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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM N-CSR
CERTIFIED SHAREHOLDER
REPORT OF REGISTERED
MANAGEMENT INVESTMENT
COMPANIES
Investment Company Act File Number:
811-02328
SRH Total Return
Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
1700 Broadway, Suite 1850
Denver, CO 80290
(Address of Principal Executive Offices)(Zip Code)
Chris Moore
SRH Total Return Fund, Inc.
1700 Broadway, Suite 1850
Denver, CO 80290
(Name and Address of Agent for Service)
Registrant’s Telephone Number, including
Area Code:
(866) 228-4853
Date of Fiscal Year End: November 30
Date of Reporting Period: December 1, 2023
– November 30, 2024
| Item 1. | Reports to Stockholders. |
![](https://www.sec.gov/Archives/edgar/data/102426/000183988225006722/srhncsr001.jpg)
Distribution Policy
November 30, 2024 (Unaudited)
SRH Total Return Fund, Inc. (the “Fund”),
acting pursuant to a Securities and Exchange Commission exemptive order and with the approval of the Fund’s Board of Directors
(the “Board”), has adopted a plan, consistent with its investment objectives and policies to support a level distribution
of income, capital gains and/or return of capital (the “Plan”). In accordance with the Plan, the Fund distributed $0.1375 per share on a quarterly basis during the year ended November 30, 2024. Beginning in January 2025, the quarterly distribution
increased to $0.165 per share. The fixed amount distributed per share is subject to change at the discretion of the Fund’s
Board. Under the Plan, the Fund will typically distribute most or all of its available investment income to its stockholders, consistent
with its primary investment objectives and as required by the Internal Revenue Code of 1986, as amended (the “Code”).
The Fund may also distribute long-term capital gains and short-term capital gains and return of capital to stockholders in order
to maintain a level distribution. Each quarterly distribution to stockholders is expected to be at the fixed amount established
by the Board, except for extraordinary distributions and potential distribution rate increases or decreases to enable the Fund
to comply with the distribution requirements imposed by the Code. Stockholders should not draw any conclusions about the Fund’s
investment performance from the amount of these distributions or from the terms of the Plan. The Fund’s total return performance
on net asset value is presented in its financial highlights table. The Board may amend, suspend or terminate the Fund’s Plan
without prior notice if it deems such action to be in the best interest of the Fund or its stockholders. The suspension or termination
of the Plan could have the effect of creating a trading discount (if the Fund’s stock is trading at or above net asset value)
or widening an existing trading discount. The Fund is subject to risks that could have an adverse impact on its ability to maintain
level distributions. Examples of potential risks include, but are not limited to, economic downturns impacting the markets, investments
in foreign securities, foreign currency fluctuations and changes in the Code. Please refer to the Fund’s annual report for
a more complete description of its risks.
SRH Total Return Fund,
Inc. |
Table
of Contents |
Annual Report | November 30, 2024 |
1 |
SRH Total Return Fund, Inc. |
Performance Overview |
November 30, 2024 (Unaudited)
Annual Update:
The SRH Total Return Fund, Inc. (the “Fund”)
generated a return of 35.47% on net asset value (“NAV”) for the one-year period ended November 30, 2024 (the “Period”).
During the same Period, the S&P 500 Index returned 33.89%, the Dow Jones Industrial Average (“DJIA”) returned 27.19%,
and the Morningstar US Large Value Index returned 27.83%.
The Fund has outperformed the S&P 500
Index, DJIA, and Morningstar US Large Value Index on an annualized net assets basis since affiliates of SRH Advisors, LLC (“SRH”)
became investment advisers to the Fund in January of 2002.
On a market price basis, the Fund gained
29.37% for the Period, which represents underperformance relative to the Fund’s NAV return of 35.47%. The discount at the
beginning of the Period was -20.3%, and at the end of the Period it had widened to -23.9%.
More detail on various holding Period returns
can be found in the table below:
|
3 months |
6 months |
One Year |
Three Years* |
Five Years* |
Ten Years* |
Since January 2002** |
STEW (NAV) |
7.59% |
18.83% |
35.47% |
16.10% |
14.24% |
11.14% |
9.77% |
STEW (Market) |
6.35% |
17.05% |
29.37% |
12.82% |
11.98% |
10.59% |
8.31% |
S&P 500 Index† |
7.15% |
15.07% |
33.89% |
11.44% |
15.77% |
13.35% |
9.71% |
DJIA†† |
8.47% |
17.09% |
27.19% |
11.44% |
12.14% |
12.17% |
9.42% |
Morningstar US Large Value Index††† |
4.23% |
12.73% |
27.83% |
13.58% |
11.10% |
10.21% |
8.00% |
| ** | Annualized
since January 2002, when affiliates of SRH became investment advisers to the Fund. Does
not include the effect of dilution on non-participating stockholders from the December
2002 rights offering. |
| † | The
S&P 500 Index is widely regarded as the best single gauge of large-cap U.S. equities.
There is over USD 9.9 trillion indexed or benchmarked to the index, with indexed assets
comprising approximately USD 3.4 trillion of this total. The index includes 500 leading
companies and captures approximately 80% coverage of available market capitalization.
|
| †† | The
Dow Jones Industrial Average (“DJIA”), is a price-weighted measure of 30
U.S. blue-chip companies. The index covers all industries except transportation and utilities.
|
| ††† | The
Morningstar US Large Value Index measures the performance of U.S. large-cap stocks with
relatively low prices given anticipated per-share earnings, book value, cash flow, sales
and dividends. This Index does not incorporate Environment, Social, or Governance criteria.
|
The performance data quoted represents
past performance. Past performance is no guarantee of future results. Fund returns include reinvested dividends and distributions,
but do not reflect the reduction of taxes a stockholder would pay on Fund distributions or the sale of Fund shares and do not reflect
brokerage commissions, if any. Returns of the S&P 500 Index, the DJIA and Morningstar US Large Value Index include reinvested
dividends and distributions, but do not reflect the effect of commissions, expenses or taxes, as applicable. You cannot invest
directly in any of these indices. The investment return and the principal value of an investment will fluctuate and shares, if
sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data
quoted.
This has been an interesting year in the
market, and SRH is pleased with the NAV performance of the Fund. During the Period, the Fund not only outperformed the benchmarks
referenced above but also surpassed the 32.63% return of Berkshire Hathaway (BRK/A). We view any year the Fund’s NAV performance
surpasses its benchmarks, as well as its most concentrated position, as a strong year for the Fund. What makes this accomplishment
even more notable is the high performance of both the S&P 500 Index and Berkshire Hathaway. Historically, the Fund tends to
outperform during market
www.srhtotalreturnfund.com |
2 |
SRH Total Return Fund, Inc. |
Performance Overview |
November 30, 2024 (Unaudited)
downturns and underperform during significant
market upswings. To achieve outperformance in a year of substantial market gains is particularly gratifying to us as sub-advisor.
However, it is important to acknowledge
that the Fund’s discount has widened, which remains a challenge. The SRH investment team regularly discusses the persistence
of the discount and explores potential actions that could be recommended to the Fund’s Board of Directors (“Board”).
While numerous potential remedies have been considered, it is important to recognize that many of them benefit short-term shareholders,
often at the expense of long-term shareholders. Our investment philosophy remains firmly focused on the long-term horizon, as we
believe that investment success is driven by this approach. While we had hoped that strong NAV performance, combined with consistent
distribution increases, would positively impact the discount, it appears that further time or additional measures may be needed.
Turning to the broader market, equities
performed well during the Period. Notably, only four of the “Magnificent Seven” stocks outperformed the S&P 500
during the Period. This suggests that there was broader participation in the market rally, providing more opportunities for stock
selection to enhance returns. Concurrently, NVIDIA (NVDA) received considerable media attention, and we estimate that it contributed
6.0% to the S&P 500’s overall return during the Period. We remain hopeful that we are nearing the end of the market cycle
in which large cap technology stocks dominate, and are entering a phase where smaller, value-oriented stocks can perform well.
Nonetheless, we believe that by adhering to our disciplined investment philosophy, we will continue to identify idiosyncratic value
opportunities, regardless of the broader market environment.
The Fund follows a managed distribution
program that seeks to deliver part of the Fund’s long-term total return potential through regular quarterly distributions
at a fixed rate per share. Distributions under the managed distribution program may consist of net investment income, realized
capital gains and return of capital, or any combination thereof. During the Period, the Fund made quarterly distributions to shareholders
in aggregate totaling $0.55 per share, estimated to be comprised of net realized capital gains of $0.54 per share and return of
capital of $0.01 per share. A significant portion of the distributions are comprised of long-term capital gains because it is rare
for the Fund to hold a position less than one year. The managed distribution program did not have a material effect on the Fund’s
investment strategy over the Period.
For the fourth consecutive year, the Board
has approved an increase in the quarterly distribution. Effective January 2025, the distribution will increase by 20%. In our opinion,
the Fund’s managed distribution program aligns well with its low turnover, buy-and-hold investment strategy, both in terms
of its rate of growth and overall yield. SRH supports a distribution rate that is balanced – neither excessive nor unsustainable
– with a goal of the per share NAV of the Fund continuing to grow over the long term.
The largest contributors to performance
during the Period were Berkshire Hathaway, Inc. (BRK/A and BRK/B), which contributed 13.83%, and JPMorgan Chase & Co (JPM),
which contributed 6.23% to the total return on net assets. Conversely, the largest detractors from performance during the Period
were Intel Corp (INTC), which detracted -1.50%, and First Watch Restaurant Group (FWRG), which detracted -0.29% from the total
return on net assets.
During the Period, the Fund reduced its
position in Berkshire Hathaway (BRK/B). Full positions in NRG Energy (NRG) and Johnson & Johnson (JNJ) were sold. New positions
were initiated in Forward Air Corp (FWRD), First Watch Restaurant Group (FWRG), Interparfums Inc. (IPAR), and GFL Environmental
Inc. (GFL).
Annual Report | November 30, 2024 |
3 |
SRH Total Return Fund, Inc. |
Performance Overview |
November 30, 2024 (Unaudited)
The Fund repurchased and retired 626,974
shares of its Common Stock during the Period, at an average price of $14.83 per share. Since the Board reinstated the share repurchase
program in August 2017, the Fund has repurchased and retired a total of 9,655,317 shares at an average price of $10.64 per share.
The following table shows the top ten holdings
in the Fund as of November 30, 2024:
Holding |
Symbol(s) |
Percentage of Total
Managed Assets |
Berkshire Hathaway, Inc. |
BRK/A and BRK/B |
38.2% |
JPMorgan Chase & Co. |
JPM |
11.0% |
Enterprise Products Partners LP |
EPD |
5.4% |
Yum! Brands, Inc. |
YUM |
5.1% |
Evercore, Inc. |
EVR |
3.9% |
Cash and Short-Term Investments |
OPGXX |
3.7% |
Microsoft Corp. |
MSFT |
3.6% |
Cisco Systems, Inc. |
CSCO |
3.1% |
Cohen & Steers Infrastructure Fund, Inc. |
UTF |
3.1% |
Charles Schwab Corp. |
SCHW |
2.7% |
As always, we appreciate your continued support of the Fund.
Sincerely, |
|
|
|
|
|
|
|
Joel Looney |
Jacob Hemmer |
Portfolio Manager |
Portfolio Manager |
The views and opinions in the preceding
commentary are as of the date of this letter and are subject to change at any time. This material represents an assessment of the
market environment at a specific point in time, should not be relied upon as investment advice and is not intended to predict or
depict performance of any investment.
Portfolio weightings and other figures
in the foregoing commentary are provided as of period-end, unless otherwise stated.
Note to Stockholders on the Fund’s
Discount. As most stockholders are aware, the Fund’s shares presently trade at a significant discount to net asset value.
The Board is aware of this, monitors the discount and periodically reviews the limited options available to mitigate the discount.
In addition, there are several factors affecting the Fund’s discount over which the Board and management have little control.
In the end, the market sets the Fund’s share price. For long-term stockholders of a closed-end fund, we believe the Fund’s
discount should only be one of many factors taken into consideration at the time of your investment decision.
Note to Stockholders on Concentration
of Investments. The Board feels it is important that stockholders be aware of the Fund’s high concentration in a small
number of positions. Concentrating investments in fewer securities may involve a degree of risk that is greater than a fund having
less concentrated investments spread over a greater number of securities. In particular, the Fund is highly concentrated in Berkshire
Hathaway, Inc., which, in addition to other business risks, is largely dependent on
www.srhtotalreturnfund.com |
4 |
SRH Total Return Fund, Inc. |
Performance Overview |
November 30, 2024 (Unaudited)
Warren Buffett for major investment and capital allocation decisions.
When Mr. Buffett is no longer able to fulfill his responsibilities with Berkshire Hathaway, Inc., the value of the Fund’s
position in Berkshire Hathaway, Inc. could be materially impacted.
Annual Report | November 30, 2024 |
5 |
SRH Total Return Fund, Inc. |
Performance Overview |
November 30, 2024 (Unaudited)
Growth of $10,000 (as of November
30, 2024)
Comparison of change in value of a hypothetical
$10,000 investment in the Fund and the Underlying Indexes
![](https://www.sec.gov/Archives/edgar/data/102426/000183988225006722/srhncsr004.jpg)
Past performance does not guarantee future
results. Performance will fluctuate with changes in market conditions. Current performance may be lower or higher than the performance
data shown. Performance information does not reflect the deduction of taxes that stockholders would pay on Fund distributions or
the sale of Fund shares. An investment in the Fund involves risk, including loss of principal.
www.srhtotalreturnfund.com |
6 |
SRH Total Return Fund, Inc. |
Performance Overview |
November 30, 2024 (Unaudited)
The table below is a summary of the distributions
paid for the year ended November 30, 2024.
| | |
Per Share of Common Stock | |
| | |
Net Asset Value | | |
Market Price | | |
Distribution Paid* | |
| 1/31/2024 | | |
$ | 17.79 | | |
$ | 14.06 | | |
$ | 0.1375 | |
| 4/30/2024 | | |
| 18.27 | | |
| 14.25 | | |
| 0.1375 | |
| 7/31/2024 | | |
| 19.65 | | |
| 15.42 | | |
| 0.1375 | |
| 10/31/2024 | | |
| 20.08 | | |
| 15.50 | | |
| 0.1375 | |
| * | Please refer
to page 32 for classifications of distributions. |
INVESTMENTS AS A % OF NET ASSETS
APPLICABLE TO COMMON STOCKHOLDERS
![](https://www.sec.gov/Archives/edgar/data/102426/000183988225006722/srhncsr005.jpg)
Holdings are subject to change
Annual Report | November 30, 2024 |
7 |
SRH
Total Return Fund, Inc. |
Statement
of Investments |
November
30, 2024
Description | |
Shares | | |
Value
(Note 2) | |
LONG
TERM INVESTMENTS - 106.83% | |
| | | |
| | |
| |
| | | |
| | |
DOMESTIC
COMMON STOCK - 95.27% | |
| | | |
| | |
| |
| | | |
| | |
Capital
Goods - 2.87% | |
| | | |
| | |
Stanley
Black & Decker, Inc. | |
| 680,000 | | |
$ | 60,826,000 | |
| |
| | | |
| | |
Construction
Machinery - 1.92% | |
| | | |
| | |
Caterpillar,
Inc. | |
| 100,000 | | |
| 40,611,000 | |
| |
| | | |
| | |
Consumer
Discretionary Distribution - 1.94% | |
| | | |
| | |
eBay,
Inc. | |
| 650,000 | | |
| 41,138,500 | |
| |
| | | |
| | |
Consumer
Services - 6.44% | |
| | | |
| | |
First
Watch Restaurant Group, Inc.(a) | |
| 900,000 | | |
| 17,181,000 | |
Yum!
Brands, Inc. | |
| 858,000 | | |
| 119,210,520 | |
| |
| | | |
| 136,391,520 | |
Consumer
Staples Distribution - 2.16% | |
| | | |
| | |
Walmart,
Inc. | |
| 495,000 | | |
| 45,787,500 | |
| |
| | | |
| | |
Diversified
- 42.20% | |
| | | |
| | |
Berkshire
Hathaway, Inc., Class A(a)(b) | |
| 1,028 | | |
| 744,313,120 | |
Berkshire
Hathaway, Inc., Class B(a)(b) | |
| 310,000 | | |
| 149,736,200 | |
| |
| | | |
| 894,049,320 | |
Diversified
Financial Services - 22.97% | |
| | | |
| | |
American
Express Co.(c) | |
| 105,000 | | |
| 31,991,400 | |
Charles
Schwab Corp. | |
| 750,000 | | |
| 62,070,000 | |
Evercore,
Inc., Class A | |
| 300,000 | | |
| 92,370,000 | |
JPMorgan
Chase & Co. | |
| 1,028,000 | | |
| 256,712,160 | |
PayPal
Holdings, Inc.(a) | |
| 500,000 | | |
| 43,385,000 | |
| |
| | | |
| 486,528,560 | |
Household
& Personal Products - 1.88% | |
| | | |
| | |
Inter
Parfums, Inc. | |
| 290,000 | | |
| 39,921,400 | |
| |
| | | |
| | |
Insurance
- 2.76% | |
| | | |
| | |
Travelers
Cos., Inc. | |
| 220,000 | | |
| 58,528,800 | |
| |
| | | |
| | |
Semiconductors
- 1.36% | |
| | | |
| | |
Intel
Corp. | |
| 1,200,000 | | |
| 28,860,000 | |
| |
| | | |
| | |
Software
& Tech Services - 4.00% | |
| | | |
| | |
Microsoft
Corp. | |
| 200,000 | | |
| 84,692,000 | |
See
Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
8 |
SRH
Total Return Fund, Inc. |
Statement
of Investments |
November
30, 2024
Description | |
Shares | | |
Value
(Note 2) | |
Technology,
Hardware & Equipment - 3.47% | |
| | | |
| | |
Cisco
Systems, Inc. | |
| 1,240,000 | | |
$ | 73,420,400 | |
| |
| | | |
| | |
Transportation
- 1.30% | |
| | | |
| | |
Forward
Air Corp.(a) | |
| 750,000 | | |
| 27,517,500 | |
| |
| | | |
| | |
TOTAL
DOMESTIC COMMON STOCK | |
| | | |
| | |
(Cost
$539,908,400) | |
| | | |
| 2,018,272,500 | |
| |
| | | |
| | |
FOREIGN
COMMON STOCK - 2.22% | |
| | | |
| | |
| |
| | | |
| | |
Commercial
Services & Supplies - 2.22% | |
| | | |
| | |
GFL
Environmental, Inc. | |
| 1,000,000 | | |
| 47,100,000 | |
| |
| | | |
| | |
TOTAL
FOREIGN COMMON STOCK | |
| | | |
| | |
(Cost
$43,016,069) | |
| | | |
| 47,100,000 | |
| |
| | | |
| | |
CLOSED-END
FUNDS - 3.41% | |
| | | |
| | |
Cohen
& Steers Infrastructure Fund, Inc. | |
| 2,750,000 | | |
| 72,104,999 | |
| |
| | | |
| | |
TOTAL
CLOSED-END FUNDS | |
| | | |
| | |
(Cost
$37,425,470) | |
| | | |
| 72,104,999 | |
| |
| | | |
| | |
LIMITED
PARTNERSHIPS - 5.93% | |
| | | |
| | |
Enterprise
Products Partners LP | |
| 3,650,000 | | |
| 125,669,500 | |
| |
| | | |
| | |
TOTAL
LIMITED PARTNERSHIPS | |
| | | |
| | |
(Cost
$71,009,752) | |
| | | |
| 125,669,500 | |
| |
| | | |
| | |
TOTAL
LONG TERM INVESTMENTS | |
| | | |
| | |
(Cost
$691,359,691) | |
| | | |
| 2,263,146,999 | |
See
Accompanying Notes to Financial Statements.
Annual
Report | November 30, 2024 |
9 |
SRH
Total Return Fund, Inc. |
Statement
of Investments |
November
30, 2024
Description | |
Shares | | |
Value
(Note 2) | |
SHORT
TERM INVESTMENTS - 4.07% | |
| | | |
| | |
MONEY
MARKET FUNDS - 4.07% | |
| | | |
| | |
State
Street Institutional U.S. Government Money Market Fund, Opportunity Class, 7-Day Yield - 4.56% | |
| 86,331,848 | | |
$ | 86,331,848 | |
| |
| | | |
| | |
TOTAL
MONEY MARKET FUNDS | |
| | | |
| | |
(Cost
$86,331,848) | |
| | | |
| 86,331,848 | |
| |
| | | |
| | |
TOTAL
SHORT TERM INVESTMENTS | |
| | | |
| | |
(Cost
$86,331,848) | |
| | | |
| 86,331,848 | |
| |
| | | |
| | |
TOTAL
INVESTMENTS - 110.90% | |
| | | |
| 2,349,478,847 | |
(Cost $777,691,539) | |
| | | |
| | |
| |
| | | |
| | |
SENIOR
NOTES (NET OF DEFERRED OFFERING COST OF $1,450,081) - (10.55%) | |
| | | |
| (223,549,919 | ) |
| |
| | | |
| | |
OTHER
ASSETS AND LIABILITIES, NET - (0.35%) | |
| | | |
| (7,326,964 | ) |
| |
| | | |
| | |
NET
ASSETS APPLICABLE TO COMMON STOCKHOLDERS - 100.00% | |
| | | |
$ | 2,118,601,964 | |
| (a) | Non-income
producing security. |
| (b) | For
additional information on portfolio concentration, see Note 2. |
| (c) | A
portion of the security is held as collateral for the written call options in the amount
of $6,556,200. |
Percentages
are stated as a percent of Net Assets Applicable to Common Stockholders.
