FLAHERTY & CRUMRINE TOTAL RETURN FUND INC

Regulatory Filings • Jun 1, 2017

40-17G 1 fandcflc3262452-4017g.htm FIDELITY BOND FILED PURSUANT TO RULE 17G-1(G)(1)

	DECLARATIONS
	FINANCIAL
INSTITUTION INVESTMENT
15 Mountain View
Road, Warren, New Jersey 07059	COMPANY ASSET
PROTECTION BOND
NAME
OF ASSURED (including its Subsidiaries ):	Bond Number:
82302721
FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED 301 EAST COLORADO BLVD., #720
	FEDERAL
INSURANCE COMPANY
PASADENA, CA 91101	Incorporated under the laws of Indiana a
stock insurance company herein called the COMPANY Capital Center, 251 North Illinois, Suite
1100 Indianapolis, IN 46204-1927

| ITEM
1. |
| --- |
| to 12:01
a.m. on May 15, 2018 |

| ITEM
2. |
| --- |
| If "Not Covered" is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and
any other reference shall be deemed to be deleted. There shall be no deductible applicable
to any loss under INSURING CLAUSE 1. sustained by any Investment Company. |

| INSURING CLAUSE | | SINGLE
LOSS — LIMIT OF LIABILITY | DEDUCTIBLE — AMOUNT |
| --- | --- | --- | --- |
| 1. | Employee | $ 750,000 | $ 0 |
| 2. | On
Premises | $ 750,000 | $ 10,000 |
| 3. | In Transit | $ 750,000 | $ 10,000 |
| 4. | Forgery or
Alteration | $ 750,000 | $ 10,000 |
| 5. | Extended Forgery | $ 750,000 | $ 10,000 |
| 6. | Counterfeit
Money | $ 750,000 | $ 10,000 |
| 7. | Threats to Person | $ 750,000 | $ 10,000 |
| 8. | Computer
System | $ 750,000 | $ 10,000 |
| 9. | Voice Initiated Funds Transfer | | |
| | Instruction | $ 750,000 | $ 10,000 |
| 10. | Uncollectible
Items of Deposit | $ 25,000 | $ 10,000 |
| 11. | Audit Expense | $ 25,000 | $ 0 |

ITEM 3. THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:

| O THE
TERMS OF THE FOLLOWING SIMULTANEOUSLY HEREWITH: |
| --- |
| 1-9 |

IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be valid unless also signed by an authorized representative of the Company.

Secretary President

| Countersigned
by |
| --- |
| Authorized Representative |

ICAP Bond (5-98) - Federal
Form 17-02-1421
(Ed. 5-98)	Page 1 of
1

| | The COMPANY, in consideration of
payment of the required premium, and in reliance on the APPLICATION and
all other statements made and information furnished to the COMPANY by the
ASSURED, and subject to the DECLARATIONS made a part of this Bond and to
all other terms and conditions of this Bond, agrees to pay the ASSURED
for: | | | |
| --- | --- | --- | --- | --- |
| Insuring Clauses | | | | |
| Employee | 1. | Loss resulting directly from Larceny or Embezzlement committed by any Employee , alone or in collusion with
others. | | |
| On Premises | 2. | Loss of Property resulting directly from robbery, burglary,
false pretenses, common law or statutory larceny, misplacement, mysterious
unexplainable disappearance, damage, destruction or removal, from the
possession, custody or control of the ASSURED, while such Property is lodged or deposited at premises located anywhere. | | |
| In Transit | 3. | Loss of Property resulting directly from common law or
statutory larceny, misplacement, mysterious unexplainable disappearance,
damage or destruction, while the Property is in transit
anywhere: | | |
| | | a. | in an armored motor vehicle, including loading and unloading
thereof, | |
| | | b. | in the custody of a natural person acting as a messenger of the
ASSURED, or | |
| | | c. | in the custody of a Transportation Company and being
transported in a conveyance other than an armored motor vehicle provided,
however, that covered Property transported in such manner is
limited to the following: | |
| | | | (1) | written
records, |
| | | | (2) | securities issued in registered form, which are not endorsed or are
restrictively endorsed, or |
| | | | (3) | negotiable instruments not payable to bearer, which are not
endorsed or are restrictively endorsed. |
| | | Coverage under this
INSURING CLAUSE begins immediately on the receipt of such Property by the natural person or Transportation Company and ends
immediately on delivery to the premises of the addressee or to any
representative of the addressee located
anywhere. | | |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 1 of
19

Insuring Clauses (continued) — Forgery Or Alteration	4.	Loss resulting directly from:
		a.	Forgery on, or fraudulent material alteration
of, any bills of exchange, checks, drafts, acceptances, certificates of
deposits, promissory notes, due bills, money orders, orders upon public
treasuries, letters of credit, other written promises, orders or
directions to pay sums certain in money, or receipts for the withdrawal of Property , or
		b.	transferring, paying or delivering any funds or other Property , or establishing any credit or giving any value in
reliance on any written instructions, advices or applications directed to
the ASSURED authorizing or acknowledging the transfer, payment, delivery
or receipt of funds or other Property , which instructions, advices
or applications fraudulently purport to bear the handwritten signature of
any customer of the ASSURED, or shareholder or subscriber to shares of an Investment Company , or of any financial institution or Employee but which instructions, advices or applications either bear a Forgery or have been fraudulently materially altered without the
knowledge and consent of such customer, shareholder, subscriber, financial
institution or Employee ;
		excluding, however, under this INSURING CLAUSE
any loss covered under INSURING CLAUSE 5. of this Bond, whether or not
coverage for INSURING CLAUSE 5. is provided for in the DECLARATIONS of
this Bond. For the purpose of this INSURING CLAUSE, a
mechanically reproduced facsimile signature is treated the same as a
handwritten signature.
Extended Forgery	5.	Loss resulting directly from the ASSURED having, in good faith, and
in the ordinary course of business, for its own account or the account of
others in any capacity:
		a.	acquired, accepted or received, sold or delivered, or given value,
extended credit or assumed liability, in reliance on any original Securities, documents or other written instruments which prove
to:
			(1)	bear a Forgery or a fraudulently material alteration,
			(2)	have been
lost or stolen, or
			(3)	be Counterfeit , or
		b.	guaranteed in writing or witnessed any signatures on any transfer,
assignment, bill of sale, power of attorney, guarantee, endorsement or
other obligation upon or in connection with any Securities, documents
or other written instruments .
		Actual physical possession, and continued actual
physical possession if taken as collateral, of such Securities,
documents or other written instruments by an Employee,
Custodian , or a Federal or State chartered deposit institution of
the ASSURED is a condition precedent to the ASSURED having relied on such
items. Release or return of such collateral is an acknowledgment by the
ASSURED that it no longer relies on such
collateral.

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 2 of
19

| Insuring
Clauses — Extended Forgery (continued) | | For the purpose of this INSURING
CLAUSE, a mechanically reproduced facsimile signature is treated the same
as a handwritten signature. | | |
| --- | --- | --- | --- | --- |
| Counterfeit Money | 6. | Loss resulting directly from the receipt by the ASSURED in good
faith of any Counterfeit money. | | |
| Threats To Person | 7. | Loss resulting directly from surrender of Property away from an office of the ASSURED as a result of a threat
communicated to the ASSURED to do bodily harm to an Employee as
defined in SECTION 1.e. (1), (2) and (5), a Relative or invitee of
such Employee , or a resident of the household of such Employee , who is, or allegedly is, being held captive provided,
however, that prior to the surrender of such Property : | | |
| | | a. | the Employee who receives the threat has made a reasonable
effort to notify an officer of the ASSURED who is not involved in such
threat, and | |
| | | b. | the ASSURED has made a reasonable effort to notify the Federal
Bureau of Investigation and local law enforcement authorities concerning
such threat. | |
| | | It is agreed that for purposes of this INSURING CLAUSE,
any Employee of the ASSURED, as set forth in the preceding
paragraph, shall be deemed to be an ASSURED hereunder, but only with
respect to the surrender of money, securities and other tangible personal
property in which such Employee has a legal or equitable
interest. | | |
| Computer System | 8. | Loss resulting directly from fraudulent: | | |
| | | a. | entries of data into, or | |
| | | b. | changes of data elements or programs within, | |
| | | a Computer System , provided the
fraudulent entry or change causes: | | |
| | | | (1) | funds or
other property to be transferred, paid or delivered, |
| | | | (2) | an
account of the ASSURED or of its customer to be added, deleted, debited or
credited, or |
| | | | (3) | an unauthorized account or a
fictitious account to be debited or
credited. |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 3 of
19

