[SCHEDULE 13G/A] FLAHERTY & CRUMRINE TOTAL RETURN FUND INC Amended Passive Investment Disclosure

Rhea-AI Filing Summary

Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC filed an amended Schedule 13G reporting a significant stake in Flaherty & Crumrine Total Return Fund Incorporated common stock. They report beneficial ownership of 1,089,624 shares, representing 10.4 % of the fund’s outstanding common stock.

The percentage is based on 10,456,821 shares outstanding as of May 31, 2025. The firms share voting and dispositive power over these shares through client accounts, state that all securities are held in those accounts, and formally disclaim beneficial ownership. They certify the holdings were acquired in the ordinary course of business and not to change or influence control of the fund.

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Accepted by SEC EDGAR 02/04/2026 - 02:04 PM Learn about SEC filing dates

FAQ

What stake in Flaherty & Crumrine Total Return Fund (FLC) is reported in this Schedule 13G/A?

The filing reports beneficial ownership of 1,089,624 shares of Flaherty & Crumrine Total Return Fund common stock. This represents 10.4 % of the fund’s outstanding shares, based on 10,456,821 shares outstanding as of May 31, 2025, as disclosed by the issuer.

Who are the reporting persons in the Flaherty & Crumrine Total Return Fund (FLC) Schedule 13G/A?

The reporting persons are Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC. Both are registered investment advisers that provide investment management services to client accounts and report shared voting and dispositive power over the fund’s common shares held in those accounts.

How much voting and dispositive power do the reporting advisers have over FLC shares?

Each reporting adviser lists zero sole voting and dispositive power, but 1,089,624.00 shared voting power and 1,089,624.00 shared dispositive power. These powers relate to Flaherty & Crumrine Total Return Fund common shares held in client accounts they manage, as described in the ownership section.

On what share count is the 10.4% ownership in Flaherty & Crumrine Total Return Fund based?

The 10.4 % ownership figure is calculated using 10,456,821 shares of common stock outstanding. That outstanding share count is stated as of May 31, 2025, referencing the issuer’s Report on Form N-CSRS filed with the Securities and Exchange Commission.

Do Sit Investment Associates and Sit Fixed Income Advisors claim full beneficial ownership of their FLC position?

They may be deemed beneficial owners because they share voting and investment power over client accounts, but expressly disclaim beneficial ownership. Citing Rule 13d-4 under the Exchange Act, they state all reported securities are owned by client accounts, not directly by the advisers themselves.

Are the FLC shares held by Sit entities intended to influence control of the fund?

The signatory certifies the securities were acquired and are held in the ordinary course of business. They further certify the holdings were not acquired and are not held to change or influence control of Flaherty & Crumrine Total Return Fund, consistent with Schedule 13G requirements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Flaherty & Crumrine Total Return Fund Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

338479108

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 338479108

1

Names of Reporting Persons

Sit Investment Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MINNESOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,089,624.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,089,624.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,089,624.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.4 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 338479108

1

Names of Reporting Persons

Sit Fixed Income Advisors II, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,089,624.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,089,624.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,089,624.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.4 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Flaherty & Crumrine Total Return Fund Incorporated
(b)	Address of issuer's principal executive offices: 301 East Colorado Boulevard, Suite 800, Pasadena, CA 91101
Item 2.
(a)	Name of person filing: Sit Investment Associates, Inc. Sit Fixed Income Advisors II, LLC
(b)	Address or principal business office or, if none, residence: c/o Sit Investment Associates, Inc. 80 South Eighth Street, Suite 3300 Minneapolis, MN 55402
(c)	Citizenship: Sit Investment Associates, Inc. Minnesota Corporation Sit Fixed Income Advisors II, LLC Delaware LLC
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 338479108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to item 9 on each cover page.
(b)	Percent of class: See response to item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See response to item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to item 8 on each cover page. The ownership percentages reported are based on 10,456,821 shares of common stock outstanding as of May 31, 2025, as reported in the Issuer's Report on Form N-CSRS filed with the Securities Exchange Commission. Sit Investment Associates, Inc. ("SIA") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Sit Fixed Income Advisors II, LLC ("SFI") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940 and a subsidiary of SIA. SIA and SFI provide investment management services to client accounts ("Accounts"). In their roles as investment advisers SIA and SFI possess shared voting and investment power over securities of the Issuer described in this schedule 13G owned by the Accounts and may be deemed to be the beneficial owner of such shares of the Issuer owned by the Accounts. All securities reported in this schedule 13G are owned by the Accounts. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SIA and SFI disclaim beneficial ownership of such securities.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Accounts are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Except as may be indicated if this is a joint filing with a registered investment company managed by SIA or SFI, not more than 5% of the class of such securities is owned by any one Account subject to the investment advice of SIA or SFI.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sit Investment Associates, Inc.

Signature:	/s/ Paul E. Rasmussen
Name/Title:	Paul Rasmussen / Vice President
Date:	02/04/2026

Sit Fixed Income Advisors II, LLC

Signature:	/s/ Paul E. Rasmussen
Name/Title:	Paul Rasmussen / Vice President
Date:	02/04/2026