UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21833
HELIOS MULTI-SECTOR HIGH INCOME FUND, INC.
(Exact name of registrant as specified in charter)
BROOKFIELD PLACE, 250 VESEY STREET, 15TH FLOOR
NEW YORK, NEW YORK 10281-1023
(Address of principal executive offices) (Zip code)
BRIAN F. HURLEY, PRESIDENT
HELIOS MULTI-SECTOR HIGH INCOME FUND, INC.
BROOKFIELD PLACE, 250 VESEY STREET, 15TH FLOOR
NEW YORK, NEW YORK 10281-1023
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-855-777-8001
Date of fiscal year end: March 31, 2014
Date of reporting period: March 31, 2014
Item 1. Reports to Shareholders.
Brookfield Investment Management
ANNUAL REPORT
Helios Advantage Income Fund, Inc.
Helios High Income Fund, Inc.
Helios Multi-Sector High Income Fund, Inc.
Helios Strategic Income Fund, Inc.
Brookfield Asset Management Inc. is a global alternative asset manager with over $190 billion in assets under management as of March 31, 2014. Brookfield has over a 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. The company offers a range of public and private investment products and services, which leverage its expertise and experience and provide it with a competitive advantage in the markets where it operates. On behalf of its clients, Brookfield is also an active investor in the public securities markets, where its experience extends over 30 years. Over this time, the company has successfully developed several investment operations and built expertise in the management of institutional portfolios, retail mutual funds, and structured product investments.
Brookfield’s public market activities are conducted by Brookfield Investment Management, a registered investment adviser. These activities complement Brookfield’s core competencies and include global listed real estate and infrastructure equities, corporate high yield investments, opportunistic credit strategies and a dedicated insurance asset management division. Headquartered in New York, NY, Brookfield Investment Management maintains offices and investment teams in Toronto, Chicago, Boston and London and has over $10 billion of assets under management as of March 31, 2014.
This report is for stockholder information. This is not a prospectus intended for use in the purchase or sale of Fund shares.
NOT FDIC INSURED | MAY LOSE VALUE | NOT BANK GUARANTEED |
© Copyright 2014. Brookfield Investment Management Inc.
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
Dear Stockholders,
I am pleased to provide the Annual Report for Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc. and Helios Strategic Income Fund, Inc. (each a “Fund” and, collectively, the “Funds”) for the fiscal year ended March 31, 2014.
The global investment landscape was shaped by several key trends over the last twelve months, as the positive catalyst of a generally improving economic environment was offset by concerns over rising interest rates. In particular, the U.S. economy gained further strength over the course of the period, driven by an improving labor market, an expansion in household net worth and continued recovery of both the residential and commercial property markets. This positive momentum led the U.S. Federal Reserve to begin tapering its asset purchase program late in 2013, in a move that had been widely discussed and debated in the marketplace for months. Indeed, anticipation of a tapering announcement weighed on investor sentiment for much of the year, leading to rising interest rates and capital market volatility. Fortunately, the Federal Reserve reiterated its commitment to maintaining a low interest rate environment for the foreseeable future and to providing sufficient support as needed. As a result, implementation of tapering appeared to reduce uncertainty surrounding U.S. monetary policy and provided an important vote of confidence in U.S. economic growth.
Notwithstanding these alternating periods of optimism and doubt, high yield corporate bonds produced attractive results, outperforming other fixed income alternatives. Capital flows were volatile, reflecting overall market sentiment, as significant redemptions during the second quarter of 2013 were offset by meaningful inflows during the latter half of the year. Importantly, credit conditions remained very strong and corporate liquidity remained high, with defaults at the lowest levels since 2007. Additionally, despite the availability of capital in the marketplace, re-risking activity has not exhibited any material acceleration.
Looking ahead, we anticipate a period of normalizing interest rates and economic growth. Importantly, we expect accommodative monetary policy to continue in the U.S. and across many developed markets, providing further support for the global economic recovery. While fixed income market performance may be challenged in a rising interest rate environment, we believe demand for higher-yielding investments will continue, particularly as rates remain low in a historical context and inflation remains muted. We maintain our belief that the high yield market represents value, as robust corporate cash flows, significant capital liquidity and credit discipline remain supportive of the market. We acknowledge potential challenges to future performance, including global geopolitical and macroeconomic risks as well as low nominal yields and above par pricing in the high yield market. However, yield spreads remain attractive and corporate earnings are generally positive, suggesting high yield bonds continue to offer a compelling source of current income.
Importantly, our experience suggests that a diversified portfolio of income producing corporate bonds with a conservative risk profile should support an attractive dividend stream. We continue to believe the Funds are well-positioned to generate sustainable yields over the course of an entire market cycle.
In addition to performance information, this report provides an overview of market conditions and a discussion of factors affecting the Funds’ investment performance, together with the Funds’ audited financial statements, including the schedules of investments as of March 31, 2014.
We welcome your questions and comments, and encourage you to contact our Investor Relations team at (855) 777-8001 or visit us at www.brookfieldim.com for more information. Thank you for your support.
Sincerely,
Brian F. Hurley
President
Helios Advantage Income Fund, Inc.
OBJECTIVE & STRATEGY
Helios Advantage Income Fund, Inc. seeks a high level of current income. The Fund seeks capital growth as a secondary investment objective when consistent with its primary investment objective. The Fund invests a majority of its total assets in below-investment grade debt securities that offer attractive yield and capital appreciation potential. The Fund also may invest in investment grade debt securities, up to 15% of its total assets in foreign debt and foreign equity securities and up to 25% of its total assets in domestic equity securities, including common and preferred stocks. The Fund invests in a wide range of below-investment grade debt securities, including corporate bonds, mortgage-backed and asset-backed securities, and municipal and foreign government obligations, as well as securities of companies in bankruptcy reorganization proceedings or otherwise in the process of debt restructuring. (Below-investment grade debt securities are rated Ba1 or lower by Moody’s Investors Service, Inc., BB+ or lower by Standard & Poor’s Ratings Group, comparably rated by another nationally recognized statistical rating organization or, if unrated, determined by the Fund’s investment advisor to be of comparable quality.) The Fund may use leverage through bank borrowings, reverse repurchase agreements or other transactions involving indebtedness or through the issuance of preferred shares. The Fund may leverage one third of its total assets (in each case including the amount borrowed.) The Fund may vary its use of leverage in response to changing market conditions.
Investment Risks: Investors in any bond fund should anticipate fluctuations in price. Bond prices and the value of bond funds decline as interest rates rise. Bonds with longer-term maturities generally are more vulnerable to interest rate risk than bonds with shorter-term maturities. Below-investment grade bonds involve greater credit risk, which is the risk that the issuer will not make interest or principal payments when due. An economic downturn or period of rising interest rates could adversely affect the ability of issuers, especially issuers of below-investment grade debt, to service primary obligations and an unanticipated default could cause the Fund to experience a reduction in value of its shares. The Fund’s investments in mortgage-backed or asset-backed securities that are “subordinated” to other interests in the same pool may increase credit risk to the extent that the Fund, as a holder of those securities, may only receive payments after the pool’s obligations to other investors have been satisfied. Below-investment grade bonds also are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher-rated debt securities. The value of U.S. and foreign equity securities in which the Fund invests will change based on changes in a company’s financial condition and in overall market and economic conditions. Leverage creates an opportunity for an increased return to common stockholders, but unless the income and capital appreciation, if any, on securities acquired with leverage proceeds exceed the costs of the leverage, the use of leverage will diminish the investment performance of the Fund’s shares. Use of leverage also may increase the likelihood that the net asset value of the Fund and market value of its common shares will be more volatile, and the yield and total return to common stockholders will tend to fluctuate more in response to changes in interest rates and creditworthiness.
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
For the fiscal year ended March 31, 2014, Helios Advantage Income Fund, Inc. (NYSE: HAV) had a total return based on net asset value of 12.91% and a total return based on market price of 12.49%, which assumes the reinvestment of dividends and is exclusive of brokerage commissions. Based on the NYSE closing price of $9.35 on March 31, 2014, the Fund’s shares had a dividend yield of 9.30%. The dividend yield is calculated as the annualized amount of the reporting period’s most recent monthly dividend declared divided by the stated stock price.
The Fund was overweight in Automotive, Basic Industry, Capital Goods, Gaming and Telecommunications. The Automotive overweight was the largest contributor to performance, due to strong security selection in Auto Parts bonds which benefitted from stronger production in North America and Europe. The Basic Industry sector had a slight drag on performance. The bonds of coal companies moved lower during the period due to price competition from cheap natural gas which is pressuring coal prices. The Capital Goods overweight was basically a market performer for the portfolio during the twelve months. The overweight position to the Gaming sector benefited from strong security selection, with all positions in that sector outperforming. In the Telecommunications sector, Frontier was the biggest driver of fund performance during the period.
2Brookfield Investment Management Inc.
Helios Advantage Income Fund, Inc.
The Fund was underweight in Banking, Financial Services, Technology and Utility. Since Banking underperformed the market, our lack of exposure contributed to relative performance. By contrast, the Financial Services sector outperformed the market, making our underweight serve as a slight detractor to performance. The Technology sector underperformed the market, making our underweight a contributor to performance. The return from the Utility sector was flat.
HIGH YIELD MARKET COMMENTARY
During the twelve-month period ending March 31, 2014, geopolitical and global macroeconomic concerns, as well as the possibility of higher interest rates, took center stage for high yield investors. Despite concerns about discord in the U.S. government, the greatest fear on investors’ minds was the prospect of the Federal Reserve reducing their bond buying stimulus program and the likelihood of resulting higher interest rates. Those fears were realized in May 2013 when the Chairman of the Federal Reserve told Congress that tapering was imminent. Investors panicked at the prospect of losing a large fixed income buyer and reacted by heavily redeeming fixed income mutual funds, especially exchange traded funds. Interest rates rose sharply, and most spread products, such as high yield, exhibited wider spreads. Calm returned in the third quarter when the Fed retreated and promised to continue buying bonds. Investors grew more confident about fixed income securities, and money resumed flowing into high yield mutual funds after record redemptions in the second quarter with investors enjoying higher levels of interest rates overall.
The high yield market returned 7.53% for the twelve-month period ending March 31, 2014, as measured by the BofA Merrill Lynch U.S. High Yield Master II Index. During the period, more equity-sensitive CCC-rated bonds returned 10.46%, fueled by the risk-on rally, measured by the CCC-rated portion of the BofA Merrill Lynch U.S. High Yield Master II Index. Investors drove markets higher in a search for yield as the 10-Year U.S. Treasury rate ended the period at 2.72%, 87 basis points higher than they were a year ago. The high yield spread ended the period at 370 basis points.
Lower rated names outperformed as is typical in a high yield rally. Higher rated names tend to be more interest rate sensitive, while lower rated names tend to be more correlated to the equity market. In general, investors were comfortable taking risks, resulting in outperformance by equities, CCC-rated bonds and European high yield bonds. Leveraged loans, which tend to be lower risk due to shorter duration and greater seniority, significantly underperformed high yield bonds.
Credit conditions positive despite signs of re-risking
Credit conditions remain very good, with the trailing twelve-month default rate declining to 0.6%1, the lowest since 2007. We believe defaults will remain low for the foreseeable future since we are seeing only modest re-risking on the part of high yield companies. The upgrade-to-downgrade ratio (as measured by bond rating agencies) continued to improve, ending the twelve-month period at 1.42. This suggests that credit is continuing to improve as measured by the rating agencies.
Our view is positively disposed toward credit. We continue to monitor credit trends and are seeing some signs of re-risking taking place, but are not seeing those trends accelerate. Lower-rated new issue volume as a percent of total issuance was 16.9% in the March 2014 quarter, which is down from 18.8%3 in 2013. Refinancing as a percent of new issue proceeds rose to 57%, from 56% last year4; refinancing tends to reduce credit risk by extending maturities. We also saw a reduction in the issuance of PIK/toggle bonds, which tend to be higher risk than cash pay bonds (since the issuer has the option to make some interest payments in bonds rather than cash.)
OUTLOOK
We believe the high yield bond market will continue to enjoy the fruits of solid credit fundamentals. The modest pace of economic growth over the past five years has, in many ways, been ideal for high yield bond investors. In many ways this is a “Goldilocks economy”, neither too hot nor too cold. Faster growth would have required companies to borrow to expand capacity. Slower growth might have pressured profits. The uncertainty surrounding
Helios Advantage Income Fund, Inc.
Fed policy, international growth, and international politics has kept corporate managements conservative and tempered the animal spirits which typically push leverage higher at this stage of the cycle.
Going forward, the potential risks for the high yield market are unforeseen events that may cause investors to become risk-averse. We anticipate headline risk to occur with a possible TXU bankruptcy filing. The recent risk-on rally has pushed spreads well below 400 basis points. While this remains generous by historical standards, overall yields, on the other hand, are very low by historical standards. Investors are increasingly willing to expose capital to credit, which is squeezing the potential return. Spreads are currently at a level where historically the high yield market has become more sensitive to rising interest rates if and when they materialize. We would caution that a sharp spike in Treasury yields could dampen returns as it did during the second quarter of 2013. With high yield returning 3%, as measured by the BofA Merrill Lynch U.S. High Yield Master II Index in the first quarter of 2014, we do not believe this pace of returns will continue in the near-term. We remain positively disposed toward high yield investments, but continue to caution that – like all risk assets – they remain vulnerable to investor sentiment and investors would be prudent to keep future expected returns roughly in line with current yields.
1 | J.P. Morgan, Default Monitor, April 1, 2014, page 2. |
2 | J.P. Morgan, Default Monitor, April 1, 2014, page 12. |
3 | J.P. Morgan, Default Monitor, April 1, 2014, page 13. |
4 | J.P. Morgan, High Yield Market Monitor, April 1, 2014, page 16. |
Forward-Looking Information
This management discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements that are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” “should,” “intend,” or similar terms or variations on those terms or the negative of those terms. Although we believe that the expectations contained in any forward-looking statement are based on reasonable assumptions, we can give no assurance that our expectations will be attained. We do not undertake, and specifically disclaim any obligation, to publicly release any update or supplement to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Disclosure
The Fund’s portfolio holdings are subject to change without notice. The mention of specific securities is not a recommendation or solicitation for any person to buy, sell or hold any particular security. There is no assurance that the Fund currently holds these securities.
The Fund may utilize leverage to seek to enhance the yield and net asset value of its common stock, through bank borrowings, issuance of short-term debt securities or shares of preferred stock, or a combination thereof. However, these objectives cannot be achieved in all interest rate environments. While leverage may result in a higher yield for the Fund, the use of leverage involves risk, including the potential for higher volatility of the NAV, fluctuations of dividends and other distributions paid by the Fund and the market price of the Fund’s common stock, among others. Certain funds may invest assets in securities of issuers domiciled outside the United States, including issuers from emerging markets. Foreign investing involves special risks, including foreign currency risk and the possibility of substantial volatility due to adverse political, economic or other developments.
This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the case, of the results obtained from the use of such content.
4Brookfield Investment Management Inc.
Helios Advantage Income Fund, Inc.
THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.
Performance data quoted represents past performance results and does not guarantee future results. Current performance may be lower or higher than the performance data quoted.
These views represent the opinions of Brookfield Investment Management Inc. and are not intended to predict or depict the performance of any investment. These views are as of the close of business on March 31, 2014 and subject to change based on subsequent developments.
Helios Advantage Income Fund, Inc.
Portfolio Characteristics (Unaudited)
March 31, 2014
PORTFOLIO STATISTICS | |
Annualized dividend yield1 | 9.30% |
Weighted average coupon | 7.49% |
Weighted average life | 4.26 years |
Percentage of leveraged assets | 24.61% |
Total number of holdings | 135 |
CREDIT QUALITY2 | |
BBB | 1.5% |
BB | 16.9% |
B | 48.2% |
CCC | 24.1% |
Unrated | 7.1% |
Cash | 2.2% |
Total | 100.0% |
ASSET ALLOCATION | |
Residential Mortgage Related Holdings | 3.5% |
Corporate Bonds | 122.5% |
Term Loans | 3.5% |
Common Stocks | 2.4% |
Warrants | 0.5% |
Liabilities in Excess of Other Assets | (32.4)% |
Total | 100.0% |
1 | Dividends may include net investment income, capital gains and/or return of capital. The dividend yield referenced above is calculated as the annualized amount of the most recent monthly dividend declared divided by March 31, 2014 stock price. |
2 | Includes only invested assets and cash. |
6Brookfield Investment Management Inc.
Helios Advantage Income Fund, Inc.
Schedule of Investments
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
RESIDENTIAL MORTGAGE RELATED HOLDINGS – 3.5%
|
Non-Agency Mortgage-Backed Securities – 3.5% |
Alternative Loan Trust |
Series 2007-OA3, Class 1A1 1
| 0.29% | 04/25/47 | $ 531 | $ 444,853 |
Home Equity Asset Trust |
Series 2006-7, Class 2A3 1,2
| 0.30 | 01/25/37 | 552 | 371,185 |
Nomura Resecuritization Trust |
Series 2014-1R, Class 2A6 1,3,4
| 0.00 | 02/25/37 | 363 | — |
Series 2014-1R, Class 2A11 1,3,4
| 0.34 | 02/25/37 | 1,205 | 533,213 |
Securitized Asset Backed Receivables LLC |
Series 2007-BR4, Class A2B 1,2,5
| 0.35 | 05/25/37 | 610 | 371,951 |
Series 2007-BR3, Class A2B 1,2,5
| 0.37 | 04/25/37 | 800 | 491,366 |
Total Non-Agency Mortgage-Backed Securities | | | | 2,212,568 |
Total RESIDENTIAL MORTGAGE RELATED HOLDINGS
(Cost $2,209,330)
| | | | 2,212,568 |
CORPORATE BONDS – 122.5%
|
Automotive – 6.8% |
American Axle & Manufacturing, Inc. 6
| 6.25 | 03/15/21 | 1,025 | 1,091,625 |
Chrysler Group LLC 6
| 8.25 | 06/15/21 | 800 | 905,000 |
Ford Motor Co. 6
| 6.50 | 08/01/18 | 650 | 747,594 |
Jaguar Land Rover Automotive PLC 3,4,7
| 8.13 | 05/15/21 | 575 | 652,625 |
Motors Liquidation Co. 8,9
| 8.38 | 07/15/33 | 1,750 | 175 |
Servus Luxembourg Holding SCA 3,4,7
| 7.75 | 06/15/18 | 600 | 882,472 |
Total Automotive | | | | 4,279,491 |
Banking – 0.7% |
Bilbao Luxembourg SA 7,10
| 10.50 | 12/01/18 | 300 | 427,763 |
Basic Industry – 19.2% |
Alpha Natural Resources, Inc. 6
| 6.25 | 06/01/21 | 900 | 677,250 |
Arch Coal, Inc. 6
| 7.25 | 06/15/21 | 1,400 | 1,057,000 |
Associated Materials LLC 6
| 9.13 | 11/01/17 | 775 | 815,686 |
Building Materials Corporation of America 3,4
| 6.75 | 05/01/21 | 375 | 406,875 |
Cascades, Inc. 7
| 7.75 | 12/15/17 | 275 | 286,687 |
Cascades, Inc. 7
| 7.88 | 01/15/20 | 500 | 535,000 |
FMG Resources August 2006 Property Ltd. 3,4,7
| 6.88 | 04/01/22 | 500 | 538,750 |
Hexion US Finance Corp. 6
| 9.00 | 11/15/20 | 1,000 | 990,000 |
Huntsman International LLC 6
| 8.63 | 03/15/21 | 1,000 | 1,120,000 |
INEOS Group Holdings SA 3,4,6,7
| 6.13 | 08/15/18 | 875 | 907,813 |
Masonite International Corp. 3,4,6,7
| 8.25 | 04/15/21 | 775 | 855,406 |
Millar Western Forest Products Ltd. 7
| 8.50 | 04/01/21 | 200 | 210,500 |
Steel Dynamics, Inc.
| 7.63 | 03/15/20 | 425 | 460,062 |
Tembec Industries, Inc. 6,7
| 11.25 | 12/15/18 | 775 | 846,688 |
Trinseo Materials Operating SCA 7
| 8.75 | 02/01/19 | 650 | 697,938 |
USG Corp. 6
| 9.75 | 01/15/18 | 800 | 966,000 |
Xerium Technologies, Inc.
| 8.88 | 06/15/18 | 650 | 693,875 |
Total Basic Industry | | | | 12,065,530 |
Capital Goods – 9.6% |
AAR Corp.
| 7.25 | 01/15/22 | 425 | 460,063 |
See Notes to Financial Statements.
Helios Advantage Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Ardagh Packaging Finance PLC 3,4,6,7
| 6.75% | 01/31/21 | $ 825 | $ 862,125 |
Berry Plastics Corp. 6
| 9.50 | 05/15/18 | 775 | 819,562 |
Crown Cork & Seal Company, Inc. 6
| 7.38 | 12/15/26 | 975 | 1,082,250 |
Mueller Water Products, Inc. 6
| 7.38 | 06/01/17 | 775 | 792,437 |
Reynolds Group Issuer, Inc. 6
| 9.00 | 04/15/19 | 775 | 829,250 |
Tekni-Plex, Inc. 3,4
| 9.75 | 06/01/19 | 308 | 349,580 |
Terex Corp.
| 6.00 | 05/15/21 | 500 | 535,000 |
Terex Corp.
| 6.50 | 04/01/20 | 300 | 326,250 |
Total Capital Goods | | | | 6,056,517 |
Consumer Cyclical – 8.4% |
ACCO Brands Corp. 6
| 6.75 | 04/30/20 | 800 | 821,000 |
DineEquity, Inc. 6
| 9.50 | 10/30/18 | 750 | 817,500 |
Levi Strauss & Co. 6
| 7.63 | 05/15/20 | 750 | 814,687 |
Limited Brands, Inc.
| 7.60 | 07/15/37 | 475 | 505,875 |
Limited Brands, Inc.
| 8.50 | 06/15/19 | 300 | 363,000 |
New Albertsons, Inc.
| 7.75 | 06/15/26 | 750 | 615,000 |
Roundy's Supermarkets, Inc. 3,4
| 10.25 | 12/15/20 | 800 | 852,000 |
Sally Holdings LLC
| 6.88 | 11/15/19 | 475 | 520,125 |
Total Consumer Cyclical | | | | 5,309,187 |
Consumer Non-Cyclical – 4.3% |
C&S Group Enterprises LLC 3,4
| 8.38 | 05/01/17 | 633 | 661,485 |
Easton-Bell Sports, Inc. 6
| 9.75 | 12/01/16 | 650 | 684,950 |
Jarden Corp. 6
| 7.50 | 05/01/17 | 500 | 575,625 |
Post Holdings, Inc.
| 7.38 | 02/15/22 | 750 | 806,250 |
Total Consumer Non-Cyclical | | | | 2,728,310 |
Energy – 17.1% |
AmeriGas Partners LP
| 7.00 | 05/20/22 | 400 | 437,000 |
Atlas Pipeline Partners LP 6
| 5.88 | 08/01/23 | 900 | 888,750 |
BreitBurn Energy Partners LP 6
| 8.63 | 10/15/20 | 775 | 847,656 |
Calfrac Holdings LP 3,4,6
| 7.50 | 12/01/20 | 825 | 866,250 |
EV Energy Partners LP 6
| 8.00 | 04/15/19 | 775 | 802,125 |
Hilcorp Energy I LP 3,4
| 8.00 | 02/15/20 | 550 | 595,375 |
Key Energy Services, Inc.
| 6.75 | 03/01/21 | 500 | 525,625 |
Linn Energy LLC 6
| 8.63 | 04/15/20 | 800 | 869,000 |
Pioneer Natural Resources Co.
| 6.65 | 03/15/17 | 500 | 569,069 |
Precision Drilling Corp. 6,7
| 6.63 | 11/15/20 | 750 | 802,500 |
RKI Exploration & Production LLC 3,4
| 8.50 | 08/01/21 | 550 | 594,000 |
Thunderbird Resource Equity I 9
| 11.00 | 12/01/17 | 292 | 257,009 |
Trinidad Drilling Ltd. 3,4,6,7
| 7.88 | 01/15/19 | 760 | 813,200 |
Venoco, Inc. 6
| 8.88 | 02/15/19 | 750 | 757,500 |
W&T Offshore, Inc.
| 8.50 | 06/15/19 | 255 | 275,400 |
Total Energy | | | | 9,900,459 |
Finance & Investment – 1.4% |
Numericable Finance & Company SCA 7
| 12.38 | 02/15/19 | 341 | 577,667 |
Puma International Financing SA 3,4,7
| 6.75 | 02/01/21 | 300 | 303,750 |
Total Finance & Investment | | | | 881,417 |
See Notes to Financial Statements.
8Brookfield Investment Management Inc.
Helios Advantage Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Healthcare – 9.4% |
CHS/Community Health Systems, Inc. 6
| 7.13% | 07/15/20 | $ 825 | $ 895,125 |
DJO Finance LLC
| 9.88 | 04/15/18 | 575 | 626,750 |
HCA, Inc. 6
| 8.00 | 10/01/18 | 775 | 918,375 |
inVentiv Health, Inc. 3,4
| 11.00 | 08/15/18 | 300 | 276,750 |
Jaguar Holding Company II 3,4,6
| 9.50 | 12/01/19 | 775 | 862,188 |
Kindred Healthcare, Inc. 3,4
| 6.38 | 04/15/22 | 850 | 852,125 |
Kindred Healthcare, Inc. 6
| 8.25 | 06/01/19 | 800 | 857,000 |
Polymer Group, Inc. 6
| 7.75 | 02/01/19 | 750 | 802,500 |
Service Corporation International 6
| 6.75 | 04/01/16 | 600 | 652,500 |
Total Healthcare | | | | 6,743,313 |
Media – 9.0% |
Cablevision Systems Corp. 6
| 8.63 | 09/15/17 | 800 | 950,000 |
CCO Holdings LLC 6
| 8.13 | 04/30/20 | 975 | 1,067,625 |
Cenveo Corp. 6
| 8.88 | 02/01/18 | 825 | 841,500 |
Clear Channel Communications, Inc. 6
| 9.00 | 03/01/21 | 800 | 835,000 |
Cumulus Media Holdings, Inc. 6
| 7.75 | 05/01/19 | 800 | 852,000 |
Mediacom LLC 6
| 9.13 | 08/15/19 | 775 | 829,250 |
National CineMedia LLC
| 6.00 | 04/15/22 | 275 | 290,125 |
Total Media | | | | 5,665,500 |
Real Estate – 1.3% |
Realogy Corp. 3,4,6
| 7.88 | 02/15/19 | 775 | 836,031 |
Services – 19.0% |
Avis Budget Car Rental LLC
| 5.50 | 04/01/23 | 400 | 403,000 |
Avis Budget Car Rental LLC 6
| 8.25 | 01/15/19 | 775 | 831,187 |
Boyd Gaming Corp. 6
| 9.00 | 07/01/20 | 800 | 885,000 |
Casella Waste Systems, Inc. 6
| 7.75 | 02/15/19 | 1,000 | 1,037,500 |
Chester Downs & Marina LLC 3,4,6
| 9.25 | 02/01/20 | 850 | 845,750 |
GLP Capital LP 3,4
| 5.38 | 11/01/23 | 650 | 667,875 |
Iron Mountain, Inc.
| 6.00 | 08/15/23 | 625 | 664,063 |
Iron Mountain, Inc.
| 8.38 | 08/15/21 | 325 | 344,500 |
Isle of Capri Casinos, Inc.
| 5.88 | 03/15/21 | 500 | 507,500 |
Jurassic Holdings III, Inc. 3,4
| 6.88 | 02/15/21 | 100 | 103,000 |
KM Germany Holdings GmbH 7
| 8.75 | 12/15/20 | 350 | 540,119 |
MGM Resorts International 6
| 7.63 | 01/15/17 | 775 | 884,469 |
MTR Gaming Group, Inc. 6
| 11.50 | 08/01/19 | 803 | 907,362 |
Palace Entertainment Holdings LLC 3,4,6
| 8.88 | 04/15/17 | 775 | 804,062 |
PulteGroup, Inc. 6
| 6.38 | 05/15/33 | 750 | 735,000 |
RPG Byty, s.r.o 7
| 6.75 | 05/01/20 | 300 | 421,563 |
Sotheby's 3,4
| 5.25 | 10/01/22 | 400 | 391,000 |
United Rentals North America, Inc.
| 7.63 | 04/15/22 | 425 | 476,531 |
United Rentals North America, Inc.
| 8.25 | 02/01/21 | 450 | 503,438 |
Total Services | | | | 11,952,919 |
Technology & Electronics – 3.2% |
First Data Corp. 6
| 11.25 | 01/15/21 | 1,000 | 1,141,250 |
See Notes to Financial Statements.
