EXHIBIT 77Q1(a)
FLAHERTY & CRUMRINE TOTAL RETURN INCOME FUND INCORPORATED
(the "Fund")

  At the January 22, 2013 Meeting of the Board of
Directors of the Fund, the Board approved changing the
Fund's name from "Flaherty & Crumrine/Claymore Total
Return Fund Incorporated" to "Flaherty & Crumrine Total
Return Fund Incorporated". The Articles of Amendment and
Amended and Restated Bylaws effectuating such change are
set forth below:

ARTICLES OF AMENDMENT
OF
FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND
INCORPORATED


  FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND
INCORPORATED, a Maryland corporation (hereinafter called
the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:

  FIRST:  The Articles of Incorporation of the
Corporation are hereby further amended to replace Article
II with the following:

ARTICLE II

NAME

The name of the Corporation (the "Corporation")
hereafter shall be "Flaherty & Crumrine Total Return
Fund Incorporated."

  SECOND:  The above amendment to the Articles of
Incorporation was duly approved by a majority of the
Corporation's Board of Directors at a meeting held on
January 22, 2013.

  THIRD:  The above amendment to the Articles of
Incorporation is limited to a change expressly permitted
by Section 2-605(a)(1) of the General Corporation Law of
Maryland to be made without action by stockholders of the
Corporation.

      The President acknowledges these Articles of
Amendment to be the corporate act of the Corporation and
states that to the best of his knowledge, information and
belief the matters and facts set forth in these Articles
of Amendment with respect to the authorization and
approval of the amendment of the Corporation's Articles
of Incorporation are true in all material respects, and
that this statement is made under the penalties of
perjury.

  IN WITNESS WHEREOF, FLAHERTY & CRUMRINE/CLAYMORE TOTAL
RETURN FUND INCORPORATED has caused this instrument to be
executed in its name and on its behalf by its President,
Robert M. Ettinger, and attested by its Vice President
and Assistant Secretary, Chad C. Conwell on February 13,
2013. These Articles of Amendment shall be effective as
of 12:01 a.m. on February 14, 2013.

FLAHERTY & CRUMRINE/CLAYMORE
TOTAL RETURN FUND INCORPORATED

  By:    /s/ Robert M. Ettinger
    Robert M. Ettinger, President
ATTEST:

By:  /s/ Chad C. Conwell
  Chad C. Conwell, Vice President and Secretary


AMENDMENT TO AMENDED AND RESTATED BYLAWS
OF
FLAHERTY & CRUMRINE/CLAYMORE PREFERRED SECURITIES INCOME FUND
INCORPORATED

  Pursuant to Article 8.1 of the Amended and Restated By-
Laws (the "By-Laws") of Flaherty & Crumrine/Claymore
Total Return Fund Incorporated:
Article 1.1 was amended in its entirety to read as
follows:
"Article 1.1.  Name.  The name of the Company is
Flaherty and Crumrine Total Return Fund
Incorporated."

January 22, 2013