FIRST PUERTO RICO AAA FIXED INCOME FUND, INC.

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1 FIRST PUERTO RICO AAA FIXED INCOME FUND, INC. Annual Report and Investment Performance Review for the Year Ended March 31, 2014

2 June 12, 2014 Dear Shareholder: We are pleased to present the Annual Report to shareholders of the First Puerto Rico AAA Fixed Income Fund, Inc. (the Fund ) for the year ended March 31, During this year, we continued to face recurrent challenges in managing the Fund s portfolio, including a volatile interest rate environment, fluctuating oil prices, and global political and economic challenges. Despite these challenges, we have continued to work diligently towards achieving the Fund s investment objectives. PERFORMANCE OF THE FUND For the period from March 31, 2013 to March 31, 2014, the net assets value (NAV) decreased from $9.89 to $9.22. For the same period, the Fund s total rate of return decreased from 4.26% to (2.37)%, respectively. (These returns assume the reinvestment of dividends and are before the imposition of a sales load.) The Fund made thirteen dividend payments during the 12-month period ended March 31, 2014, including a special dividend of 6.48% gross / 5.832% net declared on March 31, 2014, payable on April 16, FACTORS AFFECTING THE FUND S PERFORMANCE U.S. economic growth for the fiscal year highlighted a significant reversal in economic activity relative to the prior year, expanding by 2.0% during the period. As a result of the strong economic tailwinds, the Federal Reserve decided to gradually reduce its long-term asset purchase program at their most recent policy committee meeting. Fundamentals improved sharply during the year, with most of the economic sectors surging with the exception of government outlays. Consumer spending, which accounts for a significant portion of economic activity, surged by 2.5%, whereas gross private investment increased at a rate of 3.7%. Also, a stalemate in Congress with respect to the approval of the federal budget was avoided, paving the way for a less restrictive fiscal policy environment for Against this backdrop, the risk-free yield curve steepend and credit markets reacted favorably to the gradual rise in rates, with the Markit CDX North American IG Index decreasing by approximately 21 bps, from to The US treasury curve steepend by 69 basis points with the 2-year Treasury note increasing by 0.176% and the 10-year Treasury note yield increasing by approximately 87 basis point, from 1.849% to 2.719%. Within sectors, the Corporate sector outperformed on a relative basis during the period with return of 1.47%. On the other hand, U.S. Agency MBS, Taxable Municipals, and Treasuries underperformed on a relative basis, increasing by 0.20%, and dropping by 1.17% and 1.26% respectively for the year. Notwithstanding the uncertain impact of higher long-term interest rates in the real estate market, there are encouraging signs that the economy will slowly continue to heal, but with unabated support from the U.S. central bank. Specifically, the continued deleveraging at the household level, strong corporate balance sheets, a highly accommodative monetary policy and an expansion in the real estate market should gradually help propel the economy towards full employment. The latter factor in our opinion is the key to a vigorous recovery at the household level and the financial system and a subsequent sustained economic recovery without the dependency of highly accommodative monetary policies. In summary, the economic expansion in the U.S. is being supported by the Fed s aggressive monetary policy stand, but the deleveraging process at the household and government level will continue to lead to below potential output in SAM will continue monitoring the investment portfolios and the markets on a daily basis in order to seize opportunities that may arise due to market inefficiencies. SAM will remain vigilant of any changes in the interest rate and geopolitical environment in order to make appropriate adjustments that are consistent with long-term objectives.

3 On behalf of all of us associated with First Puerto Rico AAA Fixed Income Fund, Inc., we thank you for your investment. We look forward to meeting your investment needs. Sincerely, Fredy Molfino Chairman of the Board and President Paul Hopgood, CFA Senior Vice President & Chief Investment Officer Santander Asset Management

4 Jul-08 Nov-08 Mar-09 Jul-09 Nov-09 Mar-10 Jul-10 Nov-10 Mar-11 Jul-11 Nov-11 Mar-12 Jul-12 Nov-12 Mar-13 Jul-13 Nov-13 Mar-14 Growth of a $10,000 investment since inception (July 3, 2008) of First Puerto Rico AAA Fixed-Income Fund, Inc. $14,000 $13, % 26.26% $12,000 $11,000 $10,000 $9,000 NAV NAV $12,626** $13,083*** Cumulative Returns* 1 Year w/load: (5.78)%** Life of Shares w/load: 26.26%** 1 Year w/o load: (2.37)%*** Life of Shares w/o load: 30.83%*** * The total returns assume reinvestment of all dividends at the net asset value ( NAV ) of the Fund s shares and an initial investment of $10,000 since commencement of operations on July 3, All of the data in this report represents past performance which cannot be used to predict the Fund s future returns. Share price and return can fluctuate widely. An investor s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the sale of Fund shares. ** Performance based on NAV including the front end sales charge of 3.50%. *** Performance based on NAV without including the front end sales charge of 3.50%.

