As filed with
the Securities and Exchange Commission on April 30, 2021
Securities Act
Registration No. 333-255296
Investment Company Registration No. 811-21129
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
N-2
(Check appropriate box or boxes)
☒
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐
Pre-Effective Amendment No.
☒
Post-Effective Amendment No. 1
and/or
☒ REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
☒
Amendment No. 6
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FLAHERTY
& CRUMRINE
PREFERRED AND INCOME SECURITIES
FUND
INCORPORATED
(Exact Name of Registrant
as Specified in Charter)
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301
E. Colorado Boulevard, Suite 800
Pasadena, California 91101
(Address of Principal
Executive Offices)
626-795-7300
(Registrant’s Telephone Number, including
Area Code)
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R.
Eric Chadwick
Flaherty & Crumrine Incorporated
301 E. Colorado Boulevard, Suite
800
Pasadena, California 91101
(Name and Address of Agent for Service)
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With
Copies to:
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P.
Jay Spinola, Esq.
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Willkie
Farr & Gallagher LLP
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787
Seventh Avenue
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New
York, New York 10019
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Approximate
Date of Commencement of Proposed Public Offering: From time to time after the effective
date of this Registration Statement.
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If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box: ☐
If any of the securities being
registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933
(“Securities Act”), other than securities offered in connection with a dividend reinvestment plan, check the following
box: ☒
If this Form is a registration
statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box: ☒
If this Form is a registration
statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☒
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
It is proposed that this filing
will become effective (check appropriate box):
☐
when declared effective pursuant to Section 8(c) of the Securities Act.
If appropriate, check the following
box:
☐
This post-effective amendment designates a new effective date for a previously filed registration statement.
☐
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the
Securities Act registration statement number of the earlier effective registration statement for the same offering is ______.
☒
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for the same offering is 333-255296.
Check each box that appropriately
characterizes the Registrant:
☒
Registered closed-end fund.
☐
Business development company.
☐
Interval fund.
☒
A.2 Qualified.
☒
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐
New registrant.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-255296 and 811-21129) of Flaherty & Crumrine Preferred and Income Securities Fund Incorporated (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART
C
OTHER INFORMATION
Item 25. Financial Statements and Exhibits
1. Financial Statements
Included
in Part A: Financial highlights for the fiscal years ended November 30, 2020, 2019, 2018, 2017, 2016 and 2015, 2014, 2013,
2012 and 2011.
Incorporated into Parts A and
B by reference:
The audited financial statements
included in the Fund’s annual
report for the fiscal year ended November 30, 2020, together with the report of KPMG LLP, on Form N-CSR, filed January
29, 2021 (File No. 811-21129).
The financial highlights included
in the Fund’s annual report
for the fiscal year ended November 30, 2015 on Form N-CSR, filed on January 29, 2016 (File No. 811-21129).
2. Exhibits
Item 26. Marketing Arrangements
The
information contained under the heading “Plan of Distribution” on page 63 of the prospectus is incorporated by reference,
and any information concerning any underwriters will be contained in the accompanying prospectus supplement, if any.
Item 27. Other Expenses of Issuance and
Distribution
The following table sets forth the expenses to be
incurred in connection with the offer described in this Registration Statement:
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Registration
and Filing Fees
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$
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32,730
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FINRA
Fees
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45,500
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New
York Stock Exchange Fees
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32,143
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Costs
of Printing and Engraving
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5,000
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Accounting
Fees and Expenses
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37,500
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Legal
Fees and Expenses
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217,786
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Total
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$
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370,659
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Item 28. Persons Controlled by or
under Common Control with Registrant
None.
Item 29. Number of Holders of Securities
Set forth below is the number of record holders
as of March 31, 2021, of each class of securities of the Registrant:
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Title
of Class
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Number
of Record Holders
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Shares of Common Stock, par value $0.01
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per share
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59
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Item 30. Indemnification
It is the Registrant’s
obligation to indemnify its directors and officers to the maximum extent permitted by Maryland law as set forth in Article VIII
of Registrant’s Articles
of Incorporation and Article V of the Registrant’s Amended
and Restated Bylaws. The liability of the Registrant’s directors and officers is limited as provided in Article VIII
of Registrant’s Articles
of Incorporation. The liability of Flaherty & Crumrine Incorporated, the Registrant’s investment adviser (the “Adviser”),
for any loss suffered by the Registrant or its shareholders is set forth in Section 5 of the Investment
Advisory Agreement.
