<![CDATA[Flaherty & Crumrine Preferred Income Fund Incorporated]]>

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)

registrant’s telephone number, including area code:     626-795-7300

Date of fiscal year end:     November 30

Date of reporting period:     November 30, 2012

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:

Fiscal 2012 concluded with positive returns—total return on net asset value1 for the final fiscal quarter2 was +5.1%. Over the full fiscal year, return on NAV was +28.2%. Since the Fund’s inception almost 22 years ago, the average annual return is +10.1%. The table below puts these numbers in context, comparing the Fund to two broad indices, one for equities and one for bonds. In the discussion section below, we dig deeper into performance; hopefully, investors will come away with a clear understanding of the factors underlying the numbers as well as our outlook for the months ahead.

TOTAL RETURN ON NET ASSET VALUE FOR PERIODS ENDED NOVEMBER 30, 2012

 

     Actual Returns     Average Annualized Returns  
     Three
Months
    Six
Months
    One
Year
    Three
Years
    Five
Years
    Ten
Years
    Life of
Fund(1)
 
Flaherty & Crumrine Preferred
Income Fund
     5.1     13.1     28.2     21.2     10.9     8.5     10.1

Barclays Capital U.S. Aggregate Index(2)

     0.5     2.0     5.5     5.7     6.0     5.4     6.8

S&P 500 Index(3)

     1.3     9.3     16.1     11.2     1.3     6.4     8.9

 

 

  (1) Since inception on January 31, 1991.  
  (2) The Barclays Capital U.S. Aggregate Index is an unmanaged index considered representative of the U.S. investment grade, fixed-rate bond market.  
  (3) 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.

We encourage shareholders with long-term investment horizons to focus on performance on net asset value; we also realize performance based on the market price of Fund shares is important. During the fiscal quarter the return based on income plus change in the Fund’s market price was -0.5%. For the fiscal year, this measure was +18.4%.

On December 10, 2012 the Fund announced it would make a special year-end distribution of $0.12 per share (in addition to the regular December dividend). The special year-end dividend results from the Fund earning slightly more than we anticipated during the past year.

At the same time, the Fund announced a small decrease in the monthly distribution to be paid to shareholders. The new rate, $0.09 per share, is 3.2% lower than the previous amount. As readers may recall, we have cautioned that a decline in the dividend was inevitable as some of the higher-yielding

 

 

1 

Following the methodology required by the SEC, total return includes income and principal change, plus the impact of the Fund’s leverage and expenses.

2 

September 1, 2012—November 30, 2012


securities in the Fund’s portfolio are redeemed and replaced with lower-yielding securities. The relatively small reduction is evidence that so far, we have been able to manage the redemption trend with some success. A more comprehensive discussion about the Fund’s dividends can be found in the section following this letter.

At this time last year, we were writing with a measure of concern over the outlook for financial markets and world economies. Since then, European economies have been mired in recession, and the United States has marched steadfastly toward its own fiscal cliff. Political leaders around the world have yet to deal decisively with their economic problems, but they have made some progress. We also witnessed several natural catastrophes, most notably super storm Sandy.

Despite this ominous backdrop, the market for preferred securities is in fine shape. The financial condition of the U.S. banking industry has improved significantly; in most instances, banks now have more capital and greater transparency than at any time we can recall. Property and casualty insurance companies easily withstood the impact of major catastrophes thanks to disciplined underwriting and conservative capital levels. Even life insurance companies, under pressure from low interest rates, have generally managed to produce consistently good earnings.

Demand for preferred securities is strong as evidenced by a gradual decline in coupon rates on new issues. The pace of issuance has been steady, and the variety of issuers and structures have kept us on our toes. We anticipate issuers will continue to raise new preferred capital for the foreseeable future. Much new issuance has been to replace older and more expensive issues. Conversely, some issuers have redeemed preferred securities without issuing replacements. As a result, the size of the preferred market has shrunk modestly.

It’s not in our nature to be cheerful, so despite a very cheery 2012, we plan to approach the new year as we always do—with healthy levels of vigilance and skepticism. In the section below, we dig deeper into topics mentioned here as well as others important to shareholders. In addition, we encourage you to visit the Fund’s website, www.preferredincome.com for timely and important information.

Sincerely,

 

LOGO   LOGO

Donald F. Crumrine

Chairman

 

Robert M. Ettinger

President

December 31, 2012  

 

2


DISCUSSION TOPICS

The Fund’s Portfolio Results and Components of Total Return on NAV

The table below reflects performance over both the recent six months and the Fund’s fiscal year of each element comprising total return for 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 Fund’s interest-rate hedging strategy); and (c) utilizing leverage to enhance returns to shareholders. Next, we compute the impact of the Fund’s operating expenses. All of the parts are summed to determine total return on NAV.

Components of PFD’s Total Return on NAV

for the Fiscal Year Ended November 30, 2012

 

             Six Months*     One Year  

Total Return on Unleveraged Securities Portfolio
(including principal change and income)

   

     9.5     20.1

Return from Interest Rate Hedging Strategy

  

     N/A        N/A   

Impact of Leverage (including leverage expense)

  

     4.3     9.5

Expenses (excluding leverage expense)

  

     -0.7     -1.4
* Actual, not annualized.     Total Return on NAV         13.1     28.2

For comparison, the following table displays returns over the same time periods on three indices compiled by Bank of America Merrill Lynch, reflecting various segments of the preferred market. Because the index returns exclude all expenses and the impact of leverage, they compare most directly to the top line in the Fund’s performance table above (Total Return on Unleveraged Securities Portfolio).

Total Returns of Bank of America Merrill Lynch Preferred Securities Indices*

for Periods Ended November 30, 2012

 

     Six Months     One Year  

BofA Merrill Lynch 8% Capped DRD Preferred Stock IndexSM

    5.7     12.5

BofA Merrill Lynch 8% Capped Hybrid Preferred Securities IndexSM

    4.7     12.4

BofA Merrill Lynch 8% Capped Corporate U.S. Capital Securities IndexSM

            19.4

 

  *

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%. All index returns include interest and dividend income, and, unlike the Fund’s returns, are unmanaged and do not reflect any expenses.

Over the past six-month and one-year time periods, the Fund’s (unleveraged) securities portfolio has either beaten or modestly underperformed each of the three indices shown above.

 

3


During fiscal 2012, the Fund’s total return on NAV significantly exceeded the returns on the indices, aided by the Fund’s use of leverage. While leverage can reduce returns during periods of adverse market conditions, during the recent fiscal year the Fund’s use of leverage enhanced both income distributed by the Fund and its total return over the period.

Total Return on Market Price of Fund Shares

While our focus is primarily on managing the Fund’s investment portfolio, our shareholders’ actual return is comprised of the Fund’s monthly dividend payments plus changes in its market price. During the twelve month period ending November 30, 2012, total return on market price of Fund shares was +18.4%.

Historically, the preferred securities market has experienced price volatility consistent with those of fixed income securities. However, since mid-2007 it has become clear that preferred security valuations, including both Fund NAV and market price of its shares, can move dramatically when there is volatility in stock prices. The chart below contrasts the relative stability of the Fund’s earlier period with the more recent decline and recovery in both its NAV and market price, during and following the “Great Recession.”

LOGO

The decline and recovery in their valuations over this period was not unique to preferred securities. Virtually all fixed-income asset classes, excluding U.S. Treasury securities, experienced some volatility during this period. However, both the market price and NAV of the Fund have recovered sufficiently that long-term shareholders have experienced returns consistent with those received prior to 2007.

In a more perfect world, the market price of Fund shares and its NAV, as shown in the above chart, would track more closely. If so, the resulting premium or discount of the Fund, calculated as the difference between these two inputs and expressed as a percentage, would remain relatively close to zero. However, as can be seen from the chart on page 5, over the life of the Fund this often has not been the case, and since 2010 the market price of Fund shares has typically traded at a premium to NAV. The Fund began

 

4


fiscal 2012 with its market price at a significant premium to NAV. By the end of fiscal 2012 this premium had contracted considerably, and, as a result, the total return earned on market price, while still impressive, trailed the total return on NAV shown in the table on page 3.

Although divergence between NAV and market price of a closed-end fund is generally driven by supply/demand imbalances affecting its market price, we can only speculate about why the relationship between the Fund’s market price and NAV hasn’t been closer over time.

 

LOGO

Based on a closing price of $13.63 on December 31st, the current annualized yield on market price of Fund shares (assuming its new current monthly distribution of $0.09 does not change) is 7.92%.

Monthly Distributions to Fund Shareholders

The Fund makes monthly distributions of income to shareholders consistent with its primary objective of providing high current income. The Fund earns its income both by investing its shareholder capital in income-producing securities, such as preferred securities, and employing leverage by borrowing additional money to invest in more income-producing securities.

This use of leverage is important in the Fund’s strategy for producing high current income. Over time, the cost of leverage tends to be lower than the yield on the Fund’s portfolio. The difference between what the Fund earns on its investments and pays on the borrowed money increases income available to common shareholders.

