def14a
SCHEDULE 14A
PROXY STATEMENT
PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant þ
Filed by Party other than the Registrant
Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential for Use of the Commission Only as permitted by Rule 14a-6(e)(2) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12 |
Flaherty & Crumrine Preferred Income Fund Incorporated
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
(1) |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was
determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
(1) |
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Amount previously paid: |
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(2) |
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Form, Schedule or Registration Statement No.: |
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FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)
FLAHERTY & CRUMRINE/CLAYMORE PREFERRED SECURITIES INCOME FUND INCORPORATED (NYSE: FFC)
FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED
(NYSE: FLC)
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101
NOTICE
OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held on April 22, 2010
To the Shareholders:
Notice is hereby given that the Annual Meetings of Shareholders of Flaherty & Crumrine
Preferred Income Fund Incorporated, Flaherty & Crumrine Preferred Income Opportunity Fund
Incorporated, Flaherty & Crumrine/Claymore Preferred Securities Income Fund Incorporated and
Flaherty & Crumrine/Claymore Total Return Fund Incorporated (each, a Fund and collectively, the
Funds), each a Maryland corporation, will be held at the offices of Flaherty & Crumrine
Incorporated, 301 E. Colorado Boulevard, Suite 720, Pasadena, California 91101 at 8:30 a.m. PT, on
April 22, 2010, for the following purposes:
Each Fund:
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To elect Directors of each Fund (Proposal 1). |
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To transact such other business as may properly come before the Annual Meetings or any
adjournments thereof. |
Your vote is important!
The Board of Directors of each Fund has fixed the close of business on January 22, 2010 as the
record date for the determination of shareholders of each Fund entitled to notice of and to vote at
the Annual Meetings and any adjournments or postponements thereof.
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February 25, 2010 |
By Order of the Boards of Directors,
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CHAD C. CONWELL |
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Secretary |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to
Be
Held on April 22, 2010.
The notice of Annual Meetings of Shareholders, joint proxy statement and proxy cards for the
Funds are available to you on each Funds website www.preferredincome.com for PFD and PFO and
www.fcclaymore.com for FFC and FLC. You are encouraged to review all of the information contained
in the proxy materials before voting.
For directions to the Annual Meetings, please call 1-626-795-7300 or 1-866-751-6315.
SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETINGS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
CARD(S). The proxy card(s) should be returned in the enclosed envelope, which needs no postage if
mailed in the continental United States. Instructions for the proper execution of proxies are set
forth on the inside cover.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you and may
minimize the time and expense to the Fund(s) involved in validating your vote if you fail to sign
your proxy card(s) properly.
1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy
card(s).
2. Joint Accounts: Either party may sign, but the name of the party signing should conform
exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy card should be
indicated unless it is reflected in the form registration. For example:
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Registration |
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Valid Signature |
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Corporate
Accounts |
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(1)
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ABC Corp.
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ABC Corp. |
(2)
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ABC Corp.
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John Doe, Treasurer |
(3)
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ABC Corp. c/o John Doe, Treasurer
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John Doe |
(4)
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ABC Corp. Profit Sharing Plan
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John Doe, Trustee |
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Trust
Accounts |
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(1)
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ABC Trust
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Jane B. Doe, Trustee |
(2)
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Jane B. Doe, Trustee
u/t/d 12/28/78
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Jane B. Doe |
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Custodian
or Estate Accounts |
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(1)
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John B. Smith, Cust.,
f/b/o John B. Smith, Jr. UGMA
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John B. Smith |
(2)
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John B. Smith, Executor,
Estate of Jane Smith
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John B. Smith, Jr., Executor |
FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)
FLAHERTY & CRUMRINE/CLAYMORE PREFERRED SECURITIES INCOME FUND INCORPORATED (NYSE:FFC)
FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED (NYSE: FLC)
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101
ANNUAL
MEETINGS OF SHAREHOLDERS
April 22, 2010
JOINT PROXY STATEMENT
This document is a joint proxy statement (Joint Proxy Statement) for Flaherty &
Crumrine Preferred Income Fund Incorporated (Preferred Income Fund or PFD), Flaherty & Crumrine
Preferred Income Opportunity Fund Incorporated (Preferred Income Opportunity Fund or PFO),
Flaherty & Crumrine/Claymore Preferred Securities Income Fund Incorporated (Preferred Securities
Income Fund or FFC) and Flaherty & Crumrine/Claymore Total Return Fund Incorporated (Total
Return Fund or FLC) (each a Fund and collectively, the Funds). This Joint Proxy Statement is
furnished in connection with the solicitation of proxies by each Funds Board of Directors (each, a
Board and collectively, the Boards) for use at the Annual Meeting of Shareholders of each Fund
to be held on April 22, 2010, at 8:30 a.m. PT, at the offices of Flaherty & Crumrine Incorporated,
301 E. Colorado Boulevard, Suite 720, Pasadena, California 91101 and at any adjournments or
postponements thereof (each a Meeting and collectively, the Meetings).
