The North American
Income Trust plc
Harness the power of the US market
Annual Report 31 January 2026
Contents
Strategic report
01 Who we are
02 What we do
03 The land of income opportunity
04 Maintaining focus in a land
of opportunity
05 Janus Henderson Investors
06 Performance highlights
08 Chairman’s statement
10 Fund Managers’ report
13 Fund Managers’ biographies
14 A snapshot of our portfolio
16 Case studies
18 Environmental, social and
governance matters
20 Business model
22 Key performance indicators
24 Managing risks
27 The Company’s viability
28 Engaging with our stakeholders
Governance
32 Board of directors
34 Corporate governance report
39 Audit Committee report
44 Management Engagement
Committee report
45 Nominations Committee report
48 Directors’ remuneration report
51 Directors’ report
53 Statement of directors’
responsibilities
Financial statements
55 Independent auditors’ report
61 Statement of comprehensive
income
62 Statement of changes in equity
63 Statement of financial position
64 Statement of cash flows
65 Notes to the financial statements
Additional information
80 Glossary
81 Alternative performance measures
84 General shareholder information
AGM Notice
86 Notice of Annual General Meeting
Corporation information
92 Corporate information
www.northamericanincome.com
More information
Register for updates,
insights and factsheets
about the Company:
Register here to attend
this year’s Annual General
Meeting virtually:
The Board welcomes you to attend the AGM at 12.30 pm on
Wednesday, 17 June 2026 at 201 Bishopsgate, London EC2M 3AE.
Please see more details about the AGM, attending in
person or virtually, in the Chairman’s Statement.
Please send any general enquiries about the Company to
the Company Secretary at: itsecretariat@janushenderson.com.
About us
We harness the power of the world’s
biggest market to generate differentiated
income.
The Fund Managers seek out companies which
either have the cash flows to pay income today,
to invest in their own growth for tomorrow or both.
Their approach is deliberately flexible and selective,
generally producing a portfolio of around 45–50
stocks that they believe are the most compelling
blend available.
Using the deep expertise of on-the-ground analysts,
we aim to capture the growing income opportunity
in North America.
Purpose
The Company’s purpose is to provide investors with
above average dividend income and long-term capital
growth through active management of a portfolio
consisting predominantly of S&P 500 US equities.
p.20 Business model
Companies in the US market
are driving some of the most
impressive technological
advancements and productivity
enhancements out of any region
in the world. We scour the US
market for companies that
consistently pay dividends to
shareholders and can grow their
profits by actively engaging in new
economic growth opportunities.”
Jeremiah Buckley
Co-Fund Manager
p.10 Fund Managers’ report
Income & Growth
The North American Income Trust plc invests in quality US companies
which are delivering income today or positioned to grow dividends
tomorrow. Led by an experienced management team, the trust builds
on the region’s record of innovation to uncover opportunities that can
support dependable income and long-term capital growth.
Left: Fran Radano
Right: Jeremiah Buckley
Co-Fund Managers
Who we are
01
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
The North American Income Trust plc
What we do
Investment Objective
The Company aims to provide investors with above average dividend income and
long-term capital growth through active management of a portfolio consisting
predominantly of S&P 500 US equities.
Portfolio holdings
48
Investment focus
Income
& Growth
Regional focus
North
American
Today’s income payers and tomorrow’s income growers
Harnessing the income potential of a market better known for its investment growth.
p.22 Key performance measures
Ongoing charges
1
0.73%
As at 31 January 2026
Net Assets
£458.3M
As at 31 January 2026
Dividend Yield
1
3.4%
As at 31 January 2026
p.15 Portfolio
Financials 22.1%
Health Care 12.7%
Information Technology 12.3%
Industrials 11.9%
Consumer Discretionary 9.7%
Consumer Staples 8.9%
Energy 7.6%
Real Estate 5.8%
Utilities 5.4%
Communication Services 3.6%
1 An explanation of the alternative performance measures can be found on pages 81 to 83
Source: Janus Henderson Investors. A glossary of terms is on page 80
02
The North American Income Trust plc Annual Report 2026
The land of income opportunity
Big
companies
with big
advantages
The US is home to many of the world’s largest and
best‑known businesses
Their size often brings practical benefits such as strong brands, established
customer bases and shares that are easier to trade because they are widely
bought and sold. Many of these companies also generate steady cash flows,
which can support dividends for investors while still allowing the companies to
invest in their future growth. Together, these features help provide a stable
foundation for long-term earnings and income.
Income
now with
room to
grow
Income now with room to grow
Many companies can pay income today while still investing in new products,
better technology or future expansion. This balance between rewarding
shareholders now and reinvesting for growth helps support rising dividends
over time.
Innovation
that drives
future
returns
From technology to healthcare, the US remains
a global hub for innovation
In many fast-moving sectors – particularly technology and healthcare –
the world’s leading companies are based and listed in the US. While some
industries have strong centres of innovation in Asia, the US continues to play a
major role in driving the breakthroughs that shape future economic growth.
A different
way to
invest in
the US
The US generates more than a third of the world’s
dividends – but not all of them sit in the biggest names
We don’t just focus on the largest companies in the main US stock market index.
By looking beyond the largest companies in the index, our managers can find
income opportunities that might otherwise be overlooked.
North American income in numbers
Dividends
83%
of US companies (S&P 500) raised
or held their dividends steady in
the year ending 31 January 2026
YoY dividend growth
+8.7%
(S&P 500) in the year ending
31 January 2026
Five‑year GDP growth
14.7%
US GDP has grown more than
double the average of the rest of
the G7 since 2020
Sources: Factset and OECD
03
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
NAIT offers investors a distinctive way to access the breadth of the US market. By combining
disciplined stock selection with the structural advantages of an investment trust, NAIT aims to
deliver dependable income and long-term capital growth.
Maintaining focus in a land of opportunity
Flexible approach
to income and growth
NAIT’s portfolio is not constrained by an index.
This gives the managers the flexibility to look across
the S&P 500 and beyond for compelling ideas,
prioritising earnings quality and sustainable long-
term growth. This broad mandate allows
investment in companies with both strong
fundamentals and future income potential. Rather
than favouring specific sectors or styles, the focus
remains on generating income today and into the
future through a diversified selection of
high-conviction ideas.
Expertise that supports
long‑term returns
NAIT benefits from the experience of an established
fund management team with deep knowledge of the
US market and its companies. The team aims to
deliver dependable income alongside long-term
growth, supported by the investment trust structure
– including independent oversight and the prudent
use of investment tools such as gearing – which can
help support income through market ups and downs.
Together, these attributes offer investors a thoughtfully
constructed portfolio designed to navigate an
ever-changing market environment while maintaining
a clear focus on sustainable returns.
Focused on the
best opportunities
The portfolio is deliberately concentrated –
typically 45-50 holdings – reflecting the conviction
of the managers and their focus on only the very
best opportunities. Rigorous research underpins
each decision, resulting in a portfolio that is
differentiated from the wider market. The
emphasis is on businesses with resilient balance
sheets and the capacity to maintain or grow
dividends, reinvest in their operations and weather
periods of volatility.
04
The North American Income Trust plc Annual Report 2026
Janus Henderson Investors
The North American Income Trust plc is managed by Janus Henderson Investors, which was appointed
manager on 1 August 2024.
Janus Henderson Investors has managed investment trusts since its founding in 1934 and currently
manages eight such trusts, making it one of the UK’s largest investment trust asset managers.
janushenderson.com
Client assets
managed
£366.7bn
Source: Janus Henderson Investors
As at 31 December 2025
Employees
+2,000
Offices
globally
25
Investment
professionals
+350
A unique view of the US
Janus Henderson Investors has a long legacy of investing in North American equities. Janus
Capital Group was a US-focused and headquartered investment house prior to its merger with
Henderson Global Investors in 2017.
Janus Henderson Investors has a large base in Denver, Colorado, alongside its headquarters in
London. Janus Henderson Investors manages around US$182bn in American equities. It has 37
analysts dedicated to US equities, split into sector specialisms.
The team breaks its investment process into three parts:
1
Sourcing unique company insights from frequent interactions with management and a
company’s products or services.
2
Understanding industry trends by connecting with independent industry experts and
third-party data sources. The team also takes advantage of the insights of Janus
Henderson Investors’ analyst teams around the world where relevant.
3
Detailed financial modelling with valuations based on five-year forecasts for earnings
and cashflows.
This combination of heritage, scale and disciplined investment approach underpins
Janus Henderson Investors’ ability to offer a differentiated and well-resourced proposition
in US equity markets.
05
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
Performance
Total return performance
Performance highlights
Year to 31 January 2026
NAV per share
total return
1,4
8.8%
2026
(2025) 23.8%
Share price
total return
2,4
13.8%
2026
(2025) 24.9%
NAV per share
at year end
3,4
402.8p
2026
(2025) 382.5p
Share price
at year end
380.0p
2026
(2025) 347.0p
Discount
at year end
3,4
5.7%
2026
(2025) 9.3%
Total return performance to 31 January 2026
1 year % 3 years % 5 years % 10 years %
NAV per share
1 , 4
8.8 32.9 87.3 199.3
Share price
2
13.8 40.8 98.8 234.9
Russell 1000 Value Index (in Sterling terms) 4.9 31.8 80.6 210.2
S&P High Yield Dividend Aristocrats Index (in Sterling terms) 3.1 12.6 63.9 197.3
Total return performance for 10 years to 31 January 2026
%
300
200
100
50
150
250
350
0
Jan
2021
Jan
2022
Jan
2023
Jan
2024
Jan
2017
Jan
2018
Jan
2019
Jan
2020
Jan
2016
Jan
2026
Jan
2025
NAV (with debt at fair value) Share Price Russell 1000 Value (in Sterling terms)
S&P High Yield Dividend Aristocrats (in Sterling terms)
1 Total return is calculated based on the published NAV per ordinary share with debt at fair value and with dividends reinvested, excluding reinvestment cost
2 Share price using mid-market closing prices
3 NAV per share with dividends reinvested, excluding reinvestment costs, and discount shown with debt at fair value. NAV per share with dividends
reinvested, excluding reinvestment costs, and discount with debt at par were 399.5p (2025: 379.2p) and 4.9% (2025: 8.5%) respectively
4 An explanation of the alternative performance measures can be found on pages 81 to 83
Sources: Morningstar Direct and LSEG Datastream. A glossary of terms can be found on page 80
This indicates a key performance indicator (“KPI”). KPIs are used to measure the success of the Company in meeting its objective
and by the directors to evaluate the performance of the Manager. See page 22 for more information on KPIs.
06
The North American Income Trust plc Annual Report 2026
Performance highlights continued
Dividend performance
1 Based on the dividends paid or recommended for the year, including the fourth interim dividend of 4.4p per share
2 An explanation of the alternative performance measures can be found on pages 81 to 83
3 Before payment of the fourth interim dividend
Dividend total
1
Per share for the year
12.8p
(2025) 12.2p
Dividend yield
1,2
At the end of the year
3.4%
(2025) 3.5%
Revenue reserves
2,3
Per share
20.2p
(2025) 18.4p
Dividend growth
1
For the year
4.9%
(2025) 4.3%
Years of consecutive
growth
15
Dividend growth to 31 January 2026
Pence per share
20262025202420232022202120202019201820172016
14
10
12
8
2
6
4
0
07
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
Chairman’s statement
Dear Shareholder,
For the Company’s financial year ended 31 January 2026,
I am pleased to report that NAIT outperformed both
reference indices with a net asset value per share total
return of 8.8% against the Russell 1000 Value Index
(in Sterling terms) of 4.9% and S&P High Yield Dividend
Aristocrats Index (in Sterling terms) which returned 3.1%.
Since Janus Henderson Investors took responsibility for
managing the portfolio of NAIT on 1 August 2024 (to
31 January 2026), those figures are 20.9%, 15.8% and
7.9% respectively.
Despite not offering the highest yield in the universe of
income trusts, NAIT has provided steady growth in dividends,
uninterrupted even in 2020, and has compounded its total
NAV return at 11.6% over the last 10 years.
The year ended 31 January 2026 continued to be a busy
year for the Board and we highlight some of the board
matters that we have been debating over the last year
on page 30.
Performance
While NAIT is still early in its investment journey with
Janus Henderson Investors, the Board is very encouraged
by last year’s performance and pleased with how the
relationship with Janus Henderson Investors is evolving.
We highlighted the strong relative performance in net
asset value per share above. The share price total return
performance was even better, rising 13.8%, helped by a
narrowing of the discount from 9.3% at the beginning of
the financial year to 5.7% with debt calculated at fair
value at the end of the period (or, with debt calculated at
par, from 8.5% at the beginning of the financial year to
4.9%). This performance was despite a significant decline
in the dollar of roughly 10% (GBP to US$ starting at 1.24 on
31 January 2025 and finishing on 31 January 2026 at 1.37).
NAIT does not typically hedge its dollar exposure so dollar
weakness directly translates to Sterling holders. However,
in recent years, the US$ has generally been a help to the
revenue reserves.
The bulk of the outperformance came from stock
selection in a wide variety of industries. The broader
market continued to be driven by large capitalisation
technology stocks that were associated with the
prospects of the AI revolution. The Fund Managers were
able to take advantage of some share price dislocations
during the tariff uncertainties in April 2025 and the Fund
Managers go into more detail in their commentary.
Earnings, dividends and buybacks
Revenue reserves before the fourth dividend rose to
20.2p per share up from 18.4p in the prior year. The
Company’s revenue return per share was 12.9p
compared to last year’s 12.4p per share.
NAIT has so far delivered 15 years of increasing dividends
per share. The Board is pleased to note the Company’s
next generation dividend hero status. Revenue reserves
continue to be over one year and are there to support
dividend increases should the need arise. When
determining the level of dividend, the Board, in conjunction
with the Manager, takes into account the Manager’s
The strength of the investment team
allowed the Fund Managers to take
advantage of some share price
dislocations during the tariff
uncertainties in April 2025.”
Charles Park,
Chairman
Highlights of the year
Net asset value per share (with debt at
fair value)
2026
402.8p
399.5p (with debt at par)
Dividend yield
2026
3.4%
Dividend for the year
2026
12.8p
08
The North American Income Trust plc Annual Report 2026
forecast for the growth in dividends at the individual
company level and possible changes in the currency and
other macro factors. The Board is pleased to declare a
fourth interim dividend of 4.4p per share, resulting in total
dividends for the year ended 31 January 2026 of 12.8p per
share (2025: 12.2p), an increase of 4.9% on the prior year.
The fourth interim dividend will be paid on 27 May 2026
to shareholders on the register on 8 May 2026. The share
price will be quoted ex-dividend on 7 May 2026. The
dividend yield on the portfolio is approximately 3.4%
at that level.
NAIT has so far delivered 15 years of
increasing dividends per share.
The Board is pleased to note the
Company’s next generation
dividend hero status.”
In the year to 31 January 2026, 8,627,316 shares were bought
back which added 4.2p per share to the NAV. As previously
mentioned, the discount has declined from 9.3% at the
beginning of the financial year to 5.7% at the end of the year
(or, with debt calculated at par, from 8.5% at the beginning
of the financial year to 4.9%).
You will see in the Notice of Meeting for the 2026 AGM that
the Board is proposing special resolutions in relation to the
cancellation of the share premium account and the capital
redemption reserve. The share premium account was
created through the issuance of new shares and there is
currently £51.8m held in this reserve. The capital redemption
reserve was created through the buyback of shares and
there is currently £16.3m held in this reserve. Cancelling
these two reserves will create greater distributable reserves
and provide more flexibility for the Company in how it
might deploy its capital. Initiatives such as these are seen
as good `housekeeping’. More information can be found in
the explanation of resolutions on page 89.
Board matters
Over the last year, the Board spent considerable time
debating the level of buybacks, the amount of dividend
increase, the marketing strategy and budget, and
importantly NAIT’s dollar exposure. More information
on these discussions and other matters discussed by
the Board during the year can be found on page 30.
The Board also focused on succession planning. Bulbul
Barrett, as announced in December 2024, was appointed
to the Board with effect from 1 May 2025 and was
elected by shareholders in June 2025 at the Company’s
AGM. John Adebiyi joined the Board on 1 October 2025
and a resolution regarding his election to the Board will
be put to shareholders at the AGM in June 2026.
After nine years at NAIT, best corporate governance
practice dictates that I will step down as Chairman of
the Board at the AGM in June. As announced in February
2026, I am very pleased to inform you that Patrick
Edwardson will assume the role of Chairman of the Board
of NAIT. Patrick is currently the Senior Independent
Director of NAIT. The rest of the Board undertook a
thorough review to identify the best candidate. I know
that Patrick, having been through the entire transition
to Janus Henderson Investors and with his background
and experience, is the ideal choice of Chairman.
Annual General Meeting (“AGM”)
We are pleased to invite shareholders to attend the AGM
in person at 12.30 pm on Wednesday, 17 June 2026 at
201 Bishopsgate, London EC2M 3AE. We encourage
shareholders to attend for the opportunity to meet the
Board and Fund Managers. Jeremiah and Fran will give a
presentation on the year under review and the outlook
for the year ahead. Shareholders unable to join in person
are welcome to join the meeting by videoconference.
Further details can be found on page 52 and in the AGM
Notice on page 86 onwards.
The Manager
Shareholders may be aware of the offer by Trian Fund
Management and General Catalyst to acquire the
remainder of Janus Henderson Investors they do not own
(Janus Henderson Investors is currently a publicly listed
company). We are not expecting any changes to the way
NAIT is managed and will monitor the matter.
Outlook
Global stock markets including the US have clearly been
impacted by the conflict in the Middle East. Oil prices have
risen, inflation is rising and interest rate forecasts have
been reset, all at the time of unprecedented levels of
sovereign debt. No one knows for sure how long the
conflict will last and the range of possible outcomes is
wide. Not only have the macroeconomic risks increased
but companies also face technological disruption from
agentic AI. Digital agents writing code will disintermediate
many of the knowledge-based areas, such as legal and
accounting professions, thereby lowering their terminal
value. There are strong debates as to the degree of
disruption and how long this might take, but we are
already witnessing some of the effects. The Board remains
confident that the experienced team at Janus Henderson
Investors, with all its resources, are equipped to distinguish
between the winners and losers in this new dispensation.
They have the flexibility to invest across the whole market
and are not obliged to own any particular stock or sector.
Moreover, the stocks currently held trade at a lower
multiple of forward earnings than the wider US market.
Technological change can be disruptive and geopolitical
events are inherently unpredictable, but such episodes
can also provide opportunity. As Buffett said: “Uncertainty,
actually, is the friend of the buyer of long-term values.”
Thank you for your ongoing support.
Charles Park
Chairman
23 April 2026
Chairman’s statement continued
09
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
Fund Managers’ report
Fran Radano
Jeremiah Buckley
Co-Fund Managers
Summary
• The North American Income Trust
delivered a solid return and outperformed
both reference indices, with performance
driven mainly by stock selection.
• US markets delivered positive returns over
the year despite volatility early in the year
from tariff announcements.
• Portfolio earnings increased year on year,
supported by strong dividend growth
across holdings.
Market review
The financial year ending 31 January 2026 was another
positive period for US share prices, with the S&P 500
growing 5.4% (in Sterling terms). The year was marked by
tremendous volatility early on as the new administration
implemented unexpected tariffs to its trading partners.
However, from mid-year onwards the markets settled into
a steady straight-line improvement that carried through
to the end of the calendar year. Following the year end in
January, the Supreme Court ruled that the tariffs enacted
under emergency provisions were not valid. While this
outcome was anticipated, the administration has now
begun to make plans to replace the emergency tariffs
with a series of new ones that we expect to be broadly
similar in scale. Beyond tariffs, the economic backdrop
remains supportive to both consumers and corporates,
although we remain prepared for periods of volatility that
often accompany the mid-term election years.
From a macroeconomic standpoint, Gross Domestic
Product (GDP) growth moderated a bit from 2.8% in 2024
to a still solid 2.2% in 2025, led by the consumer. This is a
trend that should continue in 2026 given favourable new
tax policy that was introduced in 2025. Inflation has
continued its gradual decline towards sub-3% levels,
driven by moderating goods and housing costs, although
services inflation remains elevated. Against this backdrop,
the Federal Reserve continued to unwind its restrictive
monetary policy through measured 25 basis point cuts
ending 2025 with a target range of 3.50-3.75%, where it
remains today.
Corporate earnings had a rather impressive 2025 with
double-digit gains in all four quarters, extending a streak
that began already in the last quarter of 2024. The outlook
for 2026 looks similar, with earnings growth expected to
exceed 10% but in a much more balanced fashion, and
less concentrated in the “Magnificent Seven” stocks. In
fact, current estimates suggest earnings growth for the
“Mag7” and the broader market should converge in the
fourth quarter this year. The strength in earnings resulted
in another solid year of dividend growth. This environment
should be much more favourable for the Company, and
we believe that our current portfolio is well-positioned to
benefit from a broader base of earnings.
Performance
The Company delivered a total return of 8.8% on a net
asset value at fair value basis for the year ended
31 January 2026, and a 13.8% return on a Share Price basis
as the discount shrunk from 9.3% to 5.7% at year-end and
is currently 2.2% at the time of this report. Performance
was ahead of both reference indices, with the Russell 1000
Value Index returning 4.9% and the S&P High Yield
Dividend Aristocrats Index returning 3.1%.
Outperformance was driven mainly by stock selection
rather than sector positioning. The financials sector was
a significant contributor to performance, driven by strong
returns from Citigroup, Morgan Stanley and Goldman
Sachs, alongside American Express, OneMain, and Bank of
New York Mellon. Stock selection also drove performance
10
The North American Income Trust plc Annual Report 2026
in healthcare, with CVS Health, Johnson & Johnson, and
Danaher offsetting weaker returns from Bristol-Myers
Squibb and Zoetis. In consumer staples, performance
was narrower given that we held only two stocks.
However, the overweight in Philip Morris proved to be
a favourable decision.
The largest detractors from the Company’s performance
during the year were industrials and communication
services both due primarily to stock selection, although the
impact was modest. In industrials, weaker performance
from Booz Allen Hamilton outweighed gains elsewhere,
while in communication services our underweight position
in the low yielding Alphabet detracted from the portfolio as
the company’s stock rose strongly after it joined the Russell
1000 Value index at the end of June 2025.
At an individual stock level, the largest contribution came
from semiconductor capital equipment manufacturer Lam
Research, which benefitted from strong demand for
advanced chips and shareholder friendly actions,
including a dividend increase and share buyback.
Elsewhere, our overweights to Amphenol, Johnson &
Johnson and Citigroup rounded out a rather diverse group
of top performers. Dividend growth here correlated more
closely with their end market growth rates. Amphenol
raised their dividend by over 50%, while Citigroup and
Johnson & Johnson raised their quarterly payments a
more modest 7% and 5%, respectively. All four of these
names remain core positions in our portfolio, although
we did trim our exposure to Lam Research and Citigroup
following their strong performance.
At an individual stock level, the
largest contribution came from
semiconductor capital equipment
manufacturer Lam Research, which
benefitted from strong demand for
advanced chips and shareholder
friendly actions, including a dividend
increase and share buyback.”
The main detractors were either stocks we lost out on as
we did not hold them in the portfolio or underweight
positions in low-yielding names that performed strongly,
such as manufacturer Micron Technology and Alphabet.
Booz Allen Hamilton and Zoetis also detracted, and we
exited our position in Booz Allen Hamilton due to weaker
growth prospects. While uncertainty about future
prospects was elevated, we believed there were better
investment ideas elsewhere. As for Zoetis, we believe the
challenges faced by the company during the period are
short-term and won’t alter its longer-term outlook.
Portfolio activity
Following the portfolio changes made after the August
2024 transition, portfolio turnover has returned to the
historical 25-50% annualised range in recent quarters.
Periods of heightened market volatility, particularly in
March and April of 2025 during the initial tariff
announcements, created attractive opportunities to add
high-quality growth companies into our portfolio. During
this period, we funded purchases by trimming more
defensive holdings that had performed well. As markets
recovered and broadened out later in the year, portfolio
activity became more selective and stock specific.
At year-end, the portfolio remained overweight the Russell
1000 Value Index healthcare and financials. Technology
moved from overweight to neutral, while consumer
discretionary moved from underweight to neutral. The
underweights in the industrials, materials and consumer
staples sectors reflect the less attractive growth
prospects, higher valuations or company-specific risks.
Periods of heightened market
volatility, particularly in March and
April of 2025 during the initial tariff
announcements, created attractive
opportunities to add high-quality
growth companies into our portfolio.”
The portfolio ended the year modestly defensive in nature
as the market traded to all-time highs, but we still remain
well diversified in long-term growth areas, such as
technology and financials, where a more balanced
regulatory environment should be supportive, as well as
healthcare, which offers both offensive and defensive
characteristics at fair valuations. Increased exposure to
the consumer should also be beneficial given that they
are uniquely leveraged to the new tax bill signed into law
in the middle of 2025. Despite some green shoots in many
industrial end markets, we remain underweight in the
sector as valuations currently reduce the attractiveness
of the risk/reward profile. We continue to believe that the
portfolio continues to represent a focused set of ‘best
ideas’ that have the ability to perform well in what will
likely be a volatile mid-term election year.
Dividend growth
The Company generated a revenue return per share of
12.9p, slightly higher than the 12.4p recorded in the
previous year despite currency headwinds. The revenue
reserve stood at £23.1m (20.2p per share) before the fourth
interim dividend was paid, continuing to represent more
than one year of dividend cover.
Fund Managers’ report continued
11
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
Fund Managers’ report continued
We continue to be pleased with the overall dividend
growth of the companies within the portfolio during the
year with companies increasing dividends by an average
of 9.5% with a median dividend increase being 6.3%. While
a small number of large increases – such as The Walt
Disney Company, Amphenol and Goldman Sachs –
boosted the average, overall growth was broad based.
We expect a similar level of dividend growth from the
portfolio in the current year.
We continue to be pleased with
the overall dividend growth of the
companies within the portfolio
during the year with companies
increasing dividends by an average
of 9.5% with a median dividend
increase being 6.3%.”
Outlook
Similar to a year ago, the early part of the year was met
by various events such as the Supreme Court decision to
make the tariffs implemented last year illegal (although
they may be reintroduced in a different form), a fairly
unprecedented removal of a sovereign leader in
Venezuela, and what now has been a series of attacks
upon Iran that have made the global backdrop more
complex than expected. The structural damage to some
of the Middle East energy infrastructure is likely to impact
global inflation for quite some time.
Also similar to a year ago, corporates who had just begun
resuming “business as usual” faced another setback with
the Middle East events making global transport more
complicated and forcing companies to revisit supply
chains, going beyond energy alone.
Conversely, the biggest structural benefits to occur over
the past year have come from a wave of deregulation,
which should improve the operating environment across
multiple end markets. Financial companies in particular
stand to benefit, as excess capital can be redeployed into
more productive uses, with positive knock-on effects
across several industries. In addition, three 25 basis point
cuts in short-term rates in the final four months of 2025,
have lowered borrowing costs for many companies.
Meanwhile, the build-out of AI infrastructure continues,
although large technology providers continue to evaluate
return on investment and perhaps allow for the potential
of more disciplined growth in the future. AI integration
across sectors continues to enhance efficiency and
reduce costs, with practical examples in healthcare,
e-commerce, finance, and energy. While AI adoption is
still at an early stage, its potential for having a significant
impact on productivity and revenue growth is clear.
Beyond AI, we remain excited about innovation and
productivity gains driven by large US companies
continuing to drive through ongoing capital investment
and research & development spending, which may
benefit from the new, more favourable, accelerated tax
expensing policies. The investments required to succeed
in the new digital economy are significant and therefore
tend to favour market-leading companies. Access to
large, high quality data sets has become increasingly
important in informing strategy and execution. We have
populated the portfolio with companies that have the
scale to make these investments, supporting future
growth in earnings and dividends.
The consumer backdrop has become more mixed in
recent weeks. Tax refunds from the 2025 fiscal bill are
being partially offset by higher gas prices and the
prospect of higher inflation than expected at the start of
the year. Employment remains relatively healthy with
unemployment levels still low at around 4.5%, although the
outlook for hiring may become more challenging,
particularly as companies manage inflation pressures
and perhaps more structural impacts, including
enhanced usage of AI tools.
We continue to believe that our portfolio companies are
well positioned to navigate through periods of volatility.
In aggregate, they are trading at approximately 17x
forward earnings, representing a discount to broader
market valuations, despite what we see as a well-
diversified group of high-quality businesses. The robust
balance sheets and predictable cash flows should help
insulate them against some of the macroeconomic forces
at play, and support continued dividend growth prospects
for 2026.
