UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number811-23157
BROOKFIELD REAL ASSETS 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
BROOKFIELD REAL ASSETS 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: (855)777-8001
Date of fiscal year end: December 31
Date of reporting period: December 31, 2018
Item 1. Reports to Shareholders.
Brookfield Public Securities Group LLC
* Please see inside front cover of the report for important information regarding future delivery of shareholder reports.
ANNUAL REPORT
December 31, 2018
Brookfield Real Assets Income Fund Inc.
Brookfield Public Securities Group LLC (the “Firm”) is an SEC-registered investment adviser and represents the Public Securities platform of Brookfield Asset Management. The Firm provides global listed real assets strategies including real estate equities, infrastructure equities, energy infrastructure equities, real asset debt and diversified real assets. With approximately $16.5 billion of assets under management as of December 31, 2018, the Firm manages separate accounts, registered funds and opportunistic strategies for institutional and individual clients, including financial institutions, public and private pension plans, insurance companies, endowments and foundations, sovereign wealth funds and high net worth investors. The Firm is a wholly owned subsidiary of Brookfield Asset Management, a leading global alternative asset manager with over $350 billion of assets under management as of December 31, 2018. For more information, go to www.brookfield.com.
Brookfield Real Assets Income Fund Inc. (the “Fund”) is managed by Brookfield Public Securities Group LLC. The Fund uses its website as a channel of distribution of material company information. Financial and other material information regarding the Fund is routinely posted on and accessible at www.brookfield.com.
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (https://publicsecurities.brookfield.com/en), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker, investment adviser, bank or trust company) or, if you are a direct investor, by calling the Fund (toll-free) at 1-855-777-8001 or by sending an e-mail request to the Fund atpublicsecurities.enquiries@brookfield.com.
Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you may call 1-855-777-8001 or send an email request topublicsecurities.enquiries@brookfield.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held within the fund complex if you invest directly with the Fund.
This report is for shareholder 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 |
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
Dear Shareholders,
We are pleased to provide the Annual Report for Brookfield Real Assets Income Fund Inc. (the “Fund”) for the year ended ended December 31, 2018.
Global markets whipsawed in 2018. In the first quarter the MSCI World Index1 snapped a seven-quarter streak of positive total returns. The decline was largely driven by fears that rising inflation, tighter job markets and fiscal stimulus would accelerate the pace of U.S. interest-rate hikes. Those fears appeared to subside as global equities drifted higher throughout the second and third quarters. However, global equities declined sharply in the fourth quarter amid concerns around slowing global economic growth related to ongoing trade disputes and geopolitical uncertainty; as well as tighter monetary policies by central banks.
The ongoing trade dispute between the U.S. and China continued to escalate throughout 2018, as the two imposed billions of dollars in tariffs on one another across hundreds of products. In December, the two nations announced a temporary truce to de-escalate the situation. However, the negative implications of these policies are beginning to appear in economies across the globe.
The U.S. Federal Reserve’s Federal Open Market Committee increased the target range for the federal funds rate on four occasions in 2018 (25 basis points each). At the press conference following the December announcement, Fed Chairman Jerome Powell appeared to spook markets when he indicated the unwinding of the Fed’s balance sheet holdings would remain on “autopilot.” Also during the quarter, the European Central Bank confirmed it would formally end its multi-trillion bond-buying program which began in March 2015.
With the exception of energy infrastructure, real asset equities outperformed broad market equities in 2018.2 Relative outperformance was particularly meaningful in the fourth quarter, when volatility increased. In our view, the relative outperformance of real assets over the recent market drawdown reflects on the historically defensive nature of companies that own and operate tangible real assets, such as real estate and infrastructure. For real estate, these defensive characteristics are driven by the contracted lease structures of commercial real estate properties. For infrastructure, the assets are usually long-lived with revenues that are contracted or regulated, often linked to inflation.
While we do see evidence of modest growth in the global economy, we also acknowledge an uptick of market and economic risks across the globe. We believe these conditions make listed real assets even more attractive for investors to own in their portfolios. These companies—which provide critical infrastructure and makeup the backbone of the global economy, have been shown to produce resilient cash flows throughout economic cycles.
In addition to performance information, this report provides the Fund’s audited financial statements as of December 31, 2018.
We welcome your questions and comments, and encourage you to contact our Investor Relations team at (855) 777-8001 or visit us at www.brookfield.com for more information on this report or our recent webinar. Thank you for your support.
Sincerely,
Brian F. Hurley
President
Brookfield Real Assets Income Fund Inc.
Craig Noble, CFA
CEO, Chief Investment Officer and Portfolio Manager
Brookfield Public Securities Group LLC
Letter to Shareholders(continued)
1 The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets.
2 Real Asset equities are represented by the Alerian MLP, FTSE EPRA Nareit Developed and Dow Jones Brookfield Global Infrastructure Composite Indexes. The Alerian MLP Index is a composite of the 50 most prominent energy MLPs calculated by Standard & Poor’s using a float-adjusted market-capitalization methodology. The index is disseminated by the New York Stock Exchange real-time on a price return basis (NYSE: AMZ) and on a total-return basis (NYSE:AMZX). The FTSE EPRA Nareit Developed Index is a free-float adjusted, liquidity, size and revenue screened index designed to track the performance of listed real estate companies and REITs worldwide. The Dow Jones Brookfield Global Infrastructure Composite Index is calculated and maintained by S&P Dow Jones Indices and comprises infrastructure companies with at least 70% of its annual cash flows derived from owning and operating infrastructure assets, including MLPs. Broad equities are represented by the MSCI World Index.
Indices are not managed and an investor cannot invest directly in an index.
These views represent the opinions of Brookfield Public Securities Group LLC and are not intended to predict or depict the performance of any investment. These views are as of the close of business on December 31, 2018 and subject to change based on subsequent developments.
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’s currently hold these securities. Please refer to the Schedules of Investments contained in this report for a full listing of Funds’ holdings.
Past performance is no guarantee of future results.
