nvcsr
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-06179
Flaherty & Crumrine Preferred Income Fund Incorporated
(Exact name of registrant as specified in charter)
301 E. Colorado Boulevard, Suite 720
Pasadena, CA 91101
(Address of principal executive offices) (Zip code)
Donald F. Crumrine
Flaherty & Crumrine Incorporated
301 E. Colorado Boulevard, Suite 720
Pasadena, CA 91101
(Name and address of agent for service)
registrants telephone number, including area code: 626-795-7300
Date of fiscal year end: November 30
Date of reporting period: November 30, 2011
Form N-CSR is to be used by management investment companies to file reports with the Commission not
later than 10 days after the transmission to stockholders of any report that is required to be
transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR
270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission
will make this information public. A registrant is not required to respond to the collection of
information contained in Form N-CSR unless the Form displays a currently valid Office of Management
and Budget (OMB) control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the burden to Secretary,
Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance requirements of 44
U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
FLAHERTY & CRUMRINE PREFERRED INCOME FUND
To the Shareholders of Flaherty & Crumrine Preferred Income Fund:
We begin with some good newsthe Fund ended the fiscal year with a bit of extra income, so
shareholders of record on December 22, 2011 received a special one-time distribution of $0.047 per
share. This was in addition to the regular monthly dividend of $0.093 per share.
During the fourth fiscal quarter of 20111, total return on net asset value2
of the Fund was -2.2%; the return for the full fiscal year was +5.7%. Total return based on
market price of Fund shares for the comparable periods was +2.4% and +24.0% respectively. The table
below presents these and other performance measures of interest to investors.
TOTAL RETURN ON NET ASSET VALUE
FOR PERIODS ENDED NOVEMBER 30, 2011
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Actual Returns |
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Average Annualized Returns |
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Three |
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Six |
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One |
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Three |
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Five |
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Ten |
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Life of |
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Months |
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Months |
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Year |
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Years |
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Years |
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Years |
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Fund(1) |
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Flaherty & Crumrine Preferred Income Fund |
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-2.2 |
% |
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-4.8 |
% |
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5.7 |
% |
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36.4 |
% |
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2.7 |
% |
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5.9 |
% |
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9.4 |
% |
Barclays Capital U.S. Aggregate Index(2) |
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0.8 |
% |
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3.5 |
% |
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5.5 |
% |
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7.7 |
% |
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6.1 |
% |
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5.6 |
% |
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6.9 |
% |
S&P 500 Index(3) |
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2.9 |
% |
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-6.3 |
% |
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7.8 |
% |
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14.1 |
% |
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-0.2 |
% |
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2.9 |
% |
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8.6 |
% |
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(1) |
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Since inception on January 31, 1991. |
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(2) |
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The Barclays Capital U.S. Aggregate Index represents securities that are SEC-registered,
taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market,
with index components for government and corporate securities, mortgage pass-through securities,
and asset-backed securities. It is generally considered to be representative of the domestic,
investment-grade, fixed-rate, taxable bond market. Unless otherwise noted, index returns reflect
the reinvestment of dividends and capital gains, if any, but do not reflect fees, brokerage
commissions or other expenses of investing. This index was formerly known as the Lehman Brothers
U.S. Aggregate Index. |
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(3) |
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The S&P 500 is a capitalization-weighted index of 500 common stocks. The index is designed to
measure performance of the broad domestic economy through changes in the aggregate market value of
500 stocks representing all major industries. |
Current performance may be lower or higher than the quoted past performance, which cannot
guarantee future results. In addition, NAV performance will vary from market price performance, and
you may have a taxable gain or loss when you sell your shares.
Financial markets have been highly volatile in recent months, driven largely by economic
jitters in Europe and the United States. As reflected in the numbers above, the market for
preferred securities has also been uneven. Despite these challenging conditions, the Fund is
achieving its primary objective of high current income. The monthly dividend was raised twice
during the fiscal year; as of November 30th, the distribution rate stood at 8.2% based
on market price of Fund shares.
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1 |
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September 1, 2011 November 30, 2011 |
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Following the methodology required by the SEC, total return includes income and
principal change, plus the impact of the Funds leverage and expenses. |
When the economic narrative of 2011 is ultimately written, it seems certain the focus
will be on politics in the United States and Europe, and the terms circus and dysfunction will
be prominent. Weve known sovereign debt burdens in Europe and the U.S. are not sustainable without
major, politically-difficult reforms. The only question was when that day of reckoning would
arrive.
In Europe, awareness of the sovereign debt crisis built slowly over the past two years, and
political leaders dragged their feet during most of that time. They finally appear to have gotten
serious and are quickening the pace of needed reforms, although much work remains to be done.
The U.S. is also on a risky long-term budgetary path, with political expediencies of
Washington D.C. thus far taking precedence over addressing the problem. In addition, without the
luxury of running large deficits, state and local governments have been dramatically cutting
spending to manage their own fiscal challenges. Businesses and households, on the other hand,
continue to reduce their debt burdens and are fundamentally (though not uniformly) healthy. We
expect this dichotomy between an improving private sector and a deteriorating public sector to
persist in 2012, which is likely to keep market volatility elevated and dampen near-term economic
growth.
Prices on securities issued by European companies have been hit particularly hard. As of
November 30th, 12% of the Funds portfolio consisted of securities issued or guaranteed
by banks and insurance companies based in Europe. As weve discussed previously, each of these
companies has operations throughout the world, but is tied most closely to economic conditions in
the Eurozone. We believe these issuers are well capitalized and well managed, and therefore better
able to handle market turbulence, but continued weakness in the Eurozone will be a challenge.
Several of these positions declined in value during the quarter, contributing to the drop in NAV.
In the U.S., stocks and bonds issued by financial institutions also have been under pressure.
Slow economic growth and unresolved regulatory issues continue to have investors wary of the
industry. In our view, expanded in the discussion section that follows, the credit quality of the
industry is far better than at any time in the recent past. For the foreseeable future, we believe
the best opportunities in the financial sector will be found in preferred securities.
Once again we use the occasion of our annual report to dig more deeply into several topics of
interest to shareholders. We hope youll read on and learn more about your Fund, as well as our
thoughts on the factors important to its outlook. In addition, we encourage you to visit the Funds
website www.preferredincome.com for a more in-depth discussion of conditions in both preferred
markets and the broader economy.
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Sincerely, |
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Donald F. Crumrine
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Robert M. Ettinger |
Chairman
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President |
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December 30, 2011 |
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2
DISCUSSION TOPICS
The Funds Portfolio Results and Components of Total Return on NAV
The table below reflects performance over both the recent six months and the Funds fiscal
year of each element comprising total return of the Fund, namely: (a) investing in a portfolio of
securities; (b) hedging that portfolio of securities against significant increases in long-term
interest rates (see the following discussion on status of the Funds interest-rate hedging
strategy); and (c) utilizing leverage to enhance returns to shareholders. Next, we compute the
impact of the Funds operating expenses. All of the parts are summed to determine total return on
NAV.
Components of PFDs Total Return on NAV
for the Fiscal Year Ended November 30, 2011
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Six Months* |
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One Year |
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Total Return on Unleveraged Securities Portfolio (including principal
change and income)
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-2.3
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% |
+5.5 |
% |
Return from Interest Rate Hedging Strategy
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N/A
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N/A |
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Impact of Leverage (including leverage expense)
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-1.7
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% |
+1.7 |
% |
Expenses (excluding leverage expense)
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-0.8
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% |
-1.5 |
% |
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* Actual, not annualized.
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Total Return on NAV |
-4.8
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% |
+5.7 |
% |
For comparison, the following table displays returns over the same two time periods on four
indices compiled by Bank of America Merrill Lynch, reflecting various segments of the preferred
market. In addition, we have calculated and included a fifth measurea composite of these four
indices weighted by the size of each segment. In our view, this composite represents a broad
measure of the entire preferred market. Because the index returns exclude all expenses and the
impact of leverage, they compare most directly to the top line in the Funds performance table. As
you can see, the Fund outperformed the composite by a substantial amount over the fiscal year,
though the results have been much closer during the past six months.
Total Returns of Bank of America Merrill Lynch Preferred Securities Indices*
for Periods Ended November 30, 2011
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Six Months |
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One Year |
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BofA Merrill Lynch 8% Capped DRD Preferred Stock IndexSM |
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+2.0 |
% |
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+8.1 |
% |
BofA Merrill Lynch 8% Capped Hybrid Preferred Securities IndexSM |
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-1.9 |
% |
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+3.2 |
% |
BofA Merrill Lynch 8% Capped Corporate U.S. Capital Securities IndexSM |
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-4.1 |
% |
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+1.9 |
% |
BofA Merrill Lynch Adjustable Preferred Stock, 7% Constrained IndexSM |
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-15.2 |
% |
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-8.4 |
% |
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Composite Preferred Market Benchmark Index |
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-2.4 |
% |
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+3.2 |
% |
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* |
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The Bank of America Merrill Lynch 8% Capped DRD Preferred Stock IndexSM (P8D0)
includes investment grade preferred securities issued by both corporations and government agencies
that qualify for the corporate dividend received deduction with issuer concentration capped at a
maximum of 8%. The Bank of America Merrill Lynch 8% Capped Hybrid Preferred Securities IndexSM
(P8HO) includes taxable, fixed-rate, U.S. dollar-denominated investment-grade, preferred
securities listed on a U.S. exchange with issuer concentration capped at 8%. The Bank of America
Merrill Lynch 8% Capped Corporate U.S. Capital Securities IndexSM (C8CT) includes investment grade fixed rate or
fixed-to-floating rate $1,000 par securities that receive some degree of equity credit from the
rating agencies or their regulators with issuer concentration capped at a maximum of 8%. The Bank
of America Merrill Lynch Adjustable Preferred Stock, 7% Constrained IndexSM (P0AC)
includes adjustable rate preferred securities issued by U.S. corporations and government agencies
with issuer concentration capped at a maximum of 7%. The Composite Preferred Market Benchmark
Index weights the above four Bank of America Merrill |
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Lynch indices by that market segments relative size according to Flaherty & Crumrine data (42.0%
P8HO, 36.0% C8CT, 18.3% P8D0, 3.7% P0AC). All index returns include interest and dividend
income, and, unlike the Funds returns, are unmanaged and do not reflect any expenses. |
Total return on NAV also includes the impact of expenses and leverage (the bottom line on
the Fund performance table). When compared to the market indices, we reach a similar conclusion,
though the differentials are greater for both measurement periods.
Total Return on Market Price of Fund Shares
While our focus is primarily on managing the Funds investment portfolio, our shareholders
actual return is comprised of the Funds monthly dividend payments plus changes in its market
price. During the twelve months ending November 30, 2011, total return on market price of Fund
shares was +24.0%.
In a perfect world, the market price of Fund shares would closely track the Funds net asset
value. As can be seen from the graph below, over the life of the Fund this often has not been the
case. However, for almost all of the past year the Funds market price has been above its NAV (in
market parlance, trading at a premium). Because the Fund began fiscal 2011 with its market price
at only a modest premium to NAV and ended the fiscal year significantly above, the total return
earned on market price materially exceeded the total return on NAV shown in the first table on the
previous page.
Based on a closing price of $14.14 on December 30th, the current annualized
yield on market price of the Funds shares (assuming the current monthly distribution of $0.093
does not change) is 7.9%. In our opinion, this distribution rate measures up favorably with most
comparable investment opportunities.
Preferred Market Conditions
Conditions in the market for preferred securities have been mixed recently, as participants
sort through a great deal of conflicting information. Improving trends in credit quality have been
countered by tepid economic growth and European sovereign risk concerns. Politicians and
regulators have been slow to
4
resolve issues big and small, leaving investors with large unknowns in their decision-making
processes. These uncertainties have sent many investors to the sidelines and pushed down prices of
preferred securities.
Trading volumes for most preferred securities have declined recently, but by most measures the
markets remain healthy. Flows tend to be lumpier, indicating an increase in institutional trades
along with a drop in retail activity. Price volatility remains stubbornly high for the
traditionally sleepy preferred market. We expect this will persist over the near term given current
uncertainties in both macroeconomic and political environments.
New issue activity has been slow, and redemptions continue to outpace new supply. However,
when new preferred securities have been issued, demand has been reasonably strong. Investors are
cautious, but if an issue is structured and priced properly, demand has been high.
Looking to the future, we believe investor concerns, while real, have gone too far. U.S.
economic growth has improved following surprisingly slow growth in the first half of 2011, and our
outlook is for continued, though modest growth.1 We believe the risk of deflation has
receded and economic growth should return to the 2-3% range. Although thats slow for a typical
recovery from recession, it should be fast enough to accommodate ongoing household and financial
sector deleveraging and balance sheet improvement. It also should keep new issuance of preferred
securities relatively light. We see this as a fundamentally constructive environment for
preferreds.
The major risk to this outlook is the sovereign debt crisis in Europe. From our perspective as
preferred investors, we see three recent painful but ultimately positive developments that
represent real progress toward a comprehensive solution to the crisis in Europe. First, markets
over the second half of the year lost patience with the piecemeal actions taken previously in
Europe, prompting policymakers to agree in July to an expansion of the European Financial Stability
Facility (EFSF). Although additional funds from the European Central Bank (ECB) or elsewhere may
prove necessary, this was a major step up from previous efforts. Second, policymakers recognized
that the sovereign debt crisis has also become a banking crisis, given the sizable holdings of
sovereign debt at European banks. Banks that need additional capital under recent stress tests are
being required to raise it in the marketplace; if they are unable to do so, member states or the
EFSF will provide the capital. In addition, the ECB has both eased monetary policy and expanded its
lending facilities, offering ample liquidity to European banks. Third, European Monetary Union
members recently agreed to a meaningful degree of fiscal union, which should help deliver greater
fiscal discipline in the future. There is still much work to do in Europe, but things are finally
moving in the right direction.
In the U.S., credit trends in major sectors of the preferred market show ongoing improvement.
Problem loans at banks are falling, with both new delinquencies and charge-offs declining. Earnings
at banks are likely to remain under some pressure given falling net interest margins, rising costs
of regulatory compliance and, for some banks, mortgage-related litigation. However, from a
preferred investors perspective, we think this will be offset by greater balance sheet strength
and more-focused, lower-risk business operations.
Insurance company credit fundamentals remain healthy and business volumes generally have
remained good. Property and casualty companies have had to pay sizable claims on recent natural
disasters, but their balance sheets are very strong and premiums are rising. Life insurance
companies are facing some earnings
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1 |
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For a detailed explanation of our economic views, see our Fourth-Quarter U.S. Economic Update. |
5
stress and balance-sheet volatility, but most have comfortable capital cushions and solid
earnings streams that can weather those near-term headwinds.
Electric utilities have been an anchor of stability in recent years. While sales volumes are
growing a little more slowly than expected, balance sheets are strong and earnings are rising
modestly on incremental (but rarely transformational) capital expenditures. As preferred investors,
we are satisfied with strong fixed charge coverage and 9-10% return on equity, which is what we see
at a number of utilities. Other sectors, including real estate investment trusts, pipeline, energy,
and industrial companies show similar stable or improving credit profiles.
On the two major bank regulatory fronts (Dodd-Frank Wall Street Reform and Consumer Protection
Act and Basel Committee on Banking Supervision), there has been only limited progress in recent
months. Regulatory uncertainty has limited the amount of new issue supply in the preferred market,
as banks cannot be sure that preferred stock issues sold today will qualify as Tier 1 capital in
2013 and beyond. We expect the supply pipeline to remain low until capital rules are clarified. The
uncertainty, however, has not prevented issuers from redeeming certain preferred securities that
are expensive in todays low-yield environment.
On balance, we expect continued improvement in credit fundamentals, partially offset and
sometimes overwhelmed by nervousness over Europe. Although that probably will make for volatile
markets, we still see good opportunity in preferred securities.
Bank Credit Quality and Ratings Diverge
In the aftermath of the credit crisis, the three largest nationally-recognized statistical
rating organizations Moodys Investors Service, Standard & Poors, and Fitch Ratings have
lowered their ratings on preferred securities issued by banks. Although their reasoning varies (we
are painting with a broad brush here), the rating agencies have cited two primary reasons for the
lower ratings. First, they generally have lowered senior debt ratings on banks in recent years to
reflect what they view as greater risk at these institutions and a lower likelihood that banks will
receive government financial support in a crisis. Second, they often have lowered ratings on
preferred securities relative to senior debt of the same issuer, in part reflecting a view that
regulators will force preferred capital providers to absorb losses prior to receiving government
financial support in any future crisis.
These actions have resulted in lower ratings on a number of preferred securities held in the
Funds portfolio. Although we base our investment decisions primarily on our own assessment of an
issuers creditworthiness (along with an analysis of each issues particular terms and conditions),
we still pay attention to the impact of these downgrades on the portfolio. That is because the
Funds investment guidelines incorporate ratings thresholds, and we must manage within the rating
guidelines for the Fund.
This does not mean that we agree with these ratings. In particular, we believe that most U.S.
banks are now considerably healthier than they were before the crisis, yet they are rated lower by
the agencies. Part of that reflects agency ratings that often were too high prior to the crisis.
However, we think many current bank preferred ratings underappreciate both the enormous increase in
common equity capital and the lower risk profile at banks in the wake of financial reform
legislation and upcoming capital requirements. For many U.S. bank preferreds today, lower agency
credit ratings do not necessarily mean lower credit quality. Our job is to know which companies
deserve the lower ratings and which do not.
Monthly Distributions to Fund Shareholders
The Fund makes monthly distributions of income to shareholders consistent with its primary
objective of providing high current income. Effectively, the Fund earns its income both by
investing its assets in income
6
producing securities, such as preferred securities, and by employing leverage to borrow additional
money and invest the proceeds in more income-producing securities.
