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

   FLAHERTY & CRUMRINE/CLAYMORE PREFERRED SECURITIES INCOME 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/CLAYMORE PREFERRED SECURITIES INCOME FUND INCORPORATED
                                  (NYSE: FFC)
     FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED (NYSE: FLC)
                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101

                    NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
                          To Be Held on April 21, 2005

To the Shareholders:

      Notice is  hereby  given  that the  Annual  Meetings  of  Shareholders  of
Flaherty &  Crumrine/Claymore  Preferred  Securities  Income  Fund  Incorporated
("PREFERRED  SECURITIES FUND" OR "FFC") and Flaherty &  Crumrine/Claymore  Total
Return Fund  Incorporated  ("TOTAL  RETURN  FUND" OR "FLC")  (EACH A "FUND" AND,
COLLECTIVELY, THE "FUNDS"), each a Maryland corporation, will  be  held  at  the
Board Room of the Radisson Bridge Resort, Boca  Raton,  Florida  33432  at  8:30
a.m.,   on April 21, 2005,  for the following purposes:

      1.    To elect Directors of each Fund (PROPOSAL 1).

      2.    To approve an amendment to the Articles  Supplementary  Establishing
            and Fixing the Rights and  Preferences of Auction  Market  Preferred
            Stock  of each  FFC and FLC  (each,  the  "Articles  Supplementary")
            relating to the term of office  of certain Directors (as more  fully
            set forth in the Joint Proxy Statement) (PROPOSAL 2).

      3.    To approve an  amendment  to FFC's  Articles  Supplementary relating
            to the Force Majeure Provision (as more fully set forth in the Joint
            Proxy Statement) (PROPOSAL 3 - FFC only).

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

      Your vote is important!

      The Board of  Directors  of each Fund has fixed the close of  business  on
January 28, 2005 as the record date for the  determination  of  shareholders  of
each Fund entitled to notice of and to vote at the Annual Meetings.

                                            By Order of the Boards of Directors,


February   , 2005                           R. ERIC CHADWICK
                                            SECRETARY

--------------------------------------------------------------------------------
SEPARATE  PROXY  CARDS  ARE  ENCLOSED  FOR EACH  FUND IN WHICH  YOU OWN  SHARES.
SHAREHOLDERS  WHO DO NOT EXPECT TO ATTEND THE ANNUAL  MEETINGS ARE  REQUESTED TO
COMPLETE,  SIGN AND DATE THE ENCLOSED PROXY CARD(S). 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 avoid 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/CLAYMORE PREFERRED SECURITIES INCOME FUND INCORPORATED
                                  (NYSE: FFC)
     FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED (NYSE: FLC)

                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101

                         ANNUAL MEETINGS OF SHAREHOLDERS
                                 April 21, 2005

                              JOINT PROXY STATEMENT

      This document is a joint proxy  statement  ("Joint Proxy  Statement")  for
Flaherty &  Crumrine/Claymore  Preferred  Securities  Income  Fund  Incorporated
("PREFERRED  SECURITIES FUND" OR "FFC") and Flaherty &  Crumrine/Claymore  Total
Return Fund  Incorporated  ("TOTAL  RETURN  FUND" OR "FLC")  (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 the Annual Meeting of
Shareholders  of each Fund to be held on April 21, 2005, at 8:30  a.m.,  at  the
Board Room of the Radisson Bridge Resort, Boca Raton,  Florida 33432  and at any
adjournments  thereof  (each a "Meeting"  and collectively,  the "Meetings").  A
Notice of Annual 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 February , 2005, primarily
by mail, but proxy solicitations may also be made by telephone,  telegraph    or
personal interviews conducted by  officers  of  each  Fund,  Flaherty & Crumrine
Incorporated    ("Flaherty     &   Crumrine"     or   the     "Adviser"),    the
investment  adviser of each Fund,  Claymore  Securities,  Inc.  (the  "Servicing
Agent"), the servicing agent of each Fund, and PFPC Inc., the transfer agent and
administrator  of each Fund and a member of The PNC  Financial  Services  Group,
Inc. The costs of proxy  solicitation  and expenses  incurred in connection with
the  preparation of this Joint Proxy Statement and its enclosures will be shared
proportionately 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.

      THE ANNUAL REPORT OF EACH FUND, INCLUDING AUDITED FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED  NOVEMBER 30, 2004,  IS AVAILABLE  UPON  REQUEST,  WITHOUT
CHARGE, BY WRITING TO PFPC INC., P.O. BOX 43027, PROVIDENCE,  RI 02940-3027,  OR
CALLING  1-800-331-1710.  Each  Fund's  Annual  Report  is also available on the
Funds' website (www.fcclaymore.com), the Securities  and  Exchange  Commission's
website (www.sec.gov), or by calling Claymore Securities Inc. at 1-866-233-4001.

      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" the
election of the nominees for Director and "FOR" the other matters (as applicable
to  each  Fund)  listed  in  the  accompanying  Notice  of  Annual  Meetings  of
Shareholders.  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.

      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. Under the By-Laws of each
Fund,  a quorum is  constituted  by the  presence  in person or by proxy of  the
holders of a majority of the outstanding shares of the Fund entitled to  vote at
the 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.

      Each Fund has two classes of capital stock:  common stock, par value $0.01
per share (the "Common Stock");  and Auction Market Preferred Shares,  par value
$0.01 per share ("AMPS";  together with the Common Stock,  the  "Shares").  Each
Share is entitled to one vote at the  Meeting,  with pro rata voting  rights for
any  fractional  Shares.  On the record date,  January 28, 2005,  the  following
number of Shares of each Fund were issued and outstanding:


                                       1




                                                 COMMON STOCK                          AMPS
      NAME OF FUND                                OUTSTANDING                      OUTSTANDING
      ------------                                -----------                      -----------
                                                                         
      Preferred Securities Fund (FFC)             42,508,040                   Series M7  - 3,200
                                                                               Series T7  - 3,200
                                                                               Series W7  - 3,200
                                                                               Series Th7 - 3,200
                                                                               Series F7  - 3,200
                                                                               Series T28 - 2,840
                                                                               Series W28 - 2,840

      Total Return Fund (FLC)                      9,771,344                   Series T7  - 2,570
                                                                               Series W28 - 2,570


      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 (the "1934 Act"), is the beneficial owner or owner of record of more
than 5% of the relevant Fund's outstanding shares as of January 28, 2005*:



      NAME AND ADDRESS OF BENEFICIAL/                           AMOUNT AND NATURE
      RECORD OWNER                        TITLE OF CLASS          OF OWNERSHIP              PERCENT OF CLASS
      ------------                        --------------          ------------              ----------------
                                                                                        
      Cede & Co.**                            Common       FFC -  42,422,595                   99.80%
      Depository Trust Company                 Stock       (record)
      55 Water Street, 25th Floor                          FLC -   9,768,545                   99.97%
      New York, NY                                         (record)
      10041
                                               AMPS        FFC -
                                                           Series M7  - 3,200 (record)           100%
                                                           Series T7  - 3,200 (record)           100%
                                                           Series W7  - 3,200 (record)           100%
                                                           Series Th7 - 3,200 (record)           100%
                                                           Series F7  - 3,200 (record)           100%
                                                           Series T28 - 2,840 (record)           100%
                                                           Series W28 - 2,840 (record)           100%
                                                           FLC -
                                                           Series T7  - 2,570 (record)           100%
                                                           Series W28 - 2,570 (record)           100%


----------
*     As of January 28, 2005, the Directors and officers, as a group, owned less
      than 1% of each class of Shares.

**    A nominee partnership of The Depository Trust Company.

      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 under Proposal 1 and will vote
separately on each proposal on which  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  disapproved  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 PROPOSAL(S) 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 SECURITIES FUND (FFC)



-----------------------------------------------------------------------------------------------------------------------
 PROPOSAL                                        COMMON SHAREHOLDERS                           AMPS SHAREHOLDERS
-----------------------------------------------------------------------------------------------------------------------
                                                                              
1. Election of Director              None.                                          AMPS Shareholders as a single class
                                                                                    elect one Director: David Gale
-----------------------------------------------------------------------------------------------------------------------
2. Amendment to Articles             Common and AMPS Shareholders, voting together as a single class
Supplementary - Term of Office
of Certain Directors Provision
-----------------------------------------------------------------------------------------------------------------------
3. Amendment to Articles             Common and AMPS Shareholders, voting together as a single class
Supplementary - Force Majeure
Provision
-----------------------------------------------------------------------------------------------------------------------
4. Other Business                    Common and AMPS Shareholders, voting together as a single class
-----------------------------------------------------------------------------------------------------------------------



                                       2


                   SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

TOTAL RETURN FUND (FLC)



-----------------------------------------------------------------------------------------------------------------------
PROPOSAL                                      COMMON SHAREHOLDERS                           AMPS SHAREHOLDERS
-----------------------------------------------------------------------------------------------------------------------
                                                                              
1. Election of Directors             None.                                        AMPS Shareholders as a single class
                                                                                  elect two Directors: David Gale and
                                                                                  Morgan Gust
-----------------------------------------------------------------------------------------------------------------------
2. Amendment to Articles             Common and AMPS Shareholders, voting together as a single class
Supplementary - Term of Office
of Certain Directors Provision
-----------------------------------------------------------------------------------------------------------------------
3. Other Business                    Common and AMPS Shareholders, voting together as a single class
-----------------------------------------------------------------------------------------------------------------------


                        PROPOSAL 1: ELECTION OF DIRECTORS

      At the Meetings,  shareholders are being asked to consider the election of
Directors  of each Fund.  At the  Regular  Meeting  of the Board of Directors of
each Fund held on January 21, 2005 (the "January Board Meetings"),  based  on  a
recommendation from each Fund's respective  Nominating  Committee,  the Board of
each Fund separately determined to decrease  the  size  of the Board from six to
five   directors  effective  April 21,  2005. This  determination  was  made  in
connection with each Board's consideration of the  recently  adopted  Securities
and Exchange Commission ("SEC") rule  amendments  under the  Investment  Company
Act of 1940, as amended (the "1940 Act") relating to fund governance  practices.
Each Board specifically considered the  requirement  under the amendments   that
at least 75% of a Fund's board  be  not  "interested" (as defined under the 1940
Act), in order for such Fund  to  rely  on  certain  exemptive  rules  under the
1940 Act (the "75% Requirement"). After consideration of the  options  available
to each  Fund  to  comply  with  the  75%  Requirement,  each  Board  separately
determined that a reduction in the size of the  Board  was the  optimal   manner
in  which to  comply  with the 75% Requirement.  Accordingly,  such reduction in
the size of each Board effectively eliminates a Class I  Director  seat on April
21, 2005, at which time the current term of  office of Mr. Dalmaso  as a Class I
Director will expire.

