SCHEDULE 14A
                                 PROXY STATEMENT
        PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant [X]
Filed by Party other than the Registrant

Check the appropriate box:
[ ] Preliminary Proxy Statement

[ ] Confidential for Use of the Commission Only as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12

       FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

                (Name of Registrant as Specified in Its Charter)

                     ---------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)  Title  of  each  class  of   securities  to  which   transaction   applies:
     ___________________________

(2)  Aggregate   number  of  securities  to  which transaction  applies:  ______

(3)  Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
     calculated and state how it  was determined):______________________________

(4)  Proposed maximum aggregate value of transaction:___________________________

(5)  Total fee paid:____________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

(1)      Amount previously paid:________________________________________________
(2)      Form, Schedule or Registration Statement No.:__________________________
(3)      Filing Party: _________________________________________________________
(4)      Date Filed: ___________________________________________________________





       FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
 FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)
                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101

                              QUESTIONS AND ANSWERS

WHY DID THE BOARDS OF DIRECTORS CALL A SPECIAL MEETING?

The Funds currently use Preferred Stock leverage as a strategy to attempt to
enhance the dividends paid to Common Stock shareholders. The auction market that
sets the rates for this Preferred Stock has recently experienced severe
disruptions - consequently, the Funds are currently paying higher rates relative
to other short-term rates than they have historically. In light of this
turbulence, the Boards of Directors may determine to alter the leverage strategy
employed by the Funds. Potential alternatives could include modifying the terms
of the Preferred Stock, refinancing some or all of the Preferred Stock shares
with either a new preferred stock or refinancing some or all of the Preferred
Stock shares with debt financing. The Boards of Directors have not approved any
course of action and may decide to leave the current Preferred Stock outstanding
or redeem some or all of the shares of Preferred Stock.

As discussed in greater detail below and in the Joint Proxy Statement, the Funds
do not currently have the flexibility to pursue borrowing as a source of
financing - flexibility which is available to many other closed-end funds,
including the Funds' sister funds, Flaherty & Crumrine/Claymore Preferred
Securities Income Fund (FFC) and Flaherty & Crumrine/Claymore Total Return Fund
(FLC).

Your "Yes" vote on the Proposals will give the Funds greater flexibility to
respond to changing market conditions.

WHY ARE THE BOARDS OF DIRECTORS RECOMMENDING A CHANGE TO THE FUNDS' INVESTMENT
POLICIES?

As discussed above, the Boards of Directors may consider alternatives for
leveraging the returns to Common Stock shareholders. One path that the Boards of
Directors may select is debt financing - for example, by borrowing money from a
bank or other lender and then using the proceeds to redeem some or all of the
outstanding Preferred Stock.

When the Funds were designed over 15 years ago, it was contemplated that they
would always use Preferred Stock as leverage. Consequently, as discussed in
Proposal 1 of the attached Joint Proxy Statement, the Funds' investment policies
do not currently permit leveraging through borrowing, issuing debt securities or
using other debt financing strategies which are similar to borrowing.

These investment policies are more restrictive than legally required and more
restrictive than many other closed-end funds, such as the Funds' sister funds,
FFC and FLC.

After reviewing options available to the Funds, Fund management has recommended,
and the Boards of Directors have approved, modernizing each Fund's investment
policies to grant it flexibility to use debt financing for leverage.

The Boards of Directors unanimously recommend that shareholders vote "Yes" on
Proposals 1-A, 1-B and 1-C.

WHY DID THE BOARDS OF DIRECTORS APPROVE A CHANGE TO THE INVESTMENT ADVISORY
AGREEMENTS FOR THE FUNDS?

Each Fund has an investment advisory agreement with Flaherty & Crumrine
Incorporated. In exchange for the investment advice to and management of the
Funds, Flaherty & Crumrine receives a monthly fee. This fee is currently
assessed against the "net assets" of each Fund, with "net assets" calculated as
the difference between a Fund's total assets (i.e., the value of its portfolio)
and the Fund's liabilities. The Preferred Stock is explicitly excluded as a
liability of each Fund when calculating this fee.

If a Fund were to use a form of leverage other than Preferred Stock, the assets
attributable to that leverage would be a liability for purposes of the "net
assets" calculation, and would not count when calculating the fee paid to
Flaherty & Crumrine. The Boards of Directors have previously concluded (most
recently this past January) that the fees



being paid to Flaherty & Crumrine are reasonable. They do not favor lowering the
fees indirectly by changing the form of the Funds' leverage from Preferred Stock
to debt financing.

As discussed in Proposal 2 of the attached Joint Proxy Statement, the Boards of
Directors have approved the change to the investment advisory agreements to
clarify that financial leverage utilized by the Funds - whether in the form of
Preferred Stock or debt financing - does not constitute a liability for the
calculation of the investment advisory fee. Except for this change, the actual
fee calculation formula would not change (although the amount of the fee would
depend on the amount of leverage outstanding at any given time, whether in the
form of preferred stock or debt financing) - in other words, the Fund would
continue to pay the same percentage of net assets available to Common Stock
shareholders as it does currently.

The Boards of Directors unanimously recommend that shareholders vote "Yes" on
Proposal 2.

WHAT IF I HAVE ADDITIONAL QUESTIONS?

The Funds have engaged The Altman Group, Inc. to assist in the solicitation of
proxies. The Altman Group has set up a toll-free number, (866) 751-6315, for you
to call with any additional questions.

                                      - ii -



       FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
 FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)
                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101

                   NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
                           To Be Held on May 21, 2008

To the Shareholders:

         Notice is hereby given that Special Meetings of Shareholders of
Flaherty & Crumrine Preferred Income Fund Incorporated and Flaherty & Crumrine
Preferred Income Opportunity Fund Incorporated (each a "Fund" and collectively,
the "Funds"), each a Maryland corporation, will be held at the offices of the
Funds at 301 E. Colorado Boulevard, Suite 720, Pasadena, California 91101 at
9:00 a.m. PT, on May 21, 2008, for the following purposes:

     1.   To approve changes to certain fundamental investment policies
          (Proposal 1).

     2.   To approve an amended investment advisory agreement (Proposal 2).

     3.   To transact such other business as may properly come before the
          Special Meetings or any adjournments thereof.

         YOUR VOTE IS IMPORTANT!

         The Board of Directors of each Fund has fixed the close of business on
March 31, 2008 as the record date for the determination of shareholders of each
Fund entitled to notice of and to vote at the Special Meetings.


                                      By Order of the Boards of Directors,




April 10, 2008                        CHAD C.  CONWELL
                                      Secretary



--------------------------------------------------------------------------------
SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETINGS ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD(S), OR VOTE BY TELEPHONE OR
INTERNET. The proxy card(s) should be returned in the enclosed envelope, which
needs no postage if mailed in the continental United States. Instructions for
the proper execution of proxies are set forth on the inside cover.
--------------------------------------------------------------------------------






                      INSTRUCTIONS FOR SIGNING PROXY CARDS

         The following general rules for signing proxy cards may be of
assistance to you and may minimize the time and expense to the Fund(s) involved
in validating your vote if you fail to sign your proxy card(s) properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration
on the proxy card(s).

2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.

3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:

     REGISTRATION                                  VALID SIGNATURE
     ------------                                  ---------------

     CORPORATE ACCOUNTS

     (1)      ABC Corp.                            ABC Corp.
     (2)      ABC Corp.                            John Doe, Treasurer
     (3)      ABC Corp.  c/o John Doe, Treasurer   John Doe
     (4)      ABC Corp.  Profit Sharing Plan       John Doe, Trustee

     TRUST ACCOUNTS

     (1)      ABC Trust                            Jane B.  Doe, Trustee
     (2)      Jane B.  Doe, Trustee                Jane B.  Doe
              u/t/d 12/28/78

     CUSTODIAN OR ESTATE ACCOUNTS

     (1)      John B.  Smith, Cust.,               John B.  Smith
              f/b/o John B.  Smith, Jr.  UGMA
     (2)      John B.  Smith, Executor,            John B.  Smith, Jr., Executor
              estate of Jane Smith










       FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
 FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)
                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101


                        SPECIAL MEETINGS OF SHAREHOLDERS
                                  May 21, 2008


                              JOINT PROXY STATEMENT


         This document is a joint proxy statement  ("Joint Proxy Statement") for
Flaherty & Crumrine Preferred Income Fund Incorporated  ("PREFERRED INCOME FUND"
OR "PFD") and Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated
("PREFERRED  INCOME OPPORTUNITY FUND" OR "PFO") (EACH A "FUND" AND COLLECTIVELY,
THE "FUNDS").  This Joint Proxy  Statement is furnished in  connection  with the
solicitation  of proxies by each Fund's Board of  Directors  (each a "Board" and
collectively, the "Boards") for use at a Special Meeting of Shareholders of each
Fund to be held on May 21,  2008,  at 9:00 a.m. PT, at the offices of the Funds,
301 E. Colorado  Boulevard,  Suite 720,  Pasadena,  California  91101 and at any
adjournments thereof (each a "Meeting" and collectively, the "Meetings").

         On or about February 19, 2008, a Joint Proxy  Statement was sent to you
so that you may vote on the election of Directors at the Funds'  annual  meeting
to be held on April 18, 2008, and you may have received proxy  solicitations  by
mail, telephone,  or personal interview relating to the election of Directors at
the annual  meeting.  This new proxy  statement is for a special meeting of each
Fund's  shareholders on May 21, 2008 and involves new proposals  relating to the
operation of the Funds.  You will also receive new proxy  solicitations by mail,
telephone,  or personal interview for the new proposals  described in this proxy
statement.

         YOUR VOTE IS IMPORTANT. EVEN IF YOU HAVE ALREADY VOTED FOR THE ELECTION
OF  DIRECTORS  AT THE ANNUAL  MEETING,  PLEASE VOTE ON THE  PROPOSALS  DESCRIBED
HEREIN.  EVEN IF YOU PLAN TO ATTEND AND VOTE IN PERSON AT THE  MEETINGS,  PLEASE
PROMPTLY  FOLLOW  THE  ENCLOSED  INSTRUCTIONS  TO SUBMIT A PROXY BY  COMPLETING,
SIGNING, AND DATING THE ENCLOSED PROXY CARDS, OR ALTERNATIVELY PROVIDING A PROXY
BY TELEPHONE OR INTERNET.  THE PROXY CARD(S)  SHOULD BE RETURNED IN THE ENCLOSED
ENVELOPE,  WHICH NEEDS NO POSTAGE IF MAILED IN THE  CONTINENTAL  UNITED  STATES.
INSTRUCTIONS  FOR THE PROPER  EXECUTION  OF  PROXIES  ARE SET FORTH ON THE PRIOR
PAGE.

