Flaherty & Crumrine Total Return Fund : Fund Proxy Information – FLC

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 17, 2024

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 17, 2024, 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 Directors 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 19, 2024 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 4, 2024	Chad Conwell
	Secretary

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

Held on April 17, 2024

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, 2023, are available to you on the Funds' website - www. preferredincome.com or upon request, without charge, by writing to Computershare Inc., P.O. Box 43132, Providence, RI 02940-9434, 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 17, 2024

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 17, 2024, 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 4, 2024 to shareholders of record as of the close of business on January 19, 2024. Proxy solicitations will be made, beginning on or about March 4, 2024, 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 17, 2024

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, 2023, are available to you on the Funds' website - www. preferredincome.com or upon request, without charge, by writing to Computershare Inc., P.O. Box 43132, Providence, RI 02940-9434, 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 19, 2024, 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)	12,852,556
Flaherty & Crumrine Preferred and Income Opportunity Fund Incorporated (PFO)	13,077,326
Flaherty & Crumrine Preferred and Income Securities Fund Incorporated (FFC)	48,177,896
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 19, 2024*:

Name and Address of
Beneficial/Record Owner		Title of Class		Amount and Nature of Ownership		Percent of Class
Cede & Co.**		Common Stock		PFD - (record)		98.75%
Depository Trust Company				PFO - (record)	98.17%
55 Water Street, 25th Floor				FFC - (record)	99.88%
New York, NY 10041				FLC - (record)	99.90%
				DFP - (record)	99.96%

• As of January 19, 2024, 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 Directors 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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nominees. Each Nominee has been nominated for a term of three years to expire at each Fund's 2027 Annual Meeting of Shareholders and until his/her successor is duly elected and qualifies. Shareholders of each Fund's Common Stock are entitled to elect the Nominees for election to the Board of the relevant Fund.

Fund		Nominees for Election
PFD		Karen H. Hogan and Nicholas Dalmaso
PFO		David Gale and Nicholas Dalmaso
FFC		Nicholas Dalmaso
FLC		Nicholas Dalmaso
DFP		David Gale and Nicholas Dalmaso

Information About the Experience, Qualifications, Attributes and Skills of Each Director or Nominee

Directors or Nominees for election as Directors of the Funds, together with information as to their positions with the Funds, principal occupations, and other board memberships for the past five years, are shown below.

										Other
						Principal		Number of Funds		Public Company
		Current		Term of Office		Occupation(s)		In Fund Complex		Board Memberships
Name, Address,		Position(s)		and Length of		During Past		Overseen		During Past
and Age		Held with Funds		Time Served*		Five Years		by Director**		Five Years
NON-INTERESTED		DIRECTORS:
David Gale		Lead Independent		Class I Director		President of Delta	5		None
301 E. Colorado		Director		PFD - since 1997		Dividend Group, Inc.
Boulevard				PFO - since 1997		(investments).
Suite 800				FFC - since inception
Pasadena, CA 91101				FLC - since inception
Age: 74				Class II Director
				DFP - since inception

Nicholas Dalmaso***	Director and	Class II Director
301 E. Colorado	Nominating and	FFC - since 2024
Boulevard	Governance	FLC - since 2024
Suite 800	Committee Chair	Class III Director
Pasadena, CA 91101		PFD - since 2024
Age: 58		PFO - since 2024
		DFP - since 2024

General Counsel	5	Independent Chair
of EquityBee, Inc.;		of the Destra
Founder and CEO of		Capital Investment
Sound Capital Holdings		Company Boards (4
LLC, Sound Capital		funds); Independent
Distributors LLC (a		Chair of the
registered broker/		Milliman Variable
dealer) and Sound		Insurance Trust
Capital Solutions LLC		Boards (2 funds)
(a registered investment
advisor); Founder and
General Counsel of M1
Finance, Inc.
(a registered broker/
dealer).

Karen H. Hogan	Director and	Class I Director†	Board Member,	5	None
301 E. Colorado	Audit Committee	DFP - since 2016	IKAR, a non-profit
Boulevard	Chair	Class II Director†	organization; Active
Suite 800		PFD - since 2016	Committee Member
Pasadena, CA 91101		PFO - since 2016	and Volunteer to
Age: 62		Class III Director†	several non-profit
		FFC - since 2016	organizations.
		FLC - since 2016

