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

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

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

           FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN 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, 2006

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
offices of Willkie Farr & Gallagher  LLP, 787 Seventh  Avenue,  Conference  Room
45A,  New York,  New York  10019 at 8:30  a.m. ET, on April  21,  2006,  for the
following purposes:

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

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

         YOUR VOTE IS IMPORTANT!

         The Board of  Directors of each Fund has fixed the close of business on
January 30, 2006 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 22, 2006                           CHAD C. CONWELL
                                            SECRETARY

--------------------------------------------------------------------------------
SEPARATE  PROXY  CARDS  ARE  ENCLOSED  FOR EACH  FUND IN WHICH  YOU OWN  SHARES.
SHAREHOLDERS  WHO DO NOT EXPECT TO ATTEND THE 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, 2006

                              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,  2006,  at 8:30 a.m.  at the
offices of Willkie Farr & Gallagher  LLP, 787 Seventh  Avenue,  Conference  Room
45A, New York, New York 10019 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 22, 2006,  primarily by mail, but proxy  solicitations may also be made
by telephone, telefax or personal interviews conducted by officers of each Fund,
Flaherty & Crumrine Incorporated  ("Flaherty & Crumrine" or the "Adviser"),  the
investment  adviser of each Fund,  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
proportionally by the Funds.  Each Fund also will reimburse  brokerage firms and
others for their expenses in forwarding  solicitation material to the beneficial
owners of its  shares.  This proxy  statement  and form of proxy are first being
sent to shareholders on or about February 22, 2006.

     THE ANNUAL REPORT OF EACH FUND,  INCLUDING AUDITED FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED  NOVEMBER 30, 2005,  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
("SEC")  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 of that  proposal.  Under the
Bylaws 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 respect to matters to be voted
on by the class to which such Share belongs, with pro rata voting rights for any
fractional Shares. On the record date, January 30, 2006, 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)                           42,601,719                    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)                                    9,776,332                    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 30, 2006*:




         NAME AND ADDRESS OF BENEFICIAL/                               AMOUNT AND NATURE
         RECORD OWNER                               TITLE OF CLASS        OF OWNERSHIP                  PERCENT OF CLASS
                                                                                                  
         Cede & Co.**                                   Common       FFC -  42,520,353                     99.81%
         Depository Trust Company                        Stock       (record)
         55 Water Street, 25th Floor                                 FLC -   9,747,386                     99.70%
         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 February 10, 2006, the Directors and officers, as a group, owned less
     than 1% of each class of Shares of each Fund.
**   A nominee  partnership  of The Depository  Trust Company.



     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  separately for each of FFC and FLC 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 not approved by  shareholders  of the
other Fund,  the proposal  will be  implemented  for the Fund that  approved the
proposal  and will not be  implemented  for the Fund  that did not  approve  the
proposal.  It is therefore essential that shareholders  complete,  date and sign
EACH enclosed proxy card.  SHAREHOLDERS OF EACH FUND ARE ENTITLED TO VOTE ON THE
PROPOSALS PERTAINING TO THAT FUND.

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




                                                SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PREFERRED SECURITIES FUND (FFC)
------------------------------------------------------------------------------------------------------------------------------------
    PROPOSAL                                        COMMON SHAREHOLDERS                          AMPS SHAREHOLDERS
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
   1.  Election  of  Directors            Common  Shareholders  as  a  single  class      AMPS Shareholders  as a single  class
                                          elect  one  Director:  Morgan  Gust             elect one Director: Karen H. Hogan
------------------------------------------------------------------------------------------------------------------------------------
   2.  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             Common Shareholders as a single class        AMPS Shareholders as a single class
                                        elect one Director: Morgan Gust              elect one Director: Karen H. Hogan
------------------------------------------------------------------------------------------------------------------------------------
   2. 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.  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.

NOMINEES FOR THE BOARD OF DIRECTORS

     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. Gust and Ms.  Hogan,  each a Class II  Director of FFC,  have each been
nominated  for a  three-year  term to expire at FFC's  2009  Annual  Meeting  of
Shareholders and until their successors are duly elected and qualified. Mr. Gust
and Ms. Hogan,  each a Class II Director of FLC, have each been  nominated for a
three-year term to expire at FLC's 2009 Annual Meeting of Shareholders and until
their successors are duly elected and qualified.

     Under each Fund's Articles of Incorporation, Articles Supplementary and the
Investment  Company Act of 1940,  as amended (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. However, 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,  that when combined with the
two Directors  elected by the holders of AMPS,  would give the holders of AMPS a
majority of the Directors.  David Gale and Morgan Gust, as Directors,  currently
represent  holders of AMPS of each Fund.  Karen H. Hogan,  as a Director of each
Fund,  has been  nominated by each Fund's Board as a Director to represent  each
Fund's holders of AMPS (to replace Mr. Gust). A quorum of the AMPS  shareholders
must be present at the  Meeting of each Fund in order for the  proposal to elect
Ms. Hogan to be considered.