| Insuring
Clauses (continued) — Voice Initiated
Funds Transfer
Instruction | 9. | Loss resulting directly from Voice
Initiated Funds Transfer Instruction directed to the ASSURED authorizing the transfer of dividends or
redemption proceeds of Investment Company shares from a Customer's account, provided
such Voice Initiated Funds Transfer
Instruction was: | |
| --- | --- | --- | --- |
| | | a. | received at the ASSURED'S offices by those Employees of the
ASSURED specifically authorized to receive the Voice Initiated Funds
Transfer Instruction , |
| | | b. | made by a person purporting to be a Customer ,
and |
| | | c. | made by said person for the purpose of causing the ASSURED or Customer to sustain a loss or making an improper personal financial
gain for such person or any other person. |
| | | In order for coverage to apply under this INSURING
CLAUSE, all Voice Initiated Funds Transfer Instructions must be
received and processed in accordance with the Designated Procedures
outlined in the APPLICATION furnished to the COMPANY. | |
| Uncollectible Items
of Deposit | 10. | Loss resulting directly from the ASSURED having credited
an account of a customer, shareholder or subscriber on the faith of any Items of Deposit which prove to be uncollectible, provided that the crediting of
such account causes: | |
| | | a. | redemptions or withdrawals to be permitted, |
| | | b. | shares to be issued, or |
| | | c. | dividends to be paid, |
| | | from an account of an Investment Company . In order for coverage to apply under this
INSURING CLAUSE, the ASSURED must hold Items of Deposit for the minimum
number of days stated in the APPLICATION before permitting any redemptions
or withdrawals, issuing any shares or paying any dividends with respect to
such Items of Deposit . Items of Deposit shall
not be deemed uncollectible until the ASSURED'S standard collection
procedures have failed. | |
| Audit
Expense | 11. | Expense incurred by the ASSURED for that part of the
cost of audits or examinations required by any governmental regulatory
authority or self-regulatory organization to be conducted by such
authority, organization or their appointee by reason of the discovery of
loss sustained by the ASSURED and covered by this Bond. | |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 4 of
19

| General
Agreements — Additional Companies Included As Assured | A. | If more than one corporation, or Investment Company , or any
combination of them is included as the ASSURED
herein: | |
| --- | --- | --- | --- |
| | | (1) | The total liability of the COMPANY under this Bond for
loss or losses sustained by any one or more or all of them shall not
exceed the limit for which the COMPANY would be liable under this Bond if
all such loss were sustained by any one of them. |
| | | (2) | Only the first named ASSURED shall be deemed to be the
sole agent of the others for all purposes under this Bond, including but
not limited to the giving or receiving of any notice or proof required to
be given and for the purpose of effecting or accepting any amendments to
or termination of this Bond. The COMPANY shall furnish each Investment
Company with a copy of the Bond and with any amendment thereto,
together with a copy of each formal filing of claim by any other named
ASSURED and notification of the terms of the settlement of each such claim
prior to the execution of such settlement. |
| | | (3) | The COMPANY shall not be responsible for the proper
application of any payment made hereunder to the first named
ASSURED. |
| | | (4) | Knowledge possessed or discovery made by any partner,
director, trustee, officer or supervisory employee of any ASSURED shall
constitute knowledge or discovery by all the ASSUREDS for the purposes of
this Bond. |
| | | (5) | If the first named ASSURED ceases for any reason to be
covered under this Bond, then the ASSURED next named on the APPLICATION
shall thereafter be considered as the first named ASSURED for the purposes
of this Bond. |
| Representation Made By Assured | B. | The ASSURED represents that all
information it has furnished in the APPLICATION for this Bond or otherwise
is complete, true and correct. Such APPLICATION and other information
constitute part of this Bond. The ASSURED must promptly notify the COMPANY of
any change in any fact or circumstance which materially affects the risk
assumed by the COMPANY under this Bond. Any intentional misrepresentation, omission,
concealment or incorrect statement of a material fact, in the APPLICATION
or otherwise, shall be grounds for recision of this Bond. | |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 5 of
19

| General Agreements (continued) — Additional Offices Or Employees - Consolidation, Merger Or Purchase Or Acquisition
Of Assets Or Liabilities - Notice To Company | C. | If the ASSURED, other than an Investment
Company , while this Bond is in force,
merges or consolidates with, or purchases or acquires assets or
liabilities of another institution, the ASSURED shall not have the
coverage afforded under this Bond for loss which
has: | |
| --- | --- | --- | --- |
| | | (1) | occurred or will occur on premises, or |
| | | (2) | been caused or will be caused by an employee, or |
| | | (3) | arisen or will arise out of the assets or liabilities, |
| | | of such institution, unless the ASSURED: | |
| | | a. | gives the COMPANY written notice of the proposed consolidation,
merger or purchase or acquisition of assets or liabilities prior to the
proposed effective date of such action, and |
| | | b. | obtains the written consent of the COMPANY to extend some or all of
the coverage provided by this Bond to such additional exposure,
and |
| | | c. | on obtaining such consent, pays to the COMPANY an additional
premium. |
| Change Of Control - Notice
To Company | D. | When the ASSURED learns of a change in control (other
than in an Investment Company ), as set forth in Section 2(a) (9) of
the Investment Company Act of 1940, the ASSURED shall within sixty (60)
days give written notice to the COMPANY setting forth: | |
| | | (1) | the names of the transferors and transferees (or the names of the
beneficial owners if the voting securities are registered in another
name), |
| | | (2) | the total number of voting securities owned by the transferors and
the transferees (or the beneficial owners), both immediately before and
after the transfer, and |
| | | (3) | the total number of outstanding voting securities. |
| | | Failure to give the required notice shall result in
termination of coverage for any loss involving a transferee, to be
effective on the date of such change in control. | |
| Court Costs And Attorneys’ Fees | E. | The COMPANY will indemnify the ASSURED for court costs
and reasonable attorneys' fees incurred and paid by the ASSURED in
defense, whether or not successful, whether or not fully litigated on the
merits and whether or not settled, of any claim, suit or legal proceeding
with respect to which the ASSURED would be entitled to recovery under this
Bond. However, with respect to INSURING CLAUSE 1., this Section shall only
apply in the event that: | |
| | | (1) | an Employee admits to being guilty of Larceny or
Embezzlement , |
| | | (2) | an Employee is adjudicated to be guilty of Larceny or
Embezzlement , or |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 6 of
19

| (3) |
| --- |
| The ASSURED shall promptly give
notice to the COMPANY of any such suit or legal proceeding and at the
request of the COMPANY shall furnish copies of all pleadings and pertinent
papers to the COMPANY. The COMPANY may, at its sole option, elect to
conduct the defense of all or part of such legal proceeding. The defense by the COMPANY shall be in the name of the
ASSURED through attorneys selected by the COMPANY. The ASSURED shall
provide all reasonable information and assistance as required by the
COMPANY for such defense. If the COMPANY declines to defend
the ASSURED, no settlement without the prior written consent of the
COMPANY nor judgment against the ASSURED shall determine the existence,
extent or amount of coverage under this Bond. If the amount demanded in any
such suit or legal proceeding is within the DEDUCTIBLE AMOUNT, if any, the
COMPANY shall have no liability for court costs and attorney's fees
incurred in defending all or part of such suit or legal proceeding. If the amount demanded in any
such suit or legal proceeding is in excess of the LIMIT OF LIABILITY
stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE,
the COMPANY'S liability for court costs and attorney's fees incurred in
defending all or part of such suit or legal proceedings is limited to the
proportion of such court costs and attorney's fees incurred that the LIMIT
OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable
INSURING CLAUSE bears to the total of the
amount demanded in such suit or legal proceeding. If the amount demanded is any
such suit or legal proceeding is in excess of the DEDUCTIBLE AMOUNT, if
any, but within the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING
CLAUSE, the COMPANY'S liability for court costs and attorney's fees
incurred in defending all or part of such suit or legal proceedings shall
be limited to the proportion of such court costs or attorney's fees that
the amount demanded that would be payable under this Bond after
application of the DEDUCTIBLE AMOUNT, bears to the total amount demanded. Amounts paid by the COMPANY for
court costs and attorneys' fees shall be in addition to the LIMIT OF
LIABILITY stated in ITEM 2. of the DECLARATIONS. |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 7 of
19

