UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-06179 --------- FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED ------------------------------------------------------ (Exact name of registrant as specified in charter) 301 E. Colorado Boulevard, Suite 720 PASADENA, CA 91101 ------------------------------------------------------ (Address of principal executive offices) (Zip code) Donald F. Crumrine Flaherty & Crumrine Incorporated 301 E. Colorado Boulevard, Suite 720 PASADENA, CA 91101 ------------------------------------------------------ (Name and address of agent for service) registrant's telephone number, including area code: 626-795-7300 ------------ Date of fiscal year end: NOVEMBER 30 ----------- Date of reporting period: MAY 31, 2008 ------------ Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. FLAHERTY & CRUMRINE PREFERRED INCOME FUND To the Shareholders of the Flaherty & Crumrine Preferred Income Fund: The table below presents investment performance of the Fund through May 31, 2008. The market for preferred securities remains turbulent, as weakness in the U.S. economy and fallout from the dramatic decline of the housing market continue to put downward pressure on the portfolio. Over long periods of time, the relationship between preferred security prices and prices of various other types of fixed income instruments can swing dramatically. As of this writing, preferred prices are as low relative to other markets as any time in memory. We can't be certain when this trend will reverse, but there is little doubt that eventually it will --whenever an asset class gets too cheap, buyers always emerge. This pattern of weakness and recovery is familiar, and while the recent period of weakness has been long and dramatic, we believe financial companies are taking the tough steps necessary to restore confidence and create a healthy recovery. TOTAL RETURN ON NET ASSET VALUE(1) FOR PERIODS ENDED MAY 31, 2008 ACTUAL RETURNS AVERAGE ANNUALIZED RETURNS ----------------------- ------------------------------- THREE SIX ONE THREE FIVE TEN LIFE OF MONTHS MONTHS YEAR YEARS YEARS YEARS FUND(2) ------ ------ ----- ----- ----- ----- ------- Flaherty & Crumrine Preferred Income Fund .............. -9.8% -9.6% -20.7% -4.9% 0.6% 4.0% 9.0% Lipper Domestic Investment Grade Funds(3) .......... -0.4% -0.6% 1.2% 3.7% 4.2% 5.7% 7.1% ---------- (1) Based on monthly data provided by Lipper Inc. in each calendar month during the relevant period. Distributions are assumed to be reinvested at NAV in accordance with Lipper's practice, which differs from the methodology used elsewhere in this report. (2) Since inception on January 31, 1991. (3) Reflects the equally-weighted average performance returns of all closed-end funds in Lipper's Domestic Investment-Grade funds category in each month during the period. The category currently includes closed-end funds in the U.S. Mortgage and Corporate Debt BBB Rated sub-categories and has included other sub-categories in prior periods. Although the investment strategies used by the Fund differ significantly from the strategies used by these other fixed-income funds, the Fund seeks to accomplish a similar objective. As a general observation, the Fund is performing much like broader U.S. markets -- while the investment performance has been negative for the entire portfolio, the worst performing positions are concentrated in the financial sector, which comprised 64% of the portfolio as of May 31, 2008. It became apparent some time ago that most financial companies (banks, brokers, insurance companies and the housing agencies) would be hurt by the subprime mortgage crisis. The Fund had no direct exposure to subprime mortgages, and avoided companies that aggressively participated in the mortgage market and made huge (implicit or explicit) bets that housing prices would continue to rise. However, collateral damage from the subprime implosion has been widespread and touched almost every financial company in the portfolio. In our opinion, every credit currently in the Fund is a viable going concern. But several are facing tremendous challenges, fixing problems of their own doing as well as dealing with circumstances beyond their control. It has become commonplace now for these companies to write-down the value of assets on their balance sheets, and when these write-downs become large enough, to raise new capital. Often the new capital comes from selling preferred securities. Financial companies have issued over $100 billion of preferred securities since the beginning of the Fund's fiscal year, typically with dividend or interest rates above those available in existing markets (for perspective, these new issues have increased the size of the preferred market by nearly one-third). This is a staggering amount of new supply to come in a relatively short period of time, and as a result the prices of most preferred issues have fallen. Recently, several financial companies have sold common stock rather than preferred securities to replace capital depleted by write-downs. This is certainly a positive trend -- common stock is the cushion below preferred, so the more common stock the better. Although companies generally don't like to sell common stock (management usually thinks the market undervalues their shares), more and more are biting the bullet. Credits held by the Fund that have issued common stock include Merrill Lynch, Lehman Brothers and Citicorp. We believe the steps taken by these and other financial companies currently in the portfolio will enable them to successfully weather the current credit storm. Someone unfamiliar with PFD may wonder why we own any financial positions. Please remember that by our offering prospectus, at least 80% of the Fund's investments must be in preferred securities. And, since roughly 85% of the preferred securities universe is comprised of financial issuers, owning only preferred securities of non-financial issuers is not a viable option. With its mandate to invest at least 25% of assets in utilities, the Fund does own a disproportionately large percentage of non-financials, but it would not be possible to avoid financials and still maintain a diversified portfolio of quality holdings. In fact, even non-financial investments have been impacted by the weakness in financials. The higher yields now available on financial issues have induced some investors to sell holdings in non-financial credits. So, while on the whole non-financial preferred securities have out-performed those of financial issuers, their returns still have been disappointing. The Fund's interest-rate hedges did little to offset the drop in prices of the preferred positions. Prices of long-term U.S. Treasury bonds were generally flat during the period, and as a result the impact of the hedge was neutral. (As a reminder, the hedge is designed to protect against substantial increases in yields on long-term Treasury bonds or similar investments. The hedging strategy typically will not provide protection against the scenario in which preferred securities dramatically underperform Treasury bonds.) 2 The Fund's strategy of employing leverage produced mixed results during the first half of the year. The leverage did enhance income earned by the Fund, enabling us to meet the objective of high current income for shareholders. On the flip side, leverage magnified the drop in value of the investment portfolio. These subjects are addressed in greater detail in the section that follows. As always, we encourage readers to learn more about the Fund by reading the discussion topics which follow and visiting the Fund's website at www.preferredincome.com. Sincerely, /s/ Donald F. Crumrine /s/ Robert M. Ettinger Donald F. Crumrine Robert M. Ettinger Chairman of the Board President July 21, 2008 3 DISCUSSION TOPICS MARKET TOTAL RETURN An investor's actual total return is comprised of monthly dividend payments plus changes in the Fund's market price. For the six months ended May 31, 2008, the total return on MARKET VALUE for the Fund's common shares was -1.5%. During the three months ended May 31 alone, total return on MARKET VALUE was -0.2%. We've often said that in a perfect world market prices would closely track net asset values; however, as seen in the chart below, in the real world deviations can be large. Over recent months, shareholders saw some significant volatility in the relationship between net asset value and market price. FLAHERTY & CRUMRINE PREFERRED INCOME FUND (PFD) PREMIUM/DISCOUNT OF MARKET PRICE TO NAV THROUGH JUNE 30, 2008 (LINE CHART) Date Prem/Disc ---- --------- 12/28/90 1/4/91 1/11/91 1/18/91 1/25/91 2/1/91 2/8/91 0.0842 2/15/91 0.0438 2/22/91 0.0395 3/1/91 0.0424 3/8/91 0.0183 3/15/91 0.0151 3/22/91 0.0201 3/29/91 0.023 4/5/91 0.0149 4/12/91 0.0196 4/19/91 0.0314 4/26/91 0.0268 5/3/91 0.023 5/10/91 0.0199 5/17/91 0.0146 5/24/91 0.0219 5/31/91 0.051 6/7/91 0.0423 6/14/91 0.0417 6/21/91 0.0536 6/28/91 0.0659 7/5/91 0.0726 7/12/91 0.0659 7/19/91 0.0643 7/26/91 0.0549 8/2/91 0.0678 8/9/91 0.054 8/16/91 0.0449 8/23/91 0.0648 8/30/91 0.0314 9/6/91 0.057 9/13/91 0.0883 9/20/91 0.0651 9/27/91 0.0682 10/4/91 0.0764 10/11/91 0.0745 10/18/91 0.0719 10/25/91 0.0662 11/1/91 0.0693 11/8/91 0.0827 11/15/91 0.0801 11/22/91 0.065 11/29/91 0.0807 12/6/91 0.0716 12/13/91 0.0791 12/20/91 0.0839 12/27/91 0.1136 1/3/92 0.1091 1/10/92 0.1116 1/17/92 0.0978 1/24/92 0.0912 1/31/92 0.0417 2/7/92 0.0478 2/14/92 0.0613 2/21/92 0.0417 2/28/92 0.0381 3/6/92 0.0339 3/13/92 0.0447 3/20/92 0.0387 3/27/92 0.0327 4/3/92 0.0357 4/10/92 0.0452 4/17/92 0.0464 4/24/92 0.0423 5/1/92 0.0523 5/8/92 0.0382 5/15/92 0.0347 5/22/92 0.0083 5/29/92 0.0039 6/5/92 0.0302 6/12/92 0.0239 6/19/92 0.0227 6/26/92 0.0491 7/3/92 0.0491 7/10/92 0.0593 7/17/92 0.057 7/24/92 0.0712 7/31/92 0.058 8/7/92 0.0601 8/14/92 0.0389 8/21/92 0.0306 8/28/92 0.025 9/4/92 0.0228 9/11/92 0.0356 9/18/92 0.0489 9/25/92 0.0339 10/2/92 0.065 10/9/92 0.0417 10/16/92 0.0417 10/23/92 0.0378 10/30/92 0.0707 11/6/92 0.0378 11/13/92 0.059 11/20/92 0.0349 11/27/92 0.0506 12/4/92 0.068 12/11/92 0.0601 12/18/92 0.0582 12/25/92 0.0618 1/1/93 0.0739 1/8/93 0.0987 1/15/93 0.1145 1/22/93 0.1021 1/29/93 0.076 2/5/93 0.053 2/12/93 0.0452 2/19/93 0.0434 2/26/93 0.0628 3/5/93 0.0909 3/12/93 0.0538 3/19/93 0.0248 3/26/93 0.0638 4/2/93 0.0806 4/9/93 0.0764 4/16/93 0.0671 4/23/93 0.0764 4/30/93 0.0677 5/7/93 0.0918 5/14/93 0.0779 5/21/93 0.07 5/28/93 0.074 6/4/93 0.0497 6/11/93 0.0388 6/18/93 0.056 6/25/93 0.0703 7/2/93 0.0451 7/9/93 0.0541 7/16/93 0.049 7/23/93 0.0576 7/30/93 0.0598 8/6/93 0.079 8/13/93 0.0484 8/20/93 0.0377 8/27/93 0.0434 9/3/93 0.045 9/10/93 0.0361 9/17/93 0.0467 9/24/93 0.0321 10/1/93 0.0293 10/8/93 0.011 10/15/93 0.0173 10/22/93 0.0048 10/29/93 -0.0075 11/5/93 0.0095 11/12/93 0.0019 11/19/93 -0.0316 11/26/93 0.003 12/3/93 -0.0175 12/10/93 -0.0103 12/17/93 0.0323 12/24/93 -0.0051 12/31/93 -0.0287 1/7/94 0.0093 1/14/94 0.0149 1/21/94 -0.0126 1/28/94 -0.0316 2/4/94 -0.0196 2/11/94 -0.0224 2/18/94 -0.0741 2/25/94 -0.0539 3/4/94 -0.0092 3/11/94 -0.027 3/18/94 -0.0379 3/25/94 -0.0505 4/1/94 -0.0466 4/8/94 -0.0713 4/15/94 -0.0596 4/22/94 -0.0598 4/29/94 -0.0863 5/6/94 -0.0581 5/13/94 -0.0635 5/20/94 -0.0409 5/27/94 -0.0397 6/3/94 -0.0289 6/10/94 0.0146 6/17/94 -0.0037 6/24/94 0.0175 7/1/94 0.0006 7/8/94 0.0299 7/15/94 0.0188 7/22/94 -0.0084 7/29/94 -0.0082 8/5/94 -0.0161 8/12/94 -0.0215 8/19/94 -0.0263 8/26/94 -0.0439 9/2/94 -0.0379 9/9/94 -0.0232 9/16/94 -0.0293 9/23/94 -0.0273 9/30/94 -0.0565 10/7/94 -0.1141 10/14/94 -0.1089 10/21/94 -0.1416 10/28/94 -0.0732 11/4/94 -0.0783 11/11/94 -0.0912 11/18/94 -0.0951 11/25/94 -0.0788 12/2/94 -0.0593 12/9/94 -0.0508 12/16/94 -0.0554 12/23/94 -0.0822 12/30/94 -0.0836 1/6/95 -0.0201 1/13/95 -0.0134 1/20/95 -0.0525 1/27/95 -0.0697 2/3/95 0.0061 2/10/95 -0.0289 2/17/95 -0.0419 2/24/95 -0.0004 3/3/95 0.0035 3/10/95 -0.0445 3/17/95 -0.0666 3/24/95 -0.0568 3/31/95 -0.029 4/7/95 -0.0256 4/14/95 -0.0217 4/21/95 -0.0439 4/28/95 -0.0271 5/5/95 -0.0398 5/12/95 -0.0178 5/19/95 -0.041 5/26/95 -0.087 6/2/95 -0.0259 6/9/95 -0.0608 6/16/95 -0.0759 6/23/95 -0.0884 6/30/95 -0.0753 7/7/95 -0.0844 7/14/95 -0.0995 7/21/95 -0.0976 7/28/95 -0.0917 8/4/95 -0.0888 8/11/95 -0.0935 8/18/95 -0.0942 8/25/95 -0.0832 9/1/95 -0.0698 9/8/95 -0.0816 9/15/95 -0.0968 9/22/95 -0.0978 9/29/95 -0.0816 10/6/95 -0.0974 10/13/95 -0.1094 10/20/95 -0.1048 10/27/95 -0.121 11/3/95 -0.1151 11/10/95 -0.1146 11/17/95 -0.1117 11/24/95 -0.1043 12/1/95 -0.1071 12/8/95 -0.1192 12/15/95 -0.1244 12/22/95 -0.1337 12/29/95 -0.1313 1/5/96 -0.1365 1/12/96 -0.1354 1/19/96 -0.1379 1/26/96 -0.1251 2/2/96 -0.1244 2/9/96 -0.1238 2/16/96 -0.136 2/23/96 -0.1281 3/1/96 -0.1118 3/8/96 -0.1332 3/15/96 -0.1521 3/22/96 -0.1564 3/29/96 -0.1464 4/5/96 -0.1343 4/12/96 -0.1477 4/19/96 -0.1402 4/26/96 -0.1488 5/3/96 -0.1477 5/10/96 -0.1452 5/17/96 -0.1363 5/24/96 -0.1432 5/31/96 -0.1111 6/7/96 -0.118 6/14/96 -0.1003 6/21/96 -0.1129 6/28/96 -0.1049 7/5/96 -0.095 7/12/96 -0.098 7/19/96 -0.1071 7/26/96 -0.1077 8/2/96 -0.1105 8/9/96 -0.0574 8/16/96 -0.0714 8/23/96 -0.0705 8/30/96 -0.0669 9/6/96 -0.0824 9/13/96 -0.0756 9/20/96 -0.1186 9/27/96 -0.1106 10/4/96 -0.0861 10/11/96 -0.0941 10/18/96 -0.1077 10/25/96 -0.0858 11/1/96 -0.0778 11/8/96 -0.0831 11/15/96 -0.0833 11/22/96 -0.0653 11/29/96 -0.0606 12/6/96 -0.0667 12/13/96 -0.0831 12/20/96 -0.0749 12/27/96 -0.075 1/3/97 -0.0242 1/10/97 -0.0291 1/17/97 -0.0465 1/24/97 -0.041 1/31/97 -0.0459 2/7/97 -0.0675 2/14/97 -0.0544 2/21/97 -0.0539 2/28/97 -0.055 3/7/97 -0.0584 3/14/97 -0.0637 3/21/97 -0.0752 3/28/97 -0.0584 4/4/97 -0.0627 4/11/97 -0.0881 4/18/97 -0.0976 4/25/97 -0.0852 5/2/97 -0.0451 5/9/97 -0.0578 5/16/97 -0.0529 5/23/97 -0.0554 5/30/97 -0.0541 6/6/97 -0.051 6/13/97 -0.0486 6/20/97 -0.0486 6/27/97 -0.0429 7/4/97 -0.0308 7/11/97 -0.0537 7/18/97 -0.0583 7/25/97 -0.0519 8/1/97 -0.0498 8/8/97 -0.0583 8/15/97 -0.0708 8/22/97 -0.0739 8/29/97 -0.0469 9/5/97 -0.0595 9/12/97 -0.0623 9/19/97 -0.0651 9/26/97 -0.0604 10/3/97 -0.0299 10/10/97 -0.0385 10/17/97 -0.0477 10/24/97 -0.0558 10/31/97 -0.0517 11/7/97 -0.0425 11/14/97 -0.0554 11/21/97 -0.067 11/28/97 -0.0313 12/5/97 -0.0431 12/12/97 -0.0519 12/19/97 -0.0632 12/26/97 -0.0621 1/2/98 -0.009 1/9/98 -0.0211 1/16/98 -0.0012 1/23/98 -0.0431 1/30/98 -0.0358 2/6/98 -0.0364 2/13/98 -0.0474 2/20/98 -0.0466 2/27/98 -0.0446 3/6/98 -0.048 3/13/98 -0.0595 3/20/98 -0.0437 3/27/98 -0.0518 4/3/98 -0.0645 4/10/98 -0.0509 4/17/98 -0.058 4/24/98 -0.0663 5/1/98 -0.0422 5/8/98 -0.0589 5/15/98 -0.0681 5/22/98 -0.0702 5/29/98 -0.0496 6/5/98 -0.0556 6/12/98 -0.0586 6/19/98 -0.0599 6/26/98 -0.0479 7/3/98 -0.0496 7/10/98 -0.0558 7/17/98 -0.0565 7/24/98 -0.0645 7/31/98 -0.0503 8/7/98 -0.0614 8/14/98 -0.0779 8/21/98 -0.075 8/28/98 -0.0448 9/4/98 -0.0448 9/11/98 -0.0379 9/18/98 -0.0326 9/25/98 -0.0367 10/2/98 -0.0379 10/9/98 -0.0249 10/16/98 -0.0228 10/23/98 -0.0117 10/30/98 -0.0091 11/6/98 -0.014 11/13/98 -0.0423 11/20/98 -0.0394 11/27/98 -0.0267 12/4/98 -0.0373 12/11/98 -0.0212 12/18/98 -0.0355 12/25/98 -0.0127 1/1/99 -0.0106 1/8/99 -0.0182 1/15/99 -0.0372 1/22/99 -0.0557 1/29/99 -0.0557 2/5/99 -0.0536 2/12/99 -0.0687 2/19/99 -0.0647 2/26/99 -0.1014 3/5/99 -0.0826 3/12/99 -0.0747 3/19/99 -0.0935 3/26/99 -0.106 4/2/99 -0.0802 4/9/99 -0.0969 4/16/99 -0.1003 4/23/99 -0.0957 4/30/99 -0.0946 5/7/99 -0.0962 5/14/99 -0.0928 5/21/99 -0.1146 5/28/99 -0.1048 6/4/99 -0.1014 6/11/99 -0.0991 6/18/99 -0.0927 6/25/99 -0.1031 7/2/99 -0.0979 7/9/99 -0.0938 7/16/99 -0.1037 7/23/99 -0.0747 7/30/99 -0.0751 8/6/99 -0.0792 8/13/99 -0.0963 8/20/99 -0.0946 8/27/99 -0.0911 9/3/99 -0.1071 9/10/99 -0.0892 9/17/99 -0.1065 9/24/99 -0.0788 10/1/99 -0.0703 10/8/99 -0.0727 10/15/99 -0.1442 10/22/99 -0.1279 10/29/99 -0.1431 11/5/99 -0.1368 11/12/99 -0.1373 11/19/99 -0.1078 11/26/99 -0.1207 12/3/99 -0.1115 12/10/99 -0.1164 12/17/99 -0.1277 12/24/99 -0.1624 12/31/99 -0.1084 1/7/00 -0.0771 1/14/00 -0.0451 1/21/00 -0.1203 1/28/00 -0.1392 2/4/00 -0.0511 2/11/00 -0.0641 2/18/00 -0.0872 2/25/00 -0.0812 3/3/00 -0.0585 3/10/00 -0.0526 3/17/00 -0.0706 3/24/00 -0.1058 3/31/00 -0.1052 4/7/00 -0.0782 4/14/00 -0.0904 4/21/00 -0.0868 4/28/00 -0.0757 5/5/00 -0.0591 5/12/00 -0.0608 5/19/00 -0.0438 5/26/00 -0.0407 6/2/00 -0.0482 6/9/00 -0.0639 6/16/00 -0.067 6/23/00 -0.0678 6/30/00 -0.08 7/7/00 -0.0807 7/14/00 -0.0755 7/21/00 -0.0842 7/28/00 -0.0816 8/4/00 -0.0851 8/11/00 -0.0865 8/18/00 -0.0672 8/25/00 -0.0851 9/1/00 -0.0681 9/8/00 -0.0794 9/15/00 -0.0858 9/22/00 -0.0905 9/29/00 -0.1071 10/6/00 -0.0866 10/13/00 -0.0872 10/20/00 -0.0845 10/27/00 -0.0695 11/3/00 -0.0571 11/10/00 -0.0734 11/17/00 -0.0991 11/24/00 -0.1379 12/1/00 -0.0864 12/8/00 -0.0877 12/15/00 -0.1171 12/22/00 -0.0939 12/29/00 -0.0965 1/5/01 -0.0328 1/12/01 0.0028 1/19/01 -0.0285 1/26/01 -0.036 2/2/01 -0.0414 2/9/01 -0.029 2/16/01 -0.0314 2/23/01 -0.0321 3/2/01 0.0007 3/9/01 -0.0517 3/16/01 -0.0586 3/23/01 -0.0288 3/30/01 -0.0203 4/6/01 -0.0094 4/13/01 0.0117 4/20/01 -0.0229 4/27/01 -0.0088 5/4/01 0.0072 5/11/01 -0.0146 5/18/01 0.0029 5/25/01 -0.016 6/1/01 0.018 6/8/01 -0.0215 6/15/01 -0.0405 6/22/01 -0.0503 6/29/01 -0.0258 7/6/01 0.0064 7/13/01 -0.041 7/20/01 0.0021 7/27/01 0.0308 8/3/01 -0.0175 8/10/01 -0.0473 8/17/01 -0.0282 8/24/01 -0.0221 8/31/01 -0.0475 9/7/01 -0.0007 9/14/01 -0.0007 9/21/01 -0.0173 9/28/01 -0.012 10/5/01 0.0069 10/12/01 0.023 10/19/01 -0.009 10/26/01 0.0275 11/2/01 0.0089 11/9/01 0.0034 11/16/01 0.0178 11/23/01 0.022 11/30/01 -0.0096 12/7/01 0.0138 12/14/01 0.0152 12/21/01 0.043 12/28/01 0.0271 1/4/02 0.0437 1/11/02 0.0323 1/18/02 0.0447 1/25/02 0.0608 2/1/02 0.0754 2/8/02 0.0924 2/15/02 0.0755 2/22/02 0.1158 3/1/02 0.1186 3/8/02 0.0395 3/15/02 0.0437 3/22/02 0.0212 3/29/02 0.0212 4/5/02 0.0246 4/12/02 0.0423 4/19/02 0.0539 4/26/02 0.0312 5/3/02 0.0468 5/10/02 0.0408 5/17/02 0.0434 5/24/02 0.0542 5/31/02 0.0543 6/7/02 0.0704 6/14/02 0.0505 6/21/02 0.0478 6/28/02 0.087 7/5/02 0.0691 7/12/02 0.0545 7/19/02 0.1276 7/26/02 0.1241 8/2/02 0.1051 8/9/02 0.0865 8/16/02 0.1032 8/23/02 0.1103 8/30/02 0.1209 9/6/02 0.1169 9/13/02 0.0972 9/20/02 0.0948 9/27/02 0.0932 10/4/02 0.111 10/11/02 0.1724 10/18/02 0.0412 10/25/02 0.0914 11/1/02 0.0724 11/8/02 0.1039 11/15/02 0.1113 11/22/02 0.055 11/29/02 0.1005 12/6/02 0.1217 12/13/02 0.0917 12/20/02 0.1085 12/27/02 0.1129 1/3/03 0.1149 1/10/03 0.0859 1/17/03 0.1459 1/24/03 0.1461 1/31/03 0.1557 2/7/03 0.1483 2/14/03 0.1544 2/21/03 0.145 2/28/03 0.1285 3/7/03 0.1442 3/14/03 0.1508 3/21/03 0.1146 3/28/03 0.1098 4/4/03 0.1478 4/11/03 0.1382 4/18/03 0.1384 4/25/03 0.1251 5/2/03 0.0749 5/9/03 0.0459 5/16/03 0.0373 5/23/03 0.0371 5/30/03 0.0701 6/6/03 0.0286 6/13/03 0.0336 6/20/03 0.0453 6/27/03 0.0483 7/4/03 0.0605 7/11/03 0.0217 7/18/03 0.009 7/25/03 0.002 8/1/03 -0.0282 8/8/03 -0.0206 8/15/03 -0.023 8/22/03 -0.0148 8/29/03 -0.0019 9/5/03 0.0026 9/12/03 -0.0051 9/19/03 -0.0151 9/26/03 -0.0393 10/3/03 -0.0233 10/10/03 -0.0196 10/17/03 -0.0309 10/24/03 -0.022 10/31/03 0.0314 11/7/03 0.0076 11/14/03 0.0413 11/21/03 0.0882 11/28/03 0.1136 12/5/03 0.1202 12/12/03 0.1321 12/19/03 0.1348 12/26/03 0.1471 1/2/04 0.155 1/9/04 0.1432 1/16/04 0.1418 1/23/04 0.1599 1/30/04 0.1306 2/6/04 0.134 2/13/04 0.1366 2/20/04 0.1633 2/27/04 0.1588 3/5/04 0.1749 3/12/04 0.169 3/19/04 0.1859 3/26/04 0.2086 4/2/04 0.181 4/9/04 0.0637 4/16/04 0.0453 4/23/04 0.0119 4/30/04 0.0107 5/7/04 -0.0108 5/14/04 0.0206 5/21/04 0.0682 5/28/04 0.1405 6/4/04 0.118 6/11/04 0.1393 6/18/04 0.1446 6/25/04 0.1479 7/2/04 0.139 7/9/04 0.1269 7/16/04 0.1148 7/23/04 0.1175 7/30/04 0.0982 8/6/04 0.1063 8/13/04 0.1201 8/20/04 0.1635 8/27/04 0.1613 9/3/04 0.1708 9/10/04 0.1722 9/17/04 0.1653 9/24/04 0.1349 10/1/04 0.1391 10/8/04 0.1691 10/15/04 0.1668 10/22/04 0.1718 10/29/04 0.1626 11/5/04 0.1553 11/12/04 0.1617 11/19/04 0.1706 11/26/04 0.1659 12/3/04 0.098 12/10/04 0.0919 12/17/04 0.1169 12/24/04 0.1499 12/31/04 0.1485 1/7/05 0.1541 1/14/05 0.1296 1/21/05 0.1385 1/28/05 0.1461 2/4/05 0.1303 2/11/05 0.1475 2/18/05 0.1687 2/25/05 0.1578 3/4/05 0.13 3/11/05 0.1076 3/18/05 0.0069 3/25/05 -0.0114 4/1/05 0.0025 4/8/05 0.0214 4/15/05 0.0206 4/22/05 0.0056 4/29/05 0.0449 5/6/05 0.0592 5/13/05 0.0462 5/20/05 0.0477 5/27/05 0.047 6/3/05 0.0546 6/10/05 0.0631 6/17/05 0.0377 6/24/05 0.0456 7/1/05 0.0848 7/8/05 0.1081 7/15/05 0.1289 7/22/05 0.1312 7/29/05 0.1009 8/5/05 0.1136 8/12/05 0.1132 8/19/05 0.1237 8/26/05 0.1152 9/2/05 0.1153 9/9/05 0.1387 9/16/05 0.1465 9/23/05 0.1068 9/30/05 0.0504 10/7/05 0.0924 10/14/05 0.0507 10/21/05 0.0378 10/28/05 0.0252 11/4/05 0.0262 11/11/05 0.0502 11/18/05 0.0698 11/25/05 0.0885 12/2/05 0.0479 12/9/05 0.0603 12/16/05 0.047 12/23/05 0.0461 12/30/05 0.0462 1/6/06 0.0636 1/13/06 0.0542 1/20/06 0.0823 1/27/06 0.0977 2/3/06 0.0877 2/10/06 0.0797 2/17/06 0.0775 2/24/06 0.0689 3/3/06 0.0945 3/10/06 0.0561 3/17/06 0.0425 3/24/06 0.0388 3/31/06 0.0442 4/7/06 0.0384 4/14/06 0.0162 4/21/06 0.0065 4/28/06 0.021 5/5/06 0.0256 5/12/06 0.0355 5/19/06 0.0242 5/26/06 0.0205 6/2/06 0.0244 6/9/06 0.0013 6/16/06 0.014 6/23/06 0.0228 6/30/06 0.0167 7/7/06 0.0073 7/14/06 0.0073 7/21/06 0.0413 7/28/06 0.0605 8/4/06 0.0603 8/11/06 0.074 8/18/06 0.0552 8/25/06 0.0672 9/1/06 0.0869 9/8/06 0.0773 9/15/06 0.0778 9/22/06 0.0616 9/29/06 0.07 10/6/06 0.0924 10/13/06 0.0805 10/20/06 0.0841 10/27/06 0.0695 11/3/06 0.0722 11/10/06 0.071 11/17/06 0.0739 11/24/06 0.0843 12/1/06 0.0601 12/8/06 0.077 12/15/06 0.0785 12/22/06 0.0789 12/29/06 0.0835 1/5/07 0.0842 1/12/07 0.1124 1/19/07 0.1108 1/26/07 0.1283 2/2/07 0.1076 2/9/07 0.1283 2/16/07 0.0955 2/23/07 0.1051 3/2/07 0.0724 3/9/07 0.0751 3/16/07 0.0679 3/23/07 0.1049 3/30/07 0.1061 4/5/07 0.1342 4/13/07 0.1107 4/20/07 0.1115 4/27/07 0.1005 5/4/07 0.0777 5/11/07 0.0415 5/18/07 0.0523 5/25/07 0.0594 6/1/07 0.0726 6/8/07 0.0618 6/15/07 0.0896 6/22/07 0.0967 6/29/07 0.0761 7/6/07 0.0543 7/13/07 0.0388 7/20/07 0.0385 7/27/07 0.0836 8/3/07 0.0789 8/10/07 0.0406 8/17/07 -0.0186 8/24/07 0.0227 8/31/07 -0.0042 9/7/07 0.0119 9/14/07 0.0351 9/21/07 0.0527 9/28/07 0.0352 10/5/07 0.0466 10/12/07 -0.0147 10/19/07 -0.0333 10/26/07 -0.012 11/2/07 -0.0401 11/9/07 -0.084 11/16/07 -0.0359 11/23/07 -0.0448 11/30/07 -0.0342 12/7/07 -0.041 12/14/07 -0.0496 12/21/07 -0.0189 12/28/07 -0.031 1/4/08 -0.0063 1/11/08 -0.0195 1/18/08 -0.0078 1/25/08 0.0804 2/1/08 -0.0115 2/8/08 0.0016 2/15/08 -0.0508 2/22/08 -0.0345 2/29/08 -0.0491 3/7/08 -0.0076 3/14/08 -0.0617 3/20/08 -0.0411 3/28/08 -0.0564 4/4/08 -0.0664 4/11/08 -0.0675 4/18/08 -0.0617 4/25/08 0.0054 5/2/08 -0.015 5/9/08 -0.0279 5/16/08 0.0088 5/23/08 0.0329 5/30/08 0.052 6/6/08 0.0422 6/13/08 0.0287 6/20/08 0.0439 6/27/08 -0.0048 6/30/08 0.0156 THE FUND'S PREFERRED SECURITIES PORTFOLIO AND COMPONENTS OF TOTAL RETURN ON NAV The table below reflects the performance of each investment category used by the Fund to achieve its objective, namely: (a) investing in a portfolio of securities; (b) hedging that portfolio of securities against significant increases in long-term U.S. Treasury interest rates; and (c) using leverage to enhance returns to common stock shareholders. The table then adjusts for the impact of the Fund's expenses to arrive at a total return on NAV (which factors in all of these items). COMPONENTS OF PFD'S TOTAL RETURN ON NAV FOR SIX MONTHS ENDED MAY 31, 2008 Total Return on Unleveraged Securities Portfolio (including principal and income).............. (4.41)% Return from Interest Rate Hedging Strategy....... 0.01% Impact of Leverage............................... (4.24)% Expenses......................................... (0.98)% ----- TOTAL RETURN ON NAV........................... (9.62)% ===== 4 While the Fund's strategy of using leverage continues to provide Common Stock shareholders with additional income, this strategy does amplify changes in principal -- both positively and negatively. Consequently, for the six months ended May 31, 2008, leverage, in effect, doubled the losses suffered in the portfolio. STRUCTURE OF PREFERRED SECURITIES MARKET As indicated in the shareholder letter, the preferred securities market is dominated by financial issuers such as banks, insurance companies and broker-dealers. The following chart illustrates the various types of issuers of preferred securities using market information maintained by the Fund's adviser, Flaherty & Crumrine Incorporated PREFERRED MARKET INDUSTRY BREAKDOWN AS PERCENTAGE OF TOTAL $436 BILLION OUTSTANDING 7/1/2008 (PIE CHART) Bank 51 Finance 15 Insurance 12 Utility 4 REIT 5 Energy 1 Communications 2 U.S. Government Agency 7 Miscellaneous 3 SPECIAL SHAREHOLDERS MEETING AND LEVERAGE The Fund has leveraged the returns to common stock shareholders through the issuance of Auction Preferred Stock ("APS"). APS pay dividends which are reset periodically through a Dutch auction process. In the past, rates paid on APS have correlated well with short-term market benchmarks, and have been well below what the Fund earned on its investments. This positive "spread" between the Fund's investments and the cost of the APS is passed on to common stock shareholders as additional income. The APS issued by the Fund are highly rated by the rating agencies: Aa1 by Moody's and AAA by Fitch. In order to maintain these ratings, the Fund maintains sufficient asset coverage relative to the APS and any other liabilities of the Fund at all times. Further, under the Investment Company Act of 1940 (the "1940 Act"), the market value of the assets of the Fund must exceed the amount of APS outstanding by at least two times. 5 In February, the entire auction-rate securities market collapsed, as there were not sufficient buyers to reach a clearing level in the auctions. Under the terms of the APS, the Fund must pay dividends according to a maximum rate formula if the auction does not find a clearing level. Maximum rates on the APS are high relative to the short-term benchmarks to which they are often compared. However, they are currently lower than the rates paid by the Fund in late 2007, primarily due to the easing of monetary policy by the Federal Reserve that led all short-term interest rates lower. While the Fund is not obligated to redeem the APS by their terms and may continue to pay maximum rates, continuous failed auctions over a long period of time may not be in the best interest of the Fund or either the holders of the APS or the common stock of the Funds. With this in mind, the Board of Directors and Fund management began evaluating refinancing options. In May 2008, the Fund held a special shareholders meeting which approved changes to the Fund's investment policies and advisory agreement, which are intended to give the Fund greater flexibility in responding to the turbulence in the auction market that sets the rates paid on the APS. As a result of these changes, the Fund now has the option of using borrowing or other debt financing as a means of leverage. Since the shareholders meeting, the combination of financing availability, asset coverage and rating agency considerations has so far prevented the Fund from refinancing its leverage. The Fund continues to evaluate liquidity solutions that could enable it to redeem some or all of the APS consistent with the interests of all Fund shareholders; however, it is not certain when, or if, those liquidity solutions will be available to APS holders. 6 Flaherty & Crumrine Preferred Income Fund Incorporated PORTFOLIO OVERVIEW MAY 31, 2008 (UNAUDITED) FUND STATISTICS ON 5/31/08 Net Asset Value $ 11.15 Market Price $ 11.73 Premium 5.20% Yield on Market Price 7.93% Common Stock Shares Outstanding 10,550,676 MOODY'S RATINGS % OF PORTFOLIO --------------- -------------- AA 5.1% A 25.2% BBB 42.6% BB 21.1% Below "BB" 0.3% Not Rated 5.7% ---- Below Investment Grade* 17.7% * BELOW INVESTMENT GRADE BY BOTH MOODY'S AND S&P. (PIE CHART) Banking 35 Utilities 27 Financial Services 14 Insurance 14 Energy 6 REITs 1 Other 2 TOP 10 HOLDINGS BY ISSUER % OF PORTFOLIO ------------------------- -------------- Interstate Power & Light 5.5% Merrill Lynch 4.5% Banco Santander 4.0% Liberty Mutual Group 4.0% FBOP Corp 3.5% National City 3.4% SLM Corp 3.1% Midamerican Energy 2.5% PNC Financial Services 2.5% Citigroup 2.4% % OF PORTFOLIO** ---------------- Holdings Generating Qualified Dividend Income (QDI) for Individuals 63% Holdings Generating Income Eligible for the Corporate Dividends Received Deduction (DRD) 56% ** THIS DOES NOT REFLECT YEAR-END RESULTS OR ACTUAL TAX CATEGORIZATION OF FUND DISTRIBUTIONS. THESE PERCENTAGES CAN, AND DO, CHANGE, PERHAPS SIGNIFICANTLY, DEPENDING ON MARKET CONDITIONS. INVESTORS SHOULD CONSULT THEIR TAX ADVISOR REGARDING THEIR PERSONAL SITUATION. 7 Flaherty & Crumrine Preferred Income Fund Incorporated PORTFOLIO OF INVESTMENTS MAY 31, 2008 (UNAUDITED) SHARES/$ PAR VALUE ------------ ------------ PREFERRED SECURITIES -- 96.1% BANKING -- 35.0% $3,000,000 Astoria Capital Trust I, 9.75% 11/01/29, Series B ................................. $ 3,139,800 Banco Santander: 25,000 Adj. Rate Pfd. ................................................................. 444,250**(1) 285,900 6.50% Pfd. ..................................................................... 6,093,244**(1) 63,200 6.80% Pfd. ..................................................................... 1,445,700**(1) 88,000 Bank of America Corporation, 8.20% Pfd., Series H ................................. 2,191,200* 25,000 Barclays Bank PLC, 8.125% Pfd., Series 5 .......................................... 629,250**(1) $2,500,000 Capital One Capital III, 7.686% 08/15/36 .......................................... 2,083,000 $5,210,000 CBG Florida REIT Corporation, 7.114%, 144A**** .................................... 2,139,747 Citigroup, Inc.: 155,000 8.125% Pfd., Series AA ......................................................... 3,816,875* 35,000 8.50% Pfd., Series F ........................................................... 871,500* 19,648 Citizens Funding Trust I, 7.50% Pfd. 09/15/66 ..................................... 320,704 50,000 Cobank, ACB, 7.00% Pfd., 144A**** ................................................. 2,205,000* $4,400,000 Comerica Capital Trust II, 6.576% 02/20/37 ........................................ 3,022,360 9,000 FBOP Corporation, Adj. Rate Pfd., 144A**** ........................................ 6,885,000* $2,250,000 First Hawaiian Capital I, 8.343% 07/01/27, Series B ............................... 2,166,525(1) $1,500,000 First Union Capital II, 7.95% 11/15/29 ............................................ 1,451,761 $ 550,000 HBOS PLC, 6.657%, 144A**** ........................................................ 