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										Other
						Principal		Number of Funds		Public Company
		Current		Term of Office		Occupation(s)		In Fund Complex		Board Memberships
Name, Address,		Position(s)		and Length of		During Past		Overseen		During Past
and Age		Held with Funds		Time Served*		Five Years		by Director**		Five Years
INTERESTED DIRECTOR AND OFFICER:
R. Eric Chadwick(1)		Director,		Class II Director		Portfolio Manager and	5		None
301 E. Colorado		Chairman of the		PFO - since 2016		President of Flaherty &
Boulevard		Board, Chief		Class III Director		Crumrine.
Suite 800		Executive Officer		PFD - since 2016
Pasadena, CA 91101		and President		FFC - since 2016
Age: 48				FLC - since 2016
				DFP - since 2016

• The Class II Directors of PFO and the Class III Directors of PFD, FFC, FLC and DFP will serve until each Fund's 2025 Annual Meeting of Shareholders and until their successors are duly elected and qualify. The Class I Director of PFD, FFC, FLC and DFP and the Class III Director of PFO will serve until each Fund's 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualify. The Class II Nominee of PFD, FFC, FLC and DFP and the Class I Nominee of PFO, if elected, will serve until each Fund's 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualify.
• The Flaherty & Crumrine fund complex (the "Fund Complex") consists solely of the Funds.
• Mr. Dalmaso was appointed as a Director of the Funds effective as of the close of business on January 19, 2024.

• Ms. Hogan served as a Class I Director of PFD from 2005 - 2016, a Class II Director of each of FFC and FLC from 2005 - 2016, a Class II Director of DFP since inception - 2016 and a Class III Director of PFO from 2005 - 2016.

1. "Interested person" of the Funds as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Mr. Chadwick is considered an "interested person" because of his affiliation with Flaherty & Crumrine.

No Non-Interested Director of the Funds or their immediate family members owned beneficially or of record any securities in Flaherty & Crumrine, or a person directly or indirectly controlling, controlled by, or under common control with Flaherty & Crumrine.

Each Director, other than Mr. Chadwick and Mr. Dalmaso, has been a Director of the Funds for at least 17 years (or since the Fund's inception, in the case of DFP). Additional information about each Director follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Boards believe have prepared them to be effective Directors. The Boards believe that Directors should have the ability to critically review, evaluate, question and discuss information provided to them, and interact effectively with Fund management, service providers and counsel. The Boards believe that their members satisfy this standard. Experience relevant to having this ability may be achieved through a Director's educational background; business, professional training or practice (e.g., accounting or law); public service or academic positions; experience from service as a board member (including the Boards of the Funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for the Boards' Nominating and Governance Committees (each a "Nominating Committee" and collectively, the "Nominating Committees") contains certain other factors considered by the Nominating Committees in identifying and evaluating potential Director nominees. To assist them in evaluating matters under federal and state law, the Independent Directors (defined below) are counseled by their own independent legal counsel, who participates in Board meetings and interacts with Flaherty & Crumrine, and may also benefit from information provided by the Funds' and Flaherty & Crumrine's counsel. Both counsel to the Independent Directors and counsel to the Funds and Flaherty & Crumrine have significant experience advising funds and fund directors. The Boards and their committees have the ability to engage other experts as appropriate. The Boards evaluate their performance on an annual basis.

R. Eric Chadwick- Mr. Chadwick was appointed as a Director and Chair of the Board of each Fund in January 2016. Mr. Chadwick has been the President of each Fund since April 2015 and, previously, the Chief Financial Officer from 2004 (or in the case of DFP, from its inception) until April 2015. Mr. Chadwick is also the President of Flaherty & Crumrine and has served as a portfolio manager of PFD and PFO since 1999 and as portfolio manager of each of FFC, FLC and DFP since each Fund's inception.

David Gale- In addition to his tenure as a Director of the Funds, Mr. Gale has been President and Chief Executive Officer of Delta Dividend Group, Inc., a San Francisco-based investment management firm, since 1992. Prior to joining Delta Dividend Group, Inc., Mr. Gale was a Principal with Morgan Stanley from 1983 to 1990, and a Managing Director of Lehman Brothers Holdings Inc. from 1990 to 1992. Mr. Gale previously served as a director of Emmis Communications. Mr. Gale was designated the Lead Independent Director of each Fund in January 2024.

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Nicholas Dalmaso- In addition to his tenure as a Director of the Funds, Mr. Dalmaso serves as an Independent Chair of the Destra Capital Investment Company Boards and an Independent Chair of the Milliman Variable Trust Boards. Mr. Dalmaso has been the Founder and CEO of Sound Capital Holdings LLC, Sound Capital Distributors LLC and Sound Capital Solutions LLC since 2021. Mr. Dalmaso previously served as an independent director of Keno Kozie Associates, General Counsel of EquityBee, Inc. from 2022 to 2023, and Founder and General Counsel of M1 Finance, Inc. from 2014 to 2021. He also serves as the Chair of the Nominating Committee of each Fund's Board.