NOMINEES FOR THE BOARD OF DIRECTORS

      The Board of each Fund is divided into three classes,  each class having a
term of three years.  Each year the term of office of one class  expires and the
successor or successors  elected to such class serve for a three-year  term  and
until their successors are duly elected and qualified.

     Each nominee  named below has  consented to serve as a
Director if elected at the relevant Meeting. If a designated nominee declines or
otherwise  becomes  unavailable  for  election,   however,   the  proxy  confers
discretionary  power  on the  persons  named  therein  to  vote  in  favor  of a
substitute nominee or nominees.

     Mr.  Gale,  the  remaining  Class I Director  of each Fund (as of April 21,
2005) has been  nominated  for a  three-year  term to expire at each Fund's 2008
Annual  Meeting of  Shareholders  and until his  successor  is duly  elected and
qualified.  Mr.  Brody serves as a Class II Director of each Fund and will serve
until each Fund's 2006 Annual Meeting of Shareholders and until his successor is
duly elected and  qualified.  Mr. Gust a Class II Director of each Fund has been
nominated  for a  one-year  term to  expire  at FLC's  2006  Annual  Meeting  of
Shareholders  and until his  successor  is duly elected and  qualified  Mr. Gust
currently  serves as a Director  of FFC and will serve  until  FFC's 2006 Annual
Meeting of  Shareholders  and until his sucessor is duly  elected and  qualifed.
Messrs.  Crumrine  and Wulf serve as Class III  Directors  of each Fund and will
serve  until each Fund's 2007  Annual  Meeting of  Shareholders  and until their
successors  are duly  elected and  qualified.  Each  Director has served in such
capacity since each Fund's commencement of operations.

      Under each Fund's Articles of  Incorporation,  Articles  Supplementary and
the 1940 Act,  holders of AMPS,  voting as a single  class,  will be entitled to
elect two  Directors,  and holders of the Common Stock will be entitled to elect
the remaining Directors.  However, subject to the provisions of the 1940 Act and
the Fund's Articles of Incorporation, the holders of AMPS, when dividends are in
arrears for two full years,  are able to elect the minimum  number of additional
Directors,  that when combined with the two Directors  elected by the holders of
AMPS,  would  give the  holders of AMPS a majority  of the  Directors.  Nicholas
Dalmaso and Morgan Gust, as Directors,  currently  represent  holders of AMPS of
each Fund.  Mr. Gale has been  nominated (to replace Mr.  Dalmaso) as one of the
two directors that represent  holders of AMPS of each Fund. A quorum of the AMPS
shareholders  must be  present  at the  Meeting  of each  Fund in order  for the
proposal  to  elect  Mr. Gale (for  FFC) and  Messrs. Gale  and  Gust (for FLC),
respectively, to be considered.


                                       3


                      FUND (CLASS)                NOMINEE(S) FOR DIRECTOR
                      ------------                -----------------------

                      FFC (AMPS)                          Gale

                      FLC (AMPS)                          Gale
                                                          Gust

INFORMATION ABOUT DIRECTORS AND OFFICERS

      Set forth in the table below are the existing Directors and nominees for
election to the Boards of Directors of the Funds, including information relating
to their respective positions held with each Fund, a brief statement of their
principal occupations during the past five years and other directorships, if
any. Each Director serves in the same capacity for each Fund.



                                                                                             NUMBER OF
                                                                           PRINCIPAL         FUNDS IN
                               CURRENT           TERM OF OFFICE          OCCUPATION(S)     FUND COMPLEX
NAME, ADDRESS,               POSITION(S)          AND LENGTH OF            DURING PAST       OVERSEEN         OTHER DIRECTORSHIPS
AND AGE                     HELD WITH FUNDS       TIME SERVED*             FIVE YEARS      BY DIRECTOR**        HELD BY DIRECTOR
-------                     ---------------       ------------             ----------      -------------        ----------------
                                                                                           
NON-INTERESTED
DIRECTORS:

MARTIN BRODY                   Director        Class II Director              Retired             4         Director, Jaclyn, Inc.
c/o HMK Associates                            FFC - since inception                                       (luggage and accessories);
30 Columbia Turnpike                          FLC - since inception                                        Director Emeritus, Smith
Florham Park, NJ 07932                                                                                        Barney Mutual Funds
Age: 83                                                                                                     (18 funds); Director,
                                                                                                             Flaherty & Crumrine
                                                                                                               Preferred Income
                                                                                                               Fund Incorporated
                                                                                                            and Flaherty & Crumrine
                                                                                                               Preferred Income
                                                                                                               Opportunity Fund
                                                                                                                 Incorporated.

DAVID GALE (1)                 Director         Class I Director         President and CEO        4          Director, Metromedia
Delta Dividend Group, Inc.                    FFC - since inception     of Delta Dividend                  International Group, Inc.
220 Montgomery Street,                        FLC - since inception        Group, Inc.                       (telecommunications);
Suite 426                                                                  (investments)                    Director, Flaherty &
San Francisco, CA 94104                                                                                    Crumrine Preferred Income
Age: 56                                                                                                       Fund Incorporated
                                                                                                           and Flaherty & Crumrine
                                                                                                               Preferred Income
                                                                                                               Opportunity Fund
                                                                                                                 Incorporated.

MORGAN GUST (2)                Director        Class II Director         Since March 2002,        4          Director, Flaherty &
Giant Industries, Inc.                        FFC - since inception     President of Giant                    Crumrine Preferred
23733 N. Scottsdale Road                      FLC - since inception      Industries, Inc.                  Income Fund Incorporated
Scottsdale, AZ 85255                                                    (petroleum refining                and Flaherty & Crumrine
Age: 57                                                                 and marketing) and,                    Preferred Income
                                                                        for more than five                     Opportunity Fund.
                                                                       years prior thereto,                      Incorporated
                                                                     Executive Vice President,
                                                                      and various other Vice
                                                                      President positions at
                                                                      Giant Industries, Inc.

ROBERT F. WULF                 Director        Class III Director     Financial Consultant;       4          Director, Flaherty &
3560 Deerfield Drive South                    FFC - since inception   Trustee, University of                  Crumrine Preferred
Salem, OR 97302                               FLC - since inception     Oregon Foundation;                 Income Fund Incorporated
Age: 67                                                               Trustee, San Francisco               and Flaherty & Crumrine
                                                                       Theological Seminary                    Preferred Income
                                                                                                               Opportunity Fund
                                                                                                                  Incorporated.



                                       4




                                                                                                NUMBER OF
                                                                             PRINCIPAL           FUNDS IN
                                  CURRENT           TERM OF OFFICE         OCCUPATION(S)       FUND COMPLEX
NAME, ADDRESS,                  POSITION(S)          AND LENGTH OF           DURING PAST         OVERSEEN       OTHER DIRECTORSHIPS
AND AGE                       HELD WITH FUNDS        TIME SERVED*            FIVE YEARS        BY DIRECTOR**      HELD BY DIRECTOR
-------                       ---------------        ------------            ----------        -------------      ----------------
                                                                                                
INTERESTED
DIRECTORS:

DONALD F. CRUMRINE (3)           Director,        Class III Director    Chairman of the Board        4         Director, Flaherty &
301 E. Colorado Boulevard        Chairman        FFC - since inception      and Director of                     Crumrine Preferred
Suite 720                      of the Board      FLC - since inception    Flaherty & Crumrine                      Income Fund
Pasadena, CA 91101              and Chief                                                                        Incorporated and
Age: 57                         Executive                                                                       Flaherty & Crumrine
                                  Officer                                                                        Preferred Income
                                                                                                                 Opportunity Fund
                                                                                                                   Incorporated.