A Notice of Annual Meetings of Shareholders and proxy card for each Fund of which you are a
shareholder accompany this Joint Proxy Statement. Proxy solicitations will be made, beginning on or
about February 25, 2010, primarily by mail, but proxy solicitations may also be made by telephone,
telefax or personal interviews conducted by officers of each Fund, Flaherty & Crumrine Incorporated
(Flaherty & Crumrine), the investment adviser of each Fund, Claymore Securities, Inc., the
servicing agent of FFC and FLC, and PNC Global Investment Servicing (U.S.) Inc. (PNC), the
transfer agent and administrator of each Fund and a member of The PNC Financial Services Group,
Inc. Costs of proxy solicitation and expenses incurred in connection with the preparation of this
Joint Proxy Statement and its enclosures will be shared proportionally by the Funds. Each Fund also
will reimburse brokerage firms and others for their expenses in forwarding solicitation material to
the beneficial owners of its shares. This Joint Proxy Statement and form of proxy are first being
sent to shareholders on or about February 25, 2010.
THE ANNUAL REPORT OF EACH FUND, INCLUDING AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDED NOVEMBER 30, 2009, IS AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO PNC GLOBAL
INVESTMENT SERVICING (U.S.) INC., P.O. BOX 43027, PROVIDENCE, RHODE ISLAND 02940-3027, OR CALLING
1-800-331-1710. EACH FUNDS ANNUAL REPORT IS ALSO AVAILABLE ON THE FUNDS WEBSITES -
WWW.PREFERREDINCOME.COM FOR PFD AND PFO AND WWW.FCCLAYMORE.COM FOR FFC AND FLC THE SECURITIES AND
EXCHANGE COMMISSIONS (SEC) WEBSITE (WWW.SEC.GOV) OR, FOR FFC AND FLC ONLY, BY CALLING CLAYMORE
SECURITIES, INC. AT 1-866-233-4001.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be
Held on April 22, 2010.
The notice of Annual Meetings of Shareholders, joint proxy statement and proxy cards for the
Funds are available to you on each Funds website www.preferredincome.com for PFD and PFO and
www.fcclaymore.com for FFC and FLC. You are encouraged to review all of the information contained
in the proxy materials before voting.
For directions to the Annual Meetings, please call 1-626-795-7300 or 1-866-751-6315.
SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETINGS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
CARD(S). The proxy card(s) should be returned in the enclosed envelope, which needs no postage if
mailed in the continental United States. Instructions for the proper execution of proxies are set
forth on the inside cover.
1
If the enclosed proxy card is properly executed and returned in time to be voted at the
relevant Meeting, the Shares (as defined below) represented thereby will be voted in accordance
with the instructions marked thereon. Unless instructions to the contrary are marked thereon, a
proxy will be voted FOR the election of the nominees for Director. Any shareholder who has given
a proxy has the right to revoke it at any time prior to its exercise either by attending the
relevant Meeting and voting his or her Shares in person or by submitting a letter of revocation or
a later-dated proxy to the appropriate Fund delivered at the above address prior to the date of the
Meeting.
Under the Bylaws of each Fund, the presence in person or by proxy of the holders of a majority
of the outstanding Shares of the Fund entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business (a Quorum) at that Funds Meeting. In the
event that a Quorum is not present at a Meeting, or in the event that a Quorum is present but
sufficient votes to approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those Shares represented at the
Meeting in person or by proxy. If a Quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote FOR a proposal in favor of such an adjournment with
respect to that proposal and will vote those proxies required to be voted AGAINST a proposal
against any such adjournment with respect to that proposal. A shareholder vote may be taken on a
proposal in the Joint Proxy Statement prior to any such adjournment if sufficient votes have been
received for approval of that proposal.
Each Fund has one class of capital stock outstanding: common stock, par value $0.01 per share
(the Common Stock or the Shares). Each Share is entitled to one vote at the Meeting with
respect to matters to be voted on, with pro rata voting rights for any fractional Shares. On the
record date, January 22, 2010, the following number of Shares of each Fund were issued and
outstanding:
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Common Stock |
Name
of Fund |
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Outstanding |
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Preferred Income Fund (PFD) |
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10,678,130 |
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Preferred Income Opportunity Fund (PFO) |
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11,906,765 |
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Preferred Securities Income Fund (FFC) |
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42,687,988 |
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Total Return Fund (FLC) |
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9,776,333 |
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To the knowledge of each Fund and its Board, the following shareholder(s), or group as that
term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the 1934
Act), is the beneficial owner or owner of record of more than 5% of the relevant Funds
outstanding Shares as of January 22, 2010*:
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Name
and Address of |
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Amount and Nature |
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Beneficial/Record
Owner |
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Title of Class |
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of Ownership |
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Percent of Class |
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Cede & Co.**
Depository Trust Company
55 Water Street, 25th Floor
New York, NY 10041
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Common Stock
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PFD 10,234,167 (record)
PFO 11,429,149 (record)
FFC 42,611,865 (record)
FLC 9,765,409 (record)
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95.90
95.99
99.86
99.89 |
%
%
%
% |
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Fifth Third Bancorp1
Fifth Third Center
Cincinnati, OH 45263
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Common Stock
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PFO 1,330,9301 (beneficial)
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12.00 |
% |
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First Trust Portfolios L.P.2
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
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Common Stock
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FFC 2,448,0322 (beneficial)
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5.70 |
% |
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Name
and Address of |
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Amount and Nature |
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Beneficial/Record
Owner |
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Title of Class |
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of Ownership |
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Percent of Class |
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Spectrum Asset Management, Inc. 3,4
2 High Ridge Park
Stamford, CT 06905
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Common Stock
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FFC 2,971,5003 (beneficial)
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6.97 |
% |
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Principal Financial Group, Inc. 3,4
711 High Street
Des Moines, IA 50392-0088
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Common Stock
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FLC 566,7504 (beneficial)
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5.79 |
% |
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Sit Investments Associates, Inc. 5
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
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Common Stock
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FLC 583,7015 (beneficial)
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5.97 |
% |
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Claymore Securities Defined
Portfolios, Series 305, 352, 390, 434,
453, 459, 468, 494, 590, 596, 601, 614,
621 and 635 6
2455 Corporate West Drive
Lisle, IL 60532
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Common Stock
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FLC 557,8326 (beneficial)
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5.70 |
% |
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Morgan Stanley
1585 Broadway
New York, NY 10036
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Common Stock
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FLC 611,4347 (beneficial)
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6.30 |
% |
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* |
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As of January 22, 2010, the Directors and officers, as a group, owned less than 1%
of the Shares of each Fund. |
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A nominee partnership of The Depository Trust Company. |
1 |
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Information obtained from a Form 13F filed by Fifth Third Bancorp with the
SEC reporting share ownership as of September 30, 2009. |
2 |
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Information obtained from a Schedule 13G filed by First Trust Portfolios L.P.