This use of leverage is an important part of the Funds strategy to produce high current
income, because, over time, the cost of leverage typically is lower than the yield on the Funds
portfolio. The difference between what the Fund earns on its investments and pays on the money it
borrows increases the income available to common shareholders.
This past year, leverage has had a particularly meaningful impact on the Funds distributions.
First, the Fund twice lowered the rate it paid for leverage, and for the fiscal year paid a
weighted-average interest rate of 1.202% on its borrowed money (versus much higher current yields
generated by the Funds portfolio). Second, as the Funds net asset value improved during the year,
the Fund was able to increase the amount of leverage employed. Both the lowering of rates and the
increase in leverage balances supported the Funds two dividend increases during the year.
Even though it would seem to be fairly straightforward, we believe there is a bit of art
involved in setting dividend policy. One approach would be for the Fund to simply pay out its net
earnings each month. Because of the uneven nature of the Funds income and expenses and, over
longer stretches of time, changes in the Funds cost of leverage this approach would likely
result in distribution rates that would change frequently. This has never seemed terribly appealing
to us.
We believe our shareholders are better served by a more stable level of monthly distributions.
In striving for more stability, and to reflect inherent uncertainty in predicting future net
earnings, in any particular month the Fund may pay out less than the amount earned for that same
month; in other months, the distribution may be comprised of current months earnings plus income
from prior months. Nonetheless, as a general matter, the Fund tries to set dividend rates that will
result in it distributing to shareholders most of the net income it earns during a year.
It is important, however, that shareholders understand the primary drivers behind dividend
policy, and not confuse stable dividend with constant dividend. Broad trends in top-line
portfolio income and changes in the cost of leverage (short-term rates) will require the Fund to
modify the ongoing dividend rate periodically.
This year the Fund ended up with a little bit of extra income at the end of year, mainly due
to timing of leverage increases relative to timing of dividend adjustments. As in the past, the
Fund has decided to make a small extra distribution of $0.047 per share and to carry over a bit of
income for distribution in the next fiscal year period.
Status of the Funds Hedging Strategy
The Fund suspended its interest rate hedging program as the financial crisis intensified in
the autumn of 2008. There were three principal reasons why we stopped hedging the long-term
interest rate risk of the portfolio at that time. First, the relationship between preferred
securities prices and the Funds hedging instruments (Treasury bond futures, interest rate swaps,
or options on both) broke down during the financial crisis, and hedging lost its effectiveness.
Second, the cost of hedging rose dramatically, as the yield curve steepened, volatility increased,
and options prices rose. Finally, preferred securities became exceptionally cheap and were likely
to offer high returns to shareholders even if long-term Treasury yields increased. We believed
hedging simply would not work under market conditions existing at the time.
Today, the correlation between preferred securities and our hedge instruments has improved,
but it remains both weaker and significantly less stable than historical norms. A steep yield curve
and high option implied volatility continue to make hedging very expensive. And, the decline in
preferred securities prices
7
since mid-year makes them less sensitive to higher long-term Treasury or interest-rate swap yields.
Although market conditions are not as extreme as they were in 2008, hedging still does not make
sense to us.
We will add another reason to the above list: the lower duration (i.e., interest rate
sensitivity) of the portfolio today. Changes in regulation (especially for banks) and rating
agency criteria combined with a sustained low-yield environment have substantially increased the
probability that certain preferred securities will be called over the next several years. This has
reduced the duration of the Funds portfolio, meaning it is less sensitive to higher long-term
interest rates than it has been historically reducing the need for interest rate hedging. That
may change in the future as issuers replace called securities with new, long-duration preferreds.
If the portfolios interest rate sensitivity increases, we may be more willing to spend a bit on
hedging, although the cost and anticipated effectiveness of doing so will always be important. We
will continue to evaluate market conditions and the composition of the Funds portfolio, and we may
reinstate the hedge if we judge that conditions warrant it.
Federal Tax Advantages of 2011 Calendar Year Distributions
In 2011, the Fund passed on a portion of its income to individuals in the form of qualified
dividend income or QDI. Under federal law, QDI is taxed at a maximum 15% rate instead of an
individuals ordinary income tax rate.
In calendar year 2011, approximately 52% of distributions made by the Fund was eligible for
QDI treatment. For an individual in the 28% marginal tax bracket, this means that the Funds total
distributions will only be taxed at a blended 21.2% rate versus the 28% rate which would apply to
distributions by a fund containing traditional corporate bonds. This tax advantage means that, all
other things being equal, such an individual who held 100 shares of Common Stock of the Fund for
the calendar year would have had to receive approximately $124.92 in distributions from a
traditional corporate bond fund to net the same after-tax amount as the $114.20 distributions paid
by the Fund.
For detailed information about tax treatment of particular distributions received from the
Fund, please see the Form 1099 you receive from either the Fund or your broker.
Corporate shareholders also receive a federal tax benefit from the 22.8% distributions that
were eligible for the inter-corporate dividends received deduction or DRD.
It is important to remember that composition of the portfolio and income distributions can
change from one year to the next, and that the QDI or DRD portions of 2012s distributions may not
be the same (or even similar) to 2011.
8
INVESTMENT POLICY MODIFICATION
On February 3, 2011, the Fund announced the following changes to its investment policies.
These changes were effective on April 4, 2011.
Old Policy: At time of purchase, at least 75% of the securities that the Fund will acquire
will be rated investment grade by either Moodys Investors Services, Inc. (Moodys) or Standard &
Poors Corporation (S&P), or, if unrated, judged to be comparable in quality. In addition, the
Fund may invest up to 25% of its assets at the time of purchase in securities rated below
investment grade by both Moodys and S&P, if (a) such securities are rated at least Ba3 by
Moodys or BB- by S&P and (b) such securities are issued by an issuer having an outstanding class
of senior debt rated investment grade at the time of purchase. Thus, the Fund may not invest in
securities rated below Ba3 by Moodys and below BB- by S&P.
New Policy: At time of purchase, at least 75% of the securities that the Fund will acquire
will be rated investment grade by any one of Moodys, S&P or Fitch Ratings Group (Fitch). In
addition, the Fund may invest up to 25% of its assets at the time of purchase in securities rated
below investment grade by all of Moodys, S&P and Fitch, provided that (a) such securities are
rated at least Ba3 by Moodys, BB- by S&P, or BB- by Fitch or (b) such securities are issued
by an issuer having an outstanding class of senior debt rated investment grade by any one of
Moodys, S&P, or Fitch at the time of purchase. Thus, the Fund may invest in securities rated below
Ba3 by Moodys, BB- by S&P and BB- by Fitch if the issuer has investment grade senior debt
outstanding.
Impact of Changes:
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(1) |
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Fitch is now one of the approved ratings agencies for determining whether a security meets
the definition of investment grade for purposes of the Funds policy of investing at least 75%
of its assets in securities rated investment grade at the time of purchase or in securities of
equivalent quality; |
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(2) |
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The Fund may now purchase securities rated below Ba3/BB-/BB- by each of Moodys, S&P and
Fitch, respectively, as long as the senior debt of the same issuer is rated investment grade by
any one of Moodys, S&P or Fitch at the time of purchase; and |
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(3) |
|
If the senior debt of an issuer is unrated or it has no outstanding senior debt, the Fund
may now purchase its preferred securities if they are rated at least Ba3/BB-/BB- by any one of
Moodys, S&P or Fitch, respectively. |
As a result of these changes, a security would be counted as investment grade if it had an
investment grade rating by any one of Moodys, S&P or Fitch, even if the other two rating agencies
rated it below investment grade. The effect of this change would be to reduce the Funds holdings
deemed below investment grade purchases, as of January 31, 2011, from 15.9% to 12.4%. In addition,
the Fund would be authorized to purchase below Ba or BB securities of investment grade issuers,
subject to an overall 25% limit on purchasing below investment grade securities. While this change
would permit the Fund to acquire securities rated B and below, the Funds adviser has no current
intention of doing so.
As before, the Fund will apply the ratings criteria at the time of purchase and the Fund will
not be required to dispose of securities if, after purchase, they are downgraded, although the
adviser may take this into account in determining whether to retain the security. As a result, more
than 25% of the Funds holdings at any time may be rated below investment grade or in equivalent
securities. In addition, as before, the Fund may invest in unrated securities that the Funds
investment adviser deems to be comparable in quality to rated issues in which the Fund is
authorized to invest.
9
Risks of Investing in Securities Rated Below Ba3/BB-
The Fund can purchase below-investment grade securities with ratings of at least Ba3 by
Moodys and BB- by S&P and Fitch; such ratings generally indicate an issuer that is less vulnerable
to non-payment of its obligations than other speculative issuers. The issuer, however, faces major
ongoing uncertainty or exposure to adverse business, financial or economic conditions that could
lead to inadequate capacity to meet its financial commitments. Under the Funds new investment
policy with respect to the investment grade rating of securities, the Fund may invest in securities
with ratings below Ba3/BB- so long as the issuer of such securities has an outstanding class of
senior debt rated investment grade by any one of Moodys, S&P or Fitch. Although a companys senior
debt rating may be investment grade, an underlying security issued by such company in which the
Fund may invest may have a lower than investment grade rating. A security with a rating below
Ba3/BB- generally indicates the issuer of such security has a high degree of vulnerability of not
paying its financial obligations. A security rated B1 to B3 by Moodys, or B+ to B- by S&P or
Fitch, for example, indicates an issuer that is more vulnerable to not paying its obligations than
a Ba3 or BB- issuer; the issuer, however, currently has the capacity to meet its financial
commitments, although adverse business, financial, or economic conditions will likely impair the
issuers capacity or willingness to meet its financial commitments. Securities rated Caa by Moodys
or CCC by S&P or Fitch indicate an issuer that is highly speculative and likely to be in, or very
near default with some prospects of recovery of principal and interest, although the issuer is
dependent upon favorable business, financial, and economic conditions to meet its financial
commitments. Securities rated below Caa or CCC generally indicate an issuer that is highly
vulnerable to not paying its obligations or that has defaulted on an obligation.
10
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OVERVIEW
November 30, 2011 (Unaudited)
|
|
|
|
|
Fund Statistics |
|
|
|
|
Net Asset Value |
|
$ |
11.45 |
|
Market Price |
|
$ |
13.63 |
|
Premium |
|
|
19.04 |
% |
Yield on Market Price |
|
|
8.19 |
% |
Common Stock Shares
Outstanding |
|
|
10,840,310 |
|
|
|
|
|
|
Moodys Ratings |
|
% of Net Assets |
|
|
A |
|
|
5.4 |
% |
BBB |
|
|
71.7 |
% |
BB |
|
|
18.6 |
% |
Below BB |
|
|
0.8 |
% |
Not Rated* |
|
|
0.6 |
% |
Below Investment Grade** |
|
|
11.3 |
% |
|
|
|
|
* |
|
Does not include net other assets and liabilities of 2.9% |
|
** |
|
Below investment grade by all of Moodys, S&P, and Fitch. |
|
|
|
|
|
Industry Categories |
|
% of Net Assets |
|
|
|
|
|
Top 10 Holdings by Issuer |
|
% of Net Assets |
|
|
Banco Santander, S.A. |
|
|
4.8 |
% |
HSBC PLC |
|
|
4.1 |
% |
Capital One Financial |
|
|
4.0 |
% |
Metlife |
|
|
3.9 |
% |
PNC Financial Services |
|
|
3.8 |
% |
Liberty Mutual Group |
|
|
3.8 |
% |
Southern California Edison |
|
|
3.4 |
% |
Wells Fargo |
|
|
3.0 |
% |
Enbridge Energy Partners |
|
|
2.7 |
% |
Interstate Power & Light |
|
|
2.7 |
% |
|
|
|
|
|
|
|
% of Net Assets*** |
|
Holdings Generating Qualified Dividend Income (QDI) for Individuals |
|
|
41 |
% |
Holdings Generating Income Eligible for the Corporate Dividends Received Deduction (DRD) |
|
|
28 |
% |
|
|
|
*** |
|
This does not reflect year-end results or actual tax categorization of Fund distributions.
These percentages can, and do, change, perhaps significantly, depending on market conditions.
Investors should consult their tax advisor regarding their personal situation. |
|
|
|
See accompanying notes to financial statements for the tax characterization of 2011
distributions. |
|
|
|
Net Assets include assets attributable to the use of leverage. |
11
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OF INVESTMENTS
November 30, 2011
|
|
|
|
|
|
|
|
|
Shares/$ Par |
|
|
|
|
Value |
|
Preferred Securities 91.4% |
|
|
|
|
Banking 37.6% |
|
|
|
|
|
|
|
|
|
|
Astoria Financial: |
|
|
|
|
$ |
2,750,000 |
|
|
Astoria Capital Trust I, 9.75% 11/01/29, Series B |
|
$ |
2,865,940 |
(1) |
|
|
|
|
Banco Bilbao Vizcaya Argentaria, S.A.: |
|
|
|
|
$ |
1,500,000 |
|
|
BBVA International Preferred, 5.919% |
|
|
907,500 |
**(1)(2)(3) |
|
|
|
|
Banco Santander, S.A.: |
|
|
|
|
|
355,000 |
|
|
Banco Santander, 10.50% Pfd., Series 10 |
|
|
9,323,188 |
**(1)(3) |
|
|
|
|
Bank of America: |
|
|
|
|
|
2,837 |
|
|
Bank of America Corporation, 6.70% Pfd. |
|
|
56,343 |
*(1) |
|
26,920 |
|
|
Bank of America Corporation, 8.20% Pfd. |
|
|
593,586 |
* |
|
45,450 |
|
|
Bank of America Corporation, 8.625% Pfd. |
|
|
1,008,990 |
* |
$ |
500,000 |
|
|
BankAmerica Institutional, Series A, 8.07% 12/31/26, 144A**** |
|
|
462,500 |
|
|
2,500 |
|
|
Countrywide Capital IV, 6.75% Pfd. 04/01/33 |
|
|
50,704 |
|
|
15,000 |
|
|
Countrywide Capital V, 7.00% Pfd. 11/01/36 |
|
|
302,438 |
|
$ |
500,000 |
|
|
Fleet Capital Trust II, 7.92% 12/11/26 |
|
|
461,250 |
|
$ |
550,000 |
|
|
MBNA Capital, 8.278% 12/01/26, Series A |
|
|
514,937 |
|
$ |
1,303,000 |
|
|
NB Capital Trust IV, 8.25% 04/15/27 |
|
|
1,221,562 |
(1) |
|
|
|
|
Barclays Bank PLC: |
|
|
|
|
$ |
3,250,000 |
|
|
Barclays Bank PLC, 6.278% |
|
|
2,007,892 |
**(1)(3) |
|
1,200 |
|
|
Barclays Bank PLC, 7.75% Pfd., Series 4 |
|
|
26,040 |
**(3) |
|
75,000 |
|
|
Barclays Bank PLC, 8.125% Pfd., Series 5 |
|
|
1,702,500 |
**(1)(3) |
|
|
|
|
BB&T Corp.: |
|
|
|
|
|
13,775 |
|
|
BB&T Capital Trust VI, 9.60% Pfd. 08/01/64 |
|
|
360,492 |
(1) |
|
|
|
|
BNP Paribas: |
|
|
|
|
$ |
1,750,000 |
|
|
BNP Paribas, 7.195%, 144A**** |
|
|
1,190,000 |
**(1)(2)(3) |
|
|
|
|
Capital One Financial: |
|
|
|
|
$ |
4,750,000 |
|
|
Capital One Capital III, 7.686% 08/15/36 |
|
|
4,732,187 |
(1)(2) |
$ |
500,000 |
|
|
Capital One Capital V, 10.25% 08/15/39 |
|
|
521,875 |
(1) |
$ |
2,500,000 |
|
|
Capital One Capital VI, 8.875% 05/15/40 |
|
|
2,526,380 |
(1)(2) |
|
|
|
|
Citigroup: |
|
|
|
|
|
15,250 |
|
|
Citigroup Capital XII, 8.50% Pfd. 03/30/40 |
|
|
384,475 |
|
|
62,300 |
|
|
Citigroup Capital XIII, 7.875% Pfd. 10/30/40 |
|
|
1,602,281 |
(1)(2) |
$ |
160,000 |
|
|
Citigroup Capital XXI, 8.30% 12/21/57 |
|
|
160,800 |
|
|
|
|
|
Colonial BancGroup: |
|
|
|
|
$ |
5,210,000 |
|
|
Colonial BancGroup, 7.114%, 144A**** |
|
|
156,300 |
(4)(5) |
|
|
|
|
FBOP Corp.: |
|
|
|
|
|
9,000 |
|
|
FBOP Corporation, Adj. Rate Pfd., 144A**** |
|
|
4,500 |
*(4)(5) |
The accompanying notes are an integral part of the financial statements.
