(a) The Report to Stockholders
is attached herewith.
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 $0.12
per share on a quarterly basis during the six-month period ended May 31, 2022. 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 |
Performance Overview |
2 |
Portfolio of Investments |
7 |
Statement of Assets and Liabilities |
11 |
Statement of Operations |
12 |
Statements of Changes in Net Assets |
13 |
Statement of Cash Flows |
14 |
Financial Highlights |
16 |
Notes to Financial Statements |
19 |
Additional Information |
28 |
Summary of Dividend Reinvestment Plan |
31 |
Semi-Annual Report | May 31, 2022 |
1 |
SRH Total Return Fund, Inc. |
Performance Overview |
May
31, 2022 (Unaudited)
Semi-Annual Update:
The SRH Total Return Fund, Inc. (the "Fund") generated
a return of 4.3% on its net assets during the six-month period ended May 31, 2022 (the "period"). The Fund outperformed
the S&P 500 Index which lost -8.9% and the Dow Jones Industrial Average Index ("DJIA") which lost -3.4% during the
period. The Fund underperformed the Morningstar U.S. Large Value Index which returned 7.1% during the period. More detail on various
holding period returns can be found in the table below.
The Fund has outperformed the S&P 500 Index, DJIA, and Morningstar
U.S. Large Value Index on an annualized net assets basis since affiliates of Rocky Mountain Advisers, LLC ("RMA") became
investment advisers to the Fund in January of 2002.
On a market price basis, the Fund gained 5.1% for the period,
outperforming the Fund's return performance on a NAV basis of 4.3%. The outperformance was due to a narrowing of the discount of
the Fund's market share price relative to its net asset value (the "Discount") over the period. At the beginning of the
period the Discount was -17.0% and at the end of the period the Discount was -16.4%.
|
3 months |
6 months |
One Year |
Three
Years* |
Five Years* |
Ten Years* |
Since January 2002** |
STEW (NAV) |
-1.13% |
4.34% |
3.15% |
12.15% |
11.08% |
12.65% |
8.85% |
STEW (Market) |
-2.30% |
5.11% |
0.88% |
12.46% |
11.30% |
13.39% |
7.72% |
S&P 500 Index† |
-5.16% |
-8.85% |
-0.30% |
16.44% |
13.38% |
14.40% |
8.71% |
DJIA†† |
-2.14% |
-3.37% |
-2.65% |
12.30% |
11.87% |
12.91% |
8.70% |
Morningstar US Large Value Index††† |
0.89% |
7.14% |
5.21% |
12.71% |
10.25% |
11.72% |
7.36% |
| ** | Annualized since January 2002, when affiliates of RMA 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 13.5 trillion
indexed or benchmarked to the index, with indexed assets comprising approximately USD 5.4 trillion of this total as of December
31, 2020. 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 (ESG) 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.
The largest contributors to performance during the period were
Berkshire Hathaway, Inc. (BRK/A & BRK/B) and Enterprise Product Partners (EPD), which contributed 4.74% and 1.55%, respectively,
to the Fund's total return on net assets. The largest detractors to performance during the period were JPMorgan Chase & Co.
(JPM) and Cisco Systems Inc. (CSCO), which detracted -1.54% and -1.00%, respectively, to the Fund's total return on net assets.
www.srhtotalreturnfund.com |
2 |
SRH Total Return Fund, Inc. |
Performance Overview |
May
31, 2022 (Unaudited)
During the period, the Fund's position in American Express Co.
(AXP) was reduced. The Fund's full positions in Heineken Holding NV (HEIO) and Ventas Inc. (VTR) were sold. During the period,
the Fund purchased additional shares of eBay Inc. (EBAY), Intel Corp (INTC), and Cohen and Steers Infrastructure Fund (UTF).
The Fund repurchased and retired 469,255 shares of its Common
Stock during the period. The shares were repurchased at an average price of $13.34. Since the Fund's Board of Directors ("Board")
reinstated the share repurchase program in August 2017, the Fund has repurchased and retired 8,763,699 shares at an average price
of $10.25 per share.