2Brookfield Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
For the year ended December 31, 2018, Brookfield Real Assets Income Fund Inc. (NYSE: RA) had a total return based on net asset value of -3.08% and a total return based on market price of -9.12%, which assumes the reinvestment of dividends and is exclusive of brokerage commissions. Based on the NYSE closing price of $19.07 on December 31, 2018, the Fund’s shares had a distribution rate of 12.52% for the year. The distribution rate is calculated as the annualized amount of the reporting period’s most recently declared distribution divided by the stated stock price.
In the next section, we provide further detail on the performance of each asset class, along with our outlook for investing in real asset-related securities.
CORPORATE CREDIT
The Fund’s allocation to real asset corporate credit returned −1.9% during the year. Our portfolio outperformed broad-market, high-yield fixed income in 2018. Within the portfolio, infrastructure was the best performing sector, followed by real estate and then natural resources.
Throughout 2018, there was a wide dispersion of returns across rating categories within the corporate bond market. For much of the year, in the face of higher interest rates, investment-grade bonds underperformed high yield. That quickly reversed in the fourth quarter as risk-off sentiment push spreads wider and interest rates lower. CCC-rated bonds, which were the top performing corporate fixed income segment through September, performed poorly in the fourth quarter erasing all prior year to date gains. CCC-rated bonds ended the year as the worst performing segment of the corporate high yield market while the more interest-rate sensitive and higher credit quality BB-end of the market held up much better.
Credit trends remained largely positive over the calendar year. More high-yield bonds were upgraded than downgraded, reflecting strong earnings and modest leverage. Issuance trending lower in the high-yield segment tended to reinforce our positive credit view. Refinancing remained the largest use of proceeds, which we consider to be positive, compared to acquisition financing.
We remain concerned, however, over the continued long-term deterioration in investment-grade credit. The bottom tier of investment-grade credit, BBB, reached 47% of the investment-grade market at year end—a historical record, as more investment-grade companies chose to carry higher debt levels. Not surprisingly, most metrics of credit health have declined for the investment-grade corporate market as a whole, suggesting that investment-grade corporate investors are taking more credit risk now than they have in the past, thereby rendering historical valuation comparisons less relevant.
Our reading of the credit landscape is that we are clearly in the late stage of the credit cycle. While normally this stage sees widening spreads and higher volatility, we do not believe we are about to enter a recession. The high-yield bond market withstood massive tests in 2018. Despite record redemptions, volatile commodity prices and a shifting interest-rate backdrop, high yield outperformed many markets, including equities.
Credit spreads have widened back to their long-term average, and U.S. Treasury yields have moved higher from the unusually low levels of the past few years. Accordingly, we believe high-yield investors are now better compensated for credit risk than at any point in the last two years. We continue to prefer high-yield corporate bonds over investment-grade corporate bonds, as we are concerned with the deterioration in investment-grade credit. Additionally, we prefer high-yield corporate bonds to leveraged loans—where, in the latter market, we have seen somewhat concerning late-cycle issuance.
SECURITIZED CREDIT
The Fund’s allocation to securitized credit delivered a return of 4.7% in 2018. The securitized credit allocation remains principally floating-rate, non-agency residential mortgage backed securities that were issued before the
Brookfield Real Assets Income Fund Inc.
Great Financial Crisis. Accordingly, the securitized credit allocation is more sensitive to changes in credit quality than to changes in interest rates.
This credit quality is driven by home price appreciation which improves loan-to-value ratios and makes refinancing easier; in turn supporting lower default rates and faster prepayment speeds. Lower default rates benefit our entire residential mortgage portfolio and faster prepayment speeds benefit our floating-rate non-agency bonds priced at a discount to par.
Home price appreciation nationally has been positive since 2012 and remains above 5%. An important driver of this appreciation has been historically low growth in supply. This is a much healthier dynamic than existed in the period preceding the Great Financial Crisis when historically strong price appreciation was accompanied by historically high growth in supply.
We acknowledge that housing fundamentals are now facing headwinds as years of higher home prices and higher mortgage rates have impacted affordability. We anticipate that home price appreciation will slow but will remain positive. In this scenario, housing related credit may continue to perform well while housing related equities (such as homebuilders)—which are driven by accelerating order growth and margin expansion, may perform poorly.
Our residential mortgage holdings are primarily exposed to lower priced homes where a supply and demand imbalance has persisted, and continues to be, the most acute. There are several reasons for this imbalance, in our view.
In terms of supply—a large number of single-family homes have been converted to rentals. In the majority of cases, these conversions were likely starter homes purchased out of foreclosure following the financial crisis. Additionally, home builders have been focused on building higher priced homes, where margins are greater and buyers have had more access to mortgage credit. Builders have only recently adjusted their mix to build more starter homes.
On the demand side of the equation, population growth and household formations continue. Mortgage credit availability continues to improve, allowing more first-time home buyers into the market. Additionally, Millennials are entering the market as first time home buyers and downsizing Baby Boomers have consolidated demand for lower square footage, lower priced homes.
In addition to the strength of housing fundamentals, the supply/demand dynamic for non-agency residential mortgage bonds is also favorable. New supply of non-agency residential mortgage bonds remains low, creating a favorable technical backdrop for our holdings.
GLOBAL REAL ESTATE EQUITIES
The Fund’s allocation to global real estate equities returned −6.9%.
Global real estate equities meaningfully underperformed the broader equity market early in 2018 on fears that rising inflation, tighter job markets and fiscal stimulus would accelerate the pace of U.S. interest-rate hikes. Those fears appeared to subside throughout the year as global real estate equities drifted higher for six straight months through August. In the final quarter of the year, nearly all asset classes sold off on concerns around slower economic growth as a result of global trade disputes, geopolitical uncertainty and tightening of monetary policies. Real estate equities were not immune to the downturn, but declined substantially less than broader equity markets.
Weakness for the year within the office and hotels sectors was largely a result of the clouded outlook on future growth. Performance within U.S. retail diverged, with higher quality operators outperforming those with lower quality portfolios. Outside the U.S., the malaise that has plagued U.S. retail real estate now appears to be spreading to Europe. Conversely, strong performance within the healthcare sector was driven by improved fundamentals. Self storage performed well despite supply concerns in a number of major metropolitan areas.
4Brookfield Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Given the prospects for either (i) global monetary policy to become less accommodative and for interest rates to move higher or (ii) global economic growth to slow, we favor real estate companies with strong balance sheets.