Written
Call Options:
Description | |
Exercise
Price | | |
Premiums
Received | | |
Expiration
Date | |
Number
of Contracts | | |
Notional
Value | | |
Value
(Note 2) | |
American
Express Co. | |
$ | 270 | | |
$ | 4,265,961 | | |
1/16/2026 | |
| (1,050) | | |
$ | (31,991,400 | ) | |
$ | (6,556,200 | ) |
| |
| | | |
$ | 4,265,961 | | |
| |
| | | |
$ | (31,991,400 | ) | |
$ | (6,556,200 | ) |
See
Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
10 |
SRH
Total Return Fund, Inc. |
Statement
of Assets and Liabilities |
November
30, 2024
ASSETS: | |
| |
Investments,
at value | |
| |
Cost
($777,691,539) | |
$ | 2,349,478,847 | |
Dividends
and interest receivable | |
| 1,507,004 | |
Prepaid
expenses and other assets | |
| 79,542 | |
Total
Assets | |
| 2,351,065,393 | |
| |
| | |
LIABILITIES: | |
| | |
Written
options, at value | |
| | |
(Premiums
received $4,265,961) | |
| 6,556,200 | |
Senior
notes (net of deferred offering cost of $1,450,081) (Note 10) | |
| 223,549,919 | |
Investment
advisory fees payable (Note 4) | |
| 1,646,939 | |
Interest
payable on senior notes (Note 10) | |
| 439,379 | |
Administration
fees payable (Note 4) | |
| 164,979 | |
Printing
fees payable | |
| 32,575 | |
Custody
fees payable | |
| 17,638 | |
Legal
fees payable | |
| 22,300 | |
Accrued
expenses and other payables | |
| 33,500 | |
Total
Liabilities | |
| 232,463,429 | |
NET
ASSETS APPLICABLE TO COMMON STOCKHOLDERS | |
$ | 2,118,601,964 | |
| |
| | |
NET
ASSETS (APPLICABLE TO COMMON STOCKHOLDERS) CONSIST OF: | |
| | |
Par value
of common stock (authorized 249,990,000 shares at $0.01 par value) | |
$ | 964,415 | |
Paid-in
capital in excess of par value of common stock | |
| 513,210,797 | |
Total
distributable earnings | |
| 1,604,426,752 | |
NET
ASSETS (APPLICABLE TO COMMON STOCKHOLDERS) | |
$ | 2,118,601,964 | |
| |
| | |
Net Asset
Value, Per Share of Common Stock Outstanding ($2,118,601,964/96,441,500 shares) | |
$ | 21.97 | |
See
Accompanying Notes to Financial Statements.
Annual
Report | November 30, 2024 |
11 |
SRH
Total Return Fund, Inc. |
Statement
of Operations |
For
the Year Ended November 30, 2024
INVESTMENT INCOME: | |
| |
Dividends | |
$ | 28,864,990 | |
Interest | |
| 6,725,842 | |
Total
Investment Income | |
| 35,590,832 | |
| |
| | |
EXPENSES: | |
| | |
Investment
advisory fees (Note 4) | |
| 18,515,458 | |
Interest
on senior notes (Note 10) | |
| 6,119,915 | |
Administration
fees (Note 4) | |
| 1,856,294 | |
Directors’
fees and expenses (Note 4) | |
| 243,473 | |
Printing
fees | |
| 98,518 | |
Legal
fees | |
| 114,822 | |
Custody
fees | |
| 52,651 | |
Insurance
expense | |
| 47,227 | |
Audit
and tax fees | |
| 45,200 | |
Transfer
agency fees | |
| 45,213 | |
Offering
costs (Note 10) | |
| 190,869 | |
Other | |
| 216,202 | |
Total
Expenses | |
| 27,545,842 | |
Net
Investment Income | |
| 8,044,990 | |
| |
| | |
REALIZED AND UNREALIZED
GAIN/(LOSS) ON INVESTMENTS: | |
| | |
Net
realized gain/(loss) on: | |
| | |
Investments | |
| 51,262,224 | |
Written
options | |
| (4,921,390 | ) |
Net
realized gain | |
| 46,340,834 | |
Long-term
capital gain distributions from other investment companies | |
| 1,441,153 | |
Net
change in unrealized appreciation/depreciation on: | |
| | |
Investments | |
| 496,365,599 | |
Written
options | |
| (4,762,634 | ) |
Net
change in unrealized appreciation | |
| 491,602,965 | |
NET
REALIZED AND UNREALIZED GAIN ON INVESTMENTS | |
| 539,384,952 | |
NET
INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM OPERATIONS | |
$ | 547,429,942 | |
See
Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
12 |
SRH
Total Return Fund, Inc. |
Statements
of Changes in Net Assets |
| |
For
the Year Ended November 30, 2024 | | |
For
the Year Ended November 30, 2023 | |
OPERATIONS: | |
| | | |
| | |
Net
investment income | |
$ | 8,044,990 | | |
$ | 11,493,968 | |
Net
realized gain on investments and written options | |
| 46,340,834 | | |
| 44,240,641 | |
Long-term
capital gain distributions from other investment companies | |
| 1,441,153 | | |
| 2,698,091 | |
Net
change in unrealized appreciation on investments and written options | |
| 491,602,965 | | |
| 81,879,653 | |
Net
Increase in Net Assets Applicable to Common Stockholders Resulting from Operations | |
| 547,429,942 | | |
| 140,312,353 | |
| |
| | | |
| | |
DISTRIBUTIONS
TO COMMON STOCKHOLDERS (NOTE 9): | |
| | | |
| | |
From
distributable earnings | |
| (52,352,982 | ) | |
| (48,632,411 | ) |
From
tax return of capital | |
| (850,558 | ) | |
| — | |
Total
Distributions: Common Stockholders | |
| (53,203,540 | ) | |
| (48,632,411 | ) |
| |
| | | |
| | |
CAPITAL
SHARE TRANSACTIONS (NOTE 8): | |
| | | |
| | |
Repurchase
of fund shares | |
| (9,297,208 | ) | |
| (3,536,681 | ) |
Net
Decrease in Net Assets from Capital Share Transactions | |
| (9,297,208 | ) | |
| (3,536,681 | ) |
| |
| | | |
| | |
Net
Increase in Net Assets Applicable to Common Stockholders | |
| 484,929,194 | | |
| 88,143,261 | |
| |
| | | |
| | |
NET
ASSETS: | |
| | | |
| | |
Beginning
of period | |
| 1,633,672,770 | | |
| 1,545,529,509 | |
End
of period | |
$ | 2,118,601,964 | | |
$ | 1,633,672,770 | |
See
Accompanying Notes to Financial Statements.
Annual
Report | November 30, 2024 |
13 |
SRH
Total Return Fund, Inc. |
Statement
of Cash Flows |
For
the Year Ended November 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| |
Net
increase in net assets applicable to Common Stockholders resulting from operations | |
$ | 547,429,942 | |
Adjustments
to reconcile change in net assets applicable to Common Stockholders resulting from operations to net cash provided by operating
activities: | |
| | |
Purchase
of investment securities | |
| (138,597,805 | ) |
Net
sales of short-term investment securities | |
| 54,694,802 | |
Proceeds
from disposition of investment securities | |
| 140,837,027 | |
Premiums
paid on closing written options transactions | |
| (10,026,597 | ) |
Premiums
received from written options transactions | |
| 6,048,273 | |
Net
realized (gain)/loss on: | |
| | |
Investments | |
| (52,703,377 | ) |
Written
options | |
| 4,921,390 | |
Net
change in unrealized appreciation/(depreciation) on: | |
| | |
Investments | |
| (496,365,599 | ) |
Written
options | |
| 4,762,634 | |
Amortization
of offering costs | |
| 190,869 | |
(Increase)/Decrease
in assets: | |
| | |
Dividends
and interest receivable | |
| 1,049,669 | |
Prepaid
expenses and other assets | |
| (7,212 | ) |
Increase/(Decrease)
in liabilities: | |
| | |
Interest
payable on senior notes | |
| 2,415 | |
Investment
advisory fees payable | |
| 302,168 | |
Administration
fees payable | |
| 29,995 | |
Directors’
fees and expenses payable | |
| (4,629 | ) |
Legal
fees payable | |
| 1,228 | |
Audit
and tax fees payable | |
| (43,500 | ) |
Custody
fees payable | |
| 9,362 | |
Printing
fees payable | |
| (47,769 | ) |
Accrued
expenses and other payables | |
| 17,462 | |
Net
Cash Provided by Operating Activities | |
| 62,500,748 | |
| |
| | |
CASH
FLOWS FROM FINANCING ACTIVITIES: | |
| | |
Cash
distributions paid to Common Stockholders | |
| (53,203,540 | ) |
Repurchase
of fund shares | |
| (9,297,208 | ) |
Net
Cash Used in Financing Activities | |
| (62,500,748 | ) |
| |
| | |
Net
increase in cash | |
| — | |
Cash,
beginning balance | |
| — | |
Cash,
ending balance | |
$ | — | |
| |
| | |
Cash
paid for interest on senior notes during the period was: | |
$ | 6,117,500 | |
See
Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
14 |
Page
Intentionally Left Blank
SRH
Total Return Fund, Inc. |
Financial
Highlights |
Contained
below is selected data for a share of common stock outstanding, total investment return, ratios to average net assets and other
supplemental data for the periods indicated. This information has been determined based upon information provided in the financial
statements and market price data for the Fund’s shares.
OPERATING
PERFORMANCE: |
Net
asset value — Beginning of Period |
INCOME
FROM INVESTMENT OPERATIONS: |
Net
investment income(a) |
Net
realized and unrealized gain/(loss) on investments |
Net
Increase from Operations Applicable to Common Stockholders |
DISTRIBUTIONS
TO COMMON STOCKHOLDERS |
Distributable
earnings |
Tax
return of capital |
Total
Distributions Paid to Common Stockholders |
CAPITAL
SHARE TRANSACTIONS: |
Impact
of Capital Share Transactions(a) |
Total
Capital Share Transactions |
Net
Increase/(Decrease) in Net Asset Value |
Common
Share Net Asset Value — End of Period |
Common
Share Market Price — End of Period |
Total
Return, Common Share Net Asset Value(b) |
Total
Return, Common Share Market Price(b) |
RATIOS
TO AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:(c) |
Ratio
of operating expenses to average net assets including waiver |
Ratio of operating
expenses to average net assets excluding waiver |
Ratio
of operating expenses to average net assets excluding interest on borrowings |
Ratio
of net investment income to average net assets including waiver |
Ratio
of net investment income to average net assets excluding waiver |
SUPPLEMENTAL
DATA: |
Portfolio
turnover rate |
Net
Assets Applicable to Common Stockholders, End of Period (000s) |
Number
of Common Shares Outstanding, End of Period (000s) |
BORROWINGS
AT END OF PERIOD |
Aggregate
Amount of Senior Notes Outstanding (000s) |
Asset
Coverage Per $1,000(g) |
See
Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
16 |
SRH
Total Return Fund, Inc. |
Financial
Highlights |
For
the Year Ended November 30, 2024 | | |
For
the Year Ended November 30, 2023 | | |
For
the Year Ended November 30, 2022 | | |
For
the Year Ended November 30, 2021 | | |
For
the Year Ended November 30, 2020 | |
| | |
| | |
| | |
| | |
| |
$ | 16.83 | | |
$ | 15.88 | | |
$ | 15.69 | | |
$ | 13.29 | | |
$ | 13.56 | |
| | | |
| | | |
| | | |
| | | |
| | |
| 0.08 | | |
| 0.12 | | |
| 0.11 | | |
| 0.01 | | |
| 0.06 | |
| 5.58 | | |
| 1.32 | | |
| 0.55 | | |
| 2.79 | | |
| (0.01 | ) |
| 5.66 | | |
| 1.44 | | |
| 0.66 | | |
| 2.80 | | |
| 0.05 | |
| | | |
| | | |
| | | |
| | | |
| | |
| (0.54 | ) | |
| (0.50 | ) | |
| (0.48 | ) | |
| (0.41 | ) | |
| (0.39 | ) |
| (0.01 | ) | |
| — | | |
| — | | |
| — | | |
| (0.02 | ) |
| (0.55 | ) | |
| (0.50 | ) | |
| (0.48 | ) | |
| (0.41 | ) | |
| (0.41 | ) |
| | | |
| | | |
| | | |
| | | |
| | |
| 0.03 | | |
| 0.01 | | |
| 0.01 | | |
| 0.01 | | |
| 0.09 | |
| 0.03 | | |
| 0.01 | | |
| 0.01 | | |
| 0.01 | | |
| 0.09 | |
| 5.14 | | |
| 0.95 | | |
| 0.19 | | |
| 2.40 | | |
| (0.27 | ) |
$ | 21.97 | | |
$ | 16.83 | | |
$ | 15.88 | | |
$ | 15.69 | | |
$ | 13.29 | |
$ | 16.73 | | |
$ | 13.42 | | |
$ | 13.31 | | |
$ | 13.02 | | |
$ | 10.91 | |
| 35.47 | % | |
| 10.06 | % | |
| 4.96 | % | |
| 21.86 | % | |
| 2.04 | % |
| 29.37 | % | |
| 4.71 | % | |
| 6.01 | % | |
| 23.18 | % | |
| (0.45 | %) |
| | | |
| | | |
| | | |
| | | |
| | |
| 1.49 | % | |
| 1.60 | % | |
| 1.61 | % | |
| 1.65 | %(d) | |
| 1.16 | %(d) |
| 1.49 | % | |
| 1.60 | % | |
| 1.61 | % | |
| 1.68 | % | |
| 1.17 | % |
| 1.16 | % | |
| 1.20 | % | |
| 1.20 | % | |
| 1.24 | % | |
| 1.12 | % |
| 0.44 | % | |
| 0.74 | % | |
| 0.70 | % | |
| 0.07 | %(d) | |
| 0.52 | %(d) |
| 0.44 | % | |
| 0.74 | % | |
| 0.70 | % | |
| 0.04 | % | |
| 0.51 | % |
| 7 | % | |
| 10 | % | |
| 10 | % | |
| 6 | % | |
| 6 | % |
$ | 2,118,602 | | |
$ | 1,633,673 | | |
$ | 1,545,530 | | |
$ | 1,534,631 | | |
$ | 1,305,895 | |
| 96,442 | | |
| 97,068 | | |
| 97,333 | | |
| 97,802 | | |
| 98,271 | |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 225,000 | (e)(f) | |
$ | 225,000 | (e)(f) | |
$ | 223,169 | (e) | |
$ | 222,978 | (e) | |
$ | 222,749 | (e) |
| 10,416 | | |
| 8,261 | | |
| 7,925 | | |
| 7,882 | | |
| 6,863 | |
See
Accompanying Notes to Financial Statements.
Annual
Report | November 30, 2024 |
17 |
SRH
Total Return Fund, Inc. |
Financial
Highlights |
| (a) | Calculated
based on the average number of common shares outstanding during each fiscal period. |
| (b) | Total
return based on per share net asset value reflects the effects of changes in net asset
value on the performance of the Fund during each fiscal period. Total return based on
common share market value assumes the purchase of common shares at the market price on
the first day and sale of common shares at the market price on the last day of the period
indicated. Dividends and distributions, if any, are assumed to be reinvested at prices
obtained under the Fund’s distribution reinvestment plan. |
| (c) | Ratios
do not reflect the proportionate share of income and expenses of the underlying investee
funds (i.e. those listed under Money Market Funds or Closed-End Funds on the Statement
of Investments). |
| (d) | Advisory,
sub-advisory and administration fees were voluntarily waived, on amounts attributable
to the proceeds of the senior notes issued that remained in cash or cash equivalents. |
See
Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
18 |
SRH
Total Return Fund, Inc. |
Notes
to Financial Statements |
|
November
30, 2024 |
NOTE
1. FUND ORGANIZATION
SRH
Total Return Fund, Inc. (the “Fund” or “STEW”), is a non-diversified, closed-end management company organized
as a Maryland corporation and is registered with the Securities and Exchange Commission (“SEC”) under the Investment
Company Act of 1940, as amended (the “1940 Act”).
The
Fund is considered an investment company for financial reporting purposes under generally accepted accounting principles in the
United States of America (“GAAP”) and accordingly follows the investment company accounting and reporting guidance
in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 Financial Services – Investment
Companies.
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
The
following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.
The preparation of financial statements is in accordance with GAAP, which requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting
period. Actual results could differ from those estimates.
Portfolio
Valuation: Equity securities including closed-end funds and limited partnerships for which market quotations are readily available
(including securities listed on national securities exchanges and those traded over-the-counter) are valued based on the last
sales price at the close of the applicable exchange. If such equity securities were not traded on the valuation date, but market
quotations are readily available, they are valued at the bid price provided by an independent pricing service or by principal
market makers. Equity securities traded on NASDAQ are valued at the NASDAQ Official Closing Price. Debt securities are valued
at the mean between the closing bid and asked prices, or based on a matrix system which utilizes information (such as credit ratings,
yields and maturities) from independent pricing services, principal market makers, or other independent sources. Money market
mutual funds are valued at their net asset value per share. Short-term fixed income securities such as Commercial Paper, Bankers
Acceptances and U.S. Treasury Bills, having a maturity of less than 60 days are valued using market quotations or a matrix method
provided by a pricing service. If prices are not available from the pricing service, then the securities will be priced at fair
value under procedures approved by the Board of Directors (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act,
the Board has designated the Fund's investment adviser, Paralel Advisors LLC ("Paralel" or the “Adviser”),
as the valuation designee (the "Valuation Designee") with respect to the fair valuation of the Fund's portfolio securities,
subject to oversight by and periodic reporting to the Board. Fair valued securities are those for which market quotations are
not readily available or where the pricing agent or market maker does not provide a valuation or methodology, or provides a valuation
or methodology that, in the judgment of the Adviser, does not represent fair value.
For
valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under certain circumstances described
below. If the Valuation Designee determines that developments between the close of a foreign market and the close of the New York
Stock Exchange (“NYSE”) will, in its judgment, materially affect the value of some or all of the Fund’s portfolio
securities, the Valuation Designee may adjust the previous closing prices to reflect what it believes to be the fair value of
the securities as of the close of the NYSE. In deciding whether it is necessary to adjust closing prices to reflect fair value,
the Valuation Designee reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities
markets, and the performance
Annual
Report | November 30, 2024 |
19 |
SRH
Total Return Fund, Inc. |
Notes
to Financial Statements |
|
November
30, 2024 |
of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities.
The Valuation Designee may also fair value securities in other situations, such as when a particular foreign market is closed
but the U.S. market is open. The Valuation Designee may use outside pricing services to provide it with closing prices. The Valuation
Designee may consider whether it is appropriate, in light of relevant circumstances, to adjust such valuation in accordance with
the Fund’s valuation procedures. The Valuation Designee cannot predict how often it will use closing prices and how often
it will determine it necessary to adjust those prices to reflect fair value. If the Valuation Designee adjusts prices, the Valuation
Designee will periodically compare closing prices, the next day’s opening prices in the same markets and those adjusted
prices as a means of evaluating its security valuation process.
Options
are valued at the mean of the highest bid and lowest ask prices on the principal exchange on which the option trades. If no quotations
are available, fair value procedures will be used. Fair value procedures will also be used for any options traded over-the-counter.
Various
inputs are used to determine the value of the Fund's investments. Observable inputs are inputs that reflect the assumptions market
participants would use based on market data obtained from sources independent of the reporting entity. Unobservable inputs are
inputs that reflect the reporting entity’s own assumptions based on the best information available in the circumstances.
These
inputs are summarized in the three broad levels listed below.
| Level 1
— | Unadjusted
quoted prices in active markets for identical investments that the Fund has the ability to access |
| Level
2 — |
Significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk,
etc.) |
| Level
3 — |
Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
www.srhtotalreturnfund.com |
20 |
SRH
Total Return Fund, Inc. |
Notes
to Financial Statements |
|
November
30, 2024 |
The
following is a summary of the Fund’s investments by inputs used to value those investments and other financial instruments
as of November 30, 2024:
Investments in Securities at Value* | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Domestic Common Stock | |
$ | 2,018,272,500 | | |
$ | — | | |
$ | — | | |
$ | 2,018,272,500 | |
Foreign Common Stock | |
| 47,100,000 | | |
| — | | |
| — | | |
| 47,100,000 | |
Closed-End Funds | |
| 72,104,999 | | |
| — | | |
| — | | |
| 72,104,999 | |
Limited Partnerships | |
| 125,669,500 | | |
| — | | |
| — | | |
| 125,669,500 | |
Money Market Funds | |
| 86,331,848 | | |
| — | | |
| — | | |
| 86,331,848 | |
TOTAL | |
$ | 2,349,478,847 | | |
$ | — | | |
$ | — | | |
$ | 2,349,478,847 | |
Other Financial Instruments** | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Written Call Options | |
$ | (6,556,200 | ) | |
$ | — | | |
$ | — | | |
$ | (6,556,200 | ) |
TOTAL | |
$ | (6,556,200 | ) | |
$ | — | | |
$ | — | | |
$ | (6,556,200 | ) |
| * | For
detailed descriptions and other security classifications, see the accompanying Statement
of Investments. |
| ** | Other
financial instruments are derivative instruments reflected in the Statement of Investments. |
Cash
and Cash Equivalents: Cash and cash equivalents may include demand deposits and highly liquid investments, typically with
original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value.
Securities
Transactions and Investment Income: Securities transactions are recorded as of the trade date. Realized gains and losses from
securities sold are recorded on the identified cost basis. Dividend income is recorded as of the ex-dividend date or for certain
foreign securities, when the information becomes available to the Fund. Certain dividend income from foreign securities will be
recorded, in the exercise of reasonable diligence, as soon as the Fund is informed of the dividend if such information is obtained
subsequent to the ex-dividend date and may be subject to withholding taxes in these jurisdictions. Withholding taxes on foreign
dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates.
Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Interest income,
including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis
using the effective yield method.
Foreign
Currency Transactions: The Fund may invest a portion of its assets in foreign securities. In the event that the Fund executes
a foreign security transaction, the Fund will generally enter into a forward foreign currency contract to settle the foreign security
transaction. Foreign securities may carry more risk than U.S. securities, such as political, market and currency risks. See Foreign
Issuer Risk under Note 6.
The
Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments
from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized
and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign
currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference
between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent
of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values
of
Annual
Report | November 30, 2024 |
21 |
SRH
Total Return Fund, Inc. |
Notes
to Financial Statements |
|
November
30, 2024 |
assets and liabilities, other than investments in securities at fiscal period-end, resulting from changes in exchange rates.
Distributions
to Common Stockholders: It is the Fund’s policy to distribute substantially all net investment income and net realized
gains to stockholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code
of 1986, as amended. Distributions to common stockholders are recorded on the ex-dividend date.
The
Fund intends to distribute its net realized capital gains, if any, at least annually. At times, to maintain a stable level of
distributions, the Fund may pay out less than all of its net investment income or pay out accumulated undistributed income, or
return capital, in addition to current net investment income. Any distribution that is treated as a return of capital generally
will reduce a stockholder's basis in his or her shares, which may increase the capital gain or reduce the capital loss realized
upon the sale of such shares. Any amounts received in excess of a stockholder's basis are generally treated as capital gain, assuming
the shares are held as capital assets.