The following table shows the top ten holdings in the Fund as
of May 31, 2022:
Holding |
Symbol(s) |
Percentage of Total Managed Assets |
Berkshire Hathaway, Inc. |
BRK/A and BRK/B |
35.8% |
JPMorgan Chase & Co. |
JPM |
7.6% |
Cash and Short-Term Investments |
SALXX, SAMXX, and Treasuries |
6.1% |
Yum! Brands, Inc. |
YUM |
5.8% |
Enterprise Products Partners LP |
EPD |
5.6% |
Cisco Systems, Inc. |
CSCO |
4.6% |
Cohen & Steers Infrastructure Fund, Inc. |
UTF |
4.2% |
Pfizer, Inc. |
PFE |
4.1% |
NRG Energy, Inc. |
NRG |
3.9% |
Wells Fargo & Co. |
WFC |
3.6% |
We'd also like to update stockholders on some recent news:
Fund Name Change
The Board approved a change to the name and ticker of the Fund
effective on April 4, 2022. The name (formerly Boulder Growth & Income Fund, Inc.) was changed to SRH Total Return Fund, Inc.
and is now trading under a new symbol "STEW". The Board prompted the change, in part, to better describe the Fund's investment
objective of providing total return to investors. The Board also agreed the change was appropriate to remove the geographic reference
in the name, as such association was no longer applicable to either Paralel Advisors LLC or Rocky Mountain Advisers, LLC, the Fund's
respective investment adviser and investment sub-adviser.
No changes were made to the Fund's investment objectives or
investment strategy.
Portfolio Manager Retirement
The Fund announced that effective April 1, 2022, Stewart Horejsi
retired from his role as a portfolio manager of the Fund and as Chief Investment Officer of RMA. Mr. Horejsi served as the Fund's
portfolio manager since January 2002. Joel Looney and Jacob Hemmer have continued in their current portfolio manager roles, collectively
responsible for the day-to-day management of the Fund's assets.
Semi-Annual Report | May 31, 2022 |
3 |
SRH Total Return Fund, Inc. |
Performance Overview |
May
31, 2022 (Unaudited)
As always, we appreciate your continued support of the Fund.
Sincerely,
|
|
|
|
Joel Looney |
Jacob Hemmer |
Portfolio Manager |
Associate 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 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.
www.srhtotalreturnfund.com |
4 |
SRH Total Return Fund, Inc. |
Performance Overview |
May
31, 2022 (Unaudited)
Growth of $10,000 (as of May 31, 2022)
Comparison of change in value of a hypothetical $10,000 investment
in the Fund and the Underlying Indexes
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 shareholders would pay on Fund distributions or the sale of Fund shares.
An investment in the Fund involves risk, including loss of principal.
Semi-Annual Report | May 31, 2022 |
5 |
SRH Total Return Fund, Inc. |
Performance Overview |
May
31, 2022 (Unaudited)
The table below is a summary of the distributions
paid for the six months ended May 31, 2022.
| |
Net Asset Value | | |
Per Share of Common Stock Market Price | | |
Distribution Paid* | |
1/31/2022 | |
$ | 16.60 | | |
$ | 14.08 | | |
$ | 0.12 | |
4/29/2022 | |
| 15.90 | | |
| 13.42 | | |
| 0.12 | |
| * | Please refer to page 30 for classifications of distributions for the six months ended May 31, 2022. |
INVESTMENTS AS A % OF TOTAL NET ASSETS
APPLICABLE TO COMMON STOCKHOLDERS
Holdings are subject to change
www.srhtotalreturnfund.com |
6 |
ASSETS: | |
| |
Total Investments at Value | |
| |
Cost ($779,035,741) | |
$ | 1,790,972,755 | |
Dividends and interest receivable | |
| 2,403,932 | |
Cash | |
| 545,569 | |
Prepaid expenses and other assets | |
| 92,077 | |
Total Assets | |
| 1,794,014,333 | |
| |
| | |
LIABILITIES: | |
| | |
Written options, at value | |
| | |
(Premiums received $2,255,388) | |
| 1,632,750 | |
Senior notes (net of deferred offering cost of $1,926,732) (Note 10) | |
| 223,073,268 | |
Payable for investments purchased | |
| 744,449 | |
Investment advisory fees payable (Note 4) | |
| 1,343,624 | |
Interest payable on senior notes (Note 10) | |
| 448,838 | |
Administration fees payable (Note 4) | |
| 134,916 | |
Printing fees payable | |
| 43,686 | |
Custody fees payable | |
| 60,163 | |
Audit and tax fees payable | |