GLOBAL INFRASTRUCTURE EQUITIES
The Fund’s allocation to global infrastructure equities returned −7.7%.
Utilities generally outperformed global equities on a relative basis, especially during the fourth quarter in a flight to quality amid heightened volatility. Overall performance within the group, however, was hindered by California utilities, which underperformed following wildfires in the state. Select U.K. utilities also lagged amid regulatory uncertainty.
Within the transports sector, ports were hit particularly hard amid global trade disputes. Airports declined on a clouded outlook for global economic growth, as well as political uncertainty in certain regions. Toll roads fared the best among transports during the year.
Despite uncertainty with regard to wireless carrier consolidation following the announcement of the T-Mobile and Sprint merger, several larger U.S. communication infrastructure companies posted positive returns during the year.
Looking ahead, we believe listed infrastructure equities are well positioned to generate attractive returns. These companies operate long-lived assets, with significant barriers to competition, tend to generate stable and visible cash flows.
MLP EQUITIES
The Fund’s allocation to U.S. Energy Master Limited Partnerships (MLPs) delivered a −8.0% return in 2018. MLPs were the worst performing allocation within the Fund on a year-to-date basis.
Energy infrastructure continued on its recovery path during the first half of the year, driven by improved sentiment amid strong fundamentals and higher commodity prices. Within the MLP universe, however, returns varied as some companies were more adversely impacted by the surprise announcement in March from the Federal Energy Regulatory Commission (“FERC”) that disallowed an MLP to recover an income tax allowance in its cost of service rates. The FERC made another surprise announcement on July 18, 2018 with a modified proposal that clarified the original March ruling. After posting positive returns through the first three quarters, energy infrastructure stocks declined in the fourth quarter as the price of West Texas Intermediate Crude Oil fell more than 35%.
Despite a difficult 2018, we remain constructive on MLPs given the disconnect between the low valuations of MLPs and the record production and export volumes for U.S. crude oil, natural gas and natural gas liquids.
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.
Brookfield Real Assets Income Fund Inc.
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, as described in the Fund’s prospectus. These objectives will not necessarily be achieved in all interest rate environments. The leverage strategy of the Fund assumes a positive slope to the yield curve (short-term interest rates lower than long-term rates). Otherwise, the benefits of leverage will be reduced or eliminated completely. The use of leverage involves risk, including the potential for higher volatility and greater declines of the Fund’s net asset value, fluctuations of dividends and other distributions paid by the Fund and the market price of the Fund’s common stock, among others.
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.
Fixed income investing entails credit and interest rate risks. Interest rate risk is the risk that rising interest rates or an expectation of rising interest rates in the near future will cause the values of the Fund’s investments to decline. Risks associated with rising interest rates are heightened given that rates in the U.S. are at or near historic lows. When interest rates rise, bond prices generally fall, and the value of the portfolio can fall. Below-investment-grade (“high yield” or "junk") bonds are more at risk of default and are subject to liquidity risk. Mortgage-backed securities are subject to prepayment risk. Foreign investments may be volatile and involve additional expenses and special risks, including currency fluctuations, foreign taxes, regulatory and geopolitical risks. Emerging and developing market investments may be especially volatile. Derivative instruments entail higher volatility and risk of loss compared to traditional stock or bond investments.
These views represent the opinions of Brookfield Public Securities Group LLC and are not intended to predict or depict the performance of any investment. These views are as of the close of business on December 31, 2018 and subject to change based on subsequent developments.
6Brookfield Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Portfolio Characteristics (Unaudited)
December 31, 2018
| PORTFOLIO STATISTICS | |
| Annualized distribution rate1 | 12.52% |
| Weighted average coupon | 4.89% |
| Weighted average life | 5.65 years |
| Percentage of leveraged assets | 25.70% |
| Total number of holdings | 318 |
| ASSET ALLOCATION2 | |
| Corporate Credit | |
| — Real Estate | 7.0% |
| — Infrastructure | 20.5% |
| — Natural Resources | 8.8% |
| Total Corporate Credit | 36.3% |
| Securitized Credit | |
| — Residential Mortgage-Backed Securities | 30.0% |
| — Commercial Mortgage-Backed Securities | 5.1% |
| — Other | 4.6% |
| Total Securitized Credit | 39.7% |
| Real Asset Equities | |
| — Real Estate | 7.3% |
| — Infrastructure | 9.8% |
| — MLP | 5.3% |
| Total Real Asset Equities | 22.4% |
| Term Loans | 1.0% |
| Money Market Fund | 0.6% |
| Total | 100.0% |
| FIXED INCOME ASSETS BY CREDIT RATING3 | |
| BBB and Above | 15.6% |
| BB | 29.8% |
| B | 14.0% |
| CCC and Below | 17.7% |
| Unrated | 22.9% |
| Total | 100.0% |
1 The distribution rate referenced above is calculated as the annualized amount of the most recent monthly distribution declared divided by the December 31, 2018 stock price. This calculation does not include any non-income items such as loan proceeds or borrowings. The Fund estimates that it has distributed more than its net investment income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. Year-to-date through December 31, 2018, the Fund estimates approximately 36% of its distributions is a return of capital.