As always, we seek to invest in resilient companies that
can prudently invest for the future and are not dependent
on macroeconomic tailwinds to be the primary driver of
growth. We thank you for your continued confidence in our
stewardship and our focus on delivering both long-term
growth and income for shareholders.
Fran Radano
Jeremiah Buckley
Co-Fund Managers
23 April 2026
12
The North American Income Trust plc Annual Report 2026
Fund Managers’ report continued
Jeremiah Buckley
Position: Co-Fund Manager
Date of appointment: 1 August 2024
Skills and experience
Jeremiah Buckley is a Portfolio Manager at Janus
Henderson Investors. Jeremiah joined Janus in 1998
as a research analyst covering the consumer,
industrials, financials, media, software, and
telecommunications sectors. He was Janus’
consumer sector lead for 10 years before
transitioning to full-time portfolio management.
Jeremiah earned his Bachelor of Arts degree in
economics from Dartmouth College, graduating
Phi Beta Kappa. While there, he received the Class
of ’39 scholarship for academic and athletic
achievement and the Class of ’48 male scholar-
athlete of the year award. He was also selected for
the 1998 Academic All-Ivy Hockey Team and
served as the men’s hockey captain from 1997 to
1998. Jeremiah holds the Chartered Financial
Analyst designation and has 27 years of financial
industry experience.
p.10 Fund Managers’ report
Fran Radano
Position: Co-Fund Manager
Date of appointment: 9 November 2024
Skills and experience
Fran Radano is a Portfolio Manager at Janus
Henderson Investors, a position he has held since
2024. Prior to joining the firm, he was a senior
portfolio manager within the Aberdeen Group from
2007. Before that, he was a senior research analyst
at Gartmore Global Investments from 1999. Earlier,
Fran was a vice president and research analyst at
Salomon Smith Barney Consulting Group for two
years. He began his career as an associate trader
at SEI in 1993.
Fran received a Bachelor’s degree in economics
with a minor in political science from Dickinson
College and an MBA in finance from Villanova
University. He holds the Chartered Financial Analyst
designation and has 32 years of financial industry
experience.
p.10 Fund Managers’ report
Fund Managers’ biographies
13
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
A snapshot of our portfolio
Classification of investments and portfolio weighting as at 31 January 2026
Sector breakdown
Sector exposure at 31 January
As a percentage of the investment portfolio excluding cash
2026
%
Financials
22.1
Health Care
12.7
Information Technology
12.3
Industrials
11.9
Consumer Discretionary
9.7
Consumer Staples
8.9
Energy
7.6
Real Estate
5.8
Utilities
5.4
Communication Services
3.6
100.0
Regional breakdown
Geographic exposure at 31 January
As a percentage of the investment portfolio excluding cash
2026
Equity
%
2025
Equity
%
Canada
4.9 4.5
USA
95.1 95.5
100.0 100.00
Sources: Janus Henderson Investors and Factset
14
The North American Income Trust plc Annual Report 2026
A snapshot of our portfolio continued
Company Industry classification
Valuation
2026
£’000
% of
portfolio
Chevron Oil, Gas and Consumable Fuels 22,578 4.5
Philip Morris Tobacco 19,622 4.0
Johnson & Johnson Pharmaceuticals and Biotechnology 18,223 3.7
CVS Health Health Care Providers and Services 16,307 3.3
PNC Financial Services Banks 16,284 3.3
Morgan Stanley Investment Banking and Brokerage Services 15,993 3.2
Lamar Advertising Real Estate Investment Trusts 14,957 3.0
Enbridge Oil, Gas and Consumable Fuels 14,231 2.9
Goldman Sachs Investment Banking and Brokerage Services 13,636 2.8
Xcel Energy Electricity 13,299 2.7
Ten largest investments 165,130 33.4
Gaming & Leisure Properties Specialised REITs 13,038 2.6
CMS Energy Multi-Utilities 13,019 2.6
Verizon Communications Telecommunications Service Providers 12,974 2.6
Citigroup Banks 12,647 2.6
Progressive Non-life Insurance 12,123 2.4
Medtronic
Health Care Equipment and Supplies 11,259 2.3
CME Group Capital Markets 10,532 2.1
The Walt Disney Company
Media 10,281 2.1
Union Pacific Road and Rail 10,275 2.1
Eaton General Industrials 10,247 2.1
Twenty largest investments 281,525 56.9
RTX Aerospace and Defence 10,247 2.1
Texas Instruments Semiconductors and Semiconductor Equipment 10,214 2.1
Bristol-Myers Squibb Pharmaceuticals 10,027 2.0
Restaurant Brands International Hotels, Restaurants and Leisure 9,765 2.0
Home Depot Retailers 9,554 1.9
OneMain Consumer Finance 9,546 1.9
Lam Research Technology Hardware and Equipment 9,357 1.9
Broadcom Semiconductors and Semiconductor Equipment 9,057 1.8
Bank of New York Mellon
Investment Banking and Brokerage Services 8,740 1.8
Alphabet Software and Computer Services 8,386 1.7
Thirty largest investments 376,418 76.1
U.S. Bancorp Banks 8,178 1.7
Abbott Laboratories Health Care Equipment and Services 7,966 1.6
Nike Personal Goods 7,886 1.6
Amphenol Technology Hardware and Equipment 7,871 1.6
Zoetis Pharmaceuticals and Biotechnology 7,730 1.6
American Express Industrial Support Services 7,703 1.6
Trane Technologies
Construction and Materials 7,655 1.5
Coca-Cola Beverages 7,634 1.5
Royal Caribbean Cruises Travel and Leisure 7,106 1.4
Emerson Electric Electronic and Electrical Equipment 6,964 1.4
Forty largest investments 453,111 91.6
AbbVie Biotechnology 6,500 1.3
Intuit Software and Computer Services 5,453 1.1
Accenture Industrial Support Services 4,802 1.0
Microsoft Software and Computer Services 4,704 1.0
Dell Technologies Technology Hardware and Equipment 4,587 0.9
Comcast Media 4,339 0.9
Garmin Leisure Goods 2,207 0.4
Versant Media Media 190 0.0
Total investments 485,893 98.2
Net current assets 8,828 1.8
Total assets 494,721 100.0
Investment portfolio as at 31 January 2026
15
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
Case studies
Technology hardware and equipment
Country of listing
USA
Proportion of portfolio
1.6%
What do they do?
Amphenol is a global leader in connectors and cabling; the components
that allow data, power and signals to flow through everything from data
centres and AI servers to electric vehicles, aircraft and factory equipment.
Its products sit at the heart of modern technology, giving the company
broad exposure to long-term growth areas such as cloud computing, AI,
defence, and industrial automation.
Investment case
Amphenol entered 2025 with strong momentum, benefiting from
powerful long-term trends such as the expansion of AI infrastructure,
rapid growth in data centres, vehicle electrification and increasing
automation across industry. These structural tailwinds were
complemented by a cyclical recovery in several end markets, resulting in
a standout year.
The company’s IT Datacom business was a major growth engine, with
revenues rising by around 125% year-on-year. This was driven by strong
design wins, increasing content on leading graphics processing units
and hyperscale application-specific integrated circuits platforms, and
continued demand from traditional cloud computing. Each new
generation of high-performance servers requires more complex and
higher-value interconnect solutions, supporting ongoing content growth.
At the same time, Amphenol’s military and aerospace division delivered
double-digit organic growth. Demand was supported by long-term
investment in areas such as space, naval systems, radar, avionics and
unmanned vehicles, providing a resilient and attractive source of earnings.
From a cyclical perspective, the Industrial end market began to recover after
a weaker period, with improving demand in factory automation,
instrumentation and heavy equipment. Communications networks also
returned to growth as customer inventory levels normalised. Together, these
trends helped push group revenues and operating margins to new highs.
Strong demand was matched by excellent execution. Amphenol delivered
record operating margins of 38.1%, helped by disciplined cost control,
favourable product mix and synergies from acquisitions. Earnings per share
grew by 74% in 2025, highlighting the operational leverage in the business.
Capital allocation remains a key strength. The company increased its
dividend by 53% and invested US$1.3 billion in value-accretive
acquisitions. More recently, the acquisition of CommScope Connectivity
Solutions strengthens Amphenol’s positioning and helps future-proof the
business, particularly as networking technologies evolve from copper
towards fibre.
Overall, Amphenol offers a compelling investment case built on strong
execution, best-in-class management and culture, diversified
end-market exposure, and a proven ability to compound growth through
disciplined mergers and acquisitions.
Amphenol
16
The North American Income Trust plc Annual Report 2026
Case studies continued
Johnson & Johnson
Pharmaceuticals and biotechnology
Country of listing
USA
Proportion of portfolio
3.7%
What do they do?
Johnson & Johnson (J&J) is one of the world’s largest healthcare
companies, operating across innovative medicine (prescription drugs)
and MedTech (medical devices and surgical technology). Its products
span areas such as cancer treatments, immunology, neuroscience,
cardiovascular devices and surgical tools, making J&J a core provider to
global healthcare systems.
Investment case
J&J entered 2025 well positioned to benefit from several long-term
healthcare trends, such as ageing populations, rising rates of chronic
disease, greater demand for personalised and minimally invasive
treatments, and the increasing use of robotics and AI in healthcare.
The company has set out a clear multi-year growth strategy focused on
innovation. It expects sales to grow at the rate of 5-7% per year from 2025
to 2030, supported by a deep pipeline of product sales and expansion in
faster-growing MedTech areas such as cardiovascular treatments and
robotic-assisted surgery. Continued investment in research and
development has helped J&J build leadership positions across both new
medicines and next-generation surgical technology.
These tailwinds translated into a strong 2025, which management
described as a “catapult year” for the business. Full-year sales reached
US$94 billion, up 6% year-on-year, while earnings per share rose by more
than 8%. Performance strengthened as the year progressed, led by
oncology treatments, alongside solid growth in the fields of immunology
and neuroscience. This highlights both resilient demand and improving
profitability across core areas.
J&J’s diversified business model also played an important role. Exposure
across multiple therapies and devices helps offset pricing pressure from
lower-cost versions of biological drugs that can put pressure on pricing
once patents expire. It also allows management to focus capital on
higher-growth, higher-margin segments. In innovative medicine,
progress was made across several key therapies in mental health, lung
cancer, immunology and oncology. In the company’s MedTech business,
growth was driven by cardiovascular innovation, J&J Vision products and
regulatory progress on its next-generation robotic surgery platform.
Looking ahead, J&J continues to streamline its portfolio, including plans to
separate its orthopaedics unit, sharpening its focus on faster-growing
opportunities. With strong exposure to enduring healthcare trends, a
robust innovation pipeline and a record operational year behind it, J&J
remains a compelling holding within NAIT.
17
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
Environmental, social and governance matters
Voting record
Meetings with one
or more resolutions
voted against
management or
withheld/abstained 55.3%
All resolutions were
voted in favour of
management 44.7%
In terms of resolutions not supported in the year to
31 January 2026, the key issues on which the Fund
Managers voted the Company’s shares against
management concerned executive remuneration and
severance arrangements, shareholder rights and
corporate governance matters, environmental and social
proposals, climate and other environmental reporting,
social issues including human rights, political lobbying
and the use of AI, and selected director election and
board-related matters.
Environmental and
Social Blended
25.0%
Social
23.3%
Environmental
16.7%
Director Election
13.3%
Compensation
11.7%
Corporate
Governance
6.7%
Director Related
3.3%
Source: Janus Henderson Investors using Institutional Shareholder Services
(“ISS”) categories
Note: Some meetings had more than one vote against management or
withheld votes
Voting decisions are made in keeping with the provisions
of the Manager’s Responsible Investment Policy which is
publicly available at www.janushenderson.com. To retain
oversight of the process, the directors receive reporting at
least annually at a board meeting on how the Manager
has voted the shares held in the Company’s portfolio. The
directors review the Manager’s Responsible Investment
Policy, Proxy Voting Policy and Procedures at least
annually.
The Fund Managers have a strong focus on good
governance practice and an active approach to voting.
To influence decision making at board level where
appropriate, the Fund Managers participate in consultations
with our portfolio companies ahead of or after contentious
AGM resolutions. Where appropriate, the Manager will
vote against resolutions at general meetings. In total,
the Company voted at 47 shareholder meetings during
the year, being 100% of portfolio companies’ general
meetings. At 26 of these meetings (55%), the Company
placed a vote against management.
The Company voted against 52 resolutions in total, being
8.0% of all resolutions voted on during the period.
Company engagement
The Janus Henderson North American Equities team has
extensive experience in the North American market and
company engagement is central to both the research
process and ongoing stewardship. This is supported
by increasingly sophisticated data related to
environmental, social and governance (“ESG”)
factors and company meetings.
The Fund Managers integrate analysis of ESG factors into
their consideration of all investment factors, but not in a
binding way. The Company does not pursue a
sustainable investment strategy or have a sustainable
investment objective. The North American Equities team
takes into account research and guidance from the
in-house Responsible Investment and Governance team
to screen portfolios for ESG issues and to identify broader
themes for discussion in making and holding investments.
The Fund Managers’ approach is built upon
fundamental stockpicking blended with sector themes.
This allows them to isolate investment decisions from
market noise; the resulting approach can be contrarian,
and can lead to investing in change. ESG factors can
play a role in identifying these trends in corporate
change and sector development.
It is during the in-depth research stage of the investment
process where the Fund Managers will make an
assessment on material ESG considerations – both risks
and opportunities – for each stock or sector. Their
analysis tends to focus on the rate of change rather than
existing scores. They want to gain a good understanding
of what procedures and initiatives the company is putting
in place to improve its ESG practices, as sustained poor
performance often hinders long term value creation. This
research is far-ranging, including topics such as board
composition and staff remuneration as well as fair wages
and employee satisfaction scores.
Whilst headline ratings from external providers can be a
useful starting point, the Fund Managers are cautious
about assigning them too much significance. They are
often backward looking and external providers face huge
difficulties in aligning subjective topics contained within
the ESG arena with a scoring system used to compare
stocks. This has resulted in a high level of dispersion in
company ratings depending on the agency.
Voting
The Board believes that voting at general meetings is
an integral part of exercising responsible corporate
stewardship and provides an effective means of
signalling shareholder views on board policy, practices
and performance. The Board has delegated voting
responsibility to the Manager for the rights attached to the
shares held in the Company’s portfolio. This enables the
Board to utilise the expertise of the Manager’s Responsible
Investment and Governance team in assessing
engagement by investee companies and the
appropriateness of any resolutions which shareholders
may be asked to approve. The Manager votes actively at
shareholder meetings and engages with companies as
part of the voting process.
18
The North American Income Trust plc Annual Report 2026
Environmental, social and governance matters continued
Stewardship
Stewardship is a fundamental part of Janus Henderson
Investors’ long-term, active approach to investment
management. Strong ownership practices, including
engagement with management and boards, can help
protect and enhance long-term shareholder value.
Janus Henderson Investors is a founding member of the
UN Principles of Responsible Investment. Additionally,
Janus Henderson Investors is a supporter of a number
of broader ESG initiatives such as Climate Action 100+,
an investor-led initiative to engage with heavily emitting
companies to reduce their greenhouse gas emissions.
As a part of the research process, fund managers and
analysts meet frequently with company management,
senior executives and boards, with Janus Henderson
Investors conducting thousands of meetings per year.
These meetings typically occur prior to initiating a position
and throughout the holding period.
The fund management teams develop long-term
relationships with the management of firms in which
they invest. Should concerns arise over a firm’s practices
or performance, they would seek to leverage these
constructive relationships by engaging with company
management or express their views through voting on
management or shareholder proposals. Escalation of
engagement activities depends on a company’s
individual circumstances.
The environment
The North American Equities team supports the Fund
Managers with fundamental analysis and engages with
portfolio companies on environmental matters where
relevant. As an investment trust, the Company’s own
direct environmental impact is minimal. The Company
has no greenhouse gas emissions to report from its
operations, nor does it have responsibility for any other
emissions producing sources under the Companies Act
2006 (Strategic Report and Directors’ Reports)
Regulations 2013. The Company’s indirect impact occurs
through its investments and the Fund Managers monitor
the carbon footprint of the portfolio as a measure of its
carbon intensity. For these reasons, the Board considers
that the Company is a low-energy user under the
Streamlined Energy & Carbon Reporting Regulations
(“SECR”) and is not required to disclose energy and
carbon information.
The Manager recognises the importance of managing
its operational activities in a sustainable way and
minimising any adverse impact on the environment.
In 2021, Janus Henderson Investors reached its target of
reducing its carbon footprint for its own operations by
15% per full-time employee (“FTE”) based on 2018
consumption. In 2022, Janus Henderson Investors set
new ambitious five-year reduction targets for its own
operations relative to a 2019 baseline:
• reduction target of 29.4% in Scope 1 (fuel) and Scope 2
(electricity) emissions;
• reduction target of 17.5% in Scope 3 (business travel,
freight, paper, water, waste) emissions; and
• reduction target of 17.5% on water and waste
consumption by FTEs.
Janus Henderson Investors discloses its carbon
emissions annually through regulatory and voluntary
reporting frameworks, including the Carbon Disclosure
Project (“CDP”), as well as in its 2024 Responsibility Report,
which provides more information and is available at
www.janushenderson.com.
Janus Henderson Investors produces product-level Task
Force on Climate- Related Financial Disclosures (“TCFD”)
reports for funds in scope as well as an entity-level TCFD
report. These reports include an overview of the climate-
related governance, strategy, risk management, metrics
and targets of Janus Henderson Investors and its
portfolios. Product-level metrics include absolute carbon
emissions, carbon footprint, weighted average carbon
intensity, implied temperature rise and climate scenario
analysis (Climate Value at Risk). Janus Henderson
Investors’ TCFD Report specific to the Company is
available at www.northamericanincome.com.
Business ethics
As the Company’s operations are delegated to third-party
service providers, the Board seeks assurances, at least
annually, from its suppliers that they comply with the
provisions of the UK Modern Slavery Act 2015 and maintain
adequate safeguards in keeping with the provisions of the
Bribery Act 2010, Criminal Finances Act 2017, and the
sanctions element of the Economic Crime (Transparency
and Enforcement) Act 2022. The Company has received
assurances from its main suppliers that they maintain a
zero-tolerance policy towards the provision of illegal services.
As an investment vehicle, the Company does not provide
goods and services in the normal course of business and
does not have customers. Accordingly, the Board considers
that the Company is not within the scope of the Modern
Slavery Act 2015 and is therefore not required to make a
modern slavery statement.
19
The North American Income Trust plc Annual Report 2026
Governance
Financial
statements
Additional
information
AGM NoticeStrategic report
Investment Objective
The Company aims to provide investors with above average dividend
income and long-term capital growth through active management of
a portfolio consisting predominantly of S&P 500 US equities.
Income & Growth
Investment policy
The Company invests in a portfolio predominantly
comprising S&P 500 constituents. The Company may
also invest in Canadian stocks and US mid and small
capitalisation companies to provide for diversified
sources of income. The Company may invest up to 20%
of its gross assets in fixed income investments, which
may include non-investment grade debt. The Company’s
investment policy is flexible, enabling it to invest in all
types of securities, including (but not limited to) equities,
preference shares, debt, convertible securities, warrants,
depositary receipts and other equity-related securities.
The maximum single investment will not exceed 10%
of gross assets at the time of investment and it is
expected that the portfolio will contain between 35
and 70 holdings at the time of investment (including
fixed income investments), with an absolute minimum
of 35 holdings. The composition of the Company’s
portfolio is not restricted by minimum or maximum
market capitalisation or country weightings.
The Company may borrow up to an amount equal to
20% of its net assets.
Subject to the prior approval of the Board, the Company
may also use derivative instruments for efficient portfolio
management, hedging and investment purposes.
The Company’s aggregate exposure to such instruments
for investment purposes (excluding collateral held in
respect of any such derivatives) will not exceed 20% of
the Company’s net assets at the time of the relevant
acquisition, trade or borrowing.
The Company does not generally hedge its exposure
to foreign currency. The Company will not acquire
securities that are unlisted or unquoted at the time
of investment (with the exception of securities which
are about to be listed or traded on a stock exchange).
However, the Company may continue to hold securities
that cease to be listed or quoted, if appropriate.
The Company may participate in the underwriting or
sub-underwriting of investments where appropriate
to do so.
The Company may invest in open-ended collective
investment schemes and closed-ended funds that
invest in the North American region. However, the
Company will not invest more than 10%, in aggregate,
of the value of its gross assets in other listed investment
companies (including listed investment trusts),
provided that this restriction does not apply to
investments in any such investment companies
which themselves have stated investment policies to
invest no more than 15% of their gross assets in
other listed investment companies.
The Company will normally be substantially fully
invested in accordance with its investment objective
but, during periods in which changes in economic
conditions or other factors so warrant, the Company
may reduce its exposure to securities and increase
its position in cash and money market instruments.
Business model
Structure
The Company operates as an investment company under
section 833 of the Companies Act 2006 and, for tax purposes,
is approved by HMRC as an investment trust under sections
1158 and 1159 of the Corporation Tax Act 2010. It is a closed-
ended public limited company listed on the main market of
the London Stock Exchange and is subject to the Financial
Conduct Authority’s (“FCA”) UK Listing Rules, Prospectus
Regulation Rules and Disclosure Guidance and Transparency
Rules, and the City Code on Takeovers and Mergers.
The Company is governed by a Board of independent
non-executive directors, which sets strategy, oversees the
Manager and monitors costs. Day-to-day administrative,
financial and share registration services are provided by
specialist third-party service providers. This outsourced
model is a cost-effective way of operating the Company
and supports its status as an investment trust.
As a closed-ended vehicle, the Company is not required
to meet shareholder redemptions and can therefore
remain invested through changing market conditions.
This allows the Fund Managers to take a longer-term view
and, where appropriate, use gearing to enhance
shareholder returns. The Board is accountable to
shareholders, the directors are independent of the
Manager, and shareholders vote annually on the re-
election of directors.
Stock selection
The Fund Managers use rigorous research to identify
attractive investment opportunities by focusing on the
quality of the business, valuations, balance sheet strength
and cash flow potential. Free cash flow yields are an
important valuation metric, rather than simply price/
earnings ratios or other performance measures.
The Company does not have a benchmark, but uses
20
The North American Income Trust plc Annual Report 2026
Business model continued
reference indices against which it analyses performance.
These are the S&P High Yield Dividend Aristocrat Index
and the Russell 1000 Value Index.
Values and culture
The Board maintains high standards of governance and
seeks to act with integrity, openness and constructive
challenge. Its focus is on promoting the long-term success
of the Company for shareholders, while taking proper
account of the interests of wider stakeholders. The Board
brings together a broad range of skills and experience,
which supports informed decision-making and effective
oversight of the Company and its service providers.
This culture also shapes the Board’s relationship with
the Manager, the Company’s principal service provider.
The Board expects the Manager and all other service
providers to operate to high standards and in a way
that supports the Company’s purpose, governance
framework and shareholder interests.
The Company supports this culture through clear
governance arrangements, including regular Board and
committee meetings, policies on conflicts of interest and
dealings in the Company’s shares, and procedures
relating to matters such as bribery and the facilitation of
tax evasion. These arrangements are intended to
promote effective oversight, accountability and sound
decision-making.
At the date of this report, the Board comprises six
directors, three men and three women. The Board
values diversity of perspective and experience and
believes this strengthens its discussions and decisions.
Directors are expected to devote sufficient time to
their roles and to discharge their responsibilities in
a transparent and effective manner.
The Board also considers the culture of the Manager
and other key service providers through regular reporting
and presentations. It recognises the importance of an
inclusive and well-managed working environment in
supporting strong long-term outcomes for the Company
and its stakeholders.
Management
The Company is an alternative investment fund in
accordance with the Alternative Investment Fund
Managers Directive (“AIFMD”). The Board has appointed
Janus Henderson Fund Management UK Limited (“JHFM”)
to act as its alternative investment fund manager (“AIFM”).
JHFM delegates investment management services
to Janus Henderson Investors UK Limited (“JHUK”) which in
turn delegates investment powers to Janus Henderson
Investors US LLC (“JHUS”) in accordance with an
agreement effective from 1 August 2024. The management
agreement with JHFM is reviewed annually and can be
terminated on six months’ notice. In the event of a
resolution being passed at the AGM to wind up the
Company, the Manager shall be entitled to six months’
notice from the date the resolution was passed. In the
event of termination on not less than the agreed notice
period, compensation is payable in lieu of the unexpired
notice period.
JHFM and JHUK are authorised and regulated by the FCA
and JHUS is regulated by the US Securities and Exchange
Commission (“SEC”). These companies are part of the
Janus Henderson Investors group of companies.
References to ‘Janus Henderson’, ‘JHI’ or the ‘Manager’
refer to the services provided to the Company by the
Janus Henderson Investors’ group of companies.
The Fund Managers are Jeremiah Buckley and Fran
Radano, who draw on the resources of a wider North
American equities team at JHI.
The management agreement provides for the payment
of a composite management fee. From 1 August 2024, the
fees payable are 0.55% per annum of net assets up to
£500 million, and 0.45% of net assets above £500 million.
Any holdings in funds managed by Janus Henderson,
of which there were none in the year, are excluded from
calculation of the management fee.
There are no performance fees and no separate
administration charges payable to Janus Henderson.
Ongoing charges
The Board believes that the ongoing charge ratio
of 0.73% (2025: 0.77%) represents a competitive cost for
shareholders. As an alternative performance measure,
the calculation of the ongoing charge is explained on
page 82.
In December 2025, the FCA confirmed that UK-listed
closed-end funds will have flexibility in presenting
expenses under the new Consumer Composite
Investments rules, which will be fully effective by June
2027. While an annual ongoing costs figure must be
shown as the main headline, it will exclude transaction
costs, performance fees, and one-off costs, which must
instead be disclosed separately. The new rules will also
not require closed-end investment funds to include the
cost of gearing and borrowing in their cost disclosures.
Borrowings
The Company has US$50 million of borrowings in the form
of privately placed loan notes. Borrowings may be used
where the Board and Fund Managers believe this will
enhance returns for shareholders over the longer term.
The Company may also reduce investment exposure,
including by holding part of the portfolio in cash or cash
equivalents, where this is considered appropriate in
prevailing market conditions.
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Key performance indicators
to 31 January 2026
To measure the success of the Company in meeting its objective and to evaluate the
performance of the Manager, the directors consider the following key performance
indicators (“KPIs”).
KPI Action
Net asset value and share
price performance against
the reference indices
NAV
Total return performance
over the year
8.8%
(2025) 23.8%
Share price
Total return performance
over the year
13.8%
(2025) 24.9%
Reference indices
Russell 1000 Value
(in Sterling terms)
4.9%
(2025) 22.5%
S&P High Yield
Dividend Aristocrats
(in Sterling terms)
3.1%
(2025) 14.9%
The Board reviews the Company’s NAV and share price total return
performance against the Russell 1000 Value Index (in Sterling terms)
and the S&P High Yield Dividend Aristocrats Index (in Sterling terms).
Performance graphs and tables are provided on page 6. The Board also
reviews the performance of the Company against its peer group of
investment trusts with similar investment objectives.
NAV and share price performance against reference indices
1
%
NAV (debt at fair value) Share Price Russell 1000 Value (in Sterling terms)
S&P High Yield Dividend Aristocrats (in Sterling terms)
Jan
2016
Jan
2021
Jan
2022
Jan
2023
Jan
2024
Jan
2017
Jan
2018
Jan
2019
Jan
2020
Jan
2026
Jan
2025
350
100
50
250
200
150
300
0
Source: Morningstar Direct, LSEG Datastream, S&P
1 All shown on total return basis, rebased to 100
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KPIs continued
KPI Action
Revenue return
and dividend yield
Dividend yield
3.4%
(2025) 3.5%
The Board monitors the Company’s net revenue return and dividend yield
through the receipt of detailed income forecasts. A graph showing the
revenue return and dividends over the last ten years is shown below.
Revenue return and dividends
Pence per share
2021 2022 2023 20242017 2018 2019 2020 20262025
15
5
10
0
Revenue return Dividends
Source: Morningstar Direct
Share price discount
to net asset value
1
5.7%
(2025) 9.3%
The Board works with the Manager to promote the Company’s benefits as
widely as possible and to provide liquidity to the market through the use of
share buybacks. Over the course of the year, the Company’s shares traded
at discounts ranging between 2.7% and 16.6%.
During the year, 8,627,316 shares were bought back and cancelled at an
average price of 338.0p and an average discount of 8.2%. The total cost was
£29.4 million.