5 Investment Portfolio March 31, 2014 Face Amount Issuer Coupon Maturity Date Fair Value Puerto Rico Securities 81.0%(a) Freddie Mac(d) 5.7% $ 1,364,010 # Freddie Mac (Pool B70789) 4.00% 06/01/2039 $ 1,422,000 Total Freddie Mac (cost $1,405,270) 1,422,000 Fannie Mae(b) 68.9% 1,559,901 # Fannie Mae (Pool ) 7.50% 02/01/2031 1,819,625 3,836,772 # Fannie Mae (Pool ) 5.50% 07/01/2038 4,239,649 2,112,840 # Fannie Mae (Pool ) 5.50% 08/01/2038 2,335, ,768 # Fannie Mae (Pool ) 5.50% 04/01/ , ,046 # Fannie Mae (Pool ) 5.50% 07/01/ , ,183 Fannie Mae (Pool AC0877) 4.50% 08/01/ ,218 2,005,439 # Fannie Mae (Pool AE1216) 3.50% 01/01/2041 2,021,274 2,834,712 # Fannie Mae (Pool AE1260) 3.50% 08/01/2041 2,857, ,935 Fannie Mae (Pool CI) 6.44% 03/25/ , ,265 Fannie Mae (Pool DS) 7.24% 04/25/ ,603 9,115,051 Fannie Mae (Pool YI) 6.42% 07/25/2036 1,890,106 Total Fannie Mae (cost $16,411,547) 17,139,283 Collateralized Mortgage Obligations(c) 6.4% 458,740 Credit Suisse Mortgage Capital Certificates, Series , Class 8A2 6.00% 10/25/ ,549 24,589 Deutsche Mortgage Securities, Series 2006-PR1, Class 2AF 0.55%& 04/15/ , ,628 Deutsche Mortgage Securities, Series 2006-PR1, Class 4AF2 0.63%@ 04/15/ ,236 12,589 Prime Mortgage Trust, Series 2006-DR1, Class 1A1 5.50% 05/25/ ,054 5,235 Prime Mortgage Trust, Series 2006-DR1, Class 1A2 6.00% 05/25/2035 5, ,930 Prime Mortgage Trust, Series 2006-DR1, Class 2A1 5.50% 05/25/ ,315 Total Collateralized Mortgage Obligations (cost $1,482,399) 1,580,285 Total Puerto Rico Securities (cost $19,299,216) 20,141,568 U.S. Securities 123.0%(a) GNMA(e) 55.2% 13,285,809 GNMA Tax(Pool P752871) 3.85% 07/15/ ,753,430 Total GNMA (cost $13,813,812) 13,753,430 Fannie Mae(b) 41.6% 4,909,486 # Fannie Mae (Pool AB9704) 4.00% 06/01/2043 5,067,252 5,121,602 # Fannie Mae (Pool MA1510) 4.00% 07/01/2043 5,284,935 Total Fannie Mae (cost $10,334,991) 10,352,187 Collateralized Mortgage Obligation(c) 0.1% 29,646 Bear Stearns Adjustable Rate Mortgage Trust, Series , Class 14A1 5.24%^ 11/25/ ,036 Total Collateralized Mortgage Obligation (cost $29,646) 29,036 The accompanying notes are an integral part of the financial statements. 4

6 Investment Portfolio March 31, 2014 (concluded) Face/ Notional Amount Issuer/Counterparty Coupon Maturity Date Fair Value U.S. Securities (continued) Corporate Bond 26.1% $ 7,500,000 # Microsoft Corporation 3.50% 11/15/2042 $ 6,488,430 Total Corporate Bond (cost $7,443,158) 6,488,430 Total U.S. Securities (cost $31,621,607) 30,623,083 Total Investment Portfolio (cost $50,920,823)(f), 204.0% 50,764,651 Interest Rate Swaps (7.0)%(a) 13,400,000 JP Morgan Chase Bank, N.A.* 09/01/2024 (1,733,911) Total Interest Rate Swaps (1,733,911) Interest Rate Floor Contract (0.4)%(a) 13,400,000 JP Morgan Chase Bank, N.A.* 09/01/2014 (105,339) Total Interest Rate Floor Contract (105,339) Other Assets and Liabilities, net (96.6)%(a) (24,043,673) Net Assets, 100.0% $ 24,881,728 (a) Percentages are based on net assets. (b) Fannie Mae Mortgage-backed securities guaranteed by the Federal National Mortgage Association. These obligations are subject to principal paydowns as a result of prepayments or refinancing of the underlying mortgage instruments. As a result, the average life of these securities may be substantially less than their original maturity. (c) Collateralized Mortgage Obligations Represents obligations guaranteed by the underlying mortgage backed securities, which in turn are guaranteed by mortgage loans. These obligations are subject to principal paydowns as a result of prepayments or refinancing of the underlying collateral. As a result, the average life of these securities may be substantially less than their original maturity. (d) Freddie Mac Mortgage-backed securities guaranteed by the Federal Home Loan Mortgage Corporation. These obligations are subject to principal paydowns as a result of prepayments or refinancing of the underlying mortgage instruments. As a result, the average life of these securities may be substantially less than their original maturity. (e) GNMA Mortgage-backed securities guaranteed by the Government National Mortgage Association. These obligations are subject to principal paydowns as a result of prepayments or refinancing of the underlying mortgage instruments. As a result, the average life of these securities may be substantially less than their original maturity. GNMA securities are mortgage backed securities guaranteed by the full faith and credit of the U.S. Government. (f) The aggregate identified cost for income tax purposes is substantially the same. Fair value includes net unrealized depreciation in which there was an excess of tax cost over fair value of $156,172. # This security, or a portion thereof, has been pledged as collateral for reverse repurchase agreements, interest rate swaps or floor contract. * Agreement may be called before its maturity date. & Variable interest based on one-month U.S. dollar LIBOR Index plus 27 basis Variable interest based on one-month U.S. dollar LIBOR Index plus 35 basis points. ^ Variable interest based on the weighted average coupon of the collateral. The accompanying notes are an integral part of the financial statements. 5

