UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON,
D.C. 20549 |
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| SCHEDULE
TO |
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TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Total
Return Securities Fund |
| (Name
of Subject Company (Issuer)) |
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| Total
Return Securities Fund |
| (Name
of Filing Person (Offeror)) |
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| COMMON
STOCK |
| $0.001
PAR VALUE PER SHARE |
| (Title
of Class of Securities) |
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| 870875101 |
| (CUSIP
Number of Class of Securities) |
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|
Andrew
Dakos
c/o Bulldog Investors, LLP
Park 80 West | 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
1-800-730-2932 |
With
a copy to:
William G. Farrar, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000 |
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(Name,
address and telephone number of person authorized to receive notices and communications
on behalf of the filing persons) |
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| December
19, 2025 |
| (Date
Tender Offer First Published, Sent or Given to Security Holders) |
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| ☐ | Check
the box if the filing relates solely to preliminary communications made before commencement
of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party
tender offer subject to Rule 14d-1. |
| ☒ | issuer
tender offer subject to Rule 13e-4. |
| ☐ | going-private
transaction subject to Rule 13e-3. |
| ☐ | amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
Introductory
Statement
This
Issuer Tender Offer Statement on Schedule TO relates to the offer by Total Return Securities Fund, a closed-end management investment
company organized under the laws of the state of Delaware (the “Fund”), to purchase up to 4,000,000 of its issued
and outstanding shares of common stock, par value $0.001 per share, at a price equal to 98% of the net asset value (“NAV”)
per share, determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”),
on the business day immediately following the day the offer expires, to the seller in cash, less any applicable withholding taxes
and without interest. The Fund’s offer is being made upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated December 19, 2025, and the related Letter of Transmittal, copies of which are attached to this Schedule TO
as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended or supplemented from time to time, constitute the
“Offer”). In accordance with the rules of the U.S. Securities and Exchange Commission, the Fund may purchase additional
shares not to exceed 2% of the outstanding shares of the Fund (approximately 339,477 shares) without amending or extending the
offer.
This
Issuer Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated
under the Securities Exchange Act of 1934, as amended.
Items
1 through 9.
The
information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to
Items 1 through 9 of this Issuer Tender Offer Statement on Schedule TO.
Item
10. Financial Statements.
Not
applicable.
| Item 11.
|
Additional
Information |
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|
| (a)(1) |
None |
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| (a)(2) |
None |
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| (a)(3) |
Not
applicable |
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| (a)(4) |
Not
applicable |
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| (a)(5) |
None |
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| (c) |
None |
Item
12. Exhibits.
| (a)(1)(i) |
Offer
to Purchase, dated December 19, 2025.* |
| (a)(1)(ii) |
Form
of Letter of Transmittal (Including IRS Form W-9 and the instructions included therewith).* |
| (a)(1)(iii) |
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(iv) |
Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(v) |
Letter
to Stockholders of the Fund, dated December 19, 2025.* |
| (a)(2) |
Not
applicable. |
| (a)(5)(i) |
Press Release issued by the Fund, dated August 19, 2025 (incorporated by reference to Schedule TO-C filed by the Fund on August
20, 2025). |
| (a)(5)(ii) |
Press
Release issued by the Fund, dated December 19, 2025.* |
| (b) |
Not
applicable. |
| (d) |
Not
applicable. |
| (g) |
Not
applicable. |
| (h) |
Not
applicable. |
| 107 |
Filing
Fee Table* |
*
Filed herewith.
Item
13. Information Required by Schedule 13E-3.
Not
applicable.
SIGNATURE
After
due 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.
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Total
Return Securities Fund |
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By: |
/s/
Andrew Dakos |
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Name: |
Andrew
Dakos |
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Title: |
President
and Chief Executive Officer |
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Dated:
December 19, 2025
Exhibit
Index
| (a)(1)(i) |
Offer
to Purchase, dated December 19, 2025. |
| (a)(1)(ii) |
Form
of Letter of Transmittal (Including IRS Form W-9 and the instructions included therewith). |
| (a)(1)(iii) |
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(iv) |
Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(v) |
Letter
to Stockholders of the Fund, dated December 19, 2025. |
| (a)(5)(ii) |
Press
Release issued by the Fund, dated December 19, 2025. |
| 107 |
Filing
Fee Table |