(FT Portfolios), First Trust Advisors L.P. (FT Advisors) and The Charger Corporation
(Charger) with the SEC reporting share ownership as of December 31, 2009. Based on that
filing, FT Portfolios, FT Advisors and Charger have the shared power to vote or direct the
vote or dispose or direct the disposition of 2,448,032 Shares of Common Stock. |
3 |
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Information obtained from a Schedule 13G filed by Spectrum Asset Management,
Inc. (Spectrum) with the SEC reporting share ownership as of December 31, 2009. Based on
that filing, Spectrum and Principal Financial Group Inc. (Principal) have the shared power
to vote or direct the vote or dispose or direct the disposition of 2,971,500 Shares of Common
Stock. |
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4 Information obtained from a Schedule 13G filed by Spectrum with the SEC
reporting share ownership as of December 31, 2008. Based on that filing, Spectrum and
Principal have the shared power to vote or direct the vote or dispose or direct the
disposition of 566,750 Shares of Common Stock. |
5 |
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Information obtained from a Schedule 13G/A filed by Sit Investment
Associates, Inc. (SIA) with the SEC reporting share ownership as of December 31, 2009. Based
on that filing, SIA and its affiliated entities have the sole power to vote or direct the vote
or dispose or direct the disposition of 583,701 Shares of Common Stock. |
6 |
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Information obtained from a Schedule 13G/A filed by Claymore Securities, Inc.
with the SEC reporting share ownership as of
December 31, 2009. Based on that filing, Claymore Securities Defined Portfolios has the sole
power to vote or direct the vote or dispose or direct the disposition of 557,832 Shares of Common
Stock. |
7 |
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Information obtained from a Schedule 13G filed by Morgan Stanley and Van Kampen Funds,
Inc. (Van Kampen) with the SEC reporting share ownership as of December 31, 2009. Based on
that filing, Morgan Stanley and Van Kampen have the sole power to vote or direct the vote or
dispose or direct the disposition of 611,434 Shares of Common Stock. |
This Joint Proxy Statement is being used in order to reduce the preparation, printing,
handling and postage expenses that would result from the use of a separate proxy statement for each
Fund. Shareholders of each Fund will vote as a single class. Shareholders of each Fund will vote
separately for each of PFD, PFO, FFC and FLC on the proposal on which shareholders of that Fund are
entitled to vote. Separate proxy cards are enclosed for each Fund in which a shareholder is a
record owner of Shares. Thus, if a proposal is approved by shareholders of one or more Funds and
not approved by shareholders of one or more other Funds, the proposal will be implemented for the
Fund or Funds that approved the proposal and will not be implemented for any Fund that did not
approve the proposal. It is therefore essential that shareholders complete, date and sign each enclosed proxy card.
Shareholders of each Fund are entitled to vote on the proposal pertaining to that Fund.
3
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meetings, shareholders are being asked to consider the election of Directors of each
Fund. The Board of each Fund is divided into three classes, each class having a term of three
years. Each year the term of office of one class expires and the successor or successors elected
to such class serve for a three-year term and until their successors are duly
elected and qualified.
Nominees for the Boards of Directors
Each nominee named below has consented to serve as a Director if elected at the relevant
Meeting. If a designated nominee declines or otherwise becomes unavailable for election, however,
the proxy confers discretionary power on the persons named therein to vote in favor of a substitute
nominee or nominees.
Mr. Gust, a Class III Director of PFD, has been nominated for a three-year term to expire at
PFDs 2013 Annual Meeting of Shareholders and until his successor is duly elected and qualified.
Mr. Crumrine and Mr. Wulf, each a Class II Director of PFO, have each been nominated for a
three-year term to expire at PFOs 2013 Annual Meeting of Shareholders and until their successors
are duly elected and qualified. Mr. Crumrine and Mr. Wulf, each a Class III Director of FFC and
FLC, have each been nominated for a three-year term to expire at each Funds 2013 Annual Meeting of
Shareholders and until their successors are duly elected and qualified. Shareholders of each
Funds Common Stock are entitled to elect the nominees for election to the Board of Directors of
the relevant Fund.
Information About Directors and Officers
Set forth in the table below are the existing Directors and nominees for election to the
Boards of Directors of the Funds, including information relating to their respective positions held
with each Fund, a brief statement of their principal occupations during the past five years and
other directorships, if any.