A lot of good things happened in 2012 that added to the success of this strategy and resulted in extra income being available for common shareholders at year end. For calendar year 2012, total distributions to shareholders (including the special distribution in December) were 10.5% higher than the sum of ordinary monthly distributions during the year. Although interest rates across the entire yield curve have declined in

 

5


recent years, the Fund has held securities with coupons above current market levels. Income the Fund was earning continued to benefit from those higher-coupon securities. At the same time, the Fund’s cost of leverage continued to move lower (1.09% as of this writing), as it is tied to the level of 3-Month LIBOR. We have also had an opportunity over the past couple of years to adjust the terms of the leverage to be more favorable in both cost and flexibility. Lastly, the Fund received income from a bankruptcy settlement late in the year that added to December’s special distribution.

We have written over the past year about the impact of changes in the regulatory environment (e.g., Dodd-Frank, Basel III), sustained low levels of interest rates, and the transition in the preferred securities market to more traditional preferred stock (versus trust preferred securities). The Fund has already completed much of the reinvestment related to Dodd-Frank redemptions of bank trust preferreds, with only about 3.7% of the portfolio remaining in bank trust preferreds that are still subject to early redemption. We do expect issuers to continue to refinance higher-coupon securities, even beyond bank trust preferreds, given the low absolute level of interest rates.

In determining the new monthly dividend announced in December, we have looked out over the next year and anticipated necessary reinvestment. We expect that leverage costs will remain low, given our outlook for the economy and guidance from the Federal Reserve. As such, we hope that current monthly dividends can be sustained through the fiscal year, consistent with our belief that shareholders are better served by stable monthly distributions than by distributions that change from month-to-month. As we have cautioned before, however, it is important not to confuse “stable dividend” with “constant dividend.” When it comes to distributions, there is no such thing as “forever.”

The two primary factors that could alter this course are greater-than-expected declines in top-line portfolio income, and increases in the cost of leverage from these historically-low levels. Both are probably inevitable, but we believe they are not likely to happen at exactly the same time and, in both cases, the pace should be gradual. We also believe preferred securities offer attractive total returns currently and that the Fund will continue to offer a competitive distribution rate.

Preferred Market Conditions

Conditions in the market for preferred securities1 are very positive. In our view the market is healthier than any time in recent memory. Slow economic growth in the U.S., uncertainty about the fiscal cliff, and the ongoing debt problems in Europe, have steered more investors to preferred securities. The sector offers some of the highest yields in the fixed income universe, and recently prices have been much less volatile than for common stocks.

Two important trends, refinancing of high cost issues and par redemptions of bank trust preferred securities continue to impact the market. These have been in motion for several years and we have discussed them often in the past.

Briefly, by refinancing, issuers take advantage of the current low interest-rate environment to redeem outstanding preferred securities, replacing them with less expensive new issues. Of course, for investors the impact is a decline in investment income.

 

 

1 

For our purposes, the market is defined to include deeply subordinated debt and preferred stock denominated in US dollars.

 

6


The pace of par redemptions of bank trust preferred securities is winding down. Made possible by provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, these redemptions have resulted in a meaningful reduction in the size of the market.

In 2012, we saw $68 billion of preferred securities redeemed2 by issuers (this does not include purchases made by issuers in the open market, a harder number to calculate). Of this amount, $44 billion or 64% is attributable to regulatory change. The balance ($24 billion or 36%) were calls made to remove higher coupon issues and may or may not have been replaced.

Investors eagerly bought most new issues throughout the year. A total of $57 billion from 127 issuers was added to the market in 2012. The numbers breakdown as follows:

 

Bank      31%   
Insurance      22%   
REIT      20%   
Finance      14%   
Miscellaneous      5%   
Utility      5%   
Communications      2%   
Energy      1%   
Retail      71%   
Institutional      29%   
Domestic      85%   
Foreign      15%   
QDI Eligible      45%   
Fully Taxable      55%   
 

 

A vibrant market for new issues helps overall market liquidity, a key barometer of market health. The number of market participants, including market makers and end-users, appears to be growing. We expect the level of activity in preferred markets to remain strong in 2013 to the benefit of almost everyone in the space.

Preferreds’ Performance in Periods of Market Stress

After taking a shellacking during the financial crisis, preferred securities have posted stellar returns over the past three years, pushing yields on most new issues down to a 5-6% range. What should investors expect going forward?

Investors need to remember that preferred securities have characteristics of both equity and debt securities. In times of economic or financial stress, preferreds’ equity-like characteristics come to the fore. Issuers can defer—or for noncumulative issues, skip—dividends. In addition, prices of preferred securities can drop sharply, reflecting higher probability of issuer default or regulatory seizure during a period of stress. Regulatory changes have made preferred securities more explicitly loss-absorbing and equity-like. In short, investors should expect that in the future preferred securities will absorb losses if and when issuing companies come under significant financial strain. At the same time, preferred securities pay fixed- or floating-rate dividends that do not increase as an issuer’s earnings or capital rise (although they improve prospects that an issuer will make full and timely payment of those dividends). This means that, when held to redemption, investors earn, at most, the dividend yield on that security, plus or minus the difference between the purchase and redemption price of the issue; upside is limited. Of course, active management of preferred securities can add (or subtract) return over time, but when the market is trading near par value, as it is now, dividend yield is the primary driver of prospective returns.

 

 

2 

A portion of these were announced in 2012 to be redeemed in 2013.

 

7


Applying those notions to preferred securities in today’s market, we anticipate “dividend plus a bit” returns over the next year or two. The U.S. economy is growing moderately, inflation is low, and monetary policy is accommodative; interest rates are likely to remain low. Credit quality continues to improve; problem loans are falling, housing is recovering, and household balance sheets are improving. Europe is making tentative progress toward resolving its sovereign debt crisis. Banking regulation is driving higher common equity capital and lower risk. Add it up, and we foresee low risk of a sharp, widespread drop in preferred securities’ prices. Meanwhile, preferred securities’ yields remain attractive relative to other fixed-income alternatives, and there is reason for their prices to move modestly higher. We do not anticipate a repeat of recent double-digit returns, simply because starting yields are lower and the market is no longer trading at a discount to par.

In a low-return world, investors should welcome the yields offered by preferred securities today. But investors need to understand the downside risks presented by preferreds’ equity-like features, even if those risks appear remote for now.

Changes to Fund Industry Concentration Policy

On April 19, 2012 Fund shareholders approved a change in Fund concentration policy so that under normal market conditions it will invest at least 25% of its total assets in the financial sector. Formerly, under normal conditions the Fund invested at least 25% of its total assets in the utilities industry and at least 25% of its total assets in the banking industry. The change was recommended because utility issues now comprise a much smaller part of the preferred universe, and financials a much larger part, than when the Fund was formed.

The new concentration policy requires the Fund to invest, under normal market conditions, at least 25% of its total assets in the financial sector, which for this purpose is comprised of the banking, thrifts & mortgage finance, diversified financial services, finance, consumer finance, capital markets, asset management & custody, investment banking & brokerage, insurance, insurance brokers and real estate investment trust (REIT) industries. From time to time, the Fund may have 25% or more of its total assets invested in any one of these industries.

The Fund now has flexibility to go above or below 25% in any one type of company in the financial sector as long as at least 25% of its total assets is invested in the financial sector in aggregate. For example, the Fund could have more than 25% of its total assets in insurance companies, while at other times it could have that portion invested in banks. At all times, though, the Fund would have at least 25% of its total assets invested in the financial sector.

Status of the Fund’s 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 the Fund stopped hedging the long-term interest-rate risk of its portfolio. First, the relationship between preferred securities’ prices and Fund 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 cheaper and were likely to offer attractive returns to shareholders even if long-term Treasury yields increased. We believed hedging simply would not work under these market conditions.

 

8


Today, the correlation between preferred securities and our hedge instruments has improved, but it remains both weaker and significantly less stable than historic norms. We will continue to evaluate market conditions and the composition of the Fund’s portfolio, and we may reinstate the hedge if we judge that conditions warrant it.

Federal Tax Advantages of 2012 Calendar Year Distributions

In 2012, the Fund passed on a portion of its income to individuals in the form of qualified dividend income, or QDI. Under federal law for 2012, QDI was taxed at a minimum of 0% and a maximum 15% rate instead of an individual’s ordinary income tax rate.

In calendar year 2012, approximately 49.1% of distributions made by the Fund was eligible for QDI treatment. For an individual in the 28% marginal tax bracket, this means that the Fund’s total distributions will only be taxed at a blended 21.6% 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 $121.17 in distributions from a fully-taxable bond fund to net the same after-tax amount as the $111.30 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 20.5% 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 2013’s distributions may not be the same (or even similar) to 2012. In addition, the maximum QDI tax rate is increasing in 2013 from 15% to 20% for certain high-income individuals.