427,790**(1) 4,400 HSBC Series II, Variable Inverse Pfd., Pvt. ....................................... 1,834,800* 2,500 HSBC USA, Inc., $2.8575 Pfd. ...................................................... 107,400* $3,200,000 JPMorgan Chase & Co., 7.90%, Series I ............................................. 3,155,520* 40,000 Keycorp Capital IX, 6.75% Pfd. 12/15/66 ........................................... 805,700 274,200 National City Corporation, 9.875% Pfd. ............................................ 6,183,210* 31,500 PFGI Capital Corporation, 7.75% Pfd. .............................................. 604,485 $3,200,000 PNC Financial Services, 8.25%, Series K ........................................... 3,180,800* $1,750,000 PNC Preferred Funding Trust III, 8.70%, 144A**** .................................. 1,752,450 $1,500,000 Regions Financing Trust II, 6.625% 05/15/47 ....................................... 1,075,800 10 Roslyn Real Estate, 8.95% Pfd., Series C, 144A**** ................................ 939,493 88,480 Sovereign Bancorp, 7.30% Pfd., Series C ........................................... 1,791,720* 30,600 Sovereign Capital Trust V, 7.75% Pfd. 05/22/36 .................................... 662,873(2) $1,600,000 Sovereign Capital Trust VI, 7.908% 06/13/36 ....................................... 1,305,760 60,500 U.S. Bancorp, 7.875% Pfd., Series D ............................................... 1,560,900* U.S. Bancorp, Auction Pass-Through Trust, Cl. B: 11 Series 2006-5, Variable Rate Pfd., 144A**** .................................... 0*+ 11 Series 2006-6, Variable Rate Pfd., 144A**** .................................... 0*+ 75,000 Wachovia Corporation, 8.00% Pfd., Series J ........................................ 1,859,250* The accompanying notes are an integral part of the financial statements. 8 Flaherty & Crumrine Preferred Income Fund Incorporated PORTFOLIO OF INVESTMENTS (CONTINUED) MAY 31, 2008 (UNAUDITED) SHARES/$ PAR VALUE ------------ ------------ PREFERRED SECURITIES -- (CONTINUED) BANKING -- (CONTINUED) $1,000,000 Washington Mutual Preferred Funding IV, 9.75%, 144A**** ........................... $ 869,400 $1,600,000 Webster Capital Trust IV, 7.65% 06/15/37 .......................................... 1,077,280 $1,000,000 Wells Fargo Capital XIII, 7.70% ................................................... 1,002,200 ------------ 69,102,747 ------------ FINANCIAL SERVICES -- 13.6% 291,500 CIT Group, Inc., 6.35% Pfd., Series A ............................................. 3,994,279* 25,000 Countrywide Capital IV, 6.75% Pfd. ................................................ 464,813(2) 50,300 Countrywide Capital V, 7.00% Pfd. 11/01/36 ........................................ 911,688(2) 1,250 First Republic Preferred Capital Corporation, 10.50% Pfd., 144A**** ............... 1,363,363 22,500 First Republic Preferred Capital Corporation II, 8.75% Pfd., Series B, 144A**** ... 571,725 Goldman Sachs: 105,900 Adj. Rate Pfd., Series D ....................................................... 2,124,619* 20,200 Cabco Trust Capital I, Adj. Rate Pfd. 02/15/34 ................................. 361,707 11 Pass-Through Certificates, Class B, 144A**** ................................... 387,200*+ 2,500 STRIPES Custodial Receipts, Pvt. ............................................... 957,500* Lehman Brothers Holdings, Inc.: 15,000 5.67% Pfd., Series D ........................................................... 517,500* 10,000 5.94% Pfd., Series C ........................................................... 360,300* 67,500 7.95% Pfd. ..................................................................... 1,552,500* Merrill Lynch: 108,000 Adj. Rate Pfd., Series 5 ....................................................... 1,724,630* 3,000 Series II STRIPES Custodial Receipts, Pvt. ..................................... 30*+ 200,000 6.25% Pfd. ..................................................................... 4,088,000* 53,700 6.70% Pfd. ..................................................................... 1,232,952* SLM Corporation: 9,000 Adj. Rate Pfd., Series B ....................................................... 520,313* 136,855 6.97% Pfd., Series A ........................................................... 5,628,846* ------------ 26,761,965 ------------ INSURANCE -- 11.8% $1,000,000 AMBAC Financial Group, Inc., 6.15% 02/15/37 ....................................... 328,500 $3,750,000 AON Capital Trust A, 8.205% 01/01/27 .............................................. 3,596,625 Arch Capital Group Ltd.: 10,000 7.875% Pfd., Series B .......................................................... 247,188**(1) 36,300 8.00% Pfd., Series A ........................................................... 913,036**(1) The accompanying notes are an integral part of the financial statements. 9 Flaherty & Crumrine Preferred Income Fund Incorporated PORTFOLIO OF INVESTMENTS (CONTINUED) MAY 31, 2008 (UNAUDITED) SHARES/$ PAR VALUE ------------ ------------ PREFERRED SECURITIES -- (CONTINUED) INSURANCE -- (CONTINUED) 30,900 Axis Capital Holdings, 7.50% Pfd., Series B ....................................... $ 2,758,752(1) 90,600 Delphi Financial Group, 7.376% Pfd. 05/15/37 ...................................... 1,843,148 $2,500,000 Everest Re Holdings, 6.60% 05/15/37 ............................................... 1,992,250 Liberty Mutual Group: $4,500,000 7.80% 03/15/37, 144A**** ....................................................... 3,542,850 $ 500,000 10.75% 06/15/58, 144A**** ...................................................... 496,300 $ 500,000 MetLife Capital Trust X, 9.25% 04/08/38, 144A**** ................................. 553,800 50,000 MetLife, Inc., 6.50% Pfd., Series B ............................................... 1,129,690* $2,000,000 PartnerRe Finance II, 6.44% 12/01/66 .............................................. 1,648,800(1) Renaissancere Holdings Ltd.: 44,650 6.08% Pfd., Series C ........................................................... 851,476**(1) 94,300 6.60% Pfd., Series D ........................................................... 1,972,756**(1) 2,100 7.30% Pfd., Series B ........................................................... 48,032**(1) 119,500 Scottish Re Group Ltd., 7.25% Pfd. ................................................ 634,844**(1)+ $ 750,000 USF&G Capital, 8.312% 07/01/46, 144A**** .......................................... 796,500 ------------ 23,354,547 ------------ UTILITIES -- 26.7% Alabama Power Company: 300 4.52% Pfd. ..................................................................... 22,167* 5,734 4.72% Pfd. ..................................................................... 442,435* 5,000 Baltimore Gas & Electric Company, 6.70% Pfd., Series 1993 ......................... 495,100* 115,000 Calenergy Capital Trust III, 6.50% Pfd. 09/01/27 .................................. 5,034,700 900 Central Hudson Gas & Electric Corporation, 4.96% Pfd., Series E, Pvt. ............. 75,753* 5,560 Central Vermont Public Service Corporation, 8.30% Sinking Fund Pfd., Pvt. ......... 572,791* Connecticut Light & Power Company: 34,300 5.28% Pfd., Series 1967 ........................................................ 1,470,098* 1,905 6.56% Pfd., Series 1968 ........................................................ 93,135* 2,100 Consolidated Edison Company of New York, 4.65% Pfd., Series C ..................... 169,806* $ 500,000 Dominion Resources, Inc., 7.50% ................................................... 466,350 Duquesne Light Company: 7,675 4.10% Pfd. ..................................................................... 254,657* 9,190 4.15% Pfd. ..................................................................... 308,600* 910 4.20% Pfd. ..................................................................... 30,931* 5,490 $2.10 Pfd., Series A ........................................................... 186,605* The accompanying notes are an integral part of the financial statements. 10 Flaherty & Crumrine Preferred Income Fund Incorporated PORTFOLIO OF INVESTMENTS (CONTINUED) MAY 31, 2008 (UNAUDITED) SHARES/$ PAR VALUE ------------ ------------ PREFERRED SECURITIES -- (CONTINUED) UTILITIES -- (CONTINUED) 100,000 Entergy Arkansas, Inc., 6.45% Pfd. ................................................ $ 2,402,000* 46,000 Entergy Louisiana, Inc., 6.95% Pfd. ............................................... 4,525,020* 5,000 Entergy Mississippi, Inc., 4.92% Pfd. ............................................. 420,400* 18,535 Florida Power Company, 4.75% Pfd. ................................................. 1,525,801* Georgia Power Company: 13,100 6.125% Pfd. .................................................................... 324,094* 5,500 6.50% Pfd., Series 07-A ........................................................ 540,540* 2,010 Great Plains Energy, Inc., 4.50% Pfd. ............................................. 160,679* 50,000 Hawaiian Electric Company, Inc., 5.25% Pfd., Series H, Pvt. ....................... 873,440* 32,650 Indianapolis Power & Light Company, 5.65% Pfd. .................................... 2,790,269* 384,000 Interstate Power & Light Company, 8.375% Pfd., Series B ........................... 10,859,520* Pacific Enterprises: 27,430 $4.50 Pfd. ..................................................................... 2,138,991* 10,000 $4.75 Pfd., Series 53 .......................................................... 823,100* 1,095 PacifiCorp, 5.40% Pfd. ............................................................ 111,099* $ 500,000 PECO Energy Capital Trust III, 7.38% 04/06/28, Series D ........................... 487,500 5,000 PPL Electric Utilities Corporation, 6.75% Pfd. .................................... 516,000* $2,975,000 Puget Sound Energy, Inc., 6.974% 06/01/67 ......................................... 2,575,755 77,000 San Diego Gas & Electric Company, $1.70 Pfd. ...................................... 2,021,250* South Carolina Electric & Gas Company: 24,456 5.125% Purchase Fund Pfd., Pvt. ................................................ 1,259,239* 6,703 6.00% Purchase Fund Pfd., Pvt. ................................................. 341,853* 10,000 Southern California Edison, 6.00% Pfd., Series C .................................. 905,200* Southern Union Company: $ 600,000 7.20% 11/01/66 ................................................................. 499,440 15,775 7.55% Pfd. ..................................................................... 401,277* $ 750,000 TXU Electric Capital V, 8.175% 01/30/37 ........................................... 612,450 Union Electric Company: 14,150 4.56% Pfd. ..................................................................... 1,074,268* 18,800 $7.64 Pfd. ..................................................................... 1,852,740* 12,500 Virginia Electric & Power Company, $7.05 Pfd. ..................................... 1,266,798* $1,900,000 Wisconsin Energy Corporation, 6.25% 05/15/67 ...................................... 1,654,520 10,000 Xcel Energy, Inc., 7.60% Pfd. ..................................................... 253,125 ------------ 52,839,496 ------------ The accompanying notes are an integral part of the financial statements. 11 Flaherty & Crumrine Preferred Income Fund Incorporated PORTFOLIO OF INVESTMENTS (CONTINUED) MAY 31, 2008 (UNAUDITED) SHARES/$ PAR VALUE ------------ ------------ PREFERRED SECURITIES -- (CONTINUED) ENERGY -- 5.6% $4,500,000 Enbridge Energy Partners LP, 8.05% 10/01/37 ....................................... $ 4,240,656 $2,600,000 Enterprise Products Partners, 7.034% 01/15/68 ..................................... 2,272,002 3,500 Kinder Morgan GP, Inc., 8.33% Pfd., 144A**** ...................................... 3,564,540* 10,000 Lasmo America Limited, 8.15% Pfd., 144A**** ....................................... 1,020,000*(1) ------------ 11,097,198 ------------ REAL ESTATE INVESTMENT TRUST (REIT) -- 0.9% 40,000 Duke Realty Corporation, 8.375% Pfd., Series O .................................... 1,004,800 30,000 PS Business Parks, Inc., 7.375% Pfd., Series O .................................... 679,875(2) 5,600 Public Storage, Inc., 6.625% Pfd., Series M ....................................... 122,675 ------------ 1,807,350 ------------ MISCELLANEOUS INDUSTRIES -- 2.4% 13,600 E.I. Du Pont de Nemours and Company, $4.50 Pfd., Series B ......................... 1,101,872* 40,000 Ocean Spray Cranberries, Inc., 6.25% Pfd., 144A**** ............................... 3,570,800* ------------ 4,672,672 ------------ U.S. GOVERNMENT AGENCY -- 0.1% 8,000 Fannie Mae, 8.25% Pfd. ............................................................ 196,000* ------------ 196,000 ------------ TOTAL PREFERRED SECURITIES (Cost $218,280,870) ............................................................ 189,831,975 ------------ CORPORATE DEBT SECURITIES -- 2.1% INSURANCE -- 1.9% $4,729,000 Liberty Mutual Insurance, 7.697% 10/15/97, 144A**** ............................... 3,811,101 ------------ 3,811,101 ------------ ENERGY -- 0.2% 11,300 Nexen, Inc., 7.35% Subordinated Notes ............................................. 278,616(1) ------------ 278,616 ------------ TOTAL CORPORATE DEBT SECURITIES (Cost $4,938,670) .............................................................. 4,089,717 ------------ The accompanying notes are an integral part of the financial statements. 12 Flaherty & Crumrine Preferred Income Fund Incorporated PORTFOLIO OF INVESTMENTS (CONTINUED) MAY 31, 2008 (UNAUDITED) SHARES/$ PAR VALUE ------------ ------------ OPTION CONTRACTS -- 0.3% 385 September Put Options on September U.S. Treasury Bond Futures, Expiring 08/23/08 .............................................................. $ 673,750+ ------------ TOTAL OPTION CONTRACTS (Cost $404,909) ................................................................ 673,750 ------------ MONEY MARKET FUND -- 1.5% 3,008,283 BlackRock Provident Institutional, TempFund ....................................... 3,008,283 ------------ TOTAL MONEY MARKET FUND (Cost $3,008,283) .............................................................. 3,008,283 ------------ SECURITIES LENDING COLLATERAL -- 1.2% 2,443,550 BlackRock Institutional Money Market Trust ........................................ 2,443,550 ------------ TOTAL SECURITIES LENDING COLLATERAL (Cost $2,443,550) .............................................................. 2,443,550 ------------ TOTAL INVESTMENTS (Cost $229,076,282***) ............................................... 101.2% 200,047,275 OTHER ASSETS AND LIABILITIES (Net) ..................................................... (1.2)% (2,423,790) ----- ------------ TOTAL NET ASSETS AVAILABLE TO COMMON AND PREFERRED STOCK ............................... 