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Number of |
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Principal |
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Funds In |
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Other |
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Current |
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Term of Office |
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Occupation(s) |
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Fund Complex |
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Directorships |
Name, Address, |
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Position(s) |
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and Length of |
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During Past |
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Overseen |
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Held by |
and Age |
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Held with Funds |
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Time Served* |
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Five Years |
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by Director** |
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Director |
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NON-INTERESTED
DIRECTORS: |
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David Gale
Delta Dividend Group, Inc.
220 Montgomery Street
Suite 1920
San Francisco, CA 94104
Age: 60
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Director
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Class I Director
PFD since 1997
PFO since 1997
FFC since inception
FLC since inception
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President of Delta
Dividend Group, Inc.
(investments)
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4 |
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None |
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Morgan Gust
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 62
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Director
and
Nominating
Committee
Chairman
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Class III Director
PFD since inception
PFO since inception
Class II Director
FFC since inception
FLC since inception
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Owner and operator of
various entities engaged
in agriculture and real
estate; Former President
of Giant Industries, Inc.
(petroleum refining and
marketing) from March
2002 through June 2007
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4 |
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CoBiz
Financial, Inc.
(financial
services) |
4
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Number of |
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Principal |
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Funds In |
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Other |
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Current |
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Term of Office |
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Occupation(s) |
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Fund Complex |
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Directorships |
Name, Address, |
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Position(s) |
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and Length of |
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During Past |
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Overseen |
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Held by |
and Age |
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Held with Funds |
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Time Served* |
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Five Years |
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by Director** |
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Director |
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Karen H. Hogan
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 48
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Director
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Class I Director
PFD since 2005
Class III Director
PFO since 2005
Class II Director
FFC since 2005
FLC since 2005
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Active Committee Member
and Volunteer to several
non-profit organizations;
from September 1985 to
January 1997, Senior Vice
President of Preferred
Stock Origination at
Lehman Brothers and
previously, Vice President
of New Product
Development
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4 |
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None |
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Robert F. Wulf
P.O. Box 753
Neskowin, OR 97149
Age: 72
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Director
and Audit
Committee
Chairman
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Class II Director
PFD since inception
PFO since inception
Class III Director
FFC since inception
FLC since inception
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Financial Consultant;
Trustee, University of
Oregon Foundation;
Trustee, San Francisco
Theological Seminary
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4 |
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None |
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INTERESTED
DIRECTOR: |
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Donald F. Crumrine (1)
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 62
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Director,
Chairman of
the Board and
Chief Executive
Officer
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Class II Director
PFD since inception
PFO since inception
Class III Director
FFC since inception
FLC since inception
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Chairman of the Board
and Director of
Flaherty & Crumrine
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4 |
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None |
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OFFICERS: |
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Robert M. Ettinger
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 51
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President
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PFD since 2002
PFO since 2002
FFC since inception
FLC since inception
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President and Director
of Flaherty & Crumrine
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R. Eric Chadwick
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 34
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Chief Financial
Officer, Vice
President and
Treasurer
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PFD since 2004
PFO since 2004
FFC since 2004
FLC since 2004
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Director of Flaherty &
Crumrine
since June 2006; Vice
President
of Flaherty & Crumrine
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Chad C. Conwell
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 37
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Chief Compliance
Officer, Vice
President and
Secretary
|
|
PFD since 2005
PFO since 2005
FFC since 2005
FLC since 2005
|
|
Chief Compliance Officer
of Flaherty & Crumrine since
September 2005; Vice
President since July 2005;
Attorney with Paul,
Hastings, Janofsky & Walker
LLP from September 1998
to June 2005
|
|
|
|
|
|
|
|
Bradford S. Stone
47 Maple Street
Suite 403
Summit NJ 07901
Age: 50
|
|
Vice President and