Karen H. Hogan- In addition to her tenure as a Director of the Funds, Ms. Hogan currently serves on the Board of IKAR, a non-profit organization, and was formerly Chair of the Board of IKAR. She serves on the Board of her local chapter of Young Men's Service League, is on the capital campaign committee of her local library, and is a member of the Board and/or an active committee member of several additional non-profit organizations in her community. From 1985 to 1997, Ms. Hogan served as Senior Vice President of Preferred Stock Origination, and previously Vice President of New Product Development, at Lehman Brothers Holdings Inc. Ms. Hogan also served as a director, member and chair of the audit committee of New World Coffee, Inc. Ms. Hogan currently serves as Chair of the Audit Committee of each Fund's Board.

Board Composition and Leadership Structure

The 1940 Act requires that at least 40% of the Funds' Directors not be "interested persons" (as defined in the 1940 Act) of the Funds, and therefore not affiliated with Flaherty & Crumrine (the "Independent Directors"). To rely on certain exemptive rules under the 1940 Act, a majority of the Funds' Directors must be Independent Directors and, for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, three of the Funds' four Directors are Independent Directors. The Chair of the Boards is an interested person of each Fund. The three Independent Directors interact directly with the Chair and other senior management of Flaherty & Crumrine at scheduled meetings and between meetings as appropriate. Independent Directors have been designated to chair the Audit Committees and the Nominating Committees. The Board of each Fund has appointed David Gale as the Lead Independent Director. The Boards have determined that their leadership structures and composition, in which the Chair of the Boards is an "interested person" of the Funds, the Funds have a Lead Independent Director and 75% of the Directors are Independent Directors, are appropriate in light of the services that Flaherty & Crumrine provides to the Funds.

Boards' Oversight Role in Management

The Boards'role in management of the Funds is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds, primarily Flaherty & Crumrine, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of their oversight, the Boards, acting at their scheduled meetings, or the Chair, acting between Board meetings, regularly interacts with, and receives reports from, senior personnel of service providers, including the Funds' and Flaherty & Crumrine's Chief Compliance Officer and portfolio management personnel. The Boards' Audit Committees (which consist of all the Independent Directors) meet during their scheduled meetings, and between meetings the Chair of the Audit Committees maintains contact, with the Funds' independent registered public accounting firm and the Funds' Chief Financial Officer. The Boards also receive periodic presentations from senior personnel of Flaherty & Crumrine regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, personal trading, valuation and credit. The Boards have adopted policies and procedures designed to address certain risks to the Funds. In addition, Flaherty & Crumrine and other service providers to the Funds have adopted a variety of policies, procedures and controls designed to address particular risks to the Funds. Different processes, procedures and controls are employed with respect to different types of risks. However, it is not possible to eliminate all of the risks applicable to the Funds. The Boards also receive reports from counsel to the Funds and Flaherty & Crumrine and the Independent Directors' own independent legal counsel regarding regulatory, compliance and governance matters. The Boards' oversight role does not make the Boards guarantors of the Funds' investments or activities.

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Beneficial Ownership of Shares in the Funds and Fund Complex for each Director and Nominee for Election as Director

Set forth in the table below is the dollar range of equity securities in each Fund and the aggregate dollar range of equity securities in the Flaherty & Crumrine Fund Complex beneficially owned by each Director and Nominee for election as Director.

								Aggregate Dollar Range of Equity
								Securities in All Registered Investment
			Dollar Range of Equity			Companies Overseen by Director in
Name of Director or Nominee			Securities Held in a Fund*(1)			Family of Investment Companies*(2)
NON-INTERESTED DIRECTORS/NOMINEES:
		PFD	PFO	FFC	FLC	DFP		TOTAL
David Gale		D	D	D	D	C		E
Nicholas Dalmaso**		A	A	A	A	A		A
Karen H. Hogan		C	C	C	C	C		D
INTERESTED DIRECTOR:
R. Eric Chadwick		C	D	E	C	E		E

• Key to Dollar Ranges

1. None
2. $1 - $10,000
3. $10,001 - $50,000
4. $50,001 - $100,000
5. over $100,000

• Mr. Dalmaso was appointed as a Director of the Funds effective as of the close of business on January 19, 2024. All Shares were valued as of December 31, 2023.

1. This information has been furnished by each Director/Nominee as of December 31, 2023. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.
2. As of December 31, 2023, the Directors, Nominees and executive officers of each Fund, as a group, owned less than 1% of the Shares of each Fund.

Officers of the Funds

The following table provides information concerning each of the Fund's officers.