         A Notice of Special  Meetings of  Shareholders  and proxy card for each
Fund of which you are a shareholder accompany this Joint Proxy Statement.  Proxy
solicitations  will be made  beginning on or about April 18, 2008,  primarily by
mail, but proxy solicitations may also be made by telephone, telefax or personal
interviews conducted by officers of each Fund, Flaherty & Crumrine  Incorporated
("Flaherty & Crumrine" or the "Adviser"),  the investment  adviser of each Fund,
and PFPC Inc. ("PFPC"),  the transfer agent and administrator of each Fund and a
member of The PNC Financial  Services Group, Inc. The Adviser,  on behalf of the
Funds, has also retained The Altman Group,  Inc., a proxy  solicitation firm, to
assist in the solicitation of proxies.

         The costs of proxy  solicitation  and expenses  incurred in  connection
with the  preparation of this Joint Proxy  Statement and its enclosures  will be
shared  proportionally  by the Funds.  Each Fund also will  reimburse  brokerage
firms and others for their expenses in forwarding  solicitation  material to the
beneficial  owners of its shares.  This Joint Proxy  Statement  and the enclosed
form of proxy are first being sent to  shareholders  on or about April 18, 2008.
If you need more information or have any questions, please call The Altman Group
at (866)-751-6315.

         THE ANNUAL REPORT OF EACH FUND,  INCLUDING AUDITED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007, IS AVAILABLE UPON REQUEST,  WITHOUT
CHARGE,  BY WRITING TO PFPC INC.,  P.O.  BOX  43027,  PROVIDENCE,  RHODE  ISLAND
02940-3027,  OR  CALLING  1-800-331-1710.  EACH  FUND'S  ANNUAL  REPORT  IS ALSO
AVAILABLE ON THE FUNDS' WEBSITE -  WWW.PREFERREDINCOME.COM  - AND THE SECURITIES
AND EXCHANGE COMMISSION'S ("SEC") WEBSITE (WWW.SEC.GOV).

         If the enclosed proxy card is properly executed and returned in time to
be voted at the  relevant  Meeting,  the Shares (as defined  below)  represented
thereby will be voted in accordance with the instructions marked thereon. Unless
instructions  to the  contrary are marked  thereon,  a proxy will be voted "FOR"
Proposal 1 and Proposal 2. Any  shareholder  who has given a proxy has the right
to revoke it at any time prior to its exercise  either by attending



the relevant  Meeting and voting his or her Shares in person or by  submitting a
letter of revocation or a later-dated proxy to the appropriate Fund delivered at
the above address prior to the date of the Meeting.

         Under the Bylaws of each Fund,  the  presence  in person or by proxy of
the holders of a majority of the outstanding shares of the Fund entitled to vote
shall be necessary and sufficient to constitute a quorum for the  transaction of
business (a "Quorum") at that Fund's meeting.  If a proposal is to be voted upon
by only one class of a Fund's  shares,  a Quorum of that class of shares must be
present at the Meeting in order for the proposal to be considered.  In the event
that a Quorum is not  present  at a  Meeting,  or in the event  that a Quorum is
present but  sufficient  votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any such adjournment will require the
affirmative  vote of a majority of those  shares  represented  at the Meeting in
person or by proxy.  If a Quorum is present,  the persons  named as proxies will
vote those  proxies which they are entitled to vote "FOR" a proposal in favor of
such an  adjournment  with respect to that  proposal and will vote those proxies
required to be voted  "AGAINST" a proposal  against  any such  adjournment  with
respect to that proposal.  A shareholder  vote may be taken on a proposal in the
Joint Proxy  Statement  prior to any such  adjournment if sufficient  votes have
been received for approval of that proposal.

         Each Fund has two classes of capital stock including  common stock, par
value $0.01 per share (the "Common  Stock") and preferred  stock (the "Preferred
Stock" and together  with the Common  Stock,  the  "Shares").  Each Fund has one
series of Preferred Stock  outstanding  which is classified as Auction Preferred
Stock  (formerly  known  as  "Money  Market  Cumulative   Preferred(TM)   Stock"
(MMP(R))).  Each Share is entitled to one vote at the  Meeting  with  respect to
matters to be voted on by the class to which such Share  belongs,  with pro rata
voting rights for any fractional Shares. On the record date, March 31, 2008, the
following number of Shares of each Fund were issued and outstanding:



                                                            COMMON STOCK        PREFERRED STOCK
         NAME OF FUND                                        OUTSTANDING          OUTSTANDING

                                                                                
         Preferred Income Fund (PFD)                          10,550,676              800

         Preferred Income Opportunity Fund (PFO)              11,793,857              700



         To  the   knowledge  of  each  Fund  and  its  Board,   the   following
shareholder(s)  or  "group,"  as that term is defined  in  Section  13(d) of the
Securities  Exchange Act of 1934, as amended (the "1934 Act"), is the beneficial
owner or owner of  record  of more than 5% of the  relevant  Fund's  outstanding
Shares as of March 31, 2008*:



         NAME AND ADDRESS OF                                      AMOUNT AND NATURE
         BENEFICIAL/RECORD OWNER            TITLE OF CLASS          OF OWNERSHIP        PERCENT OF CLASS
         -----------------------            --------------          ------------        ----------------

                                                                                
         Cede & Co.**                     Common Stock        PFD - 10,076,052               95.50%
         Depository Trust Company                             (record)
         55 Water Street, 25th Floor                          PFO - 11,332,078               96.08%
         New York, NY 10041                                   (record)

                                          Preferred Stock     PFD - 800 (record)             100%
                                                              PFO - 700 (record)             100%

         Fifth third Bancorp***           Common Stock        PFO - 611,893                  5.21%
         Fifth Third Center                                   (beneficial)
         Cincinnati, Ohio 45263


----------------------
*        As of March 31, 2008, the Directors and officers, as a group, owned
         less than 1% of each class of Shares of each Fund.
**       A nominee partnership of The Depository Trust Company.
***      Information obtained from a Schedule 13G, a Schedule 13F, and certain
         other information, filed by Fifth Third Bancorp with the SEC reporting
         share ownership as of December 31, 2007. Based on those filings, Fifth
         Third Bancorp has the sole power to vote or direct the vote of 596,361
         shares of Common Stock, the sole power to dispose or direct the
         disposition of 590,196 shares of Common Stock, the shared power to vote
         or direct the vote of 1,175 shares of Common Stock and the shared power
         to dispose or direct the disposition of 20,767 shares of Common Stock.

         This  Joint  Proxy  Statement  is being  used in order  to  reduce  the
preparation,  printing, handling and postage expenses that would result from the
use of a separate proxy statement for each Fund.  Shareholders of each Fund will
vote as a single class,  except as described  below, and will vote separately on
each proposal on which

                                       2


shareholders  of that  Fund are  entitled  to vote.  Separate  proxy  cards  are
enclosed for each Fund in which a shareholder is a record owner of Shares. Thus,
if a proposal  is  approved  by  shareholders  of one Fund and not  approved  by
shareholders  of the other Fund, the proposal will be  implemented  for the Fund
that approved the proposal and will not be implemented for the Fund that did not
approve the proposal. It is therefore essential that shareholders complete, date
and sign each  enclosed  proxy card.  Shareholders  of each Fund are entitled to
vote on the proposals pertaining to that Fund.

         In order that your Shares may be represented at the Meetings, you are
requested to vote on the following matters:

                   SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PREFERRED INCOME FUND (PFD)

--------------------------------------------------------------------------------
  PROPOSAL                       VOTING REQUIREMENTS
--------------------------------------------------------------------------------
  1. Changes in
     Fundamental                 Common Stock and Preferred Stock Shareholders,
     Investment Policies         voting together as a single class, and also
                                 separately the Preferred Stock Shareholders,
                                 voting as a separate class.
--------------------------------------------------------------------------------
  2. Amended Investment          Common Stock and Preferred Stock
     Advisory Agreement          Shareholders, voting together as a single
                                 class.
--------------------------------------------------------------------------------
  3. Other Business              Common Stock and Preferred Stock
                                 Shareholders, voting together as a single
                                 class
--------------------------------------------------------------------------------

PREFERRED INCOME OPPORTUNITY FUND (PFO)

--------------------------------------------------------------------------------
  PROPOSAL                       VOTING REQUIREMENTS
--------------------------------------------------------------------------------
  1. Changes in
     Fundamental Investment      Common Stock and Preferred Stock Shareholders,
     Policies                    voting together as a single class, and also
                                 separately the Preferred Stock Shareholders,
                                 voting as a separate class.
--------------------------------------------------------------------------------
  2. Amended Investment          Common Stock and Preferred Stock Shareholders,
     Advisory Agreement          voting together as a single class.
--------------------------------------------------------------------------------
  3. Other Business              Common Stock and Preferred Stock Shareholders,
                                 voting together as a single class
--------------------------------------------------------------------------------


             PROPOSAL 1: REVISION OF FUNDAMENTAL INVESTMENT POLICIES

         The Funds,  like all  registered  funds,  are  required  by law to have
policies governing those investment  practices that may only be changed with the
prior  approval  of the  holders of a majority  of a Fund's  outstanding  voting
securities,  voting as a single class, and approval of the holders of a majority
of a Fund's outstanding  shares of Preferred Stock,  voting as a separate class.
These policies are referred to as "fundamental."

         When the Funds were organized, it was assumed that the Funds would only
leverage their  portfolios  through their issuance of preferred  stock,  and the
Funds' ability to leverage through debt financing was restricted.  Each of PFD's
and PFO's  Boards  have  reviewed  the Fund's  current  fundamental  policies on
borrowing,  issuing senior  securities  and purchasing  securities on margin and
have determined that each Fund has fundamental  policies in these areas that are
more  restrictive  than the law  requires.  The Board of each Fund has concluded
that  those  policies  should be  revised to permit  each Fund to  leverage  its
portfolio  using debt financing in appropriate  circumstances.  At the Meetings,
shareholders of PFD and PFO will be asked to approve the revised policies.

         The revised  fundamental  policies  are  expected to give the Funds the
flexibility  to pursue debt  financing  as a means of  leverage,  in addition to
their existing option of using preferred  stock.  The revised  policies will not
affect the investment objectives of the Funds, which will remain unchanged.  The
Funds will continue to be managed in accordance  with the investment  parameters
described in their prospectuses and in accordance with applicable law.



                                       3


         The  revised  fundamental   policies  maintain  important   shareholder
protections,  while providing the Funds with greater flexibility to leverage the
Funds' assets than is currently available. Accordingly, the policies are written
and will be interpreted  broadly.  For example,  the revised  policies allow the
investment  practice in question to be conducted to the extent  permitted by the
Investment  Company Act of 1940,  as amended  (the "1940  Act").  It is possible
that, as the financial  markets  continue to evolve over time,  the 1940 Act and
the related rules may be further  amended to address changed  circumstances  and
new  investment  opportunities.  It is also  possible  that the 1940 Act and the
related  rules could  change for other  reasons.  For  flexibility,  the revised
policies will be  interpreted  to refer to the 1940 Act and the related rules as
they are in effect from time to time.  This will allow the Funds to benefit from
future  changes  in  applicable  law  without  seeking   additional  costly  and
time-consuming  shareholder  approvals.  To the extent  the Funds  engage in new
investment  practices,  the Funds may be subject to additional  risks.  Before a
material  change is made in a Fund's  investment  practices  in  response to the
revised policies, the Fund's Board will consider and approve such change and the
Fund's shareholders will be notified, as appropriate.