NICHOLAS DALMASO (1), (3)        Director,         Class I Director*     Director of Claymore        2           Trustee, Dreman/
2455 Corporate West Drive     Vice President     FFC - since inception     Group, LLC since                      Claymore Dividend
Lisle, IL 60532                and Assistant     FLC - since inception       January 2002.                       and Income Fund,
Age: 39                          Secretary                                 Senior Managing                       Advent Claymore
                                                                             Director and                       Equity Income Fund,
                                                                          General Counsel of                      Advent/Claymore
                                                                         Claymore Securities,                    Growth and Income
                                                                          Inc. since November                          Fund,
                                                                           2001 and Claymore                    MBIA Capital/Fund,
                                                                          Advisers, LLC since                    Claymore Managed
                                                                         October 2003. Partner                  Duration Investment
                                                                          of DBN Group since                      Grade Municipal
                                                                         April 2001. Assistant                   Fund, Western
                                                                          General Counsel of                    Asset/Claymore U.S.
                                                                          Nuveen Investments                    Treasury Inflation
                                                                           from July 1999 to                   Protection Securities
                                                                         November 2001. Prior                        Fund, and
                                                                        to that, Vice President               Fiduciary/Claymore MLP
                                                                         and Associate General                   Opportunity Fund.
                                                                         Counsel of Van Kampen
                                                                             Investments.

OFFICERS:

ROBERT M. ETTINGER               President              Officer              President and            N/A                N/A
301 E. Colorado Boulevard                        FFC - since inception        Director of
Suite 720                                        FLC - since inception    Flaherty & Crumrine
Pasadena, CA 91101
Age: 46

R. ERIC CHADWICK             Chief Financial            Officer            Vice President of          N/A                N/A
301 E. Colorado Boulevard    Officer, Vice        FFC - since inception    Flaherty & Crumrine
Suite 720                     President,          FFC - since inception    since August 2001,
Pasadena, CA  91101           Treasurer                                    and previously (since
Age: 29                     and Secretary                                January 1999) portfolio
                                                                          manager of Flaherty &
                                                                         Crumrine. Prior to that,
                                                                          portfolio manager of
                                                                          Koch Industries, Inc.

PETER C. STIMES                   Chief                 Officer            Vice President of          N/A                N/A
301 E. Colorado Boulevard       Compliance       FFC - since inception    Flaherty & Crumrine
Suite 720                         Officer        FLC - since inception
Pasadena, CA 91101                  and
Age: 49                       Vice President



                                       5




                                                                                                   NUMBER OF
                                                                                PRINCIPAL           FUNDS IN
                                  CURRENT             TERM OF OFFICE          OCCUPATION(S)       FUND COMPLEX
NAME, ADDRESS,                  POSITION(S)            AND LENGTH OF            DURING PAST         OVERSEEN     OTHER DIRECTORSHIPS
AND AGE                        HELD WITH FUNDS         TIME SERVED*             FIVE YEARS        BY DIRECTOR**    HELD BY DIRECTOR
-------                        ---------------         ------------             ----------        -------------    ----------------
                                                                                                          
OFFICERS:

BRADFORD S. STONE              Vice President            Officer              Since May 2003,           N/A              N/A
392 Springfield Avenue          and Assistant       FFC - since 2003         Vice President of
Mezzanine Suite                   Treasurer       FLC - since inception    Flaherty & Crumrine;
Summit, NJ 07901                                                            from June 2001 to
Age: 45                                                                   April 2003, Director of
                                                                           US Market Strategy at
                                                                          Barclays Capital; from
                                                                           February 1987 to June
                                                                          2001, Vice President of
                                                                             Goldman, Sachs &
                                                                            Company as Director
                                                                            of US Interest Rate
                                                                         Strategy and, previously,
                                                                            Vice President of
                                                                               Interest Rate
                                                                               Product Sales

LAURIE C. LODOLO                  Assistant             Officer            Since August 2004,           N/A              N/A
301 E. Colorado Boulevard        Compliance         FFC - since 2004       Assistant Compliance
Suite 720                    Officer, Assistant     FLC - since 2004      Officer of Flaherty &
Pasadena, CA 91101              Treasurer and                             Crumrine Incorporated;
Age: 41                      Assistant Secretary                           since February 2004,
                                                                         Secretary of Flaherty &
                                                                          Crumrine Incorporated;
                                                                         Account Administrator of
                                                                           Flaherty & Crumrine
                                                                               Incorporated.


----------

*     The Board of Directors of each Fund has determined to decrease the size of
      the Board  from of each  Fund six to five  Directors  effective  April 21,
      2005,  thereby  effectively  eliminating  a Class  I  Director  seat.  Mr.
      Dalmaso's  term as a Class I Director of each Fund will expire at the 2005
      Annual Meeting and he will not stand for re-election.  The remaining Class
      I Director of each Fund has been nominated for a three-year term to expire
      at each Fund's 2008 Annual Meeting of Shareholders and until his successor
      is duly elected and qualified. Mr. Gust, a Class II Director of each Fund,
      has been  nominated for a one-year term to expire at FLC'S Annual  Meeting
      of Shreholders  and until his successor is duly elected and qualified will
      serve until until FFC's 2006 Annual Meeting of Shareholders  and until his
      successor is duly elected and qualified. Mr. Brody, a Class II Director of
      each  Fund,  will  serve  until  each  Fund's  2006  Annual   Meeting   of
      Shareholders and until his successor is duly elected and qualified.  Class
      III Directors of each Fund  will  serve  until  each  Fund's  2007  Annual
      Meeting of Shareholders and until their successors  are  duly elected  and
      qualified.

**    The funds in the fund complex are: Flaherty & Crumrine Preferred Income
      Fund Incorporated, Flaherty & Crumrine Preferred Income Opportunity Fund
      Incorporated, Flaherty & Crumrine/Claymore Preferred Securities Income
      Fund Incorporated and Flaherty & Crumrine/Claymore Total Return Fund
      Incorporated (together, the "Flaherty & Crumrine Fund Family").

(1)   As a Director, nominated to represent holders of AMPS.

(2)   As a Director, currently represents holders of AMPS.

(3)   "Interested person" of the Funds as defined in the 1940 Act. Messrs.
      Crumrine and Dalmaso are each considered an "interested person" because of
      their affiliation with the Adviser and the Servicing Agent, respectively.

BENEFICIAL  OWNERSHIP OF SHARES IN FUNDS AND FUND COMPLEX FOR EACH  DIRECTOR AND
NOMINEE FOR ELECTION AS DIRECTOR

      Set forth in the table below is the dollar range of equity  securities  in
each Fund and the aggregate dollar range of equity  securities in the Flaherty &
Crumrine Fund Family beneficially owned by each Director.


                                       6




                                                                                          AGGREGATE DOLLAR RANGE OF EQUITY
                                                                                       SECURITIES IN ALL REGISTERED INVESTMENT
                                                        DOLLAR RANGE OF EQUITY           COMPANIES OVERSEEN BY DIRECTOR IN
NAME OF DIRECTOR                                    SECURITIES HELD IN FUND* (1)(2)      FAMILY OF INVESTMENT COMPANIES* (3)
----------------                                    -------------------------------      -----------------------------------

                                                      FFC                     FLC                       TOTAL
                                                      ---                     ---                       -----
                                                                                               
NON-INTERESTED DIRECTORS:

Martin Brody                                           C                       C                          E
David Gale                                             C                       C                          E
Morgan Gust                                            C                       C                          E
Robert F. Wulf                                         C                       C                          E

INTERESTED DIRECTORS:

Donald F. Crumrine                                   E(4)                    E(4)                       E(4)
Nicholas Dalmaso                                       A                       A                          A


----------
*     Key to Dollar Ranges

A.    None

B.    $1 - $10,000

C.    $10,001 -$50,000

D.    $50,001 - $100,000

E.    over $100,000

      All shares were valued as of December 31, 2004.

(1)   No  Director  or officer of the Funds  owned any shares of AMPS on January
      28, 2005.

(2)   This  information  has been  furnished by each  Director as of January 28,
      2005.  "Beneficial  Ownership"  is  determined  in  accordance  with  Rule
      16a-1(a)(2) of the 1934 Act.

(3)   As a group, less than 1%.

(4)   Includes  shares of FFC and FLC held by  Flaherty & Crumrine  of which the
      reporting person is a shareholder and director.

      Each  Director of each Fund who is not a director,  officer or employee of
Flaherty  &  Crumrine  or any of their  affiliates  receives a fee of $9,000 per
annum plus $500 for each in-person meeting, and $150 for each telephone meeting.
In addition,  the Audit  Committee  Chairman  receives an annual fee per Fund of
$2,500.  Each Director of each Fund is reimbursed  for travel and  out-of-pocket
expenses  associated with attending Board and committee  meetings.  The Board of
Directors  of FFC  held  six  meetings  (one of  which  was  held  by  telephone
conference  call) and the Board of Directors  of FLC held six  meetings  (one of
which was held by  telephone  conference  call)  during  the  fiscal  year ended
November  30, 2004,  and all of the  Directors of each Fund then serving in such
capacity attended at least 75% of the meetings of Directors and any Committee of
which he is a member,  with the  exception of Martin  Brody.  In  addition,  one
meeting of a special "ad hoc"  committee of the Board of Directors  was held for
each Fund. The aggregate remuneration paid to the Directors and officers of each
Fund for the fiscal year ended November 30, 2004 is set forth below:



--------------------------------------------------------------------------------------------------------------
                                                              BOARD MEETING                  TRAVEL AND
                                    ANNUAL                         AND                      OUT-OF-POCKET
                                DIRECTORS FEES           COMMITTEE MEETING FEES               EXPENSES*
--------------------------------------------------------------------------------------------------------------
                                                                                 
FFC                                  $38,801                  $22,700                     $14,232
FLC                                  $38,801                  $22,300                     $13,030
--------------------------------------------------------------------------------------------------------------


----------
*     Includes  reimbursement  for travel and  out-of-pocket  expenses  for both
      "interested" and "non-interested" Directors ("Independent Directors").