2 Percentages are based on total market value of investments.
3 Percentages are based on total market value of fixed income securities.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments
December 31, 2018
| | | | Principal
Amount
(000s) | Value |
| U.S. GOVERNMENT & AGENCY OBLIGATIONS – 0.4% | | | |
| U.S. Government Agency Collateralized Mortgage Obligations – 0.0% | | | |
| Federal National Mortgage Association | | | | |
Series 1997-79, Class PL, 6.85%, 12/18/271
| | | $94 | $103,194 |
| Total U.S. Government Agency Collateralized Mortgage Obligations | | | | 103,194 |
| U.S. Government Agency Pass-Through Certificates – 0.4% | | | |
| Federal Home Loan Mortgage Corporation | | | | |
Pool C69047, 7.00%, 06/01/321
| | | 167 | 182,915 |
Pool C56878, 8.00%, 08/01/311
| | | 43 | 43,242 |
Pool C58516, 8.00%, 09/01/311
| | | 35 | 34,934 |
Pool C59641, 8.00%, 10/01/311
| | | 65 | 66,978 |
Pool C55166, 8.50%, 07/01/311
| | | 89 | 92,036 |
Pool C55167, 8.50%, 07/01/311
| | | 54 | 54,985 |
Pool C55169, 8.50%, 07/01/311
| | | 53 | 54,636 |
Pool G01466, 9.50%, 12/01/221
| | | 24 | 24,528 |
Pool 555559, 10.00%, 03/01/21
| | | 0 | 443 |
Pool 555538, 10.00%, 03/01/21
| | | 0 | 105 |
| Federal National Mortgage Association | | | | |
Pool 761836, 6.00%, 06/01/331
| | | 285 | 305,392 |
Pool 948362, 6.50%, 08/01/371
| | | 47 | 50,661 |
Pool 645912, 7.00%, 06/01/321
| | | 184 | 200,058 |
Pool 645913, 7.00%, 06/01/321
| | | 250 | 274,050 |
Pool 650131, 7.00%, 07/01/321
| | | 253 | 278,129 |
Pool 827853, 7.50%, 10/01/291
| | | 24 | 24,052 |
Pool 545990, 7.50%, 04/01/311
| | | 284 | 311,553 |
Pool 255053, 7.50%, 12/01/331
| | | 89 | 99,437 |
Pool 735576, 7.50%, 11/01/341
| | | 290 | 336,434 |
Pool 896391, 7.50%, 06/01/361
| | | 84 | 91,550 |
Pool 735800, 8.00%, 01/01/351
| | | 239 | 276,278 |
Pool 636449, 8.50%, 04/01/321
| | | 225 | 247,346 |
Pool 458132, 8.79%, 03/15/311
| | | 117 | 123,601 |
Pool 852865, 9.00%, 07/01/201
| | | 49 | 50,044 |
Pool 545436, 9.00%, 10/01/311
| | | 161 | 186,927 |
| Total U.S. Government Agency Pass-Through Certificates | | | | 3,410,314 |
Total U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost $3,290,725)
| | | | 3,513,508 |
| SECURITIZED CREDIT – 52.4% | | | |
| Commercial Mortgage-Backed Securities – 6.7% | | | |
| Class B Notes | | | | |
Moreland Avenue, 9.23%, 11/01/202,3,4
| | | 225 | 225,320 |
Browns Bridge, 9.50%, 11/01/202,3,4
| | | 118 | 117,235 |
Fayetteville, 9.50%, 11/01/202,3,4
| | | 48 | 49,008 |
Lee & White, 9.50%, 11/01/202,3,4
| | | 91 | 93,099 |
Marshalls, 9.50%, 11/01/202,3,4
| | | 385 | 385,856 |
North River, 9.50%, 11/01/202,3,4
| | | 186 | 188,031 |
Town and Country, 9.50%, 11/01/202,3,4
| | | 491 | 489,602 |
Crossroads, 9.50%, 11/01/202,3,4
| | | 170 | 170,326 |
St. Louis Holiday Inn, 10.08%, 07/01/202,3,4
| | | 1,984 | 1,940,398 |
See Notes to Financial Statements.
8Brookfield Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Principal
Amount
(000s) | Value |
| SECURITIZED CREDIT (continued) | | | |
Cedar Park Medical Center, 11.00%, 06/01/192,3,4
| | | $600 | $599,964 |
| Credit Suisse Commercial Mortgage Trust | | | | |
Series 2006-C1, Class K, 5.75%, 02/15/395,6
| | | 359 | 3,593 |
| Hilton USA Trust | | | | |
Series 2016-HHV, Class E, 4.19%, 11/05/385,6
| | | 20,000 | 18,818,454 |
| Morgan Stanley Capital I Trust | | | | |
Series 2007-T25, Class AJ, 5.57%, 11/12/496
| | | 7,233 | 7,312,434 |
Series 2007-T27, Class AJ, 5.95%, 06/11/426
| | | 2,699 | 2,880,411 |
| Wachovia Bank Commercial Mortgage Trust | | | | |
Series 2005-C20, Class F, 5.43%, 07/15/425,6
| | | 1,265 | 1,221,378 |
| Waldorf Astoria Boca Raton Trust | | | | |
Series 2016-BOCA, Class E, 6.81% (1 Month LIBOR USD + 4.35%), 06/15/295,6
| | | 20,000 | 19,856,322 |
| Total Commercial Mortgage-Backed Securities | | | | 54,351,431 |
| Interest-Only Securities – 0.8% | | | |
| Government National Mortgage Association | | | | |
Series 2010-132, Class IO, 0.41%, 11/16/526
| | | 1,025 | 36,035 |
| JP Morgan Mortgage Trust | | | | |
Series 2015-4, Class 2X1, 0.29%, 06/25/455,6
| | | 88,023 | 1,621,427 |
Series 2014-5, Class AX4, 0.49%, 10/25/295,6
| | | 10,114 | 103,326 |
| Vendee Mortgage Trust | | | | |
Series 1997-2, Class IO, 0.00%, 06/15/276
| | | 5,980 | 6 |
| Voyager CNTYW Delaware Trust | | | | |
Series 2009-1, Class 3QB1, 16.57%, 03/16/305,6
| | | 4,972 | 4,568,874 |
| Total Interest-Only Securities | | | | 6,329,668 |
| Other – 4.9% | | | |
| Conseco Finance Securitizations Corp. | | | | |
Series 2001-4, Class A4, 7.36%, 08/01/326
| | | 39 | 39,302 |
| GMACM Home Equity Loan Trust | | | | |
Series 2005-HE3, Class A2, 3.01% (1 Month LIBOR USD + 0.50%), 02/25/366,7
| | | 2,281 | 2,252,147 |
Series 2005-HE3, Class A1VN, 3.01% (1 Month LIBOR USD + 0.50%), 02/25/366,7