| 22,955 | |
Directors' fees and expenses payable (Note 4) | |
| 13,931 | |
Accrued expenses and other payables | |
| 7,852 | |
Total Liabilities | |
| 227,526,432 | |
TOTAL NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS | |
$ | 1,566,487,901 | |
| |
| | |
NET ASSETS (APPLICABLE TO COMMON STOCKHOLDERS) CONSIST OF: | |
| | |
Par value of common stock (authorized 249,990,000 shares at $0.01 par value) | |
$ | 973,331 | |
Paid-in capital in excess of par value of common stock | |
| 528,509,918 | |
Total distributable earnings | |
| 1,037,004,652 | |
TOTAL NET ASSETS (APPLICABLE TO COMMON STOCKHOLDERS) | |
$ | 1,566,487,901 | |
| |
| | |
Net Asset Value, $1,566,487,901/97,333,118 common stock outstanding | |
$ | 16.09 | |
See Accompanying Notes to Financial Statements.
Semi-Annual Report | May 31, 2022 |
11 |
SRH Total Return Fund, Inc. |
Statement of Operations |
For the period
Ended May 31, 2022 (Unaudited)
INVESTMENT INCOME: | |
| |
Dividends | |
| |
(net of foreign withholding taxes $5,992) | |
$ | 18,045,928 | |
Interest and other income | |
| 58,363 | |
Total Investment Income | |
| 18,104,291 | |
| |
| | |
EXPENSES: | |
| | |
Investment advisory fees (Note 4) | |
| 8,260,134 | |
Interest on senior notes (Note 10) | |
| 3,068,210 | |
Administration fees (Note 4) | |
| 828,652 | |
Directors' fees and expenses (Note 4) | |
| 121,728 | |
Printing fees | |
| 54,123 | |
Legal fees | |
| 48,871 | |
Custody fees | |
| 23,086 | |
Insurance expense | |
| 28,310 | |
Audit and tax fees | |
| 22,955 | |
Transfer agency fees | |
| 21,598 | |
Offering costs (Note 10) | |
| 94,913 | |
Other | |
| 80,816 | |
Total Expenses | |
| 12,653,396 | |
Net Investment Income | |
| 5,450,895 | |
| |
| | |
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS: | |
| | |
Net realized gain/(loss) on: | |
| | |
Investments | |
| 30,770,793 | |
Written options | |
| 1,218,500 | |
Foreign currency related transactions | |
| 15,821 | |
Net realized gain | |
| 32,005,114 | |
Net change in unrealized appreciation/depreciation on: | |
| | |
Investments | |
| 24,461,008 | |
Written options | |
| (407,862 | ) |
Foreign currency related translations | |
| 1,278 | |
Net change in unrealized appreciation | |
| 24,054,424 | |
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS | |
| 56,059,538 | |
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM OPERATIONS | |
$ | 61,510,433 | |
See Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
12 |
SRH Total Return Fund, Inc. |
Statements of Changes in Net Assets |
| |
For the Six Months Ended May 31, 2022 (Unaudited) | | |
For the Year Ended November 30, 2021 | |
OPERATIONS: | |
| | |
| |
Net investment income | |
$ | 5,450,895 | | |
$ | 1,075,702 | |
Net realized gain on investments, written options and foreign currency transactions | |
| 32,005,114 | | |
| 38,882,918 | |
Long-term capital gain distributions from other investment companies | |
| – | | |
| 3,716,355 | |
Net change in unrealized appreciation on investments, written options and foreign currency translations | |
| 24,054,424 | | |
| 230,280,598 | |
Net Increase in Net Assets Applicable to Common Stockholders Resulting from Operations | |
| 61,510,433 | | |
| 273,955,573 | |
| |
| | | |
| | |
DISTRIBUTIONS TO COMMON STOCKHOLDERS (NOTE 9): | |
| | | |
| | |
From distributable earnings | |
| (23,394,164 | ) | |
| (39,934,017 | ) |
Total Distributions: Common Stockholders | |
| (23,394,164 | ) | |
| (39,934,017 | ) |
| |
| | | |
| | |
CAPITAL SHARE TRANSACTIONS (NOTE 8): | |
| | | |
| | |
Repurchase of fund shares | |
| (6,259,136 | ) | |
| (5,285,690 | ) |
Net Decrease in Net Assets from Capital Share Transactions | |
| (6,259,136 | ) | |
| (5,285,690 | ) |
| |
| | | |
| | |
Net Increase in Net Assets Applicable to Common Stockholders | |
| 31,857,133 | | |
| 228,735,866 | |
| |
| | | |
| | |
TOTAL NET ASSETS: | |
| | | |
| | |
Beginning of period | |
| 1,534,630,768 | | |
| 1,305,894,902 | |
End of period | |
$ | 1,566,487,901 | | |
$ | 1,534,630,768 | |
See Accompanying Notes to Financial Statements.