7 Statement of Assets and Liabilities March 31, 2014 Assets Investments, at fair value (cost $50,920,823)... $50,764,651 Cash... 61,961 Interest receivable ,654 Prepaid expenses... 3,340 Total assets... 51,085,606 Liabilities Dividends payable... $ 242,088 Securities sold under agreements to repurchase... 23,993,000 Interest payable on securities sold under agreements to repurchase... 5,450 Floor contract, at fair value ,339 Swap contract, at fair value... 1,733,911 Interest payable on swap contracts... 35,951 Accrued investment advisory fees... 13,721 Accrued administration fees... 5,447 Accrued directors' fees... 4,000 Accrued distribution fees... 5,776 Other accrued expenses... 59,195 Total liabilities... 26,203,878 Net Assets... $24,881,728 Net Assets Net assets consist of : Par value of common stock... $ 26,989 Paid-in capital in excess of par value... 27,267,538 Undistributed net investment income... 1,843,035 Accumulated net realized loss from investment transactions... (38,300) Net unrealized depreciation on investments... (156,172) Net realized loss on swap contracts... (1,451,629) Net unrealized depreciation on swap contracts... (1,733,911) Net realized loss on options (including floor contract)... (871,893) Net unrealized depreciation on floor contract... (105,339) Net realized gain on futures contracts ,410 Net Assets... $24,881,728 Net asset value ($24,881,728 divided by 2,698,865 Class A shares of common stock outstanding, $0.01 par value)... $ 9.22 The accompanying notes are an integral part of the financial statements. 6

8 Statement of Operations For the Year Ended March 31, 2014 Investment Income Income Interest*... $2,603,937 Expenses Interest and leverage related expenses... $ 88,883 Investment advisory fees ,410 Administration fees... 83,567 Transfer agency fees... 19,285 Sub-transfer agency fees... 35,025 Custodian fees... 41,786 Professional fees... 51,171 Directors' fees and expenses... 24,337 Distribution fees... 80,675 Printing expenses... 6,223 Miscellaneous expenses... 9,914 Total expenses ,276 Fees waived by Investment Adviser**... (30,551) Total expenses after waiver ,725 Net investment income... 1,872,212 Net Realized and Unrealized Gain (Loss) from Investments, Swaps, Floor Contract and Futures Contracts: Net realized loss from investment transactions... (61,414) Net unrealized depreciation on investments... (3,486,448) Net realized loss on swap contracts^... (299,805) Net unrealized appreciation on swap contracts ,313 Net realized loss on floor contract... (247,357) Net unrealized appreciation on floor contract ,984 Net realized gain on futures contracts ,978 Net unrealized appreciation on futures contracts... 41,157 Net loss from investments, swaps, floor contract and futures contracts... (2,827,592) Net decrease in net assets resulting from operations... $ (955,380) * As disclosed in Note 2, realized loss on mortgage-backed security paydowns amounting to $102,562 is recorded as an adjustment to interest income. ** The fees waived are subject to recoupment by the Investment Adviser as provided in Note 3. ^ As disclosed in Note 2, net interest resulting from swap contracts not designated for hedge accounting amounting to $461,479 is recorded as an adjustment to realized loss on swap contracts. The accompanying notes are an integral part of the financial statements. 7

9 Statements of Changes in Net Assets For the Year Ended March 31, 2014 For the Year Ended March 31, 2013 Increase (decrease) in net assets: Operations: Net investment income... $ 1,872,212 $ 2,128,098 Net realized (loss) gain from investment transactions... (61,414) 405,661 Net unrealized (depreciation) appreciation on investments... (3,486,448) 164,279 Net realized loss on swap contracts... (299,805) (404,035) Net unrealized appreciation (depreciation) on swap contracts ,313 (1,702) Net realized loss on floor contract... (247,357) (241,443) Net unrealized appreciation on floor contract , ,702 Net realized gain (loss) on futures contracts ,978 (152,568) Net unrealized appreciation (depreciation) on futures contracts... 41,157 (41,157) Net (decrease) increase in net assets resulting from operations... (955,380) 2,040,835 Distributions to shareholders from: Net investment income... (1,741,807) (1,974,060) Decrease in net assets from Fund share transactions... (11,221,560) (8,592,341) Decrease in net assets... (13,918,747) (8,525,566) Net assets, beginning of year... 38,800,475 47,326,041 Net assets, end of year (including undistributed net investment income of $1,843,035 and $1,712,630, respectively)... $24,881,728 $38,800,475 The accompanying notes are an integral part of the financial statements. 8

10 Statement of Cash Flows For the Year Ended March 31, 2014 Increase / (Decrease) in Cash Cash flows from operating activities: Net decrease in net assets from operations... $ (955,380) Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities: Purchases of portfolio securities... (13,225,962) Proceeds from sales of portfolio securities... 31,217,514 Proceeds from paydowns... 6,349,965 Accretion of discount on investments, net ,674 Decrease in interest receivable... 86,495 Decrease in futures contracts... 18,422 Increase in prepaid expenses... (2,025) Increase in interest payable... 13,791 Decrease in accrued expenses... (38,302) Net unrealized depreciation on investments, swaps contract and floor contract... 2,514,151 Net realized loss from investment transactions... 61,414 Net cash provided by operating activities... $26,518,757 Cash flows from financing activities: Redemptions of common stock... (11,476,077) Net decrease in borrowings and leverage related transactions... (13,983,000) Dividends and distributions... (1,245,202) Net cash used in financing activities... (26,704,279) Cash: Net decrease... (185,522) Beginning balance ,483 Ending balance... $ 61,961 Supplemental disclosure of cash flows information: Cash paid for interest and leverage related expenses... $ 85,665 Non cash activities: Dividends reinvested by common shareholders... $ 254,517 Dividends payable... $ 242,088 The accompanying notes are an integral part of the financial statements. 9