As used in this Bond:
a.	Computer System means a computer and all
input, output, processing, storage, off-line media libraries, and
communication facilities which are connected to the computer and which are
under the control and supervision of the operating system(s) or
application(s) software used by the ASSURED.
b.	Counterfeit means an imitation of an actual
valid original which is intended to deceive and be taken as the
original.
c.	Custodian means the institution designated by
an Investment Company to maintain possession and control of its
assets.
d.	Customer means an individual, corporate,
partnership, trust customer, shareholder or subscriber of an Investment
Company which has a written agreement with the ASSURED for Voice
Initiated Funds Transfer Instruction .
e.	Employee means:
	(1)	an
officer of the ASSURED,
	(2)	a natural
person while in the regular service of the ASSURED at any of the ASSURED'S
premises and compensated directly by the ASSURED through its payroll
system and subject to the United States Internal Revenue Service Form W-2
or equivalent income reporting plans of other countries, and whom the
ASSURED has the right to control and direct both as to the result to be
accomplished and details and means by which such result is accomplished in
the performance of such service,
	(3)	a guest
student pursuing studies or performing duties in any of the ASSURED'S
premises,
	(4)	an
attorney retained by the ASSURED and an employee of such attorney while
either is performing legal services for the ASSURED,
	(5)	a natural
person provided by an employment contractor to perform employee duties for
the ASSURED under the ASSURED'S supervision at any of the ASSURED'S
premises,
	(6)	an
employee of an institution merged or consolidated with the ASSURED prior
to the effective date of this Bond,
	(7)	a
director or trustee of the ASSURED, but only while performing acts within
the scope of the customary and usual duties of any officer or other
employee of the ASSURED or while acting as a member of any committee duly
elected or appointed to examine or audit or have custody of or access to Property of the ASSURED, or

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 8 of
19

PART 02

Conditions and Limitations

| Definitions (continued) | each natural person, partnership or corporation authorized by
written agreement with the ASSURED to perform services as electronic data
processor of checks or other accounting records related to such checks but
only while such person, partnership or corporation is actually performing
such services and not: | |
| --- | --- | --- |
| | a. | creating,
preparing, modifying or maintaining the ASSURED'S computer software or
programs, or |
| | b. | acting as
transfer agent or in any other agency capacity in issuing checks, drafts
or securities for the ASSURED, |
| (9) | any
partner, officer or employee of an investment advisor, an underwriter
(distributor), a transfer agent or shareholder accounting recordkeeper, or
an administrator, for an Investment Company while
performing acts coming within the scope of the customary and usual duties
of an officer or employee of an Investment Company or
acting as a member of any committee duly elected or appointed to examine,
audit or have custody of or access to Property of an Investment
Company . | |
| | The
term Employee shall not include any partner, officer or employee of
a transfer agent, shareholder accounting recordkeeper or
administrator: | |
| | a. | which is not an
"affiliated person" (as defined in Section 2(a) of the Investment Company
Act of 1940) of an Investment Company or of the investment advisor
or underwriter (distributor) of such Investment Company ,
or |
| | b. | which is a "bank" (as defined in Section 2(a) of the Investment Company Act of 1940). This Bond does not afford coverage in favor of the employers of
persons as set forth in e. (4), (5) and (8) above, and upon payment to the
ASSURED by the COMPANY resulting directly from Larceny or Embezzlement committed by any of the partners,
officers or employees of such employers, whether acting alone or in
collusion with others, an assignment of such of the ASSURED'S rights and
causes of action as it may have against such employers by reason of such
acts so committed shall, to the extent of such payment, be given by the
ASSURED to the COMPANY, and the ASSURED shall execute all papers necessary
to secure to the COMPANY the rights provided for herein. |
| | Each employer of persons as set forth in e.(4), (5) and (8) above
and the partners, officers and other employees of such employers shall
collectively be deemed to be one person for
all the purposes of this Bond; excepting, however, the fifth paragraph of Section 13. | |
| | Independent contractors not specified in e.(4), (5) or (8) above,
intermediaries, agents, brokers or other representatives of the same
general character shall not be considered Employees . | |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 9 of
19

Conditions and Limitations

| Definitions (continued) | Forgery means the signing of the name of another natural person
with the intent to deceive but does not mean a signature which consists in
whole or in part of one's own name, with or without authority, in any
capacity for any purpose. |
| --- | --- |
| g. | Investment
Company means any investment company
registered under the Investment Company Act of 1940 and listed under the
NAME OF ASSURED on the DECLARATIONS. |
| h. | Items of
Deposit means one or more checks or
drafts drawn upon a financial institution in the United States of
America. |
| i. | Larceny or
Embezzlement means larceny or
embezzlement as defined in Section 37 of the Investment Company Act of
1940. |
| j. | Property means money, revenue and other stamps; securities;
including any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of deposit, certificate of interest or
participation in any profit-sharing agreement, collateral trust
certificate, preorganization certificate or subscription, transferable
share, investment contract, voting trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas, or
other mineral rights, any interest or instruments commonly known as a
security under the Investment Company Act of 1940, any other certificate
of interest or participation in, temporary or interim certificate for,
receipt for, guarantee of, or warrant or right to subscribe to or purchase
any of the foregoing; bills of exchange; acceptances; checks; withdrawal
orders; money orders; travelers' letters of credit; bills of lading;
abstracts of title; insurance policies, deeds, mortgages on real estate
and/or upon chattels and interests therein; assignments of such policies,
deeds or mortgages; other valuable papers, including books of accounts and
other records used by the ASSURED in the conduct of its business (but
excluding all electronic data processing records); and, all other
instruments similar to or in the nature of the foregoing in which the
ASSURED acquired an interest at the time of the ASSURED'S consolidation or
merger with, or purchase of the principal assets of, a predecessor or
which are held by the ASSURED for any purpose or in any capacity and
whether so held gratuitously or not and whether or not the ASSURED is
liable therefor. |
| k. | Relative means the spouse of an Employee or partner of the
ASSURED and any unmarried child supported wholly by, or living in the home
of, such Employee or partner and being related to them by blood, marriage
or legal guardianship. |
| l. | Securities, documents or other
written instruments means original
(including original counterparts) negotiable or non-negotiable
instruments, or assignments thereof, which in and of themselves represent
an equitable interest, ownership, or debt and which are in the ordinary
course of business transferable by delivery of such instruments with any
necessary endorsements or assignments. |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 10 of
19

