It is all basically a matter of taxes. In other respects, the two are really very similar. Traditional preferreds are treated for tax purposes just like any other equity security such as common stock. The issuer receives no deduction for tax purposes for the dividend payments made to the holders of the preferred. On the other hand, those dividends are 70% tax free to corporate investors due to the Dividend Received Deduction ("DRD"). The purpose of the DRD is to eliminate in part the double taxation of these dollars at the corporate level that would otherwise occur. Additionally, with the enactment of the Jobs and Growth Tax Reconciliation Act of 2003, these securities generally classify as qualified dividend income (QDI) to individual investors. QDI is currently taxed at a maximum rate of 15% to individual investors.

Hybrid preferreds were created in the mid-1990s for the purpose of allowing issuers to get a deduction for the dividend payments on preferreds, just like they deduct interest payments on debt securities. Since no tax is paid by the issuer, there is no double tax to avoid and no DRD available to a corporate holder of hybrids. Initially, hybrids were primarily purchased by individual investors, but the market has now broadened to include institutions as well. The distributions from hybrid securities are classified as interest, and as such, they are taxed as ordinary income to the individual investor. Please contact your tax advisor for further discussion on this matter.

The Fund calculates the breakdown between Qualified Dividend Income (QDI) and interest and reports it to shareholders on Form 1099 after the end of the calendar year. We also publish the breakdown on the Fund's website and in the Annual Report to Shareholders.

The Fund invests in a portfolio of income producing securities consistent with its objectives and guidelines. The Fund's strategy is pretty straightforward - maximize income over the long term, while not exposing the Fund's net asset value to unnecessary risk. Over the long run, the income generated by a Fund's securities portfolio will be influenced primarily by two things - the level of long-term interest rates (typically measured by the yield on 30 year U.S. Treasury bonds) and the relationship of yields on the preferred securities held by the Fund to those long-term interest rates.

The Fund uses leverage to enhance returns to the shareholders. Most of the time, the Funds are able to borrow money through their issuance of preferred securities at rates well below the rates we can earn on the investment portfolio. Of course, the benefit of leverage is greatest when the "spread" between the income generated by the portfolio and the cost of leverage is wide. However, the converse is also true; leverage doesn't provide as much income when the spread is narrow.

The hedging strategy employed by the Fund is designed to do two things:

• Protect the Fund's net asset value from significant increases in long-term U.S. Treasury rates which occur over a short period of time; and,
• Enable the Fund's dividend rate to increase if long-term U.S. Treasury rates increase significantly over a short period of time.

The mechanism is pretty straightforward - if long-terms rates rise significantly, the hedging instruments used by the Fund should under normal market conditions increase in value. This increase offsets some of the decline in the value of the Fund's investment portfolio (protecting the Fund's NAV) and produces gains which can be used by the Fund to purchase additional income-producing securities. Please note that on a temporary or extended basis, the Adviser may determine that hedging Fund holdings is not likely to produce these results. If it does, the Adviser may not utilize any hedging strategy for the Fund or may limit hedging to a large extent, and the above results would not occur. Consequently, the Fund could have less protection of NAV and could generate less income than if the hedging strategies had been used.

There is an expense associated with hedging, however. We like to use the analogy of an insurance policy - each Fund pays premiums (cost of the hedging instrument) to buy "insurance," and it collects on the policy if long-term U.S. Treasury rates rise significantly. If rates do not rise significantly, then the Fund will lose the premium it paid without receiving any benefit. Like most insurance policies, generally it is better to have the insurance and not need it than to need it and not have it. However, the Fund may not hedge the interest rate exposure of the portfolio if the Adviser believes that the cost of hedging outweighs the likely benefits of it. Similarly, when viewed historically, if it turns out that the cost of hedging did outweigh the benefits (either because long-term U.S. Treasury rates did not rise significantly or because the hedging instruments the Fund employed did not perform as expected), the Fund will have paid for insurance it ultimately did not need.

In addition, the rate of the "insurance premium" is a function of many things, but a key factor is the differential between short- and long-term interest rates. As a general rule, when this differential is large, the cost of hedging is high.

Income, leverage cost and hedging cost create a three-legged dividend stool, and each leg can move up or down for different or similar reasons. Trying to forecast changes in one leg is difficult enough, let alone three. Consequently, projecting a dividend amount is a mixture of art and science, and becomes more difficult the further out in time we look.