100.0%++ $197,623,485 ----- ------------ AUCTION PREFERRED STOCK (APS) REDEMPTION VALUE ................................................... (80,000,000) ------------ TOTAL NET ASSETS AVAILABLE TO COMMON STOCK ....................................................... $117,623,485 ============ ---------- * Securities eligible for the Dividends Received Deduction and distributing Qualified Dividend Income. ** Securities distributing Qualified Dividend Income only. *** Aggregate cost of securities held. **** Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional buyers. These securities have been determined to be liquid under the guidelines established by the Board of Directors. (1) Foreign Issuer. (2) All or a portion of the security is on loan. + Non-income producing. ++ The percentage shown for each investment category is the total value of that category as a percentage of net assets available to Common and Preferred Stock. ABBREVIATIONS: PFD. -- Preferred Securities PVT. -- Private Placement Securities The accompanying notes are an integral part of the financial statements. 13 Flaherty & Crumrine Preferred Income Fund Incorporated STATEMENT OF ASSETS AND LIABILITIES MAY 31, 2008 (UNAUDITED) ASSETS: Investments, at value (Cost $229,076,282) including $2,351,680 of securities on loan .................................. $200,047,275 Receivable for investments sold ...................................... 323,123 Dividends and interest receivable .................................... 1,939,808 Prepaid expenses ..................................................... 73,116 ------------ Total Assets ................................................... 202,383,322 LIABILITIES: Payable for securities lending collateral ............................ $ 2,443,550 Payable for investments purchased .................................... 1,211,850 Dividends payable to Common Stock Shareholders ....................... 90,033 Investment advisory fee payable ...................................... 95,284 Administration, Transfer Agent and Custodian fees payable ............ 43,275 Professional fees payable ............................................ 135,167 Directors' fees payable .............................................. 3,582 Accrued expenses and other payables .................................. 81,106 Accumulated undeclared distributions to Auction Preferred Stock Shareholders ...................................................... 655,990 ------------ Total Liabilities .............................................. 4,759,837 ------------ AUCTION PREFERRED STOCK (800 SHARES OUTSTANDING) REDEMPTION VALUE ..................................................... 80,000,000 ------------ NET ASSETS AVAILABLE TO COMMON STOCK .................................... $117,623,485 ============ NET ASSETS AVAILABLE TO COMMON STOCK consist of: Distributions in excess of net investment income ..................... $ (1,545,645) Accumulated net realized loss on investments sold .................... (4,118,135) Unrealized depreciation of investments ............................... (29,029,007) Par value of Common Stock ............................................ 105,507 Paid-in capital in excess of par value of Common Stock ............... 152,210,765 ------------ Total Net Assets Available to Common Stock ..................... $117,623,485 ============ NET ASSET VALUE PER SHARE OF COMMON STOCK: Common Stock (10,550,676 shares outstanding) ......................... $ 11.15 ============ The accompanying notes are an integral part of the financial statements. 14 Flaherty & Crumrine Preferred Income Fund Incorporated STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED MAY 31, 2008 (UNAUDITED) INVESTMENT INCOME: Dividends+ .......................................................... $ 5,787,959 Interest ............................................................. 2,406,863 ------------ Total Investment Income ........................................... 8,194,822 EXPENSES: Investment advisory fee .............................................. $ 579,627 Administrator's fee .................................................. 103,200 Auction Preferred Stock broker commissions and auction agent fees .... 103,673 Professional fees .................................................... 143,708 Insurance expense .................................................... 74,548 Transfer Agent fees .................................................. 57,768 Directors' fees ...................................................... 39,345 Custodian fees ....................................................... 13,202 Compliance fees ...................................................... 19,802 Other ................................................................ 101,217 ------------ Total Expenses .................................................... 1,236,090 ------------ NET INVESTMENT INCOME ................................................... 6,958,732 ------------ REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS Net realized gain/(loss) on investments sold during the period ....... (677,740) Net realized gain/(loss) from written options during the period ...... (72,444) Change in net unrealized appreciation/depreciation of investments .... (16,651,843) ------------ NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS ......................... (17,402,027) ------------ DISTRIBUTIONS TO AUCTION PREFERRED STOCK SHAREHOLDERS: From net investment income (including changes in accumulated undeclared distributions) ......................................... (2,463,282) ------------ NET DECREASE IN NET ASSETS TO COMMON STOCK RESULTING FROM OPERATIONS .... $(12,906,577) ============ ---------- + For Federal income tax purposes, a significant portion of this amount may not qualify for the inter-corporate dividends received deduction ("DRD") or as qualified dividend income ("QDI") for individuals. The accompanying notes are an integral part of the financial statements. 15 Flaherty & Crumrine Preferred Income Fund Incorporated STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE TO COMMON STOCK SIX MONTHS ENDED MAY 31, 2008 YEAR ENDED (UNAUDITED) NOVEMBER 30, 2007 ---------------- ----------------- OPERATIONS: Net investment income ................................................ $ 6,958,732 $ 14,206,088 Net realized loss on investments sold during the period .............. (750,184) (2,175,890) Change in net unrealized depreciation of investments ................. (16,651,843) (28,285,941) Distributions to APS* Shareholders from net investment income, including changes in accumulated undeclared distributions ......... (2,463,282) (3,924,462) ------------ ------------ NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ................. (12,906,577) (20,180,205) DISTRIBUTIONS: Dividends paid from net investment income to Common Stock Shareholders(1) ................................................... (5,085,002) (10,848,863) ------------ ------------ TOTAL DISTRIBUTIONS TO COMMON STOCK SHAREHOLDERS ..................... (5,085,002) (10,848,863) FUND SHARE TRANSACTIONS: Increase from shares issued under the Dividend Reinvestment and Cash Purchase Plan ..................................................... 60,549 1,108,498 ------------ ------------ NET INCREASE IN NET ASSETS AVAILABLE TO COMMON STOCK RESULTING FROM FUND SHARE TRANSACTIONS ........................................... 60,549 1,108,498 ------------ ------------ NET DECREASE IN NET ASSETS AVAILABLE TO COMMON STOCK FOR THE PERIOD ..... $(17,931,030) $(29,920,570) ============ ============ NET ASSETS AVAILABLE TO COMMON STOCK: Beginning of period .................................................. $135,554,515 $165,475,085 Net decrease in net assets during the period ......................... (17,931,030) (29,920,570) ------------ ------------ End of period (including distributions in excess of net investment income of ($1,545,645) and ($956,093), respectively) .............. $117,623,485 $135,554,515 ============ ============ ---------- * Auction Preferred Stock (formerly known as Money Market Cumulative Preferred(TM) Stock). (1) May include income earned, but not paid out, in prior fiscal year. The accompanying notes are an integral part of the financial statements. 16 Flaherty & Crumrine Preferred Income Fund Incorporated FINANCIAL HIGHLIGHTS FOR A COMMON STOCK SHARE OUTSTANDING THROUGHOUT EACH PERIOD. Contained below is per share operating performance data, total investment returns, ratios to average net assets and other supplemental data. This information has been derived from information provided in the financial statements and market price data for the Fund's shares. SIX MONTHS ENDED YEAR ENDED NOVEMBER 30, MAY 31, 2008 -------------------------------------------------------- (UNAUDITED) 2007 2006 2005 2004 2003 ---------------- -------- ----------- -------- -------- --------- PER SHARE OPERATING PERFORMANCE: Net asset value, beginning of period ................. $ 12.85 $ 15.80 $ 15.26 $ 15.49 $ 15.85 $ 13.63 -------- -------- -------- -------- -------- -------- INVESTMENT OPERATIONS: Net investment income ................................ 0.66 1.35 1.29 1.22 1.24 1.28 Net realized and unrealized gain/(loss) on investments ....................................... (1.65) (2.90) 0.62 (0.07) (0.31) 2.27 DISTRIBUTIONS TO APS* SHAREHOLDERS: From net investment income ........................... (0.23) (0.37) (0.32) (0.21) (0.11) (0.10) -------- -------- -------- -------- -------- -------- Total from investment operations ..................... (1.22) (1.92) 1.59 0.94 0.82 3.45 -------- -------- -------- -------- -------- -------- DISTRIBUTIONS TO COMMON STOCK SHAREHOLDERS: From net investment income ........................... (0.48) (1.03) (1.05) (1.17) (1.18) (1.23) -------- -------- -------- -------- -------- -------- Total distributions to Common Stock Shareholders ..... (0.48) (1.03) (1.05) (1.17) (1.18) (1.23) -------- -------- -------- -------- -------- -------- Net asset value, end of period ....................... $ 11.15 $ 12.85 $ 15.80 $ 15.26 $ 15.49 $ 15.85 ======== ======== ======== ======== ======== ======== Market value, end of period .......................... $ 11.73 $ 12.41 $ 16.98 $ 16.44 $ 17.42 $ 17.65 Total investment return based on net asset value** ... (9.57%)**** (12.90%) 10.74% 5.78% 4.73% 25.87% Total investment return based on market value** ...... (1.49%)**** (21.73%) 10.47% 1.33% 5.76% 27.35% RATIOS TO AVERAGE NET ASSETS AVAILABLE TO COMMON STOCK SHAREHOLDERS: Total net assets, end of period (in 000's) ........ $117,623 $135,555 $165,475 $158,277 $159,101 $160,924 Operating expenses ................................ 1.96%*** 1.49% 1.49% 1.48% 1.48% 1.51% Net investment income+ ............................ 7.11%*** 6.57% 6.39% 6.38% 7.14% 7.84% SUPPLEMENTAL DATA:++ Portfolio turnover rate ........................... 44%**** 59% 71% 54% 27% 28% Total net assets available to Common and Preferred Stock, end of period (in 000's) ................ $197,623 $215,555 $245,475 $238,277 $239,101 $240,992 Ratio of operating expenses to total average net assets available to Common and Preferred Stock .......................................... 1.19%*** 0.99% 0.99% 0.99% 0.99% 0.99% * Auction Preferred Stock (formerly known as Money Market Cumulative Preferred(TM) Stock). ** Assumes reinvestment of distributions at the price obtained by the Fund's Dividend Reinvestment and Cash Purchase Plan. *** Annualized. **** Not Annualized. + The net investment income ratios reflect income net of operating expenses and payments to APS* Shareholders. ++ Information presented under heading Supplemental Data includes APS*. The accompanying notes are an integral part of the financial statements. 17 Flaherty & Crumrine Preferred Income Fund Incorporated FINANCIAL HIGHLIGHTS (CONTINUED) PER SHARE OF COMMON STOCK (UNAUDITED) TOTAL DIVIDEND DIVIDENDS NET ASSET NYSE REINVESTMENT PAID VALUE CLOSING PRICE PRICE (1) --------- --------- ------------- ------------ December 31, 2007 .... $0.0860 $12.29 $11.70 $12.17 January 31, 2008 ..... 0.0860 12.93 12.82 12.92 February 29, 2008 .... 0.0775 12.62 12.00 12.03 March 31, 2008 ....... 0.0775 11.03 10.18 10.44 April 30, 2008 ....... 0.0775 11.37 11.03 11.23 May 31, 2008 ......... 0.0775 11.15 11.73 11.15 ---------- (1) Whenever the net asset value per share of the Fund's Common Stock is less than or equal to the market price per share on the reinvestment date, new shares issued will be valued at the higher of net asset value or 95% of the then current market price. Otherwise, the reinvestment shares of Common Stock will be purchased in the open market. The accompanying notes are an integral part of the financial statements. 18 Flaherty & Crumrine Preferred Income Fund Incorporated FINANCIAL HIGHLIGHTS (CONTINUED) The table below sets out information with respect to Auction Preferred Stock currently outstanding. INVOLUNTARY ASSET LIQUIDATION TOTAL SHARES COVERAGE PREFERENCE DATE OUTSTANDING (1) PER SHARE (2) PER SHARE (3) --------- --------------- ------------- ------------- 05/31/08* 800 $247,849 $100,000 11/30/07 800 270,586 100,000 11/30/06 800 307,433 100,000 11/30/05 800 298,367 100,000 11/30/04 800 299,078 100,000 11/30/03 800 301,240 100,000 ---------- (1) See note 6. (2) Calculated by subtracting the Fund's total liabilities (excluding the APS and accumulated undeclared distributions to APS) from the Fund's total assets and dividing that amount by the number of APS shares outstanding. (3) Excludes accumulated undeclared dividends. * Unaudited. The accompanying notes are an integral part of the financial statements. 19 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION Flaherty & Crumrine Preferred Income Fund Incorporated (the "Fund") was incorporated as a Maryland corporation on September 28, 1990, and commenced operations on January 31, 1991 as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund's investment objective is to provide its common shareholders with high current income consistent with the preservation of capital. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of the financial statements is in conformity with U.S. generally accepted accounting principles ("US GAAP") and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. PORTFOLIO VALUATION: The net asset value of the Fund's Common Stock is determined by the Fund's Administrator no less frequently than on the last business day of each week and month. It is determined by dividing the value of the Fund's net assets available to Common Stock by the number of shares of Common Stock outstanding. The value of the Fund's net assets available to Common Stock is deemed to equal the value of the Fund's total assets less (i) the Fund's liabilities and (ii) the aggregate liquidation value of the outstanding Auction Preferred Stock ("APS"). The Fund's preferred and debt securities are valued on the basis of current market quotations provided by independent pricing services or dealers approved by the Board of Directors of the Fund. Each quotation is based on the mean of the bid and asked prices of a security. In determining the value of a particular preferred or debt security, a pricing service or dealer may use information with respect to transactions in such investments, quotations, market transactions in comparable investments, various relationships observed in the market between investments, and/or calculated yield measures based on valuation technology commonly employed in the market for such investments. Common stocks that are traded on stock exchanges are valued at the last sale price or official close price on the exchange, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available mean price. Futures contracts and option contracts on futures contracts are valued on the basis of the settlement price for such contracts on the primary exchange on which they trade. Investments in over-the-counter derivative instruments, such as interest rate swaps and options thereon ("swaptions"), are valued using prices supplied by a pricing service, or if such prices are unavailable, prices provided by a single broker or dealer that is not the counterparty or, if no such prices are available, at a price at which the counterparty to the contract would repurchase the instrument or terminate the contract. Investments for which market quotations are not readily available or for which management determines that the prices are not reflective of current market conditions are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including reference to valuations of other securities which are comparable in quality, maturity and type. 20 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) Investments in money market instruments and all debt and preferred securities which mature in 60 days or less are valued at amortized cost. Investments in money market funds are valued at the net asset value of such funds. In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" ("SFAS 157") effective for fiscal years beginning after November 15, 2007. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. The Fund has adopted SFAS 157 as of December 1, 2007. The three levels of the fair value hierarchy under SFAS 157 are described below: - Level 1 - quoted prices in active markets for identical securities - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) - Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. A summary of the inputs used to value the Fund's net assets as of May 31, 2008 is as follows: OTHER FINANCIAL INSTRUMENTS INVESTMENTS (UNREALIZED IN SECURITIES APPRECIATION/ VALUATION INPUTS (MARKET VALUE) DEPRECIATION)* ---------------- -------------- ---------------- Level 1 - Quoted Prices - Investments........... $ 52,987,374 $-- Level 2 - Other Significant Observable Inputs... 144,616,351 -- Level 3 - Significant Unobservable Inputs....... -- -- ------------ --- Total........................................... $197,603,725 $-- ============ === * Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swaps which are valued at the unrealized appreciation/depreciation on the investment. As of May 31, 2008 the Fund does not have any other financial instruments. SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are recorded as of the trade date. Realized gains and losses from securities sold are recorded on the identified cost basis. Dividend income is recorded on ex-dividend dates. Interest income is recorded on the accrual basis. The Fund also amortizes premiums and accretes discounts on fixed income securities using the effective yield method. OPTIONS: Purchases of options are recorded as an investment, the value of which is marked-to-market at each valuation date. When the Fund enters into a closing sale transaction, the Fund will record a gain or loss depending on the difference between the purchase and sale price. The risks associated with purchasing options and the maximum loss the Fund would incur are limited to the purchase price originally paid. 21 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market at each valuation date. When a written option expires, the Fund realizes a gain equal to the amount of the premium originally received. When the Fund enters into a closing purchase transaction, the Fund realizes a gain (or loss if the cost of the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is eliminated. When a call option is exercised, the Fund realizes a gain or loss from the sale of the underlying security and the proceeds from such sale are increased by the amount of the premium originally received. When a put option is exercised, the amount of the premium originally received will reduce the cost of the security which the Fund purchased upon exercise. The risk in writing a call option is that the Fund may forego the opportunity for profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. REPURCHASE AGREEMENTS: The Fund may engage in repurchase agreement transactions. The Fund's investment adviser reviews and approves the eligibility of the banks and dealers with which the Fund may enter into repurchase agreement transactions. The value of the collateral underlying such transactions is at least equal at all times to the total amount of the repurchase obligations, including interest. The Fund maintains possession of the collateral through its custodian and, in the event of counterparty default, the Fund has the right to use the collateral to offset losses incurred. There is the possibility of loss to the Fund in the event the Fund is delayed or prevented from exercising its rights to dispose of the collateral securities. FEDERAL INCOME TAXES: The Fund intends to continue to qualify as a regulated investment company by complying with the requirements under subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intends to distribute substantially all of its taxable net investment income to its shareholders. Therefore, no federal income tax provision is required. In June 2006, the FASB issued FASB Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained upon challenge by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 became effective as of the beginning of the first fiscal year beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained as of the adoption date. As of May 31, 2008, the Fund has evaluated the adoption of FIN 48 and determined that there is no material impact on the financial statements. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: The Fund expects to declare dividends on a monthly basis to shareholders of Common Stock ("Shareholders"). Distributions to Shareholders are recorded on the ex-dividend date. Any net realized short-term capital gains will be distributed to Shareholders at least annually. Any net realized long-term capital gains may be distributed to Shareholders at least 22 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) annually or may be retained by the Fund as determined by the Fund's Board of Directors. Capital gains retained by the Fund are subject to tax at the capital gains corporate tax rate. Subject to the Fund qualifying as a regulated investment company, any taxes paid by the Fund on such net realized long-term capital gains may be used by the Fund's Shareholders as a credit against their own tax liabilities. The Fund may pay distributions in excess of the Fund's net investment company taxable income and this excess would be a tax-free return of capital distributed from the Fund's assets. Income and capital gain distributions are determined and characterized in accordance with income tax regulations which may differ from US GAAP. These differences are primarily due to (1) differing treatments of income and gains on various investment securities held by the Fund, including timing differences, (2) the attribution of expenses against certain components of taxable investment income, and (3) federal regulations requiring proportionate allocation of income and gains to all classes of shareholders. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes, and may exclude amortization of premium on certain fixed income securities, which are not reflected in ordinary income for tax purposes. The tax character of distributions paid, including changes in accumulated undeclared distributions to APS Shareholders, during 2008 and 2007 was as follows: DISTRIBUTIONS PAID IN FISCAL YEAR 2008 DISTRIBUTIONS PAID IN FISCAL YEAR 2007 ---------------------------------------- ---------------------------------------- ORDINARY INCOME LONG-TERM CAPITAL GAINS ORDINARY INCOME LONG-TERM CAPITAL GAINS --------------- ----------------------- --------------- ----------------------- Common N/A N/A $10,848,863 $0 Preferred N/A N/A $ 3,924,462 $0 As of November 30, 2007, the components of distributable earnings (i.e., ordinary income and capital gain/loss) available to Common and Preferred Stock Shareholders, on a tax basis, were as follows: UNDISTRIBUTED UNDISTRIBUTED NET UNREALIZED CAPITAL (LOSS) CARRYFORWARD ORDINARY INCOME LONG-TERM GAIN APPRECIATION/(DEPRECIATION) --------------------------- --------------- -------------- --------------------------- ($3,539,736) $427,559 $0 ($12,205,378) At November 30, 2007, the composition of the Fund's $3,539,736 accumulated realized capital losses was $778,250 and $2,761,486 incurred in 2004 and 2007, respectively. These losses may be carried forward and offset against any future capital gains through 2012 and 2015, respectively. EXCISE TAX: The Internal Revenue Code of 1986, as amended, imposes a 4% nondeductible excise tax on the Fund to the extent the Fund does not distribute by the end of any calendar year at least (1) 98% of the sum of its net investment income for that year and its capital gains (both long-term and short- term) for its fiscal year and (2) certain undistributed amounts from previous years. ADDITIONAL ACCOUNTING STANDARDS: In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about the Fund's derivative and hedging activities. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statement disclosures. 23 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE, TRANSFER AGENT FEE, CUSTODIAN FEE, DIRECTORS' FEES AND CHIEF COMPLIANCE OFFICER FEE Flaherty & Crumrine Incorporated (the "Adviser") serves as the Fund's investment adviser. Prior to May 22, 2008, the Fund paid the Adviser a monthly fee at an annual rate of 0.625% of the value of the Fund's average monthly total net assets available to Common and Preferred Stock up to $100 million and 0.50% of the value of the Fund's average monthly total net assets available to Common and Preferred Stock in excess of $100 million. For purposes of calculating the fees payable to the Adviser, Administrator and Custodian, the Fund's average weekly total managed assets means the total assets of the Fund minus the sum of accrued liabilities. For purposes of determining total managed assets, the liquidation preference of any preferred shares issued by the Fund is not treated as a liability. Effective as of May 22, 2008, the Fund pays the Adviser a monthly fee at an annual rate of 0.625% of the value of the Fund's average monthly total managed assets up to $100 million and 0.50% of the Fund's average monthly total managed assets of $100 million or more. For purposes of calculating the fees payable to the Adviser, Administrator and Custodian, the Fund's total managed assets means the total assets of the Fund (including any assets attributable to the Fund's auction preferred stock that may be outstanding or otherwise attributable to the use of leverage) minus the sum of accrued liabilities (other than debt, if any, representing financial leverage). For purposes of determining total managed assets, the liquidation preference of any preferred shares issued by the Fund is not treated as a liability. PNC Global Investment Servicing (U.S.) Inc. ("PNC"), formerly known as PFPC Inc., serves as the Fund's Administrator. As Administrator, PNC calculates the net asset value of the Fund's shares attributable to Common Stock and generally assists in all aspects of the Fund's administration and operation. As compensation for PNC's services as Administrator, the Fund pays PNC a monthly fee at an annual rate of 0.10% of the first $200 million of the Fund's average weekly total managed assets, 0.04% of the next $300 million of the Fund's average weekly total managed assets, 0.03% of the next $500 million of the Fund's average weekly total managed assets and 0.02% of the Fund's average weekly total managed assets above $1 billion. PNC also serves as the Fund's Common Stock dividend-paying agent and registrar (Transfer Agent). As compensation for PNC's services, the Fund pays PNC a fee at an annual rate of 0.02% of the first $150 million of the Fund's average weekly net assets attributable to Common Stock, 0.0075% of the next $350 million of the Fund's average weekly net assets attributable to Common Stock, and 0.0025% of the Fund's average weekly net assets attributable to Common Stock above $500 million, plus certain out of pocket expenses. For the purpose of calculating such fee, the Fund's average weekly net assets attributable to Common Stock are deemed to be the average weekly value of the Fund's total assets minus the sum of the Fund's liabilities. For this calculation, the Fund's liabilities are deemed to include the aggregate liquidation preference of any outstanding Fund preferred shares. 24 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) PFPC Trust Company ("PFPC Trust") serves as the Fund's custodian. PFPC Trust is an indirect subsidiary of PNC Financial Services. As compensation for PFPC Trust's services as custodian, the Fund pays PFPC Trust a monthly fee at the annual rate of 0.010% of the first $200 million of the Fund's average weekly total managed assets, 0.008% of the next $300 million of the Fund's average weekly total managed assets, 0.006% of the next $500 million of the Fund's average weekly total managed assets and 0.005% of the Fund's average weekly total managed assets above $1 billion. The Fund currently pays each Director who is not a director, officer or employee of the Adviser a fee of $9,000 per annum, plus $500 for each in-person meeting of the Board of Directors or any committee and $150 for each telephone meeting. The Audit Committee Chairman receives an additional annual fee of $2,500. The Fund also reimburses all Directors for travel and out-of-pocket expenses incurred in connection with such meetings. The Fund currently pays the Adviser a fee of $37,500 per annum for Chief Compliance Officer services and reimburses out-of-pocket expenses incurred in connection with providing services in this role. 4. PURCHASES AND SALES OF SECURITIES For the six months ended May 31, 2008, the cost of purchases and proceeds from sales of securities excluding short-term investments, aggregated $89,875,101 and $92,297,191, respectively. At May 31, 2008, the aggregate cost of securities for federal income tax purposes was $228,904,496, the aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost was $3,819,912 and the aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $32,677,133. Written option transactions during the six months ended May 31, 2008, are summarized as follows: CONTRACT PREMIUMS AMOUNTS RECEIVED -------- --------- Written options outstanding at beginning of year... 0 $ 0 Options Opened..................................... 300 525,467 Options Exercised.................................. 0 0 Options Expired.................................... 0 0 Options Closed..................................... (300) (525,467) Written options outstanding at end of period....... 