Assistant Treasurer
|
|
PFD since 2003
PFO since 2003
FFC since 2003 FLC since inception
|
|
Director of Flaherty &
Crumrine
since June 2006; Vice
President
of Flaherty & Crumrine
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
Principal |
|
Funds In |
|
Other |
|
|
Current |
|
Term of Office |
|
Occupation(s) |
|
Fund Complex |
|
Directorships |
Name, Address, |
|
Position(s) |
|
and Length of |
|
During Past |
|
Overseen |
|
Held by |
and Age |
|
Held with Funds |
|
Time Served* |
|
Five Years |
|
by Director** |
|
Director |
Laurie C. Lodolo
301 E. Colorado Boulevard
Suite 720
Pasadena, CA 91101
Age: 46
|
|
Assistant Compliance
Officer, Assistant
Treasurer and
Assistant Secretary
|
|
PFD since 2004
PFO since 2004
FFC since 2004
FLC since 2004
|
|
Assistant Compliance Officer
and Secretary of Flaherty &
Crumrine
|
|
|
|
|
|
|
|
* |
|
The Class II Directors of PFO and the Class III Directors of PFD, FFC and FLC have each been
nominated for a three-year term to expire at each Funds 2013 Annual Meeting of Shareholders
and until their successors are duly elected and qualified. The Class I Director of PFO, the
Class II Directors of PFD, FFC and FLC will serve until each Funds Annual Meeting of
Shareholders in 2012 and until their successors are duly elected and qualified. The Class I
Directors of PFD, and the Class I Director of FFC and FLC and the Class III Directors of PFO
will serve until each Funds Annual Meeting of Shareholders in 2011 and until their successors
are duly elected and qualified. |
|
** |
|
The funds in the fund complex are: Flaherty & Crumrine Preferred Income Fund Incorporated,
Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated, Flaherty &
Crumrine/Claymore Preferred Securities Income Fund Incorporated and Flaherty &
Crumrine/Claymore Total Return Fund Incorporated (collectively the Flaherty & Crumrine Fund
Family). |
|
(1) |
|
Interested person of the Funds as defined in the Investment Company Act of 1940 (the 1940
Act). Mr. Crumrine is considered an interested person because of his affiliation with
Flaherty & Crumrine, which acts as each Funds investment adviser. |
Beneficial Ownership of Shares in Funds and Fund Complex for each Director and Nominee for
Election as Director
Set forth in the table below is the dollar range of equity securities in each Fund and the
aggregate dollar range of equity securities in the Flaherty & Crumrine Fund Family beneficially
owned by each Director.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of Equity |
|
|
|
|
|
|
|
|
|
|
Securities in All Registered Investment |
|
|
Dollar Range of Equity |
|
Companies Overseen by Director in Family |
Name of Director or Nominee |
|
Securities Held in Fund*(1) |
|
of Investment Companies*(2) |
|
|
|
PFD |
|
PFO |
|
FFC |
|
FLC |
|
Total |
NON-INTERESTED DIRECTORS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Gale |
|
C |
|
C |
|
D |
|
C |
|
E |
|
|
|
|
|
|
|
|
|
|
|
Morgan Gust |
|
C |
|
C |
|
C |
|
C |
|
E |
|
|
|
|
|
|
|
|
|
|
|
Karen H. Hogan |
|
B |
|
B |
|
B |
|
B |
|
C |
|
|
|
|
|
|
|
|
|
|
|
Robert F. Wulf |
|
C |
|
B |
|
C |
|
C |
|
D |
|
|
|
|
|
|
|
|
|
|
|
INTERESTED DIRECTOR: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald F. Crumrine |
|
D(3) |
|
D(3) |
|
E(3) |
|
D(3) |
|
E(3) |
|
|
|
* |
|
Key to Dollar Ranges |
A. |
|
None |
B. |
|
$1 $10,000 |
C. |
|
$10,001 $50,000 |
D. |
|
$50,001 $100,000 |
E. |
|
over $100,000 |
|
|
All shares were valued as of January 22, 2010. |
(1) |
|
This information has been furnished by each Director as of January 22, 2010. Beneficial
Ownership is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. |
6
|
|
|
(2) |
|
The Directors, Nominees and executive officers of each Fund, as a group, less than 1% of each
Fund. |
|
(3) |
|
Includes shares of the Fund held by Flaherty & Crumrine, of which the reporting person is a
shareholder and director. |
Prior to January 26, 2010, each Director of each Fund who is not a director, officer or
employee of Flaherty & Crumrine or any of its affiliates received from each Fund a fee of $9,000
per annum plus $500 for each in-person meeting attended, and $150 for each telephone meeting
attended. In addition, prior to February 1, 2010, the Audit Committee Chairman received from each
Fund an annual fee of $2,500. As of January 26, 2010, each Director of each Fund who is not a
director, officer or employee of Flaherty & Crumrine or any of its affiliates receives from each
Fund a fee of $9,000 per annum plus $750 for each in-person meeting attended, and $250 for each
telephone meeting attended. In addition, as of February 1, 2010, the Audit Committee Chairman
receives from each Fund an annual fee of $3,000. Each Director of each Fund is reimbursed for
travel and out-of-pocket expenses associated with attending Board and committee meetings. During
the fiscal year ended November 30, 2009, the Board of Directors held twelve meetings for PFD (eight
of which were held by telephone conference call), twelve meetings for PFO (eight of which were held
by telephone conference call), ten meetings for FFC (six of which were held by telephone conference
call) and eleven meetings for FLC (seven of which were held by telephone conference call). Each
Director of each Fund then serving in such capacity attended at least 75% of the meetings of
Directors and of any Committee of which he or she is a member. The aggregate remuneration paid to
the Directors of each Fund for the fiscal year ended November 30, 2009 is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Meeting and |
|
|
|
|
|
|
|
|
|
Committee Meeting |
|
|
Travel and Out-of-Pocket |
|
|
|
Annual Director Fees |
|
|
Fees |
|
|
Expenses* |
|
PFD |
|
$ |
36,000 |
|
|
$ |
26,700 |
|
|
$ |
2,128 |
|
PFO |
|
$ |
36,000 |
|
|
$ |
27,150 |
|
|
$ |
2,128 |
|
FFC |
|
$ |
36,000 |
|
|
$ |
26,400 |
|
|
$ |
2,128 |
|
FLC |
|
$ |
36,000 |
|
|
|
$27,000 |
|
|
$ |
2,128 |
|
|
|
|
* |
|
Includes reimbursement for travel and out-of-pocket expenses for both interested and
non-interested Directors (Independent Directors). |
Audit Committee Report
The role of each Funds Audit Committee is to assist the Board of Directors in its oversight
of: (i) the integrity of each Funds financial statements and the independent audit thereof; (ii)
each Funds accounting and financial reporting policies and practices, its internal controls and,
as appropriate, the internal controls of certain service providers; (iii) each Funds compliance
with legal and regulatory requirements; and (iv) the independent auditors qualifications,
independence and performance. Each Funds Audit Committee is also required to prepare an audit
committee report pursuant to the rules of the SEC for inclusion in each Funds annual proxy
statement. Each Audit Committee operates pursuant to a charter (the Audit Committee Charter or
Charter) that was most recently reviewed and approved by the Board of Directors of each Fund on
January 26, 2010 and which is available on PFD and PFOs website at www.preferredincome.com and FFC
and FLCs website at www.fcclaymore.com. As set forth in the Charter, management is responsible for
the (i) preparation, presentation and integrity of each Funds financial statements, (ii)
maintenance of appropriate accounting and financial reporting principles and policies and (iii)
maintenance of internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The Funds independent registered public accounting
firm, KPMG LLP (the independent accountants or KPMG), is responsible for planning and carrying
out proper audits and reviews of each Funds financial statements and expressing an opinion as to
their conformity with accounting principles generally accepted in the United States of America.