 

9


 

Flaherty & Crumrine Preferred Income Fund Incorporated

PORTFOLIO OVERVIEW

November 30, 2012 (Unaudited)

 

Fund Statistics       
Net Asset Value   $ 13.51   
Market Price   $ 14.85   
Premium     9.92
Yield on Market Price     7.52
Common Stock Shares Outstanding     10,922,232   

 

Moody’s Ratings   % of Net Assets†  
A     0.4%   
BBB     60.0%   
BB     31.3%   
Below “BB”     4.2%   
Not Rated*     2.4%   
Below Investment Grade**     24.7%   

 

* Does not include net other assets and liabilities of 1.7%
** Below investment grade by all of Moody’s, S&P, and Fitch.
Industry Categories   % of Net Assets†

 

LOGO

 

Top 10 Holdings by Issuer   % of Net Assets†  
Banco Santander, S.A.     4.4%   
MetLife     4.2%   
HSBC PLC     4.0%   
Liberty Mutual Group     4.0%   
Goldman Sachs Group     3.7%   
Barclays Bank PLC     3.1%   
PNC Financial Services     3.1%   
XL Group PLC     2.6%   
Enbridge Energy Partners     2.6%   
Wells Fargo     2.5%   
 
% of Net Assets***†  
Holdings Generating Qualified Dividend Income (QDI) for Individuals     46%   
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 tax characterization of 2012 distributions.
Net Assets include assets attributable to the use of leverage.

 

10


 

Flaherty & Crumrine Preferred Income Fund Incorporated

PORTFOLIO OF INVESTMENTS

November 30, 2012

 

Shares/$ Par        

    Value    

 

Preferred Securities — 87.3%

   
       

Banking — 35.0%

           
 

Astoria Financial:

   
$ 2,750,000     

Astoria Capital Trust I, 9.75% 11/01/29, Series B

  $ 2,860,481 (1)   
 

Banco Bilbao Vizcaya Argentaria, S.A.:

   
$ 1,500,000     

BBVA International Preferred, 5.919%

    1,140,000 **(1)(3)   
 

Banco Santander, S.A.:

   
  355,000     

Banco Santander, 10.50% Pfd., Series 10

    9,762,500 **(1)(3)   
 

Bank of America:

   
  154,972     

Bank of America Corporation, 8.625% Pfd.

    3,961,472 *(1)   
  2,500     

Countrywide Capital IV, 6.75% Pfd. 04/01/33

    63,081     
  20,000     

Countrywide Capital V, 7.00% Pfd. 11/01/36

    503,126     
 

Barclays Bank PLC:

   
$ 3,250,000     

Barclays Bank PLC, 6.278%

    2,989,461 **(1)(2)(3)   
  58,000     

Barclays Bank PLC, 7.10% Pfd.

    1,454,640 **(3)   
  3,700     

Barclays Bank PLC, 7.75% Pfd., Series 4

    93,240 **(3)   
  90,000     

Barclays Bank PLC, 8.125% Pfd., Series 5

    2,301,300 **(1)(3)   
 

BB&T Corp:

   
  34,000     

BB&T Corporation, 5.625% Pfd., Series E

    865,300 *(1)(2)   
 

BNP Paribas:

   
$ 1,750,000     

BNP Paribas, 7.195%, 144A****

    1,747,813 **(1)(2)(3)   
 

Capital One Financial:

   
$ 500,000     

Capital One Capital V, 10.25% 08/15/39

    505,000 (1)   
$ 500,000     

Capital One Capital VI, 8.875% 05/15/40

    505,250 (1)   
 

Citigroup:

   
$ 1,200,000     

Citigroup Inc., 5.95%

    1,222,500  
  15,000     

Citigroup Capital VII, 7.125% Pfd. 07/31/31

    380,157     
  62,300     

Citigroup Capital XIII, 7.875% Pfd. 10/30/40

    1,748,294 (1)(2)   
 

CoBank ACB:

   
  10,000     

CoBank ACB, 6.25% Pfd., 144A****

    1,021,250  
 

Colonial BancGroup:

   
$ 5,210,000     

Colonial BancGroup, 7.114%, 144A****

    7,815 (4)(5)††   
 

FBOP Corp:

   
  9,000     

FBOP Corporation, Adj. Rate Pfd., 144A****

    4,500 *(4)(5)††   
 

Fifth Third Bancorp:

   
$ 750,000     

Fifth Third Capital Trust IV, 6.50% 04/15/37

    754,687     
 

First Horizon:

   
  795     

First Tennessee Bank, Adj. Rate Pfd., 3.75%(6), 144A****

    574,388 *(1)   
$ 500,000     

First Tennessee Capital II, 6.30% 04/15/34, Series B

    485,000     
  1     

FT Real Estate Securities Company, 9.50% Pfd., 144A****

    1,100,625     
 

First Niagara Financial Group:

   
  112,500     

First Niagara Financial Group, Inc., 8.625% Pfd.

    3,336,334 *(1)(2)   

 

The accompanying notes are an integral part of the financial statements.

 

11


 

Flaherty & Crumrine Preferred Income Fund Incorporated

PORTFOLIO OF INVESTMENTS (Continued)

November 30, 2012

 

Shares/$ Par        

    Value    

 

Preferred Securities — (Continued)

   
       

Banking — (Continued)

           
 

First Republic Bank:

   
  10,050     

First Republic Bank, 6.70% Pfd.

  $ 271,978  
 

Goldman Sachs Group:

   
$ 2,605,300     

Goldman Sachs, Capital I, 6.345% 02/15/34

    2,691,382 (1)(2)   
 

HSBC PLC:

   
$ 1,000,000     

HSBC Capital Funding LP, 10.176%, 144A****

    1,370,000 (1)(3)   
  132,900     

HSBC Holdings PLC, 8.00% Pfd., Series 2

    3,686,978 **(1)(3)   
$ 130,000     

HSBC USA Capital Trust I, 7.808% 12/15/26, 144A****

    132,438     
$ 145,000     

HSBC USA Capital Trust II, 8.38% 05/15/27, 144A****

    146,520 (1)   
  110,350     

HSBC USA, Inc., 6.50% Pfd., Series H

    2,810,482 *(1)   
 

ING Groep NV:

   
  35,000     

ING Groep NV, 7.05% Pfd.

    876,453 **(3)   
  23,400     

ING Groep NV, 7.20% Pfd.

    587,399 **(3)   
  35,000     

ING Groep NV, 7.375% Pfd.

    884,800 **(3)   
  15,000     

ING Groep NV, 8.50% Pfd.

    386,400 **(3)   
 

JPMorgan Chase:

   
  10,200     

JPMorgan Chase & Company, 5.50% Pfd.

    254,490  
$ 3,334,000     

JPMorgan Chase & Company, 7.90%, Series 1

    3,779,886 *(1)   
 

KeyCorp:

   
  1,000     

KeyCorp, 7.75% Pfd., Series A

    124,250  
 

Lloyds Banking Group PLC:

   
$ 550,000     

Lloyds Banking Group PLC, 6.657%, 144A****

    466,125 **(3)   
 

Morgan Stanley:

   
  40,000     

Morgan Stanley Capital Trust VI, 6.60% Pfd. 02/01/46

    1,006,252     
  5,000     

Morgan Stanley Capital Trust VII, 6.60% Pfd.

    125,500     
 

PNC Financial Services:

   
  14,995     

PNC Financial Services, 6.125% Pfd., Series P

    412,685 *(1)   
  179,962     

PNC Financial Services, 9.875% Pfd., Series L

    4,610,896 *(1)   
$ 1,750,000     

PNC Preferred Funding Trust III, 8.70%, 144A****

    1,771,798 (1)(2)   
 

Sovereign Bancorp:

   
  1,750     

Sovereign REIT, 12.00% Pfd., Series A, 144A****

    2,108,208     
 

Webster Financial Corp:

   
  15,000     

Webster Financial Corporation, 6.40% Pfd.

    376,875  
 

Wells Fargo:

   
$ 1,500,000     

First Union Capital II, 7.95% 11/15/29

    1,784,283 (1)(2)   
  1,750     

Wells Fargo & Company, 7.50% Pfd., Series L

    2,163,875 *(1)   
  55,500     

Wells Fargo & Company, 8.00% Pfd., Series J

    1,649,543  
 

Zions Bancorporation:

   
  93,000     

Zions Bancorporation, 7.90% Pfd., Series F

    2,670,030  
  36,500     

Zions Bancorporation, 9.50% Pfd., Series C

    950,825  

 

 

   
      77,488,565     
   

 

 

   

 

 

The accompanying notes are an integral part of the financial statements.

 

12


 

Flaherty & Crumrine Preferred Income Fund Incorporated

PORTFOLIO OF INVESTMENTS (Continued)

November 30, 2012

 

Shares/$ Par        

    Value    

 

Preferred Securities — (Continued)

   
       

Financial Services — 1.0%

           
 

Credit Suisse Group:

   
$ 1,280,000     

Claudius, Ltd. - Credit Suisse AG, 7.875%, Series B, 144A****

  $ 1,374,400 (3)   
 

HSBC PLC:

   
  30,000     

HSBC Finance Corporation, 6.36% Pfd., Series B

    749,064 *(1)   

 

 

   
      2,123,464     
   

 

 

   

 

       

Insurance — 23.4%

           
 

Ace Ltd.:

   
$ 975,000     

Ace Capital Trust II, 9.70% 04/01/30

    1,391,813 (1)(2)(3)   
 

Aon Corporation:

   
$ 400,000     

AON Corp, 8.205% 01/01/27

    508,328     
 

Arch Capital Group:

   
  88,950     

Arch Capital Group, Ltd., 6.75% Pfd., Series C

    2,359,977 **(1)(2)(3)   
 

AXA SA:

   
$ 3,500,000     

AXA SA, 6.379%, 144A****

    3,316,250 **(1)(2)(3)   
 

Axis Capital:

   
  200,000     

Axis Capital Holdings, 6.875% Pfd., Series C

    5,440,300 **(1)(2)(3)   
 

Delphi Financial:

   
  90,600     

Delphi Financial Group, 7.376% Pfd. 05/15/37

    2,265,000 (1)   
 

Endurance Specialty Holdings:

   
  15,000     

Endurance Specialty Holdings, 7.50% Pfd.