Having said that, we can make some general observations about how the legs of the stool relate to one another. We already noted that falling long-term interest rates and rising short-term interest rates tend to lower income. At the same time, a flatter yield curve (i.e. a smaller difference between long and short rates) lowers the cost of hedging, potentially improving returns going forward. Conversely, rising long-term and short-term interest rates tend to increase income and, at the same time, increase the cost of the Fund's leverage. Whether the cost of hedging changes depends on how long-term and short-term interest rates move relative to each other. Although far from perfect, over the longer term there is some degree of balance among the three legs of the stool.

Nonetheless, over the shorter term, interest rate changes can adversely or positively impact the income a Fund receives and the cost of its leverage and hedging, and shareholders should consider these changes and their impact on the net income generated by that Fund and consequently the size of the dividend it is able to pay.

The answer to both questions is yes. The Fund's Dividend Reinvestment Plan (the "DRIP") provides a means of acquiring additional shares of the Fund without paying the full market premium, if any. When the market price is above NAV, new shares will be issued to participants in the Plan at the higher of NAV or 95% of the then current market price. Participating shareholders can therefore receive a discount on their reinvested shares of up to 5% of the market price. If the market price of the shares is below the NAV, the Plan purchases shares in the open market. The brokerage commission charged for acquiring these shares is competitive with most "discount" brokers. Shareholders should be aware that not all broker-dealers participate in the Fund's dividend reinvestment plan. If your shares are held in a brokerage account, ask your broker if his/her firm is set up to participate. If you hold your shares in certificate form, or if you would just like more information, call PFPC Inc., at 1-800-331-1710.

Every month the Funds pay dividends, and the value of the dividend is subtracted from the Funds' NAVs on the Ex-Dividend date each month. So when the NAVs are reported with an "Ex-Div" behind them, it means that the amount of the dividend has been taken out of the Net Asset Value.

Section 19 of the Investment Company Act of 1940 ("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. The two other most common sources from which dividends could be paid include the net profits from the sale of securities (capital gains), and paid-in capital (non-taxable return of capital).

The purpose of Section 19 is to afford security holders adequate disclosure of the sources from which dividend payments are made. The numbers included in such notices are only estimates, as the actual characterization of distributions is only determined on an annual basis. Such characterization is then reported to investors on Form 1099 DIV in January of each year. The report will also appear on this website - click here.

A Section 19 notice generally does not accompany every dividend payment, and the need to send such notice is determined by each Fund individually.

An inverted yield curve, where short-term rates are above long-term rates, would affect the Fund in three ways, and the net impact could be either positive or adverse depending upon the interaction of those three factors. First, an inverted yield curve would increase the cost of the Fund's leverage relative to the return the Fund earns on long-maturity assets. In fact, if the yield curve were to invert by a large amount, it's possible that the leverage costs could exceed the current return on the debt and preferred securities in the Fund's portfolio. These higher leverage costs would reduce the incremental return earned on the roughly one-third of the portfolio that is financed by the Fund's leverage.

Second, an inverted yield curve would reduce the cost of hedging on 100% of the portfolio. That is because the long-term cost of hedging is directly affected by the slope of the yield curve. When the yield curve is steep, hedging tends to be expensive, because the market charges hedgers the difference between long- and short-term yields. If the yield curve inverts, however, hedgers earn the difference between short- and long-term yields.

Third, how the yield curve inverts is also important to the Fund. On one hand, if the yield curve inverts with short-term rates rising and long-term rates falling, leverage costs rise while the hedge loses money. On the other hand, if the yield curve inverts with both short- and long-term rates rising, the hedge gains, if the hedging strategy is then being employed, can be used to offset some portion of the higher leverage costs; how much depends upon how far and how quickly long-term rates increase.

As we have explained in the past, the first two effects tend to generally offset the other over time in total return, with the higher cost of leverage reducing income and the lower cost of hedging improving NAV. But how those effects play out in any given quarter or year depends upon the third factor: How rates actually move.