12
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
November 30, 2011
|
|
|
|
|
|
|
|
|
Shares/$ Par |
|
|
|
|
Value |
|
Preferred Securities (Continued) |
|
|
|
|
Banking (Continued) |
|
|
|
|
|
|
|
|
|
|
Fifth Third Bancorp.: |
|
|
|
|
$ |
750,000 |
|
|
Fifth Third Capital Trust IV, 6.50% 04/15/37 |
|
$ |
727,500 |
|
|
30,000 |
|
|
Fifth Third Capital Trust V, 7.25% Pfd. 08/15/67 |
|
|
751,500 |
|
|
130,000 |
|
|
Fifth Third Capital Trust VI, 7.25% Pfd. 11/15/67 |
|
|
3,278,444 |
(1)(2) |
|
|
|
|
First Horizon: |
|
|
|
|
|
3,750 |
|
|
First Tennessee Bank, Adj. Rate Pfd., 3.75%(6), 144A**** |
|
|
2,275,781 |
*(1) |
$ |
500,000 |
|
|
First Tennessee Capital II, 6.30% 04/15/34, Series B |
|
|
431,050 |
|
|
1 |
|
|
FT Real Estate Securities Company, 9.50% Pfd., 144A**** |
|
|
955,000 |
|
|
|
|
|
First Republic Bank: |
|
|
|
|
|
1,250 |
|
|
First Republic Preferred Capital Corporation, 10.50% Pfd., 144A**** |
|
|
1,296,875 |
|
|
|
|
|
Goldman Sachs Group: |
|
|
|
|
|
2,800 |
|
|
STRIPES Custodial Receipts, Adj. Rate, 10.70%(6), Pvt. |
|
|
585,200 |
*(4)(5) |
$ |
785,000 |
|
|
Goldman Sachs, Capital I, 6.345% 02/15/34 |
|
|
672,057 |
(1)(2) |
$ |
1,058,000 |
|
|
Goldman Sachs, Capital II, 5.793% |
|
|
685,055 |
(1)(2) |
|
|
|
|
HSBC PLC: |
|
|
|
|
|
132,900 |
|
|
HSBC Holdings PLC, 8.00% Pfd., Series 2 |
|
|
3,447,625 |
**(1)(3) |
$ |
500,000 |
|
|
HSBC USA Capital Trust II, 8.38% 05/15/27, 144A**** |
|
|
475,245 |
(1)(2) |
|
144,000 |
|
|
HSBC USA, Inc., 6.50% Pfd., Series H |
|
|
3,519,000 |
*(1) |
|
|
|
|
JPMorgan Chase: |
|
|
|
|
$ |
1,725,000 |
|
|
JPMorgan Chase Capital XVIII, 6.95% 08/17/36, Series R |
|
|
1,742,250 |
(1)(2) |
|
|
|
|
KeyCorp: |
|
|
|
|
|
30,100 |
|
|
Keycorp Capital X, 8.00% Pfd. 03/15/68 |
|
|
769,958 |
(1) |
|
|
|
|
Lloyds Banking Group PLC: |
|
|
|
|
$ |
550,000 |
|
|
Lloyds Banking Group PLC, 6.657%, 144A**** |
|
|
294,250 |
**(3) |
|
|
|
|
Morgan Stanley: |
|
|
|
|
|
25,000 |
|
|
Morgan Stanley Capital Trust VI, 6.60% Pfd. 02/01/46 |
|
|
532,813 |
|
|
|
|
|
PNC Financial Services: |
|
|
|
|
|
200,000 |
|
|
PNC Financial Services, 9.875% Pfd., Series L |
|
|
5,512,500 |
*(1) |
$ |
1,750,000 |
|
|
PNC Preferred Funding Trust III, 8.70%, 144A**** |
|
|
1,785,651 |
(1)(2) |
|
|
|
|
Sovereign Bancorp: |
|
|
|
|
|
1,750 |
|
|
Sovereign REIT, 12.00% Pfd., Series A, 144A**** |
|
|
1,901,704 |
|
|
|
|
|
SunTrust Banks: |
|
|
|
|
|
6,025 |
|
|
SunTrust Capital IX, 7.875% Pfd. 03/15/68 |
|
|
153,073 |
|
|
|
|
|
Washington Mutual: |
|
|
|
|
$ |
1,000,000 |
|
|
Washington Mutual, 9.75%, 144A**** |
|
|
25,000 |
|
The accompanying notes are an integral part of the financial statements.
13
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
November 30, 2011
|
|
|
|
|
|
|
|
|
Shares/$ Par |
|
|
|
|
Value |
|
Preferred Securities (Continued) |
|
|
|
|
Banking (Continued) |
|
|
|
|
|
|
|
|
|
|
Webster Financial: |
|
|
|
|
$ |
1,600,000 |
|
|
Webster Capital Trust IV, 7.65% 06/15/37 |
|
$ |
1,561,682 |
(1) |
|
|
|
|
Wells Fargo: |
|
|
|
|
$ |
1,500,000 |
|
|
First Union Capital II, 7.95% 11/15/29 |
|
|
1,563,310 |
(1)(2) |
$ |
2,400,000 |
|
|
Wachovia Capital Trust III, Adj. Rate, 5.56975%(6) |
|
|
2,037,000 |
*(1) |
|
17,145 |
|
|
Wachovia Preferred Funding, 7.25% Pfd., Series A |
|
|
445,813 |
(1) |
|
1,305 |
|
|
Wells Fargo & Company, 7.50% Pfd., Series L |
|
|
1,378,733 |
*(1) |
|
15,000 |
|
|
Wells Fargo & Company, 8.00% Pfd., Series J |
|
|
419,550 |
* |
|
|
|
|
|
|
|
|
|
72,368,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services 0.8% |
|
|
|
|
|
|
|
|
|
Credit Suisse Group: |
|
|
|
|
$ |
1,000,000 |
|
|
Claudius, Ltd. Credit Suisse AG, 7.875%, Series B |
|
|
955,000 |
(3) |
|
|
|
|
HSBC PLC: |
|
|
|
|
|
23,704 |
|
|
HSBC Finance Corporation, 6.36% Pfd., Series B |
|
|
490,945 |
*(1) |
|
|
|
|
Lehman Brothers: |
|
|
|
|
|
15,000 |
|
|
Lehman Brothers Holdings, Inc., 5.67% Pfd., Series D |
|
|
4,035 |
* |
|
19,500 |
|
|
Lehman Brothers Holdings, Inc., 5.94% Pfd., Series C |
|
|
195 |
*(5) |
|
25,000 |
|
|
Lehman Brothers Holdings, Inc., 6.50% Pfd., Series F |
|
|
250 |
*(5) |
|
27,500 |
|
|
Lehman Brothers Holdings, Inc., 7.95% Pfd. |
|
|
528 |
* |
|
|
|
|
|
|
|
|
|
1,450,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance 18.8% |
|
|
|
|
|
|
|
|
|
|
Ace Ltd.: |
|
|
|
|
$ |
975,000 |
|
|
Ace Capital Trust II, 9.70% 04/01/30 |
|
|
1,276,802 |
(1)(3) |
|
|
|
|
Aon Corporation: |
|
|
|
|
$ |
250,000 |
|
|
AON Corp, 8.205% 01/01/27 |
|
|
282,964 |
|
|
|
|
|
Arch Capital Group: |
|
|
|
|
|
14,300 |
|
|
Arch Capital Group Ltd., 8.00% Pfd., Series A |
|
|
363,756 |
**(1)(3) |
|
|
|
|
AXA SA: |
|
|
|
|
$ |
3,500,000 |
|
|
AXA SA, 6.379%, 144A**** |
|
|
2,345,000 |
**(1)(2)(3) |
|
|
|
|
Axis Capital: |
|
|
|
|
|
35,900 |
|
|
Axis Capital Holdings, 7.50% Pfd., Series B |
|
|
3,348,799 |
(1)(2)(3) |
|
|
|
|
Delphi Financial: |
|
|
|
|
|
90,600 |
|
|
Delphi Financial Group, 7.376% Pfd. 05/15/37 |
|
|
2,136,575 |
(1) |
|
|
|
|
Everest Re Group: |
|
|
|
|
$ |
4,000,000 |
|
|
Everest Re Holdings, 6.60% 05/15/37 |
|
|
3,540,000 |
(1)(2) |
The accompanying notes are an integral part of the financial statements.
14
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
November 30, 2011
|
|
|
|
|
|
|
|
|
Shares/$ Par |
|
|
|
|
Value |
|
Preferred Securities (Continued) |
|
|
|
|
Insurance (Continued) |
|
|
|
|
|
|
|
|
|
|
Liberty Mutual Group: |
|
|
|
|
$ |
4,100,000 |
|
|
Liberty Mutual Group, 10.75% 06/15/58, 144A**** |
|
$ |
4,981,500 |
(1) |
|
|
|
|
MetLife: |
|
|
|
|
$ |
900,000 |
|
|
MetLife Capital Trust IV, 7.875% 12/15/37, 144A**** |
|
|
922,500 |
(1)(2) |
$ |
3,150,000 |
|
|
MetLife Capital Trust X, 9.25% 04/08/38, 144A**** |
|
|
3,531,937 |
(1)(2) |
$ |
2,400,000 |
|
|
MetLife, Inc., 10.75% 08/01/39 |
|
|
3,109,697 |
(1)(2) |
|
|
|
|
PartnerRe Ltd.: |
|
|
|
|
|
30,000 |
|
|
PartnerRe Ltd., 7.250% Pfd., Series E |
|
|
781,800 |
**(1)(3) |
|
|
|
|
Principal Financial: |
|
|
|
|
|
14,000 |
|
|
Principal Financial Group, 5.563% Pfd., Series A |
|
|
1,324,313 |
*(1) |
|
103,445 |
|
|
Principal Financial Group, 6.518% Pfd., Series B |
|
|
2,683,105 |
*(1) |
|
|
|
|
RenaissanceRe Holdings: |
|
|
|
|
|
23,539 |
|
|
RenaissanceRe Holdings Ltd., 6.08% Pfd., Series C |
|
|
560,934 |
**(1)(3) |
|
|
|
|
Scottish Re: |
|
|
|
|
|
119,500 |
|
|
Scottish Re Group Ltd., 7.25% Pfd. |
|
|
761,813 |
**(3) |
|
|
|
|
StanCorp Financial Group: |
|
|
|
|
$ |
1,300,000 |
|
|
Stancorp Financial Group, 6.90% 06/01/67 |
|
|
1,132,078 |
(1) |
|
|
|
|
The Travelers Companies: |
|
|
|
|
$ |
750,000 |
|
|
USF&G Capital, 8.312% 07/01/46, 144A**** |
|
|
909,886 |
(1)(2) |
|
|
|
|
XL Group PLC: |
|
|
|
|
$ |
2,700,000 |
|
|
XL Capital Ltd., 6.50%, Series E |
|
|
2,119,500 |
(1)(3) |
|
|
|
|
|
|
|
|
|
36,112,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilities 24.4% |
|
|
|
|
|
|
|
|
|
|
Alabama Power: |
|
|
|
|
|
56,430 |
|
|
Alabama Power Company, 6.45% Pfd. |
|
|
1,569,459 |
*(1) |
|
|
|
|
Baltimore Gas & Electric: |
|
|
|
|
|
10,000 |
|
|
Baltimore Gas & Electric Company, 6.70% Pfd., Series 1993 |
|
|
1,019,375 |
*(1) |
|
2,400 |
|
|
Baltimore Gas & Electric Company, 7.125% Pfd., Series 1993 |
|
|
244,800 |
* |
|
|
|
|
Commonwealth Edison: |
|
|
|
|
$ |
3,458,000 |
|
|
COMED Financing III, 6.35% 03/15/33 |
|
|
2,845,132 |
(1)(2) |
|
|
|
|
Constellation Energy: |
|
|
|
|
|
15,000 |
|
|
Constellation Energy Group, 8.625% Pfd. 06/15/63, Series A |
|
|
406,350 |
|
|
|
|
|
Dominion Resources: |
|
|
|
|
$ |
250,000 |
|
|
Dominion Resources Capital Trust I, 7.83% 12/01/27 |
|
|
253,511 |
|
$ |
3,500,000 |
|
|
Dominion Resources, Inc., 7.50% 06/30/66 |
|
|
3,678,542 |
(1)(2) |
The accompanying notes are an integral part of the financial statements.
15
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
November 30, 2011
|
|
|
|
|
|
|
|
|
Shares/$ Par |
|
|
|
|
Value |
|
Preferred Securities (Continued) |
|
|
|
|
Utilities (Continued) |
|
|
|
|
|
|
|
|
|
|
Energy Future Competitive Holdings Corp.: |
|
|
|
|
$ |
750,000 |
|
|
TXU Electric Capital V, 8.175% 01/30/37 |
|
$ |
161,250 |
(4) |
|
|
|
|
Entergy Arkansas: |
|
|
|
|
|
40,000 |
|
|
Entergy Arkansas, Inc., 6.45% Pfd. |
|
|
1,008,752 |
*(1) |
|
|
|
|
Entergy Louisiana: |
|
|
|
|
|
25,000 |
|
|
Entergy Louisiana, Inc., 6.95% Pfd. |
|
|
2,489,845 |
*(1) |
|
|
|
|
Georgia Power: |
|
|
|
|
|
25,000 |
|
|
Georgia Power Company, 6.50% Pfd., Series 2007A |
|
|
2,717,188 |
*(1) |
|
|
|
|
Gulf Power: |
|
|
|
|
|
7,500 |
|
|
Gulf Power Company, 6.45% Pfd., Series 2007A |
|
|
796,590 |
*(1) |
|
|
|
|
Indianapolis Power & Light: |
|
|
|
|
|
32,650 |
|
|
Indianapolis Power & Light Company, 5.65% Pfd. |
|
|
3,200,722 |
* |
|
|
|
|
Integrys Energy Group: |
|
|
|
|
$ |
2,725,000 |
|
|
WPS Resources Corporation, 6.11% 12/01/66 |
|
|
2,618,755 |
(1) |
|
|
|
|
Interstate Power & Light: |
|
|
|
|
|
181,641 |
|
|
Interstate Power & Light Company, 8.375% Pfd., Series B |
|
|
5,188,121 |
*(1) |
|
|
|
|
MidAmerican Energy Holdings: |
|
|
|
|
|
20,600 |
|
|
Calenergy Capital Trust III, 6.50% Pfd. 09/01/27 |
|
|
1,030,000 |
|
|
|
|
|
Nextera Energy: |
|
|
|
|
$ |
3,400,000 |
|
|
FPL Group Capital, Inc., 6.65% 06/15/67 |
|
|
3,386,859 |
(1)(2) |
|
|
|
|
Peco Energy: |
|
|
|
|
$ |
500,000 |
|
|
PECO Energy Capital Trust III, 7.38% 04/06/28, Series D |
|
|
496,980 |
(1)(2) |
|
|
|
|
PPL Corp.: |
|
|
|
|
$ |
1,100,000 |
|
|
PPL Capital Funding, 6.70% 03/30/67, Series A |
|
|
1,062,664 |
(1) |
|
18,890 |
|
|
PPL Electric Utilities Corporation, 6.25% Pfd. |
|
|
481,695 |
*(1) |
|
|
|
|
Puget Energy: |
|
|
|
|
$ |
3,800,000 |
|
|
Puget Sound Energy, Inc., 6.974% 06/01/67 |
|
|
3,773,256 |
|
|
|
|
|
South Carolina Electric & Gas: |
|
|
|
|
|
47,392 |
|
|
Scana Corporation, 7.70% Pfd. 01/30/65 |
|
|
1,356,359 |
(1)(2) |
|
|
|
|
Southern California Edison: |
|
|
|
|
|
43,500 |
|
|
Southern California Edison, 6.00% Pfd., Series C |
|
|
4,296,987 |
*(1) |
|
9,000 |
|
|
Southern California Edison, 6.125% Pfd., Series B |
|
|
891,563 |
*(1) |
|
12,500 |
|
|
Southern California Edison, 6.50% Pfd., Series D |
|
|
1,296,875 |
*(1) |
|
|
|
|
Virginia Electric & Power: |
|
|
|
|
|
3,000 |
|
|
Virginia Electric & Power Company, $6.98 Pfd. |
|
|
293,719 |
* |
The accompanying notes are an integral part of the financial statements.