Semi-Annual Report
| May 31, 2022 |
13 |
SRH Total Return Fund, Inc. |
Statement of Cash Flows |
For the period
ended May 31, 2022 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| |
Net increase in net assets applicable to Common Stockholders resulting from operations | |
$ | 61,510,433 | |
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 | |
| (54,427,877 | ) |
Net sales of short-term investment securities | |
| 19,839,524 | |
Proceeds from disposition of investment securities | |
| 56,018,756 | |
Amortization of premium and accretion of discount on investments | |
| (36,243 | ) |
Premiums received from written options transactions | |
| 2,255,388 | |
Net realized (gain)/loss on: | |
| | |
Investments | |
| (30,770,793 | ) |
Written options | |
| (1,218,500 | ) |
Net change in unrealized appreciation/depreciation on: | |
| | |
Investments | |
| (24,461,008 | ) |
Written options | |
| 407,862 | |
Amortization of offering costs | |
| 94,913 | |
(Increase)/Decrease in assets: | |
| | |
Dividends and interest receivable | |
| (367,316 | ) |
Prepaid expenses and other assets | |
| (17,811 | ) |
Increase/(Decrease) in liabilities: | |
| | |
Interest payable on senior loans | |
| 9,460 | |
Investment advisory fees payable | |
| 943,851 | |
Administration fees payable | |
| 95,845 | |
Directors' fees and expenses payable | |
| 12,942 | |
Legal fees payable | |
| (55,790 | ) |
Audit and tax fees payable | |
| (24,045 | ) |
Custody fees payable | |
| 15,163 | |
Printing fees payable | |
| 14,635 | |
Accrued expenses and other payables | |
| (24,236 | ) |
Net Cash Provided by Operating Activities | |
| 29,815,153 | |
| |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | |
Cash distributions paid to Common Stockholders | |
| (23,394,164 | ) |
Repurchase of fund shares | |
| (6,259,136 | ) |
Net Cash Used in Financing Activities | |
| (29,653,300 | ) |
Effect of exchange rates on cash | |
| – | |
| |
| | |
Net increase in cash | |
| 161,853 | |
Cash, beginning balance | |
| 383,716 | |
Cash, ending balance | |
$ | 545,569 | |
Cash paid for interest on senior notes during the period was: | |
$ | 3,058,750 | |
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 period 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 |
Distributions from net investment income |
Distributions from net realized capital gains |
Distributions from 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 Value — End of Period |
Total Return, Common Share Net Asset Value(c) |
Total Return, Common Share Market Value(c) |
RATIOS TO AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:(d) |
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 Outstanding (000s) |
Asset Coverage Per $1,000 |
See Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
16 |
SRH Total Return Fund, Inc. |
Financial Highlights |