In performing its oversight function, at a meeting held on January 25, 2010, the Audit
Committee reviewed and discussed with management of each Fund and the independent accountants, the
audited financial statements of each Fund as of and for the fiscal year ended November 30, 2009,
and discussed the audit of such financial statements with the independent accountants.
In addition, the Audit Committee discussed with the independent accountants the accounting
principles applied by each Fund and such other matters brought to the attention of the Audit
Committee by the independent accountants required by Statement of Auditing Standards No. 61, as
amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Accounting
Oversight Board in Rule 3200T. The Audit Committee also received from the independent accountants
the written disclosures and statements required by the SECs independence rules, delineating
relationships
7
between the independent accountants and each Fund and discussed the impact that any
such relationships might have on the
objectivity and independence of the independent accountants.
As set forth above, and as more fully set forth in each Funds Audit Committee Charter, the
Audit Committee has significant duties and powers in its oversight role with respect to the Funds
financial reporting procedures, internal control systems, and the independent audit process.
The members of the Audit Committee are not, and do not represent themselves to be,
professionally engaged in the practice of auditing or accounting and are not employed by each Fund
for accounting, financial management or internal control. Moreover, the Audit Committee relies on
and makes no independent verification of the facts presented to it or representations made by
management or the independent accountants. Accordingly, the Audit Committees oversight does not
provide an independent basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal controls and procedures, designed to
assure compliance with accounting standards and applicable laws and regulations. Furthermore, the
Audit Committees considerations and discussions referred to above do not provide assurance that
the audit of each Funds financial statements has been carried out in accordance with generally
accepted accounting standards or that the financial statements are presented in accordance with
generally accepted accounting principles.
Based on its consideration of the audited financial statements and the discussions referred to
above with management and the independent accountants, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Charter and those discussed
above, the Audit Committee of each Fund recommended to the Board of Directors of each Fund that the
audited financial statements be included in each Funds Annual Report for the fiscal year ended
November 30, 2009.
This report was submitted by the Audit Committee of each Funds Board of Directors
David Gale
Morgan Gust
Karen H. Hogan
Robert F. Wulf (Chairman)
January 25, 2010
Each Audit Committee was established in accordance with Section 3(a)(58)(A) of the 1934 Act.
Each Audit Committee met four times in connection with its Board of Directors regularly scheduled
meetings during the fiscal year ended November 30, 2009. Each Audit Committee is composed entirely
of each Funds Independent (as such term is defined by the New York Stock Exchange (NYSE)
listing standards applicable to closed-end funds, as may be modified or supplemented (the NYSE
Listing Standards)) Directors, namely Ms. Hogan and Messrs. Gale, Gust and Wulf.
Nominating Committee
Each Board of Directors has a Nominating Committee composed entirely of each Funds
Independent (as such term is defined by the NYSE Listing Standards) Directors, namely Ms. Hogan and
Messrs. Gale, Gust and Wulf. The Nominating Committee of each Fund met twice during the fiscal year
ended November 30, 2009. The Nominating Committee is responsible for identifying individuals
believed to be qualified to become Board members and for recommending to the Board of Directors
such nominees to stand for election as directors at each Funds annual meeting of shareholders, and
to fill any vacancies on the Board. Each Funds Nominating Committee has a charter which is
available on its website. PFD and PFOs website address is www.preferredincome.com and FFC and
FLCs website address is www.fcclaymore.com.
Each Funds Nominating Committee believes that it is in the best interest of the Fund and its
shareholders to obtain highly qualified candidates to serve as members of the Board of Directors.
The Nominating Committees have not established a formal process for identifying candidates where a
vacancy exists on the Board. In nominating candidates, the Nominating Committee shall take into
consideration such factors as it deems appropriate. These factors may include judgment, skill,
diversity, experience with investment companies and other organizations of comparable purpose,
complexity, size and subject to similar legal restrictions and oversight, the interplay of the
candidates experience with the experience of other Board members, and the extent to which the
candidate would be a desirable addition to the Board and any committees thereof. Each Funds
Nominating Committee will consider director candidates recommended by shareholders and submitted in
accordance with applicable law and procedures as described in this Joint Proxy Statement. (See
Submission of Shareholder Proposals below.)
8
Other Board-Related Matters
Shareholders who wish to send communications to the Board should send them to the address of
their Fund(s) and to the attention of the Board. All such communications will be directed to the
Boards attention.
The Funds do not have a formal policy regarding Board member attendance at the Annual Meeting
of Shareholders. However, all of the Directors of each Fund attended the April 21, 2009 Annual
Meetings of Shareholders.
Compensation
The following table sets forth certain information regarding the compensation of each Funds
Directors for the fiscal year ended November 30, 2009. No executive officer or person affiliated
with a Fund received compensation from a Fund during the fiscal year ended November 30, 2009 in
excess of $120,000. Directors and executive officers of the Funds do not receive pension or
retirement benefits from the Funds.
COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
Name of |
|
Aggregate |
|
Total Compensation from |
Person and |
|
Compensation |
|
the Funds and Fund |
Position |
|
from each Fund |
|
Complex Paid to Directors* |
|
|
|
|
|
|
|
|
|
Donald F. Crumrine
Director, Chairman of the Board and Chief Executive Officer
|
|
$ |
0 |
|
|
$ |
0 |
(4) |
|
|
|
|
|
|
|
|
|
David Gale
Director
|
|
$15,200 PFD
$15,350 PFO
$15,050 FFC
$15,200 FLC
|
|
$ |
60,800 |
(4) |
|
|
|
|
|
|
|
|
|
Morgan Gust
Director; Nominating Committee Chairman
|
|
$15,050 PFD
$15,200 PFO
$15,050 FFC
$15,200 FLC
|
|
$ |
60,500 |
(4) |
|
|
|
|
|
|
|
|
|
Karen H. Hogan
Director
|
|
$14,750 PFD
$14,900 PFO
$14,750 FFC
$14,900 FLC
|
|
$ |
59,300 |
(4) |
|
|
|
|
|
|
|
|
|
Robert F. Wulf
Director; Audit Committee Chairman
|
|
$17,700 PFD
$17,700 PFO
$17,550 FFC
$17,700 FLC
|
|
$ |
70,650 |
(4) |
|
|
|
* |
|
Represents the total compensation paid for the fiscal year ended November 30, 2009, to such
persons by the Funds and the other funds in the Flaherty & Crumrine Fund Family, which are
considered part of the same fund complex because they have a common adviser. The parenthetical
number represents the total number of investment company directorships held by the Director or
nominee in the fund complex as of November 30, 2009. |
Required Vote
The election of Mr. Gust as a Director of PFD will require the affirmative vote of a plurality
of the votes cast by holders of the Shares of Common Stock of PFD at the meeting in person or by
proxy. The election of Mr. Crumrine and Mr. Wulf as Directors of PFO, FFC and FLC will require the
affirmative vote of a plurality of the votes cast by holders of the Shares of Common Stock of each
such Fund at the Meeting in person or by proxy.
9
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by shareholders of each Fund that are intended to be presented at each Funds
next Annual Meeting of Shareholders to be held in 2011 must be received by the relevant Fund for
consideration for inclusion in the relevant Funds proxy statement relating to the meeting no later
than October 29, 2010, and must satisfy the requirements of federal securities laws.
Each Funds Bylaws require shareholders wishing to nominate Directors or make proposals to be
voted on at the Funds Annual Meeting to provide timely notice of the proposal in writing. To be
considered timely, any such notice must be delivered to or mailed and received at the principal
executive offices of the Fund at the address set forth on the first page of this proxy statement
not later than 60 days prior to the date of the meeting; provided, however, that if less than 70
days notice or prior public disclosure of the date of the meeting is given or made to
shareholders, any such notice by a shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which notice of the date of the annual
meeting was given or such public disclosure was made.
Any such notice by a shareholder shall set forth the information required by the Funds Bylaws
with respect to each matter the shareholder proposes to bring before the annual meeting.
ADDITIONAL INFORMATION
Independent Registered Public Accounting Firm
KPMG, 99 High Street, Boston, Massachusetts 02110-2371, has been selected to serve as each
Funds independent registered public accounting firm for each Funds fiscal year ending November
30, 2010. KPMG acted as the independent registered public accounting firm for each Fund for the
fiscal year ended November 30, 2009. The Funds know of no direct financial or material indirect
financial interest of KPMG in the Funds. A representative of KPMG will not be present at the
Meetings, but will be available by telephone to respond to appropriate questions and will have an
opportunity to make a statement, if asked.
Set forth in the table below are audit fees and non-audit related fees billed to each Fund by
KPMG for professional services for the fiscal years ended November 30, 2008 and 2009, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
Audit-Related |
|
|
Fund |
|
November 30 |
|
Audit Fees |
|
Fees |
|
Tax Fees* |
|
All Other Fees** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PFD |
|
| 2008 |
|
|
$ |
44,000 |
|
|
$ |
0 |
|
|
$ |
8,100 |
|
|
$ |
17,200 |
|
|
|
| 2009 |
|
|
$ |
44,000 |
|
|
$ |
0 |
|
|
$ |
8,100 |
|
|
$ |
8,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PFO |
|
| 2008 |
|
|
$ |
44,000 |
|
|
$ |
0 |
|
|
$ |
8,100 |
|
|
$ |
17,200 |
|
|
|
| 2009 |
|
|
$ |
44,000 |
|
|
$ |
0 |
|
|
$ |
8,100 |
|
|
$ |
8,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFC |
|
| 2008 |
|
|
$ |
46,400 |
|
|
$ |
0 |
|
|
$ |
8,100 |
|
|
$ |
17,200 |
|
|
|
| 2009 |
|
|
$ |
46,400 |
|
|
$ |
0 |
|
|
$ |
8,100 |
|
|
$ |
8,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FLC |
|
| 2008 |
|
|
$ |
46,400 |
|
|
$ |
0 |
|
|
$ |
8,100 |
|
|
$ |
17,200 |
|
|
|
| 2009 |
|
|
$ |
46,400 |
|
|
$ |
0 |
|
|
$ |
8,100 |
|
|
$ |
8,600 |
|
|
|
|
* |
|
Tax Fees are those fees billed to each Fund by KPMG in connection with tax consulting
services, including primarily the review of each Funds income tax returns. |
|
** |
|
All Other Fees are those fees billed to each Fund by KPMG in connection with the
preparation of a quarterly agreed-upon-procedures report. These Agreed-Upon-Procedures
(AUP) were required pursuant to each Funds Articles Supplementary when the Fund had
preferred stock outstanding. Specifically, Moodys Investors Service and Fitch, Inc. each
required that such AUP be undertaken and a report be provided in order to maintain their
ratings on the preferred stock. As of November 30, 2009, the Funds did not have any issued or
outstanding preferred stock, which was redeemed during the course of each Funds 2009 fiscal
year. |
Each Funds Audit Committee Charter requires that the Audit Committee pre-approve all
audit and non-audit services to be provided by the independent accountants to the Fund, and all
non-audit services to be provided by the independent accountants to the Funds investment adviser
and any entity controlling, controlled by or under common control
10
with the Funds investment adviser (affiliates) that provide on-going services to each Fund,
if the engagement relates directly to the operations and financial reporting of each Fund, or to
establish detailed pre-approval policies and procedures for such services in accordance with
applicable laws. All of the audit and non-audit services described above for which KPMG billed each
Fund fees for the fiscal years ended November 30, 2008 and November 30, 2009 were pre-approved by
the Audit Committee.
