<DOCUMENT>
<TYPE>EX-99.CODE ETH
<SEQUENCE>2
<FILENAME>code.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
                                                                  EX-99.CODE ETH

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

             FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED
       FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
   FLAHERTY & CRUMRINE/CLAYMORE PREFERRED SECURITIES INCOME FUND INCORPORATED
           FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

INTRODUCTION

This Code has been  written and adopted in  conformity  with  Section 406 of the
Sarbanes-Oxley  Act of 2002 as  implemented by SEC rules and  regulations.  This
Code sets forth principles and establishes  rules of conduct for Senior Officers
(as defined below) of each of the above-named Funds. This Code supplements other
Codes  that the Fund or its  Investment  Adviser  has  adopted  or may  adopt in
connection with other matters.

GENERAL PRINCIPLES

It is the ethical and legal  obligation of the Fund's Senior  Officers to strive
to insure the full, fair,  timely, and  comprehensible  financial  disclosure to
shareholders,  regulatory  authorities,  and the general public.  It is also the
obligation of the Fund's Senior Officers to establish  and/or maintain  adequate
internal  control  safeguards  for the  purposes  of (1)  utilizing  the  Fund's
financial  resources in the manner  authorized  by the Fund's Board of Directors
and  permitted  by  applicable  law and (2)  laying  the  foundation  for proper
financial  accounting.  It is the  obligation of the Fund's  Senior  Officers to
avoid improper conflicts of interest.

As a guiding principle,  a Senior Officer is expected to act in a manner that he
would wish another to act towards him if the roles were reversed.

APPLICABILITY

For purposes of this Code,  a Senior  Officer of the Fund means either the Chief
Executive  Officer  or  the  Chief  Financial  Officer  or  such  other  officer
performing the tasks of such officers in an official capacity.

COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS

A Senior  Officer  shall  maintain  working  knowledge  of and  comply  with all
applicable laws,  rules, and regulations of any government,  government  agency,
regulatory  organization and licensing  agencies  governing  matters of internal
controls and financial statement disclosure.


<PAGE>

A Senior  Officer will not knowingly  participate  or assist in any violation of
such laws, rules, or regulations.

FINANCIAL DISCLOSURE PROCEDURES

The  following  procedures  and  rules  are to  apply in all  manners  regarding
financial disclosure. Financial disclosure includes, without limitation, regular
periodic  reports to  shareholders  (e.g.,  Annual,  Semi-Annual,  and Quarterly
Reports),  press  releases,  reports to  regulatory  authorities  or  securities
exchanges,  reports to taxing authorities,  web pages,  information  released to
statistical subscriber services, etc.

A Senior  Officer  will not  knowingly  misstate a  material  fact nor will such
Officer fail to state a fact that is material under the circumstances.

A Senior  Officer  will use his best  efforts to seek to assure  that  financial
disclosure is clear and comprehensible.

In  manners  regarding  financial  disclosure,   a  Senior  Officer  will  avoid
selectively disclosing information,  except to service providers of the Fund and
applicable regulatory authorities that are expected to maintain  confidentiality
in accordance with ethical business practice.

A Senior Officer will make every  reasonable  effort to make sure that financial
disclosure is made in a timely manner.

A Senior Officer will provide and/or cause to be provided full  cooperation with
financial auditors and/or other regulatory/criminal investigators.

A Senior Officer will maintain  familiarity  with such basic principles of GAAP,
AICPA standards, FASB pronouncements, etc., as are necessary to carrying out the
obligation of fair and full financial accounting disclosure.

INTERNAL CONTROL PROCEDURES

A Senior  Officer will  maintain  working  knowledge of the Fund's  foundational
governance documents,  key contracts,  and  actions/resolutions  of its Board of
Directors and Board Committees.

A Senior Officer will make every  reasonable  effort to insure that the terms of
the Fund governance documents,  key contracts,  and actions of the Board and its
Committees are faithfully carried out.

A Senior  Officer will make every  reasonable  effort to insure,  including  the
establishment  of procedures as may be necessary,  the proper  authorization  of
securities  transactions and the compliance with requisite investment guidelines
and requirements.

A Senior  Officer will make every  reasonable  effort to insure,  including  the
establishment of procedures as may be necessary,  that payments for investments,
expenses, shareholder distributions, and other purposes have been properly made.
This may include the designation of certain persons as authorized agents.

A Senior  Officer will review the operations of the Fund and review the adequacy
of internal controls through the mechanism of the Fund's Disclosure and Internal
Controls Committee and such Committee's Procedures.


<PAGE>

ACTUAL AND APPARENT CONFLICTS OF INTEREST

A  "conflict  of  interest"  occurs  when a Senior  Officer's  private  interest
interferes with the interests of, or his service to, the Fund.

Certain conflicts of interest arise out of relationships between Senior Officers
and the Fund and already are subject to conflict of interest  provisions  in the
Investment Company Act of 1940 (the "Investment Company Act") and the Investment
Advisers  Act of 1940  (the  "Investment  Advisers  Act").  The  Fund's  and the
investment adviser's compliance programs and procedures are designed to prevent,
identify and correct, violations of these provisions. This Code does not, and is
not intended to,  repeat or replace  these  programs  and  procedures,  and such
conflicts fall outside the parameter of this Code.

