[Letterhead of Brookfield High Income Fund Inc.]
August 11, 2014
Amy Miller
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: Brookfield High Income Fund Inc. (the “Fund”)
Registration Statement on Form N-14 (the “Registration Statement”)
File Nos. 333-195128 and 811-08795
Dear Ms. Miller:
On May 22, 2014, the Fund’s Registration Statement on Form N-14 relating to the proposed reorganization of each of Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc. and Helios Strategic Income Fund, Inc. into the Brookfield High Income Fund Inc. was declared effective. As communicated with you, the Fund has filed an Amendment to the Registration Statement solely to register additional shares of common stock.
Pursuant to Rule 461 under the Securities Act of 1933, the Fund hereby requests acceleration of the effective date of the Amendment to the Registration Statement so that such Registration Statement may be declared effective at 9:00 a.m. EST, on Monday, August 11, 2014, or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to Rachael Schwartz of Paul Hastings LLP at (212) 318-6275, and that such effectiveness also be confirmed in writing.
Very truly yours,
Brookfield High Income Fund Inc.
By: | /s/ Brian F. Hurley | |
| Name: | Brian F. Hurley | |
| Title: | President | |