0 $ 0 25 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. COMMON STOCK At May 31, 2008, 240,000,000 shares of $0.01 par value Common Stock were authorized. Common Stock Transactions were as follows: SIX MONTHS ENDED YEAR ENDED 05/31/08 11/30/07 ---------------- ------------------- SHARES AMOUNT SHARES AMOUNT ------ ------- ------ ---------- Shares issued under the Dividend Reinvestment and Cash Purchase Plan........................ 4,926 $60,549 71,700 $1,108,498 ----- ------- ------ ---------- 6. AUCTION PREFERRED STOCK (APS) (FORMERLY KNOWN AS MONEY MARKET CUMULATIVE PREFERRED(TM) STOCK) The Fund's Articles of Incorporation authorize the issuance of up to 10,000,000 shares of $0.01 par value preferred stock. The APS is senior to the Common Stock and results in the financial leveraging of the Common Stock. Such leveraging tends to magnify both the risks and opportunities to Common Stock Shareholders. Dividends on shares of APS are cumulative. The Fund is required to meet certain asset coverage tests with respect to the APS. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, APS at a redemption price of $100,000 per share plus an amount equal to the accumulated and unpaid dividends on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset requirements could restrict the Fund's ability to pay dividends to Common Stock Shareholders and could lead to sales of portfolio securities at inopportune times. If the Fund allocates any net gains or income ineligible for the dividends received deduction to shares of the APS, the Fund is required to make additional distributions to APS Shareholders or to pay a higher dividend rate in amounts needed to provide a return, net of tax, equal to the return had such originally paid distributions been eligible for the dividends received deduction. An auction of the APS is generally held every 49 days. Existing APS Shareholders may submit an order to hold, bid or sell such shares at par value on each auction date. APS Shareholders may also trade shares in the secondary market, if any, between auction dates. At May 31, 2008, 800 shares of APS were outstanding at the annualized rate of 4.58%. The dividend rate, as set by the auction process, is generally expected to vary with short-term interest rates. These rates may vary in a manner unrelated to the income received on the Fund's assets, which could have either a beneficial or detrimental impact on net investment income and gains available to Common Stock Shareholders. While the Fund expects to structure its portfolio holdings and hedging transactions to lessen such risks to Common Stock Shareholders, there can be no assurance that such results will be attained. 26 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 7. PORTFOLIO INVESTMENTS, CONCENTRATION AND INVESTMENT QUALITY The Fund invests primarily in a diversified portfolio of preferred securities. This includes traditional preferred stocks eligible for the inter-corporate dividends received deduction ("DRD") and fully taxable preferred securities. Under normal market conditions, at least 80% of the value of the Fund's net assets will be invested in preferred securities. Also, under normal market conditions, the Fund invests at least 25% of its assets in securities issued by companies in the utilities industry and at least 25% of its total assets in securities issued by companies in the banking industry. The Fund's portfolio may therefore be subject to greater risk and market fluctuation than a portfolio of securities representing a broader range of investment alternatives. The Fund may invest up to 25% of its assets at the time of purchase in securities rated below investment grade. These securities must be rated at least either "Ba3" by Moody's Investors Service, Inc. or "BB-" by Standard & Poor's or, if unrated, judged to be comparable in quality by the Adviser, in any case, at the time of purchase. However, these securities must be issued by an issuer having a class of senior debt rated investment grade outstanding. The Fund may invest up to 15% of its assets in common stocks and, under normal market conditions, up to 20% of its assets in debt securities. Certain of its investments in hybrid, i.e., fully taxable, preferred securities will be subject to the foregoing 20% limitation to the extent that, in the opinion of the Adviser, such investments are deemed to be debt-like in key characteristics. Typically, a security will not be considered debt-like (a) if an issuer can defer payment of income for eighteen months or more without triggering an event of default and (b) if such issue is a junior and fully subordinated liability of an issuer or its ultimate guarantor. In addition to foreign money market securities, the Fund may invest up to 30% of its total assets in the securities of companies organized or having their principal place of business outside the United States. All foreign securities held by the Fund will be denominated in U.S. dollars. 8. SPECIAL INVESTMENT TECHNIQUES The Fund may employ certain investment techniques in accordance with its fundamental investment policies. These may include the use of when-issued and delayed delivery transactions. Securities purchased or sold on a when-issued or delayed delivery basis may be settled within 45 days after the date of the transaction. Such transactions may expose the Fund to credit and market valuation risk greater than that associated with regular trade settlement procedures. The Fund may also enter into transactions, in accordance with its investment policies, involving any or all of the following: short sales of securities, purchases of securities on margin, futures contracts, interest rate swaps, swap futures, options on futures contracts, options on securities, swaptions and certain credit derivative transactions, including, but not limited to, the purchase and sale of credit protection. As in the case of when-issued securities, the use of over-the-counter derivatives, such as interest rate swaps, swaptions, and credit default swaps may expose the Fund to greater credit, operations, liquidity, and valuation risk than is the case with regulated, exchange traded futures and options. These transactions are used for hedging or other appropriate risk-management purposes, or, under certain other circumstances, to increase return. 27 Flaherty & Crumrine Preferred Income Fund Incorporated NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) No assurance can be given that such transactions will achieve their desired purposes or will result in an overall reduction of risk to the Fund. 9. SECURITIES LENDING The Fund may lend up to 15% of its total assets (including the value of the loan collateral) to certain qualified brokers in order to earn additional income. The Fund receives compensation in the form of fees or interest earned on the investment of any cash collateral received. The Fund also continues to receive interest and dividends on the securities loaned. The Fund receives collateral in the form of cash or securities with a market value at least equal to the market value of the securities on loan, including accrued interest. In the event of default or bankruptcy by the borrower, the Fund could experience delays and costs in recovering the loaned securities or in gaining access to the collateral. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. As of May 31, 2008, the market value of securities loaned by the Fund was $2,351,680. The loans were secured with collateral of $2,443,550. Income from securities lending for the six months ended May 31, 2008 was $12,246 and is included in interest income on the Statement of Operations. 10. SECTION 19 NOTICES Section 19 of the 1940 Act requires registered investment companies to include a notice with the payment of a dividend if a portion of that dividend may come from sources other than undistributed net income (other sources could include realized gains from the sale of securities and non-taxable return of capital). Copies of the Section 19 notices for the Fund are available on the website at WWW.PREFERREDINCOME.COM. The amounts and sources of distributions reported below are only estimates and are not being provided for tax reporting purposes. Form 1099-DIV will be sent to shareholders in January 2009 reporting the amount and tax characterization of distributions for the 2008 calendar year. SOURCE OF DISTRIBUTIONS AS OF 05/31/08 ------------------------------------------------ NET NET RETURN TOTAL PER INVESTMENT REALIZED OF COMMON INCOME CAPITAL GAINS CAPITAL SHARE ---------- ------------- ------- --------- Calendar 2008 Distributions......... $0.3762 $0.00 $0.0198 $0.396 Percentage of Total Distributions... 95.0% 0.0% 5.0% -- 28 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN Under the Fund's Dividend Reinvestment and Cash Purchase Plan (the "Plan"), a shareholder whose Common Stock is registered in his or her own name will have all distributions reinvested automatically by PNC as agent under the Plan, unless the shareholder elects to receive cash. Distributions with respect to shares registered in the name of a broker-dealer or other nominee (that is, in "street name") may be reinvested by the broker or nominee in additional shares under the Plan, but only if the service is provided by the broker or nominee, unless the shareholder elects to receive distributions in cash. A shareholder who holds Common Stock registered in the name of a broker or other nominee may not be able to transfer the Common Stock to another broker or nominee and continue to participate in the Plan. Investors who own Common Stock registered in street name should consult their broker or nominee for details regarding reinvestment. The number of shares of Common Stock distributed to participants in the Plan in lieu of a cash dividend is determined in the following manner. Whenever the market price per share of the Fund's Common Stock is equal to or exceeds the net asset value per share on the valuation date, participants in the Plan will be issued new shares valued at the higher of net asset value or 95% of the then current market value. Otherwise, PNC will buy shares of the Fund's Common Stock in the open market, on the New York Stock Exchange ("NYSE") or elsewhere, on or shortly after the payment date of the dividend or distribution and continuing until the ex-dividend date of the Fund's next distribution to holders of the Common Stock or until it has expended for such purchases all of the cash that would otherwise be payable to the participants. The number of purchased shares that will then be credited to the participants' accounts will be based on the average per share purchase price of the shares so purchased, including brokerage commissions. If PNC commences purchases in the open market and the then current market price of the shares (plus any estimated brokerage commissions) subsequently exceeds their net asset value most recently determined before the completion of the purchases, PNC will attempt to terminate purchases in the open market and cause the Fund to issue the remaining dividend or distribution in shares. In this case, the number of shares received by the participant will be based on the weighted average of prices paid for shares purchased in the open market and the price at which the Fund issues the remaining shares. These remaining shares will be issued by the Fund at the higher of net asset value or 95% of the then current market value. Plan participants are not subject to any charge for reinvesting dividends or capital gains distributions. Each Plan participant will, however, bear a proportionate share of brokerage commissions incurred with respect to PNC's open market purchases in connection with the reinvestment of dividends or capital gains distributions. For the six months ended May 31, 2008, $1,321 in brokerage commissions were incurred. The automatic reinvestment of dividends and capital gains distributions will not relieve Plan participants of any income tax that may be payable on the dividends or capital gains distributions. A participant in the Plan will be treated for Federal income tax purposes as having received, on the dividend payment date, a dividend or distribution in an amount equal to the cash that the participant could have received instead of shares. 29 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) In addition to acquiring shares of Common Stock through the reinvestment of cash dividends and distributions, a shareholder may invest any further amounts from $100 to $3,000 semi-annually at the then current market price in shares purchased through the Plan. Such semi-annual investments are subject to any brokerage commission charges incurred by PNC under the Plan. A shareholder whose Common Stock is registered in his or her own name may terminate participation in the Plan at any time by notifying PNC in writing, by completing the form on the back of the Plan account statement and forwarding it to PNC, or by calling PNC directly. A termination will be effective immediately if notice is received by PNC not less than 10 days before any dividend or distribution record date. Otherwise, the termination will be effective, and only with respect to any subsequent dividends or distributions, on the first day after the dividend or distribution has been credited to the participant's account in additional shares of the Fund. Upon termination and according to a participant's instructions, PNC will either (a) issue certificates for the whole shares credited to the shareholder's Plan account and a check representing any fractional shares or (b) sell the shares in the market. Shareholders who hold Common Stock registered in the name of a broker or other nominee should consult their broker or nominee to terminate participation. The Plan is described in more detail in the Fund's Plan brochure. Information concerning the Plan may be obtained from PNC at 1-800-331-1710. PROXY VOTING POLICIES AND PROXY VOTING RECORD ON FORM N-PX The Fund files Form N-PX with its complete proxy voting record for the 12 months ended June 30th no later than August 31st of each year. The Fund filed its latest Form N-PX with the Securities and Exchange Commission ("SEC") on August 27, 2007. This filing, as well as the Fund's proxy voting policies and procedures, are available (i) without charge, upon request, by calling the Fund's transfer agent at 1-800-331-1710 and (ii) on the SEC's website at WWW.SEC.GOV. In addition, the Fund's proxy voting policies and procedures are available on the Fund's website at WWW.PREFERREDINCOME.COM. PORTFOLIO SCHEDULE ON FORM N-Q The Fund files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters on Form N-Q, the latest of which was filed for the quarter ended February 29, 2008. The Fund's Form N-Q is available on the SEC's website at WWW.SEC.GOV or may be viewed and obtained from the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Section may be obtained by calling 1-800-SEC-0330. PORTFOLIO MANAGEMENT TEAM In managing the day-to-day operations of the Fund, the Adviser relies on the expertise of its team of money management professionals, consisting of Messrs. Crumrine, Ettinger, Stone and Chadwick. The professional backgrounds of each member of the management team are included in the "Information about Fund Directors and Officers" section of this report. 