         Two of the revised  fundamental  policies also refer to interpretations
or modifications of, or relating to, the 1940 Act from the SEC or members of its
staff, as well as  interpretations  or modifications of other authorities having
jurisdiction over the Funds.  These authorities could include courts.  From time
to time the SEC and  members  of its staff  issue  formal or  informal  views on
various  provisions  of the 1940 Act and the related  rules,  including  through
no-action letters and exemptive orders. The revised policies will be interpreted
to refer to these  interpretations  or modifications as they are given from time
to time. Again, this will allow the Funds the flexibility to benefit from future
changes in the positions  taken by regulators and others without the expense and
delay of seeking further shareholder approvals.

         When a revised  policy  provides  that an  investment  practice  may be
conducted as permitted by the 1940 Act, the policy will be  interpreted  to mean
either that the 1940 Act  expressly  permits  the  practice or that the 1940 Act
does not prohibit the practice.

         If the revised policies are approved, subject to future Board approval,
the  policies  could  permit the Funds to engage in  borrowing or other forms of
debt  leverage in order to  potentially  redeem  Shares of Preferred  Stock.  As
discussed in a website  posting dated February 14, 2008, the auction process for
the Funds'  Preferred  Stock began to fail and has continued to fail. This means
that there has not been  sufficient  interest  from  bidders in the  auctions to
purchase all the Shares being offered for sale. In a "failed" auction,  existing
Preferred Stock shareholders are able to sell some of their Shares to the extent
that there are buyers, but are not able to sell their remaining Shares.  Rather,
they continue to hold their Shares and earn a "maximum  rate" set according to a
pre-determined  formula.  A failed auction is not an event of default.  A failed
auction  does not  require  the  redemption  of  Preferred  Stock by the  Funds.
Therefore,  the Shares remain outstanding,  and pay the maximum rate until "buy"
and "hold" orders again exceed "sell" orders in a future auction.

         The  provisions  allowing  for failed  auctions are intended to provide
fair   compensation   for  Preferred  Stock   shareholders   during  periods  of
disruptions,  while  also  allowing  the Funds the  necessary  time to  properly
consider  the  situation  and  explore  potential  alternatives.  One  potential
alternative  that  would be  permitted  as a result of the  proposed  changes in
fundamental  policies  would be the  redemption  of some or all of the Preferred
Stock through the use of borrowing, issuing senior debt securities or purchasing
securities  on margin.  THE BOARDS HAVE NOT  DETERMINED  TO REDEEM ANY PREFERRED
STOCK AND THE  PRESENTATION  OF THIS PROPOSAL  SHOULD NOT BE INTERPRETED TO MEAN
THAT EITHER PFD OR PFO HAS DETERMINED TO REDEEM ANY SHARES OF PREFERRED STOCK.

         THE FOLLOWING  DESCRIBES  RISKS  ASSOCIATED  WITH  LEVERAGING EACH FUND
THROUGH  THE  USE  OF  BORROWING,   ISSUING  SENIOR  SECURITIES  AND  PURCHASING
SECURITIES ON MARGIN,  WHICH DO NOT  MATERIALLY  DIFFER FROM THE RISKS EACH FUND
CURRENTLY FACES THROUGH LEVERAGING USING PREFERRED STOCK.

         Borrowing, issuing senior securities and purchasing securities on
margin are forms of leverage. Because this leverage would subject a Fund to
additional costs, the Fund would only engage in these transactions when the
Adviser and the Board of Directors believe that the cost of carrying the assets
to be acquired through leverage would be lower than the Fund's expected return
on its investment. Should this differential narrow, a Fund would realize less of
a positive return, with the additional risk that, during periods of adverse
market conditions, the market value of the Fund's entire portfolio holdings
(including those acquired through leverage) may decline far in excess of the

                                       4


incremental returns the Fund may have achieved, resulting in a loss to the Fund.
Indeed, any such leveraging tends to magnify market exposure and can result in
higher than expected losses to a Fund.

         Because the investment risk associated with investment assets purchased
with funds obtained through  leveraging would be borne solely by a Fund's Common
Stock  shareholders,  adverse  movements  in the  price  of a  Fund's  portfolio
holdings  would have a more severe  effect on a Fund's net asset value than if a
Fund  were not  leveraged.  Leverage  creates  risks for a Fund's  Common  Stock
shareholders,  including the  likelihood  of greater  volatility of a Fund's net
asset value and the market price of its shares,  and the risk that  fluctuations
in interest rates on borrowings or in the dividend rates on any Preferred  Stock
may affect  the  return to Common  Stock  shareholders.  If the income  from the
securities  purchased  with such  funds is not  sufficient  to cover the cost of
leverage,  the net income of a Fund would be less than if leverage  had not been
used,  and  therefore  the amount  available  for  distribution  to Common Stock
shareholders  as  dividends  will  be  reduced.  In such an  event,  a Fund  may
nevertheless  determine  to maintain  its  leveraged  position in order to avoid
capital losses on securities purchased with the leverage.  Further, all expenses
associated with borrowing, such as interest expenses and transaction costs, will
be borne solely by a Fund's Common Stock shareholders.

         Also, if the asset coverage for borrowing or other senior securities of
a Fund  declines  below the limits  specified  in the 1940 Act,  the Fund may be
required to sell a portion of its investments when it may not be advantageous to
do so. In the  extreme,  sales of  investments  required to meet asset  coverage
tests  imposed  by the 1940 Act could  also cause a Fund to lose its status as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the  "Code").  If  a  Fund  were  unable  to  make  adequate  distributions  to
shareholders  because of asset coverage or other restrictions,  it could fail to
qualify as a regulated  investment  company for federal income tax purposes and,
even if it did not fail to so  qualify,  it could  become  liable for income and
excise tax on the portion of its earnings which are not  distributed on a timely
basis in accordance with applicable provisions of the Code. A Fund's willingness
to engage in leverage  transactions,  and the amount of such transactions,  will
depend on many  factors,  the most  important of which are  investment  outlook,
market  conditions and interest rates.  Successful use of a leveraging  strategy
depends on the Adviser's ability to predict correctly  interest rates and market
movements, and there is no assurance that a leveraging strategy will be employed
or will be successful  during any period in which it is employed.  If Proposal 2
is approved by shareholders  and a Fund leverages using  borrowing,  senior debt
securities  or  margin  purchases,  the  Adviser  could be  viewed  as having an
economic  incentive  to  utilize  leverage  because  the use of  leverage  would
increase  the Fund's "net  assets" (as defined  below) and hence the fee paid by
the Funds to the Adviser.  However,  the Funds were  initially  structured to be
leveraged with Preferred Stock, so that changing the form of leverage,  in whole
or in part, should not enhance any such incentive.  In fact, this  consideration
would be mitigated because of the higher asset coverage  requirements  under the
1940 Act if the Funds, engaged in leverage through debt financing.

         Flaherty & Crumrine has advised the Boards of PFD and PFO that, except
as described herein, the proposed revisions to the fundamental policies are not
expected to materially affect the manner in which each Fund is being managed at
this time. On this basis, the Boards of PFD and PFO recommend that shareholders
of PFD and PFO vote to revise the fundamental policies as discussed below.

PROPOSAL 1-A:  REVISE THE FUNDAMENTAL POLICY RELATING TO BORROWING MONEY.

         The Funds currently have a fundamental investment policy relating to
borrowing money. Each Fund may not:

         BORROW MONEY, EXCEPT FOR TEMPORARY OR EMERGENCY PURPOSES, OR IN
         CONNECTION WITH REPURCHASES OF ITS SHARES OR FOR CLEARANCE OF
         TRANSACTIONS, AND THEN ONLY IN AMOUNTS NOT EXCEEDING 10% OF ITS TOTAL
         ASSETS (NOT INCLUDING THE AMOUNT BORROWED) AND AS OTHERWISE DESCRIBED
         IN THIS PROSPECTUS. WHEN THE FUND'S BORROWINGS EXCEED 5% OF THE VALUE
         OF ITS TOTAL ASSETS, THE FUND WILL NOT MAKE ANY ADDITIONAL INVESTMENTS.

         If shareholders of a Fund approve this proposal, the Fund's current
fundamental policy relating to the borrowing of money will be revised so that
the Fund may not:

                                       5


         BORROW MONEY, EXCEPT AS PERMITTED UNDER THE 1940 ACT, AS AMENDED, AND
         AS INTERPRETED OR MODIFIED BY REGULATORY AUTHORITY HAVING JURISDICTION,
         FROM TIME TO TIME.

         DISCUSSION OF PROPOSED MODIFICATION.  All registered funds are required
to have a  fundamental  policy  about  the  borrowing  of  money.  The  1940 Act
generally  requires a  registered  fund to maintain  asset  coverage of 300% for
so-called  "senior  securities"  that represent  indebtedness.  This means that,
generally  speaking,  for the registered  fund to borrow or otherwise issue debt
(other than limited  exceptions  such as temporary  borrowing or a borrowing for
emergency  purposes  up to 5% of the fund's  total  assets),  the fund must have
total  assets of at least  twice the amount  borrowed.  A  registered  fund that
issues  preferred  stock  must  maintain  asset  coverage  of at least 200% with
respect to the preferred stock. Asset coverage means the ratio that the value of
the fund's total assets,  minus liabilities other than borrowings,  bears to the
aggregate  amount of all borrowings.  Certain widely used  investment  practices
that involve a commitment by a fund to deliver money or securities in the future
are not considered by the SEC to be senior securities.  These include repurchase
and reverse repurchase  agreements,  dollar rolls, options,  futures and forward
contracts,  provided  that  in  each  case  a fund  segregates  cash  or  liquid
securities  in an amount  necessary to pay the  obligation  or the fund holds an
offsetting commitment from another party. The revised policy will not affect the
Funds' existing abilities to engage in these practices.  Similarly,  the revised
policy will be interpreted not to prevent  collateral  arrangements with respect
to swaps,  options,  forward or futures contracts or other  derivatives,  or the
posting of initial or variation margin.

         The revised policy will permit the Funds to borrow money, and to engage
in trading  practices  that may be considered  to be  borrowing,  to the fullest
extent permitted by the 1940 Act and related interpretations,  as in effect from
time to time.  The revised policy will be interpreted to permit a Fund to engage
in trading  practices  and  investments  that may be considered to be borrowing,
such as reverse repurchase agreements,  dollar rolls, options,  futures, options
on futures and forward contracts. In addition,  short-term credits necessary for
the  settlement  of securities  transactions  and  arrangements  with respect to
securities  lending will not be considered  to be  borrowings  under the revised
policy.  Practices  and  investments  that  may  involve  leverage  but  are not
considered to be borrowings are not subject to the revised policy.

EACH BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 1-A.

PROPOSAL  1-B:  REVISE  THE  FUNDAMENTAL   POLICY  RELATING  TO  ISSUING  SENIOR
SECURITIES.