				Term of Office and		Principal
Name, Address,		Current Position(s)		Length of Time		Occupation During
and Age		Held with Funds		Served*		Past Five Years
Chad Conwell		Chief Compliance Officer,		PFD - since 2005		Executive Vice President, Chief
301 E. Colorado		Vice President and Secretary		PFO - since 2005		Compliance Officer and Chief Legal
Boulevard				FFC - since 2005		Officer of Flaherty & Crumrine.
Suite 800				FLC - since 2005
Pasadena, CA 91101				DFP - since inception
Age: 51
Bradford S. Stone		Chief Financial Officer, Vice		PFD - since 2003		Portfolio Manager, Executive Vice
47 Maple Street		President and Treasurer		PFO - since 2003		President and Chief Financial Officer
Suite 403				FFC - since 2003		of Flaherty & Crumrine.
Summit, NJ 07901				FLC - since inception
Age: 64				DFP - since inception
Roger Ko		Assistant Treasurer		PFD - since 2014		Vice President and Trader of Flaherty
301 E. Colorado				PFO - since 2014		& Crumrine.
Boulevard				FFC - since 2014
Suite 800				FLC - since 2014
Pasadena, CA 91101				DFP - since 2014
Age: 49

• Each officer serves until his or her successor is elected and qualifies or until his earlier resignation or removal.

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Audit Committee

The role of each Fund's Audit Committee is to assist the Board of Directors in its oversight of: (i) the integrity of the Fund's financial statements and the independent audit thereof; (ii) the Fund's accounting and financial reporting policies and practices, and its internal control over financial reporting; (iii) the Fund's compliance with legal and regulatory requirements; and (iv) the independent auditor's qualifications, independence and performance. Each Fund's Audit Committee is also required to prepare an audit committee report pursuant to applicable laws and regulations for inclusion in the Fund's annual proxy statement. Each Audit Committee operates pursuant to a charter (the "Audit Committee Charter" or "Charter") that was most recently reviewed and approved by the Board of Directors of each Fund on January 19, 2024, and which is available at www.preferredincome.com. As set forth in the Charter, Fund management is responsible for the (i) preparation, presentation and integrity of each Fund's financial statements, (ii) maintenance of appropriate accounting and financial reporting principles and policies and (iii) maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Funds' independent registered public accounting firm, KPMG LLP (the "independent accountants" or "KPMG"), is responsible for planning and carrying out proper audits and reviews of each Fund's financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

Audit Committee Report

In performing its oversight function, at a meeting held on January 19, 2024, the Audit Committee of each Fund reviewed and discussed with Fund management and the independent accountants, the audited financial statements of the Fund as of and for the fiscal year ended November 30, 2023, and discussed the audit of such financial statements with the independent accountants.

In addition, the Audit Committee of each Fund discussed with the independent accountants the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. Each Audit Committee also received from the independent accountants the written disclosures and statements required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, as currently in effect and discussed the impact that any such relationships might have on the objectivity and independence of the independent accountants.

As set forth above, and as more fully set forth in each Fund's Audit Committee Charter, each Audit Committee has significant duties and powers in its oversight role with respect to the Fund's financial reporting procedures, internal control systems, and the independent audit process.

The members of each Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the Fund for accounting, financial management or internal control. Moreover, each Audit Committee relies on, and makes no independent verification of, the facts presented to it or representations made by Fund management or the independent accountants. Accordingly, each Audit Committee's oversight does not provide an independent basis to determine that Fund management has maintained appropriate accounting and financial reporting principles and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, each Audit Committee's considerations and discussions referred to above do not provide assurance that the audit of each Fund's financial statements has been carried out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with generally accepted accounting principles.

Based on its consideration of the audited financial statements and the discussions referred to above with Fund management and the independent accountants, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Charter and those discussed above, the Audit Committee of each Fund recommended to that Fund's Board that the audited financial statements be included in the Fund's Annual Report for the fiscal year ended November 30, 2023.

This report was submitted by the Audit Committee of each Fund's Board of Directors

David Gale

Morgan Gust*

Karen H. Hogan (Chair)

January 19, 2024

• Mr. Gust retired from the Board effective as of the close of business on January 19, 2024.

Each Audit Committee was established in accordance with Section 3(a)(58)(A) of the 1934 Act. Each Audit Committee met four times during the fiscal year ended November 30, 2023. Each Audit Committee is composed entirely of each Fund's Independent Directors who are also "independent" (as such term is defined by the New York Stock Exchange ("NYSE") under the listing standards applicable to closed-end funds, as may be modified or supplemented (the "NYSE Listing Standards")). As of the date of this Joint Proxy Statement, the current members of the Audit Committee are Ms. Hogan and Messrs. Dalmaso and Gale.

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