16
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
November 30, 2011
|
|
|
|
|
|
|
|
|
Shares/$ Par |
|
|
|
|
Value |
|
Preferred Securities (Continued) |
|
|
|
|
Utilities (Continued) |
|
|
|
|
|
|
|
|
|
|
Wisconsin Public Service: |
|
|
|
|
|
3,700 |
|
|
Wisconsin Public Service Corporation, 6.88% Pfd. |
|
$ |
376,697 |
* |
|
|
|
|
|
|
|
|
|
46,942,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy 6.8% |
|
|
|
|
|
|
|
|
|
|
Enbridge Energy Partners: |
|
|
|
|
$ |
5,000,000 |
|
|
Enbridge Energy Partners LP, 8.05% 10/01/37 |
|
|
5,238,920 |
(1)(2) |
|
|
|
|
Enterprise Products Partners: |
|
|
|
|
$ |
4,100,000 |
|
|
Enterprise Products Partners, 8.375% 08/01/66, Series A |
|
|
4,329,653 |
(1)(2) |
|
|
|
|
Kinder Morgan: |
|
|
|
|
|
3,500 |
|
|
Kinder Morgan GP, Inc., 8.33% Pfd., 144A**** |
|
|
3,580,063 |
* |
|
|
|
|
|
|
|
|
|
13,148,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Trust (REIT) 0.5% |
|
|
|
|
|
|
|
|
|
|
PS Business Parks: |
|
|
|
|
|
3,600 |
|
|
PS Business Parks, Inc., 6.70% Pfd., Series P |
|
|
90,009 |
|
|
7,500 |
|
|
PS Business Parks, Inc., 6.875% Pfd., Series R |
|
|
194,625 |
|
|
23,500 |
|
|
PS Business Parks, Inc., 7.00% Pfd., Series H |
|
|
590,590 |
|
|
|
|
|
|
|
|
|
|
875,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous Industries 2.5% |
|
|
|
|
|
|
|
|
|
|
Ocean Spray Cranberries: |
|
|
|
|
|
37,400 |
|
|
Ocean Spray Cranberries, Inc., 6.25% Pfd., 144A**** |
|
|
3,267,825 |
*(1) |
|
|
|
|
Textron, Inc.: |
|
|
|
|
$ |
2,125,000 |
|
|
Textron Financial Corporation, 6.00%, 02/15/67, 144A**** |
|
|
1,561,875 |
|
|
|
|
|
|
|
|
|
|
4,829,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Preferred Securities
(Cost $183,948,547) |
|
|
175,727,797 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
17
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
November 30, 2011
|
|
|
|
|
|
|
|
|
Shares/$ Par |
|
|
|
|
Value |
|
Corporate Debt Securities 5.8% |
|
|
|
|
Banking 1.8% |
|
|
|
|
|
|
|
|
|
|
Goldman Sachs Group: |
|
|
|
|
$ |
2,525,000 |
|
|
Goldman Sachs Group, 6.75% 10/01/37, Sub Notes |
|
$ |
2,253,010 |
(1)(2) |
|
|
|
|
Regions Financial: |
|
|
|
|
$ |
1,460,000 |
|
|
Regions Financial Corporation, 7.375%, 12/10/37, Sub Notes |
|
|
1,208,150 |
|
|
|
|
|
|
|
|
|
|
3,461,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance 2.3% |
|
|
|
|
|
|
|
|
|
|
Liberty Mutual Group: |
|
|
|
|
$ |
2,500,000 |
|
|
Liberty Mutual Insurance, 7.697% 10/15/97, 144A**** |
|
|
2,291,702 |
(1)(2) |
|
|
|
|
Unum Group: |
|
|
|
|
$ |
2,000,000 |
|
|
UnumProvident Corporation, 7.25% 03/15/28 |
|
|
2,104,062 |
(1) |
|
|
|
|
|
|
|
|
|
4,395,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilities 1.7% |
|
|
|
|
|
|
|
|
|
|
Southern Union: |
|
|
|
|
$ |
2,700,000 |
|
|
Southern Union Company, 8.25% 11/15/29 |
|
|
3,255,382 |
(1)(2) |
|
|
|
|
|
|
|
|
|
3,255,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Corporate Debt Securities
(Cost $9,965,575) |
|
|
11,112,306 |
|
|
|
|
|
|
|
|
|
Common Stock 0.4% |
|
|
|
|
Banking 0.1% |
|
|
|
|
|
|
|
|
|
|
CIT Group: |
|
|
|
|
|
3,620 |
|
|
CIT Group, Inc. |
|
|
122,573 |
* |
|
|
|
|
|
|
|
|
|
122,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilities 0.3% |
|
|
|
|
|
|
|
|
|
|
Exelon Corp.: |
|
|
|
|
|
6,250 |
|
|
Exelon Corporation |
|
|
276,938 |
* |
|
|
|
|
PPL Corp.: |
|
|
|
|
|
14,558 |
|
|
PPL Corporation |
|
|
437,031 |
* |
|
|
|
|
|
|
|
|
|
713,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
(Cost $962,666) |
|
|
836,542 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
18
Flaherty & Crumrine Preferred Income Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
November 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares/$ Par |
|
|
|
|
|
|
|
|
Value |
|
Money Market Fund 1.2% |
|
|
|
|
|
|
|
|
|
|
BlackRock Liquidity Funds: |
|
|
|
|
|
|
|
|
|
2,328,888 |
|
|
T-Fund |
|
|
|
|
|
$ |
2,328,888 |
|
|
|
|
|
|
|
Total Money Market Fund
(Cost $2,328,888) |
|
|
|
|
|
|
2,328,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments (Cost $197,205,676***) |
|
|
98.8 |
% |
|
|
190,005,533 |
|
Other Assets And Liabilities (Net) |
|
|
1.2 |
% |
|
|
2,389,634 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Managed Assets |
|
|
100.0 |
% |
|
$ |
192,395,167 |
|
|
|
|
|
|
|
|
|
|
|
|
Loan Principal Balance |
|
|
|
|
|
|
(68,300,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Assets Available To Common Stock |
|
|
|
|
|
$ |
124,095,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Securities eligible for the Dividends Received Deduction and distributing Qualified Dividend
Income. |
|
** |
|
Securities distributing Qualified Dividend Income only. |
|
*** |
|
Aggregate cost of securities held. |
|
**** |
|
Securities exempt from registration under Rule 144A of the Securities Act of 1933. These
securities may be resold in transactions exempt from registration to qualified institutional
buyers. At November 30, 2011, these securities amounted to $34,215,094 or 17.8% of total managed
assets. |
|
(1) |
|
All or a portion of this security is pledged as collateral for the Funds loan. The
total value of such securities was $135,422,532 at November 30, 2011. |
|
(2) |
|
All or a portion of this security has been rehypothecated. The total value of such
securities was $59,545,682 at November 30, 2011. |
|
(3) |
|
Foreign Issuer. |
|
(4) |
|
Illiquid. |
|
(5) |
|
Valued at fair value as determined in good faith by or under the direction of the Board of Directors as of November 30, 2011. |
|
(6) |
|
Represents the rate in effect as of the reporting date. |
|
|
|
Non-income producing. |
|
|
|
The issuer has filed for bankruptcy protection. As a result, the Fund may not be able to
recover the principal invested and also does not expect to receive income on this security
going forward. |
|
|
|
The percentage shown for each investment category is the total value of that category as a
percentage of total managed assets. |
|
|
|
ABBREVIATIONS:
|
Pfd.
|
|
Preferred Securities |
Pvt.
|
|
Private Placement Securities |
REIT
|
|
Real Estate Investment Trust |
STRIPES
|
|
Structured Residual Interest Preferred Enhanced Securities |
The accompanying notes are an integral part of the financial statements.
19
Flaherty & Crumrine Preferred Income Fund Incorporated
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2011
|
|
|
|
|
|
|
|
|
ASSETS: |
|
|
|
|
|
|
|
|
Investments, at value (Cost $197,205,676) |
|
|
|
|
|
$ |
190,005,533 |
|
Receivable for investments sold |
|
|
|
|
|
|
70,210 |
|
Dividends and interest receivable |
|
|
|
|
|
|
2,609,729 |
|
Prepaid expenses |
|
|
|
|
|
|
38,009 |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
|
|
|
|
192,723,481 |
|
LIABILITIES: |
|
|
|
|
|
|
|
|
Loan Payable |
|
$ |
68,300,000 |
|
|
|
|
|
Dividends payable to Common Stock Shareholders |
|
|
94,276 |
|
|
|
|
|
Investment advisory fee payable |
|
|
90,298 |
|
|
|
|
|
Administration, Transfer Agent and Custodian fees payable |
|
|
37,867 |
|
|
|
|
|
Professional fees payable |
|
|
78,798 |
|
|
|
|
|
Directors fees payable |
|
|
2,907 |
|
|
|
|
|
Accrued expenses and other payables |
|
|
24,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
68,628,314 |
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE TO COMMON STOCK |
|
|
|
|
|
$ |
124,095,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE TO COMMON STOCK consist of: |
|
|
|
|
|
|
|
|
Undistributed net investment income |
|
|
|
|
|
$ |
488,602 |
|
Accumulated net realized loss on investments sold |
|
|
|
|
|
|
(23,446,011 |
) |
Unrealized depreciation of investments |
|
|
|
|
|
|
(7,200,143 |
) |
Par value of Common Stock |
|
|
|
|
|
|
108,403 |
|
Paid-in capital in excess of par value of Common Stock |
|
|
|
|
|
|
154,144,316 |
|
|
|
|
|
|
|
|
|
Total Net Assets Available to Common Stock |
|
|
|
|
|
$ |
124,095,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER SHARE OF COMMON STOCK: |
|
|
|
|
|
|
|
|
Common Stock (10,840,310 shares outstanding) |
|
|
|
|
|
$ |
11.45 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
20
Flaherty & Crumrine Preferred Income Fund Incorporated
STATEMENT OF OPERATIONS
For the Year Ended November 30, 2011
|
|
|
|
|
|
|
|
|
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
$ |
7,435,462 |
|
Interest |
|
|
|
|
|
|
7,551,877 |
|
Rehypothecation Income |
|
|
|
|
|
|
6,303 |
|
|
|
|
|
|
|
|
|
Total Investment Income |
|
|
|
|
|
|
14,993,642 |
|
EXPENSES: |
|
|
|
|
|
|
|
|
Investment advisory fees |
|
$ |
1,107,023 |
|
|
|
|
|
Administrators fees |
|
|
201,442 |
|
|
|
|
|
Professional fees |
|
|
187,052 |
|
|
|
|
|
Insurance expenses |
|
|
98,079 |
|
|
|
|
|
Transfer Agent fees |
|
|
66,144 |
|
|
|
|
|
Directors fees |
|
|
75,190 |
|
|
|
|
|
Custodian fees |
|
|
25,901 |
|
|
|
|
|
Compliance fees |
|
|
38,015 |
|
|
|
|
|
Interest expenses |
|
|
808,038 |
|
|
|
|
|
Other |
|
|
102,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses |
|
|
|
|
|
|
2,709,606 |
|
|
|
|
|
|
|
|
|
NET INVESTMENT INCOME |
|
|
|
|
|
|
12,284,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS |
|
|
|
|
|
|
|
|
Net realized gain on investments sold during the year |
|
|
|
|
|
|
8,429,046 |
|
Change in net unrealized appreciation/depreciation of investments |
|
|
|
|
|
|
(13,072,757 |
) |
|
|
|
|
|
|
|
|
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS |
|
|
|
|
|
|
(4,643,711 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS TO COMMON STOCK
RESULTING FROM OPERATIONS |
|
|
|
|
|
$ |
7,640,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Federal income tax purposes, a significant portion of this amount may not qualify for the
inter-corporate dividends received deduction (DRD) or as qualified dividend income (QDI)
for individuals. |
The accompanying notes are an integral part of the financial statements.
21
Flaherty & Crumrine Preferred Income Fund Incorporated
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE TO COMMON STOCK
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
|
November 30, 2011 |
|
|
November 30, 2010 |
|
OPERATIONS: |
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
12,284,036 |
|
|
$ |
11,505,823 |
|
Net realized gain/(loss) on investments sold during the year |
|
|
8,429,046 |
|
|
|
4,930,971 |
|
Change in net unrealized appreciation/depreciation of investments |
|
|
(13,072,757 |
) |
|
|
15,769,549 |
|
Distributions to APS* Shareholders from net investment income,
including changes in accumulated undeclared distributions |
|
|
|
|
|
|
(70,977 |
) |
|
|
|
|
|
|
|
Net increase in net assets resulting from operations |
|
|
7,640,325 |
|
|
|
32,135,366 |
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS: |
|
|
|
|
|
|
|
|
Dividends paid from net investment income to
Common Stock Shareholders(1) |
|
|
(12,115,178 |
) |
|
|
(10,325,246 |
) |
|
|
|
|
|
|
|
Total Distributions to Common Stock Shareholders |
|
|
(12,115,178 |
) |
|
|
(10,325,246 |
) |
|
|
|
|
|
|
|
|
|
FUND SHARE TRANSACTIONS: |
|
|
|
|
|
|
|
|
Increase from shares issued under the Dividend Reinvestment
and Cash Purchase Plan |
|
|
1,008,897 |
|
|
|
986,882 |
|
|
|
|
|
|
|
|
Net increase in net assets available to Common Stock
resulting from Fund share transactions |
|
|
1,008,897 |
|
|
|
986,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE/(DECREASE) IN NET ASSETS AVAILABLE TO
COMMON STOCK FOR THE YEAR |
|
$ |
(3,465,956 |
) |
|
$ |
22,797,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE TO COMMON STOCK: |
|
|
|
|
|
|
|
|
Beginning of year |
|
$ |
127,561,123 |
|
|
$ |
104,764,121 |
|
Net increase/(decrease) in net assets during the year |
|
|
(3,465,956 |
) |
|
|
22,797,002 |
|
|
|
|
|
|
|
|
End of year (including undistributed net investment income
of $488,602 and $621,099, respectively) |
|
$ |
124,095,167 |
|
|
$ |
127,561,123 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Auction Preferred Stock. |
|
(1) |
|
May include income earned, but not paid out, in prior fiscal year. |
The accompanying notes are an integral part of the financial statements.
22
Flaherty & Crumrine Preferred Income Fund Incorporated
STATEMENT OF CASH FLOWS
For the Year Ended November 30, 2011
|
|
|
|
|
INCREASE/(DECREASE) IN CASH |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
7,640,325 |
|
|
|
|
|
|
ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: |
|
|
|
|
Purchase of investment securities |
|
|
(52,270,969 |
) |
Proceeds from disposition of investment securities |
|
|
45,379,547 |
|
Purchase of short-term investment securities, net |
|
|
(1,552,259 |
) |
Cash received from litigation claim |
|
|
280,794 |
|
Proceeds from bankruptcy settlement |
|
|
3,006 |
|
Increase in dividends and interest receivable |
|
|
(190,713 |
) |
Increase in receivable for investments sold |
|
|
(62,775 |
) |
Decrease in prepaid expenses |
|
|
21,229 |
|
Net amortization/(accretion) of premium/(discount) |
|
|
(339,020 |
) |
Decrease in payable for investments purchased |
|
|
(265,400 |
) |
Increase in payables to related parties |
|
|
3,880 |
|
Increase in accrued expenses and other liabilities |
|
|
21,638 |
|
Change in net unrealized appreciation/depreciation on securities |
|
|
13,072,757 |
|
Net realized gain from investments sold |
|
|
(8,429,046 |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
3,312,994 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
Proceeds from loan |
|
|
7,800,000 |
|
Dividends paid (net of reinvestment of dividends and change in
dividends payable) to common stock shareholders from net
investment income |
|
|
(11,112,994 |
) |
|
|
|
|
Net cash used in financing activities |
|
|
(3,312,994 |
) |
|
|
|
|
Net increase/(decrease) in cash |
|
|
|
|
|
|
|
|
|
CASH: |
|
|
|
|
Beginning of the year |
|
|
|
|
|
|
|
|
End of the year |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
Interest paid during the year |
|
$ |
808,336 |
|
Reinvestment of dividends |
|
|
1,008,897 |
|
Decrease in dividends payable to common stock shareholders |
|
|
(6,713 |
) |
The accompanying notes are an integral part of the financial statements.
23
Flaherty & Crumrine Preferred Income Fund Incorporated
FINANCIAL HIGHLIGHTS
For a Common Stock share outstanding throughout each year.
Contained below is per share operating performance data, total investment returns, ratios to
average net assets and other supplemental data. This information has been derived from information
provided in the financial statements and market price data for the Funds shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
PER SHARE OPERATING PERFORMANCE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of year |
|
$ |
11.86 |
|
|
$ |
9.82 |
|
|
$ |
5.98 |
|
|
$ |
12.85 |
|
|
$ |
15.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
1.14 |
|
|
|
1.07 |
|
|
|
0.92 |
|
|
|
1.27 |
|
|
|
1.35 |
|
Net realized and unrealized gain/(loss) on investments |
|
|
(0.43 |
) |
|
|
1.94 |
|
|
|
3.78 |
|
|
|
(6.80 |
) |
|
|
(2.90 |
) |
DISTRIBUTIONS TO APS* SHAREHOLDERS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income |
|
|
|
|
|
|
(0.01 |
) |
|
|
(0.10 |
) |
|
|
(0.42 |
) |
|
|
(0.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations |
|
|
0.71 |
|
|
|
3.00 |
|
|
|
4.60 |
|
|
|
(5.95 |
) |
|
|
(1.92 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO COMMON STOCK SHAREHOLDERS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income |
|
|
(1.12 |
) |
|
|
(0.96 |
) |
|
|
(0.76 |
) |
|
|
(0.87 |
) |
|
|
(1.03 |
) |
From return of capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to Common Stock Shareholders |
|
|
(1.12 |
) |
|
|
(0.96 |
) |
|
|
(0.76 |
) |
|
|
(0.92 |
) |
|
|
(1.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year |
|
$ |
11.45 |
|
|
$ |
11.86 |
|
|
$ |
9.82 |
|
|
$ |
5.98 |
|
|
$ |
12.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value, end of year |
|
$ |
13.63 |
|
|
$ |
12.03 |
|
|
$ |
9.12 |
|
|
$ |
5.67 |
|
|
$ |
12.41 |
|
Total investment return based on net asset value** |
|
|
5.65 |
% |
|
|
31.52 |
% |
|
|
82.53 |
% |
|
|
(48.39 |
%) |
|
|
(12.90 |
%) |
Total investment return based on market value** |
|
|
23.99 |
% |
|
|
43.65 |
% |
|
|
78.78 |
% |
|
|
(49.34 |
%) |
|
|
(21.73 |
%) |
RATIOS TO AVERAGE NET ASSETS AVAILABLE
TO COMMON STOCK SHAREHOLDERS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net assets, end of year (in 000s) |
|
$ |
124,095 |
|
|
$ |
127,561 |
|
|
$ |
104,764 |
|
|
$ |
63,277 |
|
|
$ |
135,555 |
|
Operating expenses including interest expense(1) |
|
|
2.08 |
% |
|
|
2.29 |
% |
|
|
2.44 |
% |
|
|
|
|
|
|
|
|
Operating expenses excluding interest expense |
|
|
1.46 |
% |
|
|
1.57 |
% |
|
|
2.04 |
% |
|
|
1.99 |
% |
|
|
1.49 |
% |
Net investment income |
|
|
9.45 |
% |
|
|
9.72 |
% |
|
|
12.55 |
% |
|
|
|
|
|
|
|
|
Net investment income, including payments to APS Shareholders |
|
|
|
|
|
|
9.66 |
% |
|
|
11.21 |
% |
|
|
8.38 |
% |
|
|
6.57 |
% |
SUPPLEMENTAL DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate |
|
|
24 |
% |
|
|
37 |
% |
|
|
56 |
% |
|
|
67 |
% |
|
|
59 |
% |
Total managed assets, end of year (in 000s) |
|
$ |
192,395 |
|
|
$ |
188,061 |
|
|
$ |
156,564 |
|
|
$ |
118,077 |
|
|
$ |
215,555 |
|
Ratio of operating expenses including interest expense(1)(2) to
total managed assets |
|
|
1.38 |
% |
|
|
1.54 |
% |
|
|
1.50 |
% |
|
|
|
|
|
|
|
|
Ratio of operating expenses excluding interest expense(2) to
total managed assets |
|
|
0.97 |
% |
|
|
1.05 |
% |
|
|
1.25 |
% |
|
|
1.15 |
% |
|
|
0.99 |
% |
|
|
|
* |
|
Auction Preferred Stock. |
|
** |
|
Assumes reinvestment of distributions at the price obtained by the Funds Dividend
Reinvestment and Cash Purchase Plan. |
|
|
|
The net investment income ratios reflect income net of operating expenses,
including interest expense. |
|
|
|
Information presented under heading Supplemental Data
includes APS and loan principal balance. |
|
(1) |
|
See Note 8. |
|
(2) |
|
Does not include distributions to APS shareholders. |
The accompanying notes are an integral part of the financial statements.
