Brookfield Total Return Fund Form 4 BROOKFIELD TOTAL RETURN FUND / MICHELLE LYN RUSSELL-DOWE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RUSSELL-DOWE MICHELLE LYN

(Last) (First) (Middle)

BROOKFIELD INVESTMENT MANAGEMENT INC.

BROOKFIELD PLACE, 250 VESEY ST., 15 FL

(Street)

NEW YORK X1 10281-1023

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BROOKFIELD TOTAL RETURN FUND INC [ HTR.R ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Portfolio Manager

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/26/2012		P		265(1)	A	$21.5	765(2)	I	Spouse
Common Stock	10/26/2012		P		166(3)	A	$22.59	931(4)	I	Spouse
Common Stock	10/26/2012		P		385(5)	A	$21.5	1,853.75(6)	D
Common Stock	10/26/2012		P		696(7)	A	$22.59	2,737(8)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares purchased through the exercise of stock purchase rights issued to the spouse of the Reporting Person in connection with the issuer's rights offfering.

2. Effective August 22, 2012, the issuer affected a 1 for 4 reverse stock split for its shares. The amount of securities beneficially owned following the reported transaction has been adjusted to reflect the reverse stock split. This amount does not include shares held indirectly by the Reporting Person as those shares are reflected in the third and fourth lines of this form.

3. Shares purchased through the exercise of stock purchase rights acquired by the spouse of the Reporting Person in connection with the Issuer's rights offering.

4. This amount does not include shares held indirectly by the Reporting Person as those shares are reflected in the second line of this Form 4.

5. Shares purchased through the exercise of stock purchase rights issued to the Reporting Person in connection with the Issuer's rights offering.

6. Effective August 22, 2012, the Issuer affected a for 4 reverse stock split for its shares. The amount of securities beneficially owned following the reported transaction has been adjusted to reflect the reverse stock split. This amount does not include shares held directly by the Reporting Person as those shares are reflected in the first and second lines of this Form 4.

7. Shares purchased through the exercise of stock purchase rights acquired by the Reporting Person in connection with the Issuer's rights offering.

8. The amount of securities listed herein also includes 187.25 shares acquired through dividend reinvestment between September 26, 2012 and May 18, 2016. This amount does not include shares held directly by the Reporting Person as those shares are reflected in the first and second lines of this Form 4.

	/s/Michelle L. Russell-Dowe, by Waheed Olowa	05/19/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.