         The Funds  currently have a fundamental  investment  policy relating to
senior securities. Each Fund may not:

         ISSUE SENIOR SECURITIES OTHER THAN PREFERRED STOCK.

         If  shareholders  of a Fund approve this  proposal,  the Fund's current
fundamental policy relating to issuing senior securities will be revised so that
the Fund may not:

         ISSUE SENIOR SECURITIES TO THE EXTENT SUCH ISSUANCE WOULD VIOLATE
APPLICABLE LAW.

         DISCUSSION OF PROPOSED  POLICY.  All  registered  funds are required to
have a fundamental  policy about issuing "senior  securities," which are defined
as fund  obligations  that have a priority  over the fund's  common  shares with
respect to the payment of dividends or the distribution of fund assets. The 1940
Act establishes limits on the ability of the Funds to engage in leverage through
the issuance of "senior securities." The revised policy will permit the Funds to
issue  senior  securities  to the fullest  extent  permitted by the 1940 Act and
related interpretations, as in effect from time to time.

         Certain widely used investment practices that involve a commitment by a
fund to deliver money or securities in the future are not  considered by the SEC
to be  senior  securities.  These  include  repurchase  and  reverse  repurchase
agreements,  dollar rolls, options, futures and forward contracts, provided that
in each case a fund segregates cash or liquid  securities in an amount necessary
to pay the  obligation or the fund holds an offsetting  commitment  from another
party.  The revised  policy  will not affect the Funds'  existing  abilities  to
engage in these

                                       6


practices.  Similarly,  the revised  policy will be  interpreted  not to prevent
collateral  arrangements  with  respect  to swaps,  options,  forward or futures
contracts or other derivatives, or the posting of initial or variation margin.

EACH BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 1-B.

PROPOSAL 1-C: REVISE THE FUNDAMENTAL POLICY RELATING TO PURCHASING SECURITIES ON
MARGIN.

         The Funds  currently have a fundamental  investment  policy relating to
the purchase of securities on margin. Each Fund may not:

         SELL SECURITIES SHORT OR PURCHASE SECURITIES ON MARGIN, EXCEPT FOR SUCH
         SHORT-TERM CREDITS AS ARE NECESSARY FOR THE CLEARANCE OF TRANSACTIONS,
         BUT THE FUND MAY MAKE MARGIN DEPOSITS IN CONNECTION WITH TRANSACTIONS
         IN OPTIONS ON SECURITIES, FUTURES AND OPTIONS ON FUTURES, AND MAY MAKE
         SHORT SALES OF SECURITIES "AGAINST THE BOX."

         If  shareholders  of a Fund approve this  proposal,  the Fund's current
fundamental  policy  relating to the  purchase of  securities  on margin will be
revised so that a Fund may not:

         SELL SECURITIES SHORT OR PURCHASE SECURITIES ON MARGIN, EXCEPT AS
         PERMITTED UNDER THE 1940 ACT, AS AMENDED, AND AS INTERPRETED OR
         MODIFIED BY REGULATORY AUTHORITY HAVING JURISDICTION, FROM TIME TO
         TIME.

         DISCUSSION OF PROPOSED  POLICY.  Section 12 of the 1940 Act  authorizes
the SEC to regulate two trading  practices  that may result in leverage:  margin
purchases  and short sales.  The SEC has not adopted any rules under Section 12,
but instead has  regulated  margin  purchases  and short sales under Section 18,
which limits the ability of the Funds to engage in leverage through the issuance
of  "senior  securities."  The  revised  policy  will  permit  the Funds to sell
securities  short  and  purchase  securities  on margin  to the  fullest  extent
permitted by the 1940 Act and related interpretations, as in effect from time to
time.

         Certain widely used investment practices that involve a commitment by a
fund to deliver money or securities in the future are not  considered by the SEC
to be  senior  securities.  These  include  repurchase  and  reverse  repurchase
agreements,  dollar rolls, options, futures and forward contracts, provided that
in each case a fund segregates cash or liquid  securities in an amount necessary
to pay the  obligation or the fund holds an offsetting  commitment  from another
party.  The revised  policy  will not affect the Funds'  existing  abilities  to
engage in these practices. Similarly, the revised policy will be interpreted not
to prevent collateral  arrangements with respect to swaps,  options,  forward or
futures contracts or other  derivatives,  or the posting of initial or variation
margin.

EACH BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 1-C.

REQUIRED VOTE

         Approval of the change in fundamental policies, with respect to each of
Proposals  1-A,  1-B and 1-C,  will  require  the  approval  of the holders of a
majority of the Fund's outstanding voting securities,  voting as a single class,
and  approval of the holders of a majority of the Fund's  outstanding  shares of
Preferred  Stock,  voting  as a  separate  class.  A  "majority  of  the  Fund's
outstanding  voting  securities" for this purpose means the lesser of (1) 67% or
more of the Shares of Common Stock and Shares of Preferred  Stock,  present at a
meeting of  shareholders,  voting as a single class, if the holders of more than
50% of such Shares are present or  represented  by proxy at the meeting,  or (2)
more than 50% of the outstanding  Shares of Common Stock and outstanding  Shares
of  Preferred  Stock,  voting  as a  single  class.  A  majority  of the  Fund's
outstanding  Shares of  Preferred  Stock for this  purpose  is  determined  in a
similar  manner,  by  applying  the  percentages  in the  previous  sentence  to
outstanding Shares of Preferred Stock.

                                       7


        PROPOSAL 2: APPROVAL OF AN AMENDED INVESTMENT ADVISORY AGREEMENT

         At the  Meetings,  you will be asked to approve an amended and restated
investment  advisory agreement (each, an "Amended Investment Advisory Agreement"
and collectively,  the "Amended  Investment Advisory  Agreements")  between your
Fund  and the  Adviser.  The  Adviser  currently  provides  investment  advisory
services to each Fund under investment advisory  agreements  currently in effect
(each, a "Current Investment Advisory Agreement" and collectively,  the "Current
Investment  Advisory  Agreements"),  and is responsible  for each Fund's overall
investment  strategy and its  implementation.  PFD's Current Investment Advisory
Agreement  is  dated  as of  January  24,  1991  and was  last  approved  by PFD
shareholders on January 22, 1991, in connection with the initial approval of the
Agreement.  PFO's Current Investment  Advisory Agreement is dated as of February
5, 1992 and was last  approved  by PFO  shareholders  on  February  3, 1992,  in
connection with the initial approval of the Agreement. The Board of Directors of
each Fund last approved the  continuance  of an additional  year for the Current
Investment  Advisory  Agreements  on  January  29,  2008.  The  form of  Amended
Investment  Advisory  Agreement  for the Funds,  marked to show changes from the
Current Investment Advisory Agreement,  is attached hereto as Exhibit A, and the
description of the Amended  Investment  Advisory  Agreements in this Joint Proxy
Statement is qualified in its entirety by reference to Exhibit A.

TERMS OF THE CURRENT INVESTMENT ADVISORY AGREEMENTS

         Under the terms of the  Current  Investment  Advisory  Agreements,  the
Adviser is responsible  for making  investment  decisions and placing orders for
the purchase and sale of a Fund's investments  directly with the issuers or with
brokers or dealers  selected by the Adviser at its discretion.  The Adviser also
furnishes to the Boards, which have overall  responsibility for the business and
affairs of the Funds,  periodic  reports on the  investment  performance  of the
Funds.

         The Adviser is obligated to manage a Fund in accordance with applicable
laws and  regulations.  Consistent  with the  requirements  of the 1940 Act, the
Current Investment Advisory Agreements provide that the Adviser generally is not
liable  to a Fund  for any  error in  judgment,  mistake  of law,  or any act or
omission or any loss suffered by a Fund in connection with the Agreement, except
by  reason  of  willful  misfeasance,  bad  faith  or  gross  negligence  in the
performance  of its  duties  or by  reason  of  its  reckless  disregard  of its
obligations and duties under the Agreement.

         The Current Investment Advisory Agreements may be terminated by a Fund
without penalty upon 60 days' written notice by the Boards of Directors or by a
vote of the holders of a majority of the Fund's outstanding Shares, or upon 60
days' written notice by the Adviser. The Current Investment Advisory Agreements
terminate automatically in the event of an "assignment" (as defined in the 1940
Act).

         For the fiscal  year ended  November  30,  2007,  PFD paid the  Adviser
$1,312,364  in advisory  fees,  and PFO paid the Adviser  $1,173,308 in advisory
fees.

COMPARISON OF AMENDED  INVESTMENT  ADVISORY  AGREEMENTS  AND CURRENT  INVESTMENT
ADVISORY AGREEMENTS

         The only change to the Current  Investment  Advisory  Agreements  is to
amend the description of the Adviser's fee to clarify that any debt representing
financial  leverage  will not be  considered  a  liability.  Section 6(a) of the
Current Investment  Advisory Agreement of each Fund describes the fee to be paid
to the Adviser as follows:

         IN CONSIDERATION OF THE SERVICES  RENDERED  PURSUANT TO THIS AGREEMENT,
         THE [FUND] WILL PAY THE  ADVISER  AFTER THE END OF THE  CALENDAR  MONTH
         DURING WHICH THE CLOSING DATE (AS DEFINED  BELOW)  OCCURS AND AFTER THE
         END OF EACH  CALENDAR  MONTH  THEREAFTER A FEE FOR THE  PREVIOUS  MONTH
         COMPUTED  MONTHLY AT THE ANNUAL  RATE OF .625 OF 1.00% ON THE  [FUND]'S
         AVERAGE  MONTHLY NET ASSETS UP TO $100  MILLION AND .50 OF 1.00% ON THE
         [FUND]'S AVERAGE MONTHLY NET ASSETS OF $100 MILLION OR MORE.

         The Current Investment  Advisory Agreements do not define the term "net
assets"  but  instead  refer  to the  description  as  included  in  the  Funds'
registration statements. The Funds' registration statements, dated as of January
24, 1991 for PFD and February 6, 1992 for PFO, each define "net assets" to mean,
for purposes of

                                       8


calculating  the  advisory  fee, the average  monthly  value of the Fund's total
assets minus the sum of the Fund's  liabilities,  which liabilities  exclude the
aggregate  liquidation  preference  of  the  outstanding  Preferred  Stock,  and
accumulated dividends, if any, on the Preferred Stock.