| | | 2,044 | 2,016,212 |
Series 2007-HE2, Class A2, 6.05%, 12/25/376
| | | 1,398 | 1,361,246 |
Series 2007-HE2, Class A3, 6.19%, 12/25/376
| | | 2,693 | 2,623,948 |
| GMACM Home Loan Trust | | | | |
Series 2006-HLTV, Class A5, 6.51%, 10/25/297
| | | 2,088 | 2,115,426 |
| Irwin Home Equity Loan Trust | | | | |
Series 2006-1, Class 2A3, 6.27%, 09/25/355,7
| | | 2,246 | 2,275,066 |
| Lehman ABS Manufactured Housing Contract Trust | | | | |
Series 2001-B, Class M1, 6.63%, 04/15/406
| | | 10,017 | 10,491,820 |
| Mid-State Capital Corporation Trust | | | | |
Series 2004-1, Class M1, 6.50%, 08/15/37
| | | 2,672 | 2,866,542 |
Series 2004-1, Class M2, 8.11%, 08/15/37
| | | 2,202 | 2,469,319 |
Series 2004-1, Class B, 8.90%, 08/15/37
| | | 667 | 751,691 |
| Mid-State Trust X | | | | |
Series 10, Class B, 7.54%, 02/15/36
| | | 3,591 | 3,877,932 |
| Oakwood Mortgage Investors, Inc. | | | | |
Series 2001-E, Class A4, 6.81%, 12/15/31
| | | 5,596 | 5,545,104 |
See Notes to Financial Statements.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Principal
Amount
(000s) | Value |
| SECURITIZED CREDIT (continued) | | | |
Series 2001-D, Class A4, 6.93%, 09/15/316
| | | $786 | $666,657 |
| Total Other | | | | 39,352,412 |
| Residential Mortgage-Backed Securities – 40.0% | | | |
| ACE Securities Corporation Home Equity Loan Trust | | | | |
Series 2006-OP1, Class A2D, 2.75% (1 Month LIBOR USD + 0.24%), 04/25/366,7
| | | 6,740 | 6,307,770 |
| Alternative Loan Trust | | | | |
Series 2007-OA3, Class 1A1, 2.65% (1 Month LIBOR USD + 0.14%), 04/25/476,7
| | | 12,146 | 11,491,945 |
Series 2007-HY6, Class A1, 2.72% (1 Month LIBOR USD + 0.21%), 08/25/476,7
| | | 4,258 | 3,714,951 |
Series 2005-51, Class 4A1, 2.79% (1 Month LIBOR USD + 0.32%), 11/20/356,7
| | | 2,680 | 2,483,208 |
Series 2007-2CB, Class 2A11, 2.91% (1 Month LIBOR USD + 0.40%), 03/25/376
| | | 4,215 | 2,707,611 |
Series 2005-10CB, Class 1A1, 3.01% (1 Month LIBOR USD + 0.50%), 05/25/356
| | | 2,651 | 2,296,909 |
Series 2007-16CB, Class 4A5, 3.01% (1 Month LIBOR USD + 0.50%), 08/25/376
| | | 7,822 | 6,642,391 |
Series 2006-19CB, Class A9, 3.21% (1 Month LIBOR USD + 0.70%), 08/25/366
| | | 3,257 | 2,300,842 |
Series 2007-12T1, Class A22, 5.75%, 06/25/37
| | | 2,581 | 1,844,945 |
Series 2007-15CB, Class A5, 5.75%, 07/25/37
| | | 1,349 | 1,132,380 |
Series 2007-15CB, Class A2, 5.75%, 07/25/37
| | | 1,466 | 1,230,204 |
Series 2006-29T1, Class 2A5, 6.00%, 10/25/36
| | | 1,989 | 1,612,749 |
Series 2006-41CB, Class 1A7, 6.00%, 01/25/37
| | | 1,756 | 1,443,905 |
Series 2006-45T1, Class 2A5, 6.00%, 02/25/37
| | | 3,348 | 2,754,768 |
Series 2006-29T1, Class 2A6, 6.50%, 10/25/36
| | | 3,122 | 2,640,970 |
Series 2006-23CB, Class 2A7, 18.38% (1 Month LIBOR USD + 28.40%), 08/25/366,8
| | | 1,594 | 1,975,358 |
Series 2006-29T1, Class 3A3, 53.05% (1 Month LIBOR USD + 78.40%), 10/25/366,8
| | | 715 | 2,094,640 |
| BCAP LLC Trust | | | | |
Series 2010-RR6, Class 1910, 2.63% (1 Month LIBOR USD + 0.33%), 11/26/355,6,7
| | | 6,941 | 6,548,888 |
Series 2010-RR5, Class 5A10, 2.63% (1 Month LIBOR USD + 0.33%), 11/26/355,6
| | | 5,504 | 5,334,111 |
Series 2012-RR4, Class 5A6, 3.60%, 05/26/365,6
| | | 7,829 | 7,130,226 |
Series 2013-RR2, Class 3A2, 3.97%, 03/26/365,6
| | | 3,907 | 3,766,192 |
| Chase Mortgage Finance Trust | | | | |
Series 2005-A2, Class 3A2, 3.74%, 01/25/366
| | | 2,044 | 1,847,200 |
Series 2007-A1, Class 11M1, 3.79%, 03/25/376
| | | 5,149 | 5,032,122 |
| CHL Mortgage Pass-Through Trust | | | | |
Series 2006-20, Class 1A18, 3.16% (1 Month LIBOR USD + 0.65%), 02/25/376
| | | 6,629 | 4,327,822 |
Series 2007-5, Class A29, 5.50%, 05/25/37
| | | 325 | 264,547 |
Series 2004-21, Class A10, 6.00%, 11/25/34
| | | 128 | 130,679 |
Series 2007-18, Class 1A1, 6.00%, 11/25/37
| | | 438 | 367,566 |
| Citicorp Mortgage Securities Trust | | | | |
Series 2006-5, Class IA11, 3.41% (1 Month LIBOR USD + 0.90%), 10/25/366
| | | 942 | 853,806 |
| Citigroup Mortgage Loan Trust | | | | |
Series 2009-11, Class 8A2, 3.60%, 04/25/455,6
| | | 3,244 | 3,027,070 |
Series 2012-6, Class 2A2, 3.85%, 08/25/365,6
| | | 15,662 | 15,397,033 |
Series 2007-AR5, Class 1A2A, 4.19%, 04/25/376
| | | 1,589 | 1,469,311 |
Series 2009-6, Class 19A2, 6.00%, 03/25/365,6
| | | 3,771 | 3,538,010 |
Series 2009-8, Class 2A2, 6.10%, 04/25/375,6
| | | 5,921 | 5,286,735 |
| Credit Suisse Mortgage Trust | | | | |
Series 2011-10R, Class 3A2, 4.71%, 09/27/365,6
| | | 3,626 | 3,387,608 |
| First Horizon Alternative Mortgage Securities Trust | | | | |
Series 2005-FA8, Class 1A6, 3.16% (1 Month LIBOR USD + 0.65%), 11/25/356
| | | 2,280 | 1,686,282 |
Series 2005-FA9, Class A1, 3.21% (1 Month LIBOR USD + 0.70%), 12/25/356
| | | 1,995 | 1,489,483 |
See Notes to Financial Statements.