    399,375 **(3)   
 

Everest Re Group:

   
$ 4,350,000     

Everest Re Holdings, 6.60% 05/15/37

    4,434,825 (1)(2)   
 

Liberty Mutual Group:

   
$ 4,100,000     

Liberty Mutual Group, 10.75% 06/15/58, 144A****

    6,129,500 (1)(2)   
 

Lincoln National Corp:

   
$ 190,000     

Lincoln National Corporation, 7.00% 05/17/66

    192,850     
 

MetLife:

   
$ 2,496,000     

MetLife, Inc., 10.75% 08/01/39

    3,834,480 (1)(2)   
$ 279,000     

MetLife Capital Trust IV, 7.875% 12/15/37, 144A****

    343,170 (1)(2)   
$ 3,635,000     

MetLife Capital Trust X, 9.25% 04/08/38, 144A****

    5,034,475 (1)(2)   
 

PartnerRe Ltd.:

   
  36,010     

PartnerRe Ltd., 7.250% Pfd., Series E

    966,148 **(1)(3)   
 

Principal Financial:

   
  13,000     

Principal Financial Group, 5.563% Pfd., Series A

    1,281,719 *(1)   
  90,000     

Principal Financial Group, 6.518% Pfd., Series B

    2,410,317 *(1)   
 

Prudential Financial:

   
$ 750,000     

Prudential Financial Inc., 5.625% 06/15/43

    755,625     
 

QBE Capital Funding:

   
$ 1,100,000     

QBE Capital Funding III Ltd., 7.25% 05/24/41, 144A****

    1,135,506 (3)   

 

The accompanying notes are an integral part of the financial statements.

 

13


 

Flaherty & Crumrine Preferred Income Fund Incorporated

PORTFOLIO OF INVESTMENTS (Continued)

November 30, 2012

 

Shares/$ Par        

    Value    

     

 

Preferred Securities — (Continued)

   
       

Insurance — (Continued)

           
 

Renaissancere Holdings:

   
  25,945     

Renaissancere Holdings Ltd, 6.60% Pfd.

  $ 652,257 **(3)   
 

StanCorp Financial Group:

   
$ 2,250,000     

StanCorp Financial Group, 6.90% 06/01/67

    2,238,750 (1)(2)   
 

The Travelers Companies:

   
$ 679,500     

USF&G Capital, 8.312% 07/01/46, 144A****

    868,148 (1)(2)   
 

XL Group PLC:

   
$ 6,440,000     

XL Capital Ltd., 6.50%, Series E

    5,866,840 (1)(3)   

 

 

   
      51,825,653     
   

 

 

   
       

Utilities — 18.2%

           
 

Alabama Power:

   
  10,350     

Alabama Power Company, 6.45% Pfd.

    298,856 *(1)   
 

Baltimore Gas & Electric:

   
  10,000     

Baltimore Gas & Electric Company, 6.70% Pfd., Series 1993

    1,021,250 *(1)   
  2,400     

Baltimore Gas & Electric Company, 7.125% Pfd., Series 1993

    245,625  
 

Commonwealth Edison:

   
$ 2,953,000     

COMED Financing III, 6.35% 03/15/33

    3,130,180 (1)   
 

Constellation Energy:

   
  15,000     

Constellation Energy Group, 8.625% Pfd. 06/15/63, Series A

    396,000     
 

Dominion Resources:

   
$ 250,000     

Dominion Resources Capital Trust I, 7.83% 12/01/27

    252,732     
$ 3,500,000     

Dominion Resources, Inc., 7.50% 06/30/66

    3,888,066 (1)(2)   
 

Energy Future Competitive Holdings Corp:

   
$ 636,000     

TXU Electric Capital V, 8.175% 01/30/37

    159,000 (4)   
 

Entergy Arkansas:

   
  50,000     

Entergy Arkansas, Inc., 6.45% Pfd.

    1,265,625 *(1)   
 

Entergy Louisiana:

   
  30,000     

Entergy Louisiana, Inc., 6.95% Pfd.

    3,007,500 *(1)   
 

Georgia Power:

   
  25,000     

Georgia Power Company, 6.50% Pfd., Series 2007A

    2,837,500 *(1)   
 

Indianapolis Power & Light:

   
  26,000     

Indianapolis Power & Light Company, 5.65% Pfd.

    2,611,375  
 

Interstate Power & Light:

   
  181,208     

Interstate Power & Light Company, 8.375% Pfd., Series B

    4,705,754 *(1)   
 

Nextera Energy:

   
$ 3,400,000     

FPL Group Capital, Inc., 6.65% 06/15/67

    3,660,280 (1)(2)   
 

PECO Energy:

   
$ 500,000     

PECO Energy Capital Trust III, 7.38% 04/06/28, Series D

    566,345 (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, 2012

 

Shares/$ Par        

    Value    

 

Preferred Securities — (Continued)

   
       

Utilities — (Continued)

           
 

PPL Corp:

   
$ 2,500,000     

PPL Capital Funding, 6.70% 03/30/67, Series A

  $ 2,646,725 (1)(2)   
 

Puget Energy:

   
$ 3,800,000     

Puget Sound Energy, Inc., 6.974% 06/01/67

    4,032,298 (1)(2)   
 

Scana Corp:

   
  47,392     

Scana Corporation, 7.70% Pfd. 01/30/65

    1,290,010 (1)(2)   
 

Southern California Edison:

   
  13,600     

Southern California Edison, 6.00% Pfd., Series C

    1,374,876 *(1)   
  22,410     

Southern California Edison, 6.50% Pfd., Series D

    2,362,854 *(1)   
 

Virginia Electric & Power:

   
  3,000     

Virginia Electric & Power Company, $6.98 Pfd.

    302,250  
 

Wisconsin Public Service:

   
  3,700     

Wisconsin Public Service Corporation, 6.88% Pfd.

    376,128  

 

 

   
      40,431,229     
   

 

 

   
       

Energy — 6.2%

           
 

Enbridge Energy Partners:

   
$ 5,000,000     

Enbridge Energy Partners LP, 8.05% 10/01/37

    5,655,715 (1)(2)   
 

Enterprise Products Partners:

   
$ 4,500,000     

Enterprise Products Partners, 8.375% 08/01/66, Series A

    5,100,309 (1)(2)   
 

Kinder Morgan:

   
  3,500     

Kinder Morgan GP, Inc., 4.209%(6) Pfd., 144A****

    2,975,219  

 

 

   
      13,731,243     
   

 

 

   
       

Real Estate Investment Trust (REIT) — 0.9%

           
 

Duke Realty Corp:

   
  25,000     

Duke Realty Corp, 6.60% Pfd.

    629,063     
 

Kimco Realty Corp:

   
  50,000     

Kimco Realty Corporation, 5.625% Pfd.

    1,231,250     
 

PS Business Parks:

   
  7,500     

PS Business Parks, Inc., 6.875% Pfd., Series R

    203,100     

 

 

   
      2,063,413     
   

 

 

   
       

Miscellaneous Industries — 2.6%

           
 

Ocean Spray Cranberries:

   
  37,400     

Ocean Spray Cranberries, Inc., 6.25% Pfd., 144A****

    3,412,750  
 

Stanley Black & Decker:

   
  18,704     

Stanley Black & Decker, Inc., 5.75% Pfd. 07/25/52

    493,903 (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, 2012

 

Shares/$ Par        

    Value    

 

Preferred Securities — (Continued)

   
       

Miscellaneous Industries — (Continued)

           
 

Textron, Inc.:

   
$ 2,125,000     

Textron Financial Corporation, 6.00% 02/15/67, 144A****

  $ 1,870,310     

 

 

   
      5,776,963     
   

 

 

   
 

Total Preferred Securities
(Cost $183,608,034)

    193,440,530     
   

 

 

   

 

Corporate Debt Securities — 11.0%

   
       

Banking — 5.9%

           
 

Goldman Sachs Group:

   
$ 4,988,800     

Goldman Sachs Group, 6.75% 10/01/37, Sub Notes

    5,568,793 (1)(2)   
 

Morgan Stanley:

   
$ 2,580,000     

Morgan Stanley, 6.375% 07/24/42

    3,033,252 (1)   
 

Regions Financial:

   
$ 2,710,000     

Regions Financial Corporation, 7.375% 12/10/37, Sub Notes

    2,957,287 (1)   
 

Texas Capital Bank:

   
  59,000     

Texas Capital Bancshares Inc., 6.50% 9/21/42

    1,494,028     

 

 

   
      13,053,360     
   

 

 

   
       

Financial Services — 0.3%

           
 

Affiliated Managers Group:

   
  20,825     

Affiliated Managers Group, Inc., 6.375% 08/15/42

    533,359     
 

Raymond James Financial:

   
  6,500     

Raymond James Financial, 6.90% 03/15/42

    179,969     

 

 

   
      713,328     
   

 

 

   
       

Insurance — 2.3%

           
 

Liberty Mutual Group:

   
$ 2,500,000     

Liberty Mutual Insurance, 7.697% 10/15/97, 144A****

    2,627,000 (1)(2)   
 

Unum Group:

   
$ 2,000,000     

UnumProvident Corporation, 7.25% 03/15/28

    2,398,844 (1)(2)   

 

 

   
      5,025,844     
   

 

 

   
       

Utilities — 1.6%

         
 

Energy Transfer Equity:

   
$ 2,700,000     

Southern Union Company, 8.25% 11/15/29

    3,453,764 (1)(2)   

 

 

   
      3,453,764     
   

 

 

   

 

The accompanying notes are an integral part of the financial statements.