Indemnifications:
The Fund’s organizational documents provide that its officers and directors are indemnified against certain liabilities
arising out of the performance of their duties to the Fund. In addition, both in some of its principal service contracts and in
the normal course of its business, the Fund enters into contracts that provide indemnifications to other parties for certain types
of losses or liabilities. The Fund’s maximum exposure under these arrangements is unknown as this could involve future claims
against the Fund.
Federal
Income Tax: For federal income tax purposes, the Fund currently qualifies, and intends to remain qualified as a regulated
investment company under the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended, by distributing substantially
all of its earnings to its stockholders. Accordingly, no provision for federal income or excise taxes has been made.
Income
and capital gain distributions are determined and characterized in accordance with income tax regulations, which may differ from
GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by
the Fund, timing differences and differing characterization of distributions made by the Fund as a whole.
As
of and during the year ended November 30, 2024, the Fund did not have a liability for any unrecognized tax benefits. The Fund
recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expenses, in the Statement of Operations.
The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination
by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after
the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated
no uncertain tax positions that require a provision for income taxes.
NOTE
3. DERIVATIVE FINANCIAL INSTRUMENTS
As
a part of its investment strategy, the Fund may invest to a lesser extent in derivatives contracts. In doing so, the Fund will
employ strategies in differing combinations to permit them to increase, decrease, or change the level or types of exposure to
market factors. Central to those strategies are features inherent in derivatives that make them more attractive for this purpose
than equity or debt securities; they require little or no initial cash investment, they can focus exposure on only certain selected
risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract.
This may allow the Fund to pursue its objectives more quickly
www.srhtotalreturnfund.com |
22 |
SRH
Total Return Fund, Inc. |
Notes
to Financial Statements |
|
November
30, 2024 |
and efficiently than if it were to make direct purchases or sales
of securities capable of affecting a similar response to market factors.
Risk
of Investing in Derivatives: The Fund’s use of derivatives can result in losses due to unanticipated changes in the
market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures
to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected,
resulting in losses for the combined or hedged positions.
Derivatives
may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains
or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative
to its net assets and can substantially increase the volatility of the Fund’s performance.
Associated
risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative
and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to,
per its investment objectives, but are the additional risks from investing in derivatives.
Examples
of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell or close out the derivative
in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the
Fund. In addition, use of derivatives may increase or decrease exposure to the following risk factors:
Equity
Risk: Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general
market. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that
follow.
Option
Contracts: The Fund may enter into options transactions for hedging purposes and for non-hedging purposes such as seeking
to enhance return. The Fund may write put and call options on any stocks or stock indices, currencies traded on domestic and foreign
securities exchanges, or futures contracts on stock indices, interest rates and currencies traded on domestic and, to the extent
permitted by the Commodity Futures Trading Commission, foreign exchanges. A call option on an asset written by the Fund obligates
the Fund to sell the specified asset to the holder (purchaser) at a stated price (the exercise price) if the option is exercised
before a specified date (the expiration date). A put option on an asset written by the Fund obligates the Fund to buy the specified
asset from the purchaser at the exercise price if the option is exercised before the expiration date. Premiums received when writing
options are recorded as liabilities and are subsequently adjusted to the current value of the options written. Premiums received
from writing options that expire are treated as realized gains. Premiums received from writing options, which are either exercised
or closed, are offset against the proceeds received or amount paid on the transaction to determine realized gains or losses.
Annual
Report | November 30, 2024 |
23 |
| SRH Total
Return Fund, Inc. | Notes
to Financial Statements |
November
30, 2024
For
the year ended November 30, 2024, the effects of derivative instruments on the Statement of Assets
and Liabilities were as follows:
Risk
Exposure | |
Asset
Derivatives Statement of Assets and Liabilities Location | |
Value | | |
Liability
Derivatives Statement of Assets and Liabilities Location | |
Value | |
Equity
Contracts
(Written Options) | |
N/A | |
| N/A | | |
Written
options, at value | |
$ | 6,556,200 | |
Total | |
| |
| — | | |
| |
$ | 6,556,200 | |
For
the year ended November 30, 2024, the effects of derivative instruments on the Statement of Operations
were as follows:
Risk
Exposure | |
Statement
of Operations Location | |
Realized
Gain/ (Loss) on Derivatives | | |
Change
in Unrealized Appreciation/ (Depreciation) on Derivatives | |
Equity
Contracts
(Written Options) | |
Net
realized loss on written options/
Net change in unrealized
depreciation on written options | |
$ | (4,921,390 | ) | |
$ | (4,762,634 | ) |
Total | |
| |
$ | (4,921,390 | ) | |
$ | (4,762,634 | ) |
The
average monthly notional value of written option contracts for the Fund was $37,554,883 during the year ended November 30, 2024.
NOTE
4. ADVISORY FEES, ADMINISTRATION FEES AND OTHER AGREEMENTS
Paralel
serves as the Fund’s investment adviser pursuant to an advisory agreement with the Fund. The Fund pays Paralel an annual
fee, calculated and paid monthly, equal to 0.90% of the first $2 billion of the Fund’s average Managed Assets, plus 0.80%
of the Fund’s average Managed Assets over $2 billion. “Managed Assets” means the total assets of the Fund, including
assets attributable to leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be
outstanding).
SRH
Advisors, LLC (formerly known as Rocky Mountain Advisers, LLC) (“SRH”) provides sub-advisory services to the Fund
pursuant to a sub-advisory agreement between SRH and Paralel. Paralel, not the Fund, pays SRH an annual sub-advisory fee, calculated
and paid monthly, equal to 0.77% of the first $2 billion of the Fund’s average Managed Assets, plus 0.68% of the Fund’s
average Managed Assets over $2 billion.
Paralel
Technologies LLC (“PRT”), an affiliate of Paralel, serves as the Fund’s administrator and provides all administrative
and fund accounting services to the Fund. As compensation for its services, PRT receives an annual fee, calculated and paid monthly,
equal to 0.09% of the first $2 billion of the Fund’s average Managed Assets, plus 0.075% of the Fund’s average Managed
Assets over $2 billion.
Paralel
is a wholly owned subsidiary of PRT. SRH may be deemed an affiliate of PRT and Paralel under the 1940 Act due to an indirect,
non-controlling investment in PRT by SLCT Holdings, LLC, a fully owned subsidiary of the Susan L. Ciciora Trust, which is also
the sole member of SRH. The Susan L. Ciciora Trust may be deemed an affiliate of the Fund.
www.srhtotalreturnfund.com |
24 |
| SRH Total
Return Fund, Inc. | Notes
to Financial Statements |
November
30, 2024
No
persons (other than the Independent Directors) receive compensation from the Fund for acting as a director or officer; however,
certain Directors and officers of the Fund are officers or employees of Paralel, SRH or PRT and may receive compensation in such
capacities. The Fund pays each member of the Board who is not a director, officer, employee, or affiliate of Paralel, SRH or PRT
or any of their affiliates (each an “Independent Director”) a fee of $40,000 per annum, plus $5,000 for each regular
quarterly 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 Lead Independent Director of the Board receives an additional $3,125 for attending each regular quarterly
meeting of the Board. The chairman of the Audit Committee receives an additional $3,000 for attending each regular meeting of
the Audit Committee. The Fund will reimburse all Directors for travel and out-of-pocket expenses incurred in connection with such
meetings.
State
Street Bank & Trust Company (“State Street”) serves as the Fund’s custodian. Computershare Shareowner Services
(“Computershare”) serves as the Fund’s common stock servicing agent, dividend-paying agent and registrar. As
compensation for State Street’s and Computershare’s services, the Fund pays each a monthly fee plus certain out-of-pocket
expenses.
NOTE
5. SECURITIES TRANSACTIONS
Purchases
and sales of securities, excluding short term securities, during the year ended November 30, 2024 were $138,597,805 and $138,974,537
respectively.
NOTE
6. PORTFOLIO INVESTMENTS AND CONCENTRATION
Under
normal market conditions, the Fund intends to invest at least 80% of its net assets in common stocks. Common stocks include dividend-paying
closed-end funds, open-end funds and REITs. The portion of the Fund’s assets that are not invested in common stocks may
be invested in fixed income securities and cash equivalents. The term “fixed income securities” includes bonds, U.S.
Government securities, notes, bills, debentures, preferred stocks, convertible securities, bank debt obligations, repurchase agreements
and short-term money market obligations.
Concentration
Risk: The Fund operates as a “non-diversified” investment company, as defined in the 1940 Act. As a result of
being “non-diversified” with respect to 50% of the Fund’s portfolio, the Fund must limit the portion of its
assets invested in the securities of a single issuer to 5%, measured at the time of purchase. In addition, no single investment
can exceed 25% of the Fund’s total assets at the time of purchase. A more concentrated portfolio may cause the Fund’s
net asset value to be more volatile and thus may subject stockholders to more risk. Thus, the volatility of the Fund’s net
asset value and its performance in general, depends disproportionately more on the performance of a smaller number of holdings
than that of a more diversified fund. As a result, the Fund is subject to a greater risk of loss than a fund that diversifies
its investments more broadly.
As
of November 30, 2024, the Fund held more than 25% of its assets in Berkshire Hathaway, Inc. In addition to market appreciation
of the issuer since the time of purchase, the Fund acquired additional interest in Berkshire Hathaway, Inc. in the March 20, 2015
reorganization. After the reorganization was completed, shares held of the issuer were liquidated to bring the concentration to
25%. Concentration of the Berkshire Hathaway, Inc. position was a direct result of market appreciation and decreased leverage
since the time the Fund and the funds acquired in the reorganization purchased the security.
Foreign
Issuer Risk: Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers.
These risks may include, but are not limited to: (i) less information about non-U.S. issuers or markets may be available due to
less rigorous disclosure, accounting standards
Annual
Report | November 30, 2024 |
25 |
| SRH Total
Return Fund, Inc. | Notes
to Financial Statements |
November
30, 2024
or
regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the Fund’s
adviser may not be able to sell the Fund’s portfolio securities at times, in amounts and at prices they consider reasonable;
(iii) currency exchange rates or controls may adversely affect the value of the Fund’s investments; (iv) the economies of
non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and
other non-U.S. taxes may decrease the Fund’s return.
NOTE
7. SIGNIFICANT STOCKHOLDERS
On
November 30, 2024, trusts and other entities and individuals affiliated with Stewart R. Horejsi and the Horejsi family owned 45,384,254
shares of Common Stock of the Fund, representing 47.06% of the total Common Stock outstanding.
NOTE
8. SHARE REPURCHASES AND REDEMPTIONS
In
accordance with Section 23(c) of the 1940 Act and the rules promulgated thereunder, the Fund may from time to time effect repurchases
and/or redemptions of its Common Stock.
For
the year ended November 30, 2024, the Fund repurchased 626,974 shares of Common Stock at a total purchase amount of $9,297,208
at an average discount of 21.85% of net asset value. For the year ended November 30, 2023, the Fund repurchased 264,644 shares
of Common Stock at a total purchase amount of $3,536,681 at an average discount of 18.93% of net asset value.
NOTE
9. TAX BASIS DISTRIBUTIONS AND TAX BASIS INFORMATION
As
determined on November 30, 2024, permanent differences resulting primarily from different book and tax accounting for partnership
investments were reclassified at fiscal year-end. These reclassifications had no effect on net increase in net assets resulting
from operations, net assets applicable to common stockholders or net asset value per common share outstanding. Permanent book
and tax basis differences of $(16,986) and $16,986 were reclassified at November 30, 2024 among paid-in capital and total distributable
earnings, respectively, for the Fund.
The
character of distributions paid on a tax basis during the year ended November 30, 2024 was as follows:
Distributions Paid From: | |
| | |
Ordinary Income | |
$ | 451,367 | |
Long-Term Capital Gain | |
| 51,901,615 | |
Tax Return
of Capital | |
| 850,558 | |
| |
$ | 53,203,540 | |
The
character of distributions paid on a tax basis during the year ended November 30, 2023 was as follows:
Distributions Paid From: | |
| | |
Ordinary Income | |
$ | 9,944,584 | |
Long-Term
Capital Gain | |
| 38,687,827 | |
| |
$ | 48,632,411 | |
www.srhtotalreturnfund.com |
26 |
| SRH Total
Return Fund, Inc. | Notes
to Financial Statements |
November
30, 2024
The
amount of net unrealized appreciation/(depreciation) and the cost of investment securities for tax purposes at November 30, 2024
were as follows:
Cost
of investments for income tax purposes | |
$ | 742,761,856 | |
Gross appreciation on investments (excess
of value over tax cost) | |
| 1,620,249,363 | |
Gross depreciation on investments (excess
of tax cost over value) | |
| (13,532,372 | ) |
Net depreciation
of written call options | |
| (2,290,239 | ) |
Net
unrealized appreciation on investments | |
$ | 1,604,426,752 | |
As
of November 30, 2024, the components of distributable earnings on a tax basis were as follows:
Unrealized
Appreciation | |
| 1,604,426,752 | |
Total | |
$ | 1,604,426,752 | |
The
primary difference between book and tax appreciation or depreciation of investments is investments in partnerships.
NOTE
10. SENIOR NOTES
On
November 5, 2020, the Fund issued senior unsecured notes (“Notes”) in an aggregate amount of $225,000,000 in three
fixed-rate series. The Notes were issued in private placement offerings to institutional investors and are not listed on any exchange
or automated quotation system. The note purchase agreement (the “Agreement”) contains various covenants related to
other indebtedness and limits on the Fund’s overall leverage. Under the 1940 Act and the terms of the Notes, the Fund may
not declare dividends or make other distributions on shares of its common stock or make purchases of such shares if, at any time
of the declaration, distribution or purchase, asset coverage with respect to senior securities representing indebtedness (including
the Notes) would be less than 300%.
The
table below sets forth a summary of the key terms of each series of Notes outstanding at November 30, 2024.
Series | | |
Principal
Outstanding
November 30,
2024 | | |
Payment
Frequency | |
Unamortized
Offering Costs | | |
Estimated
Fair Value November 30, 2024 | | |
Fixed
Interest Rate | | |
Maturity
Date |
A | | |
$ | 85,000,000 | | |
Semi-Annual | |
$ | 498,284 | | |
$ | 72,287,124 | | |
| 2.62 | % | |
November 5, 2030 |
B | | |
$ | 85,000,000 | | |
Semi-Annual | |
$ | 555,457 | | |
$ | 69,974,604 | | |
| 2.72 | % | |
November 5, 2032 |
C | | |
$ | 55,000,000 | | |
Semi-Annual | |
$ | 396,340 | | |
$ | 43,505,606 | | |
| 2.87 | % | |
November 5, 2035 |
The
Fund incurred costs in connection with the issuance of the Notes. These costs, totaling $2,226,190, were recorded as a deferred
charge and are being amortized over the respective life of each series of notes. Amortization of $190,869 is included as Offering
Costs on the Statement of Operations and the carrying amount on the Statement of Assets and Liabilities is equal to the principal
amount of the Notes less unamortized offering costs. The estimated fair value of the Notes was calculated, for disclosure purposes,
based on estimated market yields for comparable debt instruments with similar maturity and terms. The Fund categorizes the Notes
as Level 2 securities within the fair value hierarchy.
The
Fund shall at all times maintain a current rating given by a NRSRO (Nationally Recognized Statistical Rating Organization) of
at least Investment Grade with respect to the Notes and shall
Annual
Report | November 30, 2024 |
27 |
| SRH Total
Return Fund, Inc. | Notes
to Financial Statements |
November
30, 2024
not
at any time have any rating given by a NRSRO of less than Investment Grade with respect to the Notes. The Notes have been assigned
an ‘A’ long-term rating by Fitch Ratings.
At
November 30, 2024, the Fund was in compliance with all covenants under the Agreement.
www.srhtotalreturnfund.com |
28 |
SRH
Total Return Fund, Inc. |
Report
of Independent Registered
Public Accounting Firm |
To
the Shareholders and Board of Directors of |
SRH
Total Return Fund, Inc. |
Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities, including the statement of investments, of SRH Total Return
Fund, Inc. (the “Fund”) as of November 30, 2024, the related statements of operations and cash flows for the year
then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights
for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November
30, 2024, the results of its operations and its cash flows for the year then ended, the changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity
with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the
Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or
fraud.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as
of November 30, 2024, by correspondence with the custodian and broker. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
We
have served as the Fund’s auditor since 2018.
![](https://www.sec.gov/Archives/edgar/data/102426/000183988225006722/srhncsr006.jpg)
COHEN
& COMPANY, LTD.
Cleveland,
Ohio
January
24, 2025
Annual
Report | November 30, 2024 |
29 |
SRH
Total Return Fund, Inc. |
Additional
Information |
November
30, 2024 (Unaudited)
PORTFOLIO
INFORMATION
The
Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an
exhibit to its report on Form N-PORT. The Fund’s N-PORT reports are available (i) on the Fund’s website at www.srhtotalreturnfund.com;
or (ii) on the SEC’s website at www.sec.gov.
PROXY
VOTING
The
policies and procedures used by the Fund to determine how to vote proxies relating to portfolio securities held by the Fund are
available, without charge, (i) on the Fund’s website at www.srhtotalreturnfund.com, (ii) on the SEC’s website at www.sec.gov,
or (iii) by calling toll-free (877) 561-7914. Information regarding how the Fund voted proxies relating to portfolio securities
during the most recent twelve-month period ended June 30 is available at www.sec.gov.
SENIOR
OFFICER CODE OF ETHICS
The
Fund files a copy of its code of ethics that applies to its principal executive officer, principal financial officer or controller,
or persons performing similar functions (the “Senior Officer Code of Ethics”), with the SEC as an exhibit to its annual
report on Form N-CSR. The Fund’s Senior Officer Code of Ethics is available on the Fund’s website located at www.srhtotalreturnfund.com.
PRIVACY
STATEMENT
Pursuant
to SEC Regulation S-P (Privacy of Consumer Financial Information) the Board established the following policy regarding information
about the Fund’s stockholders. We consider all stockholder data to be private and confidential, and we hold ourselves to
the highest standards in its safekeeping and use.
General
Statement. The Fund may collect nonpublic information (e.g., your name, address, email address, Social Security Number, Fund
holdings (collectively, “Personal Information”)) about stockholders from transactions in Fund shares. The Fund will
not release Personal Information about current or former stockholders (except as permitted by law) unless one of the following
conditions is met: (i) we receive your prior written consent; (ii) we believe the recipient to be you or your authorized representative;
(iii) to service or support the business functions of the Fund (as explained in more detail below), or (iv) we are required by
law to release Personal Information to the recipient. The Fund has not and will not in the future give or sell Personal Information
about its current or former stockholders to any company, individual, or group (except as permitted by law) and as otherwise provided
in this policy.
In
the future, the Fund may make certain electronic services available to its stockholders and may solicit your email address and
contact you by email, telephone or U.S. mail regarding the availability of such services. The Fund may also contact stockholders
by email, telephone or U.S. mail in connection with these services, such as to confirm enrollment in electronic stockholder communications
or to update your Personal Information. In no event will the Fund transmit your Personal Information via email without your consent.
Use
of Personal Information. The Fund will only use Personal Information (i) as necessary to service or maintain stockholder accounts
in the ordinary course of business and (ii) to support business functions of the Fund and its affiliated businesses. This means
that the Fund may share certain Personal Information, only as permitted by law, with affiliated businesses of the Fund, and that
such information may be used for non-Fund-related solicitation. When Personal Information is
www.srhtotalreturnfund.com |
30 |
SRH
Total Return Fund, Inc. |
Additional
Information |
November
30, 2024 (Unaudited)
shared
with the Fund’s business affiliates, the Fund may do so without providing you the option of preventing these types of disclosures
as permitted by law.
Safeguards
Regarding Personal Information. Internally, we also restrict access to Personal Information to those who have a specific need
for the records. We maintain physical, electronic, and procedural safeguards that comply with federal standards to guard Personal
Information. Any doubts about the confidentiality of Personal Information, as required by law, are resolved in favor of confidentiality.
NOTICE
TO STOCKHOLDERS
The
Fund designated the following as a percentage of taxable ordinary income distributions, or up to the maximum amount allowable,
for the calendar year ended December 31, 2023:
Qualified
Dividend Income: |
100% |
|
|
Dividend
Received Deduction: |
100% |
In
early 2024, if applicable, stockholders of record received this information for the distributions paid to them by the Fund during
the calendar year 2023 via Form 1099. The Fund will notify shareholders in early 2025 of amounts paid to them by the Fund, if
any, during the calendar year ended 2024.
Pursuant
to Section 852(b)(3) of the Internal Revenue Code, the Fund designated $51,901,615 as long-term capital gain dividends for the
fiscal year ended November 30, 2024.
STOCKHOLDER
MEETING RESULTS
On
November 14, 2024, the Fund held its Annual Meeting of Stockholders to consider the proposals set forth below. The following votes
were recorded:
Proposal
1: To elect Class III Directors to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders.
Election
of Shane K. Quinlan
|
#
of Votes Cast |
%
of Votes Cast |
For |
77,824,309 |
91.325% |
Against/Withhold |
7,392,930 |
8.675% |
TOTAL |
85,217,239 |
100.00% |
|
|
|
Election
of Steven K. Norgaard |
|
|
|
|
|
|
#
of Votes Cast |
%
of Votes Cast |
For |
78,449,128 |
92.058% |
Against/Withhold |
6,768,111 |
7.942% |
TOTAL |
85,217,239 |
100.00% |
SECTION
19(A) NOTICES
The
following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company
Act of 1940, as amended, and the related rules adopted thereunder. The Fund estimates the following percentages, of the total
distribution amount per
Annual
Report | November 30, 2024 |
31 |
SRH
Total Return Fund, Inc. |
Additional
Information |
November
30, 2024 (Unaudited)
share,
attributable to (i) current and prior fiscal year net investment income, (ii) net realized short- term capital gain, (iii) net
realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount.
These percentages are disclosed for the fiscal year-to-date cumulative distribution amount per share for the Fund.
