N-CSR 1 d603976dncsr.htm N-CSR N-CSR
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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 811-05642

American Income Fund, Inc.

(Exact name of registrant as specified in charter)

 

800 Nicollet Mall, Minneapolis, MN   55402
(Address of principal executive offices)   (Zip code)

Jill M. Stevenson, 800 Nicollet Mall, Minneapolis, MN 55402

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-677-3863

Date of fiscal year end: August 31

Date of reporting period: August 31, 2013

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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

 

 

 

 


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LOGO

 

 

ANNUAL REPORT

August 31, 2013

 

LOGO

 

MRF       American Income
Fund


Table of Contents

American Income Fund

 

PRIMARY INVESTMENTS

American Income Fund, Inc. (the “fund”) is a closed-end investment fund that invests primarily in fixed-income securities, including, but not limited to, mortgage-backed securities, asset-backed securities, and high yield and investment grade corporate bonds. The fund is listed on the New York Stock Exchange with common shares traded under the symbol MRF.

FUND OBJECTIVE

The fund’s investment objective is to achieve high monthly income consistent with prudent risk to capital. Its dividend objective is to distribute monthly income in excess of that attainable from investments in U.S. Treasury securities having the same maturity as the expected average life of the fund’s investments. As with other investment companies, there can be no assurance the fund will achieve its objective.

 

 

LOGO

 

NOT FDIC INSURED     NO BANK GUARANTEE     MAY LOSE VALUE


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EXPLANATION OF FINANCIAL STATEMENTS

 

 

 

As a shareholder in the fund, you receive shareholder reports semiannually. We strive to present this financial information in an easy-to-understand format; however, for many investors, the information contained in this shareholder report may seem very technical. So, we would like to take this opportunity to explain several sections of the shareholder report.

The Schedule of Investments details all of the securities held in the fund and their related dollar values on the last day of the reporting period. Securities are usually presented by type (bonds, common stock, etc.) and by industry classification (healthcare, education, etc.). This information is useful for analyzing how your fund’s assets are invested and seeing where your portfolio manager believes the best opportunities exist to meet your objectives. Holdings are subject to change without notice and do not constitute a recommendation of any individual security. The Notes to Financial Statements provide additional details on how the securities are valued.

The Statement of Assets and Liabilities lists the assets and liabilities of the fund on the last day of the reporting period and presents the fund’s net asset value (“NAV”) and market price per share. The NAV is calculated by dividing the fund’s net assets (assets minus liabilities) by the number of shares outstanding. The market price is the closing price on the exchange on which the fund’s shares trade. This price, which may be higher or lower than the fund’s NAV, is the price an investor pays or receives when shares of the fund are purchased or sold. The investments, as presented in the Schedule of Investments, comprise substantially all of the fund’s assets. Other assets include cash and receivables for items such as income earned by the fund but not yet received. Liabilities include payables for items such as fund expenses incurred but not yet paid.

The Statement of Operations details the dividends and interest income earned from investments as well as the expenses incurred by the fund during the reporting period. Fund expenses may be reduced through fee waivers or reimbursements. This statement reflects total expenses before any waivers or reimbursements, the amount of waivers and reimbursements (if any), and the net expenses. This statement also shows the net realized and unrealized gains and losses from investments owned during the period. The Notes to Financial Statements provide additional details on investment income and expenses of the fund.

The Statement of Changes in Net Assets describes how the fund’s net assets were affected by its operating results and distributions to shareholders during the reporting period. This statement is important to investors because it shows exactly what caused the fund’s net asset size to change during the period.

The Statement of Cash Flows is required when a fund has a substantial amount of illiquid investments, a substantial amount of the fund’s securities are internally fair valued, or the fund carries some amount of debt. When presented, this statement explains the change in cash during the reporting period. It reconciles net cash provided by and used for operating activities to the net increase or decrease in net assets from operations and classifies cash receipts and payments as resulting from operating, investing, and financing activities.

The Financial Highlights provide a per-share breakdown of the components that affected the fund’s NAV for the current and past reporting periods. It also shows total return, net investment income ratios, expense ratios, and portfolio turnover rates. The net investment income ratios summarize the income earned less expenses, divided by the average net assets. The expense ratios represent the percentage of average net assets that were used to cover operating expenses during the period. The portfolio turnover rate represents the percentage of the fund’s holdings that have changed over the course of the period, and gives an idea of how long the fund holds on to a particular security. A 100% turnover rate implies that an amount equal to the value of the entire portfolio is turned over in a year through the purchase or sale of securities.

The Notes to Financial Statements disclose the organizational background of the fund, its significant accounting policies, federal tax information, fees and compensation paid to affiliates, and significant risks and contingencies.

We hope this guide to your shareholder report will help you get the most out of this important resource.

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        1   


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Fund Overview

 

 

 

Average Annual Total Returns

Based on NAV for the period ended August 31, 2012

 

LOGO

*The blended benchmark for American Income Fund is calculated based on the performance of the 25% Barclays High-Yield Index and 75% Barclays U.S. Government/Mortgage Index. Index performance is for illustrative purposes only and does not reflect any fees or expenses. The indices are unmanaged and are not available for direct investment.

The average annual total returns for American Income Fund are based on the change in its NAV and assume reinvestment of distributions at NAV. NAV-based performance is used to measure investment management results.

•  Average annual total returns based on the change in market price for one-year, five-year, and ten-year periods ended August 31, 2013, were -4.19%, 9.16%, and 6.20%, respectively.

•  Market price returns assume that all distributions have been reinvested at actual prices pursuant to the fund’s dividend reinvestment plan. Market price returns reflect any broker commissions or sales charges on dividends reinvested at market price.

•  Investments in debt securities typically decrease in value when interest rates rise. The risk is usually greater for longer-term debt securities.

•  Please remember, you could lose money with this investment. Neither safety of principal nor stability of income is guaranteed. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that fund shares, when sold, may be worth more or less than their original cost. Closed-end funds, such as this fund, often trade at discounts to NAV. Therefore, you may be unable to realize the full NAV of your shares when you sell.

 

 

2   AMERICAN INCOME FUND           2013 ANNUAL REPORT


Table of Contents

Fund Overview

 

 

 

Investment Advisor

U.S. Bancorp Asset

Management, Inc.

Sub-Advisors

Nuveen Asset Management, LLC

Nuveen Fund Advisors, LLC

Fund Management

Jason O’Brien, CFA

is responsible for the overall management of the fund. He has 20 years of financial experience.

Chris Neuharth, CFA

is a co-manager of the fund. He has 32 years of financial experience.

John T. Fruit, CFA

is responsible for the management of the high-yield portion of the fund. He has 25 years of financial experience.

 

For the fiscal year ended August 31, 2013, the fund had a total return of 4.93% based on its net asset value (NAV). The fund’s blended benchmark, the Barclays Capital Government/Mortgage Index (75%) and the Barclays Capital High Yield Index (25%) had a return of -0.20% during the period.

Strong markets interrupted by fears of the Federal Reserve (Fed) removing accommodation

September 2012 brought more global central bank accommodation. The Fed announced Quantitative Easing 3 (QE3) and the European Central Bank initiated its ability to conduct open market transactions. The Fed’s continued monetary support sparked a rally in spreads that continued into 2013. The domestic economy expanded at a moderate pace while the housing market exceeded recovery expectations. Investor fears over Eurozone sovereign debt receded and China avoided a hard landing. The broader themes remained intact: slow recovery, less downside tail risk globally and modestly improving economic data. Non-Treasury sectors reacted accordingly and performed well through most of the second quarter. As the modest economic recovery persisted, the Fed commented in June on the possibility of reducing monetary stimulus in late 2013. This caught the market off guard and non-Treasury sector spreads gapped wider. Spreads retraced some of the widening in July but finished on a soft note in August, the fiscal year end for the fund.

Despite market volatility the fund performed well on a NAV basis

Performance for MRF was strong based on its NAV, as the fund return of 4.93% outperformed the benchmark return of -0.20% for the year ending August 31, 2013. Unfortunately, as with many other closed end funds, macro uncertainty coupled with the ambiguity surrounding monetary policy drove the fund’s discount to an abnormally wide level. The fund’s discount widened from -3.77% to -13.06% during the fiscal year. This caused the fund to underperform the benchmark on a market price basis with a total return of -4.19%. The majority of the discount widening took place in the “risk off” environment subsequent to the Fed’s June comments on potential QE tapering. As a result of spread tightening over the past 12-18 months and interest rates remaining low, we had to lower the dividend in June 2013 from $0.0475 to $0.044 per share.

With the economic recovery progressing we still like non-Treasury sectors

Risk premiums are off their widest levels but we continue to like spread assets. The moderate economic recovery continues to move forward and the Fed has announced it will maintain the current level of monetary stimulus until the economic recovery is more robust. We believe the market will re-focus on the pace and timing of changes to monetary policy which will cause bouts of volatility, but excess returns should remain positive in the near term. Recent Eurozone data show growth continues to accelerate which will aid the recovery there and in China. A return to a healthy economy in the Eurozone will be a long road, but near term positive data reflect less systemic risk, benefitting spread assets overall. We expect to retain our portfolio overweights to the high-yield and investment-grade corporate sectors as well as commercial mortgage-backed securities. We will also continue to look for bottom-up opportunities in the non-agency mortgage-backed securities market as the recent progress in the housing sector improves the outlook for these securities.

 

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        3   


Table of Contents

Fund Overview

 

 

 

Portfolio Allocation1

As a percentage of total investments on August 31, 2013

 

U.S. Government Agency Mortgage-Backed Securities

     28

High Yield Corporate Bonds

     20   

Asset-Backed Securities

     16   

CMO — Private Mortgage-Backed Securities

     16   

Commercial Mortgage-Backed Securities

     10   

Investment Grade Corporate Bonds

     7   

CMO — U.S. Government Agency Mortgage-Backed Securities

     1   

Preferred Stocks

     1   

Short-Term Investments

     1   
     100

CMO: Collateralized Mortgage Obligation

1Portfolio allocations are subject to change and are not recommendations to buy or sell any security. Allocations reflect the fund’s exposure to each sector through direct investments in cash market securities and do not reflect the impact on sector allocation of holding derivative instruments. See the fund’s Schedule of Investments for derivatives held at August 31, 2013.

Thank you for your continued confidence in the fund. If you have any questions about the fund, please call us at 800.677.3863.

Sincerely,

 

LOGO

Jason O’Brien

Vice President, Portfolio Manager

Nuveen Asset Management, LLC

LOGO

 

John T. Fruit

Senior Vice President, Portfolio Manager

Head of High-Yield Credit Sector Team

Nuveen Asset Management, LLC

 

 

LOGO

Chris Neuharth

Managing Director, Portfolio Manager

Head of Securitized Debt Sector Team

Nuveen Asset Management, LLC

 

 

4   AMERICAN INCOME FUND           2013 ANNUAL REPORT


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Report of Independent Registered Public Accounting Firm

 

 

 

To the Shareholders and Board of Directors of American Income Fund, Inc.

We have audited the accompanying statement of assets and liabilities of American Income Fund, Inc., (the “fund”) including the schedule of investments, as of August 31, 2013, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the 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. We were not engaged to perform an audit of the fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2013, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. 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 American Income Fund, Inc. at August 31, 2013, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Chicago, Illinois

October 23, 2013

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        5   


Table of Contents
Schedule of Investments               August 31, 2013

 

 

American Income Fund (MRF)

 

DESCRIPTION

   PAR      FAIR
VALUE 
 

(Percentages of each investment category relate to total net assets)

     

High Yield Corporate Bonds — 25.9%

     

Basic Industry — 3.6%

     

Albea Beauty Holdings SA, 8.38%, 11/1/19 ¢

   $    250,000       $        252,500   

AngloGold Ashanti Holdings PLC, 8.50%, 7/30/20

     175,000         173,950   

Coeur d’Alene Mines, 7.88%, 2/1/21 ¢

     200,000         199,000   

Commercial Metals, 4.88%, 5/15/23

     150,000         135,750   

Domtar, 4.40%, 4/1/22

     250,000         238,980   

Evraz Group SA, 8.25%, 11/10/15 ¢

     150,000         159,426   

FMG Resources August 2006, 6.00%, 4/1/17 ¢

     175,000         178,062   

Hexion US Finance, 6.63%, 4/15/20

     100,000         98,750   

New Gold, 6.25%, 11/15/22 ¢

     150,000         143,625   

Nufarm Australia, 6.38%, 10/15/19 ¢

     200,000         200,000   

Resolute Forest Products, 5.88%, 5/15/23 ¢

     175,000         153,563   

Reynolds Group Issuer LLC, 8.50%, 5/15/18

     200,000         207,000   

Sappi Papier Holding GmbH, 8.38%, 6/15/19 ¢

     200,000         209,000   

Stora Enso OYJ, 7.25%, 4/15/36 ¢

     200,000         186,500   

Taminco Global Chemical, 9.75%, 3/31/20 ¢

     150,000         168,375   

Vedanta Resources PLC, 6.00%, 1/31/19 ¢

     200,000         181,000   
     

 

 

 
        2,885,481   
     

 

 

 

Capital Goods — 0.9%

     

Clean Harbors, 5.25%, 8/1/20

     275,000         271,562   

Commercial Vehicle Group, 7.88%, 4/15/19

     250,000         248,750   

Pittsburgh Glass Works LLC, 8.50%, 4/15/16 ¢

     200,000         206,500   
     

 

 

 
        726,812   
     

 

 

 

Communications — 5.2%

     

CenturyLink, 7.65%, 3/15/42

     200,000         180,000   

CyrusOne LP, 6.38%, 11/15/22

     100,000         100,500   

Digicel, 7.00%, 2/15/20 ¢

     200,000         202,000   

DIRECTV Holdings LLC, 5.20%, 3/15/20

     300,000         316,985   

DISH DBS,

     

4.25%, 4/1/18

     100,000         98,500   

5.88%, 7/15/22

     200,000         196,000   

DreamWorks Animation SKG, 6.88%, 8/15/20 ¢

     200,000         205,500   

Eileme 1 AB, 14.25%, 8/15/20 ¢

     172,135         184,185   

Fairpoint Communications, 8.75%, 8/15/19 ¢

     175,000         176,750   

Frontier Communications,

     

8.50%, 4/15/20

     250,000         273,125   

7.13%, 1/15/23

     250,000         243,125   

7.63%, 4/15/24

     200,000         195,500   

Intelsat Luxembourg SA, 6.75%, 6/1/18 ¢

     200,000         207,000   

Midcontinent Communications & Finance, 6.25%, 8/1/21 ¢

     200,000         200,500   

Nara Cable Funding, 8.88%, 12/1/18 ¢

     200,000         207,500   

Sky Growth Acquisition, 7.38%, 10/15/20 ¢

     225,000         232,875   

Softbank, 4.50%, 4/15/20 ¢

     200,000         189,088   

Sprint Capital, 8.75%, 3/15/32

     200,000         205,000   

UPCB Finance III, 6.63%, 7/1/20 ¢

     200,000         209,000   

Wind Acquisition Finance SA, 7.25%, 2/15/18 ¢

     250,000         253,750   
     

 

 

 
        4,076,883   
     

 

 

 

Consumer Cyclical — 4.2%

     

Associated Asphalt Partners LLC, 8.50%, 2/15/18 ¢

     150,000         150,000   

Brookfield Residential Properties, 6.50%, 12/15/20 ¢

     250,000         255,625   

Chrysler Group LLC, 8.00%, 6/15/19

     200,000         217,250   

Delta Air Lines Pass Through Trust, Series 2012-1, Class B, 6.88%, 5/7/19 ¢

     241,131         251,982   

 

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

 

6   AMERICAN INCOME FUND           2013 ANNUAL REPORT


Table of Contents

 

 

American Income Fund (MRF)

 

DESCRIPTION

   PAR      FAIR
VALUE 
 

Erickson Air-Crane, 8.25%, 5/1/20 ¢

   $    178,000       $        175,330   

Ford Motor, 7.45%, 7/16/31

     100,000         120,518   

Gestamp Funding Luxembourg SA, 5.63%, 5/31/20 ¢

     200,000         195,800   

Harsco, 5.75%, 5/15/18

     250,000         264,400   

Jones Group, 6.88%, 3/15/19

     200,000         204,250   

Mattamy Group, 6.50%, 11/15/20 ¢

     250,000         245,625   

McGraw-Hill Global Education Holdings LLC, 9.75%, 4/1/21 ¢

     200,000         211,000   

RR Donnelley & Sons, 8.25%, 3/15/19

     200,000         220,500   

Select Medical, 6.38%, 6/1/21 ¢

     250,000         236,250   

Vector Group, 7.75%, 2/15/21

     150,000         154,875   

Watco LLC, 6.38%, 4/1/23 ¢

     250,000         246,875   

Wynn Las Vegas LLC, 4.25%, 5/30/23 ¢

     150,000         134,250   
     

 

 

 
        3,284,530   
     

 

 

 

Consumer Non Cyclical — 1.3%

     

FAGE Dairy Industry USA, 9.88%, 2/1/20 ¢

     150,000         162,000   

HealthSouth, 5.75%, 11/1/24

     250,000         240,000   

JBS USA LLC, 7.25%, 6/1/21 ¢

     200,000         202,000   

Kindred Healthcare, 8.25%, 6/1/19

     250,000         262,500   

Tenet Healthcare, 6.88%, 11/15/31

     200,000         168,000   
     

 