30 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) CERTIFICATIONS Included in the Annual Written Affirmation submitted to the NYSE, Donald F. Crumrine, as the Fund's Chief Executive Officer, has certified that, as of May 16, 2008, he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund's reports to the SEC on Forms N-CSR and N-Q contain certifications by the Fund's principal executive officer and principal financial officer that relate to the Fund's disclosure in such reports and that are required by Rule 30a-2(a) under the 1940 Act. MEETING OF SHAREHOLDERS On April 18, 2008, the Fund held its Annual Meeting of Shareholders (the "Annual Meeting") for the following purpose: election of Directors of the Fund ("Proposal 1"). The proposal was approved by the shareholders and the results of the voting are as follows: PROPOSAL 1: ELECTION OF DIRECTORS. NAME FOR WITHHELD ---- --------- -------- COMMON STOCK David Gale......... 9,688,298 209,224 PREFERRED STOCK Karen H. Hogan..... 679 0 Donald F. Crumrine, Morgan Gust and Robert F. Wulf continue to serve in their capacities as Directors of the Fund. On May 21, 2008, the Fund held a Special Meeting of Shareholders (the "Special Meeting") for the following purposes: (i) approval of changes to certain fundamental investment policies ("Proposal 1-A, Proposal 1-B and Proposal 1-C") and (ii) approval of an amended and restated investment advisory agreement ("Proposal 2"). The proposals were approved by the shareholders and the results of the voting are as follows: PROPOSAL 1-A: REVISION TO THE FUNDAMENTAL POLICY RELATING TO BORROWING MONEY. FOR AGAINST ABSTAIN --------- ------- ------- Common Stock....... 4,770,864 297,164 226,035 Preferred Stock.... 519 0 0 PROPOSAL 1-B: REVISION TO THE FUNDAMENTAL POLICY RELATING TO ISSUING SENIOR SECURITIES. FOR AGAINST ABSTAIN --------- ------- ------- Common Stock....... 4,786,665 288,142 219,255 Preferred Stock.... 519 0 0 31 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) PROPOSAL 1-C: REVISION TO THE FUNDAMENTAL POLICY RELATING TO PURCHASING SECURITIES ON MARGIN. FOR AGAINST ABSTAIN --------- ------- ------- Common Stock ..... 4,707,017 344,701 242,344 Preferred Stock .. 519 0 0 PROPOSAL 2: APPROVAL OF AMENDED INVESTMENT ADVISORY AGREEMENT. FOR AGAINST ABSTAIN --------- ------- ------- Common Stock ..... 4,729,800 316,507 247,756 Preferred Stock .. 519 0 0 MODIFICATION TO NON-FUNDAMENTAL INVESTMENT POLICY At a meeting on May 21, 2008, the Fund's shareholders approved changes to its fundamental investment policies regarding borrowing, issuing senior securities and purchasing securities on margin or selling securities short. The revised policies will permit the Fund (a) to borrow money, and to engage in trading practices that may be considered to be borrowing, (b) to issue senior securities, and (c) to sell securities short and purchase securities on margin, each to the fullest extent permitted by the 1940 Act and related interpretations, as in effect from time to time. The risks associated with leveraging the Fund through any of the above methods are substantially similar to the risks the Fund currently faces through leveraging using APS. 32 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) INFORMATION ABOUT FUND DIRECTORS AND OFFICERS The business and affairs of the Fund are managed under the direction of the Fund's Board of Directors. Information pertaining to the Directors and officers of the Fund is set forth below. PRINCIPAL NUMBER OF FUNDS TERM OF OFFICE OCCUPATION(S) IN FUND COMPLEX NAME, ADDRESS, POSITION(S) AND LENGTH OF DURING PAST OVERSEEN OTHER DIRECTORSHIPS AND AGE HELD WITH FUND TIME SERVED* FIVE YEARS BY DIRECTOR HELD BY DIRECTOR** ------------- -------------- ------------------ ------------------------- --------------- -------------------- NON-INTERESTED DIRECTORS: DAVID GALE Director Class I Director President & CEO of Delta 4 Metromedia Delta Dividend Group, Inc since Dividend Group, Inc. International 220 Montgomery Street January 1997 (investments) Group, Inc. Suite 426 (telecommunications) San Francisco, CA 94104 Age: 59 MORGAN GUST Director Class III Director Owner and operator of 4 CoBiz, Financial, 301 E. Colorado Boulevard since various entities engaged Inc. (financial Suite 720 January 1991 in agriculture and real services) Pasadena, CA 91101 estate; Former President Age: 61 of Giant Industries, Inc. (petroleum refining and marketing) from March 2002 through May 2007 KAREN H. HOGAN+ Director Class I Director Retired; Community 4 301 E. Colorado Boulevard since Volunteer; from Suite 720 April 2005 September 1985 to Pasadena, CA 91101 January 1997, Senior Vice Age: 47 President of Preferred Stock Origination at Lehman Brothers and Previously, Vice President of New Product Development ---------- * The Fund's Board of Directors is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term. The three year term for each class expires as follows: CLASS I DIRECTORS - three year term expires at the Fund's 2011 Annual Meeting of Shareholders; directors may continue in office until their successors are duly elected and qualified. CLASS II DIRECTORS - three year term expires at the Fund's 2009 Annual Meeting of Shareholders; directors may continue in office until their successors are duly elected and qualified. CLASS III DIRECTOR - three year term expires at the Fund's 2010 Annual Meeting of Shareholders; director may continue in office until his successor is duly elected and qualified. ** Each Director also serves as a Director for Flaherty & Crumrine Preferred Income Opportunity Fund, Flaherty & Crumrine/Claymore Preferred Securities Income Fund, and Flaherty & Crumrine/Claymore Total Return Fund. + As a Director, represents holders of shares of the Fund's Auction Preferred Stock. 33 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) PRINCIPAL NUMBER OF FUNDS TERM OF OFFICE OCCUPATION(S) IN FUND COMPLEX NAME, ADDRESS, POSITION(S) AND LENGTH OF DURING PAST OVERSEEN OTHER DIRECTORSHIPS AND AGE HELD WITH FUND TIME SERVED* FIVE YEARS BY DIRECTOR HELD BY DIRECTOR** ------------- -------------- ------------------ ------------------------- --------------- -------------------- NON-INTERESTED DIRECTORS: ROBERT F. WULF Director Class II Director Financial Consultant; 4 P.O. Box 753 and Audit since Trustee, University of Neskowin, OR 97149 Committee January 1991 Oregon Foundation; Age: 71 Chairman Trustee, San Francisco Theological Seminary INTERESTED DIRECTOR: DONALD F. CRUMRINE+, ++ Director, Class II Director Chairman of the Board 4 301 E. Colorado Boulevard Chairman of since and Director of Flaherty Suite 720 the Board January 1991 & Crumrine Incorporated Pasadena, CA 91101 and Chief Age: 60 Executive Officer ---------- * The Fund's Board of Directors is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term. The three year term for each class expires as follows: CLASS I DIRECTORS - three year term expires at the Fund's 2011 Annual Meeting of Shareholders; directors may continue in office until their successors are duly elected and qualified. CLASS II DIRECTORS - three year term expires at the Fund's 2009 Annual Meeting of Shareholders; directors may continue in office until their successors are duly elected and qualified. CLASS III DIRECTOR - three year term expires at the Fund's 2010 Annual Meeting of Shareholders; director may continue in office until his successor is duly elected and qualified. ** Each Director also serves as a Director for Flaherty & Crumrine Preferred Income Opportunity Fund, Flaherty & Crumrine/Claymore Preferred Securities Income Fund, and Flaherty & Crumrine/Claymore Total Return Fund. + As a Director, represents holders of shares of the Fund's Auction Preferred Stock. ++ "Interested person" of the Fund as defined in the 1940 Act. Mr. Crumrine is considered an "interested person" because of his affiliation with Flaherty & Crumrine Incorporated, which acts as the Fund's investment adviser. 34 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) TERM OF OFFICE NAME, ADDRESS, POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATION(S) DURING PAST AND AGE HELD WITH FUND TIME SERVED FIVE YEARS ------------- ------------------- -------------- ------------------------------------ OFFICERS: ROBERT M. ETTINGER President Since President and Director of Flaherty & 301 E. Colorado Boulevard October 2002 Crumrine Incorporated Suite 720 Pasadena, CA 91101 Age: 49 R. ERIC CHADWICK Chief Financial Since Director of Flaherty & Crumrine 301 E. Colorado Boulevard Officer, Vice October 2002 Incorporated since June 2006; Suite 720 President and Vice President of Flaherty & Pasadena, CA 91101 Treasurer Crumrine Incorporated Age: 33 CHAD C. CONWELL Chief Compliance Since Chief Compliance Officer of 301 E. Colorado Boulevard Officer, Vice July 2005 Flaherty & Crumrine Incorporated Suite 720 President and since September 2005; Vice Pasadena, CA 91101 Secretary President of Flaherty & Crumrine Age: 35 Incorporated since July 2005; Attorney with Paul, Hastings, Janofsky & Walker LLP from September 1998 to June 2005 BRADFORD S. STONE Vice President Since Director of Flaherty & Crumrine 392 Springfield Avenue And Assistant July 2003 Incorporated since June 2006; Mezzanine Suite Treasurer Vice President of Flaherty & Summit, NJ 07901 Crumrine Incorporated since May Age: 48 2003; Director of U.S. Market Strategy at Barclays Capital from June 2001 to April 2003 LAURIE C. LODOLO Assistant Since Assistant Compliance Officer of 301 E. Colorado Boulevard Compliance July 2004 Flaherty & Crumrine Incorporated Suite 720 Officer, Assistant since August 2004; Secretary of Pasadena, CA 91101 Treasurer and Flaherty & Crumrine Incorporated Age: 44 Assistant Secretary since February 2004; Account Administrator of Flaherty & Crumrine Incorporated 35 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) BOARD CONSIDERATION AND APPROVAL OF INVESTMENT ADVISORY AGREEMENT During the six month period ended May 31, 2008, the Board of Directors of the Fund approved, on January 29, 2008, the continuation of the existing investment advisory agreement with the Adviser (the "Current Investment Advisory Agreement") and approved, on March 13, 2008, an amendment to the Current Investment Advisory Agreement, subject to approval by Stockholders (the "Amended Investment Advisory Agreement"). The following paragraphs summarize the material information and factors considered by the Board, including the Independent Directors, as well as their conclusions relative to such factors. I. CURRENT INVESTMENT ADVISORY AGREEMENT In considering whether to approve the Fund's Current Investment Advisory Agreement, the Directors considered and discussed a substantial amount of information and analysis provided, at the Board's request, by the Adviser. The Directors also considered detailed information regarding performance and expenses of other investment companies thought to be generally comparable to the Fund. The Directors discussed with management this and other information relating to the Current Investment Advisory Agreement during the Special Meeting held on January 15, 2008 for that specific purpose and requested additional information about comparative expenses and performance, among other matters. On January 29, 2008, the Directors approved the continuance of the Current Investment Advisory Agreement. In reaching their determinations relating to continuance of the Current Investment Advisory Agreement, the Directors considered these discussions and all other factors they believed relevant, including the factors discussed below. In their deliberations, the Directors did not identify any particular information that was all-important or controlling, and Directors may have attributed different weights to the various factors. The Directors evaluated this information, and all other information available to them, for the Fund, and their determinations were made separately in respect of each other fund advised by the Adviser. In particular, the Directors focused on the following with respect to the Fund. NATURE, EXTENT AND QUALITY OF SERVICES. The Directors reviewed in detail the nature and extent of the services provided by the Adviser and the quality of those services over the past year and since inception. The Directors noted that these services included managing the Fund's investment program, as well as providing significant administrative services beyond what the Current Investment Advisory Agreement required. The Directors noted that the Adviser also provided, generally at its expense: office facilities for use by the Fund; personnel responsible for supervising the performance of administrative, accounting and related services; and investment compliance monitoring. The Directors also considered the Adviser's sound financial condition and the Adviser's commitment to its business, as evidenced by its hiring of additional personnel as the business has grown. The Directors evaluated the Adviser's services based on their direct experience serving as Directors for many years, focusing on (i) the Adviser's knowledge of the preferred securities market generally and the sophisticated hedging strategies the Fund employs and (ii) the Adviser's culture of compliance. The Directors reviewed the personnel responsible for providing services to the Fund and observed that, based on their experience and interaction with the Adviser: (1) 36 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) the Adviser's personnel exhibited a high level of personal integrity, diligence and attention to detail in carrying out their responsibilities under the Current Investment Advisory Agreement; (2) the Adviser was responsive to requests of the Board and its personnel were available between Board meetings to answer questions from Directors; and (3) the Adviser had kept the Board apprised of developments relating to the Fund. The Directors also considered the continued efforts undertaken by the Adviser to maintain an effective compliance program. The Directors concluded that the nature and extent of the services provided were reasonable and appropriate in relation to the Fund's investment goals and strategies, the corporate and regulatory environment in which the Fund operates, and the level of services provided by the Adviser, and that the quality of the Adviser's service continues to be high. INVESTMENT PERFORMANCE. The Directors took note of the extraordinary market conditions prevailing over the past year and at the time of the meetings, and expressed their confidence in the Adviser's investment strategies despite recent disappointing absolute performance during this period of unprecedented and frequently frantic behavior of market participants. As a consequence, the Directors determined to give substantial weight to the Fund's performance since inception, and less weight to recent performance, to determine whether the Fund had met its investment objective. The Directors determined that the Fund had done so. In reaching this conclusion, the Directors reviewed the Fund's performance compared to relevant indices and funds thought to be generally comparable to the Fund, considered the costs and benefits of the Fund's hedging strategy in the relevant market environment and examined the differences between the Fund and certain funds in the comparison group. The Directors were assured of the Fund's adherence to its respective investment mandate and, based on their understanding of the Adviser's investment approach and market