11 Financial Highlights The following table includes selected data for a share outstanding throughout the year and other performance information derived from the financial statements. For the Years Ended: Net asset value, beginning of the year... $9.89 $9.92 $9.94 $10.44 $10.00 Income from investment operations: Net investment income ^ 0.56^ 0.57^ 0.92^ 0.91^ Net realized and unrealized (loss) gain on investments, swaps, options and futures contracts... (0.92)^ (0.14)^ 0.00^ (0.69)^ 0.31^ Total (loss) income from investment operations... (0.15) Less distributions from: Net investment income... (0.52) (0.45) (0.59) (0.73) (0.78) Net asset value, end of year... $9.22 $9.89 $9.92 $9.94 $10.44 Total return (a)... (2.37)% 4.26% 6.51% 2.96% 11.73% Ratios/Supplemental Data: Net operating expenses to average net assets (c) % 1.92% 1.93% 1.90% 1.81% Net operating expenses to average daily net assets (b) % 1.00% 1.00% 1.00% 1.00% Interest and leverage related expenses to average net assets (f) % 0.32% 0.22% 0.23% 0.20% Total expense ratio (c) (d) %^ 2.24%^ 2.15%^ 2.13%^ 2.01%^ Net investment income ratio (c) %^ 4.85%^ 6.60%^ 8.20%^ 8.75%^ Portfolio turnover rate... 21% 9% 29% 28% Net assets, end of year (in thousands)... $24,882 $38,800 $47,326 $32,723 $46,000 (a) (b) (c) (d) ^ The total return assumes reinvestment of all dividends at net asset value and does not reflect the imposition of a sales charge. Total return would have been lower in the absence of a waiver. The net operating expense ratio is based on the average daily net assets as disclosed in Note 3 and includes fees waived by the Investment Adviser. The net operating expense ratio, excluding fees waived by the Investment Adviser would have been 1.05%, 1.02% and 1.03% for the years ended March 31, 2014, 2011 and 2010, respectively. For the years ended March 31, 2013 and 2012, there were recouped fees. Based on average net assets attributable to common shareholders of $32,270,092; $43,856,821; $39,813,175; $42,895,130 and $44,411,599 for the years ended March 31, 2014, 2013, 2012, 2011 and 2010, respectively. The total expense ratio includes the fees waived by the Investment Adviser. The total expense ratio, excluding fees waived by the Investment Adviser, would have been 2.36%, 2.17%, and 2.07% for the years ended March 31, 2014, 2011 and 2010, respectively. For the years ended March 31, 2013 and 2012, there were recouped fees. The net investment income, net realized (loss) gain on swaps and total expenses reflect the reclassification of net settlements made under swaps not designated for hedge accounting for the years ended March 31, 2014, 2013, 2012, 2011 and The accompanying notes are an integral part of the financial statements. 10

12 Notes to Financial Statements Note 1. Note 2. Organization. First Puerto Rico AAA Fixed Income Fund, Inc. (the Fund ) is a non-diversified, open-end management investment company registered under the Puerto Rico Investment Companies Act. The Fund was incorporated on May 2, 2008 and commenced operations on July 3, The investment objective of the Fund is to provide shareholders with the opportunity to obtain current investment income, consistent with the preservation of capital, its investment policies and prudent investment management. Significant Accounting Policies. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund: Net Asset Value Per Share. The net asset value per share of the Fund is determined by the Administrator on a daily basis after the close of trading on the New York Stock Exchange (NYSE), or if such day is not a business day in New York City and Puerto Rico, on the next succeeding business day. The net asset value per share is computed by dividing the assets of the Fund less its liabilities, by the number of outstanding shares of the Fund. Security Valuation. The fair value of the securities is determined in good faith by the Administrator on the basis of the valuations provided by dealers or independent pricing services, when such prices are available, with the assistance of the Investment Adviser, under the guidelines approved by the Board of Directors. Equity securities are valued at the official closing price of, or the last reported sales price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued, or lacking any sales, at the last available bid price. Certain securities of the Fund for which quotations are not readily available from any source, are valued at fair value by or under the direction of the Investment Adviser utilizing quotations and other information concerning similar securities obtained from recognized dealers. Short-term securities having a maturity of 60 days or less are valued at amortized cost, which approximates fair value. All Puerto Rico fixed income securities valuations provided by broker-dealers are priced using the average of two quotes, if available. The Investment Adviser can override any price that it believes is not consistent with the market conditions, using quotes from other broker-dealers. The Fund follows Financial Accounting Standards Board Accounting Standards Codification No. 820 ( ASC 820 ), Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In addition, ASC 820 establishes disclosures about fair value measurements in financial statements based on hierarchical levels directly related to the amount of subjectivity associated with the inputs used to determine the fair value of financial instruments. The various inputs that may be used to determine the value of the Fund s investments are summarized in three broad levels. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Level 1 Quoted prices in active markets for identical instruments. Level 2 Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others. Level 3 Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an instrument at the end of the period), unobservable inputs may be used. The following table summarizes the Fund s investments as of March 31, 2014, based on the inputs used to value them: Assets: Level 1 Level 2 Level 3 Total Puerto Rico Securities Freddie Mac... $ $ 1,422,000 $ $ 1,422,000 Fannie Mae... 17,139,283 17,139,283 Collateralized Mortgage Obligations... 1,580,285 1,580,285 U.S. Securities GNMA... 13,753,430 13,753,430 Fannie Mae... 10,352,187 10,352,187 Collateralized Mortgage Obligation... 29,036 29,036 Corporate Bond... 6,488,430 6,488,430 Total... $ $50,764,651 $ $50,764,651 11