 

 
        1,034,500   
     

 

 

 

Electric — 1.0%

     

Covanta Holding, 6.38%, 10/1/22

     250,000         253,674   

Dynegy, 5.88%, 6/1/23 ¢

     200,000         184,500   

Energy Future Intermediate Holding LLC, 11.25%, 12/1/18 ¢

     5,929         4,655   

GenOn Americas Generation LLC,

     

8.50%, 10/1/21

     200,000         213,000   

9.13%, 5/1/31

     150,000         157,500   
     

 

 

 
        813,329   
     

 

 

 

Energy — 6.4%

     

Bill Barrett, 7.00%, 10/15/22

     265,000         257,050   

Bonanza Creek Energy, 6.75%, 4/15/21

     250,000         254,375   

Calumet Specialty Products Partners LP, 9.38%, 5/1/19

     225,000         247,500   

Carrizo Oil & Gas, 7.50%, 9/15/20

     200,000         211,000   

Chesapeake Energy, 6.88%, 11/15/20

     200,000         216,500   

Concho Resources, 5.50%, 10/1/22

     250,000         244,375   

Drill Rigs Holdings, 6.50%, 10/1/17 ¢

     225,000         229,500   

EP Energy LLC, 7.75%, 9/1/22

     250,000         267,500   

Gastar Exploration USA, 8.63%, 5/15/18 ¢

     125,000         118,750   

Gazprom OAO Via Gaz Capital SA, 3.85%, 2/6/20 ¢

     215,000         200,487   

Halcon Resources, 9.75%, 7/15/20

     175,000         180,688   

Holly Energy Partners LP, 6.50%, 3/1/20

     250,000         257,500   

Key Energy Services, 6.75%, 3/1/21

     250,000         246,875   

LBC Tank Terminals Holding Netherlands BV, 6.88%, 5/15/23 ¢

     250,000         251,250   

Lightstream Resources, 8.63%, 2/1/20 ¢

     200,000         190,000   

Niska Gas Storage US LLC, 8.88%, 3/15/18

     200,000         208,500   

Northern Tier Energy LLC, 7.13%, 11/15/20 ¢

     200,000         198,000   

PBF Holding LLC, 8.25%, 2/15/20

     150,000         153,375   

Penn Virginia, 8.50%, 5/1/20

     250,000         250,000   

Range Resources, 5.00%, 8/15/22

     200,000         195,500   

SM Energy, 6.63%, 2/15/19

     250,000         261,250   

Vanguard Natural Resources LLC, 7.88%, 4/1/20

     150,000         151,875   

Western Refining, 6.25%, 4/1/21

     250,000         245,000   
     

 

 

 
        5,036,850   
     

 

 

 

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        7   


Table of Contents
Schedule of Investments               August 31, 2013

 

 

American Income Fund (MRF)

 

DESCRIPTION

   PAR      FAIR
VALUE 
 

Finance — 1.9%

     

Community Choice Financial, 10.75%, 5/1/19

   $    175,000       $        162,750   

Dresdner Funding Trust I, 8.15%, 6/30/31 ¢

     250,000         247,500   

Genworth Holdings, 6.15%, 11/15/66 r

     250,000         217,500   

LBG Capital No.1 PLC, 8.00%, 12/29/49 ¢ r

     100,000         104,500   

Nationstar Mortgage Advance Receivable Trust, 3.82%, 6/22/48 ¢

     500,000         499,268   

Nationstar Mortgage LLC, 7.88%, 10/1/20

     150,000         158,250   

RBS Capital Trust III, 5.51%, 12/31/49 r

     150,000         126,750   
     

 

 

 
        1,516,518   
     

 

 

 

Natural Gas — 0.7%

     

Atlas Pipeline Partners LP, 6.63%, 10/1/20 ¢

     250,000         251,250   

Sabine Pass LNG, 7.50%, 11/30/16

     250,000         275,313   
     

 

 

 
        526,563   
     

 

 

 

Sovereigns — 0.2%

     

Republic of Uruguay, 8.00%, 11/18/22

     122,639         150,846   
     

 

 

 

Technology ¢ — 0.5%

     

First Data, 6.75%, 11/1/20

     250,000         255,625   

Goodman Networks, 13.13%, 7/1/18

     150,000         158,250   
     

 

 

 
        413,875   
     

 

 

 

Total High Yield Corporate Bonds
(Cost: $20,492,755)

        20,466,187   
     

 

 

 

U.S. Government Agency Mortgage-Backed Securities — 37.5%

     

Adjustable Rate r — 0.1%

     

Federal Home Loan Mortgage Corporation, 2.12%, 9/1/18, #605911

     34         34   

Federal National Mortgage Association, 2.94%, 7/1/27, #070179

     540         578   

Government National Mortgage Association, 1.63%, 12/20/22, #008096 a

     121,615         126,260   
     

 

 

 
        126,872   
     

 

 

 

Fixed Rate — 37.4%

     

Federal Home Loan Mortgage Corporation Gold, 6.50%, 11/1/28, #C00676 a

     67,695         77,167   

Federal National Mortgage Association,

     

6.00%, 12/1/13, #190179 a

     5,079         5,544   

7.00%, 7/1/17, #254414 a

     57,572         61,579   

5.00%, 11/1/18, #750989 a

     101,349         107,733   

5.00%, 2/1/21, #745279 a

     146,257         156,193   

6.00%, 5/1/29, #323702 a

     108,189         119,910   

7.00%, 9/1/31, #596680 a

     54,109         58,769   

5.50%, 6/1/33, #709700 a

     75,415         82,335   

6.00%, 1/1/34, #763687 a

     259,845         285,104   

5.50%, 2/1/34, #766070 a

     335,355         369,925   

6.00%, 3/1/34, #745324 a

     183,845         205,734   

6.00%, 1/1/35, #810225 a

     228,705         251,021   

5.00%, 7/1/35, #828346 a

     206,188         221,348   

5.50%, 3/1/36, #878059 a

     126,369         137,062   

6.00%, 6/1/36, #882685 a

     455,679         500,457   

5.50%, 4/1/37, #888284 a

     333,402         361,611   

5.00%, 6/1/37, #944244 a

     398,751         428,069   

5.50%, 6/1/38, #995018 a

     334,020         362,282   

3.00%, 9/1/43 «

     8,785,000         8,424,334   

3.50%, 9/1/43 «

     8,540,000         8,537,331   

4.00%, 9/1/43 «

     4,605,000         4,756,821   

4.50%, 9/1/43 «

     2,975,000         3,142,460   

 

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

 

8   AMERICAN INCOME FUND           2013 ANNUAL REPORT


Table of Contents

 

 

American Income Fund (MRF)

 

DESCRIPTION

   PAR      FAIR
VALUE 
 

Government National Mortgage Association,

     

5.50%, 8/15/33, #604567 a

   $ 480,925       $        539,901   

6.00%, 7/15/34, #631574 a

        258,545         288,871   
     

 

 

 
        29,481,561   
     

 

 

 

Total U.S. Government Agency Mortgage-Backed Securities
(Cost: $29,356,529)

        29,608,433   
     

 

 

 

Collateralized Mortgage Obligation — Private Mortgage-Backed Securities — 21.8%

     

Adjustable Rate r — 3.8%

     

Goldman Sachs Mortgage Loan Trust,

     

2.54%, 10/25/33, Series 2003-10, Class 1A1

     174,050         171,799   

3.18%, 1/25/35, Series 2005-AR1, Class B1 ¥

     1,223,929         287,090   

GSMPS Mortgage Loan Trust, Series 2006-RP2, Class B1, 5.24%, 4/25/36 ¥

     1,407,515         280,984   

IndyMac Index Mortgage Loan Trust, Series 2006-AR13, Class A3, 4.96%, 7/25/36

     1,049,680         933,844   

MASTR Adjustable Rate Mortgages Trust, Series 2003-5, Class 4A1, 2.09%, 11/25/33

     641,590         613,838   

Washington Mutual Mortgage Pass-Through Certificates, Series 2007-HY1, Class 1A1, 2.43%, 2/25/37

     399,344         306,060   

Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2003-AR3, Class B1, 2.45%, 6/25/33 ¥

     275,786         182,526   

Wells Fargo Mortgage-Backed Securities Trust, Series 2006-AR14, Class 2A3, 2.64%, 10/25/36

     262,577         225,968   
     

 

 

 
        3,002,109   
     

 

 

 

Fixed Rate — 18.0%

     

Banc of America Funding, Series 2007-4, Class 1A2, 5.50%, 6/25/37 ¥

     395,739         130,285   

BCAP LLC Trust, Series 2009-RR14, Class 1A1, 6.13%, 5/26/37 ¢

     1,045,184         1,096,435   

Citigroup Mortgage Loan Trust, Series 2010-10, Class 7A1, 4.78%, 12/25/32 ¢

     324,112         322,369   

Countrywide Alternative Loan Trust,

     

6.50%, 3/25/34, Series 2004-J2, Class 2A1

     297,632         316,635   

5.50%, 10/25/35, Series 2005-47CB, Class A7

     387,385         306,518   

5.50%, 2/25/36, Series 2005-86CB, Class A10

     418,645         345,046   

5.75%, 4/25/47, Series 2007-6, Class A4

     1,135,742         885,973   

Credit Suisse First Boston Mortgage Securities Corporation,

     

6.20%, 4/25/33, Series 2003-8, Class DB1

     885,077         848,862   

6.00%, 12/25/35, Series 2005-11, Class 6A7 ¥

     1,000,000         403,573   

First Horizon Alternative Mortgage Securities, Series 2005-FA5, Class 3A2, 5.50%, 8/25/35 ¥

     662,402         112,144   

GSMPS Mortgage Loan Trust,

     

7.50%, 6/19/32, Series 2001-2, Class A ¢

     169,125         177,947   

7.50%, 3/25/35, Series 2005-RP2, Class 1A2 ¢

     587,097         611,094   

7.50%, 9/25/35, Series 2005-RP3, Class 1A2 ¢

     617,351         643,398   

5.24%, 4/25/36, Series 2006-RP2, Class B2 ¥

     1,267,503         135,265   

6.68%, 3/25/43, Series 2003-1, Class B2 ¥

     1,252,822         47,968   

Impac Secured Assets Corporation, Series 2000-3, Class M1, 8.00%, 10/25/30 ¥

     445,089         415,584   

JP Morgan Alternative Loan Trust, Series 2006-S1, Class 1A19, 6.50%, 3/25/36

     599,153         524,149   

Lehman Mortgage Trust, Series 2008-6, Class 1A1, 5.60%, 7/25/47

     137,882         139,967   

MASTR Alternative Loans Trust,

     

7.00%, 1/25/34, Series 2004-1, Class 3A1

     582,248         604,059   

7.00%, 6/25/34, Series 2004-5, Class 6A1

     792,030         833,711   

MASTR Reperforming Loan Trust, Series 2005-1, Class 1A4, 7.50%, 8/25/34 ¢

     625,997         649,582   

Merrill Lynch Alternative Note Asset Trust, Series 2007-F1, Class 2A7, 6.00%, 3/25/37

     606,280         426,339   

Morgan Stanley Mortgage Loan Trust, Series 2006-2, Class 2A3, 5.75%, 2/25/36

     310,891         296,770   

Mortgage Equity Conversion Asset Trust, Series 2010-1A, Class A, 4.00%, 7/25/60 ¢ ¥

     428,329         406,913   

Nomura Asset Acceptance Corporation, Series 2004-R2, Class B1, 6.74%, 10/25/34 ¢ ¥ ¿

     785,590         396,029   

Residential Asset Mortgage Products, Series 2003-SL1, Class M2, 7.36%, 4/25/31 ¥

     561,706         282,803   

Residential Funding Mortgage Securities I Trust, Series 2007-S9, Class 1A1, 6.00%, 10/25/37

     581,203         495,475   

Salomon Brothers Mortgage Securities VII, Series 2003-1, Class A2, 6.00%, 9/25/33 ¢

     504,349         520,911   

Springleaf Mortgage Loan Trust, ¢ ¥

     

4.44%, 6/25/58, Series 2013-1A, Class M4

     500,000         456,151   

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        9   


Table of Contents
Schedule of Investments               August 31, 2013

 

 

American Income Fund (MRF)

 

DESCRIPTION

   PAR      FAIR
VALUE 
 

5.30%, 12/25/59, Series 2012-3A, Class M4

   $ 750,000       $ 745,226   

3.52%, 12/25/65, Series 2013-2A, Class M1

        500,000                481,923   

Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2004-RA3, Class 2A, 6.51%, 8/25/38

     87,214         93,618   
     

 

 

 
        14,152,722   
     

 

 

 

Total Collateralized Mortgage Obligation — Private Mortgage-Backed Securities
(Cost: $21,650,838)

        17,154,831   
     

 

 

 

Collateralized Mortgage Obligation — U.S. Agency Mortgage-Backed Securities — 1.5%

     

Fixed Rate — 1.5%

     

Federal National Mortgage Association,

     

6.73%, 2/25/42, Series 2002-W1, Class 2A

     192,404         226,158   

5.75%, 12/25/42, Series 2003-W1, Class B1 ¥

     889,389         579,639   

5.78%, 7/25/44, Series 2004-W14, Class B2 ¥

     837,175         331,146   
     

 

 

 

Total Collateralized Mortgage Obligation — U.S. Agency Mortgage-Backed Securities
(Cost: $1,039,906)

        1,136,943   
     

 

 

 

Commercial Mortgage-Backed Securities — 14.3%

     

Other — 14.3%

     

Americold LLC Trust, Series 2010-ARTA, Class C, 6.81%, 1/14/29 ¢

     405,000         461,955   

Banc of America Commercial Mortgage, Series 2005-4, Class A5B, 5.00%, 7/10/45 r

     500,000         528,636   

Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class AM, 5.58%, 9/11/41 r

     500,000         542,862   

Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2007-CD5, Class A4, 5.89%, 11/15/44 r

     490,719         549,592   

Greenwich Capital Commercial Funding Corporation,

     

5.44%, 3/10/39, Series 2007-GG9, Class A4

     890,000         976,946   

5.74%, 12/10/49, Series 2007-GG11, Class A4

     710,000         790,616   

GS Mortgage Securities Trust, Series 2007-GG10, Class A4, 6.00%, 8/10/45 r

     500,000         550,472   

JP Morgan Chase Commercial Mortgage Securities Corporation,

     

5.43%, 7/15/46, Series 2011-C4, Class C ¢ r

     750,000         768,471   

5.44%, 6/12/47, Series 2007-CB18, Class A4

     600,000         657,928   

5.79%, 2/12/51, Series 2007-CB20, Class A4 r

     300,000         336,611   

LB-UBS Commercial Mortgage Trust, r

     

6.32%, 4/15/41, Series 2008-C1, Class A2

     752,000         862,082   

6.32%, 4/15/41, Series 2008-C1, Class AM

     210,000         232,293   

5.87%, 9/15/45, Series 2007-C7, Class A3

     575,332         630,715   

Morgan Stanley Capital I, r

     

6.46%, 1/11/43, Series 2008-T29, Class A4

     225,000         260,025   

5.45%, 2/12/44, Series 2007-HQ11, Class A4

     200,000         220,672   

5.42%, 9/15/47, Series 2011-C1, Class C ¢

     250,000         260,517   

Morgan Stanley Re-Remic Trust, Series 2009-GG10, Class A4B, 6.00%, 8/12/45 ¢ r

     500,000         544,649   

SBA Tower Trust, 3.60%, 4/15/43 ¢

     390,000         384,131   

Vornado DP LLC, Series 2010-VNO, Class A1, 2.97%, 9/13/28 ¢

     415,299         431,347   

Wachovia Bank Commercial Mortgage Trust, Series 2007-C30, Class A3, 5.25%, 12/15/43

     286,162         285,289   

WF-RBS Commercial Mortgage Trust, ¢ r

     

5.39%, 2/15/44, Series 2011-C2, Class C

     250,000         255,749   

5.34%, 3/15/44, Series 2011-C3, Class C

     750,000         761,723   
     

 

 

 

Total Commercial Mortgage-Backed Securities
(Cost: $9,685,367)

        11,293,281   
     

 

 

 

Asset-Backed Securities — 21.9%

     

Automotive — 0.6%

     

CFC LLC, Series 2013-1A, Class C, 3.45%, 3/15/19 ¢

     500,000         495,228   
     

 

 

 

 

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

 

10   AMERICAN INCOME FUND           2013 ANNUAL REPORT


Table of Contents

 

 

American Income Fund (MRF)

 

DESCRIPTION

   PAR      FAIR
VALUE 
 

Home Equity — 13.2%

     

Bayview Financial Acquisition Trust,

     

6.07%, 2/25/33, Series 2003-AA, Class M3 ¢ ¥ r

   $ 352,958       $ 355,597   

5.50%, 12/28/35, Series 2005-D, Class AF4 r

     750,000         734,767   

5.64%, 11/28/36, Series 2006-C, Class 1A2

        287,374                278,993   

5.85%, 11/28/36, Series 2006-C, Class 1A5

     434,089         407,545   

5.66%, 12/28/36, Series 2006-D, Class 1A2

     369,562         372,146   

5.70%, 2/28/41, Series 2006-A, Class 1A5

     843,474         855,034   

Countrywide Asset-Backed Certificates, r

     

