust”). Peak Trust may be deemed to control each of the Horejsi Trusts and may be deemed to possess indirect beneficial ownership of the shares held by such trusts. |
|
(3) |
Susan L. Ciciora is the grantor of the Susan L. Ciciora Trust, and a discretionary beneficiary of the trusts listed above, except for the Susan L. Ciciora Trust. She is not a trustee and wields no control over any of the listed trusts or their respective investments. |
|
(4) |
The address of each of the Directors and Named Executive Officers identified is c/o SRH Total Return Fund, Inc., 1700 Broadway, Suite 1850, Denver, Colorado 80290. |
|
(5) |
Mr. Moore may be deemed to possess direct beneficial ownership of 3,072 shares and indirect beneficial ownership of 3,139 shares held by his spouse. |
|
(6) |
Mr. Looney is the Chairman of the Board, President and Principal Executive Officer of the Fund. |
|
(7) |
Christopher Moore is the Fund’s Vice President and Secretary. |
|
(8) |
Jill Kerschen is the Fund’s Vice President and Treasurer. |
|
(9) |
Brenna Fudjack is the Fund’s Chief Compliance Officer. |
With respect to the Fund, as of the Record
Date, Cede & Co., a nominee partnership of the Depository Trust Company, held of record, but not beneficially 95,948,702 shares
of common stock, which represents 99.12% of the outstanding shares common stock.
Section 16(a) Beneficial Ownership Reporting
Compliance. Section 16(a) of the Exchange Act and Section 30(h) of the 1940 Act requires the Fund’s Directors and officers,
persons affiliated with the Fund’s investment advisers, and persons who own more than 10% of a registered class of the Fund’s
securities, to file reports of ownership and changes of ownership with the SEC and the New York Stock Exchange. Directors, officers
and greater-than-10% stockholders are required by SEC regulations to furnish the Fund with copies of all Section 16(a) forms they
file.
Based solely upon the Fund’s review
of the copies of such forms it received and written representations from such persons, the Fund believes that all such filing requirements
applicable to such persons were complied with during the fiscal year ended November 30, 2024.

www.srhtotalreturnfund.com
SRH
TOTAL RETURN FUND, INC.
PO
Box 43131
Providence,
RI 02940-3131
EVERY
VOTE IS IMPORTANT
EASY
VOTING OPTIONS:
 |
|
SCAN
The
QR code or visit
www.proxy-direct.com
to
vote your shares |
|
|
|
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|
CALL
1-800-337-3503
Follow
the recorded instructions
available
24 hours |
|
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|
MAIL
Vote,
Sign and Mail in the
enclosed
Business Reply Envelope |
VOTE
AT THE TELEPHONIC MEETING
on
November 13, 2025
at
10:00 a.m. Mountain Standard Time.
Please
refer to the Proxy Statement for
instructions
on how to participate in the
Telephonic
Meeting |
Please
detach at perforation before mailing.
SRH
TOTAL RETURN FUND, INC.
PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON NOVEMBER 13, 2025
This
proxy is solicited on behalf of the Board of Directors. The undersigned hereby appoints Christopher Moore, Jill Kerschen and Joel
W. Looney and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of SRH Total Return Fund, Inc (the “Fund”) which the undersigned
is entitled to vote at the Annual Meeting of Stockholders of the Fund to be held virtually, as a telephone conference call meeting on
November 13, 2025 at 10:00 a.m. (Mountain Standard Time) (the “Meeting”), and at any adjournments thereof. Please refer to
the Proxy Statement for instructions on how to participate in the telephonic Meeting. The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein.
A
majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that
one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
This
proxy, if properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR the proposal and in the discretion of the proxy holder as to any other matter that may properly come before the Meeting.
Please refer to the Proxy Statement for a discussion of the Proposal.
VOTE
VIA THE INTERNET: www.proxy-direct.com
VOTE
VIA THE TELEPHONE: 1-800-337-3503
STE_34789_100925
PLEASE
SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY
STOCKHOLDER’S VOTE IS IMPORTANT!
VOTE
THIS PROXY CARD TODAY!
Important
Notice Regarding the Availability of Proxy Materials for the
Annual
Meeting of Stockholders to be held on November 13, 2025.
The
Proxy Statement and Proxy Card for this Meeting are available at:
https://www.proxy-direct.com/srh-34789
IF
YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU
NEED NOT RETURN THIS PROXY CARD
Please
detach at perforation before mailing.
TO
VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: ☒
A | Proposal
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE PROPOSAL. |
| 1. | Election
of two Class I Directors: |
01. | Thomas
J. Moore |
☐ |
|
☐ |
|
02. | Nicole
L. Murphey |
☐ |
|
☐ |
|
To
transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
B | Authorized
Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below |
Note:
Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign.
When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative
capacity, please give the full title under the signature.
Date (mm/dd/yyyy) ─ Please print
date below |
|
Signature 1 ─ Please keep signature within the box |
|
Signature 2 ─ Please keep
signature within the box |
/ / |
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xxxxxxxxxxxxxx |
STE 34789 |
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