24
Flaherty & Crumrine Preferred Income Fund Incorporated
FINANCIAL HIGHLIGHTS (Continued)
Per Share of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
Dividend |
|
|
|
Dividends |
|
|
Net Asset |
|
|
NYSE |
|
|
Reinvestment |
|
|
|
Paid |
|
|
Value |
|
|
Closing Price |
|
|
Price(1) |
|
December 31, 2010 - Extra |
|
$ |
0.0300 |
|
|
$ |
11.82 |
|
|
$ |
11.62 |
|
|
$ |
11.66 |
|
December 31, 2010 |
|
|
0.0900 |
|
|
|
11.82 |
|
|
|
11.62 |
|
|
|
11.66 |
|
January 31, 2011 |
|
|
0.0900 |
|
|
|
11.92 |
|
|
|
11.80 |
|
|
|
11.90 |
|
February 28, 2011 |
|
|
0.0900 |
|
|
|
12.16 |
|
|
|
12.13 |
|
|
|
12.16 |
|
March 31, 2011 |
|
|
0.0900 |
|
|
|
12.14 |
|
|
|
12.36 |
|
|
|
12.14 |
|
April 29, 2011 |
|
|
0.0900 |
|
|
|
12.38 |
|
|
|
12.71 |
|
|
|
12.38 |
|
May 31, 2011 |
|
|
0.0900 |
|
|
|
12.56 |
|
|
|
13.34 |
|
|
|
12.67 |
|
June 30, 2011 |
|
|
0.0900 |
|
|
|
12.37 |
|
|
|
13.45 |
|
|
|
12.78 |
|
July 29, 2011 |
|
|
0.0900 |
|
|
|
12.39 |
|
|
|
12.90 |
|
|
|
12.39 |
|
August 31, 2011 |
|
|
0.0930 |
|
|
|
11.96 |
|
|
|
13.61 |
|
|
|
12.93 |
|
September 30, 2011 |
|
|
0.0930 |
|
|
|
11.52 |
|
|
|
13.38 |
|
|
|
12.71 |
|
October 31, 2011 |
|
|
0.0930 |
|
|
|
11.83 |
|
|
|
13.22 |
|
|
|
12.56 |
|
November 30, 2011 |
|
|
0.0930 |
|
|
|
11.45 |
|
|
|
13.63 |
|
|
|
12.95 |
|
|
|
|
(1) |
|
Whenever the net asset value per share of the Funds Common Stock is less than or equal
to the market price per share on the reinvestment date, new shares issued will be valued at the
higher of net asset value or 95% of the then current market price.
Otherwise, the reinvestment shares of Common Stock will be purchased in the open market. |
The accompanying notes are an integral part of the financial statements.
25
Flaherty & Crumrine Preferred Income Fund Incorporated
FINANCIAL HIGHLIGHTS (Continued)
Senior Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset |
|
|
Liquidation |
|
|
Total Debt |
|
|
Asset |
|
|
|
|
|
|
|
Coverage |
|
|
Preference |
|
|
Outstanding |
|
|
Coverage Per |
|
|
|
Total APS* Shares |
|
|
Per APS |
|
|
Per APS |
|
|
End of Period |
|
|
$1,000 of |
|
Date |
|
Outstanding (1) |
|
|
Share (2) |
|
|
Share (3) |
|
|
(000s) (4) |
|
|
Debt (5) |
|
11/30/11 |
|
|
|
|
|
|
N/A |
|
|
|
N/A |
|
|
$ |
68,300 |
|
|
$ |
2,817 |
|
11/30/10 |
|
|
|
|
|
|
N/A |
|
|
|
N/A |
|
|
|
60,500 |
|
|
|
3,108 |
|
11/30/09 |
|
|
|
|
|
|
N/A |
|
|
|
N/A |
|
|
|
51,800 |
|
|
|
3,022 |
|
11/30/08 |
|
|
548 |
|
|
$ |
216,717 |
|
|
$ |
100,000 |
|
|
|
N/A |
|
|
|
N/A |
|
11/30/07 |
|
|
800 |
|
|
|
270,586 |
|
|
|
100,000 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
(1) |
|
See note 7. |
|
(2) |
|
Calculated by subtracting the Funds total liabilities (excluding the APS and
accumulated undeclared distributions to APS) from the Funds total assets and dividing that amount
by the number of APS shares outstanding. |
|
(3) |
|
Excludes accumulated undeclared
dividends. |
|
(4) |
|
See note 8. |
|
(5) |
|
Calculated by subtracting the Funds total liabilities (excluding the loan) from the
Funds total assets and dividing that amount by the loan outstanding in 000s. |
|
* |
|
Auction Preferred Stock. |
The accompanying notes are an integral part of the financial statements.
26
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS
1. Organization
Flaherty & Crumrine Preferred Income Fund Incorporated (the Fund) was incorporated as a
Maryland corporation on September 28, 1990, and commenced operations on January 31, 1991 as a
diversified, closed-end management investment company under the Investment Company Act of 1940, as
amended (the 1940 Act). The Funds investment objective is to provide its common shareholders
with high current income consistent with the preservation of capital.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the
Fund in the preparation of its financial statements. The preparation of the financial statements is
in conformity with U.S. generally accepted accounting principles (US GAAP) and requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities in the financial statements and the reported amounts of increases and decreases in net
assets from operations during the reporting period. Actual results could differ from those
estimates.
Portfolio valuation: The net asset value of the Funds Common Stock is determined by the
Funds Administrator no less frequently than on the last business day of each week and month in
accordance with the policies and procedures approved by the Board of Directors of the Fund. It is
determined by dividing the value of the Funds net assets available to Common Stock by the number
of shares of Common Stock outstanding. The value of the Funds net assets available to Common Stock
is deemed to equal the value of the Funds total assets less (i) the Funds liabilities and (ii)
the aggregate liquidation value of any outstanding preferred stock.
The Funds preferred and debt securities are valued on the basis of current market quotations
provided by independent pricing services or dealers approved by the Board of Directors of the Fund.
Each quotation is based on the mean of the bid and asked prices of a security. In determining the
value of a particular preferred or debt security, a pricing service or dealer may use information
with respect to transactions in such investments, quotations, market transactions in comparable
investments, various relationships observed in the market between investments, and/or calculated
yield measures based on valuation technology commonly employed in the market for such investments.
Common stocks that are traded on stock exchanges are valued at the last sale price or official
close price on the exchange, as of the close of business on the day the securities are being valued
or, lacking any sales, at the last available mean price. Futures contracts and option contracts on
futures contracts are valued on the basis of the settlement price for such contracts on the primary
exchange on which they trade. Investments in over-the-counter derivative instruments, such as
interest rate swaps and options thereon (swaptions), are valued using prices supplied by a
pricing service, or if such prices are unavailable, prices provided by a single broker or dealer
that is not the counterparty or, if no such prices are available, at a price at which the
counterparty to the contract would repurchase the instrument or terminate the contract. Investments
for which market quotations are not readily available or for which management determines that the
prices are not reflective of current market conditions are valued at fair value as determined in
good faith by or under the direction of the Board of Directors of the Fund, including reference to
valuations of other securities which are comparable in quality, maturity and type.
27
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
Investments in money market instruments and all debt and preferred securities which
mature in 60 days or less are valued at amortized cost. Investments in money market funds are
valued at the net asset value of such funds.
Fair Value Measurement: The inputs and valuation techniques used to measure fair value of the
Funds investments are summarized into three levels as described in the hierarchy below:
|
|
|
Level 1 quoted prices in active markets for identical securities |
|
|
|
|
Level 2 other significant observable inputs (including quoted prices for similar
securities, interest rates, prepayment speeds, credit risk, etc.) |
|
|
|
|
Level 3 significant unobservable inputs (including the Funds own assumptions in
determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the
risk associated with investing in those securities. Transfers in and out of levels are recognized
at market value at the end of the period. A summary of the inputs used to value the Funds
investments as of November 30, 2011 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 2 |
|
|
Level 3 |
|
|
|
Total |
|
|
Level 1 |
|
|
Significant |
|
|
Significant |
|
|
|
Value at |
|
|
Quoted |
|
|
Observable |
|
|
Unobservable |
|
|
|
November 30, 2011 |
|
|
Price |
|
|
Inputs |
|
|
Inputs |
|
Preferred Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
$ |
72,368,279 |
|
|
$ |
51,333,800 |
|
|
$ |
20,873,679 |
|
|
$ |
160,800 |
|
Financial Services |
|
|
1,450,953 |
|
|
|
490,945 |
|
|
|
959,563 |
|
|
|
445 |
|
Insurance |
|
|
36,112,959 |
|
|
|
21,953,117 |
|
|
|
14,159,842 |
|
|
|
|
|
Utilities |
|
|
46,942,046 |
|
|
|
17,697,650 |
|
|
|
29,244,396 |
|
|
|
|
|
Energy |
|
|
13,148,636 |
|
|
|
9,568,573 |
|
|
|
3,580,063 |
|
|
|
|
|
Real Estate Investment Trust (REIT) |
|
|
875,224 |
|
|
|
875,224 |
|
|
|
|
|
|
|
|
|
Miscellaneous Industries |
|
|
4,829,700 |
|
|
|
|
|
|
|
4,829,700 |
|
|
|
|
|
Corporate Debt Securities |
|
|
11,112,306 |
|
|
|
5,508,392 |
|
|
|
5,603,914 |
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
|
122,573 |
|
|
|
122,573 |
|
|
|
|
|
|
|
|
|
Utilities |
|
|
713,969 |
|
|
|
713,969 |
|
|
|
|
|
|
|
|
|
Money Market Fund |
|
|
2,328,888 |
|
|
|
2,328,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
$ |
190,005,533 |
|
|
$ |
110,593,131 |
|
|
$ |
79,251,157 |
|
|
$ |
161,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Fund did not have any significant transfers between Level 1 and Level 2 during the period.
The Funds investments in Level 2 and Level 3 are based primarily on market information, where
available. This includes, but is not limited to, prices provided by third-party providers,
observable trading activity (including the recency, depth, and consistency of such information with
quoted levels), and the depth and consistency of broker-quoted prices. In the event market
information is not directly available, comparable information may be observed for securities that
are similar in many respects to those being valued. The Fund
28
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
may employ an income approach for certain securities that also takes into account credit risk,
interest rate risk, and potential recovery prospects.
The following is a reconciliation of Level 3 investments for which significant unobservable
inputs were used to determine fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Securities |
|
|
|
Total |
|
|
|
|
|
|
Financial |
|
|
|
Investments |
|
|
Banking |
|
|
Services |
|
|
Balance as of 11/30/10 |
|
$ |
39,816 |
|
|
$ |
39,816 |
|
|
$ |
|
|
Accrued discounts/premiums |
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation/(depreciation) |
|
|
(35,316 |
) |
|
|
(35,316 |
) |
|
|
|
|
Purchases |
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
Transfer in |
|
|
156,745 |
|
|
|
156,300 |
(1) |
|
|
445 |
(1) |
Transfer out |
|
|
|
|
|
|
|
|
|
|
|
|
- |
Balance as of 11/30/11 |
|
$ |
161,245 |
|
|
$ |
160,800 |
|
|
$ |
445 |
|
|
|
|
(1) |
|
Transferred from Level 2 to Level 3 because of lack of observable market
data due to decrease in market activity for these securities. |
For the year ended November 30, 2011, total change in unrealized gain/(loss) on Level 3
securities still held at period-end and included in the change in net assets was $(35,316). Total
unrealized gain/(loss) for all securities (including Level 1 and Level 2) can be found on the
accompanying Statement of Operations.
Securities transactions and investment income: Securities transactions are recorded as of the
trade date. Realized gains and losses from securities sold are recorded on the specific identified
cost basis. Dividend income is recorded on ex-dividend dates. Interest income is recorded on the
accrual basis. The Fund also amortizes premiums and accretes discounts on fixed income securities
using the effective yield method.
Options: Purchases of options are recorded as an investment, the value of which is
marked-to-market at each valuation date. When the Fund enters into a closing sale transaction, the
Fund will record a gain or loss depending on the difference between the purchase and sale price.
When the Fund writes an option, an amount equal to the premium received by the Fund is
recorded as a liability, the value of which is marked-to-market at each valuation date. When a
written option expires, the Fund realizes a gain equal to the amount of the premium originally
received. When the Fund enters into a closing purchase transaction, the Fund realizes a gain (or
loss if the cost of the closing purchase transaction exceeds the premium received when the option
was written) without regard to any unrealized gain or loss on the underlying security, and the
liability related to such option is eliminated. When a call option is exercised, the Fund realizes
a gain or loss from the sale of the underlying security and the proceeds from such sale are
increased by the amount of the premium originally received. When a put option is exercised, the
amount of the premium originally received will reduce the cost of the security which the Fund
purchased upon exercise.
29
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
Repurchase agreements: The Fund may engage in repurchase agreement transactions. The
Funds investment adviser reviews and approves the eligibility of the banks and dealers with which
the Fund may enter into repurchase agreement transactions. The value of the collateral underlying
such transactions is at least equal at all times to the total amount of the repurchase obligations,
including interest. The Fund maintains possession of the collateral through its custodian and, in
the event of counterparty default, the Fund has the right to use the collateral to offset losses
incurred. There is the possibility of loss to the Fund in the event the Fund is delayed or
prevented from exercising its rights to dispose of the collateral securities.
Federal income taxes: The Fund intends to continue to qualify as a regulated investment
company by complying with the requirements under subchapter M of the Internal Revenue Code of 1986,
as amended, applicable to regulated investment companies and intends to distribute substantially
all of its taxable net investment income to its shareholders. Therefore, no federal income tax
provision is required.
Management has analyzed the Funds tax positions taken on federal income tax returns for all
open tax years (November 30, 2011, 2010, 2009 and 2008), and has concluded that no provision for
federal income tax is required in the Funds financial statements. The Funds major tax
jurisdictions are federal and California. The Funds federal and state income and federal excise
tax returns for tax years for which the applicable statutes of limitations have not expired are
subject to examination by the Internal Revenue Service and state departments of revenue.
Dividends and distributions to shareholders: The Fund expects to declare dividends on a
monthly basis to shareholders of Common Stock (Shareholders). Distributions to Shareholders are
recorded on the ex-dividend date. Any net realized short-term capital gains will be distributed to
Shareholders at least annually. Any net realized long-term capital gains may be distributed to
Shareholders at least annually or may be retained by the Fund as determined by the Funds Board of
Directors. Capital gains retained by the Fund are subject to tax at the capital gains corporate tax
rate. Subject to the Fund qualifying as a regulated investment company, any taxes paid by the Fund
on such net realized long-term capital gains may be used by the Funds Shareholders as a credit
against their own tax liabilities. The Fund may pay distributions in excess of the Funds net
investment company taxable income and this excess would be a tax-free return of capital distributed
from the Funds assets.
Income and capital gain distributions are determined and characterized in accordance with
income tax regulations which may differ from US GAAP. These differences are primarily due to (1)
differing treatments of income and gains on various investment securities held by the Fund,
including timing differences, (2) the attribution of expenses against certain components of taxable
investment income, and (3) federal regulations requiring proportionate allocation of income and
gains to all classes of shareholders.
Distributions from net realized gains for book purposes may include short-term capital gains,
which are included as ordinary income for tax purposes, and may exclude amortization of premium and
discount on certain fixed income securities, which are not reflected in ordinary income for tax
purposes. The tax character of distributions paid, including changes in accumulated undeclared
distributions to preferred shareholders, during 2011 and 2010 was as follows:
30
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
Distributions paid in fiscal year 2011 |
|
Distributions paid in fiscal year 2010 |
|
|
Ordinary |
|
Long-Term |
|
Ordinary |
|
Long-Term |
|
|
Income |
|
Capital Gains |
|
Income |
|
Capital Gains |
Common |
|
$12,115,178 |
|
$0 |
|
$10,325,246 |
|
$0 |
Preferred |
|
N/A |
|
N/A |
|
$70,977 |
|
$0 |
As of November 30, 2011, the components of distributable earnings (i.e., ordinary income and
capital gain/loss) available to Shareholders, on a tax basis, were as follows:
|
|
|
|
|
|
|
|
|
Undistributed |
|
Undistributed |
|
Net Unrealized |
Capital (Loss) Carryforward |
|
Ordinary Income |
|
Long-Term Gain |
|
Appreciation/(Depreciation) |
$ (23,824,335)
|
|
$790,056
|
|
$0
|
|
$(6,821,819) |
The composition of the Funds $23,824,335 accumulated realized capital losses was $7,896,186
and $15,928,149 incurred in 2008 and 2009, respectively. These losses may be carried forward and
offset against any future capital gains through 2016 and 2017, respectively. During the year ended
November 30, 2011, the Fund utilized $8,551,063 of capital losses expiring in 2016.