 

16


 

Flaherty & Crumrine Preferred Income Fund Incorporated

PORTFOLIO OF INVESTMENTS (Continued)

November 30, 2012

 

Shares/$ Par        

    Value    

 

Corporate Debt Securities — (Continued)

   
       

Energy — 0.9%

         
 

Nexen, Inc.:

   
  79,305     

Nexen, Inc., 7.35% 11/01/43

  $ 2,027,234 (3)   

 

 

   
      2,027,234     
   

 

 

   
 

Total Corporate Debt Securities
(Cost $20,333,331)

    24,273,530     
   

 

 

   

 

Common Stock — 0.2%

   
       

Banking — 0.1%

           
 

CIT Group:

   
  3,620     

CIT Group, Inc.

    134,121 *†   

 

 

   
      134,121     
   

 

 

   
       

Insurance — 0.0%

           
 

WMI Holdings Corporation:

   
  19,801     

WMI Holdings Corporation, 144A****

    9,504 *†   

 

 

   
      9,504     
   

 

 

   
       

Utilities — 0.1%

           
 

Exelon Corp:

   
  9,380     

Exelon Corporation

    283,464  

 

 

   
      283,464     
   

 

 

   
 

Total Common Stock
(Cost $1,728,325)

    427,089     
   

 

 

   

 

Money Market Fund — 0.4%

           
 

BlackRock Liquidity Funds:

   
  952,423     

T-Fund

    952,423     

 

 

   
 

Total Money Market Fund
(Cost $952,423)

    952,423     
   

 

 

   

Total Investments (Cost $206,622,113***)

     98.9%        219,093,572   

Other Assets And Liabilities (Net)

     1.1%        2,528,541   
  

 

 

   

 

 

 

Total Managed Assets

     100.0% ‡    $ 221,622,113   
  

 

 

   

 

 

 

Loan Principal Balance

  

    (74,100,000
    

 

 

 

Total Net Assets Available To Common Stock

  

  $ 147,522,113   
    

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

17


 

Flaherty & Crumrine Preferred Income Fund Incorporated

PORTFOLIO OF INVESTMENTS (Continued)

November 30, 2012

 

 

* 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, 2012, these securites amounted to $39,547,712 or 17.8% of total managed assets.
(1) 

All or a portion of this security is pledged as collateral for the Fund’s loan. The total value of such securities was $148,953,081 at November 30, 2012.

(2) 

All or a portion of this security has been rehypothecated. The total value of such securities was $68,091,083 at November 30, 2012.

(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, 2012.

(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

REIT

  —     Real Estate Investment Trust

 

 

The accompanying notes are an integral part of the financial statements.

 

18


 

Flaherty & Crumrine Preferred Income Fund Incorporated

STATEMENT OF ASSETS AND LIABILITIES

November 30, 2012

 

ASSETS:

     

Investments, at value (Cost $206,622,113)

      $ 219,093,572   

Cash

        153,226   

Receivable for investments sold

        3,593,051   

Dividends and interest receivable

        2,630,368   

Prepaid expenses

        38,009   
     

 

 

 

Total Assets

        225,508,226   

LIABILITIES:

     

Loan Payable

   $ 74,100,000      

Payable for investments purchased

     3,555,069      

Dividends payable to Common Stock Shareholders

     96,338      

Investment advisory fee payable

     101,163      

Administration, Transfer Agent and Custodian fees payable

     29,878      

Professional fees payable

     66,520      

Directors’ fees payable

     784      

Accrued expenses and other payables

     36,361      
  

 

 

    

Total Liabilities

        77,986,113   
     

 

 

 

NET ASSETS AVAILABLE TO COMMON STOCK

      $ 147,522,113   
     

 

 

 

NET ASSETS AVAILABLE TO COMMON STOCK consist of:

     

Undistributed net investment income

      $ 1,245,254   

Accumulated net realized loss on investments sold

        (21,516,696

Unrealized appreciation of investments

        12,471,459   

Par value of Common Stock

        109,222   

Paid-in capital in excess of par value of Common Stock

        155,212,874   
     

 

 

 

Total Net Assets Available to Common Stock

      $ 147,522,113   
     

 

 

 

NET ASSET VALUE PER SHARE OF COMMON STOCK:

     

Common Stock (10,922,232 shares outstanding)

      $ 13.51   
     

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

19


 

Flaherty & Crumrine Preferred Income Fund Incorporated

STATEMENT OF OPERATIONS

For the Year Ended November 30, 2012

 

INVESTMENT INCOME:

     

Dividends†

      $ 7,285,227   

Interest

        8,984,356   

Rehypothecation Income

        33,313   
     

 

 

 

Total Investment Income

        16,302,896   

EXPENSES:

     

Investment advisory fees

   $ 1,160,950      

Administrator’s fees

     207,952      

Professional fees

     59,454      

Insurance expenses

     95,475      

Transfer Agent fees

     52,769      

Directors’ fees

     70,396      

Custodian fees

     28,079      

Compliance fees

     37,503      

Interest expenses

     858,645      

Other

     152,665      
  

 

 

    

Total Expenses

        2,723,888   
     

 

 

 

NET INVESTMENT INCOME

        13,579,008   
     

 

 

 

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS

     

Net realized gain on investments sold during the year

        1,700,779   

Change in net unrealized appreciation/depreciation of investments

        19,671,602   
     

 

 

 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS

        21,372,381   
     

 

 

 

NET INCREASE IN NET ASSETS TO COMMON STOCK
RESULTING FROM OPERATIONS

      $ 34,951,389   
     

 

 

 

 

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.

 

20


 

Flaherty & Crumrine Preferred Income Fund Incorporated

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE TO COMMON STOCK

 

    Year Ended
November 30, 2012
    Year Ended
November 30, 2011
 

OPERATIONS:

   

Net investment income

  $ 13,579,008      $ 12,284,036   

Net realized gain/(loss) on investments sold during the year

    1,700,779        8,429,046   

Change in net unrealized appreciation/depreciation of investments

    19,671,602        (13,072,757
 

 

 

   

 

 

 

Net increase in net assets resulting from operations

    34,951,389        7,640,325   

DISTRIBUTIONS:

   

Dividends paid from net investment income to Common Stock Shareholders(1)

    (12,658,771     (12,115,178
 

 

 

   

 

 

 

Total Distributions to Common Stock Shareholders

    (12,658,771     (12,115,178

FUND SHARE TRANSACTIONS:

   

Increase from shares issued under the Dividend Reinvestment
and Cash Purchase Plan

    1,134,328        1,008,897   
 

 

 

   

 

 

 

Net increase in net assets available to Common Stock
resulting from Fund share transactions

    1,134,328        1,008,897   

NET INCREASE/(DECREASE) IN NET ASSETS AVAILABLE TO

 

 

 

   

 

 

 

COMMON STOCK FOR THE YEAR

  $ 23,426,946      $ (3,465,956
 

 

 

   

 

 

 
                 

NET ASSETS AVAILABLE TO COMMON STOCK:

   

Beginning of year

  $ 124,095,167      $ 127,561,123   

Net increase/(decrease) in net assets during the year

    23,426,946        (3,465,956
 

 

 

   

 

 

 

End of year (including undistributed net investment income of $1,245,254 and $488,602, respectively)

  $ 147,522,113      $ 124,095,167   
 

 

 

   

 

 

 

 

(1)

May include income earned, but not paid out, in prior fiscal year.

The accompanying notes are an integral part of the financial statements.