5.10%, 5/25/36, Series 2005-16, Class 2AF2

     311,828         310,061   

5.53%, 4/25/47, Series 2007-4, Class A2

     736,932         678,856   

Credit-Based Asset Servicing and Securitization LLC, Series 2007-SP1, Class A4, 6.02%, 12/25/37 ¢

     750,000         783,865   

HLSS Servicer Advance Receivables Backed Notes, ¢

     

4.94%, 10/15/45, Series 2012-T2, Class D2

     750,000         780,150   

4.46%, 1/15/48, Series 2013-T1, Class D3

     900,000         892,710   

Home Equity Mortgage Trust, Series 2004-6, Class M2, 5.82%, 4/25/35 ¥

     631,199         630,737   

Morgan Stanley ABS Capital I, Series 2007-NC2, Class A2A, 0.29%, 2/25/37 r

     75,668         37,759   

Nationstar Agency Advance Funding Trust, ¢

     

4.21%, 2/18/48, Series 2013-T2A, Class DT2

     350,000         345,824   

7.39%, 2/18/48, Series 2013-T2A, Class FT2 ¥

     525,000         524,218   

Renaissance Home Equity Loan Trust, Series 2005-4, Class A6, 5.75%, 2/25/36

     753,844         665,657   

Residential Asset Securities Trust, Series 2004-KS1, Class AI5, 5.22%, 2/25/34

     850,000         900,673   

Residential Funding Mortgage Securities II, Series 2003-HI4, Class M1, 6.03%, 2/25/29

     356,276         331,757   

Wedgewood Real Estate Trust, Series 2013-1A, Class M1, 5.00%, 7/25/43 ¢ ¥

     500,000         494,844   
     

 

 

 
        10,381,193   
     

 

 

 

Manufactured Housing — 5.2%

     

Green Tree Financial, Series 1994-2, Class A5, 8.30%, 5/15/19

     7,294         7,384   

Lehman ABS Manufactured Housing Contract Trust, Series 2001-B, Class A3, 4.35%, 4/15/40

     300,091         309,704   

Mid-State Trust,

     

5.75%, 1/15/40, Series 2005-1, Class A

     1,086,633         1,162,571   

5.25%, 12/15/45, Series 2010-1, Class M ¢

     641,657         666,846   

Newcastle Investment Trust, Series 2010-MH1, Class A, 4.50%, 7/10/35 ¢

     337,521         341,046   

Origen Manufactured Housing,

     

6.64%, 1/15/35, Series 2004-A, Class M2 r

     592,469         650,464   

5.73%, 11/15/35, Series 2004-B, Class M1 r

     245,420         258,597   

5.99%, 1/15/37, Series 2005-B, Class M1

     690,262         723,890   
     

 

 

 
        4,120,502   
     

 

 

 

Other ¢ — 2.9%

     

321 Henderson Receivables LLC,

     

6.15%, 10/15/48, Series 2007-3A, Class A

     602,928         623,556   

9.31%, 7/15/61, Series 2010-1A, Class B

     495,000         593,429   

6.77%, 10/17/61, Series 2012-2A, Class B

     500,000         516,113   

7.14%, 2/15/67, Series 2012-1A, Class B

     500,000         549,619   
     

 

 

 
        2,282,717   
     

 

 

 

Total Asset-Backed Securities
(Cost: $16,433,767)

        17,279,640   
     

 

 

 

Investment Grade Corporate Bonds — 9.0%

     

Basic Industry — 1.4%

     

Alcoa, 5.40%, 4/15/21

     350,000         345,706   

Freeport-McMoRan Copper & Gold, 3.55%, 3/1/22

     500,000         446,206   

Vale Overseas, 4.63%, 9/15/20

     300,000         296,911   
     

 

 

 
        1,088,823   
     

 

 

 

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        11   


Table of Contents
Schedule of Investments               August 31, 2013

 

 

American Income Fund (MRF)

 

DESCRIPTION

   PAR/
SHARES
     FAIR
VALUE 
 

Communications — 0.4%

     

Vivendi SA, 4.75%, 4/12/22 ¢

   $ 300,000       $        298,890   
     

 

 

 

Consumer Cyclical — 1.2%

     

Computer Sciences, 4.45%, 9/15/22

     1,000,000         981,829   
     

 

 

 

Energy — 0.9%

     

Southwestern Energy, 4.10%, 3/15/22

     250,000         245,599   

Transocean, 3.80%, 10/15/22

     500,000         467,324   
     

 

 

 
        712,923   
     

 

 

 

Finance — 4.4%

     

Bank of America, 5.00%, 5/13/21

     500,000         529,421   

Citigroup, 4.50%, 1/14/22

     500,000         520,147   

Goldman Sachs Group, 6.00%, 6/15/20

     500,000         561,054   

Mid-State Capital Trust, Series 2004-1, Class A, 6.01%, 8/15/37

     763,137         800,801   

Morgan Stanley, 5.50%, 7/28/21

     1,000,000         1,086,625   
     

 

 

 
        3,498,048   
     

 

 

 

Insurance — 0.3%

     

Lincoln National, 6.05%, 4/20/67 r

     250,000         247,500   
     

 

 

 

Real Estate — 0.4%

     

CommonWealth REIT, 5.88%, 9/15/20

     300,000         302,152   
     

 

 

 

Total Investment Grade Corporate Bonds
(Cost: $7,206,224)

        7,130,165   
     

 

 

 

Preferred Stocks — 2.0%

     

Banking — 0.5%

     

Bank of America, Series 5

     19,000         382,280   
     

 

 

 

Basic Industry — 0.2%

     

ArcelorMittal

     7,500         155,700   
     

 

 

 

Consumer Cyclical — 0.2%

     

TravelCenters of America LLC

     7,000         179,200   
     

 

 

 

Finance — 0.9%

     

Bank of America, Series L

     200         216,000   

First Niagara Financial Group, Series B

     8,000         222,250   

Goldman Sachs Group, Series J

     12,000         271,800   
     

 

 

 
        710,050   
     

 

 

 

Real Estate Investment Trusts — 0.2%

     

LaSalle Hotel Properties, Series H

     5,000         124,945   
     

 

 

 

Total Preferred Stocks
(Cost: $1,438,806)

        1,552,175   
     

 

 

 

Closed-End Funds — 0.6%

     

Blackrock Credit Allocation Income Trust IV

     32,000         398,080   

Pioneer Floating Rate Trust

     7,000         89,040   
     

 

 

 

Total Closed-End Funds
(Cost: $486,936)

        487,120   
     

 

 

 

 

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

 

12   AMERICAN INCOME FUND           2013 ANNUAL REPORT


Table of Contents

 

 

American Income Fund (MRF)

 

DESCRIPTION

   SHARES      FAIR
VALUE 
 

Short-Term Investment — 2.1%

     

Money Market Fund — 2.1%

     

First American Prime Obligations Fund, Class Z, 0.00% W

     1,664,544       $ 1,664,544   
     

 

 

 

Total Short-Term Investments
(Cost: $1,664,544)

        1,664,544   
     

 

 

 

Total Investments p — 136.6%
(Cost: $109,455,672)

        107,773,319   
     

 

 

 

Other Assets and Liabilities, Net — (36.6)%

        (28,870,941
     

 

 

 

Total Net Assets — 100.0%

      $ 78,902,378   
     

 

 

 

 

Securities are valued in accordance with procedures described in note 2 in Notes to Financial Statements.

 

¢ Securities purchased within terms of a private placement memorandum, exempt from registration under Rule 144A of the Securities Act of 1933, as amended, which may be sold only to dealers in that program or other “qualified institutional buyers”. On August 31, 2013, the total fair value of these investments was $28,504,426 or 36.1% of total net assets.

 

r Variable Rate Security – The rate shown is the net coupon rate in effect as of August 31, 2013.

 

a Securities pledged as collateral for outstanding reverse repurchase agreements. On August 31, 2013, securities valued at $4,746,875 were pledged as collateral for the following outstanding reverse repurchase agreements:

 

Amount     Acquisition
Date
    Rate*     Due     Accrued
Interest
    Name of Broker
and Description
of Collateral
 
$ 4,488,000        8/9/13        0.36     9/9/13      $ 1,391        (1

 

 

         

 

 

   

 

  * Interest rate as of August 31, 2013. Rate is based on one-month London Offered Rate (“LIBOR”) plus a spread and reset monthly.

Name of broker and description of collateral:

  (1) Goldman Sachs:

Federal Home Loan Mortgage Corporation Gold, 6.50%, 11/1/28, $67,695 par

Federal National Mortgage Association, 6.00%, 12/1/13, $5,079 par

Federal National Mortgage Association, 7.00%, 7/1/17, $57,572 par

Federal National Mortgage Association, 5.00%, 11/1/18, $101,349 par

Federal National Mortgage Association, 5.00%, 2/1/21, $146,257 par

Federal National Mortgage Association, 6.00%, 5/1/29, $108,189 par

Federal National Mortgage Association, 7.00%, 9/1/31, $54,109 par

Federal National Mortgage Association, 5.50%, 6/1/33, $75,415 par

Federal National Mortgage Association, 6.00%, 1/1/34, $259,845 par

Federal National Mortgage Association, 5.50%, 2/1/34, $335,355 par

Federal National Mortgage Association, 6.00%, 3/1/34, $183,845 par

Federal National Mortgage Association, 6.00%, 1/1/35, $228,705 par

Federal National Mortgage Association, 5.00%, 7/1/35, $206,188 par

Federal National Mortgage Association, 5.50%, 3/1/36, $126,369 par

Federal National Mortgage Association, 6.00%, 6/1/36, $455,679 par

Federal National Mortgage Association, 5.50%, 4/1/37, $333,402 par

Federal National Mortgage Association, 5.00%, 6/1/37, $398,751 par

Federal National Mortgage Association, 5.50%, 6/1/38, $334,020 par

Government National Mortgage Association, 1.63%, 12/20/22, $121,615 par

Government National Mortgage Association, 5.50%, 8/15/33, $480,925 par

Government National Mortgage Association, 6.00%, 7/15/34, $258,545 par

 

« Security purchased on a when-issued basis. On August 31, 2013, the total cost of investments purchased on a when-issued basis was $24,992,536 or 31.7% of total net assets. See note 2 in the Notes to Financial Statements.

 

¥ Security considered illiquid. As of August 31, 2013, the fair value of these investments was $7,680,645 or 9.7% of total net assets. See note 2 in Notes to Financial Statements.

 

¿ Security is currently in default with regards to scheduled interest and/or principal payments.

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        13   


Table of Contents
Schedule of Investments               August 31, 2013

 

 

American Income Fund (MRF)

 

 

W Investment in affiliated security. This money market fund is advised by U.S. Bancorp Asset Management, Inc., which also serves as advisor for the fund. The rate shown is the annualized seven-day effective yield as of August 31, 2013. See note 2 in Notes to Financial Statements.

 

p On August 31, 2013, the cost of investments for federal income tax purposes was $109,950,285. The aggregate gross unrealized appreciation and depreciation of investments, based on this cost, were as follows:

 

Gross unrealized appreciation

   $ 4,032,897   

Gross unrealized depreciation

     (6,209,863
  

 

 

 

Net unrealized depreciation

   $ (2,176,966
  

 

 

 

REIT–Real Estate Investment Trust

Schedule of Open Futures Contracts

Description

   Settlement
Month
     Number of
Contracts Sold
     Notional
Contract Value
     Unrealized
Depreciation
 

U.S. Treasury 2 Year Note Futures

     December 2013         3       $ (659,250    $ (334

U.S. Treasury 5 Year Note Futures

     December 2013         119         (14,241,883      (28,315

U.S. Treasury 10 Year Note Futures

     December 2013         63         (7,829,719      (18,737

U.S. Treasury Long Bond Futures

     December 2013         16         (2,110,500      (17,537
           

 

 

 
            $ (64,923
           

 

 

 

 

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

 

14   AMERICAN INCOME FUND           2013 ANNUAL REPORT


Table of Contents
Statement of Assets and Liabilities               August 31, 2013

 

 

 

Assets:

  

Unaffiliated investments, at fair value (Cost: $107,791,128) (note 2)

   $ 106,108,775   

Affiliated money market fund, at fair value (Cost: $1,664,544)

     1,664,544   

Receivable for investments sold

     242,156   

Cash collateral for futures contracts

     255,000   

Receivable for accrued dividends and interest

     776,859   

Receivable for accrued dividends in affiliated money market fund

     28   

Receivable for futures variation margin (note 2)

     3,102   

Prepaid expenses and other assets

     35,961   
  

 

 

 

Total assets

     109,086,425   
  

 

 

 

Liabilities:

  

Payable for investments purchased

     25,579,242   

Payable for reverse repurchase agreements (note 2)

     4,488,000   

Bank overdraft

     761   

Payable for investment advisory fees

     42,813   

Payable for administration fees

     6,568   

Payable for audit fees

     30,536   

Payable for legal fees

     14,855   

Payable for transfer agent fees

     7,866   

Payable for interest expense

     1,032   

Payable for other expenses

     12,374   
  

 

 

 

Total liabilities

     30,184,047   
  

 

 

 

Net assets applicable to outstanding capital stock

   $ 78,902,378   
  

 

 

 

Composition of net assets:

  

Capital stock and additional paid-in capital

   $ 82,459,792   

Distributions in excess of net investment income

     (7,843

Accumulated net realized loss on investments and futures contracts

     (1,802,295

Net unrealized depreciation of investments

     (1,682,353

Net unrealized depreciation of futures contracts

     (64,923
  

 

 

 

Total–representing net assets applicable to capital stock

   $ 78,902,378   
  

 

 

 

Net asset value and market price of capital stock:

  

Net assets applicable to capital stock

   $ 78,902,378   

Shares outstanding (authorized 200 million shares of $0.01 par value)

     9,464,150   

Net asset value per share

   $ 8.34   

Market price per share

   $ 7.25   

 

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

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        15   


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Statement of Operations               For the year ended August 31, 2013

 

 

 

Investment Income:

  

Interest from unaffiliated investments

   $ 5,845,074   

Dividends from unaffiliated investments

     130,502   

Dividends from affiliated money market fund

     733   
  

 

 

 

Total investment income

     5,976,309   
  

 

 

 

Expenses (note 3):

  

Investment advisory fees

     526,687   

Interest expense

     31,841   

Administration fees

     80,807   

Custodian fees

     4,089   

Postage and printing fees

     28,244   

Transfer agent fees

     20,743   

Listing fees

     23,816   

Directors’ fees

     72,912   

Legal fees

     36,033   

Audit fees

     55,268   

Insurance fees

     29,882   

Pricing fees

     9,457   

Other expenses

     35,200   
  

 

 

 

Total expenses

     954,979   
  

 

 

 

Less: Fee reimbursements (note 3)

     (1,965

Less: Indirect payments from custodian (note 3)

     (53
  

 

 

 

Total net expenses

     952,961   
  

 

 

 

Net investment income

     5,023,348   
  

 

 

 

Net realized and unrealized gains (losses) on investments and futures contracts (notes 2 and 4):

  

Net realized gain on:

  

Investments

     1,057,050   

Futures contracts

     794,371   

Net change in unrealized appreciation or depreciation of:

  

Investments

     (3,025,776

Futures contracts

     29,936   
  

 

 

 

Net loss on investments and futures contracts

     (1,144,419
  

 

 

 

Net increase in net assets resulting from operations

   $ 3,878,929   
  

 

 

 

 

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

 

16   AMERICAN INCOME FUND           2013 ANNUAL REPORT


Table of Contents

Statements of Changes in Net Assets

 

 

 

     Year Ended
8/31/13
    Year Ended
8/31/12
 

Operations:

    

Net investment income

   $ 5,023,348      $ 5,564,997   

Net realized gain (loss) on:

    

Investments

     1,057,050        183,005   

Futures contracts

     794,371        (817,762

Net change in unrealized appreciation or depreciation of:

    

Investments

     (3,025,776     1,682,296   

Futures contracts

     29,936        (96,871
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     3,878,929        6,515,665   
  

 

 

   

 

 

 

Distributions to shareholders (note 2):

    

From net investment income

     (5,207,765     (5,673,873

From return of capital

     (134,748     (146,607
  

 

 

   

 

 

 

Total distributions

     (5,342,513     (5,820,480
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     (1,463,584     695,185   

Net assets at beginning of period

     80,365,962        79,670,777   
  

 

 

   

 

 

 

Net assets at end of period

   $ 78,902,378      $ 80,365,962   
  

 

 

   

 

 

 

Distribution in excess of net investment income

   $ (7,843   $ (5,235
  

 

 

   

 

 

 

 

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

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        17   


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Statement of Cash Flows               For the year ended August 31, 2013

 

 

 

Cash flows from operating activities:

  

Net increase in net assets resulting from operations

   $ 3,878,929   

Adjustments to reconcile net increase in net assets resulting from
operations to net cash provided by operating activities:

  

