EXHIBIT 77D

FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
(the "Fund")


     The investment policies of the Fund have been changed effective
July 17, 2007 to allow the Fund to invest in:


INVESTMENT COMPANY SECURITIES.   The Fund may invest in
shares of other investment companies subject to the
limitations of the Investment Company Act of 1940, as
amended, the rules and regulations thereunder and in
certain circumstances Securities and Exchange Commission
exemptive orders.  To the extent that investment advisory
or brokerage expenses of an investment company are
reflected in the price of its shares held in the Fund's
portfolio, there will be a duplication of such expenses.