10Brookfield Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Principal
Amount
(000s) | Value |
| SECURITIZED CREDIT (continued) | | | |
| GSAMP Trust | | | | |
Series 2006-NC2, Class A2C, 2.66% (1 Month LIBOR USD + 0.15%), 06/25/366,7
| | | $686 | $449,247 |
Series 2006-HE8, Class A2C, 2.68% (1 Month LIBOR USD + 0.17%), 01/25/376,7
| | | 10,591 | 9,991,471 |
| GSR Mortgage Loan Trust | | | | |
Series 2007-1F, Class 4A1, 2.81% (1 Month LIBOR USD + 0.30%), 01/25/376
| | | 9,998 | 5,548,784 |
| Home Equity Asset Trust | | | | |
Series 2006-7, Class 2A3, 2.66% (1 Month LIBOR USD + 0.15%), 01/25/376,7,9
| | | 8,426 | 6,825,665 |
| IndyMac INDA Mortgage Loan Trust | | | | |
Series 2007-AR1, Class 1A1, 3.78%, 03/25/376
| | | 1,599 | 1,538,496 |
Series 2007-AR3, Class 1A1, 4.41%, 07/25/376
| | | 2,922 | 2,625,170 |
| IXIS Real Estate Capital Trust | | | | |
Series 2007-HE1, Class A1, 2.57% (1 Month LIBOR USD + 0.06%), 05/25/376,7
| | | 2,897 | 951,251 |
Series 2006-HE3, Class A2, 2.61% (1 Month LIBOR USD + 0.10%), 01/25/376,7
| | | 811 | 383,811 |
Series 2007-HE1, Class A2, 2.62% (1 Month LIBOR USD + 0.11%), 05/25/376,7
| | | 4,612 | 1,522,241 |
Series 2006-HE2, Class A3, 2.67% (1 Month LIBOR USD + 0.16%), 08/25/366,7
| | | 15,193 | 5,868,680 |
Series 2007-HE1, Class A3, 2.67% (1 Month LIBOR USD + 0.16%), 05/25/376,7
| | | 1,422 | 471,675 |
Series 2007-HE1, Class A4, 2.74% (1 Month LIBOR USD + 0.23%), 05/25/376,7
| | | 2,696 | 900,366 |
Series 2006-HE1, Class A4, 3.11% (1 Month LIBOR USD + 0.60%), 03/25/366,7
| | | 546 | 357,309 |
| JP Morgan Mortgage Trust | | | | |
Series 2003-A1, Class B4, 4.21%, 10/25/336
| | | 104 | 61,952 |
Series 2003-A2, Class B4, 4.38%, 11/25/336
| | | 73 | 4,553 |
| MASTR Asset Backed Securities Trust | | | | |
Series 2006-NC3, Class A3, 2.61% (1 Month LIBOR USD + 0.10%), 10/25/366,7
| | | 3,748 | 2,309,479 |
Series 2006-NC2, Class A4, 2.66% (1 Month LIBOR USD + 0.15%), 08/25/366,7
| | | 9,826 | 5,152,420 |
Series 2006-NC3, Class A4, 2.67% (1 Month LIBOR USD + 0.16%), 10/25/366,7
| | | 6,324 | 3,928,000 |
Series 2006-HE5, Class A3, 2.67% (1 Month LIBOR USD + 0.16%), 11/25/366,7
| | | 15,121 | 10,290,131 |
Series 2006-NC2, Class A5, 2.75% (1 Month LIBOR USD + 0.24%), 08/25/366,7
| | | 486 | 258,004 |
Series 2005-NC2, Class A4, 3.21% (1 Month LIBOR USD + 0.70%), 11/25/356,7
| | | 10,209 | 7,172,511 |
| Nomura Resecuritization Trust | | | | |
Series 2013-1R, Class 3A12, 2.48% (1 Month LIBOR USD + 0.16%), 10/26/365,6,7
| | | 18,245 | 18,071,453 |
Series 2014-1R, Class 2A11, 3.34% (1 Month LIBOR USD + 0.13%), 02/26/375,6
| | | 32,624 | 24,625,837 |
Series 2015-11R, Class 4A5, 3.52%, 06/26/373,5,6
| | | 3,042 | 2,001,943 |
Series 2014-6R, Class 5A7, 3.80%, 04/26/373,5,6
| | | 8,986 | 7,585,083 |
Series 2015-4R, Class 3A8, 3.96%, 02/26/363,5,6
| | | 19,700 | 15,253,996 |
Series 2015-1R, Class 3A7, 4.12%, 03/26/373,5,6
| | | 5,660 | 4,279,946 |
Series 2014-2R, Class 1A7, 4.37%, 01/26/363,5,6
| | | 3,059 | 2,733,086 |
Series 2015-1R, Class 4A7, 4.70%, 12/26/373,5,6
| | | 2,374 | 1,958,647 |
Series 2015-6R, Class 2A4, 6.26%, 01/26/373,5,6
| | | 15,237 | 12,394,023 |
| RALI Trust | | | | |
Series 2007-QO3, Class A1, 2.67% (1 Month LIBOR USD + 0.16%), 03/25/476,7
| | | 2,653 | 2,489,636 |