Purchases of investments

     (331,207,414

Proceeds from sales of investments

     337,606,009   

Net purchases/sales of short-term investments

     (897,278

Net amortization of bond discount and premium

     (216,204

Net change in unrealized appreciation or depreciation of investments

     2,995,840   

Net realized gain/loss on investments

     (1,851,421

Decrease in receivable for accrued dividends and interest

     57,835   

Increase in prepaid expenses and other assets

     (4,433

Decrease in receivable for futures variation margin

     756,057   

Increase in receivable from collateral on futures contracts

     (105,000

Increase in accrued fees and expenses

     8,988   
  

 

 

 

Net cash provided by operating activities

     11,021,908   
  

 

 

 

Cash flows from financing activities:

  

Net payments for reverse repurchase agreements

     (5,674,998

Distributions paid to shareholders

     (5,342,513
  

 

 

 

Net cash used in financing activities

     (11,017,511
  

 

 

 

Net increase in cash

     4,397   

Bank overdraft at beginning of period

     (5,158
  

 

 

 

Bank overdraft at end of period

   $ (761
  

 

 

 

Supplemental disclosure of cash flow information:

  

Cash paid for interest

   $ 33,005   
  

 

 

 

 

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

 

18   AMERICAN INCOME FUND           2013 ANNUAL REPORT


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Financial Highlights

 

 

 

Per-share data for an outstanding common share throughout each period and selected information for each period are as follows:

 

     Year Ended August 31,  
     2013     2012      2011     2010      2009  

Per-Share Data

            

Net asset value, beginning of period

   $ 8.49      $ 8.42       $ 8.37      $ 7.50       $ 7.51   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Operations:

            

Net investment income

     0.53        0.59         0.63        0.71         0.65   

Net realized and unrealized gains (losses) on investments, futures contracts, and swap agreements

     (0.12     0.10         0.08        0.91         (0.03
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total from operations

     0.41        0.69         0.71        1.62         0.62   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Distributions to shareholders:

            

From net investment income

     (0.56     (0.60      (0.66     (0.72      (0.63

Tax return of capital

            (0.02             (0.03        
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total distributions

     (0.56     (0.62      (0.66     (0.75      (0.63
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Net asset value, end of period

   $ 8.34      $ 8.49       $ 8.42      $ 8.37       $ 7.50   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Market value, end of period

   $ 7.25      $ 8.10       $ 7.72      $ 8.64       $ 7.15   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Selected Information

            

Total return, net asset value 1

     4.93     8.56      8.75     22.59      9.64

Total return, market value 2

     (4.19 )%      13.58      (3.15 )%      32.84      10.70

Net assets at end of period (in millions)

   $ 79      $ 80       $ 80      $ 79       $ 71   

Ratio of expenses to average weekly net assets excluding interest expense before
fee reimbursements

     1.14     1.19      1.11     1.03      1.06

Ratio of expenses to average weekly net assets excluding interest expense after
fee reimbursements

     1.14     1.19      1.11     1.03      1.06

Ratio of expenses to average weekly net assets before fee reimbursements

     1.18     1.25      1.17     1.11      1.56

Ratio of expenses to average weekly net assets after fee reimbursements

     1.18     1.25      1.17     1.11      1.56

Ratio of net investment income to average weekly net assets before
fee reimbursements

     6.20     7.05      7.37     8.88      9.55

Ratio of net investment income to average weekly net assets after
fee reimbursements

     6.20     7.05      7.37     8.88      9.55

Portfolio turnover rate

     310     260      265     273      140

Amount of borrowings outstanding at end of period (in millions)

   $ 4      $ 10       $ 14      $ 19       $ 19   

Per-share amount of borrowings outstanding at end of period

   $ 0.47      $ 1.07       $ 1.50      $ 2.00       $ 2.06   

Per-share amount of net assets, excluding borrowings, at end of period

   $ 8.81      $ 9.56       $ 9.92      $ 10.37       $ 9.56   

Asset coverage ratio 3

     1,858     891      659     517      464

 

1 

Assumes reinvestment of distributions at net asset value.

2 

Assumes reinvestment of distributions at actual prices pursuant to the fund’s dividend reinvestment plan.

3 

Represents net assets, excluding borrowings, at end of period divided by borrowings outstanding at end of period.

 

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

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        19   


Table of Contents

Notes to Financial Statements

 

 

 

(1) Organization

 

American Income Fund, Inc. (the “fund”) is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a diversified, closed-end management investment company. The fund invests in fixed-income securities including but not limited to, U.S. government securities, residential and commercial mortgage-backed securities, asset-backed securities, high yield bonds, corporate debt obligations, municipal obligations, preferred stocks, convertible securities, and dollar denominated debt obligations of foreign governments. The fund will invest at least 65% of its total assets in investment-grade securities under normal market conditions. No more than 35% of the fund’s total assets may be held in high-yield issues. The fund is authorized to borrow funds or issue senior securities in amounts not exceeding 33 1/3% of its total assets. Fund shares are listed on the New York Stock Exchange (“NYSE”) under the symbol MRF.

 

(2) Summary of
Significant
Accounting
Policies

 

Security Valuations

Security valuations for the fund’s investments are generally furnished by an independent pricing service that has been approved by the fund’s board of directors. Investments in equity securities that are traded on a national securities exchange (or reported on the Nasdaq national market system) are stated at the last quoted sales price if readily available for such securities on each business day. For securities traded on the Nasdaq national market system, the fund utilizes the Nasdaq Official Closing Price which compares the last trade to the bid/ask price of a security. If the last trade falls within the bid/ask range, then that price will be the closing price. If the last trade is outside the bid/ask range, and falls above the ask, the ask price will be the closing price. If the last trade is below the bid, the bid will be the closing price. Other equity securities traded in the over-the-counter market and listed equity securities for which no sale was reported on that date are stated at the last quoted bid price.

Debt obligations exceeding 60 days to maturity are valued by an independent pricing service. Securities for which prices are not available from an independent pricing service, but where an active market exists, are valued using market quotations obtained from one or more dealers that make markets in the securities or from a widely-used quotation system. Debt obligations with 60 days or less remaining until maturity may be valued at their amortized cost which approximates market value.

The following investment vehicles, when held by the fund, are priced as follows: exchange listed futures and options on futures are priced at their last sale price on the exchange on which they are principally traded, as determined by the fund’s investment advisor, U.S. Bancorp Asset Management, Inc. (“USBAM”), on the day the valuation is made. If there were no sales on that day, futures and options on futures will be valued at the last reported bid price. Options on securities, indices, and currencies traded on Nasdaq or listed on a stock exchange, whether domestic or foreign, are valued at the last sale price on Nasdaq or on any exchange on the day the valuation is made. If there were no sales on that day, the options will be valued at the last sale price on the previous valuation date. Last sale prices are obtained from an independent pricing service. Swaps and over-the-counter options on securities, indices, and currencies are valued at the quotations received from an independent pricing service, if available.

When market quotations are not readily available, securities are valued at fair value as determined in good faith by procedures established and approved by the fund’s board of directors. As of August 31, 2013, the fund held no internally fair valued securities.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

GAAP requires disclosures regarding the inputs and valuation techniques used to measure fair value and any changes in valuation inputs or techniques. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. the exit price). GAAP establishes a three-tier fair value hierarchy for observable and

 

20   AMERICAN INCOME FUND           2013 ANNUAL REPORT


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unobservable inputs used in measuring fair value. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability and are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. Fair value inputs are summarized in the three broad levels listed below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Other significant observable inputs (including quoted prices for similar securities, with similar 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). Generally, the types of securities included in Level 3 of the fund are securities for which there are limited or no observable fair value inputs available, and as such the fair value is determined through independent broker quotations or management’s fair value procedures established by the fund’s board of directors.

The fair value levels are not necessarily an indication of the risk associated with investing in these investments.

As of August 31, 2013, the fund’s investments were classified as follows:

 

      Level 1      Level 2      Level 3      Total
Fair Value
 

Investments

           

High Yield Corporate Bonds

   $       $ 20,214,205       $ 251,982       $ 20,466,187   

U.S. Government Agency Mortgage-Backed Securities

             29,608,433                 29,608,433   

Collateralized Mortgage Obligation — Private Mortgage-Backed Securities

             16,747,918         406,913         17,154,831   

Collateralized Mortgage Obligation — U.S. Agency Mortgage-Backed Securities

             1,136,943                 1,136,943   

Commercial Mortgage-Backed Securities

             11,293,281                 11,293,281   

Asset-Backed Securities

             15,914,754         1,364,886         17,279,640   

Investment Grade Corporate Bonds

             7,130,165                 7,130,165   

Preferred Stocks

     1,336,175         216,000                 1,552,175   

Closed-End Funds

     487,120                         487,120   

Short-Term Investments

     1,664,544                         1,664,544   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 3,487,839       $ 102,261,699       $ 2,023,781       $ 107,773,319   
  

 

 

    

 

 

    

 

 

    

 

 

 

Refer to Schedule of Investments for further industry breakout.

As of August 31, 2013, the fund’s investments in other financial instruments* were classified as follows:

 

      Level 1      Level 2      Level 3      Total
Fair Value
 

Futures Contracts Outstanding

   $ (64,923    $         —       $         —       $ (64,923
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Other Financial Instruments

   $ (64,923    $       $       $ (64,923
  

 

 

    

 

 

    

 

 

    

 

 

 

* Other financial instruments are derivative instruments such as futures and swaps, which are valued at the unrealized appreciation (depreciation) on the instrument.

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        21   


Table of Contents

Notes to Financial Statements

 

 

 

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

 

      High Yield
Corporate
Bonds
     Collateralized
Mortgage
Obligation-
Private
Mortgage-
Backed
Securities
     Asset-
Backed
Securities
     Preferred
Stocks
     Total
Fair Value
 

Balance as of August 31, 2012

   $ 433,239       $ 437,529       $       $ 257,790       $ 1,128,558   

Accrued discounts/premiums

     (320      158         25                 (137

Realized gain (loss)

     12,615         458                         13,073   

Net change in unrealized appreciation or depreciation

     82         (3,801      (3,158              (6,877

Purchases

                     1,368,019                 1,368,019   

Sales

     (193,634      (27,431              (257,790      (478,855
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balance as of August 31, 2013

   $ 251,982       $ 406,913       $ 1,364,886       $       $ 2,023,781   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net change in unrealized appreciation or depreciation during the year of Level 3 investments held as of August 31, 2013

   $ 9,016       $ (3,801    $ (3,158    $       $ 2,057   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

During the fiscal year ended August 31, 2013, the fund recognized no transfers between Level 1 and Level 2. Transfers into or out of Level 3 are shown using beginning of period values.

Valuation Methodologies for Fair Value Measurements Categorized within Levels 2 and 3

Debt obligations

High Yield Corporate Bonds, U.S. Government Agency Mortgage-Backed Securities, Collateralized Mortgage Obligation — Private Mortgage-Backed Securities, Collateralized Mortgage Obligation — U.S. Agency Mortgage-Backed Securities, Commercial Mortgage-Backed Securities, Asset-Backed Securities, and Investment Grade Corporate Bonds are valued by an independent pricing service. The pricing service may employ methodologies that utilize actual market transactions, broker-dealer supplied valuations, or other formula-driven valuation techniques. These techniques generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings, and general market conditions. When the price provided by a pricing service is based on a sole broker quote, the value is categorized as Level 3 by the fund.

Preferred Stocks

When the price provided by a pricing service for a preferred stock is based on a sole broker quote, the value is categorized as Level 3 by the fund.

Quantitative Information about Level 3 Fair Value Measurements

 

Investments

   Fair Value at
August 31,
2013
     Valuation
Technique(s)
     Unobservable
Input
     Range
(Weighted
Average)
 

High Yield Corporate Bonds

   $ 251,982         Broker Quote         N/A         N/A   

Collateralized Mortgage Obligation — Private Mortgage-Backed Securities

     406,913         Broker Quote         N/A         N/A   

Asset-Backed Securities

     1,364,886         Broker Quote         N/A         N/A   

Valuation Process for Fair Value Measurements Categorized within Level 3

The fund’s board of directors (the “board”) has adopted policies and procedures for the valuation of the fund’s investments (the “valuation procedures”). The valuation procedures established a valuation committee consisting of representatives from USBAM investment management, legal, treasury and compliance departments (the “valuation committee”). The board has authorized the valuation committee to make fair value determinations in

 

22   AMERICAN INCOME FUND           2013 ANNUAL REPORT


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accordance with the valuation procedures. The audit committee of the board meets on a regular basis to, among other things, review fair value determinations made by the valuation committee, monitor the appropriateness of any previously determined fair value methodology, and approve in advance any proposed changes to such methodology, and presents such changes for ratification by the board.

Security Transactions and Investment Income

For financial statement purposes, the fund records security transactions on the trade date of the security purchase or sale. Dividend income is recorded on the ex-dividend date. Interest income, including accretion of bond discounts and amortization of bond premiums, is recorded on an accrual basis. Security gains and losses are determined on the basis of identified cost, which is the same basis used for federal income tax purposes. The resulting gain/loss is calculated as the difference between the sales price and the underlying cost of the security on the transaction date.

Distributions to Shareholders

Distributions from net investment income are declared and paid on a monthly basis. Any net realized capital gains on sales of securities for the fund are distributed to shareholders at least annually. Such distributions are payable in cash or, pursuant to the fund’s dividend reinvestment plan, reinvested in additional shares of the fund’s capital stock. Under the plan, fund shares will be purchased in the open market unless the market price plus commissions exceeds the net asset value by 5% or more. If, at the close of business on the dividend payment date, the shares purchased in the open market are insufficient to satisfy the dividend reinvestment requirement, the fund may issue new shares at a discount of up to 5% from the current market price.

Federal Taxes

The fund intends to continue to qualify as a regulated investment company as provided in Subchapter M of the Internal Revenue Code, as amended, and to distribute all taxable income, if any, to its shareholders. Accordingly, no provision for federal income taxes is required.

As of August 31, 2013, the fund did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable taxing authority. Generally, tax authorities can examine all the tax returns filed for the last three years.

Net investment income and net realized gains and losses may differ for financial statement and tax purposes because of temporary or permanent book/tax differences. These differences are primarily due to post-October losses, expiration of capital loss carry forwards, paydown gains and losses, and the tax recognition of mark-to-market gains and losses on open futures contracts. To the extent these differences are permanent, reclassifications are made to the appropriate capital accounts in the fiscal period that the differences arise.

On the Statement of Assets and Liabilities, the following reclassification were made:

 

Undistributed
Net Investment
Income
    Accumulated
Net Realized
Gain (Losses)
    Additional
Paid-in Capital
(Reduction)
 
  $305,511      $ (87,354   $ (218,157

The character of distributions made during the fiscal period from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. In addition, due to the timing of dividend distributions, the fiscal period in which amounts are distributed may differ from the fiscal period that the income or realized gains or losses were recorded by the fund.

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        23   


Table of Contents

Notes to Financial Statements

 

 

 

The character of distributions paid during the fiscal years ended August 31, 2013 and August 31, 2012, were as follows:

 

    8/31/13     8/31/12  

Distributions paid from:

   

Ordinary income

  $ 5,207,765      $ 5,673,873   

Return of Capital

    134,748        146,607   
 

 

 

   

 

 

 

Total

  $ 5,342,513      $ 5,820,480   
 

 

 

   

 

 

 

As of August 31, 2013, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Accumulated capital and post-October losses

   $ (1,353,341

Unrealized appreciation (depreciation)

     (2,176,966

Other accumulated gain (loss)

     (27,107
  

 

 

 

Accumulated earnings (deficit)

   $ (3,557,414
  

 

 

 

Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. 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 as under the previous law.

For federal income tax purposes, the fund had capital loss carryovers at August 31, 2013, which, if not offset by subsequent capital gains, will expire on the fund’s fiscal year-ends as follows:

 

Capital Loss
Carryover

    Expiration  
$ 1,353,341        2017   

During the fiscal year ended August 31, 2013, the fund utilized $95,810 of capital loss carryovers.

Derivatives

The fund may invest in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. The fund’s investment objective allows the fund to enter into various types of derivative contracts, including, but not limited to, futures contracts, foreign exchange contracts, credit default swaps, interest rate swaps, total return swaps, currency swaps, and purchased and written options. Derivatives may contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and the potential for market movements that may expose the fund to gains or losses in excess of the amounts shown on the Statement of Assets and Liabilities.

Futures Transactions

In order to protect against changes in interest rates, the fund may buy and sell interest rate futures contracts. Upon entering into a futures contract, the fund is required to deposit cash or pledge U.S. Government securities. Subsequent payments, which are dependent on the daily fluctuations in the value of the underlying security or securities, are made or received by the fund each day (daily variation margin) and recorded as unrealized gains (losses) until the contract is closed. When the contract is closed, the fund records a realized gain (loss) equal to the difference between the proceeds from (or cost of) the closing transaction and the fund’s basis in the contract.