The Regulated Investment Company Modernization Act of 2010 (Modernization Act) was signed
into law on December 22, 2010. Under the Modernization Act the Fund will be permitted to carry
forward capital losses incurred in taxable years beginning after December 22, 2010 (Fiscal Year
2012 for the Fund) indefinitely. However, any losses incurred during those future taxable years
must be utilized prior to the losses incurred in pre-enactment taxable years. As a result,
pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally,
post-enactment capital losses that are carried forward will retain their character as either
short-term or long-term capital losses rather than being considered all short-term under previous
law.
Reclassification of accounts: During the year ended November 30, 2011, reclassifications were
made in the Funds capital accounts to report these balances on a tax basis, excluding temporary
differences, as of November 30, 2011. Additional adjustments may be required in subsequent
reporting periods. These reclassifications have no impact on the net asset value of the Fund. The
calculation of net investment income per share in the financial highlights excludes these
adjustments. Below are the reclassifications:
|
|
|
|
|
Paid-in |
|
Undistributed |
|
Accumulated Net Realized |
Capital |
|
Net Investment Income |
|
Gain on Investments |
$359
|
|
$(301,355)
|
|
$300,996 |
Excise tax: The Internal Revenue Code of 1986, as amended, imposes a 4% nondeductible excise
tax on the Fund to the extent the Fund does not distribute by the end of any calendar year at least
(1) 98% of the sum of its net investment income for that year and 98.2% of its capital gains (both
long-term and short-term) for its fiscal year and (2) certain undistributed amounts from previous
years. The Fund is subject to a payment of an estimated $7,000 of federal excise taxes attributable
to calendar year 2011. The Fund paid $19,840 of federal excise taxes attributable to calendar year
2010 in March 2011.
31
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
Additional Accounting Standards: In January 2010, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about
Fair Value Measurements. ASU No. 2010-06 amends FASB Accounting Standards Codification Topic 820,
Fair Value Measurements and Disclosures, to require additional disclosures regarding fair value
measurements. Certain disclosures required by ASU No. 2010-06 are effective for interim and annual
reporting periods beginning after December 15, 2010, and for interim periods within those fiscal
years. Management has evaluated the impact and has incorporated the disclosures required by ASU
No. 2010-06 in its financial statement disclosures.
In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04 Amendments to
Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU
2011-04 includes common requirements for measurement of and disclosure about fair value between
U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose the following
information for fair value measurements categorized within Level 3 of the fair value hierarchy:
quantitative information about the unobservable inputs used in the fair value measurement, the
valuation processes used by the reporting entity and a narrative description of the sensitivity of
the fair value measurement to changes in unobservable inputs and the interrelationships between
those unobservable inputs. In addition, ASU 2011-04 will require reporting entities to make
disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair
value measurements. The new and revised disclosures are effective for interim and annual reporting
periods beginning after December 15, 2011. Management is currently evaluating the implications of
ASU No. 2011-04 and its impact on the financial statements.
3. Derivative Instruments
The Fund intends to use derivatives primarily to economically hedge against risks in the
portfolio, namely interest rate risk and credit risk. Historically the Fund has used options on
treasury futures contracts for the purpose of economically hedging against a significant increase
in long-term interest rates. When the strategy has been employed, the Fund would purchase put
options on treasury futures contracts that would increase in value if long-term interest rates
increased significantly, offsetting some of the related decline in portfolio asset values. The
Fund has also purchased and written call options on treasury futures contracts to supplement the
put option strategy and also to reduce the overall cost of the interest rate hedge (by earning
premiums from the net sale of call options).
The Fund has the authority to use other derivatives for hedging or to increase expected
return, but has not employed any of these derivatives to-date and does not anticipate broad use of
these derivatives in the near future (although this may change without advance notice). Other
approved derivatives strategies include: buying and selling credit default swaps, interest rate
swaps and options thereon (swaptions), and options on securities. Accounting policies for specific
derivatives, including the location of these items in the financial statements, are included in
Note 2 as appropriate. No assurance can be given that such use of derivatives will achieve their
desired purposes or, in the case of hedging, will result in an overall reduction of risk to the
Fund.
The Fund did not use any derivatives during the fiscal years ended November 30, 2011 and
November 30, 2010.
32
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
Options on Financial Futures Contracts: When the interest rate hedging strategy is
employed, the Fund intends to use options on financial futures contracts in much the same way as
described above. The risk associated with purchasing options, and therefore the maximum loss the
Fund would incur, is limited to the purchase price originally paid. The risk in writing a call
option is that the Fund may forego the opportunity for profit if the market price of the underlying
security increases and the option is exercised. The risk in writing a put option is that the Fund
may incur a loss if the market price of the underlying security decreases and the option is
exercised.
4. |
|
Investment Advisory Fee, Administration Fee, Transfer Agent Fee, Custodian Fee, Directors
Fees and Chief Compliance Officer Fee |
Flaherty & Crumrine Incorporated (the Adviser) serves as the Funds investment adviser. The
Fund pays the Adviser a monthly fee at an annual rate of 0.625% of the value of the Funds average
monthly total managed assets up to $100 million and 0.50% of the Funds average monthly total
managed assets of $100 million or more.
For purposes of calculating the fees payable to the Adviser, Administrator and Custodian, the
Funds total managed assets means the total assets of the Fund (including any assets attributable
to the Funds preferred stock that may be outstanding or otherwise attributable to the use of
leverage) minus the sum of accrued liabilities (other than debt, if any, representing financial
leverage). For purposes of determining total managed assets, the liquidation preference of any
outstanding preferred shares issued by the Fund is not treated as a liability.
BNY Mellon Investment Servicing (US) Inc. (BNY Mellon) serves as the Funds Administrator.
As Administrator, BNY Mellon calculates the net asset value of the Funds shares attributable to
Common Stock and generally assists in all aspects of the Funds administration and operation. As
compensation for BNY Mellons services as Administrator, the Fund pays BNY Mellon a monthly fee at
an annual rate of 0.10% of the first $200 million of the Funds average weekly total managed
assets, 0.04% of the next $300 million of the Funds average weekly total managed assets, 0.03% of
the next $500 million of the Funds average weekly total managed assets and 0.02% of the Funds
average weekly total managed assets above $1 billion.
BNY Mellon also serves as the Funds Common Stock dividend-paying agent and registrar
(Transfer Agent). As compensation for BNY Mellons services, the Fund pays BNY Mellon a fee at an
annual rate of 0.02% of the first $150 million of the Funds average weekly net assets attributable
to Common Stock, 0.0075% of the next $350 million of the Funds average weekly net assets
attributable to Common Stock, and 0.0025% of the Funds average weekly net assets attributable to
Common Stock above $500 million, plus certain out of pocket expenses. For the purpose of
calculating such fee, the Funds average weekly net assets attributable to Common Stock are deemed
to be the average weekly value of the Funds total assets minus the sum of the Funds liabilities.
For this calculation, the Funds liabilities are deemed to include the aggregate liquidation
preference of any outstanding preferred shares and the loan principal balance.
The Bank of New York Mellon (the Custodian) succeeded PFPC Trust Company as the Funds
Custodian. As compensation for the Custodians services as custodian, the Fund pays the Custodian
a monthly fee at the annual rate of 0.01% of the first $200 million of the Funds average weekly
total managed assets, 0.008% of the next $300 million of the Funds average weekly total managed
assets, 0.006% of the
33
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
next $500 million of the Funds average weekly total managed assets and 0.005% of the Funds
average weekly total managed assets above $1 billion.
The Fund currently pays each Director who is not a director, officer or employee of the
Adviser a fee of $9,000 per annum, plus $750 for each in-person meeting of the Board of Directors
or Audit Committee, $500 for each in-person meeting of the Nominating Committee, and $250 for each
telephone meeting. The Audit Committee Chairman receives an additional annual fee of $3,000. The
Fund also reimburses all Directors for travel and out-of-pocket expenses incurred in connection
with such meetings.
The Fund currently pays the Adviser a fee of $37,500 per annum for Chief Compliance Officer
services and reimburses out-of-pocket expenses incurred in connection with providing services in
this role.
5. Purchases and Sales of Securities
For the year ended November 30, 2011, the cost of purchases and proceeds from sales of
securities excluding short-term investments, aggregated $52,270,969 and $45,379,547, respectively.
At November 30, 2011, the aggregate cost of securities for federal income tax purposes was
$196,827,352, the aggregate gross unrealized appreciation for all securities in which there is an
excess of value over tax cost was $17,499,505 and the aggregate gross unrealized depreciation for
all securities in which there is an excess of tax cost over value was $24,321,324.
6. Common Stock
|
|
At November 30, 2011, 240,000,000 shares of $0.01 par value Common Stock were authorized. |
|
|
|
Common Stock transactions were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
|
11/30/11 |
|
|
11/30/10 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Shares issued under the Dividend Reinvestment
and Cash Purchase Plan |
|
|
81,040 |
|
|
$ |
1,008,897 |
|
|
|
87,985 |
|
|
$ |
986,882 |
|
7. Auction Preferred Stock (APS)
The Funds Articles of Incorporation authorize the issuance of up to 10,000,000 shares of
$0.01 par value preferred stock. Prior to July 14, 2009, the Fund had preferred stock issued in the
form of APS. The APS was senior to the Common Stock and resulted in the financial leveraging of the
Common Stock. As of July 14, 2009, the Fund redeemed and cancelled the last remaining shares of APS
and does not currently have any issued and outstanding shares of preferred stock. Although the APS
was redeemed, certain additional distributions were owed to previous holders and were paid in
December, 2009.
8. Committed Financing Agreement
The Fund has entered into a committed financing agreement (Financing Agreement) that allows
the Fund to borrow on a secured basis, which the Fund uses in the normal course of business as
financial leverage. Such leveraging tends to magnify both the risks and opportunities to
Shareholders. The Financing Agreement has been amended from time to time to allow for changes in
the committed amount. As of
34
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
November 30, 2011, the committed amount, and amount borrowed, under the Financing Agreement
was $68.3 million.
Effective August 23, 2011, the lender charges an annualized rate of 0.65% on the undrawn
(committed) balance, and three-month LIBOR (reset quarterly) plus 0.75% on the drawn (borrowed)
balance. From January 1, 2011 to August 22, 2011, the lender charged an annualized rate of 0.80%
on the undrawn balance and three-month LIBOR (reset quarterly) plus 0.95% on the drawn balance.
Prior to January 1, 2011, the lender charged an annualized rate of 1.00% on the undrawn balance and
three-month LIBOR (reset quarterly) plus 1.10% on the drawn balance. For the year ended November
30, 2011, the daily weighted average annualized interest rate on the drawn balance was 1.202% and
the average daily loan balance was $66,428,493. LIBOR rates may vary in a manner unrelated to the
income received on the Funds assets, which could have either a beneficial or detrimental impact on
net investment income and gains available to Shareholders.
The Fund is required to meet certain asset coverage requirements under the Financing Agreement
and under the 1940 Act. In accordance with the asset coverage requirements, at least two-thirds of
the Funds assets are expected to be pledged as collateral assuming the full committed amount is
drawn. Securities pledged as collateral are identified in the portfolio of investments. If the Fund
fails to meet these requirements, or maintain other financial covenants required under the
Financing Agreement, the Fund may be required to repay immediately, in part or in full, the amount
borrowed under the Financing Agreement. Additionally, failure to meet the foregoing requirements or
covenants could restrict the Funds ability to pay dividends to Shareholders and could necessitate
sales of portfolio securities at inopportune times. The Financing Agreement has no stated
maturity, but may be terminated by either party without cause with six months advance notice.
Under the terms of the Financing Agreement, the lender has the ability to borrow a portion of
the securities pledged as collateral against the loan (Rehypothecated Securities), subject to
certain limits. The Fund receives a fee from the lender in connection with any Rehypothecated
Securities. The Fund may recall any Rehypothecated Security at any time and the lender is required
to return the security in a timely fashion. In the event the lender does not return the security,
the Fund will have the right to, among other things, apply and set off an amount equal to 100% of
the then-current fair market value of such Rehypothecated Securities against any loan amounts owed
to the lender under the Financing Agreement. Rehypothecated Securities are marked-to-market daily
and adjusted as necessary so the value of all Rehypothecated Securities does not exceed 100% of the
loan amount under the Financing Agreement. The Fund will continue to earn and receive all
dividends, interest, and other distributions on Rehypothecated Securities. Rehypothecated
Securities are identified in the Portfolio of Investments listing and fees earned from
rehypothecation are included in the Statement of Operations.
9. Portfolio Investments, Concentration and Investment Quality
The Fund invests primarily in a diversified portfolio of preferred securities. This includes
traditional preferred stocks eligible for the inter-corporate dividends received deduction (DRD)
and fully taxable preferred securities. Under normal market conditions, at least 80% of the value
of the Funds net assets will be invested in preferred securities. Also, under normal market
conditions, the Fund invests at least 25% of
35
Flaherty & Crumrine Preferred Income Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Continued)
its assets in securities issued by companies in the utilities industry and at least 25% of its
total assets in securities issued by companies in the banking industry. The Funds portfolio may
therefore be subject to greater risk and market fluctuation than a portfolio of securities
representing a broader range of investment alternatives.
The Fund may invest up to 25% of its assets at the time of purchase in securities rated below
investment grade by all of Moodys, S&P and Fitch, provided that (a) such securities are rated at
least Ba3 by Moodys, BB- by S&P, or BB- by Fitch or (b) such securities are issued by an
issuer having an outstanding class of senior debt rated investment grade by any one of Moodys,
S&P, or Fitch at the time of purchase. Thus, the Fund may invest in securities rated below Ba3 by
Moodys, BB- by S&P and BB- by Fitch if the issuer has investment grade senior debt
outstanding. In addition, the Fund may invest in unrated securities that the Funds investment
adviser deems to be comparable in quality to rated issues in which the Fund is authorized to
invest.
The Fund may invest up to 15% of its assets in common stocks and, under normal market
conditions, up to 20% of its assets in debt securities. Certain of its investments in hybrid,
i.e., fully taxable, preferred securities will be subject to the foregoing 20% limitation to the
extent that, in the opinion of the Adviser, such investments are deemed to be debt-like in key
characteristics. Typically, a security will not be considered debt-like (a) if an issuer can defer
payment of income for eighteen months or more without triggering an event of default and (b) if
such issue is a junior and fully subordinated liability of an issuer or its ultimate guarantor.
In addition to foreign money market securities, the Fund may invest up to 30% of its total
assets in the securities of companies organized or having their principal place of business outside
the United States. All foreign securities held by the Fund will be denominated in U.S. dollars.
The Fund may employ certain investment techniques in accordance with its fundamental
investment policies. These may include the use of when-issued and delayed delivery transactions.
Securities purchased or sold on a when-issued or delayed delivery basis may be settled within 45
days after the date of the transaction. The Fund may also enter into transactions, in accordance
with its investment policies, involving short sales of securities and purchases of securities on
margin. Such transactions may expose the Fund to credit and market valuation risk greater than that
associated with regular trade settlement procedures.
10. Securities Lending
|
|
The Fund terminated its securities lending agreement effective April 15, 2011. |
11. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the
financial statements were issued, and has determined that there were no subsequent events requiring
recognition or disclosure in the financial statements.
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Flaherty & Crumrine Preferred Income Fund Incorporated
We have audited the accompanying statement of assets and liabilities of Flaherty & Crumrine
Preferred Income Fund Incorporated, including the portfolio of investments, as of November 30,
2011, and the related statement of operations for the year then ended, the statements of changes in
net assets for each of the years in the two-year period then ended, the statement of cash flows for
the year then ended, and the financial highlights for each of the years in the five-year period
then ended. These financial statements and financial highlights are the responsibility of the
Funds management. Our responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 2011 by correspondence with the custodian and brokers, or by
other appropriate auditing procedures where replies from brokers were not received. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present
fairly, in all material respects, the financial position of Flaherty & Crumrine Preferred Income
Fund Incorporated as of November 30, 2011, the results of its operations and its cash flows for the
year then ended, the changes in its net assets for each of the years in the two-year period then
ended, and the financial highlights for each of the years in the five-year period then ended, in
conformity with U.S. generally accepted accounting principles.
Boston, Massachusetts
January 24, 2012
37
Flaherty & Crumrine Preferred Income Fund Incorporated
ADDITIONAL INFORMATION (Unaudited)
Dividend Reinvestment and Cash Purchase Plan
Under the Funds Dividend Reinvestment and Cash Purchase Plan (the Plan), a shareholder
whose Common Stock is registered in his or her own name will have all distributions reinvested
automatically by BNY Mellon as agent under the Plan, unless the shareholder elects to receive cash.
Registered shareholders may elect to receive cash by contacting BNY Mellon at the number provided
below. If shares are registered in the name of a broker-dealer or other nominee (that is, in
street name) and the broker or nominee participates in the Plan, distributions may be reinvested
by the broker or nominee in additional shares under the Plan, unless the shareholder elects to
receive distributions in cash. Shareholders may elect to receive cash by contacting their broker or
nominee. A shareholder who holds Common Stock registered in the name of a broker or other nominee
may not be able to transfer the Common Stock to another broker or nominee and continue to
participate in the Plan. Investors who own Common Stock registered in street name should consult
their broker or nominee for details regarding reinvestment.