Series 2006-QO7, Class 2A1, 3.01% (12 Month U.S. Treasury Average + 0.85%),
09/25/466
| | | 10,598 | 9,422,426 |
Series 2006-QS14, Class A30, 48.67% (1 Month LIBOR USD + 81.25%), 11/25/366,8
| | | 105 | 251,321 |
| Residential Asset Securitization Trust | | | | |
Series 2005-A13, Class 1A1, 3.21% (1 Month LIBOR USD + 0.70%), 10/25/356
| | | 4,946 | 4,281,655 |
| RFMSI Trust | | | | |
Series 2007-S3, Class 1A5, 5.50%, 03/25/37
| | | 2,606 | 2,258,622 |
See Notes to Financial Statements.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Principal
Amount
(000s) | Value |
| SECURITIZED CREDIT (continued) | | | |
| Securitized Asset Backed Receivables LLC Trust | | | | |
Series 2006-NC3, Class A2B, 2.66% (1 Month LIBOR USD + 0.15%), 09/25/366,7
| | | $6,869 | $3,303,752 |
Series 2007-NC1, Class A2B, 2.66% (1 Month LIBOR USD + 0.15%), 12/25/366,7
| | | 4,761 | 2,726,627 |
| Washington Mutual Mortgage Pass-Through Certificates Trust | | | | |
Series 2007-OA1, Class A1A, 2.86% (12 Month U.S. Treasury Average + 0.70%),
02/25/476
| | | 3,298 | 3,078,721 |
Series 2007-HY5, Class 1A1, 3.34%, 05/25/376
| | | 3,575 | 3,200,465 |
Series 2007-HY5, Class 3A1, 3.63%, 05/25/376
| | | 1,874 | 1,756,114 |
| Wells Fargo Mortgage Backed Securities Trust | | | | |
Series 2006-AR5, Class 1A1, 4.21%, 04/25/366
| | | 5,342 | 5,386,373 |
Series 2005-2, Class 1B1, 5.50%, 04/25/35
| | | 3,280 | 2,998,540 |
| Total Residential Mortgage-Backed Securities | | | | 322,229,719 |
Total SECURITIZED CREDIT
(Cost $437,410,155)
| | | | 422,263,230 |
| CORPORATE CREDIT – 48.4% | | | |
| Automotive – 0.0% | | | |
Motors Liquidation Co., 0.00%, 07/15/332,3,9,13
| | | 8,250 | 825 |
| Basic Industrial – 1.8% | | | |
INEOS Group Holdings SA, 5.63%, 08/01/241,5,10
| | | 9,525 | 8,439,150 |
Olin Corp., 5.00%, 02/01/3011
| | | 6,675 | 5,848,969 |
| Total Basic Industrial | | | | 14,288,119 |
| Construction & Building Materials – 1.9% | | | |
PulteGroup, Inc., 6.38%, 05/15/3311
| | | 6,775 | 6,182,188 |
Toll Brothers Finance Corp., 4.88%, 11/15/251
| | | 9,525 | 8,905,875 |
| Total Construction & Building Materials | | | | 15,088,063 |
| Energy – 4.6% | | | |
EP Energy LLC, 6.38%, 06/15/23
| | | 3,725 | 1,173,375 |
EP Energy LLC, 8.00%, 11/29/245,11
| | | 4,950 | 3,687,750 |
ION Geophysical Corp., 9.13%, 12/15/215
| | | 2,050 | 1,968,000 |
Newfield Exploration Co., 5.63%, 07/01/2411
| | | 5,975 | 6,049,688 |
Parsley Energy LLC, 5.25%, 08/15/255
| | | 3,500 | 3,167,500 |
Parsley Energy LLC, 5.38%, 01/15/255
| | | 2,800 | 2,576,000 |
Pattern Energy Group, Inc., 5.88%, 02/01/245,11
| | | 7,175 | 6,923,875 |
Range Resources Corp., 5.75%, 06/01/2111
| | | 4,100 | 3,966,750 |
Range Resources Corp., 4.88%, 05/15/251
| | | 4,525 | 3,710,500 |
Trinidad Drilling Ltd., 6.63%, 02/15/255,10,11
| | | 4,025 | 4,059,213 |
| Total Energy | | | | 37,282,651 |
| Financial Services – 1.1% | | | |
Ambac LSNI LLC, 7.80%, 02/12/235,6,10
| | | 8,728 | 8,738,978 |
| Health Facilities – 2.7% | | | |
HCA, Inc., 5.25%, 06/15/261,11
| | | 14,700 | 14,589,750 |
Tenet Healthcare Corp., 8.13%, 04/01/221,11
| | | 6,925 | 6,942,313 |
| Total Health Facilities | | | | 21,532,063 |
| Infrastructure Services – 2.4% | | | |
Ashtead Capital, Inc., 5.63%, 10/01/241,5,10
| | | 2,425 | 2,449,250 |
See Notes to Financial Statements.