The
amounts and sources of distributions reported in these 19(a) notices are only estimates and not for tax reporting purposes. The
actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during
the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV
for the calendar year that will tell you how to report these distributions for federal income tax purposes.
|
|
|
|
%
Breakdown of the Total Cumulative |
Total
Cumulative Distributions for the year |
Distributions
for the year ended November |
ended
November 30, 2024 |
30,
2024 |
|
Net |
|
|
|
Net |
|
|
|
Realized |
|
Total
Per |
Net |
Realized |
|
Total
Per |
Net |
Capital |
Return
of |
Common |
Investment |
Capital |
Return
of |
Common |
Investment |
Gains |
Capital |
Share |
Income |
Gains |
Capital |
Share |
$0.06455 |
$0.39739 |
$0.08806 |
$0.55000 |
11.74% |
72.25% |
16.01% |
100.00% |
The
Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution
may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the
Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance and
should not be confused with `yield' or `income'.
Stockholders
should not draw any conclusions about the Fund's investment performance from the amount of the distribution or from the terms
of the Fund's Plan.
DISCLAIMER
The
Fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. or any of its affiliates (all such entities, collectively,
“Morningstar Entities”). The Morningstar Entities make no representation or warranty, express or implied, to the owners
of the Fund or any member of the public regarding the advisability of investing in mutual funds generally or in the Fund in particular
or the ability of the Morningstar Index Data to track general mutual fund market performance. THE MORNINGSTAR ENTITIES DO NOT
GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE MORNINGSTAR INDEX DATA OR ANY DATA INCLUDED THEREIN AND MORNINGSTAR ENTITIES
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.
www.srhtotalreturnfund.com |
32 |
|
Summary
of Dividend |
SRH
Total Return Fund, Inc. |
Reinvestment
Plan |
|
November
30, 2024 (Unaudited) |
Registered
holders (“Common Stockholders”) of common shares (the “Common Shares”) are automatically enrolled (the
“Participants”) in the Fund’s Dividend Reinvestment Plan (the “Plan”) whereupon all distributions
of income, capital gains or managed distributions (“Distributions”) are automatically reinvested in additional Common
Shares. Common Stockholders who elect to not participate in the Plan will receive all distributions in cash paid by check in U.S.
dollars mailed directly to the stockholders of record (or if the shares are held in street name or other nominee name, then the
nominee) by the custodian, as dividend disbursing agent.
Computershare
Shareowner Services (the “Agent”) serves as Agent for each Participant in administering the Plan. After the Fund declares
a Distribution, if (1) the net asset value per Common Share is equal to or less than the market price per Common Share plus estimated
brokerage commissions on the payment date for a Distribution, Participants will be issued Common Shares at the higher of net asset
value per Common Share or 95% of the market price per Common Share on the payment date; or if (2) the net asset value per Common
Share exceeds the market price plus estimated brokerage commissions on the payment date for a Distribution, the Agent shall apply
the amount of such Distribution to purchase Common Shares on the open market and Participants will receive the equivalent in Common
Shares valued at the weighted average market price (including brokerage commissions) determined as of the time of the purchase
(generally, following the payment date of the Distribution). If, before the Agent has completed its purchases, the market price
plus estimated brokerage commissions exceeds the net asset value of the Common Shares as of the payment date, the purchase price
paid by the Agent may exceed the net asset value of the Common Shares, resulting in the acquisition of fewer Common Shares than
if such Distribution had been paid in Common Shares issued by the Fund. If the Agent is unable to invest the full Distribution
amount in purchases in the open market or if the market discount shifts to a market premium during the purchase period then the
Agent may cease making purchases in the open market the instant the Agent is notified of a market premium and may invest the uninvested
portion of the Distribution in newly issued Common Shares at the net asset value per Common Share at the close of business provided
that, if the net asset value is less than or equal to 95% of the then current market price per Common Share, the dollar amount
of the Distribution will be divided by 95% of the market price on the payment date. The Fund will not issue Common Shares under
the Plan below net asset value.
There
is no charge to Participants for reinvesting Distributions, except for certain brokerage commissions, as described below. The
Agent’s fees for the handling of the reinvestment of Distributions will be paid by the Fund. There will be no brokerage
commissions charged with respect to shares issued directly by the Fund. However, each Participant will pay a pro rata share of
brokerage commissions incurred with respect to the Agent’s open market purchase in connection with the reinvestment of Distributions.
The automatic reinvestment of Distributions will not relieve Participants of any federal income tax that may be payable on such
Distributions.
The
Fund reserves the right to amend or terminate the Plan upon 90 days’ written notice to Common Stockholders of the Fund.
Participants
in the Plan may (i) request a certificate, (ii) request to sell their shares, or (iii) withdraw from the Plan upon written notice
to the Agent or by telephone in accordance with the specific procedures and will receive certificates for whole Common Shares
and cash for fractional Common Shares.
All
correspondence concerning the Plan should be directed to the Agent, Computershare Shareowner Services, P.O. Box 43078, Providence
RI 02940-3078. To receive a full copy of the Fund’s Dividend Reinvestment Plan, please contact the Agent at 1-866-228-4853.
Annual
Report | November 30, 2024 |
33 |
SRH
Total Return Fund, Inc.
|
Summary
of Updated Information
Regarding
the Fund
|
November
30, 2024 (Unaudited)
The
following information in this annual report is a summary of certain information about the Fund and changes since the last annual
report dated November 30, 2023 (the “prior disclosure date”). This information may not reflect all of the changes
that have occurred since you purchased shares of the Fund.
Investment
Objective. The Fund’s investment objective is total return.
Principal
Investment Strategies.
The
Fund seeks to produce both income and long-term capital appreciation by investing in a portfolio of equity and debt securities.
Under normal market conditions, the Fund invests at least 80% of its total assets in common stocks, primarily domestic common
stocks and secondarily in foreign common stocks denominated in foreign currencies; investments in common stocks may include, but
are not limited to, investment companies whose objective is income, real estate investment trusts (“REITs”), and other
dividend-paying common stocks. The portion of the Fund’s assets that is not invested in common stocks may be invested in
fixed income securities, cash equivalents and other income-producing securities. The Fund has no limitation on the amount of its
assets that may be invested in securities which are not readily marketable or are subject to restrictions on resale. The Fund
may not, as a matter of fundamental policy, invest in the securities of companies conducting their principal business activity
in the same industry if, immediately after such investment, the value of its investments in such industry would exceed 25% of
the value of its total assets.
The
Fund is a “non-diversified” investment company, as defined in the Investment Company Act of 1940, as amended (the “1940
Act”), which means that it is permitted to invest its assets in a more limited number of issuers than “diversified”
investment companies. A diversified company may not, with respect to 75% of its total assets, invest more than 5% of its total
assets in the securities of any one issuer and may not own more than 10% of the outstanding voting securities of any one issuer.
However, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), (A) not more than 25% of
the Fund’s total assets may be invested in securities of any one issuer (other than U.S. government securities and RICs) or of
any two or more issuers controlled by the Fund which may be deemed to be engaged in the same, similar or related trades or businesses;
and (B) with respect to 50% of the total value of the Fund’s portfolio, (i) the Fund must limit to 5% the portion of its assets
invested in the securities of a single issuer (other than U.S. government securities and RICs), and (ii) the Fund may not own
more than 10% of the outstanding voting securities of any one issuer (other than U.S. government securities and RICs). The Fund
intends to concentrate its common stock investments in a few issuers and to take large positions in those issuers, consistent
with being a “non-diversified” fund. As a result, the Fund may be subject to a greater risk of loss than a diversified
fund or a fund that has diversified its investments more broadly. Taking larger positions is also likely to increase the volatility
of the Fund’s NAV, reflecting fluctuation in the value of large Fund holdings.
Limitations
on investments expressed in percentages are measured and are applicable only at the time of investment. They are not measured
or applied on an ongoing basis. There is no requirement for the Fund to sell or change its portfolio investments resulting from
changes in the valuations of such investments.
Leverage
Under
normal market conditions, the Fund may utilize leverage through Borrowings (defined below) and the issuance of preferred shares
(if any) in an amount that represents approximately 33 1/3% or less of the Fund’s total assets, including proceeds from such Borrowings
and issuances (or approximately 50% of the Fund’s net assets). “Borrowings” are defined as: amounts received by the
www.srhtotalreturnfund.com |
34 |
SRH
Total Return Fund, Inc.
|
Summary
of Updated Information
Regarding
the Fund
|
November
30, 2024 (Unaudited)
Fund
pursuant to loans from banks or other financial institutions; amounts borrowed from banks or other parties using reverse repurchase
agreements; or amounts received by the Fund from the Fund’s issuance of any senior notes or similar debt securities. Other than
with respect to reverse repurchase agreements, Borrowings do not include trading practices or instruments that, according to the
SEC or its staff, may cause senior securities concerns.
The
Adviser is responsible for making recommendations to the Board regarding the Fund’s use of Borrowings. On November 5, 2020 the
Fund issued senior unsecured notes (“Notes”) in an aggregate amount of $225,000,000 in three fixed-rate series. The
10-, 12-, and 15-year series will pay interest semi-annually at the rate of 2.62%, 2.72%, and 2.87%, respectively. The Fund must
experience a 2.72% rate of return in order to cover annual interest payments on the Notes. The Notes were issued in private placement
offerings to institutional investors and are not listed on any exchange or automated quotation system. There can be no assurance
that the use of leverage will be successful in enhancing the level of the Fund’s total return.
Effects
of Leverage
The
following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on Fund
share total return, assuming investment portfolio total returns (comprised of income and changes in the value of securities held
in the Fund’s portfolio) of minus 10% to plus 10%. These assumed investment portfolio total returns are hypothetical figures and
are not necessarily indicative of the investment portfolio total returns experienced or expected to be experienced by the Fund.
Further, the assumed investment portfolio total returns are after (net of) all of the Fund’s expenses other than expenses associated
with leverage); but such leverage expenses are deducted when determining the Fund share total return. See “Risk Factors.”
The table further reflects the use of leverage representing 9.57% of the Fund’s total assets and estimated leverage costs of 2.72%.
Assumed
Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Fund
Share Total Return |
-11.76% |
-6.07% |
-0.37% |
5.32% |
11.01% |
Corresponding
Fund share total return is composed of two elements: Fund dividends paid by the Fund (the amount of which is largely determined
by the Fund’s net distributable income after paying interest or dividends on the Fund’s leverage) and gains or losses on the value
of the securities the Fund owns. As required by SEC rules, the table above assumes that the Fund is more likely to suffer capital
losses than to enjoy capital appreciation. For example, to assume a total return of 0% would assume that the distributions the
Fund receives on its investments are entirely offset by losses in the value of those securities.
Risk
Factors
Investment
in the Fund may not be appropriate for all investors. The Fund is not intended to be a complete investment program and, due to
the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. Investors
should consider their long-term investment goals and financial needs when making an investment decision with respect to the Fund.
An investment in the Fund is intended to be a long-term investment, and you should not view the Fund as a trading vehicle. Your
shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of
Fund dividends and distributions, if applicable.
Investments
in Common Stocks. The Fund intends to invest, under normal market conditions, at least 80% of its total assets in publicly
traded common stocks. Common stocks generally have greater risk exposure and reward potential over time than bonds. The volatility
of common stock prices has
Annual
Report | November 30, 2024
|
35 |
SRH
Total Return Fund, Inc.
|
Summary
of Updated Information
Regarding
the Fund
|
November
30, 2024 (Unaudited)
historically
been greater than bonds, and as the Fund invests primarily in common stocks, the Fund’s NAV may also be volatile. Further,
because the time horizon for the Fund’s investments in common stock is longer, the time necessary for the Fund to achieve
its objective of total return will likely be longer than for a fund that invests solely for income.
Fixed
Income Securities. The Fund may invest in fixed income securities from time to time. Fixed income securities are affected
by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the
average maturity of the bonds held by a Fund, the more sensitive the Fund is likely to be to interest-rate changes. There is the
possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest
payments.
Non-Diversified
Status Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater
portion of its assets in securities of a single issuer than a “diversified” fund. The Fund will therefore be more
susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.
The Fund intends to diversify its investments to the extent necessary to qualify, and maintain its status, as a regulated investment
company under U.S. federal income tax laws.
Issuer
Focus Risk. The Fund may hold significant positions in a few issuers. Taking larger positions is likely to increase the volatility
of the Fund’s NAV, reflecting fluctuation in the value of large Fund holdings. In addition, both the Code and 1940 Act allow
positions in single issuers to exceed statutory diversification thresholds if the excess occurs as a result of market variations.
In such cases, the Fund may continue to hold such excess positions for the sake of tax efficiency. Thus, in such circumstances,
the Fund may be even more susceptible to being adversely affected by any corporate, economic, political or regulatory occurrence
affecting issuer positions which exceed such thresholds. Note that the risk described here is distinct from the risk of concentration
as the term is generally understood under the 1940 Act, which refers whether a particular fund invests in excess of 25% of its
total assets in issuers within the same industry or group of industries. As a matter of fundamental policy, the Fund may not invest
in the securities of companies conducting their principal business activity in the same industry if, immediately after such investment,
the value of its investments in such industry would exceed 25% of the value of its total assets.
Investments
in Mid- and Small-cap Securities. The Fund may invest in small- and mid-cap companies from time to time. Generally, small-cap
stocks are those securities issued by companies with a total market capitalization of between $250 million to $2 billion, and
mid-cap stocks are those securities issued by companies with a total market capitalization of between $2 billion to $10 billion.
Small- and mid-cap stocks in which the Fund may invest may present greater opportunities for capital growth than larger companies,
but also may be more volatile and subject to greater risk. The small- and mid-cap stocks in which the Fund may invest may present
greater opportunities for capital growth than larger companies, but also may be more volatile and subject to greater risk. This
is because smaller companies generally may have limited financial resources, product lines and markets, and their securities may
trade less frequently and in more limited volumes than the securities of larger companies, which could lead to higher transaction
costs and reduced returns to holders of these securities, including potentially the Fund. In addition, there may be less publicly
available information about smaller companies which can also lead to higher risk in terms of arriving at an accurate valuation
for these smaller companies.
Leveraging
Risk. The Fund currently uses leverage. Use of leverage may have a number of adverse effects on the Fund and its stockholders
including without limitation: (i) leverage may magnify market fluctuations in the Fund’s underlying holdings thus causing
a disproportionate change in the
www.srhtotalreturnfund.com |
36 |
SRH
Total Return Fund, Inc.
|
Summary
of Updated Information
Regarding
the Fund
|
November
30, 2024 (Unaudited)
Fund’s
NAV; and (ii) the Fund’s cost of leverage may exceed the return on the underlying securities acquired with the proceeds
of the leverage, thereby diminishing rather than enhancing the return to stockholders and generally making the Fund’s total
return to stockholders more volatile.
Discount
From NAV. The common stock of closed-end funds frequently trades at market prices less than the value of the net assets attributable
to those shares (a “discount”). The possibility that the Fund’s shares will trade at a discount from NAV is
a risk separate and distinct from the risk that the Fund’s NAV will decrease. The risk of purchasing shares of a closed-end
fund that might trade at a discount is more pronounced for investors who wish to sell their shares in a relatively short period
of time because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon the
existence of a premium or discount than upon portfolio performance.
Repurchase
of Fund Shares. The Fund is authorized to repurchase shares on the open market when the shares are trading at a discount from
NAV per share as determined by the Board from time to time. Any acquisition of shares by the Fund will decrease the total assets
of the Fund and, therefore, have the effect of increasing the Fund’s expense ratio and may adversely affect the ability
of the Fund to achieve its investment objective.
Issuer
Risk. The value of the Fund’s portfolio may decline for a number of reasons directly related to the issuers of the securities
in the portfolio, such as management performance, financial leverage and reduced demand for an issuer’s goods and services.
Inflation
Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the Fund’s portfolio can decline.
Foreign
Securities Risk. The Fund is permitted to invest in foreign securities without limitation. Investment in non-U.S. issuers
may involve unique risks compared to investing in securities of U.S. issuers. These risks are more pronounced to the extent that
the Fund invests a significant portion of its non-U.S. investments in one region or in the securities of emerging market issuers.
Currency
Risk. The Fund can hold investments in foreign securities and thus a portion of the Fund’s assets may be quoted or
denominated in non-U.S. currencies. These securities may be adversely affected by fluctuations in relative currency exchange
rates and by exchange control regulations. The Fund’s investment performance may be negatively affected by a
devaluation of a currency in which the Fund’s investments are quoted or denominated. Further, the Fund’s
investment performance may be significantly affected, either positively or negatively, by currency exchange rates because the
U.S. dollar value of securities quoted or denominated in another currency will increase or decrease in response to changes in
the value of such currency in relation to the U.S. dollar.
Investments
in Registered Investment Companies. The Fund may invest in securities issued by other registered investment companies subject
to such limitations, restrictions and conditions as imposed by Federal law. Accordingly, the Fund will be subject to the particular
risks associated with investing in other funds that are separate from risks associated with the underlying investments held by
such registered investment companies. Both the Fund and any registered investment companies in which it invests pay management
fees. In addition, the registered investment companies in which the Fund invests will typically incur other operating expenses
that are borne by their investors, including the Fund. As a result, Fund stockholders will bear not only the Fund’s management
fees and operating expenses, but also the fees and expenses of the registered investment companies in which the Fund invests.
Investors would bear less expense if they invested directly in the underlying registered investment companies in which the Fund
invests. The Fund may also invest in registered investment
Annual
Report | November 30, 2024
|
37 |
SRH
Total Return Fund, Inc.
|
Summary
of Updated Information
Regarding
the Fund
|
November
30, 2024 (Unaudited)
companies
that are not limited in their portfolio trading activity and thus may experience high portfolio turnover rates. Higher turnover
rates generally result in correspondingly greater brokerage commissions and other transactional expenses which may be borne by
the Fund, directly or through its investment in registered investment companies.
Liquidity
Risk. Although the Fund invests primarily in securities traded on national exchanges, it may invest in less liquid assets
from time to time that are not readily marketable and may be subject to restrictions on resale. Illiquid securities may be more
difficult to value or may impair the Fund’s ability to realize the full value of its assets in the event of a voluntary
or involuntary liquidation of such assets and thus may cause a decline in the Fund’s NAV. The Fund is not limited in the
amount of its assets that may be invested in securities which are not readily marketable or are subject to restrictions on resale,
although it may not invest more than 30% of the value of its total assets in securities which have been acquired through private
placement. In certain situations, the Fund could find it more difficult to sell such securities at times, in amounts and at prices
they consider reasonable.
Derivatives
Risk. The Fund’s use of derivative instruments (such as options, futures and swaps) could produce disproportionate gains
or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly
greater than, the risks associated with investing directly in securities and other traditional investments (including, for example,
risks associated with the creditworthiness of counterparties). The Fund may also be indirectly exposed to derivatives risk through
an underlying fund’s use of such instruments. Under certain market conditions, derivatives may become harder to value or
sell at a fair price, and may thus entail liquidity risks.
Anti-Takeover
Risk. The Fund’s constituent documents, as amended, include provisions that could limit the ability of other entities
or persons to acquire control of the Fund or to change the composition of its Board. Such provisions could limit the ability of
stockholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain
control of the Fund. These provisions include, for example, mechanisms governing the consideration of certain matters at stockholder
meetings and special voting requirements for the approval of certain transactions. The Fund’s Board is also “classified,”
which means that membership of the Board is divided into separate classes, each class serving staggered terms. Finally, trusts
and other entities and individuals affiliated with Stewart R. Horejsi and the Horejsi family will continue to own a substantial
portion of the Fund’s common shares and thus may discourage a third party from seeking to obtain control of the Fund. Such
structures and share ownership may have the overall effect of making any hostile attempt to take control of the Fund through a
proxy contest more difficult.
Market
Disruption and Geopolitical Risk. The value of your investment in the Fund is based on the values of the Fund’s investments,
which may change due to economic and other events that affect markets generally, as well as those that affect particular regions,
countries, industries, companies or governments. These movements, sometimes called volatility, may be greater or less depending
on the types of securities the Fund owns and the markets in which the securities trade. The increasing interconnectivity between
global economies and financial markets increases the likelihood that events or conditions in one region or financial market may
adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform
due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural
disasters, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of
global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political
discord or debt crises and
www.srhtotalreturnfund.com |
38 |
SRH
Total Return Fund, Inc.
|
Summary
of Updated Information
Regarding
the Fund
|
November
30, 2024 (Unaudited)
downgrades,
among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The
occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S.
or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s)
could have a significant adverse impact on the value, liquidity and risk profile of the Fund’s portfolio, as well as its
ability to sell securities to meet redemptions. There is a risk that you may lose money by investing in the Fund.
Social,
political, economic and other conditions and events, such as natural disasters, health emergencies (e.g., epidemics and pandemics),
terrorism, conflicts and social unrest, may occur and could significantly impact issuers, industries, governments and other systems,
including the financial markets. As global systems, economies and financial markets are increasingly interconnected, events that
once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region
or financial market will, more frequently, adversely impact issuers in other countries, regions or markets. These impacts can
be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. These types of events
quickly and significantly impact markets in the U.S. and across the globe leading to extreme market volatility and disruption.
The value of the Fund’s investment may decrease as a result of such events, particularly if these events adversely impact
the operations and effectiveness of the adviser, sub-adviser or other key service providers or if these events disrupt systems
and processes necessary or beneficial to the investment advisory activities utilized to the benefit of the Fund.
Cybersecurity
Risk. In connection with the increased use of technologies such as the Internet and the dependence on computer systems to
perform necessary business functions, the Fund is susceptible to operational, information security, and related risks due to the
possibility of cyber- attacks or other incidents. Cyber incidents may result from deliberate attacks or unintentional events.
Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized
access to systems, networks, or devices that are used to service the Fund’s operations through hacking or other means for
the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks
may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks
(which can make a website unavailable) on the Fund’s website. In addition, authorized persons could inadvertently or intentionally
release confidential or proprietary information stored on a Fund’s systems.
Cyber
security failures or breaches by the Fund’s service providers (including, but not limited to, the adviser, distributor,
custodian, transfer agent, financial intermediaries, and sub-adviser) may cause disruptions and impact the service providers’
and the Fund’s business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact
business and the Fund to process transactions, inability to calculate the Fund’s net asset value, violations of applicable
privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional
compliance costs. The Fund and its shareholders could be negatively impacted as a result of successful cyber-attacks against,
or security breakdowns of, the Fund or its third party service providers.