For each Funds fiscal year ended November 30, 2009, KPMG did not provide any non-audit
services (or bill any fees for such services) to the Funds investment adviser or any affiliates
thereof that provide services to the Funds.
Investment Adviser, Administrator and Servicing Agent
Flaherty & Crumrine serves as the investment adviser to each Fund, and its business address is
301 E. Colorado Boulevard, Suite 720, Pasadena, California 91101. PNC acts as the administrator to
each Fund and is located at 4400 Computer Drive, Westborough, Massachusetts 01581. Claymore
Securities, Inc. acts as the servicing agent to FFC and FLC and is located at 2455 Corporate West
Drive, Lisle, Illinois 60532.
Compliance with the Securities Exchange Act of 1934
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require each Funds Directors
and executive officers, certain persons affiliated with Flaherty & Crumrine and persons who
beneficially own more than 10% of a registered class of each Funds securities, to file reports of
ownership and changes of ownership with the SEC, the NYSE and each Fund. Directors, officers and
greater-than-10% shareholders are required by SEC regulations to furnish each Fund with copies of
such forms they file. Based solely upon its review of the copies of such forms received by it and
written representations from certain of such persons, each Fund believes that during 2009, all such
filing requirements applicable to such persons were met.
Broker Non-Vote and Abstentions
A proxy which is properly executed and returned accompanied by instructions to withhold
authority to vote represents a broker non-vote (i.e., shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or the persons entitled to
vote and (ii) the broker or nominee does not have discretionary voting power on a particular
matter). Proxies that reflect abstentions or broker non-votes (collectively, abstentions) will be
counted as Shares that are present and entitled to vote at the meeting for purposes of determining
the presence of a Quorum. With respect to Proposal 1, abstentions do not constitute a vote for or
against the proposal and will be disregarded in determining the votes cast on the proposal.
OTHER MATTERS TO COME BEFORE THE MEETING
Each Fund does not intend to present any other business at the relevant Meeting, nor is any
Fund aware that any shareholder intends to do so. If, however, any other matters are properly
brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon
in accordance with their judgment.
VOTING RESULTS
Each Fund will advise its shareholders of the voting results of the matters voted upon at its
Meeting in its next Semi-Annual Report to Shareholders.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Funds whether other persons are the beneficial owners of Fund Shares for
which proxies are being solicited from you, and, if so, the number of copies of the joint proxy
statement and other soliciting material you wish to receive in order to supply copies to the
beneficial owners of Fund Shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE
MEETINGS ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN ALL PROXY CARDS AS SOON AS POSSIBLE
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
11
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Proxy FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 2010
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be
held on April 22, 2010.
The notice of annual meetings of shareholders, joint proxy statement and proxy card for the Fund
are available on the Funds website at www.preferredincome.com.
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Flaherty & Crumrine Preferred Income Fund
Incorporated, a Maryland corporation (the Fund), hereby appoints Donald F. Crumrine and Robert M.
Ettinger, proxies for the undersigned, each with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the undersigned all shares of Common Stock which
the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held at
the offices of Flaherty & Crumrine Incorporated, 301 East Colorado Boulevard, Suite 720, Pasadena,
California 91101 at 8:30 a.m. PT, on April 22, 2010, and any adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and
hereby instructs said proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by substitute (or, if only
one shall be so present, then that one) shall have and may exercise all of the power and authority
of said proxies hereunder. The undersigned hereby revokes any proxy previously given.
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NOTE: Please sign this proxy exactly as your name(s)
appear(s) on the books of the Fund. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a
majority must sign. If a corporation, the signature should be that of
an authorized officer who should state his or her title. |
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Signature
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Signature (Joint Owners)
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PFD-CMN-PXC 1.03 |
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Annual Meeting Proxy Card
Election of Director - The Board of Directors recommends a vote FOR the nominee listed.
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1. Nominee: |
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WITHHOLD |
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01 Morgan Gust |
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This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEE AS DIRECTOR.
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Please mark your votes as
indicated in this example
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Non-Voting Items
Change of Address Please print new address below.
PLEASE SIGN ON REVERSE SIDE
PFD-CMN-PXC 1.02