The number of shares of Common Stock distributed to participants in the Plan in lieu of a cash
dividend is determined in the following manner. Whenever the market price per share of the Funds
Common Stock is equal to or exceeds the net asset value per share on the valuation date,
participants in the Plan will be issued new shares valued at the higher of net asset value or 95%
of the then current market value. Otherwise, BNY Mellon will buy shares of the Funds Common Stock
in the open market, on the New York Stock Exchange (NYSE) or elsewhere, on or shortly after the
payment date of the dividend or distribution and continuing until the ex-dividend date of the
Funds next distribution to holders of the Common Stock or until it has expended for such purchases
all of the cash that would otherwise be payable to the participants. The number of purchased shares
that will then be credited to the participants accounts will be based on the average per share
purchase price of the shares so purchased, including brokerage commissions. If BNY Mellon commences
purchases in the open market and the then current market price of the shares (plus any estimated
brokerage commissions) subsequently exceeds their net asset value most recently determined before
the completion of the purchases, BNY Mellon will attempt to terminate purchases in the open market
and cause the Fund to issue the remaining dividend or distribution in shares. In this case, the
number of shares received by the participant will be based on the weighted average of prices paid
for shares purchased in the open market and the price at which the Fund issues the remaining
shares. These remaining shares will be issued by the Fund at the higher of net asset value or 95%
of the then current market value.
Plan participants are not subject to any charge for reinvesting dividends or capital gains
distributions. Each Plan participant will, however, bear a proportionate share of brokerage
commissions incurred with respect to BNY Mellons open market purchases in connection with the
reinvestment of dividends or capital gains distributions. For the year ended November 30, 2011,
$355 in brokerage commissions were incurred.
The automatic reinvestment of dividends and capital gains distributions will not relieve Plan
participants of any income tax that may be payable on the dividends or capital gains distributions.
A participant in the Plan will be treated for Federal income tax purposes as having received, on
the dividend payment date, a dividend or distribution in an amount equal to the cash that the
participant could have received instead of shares.
38
Flaherty & Crumrine Preferred Income Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
In addition to acquiring shares of Common Stock through the reinvestment of cash
dividends and distributions, a shareholder may invest any further amounts from $100 to $3,000
semi-annually at the then current market price in shares purchased through the Plan. Such
semi-annual investments are subject to any brokerage commission charges incurred by BNY Mellon
under the Plan.
A shareholder whose Common Stock is registered in his or her own name may terminate
participation in the Plan at any time by notifying BNY Mellon in writing, by completing the form on
the back of the Plan account statement and forwarding it to BNY Mellon, or by calling BNY Mellon
directly. A termination will be effective immediately if notice is received by BNY Mellon not less
than 10 days before any dividend or distribution record date. Otherwise, the termination will be
effective, and only with respect to any subsequent dividends or distributions, on the first day
after the dividend or distribution has been credited to the participants account in additional
shares of the Fund. Upon termination and according to a participants instructions, BNY Mellon
will either (a) issue certificates for the whole shares credited to the shareholders Plan account
and a check representing any fractional shares or (b) sell the shares in the market. Shareholders
who hold Common Stock registered in the name of a broker or other nominee should consult their
broker or nominee to terminate participation.
The Plan is described in more detail in the Funds Plan brochure. Information concerning the
Plan may be obtained from BNY Mellon at 1-866-351-7446.
Proxy Voting Policies and Proxy Voting Record on Form N-PX
The Fund files Form N-PX with its complete proxy voting record for the 12 months ended June
30th no later than August 31st of each year. The Fund filed its latest Form
N-PX with the Securities and Exchange Commission (SEC) on August 22, 2011. This filing, as well
as the Funds proxy voting policies and procedures, are available (i) without charge, upon request,
by calling the Funds transfer agent at 1-866-351-7446 and (ii) on the SECs website at
www.sec.gov. In addition, the Funds proxy voting policies and procedures are available on the
Funds website at www.preferredincome.com.
Portfolio Schedule on Form N-Q
The Fund files a complete schedule of portfolio holdings with the SEC for the first and third
fiscal quarters on Form N-Q, the latest of which was filed for the quarter ended August 31, 2011.
The Funds Form N-Q is available on the SECs website at www.sec.gov or may be viewed and obtained
from the SECs Public Reference Room in Washington D.C. Information on the operation of the Public
Reference Section may be obtained by calling 1-800-SEC-0330.
Portfolio Management Team
In managing the day-to-day operations of the Fund, the Adviser relies on the expertise of its
team of money management professionals, consisting of Messrs. Crumrine, Ettinger, Stone and
Chadwick. The professional backgrounds of each member of the management team are included in the
Information about Fund Directors and Officers section of this report.
39
Flaherty & Crumrine Preferred Income Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
Amended and Restated By-Laws
On July 19, 2011, the Board of Directors of the Fund amended and restated in its entirety the
Bylaws of the Fund (the Amended and Restated Bylaws). The Amended and Restated Bylaws include new
or modified provisions regarding shareholder meetings, summarized below.
Shareholder Meetings
Annual Meeting establishing the ability of the Funds Board of Directors to determine the
time of the annual meeting, rather than require the meeting to occur during the 30-day period
ending five months after the end of the Funds fiscal year.
Special Meeting adding procedures and requirements for shareholders to call a special
meeting of shareholders, including provisions that (a) clarify that, with respect to a particular
matter, only shareholders of record as of a specific record date entitled to cast not less than a
majority of all of the votes entitled to be cast on such matter at such meeting may request a
special meeting; (b) expand the information required to be provided by shareholders requesting a
special meeting; and (c) give the Board of Directors control over the record date, time, place, and
other procedures for the meeting.
Notice providing for the ability of the Fund to household shareholder meeting notices.
Quorum clarifying that, once a quorum has been established at a shareholder meeting, the
shareholders may continue to transact business, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Inspectors providing for (i) the Funds Board of Directors, Chairman of the Board, Chief
Executive Officer or President to appoint regionally or nationally recognized independent
inspectors to perform a ministerial review of the validity of any shareholder special meeting
request; and (ii) the Funds Board of Directors or the chairman of the meeting to appoint one or
more inspectors for a shareholder meeting to, among other things, determine the number of shares of
stock represented at the meeting and the validity and effect of proxies, report proxy results to
the chairman of the meeting, and hear challenges in connection with the right to vote.
Advance Notice Provisions for Special Meetings
|
|
|
Enhancing the advance notice provisions for shareholder nominations for Directors and
other proposals, including (a) requiring shareholders to notify the Secretary of the Fund
of Director nominations and other shareholder proposals to be brought at an annual meeting
not earlier the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to
the first anniversary of the date of the proxy statement for the preceding years annual
meeting; provided, however, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the first anniversary of the date of the
preceding years annual meeting, notice by the shareholder to be timely must be so
delivered not earlier than the 150th day prior to the date of such annual meeting and not
later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such
annual meeting, as originally convened, or the tenth day following the day on which public
announcement of |
40
Flaherty & Crumrine Preferred Income Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
|
|
|
the date of such meeting is first made; (b) expanding, among other things, the
information required to be provided by the shareholder making the proposal or nomination,
including information regarding hedging, derivative or other transaction or series of
transactions of such shareholder relating to Fund shares and for Board nomination information
about the nominee and shareholder associated persons; and (c) requiring shareholders to
update or correct any previously-submitted information; and |
|
|
|
|
Clarifying that only those individuals nominated in accordance with the advance notice
provisions of the Amended and Restated Bylaws are eligible for election by shareholder as
Directors, and only such business shall be conducted at a meeting of shareholders as
brought before the meeting in accordance with the advance notice provisions. |
The Fund has filed a full copy of the Amended and Restated Bylaws with the SEC on its EDGAR
website.
Supplementary Tax Information
Distributions to Common Stock Shareholders are characterized as follows for purposes of
Federal income taxes (as a percentage of total distributions). Individual Shareholders will receive
a Form 1099-DIV in 2012 with information about the tax character of distributions they received in
calendar year 2011.
|
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Individual Shareholder |
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|
Corporate Shareholder |
|
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|
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|
|
Ordinary |
|
|
|
|
|
|
Ordinary |
|
|
|
QDI |
|
|
Income |
|
|
DRD |
|
|
Income |
|
Fiscal Year 2011 |
|
|
52.08 |
% |
|
|
47.92 |
% |
|
|
22.74 |
% |
|
|
77.26 |
% |
Calendar Year 2011 |
|
|
52.00 |
% |
|
|
48.00 |
% |
|
|
22.84 |
% |
|
|
77.16 |
% |
41
Flaherty & Crumrine Preferred Income Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
Information about Fund Directors and Officers
The business and affairs of the Fund are managed under the direction of the Funds Board of
Directors. Information pertaining to the Directors and officers of the Fund is set forth below.
|
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Principal |
|
Number of Funds |
|
Other |
|
|
Current |
|
Term of Office |
|
Occupation(s) |
|
in Fund Complex |
|
Public Company |
Name, Address, |
|
Position(s) |
|
and Length of |
|
During Past |
|
Overseen |
|
Board Memberships |
and Age |
|
Held with Fund |
|
Time Served* |
|
Five Years |
|
by Director** |
|
During Past Five Years |
NON-INTERESTED
DIRECTORS: |
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David Gale
Delta Dividend Group, Inc.
220 Montgomery Street
Suite 426
|
|
Director
|
|
Class I Director
since
January 1997
|
|
President of Delta
Dividend Group, Inc.
(investments)
|
|
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4 |
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Metromedia International
Group, Inc. and Emmis
Communications |
San Francisco, CA 94104
Age: 62 |
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Morgan Gust
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 64
|
|
Director and
Nominating
and
Governance
Committee
Chairman
|
|
Class III Director
since
January 1991
|
|
Owner and operator of
various entities engaged
in agriculture and real
estate; Former President
of Giant Industries, Inc.
(petroleum refining and
marketing) from March
2002
through June 2007
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4 |
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CoBiz, Financial, Inc.
(financial services) |
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Karen H. Hogan
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 50
|
|
Director
|
|
Class I Director
since
April 2005
|
|
Financial Consultant;
Active Board Member,
Committee Member and
Volunteer to several non-profit organizations. Board
Member, IKAR, a non-profit organization.
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4 |
|
|
None |
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|
* |
|
The Funds Board of Directors 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. The three year term for each class expires
as follows: |
Class I Directors three year term expires at the Funds 2014 Annual Meeting of
Shareholders;
directors may continue in office until their successors are duly elected and
qualified.
Class II Directors three year term expires at the Funds 2012 Annual Meeting
of Shareholders;
directors may continue in office until their successors are
duly elected and qualified.
Class III Director three year term expires at the Funds 2013 Annual Meeting
of Shareholders;
director may continue in office until his successor is duly
elected and qualified.
** |
|
Each Director also serves as a Director for Flaherty & Crumrine Preferred Income Opportunity
Fund, Flaherty & Crumrine/Claymore Preferred Securities Income Fund, and Flaherty &
Crumrine/Claymore Total Return Fund. |
42
Flaherty & Crumrine Preferred Income Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
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|
Principal |
|
Number of Funds |
|
Other |
|
|
Current |
|
Term of Office |
|
Occupation(s) |
|
in Fund Complex |
|
Public Company |
Name, Address, |
|
Position(s) |
|
and Length of |
|
During Past |
|
Overseen |
|
Board Memberships |
and Age |
|
Held with Fund |
|
Time Served* |
|
Five Years |
|
by Director** |
|
During Past Five Years |
NON-INTERESTED
DIRECTORS: |
|
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Robert F. Wulf
47-154 El Menara Circle
Palm Desert, CA 92260
Age: 74
|
|
Director
and Audit
Committee
Chairman
|
|
Class II Director
since
January 1991
|
|
Financial Consultant;
Trustee, University of
Oregon Foundation;
Trustee, San Francisco
Theological Seminary |
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4 |
|
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None |
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|
INTERESTED
DIRECTOR: |
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Donald F. Crumrine
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 64
|
|
Director,
Chairman of
the Board and
Chief
Executive
Officer
|
|
Class II Director
since
January 1991
|
|
Chairman of the Board
and Director of Flaherty &
Crumrine Incorporated |
|
|
4 |
|
|
|
None |
|
|
|
|
* |
|
The Funds Board of Directors 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.The three year term for each class expires
as follows: |
Class I Directors three year term expires at the Funds 2014 Annual Meeting
of Shareholders;
directors may continue in office until their successors are
duly elected and qualified.
Class II Directors three year term expires at the Funds 2012 Annual Meeting
of Shareholders;
directors may continue in office until their successors are
duly elected and qualified.
Class III Director three year term expires at the Funds 2013 Annual Meeting
of Shareholders;
director may continue in office until his successor is duly
elected and qualified.
** |
|
Each Director also serves as a Director for Flaherty & Crumrine Preferred Income Opportunity
Fund, Flaherty & Crumrine/Claymore Preferred Securities Income Fund, and Flaherty &
Crumrine/Claymore Total Return Fund. |
|
|
|
Interested person of the Fund as defined in the 1940 Act. Mr. Crumrine is considered an
interested person because of his affiliation with Flaherty & Crumrine Incorporated, which acts
as the Funds investment adviser. |
43
Flaherty & Crumrine Preferred Income Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
|
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Principal |
|
|
Current |
|
Term of Office |
|
Occupation(s) |
Name, Address, |
|
Position(s) |
|
and Length of |
|
During Past |
and Age |
|
Held with Fund |
|
Time Served |
|
Five Years |
OFFICERS |
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Robert M. Ettinger
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 53
|
|
President
|
|
Since
October 2002
|
|
President and Director of Flaherty &
Crumrine Incorporated |
|
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|
R. Eric Chadwick
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 36
|
|
Chief Financial
Officer, Vice
President and
Treasurer
|
|
Since
July 2004
|
|
Vice President and Director of
Flaherty & Crumrine Incorporated |
|
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|
|
Chad C. Conwell
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 39
|
|
Chief Compliance
Officer, Vice
President and
Secretary
|
|
Since
July 2005
|
|
Chief Compliance Officer & Vice
President of Flaherty & Crumrine
Incorporated; Director of Flaherty &
Crumrine Incorporated since
January 2011 |
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Bradford S. Stone
47 Maple Street
Suite 403
Summit, NJ 07901
Age: 52
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Vice President
and Assistant
Treasurer
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Since
July 2003
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Vice President and Director of
Flaherty & Crumrine Incorporated |
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Laurie C. Lodolo
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 48
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Assistant
Compliance
Officer, Assistant
Treasurer and
Assistant Secretary
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Since
July 2004
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Assistant Compliance Officer and
Secretary of Flaherty & Crumrine
Incorporated |
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Linda M. Puchalski
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 55
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Assistant
Treasurer
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Since
August 2010
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Administrator of Flaherty & Crumrine
Incorporated |
44
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Directors
Donald F. Crumrine, CFA
Chairman of the Board
David Gale
Morgan Gust
Karen H. Hogan
Robert F. Wulf, CFA
Officers
Donald F. Crumrine, CFA
Chief Executive Officer
Robert M. Ettinger, CFA
President
R. Eric Chadwick, CFA
Chief Financial Officer,
Vice President and Treasurer
Chad C. Conwell
Chief Compliance Officer,
Vice President and Secretary
Bradford S. Stone
Vice President and
Assistant Treasurer
Laurie C. Lodolo
Assistant Compliance Officer,
Assistant Treasurer and
Assistant Secretary
Linda M. Puchalski
Assistant Treasurer
Investment Adviser
Flaherty & Crumrine Incorporated
e-mail: flaherty@pfdincome.com
Questions concerning your shares of Flaherty & Crumrine
Preferred Income Fund?
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If your shares are held in a Brokerage
Account, contact your Broker. |
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If you have physical possession of your shares in certificate form, contact the Funds
Transfer Agent & Shareholder Servicing Agent
BNY Mellon Shareowner Services
P.O. Box
358035
Pittsburgh, PA 15252-8035
1-866-351-7446 |
This report is sent to shareholders of Flaherty & Crumrine
Preferred Income Fund Incorporated for their information. It
is not a Prospectus, circular or representation intended for
use in the purchase or sale of shares of the Fund or of any
securities mentioned in this report.
Annual Report
November 30, 2011
www.preferredincome.com
TABLE OF CONTENTS
Item 2. Code of Ethics.
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(a) |
|
The registrant, as of the end of the period covered by this report, has adopted a code
of ethics that applies to the registrants principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the registrant or a
third party. |
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(c) |
|
There have been no amendments, during the period covered by this report, to a provision
of the code of ethics that applies to the registrants principal executive officer,
principal financial officer, principal accounting officer or controller, or persons
performing similar functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of ethics
description. |
|
(d) |
|
The registrant has not granted any waivers, including an implicit waiver, from a
provision of the code of ethics that applies to the registrants principal executive
officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the items set forth in
paragraph (b) of this items instructions. |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the registrants board of directors has
determined that David Gale, Karen H. Hogan and Robert F. Wulf are each qualified to serve as an
audit committee financial expert serving on its audit committee and that they all are
independent, as defined by the Securities and Exchange Commission.
Item 4. Principal Accountant Fees and Services.
Audit Fees
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(a) |
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The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrants annual
financial statements or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years are $45,000 for
2011 and $44,000 for 2010. |
Audit-Related Fees
|
(b) |
|
The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the performance
of the audit of the
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registrants financial statements and are not reported under paragraph (a) of this Item are
$0 for 2011 and $0 for 2010. |
Tax Fees
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(c) |
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The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice, and tax
planning are $8,270 for 2011 and $8,100 for 2010. |
All Other Fees
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(d) |
|
The aggregate fees billed in each of the last two fiscal years for products and
services provided by the principal accountant, other than the services reported in
paragraphs (a) through (c) of this Item are $0 for 2011 and $0 for 2010. |
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(e)(1) |
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The Funds Audit Committee Charter states that the Audit Committee shall have the duty and
power to 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 Funds investment
adviser and any service providers controlling, controlled by or under common control with the
Funds investment adviser that provide ongoing services to the Fund, if the engagement relates
directly to the operations and financial reporting of the Fund. |
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(e)(2) |
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The percentage of services described in each of paragraphs (b) through (d) of this Item
that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X are as follows: |
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(f) |
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The percentage of hours expended on the principal accountants engagement to audit the
registrants financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountants full-time, permanent
employees was 0%. |
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(g) |
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The aggregate non-audit fees billed by the registrants accountant for services
rendered to the registrant, and rendered to the registrants investment adviser (not
including any sub-adviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser), and any entity controlling, controlled by,
or under common control with the adviser that provides ongoing services to the registrant
for each of the last two fiscal years of the registrant was $0 for 2011 and $0 for 2010. |
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(h) |
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Not applicable. |
Item 5. Audit Committee of Listed registrants.