The
Fund may incur substantial costs to prevent or address cyber incidents in the future. In addition, there is a possibility that
certain risks have not been adequately identified or prepared for. Furthermore, the Fund cannot directly control any cyber security
plans and systems put in place by third party service providers. Cyber security risks are also present for issuers of securities
in which
Annual
Report | November 30, 2024
|
39 |
SRH
Total Return Fund, Inc.
|
Summary
of Updated Information
Regarding
the Fund
|
November
30, 2024 (Unaudited)
the
Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment
in such securities to lose value.
Fundamental
Investment Restrictions
The
following investment restrictions of the Fund are designated as fundamental policies and as such cannot be changed without the
approval of the holders of a majority of the Fund’s outstanding voting securities, which as used in this annual report means the
lesser of (a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders of more than 50% of the
outstanding shares are present or represented at the meeting or (b) more than 50% of outstanding shares of the Fund. As a matter
of fundamental policy the Fund may not:
| (1) | Issue
any senior securities except as permitted under the 1940 Act. |
| (2) | Invest
in the securities of companies conducting their principal business activity in the same
industry if, immediately after such investment, the value of its investments in such
industry would exceed 25% of the value of its total assets. |
| (3) | Participate
on a joint or a joint and several basis in any trading account in securities, except
that the Fund may, to the extent permitted by rules, regulations or orders of the Securities
and Exchange Commission (the “SEC”), combine orders with others for the purchases
and sales of securities in order to achieve the best overall execution. |
| (4) | Purchase
or sell interests in oil, gas or other mineral exploration or development programs. |
| (5) | Purchase
or sell real estate, except that the Fund may purchase or sell interests in REITs and
securities secured by real estate or interests therein issued by companies owning real
estate or interest therein. |
| (6) | Purchase
or sell commodities or commodity contracts. |
| (7) | Make
loans other than through the purchase of debt securities in private placements and the
loaning of portfolio securities. |
| (8) | Borrow
money in an amount exceeding the maximum permitted under the 1940 Act. |
| (9) | Underwrite
securities of other issuers, except insofar as it may be deemed to be an underwriter
in selling a portfolio security which may require registration under the Securities Act
of 1933, as amended (the “Securities Act”). |
| (10) | Invest
more than 30% of the value of its total assets in securities which have been acquired
through private placements. |
| (11) | Purchase
or retain the securities of any issuer, if, to the Fund’s knowledge, those officers
and directors of the Fund or its investment advisers who individually own beneficially
more than 1/2 of 1% of the outstanding securities of such issuer, together own beneficially
more than 5% of such outstanding securities. |
| (12) | Pledge,
mortgage or hypothecate its assets except in connection with permitted borrowing and
to the extent related to transactions in which the Fund is authorized to engage. |
Portfolio
Manager Information
Since
the prior disclosure date, there have been no changes in the Fund’s portfolio managers or background.
Fund
Organizational Structure
Since
the prior disclosure date, there have been no changes in the Fund’s charter or by-laws that would delay or prevent a change
of control of the Fund that have not been approved by stockholders.
www.srhtotalreturnfund.com |
40 |
SRH Total Return Fund, Inc. |
Directors
& Officers |
November
30, 2024 (Unaudited)
INDEPENDENT
DIRECTORS*
Name,
Age and
Address(1) |
Position(s)
Held with
Fund |
Term
of
Office and
Length of
Time Served |
Principal
Occupation(s) During
Past 5 Years |
Number
of
Portfolios
in Fund
Complex
Overseen by
Director(2) |
Other
Directorships
Held by
Director |
Thomas
J. Moore
Birth Year: 1965 |
Class
I Director |
Term
expires 2025. Director since 2023 |
Chief
Financial Officer, Vertex (2023-2024); Senior Partner, CPA at Ernst & Young, LLP (2005-2023) |
1 |
None |
Shane
K. Quinlan
Birth Year: 1994 |
Class
III Director |
Term
expires 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
expires 2027; Director since 2011. |
Attorney
(since 1990), Steven K. Norgaard, P.C. (law firm). |
3 |
Frontier
Funds (2 Funds) (since 2013); Elevation Series Trust (5 Funds) (since 2022) |
Annual
Report | November 30, 2024 |
41 |
SRH Total Return Fund, Inc. |
Directors
& Officers |
November
30, 2024 (Unaudited)
INTERESTED
DIRECTORS*
Name,
Age and
Address(1) |
Position(s)
Held with
Fund |
Term
of
Office and
Length of
Time Served |
Principal
Occupation(s) During
Past 5 Years |
Number
of
Portfolios
in Fund
Complex
Overseen by
Director(2) |
Other
Directorships
Held by
Director |
Joel
W. Looney
Birth Year: 1961(3) |
Chairman
and Class II Director; President of the Fund |
Term
expires 2026; Director since 2002; Chairman since 2003; President since 2018. |
Chief
Investment Officer (since April 2022), President (since June 2017) and Asst. Investment Officer (2013-2022), SRH Advisors,
LLC (“SRH”); Manager (since June 2017), Fund Administrative Services, LLC (“FAS”); President (since
2018). |
1 |
None |
Nicole
L. Murphey
Birth Year: 1977(3) |
Class
I Director |
Term
expires 2025; 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 Office (2019-2023), R3 Returns, LLC; Vice President
and Treasurer of SRH (2011-2018) and Assistant Manager of FAS (2011-2018). |
1 |
None |
*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.”
| (1) | Unless
otherwise specified, the Directors’ and Director Nominees’ respective addresses
are 1700 Broadway, Suite 1850 Denver, CO 80290. |
| (2) | 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. |
| (3) | Mr.
Looney is considered an “interested person” by virtue of being the President
and Chief Investment Officer of SRH and an employee of FAS, an affiliate of SRH. Ms.
Murphey is considered an “interested person” by virtue of being the Chief Compliance
Officer and employee of SRH. |
www.srhtotalreturnfund.com |
42 |
SRH Total Return Fund, Inc. |
Directors
& Officers |
November
30, 2024 (Unaudited)
OFFICERS
Name,
Age and
Address(1) |
Officer
Position(s)
Held with
Fund |
Term
of Office
and Length of
Time Served(2) |
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.” |
Chris
Moore
Birth Year: 1984 |
Vice
President; Secretary |
Since
2021 |
Mr.
Moore is General Counsel of Paralel Technologies LLC and 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. |
Brenna
Fudjack
Birth Year: 1986 |
Chief
Compliance Officer |
Since
2024 |
Ms.
Fudjack joined Paralel Technologies LLC as Deputy Chief Compliance Officer in 2023. Prior to her current role, 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. |
Jill
Kerschen
Birth Year: 1975 |
Vice
President; Treasurer |
Since
2021 |
Ms.
Kerschen joined Paralel in 2021 and is currently Director of Fund Administration. Prior to joining Paralel she was Vice President
at ALPS Advisors, Inc. from 2019 to 2021 and from 2013 to 2019 she served as Vice President and Fund Controller at ALPS Fund
Services, Inc. |
| (1) | Unless
otherwise specified, the Officers’ respective addresses are 1700 Broadway, Suite
1850 Denver, CO 80290. |
| (2) | Officers
are elected annually and each officer will hold such office until a successor has been
elected by the Board. |
Additional
information about the Fund’s directors is available in the proxy statement for the Fund’s most recent annual shareholder meeting
and/or the Fund’s most recent statement of additional information. These documents can be obtained without charge on the Fund’s
website, www.srhtotalreturnfund.com, or upon request, by calling the Fund at (877) 561-7914.
Annual
Report | November 30, 2024 |
43 |
SRH
Total Return Fund, Inc. |
Board
Approvals of
Investment Advisory and
Sub-Advisory Agreements |
November
30, 2024 (Unaudited)
Summary
of Board Meetings and Considerations
The
Board of Directors (the “Board”), including the Directors who are not “interested persons” of the Fund
within the meaning of the Investment Company Act of 1940, as amended (the “Independent Directors”), met on November
7, 2024 to evaluate, among other things, whether renewal of the investment advisory agreement with Paralel Advisors LLC (“Paralel”)
(the “Advisory Agreement”) and an investment sub-advisory agreement between Paralel and SRH Advisors, LLC (formerly
known as Rocky Mountain Advisers, LLC) ("SRH" or the “Sub-Advisor”) and Paralel (the “Sub-Advisory
Agreement” and collectively, the “Agreements”) was in the best interests of the Fund's stockholders. In addition
to the meeting on November 7, 2024, the Board met on October 18, 2024 to review various materials associated with the renewal
of the Advisory Agreement and the Sub-Advisory Agreement. At the Board meetings and throughout the process of considering the
agreements, the Board, including a majority of the Independent Directors, was advised by its independent legal counsel.
In
approving the continuation of the Agreements, the Board considered such information as the Board deemed reasonably necessary to
evaluate the terms of the Agreements. In its deliberations, the Board did not identify any single factor as being determinative.
Rather, the Board’s approvals were based on each Director’s business judgment after consideration of the information
provided as a whole. Individual Directors may have weighed certain factors differently and assigned varying degrees of materiality
to information considered by the Board.
Based
upon its review of the Agreements and the information provided to it, the Board concluded that each Agreement was reasonable in
light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their
business judgment. The principal factors and conclusions that formed the basis for the Directors’ determinations to approve
the continuation of the Agreements are discussed below.
Approval
of Advisory Agreement and Sub-Advisory Agreement
In
approving the Advisory Agreement and the Sub-Advisory Agreement, the Directors, including the Independent Directors, considered
the following factors:
Nature,
Extent, and Quality of Services. In examining the nature, extent, and quality of the investment advisory services provided
by Paralel, the Directors considered the qualifications, experience and capability of Paralel’s management and other personnel.
The Directors reviewed, among other matters, the extent to which Paralel fulfills its oversight of the Fund, as well as the due
diligence completed regarding product structure, resources, personnel, technology, performance, compliance and oversight of the
Sub-Adviser, and other service providers. The Directors highlighted the fact that Paralel has continued to grow while continuing
its high level of service. The Board acknowledged that the firm’s continued focus on its compliance program throughout its
growth. The Directors also evaluated the qualifications and experience of Paralel’s senior personnel, noting the firm had
no turnover across personnel working with the Fund. The Directors noted that Paralel provides the Fund with its treasurer, secretary,
and chief compliance officer as part of its advisory services to the Fund. The Board emphasized the valuable expertise and extensive
experience of these and other Paralel employees, many of whom have long tenures serving the Fund.
With
respect to the nature, extent, and quality of the services provided by SRH, the Directors considered the firm’s level of
care and conscientiousness in performing its duties, along with the intricate nature of executing SRH’s investment process
employed for the Fund. The Board evaluated
www.srhtotalreturnfund.com |
44 |
SRH
Total Return Fund, Inc. |
Board Approvals
of
Investment Advisory and
Sub-Advisory Agreements |
November
30, 2024 (Unaudited)
the
expertise and capabilities of the Sub-Adviser's management team and other personnel responsible for managing the Fund’s
portfolio and ensuring compliance with its investment policies and restrictions. The Directors acknowledged the experience of
the firm’s portfolio managers and the additional support engaged by SRH to ensure those individuals fulfilled their roles.
The Directors agreed that SRH continued to successfully execute the Fund’s investment thesis over the long term. Further,
the Directors highlighted the strong collaboration between senior personnel at Paralel and the Sub-Adviser, underlining the synergies
benefiting the Fund from this partnership. The Board agreed that Sub-Adviser’s level of service indicated its continued
commitment to the Fund.
Based
on the totality of the information considered, the Directors concluded that the Fund has and will likely continue to benefit from
the nature, extent and quality of Paralel’s and SRH’s services.
Investment
Performance of the Fund. The Board reviewed the Fund’s investment performance over time. In completing this review,
the Board utilized a report from FUSE Research Network, LLC (“FUSE”), an independent provider of investment company
data which provided a comparison of the Fund against a group of investment companies determined to be most similar to the Fund
by FUSE (the “Peer Group”). The Board considered the Fund’s net asset value total return compared to the relative
to the average and median returns for the Peer Group and the Fund benchmark index across the 3 month, 1-year, 3-year, 5-year,
10-year and since inception periods. The Board acknowledged that the Fund outperformed or matched the median return of the Peer
Group across each of the periods noted. The Board further expressed its satisfaction with the Fund’s recent performance
which was the best performing or in the top quartile of the Peer Fund’s for each of the 3 month, 1-year, and 3-year periods.
In light of the Fund’s strong returns, the Board agreed that the Fund’s investment performance supported the renewal
of the Advisory Agreement and the Sub-Advisory Agreement.
Fees
and Expenses. In evaluating the costs of the services provided, the Board reviewed statistical and other data provided in
the FUSE report detailing the Fund's total expense ratio and its components, including advisory fees and investment-related expenses.
The Board noted the fee arrangement in place for the Fund, whereby Paralel receives an annual fee, payable monthly, in an amount
equal to 0.90% of the first $2 billion of the Fund’s average annual managed assets, plus 0.80% of the Fund’s average
annual managed assets over $2 billion. The Board acknowledged that this represented a fee reduction put in place when Paralel
was approved as the adviser in 2021, noting that the Fund had recently began to receive the benefits of the lower breakpoint fee
rate. In its review of the FUSE report, the Board noted that the contractual advisory fee of the Fund was lower than the average
Peer Group fund’s fee. The Board also considered that the Fund’s expense ratio as a percentage of average managed
assets, excluding interest expenses, was lower than the average Peer Group fund.
The
Board further reviewed information on Paralel’s profitability as investment adviser to the Fund, as well as the the combined
profitability for Paralel (and its affiliates) from serving as the Fund’s administrator and investment adviser to aid in
evaluating the overall benefits Paralel derives from its relationship with the Fund. Specifically, the Board assessed Paralel’s
financial condition, noting that it had reported a modest profit from its work with the Fund. Based on its analysis of each piece
of information discussed, the Board determined that the advisory fee was not unreasonable based on the profitability of the firm,
a review of fees of similar peer funds, and the quality of the services to be provided by Paralel.
The
Directors considered that the fees paid to SRH were paid out of the fees paid to Paralel and that no separate fee for sub-advisory
services was charged to the Fund. The Directors considered Paralel’s statement that it believed that compensation payable
to the Sub-Adviser was reasonable,
Annual
Report | November 30, 2024 |
45 |
SRH
Total Return Fund, Inc. |
Board Approvals
of
Investment Advisory and
Sub-Advisory Agreements |
November
30, 2024 (Unaudited)
appropriate
and fair in light of the nature and quality of the services provided to Paralel and to the Fund. The Board also noted a recent
transaction in which an affiliate of SRH increased its non-controlling investment in Paralel’s parent company. The Directors
considered its determination that overall contractual fee rate under the arrangement was not unreasonable. To assist the Board
in evaluating the overall benefits the Sub-Adviser received from its relationship to the Fund, the Board reviewed details regarding
the overall profitability of the Sub-Adviser. The Directors also considered information about the combined profitability of SRH
and Paralel in relation to all services provided to the Fund. After analyzing this information, the Board concluded that the level
of profits earned by SRH from providing the sub-advisory services was not unreasonable with respect to the services rendered and
the fact that the Adviser, not the Fund, is responsible for payment of the Sub-Adviser. Further, the Board agreed at the fee split
was not unreasonable in consideration of the services provided by each firm and representations of Paralel on the same.
Profitability
and Economies of Scale. The Directors reviewed the profitability information provided by Paralel and the Sub-Adviser and considered
whether the firms would be expected to realize economies of scale related to their work with the Fund, and whether such economies
would be appropriately shared with stockholders in light of the fee breakpoints under the Advisory Agreement. In consideration
of the fact that there were already breakpoints implemented the advisory fee and the limited extent to which the Fund’s
assets were expected to increase, the Board agreed that the fee breakpoints under the Advisory Agreement and the Sub-Advisory
Agreement continued to be appropriate.
Indirect
Benefits. The Board considered any ancillary or indirect benefits that could accrue to Paralel or the Sub-Adviser as a result
of their relationships with the Fund. The Directors considered information regarding the services provided by an affiliate of
Paralel to the Fund on its role as the Fund’s administrator. The Board also considered that SRH did not expect to receive
any such ancillary benefits directly beyond reputational benefits related to its role with the Fund (noting the indirect benefit
of a non-controlling investment by an affiliate of SRH in Paralel’s parent company). The Board determined that the benefits
received by Paralel and SRH due to their relationships with the Fund appeared to be reasonable.
After
evaluation of the performance, fee and expense information and the profitability, ancillary benefits and other considerations
as described above, and in light of the nature, extent and quality of services provided by Paralel and the Sub-Adviser, the Board
concluded that the level of fees to be paid to each of Paralel and the Sub-Adviser was reasonable.
Other
Considerations. In determining whether to approve the Advisory Agreement and Sub-Advisory Agreement for the Fund, and whether
to recommend approval to Stockholders, the Board received information and made inquiries into all matters as it deemed appropriate.
The Board reviewed and analyzed various factors it deemed relevant, including the following factors, among others, none of which
by itself was considered dispositive: Paralel’s and the Sub-Adviser’s continued solid financial condition, Paralel’s
continued growth, and synergies received by the Fund from Paralel’s and SRH’s continued partnership.
Conclusion.
Having requested and received such information from each of Paralel and SRH as the Board believed to be reasonably necessary
to evaluate the terms of the Advisory Agreement and Sub-Advisory Agreement, and as assisted by the advice of independent counsel,
the Board, including the Independent Directors, concluded that the structures were reasonable and that renewal of the Advisory
Agreement and Sub-Advisory Agreement were in the best interests of the Fund and its stockholders.
www.srhtotalreturnfund.com |
46 |
SRH
Total Return Fund, Inc. |
Board Approvals
of
Investment Advisory and
Sub-Advisory Agreements |
November
30, 2024 (Unaudited)
As
a result of its review of the Advisory Agreement and Sub-Advisory Agreement, and its consideration of the foregoing factors, the
Board, including all of the Independent Directors, unanimously approved the renewal of the Advisory Agreement and Sub-Advisory
Agreement for the Fund.
Annual
Report | November 30, 2024 |
47 |
DIRECTORS |
Joel
W. Looney
Thomas J. Moore
Nicole L. Murphey
Steven K. Norgaard
Shane K. Quinlan |
|
|
INVESTMENT
ADVISER |
Paralel
Advisors LLC
1700
Broadway, Suite 1850
Denver,
CO 80290 |
|
|
SUB-INVESTMENT
ADVISER |
SRH
Advisors, LLC
2121 E. Crawford Place
Salina, KS 67401 |
|
|
ADMINISTRATOR |
Paralel
Technologies LLC
1700 Broadway, Suite 1850
Denver,
CO 80290 |
|
|
CUSTODIAN |
State
Street Bank and Trust
One Congress Street, Suite 1
Boston, MA 02114-2016 |
|
|
STOCK
TRANSFER
AGENT |
Computershare
Inc.
PO Box 43078
Providence,
RI 02940-3078 |
|
|
INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM |
Cohen
& Company, Ltd.
1350
Euclid Avenue, Suite 800
Cleveland,
OH 44115 |
|
|
LEGAL
COUNSEL |
Paul
Hastings, LLP
515
South Flower Street Twenty-Fifth Floor
Los
Angeles, CA 90071 |
The
views expressed in this report and the information about the Fund’s portfolio holdings are for the period covered by this
report and are subject to change thereafter.
Statistics
and projections in this report are derived from sources deemed to be reliable but cannot be regarded as a representation of future
results of the Fund. This report is prepared for the general information of stockholders and is not a prospectus, circular or
representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.
www.srhtotalreturnfund.com
SRH
TOTAL RETURN FUND, INC.
c/o
Computershare
P.O.
Box 43078
Providence,
RI 02940-3078
| (a) | As of the end of the period covered by this report, SRH Total Return Fund, Inc. (the “Registrant”
or “Fund”) has adopted a code of ethics that applies to the Registrant’s Principal Executive Officer and Principal Financial
Officer (the “Senior Officer COE”). During the period covered by this report, there were no material changes made to provisions
of the Senior Officer COE, nor were there any waivers granted from a provision of the Senior Officer COE. A copy of the Registrant’s
Senior Officer COE is filed with this N-CSR under Item 19(a). |
| (b) | For purposes of this item, “code of ethics” means written standards that are reasonably designed
to deter wrongdoing and to promote: |
| 1. | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; |
| 2. | Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant
files with, or submits to, the Commission and in other public communications made by the registrant; |
| 3. | Compliance with applicable governmental laws, rules, and regulations; |
| 4. | The prompt internal reporting of violations of the code to an appropriate person or persons identified
in the code; and |
| 5. | Accountability for adherence to the code. |
| (c) | During the period covered by this report, no
material amendments were made to the provisions of the code of ethics adopted in 2(a) above. |
| (d) | During the period covered by this report, no implicit or explicit waivers to the provisions of the code
of ethics adopted in 2(a) above were granted. |
| (f) | The Registrant’s code of ethics referred
to in Item 2(a) above is attached as an Ex99.19(a)(1) Code of Ethics, hereto. |
| Item 3. | Audit Committee Financial Expert. |
As of the end of the period covered by the report,
the Registrant’s Board of Directors has determined that Steven K. Norgaard is qualified to serve as an audit committee financial
expert serving on its audit committee and that he is “independent,” as defined in paragraph (a)(2) of Item 3.
| Item 4. | Principal Accountant Fees and Services. |
| (a) | Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that
are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $35,000 and $35,000
for the fiscal years ended November 30, 2023 and November 30, 2024, respectively. |
| (b) | Audit-Related Fees: The aggregate fees billed for the fiscal years ended November 30, 2023 and November
30, 2024 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of
the Registrant’s financial statements and which are not reported under (a) of this Item were $0 and $0. |
| (c) | Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services
rendered by the principal accountant for the review of the Registrant’s income tax returns, excise tax returns and dividend calculations
were $8,500 and $8,500 for the fiscal years ended November 30, 2023 and November 30, 2024, respectively. |
| (d) | All Other Fees: The aggregate fees billed for the last two fiscal years for products and services provided
by the principal accountant, other than the services reported in (a) through (c) of this Item were $0 and $0 for the fiscal years ended
November 30, 2023 and November 30, 2024, respectively. |
| (e) | (1) The Registrant’s audit committee pre-approves all audit and non-audit services to be performed
by the Registrant’s accountant before the accountant is engaged by the Registrant to perform such services. Under the audit committee’s
charter, pre-approval of permitted non-audit services by the Registrant’s accountant is not required if: (i) the aggregate amount
of all permitted non-audit services is not more than 5% of the total revenues paid by the Registrant to the accountant in the fiscal year
in which the non-audit services are provided; (ii) such services were not recognized by the Registrant at the time of the engagement to
be non-audit services; and (iii) such services are promptly brought to the attention of the audit committee and approved by the audit
committee or a designated audit committee member prior to the completion of the audit of the Registrant’s annual financial statements. |
(2) There were no services described
in (b) through (d) above (including services required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01
of Regulation S-X) that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
| (f) | None of the hours expended on the principal accountant’s
engagement to audit the Registrant’s financial statements for the fiscal year ended November 30, 2024 were attributable to
work performed by persons other than the principal accountant’s full-time, permanent employees. |
| (g) | The aggregate non-audit fees billed by the Registrant’s
accountant for services rendered to the Registrant, and rendered to the Registrant’s investment adviser, and any entity controlling,
controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant for each
of the last two fiscal years of the Registrant were $8,500 in 2023 and $8,500 in 2024. |
| (h) | The Registrant’s Audit Committee has considered whether
the provision of non-audit services by registrant’s independent registered public accounting firm to the Registrant’s
investment advisor, and any entity controlling, controlled, or under common control with the investment advisor that provided
ongoing services to the Registrant that were not pre-approved by the Committee was compatible with maintaining the independence of
the independent registered public accounting firm. |
| Item 5. | Audit Committee of Listed Registrants. |
The Registrant has an audit committee which was
established by the Board of Directors of the Fund in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.