Risks of entering into futures contracts, in general, include the possibility that there will not be a perfect price correlation between the futures contracts and the underlying securities. Second, it is possible that a lack of liquidity for futures contracts could exist in the secondary market, resulting in an inability to close a futures position prior to its maturity date. Third, the purchase of a futures contract involves the risk that the fund could lose more than the original margin deposit required to initiate a futures transaction. These contracts involve market risk in excess of the amount reflected in the fund’s Statement of Assets and Liabilities. Unrealized gains (losses) on

 

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outstanding positions in futures contracts held at the close of the period will be recognized as capital gains (losses) for federal income tax purposes. As of August 31, 2013, the fund had outstanding futures contracts as disclosed in the Schedule of Investments.

Swap Agreements

The fund may invest in swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The fund may enter into credit default, interest rate, and total return swap agreements to manage exposure to credit and interest rate risk. In connection with these agreements, securities may be identified as collateral in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency.

Swap agreements are marked-to-market daily based upon quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made at the beginning of the measurement period are reflected on the Statement of Assets and Liabilities. A liquidation payment received or made at the termination of the swap agreement is recorded as realized gain or loss in the Statements of Operations. Net periodic payments received by the fund is included as part of interest from unaffiliated investments on the Statements of Operations. Entering into these agreements involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements, and that there may be unfavorable changes in interest rates.

Credit Default Swaps

The fund is subject to credit risk in the normal course of pursuing its investment objective. The fund may enter into credit default swaps to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults of corporate and sovereign issuers, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the reference entity or index. As a seller of protection on credit default swap agreements, the fund will generally receive from the buyer of protection a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, the fund would effectively add leverage to its portfolio because, in addition to its total net assets, the fund would be subject to investment exposure on the notional amount of the swap.

If a fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the reference entity, other deliverable obligations or underlying securities comprising the reference index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the reference entity or underlying securities comprising the reference index. If the fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the reference entity, other deliverable obligations or underlying securities comprising the reference index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the reference entity or underlying securities comprising the reference index. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Implied credit spreads, represented in absolute terms, utilized in determining the value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end are disclosed in the

 

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Notes to Financial Statements

 

 

 

footnotes to the Schedules of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular reference entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the reference entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

The maximum potential amount of future payments (undiscounted) that the fund as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. As of August 31, 2013, the fund had no outstanding credit default swap agreements.

Interest Rate Swaps

The fund is subject to interest rate risk exposure in the normal course of pursuing its investment objective. Because the fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the fund may enter into interest rate swap contracts. Interest rate swap agreements involve the exchange by the fund with another party of their respective commitments to pay or receive interest with respect to the notional amount of principal. Certain forms of interest rate swap agreements may include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”, (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”, (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels, (iv) callable interest rate swaps, under which the counterparty may terminate the swap transaction in whole at zero cost by a predetermined date and time prior to the maturity date, (v) spreadlocks, which allow the interest rate swap users to lock in the forward differential (or spread) between the interest rate swap rate and a specified benchmark, or (vi) basis swap, under which two parties can exchange variable interest rates based on different money markets. The fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. This risk is mitigated by having a master netting arrangement between the fund and the counterparty and by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty. As of August 31, 2013, the fund had no outstanding interest rate swap agreements.

Total Return Swaps

Total return swap agreements on indices involve commitments to pay interest in exchange for a market-linked return. One counterparty pays out the total return of a specific reference asset, which may be an equity, index, or bond, and in return receives a regular stream of payments. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the fund will receive a payment from or make a payment to the counterparty. As of August 31, 2013, the fund had no outstanding total return swap agreements.

Options Transactions

The fund may utilize options in an attempt to manage market or business risk or enhance its yield. When a call or put option is written, an amount equal to the premium received is recorded as a liability. The liability is marked-to-market daily to reflect the current value of the option written. When a written option expires, a gain is realized in the amount of the premium originally received. If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction. If a written call is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by

 

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the premium originally received. If a written put option is exercised, the amount of the premium originally received reduces the cost of the security that is purchased upon exercise of the option.

Purchased options are recorded as investments and marked-to-market daily to reflect the current value of the option contract. If a purchased option expires, a loss is realized in the amount of the cost of the option. If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option. If a put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid. If a call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid. As of August 31, 2013, the fund had no written or purchased options outstanding.

Derivatives Support

For the year ended August 31, 2013, the quarterly average gross notional amounts of the derivatives held by the fund were $21,856,452 for futures held short.

As of August 31, 2013, the fund’s asset and liability values of derivative instruments categorized by risk exposure were classified as follows:

 

Liability Derivatives      Statement of Assets and Liabilities Location      Value  

Interest Rate Contracts

    

Payables, Net Assets–Unrealized Depreciation*

     $ (64,923
         

 

 

 

Balance as of August 31, 2013

          $ (64,923
         

 

 

 

* Includes cumulative appreciation (depreciation) of futures contracts as reported in the footnotes to the fund’s Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

The effect of derivative instruments on the Statement of Operations for the year ended August 31, 2013:

Amount of realized gain (loss) on derivatives recognized in income:

 

      Futures  

Interest Rate Contracts

   $ 794,371   

Change in unrealized appreciation (depreciation) on derivatives recognized in income:

 

      Futures  

Interest Rate Contracts

   $ 29,936   

Securities Purchased on a When-Issued Basis

Delivery and payment for securities that have been purchased by the fund on a when-issued or forward-commitment basis can take place up to a month or more after the transaction date. Such securities do not earn interest, are subject to market fluctuation, and may increase or decrease in value prior to their delivery. The fund segregates assets with a market value equal to or greater than the amount of its purchase commitments. The purchase of securities on a when-issued or forward-commitment basis may increase the volatility of the fund’s net asset value if the fund makes such purchases while remaining substantially fully invested. As of August 31, 2013, the fund had when-issued or forward-commitment securities outstanding with a total cost of $24,992,536.

In connection with the ability to purchase securities on a when-issued basis, the fund may also enter into dollar rolls in which the fund sells securities purchased on a forward-commitment basis and simultaneously contracts with a counterparty to repurchase similar (same type, coupon, and maturity), but not identical securities on a specified future date. As an inducement for the fund to “rollover” its purchase commitments, the fund receives negotiated amounts in the form of reductions of the purchase price of the commitment. Dollar rolls are considered a form of leverage. As of and for the fiscal year ended August 31, 2013, the fund had no dollar roll transactions.

 

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Illiquid or Restricted Securities

A security may be considered illiquid if it lacks a readily available market. Securities are generally considered liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the security is valued by the fund. Illiquid securities may be valued under methods approved by the fund’s board of directors as reflecting fair value. The fund intends to invest no more than 25% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Certain restricted securities may be considered illiquid. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the fund’s board of directors as reflecting fair value. Certain restricted securities eligible for resale to qualified institutional investors, including rule 144A securities, are not subject to the limitation on a fund’s investment in illiquid securities if they are determined to be liquid in accordance with procedures adopted by the fund’s board of directors. As of August 31, 2013, the fund held 21 illiquid securities, the value of which was $7,680,645, which represents 9.7% of total net assets.

Information concerning illiquid securities, including restricted securities considered to be illiquid, is as follows:

 

Securities

  Par     Date
Acquired
    Cost
Basis
 

Banc of America Funding, Series 2007-4, Class 1A2, 5.50%, 6/25/37

  $ 395,739        9/07      $ 382,877   

Bayview Financial Acquisition Trust, Series 2003-AA, Class M3, 6.07%, 2/25/33

    352,958        5/12        343,530   

Credit Suisse First Boston Mortgage Securities Corporation, Series 2005-11, Class 6A7 6.00%, 12/25/35

    1,000,000        5/06        971,740   

Federal National Mortgage Association,

     

5.75%, 12/25/42, Series 2003-W1, Class B1

    889,389        9/10        590,289   

5.78%, 7/25/44, Series 2004-W14, Class B2

    837,175        3/11        249,517   

First Horizon Alternative Mortgage Securities, Series 2005-FA5, Class 3A2, 5.50%, 8/25/35

    662,402        9/07        635,899   

Goldman Sachs Mortgage Loan Trust, Series 2005-AR1, Class B1, 3.18%, 1/25/35

    1,223,929        5/06        1,195,853   

GSMPS Mortgage Loan Trust,

     

5.24%, 4/25/36, Series 2006-RP2, Class B1

    1,407,515        8/11        473,088   

5.24%, 4/25/36, Series 2006-RP2, Class B2

    1,267,503        3/11        332,383   

6.68%, 3/25/43, Series 2003-1, Class B2

    1,252,822        5/03        1,334,771   

Home Equity Mortgage Trust, Series 2004-6, Class M2, 5.82%, 4/25/35

    631,199        3/09        255,687   

Impac Secured Assets Corporation, Series 2000-3, Class M1, 8.00%, 10/25/30

    445,089        3/08        392,709   

Mortgage Equity Conversion Asset Trust, Series 2010-1A, Class A, 4.00%, 7/25/60

    428,329        8/10        421,232   

Nationstar Agency Advance Funding Trust, Series 2013-T2A, Class FT2, 7.39%, 2/18/48

    525,000        1/13        524,983   

Nomura Asset Acceptance Corporation, Series 2004-R2, Class B1, 6.74%, 10/25/34

    785,590        9/04        808,406   

Residential Asset Mortgage Products, Series 2003-SL1, Class M2, 7.36%, 4/25/31

    561,706        10/03        581,515   

Springleaf Mortgage Loan Trust,

     

4.44%, 6/25/58, Series 2013-1A, Class M4

    500,000        4/13        499,911   

5.30%, 12/25/59, Series 2012-3A, Class M4

    750,000        10/12        749,661   

3.52%, 12/25/65, Series 2013-2A, Class M1

    500,000        7/13        481,666   

Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2003-AR3, Class B1, 2.45%, 6/25/33

    275,786        6/03        282,778   

Wedgewood Real Estate Trust, Series 2013-1A, Class M1, 5.00%, 7/25/43

    500,000        6/13        496,720   

Reverse Repurchase Agreements

Reverse repurchase agreements involve the sale of a portfolio-eligible security by the fund coupled with an agreement to repurchase the security at a specified date and price. Reverse repurchase agreements may increase volatility of the fund’s net asset value and involve the risk that interest costs on money borrowed may exceed the return on securities purchased with that borrowed money. Reverse repurchase agreements are considered to be borrowings by the fund and are subject to the fund’s overall restriction on borrowing, under which it must maintain asset coverage of at least 300%. For the fiscal year ended August 31, 2013, the weighted average borrowings outstanding were $7,327,771. The weighted average interest rate paid by the fund on such borrowings was 0.43%.

 

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Repurchase Agreements

For repurchase agreements entered into with certain broker-dealers, the fund, along with other affiliated registered investment companies, may transfer uninvested cash balances into a joint trading account, the daily aggregate balance of which is invested in repurchase agreements secured by U.S. Government or agency obligations. Securities pledged as collateral for all individual and joint repurchase agreements are held by the fund’s custodian or sub-custodian until maturity of the repurchase agreement. All agreements require that the daily market value of the collateral be in excess of the repurchase amount, including accrued interest, to protect the fund in the event of a default. As of August 31, 2013, the fund had no outstanding repurchase agreements.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from these estimates.

Events Subsequent to Period End

Management has evaluated fund related events and transactions that occurred subsequent to August 31, 2013, through the date of issuance of the fund’s financial statements. There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the fund’s financial statements.

 

(3) Fees and
Expenses

 

Investment Advisory Fees

Pursuant to an investment advisory agreement, USBAM, a subsidiary of U.S. Bank National Association (“U.S. Bank”), manages the fund’s assets and furnishes related office facilities, equipment, research, and personnel. The agreement provides USBAM with a monthly investment advisory fee in an amount equal to an annualized rate of 0.65% of the fund’s average weekly net assets. For its fee, USBAM provides investment advice and, in general, conducts the management and investment activities of the fund.

The fund may invest in related money market funds that are a series of First American Funds, Inc., subject to certain limitations. In order to avoid the payment of duplicative investment advisory fees to USBAM, which acts as the investment advisor to both the fund and the related money market funds, USBAM will reimburse the fund an amount equal to that portion of USBAM’s investment advisory fee received from the related money market funds that is attributable to the assets of the fund. These reimbursements, if any, are disclosed as “Fee reimbursements” in the Statement of Operations.

Nuveen Asset Management, LLC (“NAM”) and Nuveen Fund Advisors, LLC (“NFA”) each serve as investment sub-advisor to the fund pursuant to separate investment sub-advisory agreements with USBAM. NAM makes investment decisions for the fund, places purchase and sale orders for the fund’s portfolio transactions, and employs the fund’s portfolio managers and the securities analysts that provide research services relating to the fund. NFA provides certain other investment sub-advisory services to the fund, including assisting in the supervision of the fund’s investment program, risk monitoring, managing the forms and level of leverage employed by the fund, assisting in dividend and distribution level determinations, providing tax advice on issues arising in connection with management of the fund’s portfolio, and assisting with pricing of the fund’s portfolio securities. USBAM pays monthly fees to NAM and NFA for the services provided under their respective sub-advisory agreements with USBAM. USBAM pays NAM and NFA a monthly fee at an annual rate of 0.45% and 0.15%, respectively, based upon average weekly net assets.

Administration Fees

USBAM serves as the fund’s administrator pursuant to an administration agreement between USBAM and the fund. Under this administration agreement, USBAM receives a monthly administration fee equal to an annualized rate of 0.10% of the fund’s average weekly net assets. For its fee, USBAM provides numerous services to the fund

 

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including, but not limited to, handling the general business affairs, financial and regulatory reporting, and various other services.

Pursuant to a sub-administration agreement between USBAM and NFA, USBAM also pays NFA an annual fee, calculated weekly and paid monthly, equal to 0.05% of the average weekly net assets of the fund for certain administrative and other services that NFA provides to the fund.

Custodian Fees

U.S. Bank serves as the fund’s custodian pursuant to a custodian agreement with the fund. The custodian fee charged to the fund equals an annual rate of 0.005% of average weekly net assets. These fees are computed weekly and paid monthly.

Under this agreement, interest earned on uninvested cash balances is used to reduce a portion of the fund’s custodian expenses. These credits, if any, are disclosed as “Indirect payments from custodian” in the Statement of Operations. Conversely, the custodian charges a fee for any cash overdrafts incurred, which will increase the fund’s custodian expenses. For the fiscal year ended August 31, 2013, custodian fees were increased by $43 as a result of overdrafts and reduced by $53 as a result of interest earned.

Other Fees and Expenses

In addition to the investment advisory, administrative, and custodian fees the fund is responsible for paying most other operating expenses, including: legal, auditing and accounting services, postage and printing of shareholder reports, transfer agent fees and expenses, listing fees, outside directors’ fees and expenses, insurance, interest, taxes, and other miscellaneous expenses. For the fiscal year ended August 31, 2013, legal fees and expenses of $1,838 were paid to a law firm of which a former Assistant Secretary of the fund had served as a partner through December 31, 2012.

Expenses that are directly related to the fund are charged directly to the fund. Other operating expenses of the First American Family of Funds are allocated to the fund on several bases, including evenly across all funds, allocated based on relative net assets of all the funds within the First American Family of Funds, or a combination of both methods.

 

(4) Investment
Security
Transactions

 

Cost of purchases and proceeds from sales of securities, other than temporary investments in short-term securities, for the fiscal year ended August 31, 2013, aggregated $337,993,580 and $337,783,388, respectively.

 

(5) Indemnifications

 

The fund enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. However, the fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

(6) Recent Accounting Pronouncements

 

In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This update gives additional clarification to the FASB ASU No. 2011-11 Disclosures about Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. At this time management is evaluating the implications of the update and the impact to the financial statements.

 

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Notice to Shareholders               (unaudited)

 

 

 

TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN

The Dividend Reinvestment Plan is a convenient way to buy additional shares of the fund by automatically reinvesting dividends and capital gains. The plan is administered by Computershare Trust Company, N.A. (“Computershare”), the plan agent.

Eligibility/Participation

If you hold shares of the fund in your own name, you are an automatic participant in the plan unless you elect to withdraw. If your shares are held in the name of a brokerage firm, bank, or other nominee, you should contact your nominee to see if it will participate in the plan on your behalf.

Plan Administration

If you participate in the plan, you will receive the equivalent in shares of the fund as follow: (1) if the market price of the shares on the payment date of the dividend or distribution is equal to or exceeds the fund’s net asset value, participants will be issued fund shares at the higher of net asset value or 95% of the market price; or (2) if the market price is lower than net asset value, the plan agent will receive the dividend or capital gain distributions in cash and apply them to buy fund shares on your behalf in the open market, on the NYSE or elsewhere, for your account. If the market price exceeds the net asset value of the fund’s shares before the plan agent has completed its purchases, the average per-share purchase price paid by the plan agent may exceed the net asset value of the fund’s shares. This would result in the acquisition of fewer shares than if the dividend or capital gain distributions had been paid in shares issued by the fund.

There is no direct charge for the reinvestment of dividends and capital gains, since Computershare’s fees are paid for by the fund. However, if fund shares are purchased in the open market, each participant pays a pro rata portion of the brokerage commissions. Brokerage charges are expected to be lower than those for individual transactions because shares are purchased for all participants in blocks.

Tax Information

Distributions invested in additional shares of the fund are subject to income tax, to the same extent as if received in cash. When shares are issued by the fund at a discount from market value, shareholders will be treated as having received distributions of an amount equal to the full market value of those shares. Shareholders, as required by the Internal Revenue Service, will receive a Form 1099-DIV regarding the federal tax status of the prior year’s distributions.