Since the year end, 23,855 further shares have been repurchased.
Ongoing charge
0.73%
(2025) 0.77%
The Board reviews the Company’s operating costs carefully against
its peer group of investment trusts with similar investment objectives.
The Company’s ongoing charges ratio is provided on page 82.
1 The discount is shown with debt at fair value. The discount with debt at par was 4.9% (2025: 8.5%)
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Managing risks
The Board, with the assistance of the Manager, has carried out a robust assessment of the principal risks facing the
Company, including those which would threaten its business model, future performance, solvency, liquidity in its shares
and reputation. The assessment includes consideration of economic and political risks, most of which are outside the
Board’s direct control. The Board has drawn up a detailed matrix of risks facing the Company, which it has distilled into
seven categories of principal risks, as shown on the following pages. To assist in mitigating these risks as far as
practicable, the Board has also put in place a schedule of investment limits and restrictions, appropriate to the
Company’s investment objective and policy, which the Manager must adhere to. Compliance with the limits and
restrictions is reported on a monthly basis and reviewed by the board at their quarterly meetings.
The Board has concluded that the Company’s portfolio, investment approach and operating model have remained
resilient and that its investment approach continues to be appropriate. Geopolitical tensions, levels of borrowing
across economies, subdued growth in developed markets and inflationary pressures all continue to affect the
investment environment and are taken into account in investment decisions. The Board also considers risks specific to
the UK market that may affect investor sentiment and demand for the Company’s shares, and these are taken into
account, where possible, in the management of the Company’s share price discount.
Emerging risks
The Board keeps the Company’s risk profile under regular review, including risks arising from internal and external
developments. Emerging risks are those potential trends, events or changing circumstances whose likelihood and
impact remain uncertain. Where an emerging risk becomes clearer or more immediate, it may be incorporated into the
Company’s formal risk matrix.
The Board receives regular reporting from the Manager and other service providers on both principal and emerging
risks. It also receives ad hoc advice from professional advisers, including legal and tax advisers, where appropriate. This
reporting, together with the directors’ own experience and judgement, supports effective oversight of the Company’s
risk environment and how it is changing.
During the year under review, the Board did not identify any emerging risks which are not already encompassed within
the existing principal risks.
Principal risks, controls and mitigation
The Company’s principal risks and mitigating steps are as follows:
Risk Controls and mitigation
Strategy and investment
performance
The Board is responsible for ensuring that
the Company’s strategic proposition is
attractive to the market. The relative
performance of the Company against its
reference indices and AIC peer
group depends principally on asset
allocation and stock selection, which, in
turn, require investment skills. In exercising
these skills, the Manager is responsible for
adhering to the investment policy and
investment guideline restrictions set by the
Board and amended from time to time.
The Board devotes time in at least one of its meetings each year to reviewing
overall strategy and progress is monitored throughout the year. The Board’s
review takes into account shareholder views, developments in the marketplace
and how the Company is positioned to meet them.
The Board is responsible for ensuring that the investment policy is met. The day-to-
day management of the Company’s assets is delegated to the Manager under
investment guidelines, with close monitoring of compliance with the guidelines.
The Board meets the Manager on a regular basis and keeps investment
performance, in terms of both capital and income returns, under close review.
The Management Engagement Committee reviews the Manager’s performance
annually. Although the Company is not invested against any specific income
criteria, the net income of the Company and the revenue reserves are monitored
against dividend pay-outs and anticipated future net income.
Investment performance is monitored over the short, medium and longer term
against the Company’s reference indices and against the Company’s AIC peer
group (North America).
The Fund Managers keep the global political and economic picture under review
as part of the investment process and members of the wider Janus Henderson
team are available should the Board want additional information on sector or
market specific issues. Climate risk is assessed within the individual stock
selection process.
The Board monitors the Company’s share price relative to NAV per share and
reviews changes in shareholdings in the Company to understand short or
longer-term trends in supply of and demand for the shares.
Heightened
Unchanged Reduced
Change in risk assessment over the last financial year
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Managing risks continued
Risk Controls and mitigation
Market events and geopolitical risk
The Company’s absolute performance in
terms of NAV total return and share price
total return is primarily dependent on the
performance of the investee companies
and markets in which the Company
invests. Performance is also impacted by
currency and interest rate movements, as
well as by political and economic events,
including changes to the fiscal
environment for UK investors. Any debt
securities that may be held by the
Company will be affected by general
changes in interest rates that will in turn
result in increases or decreases in the
market value of those instruments.
The Company is exposed to stock market
volatility or illiquidity that could result from
major market shocks due to a national or
global crisis such as a pandemic, war,
natural disaster, geopolitical developments
or similar. There could also be a resultant
impact of disruption on the operations of
the Company and its service providers
temporarily or for prolonged duration.
Stock-specific investment risk is spread by holding a diversified portfolio of
investee companies, typically with strong balance sheets and good growth
prospects. The Company does not currently undertake any currency hedging
strategies, though it has the ability to do so.
Details on financial risks, including market, interest rates, liquidity and foreign
currency risks and the controls in place to manage these risks are provided in
note 18 to the financial statements.
The Board is cognisant of the heightened risks arising from geopolitical
developments including stock market instability and economic effects or
the potential impact on the operations of the third-party suppliers, including
the Manager.
The Manager maintains close oversight of the Company’s portfolio and the
performance of investee companies. The Board monitors volatility and holds a
regular dialogue with the Fund Managers to understand the impact on the
Company’s portfolio.
The Manager has business continuity arrangements in place to ensure that it is
able to continue to service its clients, including investment trusts.
Income and dividend risk
The ability of the Company to pay dividends
and any future dividend growth depends
primarily on the timing and level of income
received from its investments (which may
be affected by currency movements,
exchange controls or withholding taxes
imposed by jurisdictions in which the
Company invests). Accordingly, there is no
guarantee that the Company’s dividend
income objective will continue to be met
and the amount of the dividends paid to
shareholders may go down as well as up.
The Board monitors this risk through the regular review of detailed revenue
forecasts and considers the current and forecast level of income at each
meeting. The Board discusses the impact of changes to the Company’s portfolio
and stock selection on income with the Fund Managers.
The Company has built up its revenue reserves over recent years which provides
flexibility in future years, should the dividend environment become challenging.
The Company has revenue reserves of £23.1 million before payment of the fourth
interim dividend.
At the 2026 Annual General Meeting, the cancellations of the share premium
account (£51.8 million) and the capital redemption reserve (£16.3 million) will be
proposed for shareholder approval. Cancellation of these would create additional
distributable reserves and increase flexibility in the way the Company may
deploy capital.
Gearing
Gearing is used to leverage the
Company’s portfolio in order to enhance
returns. In the event of a significant or
prolonged fall in equity markets, gearing
can have the effect of exacerbating
market falls on the Company’s NAV and
share price, resulting in the cost of
borrowing being higher than the return on
investment.
The Company’s investment policy sets a limit on borrowing of 20% of net assets at
the time the borrowing is assumed, and the Board monitors the Company’s level
of gearing at each meeting, and its compliance with loan covenants.
As at 31 January 2026, the Company had US$50 million (£36.4 million) of
borrowings and net gearing was 5.9% at the year end. More details are provided in
note 14 to the financial statements on page 71 of this report.
Heightened
Unchanged Reduced
Change in risk assessment over the last financial year
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Risk Controls and mitigation
Discount volatility
Swings in underlying net asset values (NAV)
may result in the Company’s shares trading
at a wider discount.
The Company’s share price, NAV and discount are monitored daily by the
Manager. When there is a significant discount and it is deemed to be in the best
interest of shareholders, the Manager will exercise discretion to undertake share
buybacks, within authorities set by the Board. The Board monitors the discount
level of the Company’s shares and monitors the level of share buybacks, within
shareholder authorities. During the year, 8,627,316 shares were bought back.
Operational and cyber security
A failure of the operational or internal
control systems of the Manager (such as
accounting, dealing or payment systems),
the Depositary (record keeping) or other
third-party service providers could result
in the inaccurate reporting or monitoring
of the Company’s financial position and
could impact the Company’s ability to
meet its regulatory obligations. The
Company is also exposed to cyber security
risks should one or more of its services
providers not be able to provide the
required level of information technology
controls to prevent disruption to its
business.
The Management Engagement Committee reviews each service provider at least
annually, and, in conjunction with the Audit Committee, considers reports from the
Manager on internal controls, including any reported breaches, throughout the
year, from all the service providers. This reporting covers such matters as business
resilience and cyber security risk as well as matters that are subject to review as
part of the annual audit of the Company. The Audit Committee receives quarterly
reporting and annual presentations from the Manager’s Information Security and
Business Resilience teams.
Janus Henderson has a strong North American Equities team, which supports the
Fund Managers in the management of the Company’s portfolio. Constructive
challenge, succession and continuity planning are key elements of the
management of the team.
The Board meets with representatives from the Company’s key third-party service
providers as appropriate to make enquiries on the systems and controls.
Regulatory and reporting
A breach of section 1158 and 1159 of the
Corporation Tax Act 2010 could lead to the
loss of investment trust status, resulting in
capital gains realised within the portfolio
being subject to corporation tax. Changes
to the reporting requirements and
regulated environment in which the
Company operates could inter alia affect
the listing of the Company’s shares as well
as how the Company conducts its affairs
in the market more generally.
The Board is apprised regularly of impending regulatory and reporting changes
and monitors closely, through its Manager and various professional advisors,
the Company’s adherence to existing requirements, which include maintaining
investment trust status and the Company’s London Stock Exchange listing.
The Board is also kept aware of fiscal and other developments that might affect
shareholder interests as a whole.
The Board is kept informed of corporate governance developments and adheres
to corporate governance guidelines that are applicable to an investment
company (see Statement of compliance on page 35).
Details of how the Board monitors the services provided by Janus Henderson and its other suppliers, and the key
elements designed to provide effective internal control, are explained further on pages 42 to 43. Note 18 to the financial
statements contains further details on the Company’s exposure to market risk (including interest rate risk, currency risk
and price risk), liquidity risk, credit risk and how they are managed.
Managing risks continued
Heightened
Unchanged Reduced
Change in risk assessment over the last financial year
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The Company’s viability
The AIC Code of Corporate Governance requires the
Board to assess the Company’s future prospects and
report on that assessment in the Annual Report. The Board
considers that certain characteristics of the Company’s
business model and strategy are relevant to this
assessment:
• the Board aims for the Company to deliver long-term
performance;
• the Company’s investment objective, strategy and
policy are subject to regular Board oversight;
• the portfolio is invested mainly in readily realisable
listed securities with restricted levels of borrowing; and
• the Company is a closed-ended investment company
and therefore does not suffer from liquidity issues
arising from unexpected redemptions.
Also relevant are a number of aspects of the Company’s
operating arrangements:
• the Company retains title to all assets held by the
custodian under the terms of formal agreements
with the custodian and depositary;
• revenue and expenditure forecasts are reviewed
by the directors at each board meeting; and
• cash is held with approved banks.
In addition, the directors have carried out a robust
assessment of the principal risks and uncertainties which
could threaten the Company’s business model, future
performance, liquidity or solvency, and have also
considered climate-related and emerging risks that could
affect the Company in future. The Board takes into
account the liquidity of the portfolio, short-term and
structural gearing, the income stream from the portfolio,
and the Company’s ability to meet its liabilities as they
fall due. This includes consideration of how the forecast
income stream, expenditure and levels of reserves could
impact the Company’s ability to pay dividends to
shareholders.
Detailed income and expenditure forecasts are prepared
over shorter time horizons. However, given the nature of
the Company’s business and the liquidity of its assets, the
Board considers these forecasts, together with its wider
review of the Company’s portfolio, liabilities and reserves,
to provide an appropriate basis for assessing viability over
a three-year period.
The directors assess viability over three-year rolling
periods, taking account of foreseeable severe but
plausible scenarios. This includes consideration of the
duration of the Company’s loan notes and how a breach
of any covenants could impact the Company’s NAV and
share price. The Board has assessed the risks associated
with geopolitical, economic and health crises in recent
years, including conflicts in the Middle East and Ukraine,
and US trade tariffs and related reciprocal measures. The
Board has concluded that these events have not affected
the long-term viability of the Company, and its ability to
continue in operation, notwithstanding any short-term
uncertainty and volatility they have caused in the markets.
The directors believe that a rolling three-year period best
balances the Company’s long-term objective, its financial
flexibility, and its commitment to holding continuation
votes every three years, against the difficulty of
forecasting economic conditions affecting the Company
and its shareholders.
The directors also recognise that the next continuation
vote will take place within the three-year assessment
period and the conditional tender offer could arise in 2027
if the relevant conditions are met. The directors do not
currently expect either of these to threaten the long-term
viability of the Company.
Based on the Board’s assessment, and in the context of
the Company’s business model, strategy and operational
arrangements above, the directors have a reasonable
expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over
the three-year period to January 2029.
The directors have also concluded that the Company has
adequate resources to continue in operation for at least 12
months from the date of approval of these financial
statements being 23 April 2026, and it is therefore
appropriate to prepare these financial statements on a
going concern basis.
The strategic report has been approved by the Board
of directors.
Charles Park
Chairman
23 April 2026
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Engaging with our stakeholders
Section 172 statement
In making decisions, the Board has regard to its duties under section 172 of the Companies Act 2006, including the likely
long-term consequences of its decisions and the interests of the Company’s key stakeholders. For the Company, these
stakeholders include shareholders and potential investors, the Manager and other service providers, investee
companies and lenders.
The Board is responsible for the Company’s long-term objectives and strategy and for promoting its long-term success
for the benefit of shareholders as a whole, while taking proper account of wider stakeholder interests. The Board
believes that strong governance and effective oversight of the Company’s service providers are central to delivering
the Company’s investment proposition.
The Board maintains close oversight of the Manager, which is the Company’s principal service provider, and of the other
specialist providers that support the Company’s operations. It receives regular reporting, reviews the effectiveness of
the control environment and formally assesses key service provider appointments each year. The Board also considers
how its decisions affect shareholders, the Company’s other stakeholders and the long-term success of the Company.
Stakeholder Engagement Outcome
Shareholders and
potential investors
The Board communicates with shareholders
through the annual and half-yearly reports,
factsheets (which include monthly
commentary), regulatory announcements
and content made available on the
Company’s website.
Shareholders can engage with the Board
and Fund Managers at the AGM and
through direct correspondence.
The Board reviews shareholder feedback
and voting patterns and uses this
information to inform its oversight of the
Company.
The Fund Managers discuss the Company’s
results and performance in a video available
on www.northamericanincome.com. They
also meet existing and potential investors
throughout the year, including institutions
and wealth managers, and engage with
retail investors through selected investor
forums.
The Chairman welcomes direct
engagement from shareholders and other
stakeholders. Shareholders can write to the
Chairman at the registered office (see
page 92) or email itsecretariat@
janushenderson.com with any feedback,
queries or concerns. The Board reviews
all shareholder correspondence
addressed to it.
The Board is pleased to invite shareholders
to attend the AGM and Fund Managers’
presentation for the year ended 31 January
2026. Further details are on page 52, and in
the Notice of AGM on pages 86 to 87.
Clear communication and regular
engagement help shareholders assess the
Company’s strategy and performance and
support the Company’s long-term success.
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Engaging with our stakeholders continued
Stakeholder Engagement Outcome
Fund management
group – Janus
Henderson Investors,
providing:
• investment
management
• accounting
administration
• professional sales
and retail marketing
• corporate secretarial
services
The Manager is the Company’s principal
third-party service provider. The Fund
Managers are responsible for managing
the Company’s assets in line with the
Company’s Investment Objective and
Investment Policy.
Representatives of the Manager attend
each board meeting and provide regular
reporting on portfolio performance,
compliance and operational matters.
This enables the Board to oversee the
management of the portfolio, assess
performance against the Company’s
investment objective, policy and
guidelines, and provide constructive
challenge where appropriate. The
Management Engagement Committee
also carries out a formal annual review of
the Manager’s performance.
The directors engage regularly with JHI
outside scheduled board meetings on
matters relating to portfolio management,
administration, governance oversight and
stakeholder engagement. This includes
discussion of the Company’s strategy and
the sales and marketing activity intended
to support the Company’s profile and
secondary market rating.
The Board is satisfied that the Company
continues to receive appropriate support
and advice at a competitive cost. It
monitors succession planning for key roles
within JHI and is satisfied with the joint fund
management provided by Jeremiah Buckley
and Fran Radano, supported by JHI’s North
American Equities team.
The Board considers that sufficient resources
continue to be committed to the investment
process, marketing activities and other
services provided by the Manager.
Further details of portfolio activity and the
impact of the Fund Managers’ decisions are
set out in the Fund Managers’ report on
page 11.
Other service providers,
including:
• BNP Paribas as
accountant and
administrator
(outsourced by
the Manager)
• BNP Paribas SA, London
Branch as depositary
and custodian
• Computershare
Investor Services PLC
as registrar
• Winterflood
Securities Limited
as broker
As an investment company, the Company
relies on third-party service providers for
its day-to-day operations. Representatives
of the principal service providers report
regularly to the Board. The Company
contracts directly for depositary,
custodian and registrar services, while
fund administration and accounting
services are provided through
arrangements overseen by the Manager,
which maintains the day-to-day
relationship with all service providers.
Winterflood Securities Limited acts as the
Company’s broker and provides corporate
advisory and professional investor support.
The Board and the Manager engage with
the broker, including its research and sales
teams, to support the orderly operation of
the market in the Company’s shares and
to monitor liquidity. The Board also receives
regular updates on the shareholder
register and analyses of shareholder
movements from the broker and the
Manager’s marketing and sales teams.
All principal service providers are subject
to a formal annual review by the
Management Engagement Committee
(“MEC”).
Through the engagement and annual
review at the MEC, the Board maintains
effective oversight of the Company’s third
party service providers.
The Company’s service providers continue
to deliver effective support, maintain
appropriate controls and provide good
value for shareholders. Through regular
reporting and annual review, the Board is
able to monitor service quality, operational
resilience and the continued suitability of
each provider.
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Stakeholder Engagement Outcome
Investee companies
The Board sets the Company’s investment
objective, with shareholder approval, and
discusses portfolio construction, asset
allocation, performance and the outlook
for investee companies with the Fund
Managers at each Board meeting.
The Manager’s Responsible Investment
and Governance team supports the Fund
Managers in the investment process and
engages with investee companies on the
Company’s behalf on matters including
governance, stewardship and voting.
The Fund Managers meet regularly with the
management teams of portfolio companies
to assess current trading, longer-term
prospects and any issues relevant to the
investment case. This supports informed
investment decisions and helps the
Company to act as an active and
responsible investor. The Company votes its
holdings in most circumstances when
shareholder resolutions arise.
Lenders
• Loan noteholder
The Company has long-term borrowings
through privately placed loan notes. The
Board monitors compliance with the
covenants and restrictions applying to
those borrowings and receives regular
financial and covenant compliance
reporting from JHI. This helps the Board to
maintain oversight of the Company’s
gearing arrangements and its relationship
with lenders.
Regular monitoring helps the Board to
oversee the Company’s borrowing position
and confirm continued compliance with its
lending obligations.
See page 71 for more details on the
Company’s unsecured loan notes.
Board decision making
The Board seeks to act in the best interests of shareholders as a whole, while taking proper account of the wider
interests of stakeholders and the long-term success of the Company. In doing so, it considers the Company’s purpose,
investment objective and investment policy, together with the likely impact of its decisions on shareholders and other
stakeholders.
In addition to its regular review of the Company’s performance, portfolio, strategy and market conditions, the Board
considered the following matters during the year ended 31 January 2026:
• Discount management and share buyback
The Board’s aim is for the Company’s share price to reflect its underlying net asset value, to reduce volatility and have
a liquid market in its shares. The Board keeps the level of discount and make up of ownership under regular review.
During the year ended 31 January 2026, 8.6 million shares were bought back at an average discount of 8.2%. The
discount at the year end was 5.7% (2025: 9.3%) (or, with debt calculated at par, 4.9% at the year end (2025: 8.5%)).
• Currency exposure
The Board reviewed the Company’s exposure to movements in Sterling against the US$ and considered whether any
form of currency hedging would be appropriate. Having considered the potential impact on shareholders and the
Company’s long-standing policy, the Board decided to remain unhedged. The Company nevertheless retains the
ability to hedge currency exposure if the Board and Manager consider that circumstances warrant it.
• Cancellation of the share premium account and capital redemption reserve
The Board decided to propose the cancellation of these two reserves in order to create additional distributable
reserves and increase flexibility in the way the Company may deploy capital, including for share buybacks or tender
offers. Further details are set out in the explanations of the resolutions on page 89.
• Board succession planning
The Board undertakes a detailed review of its composition and strengths each year. Bulbul Barrett, as announced in
December 2024, was appointed to the Board with effect from 1 May 2025 and was elected by shareholders in June
2025 at the Company’s AGM. As a result of the recruitment search in 2024, John Adebiyi also joined the Board on
1 October 2025 and a resolution for his election to the board will be put to shareholders at the 2026 AGM.
Succession for the role of Chair was also considered during the year as Charles Park reaches his nine year
anniversary during 2026. As announced in February 2026, Patrick Edwardson will succeed the Chair when Charles
Park retires following the AGM in June 2026.
Engaging with our stakeholders continued
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The North American Income Trust plc Annual Report 2026
Governance
In this section
32 Board of directors
34 Corporate governance report
39 Audit Committee report
44 Management Engagement
Committee report
45 Nominations Committee report
48 Directors’ remuneration report
51 Directors’ report
53 Statement of directors’
responsibilities
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The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Board of directors
Charles
Park
Position: Chairman
Date of appointment: 13 June 2017
(appointed Chairman 21 June 2024)
Skills and experience
Over 30 years of investment
management experience. He was
co-founder of Findlay Park Investment
Management, a US boutique asset
management house established in 1997,
and deputy chief investment officer with
joint responsibility for managing a US
equities fund until his retirement from
the firm in 2016. Prior to co-founding
Findlay Park, Charles worked as an
investment manager at Hill Samuel
Asset Management and an analyst at
Framlington Investment Management.
External appointments
Charles is a non-executive director
of Polar Capital Technology Trust plc.
He also holds a number of positions as
a director or trustee of various private
companies and charities.
From the conclusion of the AGM in
June 2026, Charles Park will step down
as Chairman.
Karyn
Lamont
Position: Chair of the Audit
Committee
Date of appointment:
18 September 2018
Skills and experience
A chartered accountant and former
audit partner at PricewaterhouseCoopers
until December 2016. She has over
25 years’ experience and provided audit
and other services to a range of clients,
including a number of investment trusts,
across the UK’s financial services sector,
including outsourcing providers.
External appointments
Karyn is a non-executive director and the
audit chair of Scottish Building Society,
iomart Group plc and The Scottish
American Investment Company plc and
a trustee of the Golden Charter Trust.
Patrick
Edwardson
Position: Senior
Independent Director
Date of appointment:
1 July 2022
Skills and experience
An investment and financial services
professional with over 30 years of
experience. He joined Baillie Gifford in
1993 and became a partner in 2005.
In a wide-ranging investment career,
he managed bond, equity and
multi-asset portfolios and led Baillie
Gifford’s multi-asset team until
his retirement in 2020.
External appointments
Patrick is a non-executive director on
the board of Edinburgh Investment Trust
plc. He also holds a number of positions
as a director or trustee of various
private companies and charities.
From the conclusion of the AGM in
June 2026, Patrick Edwardson will
become Chairman.
Directors
The directors appointed to the board at the date of this report are:
All the directors are non-executive and considered independent of Janus Henderson
All directors are members of the Audit (except the Chairman, who attends meetings by invitation), Management Engagement and Nominations Committees
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The North American Income Trust plc Annual Report 2026
Board of directors continued
Chair of committee
Audit Committee
Nominations Committee
Management Engagement
Committee
p.34 Corporate Governance
Susannah
Nicklin
Position: Independent
Non-Executive Director
Date of appointment:
18 September 2018
Skills and experience
An investment and financial services
professional with over 25 years of public
market experience in executive roles at
Goldman Sachs and Alliance Bernstein
in the US, Australia and the UK. An
experienced chair and board director,
she has also worked in the private
equity and venture capital sectors
as former Senior Independent Director
at Pantheon International plc and
Baronsmead Venture Trust plc. She
is a CFA® charterholder.
External appointments
Susannah is independent chair of
Schroder BSC Social Impact Trust plc
and Ecofin Global Utilities and
Infrastructure Trust plc.
Bulbul
Barrett
Position: Independent
Non-Executive Director
Date of appointment:
1 May 2025
Skills and experience
Formerly chief executive officer of DBS
Vickers Securities, the wholly owned UK
subsidiary of DBS Bank in Singapore, a
leading Asian bank, named the World’s
Best Bank and Best Digital Bank for five
consecutive years. She has many years
of board-level commercial experience in
the banking, broking and digital sectors.
External appointments
Bulbul is a non-executive of the Global
Smaller Companies Trust, non-executive
director of JPMorgan Asia Growth &
Income plc., and has a number of
private appointments.
John
Adebiyi
Position: Independent
Non-Executive Director
Date of appointment:
1 October 2025
Skills and experience
Previously a partner at the New York-
headquartered law firm Skadden, Arps,
Slate, Meagher & Flom LLP where he
worked in international corporate
finance, led the Hong Kong office for two
years and founded and led Skadden’s
UK National Security and Investment
practice. He was responsible for the
successful execution of numerous high
profile and complex cross-border and
domestic transactions in a wide range
of industries and geographies. He earlier
worked at Credit Suisse Financial
Products and qualified as a solicitor
with Freshfields.
External appointments
John is Chair of Impact X Capital
Partners, a venture capital firm, and a
non-executive director of Control Risks
International Limited, a global specialist
risk consultancy.
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The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Corporate governance report
Corporate governance structure
The Board is accountable to shareholders for the governance of the Company and is pleased to report to shareholders
on the Company’s governance arrangements and how the Company has applied the principles of The AIC Corporate
Governance Code.
Board of directors
Comprises independent non-executive directors
Chairman: Charles Park
Senior Independent Director: Patrick Edwardson
Third‑party service providers appointed by the Board
Janus Henderson Investors
Fund Management: North American Equities team with Jeremiah Buckley
and Fran Radano as the Company’s appointed Fund Managers
Sales, Marketing, Administration
Corporate Secretary: Janus Henderson Secretarial Services UK Limited
Alternative Investment Fund Manager: Janus Henderson Fund Management UK Limited
BNP
Paribas SA, London Branch
Depositary and custodian
Computershare Investor
Services PLC
Registrar
Winterflood
Securities Limited
Broker
Nominations
Committee
Chairman: Charles Park
Purpose: Ensures the Board has
a balance of skills, experience
and diversity, oversees
effectiveness reviews of the
Board and its committees,
reviews directors’ fees and
maintains an effective
framework for succession
planning, with a formal approach
to the appointment of directors
Management
Engagement Committee
Chairman: Charles Park
Purpose: Ensures that the
performance of the Manager
and other service providers
meets expectations and their
terms of engagement remain
appropriate
Audit
Committee
Chair: Karyn Lamont
Purpose: Ensures the integrity
of financial reporting, evaluates
the effectiveness of systems
of internal control and risk
management, and oversees
the relationship with external
auditors
PricewaterhouseCoopers LLP has been appointed as the Company’s statutory auditors.
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The North American Income Trust plc Annual Report 2026
Corporate governance report continued
Corporate governance codes
As a company listed on the London Stock Exchange,
the Board is required to report on how the principles
of the UK Corporate Governance Code 2024 (“UK Code”)
have been applied.
As an investment company, certain provisions of the UK
Code are not directly relevant because the Company has
no executive directors or internal operations and its
day-to-day activities are delegated to third-party service
providers. The Board has therefore reported against the
Corporate Governance Code (“AIC Code”), published by
the Association of Investment Companies in August 2024.
The AIC Code reflects the principles and provisions of the
UK Code, while also addressing matters of particular
relevance to investment companies.
The Financial Reporting Council has endorsed the AIC
Code and confirmed that, by reporting against it, boards
of investment companies can meet their obligations in
relation to the UK Code and UK Listing Rule 6.6.6. The
Board considers that reporting against the AIC Code
provides shareholders with more relevant information
about the Company’s governance arrangements.
The AIC Code and the UK Code can be found on the
respective organisations’ websites: www.theaic.co.uk
and www.frc.org.uk. The AIC Code explains how the
principles and provisions of the UK Code are adapted for
investment companies.
Statement of compliance
The Board confirms that the Company has applied the
principles and adhered to the provisions of the AIC Code
throughout the year under review and to the date of this
report, except as set out below.