AUDIT COMMITTEE REPORT

      The  role of each  Fund's  Audit  Committee  is to  assist  the  Board  of
Directors  in its  oversight  of (i)  the  integrity  of each  Fund's  financial
statements and the  independent  audit therof;  (ii) each Fund's  accounting and
financial  reporting  policies  and  practices,  its internal  controls  and, as
appropriate,  the internal  controls of certain  service  providers;  (iii) each
Fund's  compliance  with  legal  and  regulatory  requirements;   and  (iv)  the
independent auditor's qualifications, independence and performance. In addition,
pursuant to each Fund's Audit Committee Charter,  each Fund's Audit Committee is
also required to prepare an audit committee  report pursuant to the rules of the
SEC for inclusion in each Fund's  annual proxy  statement. Each Audit  Committee
operates  pursuant to a Charter that was most recently  reviewed and approved by
the Board of  Directors  of each Fund on January 21, 2005 and which is available
on the Funds'  website  (www.fcclaymore.com).  As  set  forth  in  the  Charter,
management is responsible for (i) the  preparation,  presen-


                                       7


tation and integrity of each Fund's financial  statements,  (ii) the maintenance
of appropriate  accounting and financial reporting principles and policies,  and
(iii) the  maintenance of internal  controls and  procedures  designed to assure
compliance with accounting  standards and applicable laws and  regulations.  The
independent  accountants  are  responsible  for planning and carrying out proper
audits and reviews of each Fund's financial statements and expressing an opinion
as to their  conformity with  accounting  principles  generally  accepted in the
United States of America.

      In  performing  its oversight  function,  at a meeting held on January 21,
2005, the Audit  Committee  reviewed and discussed with  management of each Fund
and the  independent  accountants,  KPMG LLP  ("KPMG"),  the  audited  financial
statements  of each Fund as of and for the fiscal year ended  November 30, 2004,
and  discussed  the  audit of such  financial  statements  with the  independent
accountants.

      In  addition,   the  Audit   Committee   discussed  with  the  independent
accountants  the  accounting  principles  applied  by each  Fund and such  other
matters  brought to the  attention  of the Audit  Committee  by the  independent
accountants  required by Statement of Auditing Standards No. 61,  COMMUNICATIONS
WITH  AUDIT  COMMITTEES,  as  currently  modified  or  supplemented.  The  Audit
Committee also received from the independent accountants the written disclosures
and  statements   required  by  the  SEC's   independence   rules,   delineating
relationships  between the  independent  accountants and each Fund and discussed
the  impact  that any  such  relationships  might  have on the  objectivity  and
independence of the independent accountants.

      As set forth  above,  and as more  fully set  forth in each  Fund's  Audit
Committee Charter,  the Audit Committee has significant duties and powers in its
oversight  role with  respect  to the  Fund's  financial  reporting  procedures,
internal controls systems, and the independent audit process.

      The  members  of the  Audit  Committee  are  not,  and  do  not  represent
themselves  to  be,  professionally  engaged  in the  practice  of  auditing  or
accounting  and  are  not  employed  by  each  Fund  for  accounting,  financial
management or internal  control.  Moreover,  the Audit  Committee  relies on and
makes  no   independent   verification   of  the  facts   presented   to  it  or
representations  made by management or the independent accountants. Accordingly,
the Audit  Committee's  oversight  does  not  provide  an  independent  basis to
determine  that  management  has maintained appropriate accounting and financial
reporting principles and policies, or internal controls and procedures, designed
to assure  compliance  with  accounting   standards  and  applicable   laws  and
regulations.   Furthermore, the Audit Committee's considerations and discussions
referred to above do not  provide  assurance  that  the  audit  of  each  Fund's
financial statements has been carried out in accordance with generally  accepted
accounting  standards  or  that  the  financial  statements  are  presented   in
accordance with generally accepted accounting principles.

      Based on its  consideration  of the audited  financial  statements and the
discussions  referred to above with management and the  independent  accountants
and subject to the  limitations  on the  responsibilities  and role of the Audit
Committee  set  forth in the  Charter  and  those  discussed  above,  the  Audit
Committee of each Fund  recommended  to the Board of Directors of each Fund that
the audited  financial  statements  be included in each Fund's Annual Report for
the fiscal year ended November 30, 2004.

THIS  REPORT  WAS  SUBMITTED  BY THE AUDIT  COMMITTEE  OF EACH  FUND'S  BOARD OF
DIRECTORS

Martin Brody
David Gale
Morgan Gust
Robert Wulf (Chairman)

January 21, 2005

      Each Audit Committee  met  four  times  in connection with their regularly
scheduled meetings during the fiscal year ended November  30,  2004.  Each Audit
Committee  is  composed  entirely  of  each  Fund's  independent (as  such  term
is defined by the New York Stock Exchange,  Inc.'s listing  standards applicable
to closed-end funds (the "NYSE Listing Standards"))  Directors,  namely  Messrs.
Brody, Gale, Gust and Wulf.

NOMINATING COMMITTEE

      Each Board of Directors has a Nominating  Committee  composed  entirely of
each Fund's  independent (as such term is defined by the NYSE Listing Standards)
Directors,  namely Messrs.  Brody, Gale, Gust and Wulf. The Nominating Committee
of each Fund met three times during the fiscal year ended November 30, 2004. The
Nominating  Committee is responsible for identifying  individuals believed to be
qualified to become  Board  members and  recommending  to the Board


                                       8


of  Directors  such  nominees to stand for  election as directors at each Fund's
annual  meeting of  shareholders  and to fill any  vacancies on the Board.  Each
Fund's  Nominating  Committee  has a charter  which is  available  on the Funds'
website (www.fcclaymore.com).

      Each Fund's Nominating  Committee believes that it is in the best interest
of the Fund and its shareholders to obtain highly qualified  candidates to serve
as  members  of the  Board of  Directors.  The  Nominating  Committees  have not
established a formal process for identifying  candidates  where a vacancy exists
on the Board. In nominating candidates, the Nominating Committee shall take into
consideration  such factors as it deems  appropriate.  These factors may include
judgment,  skill,  diversity,  experience  with  investment  companies and other
organizations  of comparable  purpose,  complexity,  size and subject to similar
legal  restrictions and oversight,  the interplay of the candidate's  experience
with  the  experience  of other  Board  members,  and the  extent  to which  the
candidate would be a desirable addition to the Board and any committees thereof.

      Each  Fund's  Nominating   Committee  will  consider  director  candidates
recommended by shareholders  and submitted in accordance with applicable law and
procedures  as  described  in this Joint Proxy  Statement  (see  "Submission  of
Shareholder Proposals" below).

OTHER BOARD-RELATED MATTERS

      Shareholders who wish to send communications to the Board should send them
to the  address  of  the  Fund  and to the  attention  of the  Board.  All  such
communications will be directed to the Board's attention.

      The Funds do not have a formal policy regarding Board member attendance at
the Annual Meeting of Shareholders.  However,  all of the Directors attended the
April 23, 2004 Annual Meeting of Shareholders.

COMPENSATION

      The  following  table  sets  forth  certain   information   regarding  the
compensation  of each Fund's  Directors  for the fiscal year ended  November 30,
2004.  No  executive  officer  or  person  affiliated  with  the  Fund  received
compensation  from the Fund  during the fiscal year ended  November  30, 2004 in
excess of $60,000.  Directors and executive officers of the Funds do not receive
pension or retirement benefits from the Funds.

                               COMPENSATION TABLE



               NAME OF                          AGGREGATE                   TOTAL COMPENSATION FROM
             PERSON AND                       COMPENSATION                    THE FUNDS AND FUND
              POSITION                       FROM EACH FUND               COMPLEX PAID TO DIRECTORS*
              --------                       --------------               --------------------------
                                                                                
DONALD F. CRUMRINE                                  $0                                $0 (4)
Director, Chairman of the Board
and Chief Executive Officer

NICHOLAS DALMASO                                    $0                                $0 (2)
Director, Vice President and
Assistant Secretary

MARTIN BRODY                                     $12,250 - FFC                   $49,650 (4)
Director                                         $12,200 - FLC

DAVID GALE                                       $15,250 - FFC                   $61,650 (4)
Director                                         $15,200 - FLC

MORGAN GUST                                      $15,500 - FFC                   $62,700 (4)
Director                                         $15,400 - FLC

ROBERT F. WULF                                   $18,501 - FFC                   $73,903 (4)
Director                                         $18,301 - FLC


----------
*     Represents  the total  compensation  paid to such persons by the Funds and
      the other funds in the Flaherty & Crumrine Fund Family for the fiscal year
      ended  November  30,  2004,  which are  considered  part of the same "fund
      complex"  because they have a common  adviser.  The  parenthetical  number
      represents the total number of investment  company  directorships  held by
      the director or nominee in such fund complex as of November 30, 2004.


                                       9


REQUIRED VOTE

      The  election of Mr.  Gale as a Director  of FFC and FLC will  require the
affirmative  vote of a  plurality  of the votes cast by holders of the shares of
AMPS of each Fund at the Meeting in person or by proxy. The election of Mr. Gust
as a Director of FLC will  require the  affirmative  vote of a plurality  of the
votes cast by  holders of the shares of AMPS of FLC at the  Meeting in person or
by proxy.

      EACH  BOARD OF  DIRECTORS,  INCLUDING  ALL OF THE  INDEPENDENT  DIRECTORS,
UNANIMOUSLY  RECOMMENDS  THAT  THE  SHAREHOLDERS  VOTE  "FOR"  EACH  NOMINEE  AS
DIRECTOR.