         If approved by shareholders, the Amended Investment Advisory Agreement
of each Fund will describe the fee to be paid to the Adviser as follows:

         IN CONSIDERATION OF THE SERVICES  RENDERED  PURSUANT TO THIS AGREEMENT,
         THE [FUND] WILL PAY THE ADVISER AFTER THE END OF EACH CALENDAR  MONTH A
         FEE FOR THE PREVIOUS MONTH COMPUTED  MONTHLY AT THE ANNUAL RATE OF .625
         OF 1.00% ON THE [FUND]'S  AVERAGE  MONTHLY TOTAL  MANAGED  ASSETS UP TO
         $100 MILLION AND .50 OF 1.00% ON THE  [FUND]'S  AVERAGE  MONTHLY  TOTAL
         MANAGED  ASSETS OF $100 MILLION OR MORE.  FOR  PURPOSES OF  CALCULATING
         SUCH FEE, THE [FUND]'S  TOTAL MANAGED  ASSETS MEANS THE TOTAL ASSETS OF
         THE [FUND]  (INCLUDING  ANY ASSETS  ATTRIBUTABLE  TO ANY [FUND] AUCTION
         RATE PREFERRED STOCK THAT MAY BE OUTSTANDING OR OTHERWISE  ATTRIBUTABLE
         TO THE USE OF  LEVERAGE)  MINUS THE SUM OF ACCRUED  LIABILITIES  (OTHER
         THAN DEBT, IF ANY,  REPRESENTING  FINANCIAL LEVERAGE).  FOR PURPOSES OF
         DETERMINING  TOTAL MANAGED ASSETS,  THE  LIQUIDATION  PREFERENCE OF THE
         [FUND] PREFERRED STOCK IS NOT TREATED AS A LIABILITY.

         As described in the Funds' registration statements,  the calculation of
net assets for purposes of calculating the advisory fees payable pursuant to the
Current  Investment  Advisory  Agreements  excludes the liquidation value of any
outstanding  preferred  stock,  including the Preferred  Stock,  from the Funds'
liabilities.  However,  debt  representing  financial  leverage is not similarly
excluded.  Therefore,  the amount of outstanding debt would reduce the amount of
Fund assets on which the Adviser's fee is paid.

         At the time the Funds were  launched it was not  contemplated  that the
Funds would engage in any debt financings and the Funds' fundamental  investment
policies  in this area  severely  limited  the  Funds'  ability to do so. If the
changes in the Funds'  fundamental  investment  policies on  borrowing,  issuing
senior debt  securities  and  purchasing  securities  on margin as  described in
Proposal  1 are  approved,  however,  the Funds  could  borrow up to the  limits
permitted under applicable law. Any such amounts borrowed or the proceeds of any
debt issuance  would,  like the Preferred  Stock,  form part of the total assets
being actively  managed by the Adviser.  The Boards of Directors are of the view
that it is fair and appropriate for the Adviser to be paid for doing so and that
there is no reason to make a  distinction  based on whether a Fund is  leveraged
with preferred stock or with debt. Therefore,  the Boards are proposing that the
provision  in  the  Current  Investment  Advisory   Agreements   concerning  the
calculation  of the  advisory  fee be amended to exclude  from  liabilities,  in
addition  to  the  liquidation  value  of  preferred  stock,  debt  representing
financial leverage, as is typical for closed-end funds such as the Funds.

         If the proposed  change in the fee  language of the Amended  Investment
Advisory  Agreements had been in effect during a Fund's most recently  completed
fiscal year, there would have been no change in the fees paid by the Fund to the
Adviser  because  the Fund did not borrow  during  that  time.  There will be no
increase in the fees payable to the Adviser unless or until action is taken that
increases a Fund's assets under management  through  borrowing or other forms of
debt  leverage  in  amounts   greater  than  the  amount  of  assets   currently
attributable to a Fund's outstanding  Preferred Stock. If the amount of a Fund's
assets under management  increases through debt financing,  this could result in
an  increase  in the  amount of the fees  payable  by a Fund  under the  Amended
Investment Advisory Agreement.  However,  the net impact on fees would depend on
the net increase in Fund assets that would result from those  activities,  which
cannot be predicted.

BOARD CONSIDERATION OF THE AMENDED INVESTMENT ADVISORY AGREEMENTS

         In  connection  with the  decision of each Board of  Directors  to seek
shareholder approval of amendments of the Funds' fundamental investment policies
regarding  borrowing,  issuing senior  securities  and purchasing  securities on
margin,  it was  determined  that,  as  currently  formulated,  the language for
calculating  the fees paid by the Funds to the  Adviser was not written in a way
that  permitted  the  calculation  of net assets to exclude  debt  leverage as a
liability.  The current fee formulation provides that fees shall be based on the
Funds' "net assets," and Fund  liabilities  did not exclude debt leverage in the
way that the liquidation value of Preferred Stock had been excluded.  The Boards
considered  this omission to be related to the Funds' initial  structure,  which
did not contemplate debt financing.

                                       9


         In  considering  this matter,  each Board of  Directors  noted that the
proceeds of any  borrowings  used by the Funds could increase the amount of Fund
assets for which the Adviser would be expected to provide  services to the Fund.
In addition to being attentive to the various technical concerns in dealing with
senior  securities  and  borrowings,  each Board noted that the Adviser would be
responsible for identifying additional investment opportunities for the proceeds
of these securities and borrowings and for managing the additional  investments.
Each Board also determined that the original  formulation of the fee language in
the Current Investment Advisory Agreement was designed to compensate the Adviser
on the basis of the amount of assets as to which it makes investment  decisions.
Each Board  noted  that they had  determined  to seek  shareholder  approval  to
broaden the Funds'  authority to borrow,  issue senior  securities  and purchase
securities on margin.  The Boards of Directors have determined  those actions to
be in the best interests of the Funds and the Funds' shareholders (see Proposals
1-A, 1-B and 1-C). In the view of the Boards of Directors, it would be unfair to
take  actions that  increase  assets which the Adviser is obliged by the Current
Investment  Advisory  Agreements to manage without  compensating the Adviser for
doing so. In this  regard,  the Boards of Directors  considered  that many funds
that engage in leveraging  activity provide for compensation of their investment
adviser  on  the  basis  of  total   managed   assets,   including   Flaherty  &
Crumrine/Claymore  Preferred  Securities Income Fund Incorporated and Flaherty &
Crumrine/Claymore  Total Return Fund  Incorporated,  two other  closed-end funds
managed by the Adviser.  In considering this matter,  the Independent  Directors
had the  opportunity  to  consult  with  counsel  to the  Directors  who are not
"interested  persons"  (as  defined in the 1940 Act) of the Funds or the Adviser
("Independent  Directors")  regarding the proposed Amended  Investment  Advisory
Agreements.

         At a meeting  held on March 13,  2008,  the Board of  Directors of each
Fund,  including the  Independent  Directors  present  in-person at the meeting,
voting separately, unanimously determined to recommend that shareholders of each
Fund approve its Amended Investment Advisory Agreement.

         In their review of the Amended Investment Advisory Agreement, the Board
of  Directors  of each Fund  assessed  the  nature,  extent  and  quality of the
services to be provided to the Fund by the Adviser. In their deliberations,  the
Boards of Directors  considered  information  received in connection  with their
most recent  approval of the  continuation  of the Current  Investment  Advisory
Agreement, in addition to information provided by the Adviser in connection with
their evaluation of the terms and conditions of the Amended Investment  Advisory
Agreement.  The Boards of Directors did not identify any particular  information
that was  all-important  or  controlling,  and  Directors  may  have  attributed
different  weights  to  the  various  factors.   The  Directors   evaluated  all
information  available  to them.  The  Directors,  including  a majority  of the
Independent  Directors,  concluded  that  the  terms of the  Amended  Investment
Advisory Agreements are appropriate,  that the fees to be paid are reasonable in
light of the  services  to be  provided  to the  Funds,  and  that  the  Amended
Investment  Advisory Agreements should be approved and recommended to the Funds'
shareholders.

         NATURE,  EXTENT AND QUALITY OF THE  SERVICES  TO BE PROVIDED  UNDER THE
AMENDED INVESTMENT  ADVISORY  AGREEMENTS.  The Directors  considered the nature,
extent and quality of management  services  proposed to be provided to the Funds
under the Amended Investment Advisory  Agreements.  The Directors took note that
the Adviser  had advised the Boards that there is not  expected to be any change
in the nature,  extent and  quality of services  provided to the Funds and their
shareholders  under the  Amended  Investment  Advisory  Agreements.  The Boards'
evaluation  of the  services  expected to be  provided by the Adviser  took into
account the Directors' knowledge and familiarity gained as Directors of funds in
the Flaherty & Crumrine Fund Family.  The Boards  recognized  that they received
information  at regular  meetings  throughout  the year  regarding  the services
rendered by the Adviser,  noting that these services  included the management of
each Fund's investment program, as well as providing significant  administrative
services beyond what the Current Investment  Advisory Agreements  provided.  The
Directors  also  noted  that  they had  engaged  in an  extensive  review of the
services  provided  to the  Funds by the  Adviser  at the  Boards'  last  annual
contract renewal meeting.

         The  Boards  concluded  that,  overall,  they were  satisfied  with the
nature,  extent and  quality of  services  expected  to be provided to the Funds
under the Amended Investment Advisory Agreements.

         INVESTMENT   PERFORMANCE.   The  Directors  noted  that  they  received
information  throughout  the year at  periodic  intervals  with  respect to each
Fund's  performance,  and had engaged in an extensive review of Fund performance
at their last annual contract  renewal meeting on January 29, and had determined
at that time that each Fund's  performance was satisfactory.  As the services to
be provided under the Amended Investment  Advisory

                                       10


Agreements in comparison with the Current  Investment  Advisory  Agreements were
not  proposed  to be changed in  connection  with the  approval  of the  Amended
Investment Advisory Agreements,  the Directors did not specifically  re-consider
Fund  performance  in their  consideration  of the Amended  Investment  Advisory
Agreements.

         ADVISER  PROFITABILITY.  Profitability  of  the  Adviser  in  providing
services to each Fund under the Amended Investment Advisory Agreements was not a
factor  considered by the  Directors.  The  Directors  noted that they expect to
receive cost,  expense and  profitability  information  at the next annual Board
contract  renewal  meeting and,  thus, be in a position to evaluate at that time
whether any  adjustments in Fund fees would be appropriate in connection  with a
renewal of the  Amended  Investment  Advisory  Agreements.  The  Directors  also
recognized that they had reviewed the  profitability  of the Adviser at its last
annual contract renewal meeting.

         ECONOMIES OF SCALE. The Directors considered whether any changes in the
economies  of scale  realized (or  potentially  realized) by the Adviser and any
benefits the Funds may incur from such  economies  of scale were  proposed to be
changed  if the  Amended  Investment  Advisory  Agreements  were  approved.  The
Directors noted that the Funds,  as closed-end  investment  companies,  were not
expected to increase  materially  in size;  thus,  the Adviser would not benefit
from economies of scale.  The Directors  considered  whether  economies of scale
could be realized  because the Adviser  advises  other similar  funds.  Based on
their  experience,   the  Directors  accepted  the  Adviser's  explanation  that
significant  economies of scale would not be realized  because of the complexity
of  managing  preferred  securities  for  separate  funds and other  portfolios.
Nonetheless,  the Directors noted that the Funds' advisory fee schedule declines
as assets increase  beyond a certain level  (commonly known as a  "breakpoint"),
and that breakpoints provide for a sharing with shareholders of benefits derived
as a result of economies of scale arising from  increased  assets.  Accordingly,
the Directors  determined that the existing advisory fee levels reflect possible
economies of scale.