Helios Advantage Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Freescale Semiconductor, Inc. 6
| 8.05% | 02/01/20 | $ 397 | $ 436,204 |
ION Geophysical Corp. 3,4
| 8.13 | 05/15/18 | 450 | 423,000 |
Total Technology & Electronics | | | | 2,000,454 |
Telecommunications – 13.1% |
CenturyLink, Inc. 6
| 7.65 | 03/15/42 | 800 | 755,000 |
Cincinnati Bell, Inc. 6
| 8.75 | 03/15/18 | 825 | 863,156 |
CyrusOne LP
| 6.38 | 11/15/22 | 225 | 237,375 |
Fairpoint Communications, Inc. 3,4
| 8.75 | 08/15/19 | 500 | 535,000 |
Frontier Communications Corp.
| 7.13 | 03/15/19 | 1,300 | 1,439,750 |
Intelsat Luxembourg SA 3,4,6,7
| 7.75 | 06/01/21 | 800 | 842,000 |
Level 3 Communications, Inc. 6
| 8.88 | 06/01/19 | 800 | 879,000 |
Level 3 Financing, Inc. 3,4
| 6.13 | 01/15/21 | 200 | 211,000 |
PAETEC Holding Corp.
| 9.88 | 12/01/18 | 500 | 548,750 |
Qwest Capital Funding, Inc.
| 6.88 | 07/15/28 | 225 | 214,875 |
T-Mobile USA, Inc. 6
| 6.63 | 04/01/23 | 825 | 874,500 |
Windstream Corp. 6
| 7.50 | 06/01/22 | 800 | 844,000 |
Total Telecommunications | | | | 8,244,406 |
Total CORPORATE BONDS
(Cost $72,674,728)
| | | | 77,091,297 |
TERM LOANS – 3.5%
|
Albertson, Inc. 1,4
| 4.75 | 03/21/19 | 298 | 299,490 |
Fairpoint Communications, Inc. 1,4
| 7.50 | 02/14/19 | 446 | 459,106 |
Four Seasons Holdings, Inc. 1,4
| 6.25 | 12/13/20 | 375 | 380,156 |
inVentiv Health, Inc. 1,4
| 7.50 | 08/04/16 | 575 | 574,425 |
Roundy's Supermarkets, Inc. 1,4
| 5.75 | 02/21/21 | 225 | 225,094 |
Texas Competitive Electric Holdings Company LLC 1,4
| 4.74 | 10/10/17 | 42 | 29,958 |
Texas Competitive Electric Holdings Company LLC 1,4
| 4.74 | 10/10/17 | 292 | 210,449 |
Total TERM LOANS
(Cost $2,185,599)
| | | | 2,178,678 |
| | | Shares | Value (Note 2) |
COMMON STOCKS – 2.4%
|
Automotive – 0.3% |
Ford Motor Co.
| | | 14,000 | 218,400 |
Capital Goods – 0.3% |
General Electric Co.
| | | 8,500 | 220,065 |
Services – 0.2% |
Iron Mountain, Inc.
| | | 5,650 | 155,770 |
Telecommunications – 1.6% |
AT&T, Inc.
| | | 6,430 | 225,500 |
CenturyLink, Inc.
| | | 6,360 | 208,863 |
See Notes to Financial Statements.
10Brookfield Investment Management Inc.
Helios Advantage Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| | | Shares | Value (Note 2) |
COMMON STOCKS (continued)
|
Frontier Communications Corp. 6
| | | 89,559 | $ 510,486 |
Windstream Holdings, Inc.
| | | 11,050 | 91,052 |
Total Telecommunications | | | | 1,035,901 |
Total COMMON STOCKS
(Cost $1,553,455)
| | | | 1,630,136 |
WARRANTS – 0.5%
|
Automotive – 0.5% |
General Motors Financial Company, Inc. 11 Expiration: July 2016
Exercise Price: $10.00
| | | 7,393 | 183,642 |
General Motors Financial Company, Inc. 11 Expiration: July 2019
Exercise Price: $18.33
| | | 7,393 | 128,712 |
Total Automotive | | | | 312,354 |
Total WARRANTS
(Cost $432,026)
| | | | 312,354 |
Total Investments – 132.4%
(Cost $79,055,138)
| | | | 83,425,033 |
Liabilities in Excess of Other Assets – (32.4)%
| | | | (20,406,958) |
TOTAL NET ASSETS – 100.0%
| | | | $ 63,018,075 |
The following notes should be read in conjunction with the accompanying Schedule of Investments. |
1 | — Variable rate security – Interest rate shown is the rate in effect as of March 31, 2014. | |
2 | — Investment in subprime security. As of March 31, 2014, the total value of all such securities was $1,234,502 or 2.0% of net assets. | |
3 | — Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold in transactions exempt from registration, normally to qualified institutional buyers. As of March 31, 2014, the total value of all such securities was $18,324,700 or 29.1% of net assets. | |
4 | — Private Placement. | |
5 | — Security is a “step up” bond where the coupon increases or steps up at a predetermined date. At that date, the coupon increases to LIBOR plus a predetermined margin. | |
6 | — All or a portion of the principal amount is pledged as collateral for credit facility. | |
7 | — Foreign security or a U.S. security of a foreign company. | |
8 | — Security fair valued in good faith pursuant to the fair value procedures adopted by the Board of Directors. As of March 31, 2014, the total value of all such securities was $175 or 0.0% of net assets. | |
9 | — Issuer is currently in default on its regularly scheduled interest payment. | |
10 | — Payment in kind security. | |
11 | — Non-income producing security. | |
See Notes to Financial Statements.
Helios High Income Fund, Inc.
OBJECTIVE & STRATEGY
Helios High Income Fund, Inc. seeks a high level of current income. The Fund seeks capital growth as a secondary investment objective when consistent with its primary investment objective. The Fund invests a majority of its total assets in below-investment grade debt securities that offer attractive yield and capital appreciation potential. The Fund also may invest in investment grade debt securities, up to 15% of its total assets in foreign debt and foreign equity securities and up to 25% of its total assets in domestic equity securities, including common and preferred stocks. The Fund invests in a wide range of below-investment grade debt securities, including corporate bonds, mortgage-backed and asset-backed securities, and municipal and foreign government obligations, as well as securities of companies in bankruptcy reorganization proceedings or otherwise in the process of debt restructuring. (Below-investment grade debt securities are rated Ba1 or lower by Moody’s Investors Service, Inc., BB+ or lower by Standard & Poor’s Ratings Group, comparably rated by another nationally recognized statistical rating organization or, if unrated, determined by the Fund’s investment advisor to be of comparable quality.) The Fund may use leverage through bank borrowings, reverse repurchase agreements or other transactions involving indebtedness or through the issuance of preferred shares. The Fund may leverage one third of its total assets (in each case including the amount borrowed.) The Fund may vary its use of leverage in response to changing market conditions.
Investment Risks: Investors in any bond fund should anticipate fluctuations in price. Bond prices and the value of bond funds decline as interest rates rise. Bonds with longer-term maturities generally are more vulnerable to interest rate risk than bonds with shorter-term maturities. Below-investment grade bonds involve greater credit risk, which is the risk that the issuer will not make interest or principal payments when due. An economic downturn or period of rising interest rates could adversely affect the ability of issuers, especially issuers of below-investment grade debt, to service primary obligations and an unanticipated default could cause the Fund to experience a reduction in value of its shares. The Fund’s investments in mortgage-backed or asset-backed securities that are “subordinated” to other interests in the same pool may increase credit risk to the extent that the Fund, as a holder of those securities, may only receive payments after the pool’s obligations to other investors have been satisfied. Below-investment grade bonds also are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher-rated debt securities. The value of U.S. and foreign equity securities in which the Fund invests will change based on changes in a company’s financial condition and in overall market and economic conditions. Leverage creates an opportunity for an increased return to common stockholders, but unless the income and capital appreciation, if any, on securities acquired with leverage proceeds exceed the costs of the leverage, the use of leverage will diminish the investment performance of the Fund’s shares. Use of leverage also may increase the likelihood that the net asset value of the Fund and market value of its common shares will be more volatile, and the yield and total return to common stockholders will tend to fluctuate more in response to changes in interest rates and creditworthiness.
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
For the fiscal year ended March 31, 2014, Helios High Income Fund, Inc. (NYSE: HIH) had a total return based on net asset value of 12.37% and a total return based on market price of 7.52%, which assumes the reinvestment of dividends and is exclusive of brokerage commissions. Based on the NYSE closing price of $8.63 on March 31, 2014, the Fund’s shares had a dividend yield of 9.04%. The dividend yield is calculated as the annualized amount of the reporting period’s most recent monthly dividend declared divided by the stated stock price.
The Fund was overweight in Automotive, Basic Industry, Capital Goods and Telecommunications. The Automotive overweight added to performance, especially due to strong security selection in Auto Parts bonds which benefitted from stronger production in North America and Europe. The Basic Industry sector had a slight drag on performance. The bonds of coal companies moved lower during the period due to price competition from cheap natural gas which is pressuring coal prices. The Capital Goods overweight was basically a market performer for the portfolio during the twelve months. In the Telecommunications sector, Frontier was the biggest driver of fund performance during the period.
The Fund was underweight in Banking, Financial Services, Technology and Utility. Since Banking underperformed
12Brookfield Investment Management Inc.
Helios High Income Fund, Inc.
the market, our lack of exposure contributed to relative performance. By contrast, the Financial Services sector outperformed the market, making our underweight serve as a slight detractor to performance. The Technology sector underperformed the market, making our underweight a contributor to performance. The return from the Utility sector was flat.
HIGH YIELD MARKET COMMENTARY
During the twelve-month period ending March 31, 2014, geopolitical and global macroeconomic concerns, as well as the possibility of higher interest rates, took center stage for high yield investors. Despite concerns about discord in the U.S. government, the greatest fear on investors’ minds was the prospect of the Federal Reserve reducing their bond buying stimulus program and the likelihood of resulting higher interest rates. Those fears were realized in May 2013 when the Chairman of the Federal Reserve told Congress that tapering was imminent. Investors panicked at the prospect of losing a large fixed income buyer and reacted by heavily redeeming fixed income mutual funds, especially exchange traded funds. Interest rates rose sharply, and most spread products, such as high yield, exhibited wider spreads. Calm returned in the third quarter when the Fed retreated and promised to continue buying bonds. Investors grew more confident about fixed income securities, and money resumed flowing into high yield mutual funds after record redemptions in the second quarter with investors enjoying higher levels of interest rates overall.
The high yield market returned 7.53% for the twelve-month period ending March 31, 2014, as measured by the BofA Merrill Lynch U.S. High Yield Master II Index. During the period, more equity-sensitive CCC-rated bonds returned 10.46%, fueled by the risk-on rally, measured by the CCC-rated portion of the BofA Merrill Lynch U.S. High Yield Master II Index. Investors drove markets higher in a search for yield as the 10-Year U.S. Treasury rate ended the period at 2.72%, 87 basis points higher than they were a year ago. The high yield spread ended the period at 370 basis points.
Lower rated names outperformed as is typical in a high yield rally. Higher rated names tend to be more interest rate sensitive, while lower rated names tend to be more correlated to the equity market. In general, investors were comfortable taking risks, resulting in outperformance by equities, CCC-rated bonds and European high yield bonds. Leveraged loans, which tend to be lower risk due to shorter duration and greater seniority, significantly underperformed high yield bonds.
Credit conditions positive despite signs of re-risking
Credit conditions remain very good, with the trailing twelve-month default rate declining to 0.6%1, the lowest since 2007. We believe defaults will remain low for the foreseeable future since we are seeing only modest re-risking on the part of high yield companies. The upgrade-to-downgrade ratio (as measured by bond rating agencies) continued to improve, ending the twelve-month period at 1.42. This suggests that credit is continuing to improve as measured by the rating agencies.
Our view is positively disposed toward credit. We continue to monitor credit trends and are seeing some signs of re-risking taking place, but are not seeing those trends accelerate. Lower-rated new issue volume as a percent of total issuance was 16.9% in the March 2014 quarter, which is down from 18.8%3 in 2013. Refinancing as a percent of new issue proceeds rose to 57%, from 56% last year4; refinancing tends to reduce credit risk by extending maturities. We also saw a reduction in the issuance of PIK/toggle bonds, which tend to be higher risk than cash pay bonds (since the issuer has the option to make some interest payments in bonds rather than cash.)
OUTLOOK
We believe the high yield bond market will continue to enjoy the fruits of solid credit fundamentals. The modest pace of economic growth over the past five years has, in many ways, been ideal for high yield bond investors. In many ways this is a “Goldilocks economy”, neither too hot nor too cold. Faster growth would have required companies to borrow to expand capacity. Slower growth might have pressured profits. The uncertainty surrounding
Helios High Income Fund, Inc.
Fed policy, international growth, and international politics has kept corporate managements conservative and tempered the animal spirits which typically push leverage higher at this stage of the cycle.
Going forward, the potential risks for the high yield market are unforeseen events that may cause investors to become risk-averse. We anticipate headline risk to occur with a possible TXU bankruptcy filing. The recent risk-on rally has pushed spreads well below 400 basis points. While this remains generous by historical standards, overall yields, on the other hand, are very low by historical standards. Investors are increasingly willing to expose capital to credit, which is squeezing the potential return. Spreads are currently at a level where historically the high yield market has become more sensitive to rising interest rates if and when they materialize. We would caution that a sharp spike in Treasury yields could dampen returns as it did during the second quarter of 2013. With high yield returning 3%, as measured by the BofA Merrill Lynch U.S. High Yield Master II Index in the first quarter of 2014, we do not believe this pace of returns will continue in the near-term. We remain positively disposed toward high yield investments, but continue to caution that – like all risk assets – they remain vulnerable to investor sentiment and investors would be prudent to keep future expected returns roughly in line with current yields.
1 | J.P. Morgan, Default Monitor, April 1, 2014, page 2. |
2 | J.P. Morgan, Default Monitor, April 1, 2014, page 12. |
3 | J.P. Morgan, Default Monitor, April 1, 2014, page 13. |
4 | J.P. Morgan, High Yield Market Monitor, April 1, 2014, page 16. |
Forward-Looking Information
This management discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements that are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” “should,” “intend,” or similar terms or variations on those terms or the negative of those terms. Although we believe that the expectations contained in any forward-looking statement are based on reasonable assumptions, we can give no assurance that our expectations will be attained. We do not undertake, and specifically disclaim any obligation, to publicly release any update or supplement to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Disclosure
The Fund’s portfolio holdings are subject to change without notice. The mention of specific securities is not a recommendation or solicitation for any person to buy, sell or hold any particular security. There is no assurance that the Fund currently holds these securities.
The Fund may utilize leverage to seek to enhance the yield and net asset value of its common stock, through bank borrowings, issuance of short-term debt securities or shares of preferred stock, or a combination thereof. However, these objectives cannot be achieved in all interest rate environments. While leverage may result in a higher yield for the Fund, the use of leverage involves risk, including the potential for higher volatility of the NAV, fluctuations of dividends and other distributions paid by the Fund and the market price of the Fund’s common stock, among others. Certain funds may invest assets in securities of issuers domiciled outside the United States, including issuers from emerging markets. Foreign investing involves special risks, including foreign currency risk and the possibility of substantial volatility due to adverse political, economic or other developments.
This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the case, of the results obtained from the use of such content.
14Brookfield Investment Management Inc.
Helios High Income Fund, Inc.
THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.
Performance data quoted represents past performance results and does not guarantee future results. Current performance may be lower or higher than the performance data quoted.
These views represent the opinions of Brookfield Investment Management Inc. and are not intended to predict or depict the performance of any investment. These views are as of the close of business on March 31, 2014 and subject to change based on subsequent developments.
Helios High Income Fund, Inc.
Portfolio Characteristics (Unaudited)
March 31, 2014
PORTFOLIO STATISTICS | |
Annualized dividend yield1 | 9.04% |
Weighted average coupon | 7.50% |
Weighted average life | 4.15 years |
Percentage of leveraged assets | 26.66% |
Total number of holdings | 133 |
CREDIT QUALITY2 | |
BBB | 2.6% |
BB | 15.0% |
B | 48.2% |
CCC | 24.8% |
Unrated | 7.1% |
Cash | 2.3% |
Total | 100.0% |
ASSET ALLOCATION | |
Residential Mortgage Related Holdings | 3.6% |
Corporate Bonds | 125.0% |
Term Loans | 3.6% |
Common Stocks | 2.7% |
Warrants | 0.5% |
Liabilities in Excess of Other Assets | (35.4)% |
Total | 100.0% |
1 | Dividends may include net investment income, capital gains and/or return of capital. The dividend yield referenced above is calculated as the annualized amount of the most recent monthly dividend declared divided by March 31, 2014 stock price. |
2 | Includes only invested assets and cash. |
16Brookfield Investment Management Inc.
Helios High Income Fund, Inc.
Schedule of Investments
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
RESIDENTIAL MORTGAGE RELATED HOLDINGS – 3.6%
|
Non-Agency Mortgage-Backed Securities – 3.6% |
Alternative Loan Trust |
Series 2007-OA3, Class 1A1 1
| 0.29% | 04/25/47 | $ 386 | $ 323,216 |
Home Equity Asset Trust |
Series 2006-7, Class 2A3 1,2
| 0.30 | 01/25/37 | 401 | 269,647 |
Nomura Resecuritization Trust |
Series 2014-1R, Class 2A6 1,3,4
| 0.00 | 02/25/37 | 264 | — |
Series 2014-1R, Class 2A11 1,3,4
| 0.34 | 02/25/37 | 875 | 387,188 |
Securitized Asset Backed Receivables LLC |
Series 2007-BR4, Class A2B 1,2,5
| 0.35 | 05/25/37 | 443 | 269,990 |
Series 2007-BR3, Class A2B 1,2,5
| 0.37 | 04/25/37 | 581 | 356,881 |
Total Non-Agency Mortgage-Backed Securities | | | | 1,606,922 |
Total RESIDENTIAL MORTGAGE RELATED HOLDINGS
(Cost $1,604,278)
| | | | 1,606,922 |
CORPORATE BONDS – 125.0%
|
Automotive – 6.8% |
American Axle & Manufacturing, Inc.
| 6.25 | 03/15/21 | 465 | 495,225 |
American Axle & Manufacturing, Inc.
| 7.75 | 11/15/19 | 200 | 231,000 |
Chrysler Group LLC 6
| 8.25 | 06/15/21 | 600 | 678,750 |
Ford Motor Co. 6
| 6.50 | 08/01/18 | 475 | 546,319 |
Jaguar Land Rover Automotive PLC 3,4,7
| 8.13 | 05/15/21 | 400 | 454,000 |
Motors Liquidation Co. 8,9
| 8.38 | 07/15/33 | 1,250 | 125 |
Servus Luxembourg Holding SCA 3,4,7
| 7.75 | 06/15/18 | 425 | 625,084 |
Total Automotive | | | | 3,030,503 |
Banking – 0.6% |
Bilbao Luxembourg SA 7,10
| 10.50 | 12/01/18 | 200 | 285,175 |
Basic Industry – 18.8% |
Alpha Natural Resources, Inc. 6
| 6.25 | 06/01/21 | 700 | 526,750 |
Arch Coal, Inc. 6
| 7.25 | 06/15/21 | 1,000 | 755,000 |
Associated Materials LLC 6
| 9.13 | 11/01/17 | 550 | 578,874 |
Building Materials Corporation of America 3,4
| 6.75 | 05/01/21 | 275 | 298,375 |
Cascades, Inc. 6,7
| 7.75 | 12/15/17 | 550 | 573,375 |
FMG Resources August 2006 Property Ltd. 3,4,7
| 6.88 | 04/01/22 | 375 | 404,062 |
Hexion US Finance Corp. 6
| 9.00 | 11/15/20 | 750 | 742,500 |
Huntsman International LLC 6
| 8.63 | 03/15/21 | 500 | 560,000 |
INEOS Group Holdings SA 3,4,6,7
| 6.13 | 08/15/18 | 625 | 648,438 |
Masonite International Corp. 3,4,6,7
| 8.25 | 04/15/21 | 575 | 634,656 |
Steel Dynamics, Inc. 6
| 7.63 | 03/15/20 | 300 | 324,750 |
Tembec Industries, Inc. 6,7
| 11.25 | 12/15/18 | 550 | 600,875 |
Trinseo Materials Operating SCA 7
| 8.75 | 02/01/19 | 450 | 483,188 |
USG Corp. 6
| 9.75 | 01/15/18 | 600 | 724,500 |
Xerium Technologies, Inc.
| 8.88 | 06/15/18 | 460 | 491,050 |
Total Basic Industry | | | | 8,346,393 |
Capital Goods – 10.0% |
AAR Corp.
| 7.25 | 01/15/22 | 300 | 324,750 |
Ardagh Packaging Finance PLC 3,4,6,7
| 6.75 | 01/31/21 | 600 | 627,000 |
See Notes to Financial Statements.
Helios High Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Berry Plastics Corp. 6
| 9.50% | 05/15/18 | $ 550 | $ 581,625 |
Crown Cork & Seal Company, Inc. 6
| 7.38 | 12/15/26 | 700 | 777,000 |
Mueller Water Products, Inc. 6
| 7.38 | 06/01/17 | 625 | 639,062 |
Reynolds Group Issuer, Inc. 6
| 9.00 | 04/15/19 | 550 | 588,500 |
Tekni-Plex, Inc. 3,4
| 9.75 | 06/01/19 | 217 | 246,295 |
Terex Corp.
| 6.00 | 05/15/21 | 400 | 428,000 |
Terex Corp.
| 6.50 | 04/01/20 | 200 | 217,500 |
Total Capital Goods | | | | 4,429,732 |
Consumer Cyclical – 8.7% |
ACCO Brands Corp. 6
| 6.75 | 04/30/20 | 600 | 615,750 |
DineEquity, Inc. 6
| 9.50 | 10/30/18 | 525 | 572,250 |
Levi Strauss & Co. 6
| 7.63 | 05/15/20 | 500 | 543,125 |
Limited Brands, Inc.
| 7.60 | 07/15/37 | 300 | 319,500 |
Limited Brands, Inc.
| 8.50 | 06/15/19 | 250 | 302,500 |
Michael's Stores, Inc.
| 7.75 | 11/01/18 | 450 | 480,937 |
New Albertsons, Inc.
| 7.75 | 06/15/26 | 550 | 451,000 |
Roundy's Supermarkets, Inc. 3,4
| 10.25 | 12/15/20 | 550 | 585,750 |
Total Consumer Cyclical | | | | 3,870,812 |
Consumer Non-Cyclical – 3.6% |
C&S Group Enterprises LLC 3,4
| 8.38 | 05/01/17 | 476 | 497,420 |
Easton-Bell Sports, Inc. 6
| 9.75 | 12/01/16 | 475 | 500,541 |
Post Holdings, Inc.
| 7.38 | 02/15/22 | 550 | 591,250 |
Total Consumer Non-Cyclical | | | | 1,589,211 |
Energy – 17.5% |
AmeriGas Partners LP
| 7.00 | 05/20/22 | 300 | 327,750 |
Atlas Pipeline Partners LP 6
| 5.88 | 08/01/23 | 650 | 641,875 |
BreitBurn Energy Partners LP 6
| 8.63 | 10/15/20 | 550 | 601,563 |
Calfrac Holdings LP 3,4,6
| 7.50 | 12/01/20 | 600 | 630,000 |
EV Energy Partners LP 6
| 8.00 | 04/15/19 | 550 | 569,250 |
Hilcorp Energy I LP 3,4,6
| 8.00 | 02/15/20 | 500 | 541,250 |
Key Energy Services, Inc.
| 6.75 | 03/01/21 | 400 | 420,500 |
Linn Energy LLC 6
| 8.63 | 04/15/20 | 600 | 651,750 |
Pioneer Natural Resources Co.
| 6.65 | 03/15/17 | 350 | 398,348 |
Precision Drilling Corp. 7
| 6.63 | 11/15/20 | 450 | 481,500 |
RKI Exploration & Production LLC 3,4
| 8.50 | 08/01/21 | 400 | 432,000 |
Thunderbird Resource Equity I 6,9
| 11.00 | 12/01/17 | 206 | 180,896 |
Trinidad Drilling Ltd. 3,4,6,7
| 7.88 | 01/15/19 | 550 | 588,500 |
Venoco, Inc. 6
| 8.88 | 02/15/19 | 525 | 530,250 |
W&T Offshore, Inc.
| 8.50 | 06/15/19 | 190 | 205,200 |
Total Energy | | | | 7,200,632 |
Finance & Investment – 1.4% |
Numericable Finance & Company SCA 7
| 12.38 | 02/15/19 | 244 | 412,619 |
Puma International Financing SA 3,4,7
| 6.75 | 02/01/21 | 225 | 227,813 |
Total Finance & Investment | | | | 640,432 |
Healthcare – 10.0% |
CHS/Community Health Systems, Inc. 6
| 7.13 | 07/15/20 | 575 | 623,875 |
See Notes to Financial Statements.
18Brookfield Investment Management Inc.
Helios High Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
DJO Finance LLC
| 9.88% | 04/15/18 | $ 400 | $ 436,000 |
HCA, Inc. 6
| 8.00 | 10/01/18 | 550 | 651,750 |
inVentiv Health, Inc. 3,4
| 11.00 | 08/15/18 | 215 | 198,337 |
Jaguar Holding Company II 3,4,6
| 9.50 | 12/01/19 | 500 | 556,250 |
Kindred Healthcare, Inc. 3,4
| 6.38 | 04/15/22 | 600 | 601,500 |
Kindred Healthcare, Inc. 6
| 8.25 | 06/01/19 | 575 | 615,969 |
Polymer Group, Inc. 6
| 7.75 | 02/01/19 | 525 | 561,750 |
Service Corporation International 6
| 6.75 | 04/01/16 | 750 | 815,625 |
Total Healthcare | | | | 5,061,056 |
Media – 9.8% |
Cablevision Systems Corp. 6
| 8.63 | 09/15/17 | 750 | 890,625 |
CCO Holdings LLC 6
| 8.13 | 04/30/20 | 750 | 821,250 |
Cenveo Corp. 6
| 8.88 | 02/01/18 | 575 | 586,500 |
Clear Channel Communications, Inc. 6
| 9.00 | 03/01/21 | 600 | 626,250 |
Cumulus Media Holdings, Inc. 6
| 7.75 | 05/01/19 | 575 | 612,375 |
Mediacom LLC 6
| 9.13 | 08/15/19 | 550 | 588,500 |
National CineMedia LLC
| 6.00 | 04/15/22 | 200 | 211,000 |
Total Media | | | | 4,336,500 |
Real Estate – 1.3% |
Realogy Corp. 3,4,6
| 7.88 | 02/15/19 | 550 | 593,313 |
Services – 19.6% |
Avis Budget Car Rental LLC
| 5.50 | 04/01/23 | 300 | 302,250 |
Avis Budget Car Rental LLC 6
| 8.25 | 01/15/19 | 550 | 589,875 |
Boyd Gaming Corp. 6
| 9.00 | 07/01/20 | 600 | 663,750 |
Casella Waste Systems, Inc. 6
| 7.75 | 02/15/19 | 775 | 804,063 |
Chester Downs & Marina LLC 3,4,6
| 9.25 | 02/01/20 | 600 | 597,000 |
GLP Capital LP 3,4
| 5.38 | 11/01/23 | 450 | 462,375 |
Iron Mountain, Inc.
| 6.00 | 08/15/23 | 450 | 478,125 |
Iron Mountain, Inc. 6
| 8.38 | 08/15/21 | 250 | 265,000 |
Isle of Capri Casinos, Inc.
| 5.88 | 03/15/21 | 350 | 355,250 |
Jurassic Holdings III, Inc. 3,4
| 6.88 | 02/15/21 | 100 | 103,000 |
KM Germany Holdings GmbH 7
| 8.75 | 12/15/20 | 250 | 385,799 |
Legrand France SA 6,7
| 8.50 | 02/15/25 | 500 | 664,524 |
MGM Resorts International 6
| 7.63 | 01/15/17 | 550 | 627,687 |
MTR Gaming Group, Inc.
| 11.50 | 08/01/19 | 553 | 624,838 |
Palace Entertainment Holdings LLC 3,4,6
| 8.88 | 04/15/17 | 550 | 570,625 |
RPG Byty, s.r.o 7
| 6.75 | 05/01/20 | 200 | 281,042 |
Sotheby's 3,4
| 5.25 | 10/01/22 | 300 | 293,250 |
United Rentals North America, Inc.
| 7.63 | 04/15/22 | 275 | 308,344 |
United Rentals North America, Inc.
| 8.25 | 02/01/21 | 300 | 335,625 |
Total Services | | | | 8,712,422 |
Technology & Electronics – 3.2% |
First Data Corp. 6
| 11.25 | 01/15/21 | 700 | 798,875 |
Freescale Semiconductor, Inc. 6
| 8.05 | 02/01/20 | 283 | 310,946 |
ION Geophysical Corp. 3,4
| 8.13 | 05/15/18 | 325 | 305,500 |
Total Technology & Electronics | | | | 1,415,321 |
See Notes to Financial Statements.