THE BOARD OF DIRECTORS OF FFC UNANIMOUSLY  RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" PROPOSAL NO. 2.

                  PROPOSAL 2: APPROVAL OF AN AMENDMENT TO EACH
                  FUND'S ARTICLES SUPPLEMENTARY RELATING TO THE
                       TERM OF OFFICE OF CERTAIN DIRECTORS

      The second  proposal  to be  considered  at the  Meeting is  amending  the
Articles Supplementary of each of FFC and FLC  as  set  forth  in  the  proposed
Articles of Amendment for each of FFC and FLC ("Proposed Amendment A") described
below and  attached  to  this Joint Proxy Statement as  Proposed  Amendments A-1
and A-2, respectively.


                                       10


      As discussed in connection with Proposal 1, under the each Fund's Articles
of  Incorporation,  Articles  Supplementary  and the 1940 Act,  holders of AMPS,
voting as a single class,  are entitled to elect two  Directors,  and holders of
the Common Stock are  entitled to elect the  remaining  Directors.  In addition,
subject  to  the  provisions  of  the  1940  Act  and  each Fund's  Articles  of
Incorporation,  the holders of AMPS,  when dividends are in arrears for two full
years,  are able to elect the minimum number of additional directors which, when
combined with the two Directors  elected by the holders of the AMPS,  would give
the holders of AMPS a majority of the Directors. However, the Funds' Articles of
Incorporation  and Articles  Supplementary are silent on the status of directors
elected  by  holders  of AMPS in the  event  all of the AMPS  shares  were to be
redeemed in full. Therefore, in the event of a redemption in full, the directors
elected by holders of the AMPS  could  be  entitled  to  continue  to  serve  as
directors  until their terms of office expire.

      The purpose of Proposed  Amendment A  is to specifically set forth in each
Fund's Articles  Supplementary a provision that the term  of  certain  directors
elected by a  single series of preferred stock, such as the AMPS, will terminate
automatically upon redemption in full of the holders of the stock.  As discussed
more fully below, in the event of such  redemption  of preferred  stock in full,
all obligations to the holders  of  preferred  stock  will  cease  and  separate
representatives for them would serve no real function. In that circumstance, the
1940 Act provision requiring separate representatives for holders  of  preferred
stock would no longer apply or have any relevance.

      REASONS  FOR  PROPOSED   AMENDMENT   A .   Proposed   Amendment  A   would
specifically  set forth in each Fund's  Articles  Supplementary a provision that
the term of any Director (other than a Continuing Director)  elected by a single
series of preferred  stock  of  the  Fund  would  terminate  automatically  upon
redemption in full of the holders of that series of preferred stock.  As applied
to the Funds,  the  holders  of the AMPS in the  aggregate  would be  considered
a single series so that,  upon  a  redemption  in  full of the AMPS, the term of
office of any  director  elected  by the AMPS who was not a  Continuing Director
would  automatically  terminate. As  a  result,    Proposed  Amendment  A  would
give the Board of Directors of each Fund the flexibility to indirectly cause the
directorship  of a preferred  director to terminate by redeeming  the  preferred
stock  the  director   represents.   Taking  this  action  may  be  particularly
appropriate  where a person or group  acquires  a large  position  in  preferred
shares  immediately  prior to the record date with a view of obtaining a seat on
the board to serve as a platform  for  initiating  and  instigating  action that
would be contrary to the interest  of  the  preferred  shareholders  or  of  the
relevant Fund as a whole.  Neither  Fund is aware of an intention on the part of
any third party to seek to obtain a seat  on  the  board  or  to  recommend  any
business combination, open-ending  or  other  corporate  action  to  change  the
manner  in which a Fund operates. Nevertheless, the Board of each Fund considers
it prudent to have the flexibility Proposed Amendment A would afford. Of course,
there  would be costs and other  implications  associated  with any  decision to
redeem the preferred  stock which would be evaluated in full by the Fund's Board
of Directors at the time that any such  action  is  contemplated.   Because  the
automatic   termination  provision  would  not  apply  to  persons considered to
be  Continuing  Directors,  Proposed  Amendment  A  would  enable  the  Fund  to
retain  the  services  of  persons  who  do  not  have sizable  shareholdings or
strategic  proposals  that  could  place  them in a posture  adverse  to a Fund.
"Continuing  Director"  is  defined in each  Fund's  Articles  of  Incorporation
generally as a Director who (a) is not an Interested Party or an Affiliate or an
Associate  (as  these  terms  are  defined  in the  Articles  of  Incorporation;
generally,  an  Interested  Party is a person  who has  entered  into a business
combination with the Fund or individually or together with other persons owns or
is  deemed  to own,  directly  or  indirectly,  more than 5% of any class of the
Fund's  securities) of an Interested Party and has been a member of the Board of
Directors  for a period  of at  least  12  months;  or (b) is a  successor  of a
Continuing  Director  who is not  an  Interested  Party  or an  Affiliate  or an
Associate  of an  Interested  Party and is  recommended  to succeed a Continuing
Director  by a  majority  of the  Continuing  Directors  then  on the  Board  of
Directors;  or (c) is  elected  to the  Board of  Directors  to be a  Continuing
Director  by a  majority  of the  Continuing  Directors  then  on the  Board  of
Directors and who is not an Interested  Party or an Affiliate or Associate of an
Interested Party.

      At the  January  Board  Meetings,  the  Board of  Directors  of each  Fund
separately  approved Proposed Amendment A, subject to shareholder  approval  and
subject to receipt of certain  written  confirmations  from the rating  agencies
rating the AMPS. The Board considered a number of factors in its  deliberations,
including  (i)  that  in  the  event  of a redemption in full of a single series
of preferred stock of the Fund, separate representatives for the preferred stock
would serve no real  function; (ii) that closed-end funds continue to be subject
to action by parties with agendas contrary to the interest of Fund  shareholders
as a whole that are disruptive to Fund operations and involve significant costs;
(iii)  that  Proposed   Amendment  A   would  give   the  Board  of  each   Fund
flexibility  in  certain circumstances to take appropriate action in a situation
where a person or group obtains a Board seat through  an  investment in a Fund's
preferred  stock  action  considered  to  be  contrary  to  the interests of the
preferred holders or the Fund as a whole; and (iv) the benefit of retaining  the
knowledge and expertise of representing preferred shares in the event a decision
is made to redeem a series of preferred stock and/or  replace  that  series with
another series.

      If adopted,  Proposal  2  would  render  more difficult or  discourage the
assumption of control by a holder of a large block of a Fund's   AMPS,  a  proxy
contest,  a merger, a tender offer or the removal of incumbent management.

REQUIRED VOTE

      Approval of the Articles of Amendment will require the affirmative vote of
a majority of the votes of the outstanding shares  of  stock entitled to be cast
by holders of each Fund's Common Stock and AMPS, voting together  as  a   single
class. The Funds have had conversations with both Moody's Investor Service, Inc.
("Moody's") and Fitch Ratings  ("Fitch"),  the rating agencies  currently rating
the AMPS, about Proposed  Amendment II. They have indicated  preliminarily  that
the changes  would not impair the current  ratings on the AMPS ("Aaa" and "AAA,"
respectively).  In any  event,  Proposed  Amendment  II will not be  implemented
unless Moody's and Fitch confirm that it would not impair their current  ratings
on the AMPS.

       THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE
                     SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 2.

                                       11


     PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE PREFERRED SECURITIES FUND'S
    ARTICLES SUPPLEMENTARY RELATING TO THE FORCE MAJEURE PROVISION - FFC ONLY

      The third  proposal to be  considered  at the  Meeting is  amending  FFC's
Articles  Supplementary  Establishing  and Fixing the Rights and  Preferences of
Auction Market  Preferred Stock (the "Articles  Supplementary")  as set forth in
the proposed  Articles of Amendment  ("Proposed  Amendment B")  described  below
and attached to this Joint Proxy  Statement  as Proposed Amendment B.  For  ease
of  reference, the Articles  of  Amendment  in Proposed Amendment  B  have  been
marked to show the  proposed changes by underlining the new language and putting
it in bold typeface.

      The  Articles  Supplementary  establish  procedures  for regular  periodic
auctions for FFC's AMPS. The auctions  establish the dividend rate to be paid to
the  holders  of the  AMPS for the next  dividend  period  and are held by FFC's
auction  agent  at the  times  and  in  the  manner  provided  in  the  Articles
Supplementary.

      The  Articles  Supplementary  currently  contain a  provision  (the "Force
Majeure  Provision")  which  provides  that,  if an auction  date for any series
("Series")  of AMPS is not a business  day because  the New York Stock  Exchange
("NYSE") is closed for business due to an act of God, natural disaster,  extreme
weather, act of war, civil or military disturbance, act of terrorism,  sabotage,
riots or a loss or malfunction of utilities or communications services (each, an
"Extraordinary  Event"),  or if the  auction  agent  is not able to  conduct  an
auction in  accordance  with the auction  procedures  for any such  reason,  the
dividend rate for the next dividend  period for that Series will be the dividend
rate determined on the previous auction date.