Conditions and Limitations

| Definitions (continued) | | m. | Subsidiary means any organization that, at the inception date of
this Bond, is named in the APPLICATION or is created during the BOND
PERIOD and of which more than fifty percent (50%) of the outstanding
securities or voting rights representing the present right to vote for
election of directors is owned or controlled by the ASSURED either
directly or through one or more of its subsidiaries. |
| --- | --- | --- | --- |
| | | n. | Transportation Company means any
organization which provides its own or its leased vehicles for
transportation or which provides freight forwarding or air express
services. |
| | | o. | Voice Initiated
Election means any election concerning
dividend options available to Investment
Company shareholders or subscribers
which is requested by voice over the telephone. |
| | | p. | Voice Initiated
Redemption means any redemption of
shares issued by an Investment
Company which is requested by voice
over the telephone. |
| | | q. | Voice Initiated Funds Transfer
Instruction means any Voice Initiated Redemption or Voice Initiated
Election . |
| | | For the purposes of these definitions, the singular includes the
plural and the plural includes the singular, unless otherwise
indicated. | |
| General Exclusions
- Applicable to All Insuring Clauses | 2. | This bond does not directly or
indirectly cover: | |
| | | a. | loss not
reported to the COMPANY in writing within sixty (60) days after
termination of this Bond as an entirety; |
| | | b. | loss due to
riot or civil commotion outside the United States of America
and Canada, or any loss due to military, naval or usurped power, war
or insurrection. This Section 2.b., however, shall not apply to loss which
occurs in transit in the circumstances recited in INSURING CLAUSE 3.,
provided that when such transit was initiated there was no knowledge on
the part of any person acting for the ASSURED of such riot, civil
commotion, military, naval or usurped power, war or
insurrection; |
| | | c. | loss resulting from the
effects of nuclear fission or fusion or radioactivity; |
| | | d. | loss of potential income
including, but not limited to, interest and dividends not realized by the
ASSURED or by any customer of the ASSURED; |
| | | e. | damages of
any type for which the ASSURED is legally liable, except compensatory
damages, but not multiples thereof, arising from a loss covered under this
Bond; |
| | | f. | costs, fees
and expenses incurred by the ASSURED in establishing the existence of or
amount of loss under this Bond, except to the extent covered under
INSURING CLAUSE 11.; |
| | | g. | loss
resulting from indirect or consequential loss of any nature; |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 11 of
19

Conditions and Limitations

| General Exclusions
- Applicable to All Insuring Clauses (continued) | | h. | loss resulting from dishonest
acts by any member of the Board of Directors or Board of Trustees of the ASSURED who is not an Employee , acting alone or in collusion with
others; | | |
| --- | --- | --- | --- | --- | --- |
| | | i. | loss, or that part of any loss,
resulting solely from any violation by the ASSURED or by any Employee : | | |
| | | | (1) | of
any law regulating: | |
| | | | | a. | the issuance, purchase or sale of
securities, |
| | | | | b. | securities transactions on
security or commodity exchanges or the over the counter
market, |
| | | | | c. | investment
companies, |
| | | | | d. | investment advisors, or |
| | | | (2) | of any rule or regulation made
pursuant to any such law; or | |
| | | j. | loss of confidential information, material or data; | | |
| | | k. | loss resulting from voice
requests or instructions received over the telephone, provided however,
this Section 2.k. shall not apply to INSURING CLAUSE 7. or 9. | | |
| Specific Exclusions - Applicable To All
Insuring Clauses Except
Insuring Clause
1. | 3. | This Bond does not directly or indirectly
cover: | | | |
| | | a. | loss caused by an Employee , provided,
however, this Section 3.a. shall not apply
to loss covered under INSURING CLAUSE 2. or 3. which
results directly from misplacement, mysterious unexplainable disappearance,
or damage or destruction of Property ; | | |
| | | b. | loss through the surrender of
property away from premises of the ASSURED as a result of a
threat: | | |
| | | | (1) | to
do bodily harm to any natural person, except loss of Property in transit
in the custody of any person acting as messenger of the ASSURED, provided
that when such transit was initiated there was no knowledge by the ASSURED
of any such threat, and provided further that this Section 3.b. shall not
apply to INSURING CLAUSE 7., or | |
| | | | (2) | to do damage to the premises or Property of the ASSURED; | |
| | | c. | loss resulting from payments made
or withdrawals from any account involving erroneous credits to such
account; | | |
| | | d. | loss involving Items of Deposit which are not finally paid for any reason provided however, that this
Section 3.d. shall not apply to INSURING CLAUSE 10.; | | |
| | | e. | loss of property while in the
mail; | | |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 12 of
19

Conditions and Limitations

| Specific Exclusions
- Applicable To All Insuring Clauses Except Insuring Clause
1. (continued) | | f. | loss resulting from the failure
for any reason of a financial or depository institution, its receiver or
other liquidator to pay or deliver funds or other Property to the
ASSURED provided further that this Section 3.f. shall not apply to loss of Property resulting directly from robbery, burglary, misplacement,
mysterious unexplainable disappearance, damage, destruction or removal
from the possession, custody or control of the ASSURED. |
| --- | --- | --- | --- |
| | | g. | loss of Property while in the
custody of a Transportation
Company , provided however, that this
Section 3.g. shall not apply to INSURING CLAUSE 3.; |
| | | h. | loss resulting from
entries or changes made by a natural person with authorized access to a Computer System who acts in good faith on instructions, unless such
instructions are given to that person by a software contractor or its
partner, officer, or employee authorized by the ASSURED to design,
develop, prepare, supply, service, write or implement programs for the
ASSURED's Computer
System ; or |
| | | i. | loss resulting
directly or indirectly from the input of data into a Computer System terminal, either on the premises of the customer of the ASSURED or under
the control of such a customer, by a customer or other person who had
authorized access to the customer's authentication mechanism. |
| Specific Exclusions
- Applicable To All Insuring Clauses Except Insuring Clauses 1.,
4., And 5. | 4. | This bond does not directly or
indirectly cover: | |
| | | a. | loss resulting from the complete or partial non-payment
of or default on any loan whether such loan was procured in good faith or
through trick, artifice, fraud or false pretenses; provided, however, this
Section 4.a. shall not apply to INSURING CLAUSE 8.; |
| | | b. | loss
resulting from forgery or any alteration; |
| | | c. | loss
involving a counterfeit provided, however, this Section 4.c. shall not
apply to INSURING CLAUSE 5. or 6. |
| Limit Of
Liability/Non- Reduction And Non- Accumulation Of
Liability | 5. | At all times prior to termination
of this Bond, this Bond shall continue in force for the limit stated in
the applicable sections of ITEM 2. of the DECLARATIONS, notwithstanding
any previous loss for which the COMPANY may have paid or be liable to pay
under this Bond provided, however, that the liability of the COMPANY under
this Bond with respect to all loss resulting from: | |
| | | a. | any one act of burglary, robbery
or hold-up, or attempt thereat, in which no Employee is concerned or
implicated, or |
| | | b. | any one unintentional or
negligent act on the part of any one person resulting in damage to or
destruction or misplacement of Property , or |
| | | c. | all acts, other than those
specified in a. above, of any one person, or |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 13 of
19

Conditions and Limitations

| Limit Of
Liability/Non- Reduction And Non- Accumulation Of Liability (continued) | | d. | any one casualty or event other
than those specified in a., b., or c. above, shall be deemed to be one
loss and shall be limited to the applicable LIMIT OF LIABILITY stated in
ITEM 2. of the DECLARATIONS of this Bond irrespective of the total amount
of such loss or losses and shall not be cumulative in amounts from year to
year or from period to period. |
| --- | --- | --- | --- |
| | | All acts, as specified in c.
above, of any one person which | |
| | | i. | directly or indirectly aid in any
way wrongful acts of any other person or persons, or |
| | | ii. | permit the
continuation of wrongful acts of any other person or persons |
| | | whether such acts
are committed with or without the knowledge of the wrongful acts of the
person so aided, and whether such acts are committed with or without the
intent to aid such other person, shall be deemed to be one loss with the
wrongful acts of all persons so aided. | |
| Discovery | 6. | This Bond applies
only to loss first discovered by an officer of the ASSURED during the BOND
PERIOD. Discovery occurs at the earlier of an officer of the ASSURED being
aware of: | |
| | | a. | facts which may subsequently result in a loss of a type
covered by this Bond, or |
| | | b. | an actual or potential claim in which it is alleged that
the ASSURED is liable to a third party, |
| | | regardless of when the act or acts
causing or contributing to such loss occurred, even though the amount of
loss does not exceed the applicable DEDUCTIBLE AMOUNT, or the exact amount
or details of loss may not then be known. | |
| Notice To Company - Proof -
Legal Proceedings Against Company | 7. | a. | The ASSURED shall give the COMPANY notice thereof at the
earliest practicable moment, not to exceed sixty (60) days after discovery
of loss, in an amount that is in excess of 50% of the applicable
DEDUCTIBLE AMOUNT, as stated in ITEM 2. of the DECLARATIONS. |
| | | b. | The ASSURED shall
furnish to the COMPANY proof of loss, duly sworn to, with full particulars
within six (6) months after such discovery. |
| | | c. | Securities listed in a proof of
loss shall be identified by certificate or bond numbers, if issued with
them. |
| | | d. | Legal proceedings for the
recovery of any loss under this Bond shall not be brought prior to the
expiration of sixty (60) days after the proof of loss is filed with the
COMPANY or after the expiration of twenty-four (24) months from the
discovery of such loss. |
| | | e. | This Bond affords
coverage only in favor of the ASSURED. No claim, suit, action or legal
proceedings shall be brought under this Bond by anyone other than the
ASSURED. |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 14 of
19