Helios High Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Telecommunications – 13.7% |
CenturyLink, Inc. 6
| 7.65% | 03/15/42 | $ 600 | $ 566,250 |
Cincinnati Bell, Inc. 6
| 8.75 | 03/15/18 | 600 | 627,750 |
CyrusOne LP
| 6.38 | 11/15/22 | 150 | 158,250 |
Fairpoint Communications, Inc. 3,4
| 8.75 | 08/15/19 | 375 | 401,250 |
Frontier Communications Corp. 6
| 7.13 | 03/15/19 | 950 | 1,052,125 |
Intelsat Luxembourg SA 3,4,6,7
| 7.75 | 06/01/21 | 600 | 631,500 |
Level 3 Communications, Inc. 6
| 8.88 | 06/01/19 | 600 | 659,250 |
Level 3 Financing, Inc. 3,4
| 6.13 | 01/15/21 | 150 | 158,250 |
PAETEC Holding Corp.
| 9.88 | 12/01/18 | 300 | 329,250 |
T-Mobile USA, Inc. 6
| 6.63 | 04/01/23 | 575 | 609,500 |
Windstream Corp. 6
| 7.50 | 06/01/22 | 575 | 606,625 |
Zayo Group LLC
| 10.13 | 07/01/20 | 250 | 290,000 |
Total Telecommunications | | | | 6,090,000 |
Total CORPORATE BONDS
(Cost $52,461,435)
| | | | 55,601,502 |
TERM LOANS – 3.6%
|
Albertson, Inc. 1,4
| 4.75 | 03/21/19 | 199 | 199,660 |
Fairpoint Communications, Inc. 1,4
| 7.50 | 02/14/19 | 322 | 331,576 |
Four Seasons Holdings, Inc. 1,4
| 6.25 | 12/13/20 | 300 | 304,125 |
inVentiv Health, Inc. 1,4
| 7.50 | 08/04/16 | 425 | 424,575 |
Roundy's Supermarkets, Inc. 1,4
| 5.75 | 02/21/21 | 150 | 150,063 |
Texas Competitive Electric Holdings Company LLC 1,4
| 4.74 | 10/10/17 | 33 | 23,538 |
Texas Competitive Electric Holdings Company LLC 1,4
| 4.74 | 10/10/17 | 230 | 165,353 |
Total TERM LOANS
(Cost $1,606,461)
| | | | 1,598,890 |
| | | Shares | Value (Note 2) |
COMMON STOCKS – 2.7%
|
Automotive – 0.4% |
Ford Motor Co.
| | | 10,000 | 156,000 |
Capital Goods – 0.4% |
General Electric Co.
| | | 6,150 | 159,224 |
Services – 0.2% |
Iron Mountain, Inc.
| | | 4,000 | 110,280 |
Telecommunications – 1.7% |
AT&T, Inc.
| | | 4,590 | 160,971 |
CenturyLink, Inc.
| | | 4,530 | 148,765 |
Frontier Communications Corp.
| | | 65,161 | 371,418 |
Windstream Holdings, Inc.
| | | 8,300 | 68,392 |
Total Telecommunications | | | | 749,546 |
Total COMMON STOCKS
(Cost $1,145,264)
| | | | 1,175,050 |
See Notes to Financial Statements.
20Brookfield Investment Management Inc.
Helios High Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| | | Shares | Value (Note 2) |
WARRANTS – 0.5%
|
Automotive – 0.5% |
General Motors Financial Company, Inc. 11 Expiration: July 2016
Exercise Price: $10.00
| | | 5,546 | $ 137,763 |
General Motors Financial Company, Inc. 11 Expiration: July 2019
Exercise Price: $18.33
| | | 5,546 | 96,556 |
Total Automotive | | | | 234,319 |
Total WARRANTS
(Cost $336,206)
| | | | 234,319 |
Total Investments – 135.4%
(Cost $57,153,644)
| | | | 60,216,683 |
Liabilities in Excess of Other Assets – (35.4)%
| | | | (15,748,047) |
TOTAL NET ASSETS – 100.0%
| | | | $ 44,468,636 |
The following notes should be read in conjunction with the accompanying Schedule of Investments. |
1 | — Variable rate security – Interest rate shown is the rate in effect as of March 31, 2014. | |
2 | — Investment in subprime security. As of March 31, 2014, the total value of all such securities was $896,518 or 2.0% of net assets. | |
3 | — Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold in transactions exempt from registration, normally to qualified institutional buyers. As of March 31, 2014, the total value of all such securities was $13,299,981 or 29.9% of net assets. | |
4 | — Private Placement. | |
5 | — Security is a “step up” bond where the coupon increases or steps up at a predetermined date. At that date, the coupon increases to LIBOR plus a predetermined margin. | |
6 | — All or a portion of the principal amount is pledged as collateral for credit facility. | |
7 | — Foreign security or a U.S. security of a foreign company. | |
8 | — Security fair valued in good faith pursuant to the fair value procedures adopted by the Board of Directors. As of March 31, 2014, the total value of all such securities was $125 or 0.0% of net assets. | |
9 | — Issuer is currently in default on its regularly scheduled interest payment. | |
10 | — Payment in kind security. | |
11 | — Non-income producing security. | |
See Notes to Financial Statements.
Helios Multi-Sector High Income Fund, Inc.
OBJECTIVE & STRATEGY
Helios Multi-Sector High Income Fund, Inc. seeks a high level of current income. The Fund seeks capital growth as a secondary investment objective when consistent with its primary investment objective. The Fund invests in a diversified portfolio consisting primarily of debt securities that offer attractive yield and capital appreciation potential. Under normal market conditions, the Fund invests a majority of its total assets in below-investment grade debt securities, including up to 20% of the Fund’s total assets in distressed securities. The Fund maintains the flexibility to invest up to 50% of its total assets in investment grade debt securities. The Fund invests up to 30% of its total assets in equity securities of both domestic and foreign issuers and up to 15% of its total assets in a combination of foreign debt and foreign equity securities. The Fund invests in a wide range of debt securities including, corporate bonds, mortgage-backed and asset-backed securities, convertible debt securities, distressed securities, including securities of companies in bankruptcy reorganization proceedings or otherwise in the process of debt restructuring, U.S. government and municipal obligations and foreign government obligations. (Below-investment grade debt securities are rated Ba1 or lower by Moody’s Investors Service, Inc., BB+ or lower by Standard & Poor’s Ratings Group, comparably rated by another nationally recognized statistical rating organization or, if unrated, determined by the Fund’s investment advisor to be of comparable quality.) The Fund may use leverage through bank borrowings, reverse repurchase agreements or other transactions involving indebtedness or through the issuance of preferred shares. The Fund may leverage one third of its total assets (in each case including the amount borrowed.) The Fund may vary its use of leverage in response to changing market conditions.
Investment Risks: Investors in any bond fund should anticipate fluctuations in price. Bond prices and the value of bond funds decline as interest rates rise. Bonds with longer-term maturities generally are more vulnerable to interest rate risk than bonds with shorter-term maturities. Below-investment grade bonds involve greater credit risk, which is the risk that the issuer will not make interest or principal payments when due. An economic downturn or period of rising interest rates could adversely affect the ability of issuers, especially issuers of below investment-grade debt, to service primary obligations and an unanticipated default could cause the Fund to experience a reduction in value of its shares. The Fund’s investments in mortgage-backed or asset-backed securities that are “subordinated” to other interests in the same pool may increase credit risk to the extent that the Fund as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. Below-investment grade bonds also are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher-rated debt securities. The value of U.S. and foreign equity securities in which the Fund invests will change based on changes in a company’s financial condition and in overall market and economic conditions. Leverage creates an opportunity for an increased return to common stockholders, but unless the income and capital appreciation, if any, on securities acquired with leverage proceeds exceed the costs of the leverage, the use of leverage will diminish the investment performance of the Fund’s shares. Use of leverage also may increase the likelihood that the net asset value of the Fund and market value of its common shares will be more volatile, and the yield and total return to common stockholders will tend to fluctuate more in response to changes in interest rates and creditworthiness.
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
For the fiscal year ended March 31, 2014, Helios Multi-Sector High Income Fund, Inc. (NYSE: HMH) had a total return based on net asset value of 12.86% and a total return based on market price of 18.90%, which assumes the reinvestment of dividends and is exclusive of brokerage commissions. Based on the NYSE closing price of $6.80 on March 31, 2014, the Fund’s shares had a dividend yield of 9.26%. The dividend yield is calculated as the annualized amount of the reporting period’s most recent monthly dividend declared divided by the stated stock price.
The Fund was overweight in Automotive, Basic Industry, Capital Goods and Telecommunications. Automotive overweight added to performance, especially due to strong security selection in Auto Parts bonds which benefitted from stronger production in North America and Europe. The Basic Industry sector had a slight drag on performance. The bonds of coal companies moved lower during the period due to price competition from cheap natural gas which is pressuring coal prices. The Capital Goods overweight was basically a market performer for
22Brookfield Investment Management Inc.
Helios Multi-Sector High Income Fund, Inc.
the portfolio during the twelve months. In the Telecommunications sector, Frontier was the biggest driver of fund performance during the period.
The Fund was underweight in Banking, Financial Services, Technology and Utility. Since Banking underperformed the market, our lack of exposure contributed to relative performance. By contrast, the Financial Services sector outperformed the market, making our underweight serve as a slight detractor to performance. The Technology sector underperformed the market, making our underweight a contributor to performance. The return from the Utility sector was flat.
HIGH YIELD MARKET COMMENTARY
During the twelve-month period ending March 31, 2014, geopolitical and global macroeconomic concerns, as well as the possibility of higher interest rates, took center stage for high yield investors. Despite concerns about discord in the U.S. government, the greatest fear on investors’ minds was the prospect of the Federal Reserve reducing their bond buying stimulus program and the likelihood of resulting higher interest rates. Those fears were realized in May 2013 when the Chairman of the Federal Reserve told Congress that tapering was imminent. Investors panicked at the prospect of losing a large fixed income buyer and reacted by heavily redeeming fixed income mutual funds, especially exchange traded funds. Interest rates rose sharply, and most spread products, such as high yield, exhibited wider spreads. Calm returned in the third quarter when the Fed retreated and promised to continue buying bonds. Investors grew more confident about fixed income securities, and money resumed flowing into high yield mutual funds after record redemptions in the second quarter with investors enjoying higher levels of interest rates overall.
The high yield market returned 7.53% for the twelve-month period ending March 31, 2014, as measured by the BofA Merrill Lynch U.S. High Yield Master II Index. During the period, more equity-sensitive CCC-rated bonds returned 10.46%, fueled by the risk-on rally, measured by the CCC-rated portion of the BofA Merrill Lynch U.S. High Yield Master II Index. Investors drove markets higher in a search for yield as the 10-Year U.S. Treasury rate ended the period at 2.72%, 87 basis points higher than they were a year ago. The high yield spread ended the period at 370 basis points.
Lower rated names outperformed as is typical in a high yield rally. Higher rated names tend to be more interest rate sensitive, while lower rated names tend to be more correlated to the equity market. In general, investors were comfortable taking risks, resulting in outperformance by equities, CCC-rated bonds and European high yield bonds. Leveraged loans, which tend to be lower risk due to shorter duration and greater seniority, significantly underperformed high yield bonds.
Credit conditions positive despite signs of re-risking
Credit conditions remain very good, with the trailing twelve-month default rate declining to 0.6%1, the lowest since 2007. We believe defaults will remain low for the foreseeable future since we are seeing only modest re-risking on the part of high yield companies. The upgrade-to-downgrade ratio (as measured by bond rating agencies) continued to improve, ending the twelve-month period at 1.42. This suggests that credit is continuing to improve as measured by the rating agencies.
Our view is positively disposed toward credit. We continue to monitor credit trends and are seeing some signs of re-risking taking place, but are not seeing those trends accelerate. Lower-rated new issue volume as a percent of total issuance was 16.9% in the March 2014 quarter, which is down from 18.8%3 in 2013. Refinancing as a percent of new issue proceeds rose to 57%, from 56% last year4; refinancing tends to reduce credit risk by extending maturities. We also saw a reduction in the issuance of PIK/toggle bonds, which tend to be higher risk than cash pay bonds (since the issuer has the option to make some interest payments in bonds rather than cash.)
OUTLOOK
We believe the high yield bond market will continue to enjoy the fruits of solid credit fundamentals. The modest pace of economic growth over the past five years has, in many ways, been ideal for high yield bond investors. In
Helios Multi-Sector High Income Fund, Inc.
many ways this is a “Goldilocks economy”, neither too hot nor too cold. Faster growth would have required companies to borrow to expand capacity. Slower growth might have pressured profits. The uncertainty surrounding Fed policy, international growth, and international politics has kept corporate managements conservative and tempered the animal spirits which typically push leverage higher at this stage of the cycle.
Going forward, the potential risks for the high yield market are unforeseen events that may cause investors to become risk-averse. We anticipate headline risk to occur with a possible TXU bankruptcy filing. The recent risk-on rally has pushed spreads well below 400 basis points. While this remains generous by historical standards, overall yields, on the other hand, are very low by historical standards. Investors are increasingly willing to expose capital to credit, which is squeezing the potential return. Spreads are currently at a level where historically the high yield market has become more sensitive to rising interest rates if and when they materialize. We would caution that a sharp spike in Treasury yields could dampen returns as it did during the second quarter of 2013. With high yield returning 3%, as measured by the BofA Merrill Lynch U.S. High Yield Master II Index in the first quarter of 2014, we do not believe this pace of returns will continue in the near-term. We remain positively disposed toward high yield investments, but continue to caution that – like all risk assets – they remain vulnerable to investor sentiment and investors would be prudent to keep future expected returns roughly in line with current yields.
1 | J.P. Morgan, Default Monitor, April 1, 2014, page 2. |
2 | J.P. Morgan, Default Monitor, April 1, 2014, page 12. |
3 | J.P. Morgan, Default Monitor, April 1, 2014, page 13. |
4 | J.P. Morgan, High Yield Market Monitor, April 1, 2014, page 16. |
Forward-Looking Information
This management discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements that are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” “should,” “intend,” or similar terms or variations on those terms or the negative of those terms. Although we believe that the expectations contained in any forward-looking statement are based on reasonable assumptions, we can give no assurance that our expectations will be attained. We do not undertake, and specifically disclaim any obligation, to publicly release any update or supplement to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Disclosure
The Fund’s portfolio holdings are subject to change without notice. The mention of specific securities is not a recommendation or solicitation for any person to buy, sell or hold any particular security. There is no assurance that the Fund currently holds these securities.
The Fund may utilize leverage to seek to enhance the yield and net asset value of its common stock, through bank borrowings, issuance of short-term debt securities or shares of preferred stock, or a combination thereof. However, these objectives cannot be achieved in all interest rate environments. While leverage may result in a higher yield for the Fund, the use of leverage involves risk, including the potential for higher volatility of the NAV, fluctuations of dividends and other distributions paid by the Fund and the market price of the Fund’s common stock, among others. Certain funds may invest assets in securities of issuers domiciled outside the United States, including issuers from emerging markets. Foreign investing involves special risks, including foreign currency risk and the possibility of substantial volatility due to adverse political, economic or other developments.
This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy,
24Brookfield Investment Management Inc.
Helios Multi-Sector High Income Fund, Inc.
completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the case, of the results obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.
Performance data quoted represents past performance results and does not guarantee future results. Current performance may be lower or higher than the performance data quoted.
These views represent the opinions of Brookfield Investment Management Inc. and are not intended to predict or depict the performance of any investment. These views are as of the close of business on March 31, 2014 and subject to change based on subsequent developments.
Helios Multi-Sector High Income Fund, Inc.
Portfolio Characteristics (Unaudited)
March 31, 2014
PORTFOLIO STATISTICS | |
Annualized dividend yield1 | 9.26% |
Weighted average coupon | 7.54% |
Weighted average life | 4.33 years |
Percentage of leveraged assets | 25.45% |
Total number of holdings | 136 |
CREDIT QUALITY2 | |
BBB | 2.5% |
BB | 16.1% |
B | 47.6% |
CCC | 24.6% |
Unrated | 7.2% |
Cash | 2.0% |
Total | 100.0% |
ASSET ALLOCATION | |
Residential Mortgage Related Holdings | 3.6% |
Corporate Bonds | 124.5% |
Term Loans | 3.6% |
Common Stocks | 2.6% |
Warrants | 0.5% |
Liabilities in Excess of Other Assets | (34.8)% |
Total | 100.0% |
1 | Dividends may include net investment income, capital gains and/or return of capital. The dividend yield referenced above is calculated as the annualized amount of the most recent monthly dividend declared divided by March 31, 2014 stock price. |
2 | Includes only invested assets and cash. |
26Brookfield Investment Management Inc.
Helios Multi-Sector High Income Fund, Inc.
Schedule of Investments
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
RESIDENTIAL MORTGAGE RELATED HOLDINGS – 3.6%
|
Non-Agency Mortgage-Backed Securities – 3.6% |
Alternative Loan Trust |
Series 2007-OA3, Class 1A1 1
| 0.29% | 04/25/47 | $ 386 | $ 361,849 |
Home Equity Asset Trust |
Series 2006-7, Class 2A3 1,2
| 0.30 | 01/25/37 | 448 | 301,251 |
Nomura Resecuritization Trust |
Series 2014-1R, Class 2A6 1,3,4
| 0.00 | 02/25/37 | 295 | — |
Series 2014-1R, Class 2A11 1,3,4
| 0.34 | 02/25/37 | 980 | 433,650 |
Securitized Asset Backed Receivables LLC |
Series 2007-BR4, Class A2B 1,2,5
| 0.35 | 05/25/37 | 497 | 302,763 |
Series 2007-BR3, Class A2B 1,2,5
| 0.37 | 04/25/37 | 651 | 399,791 |
Total Non-Agency Mortgage-Backed Securities | | | | 1,799,304 |
Total RESIDENTIAL MORTGAGE RELATED HOLDINGS
(Cost $1,796,344)
| | | | 1,799,304 |
CORPORATE BONDS – 124.5%
|
Automotive – 6.7% |
American Axle & Manufacturing, Inc.
| 6.25 | 03/15/21 | 475 | 505,875 |
American Axle & Manufacturing, Inc.
| 7.75 | 11/15/19 | 275 | 317,625 |
Chrysler Group LLC 6
| 8.25 | 06/15/21 | 625 | 707,031 |
Ford Motor Co. 6
| 6.50 | 08/01/18 | 525 | 603,826 |
Jaguar Land Rover Automotive PLC 3,4,7
| 8.13 | 05/15/21 | 475 | 539,125 |
Motors Liquidation Co. 8,9
| 8.38 | 07/15/33 | 1,500 | 150 |
Servus Luxembourg Holding SCA 3,4,7
| 7.75 | 06/15/18 | 475 | 698,624 |
Total Automotive | | | | 3,372,256 |
Banking – 0.7% |
Bilbao Luxembourg SA 7,10
| 10.50 | 12/01/18 | 250 | 356,469 |
Basic Industry – 19.3% |
Alpha Natural Resources, Inc. 6
| 6.25 | 06/01/21 | 750 | 564,375 |
Arch Coal, Inc. 6
| 7.25 | 06/15/21 | 1,100 | 830,500 |
Associated Materials LLC 6
| 9.13 | 11/01/17 | 625 | 657,812 |
Building Materials Corporation of America 3,4
| 6.75 | 05/01/21 | 300 | 325,500 |
Cascades, Inc. 6,7
| 7.75 | 12/15/17 | 625 | 651,562 |
FMG Resources August 2006 Property Ltd. 3,4,7
| 6.88 | 04/01/22 | 400 | 431,000 |
Hexion US Finance Corp. 6
| 9.00 | 11/15/20 | 850 | 841,500 |
Huntsman International LLC 6
| 8.63 | 03/15/21 | 550 | 616,000 |
INEOS Group Holdings SA 3,4,6,7
| 6.13 | 08/15/18 | 700 | 726,250 |
Masonite International Corp. 3,4,6,7
| 8.25 | 04/15/21 | 625 | 689,844 |
Millar Western Forest Products Ltd. 7
| 8.50 | 04/01/21 | 325 | 342,063 |
Steel Dynamics, Inc. 6
| 7.63 | 03/15/20 | 325 | 351,812 |
Tembec Industries, Inc. 6,7
| 11.25 | 12/15/18 | 625 | 682,812 |
Trinseo Materials Operating SCA 7
| 8.75 | 02/01/19 | 525 | 563,719 |
USG Corp. 6
| 9.75 | 01/15/18 | 675 | 815,063 |
Xerium Technologies, Inc.
| 8.88 | 06/15/18 | 525 | 560,438 |
Total Basic Industry | | | | 9,650,250 |
Capital Goods – 9.8% |
AAR Corp.
| 7.25 | 01/15/22 | 350 | 378,875 |
See Notes to Financial Statements.
Helios Multi-Sector High Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Ardagh Packaging Finance PLC 3,4,6,7
| 6.75% | 01/31/21 | $ 675 | $ 705,375 |
Berry Plastics Corp. 6
| 9.50 | 05/15/18 | 625 | 660,937 |
Crown Cork & Seal Company, Inc. 6
| 7.38 | 12/15/26 | 775 | 860,250 |
Mueller Water Products, Inc. 6
| 7.38 | 06/01/17 | 625 | 639,062 |
Reynolds Group Issuer, Inc. 6
| 9.00 | 04/15/19 | 625 | 668,750 |
Tekni-Plex, Inc. 3,4
| 9.75 | 06/01/19 | 253 | 287,155 |
Terex Corp.
| 6.00 | 05/15/21 | 425 | 454,750 |
Terex Corp.
| 6.50 | 04/01/20 | 225 | 244,688 |
Total Capital Goods | | | | 4,899,842 |
Consumer Cyclical – 9.4% |
ACCO Brands Corp. 6
| 6.75 | 04/30/20 | 675 | 692,719 |
DineEquity, Inc. 6
| 9.50 | 10/30/18 | 600 | 654,000 |
Levi Strauss & Co. 6
| 7.63 | 05/15/20 | 675 | 733,219 |
Limited Brands, Inc.
| 7.60 | 07/15/37 | 375 | 399,375 |
Limited Brands, Inc.
| 8.50 | 06/15/19 | 250 | 302,500 |
Michael's Stores, Inc.
| 7.75 | 11/01/18 | 475 | 507,656 |
New Albertsons, Inc. 6
| 7.75 | 06/15/26 | 600 | 492,000 |
Roundy's Supermarkets, Inc. 3,4
| 10.25 | 12/15/20 | 625 | 665,625 |
Sally Holdings LLC
| 6.88 | 11/15/19 | 250 | 273,750 |
Total Consumer Cyclical | | | | 4,720,844 |
Consumer Non-Cyclical – 3.5% |
C&S Group Enterprises LLC 3,4
| 8.38 | 05/01/17 | 534 | 558,030 |
Easton-Bell Sports, Inc. 6
| 9.75 | 12/01/16 | 525 | 553,229 |
Post Holdings, Inc. 6
| 7.38 | 02/15/22 | 625 | 671,875 |
Total Consumer Non-Cyclical | | | | 1,783,134 |
Energy – 17.0% |
AmeriGas Partners LP
| 7.00 | 05/20/22 | 325 | 355,062 |
Atlas Pipeline Partners LP 6
| 5.88 | 08/01/23 | 725 | 715,938 |
BreitBurn Energy Partners LP 6
| 8.63 | 10/15/20 | 625 | 683,594 |
Calfrac Holdings LP 3,4,6
| 7.50 | 12/01/20 | 650 | 682,500 |
EV Energy Partners LP 6
| 8.00 | 04/15/19 | 625 | 646,875 |
Hilcorp Energy I LP 3,4,6
| 8.00 | 02/15/20 | 675 | 730,687 |
Key Energy Services, Inc.
| 6.75 | 03/01/21 | 375 | 394,219 |
Linn Energy LLC 6
| 8.63 | 04/15/20 | 660 | 716,925 |
Pioneer Natural Resources Co.
| 6.65 | 03/15/17 | 400 | 455,255 |
Precision Drilling Corp. 7
| 6.63 | 11/15/20 | 225 | 240,750 |
RKI Exploration & Production LLC 3,4
| 8.50 | 08/01/21 | 450 | 486,000 |
Thunderbird Resource Equity I 6,9
| 11.00 | 12/01/17 | 233 | 205,084 |
Trinidad Drilling Ltd. 3,4,6,7
| 7.88 | 01/15/19 | 625 | 668,750 |
Venoco, Inc. 6
| 8.88 | 02/15/19 | 600 | 606,000 |
W&T Offshore, Inc.
| 8.50 | 06/15/19 | 220 | 237,600 |
Total Energy | | | | 7,825,239 |
Finance & Investment – 1.4% |
Numericable Finance & Company SCA 7
| 12.38 | 02/15/19 | 276 | 467,635 |
Puma International Financing SA 3,4,7
| 6.75 | 02/01/21 | 225 | 227,812 |
Total Finance & Investment | | | | 695,447 |
See Notes to Financial Statements.
28Brookfield Investment Management Inc.
Helios Multi-Sector High Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Healthcare – 9.2% |
CHS/Community Health Systems, Inc. 6
| 7.13% | 07/15/20 | $ 675 | $ 732,375 |
DJO Finance LLC
| 9.88 | 04/15/18 | 475 | 517,750 |
HCA, Inc. 6
| 8.00 | 10/01/18 | 625 | 740,625 |
inVentiv Health, Inc. 3,4
| 11.00 | 08/15/18 | 245 | 226,012 |
Jaguar Holding Company II 3,4,6
| 9.50 | 12/01/19 | 625 | 695,312 |
Kindred Healthcare, Inc. 3,4
| 6.38 | 04/15/22 | 700 | 701,750 |
Kindred Healthcare, Inc. 6
| 8.25 | 06/01/19 | 650 | 696,313 |
Polymer Group, Inc. 6
| 7.75 | 02/01/19 | 600 | 642,000 |
Service Corporation International 6
| 6.75 | 04/01/16 | 325 | 353,438 |
Total Healthcare | | | | 5,305,575 |
Media – 9.2% |
Cablevision Systems Corp. 6
| 8.63 | 09/15/17 | 750 | 890,625 |
CCO Holdings LLC 6
| 8.13 | 04/30/20 | 675 | 739,125 |
Cenveo Corp. 6
| 8.88 | 02/01/18 | 675 | 688,500 |
Clear Channel Communications, Inc. 6
| 9.00 | 03/01/21 | 650 | 678,438 |
Cumulus Media Holdings, Inc. 6
| 7.75 | 05/01/19 | 650 | 692,250 |
Mediacom LLC 6
| 9.13 | 08/15/19 | 625 | 668,750 |
National CineMedia LLC
| 6.00 | 04/15/22 | 225 | 237,375 |
Total Media | | | | 4,595,063 |
Real Estate – 1.3% |
Realogy Corp. 3,4,6
| 7.88 | 02/15/19 | 625 | 674,219 |
Services – 20.4% |
Avis Budget Car Rental LLC
| 5.50 | 04/01/23 | 350 | 352,625 |
Avis Budget Car Rental LLC 6
| 8.25 | 01/15/19 | 625 | 670,312 |
Boyd Gaming Corp. 6
| 9.00 | 07/01/20 | 650 | 719,063 |
Casella Waste Systems, Inc. 6
| 7.75 | 02/15/19 | 825 | 855,938 |
Chester Downs & Marina LLC 3,4,6
| 9.25 | 02/01/20 | 700 | 696,500 |
GLP Capital LP 3,4
| 5.38 | 11/01/23 | 550 | 565,125 |
Iron Mountain, Inc.
| 6.00 | 08/15/23 | 500 | 531,250 |
Iron Mountain, Inc. 6
| 8.38 | 08/15/21 | 275 | 291,500 |
Isle of Capri Casinos, Inc.
| 5.88 | 03/15/21 | 350 | 355,250 |
Jurassic Holdings III, Inc. 3,4
| 6.88 | 02/15/21 | 100 | 103,000 |
KM Germany Holdings GmbH 7
| 8.75 | 12/15/20 | 300 | 462,959 |
Legrand France SA 6,7
| 8.50 | 02/15/25 | 500 | 664,524 |
MGM Resorts International 6
| 7.63 | 01/15/17 | 475 | 542,094 |
MTR Gaming Group, Inc. 6
| 11.50 | 08/01/19 | 628 | 710,013 |
Palace Entertainment Holdings LLC 3,4,6
| 8.88 | 04/15/17 | 625 | 648,437 |
PulteGroup, Inc. 6
| 6.38 | 05/15/33 | 600 | 588,000 |
RPG Byty, s.r.o 7
| 6.75 | 05/01/20 | 250 | 351,303 |
Sotheby's 3,4
| 5.25 | 10/01/22 | 350 | 342,125 |
United Rentals North America, Inc.
| 7.63 | 04/15/22 | 325 | 364,406 |
United Rentals North America, Inc.
| 8.25 | 02/01/21 | 350 | 391,562 |
Total Services | | | | 10,205,986 |
Technology & Electronics – 3.2% |
First Data Corp. 6
| 11.25 | 01/15/21 | 800 | 913,000 |
See Notes to Financial Statements.