Item 31. Business and other Connections
of Investment Adviser
This information, with
respect to the Adviser, is set forth under the caption “Management of the Fund” in the Prospectus and in the Statement
of Additional Information, constituting Parts A and B, respectively, of this Registration Statement.
The
Adviser, a corporation organized under the laws of the State of California, acts as investment adviser to the Fund. The Fund is
fulfilling the requirement of this Item 31 to provide a list of the officers and directors of the Adviser, together with
information as to any other business, profession, vocation or employment of a substantial nature engaged in by the Adviser or
those officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV
of the Adviser filed with the SEC pursuant to the 1940 Act (SEC File No. 801-19384).
Item 32. Location of Accounts and Records
The majority of the accounts,
books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder will be maintained
as follows: journals, ledgers, securities records and other original records will be maintained principally at the offices of
the Fund’s Administrator and Custodian. All other records so required to be maintained will be maintained at the offices
of Flaherty & Crumrine Incorporated, 301 E. Colorado Boulevard, Suite 800, Pasadena, California 91101.
Item 33. Management Services
Not applicable.
Item 34. Undertakings
(1) Not applicable.
(2) Not applicable.
(3)
Registrant undertakes:
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(a)
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to
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:
(1) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to
reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement; and
(3) to
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
(4) if
(i) it determines to conduct one or more offerings of the Fund’s common shares (including rights to purchase its common
shares) at a price below its net asset value per common share at the date the offering is
commenced, and (ii) such offering or offerings will result in greater than a 15% dilution to the Fund’s net asset value
per common share.
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(b)
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that for the purpose
of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof;
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(c)
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to remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering;
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(d)
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that, for the purpose
of determining liability under the Securities Act to any purchaser:
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(1) if
the Registrant is relying on Rule 430B:
(A) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
(2) if
the Registrant is relying on Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
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(e)
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that for the purpose
of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of securities:
The undersigned Registrant
undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to the purchaser:
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(1)
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any preliminary prospectus
or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act;
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(2)
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free writing prospectus
relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
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(3)
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the portion of any
other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the
offering containing material information about the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
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(4)
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any other communication
that is an offer in the offering made by the undersigned Registrant to the purchaser
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(4)
Registrant undertakes:
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(a)
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that, for the purpose
of determining any liability under the Securities Act the information omitted from the form of prospectus filed
as part of the Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed
by the Registrant under Rule 424(b)(1) under the Securities Act will be deemed to be a part of the Registration
Statement as of the time it was declared effective.
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(b)
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that, for the purpose
of determining any liability under the Securities Act, each post-effective amendment that contains a form of
prospectus will be deemed to be a new Registration Statement relating to the securities offered therein, and
the offering of the securities at that time will be deemed to be the initial bona fide offering thereof.
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(5) The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(7) Registrant undertakes
to send by first-class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of
a written or oral request, any prospectus or Statement of Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Pasadena, State of California, on the
30th day of April, 2021.
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FLAHERTY
& CRUMRINE
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PREFERRED
AND INCOME SECURITIES FUND
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INCORPORATED
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By:
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/s/
R. Eric Chadwick
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Name:
R. Eric Chadwick
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Title:
Chief Executive Officer
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Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on April
30, 2021.
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Signatures
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Title
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/s/
R. Eric Chadwick
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Director
and Chief Executive Officer
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R.
Eric Chadwick
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(Principal
Executive Officer)
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Chief
Financial Officer, Vice President and
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/s/
Bradford S. Stone
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Treasurer
(Principal Financial and
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Bradford
S. Stone
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Accounting
Officer)
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*David
Gale
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Director
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David
Gale
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*Morgan
Gust
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Director
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Morgan
Gust
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*Karen
Hogan
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Director
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Karen
H. Hogan
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*By:
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/s/
Chad Conwell
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Chad
Conwell, as Agent
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SCHEDULE OF EXHIBITS
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Exhibit
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No.
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Description
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(h)
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ATM Sales Agreement
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(l)(2)
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Opinion and Consent of Venable LLP
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