Conditions and Limitations

| Notice To Company - Proof -
Legal Proceedings Against Company (continued) | | f. |
| --- | --- | --- |
| Deductible Amount | 8. | The COMPANY shall not be liable
under any INSURING CLAUSES of this Bond on account of loss unless the
amount of such loss, after deducting the net amount of all reimbursement
and/or recovery obtained or made by the ASSURED, other than from any Bond
or policy of insurance issued by an insurance company and covering such
loss, or by the COMPANY on account thereof prior to payment by the COMPANY
of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in ITEM 3. of
the DECLARATIONS, and then for such excess only, but in no event for more
than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
DECLARATIONS. |
| | | There shall be no deductible
applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company . |
| Valuation | 9. | BOOKS OF ACCOUNT OR OTHER
RECORDS |
| | | The value of any loss of Property consisting of books of account or other records used by the
ASSURED in the conduct of its business shall be the amount paid by the
ASSURED for blank books, blank pages, or other materials which replace the
lost books of account or other records, plus the cost of labor paid by the
ASSURED for the actual transcription or copying of data to reproduce such
books of account or other records. |
| | | The value of any loss of Property other than books of account or other records used by the ASSURED
in the conduct of its business, for which a claim is made shall be
determined by the average market value of such Property on the business day
immediately preceding discovery of such loss provided, however, that the
value of any Property replaced by the ASSURED with the consent of the COMPANY
and prior to the settlement of any claim for such Property shall be the
actual market value at the time of replacement. |
| | | In the case of a loss of interim
certificates, warrants, rights or other securities, the production of
which is necessary to the exercise of subscription, conversion, redemption
or deposit privileges, the value of them shall be the market value of such
privileges immediately preceding their expiration if said loss is not
discovered until after their expiration. If no market price is quoted for
such Property or for such privileges, the value shall be fixed by agreement
between the parties. |
| | | OTHER PROPERTY |
| | | The value of any loss of Property , other than as stated above, shall be the actual cash value or the
cost of repairing or replacing such Property with Property of like
quality and value, whichever is less. |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 15 of
19

Conditions and Limitations (continued)

| Securities Settlement | 10. | In the event of a loss of
securities covered under this Bond, the COMPANY may, at its sole
discretion, purchase replacement securities, tender the value of the
securities in money, or issue its indemnity to effect replacement
securities. | |
| --- | --- | --- | --- |
| | | The indemnity required from the ASSURED under the terms of this
Section against all loss, cost or expense arising from the replacement of
securities by the COMPANY'S indemnity shall be: | |
| | | a. | for
securities having a value less than or equal to the applicable DEDUCTIBLE AMOUNT - one hundred (100%)
percent; |
| | | b. | for
securities having a value in excess of the DEDUCTIBLE AMOUNT but within
the applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE
AMOUNT bears to the value of the securities; |
| | | c. | for
securities having a value greater than the applicable LIMIT OF LIABILITY -
the percentage that the DEDUCTIBLE AMOUNT and portion in excess of the
applicable LIMIT OF LIABILITY bears to the value of the securities. |
| | | The value referred to in Section
10.a., b., and c. is the value in accordance with Section 9, Valuation,
regardless of the value of such securities at the time the loss under the
COMPANY'S indemnity is sustained. | |
| | | The COMPANY is not required to
issue its indemnity for any portion of a loss of securities which is not
covered by this Bond; however, the COMPANY may do so as a courtesy to the
ASSURED and at its sole discretion. | |
| | | The ASSURED shall pay the
proportion of the Company's premium charge for the Company's indemnity as
set forth in Section 10.a., b., and c. No portion of the LIMIT OF LIABILITY shall be used as payment of premium
for any indemnity purchased by the ASSURED to obtain replacement
securities. | |
| Subrogation -
Assignment – Recovery | 11. | In the event of a payment under
this Bond, the COMPANY shall be subrogated to all of the ASSURED'S rights
of recovery against any person or entity to the extent of such payment. On
request, the ASSURED shall deliver to the COMPANY an assignment of the
ASSURED'S rights, title and interest and causes of action against any
person or entity to the extent of such payment. | |
| | | Recoveries, whether effected by
the COMPANY or by the ASSURED, shall be applied net of the expense of such
recovery in the following order: | |
| | | a. | first, to the satisfaction of the
ASSURED'S loss which would otherwise have been paid but for the fact that
it is in excess of the applicable LIMIT OF LIABILITY, |
| | | b. | second, to the COMPANY in
satisfaction of amounts paid in settlement of the ASSURED'S
claim, |
| | | c. | third, to the ASSURED in
satisfaction of the applicable DEDUCTIBLE AMOUNT, and |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 16 of
19

Conditions and Limitations

| Subrogation - Assignment
– Recovery (continued) | | d. | fourth, to the ASSURED in
satisfaction of any loss suffered by the ASSURED which was not covered
under this Bond. |
| --- | --- | --- | --- |
| | | Recovery from reinsurance or
indemnity of the COMPANY shall not be deemed a recovery under this
section. | |
| Cooperation Of Assured | 12. | At the COMPANY'S request and at
reasonable times and places designated by the COMPANY, the ASSURED shall: | |
| | | a. | submit to examination by the
COMPANY and subscribe to the same under oath, |
| | | b. | produce for the COMPANY'S
examination all pertinent records, and |
| | | c. | cooperate with the COMPANY in all
matters pertaining to the loss. |
| | | The ASSURED shall execute all papers and
render assistance to secure to the COMPANY the rights and causes of action
provided for under this Bond. The ASSURED shall do nothing after
loss to prejudice such rights or causes of action. | |
| Termination | 13. | If the Bond is for a sole
ASSURED, it shall not be terminated unless written notice shall have been
given by the acting party to the affected party and to the Securities and
Exchange Commission, Washington, D.C., not less than sixty (60) days prior
to the effective date of such termination. If the Bond is for a joint
ASSURED, it shall not be terminated unless written notice shall have been
given by the acting party to the affected party, and by the COMPANY to all
ASSURED Investment
Companies and to the Securities and
Exchange Commission, Washington, D.C., not less than sixty (60) days prior
to the effective date of such termination. This Bond will terminate as to
any one ASSURED, other than an Investment Company : | |
| | | a. | immediately on the taking over of
such ASSURED by a receiver or other liquidator or by State or Federal
officials, or |
| | | b. | immediately on the filing of a
petition under any State or Federal statute relative to bankruptcy or
reorganization of the ASSURED, or assignment for the benefit of creditors
of the ASSURED, or |
| | | c. | immediately upon such ASSURED
ceasing to exist, whether through merger into another entity, disposition
of all of its assets or otherwise. |
| | | The COMPANY shall refund the
unearned premium computed at short rates in accordance with the standard
short rate cancellation tables if terminated by the ASSURED or pro rata if
terminated for any other reason. | |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 17 of
19