The Company has no chief executive or other
executive directors and therefore does not consider
executive remuneration.
As a fully managed investment company, the Company
has no internal operations so does not maintain an
internal audit function, although the Audit Committee
regularly considers the need for it (see page 43).
A separate remuneration committee has not been
established because the Company has no employees and
the Board comprises solely non-executive directors. The
Board is responsible for reviewing director remuneration.
The Company did not appoint an external search
consultancy when considering the appointment of the
new Chairman. All of the ongoing Directors were originally
recruited using external headhunters and each of those
appointments had considered whether those candidates
might be potential successors as a Chair and/or
committee chair. More information regarding the process
for the Chairman succession can be found in the
Nominations Committee report on pages 45 and 46.
Leadership and division of responsibilities
The Board has overall responsibility for the Company’s affairs and for promoting its long-term success. It is collectively
responsible for setting the Company’s investment objective and policy, appointing and overseeing the Company’s
third-party service providers, establishing and maintaining a sound framework of risk management and internal
control, and monitoring the performance of service providers within that framework. The Board also sets the tone for the
Company’s governance and oversees how the Company meets its responsibilities to shareholders and other
stakeholders. Information on the Company’s purpose and values is set out on pages 1, 20 and 21, and further details of
the Board’s engagement with stakeholders are provided on pages 28 to 30.
Role Primary responsibilities
Shareholders
• Approving material changes to the Company’s investment policy
• Making decisions regarding changes to the Company’s constitution
• Electing and re-electing directors to the Board, or removing them from office
if deemed appropriate
• Approving the directors’ remuneration policy
• Approving significant transactions or changes to the Company, where shareholder
approval is required
• Communicating directly with the Board, or through the Manager, on issues which
affect shareholders and where they want to share their views or concerns
Board
• Responsible for providing leadership of the Company’s affairs
• Setting the Company’s investment objective, policy and strategy
• Establishing a robust internal control framework enabling effective risk management
• Appointing and monitoring the performance of service providers within the parameters
of the control framework
• Setting the Company’s culture and values
• Providing constructive challenge to how the Company and its agents operate
• Ensuring that obligations to shareholders and other stakeholders are understood and met
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Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Role Primary responsibilities
Chair
• Leading and managing Board business and ensuring the timely flow of information
from service providers to the Board
• Providing effective leadership of the Board, including setting its agenda and
determining its governance framework, culture and values, with the support of other
directors, particularly the Senior Independent Director and the Corporate Secretary
• Leading the Board’s relationship and engagement with shareholders and other
stakeholders
• Managing the relationship with the Manager and other service providers
• As Chairman, Charles Park was independent on appointment in accordance with the
AIC Code criteria and has no relationships that may create a conflict between his
interests and those of shareholders
Senior Independent
Director
• Fulfilling the role of sounding board and support for the Chair and intermediary for the
other directors as necessary
• Leading the effectiveness review of the Chair
• Acting as a channel of communication for shareholders if contact through the Chair
is deemed inappropriate
Committee Chairs
• The leadership and governance of each committee
• Maintaining relationships with specialist service providers delivering services within the
remit of each committee
• Reporting on the activities of each committee to the Board
• Leading the work of each committee within terms of reference approved by the Board
Independent non-
executive directors
• Providing constructive and effective challenge, especially to the decisions of the Manager
• Scrutinising and holding to account the performance of:
– the Fund Managers in meeting the investment objective and policy
– Janus Henderson in the promotion and day-to-day operations of the Company
• Providing strategic guidance and offering specialist advice based on their career
experiences
Company Secretary
• Responsible to the Board for compliance with Board and committee procedures, rules
and regulations
• Minuting board and committee meetings, with any director’s concerns recorded in the
minutes
• Board has the power to appoint or remove the secretary in accordance with the terms
of the management agreement
Manager (AIFM)
• Promoting the Company’s investment proposition to professional and retail investors
• Making the necessary reporting to the FCA regarding the Company’s status as an AIF
• Providing accounting and administrative services to the Company ensuring
compliance with the applicable statutory, regulatory and governance provisions
• Coordinating the delivery of services provided by the Company’s other third-party
service providers
Fund Managers
• Selecting the stocks held within the portfolio, and changes thereto
• Diversification and risk management through stock selection, size of investment
and regional or industry concentrations
• Determining the volume and timing of acquisitions and disposals
• Determining the level and use of gearing, and managing cash, within the limits set by
the Board
Corporate governance report continued
36
The North American Income Trust plc Annual Report 2026
Operation of the Board
The Board meets formally at least four times a year, with
additional board or committee meetings arranged when
required. The directors have regular interaction with the
Fund Managers, representatives of the corporate secretary
and other employees of the Manager between formal
meetings. The Board has a formal schedule of matters
specifically reserved for its decision, which includes setting
strategy and providing oversight of performance against
agreed measures. All matters not delegated to the
Manager under the management agreement are
reserved to the Board. The Board approves any changes
to the structure and capital arrangements for the
Company, including any corporate events, has oversight
of financial reporting and assesses the effectiveness of
the internal control framework. The Board approves annual
and half-year results, communications with shareholders,
the appointment of new directors, oversees corporate
governance matters and is responsible for approving the
remuneration of directors.
The Board keeps its schedule of matters reserved and terms
of reference for each committee under regular review.
These are available at www.northamericanincome.com.
Reports on the activities of the Board and its committees
during the year are set out on pages 34 to 47.
Each board meeting follows a formal agenda,
which includes a review of the Company’s investment
performance, financial position, compliance with the
investment parameters, a review of shareholder
movements along with any sales and marketing activities
undertaken and any other relevant business matters to
ensure that control is maintained over the Company’s
affairs. Employees of the Manager attend relevant
sections of board meetings enabling the directors to
discuss the affairs of the Company and to probe further
on any matters of concern. The Board receives and
considers regular reports from the Manager and ad hoc
reports and information from other parties as required.
The Board has engaged third-party service providers to
deliver the operations of the Company. Janus Henderson
has been appointed to manage the investment portfolio,
and provides the day-to-day accounting, company
secretarial, administrative, sales and marketing activities.
The Company has appointed a depositary, BNP Paribas
SA, London Branch, which in turn appoints the custodian
for the safe custody of the Company’s assets. The
Company has appointed a registrar, Computershare
Investor Services PLC, to maintain the register of members
and assist shareholders with queries about their holdings.
Each of these principal contracts was entered into
following careful consideration by the Board of the quality
and cost of the services offered, including the control
systems in operation in so far as they relate to the
Company. The Board and its committees maintain
oversight of the third-party service providers through
regular and ad hoc reporting. The Board meets
periodically with representatives of service providers to
discuss amongst other matters performance, service
levels, their value for money, information security and
business resilience. The Manager ensures that all directors
receive, in a timely manner, relevant management,
regulatory and financial information, to allow them to
discharge their responsibilities and enable smooth
functioning of the Board and its committees.
The Board has direct access to the advice and services
of the nominated chartered secretary acting on behalf of
the Corporate Secretary, Janus Henderson Secretarial
Services UK Limited, a subsidiary of Janus Henderson.
There are processes and controls in place to ensure
that there is a clear distinction between the two entities,
particularly when dealing with any conflicts or issues
between the Company and Janus Henderson. The
Corporate Secretary is responsible to the Board for
ensuring compliance with Board and committee
procedures and applicable rules and regulations.
The proceedings at all board and committee meetings
are minuted, with any director’s concerns recorded in the
minutes. The Board has the power to appoint or remove
the Secretary in accordance with the terms of the
management agreement.
Any correspondence from shareholders addressed
to the Chairman or to the Company received by Janus
Henderson is forwarded to the Chairman in line with the
established procedures in place and is submitted to the
next board meeting or earlier, as appropriate. The Board,
the Fund Managers and the Corporate Secretary operate
in a supportive, cooperative and open environment.
Arrangements with directors
Appointment, tenure and retirement
The Board may appoint directors at any time. Any director
so appointed stands for election by shareholders at the
next annual general meeting in accordance with the
provisions of the Company’s articles of association
(the “Articles”).
The Board considers a candidate director’s other
commitments before appointment and keeps these
under review through the annual performance review
process to ensure that directors have sufficient time to
commit to the Company. A schedule of directors’ other
commitments is reviewed at each board meeting and
directors are required to seek the Chairman’s approval
prior to accepting further appointments. The Chairman
seeks the Senior Independent Director’s approval before
accepting further appointments.
The directors, including the Chairman of the Board, are
generally expected to serve for no more than nine years,
other than in exceptional circumstances, subject to a
satisfactory Board effectiveness review. This ensures the
regular refreshment of the Board and its committees and
forms an integral part of the Board’s succession planning.
All directors stand for re-election by shareholders annually
in accordance with the provisions of the AIC Code.
The Articles permit shareholders to remove a director
before the end of their term by passing an ordinary
resolution at a general meeting. An appointment may
be terminated by either party giving written notice without
compensation payable.
Corporate governance report continued
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The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Independence
The Board reviews the independence of each director
annually by reference to the AIC Code. Each director’s
external commitments are considered, as well as
tenure of service and any connections to the Manager.
The Board ensures that no directors are linked via any other
directorships. Following completion of the annual Board
effectiveness review and assessment, the Board has
concluded that all directors continue to be independent
in character and judgement.
Induction and ongoing training
Newly appointed directors are offered an induction
programme tailored to their role which covers the legal
and regulatory framework for investment companies
and the operations of the Manager, including the portfolio
management, compliance and risk management
frameworks, accounting, sales and marketing, and
other administrative services.
Directors are provided with the Company’s policies,
regulatory and statutory requirements affecting the
Company, as well as changes to the directors’
responsibilities as they arise. Directors are encouraged
to attend bespoke training provided by the Manager,
as well as external training and industry seminars,
including those organised by the AIC.
Relevant external training may be undertaken at the
expense of the Company.
The Chairman attends meetings of all the chairs of the
investment trust companies managed by Janus Henderson
which provide a forum to discuss industry matters.
The Company has a procedure for directors to take
independent professional advice in the furtherance of
their duties at the expense of the Company, if required.
Directors’ insurance and indemnification
Directors’ and officers’ liability insurance is maintained
to provide cover against certain liabilities arising in
connection with the performance of directors’ duties.
The Articles also permit indemnities in respect of the
costs of defending proceedings in which a director is
acquitted or judgment is given in their favour. The
Company has granted indemnities to each director to
the extent permitted by law, and these remained in
force throughout the financial year.
Directors’ conflicts of interest
The Articles permit the Board to authorise situations
in which a director has, or may have, an interest that
conflicts with the interests of the Company (“situational
conflicts”). Any such conflict must be declared to, and
considered by, the non-conflicted directors, who must
act honestly and in good faith in deciding whether
authorisation is appropriate. The Board may impose
conditions or limits when granting an authorisation.
Conflicts are recorded in the minutes and reviewed
at each board meeting.
Attendance at meetings
The table below sets out the number of scheduled board
and committee meetings held during the year under
review and attended by each director. Each director
attended every board and committee meeting to which
they were entitled to attend throughout the year.
Board
Audit
Committee
Management
Engagement
Committee
Nominations
Committee
Charles Park
1
4 3 1 1
Patrick
Edwardson 4 3 1 1
Karyn Lamont 4 3 1 1
Susannah
Nicklin 4 3 1 1
Bulbul Barrett
2
3 2 1 1
John Adebiyi
3
1 1 1 1
1 Charles Park attended each of the meetings of the Audit Committee
during the year by invitation
2 Appointed to the Board on 1 May 2025
3 Appointed to the Board on 1 October 2025
All directors (with the exception of John Adebiyi who was
appointed to the Board on 1 October 2025) attended the
Annual General Meeting in June 2025. Outside the formal
meetings identified above, the Board or its committees
had regular interaction over the year on various
corporate activities. The Board and its committees held
additional ad hoc meetings to approve the Company’s
results and dividends.
Audit, risk and internal control
The Board has overall responsibility for the Company’s
system of internal control and for reviewing its effectiveness,
as set out in the chart on page 42. The Board has reviewed
the effectiveness of the Company’s system of internal
controls for the year ended 31 January 2026, and identified
no significant failings or weaknesses, nor was it advised of
any. The Audit Committee supports the Board in the
continuous monitoring of the internal controls and risk
management framework. Its considerations in this
respect, including why the Company does not have
its own internal audit function, are set out on page 43.
The depositary has confirmed that in all material respects,
the Company has been managed in accordance with
the FCA’s Investment Funds Sourcebook, the Company’s
articles of association and as required by the Alternative
Investment Fund Managers Directive.
Corporate governance report continued
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The North American Income Trust plc Annual Report 2026
Audit Committee report
The Chair of the Audit Committee
(the “Committee”), Karyn Lamont,
reports to shareholders on the year
to 31 January 2026.
Membership
The members of the Committee are Karyn Lamont,
Patrick Edwardson, Susannah Nicklin, Bulbul Barrett
and John Adebiyi. Charles Park as Chairman of the
Board attends the Committee’s meetings by
invitation only, in accordance with the AIC Code.
The Committee is chaired by Karyn Lamont, who
is a chartered accountant by profession, as well
as an experienced audit committee chair.
The Committee as a whole has competence relevant
to the Company’s operating environment, including
the sector and market in which the Company
operates as an investment trust.
Meetings
The Committee met formally three times during the
year under review: ahead of publication of the annual
and half-year results and to focus on its broader risk
and internal control responsibilities. The Company’s
auditors are invited to attend meetings as
appropriate. Representatives of the Manager attend
at least on an annual basis, including the Financial
Reporting Senior Manager and representatives of the
Operational Risk and Internal Audit functions.
The Committee Chair also meets with the Company’s
auditors as part of the audit planning process and
during the audit, and to keep the audit firm up to
date with corporate developments, as well as being
informed of any accounting or reporting changes
envisaged.
Roles and responsibilities
The Committee is responsible for ensuring the
integrity of the Company’s financial reporting, the
appropriateness of service providers’ systems of
internal control and risk management, and the
effectiveness and objectivity of the external auditors.
The Committee oversees the relationship with the
external auditors, recommending the terms of their
appointment or their removal.
The Committee Chair formally reports to the Board
after each audit committee meeting and makes
recommendations for approval where relevant. The
Committee’s responsibilities are set out in formal
terms of reference, available on the Company’s
website at www.northamericanincome.com, which
are formally reviewed annually.
Committee effectiveness review
The activities of the Committee were considered as
part of the Board effectiveness review, with the conclusion
that the Committee continues to be effective in its
operation.
Activities during the year
In discharging its duties over the course of the year,
the Committee considered:
Annual and half‑year reports
• accounting policies and the quality and effectiveness
of the accounting records and management
information maintained on behalf of the Company;
• half-year and annual results and the Annual Report;
• appropriate level of dividends to be paid by the
Company, including sufficiency of revenue reserves,
for recommendation to the Board;
• appropriateness of the allocation of the management
fee and finance costs between revenue and capital; and
• the independence and effectiveness of the statutory
auditors in conducting the year-end audit.
Internal controls and risk management
• internal controls and the resilience of operations at
JHI, BNP Paribas, BNP Paribas SA, London Branch, and
Computershare Investor Services PLC;
• JHI’s policies and activities regarding information
security and business resilience and meetings with
representatives of JHI’s Internal Audit and Operational
Risk functions;
• the Board’s risk assessment, risk management systems
and the Company’s strategic risk register as modified
to reflect changes to the risk environment and any
emerging risks;
• the Company’s Anti-Bribery Policy, approach to tax
evasion, and confirmations from service providers that
they have appropriate procedures in these respects;
• any need for an internal audit function;
• the Manager’s and other key service providers’
whistleblowing policies for staff to raise concerns
about possible improprieties, in confidence; and
• the depositary’s confirmation that the Company has
been managed in accordance with the Investment Funds
Sourcebook, the Company’s Articles and the AIFMD.
Taxation and management fees
• monitoring compliance with s1158 Corporation Tax Act
2010; and
• management fee calculations.
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Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Audit Committee report continued
AIC Code Provision 34
The Committee is taking the appropriate steps to ensure
compliance with the new AIC Code Provision 34 and will
report on this in the 2027 Annual Report.
Audit appointment and tender
Regulations require the Company to rotate audit firms
after a period of ten years, which may be extended where
audit tenders are carried out or where more than one audit
firm is appointed to carry out the audit. The Committee last
carried out a formal audit tender process in 2019 and
appointed PricewaterhouseCoopers LLP (“PwC”) as
external auditors.
Audit partners are required to rotate every five years.
Following the most recent partner rotation, the year
under review was the first year for which Lauren Cooper
served as audit partner.
Auditors’ independence
The Committee monitors the auditors’ independence
through three aspects of its work:
• approval of a policy regulating the non-audit services
that may be provided by the auditors to the Company;
• assessing the appropriateness of the fees paid to the
auditors for their work; and
• reviewing the information and assurances provided
by the auditors on their compliance with the relevant
ethical standards.
For the year ended 31 January 2026, PwC confirmed that
all its partners and staff involved with the audit were
independent of any links to the Company, and that these
individuals complied with their ethics and independence
policies and procedures, which are fully consistent with
the FRC’s ethical standards. Having considered these
assurances and PwC’s performance and behaviour
during the audit process, the Committee is satisfied that
auditors’ independence and objectivity are safeguarded.
Audit fees
The fees payable to PwC for audit services in respect of
the year ended 31 January 2026, excluding VAT, were
£58,905 (2025: £57,750). In the prior year, an additional
one-off fee of £6,500 was paid for work relating to the
review and audit of the impact of the change of
investment manager on the 2025 Annual Report.
Policy on non‑audit services
The Committee regularly reviews its policy for the
provision of non-audit services by the auditors. The policy
sets out that the Company’s auditors will only be
considered for non-audit work where permitted by current
regulations and where it would not affect the auditors’
independence and objectivity.
The provision of any non-audit services by the auditors
is not permitted to exceed 70% of the average annual
statutory audit fee for the three consecutive financial
years preceding the financial year to which the cap
applies. Such services require approval in advance by
the Committee, or Committee Chair, following due
consideration of the proposed services. No non-audit
services were provided in the year under review or in
the previous year.
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The North American Income Trust plc Annual Report 2026
Audit for the year ended 31 January 2026
In respect of the Annual Report for the year ended 31 January 2026, the following significant issues were considered by
the Committee:
Significant issue How the issue was addressed
Valuation and ownership of the
Company’s investments
There is a risk that assets are incorrectly valued or ownership of assets is
not secured. Actively traded investments are valued using stock exchange prices
provided by third-party pricing providers and the portfolio valuation is presented
at each meeting of the Board. Ownership of listed investments is verified by
BNP Paribas SA, London Branch via reconciliation to the custodian’s records
and the Board receives quarterly reports from the depositary.
Recognition of income
Income received is accounted for in line with the Company’s accounting
policies (as set out on page 65). The Board regularly reviews the Company’s
income position, including income received, revenue forecasts, dividend
comparisons, and option income.
Compliance with s1158
Corporation Tax Act 2010
The Committee reviews the Manager’s procedures for ensuring compliance
with relevant regulations so the Company maintains its investment trust status,
and regularly seeks confirmation of compliance with the relevant regulations.
Maintaining internal controls
The Committee carried out its annual review of the effectiveness of the
Company’s internal control and risk management framework, taking into
account the reporting received from its service providers during the year.
One assurance report relating to a key service provider included a qualified
opinion. The Committee considered the controls concerned, whether the
matter had affected the Company directly and the remedial actions being
taken. On that basis, the Committee concluded that the Company’s internal
controls had operated as intended and that the qualification had no direct
impact on the Company.
Viability and going concern
The Committee reviewed assumptions around the viability and going
concern statements respectively, as set out on page 27, to satisfy itself
of the Company’s resilience over the three-year timeframe.
In the year under review, PwC challenged both the
Manager’s and the Board’s judgements and exercised
professional scepticism in its enquiries. The audit
team required detailed evidence of all metrics, numbers
and disclosures made in the Financial Statements to
support a robust assessment and evaluation of its
financial information.
As an investment trust investing in listed equities,
management has limited areas of judgement. Areas
where the Committee challenged the Manager included
review of the revenue forecast to support the dividend
payment policy, and the assumptions included in making
the viability statement. The Committee did not consider
it necessary to request the auditors to look at any
specific areas in relation to the audit for the year ended
31 January 2026.
The Committee is satisfied that the Annual Report
for the year ended 31 January 2026, taken as a whole,
is fair, balanced and understandable and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy.
Effectiveness of the external audit
The Committee’s process for evaluating the effectiveness
of the external audit comprises two components: scrutiny
of the FRC’s latest Audit Quality Inspection Report and a
post-audit assessment led by the Committee Chair.
The auditors attended three meetings of the Committee
in the year to present their audit plan and present the
findings from their annual audit. The Committee Chair
also had the opportunity to meet with the audit partner
to review the audit results prior to these being presented to
the Committee. The auditors presented and discussed the
findings of the latest Audit Quality Inspection Report
to the Committee and reported on the progress made
by the firm in addressing the areas identified for
improvement in the prior year’s report.
The Committee Chair invited views from the directors, Fund
Managers and other members of the Manager’s staff to
support the Committee’s assessment of the robustness of
the audit, level of challenge offered by the audit team,
quality of the audit team, timeliness of delivering the tasks
required for the audit and reporting to the Committee. The
Committee Chair also met privately with the audit partner
to discuss how the audit operated from her perspective.
Overall, the Committee considers that the audit quality for
the year ended 31 January 2026 has been high and that the
Manager and PwC have worked together effectively. The
Committee remained satisfied with the effectiveness of the
audit provided by PwC.
Audit Committee report continued
41
The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Internal controls and risk management
The Board has overall responsibility for the Company’s system of internal control and for reviewing its effectiveness.
The Committee supports the Board in the continuous monitoring of the internal control and risk management framework.
How the system of internal controls operates
The Company’s operations are delegated to third-party service providers under formal contractual
arrangements. The Board retains oversight through regular reporting on their activities and control environments.
The Management Engagement Committee formally reviews the performance of service providers each year,
while the Audit Committee reviews the effectiveness of the external audit and the control environments of the
Manager and BNP Paribas. The principal elements of the control framework are summarised below.
System of internal controls
Audit Committee report continued
Board of directors
Comprises independent non-executive directors
PricewaterhouseCoopers LLP
Independent Auditors
Janus
Henderson
Investment
management,
company
secretarial, sales,
marketing, PR and
administration
Reporting
Investment
performance
update (at each
meeting)
Compliance with
investment limits
and restrictions (on
a monthly basis and
reported to the
Board at the
quarterly meetings)
Internal controls
report (quarterly)
Effectiveness of
control environment
(annually)
BNP Paribas SA,
London Branch
Depositary and
custodian
Reporting
Depositary report
(quarterly)
Presentation from
the depositary and
custodian (annually)
Effectiveness of
control environment
(annually)
BNP Paribas
Administration and
accounting services
engaged by the
Manager
Reporting
Balance sheet
Revenue forecasts
Portfolio valuation
Portfolio transactions
Effectiveness of
control environment
(annually)
Principal third-party
service providers
• receive regular reporting
at meetings;
• review the annual
assurance report
produced by each
organisation;
• receive additional
reporting on the control
environment from the
Manager’s risk team;
• receive reporting from
the Manager’s internal
audit team on areas
relevant to investment
trusts; and
• formally evaluate
performance on
an annual basis.
Secondary third-party
service providers
• receive regular reporting on
their activities at meetings; and
• formally evaluate performance
on an annual basis.
Registrars
Computershare Investor
Services PLC
Broker
Winterflood Securities Limited
42
The North American Income Trust plc Annual Report 2026
Audit Committee report continued
The Board has established an ongoing process for
identifying, evaluating and managing the principal and
new or emerging risks faced by the Company, as set out
on pages 24 to 26. That process operated throughout the
year and up to the date of this report. It is designed to
manage the risks inherent in the Company’s business
model and reliance on third-party service providers, and
to provide reasonable, rather than absolute, assurance
against material misstatement or loss.
The key elements of the framework are set out below:
• clearly defined investment criteria which specify levels of
authority and exposure limits. The Board reviews reports
on compliance with the criteria on a monthly basis;
• regular reporting which allows the Board to assess
the Company’s financial position. The management
accounts and forecasts are reviewed by the Board
at each meeting;
• contractual agreements with the Manager and other
service providers. The Management Engagement
Committee reviews performance levels and adherence
to relevant provisions of the agreements on a regular
basis through reports received and conducts a formal
evaluation of the overall level of service provided at least
annually;
• review of controls at the Manager and other third-party
service providers, complementing the review of their
performance and contracts by the Management
Engagement Committee, as set out on page 44. The
Board receives quarterly reporting from the Manager
and depositary and reviews annual assurance reports
on the effectiveness of the control environments at the
Company’s key service providers; and
• review of additional reporting provided by:
– the Manager’s Operational Risk function on the
control environment in operation at the Manager and
their view of the control environments in place at the
third-party service providers used by the Company;
and
– the Manager’s Internal Audit function on areas of
operation which are relevant to the Company.
The Committee has reviewed the Company’s system
of internal controls for the year ended 31 January 2026.
Following its review, it determined and reported to the
Board that it had not identified any failings or weaknesses
relating to the Company that were determined as
significant.
Internal audit function
The Company has no employees and all executive
functions are delegated to third-party service providers,
principally the Manager, Janus Henderson. The Board
therefore relies on the Company’s internal control
framework and on the reporting and assurances it
receives from the Manager and other key service
providers. These include independently audited reports
on the effectiveness of internal controls at the
Company’s service providers, together with reporting
from the Manager’s Operational Risk and Internal Audit
teams. The Manager’s Internal Audit function provides
regular reporting to the Board and presents to the
Committee at least annually.
Having reviewed these arrangements, the Board has
concluded that it is not necessary for the Company to
maintain its own internal audit function.
Karyn Lamont
Chair of the Audit Committee
23 April 2026
43
The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
MEC effectiveness review
The activities of the MEC were considered as part of
the Board effectiveness review, with the conclusion
that the MEC continues to be effective in its operation.
Activities during the year
In carrying out its responsibilities during the year, the MEC
considered the following matters:
• the Company’s investment performance over the
short, medium and longer term, including share price
and NAV total return, dividend growth and yield,
discount movement and performance relative to the
AIC peer group;
• the independence of the corporate secretary from the
Manager, including the processes in place to maintain
appropriate separation of functions within the
Manager;
• the quality of the other services provided by the
Manager, including shareholder relations, promotional
activities and fund accounting;
• the quality, experience and depth of the teams
supporting all aspects of the Company’s business,
including outsourced administration, reporting and
internal control arrangements;
• total fees and costs incurred by the Company in
comparison with the fee structures of its competitors
in the AIC peer group, and other JHI investment
companies;
• the principal terms of the management agreement and
the Manager’s performance against those terms; and
• the performance and fees of the Company’s other
third-party service providers, including the broker,
depositary, custodian, registrar, lawyers, and any
instructions for ad hoc work from external
professional agents.
Performance of the Manager and other
third‑party service providers
Each year, the MEC carries out an evaluation of
the Manager and the Company’s key third-party service
providers and their respective terms of engagement.
The MEC’s evaluation of the Manager included:
• evaluating the Company’s investment and share price
performance;
• consideration of the arrangements in place at the
Manager in terms of a short-term incapacity of the
Fund Managers and succession planning for their roles
over the longer term;
• consideration of the quality of the team involved in all
aspects of servicing the Company;
• a review of the stability of the management group and
its business priorities; and
• assessing the contractual arrangements and
remuneration structure in place and the
competitiveness of the management fee paid to the
Manager, and whether they remain appropriate and in
the interests of shareholders.
Continued appointment of the
Manager and other service providers
Following its annual review, the MEC concluded that the
Manager and the Company’s other key service providers
continued to provide services of a high standard on terms
that remain appropriate and competitive, and
recommended their continued appointment to the Board.
The Board approved that recommendation and
concluded that the continued appointment of the
Manager and the other key service providers on the
existing terms is in the interests of the Company and its
shareholders as a whole.
Charles Park
Chairman of the Management Engagement Committee
23 April 2026
Management Engagement Committee report
The Chairman of the Management
Engagement Committee (“MEC”),
Charles Park, reports to shareholders
on the year to 31 January 2026.
Membership
All directors are members of the MEC, which is chaired
by the Chairman of the Board.
Meetings
The MEC met formally once during the year.
Roles and responsibilities
The MEC reviews the performance of the Manager and
the Company’s other key service providers, together
with the terms on which their services are provided.
The MEC’s role is to ensure that the quality, scope
and cost of those services remain appropriate to the
successful delivery of the Company’s long-term
strategy and are in the interests of shareholders.