Helios Multi-Sector High Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Freescale Semiconductor, Inc. 6
| 8.05% | 02/01/20 | $ 321 | $ 352,699 |
ION Geophysical Corp. 3,4
| 8.13 | 05/15/18 | 350 | 329,000 |
Total Technology & Electronics | | | | 1,594,699 |
Telecommunications – 13.4% |
CenturyLink, Inc. 6
| 7.65 | 03/15/42 | 650 | 613,438 |
Cincinnati Bell, Inc. 6
| 8.75 | 03/15/18 | 650 | 680,062 |
CyrusOne LP
| 6.38 | 11/15/22 | 175 | 184,625 |
Fairpoint Communications, Inc. 3,4
| 8.75 | 08/15/19 | 425 | 454,750 |
Frontier Communications Corp. 6
| 7.13 | 03/15/19 | 1,050 | 1,162,875 |
Intelsat Luxembourg SA 3,4,6,7
| 7.75 | 06/01/21 | 650 | 684,125 |
Level 3 Communications, Inc. 6
| 8.88 | 06/01/19 | 650 | 714,188 |
Level 3 Financing, Inc. 3,4
| 6.13 | 01/15/21 | 150 | 158,250 |
PAETEC Holding Corp.
| 9.88 | 12/01/18 | 375 | 411,562 |
T-Mobile USA, Inc. 6
| 6.63 | 04/01/23 | 650 | 689,000 |
Windstream Corp. 6
| 7.50 | 06/01/22 | 650 | 685,750 |
Zayo Group LLC
| 10.13 | 07/01/20 | 250 | 290,000 |
Total Telecommunications | | | | 6,728,625 |
Total CORPORATE BONDS
(Cost $58,835,824)
| | | | 62,407,648 |
TERM LOANS – 3.6%
|
Albertson, Inc. 1,4
| 4.75 | 03/21/19 | 223 | 224,617 |
Fairpoint Communications, Inc. 1,4
| 7.50 | 02/14/19 | 371 | 382,588 |
Four Seasons Holdings, Inc. 1,4
| 6.25 | 12/13/20 | 325 | 329,469 |
inVentiv Health, Inc. 1,4
| 7.50 | 08/04/16 | 475 | 474,525 |
Roundy's Supermarkets, Inc. 1,4
| 5.75 | 02/21/21 | 175 | 175,074 |
Texas Competitive Electric Holdings Company LLC 1,4
| 4.74 | 10/10/17 | 36 | 25,678 |
Texas Competitive Electric Holdings Company LLC 1,4
| 4.74 | 10/10/17 | 251 | 180,384 |
Total TERM LOANS
(Cost $1,799,220)
| | | | 1,792,335 |
| | | Shares | Value (Note 2) |
COMMON STOCKS – 2.6%
|
Automotive – 0.3% |
Ford Motor Co.
| | | 11,300 | 176,280 |
Capital Goods – 0.4% |
General Electric Co.
| | | 6,900 | 178,641 |
Services – 0.2% |
Iron Mountain, Inc.
| | | 4,500 | 124,065 |
Telecommunications – 1.7% |
AT&T, Inc.
| | | 5,200 | 182,364 |
CenturyLink, Inc.
| | | 5,140 | 168,798 |
See Notes to Financial Statements.
30Brookfield Investment Management Inc.
Helios Multi-Sector High Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| | | Shares | Value (Note 2) |
COMMON STOCKS (continued)
|
Frontier Communications Corp.
| | | 73,148 | $ 416,943 |
Windstream Holdings, Inc.
| | | 9,200 | 75,808 |
Total Telecommunications | | | | 843,913 |
Total COMMON STOCKS
(Cost $1,270,219)
| | | | 1,322,899 |
WARRANTS – 0.5%
|
Automotive – 0.5% |
General Motors Financial Company, Inc. 11 Expiration: July 2016
Exercise Price: $10.00
| | | 6,469 | 160,690 |
General Motors Financial Company, Inc. 11 Expiration: July 2019
Exercise Price: $18.33
| | | 6,469 | 112,626 |
Total Automotive | | | | 273,316 |
Total WARRANTS
(Cost $384,116)
| | | | 273,316 |
Total Investments – 134.8%
(Cost $64,085,723)
| | | | 67,595,502 |
Liabilities in Excess of Other Assets – (34.8)%
| | | | (17,468,951) |
TOTAL NET ASSETS – 100.0%
| | | | $ 50,126,551 |
The following notes should be read in conjunction with the accompanying Schedule of Investments. |
1 | — Variable rate security – Interest rate shown is the rate in effect as of March 31, 2014. | |
2 | — Investment in subprime security. As of March 31, 2014, the total value of all such securities was $1,003,805 or 2.0% of net assets. | |
3 | — Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold in transactions exempt from registration, normally to qualified institutional buyers. As of March 31, 2014, the total value of all such securities was $15,134,532 or 30.2% of net assets. | |
4 | — Private Placement. | |
5 | — Security is a “step up” bond where the coupon increases or steps up at a predetermined date. At that date, the coupon increases to LIBOR plus a predetermined margin. | |
6 | — All or a portion of the principal amount is pledged as collateral for credit facility. | |
7 | — Foreign security or a U.S. security of a foreign company. | |
8 | — Security fair valued in good faith pursuant to the fair value procedures adopted by the Board of Directors. As of March 31, 2014, the total value of all such securities was $150 or 0.0% of net assets. | |
9 | — Issuer is currently in default on its regularly scheduled interest payment. | |
10 | — Payment in kind security. | |
11 | — Non-income producing security. | |
See Notes to Financial Statements.
Helios Strategic Income Fund, Inc.
OBJECTIVE & STRATEGY
Helios Strategic Income Fund, Inc. seeks a high level of current income. The Fund seeks capital growth as a secondary investment objective when consistent with its primary investment objective. The Fund invests in a diversified portfolio of securities that offers attractive yield and capital appreciation potential and consists primarily of debt securities and secondarily of equity securities. Brookfield Investment Management Inc. (The "Adviser") will continually analyze the markets for income-producing securities and will periodically reallocate the Fund’s investments among various fixed-income and equity asset classes and between investment grade and below-investment grade debt securities to pursue its investment objectives. As a result, a majority of the Fund’s total assets may be invested in investment grade securities at some times and in below-investment grade debt securities at other times. The Fund invests in a wide range of debt securities, including corporate bonds, mortgage-backed and asset-backed securities, and municipal and foreign government obligations, as well as securities of companies in bankruptcy reorganization proceedings or otherwise in the process of debt restructuring. The Fund also invests in other securities providing the potential for high income or a combination of high income and capital growth. (Below-investment grade debt securities are rated Ba1 or lower by Moody’s Investors Service, Inc., BB+ or lower by Standard & Poor’s Ratings Group, comparably rated by another nationally recognized statistical rating organization or, if unrated, determined by the Fund’s investment advisor to be of comparable quality.) The Fund may use leverage through bank borrowings, reverse repurchase agreements or other transactions involving indebtedness or through the issuance of preferred shares. The Fund may leverage up to one third of its total assets (in each case including the amount borrowed.) The Fund may vary its use of leverage in response to changing market conditions.
Investment Risks: Investors in any bond fund should anticipate fluctuations in price. Bond prices and the value of bond funds decline as interest rates rise. Bonds with longer-term maturities generally are more vulnerable to interest rate risk than bonds with shorter-term maturities. Below-investment grade bonds involve greater credit risk, which is the risk that the issuer will not make interest or principal payments when due. An economic downturn or period of rising interest rates could adversely affect the ability of issuers, especially issuers of below-investment grade debt, to service primary obligations and an unanticipated default could cause the Fund to experience a reduction in value of its shares. The Fund’s investments in mortgage-backed or asset-backed securities that are “subordinated” to other interests in the same pool may increase credit risk to the extent that the Fund, as a holder of those securities, may only receive payments after the pools’ obligations to other investors have been satisfied. Below-investment grade bonds are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher-rated debt securities. The value of U.S. and foreign equity securities in which the Fund invests will change based on changes in a company’s financial condition and in overall market and economic conditions. Leverage creates an opportunity for an increased return to common stockholders, but unless the income and capital appreciation, if any, on securities acquired with leverage proceeds exceed the costs of the leverage, the use of leverage will diminish the net investment performance of the Fund’s shares. Use of leverage also may increase the likelihood that the net asset value of the Fund and market value of its common shares will be more volatile, and the yield and total return to common stockholders will tend to fluctuate more in response to changes in interest rates and creditworthiness.
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
For the fiscal year ended March 31, 2014, Helios Strategic Income Fund, Inc. (NYSE: HSA) had a total return based on net asset value of 10.61% and a total return based on market price of 14.04%, which assumes the reinvestment of dividends and is exclusive of brokerage commissions. Based on the NYSE closing price of $6.78 on March 31, 2014, the Fund’s shares had a dividend yield of 8.85%. The dividend yield is calculated as the annualized amount of the reporting period’s most recent monthly dividend declared divided by the stated stock price.
The Fund was overweight in Automotive, Basic Industry, Media and Real Estate. The Automotive overweight added to performance, especially due to strong security selection in Auto Parts bonds which benefitted from stronger production in North America and Europe. The Basic Industry sector had a slight drag on performance. The bonds of coal companies moved lower during the period due to price competition from cheap natural gas which is
32Brookfield Investment Management Inc.
Helios Strategic Income Fund, Inc.
pressuring coal prices. The Media overweight worked against us as cable providers underperformed. The Real Estate overweight worked against performance as the bonds of several REITS declined due to higher interest rates.
The Fund was underweight in Energy, Financial Services, Healthcare and Utility. The Energy sector underperformed the market, which added to performance since we were underweight; additionally, strong security selection boosted returns. Financial Services were basically flat. The underweight in Healthcare was a neutral contributor to performance; however, very strong security selection caused the Fund to outperform in the sector. The underweight in Utility was a neutral contributor to performance.
HIGH YIELD MARKET COMMENTARY
During the twelve-month period ending March 31, 2014, geopolitical and global macroeconomic concerns, as well as the possibility of higher interest rates, took center stage for high yield investors. Despite concerns about discord in the U.S. government, the greatest fear on investors’ minds was the prospect of the Federal Reserve reducing their bond buying stimulus program and the likelihood of resulting higher interest rates. Those fears were realized in May 2013 when the Chairman of the Federal Reserve told Congress that tapering was imminent. Investors panicked at the prospect of losing a large fixed income buyer and reacted by heavily redeeming fixed income mutual funds, especially exchange traded funds. Interest rates rose sharply, and most spread products, such as high yield, exhibited wider spreads. Calm returned in the third quarter when the Fed retreated and promised to continue buying bonds. Investors grew more confident about fixed income securities, and money resumed flowing into high yield mutual funds after record redemptions in the second quarter with investors enjoying higher levels of interest rates overall.
The high yield market returned 7.53% for the twelve-month period ending March 31, 2014, as measured by the BofA Merrill Lynch U.S. High Yield Master II Index. During the period, more equity-sensitive CCC-rated bonds returned 10.46%, fueled by the risk-on rally, measured by the CCC-rated portion of the BofA Merrill Lynch U.S. High Yield Master II Index. Investors drove markets higher in a search for yield as the 10-Year U.S. Treasury rate ended the period at 2.72%, 87 basis points higher than they were a year ago. The high yield spread ended the period at 370 basis points.
Lower rated names outperformed as is typical in a high yield rally. Higher rated names tend to be more interest rate sensitive, while lower rated names tend to be more correlated to the equity market. In general, investors were comfortable taking risks, resulting in outperformance by equities, CCC-rated bonds and European high yield bonds. Leveraged loans, which tend to be lower risk due to shorter duration and greater seniority, significantly underperformed high yield bonds.
Credit conditions positive despite signs of re-risking
Credit conditions remain very good, with the trailing twelve-month default rate declining to 0.6%1, the lowest since 2007. We believe defaults will remain low for the foreseeable future since we are seeing only modest re-risking on the part of high yield companies. The upgrade-to-downgrade ratio (as measured by bond rating agencies) continued to improve, ending the twelve-month period at 1.42. This suggests that credit is continuing to improve as measured by the rating agencies.
Our view is positively disposed toward credit. We continue to monitor credit trends and are seeing some signs of re-risking taking place, but are not seeing those trends accelerate. Lower-rated new issue volume as a percent of total issuance was 16.9% in the March 2014 quarter, which is down from 18.8%3 in 2013. Refinancing as a percent of new issue proceeds rose to 57%, from 56% last year4; refinancing tends to reduce credit risk by extending maturities. We also saw a reduction in the issuance of PIK/toggle bonds, which tend to be higher risk than cash pay bonds (since the issuer has the option to make some interest payments in bonds rather than cash.)
Helios Strategic Income Fund, Inc.
OUTLOOK
We believe the high yield bond market will continue to enjoy the fruits of solid credit fundamentals. The modest pace of economic growth over the past five years has, in many ways, been ideal for high yield bond investors. In many ways this is a “Goldilocks economy”, neither too hot nor too cold. Faster growth would have required companies to borrow to expand capacity. Slower growth might have pressured profits. The uncertainty surrounding Fed policy, international growth, and international politics has kept corporate managements conservative and tempered the animal spirits which typically push leverage higher at this stage of the cycle.
Going forward, the potential risks for the high yield market are unforeseen events that may cause investors to become risk-averse. We anticipate headline risk to occur with a possible TXU bankruptcy filing. The recent risk-on rally has pushed spreads well below 400 basis points. While this remains generous by historical standards, overall yields, on the other hand, are very low by historical standards. Investors are increasingly willing to expose capital to credit, which is squeezing the potential return. Spreads are currently at a level where historically the high yield market has become more sensitive to rising interest rates if and when they materialize. We would caution that a sharp spike in Treasury yields could dampen returns as it did during the second quarter of 2013. With high yield returning 3%, as measured by the BofA Merrill Lynch U.S. High Yield Master II Index in the first quarter of 2014, we do not believe this pace of returns will continue in the near-term. We remain positively disposed toward high yield investments, but continue to caution that – like all risk assets – they remain vulnerable to investor sentiment and investors would be prudent to keep future expected returns roughly in line with current yields.
1 | J.P. Morgan, Default Monitor, April 1, 2014, page 2. |
2 | J.P. Morgan, Default Monitor, April 1, 2014, page 12. |
3 | J.P. Morgan, Default Monitor, April 1, 2014, page 13. |
4 | J.P. Morgan, High Yield Market Monitor, April 1, 2014, page 16. |
Forward-Looking Information
This management discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements that are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” “should,” “intend,” or similar terms or variations on those terms or the negative of those terms. Although we believe that the expectations contained in any forward-looking statement are based on reasonable assumptions, we can give no assurance that our expectations will be attained. We do not undertake, and specifically disclaim any obligation, to publicly release any update or supplement to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Disclosure
The Fund’s portfolio holdings are subject to change without notice. The mention of specific securities is not a recommendation or solicitation for any person to buy, sell or hold any particular security. There is no assurance that the Fund currently holds these securities.
The Fund may utilize leverage to seek to enhance the yield and net asset value of its common stock, through bank borrowings, issuance of short-term debt securities or shares of preferred stock, or a combination thereof. However, these objectives cannot be achieved in all interest rate environments. While leverage may result in a higher yield for the Fund, the use of leverage involves risk, including the potential for higher volatility of the NAV, fluctuations of dividends and other distributions paid by the Fund and the market price of the Fund’s common stock, among others. Certain funds may invest assets in securities of issuers domiciled outside the United States, including issuers from emerging markets. Foreign investing involves special risks, including foreign currency risk and the possibility of substantial volatility due to adverse political, economic or other developments.
34Brookfield Investment Management Inc.
Helios Strategic Income Fund, Inc.
This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the case, of the results obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.
Performance data quoted represents past performance results and does not guarantee future results. Current performance may be lower or higher than the performance data quoted.
These views represent the opinions of Brookfield Investment Management Inc. and are not intended to predict or depict the performance of any investment. These views are as of the close of business on March 31, 2014 and subject to change based on subsequent developments.
Helios Strategic Income Fund, Inc.
Portfolio Characteristics (Unaudited)
March 31, 2014
PORTFOLIO STATISTICS | |
Annualized dividend yield1 | 8.85% |
Weighted average coupon | 7.18% |
Weighted average life | 5.73 years |
Percentage of leveraged assets | 25.97% |
Total number of holdings | 123 |
CREDIT QUALITY2 | |
BBB | 25.6% |
BB | 11.2% |
B | 32.2% |
CCC | 21.2% |
Unrated | 8.2% |
Cash | 1.6% |
Total | 100.0% |
ASSET ALLOCATION | |
Commercial Mortgage Related Holdings | 3.6% |
Corporate Bonds | 120.8% |
Term Loans | 2.9% |
Common Stocks | 6.7% |
Warrants | 0.6% |
Liabilities in Excess of Other Assets | (34.6)% |
Total | 100.0% |
1 | Dividends may include net investment income, capital gains and/or return of capital. The dividend yield referenced above is calculated as the annualized amount of the most recent monthly dividend declared divided by March 31, 2014 stock price. |
2 | Includes only invested assets and cash. |
36Brookfield Investment Management Inc.
Helios Strategic Income Fund, Inc.
Schedule of Investments
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
COMMERCIAL MORTGAGE RELATED HOLDINGS – 3.6%
|
Commercial Mortgage-Backed Securities – 3.6% |
Commercial Mortgage Pass Through Certificates |
Class A4, Series 2007-C9 1
| 5.80% | 12/10/49 | $ 500 | $ 561,612 |
Wachovia Bank Commercial Mortgage Trust |
Class A5, Series 2007-C30 2
| 5.34 | 12/15/43 | 890 | 974,809 |
Total Commercial Mortgage-Backed Securities | | | | 1,536,421 |
Total COMMERCIAL MORTGAGE RELATED HOLDINGS
(Cost $1,457,749)
| | | | 1,536,421 |
CORPORATE BONDS – 120.8%
|
Automotive – 5.4% |
American Axle & Manufacturing, Inc.
| 6.63 | 10/15/22 | 475 | 514,781 |
American Axle & Manufacturing, Inc.
| 7.75 | 11/15/19 | 175 | 202,125 |
Chrysler Group LLC 2
| 8.25 | 06/15/21 | 525 | 593,906 |
Ford Motor Co. 2
| 6.50 | 08/01/18 | 450 | 517,566 |
Jaguar Land Rover Automotive PLC 2,3,4,5
| 8.13 | 05/15/21 | 400 | 454,000 |
Motors Liquidation Co. 6,7
| 8.38 | 07/15/33 | 1,250 | 125 |
Total Automotive | | | | 2,282,503 |
Banking – 1.3% |
The Goldman Sachs Group, Inc. 2
| 3.63 | 01/22/23 | 575 | 565,631 |
Basic Industry – 16.4% |
Alcoa, Inc. 2
| 5.55 | 02/01/17 | 1,000 | 1,093,373 |
Alpha Natural Resources, Inc. 2
| 6.25 | 06/01/21 | 625 | 470,313 |
Arch Coal, Inc. 2
| 7.25 | 06/15/21 | 950 | 717,250 |
Associated Materials LLC 2
| 9.13 | 11/01/17 | 525 | 552,562 |
Cascades, Inc. 2,5
| 7.88 | 01/15/20 | 525 | 561,750 |
Hexion US Finance Corp. 2
| 9.00 | 11/15/20 | 700 | 693,000 |
INEOS Group Holdings SA 2,3,4,5
| 6.13 | 08/15/18 | 600 | 622,500 |
Masonite International Corp. 2,3,4,5
| 8.25 | 04/15/21 | 530 | 584,987 |
Tembec Industries, Inc. 5
| 11.25 | 12/15/18 | 375 | 409,687 |
The Dow Chemical Co.
| 5.70 | 05/15/18 | 287 | 326,181 |
Trinseo Materials Operating SCA 5
| 8.75 | 02/01/19 | 450 | 483,188 |
Xerium Technologies, Inc. 2
| 8.88 | 06/15/18 | 425 | 453,688 |
Total Basic Industry | | | | 6,968,479 |
Capital Goods – 14.0% |
AGCO Corp. 2
| 5.88 | 12/01/21 | 525 | 570,943 |
Ardagh Packaging Finance PLC 2,3,4,5
| 6.75 | 01/31/21 | 550 | 574,750 |
Bank of America Corp. 2
| 3.30 | 01/11/23 | 575 | 554,351 |
Berry Plastics Corp. 2
| 9.50 | 05/15/18 | 525 | 555,187 |
Crown Cork & Seal Company, Inc. 2
| 7.38 | 12/15/26 | 500 | 555,000 |
DP World Sukuk Ltd. 3,4,5
| 6.25 | 07/02/17 | 400 | 443,520 |
General Electric Capital Corp. 1,2
| 5.25 | 06/29/49 | 1,000 | 972,700 |
Mueller Water Products, Inc. 2
| 7.38 | 06/01/17 | 350 | 357,875 |
Reynolds Group Issuer, Inc. 2
| 9.00 | 04/15/19 | 525 | 561,750 |
Tekni-Plex, Inc. 3,4
| 9.75 | 06/01/19 | 198 | 224,730 |
Tyco Electronics Group S.A. 2,5
| 6.55 | 10/01/17 | 500 | 578,188 |
Total Capital Goods | | | | 5,948,994 |
See Notes to Financial Statements.
Helios Strategic Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Consumer Cyclical – 10.1% |
ACCO Brands Corp.
| 6.75% | 04/30/20 | $ 500 | $ 513,125 |
International Game Technology
| 7.50 | 06/15/19 | 250 | 293,492 |
Levi Strauss & Co. 2
| 7.63 | 05/15/20 | 475 | 515,969 |
Limited Brands, Inc. 2
| 7.60 | 07/15/37 | 350 | 372,750 |
Macy's Retail Holdings, Inc. 2
| 2.88 | 02/15/23 | 575 | 538,391 |
New Albertsons, Inc.
| 7.75 | 06/15/26 | 500 | 410,000 |
Newell Rubbermaid, Inc.
| 4.00 | 06/15/22 | 525 | 535,961 |
Roundy's Supermarkets, Inc. 3,4
| 10.25 | 12/15/20 | 525 | 559,125 |
Wyndham Worldwide Corp.
| 4.25 | 03/01/22 | 525 | 531,019 |
Total Consumer Cyclical | | | | 4,269,832 |
Consumer Non-Cyclical – 4.8% |
Altria Group, Inc.
| 9.70 | 11/10/18 | 111 | 145,700 |
Anheuser-Busch InBev Worldwide, Inc. 2
| 7.75 | 01/15/19 | 1,000 | 1,238,740 |
C&S Group Enterprises LLC 2,3,4
| 8.38 | 05/01/17 | 400 | 418,000 |
DP World Ltd. 3,4,5
| 6.85 | 07/02/37 | 200 | 216,300 |
Total Consumer Non-Cyclical | | | | 2,018,740 |
Energy – 13.5% |
Atlas Pipeline Partners LP 2
| 5.88 | 08/01/23 | 625 | 617,188 |
BreitBurn Energy Partners LP 2
| 8.63 | 10/15/20 | 525 | 574,219 |
Calfrac Holdings LP 2,3,4
| 7.50 | 12/01/20 | 550 | 577,500 |
EV Energy Partners LP 2
| 8.00 | 04/15/19 | 525 | 543,375 |
Hilcorp Energy I LP 2,3,4
| 8.00 | 02/15/20 | 475 | 514,187 |
Linn Energy LLC
| 8.63 | 04/15/20 | 140 | 152,075 |
RKI Exploration & Production LLC 3,4
| 8.50 | 08/01/21 | 375 | 405,000 |
SESI LLC
| 7.13 | 12/15/21 | 500 | 557,500 |
Thunderbird Resource Equity I 2,7
| 11.00 | 12/01/17 | 194 | 171,041 |
Trinidad Drilling Ltd. 2,3,4,5
| 7.88 | 01/15/19 | 310 | 331,700 |
Venoco, Inc. 2
| 8.88 | 02/15/19 | 500 | 505,000 |
W&T Offshore, Inc.
| 8.50 | 06/15/19 | 185 | 199,800 |
Total Energy | | | | 5,148,585 |
Finance & Investment – 4.4% |
HCP, Inc.
| 3.15 | 08/01/22 | 550 | 526,017 |
KKR Group Finance Company LLC 3,4
| 6.38 | 09/29/20 | 475 | 548,250 |
Morgan Stanley
| 4.88 | 11/01/22 | 550 | 577,931 |
Puma International Financing SA 3,4,5
| 6.75 | 02/01/21 | 225 | 227,812 |
Total Finance & Investment | | | | 1,880,010 |
Healthcare – 4.9% |
DJO Finance LLC
| 9.88 | 04/15/18 | 300 | 327,000 |
HCA, Inc. 2
| 8.00 | 10/01/18 | 525 | 622,125 |
inVentiv Health, Inc. 3,4
| 11.00 | 08/15/18 | 205 | 189,112 |
Jaguar Holding Company II 2,3,4
| 9.50 | 12/01/19 | 300 | 333,750 |
Kindred Healthcare, Inc. 3,4
| 6.38 | 04/15/22 | 600 | 601,500 |
Kindred Healthcare, Inc. 2
| 8.25 | 06/01/19 | 550 | 589,188 |
Total Healthcare | | | | 2,662,675 |
See Notes to Financial Statements.
38Brookfield Investment Management Inc.
Helios Strategic Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Media – 9.3% |
Cablevision Systems Corp. 2
| 8.63% | 09/15/17 | $ 475 | $ 564,063 |
CCO Holdings LLC 2
| 8.13 | 04/30/20 | 550 | 602,250 |
Cenveo Corp.
| 8.88 | 02/01/18 | 550 | 561,000 |
Clear Channel Communications, Inc. 2
| 9.00 | 03/01/21 | 500 | 521,875 |
Cumulus Media Holdings, Inc. 2
| 7.75 | 05/01/19 | 475 | 505,875 |
Mediacom LLC 2
| 9.13 | 08/15/19 | 525 | 561,750 |
Time Warner Cable, Inc. 2
| 8.25 | 04/01/19 | 500 | 622,978 |
Total Media | | | | 3,939,791 |
Real Estate – 2.6% |
Realogy Corp. 2,3,4
| 7.88 | 02/15/19 | 525 | 566,344 |
Ventas Realty LP 2
| 3.25 | 08/15/22 | 575 | 554,087 |
Total Real Estate | | | | 1,120,431 |
Services – 15.1% |
Avis Budget Car Rental LLC 2
| 8.25 | 01/15/19 | 525 | 563,062 |
Boyd Gaming Corp. 2
| 9.00 | 07/01/20 | 575 | 636,094 |
Casella Waste Systems, Inc. 2
| 7.75 | 02/15/19 | 725 | 752,187 |
Chester Downs & Marina LLC 2,3,4
| 9.25 | 02/01/20 | 575 | 572,125 |
Iron Mountain, Inc.
| 6.00 | 08/15/23 | 275 | 292,188 |
Iron Mountain, Inc.
| 8.38 | 08/15/21 | 225 | 238,500 |
Legrand France SA 2,5
| 8.50 | 02/15/25 | 450 | 598,072 |
MGM Resorts International 2
| 7.63 | 01/15/17 | 400 | 456,500 |
MTR Gaming Group, Inc. 2
| 11.50 | 08/01/19 | 528 | 596,419 |
Palace Entertainment Holdings LLC 2,3,4
| 8.88 | 04/15/17 | 525 | 544,687 |
Sotheby's 3,4
| 5.25 | 10/01/22 | 300 | 293,250 |
United Rentals North America, Inc.
| 8.25 | 02/01/21 | 275 | 307,656 |
Wynn Las Vegas LLC 2,3,4
| 4.25 | 05/30/23 | 600 | 577,500 |
Total Services | | | | 6,428,240 |
Technology & Electronics – 3.2% |
First Data Corp. 2
| 11.25 | 01/15/21 | 700 | 798,875 |
Freescale Semiconductor, Inc. 2
| 8.05 | 02/01/20 | 268 | 294,465 |
ION Geophysical Corp. 3,4
| 8.13 | 05/15/18 | 300 | 282,000 |
Total Technology & Electronics | | | | 1,375,340 |
Telecommunications – 15.8% |
Cincinnati Bell, Inc. 2
| 8.75 | 03/15/18 | 575 | 601,594 |
DIRECTV Holdings LLC
| 3.80 | 03/15/22 | 550 | 544,246 |
Fairpoint Communications, Inc. 3,4
| 8.75 | 08/15/19 | 350 | 374,500 |
Frontier Communications Corp. 2
| 7.13 | 03/15/19 | 725 | 802,937 |
Intelsat Luxembourg SA 3,4,5
| 7.75 | 06/01/21 | 550 | 578,875 |
Level 3 Communications, Inc. 2
| 8.88 | 06/01/19 | 525 | 576,844 |
PAETEC Holding Corp.
| 9.88 | 12/01/18 | 250 | 274,375 |
Qwest Corp. 2
| 6.88 | 09/15/33 | 1,000 | 986,143 |
Symantec Corp.
| 3.95 | 06/15/22 | 550 | 545,245 |
T-Mobile USA, Inc.
| 6.63 | 04/01/23 | 290 | 307,400 |
See Notes to Financial Statements.