13 Notes to Financial Statements (continued) Liabilities: Level 1 Level 2 Level 3 Total Interest rate floor... $ $ 105,339 $ $ 105,339 Interest rate swaps... 1,733,911 1,733,911 Total... $ $ 1,839,250 $ $ 1,839,250 No transfer in or out of Level 1, 2 or 3 fair value measurements occurred during the year ended March 31, The following is a description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis and classified as Level 2. Puerto Rico securities: Freddie Mac and Fannie Mae Fair value for these securities is obtained from third-party pricing service providers that use a pricing methodology based on observable market inputs. Market inputs used in the evaluation process include all or some of the following: reported trades, benchmark securities, bid/offer price or spread, two sided markets, broker/dealers quotes, benchmark curves including but not limited to Treasury benchmarks, LIBOR and swap curves, discount rates, market data feeds from commercial data vendors, loan level information, investor reports, prepayment speeds and trustee reports. Collateralized Mortgage Obligations Quoted prices for these securities are obtained from third-party pricing service providers and from broker-dealers. Third-party pricings are based on some of the following: benchmark yields, reported trades, issuer spreads, prepayment speeds, benchmark securities, bids, offers and market indicators. Broker-dealers pricings are based on the characteristics of the collateral and on a bond s theoretical value for similar obligations defined by credit quality and market sector and for which fair value incorporates an option adjusted spread. The option adjusted spread includes prepayment and volatility assumptions, ratings and spread adjustments. The Deutsche Mortgage Securities, Series 2006-PR1 Class 2AF is valued using a broker dealer quote, determined by management to be a market participant and considered to be an estimate of fair value that is indicative of market transactions. Market inputs for this security are based on the characteristics of the collateral, prepayment speeds, benchmark curves, option adjusted spread (OAS) levels, TBA (to be announced) spreads, and/or spreads to cash and future LIBOR curves. U.S. securities: GNMA and Fannie Mae Fair value for these securities is obtained from third-party pricing service providers that use a pricing methodology based on observable market inputs. Market inputs used in the evaluation process include all or some of the following: reported trades, benchmark securities, bid/offer price or spread, two sided markets, broker/dealers quotes, benchmark curves including but not limited to Treasury benchmarks, LIBOR and swap curves, discount rates, market data feeds from commercial data vendors, loan level information, investor reports, prepayment speeds and trustee reports. Collateralized Mortgage Obligation Fair value for this security is obtained from a broker-dealer indicative quote, determined by management to be a market participant and considered to be an estimate of fair value that is indicative of market transactions. The price is based on prepayment speeds, benchmark curves, Option Adjusted Spread (OAS) levels, TBA (to be announced) spreads, and/or spreads to cash and future LIBOR curves. Corporate Bond Fair value for this security is obtained from third-party pricing service providers that use a pricing methodology based on observable market inputs. Market inputs used in the evaluation process include all or some of the following: benchmark yields, reported trades, dealer quotes, observed market movements, benchmark quotes, individual issuer creditworthiness and sector news or events. Interest rate floor contract/swap contracts: Interest rate floor contract and swap contracts are traded in over-the-counter active markets. These derivatives are indexed to an observable interest rate benchmark, such as LIBOR, and are priced using an income approach based on present value and option pricing models using observable inputs. The non-performance risk is determined using models that consider the collateral held, the remaining term, and the creditworthiness of the entity that bears the risk. The fair value of the liabilities related to the interest rate swaps and floors entered into by the Fund takes into consideration the non-performance risk of the Fund. The limitations established in the Puerto Rico Investment Company Act and related regulations issued by the Puerto Rico Commissioner of Financial Institutions for the use of leverage by the Fund, result in a significant amount of assets available to pay liabilities of the Fund. Accordingly, no significant adjustment for nonperformance risk was considered necessary when fair valuing such swaps and floor contracts at March 31,