Although  typically not presenting an opportunity for improper personal benefit,
conflicts  arise from, or as a result of, the contractual  relationship  between
the Fund and the  investment  adviser  of which  the  Senior  Officers  are also
officers  or  employees.  As a result,  this  Code  recognizes  that the  Senior
Officers  will, in the normal course of their duties  (whether  formally for the
Fund or for the adviser, or for both), be involved in establishing  policies and
implementing  decisions that will have different  effects on the adviser and the
Fund. The participation of the Senior Officers in such activities is inherent in
the contractual  relationship between the Fund and the adviser and is consistent
with the  performance by the Senior  Officers of their duties as officers of the
Fund.  Thus, if performed in conformity  with the  provisions of the  Investment
Company Act and the Investment  Advisers Act, such  activities will be deemed to
have been handled ethically.  In addition,  it is recognized by the Fund's Board
of Directors  that the Senior  Officers may also be officers or employees of one
or more other investment companies covered by this or other codes.

Other  conflicts of interest are covered by this Code, even if such conflicts of
interest are not subject to the provisions in the Investment Company Act and the
Investment Advisers Act. The overarching principle is that the personal interest
of a Senior Officer should not be placed  improperly  before the interest of the
Fund.

A Senior Officer must:

     (1) not use his personal influence or personal relationships  improperly to
         influence  investment  decisions  or  financial  reporting  by the Fund
         whereby the Senior Officer would benefit personally to the detriment of
         the Fund;

     (2) not cause the Fund to take action,  or to refrain  from taking  action,
         for the individual  personal  benefit of the Senior Officer rather than
         for the benefit of the Fund;

     (3) not use material non-public knowledge of portfolio transactions made or
         contemplated  by the Fund to trade  personally or cause others to trade
         personally in contemplation of the market effect of such transactions.

SUPERVISION

A Senior Officer will exercise appropriate supervision over employees, officers,
and other service providers to seek to insure that the foregoing  procedures are
followed.


<PAGE>

STANDARD OF CARE

A Senior Officer will exercise reasonable care in the carrying out of all duties
under this Code and as an officer of the Fund.

REPORTING AND ACCOUNTABILITY

A Senior  Officer must  promptly  notify the  President  of the Fund,  or a Vice
President he may designate,  promptly if he knows of any violation of this Code.
Failure to do so is itself a violation of this Code.

The President of the Fund, or a Vice President he may designate,  is responsible
for applying this Code to specific  situations in which  questions are presented
under  it and  has the  authority  to  interpret  this  Code  in any  particular
situation.

The Fund will follow these procedures in investigating and enforcing this Code:

     (1) the  President,  or a Vice  President he may  designate,  will take all
         appropriate action to investigate any potential  violations reported to
         him;

     (2) if, after such investigation,  the President or Vice President believes
         that no violation has occurred, no further action is required;

     (3) any matter that the President or Vice President believes is a violation
         will be reported to the Audit Committee;

     (4) if the Audit Committee  concurs that a violation has occurred,  it will
         inform the Board,  which will consider  appropriate  action,  which may
         include  review  of,  and  appropriate   modifications  to,  applicable
         policies and procedures,  notification of appropriate  personnel of the
         investment  adviser or its board,  or a  recommendation  to dismiss the
         Senior Officer.

The Board will be responsible for granting waivers, as appropriate,  such waiver
also  requiring  a majority  vote of the  independent  directors.  However,  any
changes to or waivers of this Code will, to the extent required, be disclosed as
provided by rules of the SEC.

CONSEQUENCES OF FAILURE TO COMPLY WITH THIS CODE

In the event that a Senior  Officer has not complied  with any provision of this
Code,  the Audit  Committee  shall  refer  the  matter  to the  Fund's  Board of
Directors.  The Board may impose appropriate  sanctions  including,  among other
things, censure and suspension or termination of such person's officership.

OTHER POLICIES AND PROCEDURES

This Code shall be the sole code of ethics  adopted by the Fund for  purposes of
Section  406 of the  Sarbanes-Oxley  Act and the rules and forms  applicable  to
registered  investment  companies  thereunder.  Insofar  as  other  policies  or
procedures of the Fund, the Fund's Investment Adviser or other service providers
govern or purport to govern the behavior or  activities  of the Senior  Officers
who are  subject to this Code,  they are  superseded  by this Code to the extent
that they overlap or conflict with the  provisions of this Code.  The Fund's and
its Investment  Adviser's  codes of ethics under Rule 17J-1 under the Investment
Company Act and the Investment  Adviser's other  compliance and control policies
and procedures  are separate  requirements  applying to the Senior  Officers and
others, and are not part of this Code.


<PAGE>

ACKNOWLEDGMENT

Upon the adoption of this Code and annually  thereafter and upon the appointment
of any  individual to a position as a Senior  Officer,  he or she is required to
sign the affirmation set forth on Exhibit A.

ANNUAL REVIEW AND AMENDMENTS

This Code of Ethics  shall be  reviewed  and  approved  by the  Fund's  Board of
Directors no less frequently than annually.

The  Directors may at any time make such  amendments  as they deem  necessary or
appropriate to effectuate the purposes of this Code. Such  amendments  require a
majority   vote  of  the  Board  of  Directors   and  a  majority  vote  of  the
non-interested Directors.

INTERNAL USE

This  Code is  intended  solely  for the  internal  use of the Fund and does not
constitute  an  admission,  by or on  behalf  of  the  Fund,  as  to  any  fact,
circumstance, or legal conclusion.

RE-ADOPTED BY THE BOARD OF DIRECTORS AT ITS MEETING OF JULY 22, 2005


<PAGE>


                                    EXHIBIT A

AFFIRMATION

I have read this Code of Ethics for Senior Officers. I further confirm that I am
a Senior Officer as defined  therein and have complied with the  requirements of
this Code.

                                      Date:
-----------------------------------        ---------------------

Name:
      -----------------------------

Title:
       ----------------------------



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