FLAHERTY & CRUMRINE PREFERRED AND INCOME FUND INCORPORATED

(NYSE: PFD)

FLAHERTY & CRUMRINE PREFERRED AND INCOME OPPORTUNITY FUND INCORPORATED

(NYSE: PFO)

FLAHERTY & CRUMRINE PREFERRED AND INCOME SECURITIES FUND INCORPORATED

(NYSE: FFC)

FLAHERTY & CRUMRINE TOTAL RETURN FUND INCORPORATED

(NYSE: FLC)

FLAHERTY & CRUMRINE DYNAMIC PREFERRED AND INCOME FUND INCORPORATED

(NYSE: DFP)

301 E. Colorado Boulevard, Suite 800

Pasadena, California 91101

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

To Be Held on April 19, 2023

To the Shareholders:

Notice is hereby given that the Annual Meetings of Shareholders (the "Annual Meetings") of Flaherty & Crumrine Preferred and Income Fund Incorporated, Flaherty & Crumrine Preferred and Income Opportunity Fund Incorporated, Flaherty & Crumrine Preferred and Income Securities Fund Incorporated, Flaherty & Crumrine Total Return Fund Incorporated and Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (each, a "Fund" and collectively, the "Funds"), each a Maryland corporation, will be held on April 19, 2023, at 8:00 a.m. PDT, at the offices of Flaherty & Crumrine Incorporated, 301 E. Colorado Boulevard, Suite 800, Pasadena, California 91101, for the following purposes:

Each Fund:

  1. To elect a Director of each Fund (Proposal 1).
  2. To transact such other business as may properly come before the Annual Meetings or any adjournments or postponements thereof.

Your vote is important!

The Board of Directors of each Fund has fixed the close of business on January 20, 2023 as the record date for the determination of shareholders of each Fund entitled to notice of, and to vote at, the Annual Meetings and any adjournments or postponements thereof.

By Order of the Boards of Directors,

March 2, 2023

Chad C. Conwell

Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meetings to be

Held on April 19, 2023

The notice of Annual Meetings, Joint Proxy Statement, proxy cards and each Fund's annual report, including audited financial statements for the fiscal year ended November 30, 2022, are available to you on the Funds' website - www. preferredincome.com or upon request, without charge, by writing to Computershare Inc., P.O. Box 505000, Louisville, KY, 40233-5000, United States, or by calling 1-866-351-7446 (U.S. toll-free) or 1-201-680-6578 (International). You are encouraged to review all of the information contained in the proxy materials before voting.

To obtain directions to attend the Annual Meetings and vote in person, please call 1-626-795-7300.

SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE RELEVANT ANNUAL MEETING(S), WE ASK THAT YOU PLEASE VOTE PROMPTLY. INSTRUCTIONS FOR THE PROPER VOTINGAND/OR EXECUTION OFPROXIESARE SET FORTH ON THE INSIDE COVER. SHAREHOLDERS MAY SUBMIT VOTING INSTRUCTIONS BY SIGNINGAND DATING THE PROXY CARD OR VOTING INSTRUCTION FORM AND RETURNING IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.

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INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and may minimize the time and expense to the Fund(s) involved in validating your vote if you fail to sign your proxy card(s) properly.

  1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card(s).
  2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.
  3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form registration. For example:

Registration

Valid Signature

Corporate Accounts

(1)

ABC Corp.

ABC Corp.

(2)

ABC Corp.

John Doe, Treasurer

(3)

ABC Corp. c/o John Doe, Treasurer

John Doe

(4)

ABC Corp. Profit Sharing Plan

John Doe, Trustee

Trust Accounts

(1)

ABC Trust

Jane B. Doe, Trustee

(2)

Jane B. Doe, Trustee u/t/d 12/28/78

Jane B. Doe

Custodian or Estate Accounts

(1)

John B. Smith, Cust.,

f/b/o John B. Smith, Jr. UGMA

John B. Smith

(2)

John B. Smith, Executor,

Estate of Jane Smith

John B. Smith, Executor

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ANNUAL MEETINGS OF SHAREHOLDERS