         FEES. The Directors considered the fees to be paid to the Adviser under
the Amended Investment Advisory  Agreements.  The Boards noted that although the
contractual  investment  advisory fee rate payable under each  proposed  Amended
Investment  Advisory Agreement with the Adviser is the same as under the Current
Investment Advisory  Agreement,  the method for calculating the fee is different
because it would exclude from liabilities,  in addition to the liquidation value
of Preferred Stock, debt representing  financial  leverage.  The Directors noted
that the proceeds of any borrowings or other forms of leverage used by the Funds
would increase the amount of Fund assets for which the Adviser would be expected
to provide  services to the Fund, and that the Adviser would be responsible  for
managing such  proceeds.  The Boards noted that the original fee language in the
Current Investment  Advisory  Agreements was designed and intended to compensate
the Adviser on the basis of the amount of assets as to which it makes investment
decisions.  The Boards of  Directors  reviewed  pro forma  fiscal 2007 fees that
would have been paid to the Adviser  under the  calculation  methodology  in the
Current Investment Advisory Agreements and under the Amended Investment Advisory
Agreements,  based on whether the Funds used 100% Preferred  Stocks as leverage,
50% Preferred Stock and 50% debt leverage, and 100% debt leverage. The Boards of
Directors noted that under both the Current Investment  Advisory  Agreements and
the Amended Investment Advisory  Agreements,  pro forma advisory fees would have
remained the same if the Funds used only Preferred  Stock as leverage.  However,
the Boards of Directors  noted that, if the Funds only used debt  leverage,  the
pro  forma  fee paid to the  Adviser  would be  greater  under a Fund's  Amended
Investment  Advisory  Agreement  than it would be under its  Current  Investment
Advisory Agreement,  but that total fees were less than those actually paid when
the Funds only used Preferred Stock as leverage.

         The Boards of Directors  concluded that, because the rates for advisory
services were the same and that the new  calculation  methodology was reasonable
and fair, it was  appropriate for the Adviser to be compensated on the amount of
borrowings,  proceeds of debt  issuances and margin  borrowings,  as it would be
responsible  for managing assets  attributable  to such amounts.  The Directors,
including a majority of the Independent Directors, concluded that the fees to be
paid are  reasonable  in light of the  services to be provided to the Funds.  In
this regard,  the Boards  considered  that many funds that engage in  leveraging
activity provide for  compensation of their  investment  adviser on the basis of
total  managed  assets,   including  Flaherty  &   Crumrine/Claymore   Preferred
Securities  Income Fund  Incorporated  and  Flaherty &  Crumrine/Claymore  Total
Return Fund Incorporated, two other closed-end funds managed by the Adviser.

         CONCLUSION. After the Independent Directors of the Funds deliberated in
executive  session,  the entire Board of Directors of each Fund,  including  the
Independent  Directors,  approved each Amended  Investment  Advisory



                                       11


Agreement,  concluding  that the advisory fee rate was reasonable in relation to
the services provided and that each Amended Investment Advisory Agreement was in
the best interests of the shareholders.

INFORMATION ABOUT THE ADVISER

         Flaherty & Crumrine serves as the investment adviser to each Fund, and
its business address is 301 E. Colorado Boulevard, Suite 720, Pasadena,
California 91101. The Adviser, which was organized in 1983, specializes in the
management of portfolios of preferred securities, including related hedging
activities, for institutional investors and had aggregate assets under
management, as of December 31, 2007 (which include the total net assets of the
Funds) of approximately $3.67 billion. The Adviser is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended. The
Adviser is owned by Donald F. Crumrine, Robert M. Ettinger, R. Eric Chadwick,
Bradford S. Stone, and Robert T. Flaherty, each of whose address is 301 E.
Colorado Boulevard, Suite 720, Pasadena, California 91101.

         For the most recently completed fiscal year ended November 30, 2007,
the Funds did not pay any brokerage commissions to any broker affiliated with
the Adviser. The Adviser has no affiliates that are engaged in brokerage.

         The names of each Director and Principal Officer of the Adviser is set
forth below. The address of each Director and Principal Officer of the Adviser
is 301 E. Colorado Boulevard, Suite 720, Pasadena, California 91101.



                    NAME                                        POSITION
                    ----                                        --------
                                   
             Donald F. Crumrine                    Director and Chairman of the Board
             Robert M. Ettinger                          Director and President
              R. Eric Chadwick                      Director and Vice President
              Chad C. Conwell                 Chief Compliance Officer and Vice President
              Bradford S. Stone                       Director and Vice President
                Rick J. Seto                                 Vice President
              Laurie C. Lodolo            Assistant Compliance Officer, Secretary, and Account
                                                             Administrator



OTHER FUNDS ADVISED BY THE ADVISER AND FEE SCHEDULES

         The following table lists certain information regarding funds for which
the Adviser provides investment advisory services. All of the information below
is given as of the end of the last fiscal year of each fund.



                                                            TOTAL NET               INVESTMENT ADVISORY FEE
                                                            ASSETS ($          (AS A PERCENTAGE OF AVERAGE DAILY
                          FUND                              MILLIONS)                 NET ASSETS) (%) (1)
-------------------------------------------------           ---------     -----------------------------------------
                                                                    
Flaherty & Crumrine/Claymore Preferred Securities           1,363,177     0.525 of 1.00% on the first $200 million
Income Fund Incorporated                                                  of the fund average weekly total managed
                                                                          assets, .45 of 1.00% on the next $300
                                                                          million of the fund's average weekly
                                                                          total managed assets and .40 of 1.00%
                                                                          on the fund's average weekly total
                                                                          managed assets above $500 million



                                       12





                                                            TOTAL NET               INVESTMENT ADVISORY FEE
                                                            ASSETS ($          (AS A PERCENTAGE OF AVERAGE DAILY
                          FUND                              MILLIONS)                 NET ASSETS) (%) (1)
-------------------------------------------------           ---------     -----------------------------------------
                                                                    
Flaherty & Crumrine/Claymore Total Return Fund              321,237       0.575 of 1.00% on the first $200 million
Incorporated                                                              of the fund's average weekly total managed
                                                                          assets, 0.50 of 1.00% on the next $300
                                                                          million of the fund's average weekly total
                                                                          managed assets and 0.45 of 1.00% on the
                                                                          fund's average weekly total managed assets
                                                                          above $500 million

(1)      For purposes of  calculating  such fee, the fund's total managed assets
         means the total assets of the fund  (including any assets  attributable
         to any fund auction rate  preferred  stock that may be  outstanding  or
         otherwise attributable to the use of leverage) minus the sum of accrued
         liabilities (other than debt, if any, representing financial leverage).
         For purposes of  determining  total  managed  assets,  the  liquidation
         preference  of  auction  rate  preferred  stock  is  not  treated  as a
         liability.

REQUIRED VOTE

         To  become  effective  for a  Fund,  the  Amended  Investment  Advisory
Agreement  must  be  approved  by  the  holders  of a  majority  of  the  Fund's
outstanding  voting  securities,  voting as a single  class.  A "majority of the
Fund's  outstanding  voting securities" for this purpose means the lesser of (1)
67% or more of the Shares of Common Stock and Shares of Preferred Stock, present
at a meeting of  shareholders,  voting as a single class, if the holders of more
than 50% of such Shares are present or represented  by proxy at the meeting,  or
(2) more than 50% of the  outstanding  Shares of  Common  Stock and  outstanding
Shares of Preferred Stock, voting as a single class.

EACH BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 2.

                             ADDITIONAL INFORMATION

ADMINISTRATOR

         PFPC acts as the administrator to each Fund and is located at 4400
Computer Drive, Westborough, Massachusetts 01581.

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require
each Fund's Directors and officers,  certain persons  affiliated with Flaherty &
Crumrine and persons who beneficially own more than 10% of a registered class of
each Fund's  securities,  to file reports of ownership  and changes of ownership
with the SEC, the NYSE and each Fund.  Directors,  officers and greater-than-10%
shareholders are required by SEC regulations to furnish each Fund with copies of
such forms they file.  Based  solely upon its review of the copies of such forms
received by it and written  representations  from certain of such persons,  each
Fund believes that during 2007, all such filing requirements  applicable to such
persons were met.

BROKER NON-VOTE AND ABSTENTIONS

         A  proxy  which  is  properly  executed  and  returned  accompanied  by
instructions to withhold  authority to vote represents an abstention or a broker
"non-vote"  (i.e.,   shares  held  by  brokers  or  nominees  as  to  which  (i)
instructions  have not been received from the  beneficial  owners or the persons
entitled  to vote and (ii) the  broker or  nominee  does not have  discretionary
voting power on a particular matter). Proxies that reflect abstentions or broker
non-votes  (collectively,  "abstentions")  will be  counted  as shares  that are
present and  entitled to vote at the meeting  for  purposes of  determining  the
presence of a Quorum.  With  respect to  Proposals 1 and 2,  abstentions  do not
constitute a vote "for" the proposal and will instead count as a vote  "against"
the proposal.

                                       13


                    OTHER MATTERS TO COME BEFORE THE MEETING

         Each Fund does not intend to present any other business at the relevant
Meeting,  nor is any Fund  aware  that any  shareholder  intends  to do so.  If,
however,  any other matters are properly brought before the Meeting, the persons
named in the  accompanying  form of proxy will vote thereon in  accordance  with
their judgment.

                         EXPENSES OF PROXY SOLICITATION

         The total  expenses of the  Meetings,  including  the  solicitation  of
proxies and the expenses  incurred in connection  with the  preparation  of this
Joint Proxy Statement,  are  approximately  $62,000 for PFD and $58,000 for PFO.
The Adviser,  on behalf of the Funds,  has retained  The Altman  Group,  Inc., a
proxy  solicitation  firm,  to  assist in the  solicitation  of  proxies.  It is
anticipated  that The Altman  Group will be paid  approximately  $35,000 by each
Fund  for such  solicitation  services  (plus  reimbursements  of  out-of-pocket
expenses).  The  Altman  Group  also  may  solicit  proxies  personally  and  by
telephone.

                                 VOTING RESULTS

         Each Fund will  advise its  shareholders  of the voting  results of the
matters  voted  upon  at  its  Meeting  in  its  next   Semi-Annual   Report  to
Shareholders.

         NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES

         Please advise the Funds whether other persons are the beneficial owners
of the Funds' Shares for which proxies are being solicited from you, and, if so,
the number of copies of the Joint Proxy Statement and other soliciting  material
you wish to receive in order to supply  copies to the  beneficial  owners of the
Funds' Shares.

IT IS  IMPORTANT  THAT  PROXIES BE RETURNED  PROMPTLY.  SHAREHOLDERS  WHO DO NOT
EXPECT TO ATTEND THE MEETINGS ARE THEREFORE  URGED TO COMPLETE,  SIGN,  DATE AND
RETURN  ALL  PROXY  CARDS  AS  SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTAGE-PAID
ENVELOPE.