For the Six Months Ended May 31, 2022 (Unaudited) | | |
For the Year Ended November 30, 2021 | | |
For the Year Ended November 30, 2020 | | |
For the Year Ended November 30, 2019 | | |
For the Year Ended November 30, 2018 | | |
For the Year Ended November 30, 2017 | |
| | |
| | |
| | |
| | |
| | |
| |
$ | 15.69 | | |
$ | 13.29 | | |
$ | 13.56 | | |
$ | 13.32 | | |
$ | 12.79 | | |
$ | 10.87 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| 0.06 | | |
| 0.01 | | |
| 0.06 | | |
| 0.07 | | |
| 0.09 | | |
| 0.04 | |
| 0.57 | | |
| 2.79 | | |
| (0.01 | ) | |
| 0.52 | | |
| 0.80 | | |
| 2.28 | |
| 0.63 | | |
| 2.80 | | |
| 0.05 | | |
| 0.59 | | |
| 0.89 | | |
| 2.32 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| (0.24 | ) | |
| – | | |
| (0.05 | ) | |
| (0.08 | ) | |
| (0.06 | ) | |
| (0.10 | ) |
| – | | |
| (0.41 | ) | |
| (0.34 | ) | |
| (0.30 | ) | |
| (0.21 | ) | |
| (0.29 | ) |
| – | | |
| – | | |
| (0.02 | ) | |
| (0.03 | ) | |
| (0.10 | ) | |
| (0.01 | ) |
| (0.24 | ) | |
| (0.41 | ) | |
| (0.41 | ) | |
| (0.41 | ) | |
| (0.37 | ) | |
| (0.40 | ) |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| 0.01 | | |
| 0.01 | | |
| 0.09 | | |
| 0.06 | | |
| 0.01 | | |
| (0.00 | )(b) |
| 0.01 | | |
| 0.01 | | |
| 0.09 | | |
| 0.06 | | |
| 0.01 | | |
| (0.00 | )(b) |
| 0.40 | | |
| 2.40 | | |
| (0.27 | ) | |
| 0.24 | | |
| 0.53 | | |
| 1.92 | |
$ | 16.09 | | |
$ | 15.69 | | |
$ | 13.29 | | |
$ | 13.56 | | |
$ | 13.32 | | |
$ | 12.79 | |
$ | 13.45 | | |
$ | 13.02 | | |
$ | 10.91 | | |
$ | 11.41 | | |
$ | 11.09 | | |
$ | 10.77 | |
| 4.34 | % | |
| 21.86 | % | |
| 2.04 | % | |
| 5.60 | % | |
| 7.78 | % | |
| 22.69 | % |
| 5.11 | % | |
| 23.18 | % | |
| (0.45 | %) | |
| 6.72 | % | |
| 6.57 | % | |
| 29.83 | % |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| 1.57 | %(e) | |
| 1.65 | % | |
| 1.16 | % | |
| 1.11 | % | |
| 1.22 | % | |
| 1.40 | % |
| 1.57 | %(e) | |
| 1.68 | % | |
| 1.17 | % | |
| 1.11 | % | |
| 1.22 | % | |
| 1.40 | % |
| 1.19 | % | |
| 1.24 | % | |
| 1.12 | % | |
| N/A | | |
| 1.21 | % | |
| 1.33 | % |
| 0.67 | %(e) | |
| 0.07 | % | |
| 0.52 | % | |
| 0.54 | % | |
| 0.71 | % | |
| 0.36 | % |
| 0.67 | %(e) | |
| 0.04 | % | |
| 0.51 | % | |
| 0.54 | % | |
| 0.71 | % | |
| 0.36 | % |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| 3 | % | |
| 6 | % | |
| 6 | % | |
| 2 | % | |
| 1 | % | |
| 1 | % |
$ | 1,566,488 | | |
$ | 1,534,631 | | |
$ | 1,305,895 | | |
$ | 1,392,553 | | |
$ | 1,407,553 | | |
$ | 1,356,457 | |
| 97,333 | | |
| 97,802 | | |
| 98,271 | | |
| 102,676 | | |
| 105,657 | | |
| 106,015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 223,073 | (f) | |
$ | 222,978 | (f) | |
$ | 222,749 | (f) | |
| N/A | | |
| N/A | | |
$ | 50,028 | |
| 8,022 | | |
| 7,882 | | |
| 6,863 | | |
| N/A | | |
| N/A | | |
| 28,114 | |
See Accompanying Notes to Financial Statements.