      Proposed  Amendment  B  would  revise the Force  Majeure  Provision to (a)
modify how the dividend  rate to be paid to the holders of AMPS is determined by
creating a distinction  between situations where the NYSE is closed for (i) more
than three  calendar days or (ii) three or fewer  calendar days and (b) provides
that if an Extraordinary Event occurs with respect to a Series of AMPS, existing
holders of such Series will  continue to hold their AMPS until the next  auction
for that Series of AMPS is held. With regard to dividend payments that cannot be
effected due to NYSE closures for an Extraordinary Event,  Proposed Amendment  B
also creates a distinction  between  deferral of dividend payment dates for more
than three days and three or fewer days.

      The  purpose  of  Proposed  Amendment B  is  to  revise  and  clarify  the
procedures for auctions and dividend payments for certain situations outside the
control of FFC that force the NYSE to close or prevent  the  auction  agent from
conducting an auction.

      DIVIDEND RATE PROVISION. The revised Force Majeure Provision provides that
if an auction  date is not a business  day  because  the NYSE is closed for more
than three  consecutive  calendar  days  (excluding  Saturdays  and  Sundays and
previously  announced  NYSE  holidays),  or the auction agent cannot  conduct an
auction in accordance  with the auction  procedures  for such period,  due to an
Extraordinary  Event,  then the  dividend  rate to be paid to the holders of the
AMPS will be the dividend rate  determined  on the previous  auction date. If an
auction date is not a business day because the NYSE is closed for three or fewer
than three consecutive  calendar days, or if the auction agent cannot conduct an
auction in  accordance  with the  auction  procedures  for such period due to an
Extraordinary  Event,  then the  dividend  rate to be paid to the holders of the
AMPS will be the dividend rate  determined by auction on the first  business day
(i.e., the first day on which the NYSE is open) following such auction date.

      DIVIDEND PAYMENT PROVISION. The current provision applicable to payment of
a  dividend  where  the  NYSE is  closed  due to an  Extraordinary  Event  would
similarly be modified to distinguish short-term from longer-term closings. Under
the Articles Supplementary currently, special provisions allow the deferral of a
dividend payment to the next business day on


                                       12


which FFC and the auction  agent are able to cause the dividend to be paid using
commercially  reasonable  available  means.  Proposed  Amendment B  narrows  the
circumstances in which this deferral would apply to where the NYSE is closed for
more than three consecutive calendar days due to an Extraordinary Event.

      HOLD OVER  PROVISION.  The proposed  revised Force Majeure  Provision also
provides that in the event an auction for a Series of AMPS cannot be held due to
an  Extraordinary  Event,  each  existing  holder of such  Series of AMPS,  will
continue  to hold all of his or her AMPS until the next  auction for such Series
of AMPS is held  (unless a holder sells his or her AMPS outside of an auction in
a  secondary  trading  market).  This means  that a holder  would,  under  these
circumstances,  be required to hold his or her AMPS for another  dividend period
(which would be seven days in the case of Series M7, T7, W7, TH7 and F7 AMPS and
28 days in the case of Series T28 and W28 AMPS).

      REASONS FOR THE PROPOSED  AMENDMENT.  Proposed Amendment B  is designed to
bring  the Force  Majeure  provisions  for FFC into line with  those for FLC and
current  practices for newly issued preferred shares of closed-end  funds. It is
also designed to make clear,  rather than implicit,  that holders of a Series of
AMPS will be required to continue to hold their  shares of that Series  until an
auction is held following an Extraordinary  Event.  Under Proposed Amendment  B,
if a NYSE closing is of short duration,  a new auction will be held,  while only
under  longer-duration  closings (or a longer- duration inability of the auction
agent to conduct an auction)  will the  holders  maintain  the current  dividend
rate. As a result, AMPS holders may benefit.  Rather than receiving the existing
dividend rate for an additional  period in all  instances,  AMPS holders will be
entitled to the rate resulting from an auction when the NYSE is closed for three
days or less due to an  Extraordinary  Event.  The same holds true for  dividend
payment dates. If a NYSE closing is of short duration, the dividend payment date
would be the regular  dividend  payment date  determined in accordance  with the
Articles  Supplementary.  A dividend  payment date would be deferred to the next
business  day on which FFC and the auction  agent are able to cause the dividend
to  be  paid  using  commercially  reasonable  means  only  for  longer-duration
closings.

      At a meeting  held on January  21,  2005,  the Board of  Directors  of FFC
approved Proposed  Amendment II, subject to shareholder  approval and subject to
receipt  of written  confirmation  by the rating  agencies  rating the AMPS. The
Board considered a number of factors in its  deliberations, including  that  the
effect of Proposed Amendment B to the Articles Supplementary is to ensure  that,
upon an Extraordinary Event,  FFC's  auction  for  its  AMPS  can  be  conducted
pursuant  to  clear   procedures   set  forth  in  its  Articles  Supplementary;
that Proposed Amendment I will benefit AMPS holders  in  the  event  of  a  NYSE
closing  of  three  days or less  due to an  Extraordinary  Event   by  allowing
their  dividend  rate to be  determined  at an auction in the  ordinary  course;
and that the Proposed Amendment would bring the Force Majeure Provision  for FFC
in line with  that  for  FLC  and  current  industry  practice.  The  Board also
considered  the  potential  benefit  to  the  Common  Shareholders  of  Proposed
Amendment B.  In particular,  they considered that the change could mitigate any
disruption  of the Fund's AMPS auction due to an  Extraordinary  Event,  thereby
preserving  any potential  benefit  derived from the Fund being  leveraged  with
AMPS.  The Board was aware that this proposal was presented at the  2004  Annual
Meeting and had narrowly failed to receive the vote necessary for  approval.  In
light of the perceived benefits of Proposed Amendment B, the Board determined to
resubmit the proposal for shareholder consideration.

REQUIRED VOTE

      Approval of the Articles of Amendment will require the affirmative vote of
a majority of the votes of the outstanding  shares  of stock entitled to be cast
by the holders of FFC's Common Stock and AMPS, voting  together  as   a   single
class. The Fund  has had conversations with both Moody's Investor Service,  Inc.
("Moody's") and Fitch Ratings  ("Fitch"),  the rating agencies  currently rating
the AMPS, about Proposed Amendment I. They have indicated preliminarily that the
changes  would not  impair  the  current  rating on the AMPS  ("Aaa"  and "AAA,"
respectively). In any event, Proposed Amendment I will not be implemented unless
Moody's and Fitch confirm that it would not impair their current  ratings on the
AMPS.

THE BOARD OF DIRECTORS OF FFC UNANIMOUSLY  RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" PROPOSAL NO. 3.

                       SUBMISSION OF SHAREHOLDER PROPOSALS

      All  proposals  by  shareholders  of each  Fund  that are  intended  to be
presented at each Fund's next Annual Meeting of  Shareholders to be held in 2006
must be received by the relevant  Fund for  consideration  for  inclusion in the
relevant Fund's proxy statement relating to the meeting no later than     , 2005
and must satisfy the other requirements of federal securities laws.

      Each Fund's By-Laws require  shareholders wishing to nominate Directors or
make  proposals to be voted on at the Fund's  annual  meeting to provide  timely
notice of the proposal in writing. To be considered timely, any such notice must
be delivered to or mailed and received at the principal executive offices of the
Fund not later than 60 days prior to the date of the meeting;  provided however,
that if less than 70 days' notice or prior public  disclosure of the date of the
meeting is given or made to shareholders, any such notice by a shareholder to be
timely must be so received  not later than the close of business on the 10th day
following the day on which notice of the date of the annual meeting was given or
such public disclosure was made.

      Any such notice by a shareholder shall set forth the information  required
by the Fund's  By-Laws with respect to each matter the  shareholder  proposes to
bring before the annual meeting.

                             ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS

      KPMG, 99 High Street, Boston,  Massachusetts 02110-2371, has been selected
to serve as each Fund's  independent  accountants  for each  Fund's  fiscal year
ending  November 30, 2005.  KPMG acted as the  independent  accountants for each
Fund for the fiscal year ended  November 30,  2004.  The Funds know of no direct
financial  or  material  indirect  financial  interest  of KPMG in the Funds.  A
representative of KPMG will not be present at the Meeting, but will be available
by telephone and will have an  opportunity  to make a statement,  if asked,  and
will be available to respond to appropriate questions.

      Set forth in the table  below are audit fees and  non-audit  related  fees
billed to each Fund by KPMG for professional  services  received for each Fund's
fiscal period from commencement of operations through November 30, 2003 and each
Fund's fiscal year ended November 30, 2004, respectively.



                 FISCAL YEAR ENDED                      AUDIT-RELATED
FUND                NOVEMBER 30        AUDIT FEES            FEES**         TAX FEES***     ALL OTHER FEES
----                -----------        -----------           ------         -----------     --------------
                                                                                   
FFC                    2003              $58,500*          $12,800            $6,000              --
                       2004              $38,500           $14,000            $6,400              --

FLC                    2003              $58,500*          $ 6,400            $6,000              --
                       2004              $38,500           $14,000            $6,400


----------
*     Includes non-recurring fees billed to each Fund by KPMG in connection with
      the initial offering of Common Stock and AMPS of each Fund.

**    "Audit-Related  Fees"  are  those  fees  billed  to  each  Fund by KPMG in
      connection  with  their  agreed-upon  procedures  reports  on each  Fund's
      Articles Supplementary. Such reports are required quarterly by Moody's and
      Fitch in connection with maintaining public ratings for each Fund's AMPS.

***   "Tax Fees" are those fees billed to each Fund by KPMG in  connection  with
      tax  consulting  services,  including  primarily the review of each Fund's
      income tax returns.