The MEC reports its conclusions and any
recommendations to the Board.
44
The North American Income Trust plc Annual Report 2026
NC effectiveness review
The activities of the NC were considered as part of the
Board effectiveness review, with the conclusion that the
NC continues to be effective in its operation.
Activities during the year
In discharging its duties over the course of the year, the
NC considered:
• the appointment of a new Chair in line with the Board’s
agreed nine year tenure policy;
• Board and committee composition, taking account of
the skills, experience and knowledge required to
support the Company’s long-term success and the
Board’s skills matrix;
• directors’ and the Chair’s tenure policy, giving
consideration as to whether the Board retained a sufficient
balance of tenure and rotation without losing the
collective experience of the Company and its activities;
• independence of the directors, taking account of
the directors’ other commitments, in line with the
guidelines established by the AIC Code;
• time commitment required of the directors, in the
context of their other business commitments and
appointments, and whether this had been sufficient
over the course of the year to meet the time
commitments required of the Company;
• reviewing the directors’ remuneration policy to
be included in the directors’ remuneration report;
• recruitment of a new director;
• succession planning for retirements from and
appointments to the Board;
• the criteria for future Board appointments and the
methods of recruitment, selection and appointment;
• review of the diversity and inclusion policy; and
• the effectiveness and contribution of the directors
standing for election and re-election at the
forthcoming AGM.
Board effectiveness review
The NC considered if an external Board review should be
conducted in 2026. The Directors unanimously agreed
that, due to the small size of the Board and as the Board
was cohesive, there was no benefit to conducting an
external evaluation in 2026. The NC will consider during
2026 if an external review should be conducted in 2027.
The evaluation of the Board and its Committees, and of the
individual Directors, was conducted by way of a
questionnaire on a variety of topics, and the outcomes
were presented to the Board. The evaluation addressed
board and committee meetings, board composition, board
dynamics and culture, individual contribution, priorities
for the future and relationship with key service providers.
The Chairman led the annual performance review.
The review concluded that all directors remain independent
in character and judgement and there is a good balance of
skills and experience on a Board that encourages diversity
of thought and competencies. There is an orderly
succession plan for appointments going forward to
maintain an appropriate balance of skills and experience.
The Senior Independent Director undertook the review of
the Chairman and discussed the leadership and
effectiveness of the Chairman with each director.
Succession planning and diversity policy
In considering succession and tenure, the Board seeks to
maintain an appropriate balance of skills, knowledge,
experience and diversity. Its aim is to ensure that the
Board remains effective, engaged and appropriately
composed to oversee the Company’s investment
objective, strategy and governance framework.
Individual performance and contribution remain an
integral part of this assessment.
The Board also reviews the directors seeking re-election.
Re-election is not automatic and follows a process
of evaluation of each director’s performance and
consideration of the director’s independence, as well
as the mix of skills and experience of the current Board
members. As part of this process, the Board considers
the time commitment of the directors, including
other business commitments and appointments.
Consideration is given to diversity of gender, social and
ethnic backgrounds, cognitive and personal strengths
and experience in the collective Board make-up and
in agreeing future appointments.
A detailed review of the Board’s composition and
strengths is undertaken each year. As a result of this and
following a rigorous selection process, it was agreed
that Patrick Edwardson, currently Senior Independent
Director, will succeed Charles Park as Chairman when he
retires following the AGM in June 2026 (having reached
his nine year anniversary during 2026).
Nominations Committee report
The Chairman of the Nominations
Committee (“NC”), Charles Park, reports
to shareholders on the year to
31 January 2026.
Membership
The NC is chaired by the Chairman of the Board,
except when the Chairman’s effectiveness,
successor or fees are being considered. All directors
are members of the NC.
Meetings
The NC met formally once during the year, with a
further two meetings to discuss director appointments
and chair succession.
Roles and responsibilities
The NC is responsible for reviewing Board succession
planning, diversity and tenure policy, overseeing
annual effectiveness reviews, reviewing Board
composition and making recommendations to the
Board on the appointment, election and re-election
of directors. In doing so, it takes account of the
balance of skills, knowledge, experience and diversity
required on the Board.
45
The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
The AIC Corporate Governance Code suggests that
companies should consider the use of external
headhunters in relation to both Chair and non-executive
director appointments. All of the ongoing Directors were
originally recruited using external headhunters and each
of those appointments had considered whether those
candidates might be potential successors as a Chair
and/or committee chair. Appointments to the Board
were subject to a formal, rigorous and transparent
procedure, and a succession plan is maintained.
The NC agreed on the outline of the desired criteria and
characteristics for the incoming Chair. The Directors
(excluding Mr Park) interviewed Mr Edwardson, assessing
his credentials against the agreed criteria and
characteristics for the incoming Chairman.
Following the interview, the Directors unanimously
concluded that Mr Edwardson was an excellent candidate
to become the next Chairman of the Board and did not
feel the need to run an external process with headhunters
to benchmark him against external candidates. Two
references were obtained, and informal discussions had
with Odgers (the recruitment consultant used by the
Company for other Board appointments) and the Broker to
seek views on Mr Edwardson’s credentials as a candidate.
The Company’s recent developments, notably the
review of management arrangements resulting in the
change in manager to JHI with effect from 1 August
2024, meant that a level of corporate history was
important in this appointment.
The NC agreed that Mr Edwardson was an excellent
candidate and matched up well with the desired criteria
and characteristics sought in an incoming Chairman. He
has extensive experience as an investor and broad
knowledge of the investment management sector.
During 2024, a thorough recruitment search using
Odgers, a consultant independent of the Company, for a
new director concluded. Bulbul Barrett was appointed to
the Board with effect from 1 May 2025. John Adebiyi was
also identified as an excellent candidate during the
process and the Board agreed that he should also join
the Board. Mr Adebiyi was appointed with effect from
1 October 2025.
External commitments
Each director’s external interests and appointments were
carefully considered in respect of the time available and
their commitment to the Company, and no concerns
were identified.
NC conclusions
The NC concluded that:
• the Board and its committees continue to operate
effectively;
• the Board’s size and composition remain appropriate
for the Company and the Board retains, and will retain,
a good balance of skills and business experience,
as set out on pages 32 and 33;
• each director provides a constructive contribution
to the affairs of the Company and brings different
qualities to the Board;
• no director is ‘overboarded’ under the FRC’s
guidelines or in any practical way, and each
director continues to dedicate the time required
to fulfil their duties to the Company effectively; and
• each director standing for election or re-election
at the forthcoming AGM should be recommended
to shareholders.
Board diversity
The UK Listing Rules of the FCA require companies to report
on whether they have met the following targets on board
diversity: that at least 40% of the individuals on the board
are women, at least one of the senior positions on the
board is held by a woman and at least one member of the
board is from a minority ethnic background. As at
31 January 2026, the Company had met these
requirements. Three of the six directors are women, one of
whom holds a senior position, being the Audit Committee
Chair. Two directors are from mixed / multiple ethnic
groups background.
The Board aims to comprise individuals with diverse and
complementary skills, experience and perspectives,
appropriate to the Company’s objectives. The directors
confirm that, in all the activities of the Board and its
committees, there will be no discrimination on the
grounds of gender, race, ethnicity, religion, sexual
orientation, age, physical ability or socioeconomic
background.
In accordance with UK Listing Rule 6 Annex 1R(1) and (2),
and using the AIC’s definitions, the Board provides the
following information about its diversity:
Gender identity and sex
at 31 January 2026
Number of
directors
Percentage
of the Board
Men 3 50%
Women 3 50%
Total 6 100%
Ethnic background
at 31 January 2026
Number of
directors
Percentage
of the Board
White British or other White
(including minority white groups) 4 67%
Mixed / Multiple Ethnic Groups 2 33%
Total 6 100%
The number of senior positions on the Board (CEO, CFO,
SID and Chair) is not applicable as the Company is
externally managed and does not have executive
management functions, specifically the roles of CEO and
CFO. The Board considers that chairing the Board, its
Nominations Committee report continued
46
The North American Income Trust plc Annual Report 2026
permanent committees and the role of senior
independent director are all senior positions in an
investment company context. Accordingly, the Chairman
of the Board and of the Management Engagement and
Nominations Committees and the Senior Independent
Director are men. The Audit Committee Chair is a woman.
These positions are currently held by individuals who
consider themselves ‘White British or Other White
(including minority white groups)’.
The information included in the above tables has been
obtained through questionnaires completed by the
individual directors.
Charles Park
Chairman of the Nominations Committee
23 April 2026
Nominations Committee report continued
47
The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
The Remuneration Policy (the “Policy”) sets out the
principles applied in the remuneration of the Company’s
directors. Shareholders last approved the Policy at the
June 2023 AGM and it will next be put to them at the AGM
in June 2026. The Board may amend the level of
remuneration paid to individual directors only within the
parameters of the Policy. In determining the Policy, the
Board takes account of factors which it deems necessary
including relevant legal and regulatory requirements, and
the provisions and recommendations of the AIC Code of
Corporate Governance.
The Board’s approach is that fees payable to the
directors should:
• reflect the time spent by them on the Company’s affairs;
• reflect the responsibilities borne by them as directors;
• be sufficient to promote the long-term success of the
Company and comparable to the remuneration paid
by other investment trusts of a similar size with a similar
capital structure and investment objective; and
• not exceed a current aggregate remuneration limit of
£250,000 per annum.
Annual report on implementation
As the Company has no employees and the Board
comprises entirely non-executive directors, the Board
has not established a separate remuneration committee.
Directors’ remuneration is determined by the entire
Board within the parameters of the Policy approved
by shareholders. The Board reviews directors’ fees and
makes recommendations as to the appropriate level
of fees.
During the year the directors reviewed the fees paid by
other investment companies in the AIC North America
sector (the Company’s peer group), and those paid by
other investment trusts managed by Janus Henderson.
The directors also took into consideration industry fee
reviews, compensation surveys and the time commitment
required of the roles which has grown substantially in
recent years, as a result of regulation, governance
practice and level of corporate activity.
Following careful consideration, the Board agreed an
increase in directors’ fees as set out in the table below.
Rate from
1 February
2026
Rate from
1 February
2025
%
increase
Chair of the Board £47,000 £45,000 4.44%
Chair of Audit Committee
(‘AC’) (separate role) £38,500 £36,000 6.94%
Senior Independent
Director (‘SID’)
(separate role) £35,000 £34,000 2.94%
Director £33,500 £32,000 4.69%
The Board believes that both the individual remuneration
and the aggregate fee levels take account of the needs
of an engaged non-executive board of experienced
practitioners in the sector with broad, relevant experience
for the Company. The fee payable to the Chair of the Audit
Committee has been increased at a higher rate to reflect
the increased workload associated with the role and to
address the fact that recent increases have lagged those
applied to the other Board roles.
There were no other changes to directors’ remuneration
during the year under review.
There will be no significant change in the way that the
Policy will be implemented in the course of the new
financial year.
Directors’ remuneration report
Remuneration Policy
Directors are remunerated in the form of fees which
are payable quarterly in arrears. No director is eligible
to receive bonuses, pension benefits, share options or
other benefits and no long-term incentive schemes
are in place. The directors may be reimbursed for
all reasonable and properly documented expenses
incurred in the performance of their duties and
may be eligible to receive additional remuneration,
in specific circumstances, for services which go
beyond the ordinary duties of a non-executive
director. The level of remuneration paid to each
director is reviewed annually, particularly in terms
of whether the Policy supports the Company’s
long-term sustainable success, though such review
will not necessarily result in a change to the rates.
The review incorporates analysis of up-to-date
information about remuneration in other companies
of comparable scale and complexity, in order to
avoid and manage conflicts of interest in determining
fee levels and reflects the actual responsibilities and
roles borne by directors.
Shareholders’ views
Any feedback from shareholders on the fees paid to
directors would be taken into account by the Board
when reviewing remuneration policy and levels.
Letters of appointment
All directors are appointed under a letter of
appointment, which is an engagement for services
and not a contract for employment. The appointment
may be terminated at any time by written notice,
with no compensation payable. The Company
has no executive directors or employees.
Recruitment principles
All directors, including any new appointments to
the Board, are paid at the same rate. The Chair of
the Board, Senior Independent Director and the Chair
of the Audit Committee are paid a higher fee in
recognition of their additional responsibilities. When
the roles of Senior Independent Director and Chair of
the Audit Committee are carried out by the same
individual, remuneration is paid accordingly to
reflect the duties of both roles.
The Chair of the Board, the Senior Independent Director
and Audit Committee Chair do not participate in
decisions to determine their own remuneration.
48
The North American Income Trust plc Annual Report 2026
Directors’ remuneration report continued
Directors’ interests in shares (audited)
The interests of the directors and persons closely
associated with them in the shares of the Company at
the beginning and end of the financial year are shown
in the table. Directors are not required to hold shares of
the Company by way of qualification.
Since the year end, John Adebiyi and Susannah Nicklin have
purchased an additional 117 and 3 shares in the Company,
respectively, through dividend reinvestment plans.
Ordinary shares of 5p each
31 January
2026
31 January
2025
Charles Park 540,500 517,500
Patrick Edwardson 480,000 480,000
Karyn Lamont 3,000 3,000
Susannah Nicklin 6,015 6,015
Bulbul Barrett – n/a
John Adebiyi 16,393 n/a
Performance of the Company
The graph below compares the share price total return of the Company’s shares over the ten-year period ended
31 January 2026 with the return from the Russell 1000 Value and S&P High Yield Dividend Aristocrats Indices on the
same basis in Sterling terms, assuming the investment of £100 on 31 January 2016 and reinvestment of all dividends
and income (excluding dealing expenses).
Total return performance for 10 years to 31 January 2026
%
Share Price Russell 1000 Value (in Sterling terms) S&P High Yield Dividend Aristocrats (in Sterling terms)
Jan
2021
Jan
2022
Jan
2023
Jan
2024
Jan
2017
Jan
2018
Jan
2019
Jan
2020
Jan
2016
Jan
2026
Jan
2025
350
300
200
100
50
150
250
0
Sources: Morningstar Direct and LSEG Datastream
Directors’ remuneration (audited)
The remuneration paid to the directors who served during the years ended 31 January 2026 and 31 January 2025 is
as follows:
Year ended
31 Jan 2026
Total fees
£
Year ended
31 Jan 2025
Total fees
£
Year ended
31 Jan 2026
Taxable
benefits
†
£
Year ended
31 Jan 2025
Taxable
benefits
†
£
Year ended
31 Jan 2026
Total fees
and benefits
£
Year ended
31 Jan 2025
Total fees
and benefits
£
Charles Park
1
44,992 37,262 498 403 45,490 37,665
Patrick Edwardson
2
33,994 31,187 1,449 1,430 35,443 32,617
Karyn Lamont
3
35,990 32,470 1,850 2,298 37,840 34,768
Susannah Nicklin 31,994 29,973 802 638 32,796 30,611
Bulbul Barrett
4
24,029 – – – 24,029 –
John Adebiyi
5
10,667 – 332 – 10,999 –
Dame Susan Rice
6
– 16,450 – 5,596 – 22,046
Total 181,666 147,342 4,931 10,365 186,597 157,707
Notes:
The table above omits other columns set out in the relevant regulations because no payments of other types such as performance related pay, vesting
performance related pay and pension-related benefits were made.
1 Chairman and highest paid director
2 SID
3 AC Chair
4 Appointed 1 May 2025
5 Appointed 1 October 2025
6 Retired from the Board on 21 June 2024
† Reimbursement of travel expenses to attend board business. The expenses are reimbursed through payroll and in certain circumstances are subject to
personal taxation and national insurance which are ‘grossed up’. No other remuneration or compensation was paid or payable by the Company during
the year to any of the current or former directors or third parties specified by any of them.
49
The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Annual change in directors’ remuneration
The table below sets out the annual percentage change
1
in fees over the previous five years for each director who has
served for at least two complete financial years.
Director
Year to
31 Jan 2026
%
Year to
31 Jan 2025
%
Year to
31 Jan 2024
%
Year to
31 Jan 2023
%
Year to
31 Jan 2022
%
Charles Park
1
20.7 30.7 9.6 8.3 6.7
Patrick Edwardson
2
9.0 9.4 n/a n/a n/a
Karyn Lamont 10.8 4.7 8.8 7.5 6.0
Susannah Nicklin 6.7 5.2 9.6 8.3 6.7
Bulbul Barrett
3
n/a n/a n/a n/a n/a
John Adebiyi
4
n/a n/a n/a n/a n/a
1 Appointed as Chairman on 21 June 2024
2 Appointed as a director on 1 July 2022 and appointed as Senior Independent Director on 21 June 2024. As he was not a Director for the full year ending
31 January 2023 the increase is n/a
3 Appointed as a director on 1 May 2025
4 Appointed as a director on 1 October 2025
Relative importance of spend on pay
In order to show the relative importance of expenditure on pay, the table below sets out the total level of remuneration
compared to the distributions to shareholders by way of dividends. A total of 8,627,316 shares were bought back during
the year. There were no other significant distributions, payments or other uses of the Company’s net return or cash flow
which the Board considers relevant to an understanding of the relative importance of spend on pay.
2026
£
2025
£
2021
£
1 Year
Change
£
1 Year
Change
%
5 Year
Change
£
5 Year
Change
%
Total remuneration paid
to directors
1, 2
181,666 147,342 123,500 34,324 23.3% 58,166 47.1%
Ordinary dividends paid
during the year
14,815,886 15,714,041 14,285,000 (898,155) (5.7%) 530,886 3.7%
1 Remuneration will fluctuate due to the number of directors in any one year
2 For the year ended 2026, director fees represented 1.2% of the total value of dividend payments made to shareholders (2025: 0.9%, 2021: 0.9%)
Statement of voting at annual general meeting
A binding ordinary resolution adopting the directors’ remuneration policy was approved at the AGM held in June 2023.
The votes cast by proxy ahead of the meeting were as follows:
% of votes cast
For 99.5
Against 0.5
155,013 votes were withheld.
A non-binding ordinary resolution adopting the directors’ remuneration report was approved at the AGM held in June
2025. The votes received were as follows:
% of votes cast
For 99.6
Against 0.4
103,838 votes were withheld.
On behalf of the Board
Charles Park
Chairman
23 April 2026
Directors’ remuneration report continued
50
The North American Income Trust plc Annual Report 2026
Directors’ report
Share capital
As at 31 January 2026, the Company’s paid-up share
capital comprised 126,923,569 ordinary shares of 5p each,
of which 12,189,198 shares were held in treasury. Holders of
the Company’s shares are entitled to one vote for every
share. Shares in treasury do not carry voting rights. The
number of voting rights in the Company was therefore
114,734,371 as at 31 January 2026. At the start of the year
under review, share capital comprised 126,923,569
ordinary shares with 3,561,882 shares held in treasury.
The directors seek annual authority from shareholders to
allot new shares, to disapply pre-emption rights of existing
shareholders and to buy back shares for cancellation or
to be held in treasury. At the AGM held on 3 June 2025,
shareholders authorised the directors to allot up to
12,130,983 ordinary shares (with a nominal value of
£606,549 and representing 10% of issued share capital)
for cash, and to repurchase up to 18,184,344 shares
(with a nominal value of £909,217 and representing 14.99%
of issued share capital) for cancellation or to be held in
treasury, where the Company’s shares trade at a discount
to NAV. The authority to allot and repurchase shares
expires at the earlier of 15 months from the date of the
passing of the resolution and the next AGM in June 2026.
No shares have been issued under this authority.
During the year to 31 January 2026, the Company
repurchased 8,627,316 shares with a nominal value of
£431,365 to hold in treasury at a total cost including
expenses of £29,447,000, constituting 6.8% of issued share
capital at the beginning of the year (excluding treasury
shares). As at 21 April 2026, being the latest practicable
date prior to publication of the Annual Report, a total of
6,599,320 shares have been bought back under the 2025
AGM authority, with a nominal value of £329,966.
Since the year end and as at 21 April 2026, 23,855
shares have been repurchased to be held in treasury,
with a nominal value of £1,193. A total of 12,213,053 shares
are held in treasury and total share capital remains at
126,923,569 ordinary shares.
There are no restrictions concerning the transfer of
securities in the Company, no special rights with regard
to control attached to securities, no restrictions on voting,
no agreements between holders of securities regarding
their transfer known to the Company and no agreement
to which the Company is party that affects its control
following a takeover bid. Where they exist, the revenue
profits of the Company (including accumulated revenue
reserves) are available for distribution by way of dividends
to the holders of the shares. Upon a winding up, after
meeting the liabilities of the Company, the surplus assets
would be distributed to the shareholders pro rata to their
holding of shares.
Holdings in the Company’s shares
Declarations of interests in the voting rights of the
Company as at 31 January 2026 in accordance with
the Disclosure Guidance and Transparency Rules were
as follows:
% of voting
rights
Rathbones Group 13.0
There have been no changes notified since the financial
year end.
Related‑party transactions
The Company’s transactions with related parties in the
year were with the directors and the Manager. There were
no material transactions between the Company and its
directors during the year other than amounts paid to
them in respect of remuneration and expenses, for which
there were no outstanding amounts payable at the year
end. Directors’ shareholdings in the Company are
disclosed on page 49.
In relation to services provided by Janus Henderson, there
were no material transactions affecting the financial
position of the Company during the year other than fees
payable in the ordinary course of business and the
facilitation of marketing activities with third parties.
Further details of transactions with the Manager, including
amounts outstanding at the year end, are set out in note
21 to the financial statements on page 78.
Other information and future
developments
Information is detailed in the Strategic Report regarding
the fourth interim dividend, future developments, financial
risks and instruments. The principal financial risks and the
Company’s policies and procedures for managing these
risks are set out in note 18 to the financial statements on
pages 73 to 76. The Company’s environmental statements
are set out in the Strategic report on pages 18 and 19.
The directors of the Company and their other
appointments are listed on pages 32 and 33. All directors
in office at the date of this Annual Report are standing
for election or re-election at the AGM on 17 June 2026, as
appropriate. John Adebiyi, who was appointed to the
Board on 1 October 2025, will stand for election at the AGM.
Information on directors’ insurance and indemnification
is given on page 38.
The directors present their report and the
audited financial statements of the
Company for the year ended 31 January
2026. The Company is a public limited
company registered and domiciled in
Scotland with company number SC005218.
It was active throughout the year. The
Snapshot of the Company’s Portfolio
on page 15, Corporate Governance
Report and each committee’s report on
pages 34 to 47, Statement of Directors’
Responsibilities on page 53, the
additional information on pages 80 to 84
and 92 and the explanation of AGM
resolutions on pages 88 and 89 form
part of the Directors’ Report.
51
The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Directors’ report continued
Directors’ beneficial interests and those of their connected
persons in the securities of the Company are on page 49.
Each director in office at the date of approval of this
report confirms that to the best of their knowledge and
belief, there is no information relevant to the preparation
of the Annual Report of which the Company’s auditors are
unaware and that they have taken all the steps a director
might reasonably be expected to have taken to be aware
of relevant audit information and to establish that the
Company’s auditors are aware of that information.
UK Listing Rule 6.6.4 requires the Company to include
certain information in a single identifiable section of the
Annual Report or a cross-reference table indicating where
the information is set out. There are no disclosures to be
made in this regard.
Annual general meeting (“AGM”)
Shareholders are invited to attend the AGM at 12.30 pm
on Wednesday, 17 June 2026 at 201 Bishopsgate,
London EC2M 3AE, or to join virtually via Zoom at
www.janushenderson.com/nait-agm. Shareholders
attending in person or virtually will be able to watch a
presentation from the Fund Managers and ask questions.
Voting at the AGM will be conducted on a poll among
those physically present. As live voting will not be available
via Zoom, shareholders who are unable to attend in
person are encouraged to appoint a proxy by 12.30 pm on
Monday, 15 June 2026. The results of the poll will be
published on the Company’s website later that day.
The Board encourages all shareholders, including
private investors, to vote. Investors holding shares
through retail platforms may find the guidance at
www.theaic.co.uk/how-to-vote-your-shares helpful.
Institutional investors may be able to appoint a proxy
electronically via www.proxymity.io.
The Notice of AGM, together with an explanation of each
resolution, is set out on pages 86 to 89. Shareholders may
also submit questions in advance of the AGM to the
corporate secretary at itsecretariat@janushenderson.com.
Reappointment of auditors
PricewaterhouseCoopers LLP has indicated willingness
to continue in office as auditors to the Company, and
resolutions 9 and 10 proposing their reappointment
and authorising the Audit Committee to determine
their remuneration for the ensuing year will be put to
shareholders at the AGM. Further information about
their reappointment can be found in the Audit Committee
Report on page 40.
Voting recommendation
The Board considers the resolutions to be in the best
interests of the Company and its shareholders as a whole
and recommends that shareholders vote in favour of
each of them, as the directors intend to do in respect of
their own beneficial holdings.
This Directors’ Report has been approved by the Board.
By order of the Board
Janus Henderson Secretarial Services UK Limited
Corporate Secretary
23 April 2026
52
The North American Income Trust plc Annual Report 2026
Statement of directors’ responsibilities
The directors are responsible for preparing
the Annual Report and the financial
statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. The directors have
prepared the financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards comprising FRS
102, “The Financial Reporting Standard applicable in the UK
and Republic of Ireland”, and applicable law). Under
company law the directors must not approve the financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and of
the profit or loss of the Company for that year.
In preparing these financial statements, the directors
are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether applicable UK accounting standards
have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
and Directors’ Remuneration Report comply with the
Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors consider that the Annual Report, taken as a
whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy.
The directors are responsible for the maintenance and
integrity of the company’s financial statements published
on the Manager’s website, but excluding any other
information included on the Manager’s website. Legislation
in the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ responsibility statement
Each director, as listed on pages 32 and 33, confirms that,
to the best of their knowledge:
• the financial statements, which have been prepared in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards comprising FRS 102 and applicable law)
give a true and fair view of the assets, liabilities,
financial position and return of the Company; and
• the Strategic Report includes a fair review of the
development and performance of the business
and the position of the Company, together with a
description of the principal risks and uncertainties
that it faces.
On behalf of the Board
Charles Park
Chairman of the Board
23 April 2026
53
The North American Income Trust plc Annual Report 2026
Strategic report
Financial
statements
Additional
information
AGM NoticeGovernance
Financial statements
In this section
55 Independent auditors’ report to the members
of The North American Income Trust plc
61 Statement of comprehensive income
62 Statement of changes in equity
63 Statement of financial position
64 Statement of cash flows
65 Notes to the financial statements
54
The North American Income Trust plc Annual Report 2026
Independent auditors’ report to the
members of The North American Income Trust plc
Report on the audit of the financial statements
Opinion
In our opinion, The North American Income Trust plc’s financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 January 2026 and of its result and cash flows
for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and
Republic of Ireland”, and applicable law); and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise:
• the Statement of Financial Position as at 31 January 2026;
• the Statement of Comprehensive Income for the year then ended;
• the Statement of Changes in Equity for the year then ended;
• the Statement of Cash Flows for the year then ended; and
• the notes to the financial statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
We have provided no non-audit services to the company in the period under audit.
Our audit approach
Context
The North American Income Trust plc is an Investment Trust company listed on the London Stock Exchange and invests
predominantly in US equities. The operations of the Company are located in the UK and US. We focus our audit work
primarily on the valuation and existence of investments and income from and gains/losses on investments.
Overview
Audit scope
• The Company is a standalone Investment Trust company and engages with Janus Henderson Fund Management UK
Limited as AIFM and Manager and BNP Paribas as the administrator of The North American Income Trust plc.
• We conducted our audit of the financial statements using information from the AIFM, the Custodian and the
administrator to whom the AIFM has engaged to provide certain administrative services.
• We tailored the scope of our audit taking into account the types of investments within the Company, the involvement
of the third parties referred to above, the accounting processes and controls, and the industry in which the Company
operates.
• We obtained an understanding of the control environment in place at both the AIFM and the administrator and
adopted a fully substantive testing approach using reports obtained from the AIFM and the administrator.
Key audit matters
• Income from and gains/losses on investments.
• Valuation and existence of investments.
Materiality
• Overall materiality: £4,583,000 (2025: £4,678,000) based on 1% of Net Assets.
• Performance materiality: £3,437,000 (2025: £3,508,000).