14 Notes to Financial Statements (continued) The Board of Directors of the Fund has established a Pricing Committee to assist with the oversight of the valuation of the Fund s securities and to oversee the implementation of the Fund s valuation policies and procedures. The Pricing Committee is comprised of top management from Santander Asset Management LLC ( SAMLLC ), the investment adviser and administrator of the Fund. The Pricing Committee s responsibilities include unchanged price review, illiquid securities, market movement, and/or providing recommendations for approval to the Board of Directors, in accordance with the Fund s valuation policies. The Pricing Committee primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investments to determine the appropriateness of the fair value of the investments. Valuation reviews may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry. SAMLLC is responsible for monitoring developments that may impact Level 3 fair values and discuss at least on a quarterly basis with the Pricing Committee and inform to the Board of Directors. The appropriateness of Level 3 fair values is assessed based on results of unchanged price review and consideration of macro or security specific events and back testing. In addition, management has internally established materiality thresholds to monitor and investigate material deviations in prices obtained from pricing providers as well from broker-dealers on a daily basis. The investment adviser compares prices to other sources, such as Bloomberg or broker-dealer quotes, and analyzes the prices trends to evaluate reasonableness of prices in case the direction of the price changes by more than 5% and challenge any prices deemed not to be representative of fair value. Also a control department, which report to the Chief Executive Officer of SAMLLC, compares the prices on every purchase and sale executed by the trading department against an alternate pricing source to monitor variances. Share Class. On November 22, 2011, the Board of Directors of the Fund approved the discontinuation of the public offering of the Class A shares in order to protect shareholders from a possible yield dilution under the current interest rate environment and to promote the creation of a more stable asset base and the continued efficient management of the Fund. Effective as of the close of business on December 13, 2011, the Fund discontinued the public offering of its shares of Class A common stock. Thereafter, Class A shares will only be issued to current Class A shareholders pursuant to the Fund s Automatic Dividend Reinvestment Plan. All dividends on the outstanding Class A shares will continue to be reinvested automatically in Class A shares, unless such shareholders have elected to have dividends and capital gains distributions paid in cash. Shares will continue to be redeemable on a daily basis. The Board of Directors reserves the right to reopen the Fund for subscriptions at a future date. Securities Sold Under Agreements to Repurchase (Reverse Repurchase Agreements). Under these agreements, the Fund sells securities, receives cash in exchange and agrees to repurchase the same or substantially the same securities at a mutually agreed upon date and price. Ordinarily, the counterparties with which the Fund enters into these agreements require delivery of collateral. These transactions are treated as financings and recorded as liabilities. Therefore, no gain or loss is recognized on the transaction and the securities pledged as collateral remain recorded as assets of the Fund. Securities Purchased Under Agreements to Resell (Repurchase Agreements). Under these agreements, the Fund advances cash and receives delivery of underlying securities, the fair value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price, and agrees to resell the same or substantially the same securities at a mutually agreed upon date and price. In the event of default, bankruptcy or insolvency of the seller, additional delays and costs may be incurred. At March 31, 2014, there were no repurchase agreements outstanding. Swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund currently utilizes interest rate swaps to fix the rate on the expected rollover of the instruments in the Fund s leverage program and to economically hedge the Fund s exposure to prepayment risk on certain fixed-rate investments. By entering into the swap, the principal amount of the hedged item would remain unchanged but the interest payment streams would change. Interest rate swaps are marked to market daily based upon quotations received from independent sources and the change, if any, is recorded as unrealized appreciation or depreciation in the statement of operations. The Fund could be exposed to market risk due to unfavorable changes in interest rates or to the risk that a counterparty may default on its obligation to the Fund. Net interest incurred under swap contracts not designated for hedge accounting are recorded as a component of net realized loss on swap contracts in the statement of operations. For the year ended March 31, 2014, net interest incurred under swap contracts not designated for hedge accounting amounted to $461,479. At March 31, 2014, there were no swap contracts outstanding designated for hedge accounting treatment. Options. The Fund may purchase or write option contracts to manage exposure to market risk and interest rate risk. Exchange-traded options are valued on a weekly basis using the last sale price or, in the absence of a sale, at the mean between the last reported bid and asked prices. Options traded over-the-counter are valued on a weekly basis using dealersupplied valuations. Changes in value, if any, are recorded as unrealized appreciation or depreciation in the statement of operations. Realized gain or loss is recognized when the option contract is exercised, expires or is closed. 13