Conditions and Limitations

| Termination (continued) | | If any partner, director,
trustee, or officer or supervisory employee of an ASSURED not acting in
collusion with an Employee learns of any dishonest
act committed by such Employee at any time, whether in
the employment of the ASSURED or otherwise, whether or not such act is of
the type covered under this Bond, and whether against the ASSURED or any
other person or entity, the ASSURED: — a. | shall immediately remove such Employee from a position that would enable such Employee to cause the ASSURED to
suffer a loss covered by this Bond; and |
| --- | --- | --- | --- |
| | | b. | within forty-eight (48) hours of
learning that an Employee has committed any
dishonest act, shall notify the COMPANY, of such action and provide full
particulars of such dishonest act. |
| | | The COMPANY may terminate
coverage as respects any Employee sixty (60) days after
written notice is received by each ASSURED Investment Company and the
Securities and Exchange Commission, Washington, D.C. of its desire to
terminate this Bond as to such Employee . | |
| Other Insurance | 14. | Coverage under this Bond shall
apply only as excess over any valid and collectible insurance, indemnity
or suretyship obtained by or on behalf of: | |
| | | a. | the ASSURED, |
| | | b. | a Transportation
Company , or |
| | | c. | another entity on whose premises
the loss occurred or which employed the person causing the loss or engaged
the messenger conveying the Property involved. |
| Conformity | 15. | If
any limitation within this Bond is prohibited by any law controlling this
Bond's construction, such limitation shall be deemed to be amended so as
to equal the minimum period of limitation provided by such law. | |
| Change or Modification | 16. | This Bond or any instrument
amending or affecting this Bond may not be changed or modified orally. No
change in or modification of this Bond shall be effective except when made
by written endorsement to this Bond signed by an authorized representative
of the COMPANY. If this Bond is for a sole
ASSURED, no change or modification which would adversely affect the rights
of the ASSURED shall be effective prior to sixty (60) days after written
notice has been furnished to the Securities and Exchange Commission,
Washington, D.C., by the acting party. | |

ICAP Bond (5-98)
Form 17-02-1421
(Ed. 5-98)	Page 18 of
19

PART 03

Conditions And Limitations

Change or Modification (continued) If this Bond is for a joint ASSURED, no charge or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and to the Securities and Exchange Commission, Washington, D.C., by the COMPANY.

ICAP Bond (5-98) Form 17-02-1421 (Ed. 5-98) Page 19 of 19

ENDORSEMENT/RIDER

| Effective date of this endorsement/rider:
May 15, 2017 | |
| --- | --- |
| Endorsement/Rider
No. | 1 |
| To be attached to and | |
| form a part of Bond No. | 82302721 |

Issued to: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION ENDORSEMENT

In consideration of the premium charged, it is agreed that this Bond is amended as follows:

| 1. | The paragraph titled
Other Property in Section 9, Valuation, is deleted in its
entirety. |
| --- | --- |
| 2. | The third paragraph in
Section 16, Change or Modification, is deleted in its entirety and
replaced with the following: |
| | If this Bond is for a
joint ASSURED, no change or modification which would adversely affect the
rights of the ASSURED shall be effective prior to sixty (60) days after
written notice has been furnished to all insured Investment Companies and the Securities and Exchange Commission, Washington, D.C., by
the COMPANY. |

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

17-02-2437 (12/2006) rev. Page 1

ENDORSEMENT/RIDER

| Effective date of this endorsement/rider:
May 15, 2017 | |
| --- | --- |
| Endorsement/Rider
No. | 2 |
| To be attached to and | |
| form a part of Policy No. | 82302721 |

Issued to: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS

It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the coverage provided by this insurance.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

14-02-9228 (2/2010) Page 1

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No: | 3 |
| Bond Number: | 82302721 |

NAME OF ASSURED: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

PREMIUM ENDORSEMENT

It is agreed that:

| 1. | The premium for this
Bond for the period May 15, 2017 to May 15, 2018 is: |
| --- | --- |
| | Premium: One thousand nine hundred sixty seven dollars and 00/100 ($1,967.00) |
| 2. | It is further agreed
that this premium is subject to change during this period if amendments
are made to this Bond at the request of the
ASSURED. |

This Endorsement applies to loss discovered after 12:01 a.m. on May 15, 2017.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: May 19, 2017
Authorized
Representative

ICAP Bond Form 17-02-0735 (Rev. 1-97)

ENDORSEMENT/RIDER

| Effective date of this endorsement/rider:
May 15, 2017 | |
| --- | --- |
| Endorsement/Rider
No. | 4 |
| To be attached to and | |
| form a part of Bond No. | 82302721 |

Issued to: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

AUTOMATIC INCREASE IN LIMITS ENDORSEMENT

In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C. Additional Offices Or Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice To Company, is amended by adding the following subsection:

Automatic Increase in Limits for Investment Companies

If an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940 (“the Act”), due to:

| (i) | the creation of a new Investment Company , other than by consolidation or merger with, or
purchase or acquisition of assets or liabilities of, another institution;
or |
| --- | --- |
| (ii) | an increase in asset size of
current Investment Companies covered under this
Bond, |

then the minimum required increase in limits shall take place automatically without payment of additional premium for the remainder of the BOND PERIOD.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

14-02-14098 (04/2008) Page 1

ENDORSEMENT/RIDER

| Effective date of this endorsement/rider:
May 15, 2017 | |
| --- | --- |
| Endorsement/Rider
No. | 5 |
| To be attached to and | |
| form a part of Bond No. | 82302721 |

Issued to: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

PRO RATA CANCELLATION ENDORSEMENT

In consideration of the premium charged, it is agreed that, notwithstanding anything to the contrary in the policy or any endorsements thereto, in the event that this policy is cancelled, any premium refund due to the insured shall be computed on a pro rata basis. However, the refund may be less than pro rata if the insurer has made a loan to the insured for the purpose of payment of premiums for this policy.

The cancellation will be effective even if a refund has not been made or offered.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

14-02-19726 (01/2013) Page 1

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No.: | 6 |
| Bond Number: | 82302721 |

NAME OF ASSURED: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

EXTENDED COMPUTER SYSTEMS ENDORSEMENT

It is agreed that this Bond is amended as follows:

| Extended
Computer Systems | | |
| --- | --- | --- |
| A. | Electronic
Data, Electronic Media, Electronic Instruction | |
| | Loss
resulting directly from: | |
| | (1) | the fraudulent
modification of Electronic Data,
Electronic Media or Electronic Instruction being stored within or being run within any system covered under
this INSURING CLAUSE, |
| | (2) | robbery, burglary,
larceny or theft of Electronic Data,
Electronic Media or Electronic
Instructions , |
| | (3) | the acts of a hacker
causing damage or destruction of Electronic Data, Electronic Media or Electronic Instruction owned by the ASSURED or for which the
ASSURED is legally liable, while stored within a Computer System covered under this INSURING CLAUSE, or |
| | (4) | the damage or
destruction of Electronic Data,
Electronic Media or Electronic Instruction owned by the ASSURED or for which the ASSURED is legally liable
while stored within a Computer System covered under INSURING CLAUSE 12,
provided such damage or destruction was caused by a computer program or
similar instruction which was written or altered to intentionally
incorporate a hidden instruction designed to damage or destroy Electronic Data, Electronic
Media , or Electronic
Instruction in the Computer System in
which the computer program or instruction so written or so altered is
used. |