      Each Fund's Audit  Committee  Charter  requires  that the Audit  Committee
pre-approve  all audit and non-audit  services to be provided by the auditors to
the Fund,  and all  non-audit  services to be  provided  by the  auditors to the
Fund's investment adviser and any entity controlling,  controlled  by  or  under
common control with the Funds' investment adviser that provide on-going services
to each Fund, if the engagement relates directly to the operations and financial
reporting of each Fund  ("affiliates"), or  to  establish  detailed pre-approval
policies  and  procedures  for such services in accordance with applicable laws.
All of the audit, audit-related and tax services for which KPMG billed each Fund
fees for each Fund's fiscal period ended November 30, 2003 and fiscal year ended
November 30, 2004 were pre-approved by the Audit Committee.

      For each Fund's fiscal year ended November 30, 2004,  KPMG did not provide
any  non-audit  services  (or bill any fees  for such  services)  to the  Funds'
investment adviser or any affiliates thereof that provide services to the Funds.


                                       13


INVESTMENT ADVISER, ADMINISTRATOR AND SERVICING AGENT

      Flaherty & Crumrine serves as the investment  adviser to each Fund and its
business address is 301 E. Colorado Boulevard,  Suite 720, Pasadena,  California
91101.  PFPC Inc. acts as the  administrator to each Fund and is located at 4400
Computer Drive, Westborough, Massachusetts 01581. Claymore Securities, Inc. acts
as the servicing agent to each Fund and is located at 2455 Corporate West Drive,
Lisle, Illinois 60532.

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 2004,   all such filing requirements applicable
to such persons were met.

BROKER NON-VOTES AND ABSTENTIONS

      A  proxy  which  is  properly   executed  and  returned   accompanied   by
instructions to withhold authority to vote represents 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
on the matter for  purposes  of  determining  the  presence  of a  quorum.  With
respect to Proposal 1,  abstentions  do not constitute a vote "for" or "against"
a matter and will be disregarded in determining the "votes cast"  on  a  matter.
With respect to Proposal 2 for both Funds  and  Proposal  3 for FFC, abstentions
will count as a vote against a matter.

                    OTHER MATTERS TO COME BEFORE THE MEETING

      Each Fund does not intend to present any other  business  at the  relevant
Meeting,  nor is either  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.

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------


                                       14

                             PROPOSED AMENDMENT A-1

                              ARTICLES OF AMENDMENT
                                       OF
                          FLAHERTY & CRUMRINE/CLAYMORE
                  PREFERRED SECURITIES INCOME FUND INCORPORATED

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

            FIRST: The Articles Supplementary Creating and Fixing the Rights of
the Auction Market Preferred Stock of the Corporation, as filed with the State
Department of Assessments and Taxation on April 22, 2003, is hereby amended as
follows: by adding the following subsection 4(b)(v) to Part I thereof:

                  (v)   "Terms of Office of Certain Directors to Terminate.
                        Simultaneously with and at the time that none of the
                        issued Preferred Shares are "outstanding" as set forth
                        in subsection (j) of this Section 4, i.e., the requisite
                        Notice of Redemption with respect to such Preferred
                        Shares shall have been mailed as provided in paragraph
                        8(c) of this Part I and the Redemption Price for the
                        redemption of such Preferred Shares shall have been
                        deposited in trust with the Auction Agent for that
                        purpose, the terms of office of any Directors elected
                        solely by the Holders of such Preferred Shares shall
                        automatically terminate and the remaining Directors
                        shall constitute the Directors of the Fund; provided,
                        however, that the terms of office of any such Directors
                        who meet the definition of "Continuing Directors" in the
                        Fund's Articles of Amendment and Restatement shall
                        continue and shall not terminate."

            SECOND: The amendment to the Charter of the Corporation as set forth
in Article FIRST was advised by the Corporation's Board of Directors and
approved by the stockholders.

            IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed these Articles of Amendment and do hereby acknowledge that these
Articles of Amendment are the act and deed of the Corporation and to the best of
their knowledge, information and belief, the matters and facts contained herein
with respect to authorization and approval are true in all material respects,
under the penalties of perjury.

DATE: _______________, 2005

                                          FLAHERTY & CRUMRINE/CLAYMORE PREFERRED
                                          SECURITIES INCOME FUND INCORPORATED


                                          ______________________________________
                                          Robert M. Ettinger
                                          President

WITNESS:

__________________________
R. Eric Chadwick
Secretary


                                       A-1

                             PROPOSED AMENDMENT A-2

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

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

            FIRST: The Articles Supplementary Creating and Fixing the Rights of
the Auction Market Preferred Stock of the Corporation, as filed with the State
Department of Assessments and Taxation on October 29, 2003, is hereby amended as
follows: by adding the following subsection 4(b)(v) to Part I thereof:

                  (v)   "Terms of Office of Certain Directors to Terminate.
                        Simultaneously with and at the time that none of the
                        issued Preferred Shares are "outstanding" as set forth
                        in subsection (j) of this Section 4, i.e., the requisite
                        Notice of Redemption with respect to such Preferred
                        Shares shall have been mailed as provided in paragraph
                        8(c) of this Part I and the Redemption Price for the
                        redemption of such Preferred Shares shall have been
                        deposited in trust with the Auction Agent for that
                        purpose, the terms of office of any Directors elected
                        solely by the Holders of such Preferred Shares shall
                        automatically terminate and the remaining Directors
                        shall constitute the Directors of the Fund; provided,
                        however, that the terms of office of any such Directors
                        who meet the definition of "Continuing Directors" in the
                        Fund's Articles of Incorporation shall continue and
                        shall not terminate."

            SECOND: The amendment to the Charter of the Corporation as set forth
in Article FIRST was advised by the Corporation's Board of Directors and
approved by the stockholders.

            IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed these Articles of Amendment and do hereby acknowledge that these
Articles of Amendment are the act and deed of the Corporation and to the best of
their knowledge, information and belief, the matters and facts contained herein
with respect to authorization and approval are true in all material respects,
under the penalties of perjury.

DATE: _______________, 2005

                                              FLAHERTY & CRUMRINE/CLAYMORE TOTAL
                                              RETURN FUND INCORPORATED


                                              __________________________________
                                              Robert M. Ettinger
                                              President

WITNESS:


___________________________
R. Eric Chadwick
Secretary


                                       A-2

                              PROPOSED AMENDMENT B

                            ARTICLES OF AMENDMENT OF

   FLAHERTY & CRUMRINE/CLAYMORE PREFERRED SECURITIES INCOME FUND INCORPORATED

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

FIRST: Part II, Section 7 of the Articles Supplementary Establishing and Fixing
the Rights and Preferences of Auction Market Preferred Stock of the Corporation,
as filed with the State Department of Assessments and Taxation on April 22,
2003, is hereby amended as follows: By deleting in its entirety the current
Section 7 of Part II and substituting therefore the following new Section 7:

"7.   Force Majeure.

      (a)   Notwithstanding anything else set forth herein,

            (i)   if an Auction Date is not a Business Day because the New York
                  Stock Exchange is closed for business FOR MORE THAN THREE
                  CONSECUTIVE CALENDAR DAYS (EXCLUDING SATURDAYS AND SUNDAYS AND
                  PREVIOUSLY ANNOUNCED NEW YORK STOCK EXCHANGE HOLIDAYS) due to
                  an act of God, natural disaster, extreme weather, act of war,
                  civil or military disturbance, act of terrorism, sabotage,
                  riots or a loss or malfunction of utilities or communications
                  services, or if the Auction Agent is not able to conduct an
                  Auction in accordance with the Auction Procedures for any such
                  reason, then the Applicable Rate for the next Dividend Period
                  shall be the Applicable Rate determined on the previous
                  Auction Date.; and

            (II)  IF AN AUCTION DATE IS NOT A BUSINESS DAY BECAUSE THE NEW YORK
                  STOCK EXCHANGE IS CLOSED FOR BUSINESS FOR THREE OR FEWER THAN
                  THREE CONSECUTIVE CALENDAR DAYS (EXCLUDING SATURDAYS AND
                  SUNDAYS AND PREVIOUSLY ANNOUNCED NEW YORK STOCK EXCHANGE
                  HOLIDAYS) DUE TO AN ACT OF GOD, NATURAL DISASTER, EXTREME
                  WEATHER, ACT OF WAR, CIVIL OR MILITARY DISTURBANCE, ACT OF
                  TERRORISM, SABOTAGE, RIOTS OR A LOSS OR MALFUNCTION OF
                  UTILITIES OR COMMUNICATIONS SERVICES, OR IF THE AUCTION AGENT
                  IS NOT ABLE TO CONDUCT AN AUCTION IN ACCORDANCE WITH THE
                  AUCTION PROCEDURES FOR ANY SUCH REASON, THEN THE APPLICABLE
                  RATE FOR THE NEXT DIVIDEND PERIOD SHALL BE THE APPLICABLE RATE
                  DETERMINED BY AUCTION ON THE FIRST BUSINESS DAY FOLLOWING SUCH
                  AUCTION DATE.

      (b)   Notwithstanding anything else set forth herein, if a Dividend
            Payment Date is not a Business Day because the New York Stock
            Exchange is closed for business FOR MORE THAN THREE CONSECUTIVE
            CALENDAR DAYS due to an act of God, natural disaster, extreme
            weather, act of war, civil or military disturbance, act of
            terrorism, sabotage, riots or a loss or malfunction of utilities or
            communications services, or if the dividend payable on such date can
            not be paid for any such reason, then:

            (i)   The Dividend Payment Date for the affected Dividend Period
                  shall be the next Business Day on which the Fund and the
                  Auction Agent are able to cause the dividend to be paid using
                  commercially reasonable best efforts;

            (ii)  The affected Dividend Period shall end on the day it would
                  have ended had such event not occurred and the Dividend
                  Payment Date had remained the scheduled date; and

            (iii) The next Dividend Period will begin and end on the dates on
                  which it would have begun and ended had such event not
                  occurred and the Dividend Payment Date remained the scheduled
                  date.