Plan Withdrawal

If you hold your shares in your own name, you may terminate your participation in the plan at any time by giving written notice to Computershare, or by calling Computershare at 800.426.5523. Written instructions should include your name and address as they appear on the certificate or account.

If notice is received before the record date, all future distributions will be paid directly to the shareholder of record. If your shares are issued in certificate form and you discontinue your participation in the plan, you (or your nominee) will receive an additional certificate for all full shares and a check for any fractional shares in your account. In lieu of receiving a certificate, you may request the plan agent to sell part or all of your reinvested shares held by the agent at market price and remit the proceeds to you, net of any brokerage commissions. A $2.50 fee is charged by the plan

agent upon any cash withdrawal or termination. If your shares are registered in your brokerage firm’s name, you should contact your investment professional to terminate your participation.

Plan Amendment/Termination

The fund reserves the right to amend or terminate the plan. Should the plan be amended or terminated, participants will be notified in writing at least 90 days before the record date for such dividend or distribution. The plan may also be amended or terminated by Computershare with at least 90 days written notice to participants in the plan.

 

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Notice to Shareholders               (unaudited)

 

 

 

Any questions about the plan should be directed to your investment professional or to Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, 800.426.5523.

TAX INFORMATION

The following per-share information describes the federal tax treatment of distributions made during the fiscal period. Distributions for the calendar year will be reported to you on Form 1099-DIV. Please consult a tax advisor on how to report these distributions at the state and local levels.

Common Share Income Distributions (the fund designates the following as ordinary income)

 

Payable Date

   Amount  

September 11, 2012

   $ 0.0500   

October 24, 2012

     0.0500   

November 20, 2012

     0.0475   

December 19, 2012

     0.0475   

January 10, 2013

     0.0475   

February 20, 2013

     0.0475   

March 20, 2013

     0.0475   

April 17, 2013

     0.0475   

May 15, 2013

     0.0475   

June 19, 2013

     0.0440   

July 17, 2013

     0.0440   

August 21, 2013

     0.0440   
  

 

 

 

Total

   $ 0.5645   
  

 

 

 

Shareholder Notification of Federal Tax Status:

The fund designates 2.01% of the ordinary income distributions during the fiscal period ended August 31, 2013 as dividends qualifying for the dividends received deduction available to corporate shareholders.

In addition, the fund designates 2.01% of the ordinary income distributions from net investment income during the fiscal period ended August 31, 2013 as qualifying dividend income available to individual shareholders under the Jobs and Growth Tax Relief Reconciliation Act of 2003.

Additional Information Applicable to Foreign Shareholders Only:

The fund designates 92.69% of taxable ordinary income distributions during the fiscal period ended August 31, 2013 as interest-related dividends under Internal Revenue Code Section 871(k)(1)(C).

The fund designates 0.00% of taxable ordinary income distributions during the fiscal period ended August 31, 2013 as short term capital gain distributions under Internal Revenue Code Section 871(k)(2)(C).

HOW TO OBTAIN A COPY OF THE FUND’S PROXY VOTING POLICIES AND PROXY VOTING RECORD

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the fund voted proxies relating to portfolio securities, is available without charge upon request by calling 800.677.3863 and on the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.

FORM N-Q HOLDINGS INFORMATION

The fund is required to file its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The fund’s Forms N-Q are available without charge (1) upon request by calling 800.677.3863 and (2) on the SEC’s website at www.sec.gov. In addition, you may review and copy the fund’s Forms N-Q at the SEC’s Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling 800.SEC.0330.

 

32   AMERICAN INCOME FUND           2013 ANNUAL REPORT


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QUARTERLY PORTFOLIO HOLDINGS

The fund will make portfolio holdings information publicly available by posting the information at firstamericanfunds.com on a quarterly basis. The fund will attempt to post such information within 10 business days of the calendar quarter end.

APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENTS

The fund’s board of directors, which is comprised entirely of independent directors, oversees the management of the fund and, as required by law, determines annually whether to renew the fund’s advisory agreement with USBAM. In addition to determining whether to renew the advisory agreement with USBAM (the “Agreement”), the board is also responsible for determining whether to renew sub-advisory agreements (the “Sub-Advisory Agreements”) for the fund.

At a meeting on June 17-18, 2013, the board considered information relating to the Agreement, and information relating to USBAM’s sub-advisory agreements with NAM and NFA (each, a “Sub-Advisor” and collectively, the “Sub-Advisors”). In advance of the meeting, the board received materials relating to the Agreement and the Sub-Advisory Agreements (collectively, the “Agreements”) and had the opportunity to ask questions and request further information in connection with its consideration. The board approved the Agreements through June 30, 2014.

In considering the Agreements, the board, advised by independent legal counsel, reviewed and considered the factors it deemed relevant, including: (1) the nature, quality and extent of USBAM’s and the Sub-Advisors’ services to the fund, (2) the investment performance of the fund, (3) the profitability of USBAM and the Sub-Advisors related to the fund, including an analysis of the cost of providing services and comparative expense information, and (4) other benefits that accrue to USBAM and the Sub-Advisors through their relationship with the fund. When reviewing and approving investment company advisory contracts, boards of directors generally also consider the extent to which economies of scale will be realized as the investment company grows and whether fee levels reflect these economies of scale for the benefit of shareholders. The board determined, however, that because the fund is a closed-end fund which, absent a secondary offering, will not issue additional shares, a consideration of economies of scale was not relevant to its evaluation of the Agreements. In its deliberations, the board did not identify any single factor which alone was responsible for the board’s decision to approve the Agreements.

Before approving the Agreements, the independent directors met in executive session with their independent counsel on numerous occasions to consider the materials provided by USBAM and the Sub-Advisors and the terms of the Agreements. Based on its evaluation of those materials, the board concluded that the Agreements are fair and in the best interests of the fund’s shareholders. In reaching its conclusions, the board considered the following:

Nature, Quality and Extent of Investment Advisory Services

The board examined the nature, quality and extent of the services provided by USBAM to the fund, and the nature, quality and extent of the services provided by the Sub-Advisors to the fund. The board reviewed NAM’s key personnel who provide investment management services to the fund as well as the fact that NAM and NFA have the authority and responsibility to make and execute investment decisions for the fund within the framework of the fund’s investment policies and restrictions, subject to the supervision of USBAM and review by the board. The board further considered that NAM and NFA’s duties with respect to the fund include investment research and security selection, and adherence to (and monitoring compliance with) the fund’s investment policies and restrictions and the Investment Company Act.

The board considered USBAM’s responsibilities with respect to the fund, which include monitoring the performance of the Sub-Advisors and various organizations providing services to the fund, including the fund’s sub-administrator, transfer agent and custodian. Finally, the board considered USBAM’s representation that the services provided by USBAM under the Agreement are the type of services customarily provided by investment advisors in the fund industry.

 

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        33   


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Notice to Shareholders               (unaudited)

 

 

 

Based on the foregoing, the board concluded that the fund is likely to benefit from the nature, quality and extent of the services provided by USBAM and the Sub-Advisors under the Agreements.

Investment Performance of the Fund

The board considered the performance of the fund on a gross-of-expenses basis, including how the fund performed versus the median performance of a group of comparable funds selected by an independent data service (the “performance universe”) and how the fund performed versus its benchmark index for the one-, three- and five-year periods ending February 28, 2013.

The fund outperformed its performance universe for the three- and five-year periods on both a gross- and net-of-expenses basis, while underperforming on both a gross- and net-of-expenses basis for the one-year period. The fund also significantly outperformed its blended benchmark for all time periods on a gross- and net-of expenses basis. Given the fund’s competitive performance relative to its performance universe and its outperformance of its benchmark for the one-, three- and five-year periods, the board concluded it would be in the interest of the fund and its shareholders to renew the Agreements.

Costs of Services and Profits Realized by USBAM

The board reviewed USBAM’s costs in serving as the fund’s investment manager, including the costs associated with the personnel and systems necessary to manage the fund. The board also considered the profitability of USBAM and its affiliates resulting from their relationship with the fund. The board compared fee and expense information for the fund to fee and expense information for comparable funds managed by other advisors.

Using information provided by an independent data service, the board also evaluated the fund’s advisory fee compared to the median advisory fee for other funds similar in size, character and investment strategy and the fund’s total expense ratio compared to the median total expense ratio of comparable funds. The board noted that the fund’s actual and contractual advisory fee was lower than the peer group median advisory fee, and the fund’s total expense ratio was lower than its peer group median total expense ratio. The board concluded that the fund’s advisory fee and total expense ratio are reasonable in light of the services provided.

Other Benefits to USBAM

In evaluating the benefits that accrue to USBAM through its relationship with the fund, the board noted that USBAM and certain of its affiliates serve the fund in various capacities, including as investment advisor, administrator and custodian, and receive compensation from the fund in connection with providing services to the fund. The board considered that each service provided to the fund by USBAM or one of its affiliates is pursuant to a written agreement, which the board evaluates periodically as required by law.

After full consideration of these factors, the board concluded that approval of the Agreement and the Sub-Advisory Agreements was in the interest of the fund and its shareholders.

 

34   AMERICAN INCOME FUND           2013 ANNUAL REPORT


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Notice to Shareholders               (unaudited)

 

 

 

Directors and Officers of the Fund

Independent Directors

 

 

Name, Address, and
Year of Birth
   Position(s)
Held with
Fund
   Term of Office and
Length of Time Served
   Principal Occupation(s)
During Past 5 Years
   Number of Portfolios
in Fund Complex
Overseen by Director
   Other
Directorships
Held by
Director

Roger A. Gibson

P.O. Box 1329

Minneapolis, MN 55440-1329

(1946)

   Director    Directors serve for a one-year term that expires at the next annual meeting of shareholders; Director of MRF since October 2000    Director, Charterhouse Group, Inc., a private equity firm, since October 2005; Advisor/Consultant, Future FreightTM, a logistics/supply chain company; non-profit board member    First American Funds Complex: 10 registered investment companies, including 14 portfolios    None

John P. Kayser

P.O. Box 1329

Minneapolis, MN 55440-1329

(1949)

   Director    Directors serve for a one-year term that expires at the next annual meeting of shareholders; Director of MRF since October 2006    Retired    First American Funds Complex: 10 registered investment companies, including 14 portfolios    None

Leonard W. Kedrowski

P.O. Box 1329

Minneapolis, MN 55440-1329

(1941)

   Chair; Director    Chair term three years; Directors serve for a one-year term that expires at the next annual meeting of shareholders; Chair of MRF since January 2011; Director of MRF since October 2000    Owner and President, Executive and Management Consulting, Inc., a management consulting firm; Chief Executive Officer, Blue Earth Internet, a web site development company; Board member, GC McGuiggan Corporation (dba Smyth Companies), a label printer; Member, investment advisory committee, Sisters of the Good Shepherd    First American Funds Complex: 10 registered investment companies, including 14 portfolios    None

Richard K. Riederer
P.O. Box 1329
Minneapolis, MN 55440-1329

(1944)

   Director    Directors serve for a one-year term that expires at the next annual meeting of shareholders; Director of MRF since August 2001    Owner and Chief Executive Officer, RKR Consultants, Inc., a consulting company providing advice on business strategy, mergers and acquisitions; non-profit board member since 2005    First American Funds Complex: 10 registered investment companies, including 14 portfolios    Cliffs Natural Resources, Inc. (a producer of iron ore pellets and coal)

James M. Wade

P.O. Box 1329
Minneapolis, MN 55440-1329

(1943)

   Director    Directors serve for a one-year term that expires at the next annual meeting of shareholders; Director of MRF since August 2001    Owner and President, Jim Wade Homes, a homebuilding company    First American Funds Complex: 10 registered investment companies, including 14 portfolios    None
Includes only directorships in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act or subject to the requirements of Section 15(d) of the Securities Exchange Act, or any company registered as an investment company under the Investment Company Act.

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        35   


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Notice to Shareholders               (unaudited)

 

 

 

Officers

 

 

Name, Address, and
Year of Birth
   Position(s)
Held with
Fund
   Term of Office and Length of Time Served    Principal Occupation(s) During Past 5 Years

Joseph M. Ulrey III

U.S. Bancorp Asset
Management, Inc.

800 Nicollet Mall
Minneapolis, MN 55402
(1958)*

   President    Re-elected by the Board annually; President of MRF since January 2011    Chief Executive Officer, U.S. Bancorp Asset Management, Inc. since January 2011; prior thereto, Chief Financial Officer and Head of Technology and Operations, U.S. Bancorp Asset Management, Inc.

Eric J. Thole

U.S. Bancorp Asset
Management, Inc.

800 Nicollet Mall
Minneapolis, MN 55402
(1972)*

   Vice President    Re-elected by the Board annually; Vice President of MRF since January 2011    Chief Operating Officer, U.S. Bancorp Asset Management, Inc. since August 2012; Head of Operations, Technology and Treasury, U.S. Bancorp Asset Management, Inc., since January 2011; prior thereto, Managing Director of Investment Operations, U.S. Bancorp Asset Management, Inc.

Jill M. Stevenson

U.S. Bancorp Asset
Management, Inc.

800 Nicollet Mall
Minneapolis, MN 55402
(1965)*

   Treasurer    Re-elected by the Board annually; Treasurer of MRF since January 2011; Assistant Treasurer of MRF from September 2005 through December 2010    Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc. since January 2011; prior thereto, Mutual Funds Assistant Treasurer, U.S. Bancorp Asset Management, Inc.

Ruth M. Mayr

U.S. Bancorp Asset
Management, Inc.

800 Nicollet Mall
Minneapolis, MN 55402
(1959)*

   Chief Compliance Officer    Re-elected by the Board annually; Chief Compliance Officer of MRF since January 2011    Chief Compliance Officer, U.S. Bancorp Asset Management, Inc. since January 2011; prior thereto, Director of Compliance, U.S. Bancorp Asset Management, Inc.

Carol A. Sinn

U.S. Bancorp Asset
Management, Inc.

800 Nicollet Mall
Minneapolis, MN 55402
(1959)*

   Anti-Money Laundering Officer    Re-elected by the Board annually; Anti-Money Laundering Officer of MRF since January 2011    Senior Business Line Risk Manager and Anti-Money Laundering Officer, U.S. Bancorp Asset Management, Inc. since January 2011; prior thereto, Senior Business Line Risk Manager, U.S. Bancorp Asset Management, Inc.

Richard J. Ertel

U.S. Bancorp Asset
Management, Inc.

800 Nicollet Mall
Minneapolis, MN 55402
(1967)*

   Secretary    Re-elected by the Board annually; Secretary of MRF since January 2011; Assistant Secretary of MRF from June 2006 through December 2010 and from June 2003 through August 2004    General Counsel, U.S. Bancorp Asset Management, Inc. since January 2011; prior thereto, Counsel, U.S. Bancorp Asset Management, Inc.

Scott F. Cloutier

U.S. Bancorp Asset Management, Inc.

800 Nicollet Mall

Minneapolis, MN 55402

(1973)*

   Assistant Secretary    Re-elected by the Board annually; Assistant Secretary of MRF since September 2012    Senior Corporate Counsel, U.S. Bancorp Asset Management, Inc. since April 2011; Attorney, Steingart, McGrath & Moore, P.A., a Minneapolis-based law firm, from April 2009 through March 2011; prior thereto, Corporate Counsel, Pine River Capital Management, L.P., a Minneapolis-based investment adviser
* Messrs. Ulrey, Thole, Ertel, and Cloutier, Mses. Stevenson, Mayr, and Sinn are each officers and/or employees of U.S. Bancorp Asset Management, Inc., which serves as investment advisor and administrator for the fund.

 

36   AMERICAN INCOME FUND           2013 ANNUAL REPORT


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First American Funds’ Privacy Policy

We want you to understand what information we collect and how it’s used.

“Nonpublic personal information” is nonpublic information that we obtain while providing financial products or services to you.

How we collect your information

We obtain nonpublic information about you during the account opening process from the applications and other forms you are asked to complete and from the transactions you make with us. We may also receive nonpublic information about you from companies affiliated with us or from other companies that provide services to you. We do not use nonpublic information received from our affiliates for marketing purposes.

Why we collect your information

We gather nonpublic personal information about you and your accounts so that we can:

 

Know who you are and prevent unauthorized access to your information.

 

Comply with the laws and regulations that govern us.

The types of information we collect

We may collect the following nonpublic personal information about you:

 

Information about your identity, such as your name, address, and social security number.

 

Information about your transactions with us.

 

Information you provide on applications, such as your beneficiaries and banking information, if provided to us.

Confidentiality and security

To protect nonpublic personal information about you, we restrict access to such information to only those employees and authorized agents who need to use the information. We maintain physical, electronic, and procedural safeguards to maintain the confidentiality and security of nonpublic information about you. In addition, we require our service providers to restrict access to nonpublic personal information about you to those employees who need that information in order to provide products or services to you. We also require them to maintain physical, electronic, and procedural safeguards that comply with applicable federal standards and regulations to guard your information.

What information we disclose

We may share some or all of the nonpublic personal information that we collect about you with our affiliated providers of financial services, including our family of funds and their advisor, and with companies that perform marketing services on our behalf.