The members of the Registrant’s audit committee are Steven K. Norgaard, Thomas J. Moore, and Shane K. Quinlan.
| (a) | The Registrant’s full schedule of investments is included as part of the report to stockholders
filed under Item 1 of this Form. |
| Item 7. | Financial Statements and Financial Highlights for Open-End
Management Investment Companies |
Not applicable to closed-end investment companies.
| Item 8. | Changes in and Disagreements with Accountants for Open-End
Management Investment Companies. |
Not applicable to closed-end investment companies.
| Item 9. | Proxy Disclosures for Open-End Management Investment Companies. |
Not applicable to closed-end investment companies.
| Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End
Management Investment Companies. |
Not applicable to closed-end investment companies.
| Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract. |
Included within the Annual Report to Stockholders
filed under Item 1 of this Form N-CSR.
| Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies. |
See attached Appendix A for a copy of the policies
and procedures of the Registrant.
| Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
(a)(1) Portfolio Managers
Below are the Registrant’s Portfolio Managers as of February
4, 2025:
Joel W. Looney and Jacob Hemmer are the Fund’s
portfolio managers and are collectively responsible for the day-to-day management of the Fund’s assets. Messrs. Looney and
Hemmer are referred to herein as the “Portfolio Managers”. SRH Advisors, LLC (“SRH”) (formerly known as Rocky
Mountain Advisers, LLC (“RMA”)) is the sub-adviser to the Fund.
Mr. Looney joined SRH as an Assistant Investment
Officer and a Portfolio Manager of the Fund in 2013. Mr. Looney was subsequently named Chief Investment Officer in April 2022 in conjunction
with Stewart Horejsi’s retirement from his position with SRH. Mr. Looney was also an Assistant Investment Officer for Boulder Investment
Advisers, LLC (“BIA”) from 2013 to 2015 and a Portfolio Manager for Boulder Total Return Fund, Inc., First Opportunity Fund,
Inc. and The Denali Fund Inc. from 2013 to 2015. Separately, through December 31, 2024, Mr. Looney served as an Investment Advisory Representative
providing investment supervisory services to SRH’s private clients (the “SRH Private Clients”). Effective January 1,
2025, Mr. Looney’s SRH Private Clients were transitioned to Mr. Hemmer and April McCullough per Buy-Sell Agreements. SRH receives
fees generally based on a percentage of assets under management for investment advisory services provided to SRH Private Clients. Mr.
Looney also serves as a Portfolio Manager of SRH REIT Covered Call ETF (“SRHR”). Mr. Looney serves as a Director of Peak Trust
Company, AK and Peak Trust Company, NV. Mr. Looney is a member of the Advisory Board for Paralel Technologies LLC. Prior to joining SRH,
Mr. Looney was the Principal for Financial Management Group, LLC, an investment management firm, from 1999 to 2013. Mr. Looney also currently
serves as President and Chairman of the Board of Directors for the Fund.
Mr. Hemmer was named a Portfolio Manager of the
Fund in October 2022. Mr. Hemmer will continue to work with the Fund’s other portfolio manager, Joel W. Looney, as the team collectively
responsible for the day-to-day management of the Fund’s assets. Mr. Hemmer has supported the Fund’s portfolio management
team since starting with SRH in 2018 in his role as an Investment Analyst which he held until October 2021 when he was promoted to Associate
Portfolio Manager. Separately, Mr. Hemmer acts as an Investment Advisory Representative providing investment supervisory services to
SRH Private Clients for which SRH receives fees generally based on a percentage of assets under management. Mr. Hemmer also serves as
a Portfolio Manager of SRHR. Prior to joining SRH, Mr. Hemmer served as a Financial Advisor for Hampton Financial, LLC, a financial planning
firm in Salina, KS, from 2012 until 2018. Mr. Hemmer holds a Bachelor of Science in Business Administration from Colorado State University.
Mr. Hemmer earned the Chartered Financial Analyst® (CFA) designation in 2017 from the CFA Institute.
(a)(2) As of November 30, 2024, the Portfolio Managers listed above
are also responsible for the day-to-day management of the following other accounts:
Joel Looney
|
Registered investment companies |
Other pooled investment vehicles |
Other accounts |
Total assets managed |
$2,407,940,343 |
|
$722,983,649 |
Number of accounts |
2 |
|
382 |
Jacob Hemmer
|
Registered investment companies |
Other pooled investment vehicles |
Other accounts |
Total assets managed |
$2,407,940,343 |
|
$722,983,649 |
Number of accounts |
2 |
|
382 |
Included in the assets listed under “Other Accounts” are
investments placed in the Fund of $3,216,214 for Mr. Looney, and $3,216,214 for Mr. Hemmer.
(a)(3) Compensation of Portfolio Managers and Material Conflicts
of Interest
Compensation and Conflicts of Interest
As a general matter, portfolio management staff
are paid an annual base salary, have deferred compensation agreements which are tied to the net asset value of the Fund, and are offered
participation in the firm’s 401K, as well as other benefits that are offered to employees of SRH. In evaluating a portfolio manager’s
base salary and annual pay increases, the Fund’s performance may be one of many factors considered by management. However, as a
general matter, SRH does not tie portfolio manager base salary compensation to specific levels of performance relative to fixed benchmarks.
Other factors that may also be significant in determining portfolio manager compensation include, without limitation, the effectiveness
of the manager’s leadership within SRH’s investment team, contributions to the SRH’s overall performance, discrete securities
analysis, idea generation, and other considerations. Generally, a portfolio manager does not receive bonuses; however, in the case of
Mr. Looney (through December 31, 2024) and Mr. Hemmer, in addition to an annual fixed salary and other benefits mentioned above, they
receive a portion of the fees paid to SRH for providing investment supervisory services to the SRH Private Clients. In addition, Mr. Looney
and Mr. Hemmer are parties to separate long-term deferred compensation agreements whereby at the age of 65 they are entitled to an additional
one-time incentive payment; such incentive is calculated based on vested phantom shares of the Fund and tied to the Fund’s net asset
value. The intent of the agreements is to retain and reward employees of critical importance to the operation of SRH.
Conflicts of interest may arise in connection
with the Portfolio Managers’ management of the Fund’s investments. This is because Mr. Looney and Mr. Hemmer also serve as
portfolio managers to the SRH Private Clients and SRHR. From time to time, securities may meet the investment objectives of one or any
combination of the Fund, SRHR, the SRH Private Clients and the Horejsi Affiliates. In such cases, the decision to recommend a purchase
for one account rather than another is based on a number of factors. Allocations of investments to and among the Fund, SRHR and the SRH
Private Clients are made in accordance with the investment allocation policies and procedures of SRH. There is no guarantee that these
policies and procedures will be able to identify and mitigate all potential conflicts of interest with respect to the investments of the
Fund. Factors considered in the investment recommendations for the Fund or any other client of SRH may include the size of the portfolio,
concentration of holdings, investment objectives, restrictions and guidelines, asset coverage ratios, tax considerations, purchase cost,
and cash availability. It is possible that at times identical securities will be held by the Fund and one or more SRH clients. However,
positions in the same issue may vary and the length of time that any account may choose to hold its investment in the same issue may likewise
vary.
(a)(4) Dollar Range of Securities Owned as
of November 30, 2024
Mr. Looney owned 78,288 shares of the Fund as of November 30, 2024,
with an aggregate value of over $1,000,000.
Mr. Hemmer owned 5,000 shares of the Fund as of November 30, 2024,
with an aggregate value of between $50,000-$100,000.
(b) Not Applicable.
| Item 14. | Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers. |
Period |
(a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
12/1/23 - 12/31/23 |
56,056 |
13.63 |
56,056 |
N/A |
1/1/24 - 1/31/24 |
30,709 |
14.03 |
30,709 |
N/A |
2/1/24 - 2/29/24 |
70,137 |
14.46 |
70,137 |
N/A |
3/1/24 - 3/31/24 |
57,642 |
14.78 |
57,642 |
N/A |
4/1/24 - 4/30/24 |
60,959 |
14.56 |
60,959 |
N/A |
5/1/24 - 5/31/24 |
51,623 |
14.53 |
51,623 |
N/A |
6/1/24 – 6/30/24 |
39,624 |
14.49 |
39,624 |
N/A |
7/1/24 – 7/30/24 |
54,806 |
15.07 |
54,806 |
N/A |
8/1/24 – 8/31/24 |
62,812 |
15.24 |
62,812 |
N/A |
9/1/24 – 9/30/24 |
65,741 |
15.67 |
65,741 |
N/A |
10/1/24 – 10/31/24 |
71,902 |
15.79 |
71,902 |
N/A |
11/1/24 – 11/30/24 |
4,963 |
15.39 |
4,963 |
N/A |
On August 9, 2017, the Fund announced its reaffirmation
of its share buyback program. Under the program, the Fund’s sub-adviser, SRH has the authority (but not the obligation) to repurchase
the Fund’s common stock in the open market when shares are trading at a discount to net asset value. SRH is authorized to use its
discretion in repurchasing shares when market conditions warrant. The timing, manner, price, and amount of any share repurchases will
be determined by SRH in its discretion, based on the foregoing as well as applicable legal and regulatory requirements and other factors,
including the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The program may be suspended, extended,
modified, or discontinued at any time.
Each of the purchases in the table above have
been made pursuant to the share buyback program described above.
| Item 15. | Submission of Matters to a Vote of Security Holders. |
No material changes to the procedures by which
the stockholders may recommend nominees to the Registrant’s Board of Directors have been implemented after the Registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of
Schedule 14A (17 CFR 240.14a-101)), or this Item.
| Item 16. | Controls and Procedures. |
| (a) | The Registrant’s principal executive and principal financial officers, or persons performing similar
functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing
date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures
required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act
of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined
in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
| Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
None.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) None.
(b) None.
Item 19. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SRH TOTAL RETURN FUND, INC.
By: |
(Signature and Title) |
|
/s/ Joel W. Looney |
|
|
|
|
Joel W. Looney, President |
|
Date: |
February 4, 2025 |
|
(Principal Executive Officer) |
|
|
|
|
|
|
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: |
(Signature and Title) |
|
/s/ Joel W. Looney |
|
|
|
|
Joel W. Looney, President |
|
Date: |
February 4, 2025 |
|
(Principal Executive Officer) |
|
|
|
|
|
|
By: |
(Signature and Title) |
|
/s/ Jill Kerschen |
|
|
|
|
Jill Kerschen, Treasurer |
|
Date: |
February 4, 2025 |
|
(Principal Financial Officer) |
|
SRH Total Return Fund, Inc. N-CSR
Exhibit 99.(a)(1)
Code of Ethics for Principal Executive and Senior Financial
Officers
POLICY AND PROCEDURE
| a. | General Principles. This Code of Ethics (“Code”) establishes
rules of conduct for “Principal Executive” and “Senior Financial” officers (“Covered Officers”)
of the SRH Total Return Fund, Inc. (“STEW”) (the “Fund”), and is designed to implement a high standard
of business ethics and sensitivity to situations that may give rise to actual as well as apparent conflicts of interest. |
| b. | Applicability. For purposes of this Code, the term “Covered Officer” shall mean: |
| i. | The Principal Executive Officer and Senior Financial Officer of the Fund, each of
whom are set forth in Exhibit A (as amended from time to time) for the purpose of promoting: |
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; |
| 2. | full, fair, accurate, timely and understandable disclosure in reports and documents
that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications
made by the Fund; |
| 3. | compliance with applicable laws and governmental rules and regulations; |
| 4. | the prompt internal reporting of violations of the Code to an appropriate person
or persons identified in the Code; and |
| 5. | accountability for adherence to the Code. |
| 2. | Actual and Apparent Conflicts of Interest. |
| a. | Overview. A “conflict of interest” occurs when a Covered Officer's
private interest interferes with the interests of, or his or her service to, the Fund. For example, a conflict of interest would arise
if a Covered Officer, or a member of his or her family, receives improper or undisclosed personal benefits as a result of his or her position
with the Fund. |
Certain conflicts of
interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest
provisions contained in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers
Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain
transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as
“affiliated persons” of the Fund. The Fund and the Fund’s investment advisers’ (collectively, the
“Advisers”) compliance programs and procedures are designed to prevent, or identify and correct, violations of
these provisions. This Code, however, does not and is not intended to repeat or replace these other programs and procedures, and
such conflicts fall outside of the parameters of this Code.
Although typically not presenting
an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and
the Advisers of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers
will, in the normal course of their duties (whether formally for the Fund or for the Advisers, or for both), be involved in establishing
policies and implementing decisions that will have different effects on the Advisers and the Fund. The participation of the Covered Officers
in such activities is inherent in the contractual relationship between the Fund and the Advisers and is consistent with the performance
by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the Investment
Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized
by the Fund’s Board of Directors (“Boards”) that the Covered Officers may also be officers of employees of one
or more other registered investment companies (“RICs”) covered by this or other codes.
Other conflicts of interest are
covered by this Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment
Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that
these examples are not exhaustive. The Fundamental principle is that the personal interest of a Covered Officer should not be placed improperly
before the interest of the Fund:
Each Covered Officer:
| ▪ | Shall not use his or her personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment
of the Fund. |
| ▪ | Shall not cause the Fund to take actions, or fail to take actions, for the individual
personal benefit of the Covered Officer rather than for the benefit of the Fund. |
| ▪ | Shall not use material non-public knowledge of portfolio transactions made or contemplated
for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions. |
| ▪ | Shall not retaliate against any other Covered Officer or any employee of the Fund
or their affiliated persons for reports of potential violations that are made in good faith. |
There are some conflict of interest
situations that should always be discussed with or approved by the General Counsel (defined below) or the Committee (defined below) if
material. Examples of these include:
| ▪ | service as a director on the board of any public or private company (other than the
Fund); |
| ▪ | the receipt from any company with which the Fund has current or prospective business
dealings of any non-nominal gifts in excess of $500.00; |
| ▪ | the receipt of any entertainment from any company with which the Fund has current
or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety; |
| ▪ | any ownership interest in, or any consulting or employment relationship with, any
of the Fund’s service providers, other than its Advisers, administrator or any affiliated person thereof; |
| ▪ | a direct or indirect financial interest in commissions, transaction charges or
spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the
Covered Officer's employment, such as compensation or equity ownership. |
| 3. | Disclosure and Compliance. Each Covered Officer is subject to each of the following
disclosure and compliance obligations: |
| a. | Each Covered Officer should familiarize himself with all disclosure requirements generally
applicable to the Fund; |
| b. | Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent,
facts about the Fund to others, whether within or outside the Fund, including to the Fund’s directors and auditors, and to governmental
regulators and self- regulatory organizations; |
| c. | Each Covered Officer should, to the extent appropriate within his or her area of
responsibility, consult with other officers and employees of the Fund and the Advisers with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the Fund files with, or submit to, the SEC and in other public communications
made by the Fund; and |
| d. | It is the responsibility of each Covered Officer to promote compliance with the
standards and restrictions imposed by applicable laws, rules and regulations. |
| 4. | Reporting and Accountability. Each Covered Officer must: |
| a. | upon adoption of the Code (or as soon thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Boards that he or she has received, read and understands the Code; |
| b. | annually thereafter affirm to the Boards that he or she has complied with the requirements
of the Code; |
| c. | notify the General Counsel promptly of any violations of this Code; and |
| d. | report to the Board at least annually the listed categories of affiliations or
other relationships related to conflicts of interest contemplated in the Fund’s Directors and Officers Questionnaire. |
The general counsel or other
designated senior legal officer of the Fund’s Advisers or administrator (the “General Counsel”) is responsible
for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in
any particular situation. However, any approvals or waivers sought by the Principal Executive Officer or the Senior Financial Officer
must be considered by the Legal Compliance Committees of the Fund’s Board (the “Committee”).
The Fund will follow these procedures in investigating and
enforcing this Code:
| ● | The General Counsel will take all appropriate action to investigate any potential
violations reported to him. |
| ● | If, after such investigation, the General Counsel believes that no violation has occurred, the |
| ● | General Counsel is not required to take any further action; |
| ● | Any matter that the General Counsel believes is a violation will be reported to the Committee; |
| ● | If the General Counsel and the Principal Executive Officer are the same person,
any violations concerning such person shall be reported directly to the Committee and the Committee shall take such action as required
by this Code; |
| ● | If the Committee concurs that a violation has occurred, it will inform and make
a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to,
applicable policies and procedures; notification to appropriate personnel of the Advisers or their boards/members; or a recommendation
to dismiss the Covered Officer; |
| ● | The Committee will be responsible for granting waivers, as appropriate; and |
| ● | Any changes to or waivers of this Code will, to the extent required, be disclosed
as provided by SEC rules. |
| 5. | Other Policies and Procedures. This Code shall be the sole code of ethics
adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment
companies thereunder. Insofar as other policies or procedures of the Fund, the Advisers or other service providers govern or purport to
govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent
that they overlap or conflict with the provisions of this Code. The Fund’s and the Advisers' codes of ethics under Rule 17j-1 of
the Investment Company Act and the Advisers' more detailed policies and procedures set forth in the Fund’s compliance manuals are
separate requirements applying to the Covered Officers and others and are not part of this Code. |
| 6. | Amendments. Any amendments to this Code, other than amendments to Exhibit
A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors. |
| 7. | Confidentiality. All reports and records prepared or maintained pursuant
to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or
this Code, such matters shall not be disclosed to anyone other than the Board of Directors and its counsel, the Fund and its Advisers. |
| 8. | Internal Use. The Code is intended solely for the internal use by the Fund
and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion. |
Adopted: October 26, 2007
Amended: December 2, 2008 to reflect name change of First Financial
Fund, Inc. to First Opportunity Fund, Inc.
Amended: February 4, 2011
Amended: May 10, 2013
Amended: May 4, 2015
SRH Total Return Fund, Inc. N-CSR
Exhibit 99.302(i)
CERT
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
I, Joel W. Looney, certify that:
| 1. | I have reviewed this report on Form N-CSR of SRH Total Return Fund, Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this
report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this
report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial
reporting; and
| 5. | The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors
and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions): |
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over
financial reporting.
Date: |
February 4, 2025 |
/s/ Joel W. Looney |
|
|
Joel W. Looney, President |
|
|
(Principal Executive Officer) |
|
Exhibit 99.302(ii) CERT
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
I, Jill Kerschen, certify that:
| 1. | I have reviewed this report on Form N-CSR of SRH Total Return Fund, Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this
report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this
report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial
reporting; and
| 5. | The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors
and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions): |
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over
financial reporting.
Date: |
February 4, 2025 |
/s/ Jill Kerschen |
|
|
|
Jill Kerschen, Treasurer |
|
|
|
(Principal Financial Officer) |
|
SRH Total Return Fund, Inc. N-CSR
Exhibit 99.906CERT
CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT
I, Joel W. Looney, President of SRH Total Return Fund, Inc. (the “Registrant”),
certify that:
| 1. | The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Registrant. |
Date: |
February 4, 2025 |
/s/ Joel W. Looney |
|
|
Joel W. Looney, President |
|
|
(Principal Executive Officer) |
|
I, Jill Kerschen, Treasurer of SRH Total Return Fund, Inc. (the “Registrant”),
certify that:
| 1. | The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Registrant. |
Date: |
February 4, 2025 |
/s/ Jill Kerschen |
|
|
Jill Kerschen, Treasurer |
|
|
(Principal Financial Officer) |
|
SRH Total Return Fund, Inc. N-CSR
Exhibit 99.(c)
![](https://www.sec.gov/Archives/edgar/data/102426/000183988225006722/ex99-19c_img001.jpg)
Notification of Sources of Distribution
Statement Pursuant to Section
19(a) of the Investment Company Act of 1940
Denver, CO/ACCESSWIRE/July 31, 2024/
On July 31, 2024, SRH Total Return Fund, Inc. (NYSE: STEW) (the “Fund”), a closed-end investment company, will pay a distribution
on its common stock of $0.1375 per share to stockholders of record at the close of business on July 24, 2024. The Fund, acting in accordance
with an exemptive order received from the Securities and Exchange Commission and with approval of its Board of Directors, adopted a managed
distribution policy under which the Fund may utilize capital gains, where applicable, as part of regular quarterly cash distributions
to its stockholders. This policy gives the Fund greater flexibility to realize capital gains and to distribute those gains to stockholders.
The following
table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year- to-date from
the sources indicated in the table. In addition, the table shows the percentages of the total distribution amount per share attributable
to (i) net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of
capital or other capital source. These percentages are disclosed for the current distribution as well as the fiscal year-to-date cumulative
distribution amount per share for the Fund.