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

          FFC (Common Stock)                            Gust

          FFC (AMPS)                                    Hogan

          FLC (Common Stock)                            Gust

          FLC (AMPS)                                    Hogan

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.

                                       3






                                                                                               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:
DAVID GALE (1)                      Director          Class I Director     President and CEO        4              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)                     Flaherty & Crumrine
San Francisco, CA 94104                                                                                          Preferred Income
Age: 56                                                                                                          Fund Incorporated
                                                                                                             and Flaherty & Crumrine
                                                                                                               Preferred Income
                                                                                                              Opportunity Fund
                                                                                                                  Incorporated

MORGAN GUST (1)                     Director          Class II Director      Since March 2002,      4              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: 58                                                                  and marketing) since March           Preferred Income
                                                                        2002 and, for more than five          Opportunity Fund.
                                                                            years prior thereto,                Incorporated;
                                                                          Executive Vice President,             CoBiz,  Inc.
                                                                         and various other Vice              (financial services)
                                                                          President positions at
                                                                          Giant Industries, Inc.


KAREN H. HOGAN (2)                  Director          Class II Director      Retired; Community     4        Flaherty & Crumrine
301 E. Colorado Boulevard                           FFC - Since 2005        Volunteer; From Sept            Preferred Income Fund
Suite 720                                           FLC - Since 2005         1985 to Jan 1997,            Incorporated and Flaherty
Pasadena, CA 91101                                                        Senior Vice President of           & Crumrine Preferred
Age: 44                                                                   Preferred Stock Origination         Income Opportunity
                                                                           at Lehman Brothers and,            Fund Incorporated
                                                                        previously Vice President of
                                                                           New Product Development

ROBERT F. WULF                      Director          Class III Director     Financial Consultant;  4              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: 68                                                                       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              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                     Incorporated and
Age: 58                             Executive                                                                    Flaherty & Crumrine
                                    Officer                                                                       Preferred Income
                                                                                                                 Opportunity Fund
                                                                                                                   Incorporated

OFFICERS:
ROBERT M. ETTINGER                  President         Officer               President and Director  N/A            N/A
301 E. Colorado Boulevard                           FFC - since inception       of Flaherty
Suite 720                                           FLC - since inception       & Crumrine
Pasadena, CA 91101                                                              Incorporated
Age: 47

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 and  FFC - since inception       Incorporated since
Pasadena,  CA  91101                   Treasurer                               August 2001, and
Age: 30                                                                         previously (since
                                                                               January 1999) portfolio
                                                                               manager of Flaherty &
                                                                               Crumrine Incorporated

CHAD C. CONWELL                         Chief         Officer                   Chief Compliance    N/A            N/A
301 E. Colorado Boulevard            Compliance     FFC - since 2005               Officer
Suite 720                              Officer,     FLC - since 2005          of Flaherty & Crumrine
Pasadena, CA 91101                  Vice President                               Incorporated since
Age: 33                              and Secretary                              September 2005, and
                                                                                 since July 2005,
                                                                            Vice President of Flaherty
                                                                          & Crumrine Incorporated; from
                                                                         Sept 1998 to June 2005, Attorney
                                                                          with Paul, Hastings, Janofsky
                                                                                   & Walker LLP


                                       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              Vice President of    N/A                 N/A
392 Springfield Avenue          and Assistant         FFC - since 2003       Flaherty & Crumrine
Mezzanine Suite                   Treasurer         FLC - since inception    Incorporated since
Summit, NJ 07901                                                           May 2003; from June 2001
Age: 46                                                                   to 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

NICHOLAS DALMASO                 Vice President            Officer          Director of Claymore     N/A          Trustee, Dreman/
2455 Corporate West Drive       and Assistant       FFC - since inception     Group, LLC since                   Claymore Dividend
Lisle, IL 60532                   Secretary         FLC - since inception       January 2002.                    and Income Fund,
Age: 39                                                                      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

CHRISTOPHER D. RYAN               Vice President          Officer             Vice President of      N/A                N/A
301 E. Colorado Boulevard                            FFC - since 2005       Flaherty & Crumrine
Suite 720                                            FLC - since 2005   Incorporated since February
Pasadena, CA 91101                                                        2005; from Oct 2002 to
Age: 38                                                                 Feb 2004, Product Analyst of
                                                                            Flaherty & Crumrine
                                                                                Incorporated


                                       6






                                                                                               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:

LAURIE C. LODOLO                   Assistant              Officer          Assistant Compliance        N/A              N/A
301 E. Colorado Boulevard         Compliance       FFC - since 2004       Officer of Flaherty &
Suite 720                      Officer, Assistant  FLC - since 2004       Crumrine Incorporated
Pasadena, CA 91101                Treasurer and                             since August 2004;
Age: 41                       Assistant Secretary                          since February 2004,
                                                                          Secretary of Flaherty &
                                                                          Crumrine Incorporated;
                                                                            since January 1987
                                                                        Account Administrator of
                                                                           Flaherty & Crumrine
                                                                              Incorporated

------------------
*        The  Class  II  Directors  of  each  Fund  have  been  nominated  for a
         three-year  term to  expire  at each  Fund's  2009  Annual  Meeting  of
         Shareholders  and until their sucessors are duly elected and qualified.
         The 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  qualifed.  The Class I Director each Fund will serve until
         each Fund's 2008 Annual Meeting of Shareholders and until his successor
         is 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,  currently  represents  holders  of  AMPS.
(2)      As a Director, nominated to represent holders of AMPS.
(3)      "Interested  person" of the Funds as defined in the 1940 Act. Mr.
         Crumrine is considered an  "interested  person"  because of his
         affiliation with the Adviser.




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.

                                       7





                                                                            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:               ---                     ---                       -----
                                                                                  
David Gale                               C                       C                          E

Morgan Gust                              C                       C                          E

Karen H. Hogan                           A                       A                          A

Robert F. Wulf                           C                       C                          D

INTERESTED DIRECTORS:

Donald F. Crumrine                      E(4)                   E(4)                       E(4)

--------------
*        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 February 10, 2006.
(1)      No Director or officer of the Funds owned any shares of AMPS on
         February 10, 2006.
(2)      This information has been furnished by each Director as of February 10,
         2006.  "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 Incorporated
         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  Incorporated or any of their  affiliates  receives for each
Fund a fee of $9,000 per annum plus $500 for each  in-person  meeting  attended,
and $150 for each telephone meeting attended.  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 seven meetings
(three  of which  were  held by  telephone  conference  call)  and the  Board of
Directors  of FLC held seven  meetings  (three of which  were held by  telephone
conference  call)  during the fiscal  year ended  November  30,  2005,  and each
Director 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.  The aggregate
remuneration  paid to the  Directors  of each  Fund for the  fiscal  year  ended
November 30, 2005 is set forth below:



-----------------------------------------------------------------------------------------------------------------------
                                                                      BOARD MEETING                      TRAVEL AND
                                     ANNUAL                                AND                          OUT-OF-POCKET
                                 DIRECTORS FEES                  COMMITTEE MEETING FEES                   EXPENSES*
-----------------------------------------------------------------------------------------------------------------------
                                                                                                   
 FFC                                 $36,000                             $24,900                            $3,993
 FLC                                 $36,000                             $24,900                            $3,993
-----------------------------------------------------------------------------------------------------------------------

--------------
 *   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  thereof;  (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 27, 2006 and which is  available  on the Funds'  website
(www.fcclaymore.com). As set forth in the Charter, management is responsible for
(i)  the  preparation,  presentation  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 com-

                                       8


pliance with  accounting  standards and  applicable  laws and  regulations.  The
Funds' independent registered public accounting firm ("independent accountants")
is  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 26,
2006, 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, 2005,
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, 2005.


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

David Gale
Morgan Gust
Karen H. Hogan
Robert Wulf (Chairman)

January 27, 2006

     Each  Audit  Committee  met four  times  in  connection  with its  Board of
Directors regularly scheduled meetings during the fiscal year ended November 30,
2005. 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
Ms. Hogan and Messrs. 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 Ms. Hogan and Messrs.  Gale,  Gust and Wulf.  The  Nominating
Committee of each Fund met twice during the fiscal year ended November 30, 2005.
The Nominating Committee is responsible for identifying  individuals believed to
be qualified to become Board members and  recommending to the Board 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).


                                       9


     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  (except Ms.
Hogan,  who was not a Director at that time)  attended the April 21, 2005 Annual
Meetings 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,
2005.  No  executive   officer  or  person   affiliated  with  a  Fund  received
compensation  from a Fund  during the fiscal  year ended  November  30,  2005 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 (0)
Director, Vice President and
Assistant Secretary

MARTIN BRODY***                                                     $8,523 - FFC                      $25,940(0)
Director                                                            $8,523 - FLC

DAVID GALE                                                          $14,600 - FFC                     $58,700(4)
Director                                                            $14,600 - FLC

MORGAN GUST                                                         $14,450 - FFC                     $58,100(4)
Director                                                            $14,450 - FLC

KAREN H. HOGAN****                                                  $5,927 - FFC                      $30,160(4)
Director                                                            $5,927 - FLC

ROBERT F. WULF                                                      $17,400 - FFC                     $69,900(4)
Director                                                            $17,400 - 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, 2005,  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,
        2005.
**      Mr. Dalmaso resigned as a Director of each Fund effective April 21, 2005.
***     Mr. Brody resigned as a Director of each Fund effective July 22, 2005.
****    Ms. Hogan became a Director of each Fund on July 22, 2005.