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(a) |
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The registrant has a separately designated audit committee consisting of all the
independent directors of the registrant. The members of the audit committee are: David
Gale, Morgan Gust, Karen H. Hogan, and Robert F. Wulf. |
Item 6. Investments.
(a) |
|
Schedule of Investments in securities of unaffiliated issuers as of the close of the
reporting period is included as part of the report to shareholders filed under Item 1 of this
form. |
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(b) |
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Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Proxy Voting Policies are attached herewith.
ADVISER PROXY VOTING POLICIES AND PROCEDURES
Flaherty & Crumrine Incorporated (FCI) acts as discretionary investment adviser for various
clients, including the following six pooled investment vehicles (the Funds):
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As adviser to the U.S. Funds
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Flaherty & Crumrine Preferred Income Fund |
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Flaherty & Crumrine Preferred Income Opportunity Fund |
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Flaherty & Crumrine/Claymore Preferred Securities Income Fund |
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Flaherty & Crumrine/Claymore Total Return Fund |
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As sub-adviser
to the Canadian Fund
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Flaherty & Crumrine Investment Grade Fixed Income Fund |
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As sub-adviser
to the Mutual Fund
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Destra Preferred and Income Securities Fund |
FCIs authority to vote proxies for its clients is established through the delegation of
discretionary authority under its investment advisory contracts and the U.S. Funds have adopted
these policies and procedures for themselves
Purpose
These policies and procedures are designed to satisfy FCIs duties of care and loyalty to its
clients with respect to monitoring corporate events and exercising proxy authority in the best
interests of such clients.
In connection with this objective, these policies and procedures are designed to deal with
potential complexities which may arise in cases where FCIs interests conflict or appear to
conflict with the interests of its clients.
These policies and procedures are also designed to communicate with clients the methods and
rationale whereby FCI exercises proxy voting authority.
This document is available to any client or Fund shareholder upon request and FCI will make
available to such clients and Fund shareholders the record of FCIs votes promptly upon request and
to the extent required by Federal law and regulations.
Fundamental Standard
FCI will be guided by the principle that, in those cases where it has proxy voting authority, it
will vote proxies, and take such other corporate actions, consistent with the interest of its
clients in a manner free of conflicts of interest with the objective of client wealth maximization.
General
FCI has divided its discussion in this document into two major categories: voting with respect to
common stock and voting with respect to senior equity, e.g., preferred stock and similar
securities. In those events where FCI may have to take action with respect to debt, such as in the
case of amendments of covenants or in the case of default, bankruptcy, reorganization, etc., FCI
will apply the same principles as would apply to common or preferred stock, mutatis mutandis.
These policies and procedures apply only where the client has granted discretionary authority with
respect to proxy voting. Where FCI does not have authority, it will keep appropriate written
records evidencing that such discretionary authority has not been granted.
FCI may choose not to keep written copies of proxy materials that are subject to SEC regulation and
maintained in the SECs EDGAR database. In other instances, FCI will keep appropriate written
records in its files or in reasonably accessible storage.
Similarly, FCI will keep in its files, or reasonably accessible storage, work papers and other
materials that were significant to FCI in making a decision how to vote.
For purposes of decision making, FCI will assume that each ballot for which it casts votes is the
only security of an issuer held by the client. Thus, when casting votes where FCI may have
discretionary authority with regard to several different securities of the same issuer, it may vote
securities in favor for those securities or classes where FCI has determined the matter in
question to be beneficial while, at the same time, voting against for those securities or classes
where FCI has determined the matter to be adverse. Such cases occasionally arise, for example, in
those instances where a vote is required by both common and preferred shareholders, voting as
separate classes, for a change in the terms regarding preferred stock issuance.
FCI will reach its voting decisions independently, after appropriate investigation. It does not
generally intend to delegate its decision making or to rely on the recommendations of any third
party, although it may take such recommendations into consideration. FCI may consult with such
other experts, such as CPAs, investment bankers, attorneys, etc., as it regards necessary to help
it reach informed decisions.
Absent good reason to the contrary, FCI will generally give substantial weight to management
recommendations regarding voting. This is based on the view that management is usually in the best
position to know which corporate actions are in the best interests of common shareholders as a
whole.
With regard to those shareholder-originated proposals which are typically described as social,
environmental, and corporate responsibility matters, FCI will typically give weight to
managements
recommendations and vote against such shareholder proposals, particularly if the adoption of such
proposals would bring about burdens or costs not borne by those of the issuers competitors.
In cases where the voting of proxies would not justify the time and costs involved, FCI may refrain
from voting. From the individual clients perspective, this would most typically come about in the
case of small holdings, such as might arise in connection with spin-offs or other corporate
reorganizations. From the perspective of FCIs institutional clients, this envisions cases (1) as
more fully described below where preferred and common shareholders vote together as a class or (2)
other similar or analogous instances.
Ultimately, all voting decisions are made on a case-by-case basis, taking relevant considerations
into account.
Voting of Common Stock Proxies
FCI categorizes matters as either routine or non-routine, which definition may or may not precisely
conform to the definitions set forth by securities exchanges or other bodies categorizing such
matters. Routine matters would include such things as the voting for directors and the
ratification of auditors and most shareholder proposals regarding social, environmental, and
corporate responsibility matters. Absent good reason to the contrary, FCI normally will vote in
favor of managements recommendations on these routine matters.
Non-routine matters might include, without limitation, such things as (1) amendments to management
incentive plans, (2) the authorization of additional common or preferred stock, (3) initiation or
termination of barriers to takeover or acquisition, (4) mergers or acquisitions, (5) changes in the
state of incorporation, (6) corporate reorganizations, and (7) contested director slates. In
non-routine matters, FCI, as a matter of policy, will attempt to be generally familiar with the
questions at issue. This will include, without limitation, studying news in the popular press,
regulatory filings, and competing proxy solicitation materials, if any. Non-routine matters will
be voted on a case-by-case basis, given the complexity of many of these issues.
Voting of Preferred Stock Proxies
Preferred stock, which is defined to include any form of equity senior to common stock, generally
has voting rights only in the event that the issuer has not made timely payments of income and
principal to shareholders or in the event that a corporation desires to effectuate some change in
its articles of incorporation which might modify the rights of preferred stockholders. These are
non-routine in both form and substance.
In the case of non-routine matters having to do with the modification of the rights or protections
accorded preferred stock shareholders, FCI will attempt, wherever possible, to assess the costs and
benefits of such modifications and will vote in favor of such modifications only if they are in the
bests interests of preferred shareholders or if the issuer has offered sufficient compensation to
preferred stock shareholders to offset the reasonably foreseeable adverse consequences of such
modifications. A similar type of analysis would be made in the case where preferred shares, as a
class, are entitled to vote on a merger or other substantial transaction.
In the case of the election of directors when timely payments to preferred shareholders have not
been made (contingent voting), FCI will cast its votes on a case-by-case basis after
investigation of the qualifications and independence of the persons standing for election.
Routine matters regarding preferred stock are the exception, rather than the rule, and typically
arise when the preferred and common shareholders vote together as a class on such matters as
election of directors. FCI will vote on a case-by-case basis, reflecting the principles set forth
elsewhere in this document. However, in those instances (1) where the common shares of an issuer
are held by a parent company and (2) where, because of that, the election outcome is not in doubt,
FCI does not intend to vote such proxies since the time and costs would outweigh the benefits.
Actual and Apparent Conflicts of Interest
Potential conflicts of interest between FCI and FCIs clients may arise when FCIs relationships
with an issuer or with a related third party conflict or appear to conflict with the best interests
of FCIs clients.
FCI will indicate in its voting records available to clients whether or not a material conflict
exists or appears to exist. In addition, FCI will communicate with the client (which means the
independent Directors or Director(s) they may so designate in the case of the U.S. Funds and the
investment adviser in the case of the Canadian Fund or the Mutual Fund) in instances when a
material conflict of interest may be apparent. FCI must describe the conflict to the client and
state FCIs voting recommendation and the basis therefor. If the client considers there to be a
reasonable basis for the proposed vote notwithstanding the conflict or, in the case of the Funds,
that the recommendation was not affected by the conflict (without considering the merits of the
proposal), FCI will vote in accordance with the recommendation it had made to the client.
In all such instances, FCI will keep reasonable documentation supporting its voting decisions
and/or recommendations to clients.
Amendment of the Policies and Procedures
These policies and procedures may be modified at any time by action of the Board of Directors of
FCI but will not become effective, in the case of the U.S. Funds, unless they are approved by
majority vote of the non-interested directors of the U.S. Funds. Any such modifications will be
sent to FCIs clients by mail and/or other electronic means in a timely manner. These policies
and procedures, and any amendments hereto, will be posted on the U.S. Funds websites and will be
disclosed in reports to shareholders as required by law.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
The following paragraphs provide certain information with respect to the portfolio managers of
the Fund and the material conflicts of interest that may arise in connection with their management
of the investments of the Fund, on the one hand, and the investments of other client accounts for
which they have responsibility, on the other hand. Certain other potential conflicts of interest
with respect to personal trading and proxy voting are discussed above under Item 2 Codes of
Ethics and Item 7 Proxy Voting Policies.
(a)(1) Portfolio Managers
R. Eric Chadwick, Donald F. Crumrine, Robert M. Ettinger and Bradford S. Stone jointly serve as the
Portfolio Managers of the Fund. Additional biographical information about the portfolio managers
is available in the Annual Report included in Response to Item 1 above.
(a)(2) Other Accounts Managed By Portfolio Managers
The tables below illustrate other accounts where each of the above-mentioned four portfolio
managers has significant day-to-day management responsibilities as of November 30, 2011:
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# of Accounts |
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Managed for which |
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Total |
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Advisory Fee is |
Name of Portfolio Manager |
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# of Accounts |
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Total Assets |
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Based on |
or Team Member |
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Type of Accounts |
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Managed |
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(mm) |
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Performance |
1. Donald F. Crumrine
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Other Registered Investment Companies:
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|
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4 |
|
|
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1,498 |
|
|
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0 |
|
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Other Pooled Investment Vehicles:
|
|
|
1 |
|
|
|
168 |
|
|
|
0 |
|
|
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Other Accounts:
|
|
|
12 |
|
|
|
2,375 |
|
|
|
0 |
|
|
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|
|
|
|
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|
|
|
|
|
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2. Robert M. Ettinger
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Other Registered Investment Companies:
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4 |
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1,498 |
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|
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0 |
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Other Pooled Investment Vehicles:
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|
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1 |
|
|
|
168 |
|
|
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0 |
|
|
|
Other Accounts:
|
|
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12 |
|
|
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2,375 |
|
|
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0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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3. R. Eric Chadwick
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|
Other Registered Investment Companies:
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|
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4 |
|
|
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1,498 |
|
|
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0 |
|
|
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Other Pooled Investment Vehicles:
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|
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1 |
|
|
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168 |
|
|
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0 |
|
|
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Other Accounts:
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12 |
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2,375 |
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|
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0 |
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|
|
|
|
|
|
|
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4. Bradford S. Stone
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Other Registered Investment Companies:
|
|
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4 |
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1,498 |
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0 |
|
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Other Pooled Investment Vehicles:
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1 |
|
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168 |
|
|
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0 |
|
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Other Accounts:
|
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12 |
|
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2,375 |
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0 |
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Potential Conflicts of Interest
In addition to the Fund, the Portfolio Managers jointly manage accounts for three other closed-end
funds, one mutual fund, one Canadian fund and other institutional clients. As a result, potential
conflicts of interest may arise as follows:
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Allocation of Limited Time and Attention. The Portfolio Managers may devote unequal
time and attention to the management of all accounts. As a result, the Portfolio Managers
may not be able to formulate as complete a strategy or identify equally attractive
investment opportunities for each of those accounts as might be the case if they were to
devote substantially more attention to the management of one account. |
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Allocation of Limited Investment Opportunities. If the Portfolio Managers identify an
investment opportunity that may be suitable for multiple accounts, the Fund may not be able
to take full advantage of that opportunity because the opportunity may need to be allocated
among other accounts. |
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Pursuit of Differing Strategies. At times, the Portfolio Managers may determine that an
investment opportunity may be appropriate for only some accounts or may decide that certain
of these accounts should take differing positions (i.e., may buy or sell the particular
security at different times or the same time or in differing amounts) with respect to a
particular security. In these cases, the Portfolio Manager may place separate transactions
for one or more accounts which may affect the market price of the security or the execution
of the transaction, or both, to the detriment of one or more other accounts. |
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Variation in Compensation. A conflict of interest may arise where the financial or
other benefits available to the Portfolio Manager differ among accounts. While the Adviser
only charges fees based on assets under management and does not receive a performance fee
from any of its accounts, and while it strives to maintain uniform fee schedules, it does
have different fee schedules based on the differing
advisory services required by some accounts. Consequently, though the differences in such
fee rates are |
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slight, the Portfolio Managers may be motivated to favor certain accounts over
others. In addition, the desire to maintain assets under management or to derive other
rewards, financial or otherwise, could influence the Portfolio Managers in affording
preferential treatment to those accounts that could most significantly benefit the Adviser. |
The Adviser and the Fund have adopted compliance policies and procedures that are designed to
address the various conflicts of interest that may arise for the Adviser and its staff members.
However, there is no guarantee that such policies and procedures will be able to detect and prevent
every situation in which an actual or potential conflict may arise.
(a)(3) Portfolio Manager Compensation
Compensation is paid solely by the Adviser. Each Portfolio Manager receives the same fixed salary.
In addition, each Portfolio Manager receives a bonus based on peer reviews of his performance and
the total net investment advisory fees received by Flaherty & Crumrine (which are in turn based on
the value of its assets under management). The Portfolio Managers do not receive deferred
compensation, but participate in a profit-sharing plan available to all employees of the Adviser;
amounts are determined as a percentage of the employees eligible compensation for a calendar year
based on IRS limitations. Each Portfolio Manager is also a shareholder of Flaherty & Crumrine and
receives quarterly dividends based on his equity interest in the company.
(a)(4) Disclosure of Securities Ownership
The following indicates the dollar range of beneficial ownership of shares by each Portfolio
Manager as of November 30, 2011:
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Dollar Range of Fund Shares |
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Name |
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Beneficially Owned* |
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R. Eric Chadwick |
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$ |
100,001 to $500,000 |
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Donald F. Crumrine |
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$ |
100,001 to $500,000 |
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Robert M. Ettinger |
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$ |
100,001 to $500,000 |
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Bradford S. Stone |
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$ |
100,001 to $500,000 |
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* |
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Includes 7,169 shares held by Flaherty & Crumrine Incorporated of which each portfolio manager has
beneficial ownership. |
(b) Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Enhancing the advance notice provisions for shareholder nominations for Directors and other
proposals, including (a) requiring shareholders to notify the Secretary of the Fund of Director
nominations and other shareholder proposals to be brought at an annual meeting not earlier the
150th
day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the
date of
the proxy statement for the preceding years annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced or delayed by more than 30 days from the
first anniversary of the date of the preceding years annual meeting, notice by the shareholder to
be timely must be so delivered not earlier than the 150th day prior to the date of such annual
meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date
of such annual meeting, as originally convened, or the tenth day following the day on which public
announcement of the date of such meeting is first made; (b) expanding, among other things, the
information required to be provided by the shareholder making the proposal or nomination, including
information regarding hedging, derivative or other transaction or series of transactions of such
shareholder relating to Fund shares and for Board nomination information about the nominee and
shareholder associated persons; and (c) requiring shareholders to update or correct any
previously-submitted information; and
Clarifying that only those individuals nominated in accordance with the advance notice provisions
of the Amended and Restated Bylaws are eligible for election by shareholder as Directors, and only
such business shall be conducted at a meeting of shareholders as brought before the meeting in
accordance with the advance notice provisions.
Item 11. Controls and Procedures.
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(a) |
|
The registrants principal executive and principal financial officers, or persons
performing similar functions, have concluded that the registrants disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as
amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days
of the filing date of the report that includes the disclosure required by this paragraph,
based on their evaluation of these controls and procedures required by Rule 30a-3(b) under
the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
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(b) |
|
There were no changes in the registrants internal control over financial reporting (as
defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the
registrants second fiscal quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting. |
Item 12. Exhibits.
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(a)(1) |
|
Code of ethics, or any amendment thereto, that is the subject of disclosure required by
Item 2 is attached hereto. |
|
|
(a)(2) |
|
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act of 2002 are attached hereto. |
|
|
(a)(3) |
|
Not applicable. |
|
|
(b) |
|
Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the
Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(registrant) Flaherty & Crumrine Preferred Income Fund Incorporated
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By (Signature and Title)* |
/s/ Donald F. Crumrine
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Donald F. Crumrine, Director, Chairman of the Board and
Chief Executive Officer |
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(principal executive officer) |
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Date 1/24/12
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
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By (Signature and Title)* |
/s/ Donald F. Crumrine
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Donald F. Crumrine, Director,
Chairman of the Board and
Chief Executive Officer |
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(principal executive officer) |
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Date 1/24/12
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By (Signature and Title)* |
/s/ R. Eric Chadwick
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R. Eric Chadwick, Chief Financial Officer, Treasurer and |
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Vice President
(principal financial officer) |
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Date 1/24/12
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Print the name and title of each signing officer under his or her signature. |