55
The North American Income Trust plc Annual Report 2026
Strategic report Governance
Additional
information
AGM Notice
Financial
statements
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the
audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Income from and gains/losses
on investments
Refer to Note 2 Accounting policies, Note
4 Income and Note 11 Investments at fair
value through profit or loss. We focused
on the accuracy, occurrence and
completeness of investment income as
incomplete or inaccurate income could
have a material impact on the
Company’s net asset value. We also
focused on the accounting policy for
income recognition and its presentation
in the Statement of Comprehensive
Income as set out in the requirements
of The Association of Investment
Companies Statement of
Recommended Practice (the ‘AIC SORP’)
as incorrect application could indicate
a misstatement in income recognition.
We assessed the accounting policy for income recognition for compliance with
accounting standards and the AIC SORP and performed testing to check that
income had been accounted for in accordance with the stated accounting
policy. We found that the accounting policies implemented were in accordance
with accounting standards and the AIC SORP, and that income has been
accounted for in accordance with the stated accounting policy. The gains/losses
on investments held at fair value comprise of realised and unrealised gains/
losses. For unrealised gains/losses, we tested the valuation of the portfolio at the
year-end, together with testing the opening to closing reconciliation of
investments. For realised gains/losses, we tested a sample of disposal proceeds
by agreeing the proceeds to bank statements and we re-performed the
calculation of a sample of realised gains/losses. In addition, we tested the
accuracy of dividend receipts by agreeing the dividend rates from investments
to independent market data. We tested occurrence by testing that all dividends
recorded in the year had been declared in the market. We also tested the
allocation and presentation of income between the revenue and capital return
columns of the Statement of Comprehensive Income in line with the
requirements set out in the AIC SORP by assessing the treatment applied in the
context of the underlying facts and circumstances of a sample of special
dividends, US REIT income and written options premiums. No material
misstatements were identified from this testing.
Valuation and existence
of investments
Refer to the Note 2, Accounting policies
and Note 11 Investments at fair value
through profit or loss. The investment
portfolio at 31 January 2026 comprised
listed investments of £485.9 million.
We focused on the valuation and
existence of investments because
investments represent the principal
element of the net asset value of the
Company as disclosed in the Statement
of Financial Position in the financial
statements.
We tested the valuation of all listed investments by agreeing the prices used in
the valuation to independent third-party sources. We tested the existence of all
investments by agreeing the holdings of all investments to an independent
confirmation from the Custodian, BNP Paribas as well as testing written options
to broker statements. No material misstatements were identified from this
testing.
Independent auditors’ report continued
56
The North American Income Trust plc Annual Report 2026
Independent auditors’ report continued
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the company, the accounting processes and
controls, and the industry in which it operates.
The Company is a standalone authorised, closed ended investment company that has outsourced the management
and safekeeping of its assets to the AIFM and BNP Paribas respectively. The Company’s accounting is delegated to the
AIFM who provide company secretarial and administrative services. We applied professional judgement to determine
the extent of testing required over each balance in the financial statements and obtained our audit evidence, which
was substantive in nature, from the AIFM and the administrator. As part of designing our audit, we determined
materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at
where subjective judgements are made, for example in respect of classification of special dividends and option
premium received.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate
risk on the company’s financial statements, and we remained alert when performing our audit procedures for any
indicators of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk
on the company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall company
materiality
£4,583,000 (2025: £4,678,000).
How we determined it
1% of Net Assets
Rationale for
benchmark applied
We believe that net assets is the primary measure used by the shareholders in assessing
the performance of the entity, and is a generally accepted auditing benchmark. This
benchmark provides an appropriate and consistent year on year basis for our audit.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75%
(2025: 75%) of overall materiality, amounting to £3,437,000 (2025: £3,508,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end
of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
£229,000 (2025: £233,000) as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis
of accounting included:
• evaluating the Directors’ updated risk assessment and considering whether it addressed relevant threats;
• reviewing the Directors’ assessment of the Company’s financial position in the context of its ability to meet future
expected operating expenses and debt repayments, their assessment of liquidity as well as their review of the
operational resilience of the Company and oversight of key third-party service providers; and
• assessing the implication of significant reductions in Net Asset Value (NAV) as a result of market performance on the
ongoing ability of the Company to operate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
57
The North American Income Trust plc Annual Report 2026
Strategic report Governance
Additional
information
AGM Notice
Financial
statements
Independent auditors’ report continued
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the
company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether
the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency
or material misstatement, we are required to perform procedures to conclude whether there is a material
misstatement of the financial statements or a material misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Directors’ report for the year ended 31 January 2026 is consistent with the financial statements and has been prepared
in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and
that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the
going concern basis of accounting in preparing them, and their identification of any material uncertainties to the
company’s ability to continue to do so over a period of at least twelve months from the date of approval of the
financial statements;
• The directors’ explanation as to their assessment of the company’s prospects, the period this assessment covers and
why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the company will be able to
continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the company was substantially less in
scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their
statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance
58
The North American Income Trust plc Annual Report 2026
Independent auditors’ report continued
Code; and considering whether the statement is consistent with the financial statements and our knowledge and
understanding of the company and its environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the corporate governance statement is materially consistent with the financial statements and our knowledge
obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the company’s position,
performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the
company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities, the directors are responsible for the preparation of
the financial statements in accordance with the applicable framework and for being satisfied that they give a true and
fair view. The directors are also responsible for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with
laws and regulations related to breaches of section 1158 of the Corporation Tax Act 2010, and we considered the extent
to which non-compliance might have a material effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated
management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk
of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to
manipulate revenue or to increase the net asset value of the Company. Audit procedures performed by the
engagement team included:
• discussions with the Directors, the AIFM and Company Secretary including consideration of known or suspected
instances of non-compliance with laws and regulations and fraud;
• reviewing relevant meeting minutes, including those of the Audit Committee and Board of Directors;
• assessment of the Company’s compliance with the requirements of section 1158 of the Corporation Tax Act 2010,
including recalculation of numerical aspects of the eligibility conditions;
• identifying and testing higher risk manual journal entries posted during the preparation of the financial statements
and incorporating an element of unpredictability around the nature, timing or extent of our testing; and
• assessing the judgements applied in respect of the treatment of special dividends, income from US REITs and option
premium received.
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Additional
information
AGM Notice
Financial
statements
Independent auditors’ report continued
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the
sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year ended 31 January 2021. Our uninterrupted engagement
covers six financial years.
Lauren Cooper
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
23 April 2026
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The North American Income Trust plc Annual Report 2026
Statement of comprehensive income
Notes
Year ended 31 January 2026 Year ended 31 January 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
11
Net gains on investments – 18,291 18,291 – 77,132 77,132
3
Net currency gains/(losses) – 3,003 3,003 – (868) (868)
4
Income 20,015 – 20,015 21,193 262 21,455
Gross revenue and capital gains 20,015 21,294 41,309 21,193 76,526 97,719
5
Investment management fee (719) (1,679) (2,398) (833) (1,943) (2,776)
7 Administrative expenses (839) – (839) (795) – (795)
Return before finance costs
and taxation 18,457 19,615 38,072 19,565 74,583 94,148
6
Finance costs (315) (736) (1,051) (343) (800) (1,143)
Return before taxation 18,142 18,879 37,021 19,222 73,783 93,005
8
Taxation (2,862) 604 (2,258) (2,907) 646 (2,261)
Return after taxation 15,280 19,483 34,763 16,315 74,429 90,744
10 Return per share (pence) – basic
and diluted 12.89 16.45 29.34 12.44 56.76 69.20
The total column of this statement represents the profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations.
The accompanying notes on pages 65 to 78 are an integral part of the financial statements.
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AGM Notice
Financial
statements
Statement of changes in equity
For the year ended 31 January 2026
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1 February 2025 6,346 51,806 16,270 370,758 22,655 467,835
Buyback of shares for treasury – – – (29,447) – (29,447)
Return after taxation – – – 19,483 15,280 34,763
Dividends paid (see note 9) – – – – (14,816) (14,816)
Balance at 31 January 2026 6,346 51,806 16,270 360,794 23,119 458,335
For the year ended 31 January 2025
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1 February 2024 6,868 51,806 15,748 340,003 22,054 436,479
Buyback of shares for cancellation (522) – 522 (31,701) – (31,701)
Buyback of shares for treasury – – – (11,973) – (11,973)
Return after taxation – – – 74,429 16,315 90,744
Dividends paid (see note 9) – – – – (15,714) (15,714)
Balance at 31 January 2025 6,346 51,806 16,270 370,758 22,655 467,835
The accompanying notes on pages 65 to 78 are an integral part of the financial statements.
62
The North American Income Trust plc Annual Report 2026
Statement of financial position
Notes
As at
31 January
2026
£’000
As at
31 January
2025
£’000
Fixed assets
11
Investments at fair value through profit or loss 485,893 504,594
Current assets
12
Prepayments and accrued income 883 896
12
Other debtors 6,000 2,975
Cash at bank and in hand 12,841 5,264
19,724 9,135
Creditors: amounts falling due within one year
13
Other creditors (10,896) (5,710)
(10,896) (5,710)
Net current assets 8,828 3,425
Total assets less current liabilities 494,721 508,019
Creditors: amounts falling due after more than one year
14
Senior Loan Notes (36,386) (40,184)
Net assets 458,335 467,835
Capital and reserves
15
Called up share capital 6,346 6,346
Share premium account 51,806 51,806
Capital redemption reserve 16,270 16,270
Capital reserve 360,794 370,758
Revenue reserve 23,119 22,655
Total shareholders’ funds 458,335 467,835
16
Net asset value per share (pence) 399.47 379.24
The financial statements on pages 61 to 78 were approved and authorised for issue by the Board on 23 April 2026 and
were signed on its behalf by:
Charles Park
Director
The accompanying notes on pages 65 to 78 are an integral part of the financial statements.
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Strategic report Governance
Additional
information
AGM Notice
Financial
statements
Statement of cash flows
Notes
Year ended
31 January
2026
£’000
Year ended
31 January
2025
£’000
Operating activities
Net return before taxation 37,021 93,005
Adjustments for:
11
Net gains on investments (18,225) (77,146)
Net (gains)/losses on foreign exchange transactions (3,003) 868
12
Decrease/(increase) in dividend income receivable 5 (52)
12
Decrease in fixed interest income receivable – 2
13
Increase/(decrease) in derivatives 263 (66)
12
(Increase)/decrease in other debtors (352) 32
13
Increase in other creditors 128 163
8
Tax on overseas income (2,258) (2,261)
6
Amortisation of senior loan note expenses 6 8
11
Accretion of fixed income book cost – (44)
Net cash inflow from operating activities 13,585 14,509
Investing activities
Purchases of investments (176,522) (446,018)
Sales of investments 215,578 474,976
Net cash generated from investing activities 39,056 28,958
Financing activities
9
Equity dividends paid (14,816) (15,714)
Buyback of shares for cancellation – (31,911)
Buyback of shares for treasury (29,447) (11,973)
Net cash used in financing activities (44,263) (59,598)
Increase/(decrease) in cash at bank and in hand 8,378 (16,131)
Analysis of changes in cash at bank and in hand
Opening balance 5,264 21,285
3 Effect of exchange rate fluctuation on cash held (801) 110
Increase/(decrease) in cash as above 8,378 (16,131)
Closing balance 12,841 5,264
Represented by:
Cash at bank and in hand 12,841 5,264
The accompanying notes on pages 65 to 78 are an integral part of the financial statements.
64
The North American Income Trust plc Annual Report 2026
1 Principal activity
The Company is a closed-end investment company, registered in Scotland No. SC005218, with its shares being listed on
the London Stock Exchange.
2 Accounting policies
A summary of the principal accounting policies, all of which, unless otherwise stated, have been consistently applied
throughout the year and the preceding year is set out below.
a) Basis of preparation and going concern
The financial statements have been prepared in accordance with Financial Reporting Standard 102, the Companies Act
2006 and with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and
Venture Capital Trusts’ issued in July 2022, and have been prepared under the historical cost basis except for the
measurement at fair value of investments.
The financial statements are presented in Sterling which is the functional currency of the Company and rounded to the
nearest £’000. They have also been prepared on a going concern basis and on the assumption that approval as an
investment trust will continue to be granted.
Going concern
The Company’s assets consist substantially of securities in companies listed on recognised stock exchanges and in normal
circumstances are realisable within a short timescale and which can be sold to meet funding commitments if necessary.
The Board has set gearing limits and regularly reviews actual exposures, cash flow projections and compliance with
loan covenants.
The Company undertakes a continuation vote every three years. The last continuation vote was passed at the AGM held
in June 2024 with 89.2% of votes in favour.
In June 2024, the Board established a three-year conditional tender mechanism covering the period to 30 September
2027 under which a tender offer for up to 15% of the shares in issue (excluding treasury shares) would be implemented
provided that one of the following conditions had been met:
i. over the three-year period up to and including the Calculation Date, the NAV total return of the Company (with debt
at fair value) has not exceeded the total return of the S&P High Yield Dividend Aristocrats Index; or
ii. over the six-month period prior to the Calculation Date the average discount to the cum-income NAV per share
(with debt at fair value) at which the Company’s shares have traded is greater than 7%.
Any tender implemented as a result of these proposals would be executed at a tender price reflecting a 2% discount to
the Company’s cum-income NAV per share (with debt at fair value) (less tender offer costs).
These measures are designed to give shareholders confidence on liquidity for those who want to sell a portion of their
shareholding and also to provide those who want to buy shares some confidence on share price volatility not being
too extreme.
The Board has considered the impact of geopolitical developments and believes that there will be a limited resulting
impact on the Company’s operational resources and existence as the primary impact of any recent events would be
on the valuation of the portfolio, not the Company’s operational resources. Given that the Company’s portfolio
comprises primarily “Level One” assets (listed on a recognisable exchange and realisable within a short timescale), and
the Company’s relatively low level of gearing, the Company has sufficient liquidity within its portfolio so as to remain
within its debt covenants and pay expenses.
Taking the above factors into consideration, the directors have a reasonable expectation that the Company has adequate
financial resources to continue in operational existence for the foreseeable future and for at least twelve months from the
date of this Report. Accordingly, the Board continues to adopt the going concern basis in preparing the financial statements.
Significant estimates and judgements
Disclosure is required of judgements and estimates made by management in applying the accounting policies that
have a significant effect on the financial statements. There are no significant estimates or judgements which impact
these financial statements.
b) Income
Income from investments, including taxes deducted at source, is included in revenue by reference to the date on
which the investment is quoted ex dividend. Special dividends are credited to capital or revenue, depending on the
circumstances. The fixed returns on debt instruments are recognised using the time apportioned accruals basis
and the discount or premium on acquisition is amortised or accreted on a straight line basis.
Interest receivable from cash and short-term deposits is recognised on an accruals basis.
c) Expenses
All expenses are accounted for on an accruals basis and are charged to the Statement of Comprehensive Income.
Expenses are charged against revenue except as follows:
• transaction costs on the acquisition or disposal of investments are charged to capital in the Statement of
Comprehensive Income;
Notes to the financial statements
For the year ended 31 January 2026
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Financial
statements
2 Accounting policies continued
• expenses are charged to capital where a connection with the maintenance or enhancement of the value of the
investments can be demonstrated. In this respect, the investment management fee is allocated 30% to revenue
and 70% to capital to reflect the Company’s investment policy and prospective income and capital growth.
d) Taxation
The tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement
of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible (see note 8 for a more detailed explanation).
At the year end, the Company had a Corporation Tax creditor of £188,000 (2025: £61,000) and is included within “other
creditors” in note 13.
Deferred taxation is provided on all timing differences, that have originated but not reversed at the Statement of
Financial Position date, where transactions or events that result in an obligation to pay more or a right to pay less tax
in future have occurred at the Statement of Financial Position date, measured on an undiscounted basis and based
on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not
that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted.
Timing differences are differences arising between the Company’s taxable profits and its results as stated in the
financial statements which are capable of reversal in one or more subsequent periods.
Owing to the Company’s status as an investment trust company, and the intention to continue to meet the conditions
required to obtain approval for the foreseeable future, the Company has not provided deferred tax on any capital gains
and losses arising on the revaluation or disposal of investments.
e) Investments
Investment transactions are accounted for on a trade date basis. Investments are initially recognised at fair value.
Investments are de-recognised at the trade date of the disposal. Proceeds are measured at fair value, which is
regarded as the proceeds of sale less any transaction costs. Subsequent to initial recognition, investments are
measured at fair value. For listed investments, this is deemed to be closing bid market prices. Changes in the fair value
of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the
Statement of Comprehensive Income as “Net gains on investments”, initially as unrealised gains or losses until disposal
when those gains or losses are then realised.
f) Borrowings
Monies borrowed to finance the investment objectives of the Company are stated at the amount of the net proceeds
immediately after issue plus cumulative finance costs less cumulative payments made in respect of the debt. The finance
costs of such borrowings are accounted for on an accruals basis using the effective interest rate method and are
charged 30% to revenue and 70% to capital to reflect the Company’s investment policy and prospective income and
capital growth.
g) Dividends payable
Interim and final dividends are recognised in the period in which they are paid.
h) Nature and purpose of reserves
Share premium account
The balance classified as share premium includes the premium above nominal value from the proceeds on issue
of any equity capital comprising Ordinary shares of 5p. This reserve is not distributable.
Capital redemption reserve
The capital redemption reserve is used to record the amount equivalent to the nominal value of any of the Company’s
own shares purchased and cancelled in order to maintain the Company’s capital. This reserve is not distributable.
Capital reserve
This reserve includes any gains or losses on realisation of investments in the period. The costs of share buybacks for
treasury are also deducted from this reserve. £300,351,000 (2025: £322,179,000) of the capital reserve is distributable. The
remainder of the capital reserve relates to any changes in fair values of investments held that have been recognised in
the Statement of Comprehensive Income. The distributability of this portion of the reserve has not been analysed as it is
complex to determine. This complexity is explained further in ICAEW Technical Release 02/17BL, which offers guidance on
realised and distributable profits under the Companies Act 2006.
Revenue reserve
This reserve reflects all income and costs which are recognised in the revenue column of the Statement of
Comprehensive Income. The revenue reserve represents the amount of the Company’s reserves distributable by way
of dividend.
Notes to the financial statements continued
66
The North American Income Trust plc Annual Report 2026
2 Accounting policies continued
i) Foreign currency
Assets and liabilities in foreign currencies are translated at the rates of exchange ruling on the Statement of Financial
Position date. Transactions involving foreign currencies are converted at the rate ruling on the date of the transaction.
Gains and losses on the realisation of foreign currencies are recognised in the Statement of Comprehensive Income
and are then transferred to the capital reserve.
j) Traded options
The Company may enter into certain derivative contracts (e.g. writing traded options). Option contracts are accounted
for as separate derivative contracts and are therefore shown in other assets or other liabilities at their fair value.
The initial fair value is based on the initial premium which is received/paid on inception. The premium is recognised
in the revenue column over the life of the contract period. Losses on any movement in the fair value of open contracts
at the year end realised and on the exercise of the contracts are recorded in the capital column of the Statement of
Comprehensive Income. For written options, where exercised, losses are treated as a realised loss, including where
it is a component of the cost paid to acquire underlying securities on a written contract.
In addition, the Company may enter into derivative contracts to manage market risk and gains or losses arising
on such contracts are recorded in the capital column of the Statement of Comprehensive Income.
k) Cash at bank and in hand
Cash comprises cash at bank and collateral accounts at brokers. The amounts held in collateral accounts at brokers
were £576,000 with Goldman Sachs and £277,000 with Merrill Lynch as at 31 January 2026.
l) Treasury shares
When the Company purchases its shares to be held in treasury, the amount of the consideration paid, which includes
directly attributable costs, is net of any tax effect, and is recognised as a deduction from the capital reserve. When
these shares are sold subsequently, the amount received is recognised as an increase in equity, and any resulting
surplus on the transaction is transferred to the share premium account and any resulting deficit is transferred from the
capital reserve.
3 Net currency gains/(losses)
2026
£’000
2025
£’000
(Losses)/gains on cash held (801) 110
Gains/(losses) on Senior Loan Notes 3,804 (978)
3,003 (868)
4 Income
2026
£’000
2025
£’000
Income from overseas listed investments
Dividend income 13,611 14,368
REIT income 1,666 2,191
Interest income from investments – 286
15,277 16,845
Other income from investment activity
Traded option premiums 4,552 4,099
Deposit interest 186 511
4,738 4,610
Total income 20,015 21,455
During the year, the Company was entitled to premiums totalling £4,552,000 (2025: £4,099,000) in exchange for entering
into option contracts. At the year end there were 7 (2025: 4) open positions, valued at a liability of £359,000
(2025: liability of £96,000) as disclosed in note 13. Losses realised on the exercise of derivative transactions are disclosed
in note 11. .
Notes to the financial statements continued
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Additional
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Financial
statements
5 Investment management fee
2026 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 719 1,679 2,398 833 1,943 2,776
The fee is allocated 30% to revenue and 70% to capital (2025: same). During the period £2,398,000 (2025: £1,258,000) of
investment management fees were payable to Janus Henderson, with a balance of £833,000 (2025: £845,000) being due
to Janus Henderson at the period end. Until 31 July 2024 the annual management fee was charged on gross assets after
deducting current liabilities and borrowings and excluding commonly managed funds (net assets), on a tiered basis.
The annual management fee was charged at 0.75% of net assets up to £250 million, 0.6% between £250 million and
£500 million, and 0.5% over £500 million, payable quarterly. During the period £nil (2025: £1,518,000) of investment
management fees were payable to abrdn Fund Managers Limited (“aFML”).
6 Finance costs
2026 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Bank interest paid – 1 1 2 6 8
Senior Loan Notes 313 731 1,044 338 789 1,127
Amortised Senior Loan Note issue expenses 2 4 6 3 5 8
315 736 1,051 343 800 1,143
7 Administrative expenses
2026
£’000
2025
£’000
Directors’ fees 182 147
Registrar’s fees 44 31
Custody and bank charges 28 31
Secretarial fees – 77
Auditors’ remuneration:
– fees payable to the Company’s auditors for the audit of the annual report 59 64
Marketing activities 217 179
Printing, postage and stationery 59 12
Fees, subscriptions and publications 79 69
Professional fees 54 96
Depositary charges 43 47
Other expenses 74 42
839 795
Under the terms of an agreement effective from 1 August 2024 the Company has appointed wholly owned subsidiaries
of Janus Henderson Investors to provide investment management, accounting, administrative and company secretarial
services. Janus Henderson Investors has contracted with BNP Paribas S.A. to provide accounting and administration
services. Until 31 July 2024, the Company had an agreement with aFML for the provision of investment management,
secretarial, accounting and administration and promotional activity services.
Janus Henderson do not charge a separate secretarial fee. The secretarial fee paid in 2025 was chargeable 100% to
revenue and paid monthly in arrears to aFML. During the period £nil (2025: £77,000) of secretarial fees were paid to aFML.
Janus Henderson facilitates marketing activities with third parties which are recharged to the Company. During
the period £217,000 (2025: £88,000) of fees were payable, with a balance of £101,000 (2025: £88,000) being due to
Janus Henderson at the period end. Janus Henderson also provides certain sales and marketing services for which
there is no separate charge.
The promotional activities fee was paid quarterly in arrears to aFML. During the period £nil (2025: £91,000) of fees
were paid.
Notes to the financial statements continued
68
The North American Income Trust plc Annual Report 2026
8 Taxation
a) Analysis of charge/(credit) for the year
2026 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
UK corporation tax 518 – 518 530 – 530
Double tax relief (250) – (250) (288) – (288)
Overseas tax suffered 1,990 – 1,990 1,980 39 2,019
Tax relief to capital 604 (604) – 685 (685) –
Total tax charge/(credit) for the year 2,862 (604) 2,258 2,907 (646) 2,261
b) Factors affecting the tax charge/(credit) for the year
The UK corporation tax rate is 25% (2025: 25%). The tax charge for the year is lower (2025: lower) than the corporation tax
rate. The differences are explained in the following table.
2026 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation 18,142 18,879 37,021 19,222 73,783 93,005
Corporation tax at 25% (2025: 25%) 4,536 4,720 9,256 4,806 18,446 23,252
Effects of:
Non-taxable overseas dividends (3,415) – (3,415) (3,593) (65) (3,658)
Irrecoverable overseas withholding tax 1,990 – 1,990 1,980 39 2,019
Expenses not deductible for tax purposes 1 – 1 2 – 2
Double tax relief (250) – (250) (288) – (288)
Non-taxable gains on investments – (4,573) (4,573) – (19,283) (19,283)
Non-taxable currency (gains)/losses – (751) (751) – 217 217
Total tax charge/(credit) 2,862 (604) 2,258 2,907 (646) 2,261
c) Provision for deferred taxation
At the period end there is no unrecognised deferred tax asset (2025: £nil) in relation to surplus management expenses.
9 Dividends
2026
£’000
2025
£’000
Amounts recognised as distributions to equity holders in the year:
4th interim dividend for 2025 of 4.1p per share (2024 – 3.9p) 4,974 5,305
1st interim dividend for 2026 of 2.8p per share (2025 – 2.7p) 3,385 3,569
2nd interim dividend for 2026 of 2.8p per share (2025 – 2.7p) 3,244 3,467
3rd interim dividend for 2026 of 2.8p per share (2025 – 2.7p) 3,213 3,373
14,816 15,714
The fourth interim dividend for 2026 has not been included as a liability in these financial statements as it was not
approved or paid during the financial year ended 31 January 2026. Details of the fourth interim dividend for 2026, which
will be paid on 27 May 2026 to shareholders on the register on 8 May 2026, are set out in the table below.
The table below sets out the total dividends paid and proposed in respect of the financial year, which is the basis on
which the requirements of Sections 1158-1159 of the Corporation Tax Act 2010 are considered. The revenue available for
distribution by way of dividend for the year is £15,280,000 (2025: £16,315,000).
2026
£’000
2025
£’000
1st interim dividend for 2026 of 2.8p per share (2025 – 2.7p) 3,385 3,569
2nd interim dividend for 2026 of 2.8p per share (2025 – 2.7p) 3,244 3,467
3rd interim dividend for 2026 of 2.8p per share (2025 – 2.7p) 3,213 3,373
4th interim dividend for 2026 of 4.4p per share (2025 – 4.1p) 5,047 4,974
14,889 15,383
The cost of the proposed final dividend for 2026 is based on 114,710,516 shares in issue, being the number of shares in
issue (excluding treasury shares) at the date of this report.
Notes to the financial statements continued
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10 Return per share – basic and diluted
2026 2025
£’000 p £’000 p
Based on the following figures:
Revenue return 15,280 12.89 16,315 12.44
Capital return 19,483 16.45 74,429 56.76
Total return 34,763 29.34 90,744 69.20
Weighted average number of shares in issue
1
118,503,400 131,124,251
1 Calculated excluding shares held in Treasury where applicable
11 Investments at fair value through profit or loss
2026
£’000
2025
£’000
Investments at fair value through profit or loss
Opening book cost 456,037 432,315
Opening investment holdings gains 48,557 22,617
Opening fair value 504,594 454,932
Analysis of transactions made during the year
Purchases at cost 181,317 450,350
Sales proceeds received (218,243) (477,878)
Gains on investments
1
18,225 77,146
Accretion of fixed income book cost – 44
Closing fair value 485,893 504,594
Closing book cost 425,538 456,037
Closing investment holdings gains 60,355 48,557
Closing fair value 485,893 504,594
Listed on overseas stock exchanges 485,893 504,594
Net gains on investments
Gains on investments
1
18,225 77,146
Investment holding gains/(losses) on traded options
2
66 (14)
18,291 77,132
1 Includes losses realised on the exercise of traded options of £5,049,000 (2025: £4,578,000) which are reflected in the capital column of the Statement
of Comprehensive Income in accordance with accounting policy 2(j). Premiums received from traded options totalled £4,552,000 (2025: £4,099,000)
per note 4
2 Options associated are derivative liabilities at the year end
The Company received £218,243,000 (2025: £477,878,000) from investments sold in the year. The book cost of these
investments when they were purchased was £211,816,000 (2025: £426,672,000). These investments have been revalued
over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
Transaction costs
During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit
or loss. These have been expensed through capital and are included within gains on investments in the Statement of
Comprehensive Income. The total costs were as follows:
2026
£’000
2025
£’000
Purchases 8 85
Sales 12 95
20 180
The above transaction costs are calculated in line with the AIC SORP.