Helios Strategic Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| Interest Rate | Maturity | Principal Amount (000s) | Value (Note 2) |
CORPORATE BONDS (continued)
|
Windstream Corp.
| 7.50% | 06/01/22 | $ 550 | $ 580,250 |
WPP Finance 2010 5
| 3.63 | 09/07/22 | 550 | 540,983 |
Total Telecommunications | | | | 6,713,392 |
Total CORPORATE BONDS
(Cost $48,757,175)
| | | | 51,322,643 |
TERM LOANS – 2.9%
|
Albertson, Inc. 1,4
| 4.75 | 03/21/19 | 199 | 199,660 |
Fairpoint Communications, Inc. 1,4
| 7.50 | 02/14/19 | 297 | 306,070 |
inVentiv Health, Inc. 1,4
| 7.50 | 08/04/16 | 400 | 399,600 |
Roundy's Supermarkets, Inc. 1,4
| 5.75 | 02/21/21 | 150 | 150,063 |
Texas Competitive Electric Holdings Company LLC 1,4
| 4.74 | 10/10/17 | 30 | 21,398 |
Texas Competitive Electric Holdings Company LLC 1,4
| 4.74 | 10/10/17 | 209 | 150,321 |
Total TERM LOANS
(Cost $1,240,224)
| | | | 1,227,112 |
| | | Shares | Value (Note 2) |
COMMON STOCKS – 6.7%
|
Automotive – 0.3% |
Ford Motor Co.
| | | 9,500 | 148,200 |
Basic Industry – 0.6% |
EnLink Midstream Partners LP
| | | 7,800 | 237,276 |
Capital Goods – 0.4% |
General Electric Co.
| | | 5,800 | 150,162 |
Consumer Staples – 1.0% |
B&G Foods, Inc.
| | | 13,810 | 415,819 |
Energy – 0.6% |
BreitBurn Energy Partners LP
| | | 13,075 | 261,108 |
Services – 0.2% |
Iron Mountain, Inc.
| | | 3,800 | 104,766 |
Telecommunications – 3.6% |
AT&T, Inc.
| | | 8,500 | 298,095 |
CenturyLink, Inc.
| | | 9,500 | 311,980 |
Frontier Communications Corp.
| | | 61,585 | 351,034 |
Verizon Communications, Inc.
| | | 7,500 | 356,775 |
Windstream Holdings, Inc.
| | | 26,350 | 217,124 |
Total Telecommunications | | | | 1,535,008 |
Total COMMON STOCKS
(Cost $2,407,832)
| | | | 2,852,339 |
See Notes to Financial Statements.
40Brookfield Investment Management Inc.
Helios Strategic Income Fund, Inc.
Schedule of Investments (continued)
March 31, 2014
| | | Shares | Value (Note 2) |
WARRANTS – 0.6%
|
Automotive – 0.6% |
General Motors Financial Company, Inc. 8 Expiration: July 2016
Exercise Price: $10.00
| | | 5,546 | $ 137,763 |
General Motors Financial Company, Inc. 8 Expiration: July 2019
Exercise Price: $18.33
| | | 5,546 | 96,556 |
Total Automotive | | | | 234,319 |
Total WARRANTS
(Cost $336,206)
| | | | 234,319 |
Total Investments – 134.6%
(Cost $54,199,186)
| | | | 57,172,834 |
Liabilities in Excess of Other Assets – (34.6)%
| | | | (14,697,044) |
TOTAL NET ASSETS – 100.0%
| | | | $ 42,475,790 |
The following notes should be read in conjunction with the accompanying Schedule of Investments. |
1 | — Variable rate security – Interest rate shown is the rate in effect as of March 31, 2014. | |
2 | — All or a portion of the principal amount is pledged as collateral for credit facility. | |
3 | — Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold in transactions exempt from registration, normally to qualified institutional buyers. As of March 31, 2014, the total value of all such securities was $11,616,004 or 27.3% of net assets. | |
4 | — Private Placement. | |
5 | — Foreign security or a U.S. security of a foreign company. | |
6 | — Security fair valued in good faith pursuant to the fair value procedures adopted by the Board of Directors. As of March 31, 2014, the total value of all such securities was $125 or 0.0% of net assets. | |
7 | — Issuer is currently in default on its regularly scheduled interest payment. | |
8 | — Non-income producing security. | |
See Notes to Financial Statements.
HELIOS FUNDS
Statements of Assets and Liabilities
March 31, 2014
| Helios Advantage Income Fund, Inc. | | Helios High Income Fund, Inc. | | Helios Multi-Sector High Income Fund, Inc. | | Helios Strategic Income Fund, Inc. |
Assets: | | | | | | | |
Investments in securities, at value (Note 2)
| $ 83,425,033 | | $ 60,216,683 | | $ 67,595,502 | | $ 57,172,834 |
Cash
| 1,896,407 | | 1,419,682 | | 1,391,042 | | 951,927 |
Interest and dividends receivable
| 1,621,194 | | 1,165,537 | | 1,319,300 | | 972,363 |
Dividend reinvestment receivable
| — | | — | | 3,258 | | — |
Receivable for open forward currency contracts
| 16,345 | | 11,421 | | 13,439 | | — |
Principal paydown receivable
| 1,871 | | 1,310 | | 1,497 | | 1,248 |
Prepaid expenses
| 3,122 | | 2,207 | | 2,503 | | 2,105 |
Total assets
| 86,963,972 | | 62,816,840 | | 70,326,541 | | 59,100,477 |
Liabilities: | | | | | | | |
Payable for credit facility (Note 6)
| 21,400,000 | | 16,750,000 | | 17,900,000 | | 15,350,000 |
Payable for credit facility interest (Note 6)
| 2,751 | | 2,064 | | 2,251 | | 1,934 |
Payable for investments purchased
| 1,299,212 | | 926,287 | | 1,065,452 | | 603,329 |
Investment advisory fee payable (Note 4)
| 47,201 | | 34,109 | | 38,185 | | 32,217 |
Administration fee payable (Note 4)
| 10,893 | | 7,871 | | 8,812 | | 7,435 |
Directors' fee payable
| 3,819 | | 3,819 | | 3,819 | | 3,819 |
Other current liabilities
| 1,182,021 | | 624,054 | | 1,181,471 | | 625,953 |
Total liabilities
| 23,945,897 | | 18,348,204 | | 20,199,990 | | 16,624,687 |
Net Assets
| $ 63,018,075 | | $ 44,468,636 | | $ 50,126,551 | | $ 42,475,790 |
Composition of Net Assets: | | | | | | | |
Capital stock, at par value ($0.0001 par value, 1,000,000,000 shares authorized) (Note 7)
| $ 655 | | $ 486 | | $ 760 | | $ 593 |
Additional paid-in capital (Note 7)
| 455,810,012 | | 338,159,660 | | 493,876,680 | | 402,152,944 |
Undistributed net investment income
| 597,175 | | 260,535 | | 597,223 | | 580,490 |
Accumulated net realized loss on investments, foreign currency transactions and forward currency contracts
| (397,776,411) | | (297,026,781) | | (447,871,664) | | (363,231,885) |
Net unrealized appreciation on investments, foreign currency translations and forward currency contracts
| 4,386,644 | | 3,074,736 | | 3,523,552 | | 2,973,648 |
Net assets applicable to capital stock outstanding
| $ 63,018,075 | | $ 44,468,636 | | $ 50,126,551 | | $ 42,475,790 |
Total investments at cost
| $ 79,055,138 | | $ 57,153,644 | | $ 64,085,723 | | $ 54,199,186 |
Shares Outstanding and Net Asset Value Per Share: | | | | | | | |
Shares outstanding
| 6,553,393 | | 4,856,958 | | 7,595,497 | | 5,930,400 |
Net asset value per share
| $ 9.62 | | $ 9.16 | | $ 6.60 | | $ 7.16 |
See Notes to Financial Statements.
42Brookfield Investment Management Inc.
HELIOS FUNDS
Statements of Operations
For the Fiscal Year Ended March 31, 2014
| Helios Advantage Income Fund, Inc. | | Helios High Income Fund, Inc. | | Helios Multi-Sector High Income Fund, Inc. | | Helios Strategic Income Fund, Inc. |
Investment Income (Note 2): | | | | | | | |
Interest
| $6,394,422 | | $4,586,746 | | $5,184,446 | | $3,871,469 |
Dividends
| 73,638 | | 52,584 | | 59,548 | | 110,781 |
Total investment income
| 6,468,060 | | 4,639,330 | | 5,243,994 | | 3,982,250 |
Expenses: | | | | | | | |
Investment advisory fees (Note 4)
| 553,239 | | 397,299 | | 449,368 | | 379,397 |
Administration fees (Note 4)
| 127,670 | | 91,684 | | 103,700 | | 87,553 |
Legal fees
| 187,206 | | 126,832 | | 144,724 | | 122,769 |
Fund accounting fees
| 52,886 | | 52,269 | | 52,918 | | 49,675 |
Audit and tax services
| 44,700 | | 44,700 | | 44,700 | | 44,700 |
Directors' fees
| 39,362 | | 39,362 | | 39,362 | | 39,362 |
Reports to stockholders
| 33,062 | | 30,028 | | 32,613 | | 30,414 |
Transfer agent fees
| 26,212 | | 26,370 | | 26,566 | | 26,315 |
Registration fees
| 23,743 | | 23,756 | | 22,455 | | 23,684 |
Custodian fees
| 16,801 | | 16,573 | | 18,963 | | 10,762 |
Insurance
| 14,783 | | 10,419 | | 11,814 | | 10,055 |
Miscellaneous
| 8,447 | | 5,992 | | 9,393 | | 9,355 |
Total operating expenses
| 1,128,111 | | 865,284 | | 956,576 | | 834,041 |
Interest expense on credit facility (Note 6)
| 271,234 | | 196,370 | | 222,527 | | 190,477 |
Total expenses
| 1,399,345 | | 1,061,654 | | 1,179,103 | | 1,024,518 |
Other income from litigation settlement1
| 499,622 | | 361,405 | | 404,435 | | 347,673 |
Net investment income
| 5,568,337 | | 3,939,081 | | 4,469,326 | | 3,305,405 |
Realized and Unrealized Gain (Loss) on Investments, Foreign Currency Transaction and Forward Currency Contracts (Note 2): | | | | | | | |
Net realized gain (loss) on: | | | | | | | |
Investments
| 2,258,891 | | 1,319,982 | | 1,445,685 | | 915,618 |
Litigation settlement1,2
| (410,507) | | (50,228) | | (307,597) | | 55,197 |
Foreign currency transactions
| (14,013) | | (9,782) | | (11,315) | | — |
Forward currency contracts
| (104,618) | | (74,108) | | (84,572) | | — |
Net realized gain
| 1,729,753 | | 1,185,864 | | 1,042,201 | | 970,815 |
Net change in unrealized appreciation (depreciation) on: | | | | | | | |
Investments
| (815,803) | | (571,551) | | (581,571) | | (612,551) |
Foreign currency translations
| 404 | | 276 | | 334 | | — |
Forward currency contracts
| 16,345 | | 11,421 | | 13,439 | | — |
Net change in unrealized depreciation
| (799,054) | | (559,854) | | (567,798) | | (612,551) |
Net realized and unrealized gain on investments
| 930,699 | | 626,010 | | 474,403 | | 358,264 |
Net increase in net assets resulting from operations
| $6,499,036 | | $4,565,091 | | $4,943,729 | | $3,663,669 |
1 | The Funds received a litigation settlement after attorney’s fees of $4.2 million. Of this $4.2 million, a portion was for reimbursement of $1,613,135 in expenses and is included in the other income from litigation settlement line above. The remaining amount $2,586,865 was allocated pro rata based on each Fund’s losses as a percentage of total losses incurred by all four funds. These amounts were $689,493 for Helios Advantage Income Fund, Inc., $499,772 for Helios High Income Fund, Inc., $792,403 for Helios Multi-Sector High Income Fund, Inc., and $605,197 for Helios Strategic Income Fund, Inc. and are included in the realized gain on litigation settlement line above. (Note 11) | | | |
2 | This amount also includes an accrual that was booked by the Funds for potential costs and expenses related to the class action lawsuit filed against the Funds by Lehman Brothers Special Finance, Inc. The accrual booked for each Fund was follows: $1,100,000 for Helios Advantage Income Fund, Inc., $550,000 for Helios High Income Fund, Inc., $1,100,000 for Helios Multi-Sector High Income Fund, Inc. and $550,000 for Helios Strategic Income Fund, Inc. for a total of $3.3 million. (Note 12) | | | |
| | | | |
See Notes to Financial Statements.
HELIOS FUNDS
Statements of Changes in Net Assets
| Helios Advantage Income Fund, Inc. | | Helios High Income Fund, Inc. |
| Year Ended March 31, 2014 | | Year Ended March 31, 2013 | | Year Ended March 31, 2014 | | Year Ended March 31, 2013 |
Increase (Decrease) in Net Assets Resulting from Operations: | | |
Net investment income
| $ 5,568,337 | | $ 4,864,329 | | $ 3,939,081 | | $ 3,430,802 |
Net realized gain on investments, foreign currency transactions and forward currency contracts
| 1,729,753 | | 1,385,779 | | 1,185,864 | | 1,078,304 |
Net change in unrealized appreciation (depreciation) on investments, foreign currency translations and forward currency contracts
| (799,054) | | 1,958,453 | | (559,854) | | 1,295,471 |
Net increase in net assets resulting from operations
| 6,499,036 | | 8,208,561 | | 4,565,091 | | 5,804,577 |
Distributions to Stockholders (Note 2): | | |
Net investment income
| (5,177,180) | | (4,911,337) | | (3,594,149) | | (3,464,450) |
Return of capital
| — | | — | | — | | (28,702) |
Total distributions paid
| (5,177,180) | | (4,911,337) | | (3,594,149) | | (3,493,152) |
Capital Stock Transactions (Note 7): | | |
Reinvestment of distributions
| — | | 119,536 | | — | | 117,071 |
Total increase in net assets
| 1,321,856 | | 3,416,760 | | 970,942 | | 2,428,496 |
Net Assets: | | |
Beginning of year
| 61,696,219 | | 58,279,459 | | 43,497,694 | | 41,069,198 |
End of year
| $63,018,075 | | $61,696,219 | | $44,468,636 | | $43,497,694 |
(including undistributed net investment income of)
| $ 597,175 | | $ 326,058 | | $ 260,535 | | $ 500 |
Share Transactions (Note 7): | | | | | | | |
Reinvested shares
| — | | 13,262 | | — | | 13,611 |
See Notes to Financial Statements.
44Brookfield Investment Management Inc.
HELIOS FUNDS
Statements of Changes in Net Assets (continued)
| Helios Multi-Sector High Income Fund, Inc. | | Helios Strategic Income Fund, Inc. |
| Year Ended March 31, 2014 | | Year Ended March 31, 2013 | | Year Ended March 31, 2014 | | Year Ended March 31, 2013 |
Increase (Decrease) in Net Assets Resulting from Operations: | | |
Net investment income
| $ 4,469,326 | | $ 3,897,739 | | $ 3,305,405 | | $ 2,812,307 |
Net realized gain on investments, foreign currency transactions and forward currency contracts
| 1,042,201 | | 1,088,811 | | 970,815 | | 1,164,477 |
Net change in unrealized appreciation (depreciation) on investments, foreign currency translations and forward currency contracts
| (567,798) | | 1,718,954 | | (612,551) | | 1,294,723 |
Net increase in net assets resulting from operations
| 4,943,729 | | 6,705,504 | | 3,663,669 | | 5,271,507 |
Distributions to Stockholders (Note 2): | | |
Net investment income
| (4,177,260) | | (3,872,058) | | (3,083,808) | | (2,609,376) |
Total distributions paid
| (4,177,260) | | (3,872,058) | | (3,083,808) | | (2,609,376) |
Capital Stock Transactions (Note 7): | | |
Reinvestment of distributions
| 3,258 | | 40,192 | | — | | — |
Total increase in net assets
| 769,727 | | 2,873,638 | | 579,861 | | 2,662,131 |
Net Assets: | | |
Beginning of year
| 49,356,824 | | 46,483,186 | | 41,895,929 | | 39,233,798 |
End of year
| $50,126,551 | | $49,356,824 | | $42,475,790 | | $41,895,929 |
(including undistributed net investment income of)
| $ 597,223 | | $ 402,186 | | $ 580,490 | | $ 477,217 |
Share Transactions (Note 7): | | | | | | | |
Reinvested shares
| 479 | | 6,480 | | — | | — |
See Notes to Financial Statements.
Helios Advantage Income Fund, Inc.
Statement of Cash Flows
For the Fiscal Year Ended March 31, 2014
Increase (Decrease) in Cash: | |
Cash flows provided by (used for) operating activities: | |
Net increase in net assets resulting from operations
| $ 6,499,036 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities | |
Purchases of long-term investments
| (26,964,531) |
Proceeds from disposition of long-term investments
| 28,353,351 |
Return of capital distributions from investments
| 17,430 |
Decrease in interest and dividends receivable
| 60,465 |
Increase in receivable for open forward currency contracts
| (16,345) |
Increase in principal paydown receivable
| (1,871) |
Decrease in prepaid expenses
| 6,410 |
Decrease in payable for credit facility interest
| (1,186) |
Increase in payable for investments purchased
| 425,712 |
Increase in investment advisory fee payable
| 135 |
Increase in administration fee payable
| 32 |
Increase in directors' fee payable
| 239 |
Increase in other current liabilities
| 1,093,375 |
Net amortization on investments
| (16,105) |
Unrealized depreciation on investments
| 815,803 |
Net realized gain on investments
| (2,258,891) |
Net cash provided by operating activities
| 8,013,059 |
Cash flows used for financing activities: | |
Decrease in payable for credit facility
| (2,300,000) |
Distributions paid to stockholders, net of reinvestments
| (5,177,180) |
Net cash used for financing activities
| (7,477,180) |
Net increase in cash
| 535,879 |
Cash at the beginning of year
| 1,360,528 |
Cash at the end of year
| $ 1,896,407 |
Supplemental Disclosure of Cash Flow Information: | |
Interest payments for the year ended March 31, 2014, totaled $272,420. |
See Notes to Financial Statements.
46Brookfield Investment Management Inc.
Helios High Income Fund, Inc.
Statement of Cash Flows
For the Fiscal Year Ended March 31, 2014
Increase (Decrease) in Cash: | |
Cash flows provided by (used for) operating activities: | |
Net increase in net assets resulting from operations
| $ 4,565,091 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities | |
Purchases of long-term investments
| (19,350,658) |
Proceeds from disposition of long-term investments
| 19,520,026 |
Return of capital distributions from investments
| 12,809 |
Decrease in interest and dividends receivable
| 39,149 |
Increase in receivable for open forward currency contracts
| (11,421) |
Increase in principal paydown receivable
| (1,310) |
Decrease in prepaid expenses
| 4,503 |
Decrease in payable for credit facility interest
| (736) |
Increase in payable for investments purchased
| 302,287 |
Increase in investment advisory fee payable
| 568 |
Increase in administration fee payable
| 131 |
Increase in directors' fee payable
| 239 |
Increase in other current liabilities
| 548,831 |
Net amortization on investments
| (2,632) |
Unrealized depreciation on investments
| 571,551 |
Net realized gain on investments
| (1,319,982) |
Net cash provided by operating activities
| 4,878,446 |
Cash flows used for financing activities: | |
Decrease in payable for credit facility
| (675,000) |
Distributions paid to stockholders, net of reinvestments
| (3,594,149) |
Net cash used for financing activities
| (4,269,149) |
Net increase in cash
| 609,297 |
Cash at the beginning of year
| 810,385 |
Cash at the end of year
| $ 1,419,682 |
Supplemental Disclosure of Cash Flow Information: | |
Interest payments for the year ended March 31, 2014, totaled $197,106. |
See Notes to Financial Statements.
Helios Multi-Sector High Income Fund, Inc.
Statement of Cash Flows
For the Fiscal Year Ended March 31, 2014
Increase (Decrease) in Cash: | |
Cash flows provided by (used for) operating activities: | |
Net increase in net assets resulting from operations
| $ 4,943,729 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities | |
Purchases of long-term investments
| (21,902,223) |
Proceeds from disposition of long-term investments
| 22,866,704 |
Return of capital distributions from investments
| 14,324 |
Decrease in interest and dividends receivable
| 65,263 |
Increase in dividend reinvestment receivable
| (3,258) |
Increase in receivable for open forward currency contracts
| (13,439) |
Increase in principal paydown receivable
| (1,497) |
Decrease in prepaid expenses
| 5,101 |
Decrease in payable for credit facility interest
| (976) |
Increase in payable for investments purchased
| 366,577 |
Increase in investment advisory fee payable
| 104 |
Increase in administration fee payable
| 24 |
Increase in directors' fee payable
| 239 |
Increase in other current liabilities
| 1,101,678 |
Net accretion on investments
| 7,015 |
Unrealized depreciation on investments
| 581,571 |
Net realized gain on investments
| (1,445,685) |
Net cash provided by operating activities
| 6,585,251 |
Cash flows used for financing activities: | |
Decrease in payable for credit facility
| (1,900,000) |
Distributions paid to stockholders, net of reinvestments
| (4,174,002) |
Net cash used for financing activities
| (6,074,002) |
Net increase in cash
| 511,249 |
Cash at the beginning of year
| 879,793 |
Cash at the end of year
| $ 1,391,042 |
Supplemental Disclosure of Cash Flow Information: | |
Interest payments for the year ended March 31, 2014, totaled $223,503. |
Non-cash financing activities included reinvestment of distributions of $3,258. |
See Notes to Financial Statements.
48Brookfield Investment Management Inc.
Helios Strategic Income Fund, Inc.
Statement of Cash Flows
For the Fiscal Year Ended March 31, 2014
Increase (Decrease) in Cash: | |
Cash flows provided by (used for) operating activities: | |
Net increase in net assets resulting from operations
| $ 3,663,669 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities | |
Purchases of long-term investments
| (14,551,294) |
Proceeds from disposition of long-term investments
| 14,183,180 |
Return of capital distributions from investments
| 81,392 |
Decrease in interest and dividends receivable
| 34,003 |
Increase in principal paydown receivable
| (1,248) |
Decrease in prepaid expenses
| 4,408 |
Decrease in payable for credit facility interest
| (699) |
Decrease in payable for investments purchased
| (147,931) |
Increase in investment advisory fee payable
| 363 |
Increase in administration fee payable
| 84 |
Increase in directors' fee payable
| 239 |
Increase in other current liabilities
| 547,248 |
Net amortization on investments
| (11,333) |
Unrealized depreciation on investments
| 612,551 |
Net realized gain on investments
| (915,618) |
Net cash provided by operating activities
| 3,499,014 |
Cash flows used for financing activities: | |
Decrease in payable for credit facility
| (600,000) |
Distributions paid to stockholders, net of reinvestments
| (3,083,808) |
Net cash used for financing activities
| (3,683,808) |
Net decrease in cash
| (184,794) |
Cash at the beginning of year
| 1,136,721 |
Cash at the end of year
| $ 951,927 |
Supplemental Disclosure of Cash Flow Information: | |
Interest payments for the year ended March 31, 2014, totaled $191,176. |
See Notes to Financial Statements.
Helios Advantage Income Fund, Inc.
Financial Highlights
| For the Fiscal Year Ended March 31, |
| 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
Per Share Operating Performance: | | | | | | | | | |
Net asset value, beginning of year
| $ 9.41 | | $ 8.91 | | $ 8.45 | | $ 7.50 | | $ 6.20 |
Net investment income
| 0.85 1 | | 0.74 | | 0.76 | | 0.74 | | 0.70 |
Net realized and unrealized gain on investments, foreign currency transactions and forward currency contracts
| 0.15 1 | | 0.51 | | 0.42 | | 0.93 | | 1.40 |
Net increase in net asset value resulting from operations
| 1.10 | | 1.25 | | 1.18 | | 1.67 | | 2.10 |
Distributions from net investment income
| (0.79) | | (0.75) | | (0.72) | | (0.72) | | (0.70) |
Return of capital distributions
| — | | — | | — | | — | | (0.10) |
Total distributions paid
| (0.79) | | (0.75) | | (0.72) | | (0.72) | | (0.80) |
Net asset value, end of year
| $ 9.62 | | $ 9.41 | | $ 8.91 | | $ 8.45 | | $ 7.50 |
Market price, end of year
| $ 9.35 | | $ 9.09 | | $ 9.30 | | $ 7.70 | | $ 7.00 |
Total Investment Return†
| 12.49% | | 6.22% | | 32.08% | | 21.39% | | 58.73% |
Ratios to Average Net Assets/Supplementary Data: | | | | | | | | | |
Net assets, end of year (000s)
| $63,018 | | $61,696 | | $58,279 | | $55,243 | | $49,017 |
Operating expenses
| 1.81% | | 1.87% | | 1.93% | | 2.30% | | 2.22% |
Interest expense
| 0.44% | | 0.52% | | 0.55% | | 0.37% | | 0.52% |
Total expenses
| 2.25% | | 2.39% | | 2.48% | | 2.67% | | 2.74% |
Net expenses, including fee waivers and reimbursement and excluding interest expense
| 1.81% | | 1.87% | | 1.93% | | 2.24% | | 1.40% |
Net investment income
| 8.95% 1 | | 8.17% | | 8.89% | | 9.44% | | 9.97% |
Net investment income, excluding the effect of fee waivers and reimbursement
| 8.95% 1 | | 8.17% | | 8.89% | | 9.38% | | 9.15% |
Portfolio turnover rate
| 33% | | 28% | | 29% | | 62% | | 45% |
Credit Facility, end of year (000s)
| $21,400 | | $23,700 | | $23,700 | | $22,000 | | $18,331 |
Asset Coverage per $1,000 unit of senior indebtedness2
| $ 3,945 | | $ 3,603 | | $ 3,459 | | $ 3,511 | | $ 3,674 |
† | Total investment return is computed based upon the New York Stock Exchange market price of the Fund's shares and excludes the effect of broker commissions. Distributions are assumed to be reinvested at the prices obtained under the Fund's dividend reinvestment plan. | | | | |
1 | Amounts include litigation settlements. | | | | |
2 | Calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. | | | | |
See Notes to Financial Statements.
50Brookfield Investment Management Inc.
Helios High Income Fund, Inc.
Financial Highlights
| For the Fiscal Year Ended March 31, |
| 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
Per Share Operating Performance: | | | | | | | | | |
Net asset value, beginning of year
| $ 8.96 | | $ 8.48 | | $ 8.03 | | $ 7.66 | | $ 6.25 |
Net investment income
| 0.81 1 | | 0.70 | | 0.73 | | 0.69 | | 0.72 |
Net realized and unrealized gain on investments, foreign currency transactions and forward currency contracts
| 0.13 1 | | 0.50 | | 0.44 | | 0.40 | | 1.49 |
Net increase in net asset value resulting from operations
| 0.94 | | 1.20 | | 1.17 | | 1.09 | | 2.21 |
Distributions from net investment income
| (0.74) | | (0.71) | | (0.72) | | (0.69) | | (0.72) |
Return of capital distributions
| — | | (0.01) | | — | | (0.03) | | (0.08) |
Total distributions paid
| (0.74) | | (0.72) | | (0.72) | | (0.72) | | (0.80) |
Net asset value, end of year
| $ 9.16 | | $ 8.96 | | $ 8.48 | | $ 8.03 | | $ 7.66 |
Market price, end of year
| $ 8.63 | | $ 8.77 | | $ 8.90 | | $ 7.62 | | $ 7.19 |
Total Investment Return†
| 7.52% | | 7.10% | | 27.89% | | 17.00% | | 64.29% |
Ratios to Average Net Assets/Supplementary Data: | | | | | | | | | |
Net assets, end of year (000s)
| $44,469 | | $43,498 | | $41,069 | | $38,829 | | $37,040 |
Operating expenses
| 1.97% | | 2.00% | | 2.13% | | 2.51% | | 2.28% |
Interest expense
| 0.45% | | 0.52% | | 0.57% | | 0.38% | | 0.49% |
Total expenses
| 2.42% | | 2.52% | | 2.70% | | 2.89% | | 2.77% |
Net expenses, including fee waivers and reimbursement and excluding interest expense
| 1.97% | | 2.00% | | 2.13% | | 2.36% | | 1.30% |
Net investment income
| 8.96% 1 | | 8.18% | | 8.92% | | 8.91% | | 10.10% |
Net investment income, excluding the effect of fee waivers and reimbursement
| 8.96% 1 | | 8.18% | | 8.92% | | 8.75% | | 9.12% |
Portfolio turnover rate
| 33% | | 28% | | 29% | | 60% | | 48% |
Credit Facility, end of year (000s)
| $16,750 | | $17,425 | | $17,425 | | $16,900 | | $12,426 |
Asset Coverage per $1,000 unit of senior indebtedness2
| $ 3,655 | | $ 3,496 | | $ 3,357 | | $ 3,298 | | $ 3,981 |
† | Total investment return is computed based upon the New York Stock Exchange market price of the Fund's shares and excludes the effect of broker commissions. Distributions are assumed to be reinvested at the prices obtained under the Fund's dividend reinvestment plan. | | | | |
1 | Amounts include litigation settlements. | | | | |
2 | Calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. | | | | |
See Notes to Financial Statements.