15 Notes to Financial Statements (continued) When the Fund writes an option, the premium received is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains. The difference between the premium and the amount paid for a closing purchase, including brokerage commissions, is also recorded as a realized gain/loss. If a written call option is exercised, the premium received is added to the proceeds from sale of the underlying security in determining whether the Fund has realized a gain or loss. If a written put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. At March 31, 2014, there were no option contracts outstanding, except for the interest rate floor contract discussed below. A Fund as a writer of an option has no control over whether the underlying instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the instrument underlying the written option. The risk associated with purchasing put and call options is limited to the premium paid. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain or loss. An interest rate floor is an option that protects the buyer or holder from declines in short-term interest rates by receiving a payment when an underlying interest rate falls below a specified strike rate. When the Fund purchases an interest rate floor, the premium paid is recorded as an asset and is subsequently adjusted to the current fair value. When the Fund writes an interest rate floor, the premium received is recorded as a liability and is subsequently adjusted to the current fair value. At March 31, 2014, there was one interest rate floor contract outstanding. Premiums paid for purchased options that expire unexercised are treated by the Fund on the expiration date as realized losses. Futures. From time to time, the Fund may seek to hedge its investment portfolio with futures for a variety of reasons, including convexity, prepayment, market and interest rate risk. There is a risk that the correlation of futures contracts and the securities being hedged may be different than that expected at the time of the hedge, which could result in a loss to the Fund. Buying futures tends to increase the Fund s exposure to the underlying instrument. Selling futures tends to decrease the Fund s exposure to the underlying instrument, therefore, serving as a hedging vehicle to other fund investments. Futures contracts are valued at the last settlement price at the end of each day on the board of trade or exchange upon which they are traded. Accordingly, they are classified as Level 1 in the fair value hierarchy. Upon entering into a futures contract, the Fund is required to deposit either in cash or securities an amount ( initial margin deposit ) equal to a certain percentage of the nominal value of the contract. Subsequent payments are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying index or security, and are recorded as unrealized appreciation or depreciation by the Fund. A gain or loss is realized when the contract is closed or expires. There was no futures contract outstanding as of March 31, Transfers of Financial Assets. The Fund accounts for transfers of financial assets in accordance with ASC Topic 860, which provides that a transfer of financial assets in which the transferor surrenders control over those financial assets shall be accounted for as a sale to the extent that consideration other than beneficial interests in the transferred assets is received in exchange. A transferor has surrendered control if all of the following conditions are met: (a) the transferred assets have been isolated from the transferor put presumptively beyond the reach of creditors, even in bankruptcy; (b) each transferee has the right to pledge or exchange the assets it received and no condition constrains the transferee from taking advantage of its right to pledge or exchange; and (c) the transferor does not maintain effective control over the transferred assets through either (i) an agreement that both entitles and obligates the transferor to repurchase or redeem them before their maturity or (ii) the ability to unilaterally cause the holder to return specified assets, other than through a cleanup call. When the Fund transfers financial assets and the transfer fails any one of the ASC Topic 860 sales criteria, the Fund is not permitted to derecognize the transferred financial assets. Security Transactions and Related Investment Income. Security transactions are recorded by the Fund as of the date the trades are executed. Dividend income is recognized on the ex-dividend date, and interest income is recognized on an accrual basis. The Fund uses the identified cost method to determine realized gain or loss on investments for both financial and tax reporting bases, adjusted for the accretion and amortization of purchase discounts and premiums during the respective holding periods. Accretion and amortization are calculated using the effective interest method. Mortgage-Backed Securities. Realized gains or losses on mortgage-backed security paydowns are recorded as an adjustment to interest income as required by accounting principles generally accepted in the United States of America. For the year ended March 31, 2014, the Fund decreased interest income in the amount of $102,562 related to the realized loss on mortgage-backed security paydowns. The Fund declares and pays monthly dividends from net investment income. For purposes of dividend distributions and for the determination of compliance with the 90% distribution requirement (see Taxation of the Fund below), net investment income excludes the effect of gains or losses related to mortgage-backed security paydowns. 14

16 Notes to Financial Statements (continued) Distribution of Income and Gains. Distributions of net investment income will be declared and paid monthly to holders of common stock as of the record date. From and after the issuance by the Fund of commercial paper and other debt instruments and/or shares of preferred stock, monthly distributions to holders of common stock normally will consist of all net investment income remaining after the payment of interest on the commercial paper or other debt securities or borrowings or dividends on the preferred stock. Net realized long-term or short-term capital gains, if any, will be retained by the Fund, unless the Board of Directors determines that the capital gains must be distributed to holders of common stock and of preferred stock, if any, in order to ensure an advantageous tax treatment for the Fund. Taxation of the Fund. In general, Section (a)(2) of the Internal Revenue Code for a New Puerto Rico (the Puerto Rico Code ) provides that the Fund will be exempt from Puerto Rico income tax for a taxable year if it distributes to its shareholders at least 90% of its net investment income for the taxable year excluding net capital gains and exempt income other than dividends from industrial development income. The Fund intends to meet the 90% distribution requirement to be exempt from Puerto Rico income tax under the Puerto Rico Code. Accordingly, the income earned by the Fund will not be subject to Puerto Rico income tax at the Fund level. In the opinion of the Fund s legal counsel, based on the Fund s representations, the Fund is not required to file a U.S. federal income tax return. The Fund is subject to a municipal license tax for any investment income or realized gains not distributed to its shareholders with the exception of interest income derived from obligations of the Commonwealth of Puerto Rico, its instrumentalities and municipalities and obligations of the U.S. Government and its instrumentalities and political subdivisions. Note 3. Investment Advisory Agreement. SAMLLC (in its capacity as investment adviser, the Investment Adviser, and in its capacity as administrator, the Administrator ) is a wholly-owned subsidiary of SAM Puerto Rico Holdings, Inc. (hereinafter SAM PR Holding ), a corporation duly organized and validly existing under the laws of the Commonwealth of Puerto Rico, which in turn is a wholly-owned subsidiary of SAM Investment Holdings Limited (Jersey) ( SAM Holdings Jersey ), a privately held company organized under the laws of Jersey, United Kingdom. SAM Holdings Jersey is owned in part (50%) by SAM UK Investment Holdings Limited, which is owned directly and indirectly by Banco Santander S.A., a public company traded on the New York Stock Exchange. SAM Holdings Jersey is also owned in part (50%) by Sherbrooke Acquisition Corp SPC., a segregated portfolio company incorporated in the Cayman Islands, controlled jointly by Warburg Pincus, LLC and General Atlantic, LLC. Banco Santander, S.A. owns 100% of Santander BanCorp, which in turns owns 100% of Santander Securities LLC (the Distributor ). Santander BanCorp owns 100% of Banco Santander Puerto Rico (in its capacity as transfer agent, the Transfer Agent ). The Fund has entered into an investment advisory agreement with the Investment Adviser, under which agreement the Investment Adviser is entitled to an annual fee equal to 0.50% of the average daily net assets of the Fund. Average daily net assets means the average daily value of the total assets of the Fund, including the liquidation preference of any outstanding preferred stock, and the aggregate outstanding amount of any debt securities of the Fund, minus the sum of accrued liabilities of the Fund (excluding outstanding leverage), any accrued and unpaid interest on outstanding commercial paper, debt securities and other borrowings, and accumulated dividends on outstanding shares of preferred stock. For the year ended March 31, 2014, investment advisory fees amounted to $321,410. For the first 24 months of operations of the Fund, and annually thereafter, the Investment Adviser has voluntarily agreed to waive its fees and, if necessary, to reimburse the Fund to the extent that total operating expenses, excluding financing expenditures such as interest, taxes and leverage related expenses, exceed 1.00% of the average daily net assets on an annual basis. For the year ended March 31, 2014, the Investment Adviser waived fees in the amount of $30,551. This amount is subject to recoupment by the Investment Adviser before March 31, For the year ended March 31, 2013, the Investment Adviser recouped fees in the amount of $11,959. The Investment Adviser may waive additional fees at its discretion. Administration, Transfer Agent, Custody and Sub-Transfer Agent Agreements. The Fund has entered into an administration agreement with the Administrator, under which agreement the Fund pays the Administrator an annual fee of 0.13% of the average daily net assets of the Fund, computed daily and payable monthly. The Administrator performs, or arranges for the performance of, the administrative services necessary for the operation of the Fund. For the year ended March 31, 2014, the Administrator earned fees of $83,567. The Fund pays the Transfer Agent a total annual fee of 0.03% of the average daily net assets of the Fund, computed daily and payable monthly. For the year ended March 31, 2014, the Transfer Agent earned fees of $19,285. The Transfer Agent has engaged Bank of New York Mellon Asset Servicing ( BNY Mellon ), to act as sub-transfer agent of the Fund. BNY Mellon acts as the Fund s agent in administering the dividend reinvestment plan of the Fund. For the year ended March 31, 2014, BNY Mellon earned sub-transfer agency fees of $35,025. The Fund has engaged Citibank, N.A. to act as custodian of the Fund. The Fund pays fees to the custodian and has agreed to reimburse its expenses. For the year ended March 31, 2014, Citibank, N.A. earned custodian fees of $41,