As a result of the credit crunch that began in July 2007, there has been a lower correlation between changes in the value of the Fund’s portfolio holdings of preferred securities and the put options on Treasury bond futures that the Fund normally has used to hedge its preferred securities. During that time, the preferred securities holdings tended to trade more based on credit quality than on changes in interest rates as expressed in Treasury bond rates. Recently, the correlation was further reduced as investors’ flight to quality pushed Treasury bond rates downward. At the same time, the cost of hedging the Fund’s portfolio holdings has increased as short-term interest rates have dropped substantially below long-term rates and interest-rate volatility has increased. In response, throughout this period, the Fund’s investment adviser has modified its approach to hedging, which has moderated its cost to common stock shareholders. With the more severe market disruptions that began in September, the cost of hedging has increased considerably and the effectiveness of the hedging strategy has been further reduced. In light of this, the Fund has, temporarily, ceased using any instruments to hedge against significant increases in long-term interest rates. On a going-forward basis, the Fund will continue to evaluate the potential benefits of hedging the Fund’s portfolio holdings and the costs of doing so. At any particular time, all, none or some portion of the Fund’s holdings may be hedged.

Although their name sounds rather strange, interest rate swaps are one of the most widely used forms of derivative contracts. A swaption is simply an option to enter into an interest rate swap on pre-determined terms if that turns out to be attractive to do before the option expires. Similar to the put options on Treasury bond futures contracts that the Fund purchases as hedges, the entire price paid for the swaption is at risk. However, that is the most that a purchaser of a swaption can lose on the contract. For this reason, swaptions are probably more interesting to the Fund than swaps.

At the risk of oversimplification, this is the essence of an interest rate swap between two parties. Party A makes a "loan" to Party B at an interest rate that is fixed for the life of the swap. Party B makes a "loan" to Party A for the identical amount and life at an interest rate that will be variable based on a market indicator of short-term interest rates, which is often LIBOR (the London Interbank Offer Rate). Since the amounts of the "loans" offset each other, the only cash that actually changes hands is the difference between the fixed and variable interest rates, which will fluctuate over the life of the swap as the variable interest rate changes.

The structure of interest rate swaps, although it may seem somewhat contorted, makes them very useful in a wide range of hedging situations. The market value of existing interest rate swaps will reflect swings in general interest rates in a reasonably systematic way, which will, depending on how things turn out, be good for one of the parties to a swap and bad for the other. In this respect, swaps resemble the Fund's options-based hedges, but they also differ since they are not tied specifically to interest rates on Treasury bonds. At any point in time, they may or may not track preferred stocks closely given the often-observed idiosyncrasies of the preferred market.

There are various other risks of derivatives involved in interest rate swaps and swaptions. Even though major financial and broker/dealer organizations are the usual counterparties, anyone entering into such an agreement must carefully consider the other party's credit worthiness and its ability to perform its obligations. Market liquidity may also be a risk at certain times. Furthermore, legal and operational risks may be a reason to avoid more exotic derivative contracts. As is the case with the Fund's option-based hedges, interest rate swaps and swaptions involve significant economic leverage that could cause relatively small changes in interest rates to produce disproportionally large swings in the market value of the swaps or swaptions and a significant risk of loss.

Two alternatives are almost always better than one. Subject to numerous conditions, interest rate swaps (and, therefore, swaptions) should track reasonably closely the value of corporate bonds as interest rates change. Our traditional Treasury based hedges are naturally more likely to follow the path of Treasury bonds. Being able to choose between the two alternatives gives us another way to attempt to manage tracking discrepancies between our hedges and the preferred portfolio.

The Fund’s shares trade on the New York Stock Exchange (NYSE) under the symbol “FLC”. As with any other companies listed on the NYSE, investors can purchase or sell shares of Common Stock of the Fund during normal business hours of the NYSE through a registered broker-dealer.

Managing preferred portfolios has been the specialty of Flaherty & Crumrine since its inception in 1983 (and the experience of the portfolio managers goes back well beyond that at their prior employer). Flaherty & Crumrine has been managing similarly structured hedged and leveraged closed-end preferred funds since 1991.

FLC is a closed-end investment company. Closed-end funds have inherent advantages over traditional mutual funds (or “open-end funds”). For example, a closed-end fund like FLC can use preferred stock leverage and as a fixed pool, it can fully allocate its assets to higher yielding securities without regard to the volatile inflows and outflows associated with the shareholder purchases and redemptions that occur in open-end funds. Both these advantages can work to increase the distributions paid to FLC’s shareholders.

These benefits are accompanied by investment risks that do not exist with open-end funds. Open-end funds issue and redeem shares directly with their shareholders at a price equal to the underlying value of all fund assets (Net Asset Value or NAV). Closed-end fund shareholders do not have the right to cause the redemption of their shares. Instead, closed-end fund shareholders buy and sell their shares on markets like the New York Stock Exchange. A closed-end fund’s shares should trade relative to the NAV of the fund – the market, however, further exposes the price of the shares to the laws of supply and demand and the price can and does vary widely from NAV.