Helios Multi-Sector High Income Fund, Inc.
Financial Highlights
| For the Fiscal Year Ended March 31, |
| 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
Per Share Operating Performance: | | | | | | | | | |
Net asset value, beginning of year
| $ 6.50 | | $ 6.13 | | $ 5.68 | | $ 5.38 | | $ 4.40 |
Net investment income
| 0.59 1 | | 0.51 | | 0.52 | | 0.49 | | 0.50 |
Net realized and unrealized gain on investments, foreign currency transactions and forward currency contracts
| 0.06 1 | | 0.37 | | 0.41 | | 0.29 | | 1.01 |
Net increase in net asset value resulting from operations
| 0.65 | | 0.88 | | 0.93 | | 0.78 | | 1.51 |
Distributions from net investment income
| (0.55) | | (0.51) | | (0.48) | | (0.48) | | (0.50) |
Return of capital distributions
| — | | — | | — | | — | | (0.03) |
Total distributions paid
| (0.55) | | (0.51) | | (0.48) | | (0.48) | | (0.53) |
Net asset value, end of year
| $ 6.60 | | $ 6.50 | | $ 6.13 | | $ 5.68 | | $ 5.38 |
Market price, end of year
| $ 6.80 | | $ 6.26 | | $ 6.07 | | $ 5.15 | | $ 5.00 |
Total Investment Return†
| 18.90% | | 11.99% | | 28.69% | | 13.33% | | 58.59% |
Ratios to Average Net Assets/Supplementary Data: | | | | | | | | | |
Net assets, end of year (000s)
| $50,127 | | $49,357 | | $46,483 | | $43,120 | | $40,852 |
Operating expenses
| 1.91% | | 1.96% | | 2.06% | | 2.43% | | 2.23% |
Interest expense
| 0.45% | | 0.53% | | 0.57% | | 0.39% | | 0.51% |
Total expenses
| 2.36% | | 2.49% | | 2.63% | | 2.82% | | 2.74% |
Net expenses, including fee waivers and reimbursement and excluding interest expense
| 1.91% | | 1.96% | | 2.06% | | 2.32% | | 1.30% |
Net investment income
| 8.94% 1 | | 8.20% | | 8.90% | | 9.00% | | 10.03% |
Net investment income, excluding the effect of fee waivers and reimbursement
| 8.94% 1 | | 8.20% | | 8.90% | | 8.89% | | 9.10% |
Portfolio turnover rate
| 33% | | 26% | | 30% | | 64% | | 49% |
Credit Facility, end of year (000s)
| $17,900 | | $19,800 | | $19,800 | | $19,150 | | $14,431 |
Asset Coverage per $1,000 unit of senior indebtedness2
| $ 3,800 | | $ 3,493 | | $ 3,348 | | $ 3,252 | | $ 3,831 |
† | Total investment return is computed based upon the New York Stock Exchange market price of the Fund's shares and excludes the effect of broker commissions. Distributions are assumed to be reinvested at the prices obtained under the Fund's dividend reinvestment plan. | | | | |
1 | Amounts include litigation settlements. | | | | |
2 | Calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. | | | | |
See Notes to Financial Statements.
52Brookfield Investment Management Inc.
Helios Strategic Income Fund, Inc.
Financial Highlights
| For the Fiscal Year Ended March 31, |
| 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
Per Share Operating Performance: | | | | | | | | | |
Net asset value, beginning of year
| $ 7.06 | | $ 6.62 | | $ 6.07 | | $ 5.90 | | $ 5.05 |
Net investment income
| 0.56 1 | | 0.47 | | 0.47 | | 0.48 | | 0.51 |
Net realized and unrealized gain on investments
| 0.06 1 | | 0.41 | | 0.50 | | 0.17 | | 1.00 |
Net increase in net asset value resulting from operations
| 0.62 | | 0.88 | | 0.97 | | 0.65 | | 1.51 |
Distributions from net investment income
| (0.52) | | (0.44) | | (0.42) | | (0.45) | | (0.51) |
Return of capital distributions
| — | | — | | — | | (0.03) | | (0.15) |
Total distributions paid
| (0.52) | | (0.44) | | (0.42) | | (0.48) | | (0.66) |
Net asset value, end of year
| $ 7.16 | | $ 7.06 | | $ 6.62 | | $ 6.07 | | $ 5.90 |
Market price, end of year
| $ 6.78 | | $ 6.44 | | $ 5.94 | | $ 5.31 | | $ 5.46 |
Total Investment Return†
| 14.04% | | 16.22% | | 20.55% | | 6.24% | | 51.23% |
Ratios to Average Net Assets/Supplementary Data: | | | | | | | | | |
Net assets, end of year (000s)
| $42,476 | | $41,896 | | $39,234 | | $35,983 | | $34,970 |
Operating expenses
| 1.98% | | 2.03% | | 2.14% | | 2.54% | | 2.34% |
Interest expense
| 0.45% | | 0.51% | | 0.55% | | 0.37% | | 0.47% |
Total expenses
| 2.43% | | 2.54% | | 2.69% | | 2.91% | | 2.81% |
Net expenses, including fee waivers and reimbursement and excluding interest expense
| 1.98% | | 2.03% | | 2.14% | | 2.38% | | 1.30% |
Net investment income
| 7.85% 1 | | 6.95% | | 7.38% | | 7.60% | | 9.05% |
Net investment income, excluding the effect of fee waivers and reimbursement
| 7.85% 1 | | 6.95% | | 7.38% | | 7.44% | | 8.02% |
Portfolio turnover rate
| 25% | | 36% | | 36% | | 55% | | 43% |
Credit Facility, end of year (000s)
| $15,350 | | $15,950 | | $15,950 | | $14,950 | | $11,568 |
Asset Coverage per $1,000 unit of senior indebtedness2
| $ 3,767 | | $ 3,627 | | $ 3,460 | | $ 3,407 | | $ 4,023 |
† | Total investment return is computed based upon the New York Stock Exchange market price of the Fund's shares and excludes the effect of broker commissions. Distributions are assumed to be reinvested at the prices obtained under the Fund's dividend reinvestment plan. | | | | |
1 | Amounts include litigation settlements. | | | | |
2 | Calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. | | | | |
See Notes to Financial Statements.
HELIOS FUNDS
Notes to Financial Statements
March 31, 2014
1.Organization
Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc. and Helios Strategic Income Fund, Inc. (each a “Fund” and, collectively, the “Funds” or the “Helios Funds”) were organized as separate Maryland corporations on September 7, 2004, April 16, 2003, November 14, 2005 and January 16, 2004, respectively. Each Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end management investment company with its own investment objective.
Brookfield Investment Management Inc. (“BIM” or “Adviser”), a wholly-owned subsidiary of Brookfield Asset Management Inc., is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and serves as investment adviser to the Funds.
Each Fund’s primary investment objective is to seek a high level of current income with capital growth as a secondary investment objective. No assurances can be given that each Fund’s investment objective will be achieved.
2.Significant Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Valuation of Investments: Debt securities, including U.S. government securities, listed corporate bonds, other fixed income and asset-backed securities, and unlisted securities and private placement securities, are generally valued at the bid prices furnished by an independent pricing service or, if not valued by an independent pricing service, using bid prices obtained from active and reliable market makers in any such security or a broker-dealer. The broker-dealers or pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the broker-dealers or pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the broker-dealers or pricing services also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon-rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair values. Short-term debt securities with remaining maturities of sixty days or less are valued at cost with interest accrued or discount accreted to the date of maturity, unless such valuation, in the judgment of the Adviser’s Valuation Committee, does not represent market value.
Investments in equity securities listed or traded on any securities exchange or traded in the over-the-counter market are valued at the last trade price as of the close of business on the valuation date. Investments in open-end registered investment companies, if any, are valued at the net asset value (“NAV”) as reported by those investment companies.
When price quotations for certain securities are not readily available, or if the available quotations are not believed to be reflective of market value by the Adviser, those securities will be valued at “fair value” as determined in good faith by the Adviser’s Valuation Committee using procedures adopted by and under the supervision of the Fund’s Boards of Directors (the “Boards”). There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s NAV.
Fair valuation procedures may be used to value a substantial portion of the assets of each Fund. A Fund may use the fair value of a security to calculate its NAV when, for example, (1) a portfolio security is not traded in a public
54Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Adviser determines that the quotation or price for a portfolio security provided by a broker-dealer or an independent pricing service is inaccurate.
The “fair value” of securities may be difficult to determine and thus judgment plays a greater role in the valuation process. The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality.
The values assigned to fair valued investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Imprecision in estimating fair value can also impact the amount of unrealized appreciation or depreciation recorded for a particular portfolio security and differences in the assumptions used could result in a different determination of fair value, and those differences could be material.
The Boards have adopted procedures for the valuation of the Funds’ securities and has designated the day to day responsibilities for valuation determinations under these procedures to the Adviser. The Boards have reviewed and approved the valuation procedures utilized by the Adviser and regularly reviews the application of the procedures to the securities in the Funds’ portfolios. Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers. When price quotations for certain securities are not readily available or cannot be determined, a significant event has occurred that would materially affect the value of the security, or if the available quotations are not believed to be reflective of the market value by the Adviser, those securities will be valued at “fair value” as determined in good faith by the Adviser’s Valuation Committee using procedures adopted by and under the supervision of the Funds’ Boards. The Valuation Committee is comprised of senior members of the Adviser’s management team. There can be no assurance that the Funds could purchase or sell a portfolio security at the price used to calculate the Funds’ NAVs.
The Funds have established methods of fair value measurements in accordance with GAAP. Fair value denotes the price that a Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy has been established to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
• | Level 1 - | quoted prices in active markets for identical investments |
• | Level 2 - | quoted prices in markets that are not active or other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
• | Level 3 - | significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments) |
The Adviser’s valuation policy, as previously stated, establishes parameters for the sources and types of valuation analysis, as well as, the methodologies and inputs the Adviser uses in determining fair value, including the use of the Adviser’s Valuation Committee. If the Valuation Committee determines that additional techniques, sources or inputs are appropriate or necessary in a given situation, such additional work will be undertaken.
Significant increases or decreases in any of the unobservable inputs in isolation may result in a lower or higher fair value measurement.
To assess the continuing appropriateness of security valuations, the Adviser (or its third party service provider who is subject to oversight by the Adviser), compares daily its prior day prices, prices on comparable securities and sales prices and challenges those prices that either remain unchanged or exceeds certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair value determinations on a regular basis after considering all relevant information that is reasonably available.
The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.
Helios Advantage Income Fund, Inc.
The following table summarizes the Fund's investments categorized in the disclosure hierarchy as of March 31, 2014:
Valuation Inputs | Level 1 | | Level 2 | | Level 3 | | Total |
Residential Mortgage Related Holdings
| $ — | | $ — | | $ 2,212,568 | | $ 2,212,568 |
Corporate Bonds
| — | | 77,091,122 | | 175 | | 77,091,297 |
Term Loans
| — | | 2,178,678 | | — | | 2,178,678 |
Common Stocks
| 1,630,136 | | — | | — | | 1,630,136 |
Warrants
| 312,354 | | — | | — | | 312,354 |
Total
| $ 1,942,490 | | $ 79,269,800 | | $ 2,212,743 | | $ 83,425,033 |
Valuation Inputs | Other Financial Instruments* |
Level 1 — Quoted Prices
| $16,345 |
Level 2 — Quoted Prices in Inactive Markets or Other Significant Observable Inputs
| — |
Level 3 — Significant Unobservable Inputs
| — |
Total
| $16,345 |
* Other financial instruments include forward currency contracts.
The following table provides quantitative information about the Fund’s Level 3 values, as well as their inputs, as of March 31, 2014. The table is not all-inclusive, but provides information on the significant Level 3 inputs.
56Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
| Quantitative Information about Level 3 Fair Value Measurements(1) |
Assets | Fair Value as of March 31, 2014 | Valuation Methodology | Significant Unobservable Input | Price |
Corporate Bonds
| $175 | Discounted Cash
Flow | Market Comparable Companies | $0.01 |
(1) | The table above does not include level 3 securities that are valued by brokers and pricing services. At March 31, 2014, the value of these securities was approximately $2,212,568. The inputs for these securities are not readily available or cannot be reasonably estimated and are generally those inputs described in Valuation of Investments note above. The appropriateness of fair values for these securities is monitored on an ongoing basis which may include results of back testing, unchanged price review, results of broker and vendor due diligence and consideration of macro or security specific events. |
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Investments in Securities | Residential Mortgage Related Holdings | | Corporate Bonds | | Total |
Balance as of March 31, 2013
| $ — | | $200 | | $ 200 |
Accrued Discounts (Premiums)
| — | | — | | — |
Realized Gain/(Loss)
| — | | (25) | | (25) |
Change in Unrealized Appreciation (Depreciation)
| 3,238 | | — | | 3,238 |
Purchases at cost
| 2,209,330 | | — | | 2,209,330 |
Sales proceeds
| — | | — | | — |
Transfers into Level 3
| — | | — | | — |
Balance as of March 31, 2014
| $2,212,568 | | $175 | | $2,212,743 |
Change in unrealized gains or losses relating to assets still held at reporting date
| $ 3,238 | | $ — | | $ 3,238 |
Helios High Income Fund, Inc.
The following table summarizes the Fund's investments categorized in the disclosure hierarchy as of March 31, 2014:
Valuation Inputs | Level 1 | | Level 2 | | Level 3 | | Total |
Residential Mortgage Related Holdings
| $ — | | $ — | | $ 1,606,922 | | $ 1,606,922 |
Corporate Bonds
| — | | 55,601,377 | | 125 | | 55,601,502 |
Term Loans
| — | | 1,598,890 | | — | | 1,598,890 |
Common Stocks
| 1,175,050 | | — | | — | | 1,175,050 |
Warrants
| 234,319 | | — | | — | | 234,319 |
Total
| $ 1,409,369 | | $ 57,200,267 | | $ 1,607,047 | | $ 60,216,683 |
Valuation Inputs | Other Financial Instruments* |
Level 1 — Quoted Prices
| $11,421 |
Level 2 — Quoted Prices in Inactive Markets or Other Significant Observable Inputs
| — |
Level 3 — Significant Unobservable Inputs
| — |
Total
| $11,421 |
* Other financial instruments include forward currency contracts.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
The following table provides quantitative information about the Fund’s Level 3 values, as well as their inputs, as of March 31, 2014. The table is not all-inclusive, but provides information on the significant Level 3 inputs.
| Quantitative Information about Level 3 Fair Value Measurements(1) |
Assets | Fair Value as of March 31, 2014 | Valuation Methodology | Significant Unobservable Input | Price |
Corporate Bonds
| $125 | Discounted Cash
Flow | Market Comparable Companies | $0.01 |
(1) | The table above does not include level 3 securities that are valued by brokers and pricing services. At March 31, 2014, the value of these securities was approximately $1,606,922. The inputs for these securities are not readily available or cannot be reasonably estimated and are generally those inputs described in Valuation of Investments note above. The appropriateness of fair values for these securities is monitored on an ongoing basis which may include results of back testing, unchanged price review, results of broker and vendor due diligence and consideration of macro or security specific events. |
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Investments in Securities | Residential Mortgage Related Holdings | | Corporate Bonds | | Total |
Balance as of March 31, 2013
| $ 37,162 | | $150 | | $ 37,312 |
Accrued Discounts (Premiums)
| — | | — | | — |
Realized Gain/(Loss)
| 120,571 | | (25) | | 120,546 |
Change in Unrealized Appreciation (Depreciation)
| 2,644 | | — | | 2,644 |
Purchases at cost
| 1,604,278 | | — | | 1,604,278 |
Sales proceeds
| (157,733) | | — | | (157,733) |
Transfers into Level 3
| — | | — | | — |
Balance as of March 31, 2014
| $1,606,922 | | $125 | | $1,607,047 |
Change in unrealized gains or losses relating to assets still held at reporting date
| $ 2,644 | | $ — | | $ 2,644 |
Helios Multi-Sector High Income Fund, Inc.
The following table summarizes the Fund's investments categorized in the disclosure hierarchy as of March 31, 2014:
Valuation Inputs | Level 1 | | Level 2 | | Level 3 | | Total |
Residential Mortgage Related Holdings
| $ — | | $ — | | $ 1,799,304 | | $ 1,799,304 |
Corporate Bonds
| — | | 62,407,498 | | 150 | | 62,407,648 |
Term Loans
| — | | 1,792,335 | | — | | 1,792,335 |
Common Stocks
| 1,322,899 | | — | | — | | 1,322,899 |
Warrants
| 273,316 | | — | | — | | 273,316 |
Total
| $ 1,596,215 | | $ 64,199,833 | | $ 1,799,454 | | $ 67,595,502 |
58Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
Valuation Inputs | Other Financial Instruments* |
Level 1 — Quoted Prices
| $13,439 |
Level 2 — Quoted Prices in Inactive Markets or Other Significant Observable Inputs
| — |
Level 3 — Significant Unobservable Inputs
| — |
Total
| $13,439 |
* Other financial instruments include forward currency contracts.
The following table provides quantitative information about the Fund’s Level 3 values, as well as their inputs, as of March 31, 2014. The table is not all-inclusive, but provides information on the significant Level 3 inputs.
| Quantitative Information about Level 3 Fair Value Measurements(1) |
Assets | Fair Value as of March 31, 2014 | Valuation Methodology | Significant Unobservable Input | Price |
Corporate Bonds
| $150 | Discounted Cash
Flow | Market Comparable Companies | $0.01 |
(1) | The table above does not include level 3 securities that are valued by brokers and pricing services. At March 31, 2014, the value of these securities was approximately $1,799,304. The inputs for these securities are not readily available or cannot be reasonably estimated and are generally those inputs described in Valuation of Investments note above. The appropriateness of fair values for these securities is monitored on an ongoing basis which may include results of back testing, unchanged price review, results of broker and vendor due diligence and consideration of macro or security specific events. |
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Investments in Securities | Residential Mortgage Related Securities | | Corporate Bonds | | Total |
Balance as of March 31, 2013
| $ 37,162 | | $175 | | $ 37,337 |
Accrued Discounts (Premiums)
| — | | — | | — |
Realized Gain/(Loss)
| 120,571 | | (25) | | 120,546 |
Change in Unrealized Appreciation (Depreciation)
| 2,960 | | — | | 2,960 |
Purchases at cost
| 1,796,344 | | — | | 1,796,344 |
Sales proceeds
| (157,733) | | — | | (157,773) |
Transfers into Level 3
| — | | — | | — |
Balance as of March 31, 2014
| $1,799,304 | | $150 | | $1,799,454 |
Change in unrealized gains or losses relating to assets still held at reporting date
| $ 2,960 | | $ — | | $ 2,960 |
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
Helios Strategic Income Fund, Inc.
The following table summarizes the Fund's investments categorized in the disclosure hierarchy as of March 31, 2014:
Valuation Inputs | Level 1 | | Level 2 | | Level 3 | | Total |
Commercial Mortgage Related Holdings
| $ — | | $ — | | $ 1,536,421 | | $ 1,536,421 |
Corporate Bonds
| — | | 51,322,518 | | 125 | | 51,322,643 |
Term Loans
| — | | 1,227,112 | | — | | 1,227,112 |
Common Stocks
| 2,852,339 | | — | | — | | 2,852,339 |
Warrants
| 234,319 | | — | | — | | 234,319 |
Total
| $ 3,086,658 | | $ 52,549,630 | | $ 1,536,546 | | $ 57,172,834 |
The following table provides quantitative information about the Fund’s Level 3 values, as well as their inputs, as of March 31, 2014. The table is not all-inclusive, but provides information on the significant Level 3 inputs.
| Quantitative Information about Level 3 Fair Value Measurements(1) |
Assets | Fair Value as of March 31, 2014 | Valuation Methodology | Significant Unobservable Input | Price |
Corporate Bonds
| $125 | Discounted Cash
Flow | Market Comparable Companies | $0.01 |
(1) | The table above does not include level 3 securities that are valued by brokers and pricing services. At March 31, 2014, the value of these securities was approximately $1,536,421. The inputs for these securities are not readily available or cannot be reasonably estimated and are generally those inputs described in Valuation of Investments note above. The appropriateness of fair values for these securities is monitored on an ongoing basis which may include results of back testing, unchanged price review, results of broker and vendor due diligence and consideration of macro or security specific events. |
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Investments in Securities | Commercial Mortgage Related Holdings | | Corporate Bonds | | Total |
Balance as of March 31, 2013
| $ — | | $150 | | $ 150 |
Accrued Discounts (Premiums)
| — | | — | | — |
Realized Gain/(Loss)
| — | | (25) | | (25) |
Change in Unrealized Appreciation (Depreciation)
| — | | — | | — |
Purchases at cost
| — | | — | | — |
Sales proceeds
| — | | — | | — |
Transfers into Level 3
| 1,536,421 | | — | | 1,536,421 (a) |
Balance as of March 31, 2014
| $1,536,421 | | $125 | | $1,536,546 |
Change in unrealized gains or losses relating to assets still held at reporting date
| $ — | | $ — | | $ — |
(a) | Transfers into Level 3 are due to a decline or an increase in market activity (e.g. frequency of trades), which resulted in a lack of or an increase in available market inputs to determine price. |
During the fiscal year ended March 31, 2014, there was no security transfer activity between Level 1 and Level 2. The basis for recognizing and valuing transfers is as of the end of the period in which the transfers occur.
Investment Transactions and Investment Income: Securities transactions are recorded on the trade date. Realized gains and losses from securities transactions are calculated on the identified cost basis. Interest income is
60Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
recorded on the accrual basis. Discounts and premiums on debt securities are accreted and amortized, respectively, on a daily basis, using the effective yield to maturity method adjusted based on management’s assessment of the collectability of such interest. Dividend income is recorded on the ex-dividend date.
Taxes: Each Fund intends to continue to meet the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its taxable income to its stockholders. Therefore, no federal income or excise tax provision is required. Each Fund may incur an excise tax to the extent it has not distributed all of its taxable income on a calendar year basis.
GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. An evaluation of tax positions taken in the course of preparing the Funds’ tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the taxing authority is required. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be booked as a tax expense in the current year and recognized as: a liability for unrecognized tax benefits; a reduction of an income tax refund receivable; a reduction of a deferred tax asset; an increase in a deferred tax liability; or a combination thereof. As of March 31, 2014, the Funds have determined that there are no uncertain tax positions or tax liabilities required to be accrued.
The Funds have reviewed all taxable years that are open for examination (i.e., not barred by the applicable statute of limitations) by taxing authorities of all major jurisdictions, including the Internal Revenue Service. As of March 31, 2014, open taxable years consisted of the taxable years ended March 31, 2011 through March 31, 2014. No examination of any of the Funds' tax returns is currently in progress.
Expenses: Expenses directly attributable to a Fund are charged directly to that Fund, while expenses which are attributable to more than one Fund are allocated among the respective Funds based upon relative net assets.
Dividends and Distributions: Each Fund declares and pays dividends monthly from net investment income. To the extent that these distributions exceed net investment income, they may be classified as return of capital. Each Fund also pays distributions at least annually from its net realized capital gains, if any. Dividends and distributions are recorded on the ex-dividend date. All common shares have equal dividend and other distribution rights. A notice disclosing the source(s) of a distribution will be provided if payment is made from any source other than net investment income. Any such notice would be provided only for informational purposes in order to comply with the requirements of Section 19(a) of the 1940 Act and not for tax reporting purposes. The tax composition of each Fund’s distributions for each calendar year is reported on IRS Form 1099-DIV.
Dividends from net investment income and distributions from realized gains from investment transactions have been determined in accordance with Federal income tax regulations and may differ from net investment income and realized gains recorded by each Fund for financial reporting purposes. These differences, which could be temporary or permanent in nature, may result in reclassification of distributions; however, net investment income, net realized gains and losses and net assets are not affected.
When-Issued and Delayed Delivery Transactions: The Funds may engage in when-issued or delayed delivery transactions. The Funds record when-issued securities on the trade date and maintain security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.
Foreign Currency Translation: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Funds isolate the portion of realized gains or losses resulting from changes in foreign exchange rates on securities from the fluctuations arising from changes in market prices of securities held. The
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
Funds do not isolate the portion of unrealized gains or losses resulting from changes in foreign exchange rates on securities from the fluctuations arising from changes in market prices of securities held.
Reported net realized foreign exchange gains or losses arise from sales of securities, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid.
Forward Currency Contracts: A forward currency contract (“forward contract”) is an agreement between two parties to buy or sell a currency at an agreed upon price for settlement at a future date. During the period the forward contract is in existence, changes in the value of the forward contract will fluctuate with changes in the currency exchange rates. The forward contract is marked to market daily and these changes are recorded as an unrealized gain or loss. Gain or loss on the purchase or sale of a forward contract is realized on the settlement date.
The Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc. and Helios Multi-Sector High Income Fund, Inc. invest in forward contracts to hedge against fluctuations in the value of foreign currencies caused by changes in the prevailing currency exchange rates. The use of forward contracts involves the risk that the counterparties may be unable to meet the terms of their contracts and may be negatively impacted from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.
Bank of New York Mellon was the counterparty for all forward contracts. As of March 31, 2014, the following forward contracts were outstanding:
Fund | Settlement Date | Currency to be Delivered | U.S. $ Value at March 31, 2014 | Currency to be Received | Unrealized Appreciation |
Helios Advantage Income Fund, Inc.
| 05/12/14 | 2,025,000 | Euros | $2,789,517 | $2,805,862 | U.S. Dollars | $16,345 |
Helios High Income Fund, Inc.
| 05/12/14 | 1,415,000 | Euros | 1,949,218 | 1,960,639 | U.S. Dollars | 11,421 |
Helios Multi-Sector High Income
Fund, Inc.
| 05/12/14 | 1,665,000 | Euros | 2,293,603 | 2,307,042 | U.S. Dollars | 13,439 |
| | | | | | | |
The following table sets forth the fair value of each Fund’s derivative instruments:
Fund | Derivatives Not Accounted for as Hedging Instruments | Statement of Assets and Liabilities | Fair Value as of March 31, 2014 |
Helios Advantage Income
Fund, Inc.
| Forward contracts | Receivable for open forward currency contracts | $16,345 |
Helios High Income
Fund, Inc.
| Forward contracts | Receivable for open forward currency contracts | 11,421 |
Helios Multi-Sector High
Income Fund, Inc.
| Forward contracts | Receivable for open forward currency contracts | 13,439 |
| | | |
The following table sets forth the effect of derivative instruments on the Statements of Operations for the fiscal year ended March 31, 2014:
62Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
Fund | Derivatives Not Accounted for as Hedging Instruments | Location of Gain (Losses) on Derivatives Recognized in Income | Net Realized Loss on Forward Currency Contracts | Net Change in Unrealized Appreciation on Forward Currency Contracts |
Helios Advantage
Income Fund, Inc.
| Forward contracts | Forward currency contracts | $(104,618) | $16,345 |
Helios High Income
Fund, Inc.
| Forward contracts | Forward currency contracts | (74,108) | 11,421 |
Helios Multi-Sector High Income
Fund, Inc.
| Forward contracts | Forward currency contracts | (84,572) | 13,439 |
| | | | |
Below is the gross and net information about instruments and transactions eligible for offset in the Statements of Assets and Liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement:
Helios Advantage Income Fund, Inc.
| | | | Gross Amounts not offset in the Statement of Assets and Liabilities | |
| Gross Amounts of Recognized Assets | Gross Amounts Offset in the Statement of Assets and Liabilities | Net Amounts Presented in the Statement of Assets and Liabilities | Financial Instruments | Collateral Pledged (Received) | Net Amount |
Description | | | | | | |
Forward Contracts
| $16,345 | $— | $16,345 | $16,345 | $— | $16,345 |
Helios High Income Fund, Inc.
| | | | Gross Amounts not offset in the Statement of Assets and Liabilities | |
| Gross Amounts of Recognized Assets | Gross Amounts Offset in the Statement of Assets and Liabilities | Net Amounts Presented in the Statement of Assets and Liabilities | Financial Instruments | Collateral Pledged (Received) | Net Amount |
Description | | | | | | |
Forward Contracts
| $11,421 | $— | $11,421 | $11,421 | $— | $11,421 |
Helios Multi-Sector High Income Fund, Inc.
| | | | Gross Amounts not offset in the Statement of Assets and Liabilities | |
| Gross Amounts of Recognized Assets | Gross Amounts Offset in the Statement of Assets and Liabilities | Net Amounts Presented in the Statement of Assets and Liabilities | Financial Instruments | Collateral Pledged (Received) | Net Amount |
Description | | | | | | |
Forward Contracts
| $13,439 | $— | $13,439 | $13,439 | $— | $13,439 |
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
The Funds have elected to not offset derivative assets and liabilities or financial assets, including cash, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides the Fund, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
Cash Flow Information: Each Fund invests in securities and distributes dividends and distributions which are paid in cash or are reinvested at the discretion of stockholders. These activities are reported in the Statements of Changes in Net Assets. Additional information on cash receipts and cash payments is presented in the Statement of Cash Flows. Cash, as used in the Statement of Cash Flows, is the amount reported as “Cash” in the Statements of Assets and Liabilities, and does not include short-term investments.