Current Distribution from: |
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Per Share ($) |
Percentage (%) |
Net Investment Income |
0.02615 |
19.02% |
Net Realized Short-Term Capital Gains |
0.01994 |
14.50% |
Net Realized Long-Term Capital Gains |
0.09141 |
66.48% |
Return of Capital or other Capital Source |
0.00000 |
0.00% |
Total (per common share) |
0.13750 |
100.00% |
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Fiscal Year-to-Date Cumulative |
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Distributions from1: |
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Per Share ($) |
Percentage (%) |
Net Investment Income |
0.06455 |
15.64% |
Net Realized Short-Term Capital Gains |
0.02531 |
6.14% |
Net Realized Long-Term Capital Gains |
0.23458 |
56.87% |
Return of Capital or other Capital Source |
0.08806 |
21.35% |
Total (per common share) |
0.41250 |
100.00% |
Stockholders should not draw any conclusions
about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s managed distribution
policy. The amounts and sources of distributions reported in this 19(a) Notice are only estimates, are likely to change over time, and
are not being provided for tax reporting purposes.
The Fund estimates that it has distributed
more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of
capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution
does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income’.
The actual amounts and sources of
the amounts for accounting and tax reporting purposes will depend upon the Fund’s investment experience during the remainder of
its fiscal year and may be subject to changes based on tax regulations. The amounts and sources of distributions year-to-date may be subject
to additional adjustments.
1 The Fund’s fiscal year is December 1 to
November 30. Information shown is for the period beginning December 1, 2023.
THE FUND WILL SEND YOU A FORM 1099-DIV
FOR THE CALENDAR YEAR THAT WILL TELL YOU HOW TO REPORT THESE DISTRIBUTIONS FOR FEDERAL INCOME TAX PURPOSES.
Presented below are return figures,
based on the change in the Fund’s Net Asset Value per share (“NAV”), compared to the annualized distribution rate for
this current distribution as a percentage of the NAV on the last day of the month prior to the distribution declaration date. While the
NAV performance may be indicative of the Fund’s investment performance, it does not measure the value of a stockholder’s investment
in the Fund. The value of a stockholder’s investment in the Fund is determined by the Fund’s market price, which is based
on the supply and demand for the Fund’s shares in the open market.
Fund Performance & Distribution Rate
Information
Annualized Distribution Rate as a Percentage of NAV^ |
2.96% |
Cumulative Distribution Rate as a Percentage of NAV* |
2.22% |
Cumulative Total Return as a Percentage of NAV** |
12.36% |
Average Annual Total Return*** |
10.53% |
^ Based on the Fund’s NAV as of June 30, 2024 and the
quarterly distribution of $0.1375.
*Based on the Fund’s NAV as of June 30, 2024 and
includes distributions through July 31, 2024.
**Cumulative Total Return is the percentage change in the
Fund’s NAV including distributions paid and assuming reinvestment of these distributions for the period December 1, 2023 through
June 30, 2024.
***Average Annual Total Return
represents the compound average of the Annual NAV Total Returns of the Fund for the five- year period ending June 30, 2024. Annual NAV
Total Return is the percentage change in the Fund’s NAV over a year including distributions paid and assuming reinvestment of these
distributions.
The Fund has a managed distribution
policy that seeks to deliver the Fund’s long term total return potential through regular quarterly distributions declared at a fixed
rate per share. Distributions may be paid in part or in full from net investment income, realized capital gains and by returning capital,
or a combination thereof. Stockholders should note, however, that if the Fund’s aggregate net investment income and net realized
capital gains are less than the amount of the distribution level, the difference will be distributed from the Fund’s assets and
will constitute a return of the stockholder’s capital. A return of capital is not taxable; rather it reduces a stockholder’s
tax basis in his or her shares of the Fund.
The Fund’s
Board of Directors reviews the amount of any distributions made pursuant to the Fund’s distribution policy and considers the income
earned and capital gains realized by the Fund, as well as the Fund’s available capital. The Board of Directors will continue to
monitor the Fund’s distribution level, taking into consideration, among other things, the Fund’s net asset value and market
conditions. The Fund’s distribution policy is subject to modification, suspension or termination by the Board of Directors at any
time, which could have an adverse effect on the market price of the Fund’s shares. The distribution rate should not be considered
the dividend yield or total return on an investment in the Fund.
For more information on
the Fund, please visit us on the web at www.srhtotalreturnfund.com.
NOT FDIC INSURED | May Lose Value | No Bank Guarantee
Contact info:
Website: https://srhtotalreturnfund.com/
Email: stewclientinquiries@paralel.com
Notification of Sources of Distribution
Statement Pursuant to Section
19(a) of the Investment Company Act of 1940
Denver, CO/ACCESSWIRE/October
31, 2024/ On October 31, 2024, SRH Total Return Fund, Inc. (NYSE: STEW) (the “Fund”), a closed- end investment company, will
pay a distribution on its common stock of $0.1375 per share to stockholders of record at the close of business on October 24, 2024. The
Fund, acting in accordance with an exemptive order received from the Securities and Exchange Commission and with approval of its Board
of Directors, adopted a managed distribution policy under which the Fund may utilize capital gains, where applicable, as part of regular
quarterly cash distributions to its stockholders. This policy gives the Fund greater flexibility to realize capital gains and to distribute
those gains to stockholders.
The following
table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year- to-date from
the sources indicated in the table. In addition, the table shows the percentages of the total distribution amount per share attributable
to (i) net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of
capital or other capital source. These percentages are disclosed for the current distribution as well as the fiscal year-to-date cumulative
distribution amount per share for the Fund.
Current Distribution from: |
|
|
|
Per Share ($) |
Percentage (%) |
Net Investment Income |
0.00000 |
0.00% |
Net Realized Short-Term Capital Gains |
0.00000 |
0.00% |
Net Realized Long-Term Capital Gains |
0.13750 |
100.00% |
Return of Capital or other Capital Source |
0.00000 |
0.00% |
Total (per common share) |
0.13750 |
100.00% |
|
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|
Fiscal Year-to-Date Cumulative |
|
|
Distributions from1: |
|
|
|
Per Share ($) |
Percentage (%) |
Net Investment Income |
0.06455 |
11.74% |
Net Realized Short-Term Capital Gains |
0.02531 |
4.60% |
Net Realized Long-Term Capital Gains |
0.37208 |
67.65% |
Return of Capital or other Capital Source |
0.08806 |
16.01% |
Total (per common share) |
0.55000 |
100.00% |
Stockholders should not draw any conclusions
about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s managed distribution
policy. The amounts and sources of distributions reported in this 19(a) Notice are only estimates, are likely to change over time, and
are not being provided for tax reporting purposes.
The Fund estimates that it has distributed
more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of
capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution
does not necessarily reflect the Fund's investment performance and should not be confused with ‘yield’ or ‘income’.
The actual amounts and sources of
the amounts for accounting and tax reporting purposes will depend upon the Fund’s investment experience during the remainder of
its fiscal year and may be subject to changes based on tax regulations. The amounts and sources of distributions year-to-date may be subject
to additional adjustments.
1 The Fund’s fiscal year is December 1 to
November 30. Information shown is for the period beginning December 1, 2023.
THE FUND WILL SEND YOU A FORM 1099-DIV
FOR THE CALENDAR YEAR THAT WILL TELL YOU HOW TO REPORT THESE DISTRIBUTIONS FOR FEDERAL INCOME TAX PURPOSES.
Presented below are return figures,
based on the change in the Fund’s Net Asset Value per share (“NAV”), compared to the annualized distribution rate for
this current distribution as a percentage of the NAV on the last day of the month prior to the distribution declaration date. While the
NAV performance may be indicative of the Fund’s investment performance, it does not measure the value of a stockholder’s investment
in the Fund. The value of a stockholder’s investment in the Fund is determined by the Fund’s market price, which is based
on the supply and demand for the Fund’s shares in the open market.
Fund Performance & Distribution Rate
Information
Annualized Distribution Rate as a Percentage of NAV^ |
2.68% |
Cumulative Distribution Rate as a Percentage of NAV* |
2.68% |
Cumulative Total Return as a Percentage of NAV** |
25.36% |
Average Annual Total Return*** |
13.09% |
^ Based on the Fund’s NAV as of September 30, 2024 and
the quarterly distribution of $0.1375.
*Based on the Fund’s NAV as of September 30, 2024
and includes distributions through October 31, 2024.
**Cumulative Total Return is the percentage change in the
Fund’s NAV including distributions paid and assuming reinvestment of these distributions for the period December 1, 2023 through
September 30, 2024.
***Average Annual Total Return
represents the compound average of the Annual NAV Total Returns of the Fund for the five- year period ending September 30, 2024. Annual
NAV Total Return is the percentage change in the Fund’s NAV over a year including distributions paid and assuming reinvestment of
these distributions.
The Fund has a managed distribution
policy that seeks to deliver the Fund’s long term total return potential through regular quarterly distributions declared at a fixed
rate per share. Distributions may be paid in part or in full from net investment income, realized capital gains and by returning capital,
or a combination thereof. Stockholders should note, however, that if the Fund’s aggregate net investment income and net realized
capital gains are less than the amount of the distribution level, the difference will be distributed from the Fund’s assets and
will constitute a return of the stockholder’s capital. A return of capital is not taxable; rather it reduces a stockholder’s
tax basis in his or her shares of the Fund.
The Fund’s Board of Directors
reviews the amount of any distributions made pursuant to the Fund’s distribution policy and considers the income earned and capital
gains realized by the Fund, as well as the Fund’s available capital. The Board of Directors will continue to monitor the Fund’s
distribution level, taking into consideration, among other things, the Fund’s net asset value and market conditions. The Fund’s
distribution policy is subject to modification, suspension or termination by the Board of Directors at any time, which could have an adverse
effect on the market price of the Fund’s shares. The distribution rate should not be considered the dividend yield or total return
on an investment in the Fund.
For more information on
the Fund, please visit us on the web at www.srhtotalreturnfund.com.
NOT FDIC INSURED | May Lose Value | No Bank Guarantee
Contact info:
Website: https://srhtotalreturnfund.com/
Email: stewclientinquiries@paralel.com
v3.25.0.1
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12 Months Ended |
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Nov. 30, 2023 |
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Nov. 30, 2021 |
Nov. 30, 2020 |
Nov. 30, 2024 |
Nov. 30, 2019 |
Prospectus [Line Items] |
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Cover [Abstract] |
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Entity Registrant Name |
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SRH Total Return
Fund, Inc.
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General Description of Registrant [Abstract] |
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Investment Objectives and Practices [Text Block] |
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Investment
Objective. The Fund’s investment objective is total return.
Principal
Investment Strategies.
The
Fund seeks to produce both income and long-term capital appreciation by investing in a portfolio of equity and debt securities.
Under normal market conditions, the Fund invests at least 80% of its total assets in common stocks, primarily domestic common
stocks and secondarily in foreign common stocks denominated in foreign currencies; investments in common stocks may include, but
are not limited to, investment companies whose objective is income, real estate investment trusts (“REITs”), and other
dividend-paying common stocks. The portion of the Fund’s assets that is not invested in common stocks may be invested in
fixed income securities, cash equivalents and other income-producing securities. The Fund has no limitation on the amount of its
assets that may be invested in securities which are not readily marketable or are subject to restrictions on resale. The Fund
may not, as a matter of fundamental policy, invest in the securities of companies conducting their principal business activity
in the same industry if, immediately after such investment, the value of its investments in such industry would exceed 25% of
the value of its total assets.
The
Fund is a “non-diversified” investment company, as defined in the Investment Company Act of 1940, as amended (the “1940
Act”), which means that it is permitted to invest its assets in a more limited number of issuers than “diversified”
investment companies. A diversified company may not, with respect to 75% of its total assets, invest more than 5% of its total
assets in the securities of any one issuer and may not own more than 10% of the outstanding voting securities of any one issuer.
However, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), (A) not more than 25% of
the Fund’s total assets may be invested in securities of any one issuer (other than U.S. government securities and RICs) or of
any two or more issuers controlled by the Fund which may be deemed to be engaged in the same, similar or related trades or businesses;
and (B) with respect to 50% of the total value of the Fund’s portfolio, (i) the Fund must limit to 5% the portion of its assets
invested in the securities of a single issuer (other than U.S. government securities and RICs), and (ii) the Fund may not own
more than 10% of the outstanding voting securities of any one issuer (other than U.S. government securities and RICs). The Fund
intends to concentrate its common stock investments in a few issuers and to take large positions in those issuers, consistent
with being a “non-diversified” fund. As a result, the Fund may be subject to a greater risk of loss than a diversified
fund or a fund that has diversified its investments more broadly. Taking larger positions is also likely to increase the volatility
of the Fund’s NAV, reflecting fluctuation in the value of large Fund holdings.
Limitations
on investments expressed in percentages are measured and are applicable only at the time of investment. They are not measured
or applied on an ongoing basis. There is no requirement for the Fund to sell or change its portfolio investments resulting from
changes in the valuations of such investments.
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Risk Factors [Table Text Block] |
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Risk
Factors
Investment
in the Fund may not be appropriate for all investors. The Fund is not intended to be a complete investment program and, due to
the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. Investors
should consider their long-term investment goals and financial needs when making an investment decision with respect to the Fund.
An investment in the Fund is intended to be a long-term investment, and you should not view the Fund as a trading vehicle. Your
shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of
Fund dividends and distributions, if applicable.
Investments
in Common Stocks. The Fund intends to invest, under normal market conditions, at least 80% of its total assets in publicly
traded common stocks. Common stocks generally have greater risk exposure and reward potential over time than bonds. The volatility
of common stock prices has
historically
been greater than bonds, and as the Fund invests primarily in common stocks, the Fund’s NAV may also be volatile. Further,
because the time horizon for the Fund’s investments in common stock is longer, the time necessary for the Fund to achieve
its objective of total return will likely be longer than for a fund that invests solely for income.
Fixed
Income Securities. The Fund may invest in fixed income securities from time to time. Fixed income securities are affected
by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the
average maturity of the bonds held by a Fund, the more sensitive the Fund is likely to be to interest-rate changes. There is the
possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest
payments.
Non-Diversified
Status Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater
portion of its assets in securities of a single issuer than a “diversified” fund. The Fund will therefore be more
susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.
The Fund intends to diversify its investments to the extent necessary to qualify, and maintain its status, as a regulated investment
company under U.S. federal income tax laws.
Issuer
Focus Risk. The Fund may hold significant positions in a few issuers. Taking larger positions is likely to increase the volatility
of the Fund’s NAV, reflecting fluctuation in the value of large Fund holdings. In addition, both the Code and 1940 Act allow
positions in single issuers to exceed statutory diversification thresholds if the excess occurs as a result of market variations.
In such cases, the Fund may continue to hold such excess positions for the sake of tax efficiency. Thus, in such circumstances,
the Fund may be even more susceptible to being adversely affected by any corporate, economic, political or regulatory occurrence
affecting issuer positions which exceed such thresholds. Note that the risk described here is distinct from the risk of concentration
as the term is generally understood under the 1940 Act, which refers whether a particular fund invests in excess of 25% of its
total assets in issuers within the same industry or group of industries. As a matter of fundamental policy, the Fund may not invest
in the securities of companies conducting their principal business activity in the same industry if, immediately after such investment,
the value of its investments in such industry would exceed 25% of the value of its total assets.
Investments
in Mid- and Small-cap Securities. The Fund may invest in small- and mid-cap companies from time to time. Generally, small-cap
stocks are those securities issued by companies with a total market capitalization of between $250 million to $2 billion, and
mid-cap stocks are those securities issued by companies with a total market capitalization of between $2 billion to $10 billion.
Small- and mid-cap stocks in which the Fund may invest may present greater opportunities for capital growth than larger companies,
but also may be more volatile and subject to greater risk. The small- and mid-cap stocks in which the Fund may invest may present
greater opportunities for capital growth than larger companies, but also may be more volatile and subject to greater risk. This
is because smaller companies generally may have limited financial resources, product lines and markets, and their securities may
trade less frequently and in more limited volumes than the securities of larger companies, which could lead to higher transaction
costs and reduced returns to holders of these securities, including potentially the Fund. In addition, there may be less publicly
available information about smaller companies which can also lead to higher risk in terms of arriving at an accurate valuation
for these smaller companies.
Leveraging
Risk. The Fund currently uses leverage. Use of leverage may have a number of adverse effects on the Fund and its stockholders
including without limitation: (i) leverage may magnify market fluctuations in the Fund’s underlying holdings thus causing
a disproportionate change in the
Fund’s
NAV; and (ii) the Fund’s cost of leverage may exceed the return on the underlying securities acquired with the proceeds
of the leverage, thereby diminishing rather than enhancing the return to stockholders and generally making the Fund’s total
return to stockholders more volatile.
Discount
From NAV. The common stock of closed-end funds frequently trades at market prices less than the value of the net assets attributable
to those shares (a “discount”). The possibility that the Fund’s shares will trade at a discount from NAV is
a risk separate and distinct from the risk that the Fund’s NAV will decrease. The risk of purchasing shares of a closed-end
fund that might trade at a discount is more pronounced for investors who wish to sell their shares in a relatively short period
of time because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon the
existence of a premium or discount than upon portfolio performance.
Repurchase
of Fund Shares. The Fund is authorized to repurchase shares on the open market when the shares are trading at a discount from
NAV per share as determined by the Board from time to time. Any acquisition of shares by the Fund will decrease the total assets
of the Fund and, therefore, have the effect of increasing the Fund’s expense ratio and may adversely affect the ability
of the Fund to achieve its investment objective.
Issuer
Risk. The value of the Fund’s portfolio may decline for a number of reasons directly related to the issuers of the securities
in the portfolio, such as management performance, financial leverage and reduced demand for an issuer’s goods and services.
Inflation
Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the Fund’s portfolio can decline.
Foreign
Securities Risk. The Fund is permitted to invest in foreign securities without limitation. Investment in non-U.S. issuers
may involve unique risks compared to investing in securities of U.S. issuers. These risks are more pronounced to the extent that
the Fund invests a significant portion of its non-U.S. investments in one region or in the securities of emerging market issuers.
Currency
Risk. The Fund can hold investments in foreign securities and thus a portion of the Fund’s assets may be quoted or
denominated in non-U.S. currencies. These securities may be adversely affected by fluctuations in relative currency exchange
rates and by exchange control regulations. The Fund’s investment performance may be negatively affected by a
devaluation of a currency in which the Fund’s investments are quoted or denominated. Further, the Fund’s
investment performance may be significantly affected, either positively or negatively, by currency exchange rates because the
U.S. dollar value of securities quoted or denominated in another currency will increase or decrease in response to changes in
the value of such currency in relation to the U.S. dollar.
Investments
in Registered Investment Companies. The Fund may invest in securities issued by other registered investment companies subject
to such limitations, restrictions and conditions as imposed by Federal law. Accordingly, the Fund will be subject to the particular
risks associated with investing in other funds that are separate from risks associated with the underlying investments held by
such registered investment companies. Both the Fund and any registered investment companies in which it invests pay management
fees. In addition, the registered investment companies in which the Fund invests will typically incur other operating expenses
that are borne by their investors, including the Fund. As a result, Fund stockholders will bear not only the Fund’s management
fees and operating expenses, but also the fees and expenses of the registered investment companies in which the Fund invests.
Investors would bear less expense if they invested directly in the underlying registered investment companies in which the Fund
invests. The Fund may also invest in registered investment
companies
that are not limited in their portfolio trading activity and thus may experience high portfolio turnover rates. Higher turnover
rates generally result in correspondingly greater brokerage commissions and other transactional expenses which may be borne by
the Fund, directly or through its investment in registered investment companies.
Liquidity
Risk. Although the Fund invests primarily in securities traded on national exchanges, it may invest in less liquid assets
from time to time that are not readily marketable and may be subject to restrictions on resale. Illiquid securities may be more
difficult to value or may impair the Fund’s ability to realize the full value of its assets in the event of a voluntary
or involuntary liquidation of such assets and thus may cause a decline in the Fund’s NAV. The Fund is not limited in the
amount of its assets that may be invested in securities which are not readily marketable or are subject to restrictions on resale,
although it may not invest more than 30% of the value of its total assets in securities which have been acquired through private
placement. In certain situations, the Fund could find it more difficult to sell such securities at times, in amounts and at prices
they consider reasonable.
Derivatives
Risk. The Fund’s use of derivative instruments (such as options, futures and swaps) could produce disproportionate gains
or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly
greater than, the risks associated with investing directly in securities and other traditional investments (including, for example,
risks associated with the creditworthiness of counterparties). The Fund may also be indirectly exposed to derivatives risk through
an underlying fund’s use of such instruments. Under certain market conditions, derivatives may become harder to value or
sell at a fair price, and may thus entail liquidity risks.
Anti-Takeover
Risk. The Fund’s constituent documents, as amended, include provisions that could limit the ability of other entities
or persons to acquire control of the Fund or to change the composition of its Board. Such provisions could limit the ability of
stockholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain
control of the Fund. These provisions include, for example, mechanisms governing the consideration of certain matters at stockholder
meetings and special voting requirements for the approval of certain transactions. The Fund’s Board is also “classified,”
which means that membership of the Board is divided into separate classes, each class serving staggered terms. Finally, trusts
and other entities and individuals affiliated with Stewart R. Horejsi and the Horejsi family will continue to own a substantial
portion of the Fund’s common shares and thus may discourage a third party from seeking to obtain control of the Fund. Such
structures and share ownership may have the overall effect of making any hostile attempt to take control of the Fund through a
proxy contest more difficult.
Market
Disruption and Geopolitical Risk. The value of your investment in the Fund is based on the values of the Fund’s investments,
which may change due to economic and other events that affect markets generally, as well as those that affect particular regions,
countries, industries, companies or governments. These movements, sometimes called volatility, may be greater or less depending
on the types of securities the Fund owns and the markets in which the securities trade. The increasing interconnectivity between
global economies and financial markets increases the likelihood that events or conditions in one region or financial market may
adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform
due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural
disasters, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of
global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political
discord or debt crises and
downgrades,
among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The
occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S.
or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s)
could have a significant adverse impact on the value, liquidity and risk profile of the Fund’s portfolio, as well as its
ability to sell securities to meet redemptions. There is a risk that you may lose money by investing in the Fund.
Social,
political, economic and other conditions and events, such as natural disasters, health emergencies (e.g., epidemics and pandemics),
terrorism, conflicts and social unrest, may occur and could significantly impact issuers, industries, governments and other systems,
including the financial markets. As global systems, economies and financial markets are increasingly interconnected, events that
once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region
or financial market will, more frequently, adversely impact issuers in other countries, regions or markets. These impacts can
be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. These types of events
quickly and significantly impact markets in the U.S. and across the globe leading to extreme market volatility and disruption.