17 Notes to Financial Statements (continued) Distribution Agreements. The Board of Directors of the Fund has adopted plans of distributions of its shares. The Fund is authorized to pay the Distributor an annual fee equal to 0.25% of the daily net assets of the fund for the services that it provides in connection with the promotion, account maintenance and distribution of Fund shares. For the year ended March 31, 2014, the Distributor earned fees of $80,675. Affiliated Transactions. The Fund is not registered under the U.S. Investment Company Act of 1940, therefore it is not subject to the restrictions contained therein regarding, among other things, transactions between the Fund, Santander Securities LLC and Banco Santander Puerto Rico or their affiliates ( Affiliated Transactions ). The Board of Directors of the Fund adopted procedures for Affiliated Transactions in an effort to address potential conflicts of interest that may arise. It is anticipated that Affiliated Transactions will continue in the future and that all Affiliated Transactions will be subject to the procedures adopted by the Board of Directors. The total amount of affiliated and unaffiliated transactions (in thousands), during the year ended March 31, 2014 was as follows: Securities Sold Purchases Investments: % Sales % Under Agreements to Repurchase % Affiliated Parties... $ % $ % $ 36,618 2% Unaffiliated Parties... 13, % 31, % 2,246,408 98% Total... $13, % $31, % $2,283, % Board of Directors. The business and affairs of the Fund are conducted by, or under the direction of its Board of Directors. The Fund pays each Independent Director an annual fee of $350 payable quarterly plus $400 per regular Board meeting, $175 per special Board meeting, $500 per Audit Committee meeting, $175 per special Audit Committee meeting and $100 per Dividend Committee meeting attended, together with such Director s actual out-of-pocket expenses related to attendance at meetings. The terms of all contracts for services with the Fund are approved by the Board of Directors. For the year ended March 31, 2014, directors compensation amounted to $24,337. Note 4. Fund Shares. The Fund is authorized to issue 100,000,000 Class A shares of common stock, 25,000,000 Class B shares of common stock, 50,000,000 Class C shares of common stock, 20 Class Q shares of common stock and 50,000,000 Class Z shares of common stock, for a total of 225,000,020 shares of common stock, $0.01 par value per share and 20,000,000 shares of Preferred Stock, $0.10 par value per share. Class A common stock transactions during the years ended March 31, 2014 and 2013 were as follows: Shares Amount Shares Amount Shares outstanding:... Beginning of year... 3,922,088 $ 38,516,087 4,771,869 $47,108,428 Reinvestment of distributions... 27, ,517 32, ,161 Shares redeemed... (1,250,571) (11,476,077) (882,491) (8,922,502) End of year... 2,698,865 $ 27,294,527 3,922,088 $38,516,087 Note 5. Purchases, Sales and Redemptions of Securities. For the year ended March 31, 2014, purchases, sales and redemptions of investment securities, excluding repurchase agreements, were as follows: Purchases Sales Calls/ Paydowns Puerto Rico Securities... $ 2,687,873 $ $2,274,027 U.S. Securities... 10,538,089 31,217,514 4,075,938 Total... $13,225,962 $31,217,514 $6,349,965 16

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