Semi-Annual Report
| May 31, 2022 |
17 |
SRH Total Return Fund, Inc. |
Financial Highlights |
| (a) | Calculated based on the average number of common shares outstanding during each fiscal period. |
| (b) | Amount represents less than $0.005 per common share. |
| (c) | 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. |
| (d) | 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 Portfolio of Investments). |
| (f) | The amount shown is due to the issuance of senior notes (See Note 10). |
See Accompanying Notes to Financial Statements.
www.srhtotalreturnfund.com |
18 |
SRH Total Return Fund, Inc. |
Notes to Financial Statements |
|
May 31, 2022 (Unaudited) |
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”).
Prior to April 4, 2022, the Fund’s name and ticker were Boulder Growth & Income Fund, Inc. (“BIF”).
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”). The Board has delegated to
the Valuation Committee, the responsibility of determining the fair value of any security or financial instrument owned by the Fund 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 Valuation Committee, does not represent fair value (“Fair Value
Securities”). The appointment of any officer or employee of the investment adviser or Fund to the Valuation Committee shall be promptly
reported to the Board and ratified by the Board at its next regularly scheduled meeting. The Valuation Committee is responsible for reporting
to the Board, on a quarterly basis, valuations and certain findings with respect to the Fair Value Securities. Such valuations and findings
are reviewed by the entire Board on a quarterly basis.
For valuation purposes, the last quoted prices of non-U.S. equity securities
may be adjusted under certain circumstances described below. If the Valuation Committee 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 Committee 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 Committee reviews a variety of factors, including developments in foreign markets, the performance
of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of
foreign securities. The Valuation Committee 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 Committee may use outside pricing services to provide it with closing prices. The
Valuation Committee 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 Committee 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 Committee adjusts prices, the Valuation
Committee 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.
Semi-Annual Report
| May 31, 2022 |
19 |
SRH Total Return Fund, Inc. |
Notes to Financial Statements |
|
May 31, 2022 (Unaudited) |
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 |
May 31, 2022 (Unaudited)
The following is a summary of the Fund's investments
by inputs used to value those investments and other financial instruments as of May 31, 2022:
Dividend income from investments in real estate
investment trusts ("REITs") is recorded at management's estimate of income included in distributions received. Distributions
received in excess of this amount are recorded as a reduction of the cost of investments. The actual amount of income and return of capital
are determined by each REIT only after its fiscal year-end, and may differ from the estimated amounts. Such differences, if any, are recorded
by the Fund in the following annual financial reporting period.
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 assets and liabilities, other than investments in securities at fiscal period-end,
resulting from changes in exchange rates.
SRH Total Return Fund, Inc. |
Notes to Financial Statements |
May 31, 2022 (Unaudited)
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: Like many other companies,
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 period ended May 31, 2022,
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 and efficiently
than if it were to make direct purchases or sales of securities capable of affecting a similar response to market factors.
www.srhtotalreturnfund.com |
22 |
SRH Total Return Fund, Inc. |
Notes to Financial Statements |
May 31, 2022 (Unaudited)
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.
Semi-Annual Report | May 31, 2022 |
23 |
SRH Total Return Fund, Inc. |
Notes to Financial Statements |
May 31, 2022 (Unaudited)
For the period ended May 31, 2022, 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 | |
Fair Value | |
Liability Derivatives Statement of Assets and Liabilities Location | |
Fair Value | |
Equity Contracts (Written Options) | |
N/A | |
N/A | |
Written options, at value | |
$ | 1,632,750 | |
Total | |
| |
N/A | |
| |
$ | 1,632,750 | |
For the period ended May 31, 2022, 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 gain on written options/ Net change in unrealized depreciation on written options | |
$ | 1,218,500 | | |
$ | (407,862 | ) |
Total | |
| |
$ | 1,218,500 | | |
$ | (407,862 | ) |
The average monthly notional value of written
option contracts for the Fund was $18,562,242 during the period ended May 31, 2022.