We’re permitted by law to disclose nonpublic personal information about you to other third parties in certain circumstances. For example, we may disclose nonpublic personal information about you to affiliated and nonaffiliated third parties to assist us in servicing your account (e.g., mailing of fund-related materials) and to government entities (e.g., IRS for tax purposes).

We’ll continue to adhere to the privacy policies and practices described here even after your account is closed or becomes inactive.

Additional rights and protections

You may have other privacy protections under applicable state laws. To the extent that these state laws apply, we will comply with them when we share information about you. This privacy policy does not apply to your relationship with other financial service providers, such as broker-dealers. We may amend this privacy notice at any time, and we will inform you of changes as required by law.

Our pledge applies to products and services offered by

 

•  First American Funds, Inc.

•  American Strategic Income Portfolio Inc.

•  American Strategic Income Portfolio Inc. II

•  American Strategic Income Portfolio Inc. III

•  American Select Portfolio Inc.

  

•  American Municipal Income Portfolio Inc.

•  Minnesota Municipal Income Portfolio Inc.

•  First American Minnesota Municipal Income Fund II, Inc.

•  American Income Fund Inc.

 

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

 

AMERICAN INCOME FUND           2013 ANNUAL REPORT        37   


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BOARD OF DIRECTORS

 

 

 

Leonard Kedrowski

Chairperson of American Income Fund

Owner and President of Executive and Management Consulting, Inc.

Roger Gibson

Director of American Income Fund

Director of Charterhouse Group, Inc.

John Kayser

Director of American Income Fund

Retired; former Principal of William Blair & Company, LLC

Richard Riederer

Director of American Income Fund

Owner and Chief Executive Officer of RKR Consultants, Inc.

James Wade

Director of American Income Fund

Owner and President of Jim Wade Homes

American Income Fund’s Board of Directors is comprised entirely of independent directors.


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LOGO

P.O. Box 1330

Minneapolis, MN 55440-1330

American Income Fund

2013 Annual Report

 

 

U.S. Bancorp Asset Management, Inc., is a wholly owned subsidiary of U.S. Bank National Association, which is a wholly owned subsidiary of U.S. Bancorp.

 

 

LOGO

This document is printed on paper containing 10% postconsumer waste.

10/2013    0105-13    MRF-AR

 


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Item 2—Code of Ethics

The registrant has adopted a code of ethics that applies to its principal executive officer and principal financial officer. During the period covered by this report, there were no amendments to the provisions of the registrant’s code of ethics that apply to the registrant’s principal executive officer and principal financial officer and that relate to any element of the code of ethics definition enumerated in this Item. During the period covered by this report, the registrant did not grant any waivers, including implicit waivers, from any provision of its code of ethics that apply to the registrant’s principal executive officer or principal financial officer. The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by calling 1-800-677-3863.

Item 3—Audit Committee Financial Expert

The registrant’s Board of Directors has determined that John P. Kayser, Leonard W. Kedrowski and Richard K. Riederer, members of the registrant’s Audit Committee, are each an “audit committee financial expert” and are “independent,” as these terms are defined in this Item.

Item 4—Principal Accountant Fees and Services

 

(a) Audit Fees—Ernst & Young LLP (“E&Y”) billed the registrant audit fees totaling $47,775 in the fiscal year ended August 31, 2013 and $47,038 in the fiscal year ended August 31, 2012, including fees associated with the annual audit, SEC Rule 17f-2 security count filings and filings of the registrant’s Form N-CSR.

 

(b) Audit-Related Fees—E&Y billed the registrant audit-related fees totaling $2,813 in the fiscal year ended August 31, 2013 and $2,481 in the fiscal year ended August 31, 2012, including fees associated with the semi-annual review of fund disclosures.

 

(c) Tax Fees—E&Y billed the registrant fees of $6,381 in the fiscal year ended August 31, 2013 and $6,743 in the fiscal year ended August 31, 2012 for tax services, including tax compliance, tax advice and tax planning. Tax compliance, tax advice and tax planning services primarily related to preparation of original and amended tax returns, timely RIC qualification reviews, and tax distribution analysis and planning.

 

(d) All Other Fees—There were no fees billed by E&Y for other services to the registrant during the fiscal years ended August 31, 2013 and August 31, 2012.

 

(e)(1) The audit committee’s pre-approval policies and procedures pursuant to paragraph (c)(7) of Rule 2-01 of Regulation S-X are set forth below:

Audit Committee policy regarding pre-approval of services provided by the Independent Auditor

The Audit Committee of the First American Funds (“Committee”) has responsibility for ensuring that all services performed by the independent audit firm for the funds do not impair the firm’s independence. This review is intended to provide reasonable oversight without removing management from its responsibility for day-to-day operations. In this regard, the Committee should:

 

    Understand the nature of the professional services expected to be provided and their impact on auditor independence and audit quality

 

    Examine and evaluate the safeguards put into place by the Company and the auditor to safeguard independence

 

    Meet quarterly with the partner of the independent audit firm

 

    Consider approving categories of service that are not deemed to impair independence for a one-year period

It is important that a qualitative rather than a mere quantitative evaluation be performed by the Committee in discharging its responsibilities.


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Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the Committee will review and consider whether to pre-approve the financial plan for audit fees as well as categories of audit-related and non-audit services that may be performed by the funds’ independent audit firm directly for the funds. At least annually the Committee will receive a report from the independent audit firm of all audit and non-audit services, which were approved during the year.

The engagement of the independent audit firm for any non-audit service requires the written pre-approval of the Treasurer of the funds and all non-audit services performed by the independent audit firm will be disclosed in the required SEC periodic filings.

In connection with the Committee review and pre-approval responsibilities, the review by the Committee will consist of the following:

Audit Services

The categories of audit services and related fees to be reviewed and considered for pre-approval annually by the Committee or its delegate include the following:

 

    Annual Fund financial statement audits

 

    Seed audits (related to new product filings, as required)

 

    SEC and regulatory filings and consents

Audit-related Services

In addition, the following categories of audit-related services are deemed to be consistent with the role of the independent audit firm and, as such, will be considered for pre-approval by the Committee or its delegate, on an annual basis.

 

    Accounting consultations

 

    Fund merger support services

 

    Other accounting related matters

 

    Agreed Upon Procedure Reports

 

    Attestation Reports

 

    Other Internal Control Reports

Notwithstanding any annual pre-approval of these categories of services, individual projects with an estimated fee in excess of $25,000 are subject to pre-approval by the Committee Chair or its delegate on a case-by-case basis. Individual projects with an estimated fee in excess of $50,000 are subject to pre-approval by the Committee or its delegate on a case-by-case basis.

Tax Services

The following categories of tax services are deemed to be consistent with the role of the independent audit firm and, as such, will be considered for pre-approval by the Committee or its delegate, on an annual basis.

 

    Tax compliance services related to the filing or amendment of the following:

 

    Federal, state and local income tax compliance, and

 

    Sales and use tax compliance

 

    Timely RIC qualification reviews

 

    Tax distribution analysis and planning

 

    Tax authority examination services


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    Tax appeals support services

 

    Accounting methods studies

 

    Fund merger support services

 

    Tax consulting services and related projects

Notwithstanding any annual pre-approval of these categories of services, individual projects with an estimated fee in excess of $25,000 are subject to pre-approval by the Committee Chair or its delegate on a case-by-case basis. Individual projects with an estimated fee in excess of $50,000 are subject to pre-approval by the Committee or its delegate on a case-by-case basis.

Other Non-audit Services

The SEC auditor independence rules adopted in response to the Sarbanes-Oxley Act specifically allow certain non-audit services. Because of the nature of these services, none of these services may be commenced by the independent audit firm without the prior approval of the Committee. The Committee may delegate this responsibility to one or more of the Committee members, with the decisions presented to the full Committee at the next scheduled meeting.

Proscribed Services

In accordance with SEC rules on independence, the independent audit firm is prohibited from performing services in the following categories of non-audit services:

 

    Management functions

 

    Accounting and bookkeeping services

 

    Internal audit services

 

    Financial information systems design and implementation

 

    Valuation services supporting the financial statements

 

    Actuarial services supporting the financial statements

 

    Executive recruitment

 

    Expert services (e.g., litigation support)

 

    Investment banking

Policy for Pre-approval of Non-Audit Services Provided to Other Entities within the Investment Company Complex

The Committee is also responsible for pre-approving certain non-audit services provided to U.S. Bancorp Asset Management, Inc., U.S. Bank N.A. and any other entity under common control with U.S. Bancorp Asset Management, Inc., that provides ongoing services to the funds. The only non-audit services provided to these entities which require pre-approval are those services that relate directly to the operations and financial reporting of the funds.

Although the Committee is not required to pre-approve all services provided to U.S. Bancorp Asset Management, Inc. and other affiliated service providers, the Committee will annually receive a report from the independent audit firm on the aggregate fees for all services provided to U.S. Bancorp and affiliates.

 

(e)(2) All of the services described in paragraphs (b) through (d) of this Item 4 were pre-approved by the audit committee.

 

(f) All services performed on the engagement to audit the registrant’s financial statements for the most recent fiscal year end were performed by the principal accountant’s full-time, permanent employees.


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(g) The aggregate non-audit fees billed by E&Y to the registrant, the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant, totaled $36,381 in the fiscal year ended August 31, 2013 and $217,000 in the fiscal year ended August 31, 2012.

 

(h) The registrant’s audit committee has determined that the provision of non-audit services to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved is compatible with maintaining E&Y’s independence.

Item 5—Audit Committee of Listed Registrants

 

(a) The registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of such audit committee are Roger A. Gibson, John P. Kayser, Leonard W. Kedrowski, Richard K. Riederer, and James M. Wade.

 

(b) Not applicable.

Item 6—Schedule of Investments

 

(a) The schedule 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

First American Funds

Proxy Voting Policies and Procedures

Compliance Control Procedures

Conflicts of Interest

As an affiliate of U.S. Bancorp, a large multi-service financial institution, USBAM recognizes that there are circumstances wherein it may have a perceived or real conflict of interest in voting the proxies of issuers or proxy proponents (e.g., a special interest group) who are clients or potential clients of some part of the U.S. Bancorp enterprise. Directors and officers of such companies may have personal or familial relationships with the U.S.Bancorp enterprise and/or its employees that could give rise to potential conflicts of interest.

 

A. Proxy Voting

 

    When a Open-end Funds proxy is received, it will be voted by the Head of Investments.

 

    When a Closed-end Funds proxy is received, it will be voted by the Sub-adviser, according to the Sub-advisers proxy voting policies and procedures. USBAM is responsible for oversight of Sub-advisers’ proxy voting activities.

 

B. Open-end Fund Control Procedures

Preventative Control Procedures

 

    USBAM will vote proxies in the best interest of the Funds regardless of real or perceived conflicts of interest. To minimize this risk, the IPC will discuss conflict avoidance at least annually to ensure that appropriate parties understand the actual and perceived conflicts of interest proxy voting may face.

 

    If any member of the IPC becomes aware of a material conflict for USBAM, they will bring the matter to the General Counsel to convene a meeting of the IPC which will determine a course of action designed to address the conflict. Such actions could include, but are not limited to:

 

  1. Abstaining from voting; or

 

  2. Voting in proportion to the other shareholders to the extent this can be determined.

 

  3. Recusing an IPC member from all discussion or consideration of the matter, if the material conflict is due to such person’s actual or potential conflict of interest.


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Detective Control Procedures

 

    In addition to all of the above, employees of USBAM must notify USBAM’s Chief Compliance Officer of any direct, indirect or perceived improper influence exerted by any employee, officer or director within the U.S. Bancorp enterprise or First American Fund complex with regard to how USBAM should vote proxies.

 

    The Chief Compliance Officer, or their designee, will investigate the allegations and will report the findings to USBAM’s Chief Executive Officer and the General Counsel.

 

    To ensure USBAM has met its fiduciary duty to the Open-end Funds, the Head of Investments will certify quarterly that:

 

  1. There were no proxies received for the Open-end Funds during the quarter; or,

 

  2. If proxies were voted, that either no material conflict(s) of interest existed in connection with a proxy voted for any security held in the Open-end Funds, or if a material conflict of interest occurred in connection with a proxy voted for a security held in the Open-end Funds, the certification will require a description of the material conflict of interest, and a statement that any advice received regarding a proxy was not unduly influenced by an individual or group that may have an economic interest in the outcome of the proxy vote; and,

 

  3. If proxies were received and voted against Management recommendation , then the certification will require documentation of the reasons for voting against Management recommendation.

 

    Compliance reviews the Quarterly Proxy Voting Certification for material conflicts and undue influence.

Corrective Control Procedures

 

    If it is determined that improper influence was attempted, appropriate action shall be taken. Such appropriate action may include disciplinary action, notification of the appropriate senior managers within the U.S. Bancorp enterprise, or notification of the appropriate regulatory authorities. In all cases, the IPC shall not consider any improper influence in determining how to vote proxies.

 

C. Sub-adviser Control Procedures

The Board has appointed Nuveen Asset Management and Nuveen Investments Inc. as Sub-advisers to the Closed-end Funds. The Closed-end Funds are subject to the Sub-adviser’s proxy voting policies and procedures. USBAM is responsible for oversight of the Sub-advisers’ proxy voting activities. Consistent with its oversight responsibilities, USBAM has adopted the following Sub-adviser oversight policies and procedures:

Preventative Control Procedures

 

    Prior to Board approval of any sub-advisory contract, the IPC reviews the Sub-adviser’s proxy voting policy to ensure that such policy is designed in the best interests of USBAM’ clients.

 

    The IPC reviews and approves the Sub-adviser’s proxy voting policy at least annually.

Detective Control Procedures

 

    On a quarterly basis, the Operations Department will request and review reports from Sub-advisers reflecting any proxy votes cast, abstained, or overrides of the Sub-advisers policy or conflicts of interest addressed during the previous quarter, and other matters the Operations Department deems appropriate.

 

    To ensure USBAM has met its fiduciary duty to the Closed-end Funds, the Sub-adviser will certify quarterly, as part of their Quarterly Compliance Certification, that:

 

  1. There were no proxies received for the Closed-end Funds during the quarter; or,

 

  2. If proxies were voted, that either no material conflict(s) of interest existed in connection with a proxy voted for any security held in the Closed-end Funds, or if a material conflict of interest occurred in connection with a proxy voted for a security held in the Closed-end Funds, the certification will require a description of the material conflict of interest, and a statement that any advice received regarding a proxy was not unduly influenced by an individual or group that may have an economic interest in the outcome of the proxy vote; and,

 

  3. If proxies were received and voted against Management recommendation, then the certification will require documentation of the reasons for voting against Management recommendation.


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    Compliance reviews the Sub-adviser’s Quarterly Proxy Voting Certification for material conflicts and undue influence.

Corrective Control Procedures

 

    Any material issues arising from the Operations Department’s or the Compliance Department’s review will be reported to the IPC and the Board of Directors of the Funds.

 

    Sub-adviser shall be responsible for making and retaining all proxy voting records required by Rule 204-2 and shall provide them to USBAM upon request.

 

D. Securities Lending Control Procedures

Certain Open-end Funds participate in U.S. Bank’s securities lending program. If a portfolio security is on loan as of the shareholder meeting record date, then the Open-end Funds will not have the right to vote the proxies.

Preventative Control Procedures

 

    Portfolio Managers and/or Analysts, who become aware of upcoming proxy issues relating to any securities in portfolios they manage, or issuers they follow, will consider the desirability of recalling the affected securities that are on loan or restricting lending of the affected securities prior to the record date for the matter.

 

    If the proxy issue is determined to be material, and the determination is made prior to the shareholder meeting record date the Portfolio Manager(s) will contact the Securities Lending Department to recall securities on loan or restrict the loaning of any security held in any portfolio they manage, if they determine that it is in the best interest of shareholders to do so.

 

E. Review and Reports

Detective Control Procedures

 

    The General Counsel will review votes cast on behalf of portfolio securities held by the Funds, such review will also be reported to the Board of Directors of the Funds at each of their regularly scheduled meetings.

 

F. Disclosure to Shareholders

Preventative Control Procedures

 

    USBAM’s Legal Department will cause Form N-PX to be filed with the SEC, and ensure that any other proxy voting-related filings as required by regulation or contract are timely made.

 

    USBAM shall make available the proxy voting record of the Funds to shareholders upon request. Additionally, shareholders can receive, on request, the voting records for the Funds by calling a toll free number (1-800-677-3863).

 

    The Funds’ proxy voting policy and procedures and those of the Sub-adviser will also be made available to the public in the Funds registration statement (Open-end Funds) or, in the case of the Closed-End Funds, in the Form N-CSR both of which are available to the public on the SEC website. Additionally, shareholders can receive, on request, the proxy voting policies for the Funds by calling a toll free number (1-800-677-3863).

Failure to Comply

The Advisor strives to operate ethically and lawfully and requires all employees to conduct their activities in accordance with Advisor policies and applicable rules and regulations. The Advisor encourages and expects all employees to report any potential or suspected activities that may be considered fraudulent or illegal in nature, or could potentially damage the reputation of the Advisor and/or the Funds. Employees should report such activities to one of the individuals listed below.