April 19, 2023

JOINT PROXY STATEMENT

This document is a joint proxy statement ("Joint Proxy Statement") for Flaherty & Crumrine Preferred and Income Fund Incorporated ("Preferred and Income Fund" or "PFD"), Flaherty & Crumrine Preferred and Income Opportunity Fund Incorporated ("Preferred and Income Opportunity Fund" or "PFO"), Flaherty & Crumrine Preferred and Income Securities Fund Incorporated ("Preferred and Income Securities Fund" or "FFC"), Flaherty & Crumrine Total Return Fund Incorporated ("Total Return Fund" or "FLC") and Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated ("Dynamic Preferred Income Fund" or "DFP") (each, a "Fund" and collectively, the "Funds"). This Joint Proxy Statement is furnished in connection with the solicitation of proxies by each Fund's Board of Directors (each, a "Board" and collectively, the "Boards") to be voted at the Annual Meeting of Shareholders for each Fund to be held on April 19, 2023, at 8:00 a.m. PDT, at the offices of Flaherty & Crumrine Incorporated, 301 E. Colorado Boulevard, Suite 800, Pasadena, California 91101 and at any adjournments or postponements thereof (each, an "Annual Meeting" and collectively, the "Annual Meetings").

This Joint Proxy Statement and the accompanying Notice of Annual Meetings and proxy card for each Fund in which you own shares were mailed on or about March 2, 2023 to shareholders of record as of the close of business on January 20, 2023. Proxy solicitations will be made, beginning on or about March 2, 2023, primarily by mail, but proxy solicitations may also be made by telephone, Internet, facsimile, e-mail, or personal interviews conducted by officers of each Fund, Flaherty & Crumrine Incorporated ("Flaherty & Crumrine"), the investment adviser of each Fund, Computershare Trust Company, N.A. ("Computershare"), the transfer agent of each Fund, and The Bank of New York Mellon ("BNY Mellon"), the administrator of each Fund. With respect to FFC, FLC and DFP, proxy solicitations may also be made by Destra Capital Advisors LLC, the servicing agent for FFC, FLC and DFP. No proxy solicitation firm will be used in connection with this Joint Proxy Statement.

The Funds will evenly split the expenses incurred in connection with the preparation of this Joint Proxy Statement and hosting of the Annual Meetings. Each Fund will pay for its respective expenses incurred in connection with printing and mailing of this Joint Proxy Statement and its enclosures to shareholders. Each Fund also will reimburse brokerage firms and others for their expenses in forwarding solicitation material to the beneficial owners of its shares.

References to the websites above or herein do not incorporate their content into this Joint Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meetings to be

Held on April 19, 2023

The notice of Annual Meetings, Joint Proxy Statement, proxy cards and each Fund's annual report, including audited financial statements for the fiscal year ended November 30, 2022, are available to you on the Funds' website - www. preferredincome.com or upon request, without charge, by writing to Computershare Inc., P.O. Box 505000, Louisville, KY, 40233-5000, United States, or by calling 1-866-351-7446 (U.S. toll-free) or 1-201-680-6578 (International). Each Fund's annual report is also available on the Securities and Exchange Commission's ("SEC") website (www.sec.gov) or, for FFC, FLC and DFP only, by calling Destra Capital Advisors LLC at 1-877-855-3434. You are encouraged to review all of the information contained in the proxy materials before voting.

To obtain directions to attend the Annual Meetings, and vote in person, please call 1-626-795-7300.

SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE RELEVANT ANNUAL MEETING(S), WE ASK THAT YOU PLEASE VOTE PROMPTLY. INSTRUCTIONS FOR THE PROPER VOTINGAND/OR EXECUTION OFPROXIESARE SET FORTH ON THE INSIDE COVER. SHAREHOLDERS MAY SUBMIT VOTING INSTRUCTIONS BY SIGNINGAND DATING THE PROXY CARD OR VOTING INSTRUCTION FORM AND RETURNING IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.

If the enclosed proxy card(s) are properly executed and returned in time to be voted at the relevant Annual Meeting(s), the Shares (as defined below) represented thereby will be voted in accordance with the instructions marked thereon. Unless instructions to the contrary are marked thereon, a proxy will be voted "FOR" Proposal 1 at the relevant Annual Meeting. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by attending the relevant Annual Meeting and voting his or her Shares in person or by submitting a letter of revocation or a later-dated proxy card to the appropriate Fund at 301 E. Colorado Boulevard, Suite 800, Pasadena, California 91101 prior to the date of the Annual Meetings.