Notes to the financial statements continued
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The North American Income Trust plc Annual Report 2026
12 Debtors: amounts falling due within one year
2026
£’000
2025
£’000
Amounts due from brokers 5,596 2,931
Other debtors 404 44
Accrued income and prepayments 883 896
6,883 3,871
13 Creditors: amounts falling due within one year
2026
£’000
2025
£’000
Amounts due to brokers 9,127 4,332
Investment management fee payable 833 845
Traded option contracts 359 96
Interest payable 117 130
Other creditors 460 307
10,896 5,710
14 Senior Loan Notes
Creditors: amounts falling due after more than one year
2026
£’000
2025
£’000
2.7% Senior Loan Notes – 10 years 18,218 20,120
2.96% Senior Loan Notes – 15 years 18,218 20,120
Unamortised Loan Note issue expenses (50) (56)
36,386 40,184
On 21 December 2020 the Company issued a US$25 million 10 years Senior Loan Note at an annualised interest rate
of 2.7% and a US$25 million 15 years Senior Loan Note at an annualised interest rate of 2.96%. The Loan Notes are
unsecured and unlisted. Interest is payable in half yearly instalments in June and December and the Loan Notes
are due to be redeemed at par on 21 December 2030 and 21 December 2035. The Company has complied with the
Senior Loan Note Purchase Agreement covenant throughout the period since issue that the ratio of net assets to gross
borrowings must be greater than 3.5:1, that net assets will not be less than £200,000,000, and that the total number of
Listed Assets is to be more than 35.
The total fair value of the Senior Loan Notes at 31 January 2026 was £32,516,000 (2025: £36,188,000) comprising
£16,962,000 (2025: £18,476,000) in respect of the 10 years 2.7% Senior Loan Note and £15,554,000 (2025: £17,712,000)
in respect of the 15 years 2.96% Senior Loan Note.
During the year, the Board reviewed the methodology that was applied to the fair value and this was updated to the
methodology set out below. Revisions to the methodology were applied into the daily NAVs with effect from 31 March
2026, but have also been applied to the valuation disclosed in these financial statements as at 31 January 2026.
The fair value of the Senior Loan Notes has been determined by aggregating the expected future cash flows at a
discount rate calculated using the redemption yield of a relevant US Treasury plus a credit spread determined by the
month-end difference in redemption yields of the ICE BofA 3-5 Year Single-A US Corporate Index for the 2.7% senior
unsecured 2030 notes and the ICE BofA 5-10 Year Single-A US Corporate Index for the 2.96% senior unsecured 2035 notes.
Notes to the financial statements continued
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15 Called up share capital
Share capital
2026 2025
Number
of shares
entitled to
dividend
Total
number
of shares
Nominal
value of
shares
£000
Number
of shares
entitled to
dividend
Total
number
of shares
Nominal
value of
shares
£000
Ordinary shares of 5p each
At start of year 123,361,687 123,361,687 6,168 137,352,347 137,352,347 6,868
Buy-back of shares for cancellation – – – (10,428,778) (10,428,778) (522)
Buy-back of shares to Treasury (8,627,316) (8,627,316) (431) (3,561,882) (3,561,882) (178)
Closing balance at 31 January 114,734,371 114,734,371 5737 123,361,687 123,361,687 6,168
Treasury shares
At start of year – 3,561,882 178 – – –
Buy-back of shares to Treasury – 8,627,316 431 – 3,561,882 178
Closing balance at 31 January – 12,189,198 609 – 3,561,882 178
Total 114,734,371 126,923,569 6,346 123,361,687 126,923,569 6,346
During the year 8,627,316 (2025: 3,561,882) shares were repurchased and placed in treasury and no (2025: 10,428,778)
shares were repurchased and cancelled by the Company at a total cost, including transaction costs, of £29,447,000
(2025: £43,674,000).
Subsequent to the year end, 23,855 shares each have been repurchased by the Company at a total cost of £90,000.
16 Net asset value per share
The net asset value per share and the net assets attributable to the shareholders at the year end were as follows:
2026 2025
Net assets £458,335,000 £467,835,000
Number of shares in issue
1
114,734,371 123,361,687
Net asset value per share 399.47p 379.24p
1 Excludes shares in issue held in treasury where applicable.
17 Analysis of changes in net debt
At
1 February
2025
£’000
Currency
differences
£’000
Non-cash
movement
£’000
Cash
flows
£’000
At
31 January
2026
£’000
Cash at bank and in hand 5,264 (801) – 8,378 12,841
Debt due after more than one year (40,184) 3,804 (6) – (36,386)
(34,920) 3,003 (6) 8,378 (23,545)
At
1 February
2024
£’000
Currency
differences
£’000
Non-cash
movement
£’000
Cash
flows
£’000
At
31 January
2025
£’000
Cash at bank and in hand 21,285 110 – (16,131) 5,264
Debt due after more than one year (39,198) (978) (8) – (40,184)
(17,913) (868) (8) (16,131) (34,920)
A statement reconciling the movement in net funds to the net cash flow has not been presented as there are no
differences from the above analysis.
Notes to the financial statements continued
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18 Financial instruments and risk management
The Company’s investment activities expose it to various types of financial risk associated with the financial instruments
and markets in which it invests. The Company’s financial instruments, other than derivatives, comprise securities and
other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example,
in respect of sales and purchases awaiting settlement, and debtors for accrued income.
The Company also has the ability to enter into derivative transactions, in the form of traded options, for the purpose
of enhancing income returns and portfolio management. During the year, the Company entered into certain derivative
contracts. As disclosed in note 4, the premium received in respect of options written in the year was £4,552,000
(2025: £4,099,000). Positions closed during the year realised a loss of £5,049,000 (2025: £4,578,000). The largest position
in derivative contracts held during the year at any given time was £956,000 (2025: £606,000). The Company had 7
(2025: 4) open positions in derivative contracts at 31 January 2026 valued at a liability of £359,000 (2025: £96,000) as
disclosed in note 13.
The Board has delegated the risk management function to the Manager under the terms of its management
agreement with the Manager (further details of which are included under note 5). The Board regularly reviews and
agrees policies for managing each of the key financial risks identified with the Manager. The types of risk and the
Manager’s approach to the management of each type of risk, are summarised below. Such an approach has been
applied throughout the year and has not changed since the previous accounting period. The numerical disclosures
exclude short-term debtors and creditors.
Risk management framework
The directors of the Manager collectively assume responsibility for the Manager’s obligations under the AIFMD including
reviewing investment performance and monitoring the Company’s risk profile during the year.
The Manager provides a variety of services and support in the conduct of its business activities, including in the
oversight of the risk management framework for the Company. The AIFM is responsible for ensuring that the Company
is managed within the terms of its investment guidelines. The Manager also has responsibility for monitoring and
oversight of investment performance, product risk and regulatory and operational risk for the Company.
The AIFM conducts its risk oversight function through various risk management processes and systems in place
which support its management in the identification and mitigation of risks and provides independent monitoring
of the business. These systems include Compliance, Business Risk, Market Risk, Risk Management and Legal.
Risk management
The main risks the Company faces from its financial instruments are (i) market risk (comprising interest rate risk,
currency risk and price risk), (ii) liquidity risk and (iii) credit risk.
The Board regularly reviews and agrees policies for managing each of these risks. The Manager’s policies for managing
these risks are summarised below and have been applied throughout the year. The numerical disclosures exclude
short-term debtors and creditors, other than for currency disclosures.
i) Market risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes
in market prices. This market risk comprises three elements – interest rate risk, currency risk and other price risk.
Interest rate risk
Interest rate movements may affect:
• the level of income receivable on cash deposits;
• interest payable on the Company’s variable rate borrowings.
Management of the risk
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken
into account when making investment and borrowing decisions.
The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews
these on a regular basis. Borrowings comprise fixed rate unsecured loan notes. Details of borrowings at 31 January 2026
are shown in note 14 to the financial statements.
Notes to the financial statements continued
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Notes to the financial statements continued
18 Financial instruments and risk management continued
Interest risk profile
The interest rate risk profile of the portfolio of financial instruments at the Statement of Financial Position date was
as follows:
At 31 January 2026
Weighted
average
period for
which rate
is fixed
Years
Weighted
average
interest rate
%
Fixed
rate
£’000
Floating
rate
£’000
Non-interest
bearing
£’000
Assets
Sterling – – – 5 –
US Dollar – – – 12,836 461,897
Canadian Dollar – – – – 23,996
Total assets – 12,841 485,893
Liabilities
Loan Notes 21/12/30 – US$25,000,000 4.89 2.70 18,193 – –
Loan Notes 21/12/35 – US$25,000,000 9.89 2.96 18,193 – –
Total liabilities 36,386 – –
At 31 January 2025
Weighted
average
period for
which rate
is fixed
Years
Weighted
average
interest rate
%
Fixed
rate
£’000
Floating
rate
£’000
Non-interest
bearing
£’000
Assets
Sterling – – – 5 –
US Dollar – – – 5,259 481,646
Canadian Dollar – – – – 22,948
Total assets – 5,264 504,594
Liabilities
Loan Notes 21/12/30 – US$25,000,000 5.89 2.70 20,092 – –
Loan Notes 21/12/35 – US$25,000,000 10.89 2.96 20,092 – –
Total liabilities 40,184 – –
The weighted average interest rate is based on the current yield of each asset, weighted by its market value.
The floating rate assets consist of cash deposits at prevailing market rates.
The non-interest bearing assets represent the equity element of the portfolio.
Short-term debtors and creditors have been excluded from the above tables.
Financial Liabilities
The Company has fixed rate borrowings by way of its senior loan notes, details of which can be found in note 14.
Interest rate sensitivity
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and
non-derivative instruments at the Statement of Financial Position date and the stipulated change taking place at the
beginning of the financial year and held constant throughout the reporting period in the case of instruments that have
floating rates.
If interest rates had been 100 basis points higher or lower and all other variables were held constant, the Company’s
revenue return for the year ended 31 January 2026 would increase/decrease by £128,000 (2025: decrease/increase
by £53,000). This is mainly attributable to the Company’s exposure to interest rates on its floating rate cash balances.
In the opinion of the directors, the above sensitivity analyses are not representative of the year as a whole, since
the level of exposure changes frequently as part of the interest rate risk management process used to meet the
Company’s objectives. The risk parameters used will also fluctuate depending on the current market perception.
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18 Financial instruments and risk management continued
Foreign currency risk
The Company’s portfolio is invested mainly in US quoted securities and the Statement of Financial Position can be
significantly affected by movements in foreign exchange rates.
Management of the risk
It is not the Company’s policy to hedge this risk on a continuing basis but the Company may, from time to time, match
specific overseas investment with foreign currency borrowings. A significant proportion of the Company’s borrowings,
as detailed in note 14, are denominated in foreign currency. Foreign currency risk exposure by currency denomination
is detailed under Interest Risk Profile.
The revenue account is subject to currency fluctuation arising on overseas income. The Company does not hedge this
currency risk.
Foreign currency sensitivity
There is no sensitivity analysis included as the Company’s significant foreign currency financial instruments are in the
form of equity investments, and they have been included within the other price risk sensitivity analysis so as to show the
overall level of exposure.
Price risk
Price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value
of the quoted investments.
Management of the risk
It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising
from factors specific to a particular country or sector. The allocation of assets to international markets and the stock
selection process, as detailed on page 24, both act to reduce market risk. The Manager actively monitors market prices
throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The
investments held by the Company are listed on various stock exchanges.
Price risk sensitivity
If market prices at the Statement of Financial Position date had been 10% higher or lower while all other variables
remained constant, the return attributable to shareholders for the year ended 31 January 2026 would have increased/
decreased by £48,589,000 (2025: increase/decrease of £50,459,000) and total shareholders’ funds would have
increased/decreased by the same amount.
ii) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Management of the risk
Liquidity risk is not considered to be significant as the Company’s assets comprise mainly readily realisable securities,
which can be sold to meet funding commitments if necessary.
iii) Credit risk
This is failure of the counterparty to a transaction to discharge its obligations under that transaction that could result
in the Company suffering a loss.
Management of the risk
• Transactions involving derivatives are entered into only with investment banks, the credit rating of which is taken into
account so as to minimise the risk to the Company of default.
• Investment transactions are carried out with a number of brokers, whose credit-standing is reviewed periodically
by the Manager, and limits are set on the amount that may be due from any one broker.
• Outstanding settlements are subject to credit risk. Credit risk is mitigated by the Company through its decision to
transact with counterparties of high credit quality. The Company only buys and sells investments through brokers
which are approved counterparties, thus minimising the risk of default through settlement. The credit ratings of
brokers are reviewed periodically by Janus Henderson, and limits are set on the amount that may be due from any
one broker.
• The Company is exposed to credit risk through the use of banks for its cash position. Bankruptcy or insolvency of
banks may cause the Company’s rights with respect to cash held by banks to be delayed or limited. The Company’s
cash balances are held by its custodian, BNP Paribas SA as banker. The directors believe the counterparty is of high
credit quality and, therefore, the Company has minimal exposure to credit risk.
Notes to the financial statements continued
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Notes to the financial statements continued
18 Financial instruments and risk management continued
Credit risk exposure
In summary, compared to the amounts in the Statement of Financial Position, the exposure to credit risk at 31 January 2026
was as follows:
2026 2025
Statement
of Financial
Position
£’000
Maximum
exposure
£’000
Statement
of Financial
Position
£’000
Maximum
exposure
£’000
Current assets
Amount due from brokers 5,596 5,596 2,931 2,931
Dividends receivable 851 851 856 856
Interest receivable 1 1 25 25
Other debtors and prepayments 435 435 59 59
Cash at bank and in hand 12,841 12,841 5,264 5,264
19,724 19,724 9,135 9,135
£853,000 of cash is held in collateral cash accounts at counterparties. No other assets are secured by collateral or other
credit enhancements.
Fair values of financial assets and financial liabilities
The book value of cash at bank and in hand included in these financial statements approximate to fair value because of
their short-term maturity. Investments held as dealing investments are valued at fair value. The carrying values of fixed
asset investments are stated at their fair values, which have been determined with reference to quoted market prices. For
all other short-term debtors and creditors, their book values approximate to fair values because of their short-term
maturity.
19 Capital management policies and procedures
The investment objective of the Company is to provide investors with above average dividend income and long term
capital growth through active management of a portfolio consisting predominantly of S&P 500 US equities.
The capital of the Company consists of long-term borrowings and equity comprising issued capital, reserves and
retained earnings. The Company manages its capital to ensure that it will be able to continue as a going concern
while maximising the return to shareholders through the optimisation of the debt and equity balance.
The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes:
• the planned level of gearing which takes into account the Investment Manager’s views on the market;
• the level of equity shares in issue; and
• the extent to which revenue in excess of that which is required to be distributed should be retained.
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding accounting
period.
Details of the Company’s financial covenants are detailed in note 14 of the financial statements.
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20 Fair value hierarchy
FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance
of the inputs used in making the measurements. The fair value hierarchy has the following classifications:
Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the
measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable (ie developed using market data)
for the asset or liability, either directly or indirectly.
Level 3: inputs are unobservable (ie for which market data is unavailable) for the asset or liability.
The financial assets and liabilities measured at fair value in the Statement of Financial Position are grouped into the fair
value hierarchy at the reporting date as follows:
As at 31 January 2026 Note
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit or loss
Quoted equities
a)
485,893 – – 485,893
485,893 – – 485,893
Financial liabilities at fair value through profit or loss
Derivatives
b)
– (359) – (359)
Net fair value 485,893 (359) – 485,534
As at 31 January 2025 Note
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit or loss
Quoted equities
a)
504,594 – – 504,594
504,594 – – 504,594
Financial liabilities at fair value through profit or loss
Derivatives
b)
– (96) – (96)
Net fair value 504,594 (96) – 504,498
a) Quoted equities
The fair value of the Company’s investments in quoted equities has been determined by reference to their quoted
bid prices at the reporting date. Quoted equities included in Fair Value Level 1 are actively traded on recognised stock
exchanges.
b) Derivatives
The Company’s investments in exchange traded options have been fair valued using quoted prices and have been
classified as Level 2 as they are not considered to trade in active markets.
c) Senior loan notes
The fair value of the senior loan notes has been calculated as £32,516,000 (2025: £36,188,000), determined by
aggregating the expected future cash flows for that loan discounted at a rate based on the redemption yield of a
relevant US Treasury plus a credit spread determined by the month-end difference in redemption yields of the ICE BofA
3-5 Year Single-A US Corporate Index for the 2.7% senior unsecured 2030 notes and the ICE BofA 5-10 Year Single-A US
Corporate Index for the 2.96% senior unsecured 2035 notes, compared to carrying amortised cost of £36,386,000
(2025: £40,184,000).
Notes to the financial statements continued
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21 Related party transactions
Directors’ fees and interests
Fees payable during the year to the directors and their interests in shares of the Company are disclosed within
the Directors’ Remuneration Report on page 49.
Transactions with the Manager
The Company has an agreement with the Manager for the provision of investment management, secretarial,
accounting and administration and promotional activity services.
Details of transactions during the year and balances outstanding at the year end are disclosed in notes 5 and 7.
In the prior period the Company received £247,000 from Janus Henderson to cover project costs paid or payable
in relation to the manager change from aFML.
22 Post‑balance sheet events
There have been no other subsequent events since the end of the Company’s financial year ended 31 January 2026
that require disclosure in these financial statements.
Notes to the financial statements continued
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Additional information
In this section
80 Glossary
81 Alternative performance measures
84 General shareholder information
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information
Glossary
Term Definition
Alternative
Investment
Fund Managers
Directive
(“AIFMD”)
The AIFMD classifies certain investment vehicles, including investment companies, as alternative
investment funds (“AIFs”) and requires them to appoint an alternative investment fund manager
(“AIFM”) and a depositary to manage and oversee the operations of the investment vehicle.
The Board retains responsibility for strategy, operations and compliance. The directors retain
a fiduciary duty to shareholders.
Association
of Investment
Companies
The Company is a member of the AIC, the trade body for investment companies, which represents
the sector on matters affecting regulation and policy. The Company is a constituent of the AIC
North America sector.
Custodian
The custodian is responsible for the safekeeping of the Company’s assets and for the accurate
and timely settlement of transactions in the underlying holdings.
Depositary
As an AIF, the Company is required to appoint a depositary. The depositary oversees certain
aspects of the Company’s operations, including safekeeping, cash monitoring and verification of
ownership and valuation of the underlying holdings, and is responsible for appointing the
custodian. The depositary is generally liable for the loss of assets in its custody, subject to limited
circumstances in which liability may be discharged in certain markets.
Dividend dates
Each dividend normally has three key dates: the ex-dividend date, the record date and the payment
date. The ex-dividend date is the date from which shares trade without entitlement to the relevant
dividend. The record date is the date on which a shareholder must be on the register to receive the
dividend. The payment date is the date on which the dividend is paid.
Gearing
Gearing is the use of borrowings to increase exposure to investments. It increases the extent to
which net assets or shareholders’ funds will move as the value of the portfolio rises or falls. Nil
gearing means the Company is ungeared. Negative gearing indicates that the Company holds net
cash rather than net borrowings.
Gross gearing
Gross gearing shows total borrowings, including bank overdrafts and loan notes, as a percentage
of net assets, without taking account of cash balances.
Investment
trusts/
investment
companies
Investment trusts are public limited companies, listed on the London Stock Exchange, which provide
shareholders with a professionally managed portfolio of investments. Investment trusts are exempt
from tax on the capital gains arising on their investments subject to meeting certain criteria. Income,
net of expenses and tax, is substantially distributed to shareholders. Investment trusts are also known
as investment companies, although the tax legislation retains the reference to investment trusts.
Liquidity
In the context of shares, liquidity refers to the ease with which shares can be bought or sold in the
market. A liquid market means there are likely to be ready buyers and sellers. An illiquid market may
make it harder to buy or sell shares without affecting the price. Investment companies can use
allotment or buyback powers to support liquidity in their shares.
Market
capitalisation
(“market cap”)
The market value of a company, calculated by multiplying the price per share by the number of
shares in issue.
Net gearing
Net gearing shows total investments, less cash or cash equivalents, as a percentage of
shareholders’ funds. A negative figure indicates a net cash position rather than gearing. For further
details, see the alternative performance measures on page 82.
Reference index
An index against which the Company’s performance is compared. The Company uses two
reference indices: the Russell 1000 Value Index and the S&P High Yield Dividend Aristocrats Index.
Treasury shares
Shares repurchased by the Company, but not cancelled, carrying no voting rights and available
for re-issue under the appropriate circumstances.
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Alternative performance measures
The Company uses the following Alternative Performance Measures (APMs) throughout the Annual Report and financial
statements and notes to the financial statements. The APMs are reconciled to the financial statements through the
narrative below. The Board believes that each of the APMs, which are typically used within the investment trust sector,
provide additional useful information to shareholders to help assess the Company’s performance against its peer group.
Discount to net asset value
The discount is the amount by which the share price is lower than the net asset value per share with debt at par value
or debt at fair value, expressed as a percentage of the net asset value with debt at par value or debt at fair value.
31 January
2026
31 January
2025
NAV per share (debt at par) a 399.47p 379.24p
Share price
b 380.00p 347.00p
Discount
(a-b)/a 4.9% 8.5%
31 January
2026
31 January
2025
NAV per share (debt at fair value) a 402.85p 382.48p
Share price
b 380.00p 347.00p
Discount
(a-b)/a 5.7% 9.3%
Net asset value (NAV) with debt at par and at fair value
31 January
2026
£’000
31 January
2025
£’000
Investments held at fair value through profit or loss (see note 11) 485,893 504,594
Current assets (see page 63) 19,724 9,135
Creditors amounts falling due within one year (see note 13) (10,896) (5,710)
Creditors amounts falling due after one year (see note 14) (36,386) (40,184)
NAV with debt at par (A) 458,335 467,835
Less: fair value of senior unsecured notes (see note 14) (32,516) (36,188)
Add back: amortised cost of senior unsecured notes 36,386 40,184
NAV with debt at fair value (B) 462,205 471,831
Shares in issue (see note 16) (C) 114,734,371 123,361,687
NAV per share with debt at par (see page 63) (A/C x 100) (p) 399.47 379.24
NAV per share with debt at fair value (B/C x 100) (p) 402.85 382.48
The aggregate NAV is also referred to as total shareholders’ funds in the Statement of Financial Position. As explained in
note 14, the methodology for the fair value calculation used for the purpose of daily NAVs was reviewed during the year
and updated with effect from 31 March 2026. The updated methodology has also been applied in the NAV per share
with debt at fair value disclosed in these financial statements as at 31 January 2026. The originally published NAV with
debt at fair value was 401.72p per ordinary share.
Dividend cover
Dividend cover measures the revenue return per share divided by total dividends per share, expressed as a ratio.
31 January
2026
31 January
2025
Revenue return per share a 12.89p 12.44p
Dividends per share
b 12.80p 12.20p
Dividend cover
a/b 1.01 1.02
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Strategic report Governance
Financial
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AGM Notice
Additional
information
Dividend yield
Dividend yield is calculated using the Company’s annual dividend per share divided by the share price, expressed as
a percentage.
31 January
2026
31 January
2025
Annual dividend per share a 12.80p 12.20p
Share price
b 380.00p 347.00p
Dividend yield
a/b 3.4% 3.5%
Net gearing
Net gearing measures total borrowings less cash at bank and in hand divided by shareholders’ funds, expressed as
a percentage. Under AIC reporting guidance cash at bank and in hand includes net amounts due to and from brokers
at the period end as well as cash and short-term deposits.
31 January
2026
£’000
31 January
2025
£’000
Borrowings 36,386 40,184
Cash at bank and in hand (12,841) (5,264)
Amounts due to brokers 9,127 4,332
Amounts due from brokers (5,596) (2,931)
Net gearing
a 27,076 36,321
Shareholders’ funds
b 458,335 467,835
Net gearing
a/b 5.9% 7.8%
Ongoing charges ratio
Ongoing charges ratio is considered to be an alternative performance measure. The ongoing charges ratio has been
calculated in accordance with guidance issued by the AIC which is defined as the total of investment management
fees and administrative expenses and expressed as a percentage of the average daily net asset values with debt at
fair value published throughout the year.
31 January
2026
£’000
31 January
2025
£’000
Investment management fees 2,398 2,776
Administrative expenses 839 795
Less: non recurring charges
1
(13) (47)
Ongoing charges 3,224 3,524
Average net assets 440,321 455,006
Ongoing charges ratio 0.73% 0.77%
1 Professional services considered unlikely to recur
Revenue reserve per share
Revenue reserve per share calculates the revenue reserve per share divided by the number of shares entitled to a dividend.
31 January
2026
31 January
2025
Revenue reserve (£’000) a 23,119 22,655
Number of shares entitled to dividends
b 114,734,371 123,361,687
Revenue reserve per share
a/b 20.2p 18.4p
Alternative performance measures continued
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The North American Income Trust plc Annual Report 2026
Total return
NAV with debt at fair value and share price total returns show how the NAV and share price have performed over
a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders.
Share price and NAV total returns are monitored against open-ended and closed-ended competitors, and the
Reference Indices, respectively. The dividend reinvestment factor is based on geometric returns. NAV total return
involves investing the net dividend in the NAV of the Company with debt at fair value on the date on which that
dividend goes ex-dividend. Share price total return involves reinvesting the net dividend in the share price of the
Company on the date on which that dividend goes ex-dividend.
Year ended 31 January 2026
NAV with
debt at fair
value Share Price
Opening at 1 February 2025 382.48p 347.00p
Closing at 31 January 2026 (published NAV)
1
401.72p 380.00p
Price movements 5.0% 9.5%
Dividend reinvestment
3.6% 3.9%
Total return 8.8% 13.8%
Year ended 31 January 2025
NAV with
debt at fair
value Share Price
Opening at 1 February 2024 319.92p 289.00p
Closing at 31 January 2025 382.48p 347.00p
Price movements 19.6% 20.1%
Dividend reinvestment
3.5% 4.0%
Total return 23.8% 24.9%
1 As explained on page 81, the NAV per share with fair value disclosed in these financial statements differs from the originally published NAV due to the
updated methodology of the valuation of the senior unsecured notes following the review undertaken during the year. Performance data has been
calculated based on the originally published NAV with debt at fair value of 401.7p per ordinary share
Alternative performance measures continued
Historic financial Information
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Year to
31 January
Per share (p)
Net revenue
return
1
7.98 8.42 10.04 11.42 11.79 10.28 12.21 11.95 12.44 12.89
Dividend
1
7.20 7.80 8.50 9.50 10.00 10.30 11.00 11.70 12.20 12.80
As at 31 January
Net asset value
per share (p)
1
264.7 275.5 280.4 288.9 262.5 318.8 337.2 317.8 379.2 399.5
Shareholders’
funds (£’000) 379,101 391,649 398,657 413,948 375,416 448,463 472,891 436,479 467,835 458,335
1 Comparative figures have been restated due to the sub-division of each existing Ordinary share of 25p into five Ordinary shares of 5p
each on 10 June 2019
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Additional
information
General shareholder information
AIFMD disclosures and remuneration
In accordance with the AIFMD, information relating to the
Company’s leverage, and to the remuneration of
Janus Henderson as the Company’s AIFM, is required to be
made available to investors. These disclosures, including
those relating to the AIFM’s remuneration policy, are
contained in the AIFMD Disclosures Document, which is
available at www.northamericanincome.com.
BACS
Dividends can be paid via BACS, and mandate forms for
this purpose are available from the registrar. Alternatively,
shareholders may write to the registrar, Computershare
Investor Services PLC, at the address on page 92, providing
the bank account details to which payments should be
made.
Common Reporting Standard
Tax legislation requires the Company to provide HMRC with
personal information on certain investors. That information
may then be provided annually to the relevant tax
authorities in the jurisdictions of tax residence of certain
non-UK certificated shareholders and corporate entities.
Company names
References to individual securities in the Strategic Report
do not constitute a recommendation to buy, sell or hold
any security, investment strategy or market sector, and no
such references should be taken to imply that any
investment has been or will be profitable. Janus
Henderson Investors and its employees may hold
positions in the securities mentioned.
Equality Act 2010
Copies of this Annual Report and other documents issued
by the Company are available from the Corporate
Secretary. Copies can also be made available in alternative
formats, including Braille and large print, where appropriate.
A Typetalk operator, provided by the Royal National
Institute for Deaf People, is available to support people with
speech or hearing impairments in making telephone calls.
Please dial 18001 followed by the number you wish to call.
GDPR
A privacy statement can be found at
www.janushenderson.com.
Individual Savings Account (“ISA”)
The Company intends to continue to manage its affairs so
that its shares qualify as eligible investments for a stocks
and shares ISA.
Non‑mainstream pooled
investments (“NMPI”) status
The Company conducts its affairs so that its ordinary
shares can continue to be recommended by independent
financial advisers to ordinary retail investors in
accordance with the Financial Conduct Authority’s rules
on non-mainstream investment products. The shares are
excluded from the FCA’s restrictions on such products
because they are shares in an investment trust.