ICAP2 Bond Form 17-02-2976 (Ed. 1-02) Page 1

| B. | Electronic
Communication | |
| --- | --- | --- |
| | Loss resulting directly from the
ASSURED having transferred, paid or delivered any funds or property,
established any credit, debited any account or given any value on the
faith of any electronic communications directed to the ASSURED, which were
transmitted or appear to have been transmitted through: | |
| | (1) | an Electronic Communication System , |
| | (2) | an automated clearing house or
custodian, or |
| | (3) | a Telex, TWX, or similar means of
communication, |
| | directly into the ASSURED'S Computer System or Communication
Terminal , and fraudulently purport to
have been sent by a customer, automated clearing house, custodian, or
financial institution, but which communications were either not sent by
said customer, automated clearing house, custodian, or financial
institution, or were fraudulently modified during physical transit of Electronic Media to the ASSURED or during electronic transmission to the
ASSURED'S Computer System or Communication
Terminal . | |
| C. | Electronic
Transmission | |
| | Loss resulting directly from a
customer of the ASSURED, any automated clearing house, custodian, or
financial institution having transferred, paid or delivered any funds or
property, established any credit, debited any account or given any value
on the faith of any electronic communications, purporting to have been
directed by the ASSURED to such customer, automated clearing house,
custodian, or financial institution initiating, authorizing, or
acknowledging, the transfer, payment, delivery or receipt of funds or
property, which communications were transmitted through: | |
| | (1) | an Electronic Communication System , |
| | (2) | an automated clearing house or
custodian, or |
| | (3) | a Telex, TWX, or similar means of
communication, |
| | directly into a Computer System or Communication Terminal of said customer, automated clearing house, custodian,
or financial institution, and fraudulently purport to have been directed
by the ASSURED, but which communications were either not sent by the
ASSURED, or were fraudulently modified during physical transit of Electronic Media from the ASSURED or during electronic transmission from
the ASSURED'S Computer System or Communication Terminal , and for
which loss the ASSURED is held to be legally
liable. | |

ICAP2 Bond Form 17-02-2976 (Ed. 1-02) Page 2

| 2. | By adding to
Section 1., Definitions, the following: — r. | Communication Terminal means a
teletype, teleprinter or video display terminal, or similar device capable
of sending or receiving information electronically. Communication Terminal does not mean a telephone. | |
| --- | --- | --- | --- |
| | s. | Electronic Communication System means electronic communication operations by Fedwire, Clearing
House Interbank Payment System (CHIPS), Society of Worldwide International
Financial Telecommunication (SWIFT), similar automated interbank
communication systems, and Internet access facilities. | |
| | t. | Electronic Data means facts or
information converted to a form usable in Computer Systems and which is
stored on Electronic Media for use by computer
programs. | |
| | u. | Electronic Instruction means
computer programs converted to a form usable in a Computer System to
act upon Electronic Data . | |
| | v. | Electronic Media means the
magnetic tape, magnetic disk, optical disk, or any other bulk media on
which data is recorded. | |
| 3. | By adding
the following Section after Section 4., Specific Exclusions-Applicable to
All INSURING CLAUSES except 1., 4., and 5.: | | |
| | Section 4.A.
Specific Exclusions-Applicable to INSURING CLAUSE 12 | | |
| | This Bond
does not directly or indirectly cover: | | |
| | a. | loss
resulting directly or indirectly from Forged , altered or fraudulent
negotiable instruments, securities, documents or written instruments used
as source documentation in the preparation of Electronic Data ; | |
| | b. | loss of
negotiable instruments, securities, documents or written instruments
except as converted to Electronic Data and then only in that converted
form; | |
| | c. | loss
resulting from mechanical failure, faulty construction, error in design,
latent defect, wear or tear, gradual deterioration, electrical
disturbance, Electronic Media failure or breakdown or any malfunction
or error in programming or error or omission in processing; | |
| | d. | loss
resulting directly or indirectly from the input of Electronic Data at an
authorized electronic terminal of an Electronic Funds Transfer System or a Customer Communication
System by a person who had authorized
access from a customer to that customer's authentication mechanism;
or | |
| | e. | liability
assumed by the ASSURED by agreement under any contract, unless such
liability would have attached to the ASSURED even in the absence of such
agreement; or | |
| | f. | loss
resulting directly or indirectly from: | |
| | | (1) | written instruction
unless covered under this INSURING CLAUSE; or |
| | | (2) | instruction by voice
over the telephone, unless covered under this INSURING
CLAUSE. |

ICAP2 Bond Form 17-02-2976 (Ed. 1-02) Page 3

| 4. |
| --- |
| Electronic Data, Electronic
Media, Or Electronic Instruction |
| In case of loss of, or damage to, Electronic Data, Electronic Media or Electronic Instruction used by
the ASSURED in its business, the COMPANY shall be liable under this Bond
only if such items are actually reproduced form other Electronic Data, Electronic Media or Electronic
Instruction of the same kind or quality
and then for not more than the cost of the blank media and/or the cost of
labor for the actual transcription or copying of data which shall have
been furnished by the ASSURED in order to reproduce such Electronic Data, Electronic Media or Electronic
Instruction subject to the applicable
SINGLE LOSS LIMIT OF LIABILITY. |
| However, if such Electronic Data can
not be reproduced and said Electronic
Data represents Securities or
financial instruments having a value, then the loss will be valued as
indicated in the SECURITIES and OTHER PROPERTY paragraphs of this
Section. |

This Endorsement applies to loss discovered after 12:01 a.m. on May 15, 2017.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: May 19, 2017
Authorized
Representative

ICAP2 Bond Form 17-02-2976 (Ed. 1-02) Page 4

| FEDERAL
INSURANCE COMPANY | |
| --- | --- |
| Endorsement
No. | 7 |
| Bond Number: | 82302721 |

NAME OF ASSURED: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

REVISE ITEM 2. ENDORSEMENT

It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and substituting the following:

ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:

If "Not Covered" is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and any other reference to such INSURING CLAUSE in this Bond shall be deemed to be deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any Investment Company .

INSURING CLAUSE		SINGLE LOSS — LIMIT OF LIABILITY	DEDUCTIBLE — AMOUNT
1.	Employee	$ 750,000	$ 0
2.	On Premises	$ 750,000	$ 10,000
3.	In
Transit	$ 750,000	$ 10,000
4.	Forgery or
Alteration	$ 750,000	$ 10,000
5.	Extended Forgery	$ 750,000	$ 10,000
6.	Counterfeit
Money	$ 750,000	$ 10,000
7.	Threats to Person	$ 750,000	$ 10,000
8.	Computer System	$ 750,000	$ 10,000
9.	Voice Initiated Funds Transfer Instruction	$ 750,000	$ 10,000
10.	Uncollectible Items of
Deposit	$ 25,000	$ 10,000
11.	Audit Expense	$ 25,000	$ 0
12.	Extended Computer
Systems	$ 750,000	$ 10,000

This Endorsement applies to loss discovered after 12:01 a.m. on May 15, 2017.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: May 19, 2017
Authorized
Representative

ICAP Bond Form 17-02-1582 (Ed. 5-98) Page 1

PART 04

ENDORSEMENT/RIDER

Effective date of this endorsement/rider: May 15, 2017
Endorsement/Rider No. 8
To be attached to and form a part
of Bond No. 82302721

Issued to: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

FRAUDULENT TRANSFER INSTRUCTIONS ENDORSEMENT (For use with the ICAP bond)

In consideration of the premium charged, it is agreed that this bond is amended as follows:

(1)
FRAUDULENT TRANSFER
INSTRUCTIONS
Loss resulting directly from the
ASSURED having, in good faith, transferred money on deposit in a Customer’s account, or a Customer’s Certificated Security or Uncertificated Security , in reliance upon a fraudulent instruction transmitted
to the ASSURED via telefacsimile, telephone or electronic mail; provided,
however, that:
A.	the fraudulent instruction purports,
and reasonably appears, to have originated from:
	i.	such Customer , or
	ii.	an Employee acting on instructions
of such Customer , or
	iii.	another financial institution acting
on behalf of such Customer with authority to make
such instructions; and
B.	the sender of the fraudulent
instruction verified the instruction with the password, PIN, or other
security code of such Customer ;
and
C.	the sender was not, in fact, such Customer , was not authorized to act on behalf of such Customer , and was not
an Employee ; and
D.	the instruction was received by an Employee specifically authorized by the ASSURED to receive and act upon
such instructions; and
E.	for any transfer exceeding the
amount set forth in paragraph (8) of this endorsement, the ASSURED
verified the instructions via a call back to a predetermined telephone
number set forth in the ASSURED’s written agreement with such Customer or other verification
procedure approved in writing by the COMPANY; and