 

21


 

Flaherty & Crumrine Preferred Income Fund Incorporated

STATEMENT OF CASH FLOWS

For the Year Ended November 30, 2012

 

INCREASE/(DECREASE) IN CASH

    

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net increase in net assets resulting from operations

     $ 34,951,389   
    

ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS RESULTING

FROM OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:

  

Purchase of investment securities

       (79,811,228

Proceeds from disposition of investment securities

       70,891,019   

Purchase of short-term investment securities, net

       1,376,435   

Cash received from litigation claim

       66,704   

Increase in dividends and interest receivable

       (20,639

Increase in receivable for investments sold

       (3,522,841

Net amortization/(accretion) of premium/(discount)

       (238,588

Increase in payable for investments purchased

       3,555,069   

Increase in payables to related parties

       8,742   

Decrease in accrued expenses and other liabilities

       (8,074

Change in net unrealized appreciation/depreciation on securities

       (19,671,602

Net realized gain from investments sold

       (1,700,779
    

 

 

 

Net cash provided by operating activities

       5,875,607   
    

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from loan

       5,800,000   

Dividend paid (net of reinvestment of dividends and change in
dividends payable) to common stock shareholders from net
investment income

       (11,522,381
    

 

 

 

Net cash used by financing activities

       (5,722,381
    

 

 

 

Net increase/(decrease) in cash

       153,226   

CASH:

    

Beginning of the year

         
    

 

 

 

End of the year

     $ 153,226   
    

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    

Interest paid during the year

     $ 858,536   

Reinvestment of dividends

       1,134,328   

Increase in dividends payable to common stock shareholders

       2,062   

 

The accompanying notes are an integral part of the financial statements.

 

22


 

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 Fund’s shares.

 

     Year Ended November 30,  
     2012     2011     2010     2009     2008  

PER SHARE OPERATING PERFORMANCE:

          

Net asset value, beginning of year

   $ 11.45      $ 11.86      $ 9.82      $ 5.98      $ 12.85   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

INVESTMENT OPERATIONS:

          

Net investment income

     1.25        1.14        1.07        0.92        1.27   

Net realized and unrealized gain/(loss) on investments

     1.97        (0.43     1.94        3.78        (6.80

DISTRIBUTIONS TO APS* SHAREHOLDERS:

          

From net investment income

                   (0.01     (0.10     (0.42
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     3.22        0.71        3.00        4.60        (5.95
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON STOCK SHAREHOLDERS:

          

From net investment income

     (1.16     (1.12     (0.96     (0.76     (0.87

From return of capital

                                 (0.05
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to Common Stock Shareholders

     (1.16     (1.12     (0.96     (0.76     (0.92
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 13.51      $ 11.45      $ 11.86      $ 9.82      $ 5.98   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market value, end of year

   $ 14.85      $ 13.63      $ 12.03      $ 9.12      $ 5.67   

Total investment return based on net asset value**

     28.22     5.65     31.52     82.53     (48.39 %) 

Total investment return based on market value**

     18.40     23.99     43.65     78.78     (49.34 %) 

RATIOS TO AVERAGE NET ASSETS AVAILABLE
TO COMMON STOCK SHAREHOLDERS:

          

Total net assets, end of year (in 000’s)

   $ 147,522      $ 124,095      $ 127,561      $ 104,764      $ 63,277   

Operating expenses including interest expense(1)

     2.02     2.08     2.29     2.44       

Operating expenses excluding interest expense

     1.38     1.46     1.57     2.04     1.99

Net investment income†

     10.06     9.45     9.72     12.55       

Net investment income, including payments to APS Shareholders†

                   9.66     11.21     8.38

SUPPLEMENTAL DATA:††

          

Portfolio turnover rate

     35     24     37     56     67

Total managed assets, end of year (in 000’s)

   $ 221,622      $ 192,395      $ 188,061      $ 156,564      $ 118,077   

Ratio of operating expenses including interest expense(1)(2) to
total managed assets

     1.34     1.38     1.54     1.50       

Ratio of operating expenses excluding interest expense(2) to
total managed assets

     0.92     0.97     1.05     1.25     1.15

 

 

* Auction Preferred Stock.
** Assumes reinvestment of distributions at the price obtained by the Fund’s 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.

 

23


 

Flaherty & Crumrine Preferred Income Fund Incorporated

FINANCIAL HIGHLIGHTS (Continued)

Per Share of Common Stock

 

     Total
Dividends
Paid
     Net Asset
Value
     NYSE
Closing Price
     Dividend
Reinvestment
Price(1)
 

December 30, 2011 – Special

   $ 0.0470       $ 11.56       $ 14.14       $ 13.43   

December 30, 2011

     0.0930         11.56         14.14         13.43   

January 31, 2012

     0.0930         12.10         14.90         14.16   

February 29, 2012

     0.0930         12.42         15.60         14.82   

March 30, 2012

     0.0930         12.43         14.22         13.51   

April 30, 2012

     0.0930         12.53         14.43         13.71   

May 31, 2012

     0.0930         12.42         13.88         13.19   

June 29, 2012

     0.0930         12.57         14.20         13.49   

July 31, 2012

     0.0930         12.94         14.59         13.86   

August 31, 2012

     0.0930         13.10         15.21         14.45   

September 28, 2012

     0.0930         13.28         15.39         14.62   

October 31, 2012

     0.0930         13.59         15.10         14.35   

November 30, 2012

     0.0930         13.51         14.85         14.11   

 

(1)

Whenever the net asset value per share of the Fund’s 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.

 

24


 

Flaherty & Crumrine Preferred Income Fund Incorporated

FINANCIAL HIGHLIGHTS (Continued)

 

Senior Securities

 

Date  

Total APS* Shares
Outstanding (1)

 

Asset
Coverage
Per
APS
Share (2)

 

Involuntary
Liquidation
Preference
Per APS
Share (3)

 

Total Debt
Outstanding
End of Period
(000s) (4)

 

Asset
Coverage Per
$1,000 of
Debt (5)

11/30/12     N/A   N/A   $74,100   $2,991
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

 

(1) 

See note 7.

(2) 

Calculated by subtracting the Fund’s total liabilities (excluding the APS and accumulated undeclared distributions to APS) from the Fund’s 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 Fund’s total liabilities (excluding the loan) from the Fund’s total assets and dividing that amount by the loan outstanding in 000’s.

* Auction Preferred Stock.

 

The accompanying notes are an integral part of the financial statements.

 

25


 

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 Fund’s 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 Fund’s Common Stock is determined by the Fund’s 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 Fund’s net assets available to Common Stock by the number of shares of Common Stock outstanding. The value of the Fund’s net assets available to Common Stock is deemed to equal the value of the Fund’s total assets less (i) the Fund’s liabilities and (ii) the aggregate liquidation value of any outstanding preferred stock.

The Fund’s 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.

 

26


 

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 Measurements: The Fund has performed an analysis of all existing investments and derivative instruments to determine the significance and character of all inputs to their fair value determination. The levels of fair value inputs used to measure the Fund’s investments are characterized into a fair value hierarchy. Where inputs for an asset or liability fall into more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that investment’s valuation. The three levels of the fair value hierarchy are described 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 Fund’s 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 Fund’s investments as of November 30, 2012 is as follows:

 

     Total
Value at
November 30, 2012
     Level 1
Quoted
Price
     Level 2
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Preferred Securities

           

Banking

   $ 77,488,565       $ 59,991,798       $ 17,484,452       $ 12,315   

Financial Services

     2,123,464         749,064         1,374,400           

Insurance

     51,825,653         34,385,314         17,440,339           

Utilities

     40,431,229         16,586,835         23,844,394           

Energy

     13,731,243         10,756,024         2,975,219           

Real Estate Investment Trust (REIT)

     2,063,413         2,063,413                   

Miscellaneous Industries

     5,776,963         493,903         5,283,060           

Corporate Debt Securities

     24,273,530         12,836,635         11,436,895           

Common Stock

           

Banking

     134,121         134,121                   

Insurance

     9,504         9,504                   

Utilities

     283,464         283,464                   

Money Market Fund

     952,423         952,423                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 219,093,572       $ 139,242,498       $ 79,838,759       $ 12,315   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

27


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

During the reporting period, there were no transfers into Level 1 from Level 2. During the reporting period, securities with an aggregate market value of $5,718,764 were transferred into Level 2 from Level 1. The securities were transferred because of a reduction in the amount of observable market data, resulting from: a decrease in market activity for the securities, reduced availability of quoted prices for the securities, or de-listing of securities from a national securities exchange that resulted in a material decrease in activity.

The fair values of the Fund’s investments are generally based on market information and quotes received from brokers or independent pricing services—approved by the Board and unaffiliated with the Adviser. To assess the continuing appropriateness of security valuations, management, in consultation with the Adviser, regularly compares current prices to prior prices, prices across comparable securities, actual sale prices for securities in the Fund’s portfolio, and market information obtained by the Adviser as a function of being an active participant in the markets.

Securities with quotes that are based on actual trades or actionable bids and offers with a sufficient level of activity on or near the measurement date are classified as Level 1. Securities that are priced using quotes derived from implied values, indicative bids and offers, or a limited number of actual trades—or the same information for securities that are similar in many respects to those being valued—are classified as Level 2. If market information is not available for securities being valued, or materially-comparable securities, then those securities are classified as Level 3. In considering market information, management evaluates changes in liquidity, willingness of a broker to execute at the quoted price, the depth and consistency of prices from pricing services, and the existence of observable trades in the market.