Share price information
The Company’s NAV is published daily. Details of the
Company’s share price and NAV per share can be found
on the website www.northamericanincome.com, on the
London Stock Exchange Daily Official List, in the Financial
Times and on Trustnet.
Shareholder details
Shareholders who hold their shares in certificated form
can check their holdings with the registrar,
Computershare Investor Services PLC, online. To access
their details, shareholders will need the holder reference
number shown on their share certificate.
Taxonomy Regulation
Regulation (EU) 2020/852 (the “Taxonomy Regulation”)
establishes the EU taxonomy, a classification system for
environmentally sustainable economic activities.
In accordance with the Taxonomy Regulation, the
Company confirms that the investments underlying this
financial product do not take into account the EU criteria
for environmentally sustainable economic activities.
Warning to shareholders
Many companies are aware that their shareholders have
received unsolicited phone calls or correspondence
concerning investment matters. These are typically from
overseas-based `brokers’ targeting UK shareholders with
offers to sell what often prove to be worthless or high-risk
shares in UK or overseas investments. They can be
persistent and persuasive.
Shareholders are therefore advised to be cautious about
unsolicited advice, offers to buy shares at a discount or
offers of free company reports. It is unlikely that either the
Company or the Company’s registrar, Computershare
Investor Services PLC, would make unsolicited telephone
calls to shareholders. Any such calls would relate only to
official documentation already sent to shareholders and
never to investment advice.
If you are in any doubt about the genuineness of an
unsolicited phone call, please contact the Corporate
Secretary using the number on page 92. Shareholders
can also consult the FCA Warning List at #BeScamSmart
– www.fca.org.uk/scamsmart.
84
The North American Income Trust plc Annual Report 2026
Notice of
Annual General Meeting
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Additional
information
AGM Notice
Notice is hereby given that the Annual General Meeting
(“AGM”) of The North American Income Trust plc will be
held at 12.30 pm on Wednesday, 17 June 2026 at
201 Bishopsgate, London EC2M 3AE for the purpose of
considering and, if thought fit, passing the following
resolutions, which will be proposed, in the case of
resolutions 1 to 12, as ordinary resolutions, and in the
case of resolutions 13 to 17, as special resolutions.
Ordinary resolutions
1. To receive the Annual Report and the audited financial
statements for the year ended 31 January 2026.
2. To approve the Directors’ Remuneration Report for the
year ended 31 January 2026.
3. To approve the Directors’ Remuneration Policy.
4. To elect John Adebiyi as a director of the Company.
5. To re-elect Bulbul Barrett as a director of the Company.
6. To re-elect Patrick Edwardson as a director of the
Company.
7. To re-elect Karyn Lamont as a director of the Company.
8. To re-elect Susannah Nicklin as a director of the
Company.
9. To re-appoint PricewaterhouseCoopers LLP as the
statutory auditors of the Company.
10. To authorise the Audit Committee to determine the
statutory auditors’ remuneration.
11. To approve the Company’s dividend policy.
12. THAT in substitution for all existing authorities, the
directors be generally and unconditionally authorised
pursuant to s551 Companies Act 2006 to exercise all the
powers of the Company to allot ordinary shares of 5p
each in the capital of the Company (“ordinary shares”)
and to grant rights to subscribe for, or to convert any
security into, ordinary shares up to an aggregate
nominal amount of £573,553 (or such other amount
representing 10% of the issued share capital (excluding
treasury shares) as at the date of the passing of this
resolution) for a period expiring (unless previously
renewed, varied or revoked by the Company in general
meeting) on the earlier of the date falling 15 months
after the passing of this resolution and the conclusion
of the AGM of the Company in 2027, save that the
directors may make an offer or agreement which
would or might require ordinary shares to be allotted
or rights to be granted after expiry of this authority and
the directors may allot ordinary shares and grant rights
in pursuance of that offer or agreement as if the
authority conferred hereby had not expired.
Special resolutions
13. THAT in substitution for all existing authorities and,
subject to the passing of resolution 12, the directors be
empowered pursuant to s570 and s573 Companies Act
2006 to allot ordinary shares or make offers or
agreements to allot ordinary shares (within the
meaning of s560 of that Act) for cash, and to sell
ordinary shares which are held by the Company in
treasury, as if s561(1) Companies Act 2006 did not
apply to any such allotments or sale. This power shall
be limited to the allotment or sale of ordinary shares:
a. whether by way of a rights issue, open offer or
otherwise to ordinary shareholders on the Register
of Members at such record date(s) as the directors
may determine where the ordinary shares
respectively attributable to the interests of all
ordinary shareholders are proportionate (or as
nearly as may be) to the respective numbers of
ordinary shares held by them (or are otherwise
allotted in accordance with the rights attaching to
such ordinary shares) subject in either case to such
exclusions or other arrangements as the directors
may deem necessary or expedient in relation to
treasury shares, fractional entitlements or local or
practical problems under the laws of, or the
requirements of, any regulatory body or any stock
exchange in any territory or otherwise howsoever;
b. up to a maximum aggregate nominal value of
£573,553 (or such other amount representing 10%
of the Company’s issued ordinary share capital
(excluding treasury shares) as at the date of
the passing of this resolution);
c. at a price not less than the net asset value per
ordinary share as at the latest practicable date
before such allotment of ordinary shares as
determined by the directors in their reasonable
discretion; and
d. shall expire at the earlier of the date falling 15
months after the passing of this resolution and the
conclusion of the AGM of the Company in 2027
unless previously renewed, varied or revoked by the
Company in general meeting, save that the directors
may before such expiry make an offer or agreement
which would or might require ordinary shares to be
allotted or sold after such expiry and the directors
may allot or sell ordinary shares in pursuance of
such an offer or agreement as if the power
conferred hereby had not expired.
14. THAT in substitution for all existing authorities, the
Company be generally and unconditionally authorised
in accordance with s701 Companies Act 2006 to make
market purchases (within the meaning of s693(4) of
that Act) of ordinary shares on such terms and in such
manner as the directors may from time to time
determine, provided that:
a. the maximum aggregate number of ordinary shares
authorised to be purchased is 14.99% of the
Company’s issued ordinary share capital at the date
of the resolution (equivalent to 17,195,106 ordinary
shares (excluding treasury shares) as at 21 April 2026
being the latest practicable date prior to publication
of this Notice);
Notice of Annual General Meeting
86
The North American Income Trust plc Annual Report 2026
b. the maximum price (exclusive of expenses) which
may be paid for an ordinary share shall not exceed
the higher of:
i. 105% of the average of the middle market
quotations for an ordinary share as taken from
the London Stock Exchange Daily Official List for
the five business days immediately preceding
the date of purchase; and
ii. the higher of the price of the last independent
trade and the highest current independent bid
on the London Stock Exchange when the
purchase is carried out;
c. the minimum price (exclusive of expenses) which
may be paid for an ordinary share shall be 5p, being
the nominal value per share;
d. the authority hereby conferred shall expire at the
earlier of the date falling 15 months after the date
of the passing of this resolution and the conclusion
of the AGM of the Company in 2027, unless such
authority is renewed before that expiry;
e. the Company may make a contract to purchase
ordinary shares under the authority hereby conferred
which will or may be executed wholly or partly after
the expiration of such authority, and may make a
purchase of ordinary shares pursuant to any such
contract; and
f. any ordinary shares so purchased shall be cancelled,
or in accordance with the provisions of the Act, if the
directors so determine, be held, sold, transferred or
otherwise dealt with as treasury shares.
15. THAT a general meeting other than an AGM may be
called on not less than 14 clear days’ notice, such
authority to expire on conclusion of the AGM of the
Company in 2027.
16. THAT, subject to the approval of the High Court of
Justice, the amount standing to the credit of the share
premium account of the Company, at the date an
order is made confirming such cancellation by the
Court, be and hereby is cancelled, and the amount by
which the share capital is so reduced be credited to a
reserve of the Company.
17. THAT, subject to the approval of the High Court of
Justice, the amount standing to the credit of the capital
redemption reserve of the Company, at the date an
order is made confirming such cancellation by the
Court, be and hereby is cancelled, and the amount by
which the share capital is so reduced be credited to a
reserve of the Company.
By order of the Board
Janus Henderson Secretarial Services UK Limited
Corporate Secretary
23 April 2026
Registered office:
4 North St. Andrew Street, Edinburgh EH2 1HJ
Notice of Annual General Meeting continued
MOORGATE
BISHOPSGATE
PRIM ROSE ST
WORSH IP STR EET
201 Bishopsgate
London EC2M 3AE
LIVERPOOL
STREET
STATION
APPO LD ST.
SUN STREET
BROADGATE
CIRCLE
FINS BURY PAVE.
EARL ST
WORSHIP STREET
ROPEM AKER ST REET
LIVERPOOL S T
LONDON WALL
WILSON ST
BISHOPSGATE
GREAT EASTERN ST.
COMMERCIAL ST.
SHOREDITCH
HOUNDSDITCH
AL DGATE
MIDDLESEX
STREET
CHISWELL STREET
SOUTH PLACE
ELDON ST
FINSBU RY
CIRCUS
CITY ROAD
FINS BURY SQ
FINS BURY SQ .
CLIF TON ST.
SPITALFIELDS
MARKET
FOLGATE ST
NOR N
MIDDLESEX ST.
BRUS HFIEL D STREE T
APPO LD ST.
The 2026 AGM will be held at 201 Bishopsgate,
London EC2M 3AE. It is a few minutes’ walk from
Liverpool Street Station and from Moorgate Station.
AGM venue
87
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Strategic report Governance
Financial
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Additional
information
AGM Notice
Explanation of resolutions
The information set out below is an explanation of
the business to be considered at the 2026 Annual
General Meeting (“AGM”). Shareholders are welcome
to attend the AGM in person or join virtually via Zoom.
If you wish to join by Zoom, please visit
www.janushenderson.com/nait-agm to register.
Resolutions 1 to 12 are proposed as ordinary resolutions.
This means that for each of those resolutions to be
passed, more than half of the votes cast must be in
favour of the resolution. Resolutions 13 to 17 are proposed
as special resolutions. This means that for each of those
resolutions to be passed, at least three quarters of the
votes cast must be in favour of the resolution.
Resolution 1: Annual Report and
audited financial statements
The directors are required to present the Company’s
Annual Report and audited financial statements for the
year ended 31 January 2026 to shareholders at the AGM.
Shareholders will have the opportunity to ask questions
before being invited to receive the Annual Report and
audited financial statements.
Resolutions 2 and 3: Approval of the Directors’
Remuneration Report and Directors’
Remuneration Policy
Resolution 2 seeks shareholder approval of the Directors’
Remuneration Report for the year ended 31 January 2026.
The vote is advisory.
Resolution 3 seeks shareholder approval of the Directors’
Remuneration Policy. Under the relevant legislation, the
policy must be approved by shareholders at least every
three years. The current Directors’ Remuneration Policy was
approved at the 2023 AGM and no changes are proposed
to it. The policy is set out in the Directors’ Remuneration
Report on page 48 of the Annual Report. The vote on
resolution 3 is binding.
Resolutions 4 to 8: Election and re‑election
of directors
In accordance with governance best practice, directors
stand for election by shareholders at the first AGM
following their appointment and for re-election annually
thereafter. During the year, the Board reviewed the
performance, contribution and commitment of each
director standing for election or re-election and
concluded that each continues to contribute effectively
and has sufficient time available to discharge their
responsibilities. The biographies of each director,
including the skills, experience and qualifications relevant
to the Company’s success, are set out on pages 32 and
33. Bulbul Barrett joined the Board on 1 May 2025 and was
elected by shareholders at the AGM in June 2025. All other
directors standing for re-election held office throughout
the year under review.
John Adebiyi, who was appointed to the Board on
1 October 2025, is standing for election by shareholders
for the first time. He was previously a partner at Skadden,
Arps, Slate, Meagher & Flom LLP, where he worked in
international corporate finance, led the Hong Kong office
and founded and led the firm’s UK National Security and
Investment practice. He has extensive experience of
complex cross-border and domestic transactions and
is currently Chair of Impact X Capital Partners and a
non-executive director of Control Risks International
Limited. He previously worked at Credit Suisse Financial
Products and qualified as a solicitor with Freshfields.
Resolutions 9 and 10: Statutory auditors
Shareholders are required to re-appoint auditors at each
general meeting at which accounts are presented.
Resolution 9 proposes the re-appointment
of PricewaterhouseCoopers LLP (“PwC”) as the Company’s
auditors. The Board is pleased to ask shareholders to
re-appoint PwC as the Company’s auditors for what
would be their seventh year in office. Resolution 10 gives
the Audit Committee authority to determine
the remuneration of the auditors. See the Audit
Committee Report on pages 39 to 43 for the background
to the decision to recommend PwC for re-election.
Resolution 11: Approve dividend policy
The directors seek shareholder approval of the
Company’s policy of paying four quarterly interim
dividends each year.
Resolutions 12 and 13: Authority to issue new
shares and disapply pre‑emption rights
If the directors wish to issue new shares or sell shares from
treasury for cash, company law requires these shares be
offered first to existing shareholders in proportion to their
current holdings (known as ‘pre-emptive’ rights). At the
2025 AGM, the directors were granted authority either to
issue from treasury or to allot up to 12,130,983 ordinary
shares with a nominal value of £606,549 on a non-pre-
emptive basis. No shares have been issued under these
authorities, which will expire at the forthcoming AGM.
Resolutions 12 and 13 seek to renew the directors’
authority to allot new shares and to sell shares held in
treasury for cash on a non-pre-emptive basis up to an
aggregate nominal amount of £573,553 (or such other
amount as represents 10% of the issued share capital,
excluding shares held in treasury, at the date of the
passing of the resolutions).
The directors intend to use the authority to issue ordinary
shares only if they believe it to be advantageous to the
Company’s existing shareholders to do so. In particular,
shares, whether new shares or shares held in treasury,
will never be allotted or sold other than at a premium to
the net asset value per ordinary share. If renewed, these
authorities will expire at the earlier of the date falling
15 months after the passing of this resolution and the
conclusion of the AGM in 2027.
Notice of Annual General Meeting continued
88
The North American Income Trust plc Annual Report 2026
Explanation of resolutions continued
Resolution 14: Repurchase of the Company’s
ordinary shares
This resolution seeks authority for the Company to
make market purchases of its own ordinary shares for
cancellation or to be held in treasury, and is proposed
as a special resolution. Of the authority to repurchase up
to 18,184,344 shares granted at the 2025 AGM, 6,599,320
shares have been bought back, leaving 11,585,024 shares
available for repurchase under that authority.
If the resolution is passed, it will allow the Company
to purchase up to 17,195,106 of its ordinary shares,
representing 14.99% of the Company’s issued ordinary
share capital as at 21 April 2026, excluding shares held
in treasury. The directors believe that the ability of the
Company to purchase its own ordinary shares in the
market will potentially benefit all shareholders of the
Company, giving the Company more flexibility to manage
any discount and to help balance supply and demand.
The purchase of shares at a discount to the underlying
net asset value (NAV) would enhance the NAV per share
of the remaining shares. The Company will only sell shares
from treasury at prices greater than the prevailing NAV
per share at the date of issue.
The resolution specifies the minimum and maximum
prices which may be paid for any ordinary shares
purchased under this authority. The authority will expire
on the earlier of 15 months after the passing of this
resolution and the Company’s AGM that will be held in
2027. The directors will only exercise this authority where
they consider it to be in the best interests of shareholders
as a whole and where they expect the effect to be an
increase NAV per share.
Resolution 15: Notice of general meetings
The Board believes that it is in the best interests of
shareholders of the Company to have the ability to call
meetings on 14 clear days’ notice should a matter require
urgency. Under the Companies (Shareholders’ Rights)
Regulations 2009, companies are only able to opt for a
notice period of 14 days in respect of general meetings
other than AGMs if authorised annually by shareholders,
and if shareholders have the opportunity to vote at such
a meeting by electronic means.
The Board will therefore, as last year, propose a resolution
at the AGM to approve the reduction in the minimum
notice period from 21 clear days to 14 clear days for all
general meetings other than AGMs. The directors do
not intend to use the authority unless immediate action
is required.
Resolutions 16 and 17: Cancellation of share
premium account and capital redemption
reserve
Resolution 16 is a special resolution to cancel the entire
amount standing to the credit of the Company’s share
premium account (“Share Premium Account”). The
cancellation of the Share Premium Account is proposed to
be completed by means of a Court-approved capital
reduction (the “Capital Reduction”). The Share Premium
Account was created through the issuance of new
ordinary shares.
Resolution 17 is a special resolution to cancel the entire
amount standing to the credit of the Company’s capital
redemption reserve (“Capital Redemption Reserve”).
The cancellation of the Capital Redemption Reserve is
proposed to be completed by means of a Capital
Reduction. The Capital Redemption Reserve was created
through the buyback of ordinary shares.
Cancelling these two reserves will create more
distributable reserves and provide more flexibility for the
Company in how it might deploy its capital, particularly in
respect of share buyback or tender offers, both of which
require distributable reserves. If the special resolutions to
approve the Capital Reductions are not passed at the
AGM or Court approval is not obtained, the Capital
Reductions will not proceed. The directors also retain the
right not to proceed with either or both of the Capital
Reductions, at their sole discretion, in circumstances
where they consider that to do so would be inappropriate
or inadvisable or no longer in the best interests of
shareholders, including where any unforeseen event
arises or in circumstances where the Court imposes
conditions on the confirmation of the Capital Reductions
that are not satisfactory to the Company. In these
circumstances the distributable reserves intended to be
created by the Capital Reductions will not be available for
use by the Company for the purposes described above.
Notice of Annual General Meeting continued
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Additional
information
AGM Notice
Notes to the Notice of AGM
1. Voting record date
Only shareholders entered in the register of members of
the Company at close of business on 15 June 2026 (the
“voting record date”) are entitled to attend, speak and
vote at the AGM in respect of the number of voting rights
registered in their name at that time. Changes to entries
on the register of members after that time shall be
disregarded in determining the rights of any person to
attend, speak and vote at the AGM.
If the AGM is adjourned for no more than 48 hours after
the original time, the same voting record date will also
apply for the purpose of determining the entitlement of
members to attend, speak and vote (and for the purpose
of determining the number of votes they may cast) at
the adjourned meeting. If the AGM is adjourned for more
than 48 hours then the voting record date will be close
of business on the day which is two days (excluding non-
working days) before the day of the adjourned meeting
or, if the Company gives notice of the adjourned meeting,
at any time specified in that notice.
In the case of joint holders of a voting right, the vote of
the senior who tenders a vote shall be accepted to the
exclusion of the votes of the other joint holders and, for
this purpose, seniority shall be determined by the order in
which the names stand in the register of members in
respect of the joint holding.
2. Right to attend and vote
Holders of ordinary shares are entitled to attend, speak
and vote at the AGM or at any adjournment(s) thereof.
On a poll vote, each ordinary shareholder has one vote
for each share held. On a vote on a show of hands, each
ordinary shareholder or proxy has one vote.
If a proxy is appointed by more than one member and
all such members have instructed the proxy to vote in
the same way, the proxy will only be entitled on a show of
hands to vote ‘for’ or ‘against’ as applicable. If a proxy is
appointed by more than one member, but such members
have given different voting instructions, the proxy may on
a show of hands vote both ‘for’ and ‘against’ in order to
reflect the different voting instructions.
On a poll all or any of the voting rights of the members
may be exercised by one or more duly appointed proxies.
However, where a member appoints more than one proxy,
s285(4) Companies Act 2006 (the “Act”) does not
authorise the exercise by the proxies taken together of
more extensive voting rights than could be exercised by
the member in person.
3. Voting by corporate representation
Corporate representatives are entitled to attend and vote
on behalf of the corporate member in accordance with
s323 Companies Act 2006. Shareholders are invited to
send their letters of corporate representation in advance
of the AGM to itsecretariat@janushenderson.com.
4. Votes withheld
A vote withheld on any resolution is not a vote in law.
This means that the vote will not be counted in the
votes cast ‘for’ or ‘against’ the respective resolution.
5. Right to appoint proxies
Pursuant to s324 Companies Act 2006, a member entitled
to attend and vote at the AGM may appoint more than
one proxy, provided that each proxy is appointed to
exercise the rights attached to different shares held
by him or her. A proxy need not be a member of the
Company. A form of proxy has been sent to relevant
shareholders. The completion of the form of proxy or any
CREST proxy instruction (described below) will not
preclude a shareholder from attending and voting in
person at the meeting.
If you are an institutional investor you may be able to
appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and
approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io. Your
proxy must be lodged by 12.30 pm on 15 June 2026 in order
to be considered valid. Before you can appoint a proxy via
this process you will need to have agreed to Proxymity’s
associated terms and conditions. It is important that you
read these carefully as you will be bound by them and
they will govern the electronic appointment of your proxy.
6. Nominated persons
The right to appoint a proxy does not apply to persons
whose ordinary shares are held on their behalf by
another person and who have been nominated to receive
communications from the Company in accordance
with s146 Companies Act 2006 (“Nominated Persons”).
Nominated Persons may have a right under an agreement
with the member who holds the ordinary shares on their
behalf to be appointed (or to have someone else
appointed) as a proxy. Alternatively, if Nominated Persons
do not have such a right, or do not wish to exercise it, they
may have a right under such an agreement to give
instructions to the person holding the ordinary shares as to
the exercise of voting rights. Any statement of the rights of
shareholders in relation to the appointment of proxies
does not apply to Nominated Persons as these rights can
only be exercised by shareholders of the Company.
7. Receipt and termination of proxies
A form of proxy has been sent to relevant shareholders
and to be valid must be lodged with the Company’s
registrar, Computershare Investor Services PLC, before 12.30
pm on 15 June 2026.
A member may terminate a proxy’s authority at any time
before the commencement of the AGM. Termination must
be provided in writing and submitted to the Company’s
registrar. In accordance with the Company’s articles of
association, in determining the time for delivery of proxies,
no account shall be taken of any part of a day that is not
a working day.
Notice of Annual General Meeting continued
90
The North American Income Trust plc Annual Report 2026
Notes to the Notice of AGM continued
8. Electronic receipt of proxies
To appoint your proxy or give an instruction to a proxy
(whether previously appointed or otherwise) via the
CREST system, CREST messages must be received by the
Company’s agent (ID number 3RA50) no later than 12.30 pm
on 15 June 2026. For this purpose, the time of receipt will
be taken to be the time (as determined by the timestamp
generated by the CREST system) from which the issuer’s
agent is able to retrieve the message. The Company may
treat as invalid a proxy appointment sent by CREST in the
circumstances set out in Regulation 35(5)(a) of the
Uncertified Securities Regulations 2001.
Instructions on how to vote through CREST can be found
at www.euroclear.com.
9. Communication with the Company
Members may not use any electronic address provided
either in the Notice of AGM or any related documents to
communicate with the Company for any purpose other
than those expressly stated.
10. Questions at the AGM
S319A Companies Act 2006 requires the directors to
answer any question raised at the AGM which relates to
the business of the AGM, though no answer need be given:
a. if to do so would interfere unduly with the preparation
of the AGM or involve disclosure of confidential
information;
b. if the answer has already been given on the Company’s
website; or
c. if it is undesirable in the best interests of the Company
or the good order of the AGM that the question be
answered.
Shareholders are welcome to ask questions in advance of
the AGM by contacting the corporate secretary at
itsecretariat@janushenderson.com.
11. Members’ statement of audit concerns
Members satisfying the thresholds in s527 Companies Act
2006 can oblige the Company to publish a statement on
its website setting out any matter relating to:
a. the audit of the Company’s accounts (including the
auditors’ report and the conduct of the audit) that are
to be laid before the AGM; or
b. any circumstances connected with the auditors of the
Company ceasing to hold office since the last AGM,
that the members propose to raise at the AGM.
The Company cannot require the members requesting
the publication to pay its expenses. Any statement placed
on the website must also be sent to the Company’s
auditors no later than the time at which it makes its
statement available on the website. The business which
may be dealt with at the AGM includes any statement that
the Company has been required to publish on its website.
12. Members’ rights to require circulation of
resolutions and inclusion of matters at the AGM
In accordance with sections 338 and 338A of the
Companies Act 2006, members meeting the statutory
thresholds may require the Company to (i) circulate to
members a resolution intended to be moved at the
Annual General Meeting, and/or (ii) include a matter
(other than a proposed resolution) in the business of the
Annual General Meeting.
A valid request must be made by members representing
not less than 5% of the total voting rights of all members
entitled to vote at the meeting or by not fewer than 100
members holding shares on which an average sum of at
least £100 per member has been paid up. Requests must
be authenticated, may be submitted in hard copy or
electronic form, and must be received by the Company
no later than six clear weeks before the date of the
Annual General Meeting, or, if later, the date on which
notice of the meeting is given.
Any resolution or matter requested must be one that may
properly be moved or included under the Companies Act
2006 and must not be defamatory, frivolous or vexatious.
Requests should be sent to the Company Secretary at
201 Bishopsgate, London EC2M 3AE, or by email to
itsecretariat@janushenderson.com.
13. Total voting rights
As at 21 April 2026 (being the last practicable date prior to the
publication of this Notice) the Company’s issued share
capital consisted of 126,923,569 ordinary shares. The total
number of voting rights on that date was 114,710,516
(12,213,053) shares being held in treasury).
Each share carries one vote, other than those held in treasury.
14. Documents available for inspection
The directors’ letters of appointment may be inspected
at the registered office of the Company, 4 North St.
Andrew Street, Edinburgh EH2 1HJ, during normal business
hours on any business day and will be available at the
AGM venue from 15 minutes prior to its commencement
until its conclusion. No director has a contract of service
with the Company.
15. Website
The Company’s Annual Report, which contains this
Notice of AGM and these explanatory notes, is available
at www.northamericanincome.com.
16. Filming
By attending the AGM, shareholders acknowledge that the
meeting may be filmed and broadcast online.
Notice of Annual General Meeting continued
91
The North American Income Trust plc Annual Report 2026
Strategic report Governance
Financial
statements
Additional
information
AGM Notice
Corporate information
Registered office
4 North St. Andrew Street
Edinburgh EH2 1HJ
Service providers
Alternative investment fund manager
(“AIFM”)
Janus Henderson Fund Management UK Limited
201 Bishopsgate
London EC2M 3AE
Corporate secretary
Janus Henderson Secretarial Services UK Limited
201 Bishopsgate
London EC2M 3AE
Telephone: 020 7818 1818
Email: itsecretariat@janushenderson.com
Depositary and custodian
BNP Paribas SA, London Branch
10 Harewood Avenue
London NW1 6AA
Broker
Winterflood Securities Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: +44 (0)370 889 4084
Lines are open 8.30 am to 5.30 pm UK time,
Monday to Friday.
Email: WebCorres@computershare.co.uk
Investors with share certificates (i.e. not those with
a share plan or ISA) can check their holdings at
www.investorcentre.co.uk
Independent auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
Financial calendar
Annual results announced April 2026
Ex-dividend date 7 May 2026
Dividend record date 8 May 2026
Fourth interim dividend payable 27 May 2026
Annual General Meeting 17 June 2026
Half-year results announced September 2026
Information sources
For more information about The North American Income
Trust plc, visit:
www.northamericanincome.com
To sign up for expert insights about investment trusts,
updates from our Fund Managers as well as AGMs please
visit this page:
www.janushenderson.com/en-gb/uk-investment-trusts/
subscribe/
Follow Janus Henderson Investment Trusts, UK
on LinkedIn:
Investing
Shares can be purchased in the market via a stockbroker
or through share dealing platforms. They can also be held
through share plans, ISAs or pensions, and links to various
providers are included on the website.
Potential investors are reminded that the value of
investments and the income from them may go down
as well as up and investors may not get back the full
amount invested. Tax benefits may vary as a result
of statutory changes and their value will depend on
individual circumstances.
92
The North American Income Trust plc Annual Report 2026
JHI9229/2026
Telephone: 020 7818 1818
Email: itsecretariat@janushenderson.com
www.northamericanincome.com
The North American Income Trust plc is registered as an investment
company in Scotland.
Registered office
4 North St. Andrew Street
Edinburgh EH2 1HJ
SEDOL/ISIN number
Ordinary Shares:
BJ00Z303/GB00BJ00Z303
Companies House
registration number
SC005218
London Stock Exchange
(TIDM) Code
NAIT
Global Intermediary
Identification Number
(GIIN)
XYAARK.99999.SL.826
Legal Entity Identifier (LEI)
5493007GCUW7G2BKY360
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