14-02-21330 (10/2014) Page 1

| (2) | F. — For the purposes of the coverage
afforded by this endorsement, the following terms shall have the following
meanings: | the ASSURED preserved a
contemporaneous record of the call back, if any, and the instruction which
verifies use of the authorized password, PIN or other security code of the Customer . | |
| --- | --- | --- | --- |
| | Certificated Security means a share, participation or other
interest in property of, or an enterprise of, the issuer or an obligation
of the issuer, which is: | | |
| | (1) | represented by an instrument issued
in bearer or registered form, and | |
| | (2) | of a type commonly dealt in on
securities exchanges or markets or commonly recognized in any area in
which it is issued or dealt in as a medium for investment,
and | |
| | (3) | either one of a class or series or
by its terms divisible into a class or series of shares, participations,
interests or obligations. | |
| | Customer means any individual, corporate partnership, proprietor,
trust customer, shareholder or subscriber of an Investment Company which has a
written agreement with the ASSURED authorizing the ASSURED to transfer Money on deposit in an account or Certificated
Security or Uncertificated Security in
reliance upon instructions transmitted to the ASSURED via telefacsimile,
telephone or electronic mail to transmit the fraudulent
instruction. | | |
| | Uncertificated Security means a share, participation or other
interest in property of or an enterprise of the issuer or an obligation of
the issuer, which is: | | |
| | (1) | not represented by an instrument and
the transfer of which is registered on books maintained for that purpose
by or on behalf of the issuer, and | |
| | (2) | of a type commonly dealt in on
securities exchanges or markets, and | |
| | (3) | either one of a class or series or
by its terms divisible into a class or series of shares, participations,
interests or obligations. | |
| (3) | It shall be a condition precedent to
coverage under this Insuring Clause that the ASSURED assert any available
claims, offsets or defenses against such Customer , any financial
institution or any other party to the
transaction. | | |
| (4) | Solely with respect to the
Fraudulent Transfer Instruction Insuring Clause, the following Exclusions
are added: | | |
| | A. | Loss resulting directly or
indirectly from a fraudulent instruction if the sender, or anyone acting
in collusion with the sender, ever had authorized access to such Customer’s password, PIN or other security code; and | |
| | B. | Loss resulting directly or
indirectly from the fraudulent alteration of an instruction to initiate an
automated clearing house (ACH) entry, or group of ACH entries, transmitted
as an electronic message, or as an attachment to an electronic message,
sent via the internet, unless: | |
| | | i. | each ACH entry was individually
verified via the call back procedure without regard to the amount of the
entry; or |
| | | ii. | the instruction was formatted,
encoded or encrypted so that any altercation in the ACH entry or group of
ACH entries would be apparent to the ASSURED. |

14-02-21330 (10/2014) Page 2

| (5) | Solely with respect to
the Fraudulent Transfer Instruction Insuring Clause, Exclusion 2.k. is
deleted and replaced with the following: | |
| --- | --- | --- |
| | k. | loss resulting from voice
requests or instructions received over the telephone, provided however,
this Section 2.k. shall not apply to INSURING CLAUSE 7. or 9. or the
Fraudulent Transfer Instruction Insuring Clause. |
| (6) | For the purposes of the
Fraudulent Transfer Instruction Insuring Clause, all loss or losses
involving one natural person or entity, or one group of natural persons or
entities acting together, shall be a Single Loss without regard to the
number of transfers or the number of instructions involved. | |
| (7) | For the purposes of the
Fraudulent Transfer Instruction Insuring Clause, the Single Loss Limit of
Liability shall be $ 750,000. The Deductible Amount shall be $
10,000. | |
| (8) | The amount of any
single transfer for which verification via call back will be required is:
$ 10,000. | |

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

Authorized Representative

14-02-21330 (10/2014) Page 3

ENDORSEMENT/RIDER

| Effective date of this endorsement/rider:
May 15, 2017 |
| --- |
| Endorsement/Rider No. 9 |
| To be attached to and form a part
of Policy No. 82302721 |

Issued to: FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

ADDRESS CHANGE ENDORSEMENT

Effective October 1, 2016, the address of your insurance company is changing.

The address of 15 Mountain View Road, Warren, NJ 07059, wherever it appears, is changed to:

202B Hall’s Mill Road Whitehouse Station, NJ 08889

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

10-02-2543 (08/2016) Page 1

Important Notice:

The SEC Requires Proof of Your Fidelity Insurance Policy

Your company is now required to file an electronic copy of your fidelity insurance coverage (Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to rules adopted by the SEC on June 12, 2006.

Chubb is in the process of providing your agent/broker with an electronic copy of your insurance policy as well as instructions on how to submit this proof of fidelity insurance coverage to the SEC. You can expect to receive this information from your agent/broker shortly.

The electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage as set forth in the paper policy you receive by mail. The terms and conditions of the policy mailed to you, which are the same as those set forth in the electronic copy, constitute the entire agreement between your company and Chubb.

If you have any questions, please contact your agent or broker.

Form 14-02-12160 (ed. 7/2006)

IMPORTANT POLICYHOLDER INFORMATION

Inquiries concerning your policy should be directed to your insurance agent. The name, address and telephone number of your agent, if one is involved, is shown on the policy and/or in the material accompanying the policy.

If you require additional information you may contact the California Insurance Department at either the following address or phone number:

California Insurance Department 300 South Spring Street Los Angeles, CA 90012 1-800-927-HELP

Form 14-02-1495 (Ed. 1/94)

IMPORTANT NOTICE

The premium shown on this policy or premium statement may be subject to adjustment in accordance with the provisions of California law recently adopted by ballot initiative. You will be informed about any adjustment as soon as the requirements of the law and their effect on your premium can be determined.

Form 99-10-0267 (Ed. 2/98)

POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE (for policies with no terrorism exclusion or sublimit) Insuring Company: FEDERAL INSURANCE COMPANY

You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), this policy makes available to you insurance for losses arising out of certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the Treasury of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

You should know that the insurance provided by your policy for losses caused by acts of terrorism is partially reimbursed by the United States under the formula set forth in the Act. Under this formula, the United States pays 85% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage. Beginning in 2016, the Federal share will be reduced by 1% per year until it reaches 80%, where it will remain.

However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion.

10-02-1281 (Ed. 03/2015)

If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury.

The portion of your policy’s annual premium that is attributable to insurance for such acts of terrorism is: $ -0-.

If you have any questions about this notice, please contact your agent or broker.

10-02-1281 (Ed. 03/2015)

IMPORTANT NOTICE TO POLICYHOLDERS

All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from your producer.

Thank you for choosing Chubb.

10-02-1295 (ed. 6/2007)

The following resolutions were adopted at the April 19, 2017 Meeting of the Board of Directors of Flaherty & Crumrine Total Return Fund Incorporated at which a majority of Directors who are not “interested persons” approved the amount and form of the current bond for the period of May 15, 2017 to May 15, 2018.

| RESOLVED: | That the renewal of the fidelity bond coverage for the period from May 15,
2017 to May 15, 2018, which provides coverage in the aggregate amount of $750,000, is hereby approved; and further |
| --- | --- |
| RESOLVED: | That it is the finding of the Directors at this Meeting that the fidelity bond (the “Bond”) issued through Federal Insurance Company in the amount of $750,000 covering officers and employees of the Fund, in accordance with the requirements of Rule 17g-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), is fair and reasonable in form and amount, after having given due consideration to, among other things, the value of the aggregate assets of the Fund to which any person covered under the Bond may have access, the custody and safekeeping of the assets of the Fund’s portfolio, and the nature of the securities in the Fund’s portfolio; and further |
| RESOLVED: | That the premium in the amount of $1,967 paid by the Fund under the Bond is hereby authorized; and further |
| RESOLVED: | That the appropriate officers of the Fund be, and they hereby are, authorized and directed to prepare, execute, and file such amendments and supplements to the aforesaid agreement, and to take such other action as may from time to time be necessary or appropriate in order to conform to the provisions of the 1940 Act and the rules and regulations under that Act; and further |
| RESOLVED: | That the Secretary or Assistant Secretary of the Fund shall make such filings concerning the Bond with the Securities and Exchange Commission (“SEC”) and give such notices as required under paragraph (g) of Rule 17g-1 promulgated by the SEC under the 1940 Act. |