SEPARATE  PROXY  CARDS  ARE  ENCLOSED  FOR EACH  FUND IN WHICH  YOU OWN  SHARES.
SHAREHOLDERS  WHO DO NOT EXPECT TO ATTEND THE SPECIAL  MEETINGS ARE REQUESTED TO
COMPLETE,  SIGN AND DATE THE  ENCLOSED  PROXY  CARD(S),  OR VOTE BY TELEPHONE OR
INTERNET.  The proxy card(s) should be returned in the enclosed envelope,  which
needs no postage if mailed in the continental  United States.  Instructions  for
the proper execution of proxies are set forth on the inside cover.



                                       14





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                                    Exhibit A
           [Deleted words are bracketed and new words are uppercase]


                                     FORM OF

               AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

                                                                [_____ __, ____]
                                    As amended and restated    [_____, __], 2008


Flaherty & Crumrine Incorporated
301 E. Colorado Boulevard
Suite 720
Pasadena, California  91101

Ladies and Gentlemen:

         [Fund] (the "Company"),  a corporation  organized under the laws of the
State of Maryland,  herewith  confirms its  agreement  with  Flaherty & Crumrine
Incorporated  (the  "Adviser"),  a corporation  organized  under the laws of the
State of California, as follows:

         1. INVESTMENT DESCRIPTION; APPOINTMENT

         The Company  desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the  limitations  specified in
its Articles of Incorporation, as the same may from time to time be amended, and
in its Registration Statement as from time to time in effect, and in such manner
and to  such  extent  as may  from  time to time be  approved  by the  Board  of
Directors of the Company.  Copies of the  Company's  Registration  Statement and
Articles of  Incorporation,  as amended,  have been or will be  submitted to the
Adviser. The Company agrees to provide copies of all amendments to the Company's
Registration  Statement  and  Articles  of  Incorporation  to the  Adviser on an
on-going basis. The Company desires to employ and hereby appoints the Adviser to
act as investment  adviser to the Company.  The Adviser  accepts the appointment
and agrees to furnish the services  described  herein for the  compensation  set
forth below.

         2. SERVICES AS INVESTMENT ADVISER

         Subject to the  supervision  and direction of the Board of Directors of
the Company,  the Adviser will (a) act in accordance with the Company's Articles
of  Incorporation,  the  Investment  Company  Act of  1940,  and the  Investment
Advisers Act of 1940,  as the same may from time to time be amended,  (b) manage
the  Company's  portfolio  on a  discretionary  basis  in  accordance  with  its
investment  objective  and  policies  as  stated in the  Company's  Registration
Statement  as from time to time in effect,  (c) make  investment  decisions  and
exercise voting rights in respect of portfolio  securities for the Company,  (d)
place  purchase  and  sale  orders  on  behalf  of the  Company  and (e)  employ
professional  portfolio  managers and  securities  analysts to provide  research
services to the Company.  The Adviser is authorized to retain the services of an
economic  consultant  at the expense of the Fund to provide such  services  with
respect  to the  Company as the  parties to any  agreement  may agree  upon.  In
providing  these  services,  the Adviser  will provide  investment  research and
supervision  of  the  Company's   evaluation  and,  if  appropriate,   sale  and
reinvestment of the Company's assets. In addition,  the Adviser will furnish the
Company with whatever statistical information the Company may reasonably request
with  respect  to the  securities  that  the  Company  may  hold or  contemplate
purchasing.


         3. BROKERAGE

         In  executing  transactions  for the Company and  selecting  brokers or
dealers,  the Adviser will use its best  efforts to seek the best overall  terms
available.  In  assessing  the best  overall  terms  available  for any  Company
transaction,  the Adviser will consider all factors it deems relevant including,
but not  limited  to,  breadth of the market in the  security,  the price of the
security,  the financial  condition  and  execution  capability of the broker or
dealer and the reasonableness of any commission for the specific transaction and
on  a  continuing  basis.  In  selecting  brokers  or  dealers  to  execute  any
transaction and in evaluating the best overall terms available,  the Adviser may
consider  the  brokerage  and  research  services (as those terms are defined in
Section  28(e) of the  Securities  and  Exchange  Act of 1934)  provided  to the
Company and/or other  accounts over which the Adviser or an affiliate  exercises
investment discretion.

         4. INFORMATION PROVIDED TO THE COMPANY

         The Adviser will use its best  efforts to keep the Company  informed of
developments  materially affecting the Company, and will, on its own initiative,
furnish  the Company  from time to time with  whatever  information  the Adviser
believes is appropriate for this purpose.

         5. STANDARD OF CARE

         The Adviser shall  exercise its best judgment in rendering the services
described in paragraphs  2, 3, and 4 above.  The Adviser shall not be liable for
any error of  judgment  or mistake of law or for any act or omission or any loss
suffered by the Company in connection  with the matters to which this  Agreement
relates,  provided that nothing  herein shall be deemed to protect or purport to
protect the Adviser against any liability to the Company or its  shareholders to
which the Adviser would  otherwise be subject by reason of willful  misfeasance,
bad faith or gross  negligence on its part in the  performance  of its duties or
from reckless disregard by it of its obligations and duties under this Agreement
("disabling conduct").  The Company will indemnify the Adviser against, and hold
it harmless from, any and all losses, claims,  damages,  liabilities or expenses
(including reasonable counsel fees and expenses),  including any amounts paid in
satisfaction of judgments, in compromise or as fines or penalties, not resulting
from  disabling  conduct  by the  Adviser.  Indemnification  shall be made  only
following:  (i) a final  decision  on the merits by a court or other body before
whom the  proceeding  was  brought  that the Adviser was not liable by reason of
disabling  conduct  or (ii) in the  absence  of such a  decision,  a  reasonable
determination, based upon a review of the facts, that the Adviser was not liable
by reason of  disabling  conduct  by (a) the vote of a  majority  of a quorum of
directors of the Company who are neither "interested persons" of the Company nor
parties  to  the  proceeding  ("disinterested  non-party  directors")  or (b) an
independent legal counsel in a written opinion. The Adviser shall be entitled to
advances from the Company for payment of the reasonable  expenses incurred by it
in connection with the matter as to which it is seeking  indemnification  in the
manner  and to  the  fullest  extent  permissible  under  the  Maryland  General
Corporation law. The Adviser shall provide to the Company a written  affirmation
of  its  good  faith  belief  that  the  standard  of  conduct   necessary   for
indemnification  by the Company has been met and a written  undertaking to repay
any such  advance if it should  ultimately  be  determined  that the standard of
conduct has not been met. In addition,  at least one of the following additional
conditions  shall be met: (a) the Adviser  shall  provide a security in form and
amount acceptable to the Company for its undertaking; (b) the Company is insured
against losses  arising by reason of the advance;  or (c) a majority of a quorum
of disinterested non-party directors, or independent legal counsel, in a written
opinion, shall have determined,  based on a review of facts readily available to
the Company at the time the advance is proposed to be made, that there is reason
to  believe  that  the  Adviser  will  ultimately  be found  to be  entitled  to
indemnification.

         6. COMPENSATION

         (a)  In  consideration  of  the  services  rendered  pursuant  to  this
Agreement, the Company will pay the Adviser after the end of [the calendar month
during  which the closing date (as defined  below)  occurs and after the end of]
each calendar month  [thereafter] a fee for the previous month computed  monthly
at the annual rate of .625 of 1.00% on the Company's average [net] monthly TOTAL
MANAGED  assets up to $100  million  and .50 of 1.00% on the  Company's  average
monthly [net] TOTAL MANAGED assets of $100 million or more.  [The fee payable to
the  Adviser  for the  period  from  the  date of the  closing  of the  offering
contemplated  by the Company's  initial  registration  statements  (the "Closing
Date") to the end of the first  calendar  month  during  which the closing  date
occurs shall be prorated  according to the proportion  that such period bears to
the full monthly period.]

                                       17


FOR PURPOSES OF CALCULATING  SUCH FEE, THE COMPANY'S  TOTAL MANAGED ASSETS MEANS
THE TOTAL  ASSETS OF THE  COMPANY  (INCLUDING  ANY  ASSETS  ATTRIBUTABLE  TO ANY
COMPANY  AUCTION  RATE  PREFERRED  STOCK THAT MAY BE  OUTSTANDING  OR  OTHERWISE
ATTRIBUTABLE TO THE USE OF LEVERAGE) MINUS THE SUM OF ACCRUED LIABILITIES (OTHER
THAN DEBT, IF ANY, REPRESENTING FINANCIAL LEVERAGE). FOR PURPOSES OF DETERMINING
TOTAL MANAGED ASSETS, THE LIQUIDATION  PREFERENCE OF THE COMPANY PREFERRED STOCK
IS NOT TREATED AS A LIABILITY.

         (b) Upon any  termination  of the Agreement  before the end of a month,
the fee for  such  part  of  that  month  shall  be  prorated  according  to the
proportion  that  such  period  bears to the full  monthly  period  and shall be
payable  upon the date of  termination  of this  Agreement.  For the  purpose of
determining  fees payable to the  Adviser,  the value of the  Company's  average
monthly net assets shall be computed at the times and in the manner specified in
the Company's Registration Statement as from time to time in effect.

         7. EXPENSES

         The Adviser will bear all expenses in connection  with the  performance
of its services under this Agreement,  including compensation of an office space
for its officers and employees  connected with investment and economic research,
trading and investment  management and administration of the Company, as well as
the fees of all directors of the Company who are affiliated  with the Adviser or
any of its affiliates; provided that the Company shall reimburse the Adviser for
the travel and  out-of-pocket  expenses  or an  appropriate  portion  thereof of
directors,  officers and employees of the Adviser in connection  with attendance
at meetings of the Board of Directors of the Fund of any committee thereof.  The
Company will bear all other expenses to be incurred in its operation  other than
those  that  other  parties  have  agreed  to  bear,  including:  organizational
expenses;  taxes,  interest,  brokerage costs and commissions and stock exchange
fees;  fees of  directors  of the Company  who are not  officers,  directors  or
employees of the Adviser;  Securities and Exchange  Commission  fees; state Blue
Sky qualification fees; charges of the custodian, any subcustodians and transfer
and  dividend-paying  agent;  expenses in connection with the Company's Dividend
Reinvestment and Cash Purchase Plan;  insurance  premiums;  outside auditing and
legal  expenses;  costs  of  maintenance  of  the  Company's  existence;   costs
attributable to investor services, including, without limitation,  telephone and
personnel expenses; costs of printing stock certificates; costs of shareholders'
reports and meetings of the  shareholders  of the Company and of the officers or
Board of Directors of the Company; membership fees in trade associations;  stock
exchange  listing fees and  expenses;  expenses in  connection  with auctions of
shares of auction  rate  preferred  stock  proposed to be issued by the Company;
litigation and other extraordinary or non-recurring expenses.

