FLAHERTY & CRUMRINE TOTAL RETURN FUND INC

Proxy Solicitation & Information Statement • Mar 2, 2023

DEF 14A 1 flc-def14a_041923.htm DEFINITIVE PROXY STATEMENT

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SCHEDULE 14A

PROXY STATEMENT

PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant ☒

Filed by Party other than the Registrant

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential for Use of the Commission Only as permitted by Rule 14a-6(e)(2)
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12

Flaherty & Crumrine Total Return Fund Incorporated

(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

| (1) | Title
of each class of securities to which transaction applies: ________ |
| --- | --- |
| (2) | Aggregate
number of securities to which transaction applies: _______ |
| (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how
it was determined): ________ |
| (4) | Proposed
maximum aggregate value of transaction: _______ |
| (5) | Total
fee paid: ______________ |

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.

(1)	Amount previously paid: ______________
(2)	Form, Schedule or Registration Statement No.: __________
(3)	Filing Party: _______________
(4)	Date Filed: ________________

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FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED
PO
Box 43131
Providence,
RI 02940-3131	EVERY
VOTE IS IMPORTANT
	EASY
VOTING OPTIONS:
	●	VOTE
BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope
	●	VOTE
IN PERSON Attend Shareholder Meeting 301 East Colorado Blvd., Suite 800 Pasadena, California on April 19, 2023

Please fold along the perforation, detach and return the bottom portion in the enclosed envelope.

PROXY FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 19, 2023

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS. The undersigned holder of shares of Common Stock of Flaherty & Crumrine Total Return Fund Incorporated, a Maryland corporation (the “Fund”), hereby appoints R. Eric Chadwick, Bradford S. Stone and Chad C. Conwell, proxies for the undersigned, each with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held at the offices of Flaherty & Crumrine Incorporated, 301 East Colorado Boulevard, Suite 800, Pasadena, California 91101 at 8:00 a.m. PDT, on April 19, 2023, and any adjournments or postponements thereof (the “Meeting”).

The undersigned hereby acknowledges receipt of the Notice of Annual Meetings of Shareholders and Joint Proxy Statement and hereby instructs said proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.

CHANGE OF ADDRESS

FLC_33136_020823

PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 19, 2023. The Notice of Annual Meetings of Shareholders, Joint Proxy Statement and Proxy Card are available at: www.preferredincome.com

Please fold along the perforation, detach and return the bottom portion in the enclosed envelope.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒

A Proposal THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEE LISTED.

1. Election of Director:

FOR WITHHOLD

01 David Gale ☐ ☐

1. To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting or any adjournment or postponement thereof in the discretion of the Proxy holder.

B Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note : Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

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(mm/dd/yyyy) ─ Please print date below |
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xxxxxxxxxxxxxx FLC 33136 xxxxxxxx