USBAM/Fund Chief Compliance Officer

USBAM Chief Executive Officer

USBAM Legal Counsel

Employee’s immediate supervisor or other Advisor senior manager

USBAM does not tolerate any retaliatory action against any individual for good-faith reporting of ethics violations, illegal conduct, suspicious activity or other serious issues. Allegations of retaliation will be appropriately investigated and, if substantiated, appropriate disciplinary action will be taken, up to and including termination. Diligent enforcement of non-retaliation measures is vital to the success of the reporting process because employees must feel they can report problems without fear of reprisals. Employees may report suspected retaliation to USBAM/Fund Chief Compliance Officer; USBAM Chief Executive Officer; employee’s immediate supervisor or other senior manager, or to the USBAM Human Resource Contact.


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Failure of an employee to comply with all policies, rules and regulations may lead to disciplinary action. Such actions may include: documenting the incident of non-compliance in the employee’s personnel file, a fine, suspension of trading privileges and termination of employment. Serious violations may result in monetary fines, censure, suspension or result in other sanctions including the loss of certain licenses.

Responsible Parties

 

    Operations Department

 

    Investment Practices Committee

 

    Compliance Department/Chief Compliance Officer

 

    Head of Investments/Portfolio Managers

 

    Legal Department/General Counsel

Nuveen Asset Management, LLC

Proxy Voting Policies and Procedures

I. General Principles

A. Nuveen Asset Management, LLC (“Adviser”) is an investment sub-adviser for certain of the Nuveen Funds (the “Funds”) and investment adviser for institutional and other separately managed accounts (collectively, with the Funds, “Accounts”). As such, Accounts may confer upon Adviser complete discretion to vote proxies. It is Adviser’s duty to vote proxies in the best interests of its clients (which may involve affirmatively deciding that voting the proxies may not be in the best interests of certain clients on certain matters31). In voting proxies, Adviser also seeks to enhance total investment return for its clients.

B. If Adviser contracts with another investment adviser to act as a sub-adviser for an Account, Adviser may delegate proxy voting responsibility to the sub-adviser. Where Adviser has delegated proxy voting responsibility, the sub-adviser will be responsible for developing and adhering to its own proxy voting policies, subject to oversight by Adviser.

C. Adviser’s Investment Policy Committee (“IPC”), comprised of the firm’s most senior investment professionals, is charged with oversight of the proxy voting policies and procedures. The IPC is responsible for (1) approving the proxy voting policies and procedures, and (2) oversight of the activities of Adviser’s Proxy Voting Committee (“PVC”). The PVC is responsible for providing an administrative framework to facilitate and monitor Adviser’s exercise of its fiduciary duty to vote client proxies and fulfill the obligations of reporting and recordkeeping under the federal securities laws.

II. Policies

The IPC, after reviewing and concluding that such policies are reasonably designed to vote proxies in the best interests of clients, has approved and adopted the proxy voting policies of Institutional Shareholder Services, Inc. (“ISS”), a leading national provider of proxy voting administrative and research services. As a result, such policies set forth Adviser’s positions on recurring proxy issues and criteria for addressing non-recurring issues. These policies are reviewed periodically by ISS, and therefore are subject to change. Even though it has adopted ISS policies, Adviser maintains the fiduciary responsibility for all proxy voting decisions.

III. Procedures

A. Supervision of Proxy Voting Service. The PVC shall supervise the relationship with Adviser’s proxy voting service, ISS. ISS apprises Adviser of shareholder meeting dates, provides research on proxy proposals and voting recommendations, and casts the actual proxy votes. ISS also serves as Adviser’s proxy voting record keeper and generates reports on how proxies were voted.

B. Conflicts of Interest.

1. The following relationships or circumstances may give rise to conflicts of interest:32

a. The issuer or proxy proponent (e.g., a special interest group) is Madison Dearborn Partners, a private equity firm and affiliate of Adviser (“MDP”), or a company that controls, is controlled by or is under common control with MDP.

b. The issuer is an entity in which an executive officer of Adviser or a spouse or domestic partner of any such executive officer is or was (within the past three years of the proxy vote) an executive officer or director.

 

31 Adviser may not vote proxies associated with the securities of any issuer if as a result of voting, subsequent purchases or sales of such securities would be blocked. However, Adviser may decide, on an individual security basis that it is in the best interests of its clients to vote the proxy associated with such a security, taking into account the loss of liquidity. In addition, Adviser may not to vote proxies where the voting would in Adviser’s judgment result in some other financial, legal, regulatory disability or burden to the client (such as imputing control with respect to the issuer) or subject to resolution of any conflict of interest as provided herein, to Adviser.
32 A conflict of interest shall not be considered material for the purposes of these Policies and Procedures in respect of a specific vote or circumstance if the matter to be voted on relates to a restructuring of the terms of existing securities or the issuance of new securities or a similar matter arising out of the holding of securities, other than common equity, in the context of a bankruptcy or threatened bankruptcy of the issuer, even if a conflict described in III.B.1a.-d is present.


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c. The issuer is a registered or unregistered fund for which Adviser or another Nuveen adviser serves as investment adviser or sub-adviser.

d. Any other circumstances that Adviser is aware of where Adviser’s duty to serve its clients’ interests, typically referred to as its “duty of loyalty,” could be materially compromised.

2. Adviser will vote proxies in the best interest of its clients regardless of such real or perceived conflicts of interest. By adopting ISS policies, Adviser believes the risk related to conflicts will be minimized.

3. To further minimize this risk, the IPC will review ISS’ conflict avoidance policy at least annually to ensure that it adequately addresses both the actual and perceived conflicts of interest the proxy voting service may face.

4. In the event that ISS faces a material conflict of interest with respect to a specific vote, the PVC shall direct ISS how to vote. The PVC shall receive voting direction from the Head of Research, who will seek voting

5. If the PVC concludes that a material conflict does exist, it will recommend to the IPC a course of action designed to address the conflict. Such actions could include, but are not limited to:

a. Obtaining instructions from the affected client(s) on how to vote the proxy;

b. Disclosing the conflict to the affected client(s) and seeking their consent to permit Adviser to vote the proxy;

c. Voting in proportion to the other shareholders;

d. Recusing an IPC member from all discussion or consideration of the matter, if the material conflict is due to such person’s actual or potential conflict of interest; or

e. Following the recommendation of a different independent third party.

6. In addition to all of the above-mentioned and other conflicts, members of the IPC and the PVC must notify Adviser’s Chief Compliance Officer of any direct, indirect or perceived improper influence exerted by any employee, officer or director within the MDP affiliate or Fund complex with regard to how Adviser should vote proxies. The Chief Compliance Officer will investigate the allegations and will report the findings to Adviser’s President and the General Counsel. If it is determined that improper influence was attempted, appropriate action shall be taken. Such appropriate action may include disciplinary action, notification of the appropriate senior managers within the MDP affiliate, or notification of the appropriate regulatory authorities. In all cases, the IPC shall not consider any improper influence in determining how to vote proxies, and will vote in the best interests of clients.

C. Proxy Vote Override.

From time to time, a portfolio manager of an Account (a “Portfolio Manager”) may initiate action to override the ISS recommendation for a particular vote. Any such override by a NAM Portfolio Manager (but not a sub-adviser Portfolio Manager) shall be reviewed by Adviser’s Legal Department for material conflicts. If the Legal Department determines that no material conflicts exist, the approval of one investment professional on the IPC or the Head of Equity Research shall authorize the override. If a material conflict exists the conflict and, ultimately, the override recommendation will be addressed pursuant to the procedures described above under “Conflicts of Interest.”

D. Securities Lending.

1. In order to generate incremental revenue, some clients may participate in a securities lending program. If a client has elected to participate in the lending program then it will not have the right to vote the proxies of any securities that are on loan as of the shareholder meeting record date. A client, or a Portfolio Manager, may place restrictions on loaning securities and/or recall a security on loan at any time. Such actions must be affected prior to the record date for a meeting if the purpose for the restriction or recall is to secure the vote.

2. Portfolio Managers and/or analysts who become aware of upcoming proxy issues relating to any securities in portfolios they manage, or issuers they follow, will consider the desirability of recalling the affected securities that are on loan or restricting the affected securities prior to the record date for the matter. If the proxy issue is determined to be material, and the determination is made prior to the shareholder meeting record date the Portfolio Manager(s) will contact the Securities Lending Agent to recall securities on loan or restrict the loaning of any security held in any portfolio they manage, if they determine that it is in the best interest of shareholders to do so. Training regarding the process to recall securities on loan or restrict the loaning of securities is given to all Portfolio Managers and analysts.


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E. Proxy Voting for ERISA Clients.

If a proxy voting issue arises for an ERISA client, Adviser is prohibited from voting shares with respect to any issue advanced by a party in interest of the ERISA client.

F. Proxy Voting Records.

As required by Rule 204-2 of the Investment Advisers Act of 1940, Adviser shall make and retain five types of records relating to proxy voting; (a) proxy voting policies and procedures; (b) proxy statements received for client and fund securities; (c) records of votes cast on behalf of clients and funds; (d) records of written requests for proxy voting information and written responses from the Adviser to either a written or oral request; and (e) any documents prepared by the adviser that were material to making a proxy voting decision or that memorialized the basis for the decision. Adviser may rely on ISS to make and retain on Adviser’s behalf records pertaining to the rule.

G. Fund of Funds Provision.

In instances where Adviser provides investment advice to a fund of funds that acquires shares of affiliated funds or three percent or more of the outstanding voting securities of an unaffiliated fund, the acquiring fund shall vote the shares in the same proportion as the vote of all other shareholders of the acquired fund. If compliance with this policy results in a vote of any shares in a manner different than the ISS recommendation, such vote will not require compliance with the Proxy Vote Override procedures set forth above.

H. Legacy Securities.

To the extent that Adviser receives proxies for securities that are transferred into an Account’s portfolio that were not recommended or selected by Adviser and are sold or expected to be sold promptly in an orderly manner (“legacy securities”), Adviser will generally instruct ISS to refrain from voting such proxies. In such circumstances, since legacy securities are expected to be sold promptly, voting proxies on such securities would not further Adviser’s interest in maximizing the value of client investments. Adviser may agree to an institutional Account’s special request to vote a legacy security proxy, and would instruct ISS to vote such proxy in accordance with its guidelines.

I. Review and Reports.

1. The PVC shall maintain a review schedule. The schedule shall include reviews for the proxy voting policy (including the policies of any subadviser), the proxy voting record, account maintenance, and other reviews as deemed appropriate by the PVC. The PVC shall review the schedule at least annually.

2. The PVC will report to the IPC with respect to all identified conflicts and how they were addressed. These reports will include all Accounts, including those that are sub-advised. With respect to the review of votes cast on behalf of investments by the Funds, such review will also be reported to the Board of Directors of the Funds at each of their regularly scheduled meetings. Adviser also shall provide the Funds that it subadvises with information necessary for preparing Form N-PX.

K. Vote Disclosure to Clients. Adviser’s institutional and separately managed account clients can contact their relationship manager for more information on Adviser’s policies and the proxy voting record for their account. The information available includes name of issuer, ticker/CUSIP, shareholder meeting date, description of item and Adviser’s vote.

IV. Policy Owner

IPC

V. Responsible Parties

IPC

PVC

ADV Review Team


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Item 8—Portfolio Managers of Closed-End Management Investment Companies

 

(a)(1) Jason J. O’Brien, CFA, Chris J. Neuharth, CFA, and John T. Fruit, CFA, co-manage the registrant’s portfolio. Each portfolio manager is employed by Nuveen Asset Management (“NAM”), the sub-adviser to the portfolio. Mr. O’Brien is responsible for the overall management of the portfolio. Mr. Neuharth is responsible for co-management of the portfolio. Mr. Fruit is responsible for the management of the high-yield portion of the registrant’s portfolio.

Mr. O’Brien, Vice President, Portfolio Manager, began working in the financial industry in 1993 and joined NAM in January 2011. Prior to joining NAM, he worked for USBAM.

Mr. Neuharth, Managing Director, Portfolio Manager, began working in the financial industry in 1981 and joined NAM in January 2011. Prior to joining NAM, he worked for USBAM.

Mr. Fruit, Vice President, Senior Portfolio Manager, began working in the financial industry in 1988 and joined NAM in January 2011. Prior to joining NAM, he worked for USBAM.

 

(a)(2) The following table shows, as of the fiscal year ended August 31, 2013, the number of accounts each portfolio manager managed within each of the following categories and the total assets in the accounts managed within each category. The table also shows the number of accounts and the total assets in the accounts, if any, with respect to which the advisory fee is based on the performance of the account.

 

Portfolio Manager

  

Type of Account Managed

   Total
Number of
Accounts
     Total Assets of
All Accounts
     Accounts
Subject to
Performance-
Based Fee
     Total Assets
Subject to
Performance-
Based Fee
 

Jason J. O’Brien

   Registered Investment Company      5       $ 798 million         0       $ 0   
   Other Pooled Investment Vehicles      0       $ 0         0       $ 0   
   Other Accounts      10       $ 260 million         0       $ 0   

Chris J. Neuharth

   Registered Investment Company      6       $ 2.7 billion         0       $ 0   
   Other Pooled Investment Vehicles      0       $ 0         0       $ 0   
   Other Accounts      10       $ 890 million         0       $ 0   

John T. Fruit

   Registered Investment Company      2       $ 829 million         0       $ 0   
   Other Pooled Investment Vehicles      0       $ 0         0       $ 0   
   Other Accounts      0       $ 0         0       $ 0   

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others those discussed below.

The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. NAM seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, NAM has adopted procedures for allocating limited opportunities across multiple accounts.


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With respect to many of its clients’ accounts, NAM determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, NAM may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, NAM may place separate, non-simultaneous, transactions for the funds and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the fund or the other accounts.

Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where NAM has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.

NAM has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

 

(a)(3) Portfolio manager compensation consists primarily of base pay, an annual cash bonus and long-term incentive payments.

Base pay. Base pay is determined based upon an analysis of the portfolio manager’s general performance, experience, and market levels of base pay for such position.

Annual cash bonus. The fund’s portfolio managers are eligible for an annual cash bonus determined based upon the particular portfolio manager’s performance, experience and market levels of base pay for such position. The maximum potential annual cash bonus is equal to a multiple of base pay.

A portion of each portfolio manager’s annual cash bonus is based on the fund’s investment performance, generally measured over the past one- and three-year periods unless the portfolio manager’s tenure is shorter. Investment performance for the fund is determined by evaluating the fund’s performance relative to its benchmark(s) and/or Lipper industry peer group.

Bonus amounts can also be influenced by factors other than investment performance. These other factors are more subjective and are based on evaluations by each portfolio manager’s supervisor and reviews submitted by his or her peers. These reviews and evaluations often take into account a number of factors, including the portfolio manager’s effectiveness in communicating investment performance to shareholders and their advisors, his or her contribution to NAM’s investment process and to the execution of investment strategies consistent with risk guidelines, his or her participation in asset growth, and his or her compliance with Nuveen Asset Management’s policies and procedures.

Investment performance is measured on a pre-tax basis, gross of fees for a fund’s results and for its Lipper industry peer group.

Long-term incentive compensation. Certain key employees of Nuveen Investments and its affiliates, including certain portfolio managers, have received equity interests in the parent company of Nuveen Investments which entitle their holders to participate in the appreciation in the value of Nuveen Investments. In addition, certain key employees of NAM, including certain portfolio managers, have received profits interests in NAM which entitle their holders to participate in the firm’s growth over time.

There are generally no differences between the methods used to determine compensation with respect to the fund and the Other Accounts shown in the table above.

 

(a)(4) The following table shows the dollar range of equity securities in the registrant beneficially owned by the portfolio manager as of the fiscal year ended August 31, 2013.

 

Portfolio Manager

   Dollar Range of Equity
Securities Beneficially

Owned in the Registrant
 

Jason O’Brien

   $ 0   

Chris J. Neuharth

   $ 0 - $50,000   

John T. Fruit

   $ 0   

 

(b) Not applicable.


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Item 9—Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Neither the registrant nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), purchased any shares or other units of any class of the registrant’s equity securities that is registered pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).

Item 10—Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which 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 (as required by Item 22(b)(15) of Schedule 14A, or this item.

Item 11—Controls and Procedures

 

(a) The registrant’s principal executive officer and principal financial officer have evaluated the effectiveness of the registrant’s disclosure controls and procedures within 90 days of the date of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported timely.

 

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

Item 12—Exhibits

 

(a)(1) Not applicable. Registrant’s code of ethics is provided to any person upon request without charge.

 

(a)(2) Certifications of the principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 are filed as exhibits hereto.

 

(a)(3) Not applicable.

 

(b) Certifications of the principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(b) under the Investment Company Act of 1940 are filed as exhibits hereto.


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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.

 

American Income Fund, Inc.
By:   /s/ Joseph M. Ulrey III
  Joseph M. Ulrey III
  President

Date: October 30, 2013

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:   /s/ Joseph M. Ulrey III
  Joseph M. Ulrey III
  President

 

Date: October 30, 2013
By:   /s/ Jill M. Stevenson
  Jill M. Stevenson
  Treasurer

Date: October 30, 2013