Supply and demand for a fund is dictated by each investor’s perception of the underlying value of the shares relative to other available investment options.

The starting point for any investor considering selling or purchasing shares of a fund is the NAV calculated by the fund. With income funds, like FLC, investors also consider the fund’s dividend levels. These two performance components of NAV and income are reflected in the fund’s total investment return on NAV. In fact, the best measure of the performance of an investment adviser is the fund’s total investment return based on NAV.

Like all investors, investors in closed-end funds make their own decisions about the fundamental quality of a fund’s NAV and the likelihood that it will continue to produce similar total returns on NAV. An investor may value a fund’s shares at a premium to NAV if the investor believes that the fund is likely to perform better than it has in the past, because of projected dividend levels, net asset value, net asset value volatility, call protection, quality of fund management and portfolio credit quality. Alternatively, an investor may similar value a fund’s shares at a discount to NAV based on negative interpretations of the same factors.

Investor decisions are never made in isolation, however, and supply and demand cannot be fully understood without reference to the market conditions for a fund’s shares and the investor’s objectives and alternative investment opportunities. In other words, an investor may decide to purchase or sell shares of a fund based on reasons unrelated to his or her assessment of the fund’s total return on NAV. Commentators speculate that some investors apply an automatic discount to NAV because of the nature of the closed-end fund structure itself – yet some funds consistently trade at premiums. Once an investor has decided to purchase shares of a closed-end fund (perhaps because of some of their inherent advantages), comparative performance matters as well. Stated another way, a fixed-income investor will typically gravitate to that fund in a group of funds with similar investment objectives which offers the best yield for the amount of risk involved.

Finally, investment decisions may be motivated for reasons beyond the performance of the fund, the closed-end structure, or comparative performance. Investors always have personal economic situations that impact their decisions. One example of this may be year-end tax selling. If an investor has losses in a closed-end fund, and gains in some other investment, that investor may make a rational decision to sell his or her shares of the fund at year-end in order to offset any tax gains. In a market environment, tax selling is especially detrimental because it can provide increased supply which may drive down the market price which can in turn lead to more tax selling.

Of course, no single reason can explain the price calculated by a market. There are as many reasons, or combination of reasons, as there are shareholders for why each investor sells or buys shares. And, in the end, the collective effect of all these investor decisions may result in market prices at a premium or discount to NAV.

FLC is no different than any other closed-end fund, and its market price will be controlled by the laws of supply and demand.

Closed-end funds such as FLC differ from open-end funds in some very important ways.

First, let's identify the similarities. In general terms, both types are built around professionally managed portfolios intended to meet a specific investment objective. At any point in time, the value of the portfolio can be determined, and, adjusting for any liabilities incurred by the fund, used to calculate the net asset value ("NAV"). The NAV per share is the intrinsic value of one share of the fund.

The key difference between a closed-end fund and an open-end fund is the manner in which the shares change hands. Closed-end funds issue a fixed number of shares only at the inception of the fund (hence the term "closed"). The shares are usually listed on a major stock exchange (FLC is listed on the NYSE) and the price of the shares will fluctuate based on what a willing buyer would pay for the shares of a willing seller(just like buying or selling shares of Microsoft or any other listed company). The price may or may not bear a close relationship to the NAV. If the market price is above the NAV, the Fund is said to be trading at a "premium". If the market price is below the NAV, the Fund is said to be trading at a "discount".

Open-end funds issue new shares and redeem old shares daily (hence the term "open"). During business hours, investors may indicate to the fund their desire to purchase or sell shares in the fund. The fund will compute the NAV as of the close of business and either issue new shares or redeem outstanding shares at that NAV.

There are other important differences (for example, it is more common for closed-end funds to employ leverage), but the key difference is the mechanism for trading the shares of each.

The Fund’s prospectus offers a more thorough discussion of the risks and considerations associated with an investment in the Fund. Such risks and considerations include, but are not limited to: Investment Risk, Credit Risk, Investment and Market Risk, Management Risk, Hedging Risk, Leverage Risk, Concentration Risk, Inflation Risk, Anti-Takeover Provisions, Market Disruption, Subordination, Limited Voting Rights, Deferral Risk, Special Redemption Rights, Auction Market Preferred Shares Risk and Illiquidity and Tax Risks.