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Under the bylaws of each Fund, the presence in person or by proxy of the holders of a majority of the outstanding shares of the Fund entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business (a "Quorum") at that Fund's Annual Meeting. In the event that a Quorum is not present at the relevant Annual Meeting, or in the event that a Quorum is present but sufficient votes to approve any of the proposals are not received, the Chair of the Annual Meeting may adjourn the meeting without assigning a specific date or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the Annual Meeting. At such adjourned meeting at which a Quorum shall be present, any business may be transacted which might have been transacted at the relevant Annual Meeting as originally notified. A shareholder vote may be taken on a proposal in the Joint Proxy Statement relating to the applicable Annual Meeting prior to any such adjournment if sufficient votes have been received for approval of that proposal. Once a Quorum has been established at the relevant Annual Meeting, shareholders may continue to transact business, notwithstanding the withdrawal of shareholders and the loss of a Quorum.

Each Fund has one class of capital stock outstanding: common stock, par value $0.01 per share (the "Common Stock" or the "Shares"). Each Share is entitled to one vote at the relevant Annual Meeting with respect to matters to be voted on, with pro rata voting rights for any fractional Shares. On the record date, January 20, 2023, the following number of Shares of each Fund were issued and outstanding:

Shares

Name of Fund

Outstanding

Flaherty & Crumrine Preferred and Income Fund Incorporated (PFD)

12,763,654

Flaherty & Crumrine Preferred and Income Opportunity Fund Incorporated (PFO)

13,077,326

Flaherty & Crumrine Preferred and Income Securities Fund Incorporated (FFC)

48,094,255

Flaherty & Crumrine Total Return Fund Incorporated (FLC)

10,456,821

Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (DFP)

20,538,137

To the knowledge of each Fund and its Board, the following shareholder(s), or "group" as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), is the beneficial owner or owner of record of more than 5% of the relevant Fund's outstanding Shares as of January 20, 2023*:

Name and Address of

Beneficial/Record Owner

Title of Class

Amount and Nature of Ownership

Percent of Class

Cede & Co.**

Common Stock

PFD - (record)

98.54%

Depository Trust Company

PFO - (record)

98.13%

55 Water Street, 25th Floor

FFC - (record)

99.88%

New York, NY 10041

FLC - (record)

99.90%

DFP - (record)

99.96%

  • As of January 20, 2023, the Directors and officers, as a group, owned less than 1% of the Shares of each Fund.
  • A nominee partnership of The Depository Trust Company.

This Joint Proxy Statement is being used to reduce the preparation, printing, handling and postage expenses that would result from the use of a separate proxy statement for each Fund. At each Fund's Annual Meeting, shareholders of the Fund will vote as a single class. Shareholders of each Fund will vote separately for each of PFD, PFO, FFC, FLC and DFP on the proposal(s) on which shareholders of that Fund are entitled to vote at the relevant Annual Meeting. A separate proxy card is enclosed for each Fund in which a shareholder owns Shares. Thus, if the proposal(s) at the relevant Annual Meeting is approved by shareholders of one or more Funds and not approved by shareholders of one or more other Funds, the proposal(s) will be implemented for the Fund or Funds that approved the proposal(s) and will not be implemented for any Fund that did not approve the proposal(s). It is therefore essential that shareholders complete, date and sign each enclosed proxy card. Shareholders of each Fund are entitled to vote on the proposal(s) pertaining to that Fund.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meetings, shareholders are being asked to consider the election of a Director of each Fund. The Board of each Fund is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a term of three years and until their successors are duly elected and qualify.

Nominees for the Boards of Directors

Each Nominee named below is currently a Director of each Fund and has consented to serve as a Director for the Fund(s) for which he/she is nominated if elected at the relevant Annual Meeting. If a designated Nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named therein to vote in favor of a substitute nominee or

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Disclaimer

Flaherty & Crumrine Preferred and Income Securities Fund Inc. published this content on 02 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 March 2023 23:28:02 UTC.