conditions, expressed their belief that the Adviser's absolute performance would improve as markets normalized. PROFITABILITY. The Directors considered the Adviser's methodology for determining its profitability with respect to the Fund, and the Adviser's profit margin on an after-tax basis attributable to managing the Fund. The Directors concluded that the profitability to the Adviser was not excessive based on the considerable services it has regularly provided to the Fund and its success in meeting the Fund's investment objective over time. The Directors also considered that the Adviser provided, at a lower cost, services to separate account clients and determined that the difference was justified in light of the additional services and costs associated with managing registered investment companies, such as the Fund. The Directors accepted the Adviser's statement that it did not realize material indirect benefits from its relationship with the Fund and did not obtain soft dollar credits from securities trading. ECONOMIES OF SCALE. The Directors noted that the Fund, as a closed-end investment company, was not expected to increase materially in size; thus, the Adviser would not benefit from economies of scale. The Directors considered whether economies of scale could be realized because the Adviser advises other similar funds. Based on their experience, the Directors accepted the Adviser's explanation that significant economies of scale would not be realized because of the complexity of managing preferred securities 37 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) for separate funds and other portfolios. Nonetheless, the Directors noted that the Fund's advisory fee schedule declines as assets increase beyond a certain level (commonly known as a "breakpoint"), and that breakpoints provide for a sharing with shareholders of benefits derived as a result of economies of scale arising from increased assets. Accordingly, the Directors determined that the existing advisory fee levels reflect possible economies of scale. In light of their discussions and considerations as described above, the Directors made the following determinations as to the Fund: - the nature and extent and quality of the services provided by the Adviser are reasonable and appropriate and the quality of the services is high; - the Fund's overall performance over time has been satisfactory and its performance for the recent period is reflective of market conditions, given the Adviser's portfolio management strategy; - the fee paid to the Adviser was reasonable in light of (i) comparative performance and expense and advisory fee information, considered over relevant time periods, (ii) the cost of the services provided and profits to be realized, and (iii) the benefits derived or to be derived by the Adviser from the relationship with the Fund; and - there were not at this time significant economies of scale to be realized by the Adviser in managing the Fund's assets, and the fee was structured to provide for a sharing of the benefits of economies of scale. Based on these conclusions, the Directors determined that approval of the Current Investment Advisory Agreement was in the best interests of the Fund and its shareholders. II. AMENDED INVESTMENT ADVISORY AGREEMENT As a consequence of the well publicized dislocation in the market for auction preferred stock, which the Fund uses to leverage its portfolio, the Adviser recommended, and the Board approved changes to the Fund's investment restrictions that would give the Fund additional and necessary options for continuing the Fund's leverage strategy by using forms of leverage other than auction preferred stock. These changes are described in the Fund's proxy statement filed with the Securities and Exchange Commission on April 18, 2008 (the "Proxy Statement"). In considering whether to approve the Amended Investment Advisory Agreement, the Board considered the various leverage scenarios (as described in the Proxy Statement) and the effect they would have on the fees payable to the Adviser and the Fund's ability to achieve its investment objective. As it typically does, the Board assessed the nature, extent and quality of the services to be provided to the Fund by the Adviser. In their deliberations, the Directors considered information received in connection with their most recent approval of the continuation of the Current Investment Advisory Agreement, in addition to information provided by the Adviser in connection with their evaluation of the terms and conditions of the Amended Investment Advisory Agreement. The Directors did not identify any particular information that was all-important or controlling, and the Directors may have attributed 38 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) different weights to the various factors. The Directors evaluated all information available to them. The Directors, including a majority of the Independent Directors, concluded that the terms of the Amended Investment Advisory Agreement are appropriate, that the fees to be paid are reasonable in light of the services to be provided to the Fund, and that the Amended Investment Advisory Agreement should be approved and recommended to the Fund's shareholders. NATURE, EXTENT AND QUALITY OF THE SERVICES TO BE PROVIDED UNDER THE AMENDED INVESTMENT ADVISORY AGREEMENT. The Directors considered the nature, extent and quality of management services proposed to be provided to the Fund under the Amended Investment Advisory Agreement. The Directors took note that the Adviser had advised the Directors that there is not expected to be any change in the nature, extent and quality of services provided to the Fund and its shareholders under the Amended Investment Advisory Agreement. The Directors' evaluation of the services expected to be provided by the Adviser took into account the Directors' knowledge and familiarity gained as Directors of funds in the Flaherty & Crumrine Fund Family. The Directors recognized that they received information at regular meetings throughout the year regarding the services rendered by the Adviser, noting that these services included the management of the Fund's investment program, as well as providing significant administrative services beyond what the Current Investment Advisory Agreement provided. The Directors also noted that they had engaged in an extensive review of the services provided to the Fund by the Adviser at the Directors' last annual contract renewal meeting described above. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services expected to be provided to the Fund under the Amended Investment Advisory Agreement. INVESTMENT PERFORMANCE. The Directors noted that they received information throughout the year at periodic intervals with respect to the Fund's performance, and had engaged in an extensive review of Fund performance at their last annual contract renewal meeting. As the services to be provided under the Amended Investment Advisory Agreement in comparison with the Current Investment Advisory Agreement were not proposed to be changed in connection with the approval of the Amended Investment Advisory Agreement, the Directors did not specifically consider Fund performance in their consideration of the Amended Investment Advisory Agreement. ADVISER PROFITABILITY. Profitability of the Adviser in providing services to the Fund under the Amended Investment Advisory Agreement was not a factor considered by the Directors. The Directors noted that they expect to receive cost, expense and profitability information at the next annual Directors contract renewal meeting and, thus, be in a position to evaluate at that time whether any adjustments in Fund fees would be appropriate in connection with a renewal of the Amended Investment Advisory Agreement. The Directors also recognized that they had reviewed the profitability of the Adviser at its last annual contract renewal meeting. 39 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) ECONOMIES OF SCALE. The Directors considered whether any changes in the economies of scale realized (or potentially realized) by the Adviser and any benefits the Fund may incur from such economies of scale were proposed to be changed if the Amended Investment Advisory Agreement were approved. The Directors noted that the Fund, as a closed-end investment company, was not expected to increase materially in size; thus, the Adviser would not benefit from economies of scale. The Directors considered whether economies of scale could be realized because the Adviser advises other similar funds. Based on their experience, the Directors accepted the Adviser's explanation that significant economies of scale would not be realized because of the complexity of managing preferred securities for separate funds and other portfolios. Nonetheless, the Directors noted that the Fund's advisory fee schedule declines as assets increase beyond a certain level (commonly known as a "breakpoint"), and that breakpoints provide for a sharing with shareholders of benefits derived as a result of economies of scale arising from increased assets. Accordingly, the Directors determined that the existing advisory fee levels reflect possible economies of scale. FEES. The Directors considered the fees to be paid to the Adviser under the Amended Investment Advisory Agreement. The Board noted that, although the contractual investment advisory fee rate payable under the proposed Amended Investment Advisory Agreement with the Adviser is the same as under the Current Investment Advisory Agreement, the method for calculating the fee is different because it would exclude from liabilities, in addition to the liquidation value of Preferred Stock, debt representing financial leverage. The Directors noted that the proceeds of any borrowings or other forms of leverage used by the Funds would increase the amount of Fund assets for which the Adviser would be expected to provide services to the Fund, and that the Adviser would be responsible for managing such proceeds. The Directors noted that the original fee language in the Current Investment Advisory Agreement was designed and intended to compensate the Adviser on the basis of the amount of assets as to which it makes investment decisions. The Directors reviewed pro forma fiscal 2007 fees that would have been paid to the Adviser under the calculation methodology in the Current Investment Advisory Agreement and under the Amended Investment Advisory Agreement, based on whether the Funds used 100% Preferred Stock as leverage, 50% Preferred Stock and 50% debt leverage, and 100% debt leverage. The Directors noted that under both the Current Investment Advisory Agreement and the Amended Investment Advisory Agreement, pro forma advisory fees would have remained the same if the Fund used only Preferred Stock as leverage. However, the Directors noted that, if the Fund only used debt leverage, the pro forma fee paid to the Adviser would be greater under a Fund's Amended Investment Advisory Agreement than it would be under its Current Investment Advisory Agreement, but that total fees were less than those actually paid when the Fund only used Preferred Stock as leverage. 40 Flaherty & Crumrine Preferred Income Fund Incorporated ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) The Directors concluded that, because the rates for advisory services were the same and that the new calculation methodology was reasonable and fair, it was appropriate for the Adviser to be compensated on the amount of borrowings, proceeds of debt issuances and margin borrowings, as it would be responsible for managing assets attributable to such amounts. The Directors, including a majority of the Independent Directors, concluded that the fees to be paid are reasonable in light of the services to be provided to the Fund. In this regard, the Board considered that many funds that engage in leveraging activity provide for compensation of their investment adviser on the basis of total managed assets, including Flaherty & Crumrine/Claymore Preferred Securities Income Fund Incorporated and Flaherty & Crumrine/Claymore Total Return Fund Incorporated, two other closed-end funds managed by the Adviser. CONCLUSION. After the Independent Directors of the Fund deliberated in executive session, the entire Board of Directors of the Fund, including the Independent Directors, approved the Amended Investment Advisory Agreement, concluding that the advisory fee rate was reasonable in relation to the services provided and that the Amended Investment Advisory Agreement was in the best interests of the shareholders. 41 [This page intentionally left blank] [This page intentionally left blank] DIRECTORS Donald F. Crumrine, CFA Chairman of the Board David Gale Morgan Gust Karen H. Hogan Robert F. Wulf, CFA OFFICERS Donald F. Crumrine, CFA Chief Executive Officer Robert M. Ettinger, CFA President R. Eric Chadwick, CFA Chief Financial Officer, Vice President and Treasurer Chad C. Conwell Chief Compliance Officer, Vice President and Secretary Bradford S. Stone Vice President and Assistant Treasurer Laurie C. Lodolo Assistant Compliance Officer, Assistant Treasurer and Assistant Secretary INVESTMENT ADVISER Flaherty & Crumrine Incorporated e-mail: flaherty@pfdincome.com QUESTIONS CONCERNING YOUR SHARES OF FLAHERTY & CRUMRINE PREFERRED INCOME FUND? - If your shares are held in a Brokerage Account, contact your Broker. - If you have physical possession of your shares in certificate form, contact the Fund's Transfer Agent & Shareholder Servicing Agent -- PNC Global Investment Servicing (U.S.) Inc. P.O. Box 43027 Providence, RI 02940-3027 1-800-331-1710 THIS REPORT IS SENT TO SHAREHOLDERS OF FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED FOR THEIR INFORMATION. IT IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF SHARES OF THE FUND OR OF ANY SECURITIES MENTIONED IN THIS REPORT. (FLAHERTY & CRUMRINE LOGO) PREFERRED INCOME FUND Semi-Annual Report May 31, 2008 www.preferredincome.com ITEM 2. CODE OF ETHICS. Not applicable. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. INVESTMENTS. (a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. (b) Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant's most recently filed annual report on Form N-CSR. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED ------------------------------------------------------------------- By (Signature and Title)* /S/ DONALD F. CRUMRINE ------------------------------------------------------ Donald F. Crumrine, Director, Chairman of the Board and Chief Executive Officer (principal executive officer) Date JULY 30, 2008 --------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /S/ DONALD F. CRUMRINE ------------------------------------------------------ Donald F. Crumrine, Director, Chairman of the Board and Chief Executive Officer (principal executive officer) Date JULY 30, 2008 --------------------------------------------------------------------------- By (Signature and Title)* /S/ R. ERIC CHADWICK ------------------------------------------------------ R. Eric Chadwick, Chief Financial Officer, Treasurer and Vice President (principal financial officer) Date JULY 30, 2008 --------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.