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

 

    

Preferred Securities

 
      Total Investments     Banking     Financial
Services
 

Balance as of 11/30/11

   $ 161,245      $ 160,800      $ 445   

Accrued discounts/premiums

                     

Realized gain/(loss)

                     

Change in unrealized appreciation/(depreciation)

     (148,485     (148,485       

Purchases

                     

Sales

     (445            (445

Transfer in

                     

Transfer out

                     

Balance as of 11/30/12

   $ 12,315      $ 12,315      $   

For the year ended November 30, 2012, total change in unrealized gain/(loss) on Level 3 securities still held at period-end and included in the change in net assets was $(148,485). Total unrealized gain/(loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

 

28


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

The following table summarizes the valuation techniques used and unobservable inputs developed to determine the fair value of Level 3 investments:

 

Category  

Fair Value

at 11/30/12

     Valuation Technique   Unobservable Input   Input Range (Wgt Avg)

Preferred Securities

        

Banking

  $ 7,815       Bankruptcy recovery   Credit/Structure-specific
recovery
  0.00% - 0.50% (0.15%)
    4,500       Bankruptcy recovery   Credit/Structure-specific
recovery
  0.00% - 0.50% (0.05%)

The significant unobservable inputs used in the fair value measurement technique for bankruptcy recovery are based on recovery analysis that is specific to the security being valued, including the level of subordination and structural features of the security, and the current status of any bankruptcy or liquidation proceedings. Observable market trades in bankruptcy claims are utilized by management, when available, to assess the appropriateness of valuations, although the frequency of trading depends on the specific credit and seniority of the claim. Expected recoveries in bankruptcy by security type and industry do not tend to deviate much from historical recovery rates, which are very low (sometimes zero) for preferred securities and more moderate for senior debt. Significant changes in these inputs would result in a significantly higher or lower fair value measurement.

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.

Repurchase agreements: The Fund may engage in repurchase agreement transactions. The Fund’s 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

 

29


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 Fund’s tax positions taken on federal income tax returns for all open tax years (November 30, 2012, 2011, 2010 and 2009), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund’s major tax jurisdictions are federal and California. The Fund’s 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 Fund’s 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 Fund’s Shareholders as a credit against their own tax liabilities. The Fund may pay distributions in excess of the Fund’s net investment company taxable income and this excess would be a tax-free return of capital distributed from the Fund’s 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 during 2012 and 2011 was as follows:

 

    Distributions paid in fiscal year 2012   Distributions paid in fiscal year 2011
   

Ordinary
Income

 

Long-Term
Capital Gains

 

Ordinary
Income

 

Long-Term
Capital Gains

Common Stock   $12,658,771   $0   $12,115,178   $0

 

30


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

As of November 30, 2012, the components of distributable earnings (i.e., ordinary income and capital gain/loss) available to Shareholders, on a tax basis, were as follows:

 

Capital (Loss)
Carryforward

 

Undistributed
Ordinary Income

 

Undistributed
Long-Term Gain

 

Net Unrealized
Appreciation/(Depreciation)

$(21,414,377)   $1,497,864   $0   $12,335,085

The composition of the Fund’s accumulated realized capital losses are indicated below. These losses may be carried forward and offset against future capital gains through the dates listed below.

 

2016

 

2017

 

No Expiration

Short Term*

 

No Expiration

Long Term*

 

Total

$5,486,228   $15,928,149   $0   $0   $21,414,377

 

  * Under the Regulated Investment Company Modernization Act of 2010 (“Modernization Act”), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 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.

During the year ended November 30, 2012, the Fund utilized $2,409,958 of capital losses expiring in 2016.

Reclassification of accounts: During the year ended November 30, 2012, reclassifications were made in the Fund’s capital accounts to report these balances on a tax basis, excluding temporary differences, as of November 30, 2012. 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

Capital

 

Undistributed

Net Investment Income

 

Accumulated Net Realized

Gain on Investments

$(64,951)   $(163,585)   $228,536

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 $361 of federal excise taxes attributed to calendar year 2012. The Fund paid $5,139 of federal excise taxes attributable to calendar year 2011 in March 2012.

 

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

 

31


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

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, 2012 and November 30, 2011.

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 Fund’s investment adviser. The Fund pays the Adviser a monthly fee at an annual rate of 0.625% of the Fund’s average monthly total managed assets up to $100 million and 0.50% of the Fund’s average monthly total managed assets of $100 million or more.

For purposes of calculating the fees payable to the Adviser, Administrator and Custodian, the Fund’s total managed assets means the total assets of the Fund (including any assets attributable to the Fund’s 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 Fund’s administrator (the “Administrator”). As Administrator, BNY Mellon calculates the net asset value of the Fund’s shares attributable to Common Stock and generally assists in all aspects of the Fund’s administration and operation. As compensation for BNY Mellon’s 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 Fund’s average weekly total managed

 

32


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

assets, 0.04% of the next $300 million of the Fund’s average weekly total managed assets, 0.03% of the next $500 million of the Fund’s average weekly total managed assets and 0.02% of the Fund’s average weekly total managed assets above $1 billion.

BNY Mellon also serves as the Fund’s Common Stock dividend-paying agent and registrar (the “Transfer Agent”). As compensation for BNY Mellon’s services as Transfer Agent, the Fund pays BNY Mellon a fee at an annual rate of 0.02% of the first $150 million of the Fund’s average weekly net assets attributable to Common Stock, 0.0075% of the next $350 million of the Fund’s average weekly net assets attributable to Common Stock, and 0.0025% of the Fund’s 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 Fund’s average weekly net assets attributable to Common Stock are deemed to be the average weekly value of the Fund’s total assets minus the sum of the Fund’s liabilities. For this calculation, the Fund’s 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”) serves as the Fund’s Custodian. As compensation for the Custodian’s 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 Fund’s average weekly total managed assets, 0.008% of the next $300 million of the Fund’s average weekly total managed assets, 0.006% of the next $500 million of the Fund’s average weekly total managed assets and 0.005% of the Fund’s 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, 2012, the cost of purchases and proceeds from sales of securities, excluding short-term investments, aggregated $79,811,228 and $70,891,019, respectively.

At November 30, 2012, the aggregate cost of securities for federal income tax purposes was $206,758,487, the aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost was $28,853,506 and the aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $16,518,421.

 

33


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

6. Common Stock

At November 30, 2012, 240,000,000 shares of $0.01 par value Common Stock were authorized.

Common Stock transactions were as follows:

 

     Year Ended
11/30/12
     Year Ended
11/30/11
 
     Shares      Amount      Shares      Amount  

Shares issued under the Dividend Reinvestment and Cash Purchase Plan

     81,922       $ 1,134,328         81,040       $ 1,008,897   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

7. Preferred Stock

The Fund’s Articles of Incorporation authorize the issuance of up to 10,000,000 shares of $0.01 par value preferred stock. The Fund does not currently have any issued and outstanding shares of preferred stock.

 

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 November 30, 2012, the committed amount, and amount borrowed, under the Financing Agreement was $74.1 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, 2012, the daily weighted average annualized interest rate on the drawn balance was 1.21% and the average daily loan balance was $69,640,984. LIBOR rates may vary in a manner unrelated to the income received on the Fund’s 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 Fund’s 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 Fund’s ability to pay

 

34


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 Fund’s net assets will be invested in preferred securities. Also, under normal market conditions, the Fund invests at least 25% of its total assets in the financials sector, which for this purpose is comprised of the bank, thrifts & mortgage finance, diversified financial services, finance, consumer finance, capital markets, asset management & custody, investment banking & brokerage, insurance, insurance brokers, and real estate investment trusts (REIT) industries. From time to time, the Fund may have 25% or more of its total assets invested in any one of these industries. The Fund’s 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 Moody’s, S&P and Fitch, provided that (a) such securities are rated at least “Ba3” by Moody’s, “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 Moody’s, S&P, or Fitch at the time of purchase. Thus, the Fund may invest in securities rated below “Ba3” by Moody’s, “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 Fund’s 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

 

35


 

Flaherty & Crumrine Preferred Income Fund Incorporated

NOTES TO FINANCIAL STATEMENTS (Continued)

 

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. 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

The Shareholders and Board of Directors of

Flaherty & Crumrine Preferred Income Fund Incorporated

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Flaherty & Crumrine Preferred Income Fund Incorporated, as of November 30, 2012, 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 Fund’s 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, 2012, by correspondence with the custodian, and brokers, or by other appropriate auditing procedures. 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 as of November 30, 2012, and the results of its operations, the changes in its net assets, its cash flows, and the financial highlights for the periods specified in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

January 23, 2013

 

37


 

Flaherty & Crumrine Preferred Income Fund Incorporated

ADDITIONAL INFORMATION (Unaudited)

 

Dividend Reinvestment and Cash Purchase Plan

Under the Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Mellon’s open market purchases in connection with the reinvestment of dividends or capital gains distributions. For the year ended November 30, 2012, no 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 participant’s account in additional shares of the Fund. Upon termination and according to a participant’s instructions, BNY Mellon will either (a) issue certificates for the whole shares credited to the shareholder’s 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 Fund’s 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 July 25, 2012. This filing, as well as the Fund’s proxy voting policies and procedures, are available (i) without charge, upon request, by calling the Fund’s transfer agent at 1-866-351-7446 and (ii) on the SEC’s website at www.sec.gov. In addition, the Fund’s proxy voting policies and procedures are available on the Fund’s 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, 2012. The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov or may be viewed and obtained from the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room 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)

 

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 2013 with information about the tax character of distributions they received in calendar year 2012.