Note 4. ADVISORY FEES, ADMINISTRATION FEES AND
OTHER AGREEMENTS
Paralel Advisors LLC ("Paralel") serves
as the Fund's investment adviser pursuant to an advisory agreement with the Fund. The Fund pays Paralel an annual fee, calculated 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
Rocky Mountain Advisers, LLC ("RMA")
provides sub-advisory services to the Fund pursuant to a sub-advisory agreement between RMA and Paralel. Paralel, not the Fund, pays RMA
an annual sub-advisory fee based on average Managed Assets of the Fund.
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 certain out-of-pocket expenses and asset-based fees based on the Fund's average Managed Assets,
which are accrued daily and paid monthly.
Paralel is a wholly owned subsidiary of PRT. RMA
may be deemed an affiliate of PRT and Paralel under the 1940 Act due to an indirect, non-controlling investment in PRT by SCLT Holdings,
LLC, a fully owned subsidiary of the Susan L. Ciciora Trust, which is also the sole member of RMA. The Susan L. Ciciora Trust may be deemed
an affiliate of the Fund.
No persons (other than the Independent Directors)
receive compensation from the Fund for acting as a director or officer; however, officers of the Fund are officers or employees of Paralel,
RMA 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, RMA 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.
www.srhtotalreturnfund.com |
24 |
SRH Total Return Fund, Inc. |
Notes to Financial Statements |
May 31, 2022 (Unaudited)
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 period ended May 31, 2022 were $55,172,326 and $56,017,720 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 May 31, 2022, 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 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.
Semi-Annual Report | May 31, 2022 |
25 |
SRH Total Return Fund, Inc. |
Notes to Financial Statements |
May 31, 2022 (Unaudited)
Note 7. SIGNIFICANT STOCKHOLDERS
On May 31, 2022, 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
approximately 46.63% of the total Common Stock outstanding. Effective April 1, 2022, Stewart R. Horejsi retired from his role as the Chief
Investment Officer of RMA and as a portfolio manager of the Fund.
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 period ended May 31, 2022, the Fund repurchased
469,255 shares of Common Stock at a total purchase amount of $6,259,136 at an average discount of 20.68% of net asset value. For the year
ended November 30, 2021, the Fund repurchased 468,607 shares of Common Stock at a total purchase amount of $5,285,690 at an average discount
of 17.70% of net asset value.
Note 9. TAX BASIS DISTRIBUTIONS AND TAX BASIS
INFORMATION
The amounts and characteristics of tax basis distributions
and composition of distributable earnings/ (accumulated losses) are finalized at fiscal year-end; accordingly, tax basis balances have
not been determined as of May 31, 2022.
The character of distributions paid on a tax basis
during the year ending November 30, 2021 is as follows:
Distributions Paid From: | |
| | |
Ordinary Income | |
$ | 1,015,490 | |
Long-Term
Capital Gain | |
| 38,918,527 | |
| |
$ | 39,934,017 | |
The amount of net unrealized appreciation/(depreciation)
and the cost of investment securities for tax purposes at May 31, 2022 were as follows:
Cost of investments for income tax purposes | |
$ | 765,835,032 | |
Gross appreciation on investments (excess of value over tax cost) | |
| 1,040,398,181 | |
Gross depreciation on investments (excess of tax cost over
value) | |
| (14,637,820 | ) |
Net unrealized appreciation on investments | |
$ | 1,025,760,361 | |
The difference between book and tax basis distributable
earnings is attributable primarily to temporary differences related to wash sales and partnership book and tax differences. In addition,
certain tax cost basis adjustments are finalized at fiscal year-end and therefore have not been determined as of May 31, 2022.
www.srhtotalreturnfund.com |
26 |
SRH Total Return Fund, Inc. |
Notes to Financial Statements |
May 31, 2022 (Unaudited)
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 May 31, 2022.
Series | |
Principal Outstanding May 31, 2022 | | |
Payment Frequency | |
Unamortized Offering Costs | | |
Estimated Fair Value May 31, 2022 | | |
Fixed Interest Rate | | |
Maturity Date |
A | |
$ | 85,000,000 | | |
Semi-Annual | |
$ | 708,766 | | |
$ | 72,972,505 | | |
| 2.62 | % | |
November 5, 2030 |
B | |
$ | 85,000,000 | | |
Semi-Annual | |
$ | 730,830 | | |
$ | 72,292,159 | | |
| 2.72 | % | |
November 5, 2032 |
C | |
$ | 55,000,000 | | |
Semi-Annual | |
$ | 487,136 | | |
$ | 46,285,130 | | |
| 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 $94,913 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 May 31, 2022, the Fund was in compliance with
all covenants under the Agreement.