         8. SERVICES TO OTHER COMPANIES OR ACCOUNTS

         The Company understands that the Adviser now acts, will continue to act
or may in the future act, as  investment  adviser to fiduciary and other managed
accounts or as investment adviser to one or more other investment companies, and
the Company has no objection to the Adviser so acting,  provided  that  whenever
the Company and one or more other  accounts or investment  companies  advised by
the Adviser  have  available  funds for  investment,  investments  suitable  and
appropriate for each will be allocated in accordance with procedures believed by
the Adviser to be  equitable to each entity.  Similarly,  opportunities  to sell
securities will be allocated in an equitable manner. The Company recognizes that
in some cases  this  procedure  may  adversely  affect the size of the  position
obtained for or disposed of by the Company. In addition, the Company understands
that the persons  employed by the  Adviser to assist in the  performance  of the
Adviser's  duties  hereunder will not devote their full time to such service and
nothing  contained  herein shall be deemed to limit or restrict the right of the
Adviser  or any  affiliate  of the  Adviser  to  engage in and  devote  time and
attention to other business or to render services or whatever kind or nature.

         9. TERM OF AGREEMENT

         This  Agreement  shall become  effective  as of the date the  Company's
Registration  Statement  is declared  effective by the  Securities  and Exchange
Commission  and shall  continue for an initial  two-year term and shall continue
thereafter  so  long as such  continuance  is  specifically  approved  at  least
annually  by (i) the  Board  of  Directors  of the  Company  or (ii) a vote of a
"majority" (as defined in the Investment Company Act of 1940, as amended) of the
Company's  outstanding  voting  securities,  provided  that in either  event the
continuance is also approved by a majority of the Board of Directors who are not
"interested persons" (as defined in said Act) of any

                                       18


party to this  Agreement,  by vote cast in person  at a meeting  called  for the
purpose  of voting on such  approval.  This  Agreement  is  terminable,  without
penalty, on 60 days' written notice, by the Board of Directors of the Company or
by vote of holders  of a  majority  of the  Company's  shares,  or upon 60 days'
written notice, by the Adviser. This Agreement will also terminate automatically
in the event of its assignment (as defined in said 1940 Act).

         10. ENTIRE AGREEMENT

         This Agreement  constitutes  the entire  agreement  between the parties
hereto.




         11. GOVERNING LAW

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with the laws of the State of New York without  giving effect to the
conflicts of laws principles thereof.

         If the foregoing  accurately sets forth our agreement,  kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.

                                              Very truly yours.



                                              [Fund]



                                              By: _________________
                                                   Title:


Accepted:

FLAHERTY & CRUMRINE INCORPORATED

By: _______________
     Title:



                                       19

                o PLEASE FOLD ALONG THE PERFORATION, DETACH AND
              RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
--------------------------------------------------------------------------------

FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

--------------------------------------------------------------------------------
PROXY -- FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
--------------------------------------------------------------------------------

PROXY SOLICITED BY BOARD OF DIRECTORS

The  undersigned  holder  of  shares  of Common  Stock of  Flaherty  &  Crumrine
Preferred Income  Opportunity Fund Incorporated,  a Maryland  incorporation (the
"Fund"),  hereby  appoints Chad C. Conwell,  Robert M.  Ettinger,  and Laurie C.
Lodolo,  attorneys  and  proxies for the  undersigned,  each with full powers of
substitution  and  revocation  to represent the  undersigned  and to vote at the
Special  Meeting  of  Shareholders  of the  Fund to be held  at the  offices  of
Flaherty  &  Crumrine  Incorporated,  301  E.  Colorado  Boulevard,  Suite  720,
Pasadena,  California  91101,  at  9:00  a.m.  PT,  on May  21,  2008,  and  any
adjournments  or  postponements  thereof.  The undersigned  hereby  acknowledges
receipt  of the  Notice of  Special  Meeting  and  Proxy  Statement  and  hereby
instructs said attorneys and proxies to vote said shares as indicated hereon. In
their  discretion the proxies are authorized to vote upon such other business as
may  properly  come before the  Meeting.  A majority of the proxies  present and
acting at the  Meeting in person or by  substitute  (or, if only one shall be so
present,  then  that  one)  shall  have and may  exercise  all of the  power and
authority of said proxies  hereunder.  The undersigned  hereby revokes any proxy
previously given.

-----------                                                          -----------
SEE REVERSE                                                          SEE REVERSE
   SIDE            CONTINUED AND TO BE SIGNED ON REVERSE SIDE           SIDE
-----------                                                          -----------






                                                                                            
                                                                              [BAR CODE]

            FLAHERTY & CRUMRINE PREFERRED
            INCOME OPPORTUNITY FUND INCORPORATED
                                                                              [BAR CODE]                                  C123456789

                                                                  000004      000000000.000000 ext      000000000.000000 ext
                                                                              000000000.000000 ext      000000000.000000 ext
[BAR CODE]  MR A SAMPLE                                                       000000000.000000 ext      000000000.000000 ext
            DESIGNATION (IF ANY)
            ADD 1
            ADD 2
            ADD 3
            ADD 4
            ADD 5
            ADD 6

            [IMAGE]

Using a BLACK INK pen, mark your votes with an X
as shown in this example. Please do not write outside
the designated areas.                                       [X]

------------------------------------------------------------------------------------------------------------------------------------
SPECIAL MEETING PROXY CARD
------------------------------------------------------------------------------------------------------------------------------------
                o PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
------------------------------------------------------------------------------------------------------------------------------------

1-A  Approval of Revised Fundamental Policy Relating to Borrowing Money

          FOR     WITHHOLD      ABSTAIN

          [ ]       [ ]           [ ]


1-B    Approval of Revised Fundamental Policy Relating to Issuing Senior Securities

         FOR      WITHHOLD      ABSTAIN

         [ ]        [ ]           [ ]

1-C    Approval of Revised Fundamental Policy Relating to Purchasing Securities on Margin

         FOR      WITHHOLD      ABSTAIN

         [ ]        [ ]           [ ]


2      Approval of an Amended Investment Advisory Agreement

         FOR      WITHHOLD      ABSTAIN

         [ ]        [ ]           [ ]



      THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS. THIS PROXY, IF
      PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED BY THE THE BOARD
      OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS. IF NO DIRECTION IS MADE,
      THIS PROXY WILL BE VOTED FOR THE PROPOSALS.

   PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.

   NON-VOTING ITEMS

CHANGE OF ADDRESS -- Please print new address below.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

   AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) -- Please print     Signature 1 -- Please keep signature     Signature 2 -- Please keep signature
date below.                           within the box.                          within the box.
-----------------------------------   --------------------------------------   -----------------------------------------------------
         /           /
-----------------------------------   --------------------------------------   -----------------------------------------------------

                                      C 1234567890                     J N T   MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
                                                                               140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
                                                                               MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
[IMAGE]          [BAR CODE]           1 0 A V                  0 1 6 3 8 1 1   MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND   +


(STOCK#)           00U5CC




                 o PLEASE FOLD ALONG THE PERFORATION, DETACH AND
              RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
--------------------------------------------------------------------------------

FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

--------------------------------------------------------------------------------
PROXY -- FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
--------------------------------------------------------------------------------

PROXY SOLICITED BY BOARD OF DIRECTORS

The  undersigned  holder of shares of  Preferred  Stock of  Flaherty  & Crumrine
Preferred Income  Opportunity  Fund  Incorporated,  a Maryland  corporation (the
"Fund"),  hereby  appoints Chad C. Conwell,  Robert M.  Ettinger,  and Laurie C.
Lodolo,  attorneys  and  proxies for the  undersigned,  each with full powers of
substitution and revocation,  to represent the undersigned and to vote on behalf
of the  undersigned  all shares of  Preferred  Stock  which the  undersigned  is
entitled to vote at the Special  Meeting of  Shareholders of the Fund to be held
at the offices of Flaherty & Crumrine  Incorporated,  301 E. Colorado Boulevard,
Suite 720, Pasadena, California 91101, at 9:00 a.m. PT, on May 21, 2008, and any
adjournments  or  postponements  thereof.  The undersigned  hereby  acknowledges
receipt  of the  Notice of  Special  Meeting  and  Proxy  Statement  and  hereby
instructs said attorneys and proxies to vote said shares as indicated hereon. In
their  discretion the proxies are authorized to vote upon such other business as
may  properly  come before the  Meeting.  A majority of the proxies  present and
acting at the  Meeting in person or by  substitute  (or, if only one shall be so
present,  then  that  one)  shall  have and may  exercise  all of the  power and
authority of said proxies  hereunder.  The undersigned  hereby revokes any proxy
previously given.

-----------                                                          -----------
SEE REVERSE                                                          SEE REVERSE
   SIDE            CONTINUED AND TO BE SIGNED ON REVERSE SIDE           SIDE
-----------                                                          -----------





                                                                                            
                                                                              [BAR CODE]

            FLAHERTY & CRUMRINE PREFERRED
            INCOME OPPORTUNITY FUND INCORPORATED
                                                                              [BAR CODE]                                  C123456789

                                                                  000004      000000000.000000 ext      000000000.000000 ext
                                                                              000000000.000000 ext      000000000.000000 ext
[BAR CODE]  MR A SAMPLE                                                       000000000.000000 ext      000000000.000000 ext
            DESIGNATION (IF ANY)
            ADD 1
            ADD 2
            ADD 3
            ADD 4
            ADD 5
            ADD 6

            [IMAGE]

Using a BLACK INK pen, mark your votes with an X
as shown in this example. Please do not write outside
the designated areas.                                       [X]

------------------------------------------------------------------------------------------------------------------------------------
SPECIAL MEETING PROXY CARD
------------------------------------------------------------------------------------------------------------------------------------
                o PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
------------------------------------------------------------------------------------------------------------------------------------

1-A  Approval of Revised Fundamental Policy Relating to Borrowing Money

          FOR     WITHHOLD      ABSTAIN

          [ ]       [ ]           [ ]


1-B    Approval of Revised Fundamental Policy Relating to Issuing Senior Securities

         FOR      WITHHOLD      ABSTAIN

         [ ]        [ ]           [ ]

1-C    Approval of Revised Fundamental Policy Relating to Purchasing Securities on Margin

         FOR      WITHHOLD      ABSTAIN

         [ ]        [ ]           [ ]


2      Approval of an Amended Investment Advisory Agreement

         FOR      WITHHOLD      ABSTAIN

         [ ]        [ ]           [ ]

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS. THIS PROXY, IF
      PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED BY THE THE BOARD
      OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS. IF NO DIRECTION IS MADE,
      THIS PROXY WILL BE VOTED FOR THE PROPOSALS.


   PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.

   NON-VOTING ITEMS

CHANGE OF ADDRESS -- Please print new address below.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

   AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) -- Please print     Signature 1 -- Please keep signature     Signature 2 -- Please keep signature
date below.                           within the box.                          within the box.
-----------------------------------   --------------------------------------   -----------------------------------------------------
          /           /
-----------------------------------   --------------------------------------   -----------------------------------------------------

                                      C 1234567890                     J N T   MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
                                                                               140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
                                                                               MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
[IMAGE]          [BAR CODE]           1 0 A V                  0 1 6 3 8 1 2   MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND   +


(STOCK#)           00U5DD