                                       10


REQUIRED VOTE

     The  election  of Mr.  Gust as a  Director  of each Fund will  require  the
affirmative  vote of a  plurality  of the votes cast by holders of the shares of
Common Stock of each Fund at the Meeting in person or by proxy.  The election of
Ms.  Hogan as a Director  of each Fund 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.

                      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 2007 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 October 22, 2006
and must satisfy the other  requirements of federal securities laws.

     Each Fund's Bylaws 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  Bylaws  with  respect to each matter the  shareholder  proposes to bring
before the annual meeting.

                             ADDITIONAL INFORMATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     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, 2006.  KPMG acted as the  independent  accountants for each
Fund for the fiscal year ended  November 30,  2005.  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 years ended November 30, 2004 and 2005,  respectively.




                     FISCAL YEAR ENDED                    AUDIT-RELATED
FUND                    NOVEMBER  30        AUDIT FEES       FEES         TAX  FEES*        ALL OTHER  FEES**
----                    ------------        ----------       ----         ----------        -----------------
                                                                                 
FFC                       2004               $36,500          $0           $6,000               $12,800
                          2005               $38,500          $0           $6,400               $13,700

FLC                       2004               $36,500          $0           $6,000               $12,800
                          2005               $38,500          $0           $6,400               $13,700

*    "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.
**   "All Other Fees" are those fees  billed to each Fund by KPMG in  connection
     with the preparation of a quarterly  agreed-upon-procedures  report.  These
     Agreed-Upon-Procedures  ("AUP") are requirements  arising from the Articles
     Supplementary creating th Fund's Preferred Stock. Specifically, Moody's and
     Fitch each require that such AUP be undertaken  and a report be provided in
     order to maintain their rating on the AMPS.



     Each Fund's  Audit  Committee  Charter  requires  that the Audit  Committee
pre-approve  all audit and non-audit  services to be provided by the independent
accountants  to the Fund,  and all  non-audit  services  to be  provided  by the
independent  accountants  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  ("affiliates"),  if the
engagement  relates  directly to the operations and financial  reporting of each
Fund, 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,  2005  and  fiscal  year  ended  November  30,  2004  were
pre-approved by the Audit Committee.

                                       11



     For each Fund's fiscal year ended  November 30, 2005,  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.

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 2005, 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
at the  meeting for  purposes  of  determining  the  presence of a quorum.  With
respect to Proposal 1,  abstentions  do not constitute a vote "for" or "against"
the  proposal and will be  disregarded  in  determining  the "votes cast" on the
proposal.

                    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.

                                       12


                      This Page Left Blank Intentionally.






                              DETACH HERE                                ZFCAC2

          FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS

     The   undersigned   holder  of  shares  of  Common   Stock  of  Flaherty  &
Crumrine/Claymore  Total Return 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,  each 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
offices of Willkie Farr & Gallagher  LLP, 787 Seventh  Avenue,  Conference  Room
45A,  New York,  New York  10019 at 8:30 a.m.  ET,  on April 21,  2006,  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
TOTAL RETURN FUND
C/O PFPC
P.O. BOX 8586
EDISON, NJ 08818-8586


                               DETACH HERE                                ZFCAC1

X Please mark                                                               3519
  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.

PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSAL.
1. ELECTION OF DIRECTOR
Nominee: (01) Morgan Gust
FOR     WITHHELD

The Board of Directors recommends that the shareholders vote "FOR" the election
of the nominee as Director.

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                                ZFCA82

          FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS

     The undersigned holder of shares of Auction Market Preferred Stock ("AMPS")
of  Flaherty &  Crumrine/Claymore  Total  Return 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,  each 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 offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, Conference Room
45A,  New York,  New York  10019 at 8:30 a.m.  ET,  on April 21,  2006,  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
TOTAL RETURN FUND
C/O PFPC
P.O. BOX 8586
EDISON, NJ 08818-8586



                               DETACH HERE                                ZFCA81

X Please mark                                                               3519
  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.

PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSAL.
1. ELECTION OF DIRECTOR
NOMINEE: (01) Karen H. Hogan
FOR     WITHHELD

The Board of Directors recommends that the shareholders vote "FOR" the election
of the nominee as Director.

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:---------