Semi-Annual Report | May 31, 2022 |
27 |
SRH Total Return Fund, Inc. |
Additional Information |
May 31, 2022 (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.bouldercef.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 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.
www.srhtotalreturnfund.com |
28 |
SRH Total Return Fund, Inc. |
Additional Information |
May 31, 2022 (Unaudited)
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.
STOCKHOLDER MEETING RESULTS
On February 24, 2022, the
Fund held a Special Meeting of Stockholders to consider the proposals set forth below. The following votes were recorded:
Proposal 1: To approve
a new investment advisory agreement between the Fund and Paralel Advisors LLC.
|
# of Votes Cast |
% of Votes Cast |
For |
62,433,439 |
97.74% |
Against/Withhold |
1,444,754 |
2.26% |
TOTAL |
63,878,193 |
100.00% |
Proposal 2: To approve
a new sub-advisory agreement with respect to the Fund between Paralel and Rocky Mountain Advisers, LLC.
|
# of Votes Cast |
% of Votes Cast |
For |
62,418,831 |
97.76% |
Against/Withhold |
1,429,063 |
2.24% |
TOTAL |
63,847,894 |
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 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.
Semi-Annual Report | May 31, 2022 |
29 |
SRH Total Return Fund, Inc. |
Additional Information |
May 31, 2022 (Unaudited)
Total Cumulative Distributions for the fiscal period ended May 31, 2022 | |
% Breakdown of the Total Cumulative Distributions for the fiscal period ended May 31, 2022 | |
Net Investment | |
Net Realized Capital Gains | | |
Return of Capital | | |
Total Per Common Share | | |
Net Investment Income | | |
Net Realized Capital Gains | | |
Return of Capital | | |
Total Per Common Share | |
$0.02774 | |
$ | 0.09441 | | |
$ | 0.11785 | | |
$ | 0.24000 | | |
| 11.56 | % | |
| 39.33 | % | |
| 49.11 | % | |
| 100.00 | % |
LICENSING AGREEMENT
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 |
30 |
SRH Total Return Fund, Inc. |
Summary of Dividend Reinvestment Plan |
May 31, 2022 (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 30170, College Station, TX, 77842-3170. To receive a full copy
of the Fund's Dividend Reinvestment Plan, please contact the Agent at 1-866-228-4853.
Semi-Annual Report | May 31, 2022 |
31 |
DIRECTORS |
|
|
Richard I. Barr |
|
|
|
Dr. Dean L. Jacobson |
|
|
|
Joel W. Looney |
|
|
|
Nicole L. Murphey |
|
|
|
Steven K. Norgaard |
|
|
|
|
INVESTMENT |
|
|
Paralel Advisors LLC |
ADVISER |
|
|
1700 Broadway, Suite 1230 |
|
|
|
Denver, CO 80290 |
|
|
|
|
SUB-INVESTMENT |
|
|
Rocky Mountain Advisers, LLC |
ADVISER |
|
|
2121 E. Crawford Place |
|
|
|
Salina, KS 67401 |
|
|
|
|
ADMINISTRATOR |
|
|
Paralel Technologies LLC |
|
|
|
1700 Broadway, Suite 1230 |
|
|
|
Denver, CO 80290 |
|
|
|
|
CUSTODIAN |
|
|
State Street Bank and Trust |
|
|
|
One Lincoln Street |
|
|
|
Boston, MA 02111 |
|
|
|
|
STOCK TRANSFER |
|
|
Computershare Inc. |
AGENT |
|
|
480 Washington Blvd. |
|
|
|
Jersey City, NJ 07310 |
|
|
|
|
INDEPENDENT |
|
|
Cohen & Company, Ltd. |
REGISTERED PUBLIC |
|
|
1350 Euclid Avenue, Suite 800 |
ACCOUNTING FIRM |
|
|
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 505000
Louisville, KY 40233
(b) Not applicable.