      (C)   IN THE EVENT THAT EITHER PROVISION (A) OR (B) OF THIS SECTION 7 IS
            APPLICABLE FOR A SERIES OF PREFERRED SHARES, EACH BENEFICIAL OWNER
            OR EXISTING HOLDER, AS THE CASE MAY BE, OF SUCH SERIES OF PREFERRED
            SHARES SHALL HOLD ALL OF THE PREFERRED SHARES OF SUCH SERIES HELD BY
            SUCH BENEFICIAL OWNER OR EXISTING HOLDER UNTIL THE NEXT AUCTION DATE
            FOR SUCH SERIES OF PREFERRED SHARES (UNLESS THE BENEFICIAL OWNER OR
            EXISTING HOLDER, AS THE CASE MAY BE, OF SUCH SERIES OF PREFERRED
            SHARES SELLS HIS OR HER PREFERRED SHARES OUTSIDE OF AN AUCTION IN A
            SECONDARY TRADING MARKET)."


                                      B-1


            SECOND: The amendment to the Charter of the Corporation set forth in
Article FIRST above was advised by the Board of Directors and approved by the
stockholders.

            IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed these Articles of Amendment and do hereby acknowledge that these
Articles of Amendment are the act and deed of the Corporation and that, to the
best of their knowledge, information and belief, the matters and facts contained
herein with respect to authorization and approval are true in all material
respects, under penalties of perjury.

                                          FLAHERTY & CRUMRINE/CLAYMORE PREFERRED
                                          SECURITIES INCOME FUND INCORPORATED

DATE: _______________, 2005               ____________________________
                                          Robert M. Ettinger
                                          President
WITNESS:

__________________________
R. Eric Chadwick
Secretary


                                      B-2




                               DETACH HERE                                ZFCC22

   FLAHERTY & CRUMRINE/CLAYMORE PREFERRED SECURITIES INCOME FUND INCORPORATED

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS

        THE UNDERSIGNED HOLDER OF SHARES OF COMMON STOCK OF FLAHERTY & CRUMRINE/
CLAYMORE PREFERRED SECURITIES INCOME FUND  INCORPORATED, A  MARYLAND CORPORATION
(THE "FUND"), HEREBY APPOINTS DONALD F. CRUMRINE, ROBERT M. ETTINGER AND  TERESA
M. R. HAMLIN, ATTORNEYS AND PROXIES FOR THE  UNDERSIGNED,  WITH  FULL  POWERS OF
SUBSTITUTION AND REVOCATION, TO REPRESENT THE UNDERSIGNED AND TO VOTE ON  BEHALF
OF THE UNDERSIGNED ALL SHARES OF COMMON STOCK, WHICH THE UNDERSIGNED IS ENTITLED
TO VOTE AT THE ANNUAL MEETING  OF  SHAREHOLDERS  OF  THE  FUND  TO  BE  HELD  AT
THE BOARD ROOM OF THE RADISSON BRIDGE RESORT, BOCA RATON, FL 33432 AT 8:30 A.M.,
ON  APRIL  21,  2005,  AND  ANY  ADJOURNMENTS  THEREOF. THE UNDERSIGNED   HEREBY
ACKNOWLEDGES RECEIPT OF THE  NOTICE  OF  ANNUAL  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         CONTINUED AND TO BE SIGNED ON REVERSE SIDE     SEE REVERSE
    SIDE                                                               SIDE
-------------                                                      -------------



FLAHERTY & CRUMRINE/CLAYMORE
PREFERRED SECURITIES INCOME FUND
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-8586


                               DETACH HERE                                ZFCC21


--  PLEASE MARK                                                             2138
X   VOTES AS IN
--  THIS EXAMPLE.

THIS PROXY,  IF PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1 AND FOR PROPOSAL 2.

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

                                                            FOR AGAINST ABSTAIN
1. TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES
   SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS
   AND PREFERENCES OF AUCTION MARKET PREFERRED STOCK --
   TERM OF OFFICE OF CERTAIN DIRECTORS.

2. TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES
   SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS
   AND  PREFERENCES OF AUCTION MARKET PREFERRED STOCK --
   FORCE MAJEURE PROVISION.

THE BOARD OF DIRECTORS  RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF AN  AMENDMENT TO THE FUND'S ARTICLES  SUPPLEMENTARY  ESTABLISHING  AND FIXING
THE RIGHTS AND  PREFERENCES OF AUCTION  MARKET PREFERRED STOCK -- TERM OF OFFICE
OF CERTAIN DIRECTORS AND  "FOR"  THE  APPROVAL  OF  AN  AMENDMENT  TO THE FUND'S
ARTICLES  SUPPLEMENTARY  ESTABLISHING AND FIXING THE RIGHTS AND  PREFERENCES  OF
AUCTION MARKET  PREFERRED STOCK -- FORCE MAJEURE PROVISION.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY.  IF JOINT OWNERS,
EITHER MAY SIGN THIS PROXY. WHEN SIGNING AS ATTORNEY,  EXECUTOR,  ADMINISTRATOR,
TRUSTEE, GUARDIAN OR CORPORATE OFFICER, PLEASE GIVE YOUR FULL TITLE.

SIGNATURE:_____________ DATE:__________ SIGNATURE:_____________ DATE:___________



                               DETACH HERE                                ZFCS32

   FLAHERTY & CRUMRINE/CLAYMORE PREFERRED SECURITIES INCOME FUND INCORPORATED

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS

        THE UNDERSIGNED HOLDER OF  SHARES  OF  AUCTION  MARKET  PREFERRED  STOCK
("AMPS") OF  FLAHERTY  &  CRUMRINE/CLAYMORE  PREFERRED  SECURITIES  INCOME  FUND
INCORPORATED, A  MARYLAND  CORPORATION  (THE  "FUND"),  HEREBY  APPOINTS  DONALD
F.  CRUMRINE,  ROBERT M. ETTINGER AND TERESA M. R. HAMLIN, ATTORNEYS AND PROXIES
FOR  THE  UNDERSIGNED,  WITH  FULL  POWERS  OF  SUBSTITUTION  AND REVOCATION, TO
REPRESENT THE UNDERSIGNED AND TO VOTE ON BEHALF OF THE UNDERSIGNED ALL SHARES OF
AMPS, WHICH THE UNDERSIGNED IS  ENTITLED  TO  VOTE  AT  THE  ANNUAL  MEETING  OF
SHAREHOLDERS OF THE FUND TO BE HELD AT THE BOARD ROOM  OF  THE  RADISSON  BRIDGE
RESORT,  BOCA  RATON,  FL  33432  AT  8:30  A.M., ON  APRIL 21,  2005,  AND  ANY
ADJOURNMENTS  THEREOF.   THE UNDERSIGNED HEREBY  ACKNOWLEDGES  RECEIPT   OF  THE
NOTICE OF ANNUAL 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         CONTINUED AND TO BE SIGNED ON REVERSE SIDE     SEE REVERSE
    SIDE                                                               SIDE
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FLAHERTY & CRUMRINE/CLAYMORE
PREFERRED SECURITIES INCOME FUND
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-8586


                               DETACH HERE                                ZFCS31

---  PLEASE MARK                                                            2138
 X   VOTES AS IN
---  THIS EXAMPLE.


THIS PROXY,  IF PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE  ELECTION OF THE NOMINEE AS  DIRECTOR,  FOR  PROPOSAL 2, AND FOR PROPOSAL 3.

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

1. ELECTION OF DIRECTOR
   NOMINEE: (01) DAVID GALE
                FOR        WITHHELD

                                                             FOR AGAINST ABSTAIN
2. TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES
   SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS
   AND PREFERENCES OF AUCTION MARKET PREFERRED STOCK --
   TERM OF OFFICE OF CERTAIN DIRECTORS.

3. TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES
   SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS AND
   PREFERENCES OF AUCTION MARKET  PREFERRED STOCK --
   FORCE MAJEURE PROVISION.

THE BOARD OF DIRECTORS  RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEE AS  DIRECTOR,  "FOR" THE  APPROVAL OF AN  AMENDMENT TO THE FUND'S
ARTICLES  SUPPLEMENTARY  ESTABLISHING  AND FIXING THE RIGHTS AND  PREFERENCES OF
AUCTION  MARKET  PREFERRED  STOCK -- FORCE  MAJEURE  PROVISION,  AND  "FOR"  THE
APPROVAL OF AN AMENDMENT TO THE FUND'S ARTICLES  SUPPLEMENTARY  ESTABLISHING AND
FIXING THE RIGHTS AND  PREFERENCES OF AUCTION MARKET  PREFERRED STOCK -- TERM OF
OFFICE OF CERTAIN DIRECTORS.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY.  IF JOINT OWNERS,
EITHER MAY SIGN THIS PROXY. WHEN SIGNING AS ATTORNEY,  EXECUTOR,  ADMINISTRATOR,
TRUSTEE, GUARDIAN OR CORPORATE OFFICER, PLEASE GIVE YOUR FULL TITLE.

SIGNATURE:____________ DATE:_________ SIGNATURE:______________ DATE:____________