The value of the Fund’s investment may decrease as a result of such events, particularly if these events adversely impact
the operations and effectiveness of the adviser, sub-adviser or other key service providers or if these events disrupt systems
and processes necessary or beneficial to the investment advisory activities utilized to the benefit of the Fund.
Cybersecurity
Risk. In connection with the increased use of technologies such as the Internet and the dependence on computer systems to
perform necessary business functions, the Fund is susceptible to operational, information security, and related risks due to the
possibility of cyber- attacks or other incidents. Cyber incidents may result from deliberate attacks or unintentional events.
Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized
access to systems, networks, or devices that are used to service the Fund’s operations through hacking or other means for
the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks
may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks
(which can make a website unavailable) on the Fund’s website. In addition, authorized persons could inadvertently or intentionally
release confidential or proprietary information stored on a Fund’s systems.
Cyber
security failures or breaches by the Fund’s service providers (including, but not limited to, the adviser, distributor,
custodian, transfer agent, financial intermediaries, and sub-adviser) may cause disruptions and impact the service providers’
and the Fund’s business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact
business and the Fund to process transactions, inability to calculate the Fund’s net asset value, violations of applicable
privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional
compliance costs. The Fund and its shareholders could be negatively impacted as a result of successful cyber-attacks against,
or security breakdowns of, the Fund or its third party service providers.
The
Fund may incur substantial costs to prevent or address cyber incidents in the future. In addition, there is a possibility that
certain risks have not been adequately identified or prepared for. Furthermore, the Fund cannot directly control any cyber security
plans and systems put in place by third party service providers. Cyber security risks are also present for issuers of securities
in which
the
Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment
in such securities to lose value.
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Effects of Leverage [Text Block] |
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Leverage
Under
normal market conditions, the Fund may utilize leverage through Borrowings (defined below) and the issuance of preferred shares
(if any) in an amount that represents approximately 33 1/3% or less of the Fund’s total assets, including proceeds from such Borrowings
and issuances (or approximately 50% of the Fund’s net assets). “Borrowings” are defined as: amounts received by the
Fund
pursuant to loans from banks or other financial institutions; amounts borrowed from banks or other parties using reverse repurchase
agreements; or amounts received by the Fund from the Fund’s issuance of any senior notes or similar debt securities. Other than
with respect to reverse repurchase agreements, Borrowings do not include trading practices or instruments that, according to the
SEC or its staff, may cause senior securities concerns.
The
Adviser is responsible for making recommendations to the Board regarding the Fund’s use of Borrowings. On November 5, 2020 the
Fund issued senior unsecured notes (“Notes”) in an aggregate amount of $225,000,000 in three fixed-rate series. The
10-, 12-, and 15-year series will pay interest semi-annually at the rate of 2.62%, 2.72%, and 2.87%, respectively. The Fund must
experience a 2.72% rate of return in order to cover annual interest payments on the Notes. The Notes were issued in private placement
offerings to institutional investors and are not listed on any exchange or automated quotation system. There can be no assurance
that the use of leverage will be successful in enhancing the level of the Fund’s total return.
Effects
of Leverage
The
following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on Fund
share total return, assuming investment portfolio total returns (comprised of income and changes in the value of securities held
in the Fund’s portfolio) of minus 10% to plus 10%. These assumed investment portfolio total returns are hypothetical figures and
are not necessarily indicative of the investment portfolio total returns experienced or expected to be experienced by the Fund.
Further, the assumed investment portfolio total returns are after (net of) all of the Fund’s expenses other than expenses associated
with leverage); but such leverage expenses are deducted when determining the Fund share total return. See “Risk Factors.”
The table further reflects the use of leverage representing 9.57% of the Fund’s total assets and estimated leverage costs of 2.72%.
Assumed
Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Fund
Share Total Return |
-11.76% |
-6.07% |
-0.37% |
5.32% |
11.01% |
Corresponding
Fund share total return is composed of two elements: Fund dividends paid by the Fund (the amount of which is largely determined
by the Fund’s net distributable income after paying interest or dividends on the Fund’s leverage) and gains or losses on the value
of the securities the Fund owns. As required by SEC rules, the table above assumes that the Fund is more likely to suffer capital
losses than to enjoy capital appreciation. For example, to assume a total return of 0% would assume that the distributions the
Fund receives on its investments are entirely offset by losses in the value of those securities.
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Annual Coverage Return Rate [Percent] |
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2.72%
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Effects of Leverage [Table Text Block] |
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Assumed
Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Fund
Share Total Return |
-11.76% |
-6.07% |
-0.37% |
5.32% |
11.01% |
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Return at Minus Ten [Percent] |
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(11.76%)
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Return at Minus Five [Percent] |
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(6.07%)
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Return at Zero [Percent] |
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(0.37%)
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Return at Plus Five [Percent] |
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5.32%
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Return at Plus Ten [Percent] |
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11.01%
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Effects of Leverage, Purpose [Text Block] |
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The
following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on Fund
share total return, assuming investment portfolio total returns (comprised of income and changes in the value of securities held
in the Fund’s portfolio) of minus 10% to plus 10%. These assumed investment portfolio total returns are hypothetical figures and
are not necessarily indicative of the investment portfolio total returns experienced or expected to be experienced by the Fund.
Further, the assumed investment portfolio total returns are after (net of) all of the Fund’s expenses other than expenses associated
with leverage); but such leverage expenses are deducted when determining the Fund share total return. See “Risk Factors.”
The table further reflects the use of leverage representing 9.57% of the Fund’s total assets and estimated leverage costs of 2.72%.
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Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
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Long Term Debt [Table Text Block] |
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NOTE
10. SENIOR NOTES
On
November 5, 2020, the Fund issued senior unsecured notes (“Notes”) in an aggregate amount of $225,000,000 in three
fixed-rate series. The Notes were issued in private placement offerings to institutional investors and are not listed on any exchange
or automated quotation system. The note purchase agreement (the “Agreement”) contains various covenants related to
other indebtedness and limits on the Fund’s overall leverage. Under the 1940 Act and the terms of the Notes, the Fund may
not declare dividends or make other distributions on shares of its common stock or make purchases of such shares if, at any time
of the declaration, distribution or purchase, asset coverage with respect to senior securities representing indebtedness (including
the Notes) would be less than 300%.
The
table below sets forth a summary of the key terms of each series of Notes outstanding at November 30, 2024.
Series | | |
Principal
Outstanding
November 30,
2024 | | |
Payment
Frequency | |
Unamortized
Offering Costs | | |
Estimated
Fair Value November 30, 2024 | | |
Fixed
Interest Rate | | |
Maturity
Date |
A | | |
$ | 85,000,000 | | |
Semi-Annual | |
$ | 498,284 | | |
$ | 72,287,124 | | |
| 2.62 | % | |
November 5, 2030 |
B | | |
$ | 85,000,000 | | |
Semi-Annual | |
$ | 555,457 | | |
$ | 69,974,604 | | |
| 2.72 | % | |
November 5, 2032 |
C | | |
$ | 55,000,000 | | |
Semi-Annual | |
$ | 396,340 | | |
$ | 43,505,606 | | |
| 2.87 | % | |
November 5, 2035 |
The
Fund incurred costs in connection with the issuance of the Notes. These costs, totaling $2,226,190, were recorded as a deferred
charge and are being amortized over the respective life of each series of notes. Amortization of $190,869 is included as Offering
Costs on the Statement of Operations and the carrying amount on the Statement of Assets and Liabilities is equal to the principal
amount of the Notes less unamortized offering costs. The estimated fair value of the Notes was calculated, for disclosure purposes,
based on estimated market yields for comparable debt instruments with similar maturity and terms. The Fund categorizes the Notes
as Level 2 securities within the fair value hierarchy.
The
Fund shall at all times maintain a current rating given by a NRSRO (Nationally Recognized Statistical Rating Organization) of
at least Investment Grade with respect to the Notes and shall
not
at any time have any rating given by a NRSRO of less than Investment Grade with respect to the Notes. The Notes have been assigned
an ‘A’ long-term rating by Fitch Ratings.
At
November 30, 2024, the Fund was in compliance with all covenants under the Agreement.
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Investments in Common Stocks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Investments
in Common Stocks. The Fund intends to invest, under normal market conditions, at least 80% of its total assets in publicly
traded common stocks. Common stocks generally have greater risk exposure and reward potential over time than bonds. The volatility
of common stock prices has
historically
been greater than bonds, and as the Fund invests primarily in common stocks, the Fund’s NAV may also be volatile. Further,
because the time horizon for the Fund’s investments in common stock is longer, the time necessary for the Fund to achieve
its objective of total return will likely be longer than for a fund that invests solely for income.
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Fixed Income Securities [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Fixed
Income Securities. The Fund may invest in fixed income securities from time to time. Fixed income securities are affected
by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the
average maturity of the bonds held by a Fund, the more sensitive the Fund is likely to be to interest-rate changes. There is the
possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest
payments.
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Non-Diversified Status Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Non-Diversified
Status Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater
portion of its assets in securities of a single issuer than a “diversified” fund. The Fund will therefore be more
susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.
The Fund intends to diversify its investments to the extent necessary to qualify, and maintain its status, as a regulated investment
company under U.S. federal income tax laws.
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Issuer Focus Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Issuer
Focus Risk. The Fund may hold significant positions in a few issuers. Taking larger positions is likely to increase the volatility
of the Fund’s NAV, reflecting fluctuation in the value of large Fund holdings. In addition, both the Code and 1940 Act allow
positions in single issuers to exceed statutory diversification thresholds if the excess occurs as a result of market variations.
In such cases, the Fund may continue to hold such excess positions for the sake of tax efficiency. Thus, in such circumstances,
the Fund may be even more susceptible to being adversely affected by any corporate, economic, political or regulatory occurrence
affecting issuer positions which exceed such thresholds. Note that the risk described here is distinct from the risk of concentration
as the term is generally understood under the 1940 Act, which refers whether a particular fund invests in excess of 25% of its
total assets in issuers within the same industry or group of industries. As a matter of fundamental policy, the Fund may not invest
in the securities of companies conducting their principal business activity in the same industry if, immediately after such investment,
the value of its investments in such industry would exceed 25% of the value of its total assets.
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Investments in Mid- and Small-cap Securities [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Investments
in Mid- and Small-cap Securities. The Fund may invest in small- and mid-cap companies from time to time. Generally, small-cap
stocks are those securities issued by companies with a total market capitalization of between $250 million to $2 billion, and
mid-cap stocks are those securities issued by companies with a total market capitalization of between $2 billion to $10 billion.
Small- and mid-cap stocks in which the Fund may invest may present greater opportunities for capital growth than larger companies,
but also may be more volatile and subject to greater risk. The small- and mid-cap stocks in which the Fund may invest may present
greater opportunities for capital growth than larger companies, but also may be more volatile and subject to greater risk. This
is because smaller companies generally may have limited financial resources, product lines and markets, and their securities may
trade less frequently and in more limited volumes than the securities of larger companies, which could lead to higher transaction
costs and reduced returns to holders of these securities, including potentially the Fund. In addition, there may be less publicly
available information about smaller companies which can also lead to higher risk in terms of arriving at an accurate valuation
for these smaller companies.
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Leveraging Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Leveraging
Risk. The Fund currently uses leverage. Use of leverage may have a number of adverse effects on the Fund and its stockholders
including without limitation: (i) leverage may magnify market fluctuations in the Fund’s underlying holdings thus causing
a disproportionate change in the
Fund’s
NAV; and (ii) the Fund’s cost of leverage may exceed the return on the underlying securities acquired with the proceeds
of the leverage, thereby diminishing rather than enhancing the return to stockholders and generally making the Fund’s total
return to stockholders more volatile.
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Discount From NAV [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Discount
From NAV. The common stock of closed-end funds frequently trades at market prices less than the value of the net assets attributable
to those shares (a “discount”). The possibility that the Fund’s shares will trade at a discount from NAV is
a risk separate and distinct from the risk that the Fund’s NAV will decrease. The risk of purchasing shares of a closed-end
fund that might trade at a discount is more pronounced for investors who wish to sell their shares in a relatively short period
of time because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon the
existence of a premium or discount than upon portfolio performance.
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Repurchase of Fund Shares [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Repurchase
of Fund Shares. The Fund is authorized to repurchase shares on the open market when the shares are trading at a discount from
NAV per share as determined by the Board from time to time. Any acquisition of shares by the Fund will decrease the total assets
of the Fund and, therefore, have the effect of increasing the Fund’s expense ratio and may adversely affect the ability
of the Fund to achieve its investment objective.
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Issuer Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Issuer
Risk. The value of the Fund’s portfolio may decline for a number of reasons directly related to the issuers of the securities
in the portfolio, such as management performance, financial leverage and reduced demand for an issuer’s goods and services.
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Inflation Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Inflation
Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the Fund’s portfolio can decline.
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Foreign Securities Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Foreign
Securities Risk. The Fund is permitted to invest in foreign securities without limitation. Investment in non-U.S. issuers
may involve unique risks compared to investing in securities of U.S. issuers. These risks are more pronounced to the extent that
the Fund invests a significant portion of its non-U.S. investments in one region or in the securities of emerging market issuers.
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Currency Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Currency
Risk. The Fund can hold investments in foreign securities and thus a portion of the Fund’s assets may be quoted or
denominated in non-U.S. currencies. These securities may be adversely affected by fluctuations in relative currency exchange
rates and by exchange control regulations. The Fund’s investment performance may be negatively affected by a
devaluation of a currency in which the Fund’s investments are quoted or denominated. Further, the Fund’s
investment performance may be significantly affected, either positively or negatively, by currency exchange rates because the
U.S. dollar value of securities quoted or denominated in another currency will increase or decrease in response to changes in
the value of such currency in relation to the U.S. dollar.
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Investments in Registered Investment Companies [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Investments
in Registered Investment Companies. The Fund may invest in securities issued by other registered investment companies subject
to such limitations, restrictions and conditions as imposed by Federal law. Accordingly, the Fund will be subject to the particular
risks associated with investing in other funds that are separate from risks associated with the underlying investments held by
such registered investment companies. Both the Fund and any registered investment companies in which it invests pay management
fees. In addition, the registered investment companies in which the Fund invests will typically incur other operating expenses
that are borne by their investors, including the Fund. As a result, Fund stockholders will bear not only the Fund’s management
fees and operating expenses, but also the fees and expenses of the registered investment companies in which the Fund invests.
Investors would bear less expense if they invested directly in the underlying registered investment companies in which the Fund
invests. The Fund may also invest in registered investment
companies
that are not limited in their portfolio trading activity and thus may experience high portfolio turnover rates. Higher turnover
rates generally result in correspondingly greater brokerage commissions and other transactional expenses which may be borne by
the Fund, directly or through its investment in registered investment companies.
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Liquidity Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Liquidity
Risk. Although the Fund invests primarily in securities traded on national exchanges, it may invest in less liquid assets
from time to time that are not readily marketable and may be subject to restrictions on resale. Illiquid securities may be more
difficult to value or may impair the Fund’s ability to realize the full value of its assets in the event of a voluntary
or involuntary liquidation of such assets and thus may cause a decline in the Fund’s NAV. The Fund is not limited in the
amount of its assets that may be invested in securities which are not readily marketable or are subject to restrictions on resale,
although it may not invest more than 30% of the value of its total assets in securities which have been acquired through private
placement. In certain situations, the Fund could find it more difficult to sell such securities at times, in amounts and at prices
they consider reasonable.
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Derivatives Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Derivatives
Risk. The Fund’s use of derivative instruments (such as options, futures and swaps) could produce disproportionate gains
or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly
greater than, the risks associated with investing directly in securities and other traditional investments (including, for example,
risks associated with the creditworthiness of counterparties). The Fund may also be indirectly exposed to derivatives risk through
an underlying fund’s use of such instruments. Under certain market conditions, derivatives may become harder to value or
sell at a fair price, and may thus entail liquidity risks.
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Anti-Takeover Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Anti-Takeover
Risk. The Fund’s constituent documents, as amended, include provisions that could limit the ability of other entities
or persons to acquire control of the Fund or to change the composition of its Board. Such provisions could limit the ability of
stockholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain
control of the Fund. These provisions include, for example, mechanisms governing the consideration of certain matters at stockholder
meetings and special voting requirements for the approval of certain transactions. The Fund’s Board is also “classified,”
which means that membership of the Board is divided into separate classes, each class serving staggered terms. Finally, trusts
and other entities and individuals affiliated with Stewart R. Horejsi and the Horejsi family will continue to own a substantial
portion of the Fund’s common shares and thus may discourage a third party from seeking to obtain control of the Fund. Such
structures and share ownership may have the overall effect of making any hostile attempt to take control of the Fund through a
proxy contest more difficult.
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Market Disruption and Geopolitical Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Market
Disruption and Geopolitical Risk. The value of your investment in the Fund is based on the values of the Fund’s investments,
which may change due to economic and other events that affect markets generally, as well as those that affect particular regions,
countries, industries, companies or governments. These movements, sometimes called volatility, may be greater or less depending
on the types of securities the Fund owns and the markets in which the securities trade. The increasing interconnectivity between
global economies and financial markets increases the likelihood that events or conditions in one region or financial market may
adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform
due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural
disasters, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of
global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political
discord or debt crises and
downgrades,
among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The
occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S.
or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s)
could have a significant adverse impact on the value, liquidity and risk profile of the Fund’s portfolio, as well as its
ability to sell securities to meet redemptions. There is a risk that you may lose money by investing in the Fund.
Social,
political, economic and other conditions and events, such as natural disasters, health emergencies (e.g., epidemics and pandemics),
terrorism, conflicts and social unrest, may occur and could significantly impact issuers, industries, governments and other systems,
including the financial markets. As global systems, economies and financial markets are increasingly interconnected, events that
once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region
or financial market will, more frequently, adversely impact issuers in other countries, regions or markets. These impacts can
be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. These types of events
quickly and significantly impact markets in the U.S. and across the globe leading to extreme market volatility and disruption.
The value of the Fund’s investment may decrease as a result of such events, particularly if these events adversely impact
the operations and effectiveness of the adviser, sub-adviser or other key service providers or if these events disrupt systems
and processes necessary or beneficial to the investment advisory activities utilized to the benefit of the Fund.
|
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Cybersecurity Risk [Member] |
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General Description of Registrant [Abstract] |
|
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Risk [Text Block] |
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Cybersecurity
Risk. In connection with the increased use of technologies such as the Internet and the dependence on computer systems to
perform necessary business functions, the Fund is susceptible to operational, information security, and related risks due to the
possibility of cyber- attacks or other incidents. Cyber incidents may result from deliberate attacks or unintentional events.
Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized
access to systems, networks, or devices that are used to service the Fund’s operations through hacking or other means for
the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks
may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks
(which can make a website unavailable) on the Fund’s website. In addition, authorized persons could inadvertently or intentionally
release confidential or proprietary information stored on a Fund’s systems.
Cyber
security failures or breaches by the Fund’s service providers (including, but not limited to, the adviser, distributor,
custodian, transfer agent, financial intermediaries, and sub-adviser) may cause disruptions and impact the service providers’
and the Fund’s business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact
business and the Fund to process transactions, inability to calculate the Fund’s net asset value, violations of applicable
privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional
compliance costs. The Fund and its shareholders could be negatively impacted as a result of successful cyber-attacks against,
or security breakdowns of, the Fund or its third party service providers.
The
Fund may incur substantial costs to prevent or address cyber incidents in the future. In addition, there is a possibility that
certain risks have not been adequately identified or prepared for. Furthermore, the Fund cannot directly control any cyber security
plans and systems put in place by third party service providers. Cyber security risks are also present for issuers of securities
in which
the
Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment
in such securities to lose value.
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Senior Unsecured Notes [Member] |
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Financial Highlights [Abstract] |
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Senior Securities Amount |
[2] |
$ 225,000,000
|
[1] |
$ 225,000,000
|
[1] |
$ 223,169,000
|
$ 222,978,000
|
$ 222,749,000
|
$ 225,000,000
|
[1] |
|
Senior Securities Coverage per Unit |
[3] |
$ 10,416
|
|
$ 8,261
|
|
$ 7,925
|
$ 7,882
|
$ 6,863
|
$ 10,416
|
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Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
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Security Title [Text Block] |
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Notes
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Long Term Debt, Principal |
|
$ 225,000,000
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Long Term Debt, Dividends and Covenants [Text Block] |
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|
The note purchase agreement (the “Agreement”) contains various covenants related to
other indebtedness and limits on the Fund’s overall leverage. Under the 1940 Act and the terms of the Notes, the Fund may
not declare dividends or make other distributions on shares of its common stock or make purchases of such shares if, at any time
of the declaration, distribution or purchase, asset coverage with respect to senior securities representing indebtedness (including
the Notes) would be less than 300%.
|
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Senior Notes Series A [Member] |
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General Description of Registrant [Abstract] |
|
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|
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Annual Interest Rate [Percent] |
|
|
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|
|
|
2.62%
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Long Term Debt, Principal |
|
85,000,000
|
|
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|
Senior Notes Series B [Member] |
|
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General Description of Registrant [Abstract] |
|
|
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|
|
Annual Interest Rate [Percent] |
|
|
|
|
|
|
|
|
2.72%
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Long Term Debt, Principal |
|
85,000,000
|
|
|
|
|
|
|
|
|
|
Senior Notes Series C [Member] |
|
|
|
|
|
|
|
|
|
|
|
General Description of Registrant [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Annual Interest Rate [Percent] |
|
|
|
|
|
|
|
|
2.87%
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Long Term Debt, Principal |
|
$ 55,000,000
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
General Description of Registrant [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Share Price |
|
$ 16.73
|
|
13.42
|
|
13.31
|
13.02
|
10.91
|
$ 16.73
|
|
|
NAV Per Share |
|
$ 21.97
|
|
$ 16.83
|
|
$ 15.88
|
$ 15.69
|
$ 13.29
|
$ 21.97
|
|
$ 13.56
|
Latest Premium (Discount) to NAV [Percent] |
|
(23.90%)
|
|
(20.30%)
|
|
|
|
|
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Outstanding Security, Not Held [Shares] |
|
96,441,500
|
|
97,068,000
|
|
97,333,000
|
97,802,000
|
98,271,000
|
|
|
|
|
|
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SRH Total Return (NYSE:STEW)
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SRH Total Return (NYSE:STEW)
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De Fev 2024 até Fev 2025