UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY
VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21380
| Flaherty & Crumrine Total Return Fund Incorporated |
| (Exact name of registrant as specified in charter) |
| 301 E. Colorado Boulevard, Suite 720 |
| Pasadena, CA 91101 |
| (Address of principal executive offices) (Zip code) |
| R. Eric Chadwick |
| Flaherty & Crumrine Incorporated |
| 301 E. Colorado Boulevard, Suite 720 |
| Pasadena, CA 91101 |
| (Name and address of agent for service) |
Registrant's telephone number, including area code: 626-795-7300
Date of fiscal year end: November 30
Date of reporting period: July 1, 2014 – June 30, 2015
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2014 TO JUNE 30, 2015
REGISTRANT
NAME: Flaherty &
Crumrine Total Return Fund
Incorporated
INVESTMENT COMPANY ACT FILE
NUMBER: 811 - 21380
REPORTING PERIOD: 07/01/2014 - 06/30/2015
REGISTRANT ADDRESS: 301 E. Colorado
Boulevard, Suite 720, Pasadena, California
91101
NAME OF
SERIES (AS APPLICABLE): __________________________________
| Issuer of Portfolio Security | Exchange Ticker Symbol |
CUSIP # | Shareholder Meeting Date |
Summary of Matter Voted On | Who Proposed Matter: Issuer / Shareholder |
Whether Fund Cast Vote on Matter |
Fund's Vote For or Against Proposal, or Abstain; For or Withhold Regarding Election of Directors |
Whether Vote Was For or Against Management |
| CIT Group Inc | CIT | 125581801 | 5/12/2015 | Approve 2015 Executive Incentive Plan | Issuer | Yes | For | For |
| CIT Group Inc | CIT | 125581801 | 5/12/2015 | Approve auditor | Issuer | Yes | For | For |
| CIT Group Inc | CIT | 125581801 | 5/12/2015 | Approve directors | Issuer | Yes | For | For |
| CIT Group Inc | CIT | 125581801 | 5/12/2015 | Approve executive compensation | Issuer | Yes | For | For |
| FT REAL ESTATE SECS CO | FHN | 302663208 | 5/6/2015 | Approve directors | Issuer | Yes | For | For |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Registrant | Flaherty & Crumrine Total Return Fund Incorporated |
| By (Signature and Title)* | /s/ R. Eric Chadwick | |
|
R. Eric Chadwick,
Chief Executive Officer and President |
| Date | August 12, 2015 |
*Print the name and title of each signing officer under his or her signature.