 

     Individual Shareholder        Corporate Shareholder  
     QDI        Ordinary
Income
       DRD        Ordinary
Income
 

Fiscal Year 2012

     49.60        50.40        20.72        79.28

Calendar Year 2012

     49.13        50.87        20.46        79.54

 

40


 

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 Fund’s Board of Directors. Information pertaining to the Directors and officers of the Fund is set forth below.

 

Name, Address,

and Age

 

Current

Position(s)

Held with Fund

 

Term of Office

and Length of

Time Served*

 

Principal

Occupation(s)

During Past

Five Years

 

Number of Funds

in Fund Complex

Overseen

by Director**

 

Other

Public Company

Board Memberships

During Past Five Years

NON-INTERESTED DIRECTORS:

         

David Gale

Delta Dividend Group, Inc. 220 Montgomery Street Suite 426

San Francisco, CA 94104

Age: 63

  Director   Class I Director since January 1997   President of Delta Dividend Group, Inc. (investments)   4  

Metromedia International Group, Inc. and Emmis

Communications

Morgan Gust

301 E. Colorado Boulevard

Suite 720

Pasadena, CA 91101

Age: 65

 

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.   4   CoBiz, Financial, Inc. (financial services)

Karen H. Hogan

301 E. Colorado Boulevard

Suite 720

Pasadena, CA 91101

Age: 51

  Director   Class I Director since
April 2005
 

Board Member, IKAR, a non-profit organization; Active Member, Committee Member and Volunteer to several non-profit organizations.

  4   None

 

 

* The Fund’s 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 Fund’s 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 Fund’s 2015 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 Fund’s 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.

 

41


 

Flaherty & Crumrine Preferred Income Fund Incorporated

ADDITIONAL INFORMATION (Unaudited) (Continued)

 

Name, Address,

and Age

 

Current

Position(s)

Held with Fund

 

Term of Office

and Length of

Time Served*

 

Principal

Occupation(s)

During Past

Five Years

 

Number of Funds

in Fund Complex

Overseen

by Director**

 

Other

Public Company

Board Memberships

During Past Five Years

NON-INTERESTED

DIRECTORS:

         

Robert F. Wulf

1000 SW Vista Ave, Apt 314

Portland, OR 97205

Age: 75

 

Director and Audit Committee

Chairman

 

Class II Director since

January 1991

 

Financial Consultant;

Trustee, University of

Oregon Foundation;

Trustee, San Francisco

Theological Seminary

  4   None

INTERESTED

DIRECTOR:

         

Donald F. Crumrine†

301 E. Colorado Boulevard

Suite 720

Pasadena, CA 91101

Age: 65

 

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 Fund’s 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 Fund’s 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 Fund’s 2015 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 Fund’s 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 Fund’s investment adviser.

 

42


 

Flaherty & Crumrine Preferred Income Fund Incorporated

ADDITIONAL INFORMATION (Unaudited) (Continued)

 

Name, Address,

and Age

  

Current

Position(s)
Held with Fund

  

Term of Office

and Length of

Time Served

  

Principal

Occupation(s)

During Past

Five Years

OFFICERS

        

Robert M. Ettinger

301 E. Colorado Boulevard
Suite 720

Pasadena, CA 91101

Age: 54

   President    Since
October 2002
   President and Director of Flaherty & Crumrine Incorporated

R. Eric Chadwick

301 E. Colorado Boulevard
Suite 720

Pasadena, CA 91101

Age: 37

  

Chief Financial

Officer, Vice

President and

Treasurer

   Since
July 2004
   Vice President and Director of Flaherty & Crumrine Incorporated

Chad C. Conwell

301 E. Colorado Boulevard
Suite 720

Pasadena, CA 91101

Age: 40

  

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

Bradford S. Stone

47 Maple Street

Suite 403

Summit, NJ 07901

Age: 53

  

Vice President

and Assistant Treasurer

   Since
July 2003
   Vice President and Director of Flaherty & Crumrine Incorporated

Laurie C. Lodolo

301 E. Colorado Boulevard
Suite 720

Pasadena, CA 91101

Age: 49

   Assistant Compliance Officer, Assistant Treasurer and Assistant Secretary    Since
July 2004
  

Assistant Compliance Officer and Secretary of Flaherty & Crumrine

Incorporated

Linda M. Puchalski

301 E. Colorado Boulevard
Suite 720

Pasadena, CA 91101

Age: 56

   Assistant Treasurer    Since
August 2010
  

Administrator of Flaherty & Crumrine

Incorporated

 

43


 

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?

   

If your shares are held in a Brokerage Account, contact your Broker.

   

If you have physical possession of your shares in certificate form, contact the Fund’s Transfer Agent & Shareholder Servicing Agent —

BNY Mellon Investment Servicing

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.

LOGO

Annual

Report

November 30, 2012

www.preferredincome.com

 


Item 2. Code of Ethics.

 

  (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s 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.

 

  (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 registrant’s 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 registrant’s 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 item’s instructions.

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s 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

 

  (a) 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 registrant’s 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 2012 and $45,000 for 2011.

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 registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 for 2012 and $0 for 2011.


Tax Fees

 

  (c) 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 $8,650 for 2012 and $8,270 for 2011.

All Other Fees

 

  (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 2012 and $0 for 2011.

 

  (e)(1) The Fund’s 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 Fund’s investment adviser and any service providers controlling, controlled by or under common control with the Fund’s investment adviser that provide ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund.

 

  (e)(2) 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:

(b) N/A

(c) N/A

(d) N/A

 

  (f) The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was zero percent.

 

  (g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s 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 2012 and $0 for 2011.

 

  (h) Not applicable.


Item 5. Audit Committee of Listed registrants.

 

(a) 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.

 

(b) 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”):

 

As adviser to the “U.S. Funds”    Flaherty & Crumrine Preferred Income Fund
   Flaherty & Crumrine Preferred Income Opportunity Fund
   Flaherty & Crumrine/Claymore Preferred Securities Income Fund
   Flaherty & Crumrine/Claymore Total Return Fund

As sub-adviser

to the “Canadian Fund”

   Flaherty & Crumrine Investment Grade Fixed Income Fund

As sub-adviser

to the “Mutual Fund”

   Destra Preferred and Income Securities Fund

FCI’s 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 FCI’s 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 FCI’s 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 FCI’s 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 SEC’s 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 CPA’s, 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 management’s 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 issuer’s competitors.


In cases where the voting of proxies would not justify the time and costs involved, FCI may refrain from voting. From the individual client’s 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 FCI’s 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 management’s 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 FCI’s clients may arise when FCI’s relationships with an issuer or with a related third party conflict or appear to conflict with the best interests of FCI’s 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 FCI’s 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 FCI’s 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, 2012:

 

        Name of Portfolio Manager

        or Team Member

   Type of Accounts   

Total

# of Accounts
Managed

   Total Assets
(mm)
   # of Accounts
Managed for which
Advisory Fee is
Based on
Performance
1. Donald F. Crumrine   

Other Registered Investment

Companies:

   4    1,766    0
   Other Pooled Investment Vehicles:    1    184    0
   Other Accounts:    12    2,818    0
2. Robert M. Ettinger   

Other Registered Investment

Companies:

   4    1,766    0
   Other Pooled Investment Vehicles:    1    184    0
   Other Accounts:    12    2,818    0
3. R. Eric Chadwick   

Other Registered Investment

Companies:

   4    1,766    0
   Other Pooled Investment Vehicles:    1    184    0
   Other Accounts:    12    2,818    0
4. Bradford S. Stone   

Other Registered Investment

Companies:

   4    1,766    0
   Other Pooled Investment Vehicles:    1    184    0
   Other Accounts:    12    2,818    0

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:

 

   

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.

 

   

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.

 

   

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.

 

   

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 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 employee’s 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, 2012:

 

Name    Dollar Range of Fund  Shares
Beneficially Owned*

R. Eric Chadwick

   $100,001 -  $500,000

   Donald F. Crumrine

   $100,001 - $500,000

 Robert M. Ettinger

   $100,001 - $500,000

Bradford S. Stone

   $100,001 - $500,000

*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.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.


Item 11. Controls and Procedures.

 

  (a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s 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)).

 

  (b) There were no changes in the registrant’s 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 registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

 

  (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                            

 

By (Signature and Title) *

 

        /s/ Donald F. Crumrine                                                             

 

        Donald F. Crumrine, Director, Chairman of the Board and Chief

        Executive Officer

        (principal executive officer)

 

Date   

01/28/13

  

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.

 

By (Signature and Title) *

 

        /s/ Donald F. Crumrine                                                             

 

        Donald F. Crumrine, Director, Chairman of the Board and Chief

        Executive Officer

        (principal executive officer)

 

Date   

01/28/13

  

 

By (Signature and Title) *

 

        /s/ R. Eric Chadwick                                                                 

 

        R. Eric Chadwick, Chief Financial Officer, Treasurer and

        Vice President

        (principal financial officer)

 

Date   

01/29/13

  

* Print the name and title of each signing officer under his or her signature.