Accounting practices that do not affect reporting activities on a cash basis include carrying investments at value and accreting discounts and amortizing premiums on debt obligations.
3.Risks of Investing in Asset-Backed Securities and Below-Investment Grade Securities
The value of asset-backed securities may be affected by, among other factors, changes in: interest rates, the market's assessment of the quality of the underlying assets or the creditworthiness of the servicer for the underlying assets, information concerning the originator of the underlying assets or the creditworthiness or rating of the entities that provide any supporting letters of credit, surety bonds, derivative instruments, or other credit enhancement. The value of asset-backed securities also will be affected by the exhaustion, termination or expiration of any credit enhancement.
The Funds have investments in below-investment grade debt securities. Below-investment grade securities involve a higher degree of credit risk than investment grade debt securities. In the event of an unanticipated default, the Funds would experience a reduction in their income, a decline in the market value of the securities so affected and a decline in the NAV of their shares. During an economic downturn or period of rising interest rates, highly leveraged and other below-investment grade issuers frequently experience financial stress that could adversely affect their ability to service principal and interest payment obligations, to meet projected business goals and to obtain additional financing. The market prices of below-investment grade debt securities are generally less sensitive to interest rate changes than higher-rated investments but are more sensitive to adverse economic or political changes or individual developments specific to the issuer than higher-rated investments. Periods of economic or political uncertainty and change can be expected to result in significant volatility of prices for these securities. Rating services consider these securities to be speculative in nature.
Below-investment grade securities may be subject to market conditions, events of default or other circumstances which cause them to be considered “distressed securities.” Distressed securities frequently do not produce income while they are outstanding. The Funds may be required to bear certain extraordinary expenses in order to protect and recover their investments in certain distressed securities. Therefore, to the extent the Funds seek capital growth through investment in such securities, the Funds' ability to achieve current income for their stockholders may be diminished. The Funds also are subject to significant uncertainty as to when and in what manner and for what value the obligations evidenced by distressed securities will eventually be satisfied (e.g., through a liquidation of the obligor's assets, an exchange offer or plan of reorganization involving the securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange offer is made or a plan of reorganization is adopted with respect to distressed securities held by the Funds, there can be no assurance that the securities or other assets received by the Funds in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made. Moreover, any securities received by the Funds upon completion of an exchange offer or plan or reorganization may be restricted as to resale. As a result of the Funds' participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of such securities, the Funds may be restricted from disposing of distressed securities.
64Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
4.Investment Advisory Agreements and Related Party Transactions
Each Fund has entered into a separate Investment Advisory Agreement (the “Advisory Agreements”) with the Adviser under which the Adviser is responsible for the management of each Fund’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of each Fund. The Advisory Agreements provide, among other things, that the Adviser will bear all expenses of its employees and overhead incurred in connection with the performance of its duties under the Advisory Agreements, and will pay all salaries of the Funds’ directors and officers who are affiliated persons (as such term is defined in the 1940 Act) of the Adviser. The Advisory Agreements provide that each Fund shall pay the Adviser a monthly fee for its services at an annual rate of 0.65% of each Fund’s average daily total assets minus liabilities (other than aggregate indebtedness entered into for purposes of leverage) (“Managed Assets”).
During the fiscal year ended March 31, 2014, the Adviser earned the following in investment advisory fees under the Advisory Agreements.
Fund | Investment Advisory Fees |
Helios Advantage Income Fund, Inc.
| $553,239 |
Helios High Income Fund, Inc.
| 397,299 |
Helios Multi-Sector High Income Fund, Inc.
| 449,368 |
Helios Strategic Income Fund, Inc.
| 379,397 |
Each Fund entered into separate Administration Agreements with the Adviser. The Adviser entered into a sub-administration agreement with U.S. Bancorp Fund Services, LLC. The Adviser and the sub-administrator perform administrative services necessary for the operation of the Funds, including maintaining certain books and records of the Funds and preparing reports and other documents required by federal, state and other applicable laws and regulations, and providing the Funds with administrative office facilities. For its services under the Administration Agreements, the Adviser receives from each Fund an annual fee equal to 0.15% of its average daily Managed Assets, payable monthly in arrears.
During the fiscal year ended March 31, 2014, the Adviser earned the following in Administration fees:
Fund | Administration Fees |
Helios Advantage Income Fund, Inc.
| $127,670 |
Helios High Income Fund, Inc.
| 91,684 |
Helios Multi-Sector High Income Fund, Inc.
| 103,700 |
Helios Strategic Income Fund, Inc.
| 87,553 |
Certain officers and/or directors of the Funds are officers and/or directors of the Adviser.
5.Purchases and Sales of Investments
Purchases and sales of investments, excluding short-term securities, the credit facility and U.S. Government securities, for the fiscal year ended March 31, 2014 were as follows:
Fund | Purchases | Sales |
Helios Advantage Income Fund, Inc.
| $26,964,531 | $28,353,351 |
Helios High Income Fund, Inc.
| 19,350,658 | 19,520,026 |
Helios Multi-Sector High Income Fund, Inc.
| 21,902,223 | 22,866,704 |
Helios Strategic Income Fund, Inc.
| 14,551,294 | 14,183,180 |
During the fiscal year ended March 31, 2014, there were no transactions in U.S. Government securities.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
6.Borrowings
Credit facility: The Funds established a line of credit with BNP Paribas for investment purposes subject to the limitations of the 1940 Act for borrowings by registered investment companies. Each Fund pays interest in the amount of 0.80% plus the 3-month London Interbank Offered Rate on the amount outstanding and 0.80% on the line of credit that is unused. For the fiscal year ended March 31, 2014, the average interest rate paid under the line of credit was 1.19% for Helios Advantage Income Fund, Inc., 1.14% for Helios High Income Fund, Inc., 1.16% for Helios Multi-Sector High Income Fund, Inc. and 1.17% for Helios Strategic Income Fund, Inc.
| Helios Advantage Income Fund, Inc. | Helios High Income Fund, Inc. | Helios Multi-Sector High Income Fund, Inc. | Helios Strategic Income Fund, Inc. |
Total line of credit amount available
| $27,000,000 | $19,000,000 | $22,000,000 | $18,000,000 |
Line of credit outstanding at March 31, 2014
| 21,400,000 | 16,750,000 | 17,900,000 | 15,350,000 |
Line of credit amount unused at March 31,
2014
| 5,600,000 | 2,250,000 | 4,100,000 | 2,650,000 |
Average balance outstanding during the year
| 22,887,945 | 17,185,205 | 19,159,726 | 16,260,411 |
Interest expense incurred on line of credit
during the year
| 271,234 | 196,370 | 222,527 | 190,477 |
7.Capital Stock
Each Fund is authorized to issue 1,000,000,000 shares of capital stock with a par value of $0.0001 per share. The Funds’ Boards of Directors are authorized to classify and reclassify any unissued shares of capital stock from time to time by setting or changing any preferences, conversion or other rights, voting powers, or, restrictions, limitations as to dividends, qualifications, or terms or conditions for the redemption of such shares by the Funds. The common shares have no preemptive, conversion, exchange or redemption rights. All common shares have equal voting, dividend, distribution and liquidation rights. The common shares, when issued, will be fully paid and non-assessable. Common stockholders are entitled to one vote per share and all voting rights for the election of Directors are non-cumulative. The Funds have no present intention of offering additional shares, except as described in the Dividend Reinvestment Plan on page 79.
66Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
8.Federal Income Tax Information
Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from GAAP.
The tax character of distributions paid for the fiscal year ended March 31, 2014 were as follows:
| Helios Advantage Income Fund, Inc. | | Helios High Income Fund, Inc. | | Helios Multi-Sector High Income Fund, Inc. | | Helios Strategic Income Fund, Inc. |
Ordinary income(1)
| $5,177,180 | | $3,594,149 | | $4,177,260 | | $3,083,808 |
Return of Capital
| — | | — | | — | | — |
Total distributions
| $5,177,180 | | $3,594,149 | | $4,177,260 | | $3,083,808 |
(1) For tax purposes, short-term capital gain distributions are considered ordinary income distributions.
The tax character of distributions paid for the fiscal year ended March 31, 2013 were as follows:
| Helios Advantage Income Fund, Inc. | | Helios High Income Fund, Inc. | | Helios Multi-Sector High Income Fund, Inc. | | Helios Strategic Income Fund, Inc. |
Ordinary income(1)
| $4,911,337 | | $3,464,450 | | $3,872,058 | | $2,609,376 |
Return of Capital
| — | | 28,702 | | — | | — |
Total distributions
| $4,911,337 | | $3,493,152 | | $3,872,058 | | $2,609,376 |
(1) For tax purposes, short-term capital gain distributions are considered ordinary income distributions.
At March 31, 2014, each Fund's most recently completed tax year-end, the components of net assets (excluding paid-in capital) on a tax basis were as follows:
| Helios Advantage Income Fund, Inc. | | Helios High Income Fund, Inc. | | Helios Multi-Sector High Income Fund, Inc. | | Helios Strategic Income Fund, Inc. |
Undistributed ordinary income
| $ 613,520 | | $ 271,956 | | $ 610,662 | | $ 630,862 |
Capital loss carryforward (1)
| (397,526,293) | | (296,700,618) | | (447,029,269) | | (363,059,296) |
Post-October capital loss deferral
| (250,118) | | (326,163) | | (842,395) | | (244,674) |
Unrealized appreciation
| 4,370,299 | | 3,063,315 | | 3,510,113 | | 2,995,361 |
| $(392,792,592) | | $(293,691,510) | | $(443,750,889) | | $(359,677,747) |
(1) To the extent that future capital gains are offset by capital loss carryforwards, such gains will not be distributed.
As of March 31, 2014, the Funds' capital loss carryforwards were as follows:
Fund | Expiring in 2016 | Expiring in 2017 | Expiring in 2018 |
Helios Advantage Income Fund, Inc.
| $50,821,411 | $175,931,140 | $170,773,742 |
Helios High Income Fund, Inc.
| 39,671,548 | 130,227,458 | 126,801,612 |
Helios Multi-Sector High Income Fund, Inc.
| 58,429,737 | 205,725,327 | 182,874,205 |
Helios Strategic Income Fund, Inc.
| 59,012,864 | 152,878,554 | 151,167,878 |
Federal Income Tax Basis: The Federal income tax basis of each Fund's investments, not including foreign currency translation and forward currency contracts, at March 31, 2014 was as follows:
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
Fund | Cost of Investments | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation |
Helios Advantage Income Fund, Inc.
| $79,055,138 | $5,244,521 | $(874,626) | $4,369,895 |
Helios High Income Fund, Inc.
| 57,153,644 | 3,737,419 | (674,380) | 3,063,039 |
Helios Multi-Sector High Income Fund, Inc.
| 64,085,723 | 4,231,873 | (722,094) | 3,509,779 |
Helios Strategic Income Fund, Inc.
| 54,127,101 | 3,916,937 | (871,204) | 3,045,733 |
Capital Account Reclassifications: Because Federal income tax regulations differ in certain respects from GAAP, income and capital gain distributions, if any, determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. These differences are primarily due to differing treatments for wash sales, partnership income/expense and return of capital. Permanent book and tax differences, if any, relating to shareholder distributions will result in reclassifications to paid-in-capital or to undistributed capital gains. These reclassifications have no effect on net assets or NAV per share. Any undistributed net investment income and realized gain remaining at fiscal year end is distributed in the following year.
At March 31, 2014, the Funds' most recently completed tax year-end, each Fund's components of net assets were increased or (decreased) by the amounts shown in the table below:
Fund | Undistributed Net Investment Income | Accumulated Net Realized Loss | Additional Paid-in Capital |
Helios Advantage Income Fund, Inc.
| $(120,040) | $120,549 | $(509) |
Helios High Income Fund, Inc.
| (84,897) | 85,261 | (364) |
Helios Multi-Sector High Income Fund, Inc.
| (97,029) | 97,441 | (412) |
Helios Strategic Income Fund, Inc.
| (118,324) | 118,773 | (449) |
9.Indemnification
Under each Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to each Fund. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for indemnification. The Funds’ maximum exposure under these arrangements is unknown, since this would involve the resolution of certain claims, as well as future claims that may be made, against the Funds. Thus, an estimate of the financial impact, if any, of these arrangements cannot be made at this time. However, based on experience, the Funds' expect the risk of loss due to these warranties and indemnities to be unlikely.
10.New Accounting Pronouncements
In June 2013, FASB issued Accounting Standards Update 2013-08 Financial Services – Investment Companies (Topic 946) –Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”) which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. ASU 2013-08 sets forth a methodology for determining whether an entity should be characterized as an investment company and prescribes fair value accounting for an investment company’s non-controlling ownership interest in another investment company. FASB has determined that a fund registered under the Investment Company Act of 1940 automatically meets ASU 2013-08’s criteria for an investment company. Although still evaluating the potential impacts of ASU 2013-08 to the Funds, management expects that the impact of the Funds’ adoption will be limited to additional financial statement disclosures.
11.Pending Litigation
Beginning in late 2007, lawsuits were filed in state and federal courts in Tennessee, Alabama, Arkansas, Indiana, Mississippi, Louisiana, New York and Texas relating to certain fixed income funds managed by Brookfield Investment Management Inc., including RMK High Income Fund, Inc., RMK Strategic Income Fund, Inc., RMK Advantage Income Fund, Inc., and RMK Multi-Sector High Income Fund, Inc. (the “Closed-End Funds”). On
68Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
September 23, 2008, many of the cases pending in federal court in the Western District of Tennessee were consolidated into a single securities class action proceeding encaptioned In re Regions Morgan Keegan Closed-End Fund Litigation (the “Class Action”). On January 4, 2013, the Court preliminarily approved a settlement of the Class Action and preliminarily certified as a class all persons who purchased or otherwise acquired the publicly traded shares of the Closed-End Funds during the period from their respective initial offering dates through July 14, 2009. The settlement provided for the possibility that class members could elect to remove themselves from the class and pursue claims on an individual basis (“Opt-Out Actions”). On August 5, 2013, the Court entered an order approving the proposed settlement of the Class Action and award of attorney’s fees and expenses. The settlement provided for a release of securities claims alleged against the Closed-End Funds and other defendants, in exchange for a payment of $62 million by the non-Fund defendants to the class plaintiffs. The settlement did not require any payment made by the Closed-End Funds in connection with the settlement of the Class Action.
Approximately three individual actions filed prior to approval of the Class Action settlement remain pending: Stewart Goddard Family Living Trust U/A and Goddard Foundation v. Morgan Keegan and Co., Inc., et al. (the “Goddard Action”), Duncan v. Morgan Keegan & Co., Inc., et al. (the “Duncan Action”), and Davies v. Morgan Asset Mgmt., Inc., et al. (the “Davies Action”). The Goddard Action names RMK Advantage Income Fund, Inc. and RMK Strategic Income Fund, Inc. as defendants. The Duncan Action names RMK Advantage Income Fund, Inc., RMK High Income Fund, Inc., RMK Strategic Income Fund, Inc., and RMK Multi-Sector High Income Fund, Inc. as defendants. The Davies Action names RMK Advantage Income Fund, Inc., RMK High Income Fund, Inc., and RMK Strategic Income Fund, Inc. as defendants. The Duncan Action has been dismissed with prejudice with respect to all defendants except for the claims of plaintiff Francis H. Kohn. The Davies Action seeks approximately $280,000 in damages, exclusive of interest, costs and attorneys’ fees. The complaints in the Goddard Action and Duncan Action do not quantify the amount of damages sought. Two other actions, Burke v. Citigroup Global Markets, Inc., and Francis et al. v. Morgan Keegan & Co Inc., et al., have been dismissed with prejudice.
Subsequent to the Class Action settlement, five purported Opt-Out Actions to date have been filed against the Closed-End Funds in the Western District of Tennessee: Warwick et al. v. RMK High Income Fund, Inc., et al. (the “Warwick Action”), Small v. RMK High Income Fund, Inc., et al. (the “Small Action”), Adkins et al. v. Regions Morgan Keegan Select High Income Fund, Inc., et al. (the “Adkins Action”), Starnes et al. v. Regions Morgan Keegan Select High Income Fund, Inc., et al. (the “Starnes Action”), and Stein et al. v. Regions Morgan Keegan Select High Income Fund, Inc., et al. (the “Stein Action”). The five Opt-Out Actions generally allege that defendants misrepresented or failed to disclose material facts relating to portfolio composition, fair valuation, liquidity and risk in fund registration statements and other documents.
The Warwick Action, which is brought on behalf of two plaintiffs, claims damages in excess of $2.7 million. The Small Action, which is brought on behalf of one plaintiff, claims damages in excess of $1.6 million. The Adkins Action, Starnes Action and Stein Action are brought on behalf of approximately one-hundred, five and three investors respectively, and seek among other forms of relief compensatory damages not quantified against all defendants, jointly and severally, in an amount to be proven at trial. Defendants, including the Closed-End Funds, have moved to dismiss all five Opt-Out Actions on various grounds including with respect to certain plaintiffs in the Starnes Action and Adkins Action on the ground that a number of plaintiffs did not properly opt-out of the Class Action.
In a parallel derivative action captioned In re Helios Closed-End Funds Derivative Litigation, on September 5, 2013, the Court entered an order approving a derivative settlement and award of attorney’s fees and expenses. The approved Stipulation of Settlement settled and provided for the dismissal of the derivatives claims filed on behalf of the Closed-End Funds in exchange for a settlement payment to the Closed-End Funds by Regions Financial Corp. and several Morgan Keegan affiliated entities, as defined in the Stipulation, in the amount of $6.0 million, less an attorneys’ fee award in the amount of $1.8 million. The net amount of $4.2 millions is included in the Statements of Operations.
No estimate of the effect, if any, of these pending lawsuits on the Funds can be made at this time.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
12.Subsequent Events
Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc. and Helios Strategic Income Fund, Inc. (collectively, the “Funds”) (NYSE: HAV, HIH, HMH and HSA, respectively) previously disclosed that they each booked an accrual for potential liability related to the class action lawsuit filed against the Funds by Lehman Brothers Special Finance, Inc. ("LBSF"), styled Lehman Brothers Special Financing, Inc. v. Bank of America National Ass’n, et al., Adv. Pro. No. 10-03537 (Bankr. S.D.N.Y.) (the “Class Litigation”). On April 30, 2014, HAV, HIH, HMH and HSA each booked an accrual that resulted in a reduction in net asset value per share of $0.17, $0.11, $0.14 and $0.09, respectively. The Class Litigation is currently pending in the United States Bankruptcy Court for the Southern District of New York, with LBSF seeking to recover funds that it alleges were inappropriately distributed to counter-parties upon the termination of credit swap agreements based on the Lehman Brothers bankruptcy. The Class Litigation, as amended, names more than 270 defendants, including the issuers of certain asset-backed securities, the trustees for such securities, and certain of the investors in the securities, such as the Funds. The disputed payments for HAV, HIH, HMH and HSA, exclusive of any interest (including pre-judgment interest) and expenses were $2,009,959, $1,004,980, 2,009,959, and $1,004,980, respectively.
As of May 19, 2014, the Funds agreed to a settlement and were dismissed by LBSF from the Class Litigation. No adjustment was required to be made to the accrual as a result of the settlement.
Dividends: The Funds' Boards of Directors declared the following monthly dividends:
Fund | Dividend Per Share | Record Date | Payable Date |
Helios Advantage Income Fund, Inc.
| $0.0725 | April 17, 2014 | April 24, 2014 |
Helios High Income Fund, Inc.
| $0.0650 | April 17, 2014 | April 24, 2014 |
Helios Multi-Sector High Income Fund, Inc.
| $0.0525 | April 17, 2014 | April 24, 2014 |
Helios Strategic Income Fund, Inc.
| $0.0500 | April 17, 2014 | April 24, 2014 |
Fund | Dividend Per Share | Record Date | Payable Date |
Helios Advantage Income Fund, Inc.
| $0.0725 | May 15, 2014 | May 29, 2014 |
Helios High Income Fund, Inc.
| $0.0650 | May 15, 2014 | May 29, 2014 |
Helios Multi-Sector High Income Fund, Inc.
| $0.0525 | May 15, 2014 | May 29, 2014 |
Helios Strategic Income Fund, Inc.
| $0.0500 | May 15, 2014 | May 29, 2014 |
Board Approval of the Reorganization 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 Brookfield High Income Fund Inc.: The Board of Directors of each of Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc., Helios Strategic Income Fund, Inc. and Brookfield High Income Fund Inc. (together, the “Funds”) approved the reorganizations of each of Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc., Helios Strategic Income Fund, Inc. into Brookfield High Income Fund Inc. (the “Reorganizations”).
Under the terms of the proposed Reorganizations, which are currently expected to be concluded in the third quarter of 2014 and are expected to be tax-free to Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc. and Helios Strategic Income Fund, Inc. stockholders, substantially all of the assets 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. will be transferred to, and substantially all of the liabilities 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. will be assumed by, Brookfield High Income Fund Inc. in exchange for shares of Brookfield High Income Fund Inc.
The Reorganizations are subject to certain conditions, including the approval of the Reorganizations by stockholders 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. and the approval of the issuance of additional
70Brookfield Investment Management Inc.
HELIOS FUNDS
Notes to Financial Statements (continued)
March 31, 2014
Brookfield High Income Fund Inc. shares by stockholders of Brookfield High Income Fund Inc. In this regard, the Funds will be sending a joint prospectus/proxy statement to all Fund stockholders with more details of the proposed Reorganizations and soliciting their approval for the Reorganizations.
Management has evaluated subsequent events in the preparation of the Funds' financial statements and has determined that other than the items listed herein, there are no events that require recognition or disclosure in the financial statements.
HELIOS FUNDS
Report of Independent Registered Public Accounting Firm
March 31, 2014
To the Stockholders and Board of Directors of
Helios Advantage Income Fund, Inc.,
Helios High Income Fund, Inc.,
Helios Multi-Sector High Income Fund, Inc. and
Helios Strategic Income Fund, Inc.
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc. and Helios Strategic Income Fund, Inc. as of March 31, 2014, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2014, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc. and Helios Strategic Income Fund, Inc. as of March 31, 2014, the results of their operations and cash flows for the year then ended, the changes in their net assets for each of the two years in the period then ended and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
BBD, LLP
Philadelphia, Pennsylvania
May 30, 2014
72Brookfield Investment Management Inc.
HELIOS FUNDS
Tax Information (Unaudited)
March 31, 2014
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the fiscal year ended March 31, 2014, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
Fund | Percentage |
Helios Advantage Income Fund, Inc.
| 1.30% |
Helios High Income Fund, Inc.
| 1.36% |
Helios Multi-Sector High Income Fund, Inc.
| 1.30% |
Helios Strategic Income Fund, Inc.
| 3.63% |
For corporate stockholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended March 31, 2014 was as follows:
Fund | Percentage |
Helios Advantage Income Fund, Inc.
| 1.56% |
Helios High Income Fund, Inc.
| 1.36% |
Helios Multi-Sector High Income Fund, Inc.
| 1.30% |
Helios Strategic Income Fund, Inc.
| 3.63% |
HELIOS FUNDS
Compliance Certification (Unaudited)
March 31, 2014
On August 23, 2013, the Funds submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which the Funds’ principal executive officer certified that he was not aware, as of that date, of any violation by the Funds of the NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Funds’ principal executive and principal financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q relating to, among other things, the Funds’ disclosure controls and procedures and internal control over financial reporting, as applicable.
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HELIOS FUNDS
Information Concerning Directors and Officers (Unaudited)
The following tables provide information concerning the directors and officers of Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc. and Helios Strategic Income Fund, Inc. (the “Funds”).
Directors of the Funds
Name, Address and Year of Birth | Position(s) Held with Funds and Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years and Other Directorships Held by Director | Number of Portfolios in Fund Complex Overseen by Director |
Independent Directors Class I Director to serve until 2015 Annual Meeting of Stockholders: | | | |
Stuart A. McFarland c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1947 | Director, Member of the Audit Committee, Member of the Nominating and Compensation Committee Since 2008 | Director/Trustee of several investment companies advised by the Adviser (2006-Present); Director of United Guaranty Corporation (2011-Present); Director of Brandywine Funds (2003-2013); Director of New Castle Investment Corp. (2000-Present); Managing Partner of Federal City Capital Advisors (1997-Present). | 11 |
Edward A. Kuczmarski c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1949 | Director, Member of the Audit Committee, Chairman of the Nominating and Compensation Committee Since 2013 | Director/Trustee of several investment companies advised by the Adviser (2011-Present); Certified Public Accountant and Retired Partner of Crowe Horwath LLP (formerly Hays & Company LLP before merger in 2009) (1980- 2013); Director of ISI Funds (2007-Present); Trustee of the Daily Income Fund (2006- Present); Director of the California Daily Tax Free Income Fund, Inc. (2006-Present); Trustee of teh Stralem Funds (2014-Present). | 11 |
Independent Director Class II Director to serve until 2016 Annual Meeting of Stockholders: | | | |
Rodman L. Drake c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1943 | Director and Chairman of the Board, Member of the Audit Committee, Member of the Nominating and Compensation Committee Since 2008 | Chairman (since 2003) and Director/Trustee of several investment companies advised by the Adviser (1989-Present); Chairman of the Board, Director and/or Lead Director of Crystal River Capital, Inc. (2005-2010); Interim President and Chief Executive Officer of Crystal River Capital, Inc. (2009-2010); Director of Celgene Corporation (2006-Present); Director of Chimerix Corporation (2013-Present); Director of Student Loan Corporation (2005-2010); Director of Apex Silver Mines Limited (2007-2009); Co-founder of Baringo Capital LLC (2002-Present); Director of Jackson Hewitt Tax Services Inc. (2004-2011); Director of Animal Medical Center (2002-Present); Trustee of Columbia Atlantic Funds (2007-2009); Chairman of Columbia Atlantic Funds (2009- Present). | 11 |
HELIOS FUNDS
Information Concerning Directors and Officers (Unaudited) (continued)
Directors of the Funds (continued)
Name, Address and Year of Birth | Position(s) Held with Funds and Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years and Other Directorships Held by Director | Number of Portfolios in Fund Complex Overseen by Director |
Interested Director Class II Director to serve until 2016 Annual Meeting of Stockholders: | | | |
Heather Goldman c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1967 | Director Since 2013 | Director/Trustee of several investment companies advised by the Adviser (2013-Present); Global Head of Marketing and Business Development of the Adviser (2011-2013); Managing Partner of Brookfield Financial (2009-2011); Head of Investor Relations of Starwood Capital Group Global (2007-2009); Director and immediate past Board Chair of University Settlement House (2003-2013). | 11 |
Independent Director Class III Director to serve until 2014 Annual Meeting of Stockholders: | | | |
Louis P. Salvatore c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1946 | Director, Chairman of the Audit Committee, Member of the Nominating and Compensation Committee Since 2008 | Director/Trustee of several investment companies advised by the Adviser (2005-Present); Director of SP Fiber Technologies, Inc. (2012-Present); Director of Chambers Street Properties (2012-Present); Director of Crystal River Capital, Inc. (2005-2010); Director of Turner Corp. (2003-Present); Director of Jackson Hewitt Tax Services, Inc. (2004-2011); Employee of Arthur Andersen LLP (2002-Present). | 11 |
Interested Director Class III Director to serve until 2014 Annual Meeting of Stockholders: | | | |
Jonathan C. Tyras c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1968 | Director Since 2014 | Director/Trustee of several investment companies advised by the Adviser (2014-Present); Managing Director and Chief Financial Officer of the Adviser (2010-Present); General Counsel of the Adviser (2006-Present); Secretary of the Adviser (2006-2014); Vice President and General Counsel (2006-2010) and Secretary (2007-2010) of Crystal River Capital, Inc.; Secretary of several investment companies advised by the Adviser (2006-2014); Vice President of Brookfield Investment Funds (2011-2014); Chief Financial Officer of Brookfield Investment Management (UK) Limited (2011-Present); Director of Brookfield Investment Management (UK) Limited (2013-Present); Chief Financial Officer of Brookfield Investment Management (Canada) Inc. (2011-Present); Chief Executive Officer of Brookfield Investment Management (US) LLC (2011-Present); Managing Director of AMP Capital Brookfield Pty Limited (2011-2012). | 11 |
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HELIOS FUNDS
Information Concerning Directors and Officers (Unaudited) (continued)
Officers of the Fund
Name, Address and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years |
Brian F. Hurley* c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1977 | President | Since 2014 | Managing Director (2014-present) and Assistant General Counsel (2010-present) of the Adviser; Director of the Adviser (2010-2014); Secretary of Brookfield Investment Funds (2011-2014); Associate at Paul, Hastings, Janofsky & Walker LLP (2002-2010). |
Kim G. Redding*,** c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1955 | President | Since 2010 | President of several investment companies advised by the Adviser (2010-2014); Chief Investment Strategist of Brookfield Asset Management Inc. (2013-2014); Co-Chief Investment Officer of the Adviser (2010-2014); Director of Brookfield Investment Management (UK) Limited (2011-2014); Director and Chairman of the Board of Directors of Brookfield Investment Management (Canada) Inc. (2011- 2014); Chief Executive Officer of the Adviser (2009-2013); Director of Brookfield Investment Funds (UCITS) plc (2011-2014); Director of Brookfield Investment Funds (QIF) PLC (2011-2014); Founder and Chief Executive Officer of Brookfield Redding LLC (2007-2009). |
Dana E. Erikson* c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1965 | Vice President | Since 2008 | Senior Portfolio Manager/Managing Director of the Adviser (2006-Present); Vice President of one other investment company advised by the Adviser (2009-Present). |
Richard M. Cryan* c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1956 | Vice President | Since 2011 | Vice President of several investment companies advised by the Adviser (2011-present); Senior Portfolio Manager of the Adviser (2006-Present); Managing Director of the Adviser (2006-Present). |
Mark Shipley* c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1971 | Vice President | Since 2011 | Vice President of several investment companies advised by the Adviser (2011-present); Portfolio Manager of the Adviser (2011-Present); Managing Director of the Adviser (2011-Present); Director of the Adviser (2006-2010). |
Angela W. Ghantous* c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1975 | Treasurer | Since 2013 | Treasurer of several investment companies advised by the Adviser (2012-Present); Director of the Adviser (2012- Present); Vice President of the Adviser (2009-2012); Controller of Brookfield Redding LLC (2007-2009). |
HELIOS FUNDS
Information Concerning Directors and Officers (Unaudited) (continued)
Officers of the Fund (continued)
Name, Address and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years |
Alexis I. Rieger* c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1980 | Secretary | Since 2014 | Vice President and Associate General Counsel of the Adviser (2011-present); Associate at Kleinberg, Kaplan, Wolff & Cohen P.C. (2009-2011); Associate at Alston & Bird (2007-2009). |
Jonathan C. Tyras*,*** c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1968 | Secretary | Since 2009 | Director/Trustee of several investment companies advised by the Adviser (2014-Present); Managing Director and Chief Financial Officer of the Adviser (2010-Present); General Counsel of the Adviser (2006-Present); Secretary of the Adviser (2006-2014); Vice President and General Counsel (2006-2010) and Secretary (2007-2010) of Crystal River Capital, Inc.; Secretary of several investment companies advised by the Adviser (2006-2014); Vice President of Brookfield Investment Funds (2011-2014); Chief Financial Officer of Brookfield Investment Management (UK) Limited (2011-Present); Director of Brookfield Investment Management (UK) Limited (2013-Present); Chief Financial Officer of Brookfield Investment Management (Canada) Inc. (2011-Present); Chief Executive Officer of Brookfield Investment Management (US) LLC (2011-Present); Managing Director of AMP Capital Brookfield Pty Limited (2011-2012). |
Seth Gelman* c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1975 | Chief Compliance Officer (“CCO”) | Since 2009 | CCO of several investment companies advised by the Adviser (2009-Present); Director and CCO of the Adviser (2009-Present); Vice President of Oppenheimer Funds, Inc. (2004-2009). |
* | Interested person as defined by the Investment Company Act of 1940, as amended (the “1940 Act”) because of affiliations with Brookfield Investment Management Inc., Adviser of the Fund. |
** | Mr. Redding resigned as an Interested Director and President effective April 21, 2014. |
*** | Mr. Tyras resigned as Secretary effective April 21, 2014. |
The Fund’s Statement of Additional Information includes additional information about the directors and is available, without charge, upon request by calling 1-855-777-8001.
78Brookfield Investment Management Inc.
HELIOS FUNDS
Dividend Reinvestment Plan (Unaudited)
The Funds offer a dividend reinvestment plan (the “Plan”) pursuant to which stockholders, unless they elect otherwise, automatically have dividends and other distributions reinvested in common shares of the Fund by Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc. (together, the “Plan Agent”). Stockholders who elect not to participate in the Plan receive all distributions in cash paid by wire or check mailed directly to the recordholder by the Plan Agent.
How the Plan Works
After a Fund declares a dividend or determines to make other distributions, the Plan Agent will acquire shares for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of newly-issued shares of the Fund or (ii) by open-market purchases as follows:
• | If, on the payment date, the NAV is equal to or less than the market price per share plus estimated brokerage commissions, the Plan Agent will invest the distribution amount in newly-issued shares on behalf of the participants. The number of newly-issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the distribution by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the payment date, the dollar amount of the distribution will be divided by 95% of the market price on the payment date. Because common shares may be issued at less than their market price, Plan participants may get a benefit that non-participants do not. |
• | If, on the payment date, the NAV is greater than the market value per share plus estimated brokerage commissions, the Plan Agent will invest the distribution amount in shares acquired on behalf of the participants in open-market purchases, which may be made on the New York Stock Exchange (“NYSE”), in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. It is possible that the market price for the shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share the Plan Agent pays may exceed the market price thereof on the payment date. If the market price per share increases so that it equals or exceeds the NAV per share (minus estimated brokerage commissions), the Plan Agent will cease its purchases. Otherwise, the Plan Agent will use all distributions received in cash to purchase shares in the open market on or shortly after the payment date, but in no event more than thirty (30) days after the payment date, except where temporary curtailment or suspension of purchases is necessary to comply with applicable provisions of the federal securities laws. If the Plan Agent is unable to invest the full amount through open-market purchases during the purchase period, the Plan Agent will request that, with respect to the uninvested portion of such amount, the Fund issue new shares at the close of business on the earlier of the last day of the purchase period or the first day during the purchase period on which the NAV per share (minus estimated brokerage commissions) equals or is less than the market price per share. |
Costs of the Plan
The Plan Agent’s fees for the handling of the reinvestment of dividends and other distributions will be paid by the Funds. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends and other distributions. If a participant elects to have the Plan Agent sell part or all of his or her shares and remit the proceeds, the participant will be subject to a $15.00 service fee and a $0.12 per share sold processing fee (which includes applicable brokerage commissions the Plan Agent is required to pay). The participant will not be charged any other fees for this service. However, each Fund reserves the right to amend the Plan to include a service fee payable by the participant.
Tax-Implications
The automatic reinvestment of dividends or other distributions does not relieve participants of any taxes that may be payable on such distributions. Participants will receive tax information annually for their personal records and to help them prepare their federal income tax returns. For further information as to the tax consequences of participation in the Plan, participants should consult with their own tax advisors.
HELIOS FUNDS
Dividend Reinvestment Plan (Unaudited) (continued)
Right to Withdraw
Participants may withdraw from the Plan by calling the Plan Agent at 800-426-5523, writing to the Plan Agent at 250 Royall Street, Canton, Massachusetts 02021 or completing and returning the transaction form attached to each Plan statement. The withdrawal will be effective immediately if the participant’s notice is received by the Plan Agent not less than ten days prior to any dividend or other distribution record date. Otherwise, the withdrawal will be effective the first trading day after the payment date for the dividend or other distribution with respect to any subsequent dividend or other distribution.
80Brookfield Investment Management Inc.
HELIOS FUNDS
Joint Notice of Privacy Policy (Unaudited)
Brookfield Investment Management Inc. (“BIM”), on its own behalf and on behalf of the funds managed by BIM and its affiliates, recognizes and appreciates the importance of respecting the privacy of our clients and shareholders. Our relationships are based on integrity and trust and we maintain high standards to safeguard your non-public personal information (“Personal Information”) at all times. This privacy policy (“Policy”) describes the types of Personal Information we collect about you, the steps we take to safeguard that information and the circumstances in which it may be disclosed.
If you hold shares of a Fund through a financial intermediary, such as a broker, investment adviser, bank or trust company, the privacy policy of your financial intermediary will also govern how your Personal Information will be shared with other parties.
WHAT INFORMATION DO WE COLLECT?
We collect the following Personal Information about you:
• | Information we receive from you in applications or other forms, correspondence or conversations, including but not limited to name, address, phone number, social security number, assets, income and date of birth. |
• | Information about transactions with us, our affiliates, or others, including but not limited to account number, balance and payment history, parties to transactions, cost basis information, and other financial information. |
• | Information we may receive from our due diligence, such as your creditworthiness and your credit history. |
WHAT IS OUR PRIVACY POLICY?
We may share your Personal Information with our affiliates in order to provide products or services to you or to support our business needs. We will not disclose your Personal Information to nonaffiliated third parties unless 1) we have received proper consent from you; 2) we are legally permitted to do so; or 3) we reasonably believe, in good faith, that we are legally required to do so. For example, we may disclose your Personal Information with the following in order to assist us with various aspects of conducting our business, to comply with laws or industry regulations, and/or to effect any transaction on your behalf;
• | Unaffiliated service providers (e.g. transfer agents, securities broker-dealers, administrators, investment advisors or other firms that assist us in maintaining and supporting financial products and services provided to you); |
• | Government agencies, other regulatory bodies and law enforcement officials (e.g. for reporting suspicious transactions); |
• | Other organizations, with your consent or as directed by you; and |
• | Other organizations, as permitted or required by law (e.g. for fraud protection) |
When we share your Personal Information, the information is made available for limited purposes and under controlled circumstances designed to protect your privacy. We require third parties to comply with our standards for security and confidentiality.
HOW DO WE PROTECT CLIENT INFORMATION?
We restrict access to your Personal Information to those persons who require such information to assist us with providing products or services to you. It is our practice to maintain and monitor physical, electronic, and procedural safeguards that comply with federal standards to guard client nonpublic personal information. We regularly train our employees on privacy and information security and on their obligations to protect client information.
CONTACT INFORMATION
For questions concerning our Privacy Policy, please contact our client services representative at 1-855-777-8001.
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Investment Adviser and Administrator
Brookfield Investment Management Inc.
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
www.brookfieldim.com
Please direct your inquiries to:
Investor Relations
Phone: 1-855-777-8001
E-mail: funds@brookfield.com
Transfer Agent
Stockholder inquiries relating to distributions, address changes and shareholder account information should be directed to the Fund’s transfer agent:
Computershare Shareholder Services, Inc.
250 Royall Street
Canton, Massachusetts 02021
1-800-426-5523
Fund Accounting Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Sub-Administrator
U.S. Bancorp Fund Services, LLC
1201 South Alma School Road, Suite 3000
Mesa, Arizona 85210
Independent Registered Public Accounting Firm
BBD, LLP
1835 Market Street, 26th Floor
Philadelphia, Pennsylvania 19103
Legal Counsel
Paul Hastings LLP
75 East 55th Street
New York, New York 10022
Custodian
U.S. Bank National Association
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' Form N-Q will be available on the SEC's website at www.sec.gov. In addition, the Funds' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
You may obtain a description of the Funds' proxy voting policies and procedures, and information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request by calling 1-855-777-8001, or go to the SEC's website at www.sec.gov.
Brookfield Investment Management Inc.
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
1-855-777-8001
www.brookfieldim.com
Item 2. Code of Ethics.
As of the end of the period covered by this period, the Registrant had adopted a Code of Ethics for Principal Executive and Principal Financial Officers (the “Code”). There were no amendments to or waivers from the Code during the period covered by this report. A copy of the Registrant’s Code will be provided upon request to any person without charge by contacting Registrant Secretary at 1-888-777-8001 or by writing to Registrant Secretary at Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023.
Item 3. Audit Committee Financial Expert.
The Registrant’s Board of Directors has determined that three members serving on the Registrant’s audit committee are audit committee financial experts. Their names are Messrs. Rodman L. Drake, Edward A. Kuczmarski, Stuart A. McFarland and Louis P. Salvatore. Messrs. Rodman L. Drake, Edward A. Kuczmarski, Stuart A. McFarland and Louis P. Salvatore are each independent.
Item 4. Principal Accountant Fees and Services.
Audit Fees
For each fiscal year ended March 31, 2014 and March 31, 2013, BBD, LLP (“BBD”) billed the Registrant aggregate fees of $40,500 and $40,500 respectively. Each bill is for professional services rendered for the audit of the Registrant’s annual financial statements and the review of financial statements that are included in the Registrant’s annual and semi-annual reports to stockholders.
Tax Fees
For each fiscal year ended March 31, 2014 and March 31, 2013, BBD billed the Registrant aggregate fees of $4,200 and $4,200, respectively. Each bill is for professional services rendered for tax compliance, tax advice and tax planning. The nature of the services comprising the Tax Fees was the review of the Registrant’s income tax returns and tax distribution requirements.
Audit-Related Fees
For the fiscal year ended March 31, 2014 and March 31, 2013, there were no Audit-related fees.
All Other Fees
For the fiscal years ended March 31, 2014 and March 31, 2013, there were no Other Fees.
Item 5. Audit Committee of Listed Registrant.
The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Registrant’s Audit Committee members include Messrs. Rodman L. Drake, Edward A. Kuczmarski and Louis P. Salvatore.
Item 6. Schedule of Investments.
Please see Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
BROOKFIELD INVESTMENT MANAGEMENT INC.
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES
The Portfolio Proxy Voting Policies and Procedures (the “Policies and Procedures”) set forth the proxy voting policies, procedures and guidelines to be followed by Brookfield Investment Management Inc. and its subsidiaries and affiliates (collectively, “BIM”) in voting portfolio proxies relating to securities that are held in the portfolios of the investment companies or other clients (“Clients”) for which BIM has been delegated such proxy voting authority.
BIM’s internal proxy voting committee (the “Committee”) is responsible for overseeing the proxy voting process and ensuring that BIM meets its regulatory and corporate governance obligations in voting of portfolio proxies.
The Committee shall oversee the proxy voting agent’s compliance with these Policies and Procedures, including any deviations by the proxy voting agent from the proxy voting guidelines (“Guidelines”).
B. | Administration and Voting of Portfolio Proxies |
1. | Fiduciary Duty and Objective |
As an investment adviser that has been granted the authority to vote on portfolio proxies, BIM owes a fiduciary duty to its Clients to monitor corporate events and to vote portfolio proxies consistent with the best interests of its Clients. In this regard, BIM seeks to ensure that all votes are free from unwarranted and inappropriate influences. Accordingly, BIM generally votes portfolio proxies in a uniform manner for its Clients and in accordance with these Policies and Procedures and the Guidelines.
In meeting its fiduciary duty, BIM generally view proxy voting as a way to enhance the value of the company’s stock held by the Clients. Similarly, when voting on matters for which the Guidelines dictate a vote be decided on a case-by-case basis, BIM’s primary consideration is the economic interests of its Clients.
BIM may retain an independent third party proxy voting agent to assist BIM in its proxy voting responsibilities in accordance with these Policies and Procedures and in particular, with the Guidelines. As discussed above, the Committee is responsible for monitoring the proxy voting agent.
In general, BIM may consider the proxy voting agent’s research and analysis as part of BIM’s own review of a proxy proposal in which the Guidelines recommend that the vote be considered on a case-by-case basis. BIM bears ultimate responsibility for how portfolio proxies are voted. Unless instructed otherwise by BIM, the proxy voting agent, when retained, will vote each portfolio proxy in accordance with the Guidelines. The proxy voting agent also will assist BIM in maintaining records of BIM’s portfolio proxy votes, including the appropriate records necessary for registered investment companies to meet their regulatory obligations regarding the annual filing of proxy voting records on Form N-PX with the Securities and Exchange Commission (“SEC”).
3. Material Conflicts of Interest
BIM votes portfolio proxies without regard to any other business relationship between BIM and the company to which the portfolio proxy relates. To this end, BIM must identify material conflicts of interest that may arise between a Client and BIM, such as the following relationships:
| • | | BIM provides significant investment advisory or other services to a portfolio company or its affiliates (the “Company”) whose management is soliciting proxies or BIM is seeking to provide such services; |
| • | | BIM serves as an investment adviser to the pension or other investment account of the Company or BIM is seeking to serve in that capacity; or |
| • | | BIM and the Company have a lending or other financial-related relationship. |
In each of these situations, voting against the Company management’s recommendation may cause BIM a loss of revenue or other benefit.
BIM generally seeks to avoid such material conflicts of interest by maintaining separate investment decision-making and proxy voting decision-making processes. To further minimize possible conflicts of interest, BIM and the Committee employ the following procedures, as long as BIM determines that the course of action is consistent with the best interests of the Clients:
| • | | If the proposal that gives rise to a material conflict is specifically addressed in the Guidelines, BIM will vote the portfolio proxy in accordance with the Guidelines, provided that the Guidelines do not provide discretion to BIM on how to vote on the matter (i.e., case-by-case); or |
| • | | If the previous procedure does not provide an appropriate voting recommendation, BIM may retain an independent fiduciary for advice on how to vote the proposal or the Committee may direct BIM to abstain from voting because voting on the particular proposal is impracticable and/or is outweighed by the cost of voting. |
4. | Certain Foreign Securities |
Portfolio proxies relating to foreign securities held by Clients are subject to these Policies and Procedures. In certain foreign jurisdictions, however, the voting of portfolio proxies can result in additional restrictions that have an economic impact to the security, such as “share-blocking.” If BIM votes on the portfolio proxy, share-blocking may prevent BIM from selling the shares of the foreign security for a period of time. In determining whether to vote portfolio proxies subject to such restrictions, BIM, in consultation with the Committee, considers whether the vote, either in itself or together with the votes of other shareholders, is expected to affect the value of the security that outweighs the cost of voting. If BIM votes on a portfolio proxy and during the “share-blocking period,” BIM would like to sell the affected foreign security, BIM, in consultation with the Committee, will attempt to recall the shares (as allowable within the market time-frame and practices).
C. | Fund Board Reporting and Recordkeeping |
BIM will prepare periodic reports for submission to the Boards of Directors of its affiliated funds (the “Funds”) describing:
| • | | any issues arising under these Policies and Procedures since the last report to the Funds’ Boards of Directors/Trustees and the resolution of such issues, including but not limited to, information about conflicts of interest not addressed in the Policies and Procedures; and |
| • | | any proxy votes taken by BIM on behalf of the Funds since the last report to such Funds’ Boards of Directors/Trustees that deviated from these Policies and Procedures, with reasons for any such deviations. |
In addition, no less frequently than annually, BIM will provide the Boards of Directors/Trustees of the Funds with a written report of any recommended changes based upon BIM’s experience under these Policies and Procedures, evolving industry practices and developments in the applicable laws or regulations.
BIM will maintain all records that are required under, and in accordance with, all applicable regulations, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, which include, but not limited to:
| • | | these Policies and Procedures, as amended from time to time; |
| • | | records of votes cast with respect to portfolio proxies, reflecting the information required to be included in Form N-PX, as applicable; |
| • | | records of written client requests for proxy voting information and any written responses of BIM to such requests; and |
| • | | any written materials prepared by BIM that were material to making a decision in how to vote, or that memorialized the basis for the decision. |
D. | Amendments to these Procedures |
The Committee shall periodically review and update these Policies and Procedures as necessary. Any amendments to these Procedures and Policies (including the Guidelines) shall be provided to the Board of Directors of BIM and to the Boards of Directors of the Funds for review and approval.
E. | Proxy Voting Guidelines |
Guidelines are available upon request.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Portfolio Managers
Dana E. Erikson, CFA – Mr. Erikson is the lead portfolio manager and the Head of the Global High Yield Team, is responsible for the firm’s corporate high yield exposures and the establishment of portfolio objectives and strategies. Mr. Erikson has 28 years of investment experience. Prior to joining the firm, he was with Evergreen Investments or one of its predecessor firms since 1996. He was a senior portfolio manager and the Head of the High Yield team. Prior to that, he was Head of High Yield Research. Mr. Erikson received a BA in Economics from Brown University and an MBA, with honors, from Northeastern University and holds the Chartered Financial Analyst designation. Mr. Erikson is a member of the Boston Security Analysts Society.
Richard M. Cryan – Mr. Cryan serves as co-portfolio manager for the Registrant since May 2011. Mr. Cryan is based in Boston and is responsible for the firm’s corporate high yield exposures and the establishment of portfolio objectives and strategies. Mr. Cryan has 35 years of investment experience. Mr. Cryan received a Bachelor of Science degree in Business from the University of Colorado and an MBA from Columbia University.
Mark Shipley, CFA – Mr. Shipley serves as co-portfolio manager for the Registrant since May 2011. Mr. Shipley has over 25 years of investment experience. He is responsible for the firm’s corporate high yield exposures and the establishment of portfolio objectives and strategies. Mr. Shipley has 25 years of investment experience. He is responsible for the implementation of Brookfield Investment Management’s corporate high yield portfolio objectives and strategies, managing the credit research process and company research. Mr. Shipley received a Bachelor of Arts degree in Finance from Northeastern University and holds the Chartered Financial Analyst designation. Mr. Shipley is a member of the Boston Security Analysts Society.
Mr. Erikson leads the management of the Fund and Messrs. Cryan and Shipley share equally the day-to-day portfolio management responsibilities.
Management of Other Accounts
The portfolio managers listed below manage other investment companies and/or investment vehicles and accounts in addition to the Registrant. The tables below show the number of other accounts managed by Messrs. Erikson, Cryan and Shipley and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled investment vehicles; and (c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
The following table provides information about the accounts managed by Dana E. Erikson, CFA, Lead Portfolio Manager for the Registrant, as of March 31, 2014:
| | | | | | |
| | Registered Investment Companies | | Other Pooled Investment Vehicles | | Other Accounts |
Number of Accounts Managed | | 6 | | 5 | | 5 |
Number of Accounts Managed with Performance-Based Advisory Fees | | 0 | | 1 | | 0 |
Assets Managed | | $742 million | | $275 million | | $335 million |
Assets Managed with Performance-Based Advisory Fees | | $0 | | $124 million | | $0 |
| | | | | | |
The following table provides information about the accounts managed by Richard Cryan, Co-Portfolio Manager for the Registrant, as of March 31, 2014:
| | | | | | |
| | Registered Investment Companies | | Other Pooled Investment Vehicles | | Other Accounts |
Number of Accounts Managed | | 6 | | 5 | | 5 |
Number of Accounts Managed with Performance-Based Advisory Fees | | 0 | | 1 | | 0 |
Assets Managed | | $742 million | | $275 million | | $335 million |
Assets Managed with Performance-Based Advisory Fees | | $0 | | $124 million | | $0 |
| | | | | | |
The following table provides information about the accounts managed by Mark Shipley, Co-Portfolio Manager for the Registrant, as of March 31, 2014:
| | | | | | |
| | Registered Investment Companies | | Other Pooled Investment Vehicles | | Other Accounts |
Number of Accounts Managed | | 6 | | 5 | | 5 |
Number of Accounts Managed with Performance-Based Advisory Fees | | 0 | | 1 | | 0 |
Assets Managed | | $742 million | | $275 million | | $335 million |
Assets Managed with Performance-Based Advisory Fees | | $0 | | $124 million | | $0 |
| | | | | | |
Share Ownership
The following table indicates the dollar range of securities of the Registrant owned by the Registrant’s portfolio managers as March 31, 2014.
| | |
| | Dollar Range of Securities Owned |
Dana E. Erikson | | $10,001 - $50,000 |
Richard Cryan | | $0 - $10,000 |
Mark Shipley | | $0 - $10,000 |
Portfolio Manager Material Conflict of Interest
Potential conflicts of interest may arise when a fund’s portfolio manager has day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for the portfolio managers of the Registrant.
These potential conflicts include:
Allocation of Limited Time and Attention. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as the case may be if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
Allocation of Limited Investment Opportunities. If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a client’s ability to take full advantage of the investment opportunity.
Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.
Variation in Compensation. A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the funds and/or accounts that he or she manages. If the structure of the investment adviser’s management fee and/or the portfolio manager’s compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or
accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which he or she has an interest or in which the investment advisor and/or its affiliates have interests. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.
Related Business Opportunities. The investment adviser or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of fund and/or accounts that provide greater overall returns to the investment manager and its affiliates.
The Adviser and the Registrant have adopted compliance policies and procedures that are designed to address the various conflicts of interest that may arise for the Adviser and the individuals that it employs. For example, the Adviser seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. The Adviser has also adopted trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is, however, no guarantee that such policies and procedures will be able to detect and prevent every situation in which an actual or potential conflict may appear.
Portfolio Manager Compensation
The Adviser compensates its portfolio managers based on the scale and complexity of their portfolio responsibilities, the total return performance of funds and accounts managed by the portfolio manager on an absolute basis and versus appropriate peer groups of similar size and strategy, as well as the management skills displayed in managing their subordinates and the teamwork displayed in working with other members of the Adviser. Since the portfolio managers are responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis almost equally weighted among performance, management and teamwork. Base compensation for the Adviser’s portfolio managers varies in line with a portfolio manager’s seniority and position. The compensation of portfolio managers with other job responsibilities (such as acting as an executive officer of the Adviser or supervising various departments) includes consideration of the scope of such responsibilities and the portfolio manager’s performance in meeting them. The Adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. Salaries, bonuses and stock-based compensation also are influenced by the operating performance of the Adviser and its parent company. While the salaries of the Adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year. Bonuses are determined on a discretionary basis by the senior executives of the Adviser and measured by individual and team-oriented performance guidelines. The amount of the Long Term Incentive Plan (LTIP) is approved by the board of directors annually and there is a rolling vesting schedule to aid in retention of key people. A key component of this program is achievement of client objectives in order to properly align interests with our clients. Further, the incentive compensation of all investment personnel who work on each strategy is directly tied to the relative performance of the strategy and its clients.
The compensation structure of the Adviser’s portfolio managers and other investment professionals has three primary components:
| • | | An annual cash bonus; and |
| • | | If applicable, long-term compensation consisting of restricted stock units or stock options of the Adviser’s ultimate parent company. |
| • | | If applicable, long-term compensation consisting of interests in hedge funds managed by the investment professional. |
The portfolio managers also receive certain retirement, insurance and other benefits that are broadly available to all of the Adviser’s employees. Compensation of the portfolio managers is reviewed on an annual basis by senior management.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not Applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 11. Controls and Procedures.
(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s Disclosure Controls and Procedures are effective, based on their evaluation of such Disclosure Controls and Procedures as of a date within 90 days of the filing of this report on Form N-CSR.
(b) As of the date of filing this Form N-CSR, the Registrant’s principal executive officer and principal financial officer are aware of no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected or is reasonably likely to materially affect the Registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) None.
(2) A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached as an exhibit to this Form N-CSR.
(3) None.
(b) A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(b) under the Investment Company Act of 1940 is attached as an exhibit to this Form N-CSR.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HELIOS MULTI-SECTOR HIGH INCOME FUND, INC. |
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By: | | /s/ Brian F. Hurley |
| | Brian F. Hurley |
| | President and Principal Executive Officer |
Date: June 6, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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By: | | /s/ Brian F. Hurley |
| | Brian F. Hurley |
| | President and Principal Executive Officer |
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Date: June 6, 2014 |
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By: | | /s/ Angela W. Ghantous |
| | Angela W. Ghantous |
| | Treasurer and Principal Financial Officer |
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Date: June 6, 2014 |