12Brookfield Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Principal
Amount
(000s) | Value |
| CORPORATE CREDIT (continued) | | | |
Terex Corp., 5.63%, 02/01/255,11
| | | $7,575 | $7,054,219 |
United Rentals North America, Inc., 5.75%, 11/15/241,11
| | | 6,100 | 5,871,250 |
United Rentals North America, Inc., 5.50%, 05/15/271
| | | 4,175 | 3,872,313 |
| Total Infrastructure Services | | | | 19,247,032 |
| Leisure – 3.1% | | | |
Boyd Gaming Corp., 6.38%, 04/01/261,11
| | | 9,000 | 8,707,500 |
GLP Capital LP, 5.38%, 04/15/2611
| | | 7,475 | 7,392,850 |
MGM Growth Properties Operating Partnership LP, 5.63%, 05/01/241
| | | 9,275 | 9,182,250 |
| Total Leisure | | | | 25,282,600 |
| Media – 3.3% | | | |
CCO Holdings LLC, 5.75%, 01/15/241
| | | 7,450 | 7,375,500 |
CCO Holdings LLC, 5.88%, 05/01/271,5,11
| | | 6,050 | 5,868,500 |
CSC Holdings LLC, 10.88%, 10/15/255,11
| | | 5,128 | 5,762,590 |
CSC Holdings LLC, 5.25%, 06/01/241
| | | 8,125 | 7,444,531 |
| Total Media | | | | 26,451,121 |
| Metals & Mining – 5.0% | | | |
AK Steel Corp., 7.63%, 10/01/21
| | | 7,425 | 6,701,063 |
Alcoa Nederland Holding BV, 7.00%, 09/30/261,5,11
| | | 8,150 | 8,313,000 |
ArcelorMittal, 6.13%, 06/01/251,10,11
| | | 4,975 | 5,186,487 |
ArcelorMittal, 6.75%, 03/01/411,10
| | | 3,475 | 3,669,676 |
Hudbay Minerals, Inc., 7.63%, 01/15/251,5,10
| | | 9,850 | 9,628,375 |
Kinross Gold Corp., 4.50%, 07/15/271,10
| | | 8,100 | 6,996,375 |
| Total Metals & Mining | | | | 40,494,976 |
| Natural Resources – 0.3% | | | |
Puma International Financing SA, 5.13%, 10/06/245,10
| | | 2,800 | 2,235,464 |
| Oil Gas Transportation & Distribution – 7.9% | | | |
AmeriGas Partners LP, 5.50%, 05/20/2511
| | | 7,875 | 7,205,625 |
Antero Midstream Partners LP, 5.38%, 09/15/2411
| | | 5,500 | 5,128,750 |
Blue Racer Midstream LLC, 6.13%, 11/15/225,11
| | | 7,400 | 7,141,000 |
Crestwood Midstream Partners LP, 6.25%, 04/01/23
| | | 6,075 | 5,847,188 |
Dynagas LNG Partners LP, 6.25%, 10/30/1910
| | | 2,250 | 2,131,875 |
Enbridge, Inc., 6.25%, 03/01/786,10
| | | 5,475 | 4,920,011 |
Genesis Energy LP, 6.50%, 10/01/25
| | | 7,575 | 6,666,000 |
Global Partners LP, 6.25%, 07/15/22
| | | 4,125 | 3,898,125 |
Holly Energy Partners LP, 6.00%, 08/01/241,5
| | | 6,600 | 6,468,000 |
LBC Tank Terminals Holding Netherlands BV, 6.88%, 05/15/235,10,11
| | | 3,325 | 2,959,250 |
Targa Pipeline Partners LP, 5.88%, 08/01/2311
| | | 5,725 | 5,496,000 |
Targa Resources Partners LP, 5.25%, 05/01/231,11
| | | 5,000 | 4,900,000 |
Targa Resources Partners LP, 5.38%, 02/01/27
| | | 1,150 | 1,078,125 |
| Total Oil Gas Transportation & Distribution | | | | 63,839,949 |
| Real Estate – 1.6% | | | |
Hospitality Properties Trust, 4.95%, 02/15/271
| | | 6,375 | 6,246,689 |
Lamar Media Corp., 5.38%, 01/15/241,11
| | | 7,000 | 7,000,000 |
| Total Real Estate | | | | 13,246,689 |
See Notes to Financial Statements.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Principal
Amount
(000s) | Value |
| CORPORATE CREDIT (continued) | | | |
| Telecommunication Services – 8.9% | | | |
American Tower Corp., 3.60%, 01/15/281
| | | $7,500 | $7,007,520 |
CenturyLink, Inc., Series U, 7.65%, 03/15/4211
| | | 10,925 | 8,603,438 |
Crown Castle International Corp., 4.75%, 05/15/471
| | | 5,425 | 5,028,665 |
Crown Castle International Corp., 3.80%, 02/15/281
| | | 4,350 | 4,116,364 |
CyrusOne LP, 5.38%, 03/15/271
| | | 9,500 | 9,215,000 |
Digital Realty Trust LP, 3.70%, 08/15/271
| | | 6,635 | 6,261,859 |
Equinix, Inc., 5.38%, 05/15/271
| | | 8,450 | 8,259,875 |
SBA Communications Corp., 4.88%, 07/15/221
| | | 2,875 | 2,824,688 |
SBA Communications Corp., 4.88%, 09/01/2411
| | | 6,300 | 5,922,000 |
Sprint Capital Corp., 6.88%, 11/15/281
| | | 2,500 | 2,362,500 |
T-Mobile USA, Inc., 6.50%, 01/15/261
| | | 1,000 | 1,020,000 |
Zayo Group LLC, 6.00%, 04/01/231
| | | 9,050 | 8,575,871 |
Zayo Group LLC, 5.75%, 01/15/271,5
| | | 3,200 | 2,856,000 |
| Total Telecommunication Services | | | | 72,053,780 |
| Transportation – 1.0% | | | |
DP World Ltd., 6.85%, 07/02/375,10,11
| | | 2,450 | 2,726,581 |
Watco Companies LLC, 6.38%, 04/01/235,11
| | | 5,050 | 5,062,625 |
| Total Transportation | | | | 7,789,206 |
| Utility – 2.8% | | | |
AES Corp., 4.88%, 05/15/2311
| | | 4,250 | 4,154,375 |
AES Corp., 6.00%, 05/15/26
| | | 800 | 812,000 |
Calpine Corp., 5.75%, 01/15/251
| | | 4,900 | 4,483,500 |
Clearway Energy Operating LLC, 5.38%, 08/15/241,11
| | | 7,275 | 6,911,250 |
NRG Energy, Inc., 6.63%, 01/15/2711
| | | 6,125 | 6,170,938 |
| Total Utility | | | | 22,532,063 |
Total CORPORATE CREDIT
(Cost $414,469,354)
| | | | 390,103,579 |
| TERM LOANS – 1.4% | | | |
Crestwood Holdings LLC, 10.27% (3 Month LIBOR USD + 7.50%), 03/05/234,6,12
| | | 5,237 | 5,013,998 |
EPIC Y-Grade Services LP, 8.29% (3 Month LIBOR USD + 5.50%), 06/13/254,6,12
| | | 6,400 | 6,016,000 |
Total TERM LOANS
(Cost $11,446,740)
| | | | 11,029,998 |
| | | | Shares | Value |
| COMMON STOCKS – 29.8% | | | |
| Airports – 0.3% | | | |
Aeroports de Paris10
| | | 2,700 | $511,994 |
Auckland International Airport Ltd.10
| | | 243,500 | 1,175,239 |
Corporacion America Airports SA10,13
| | | 12,974 | 86,018 |
Japan Airport Terminal Company Ltd.10
| | | 17,200 | 594,595 |
| Total Airports | | | | 2,367,846 |
| Communications – 1.3% | | | |
American Tower Corp.11
| | | 41,950 | 6,636,071 |
China Tower Corporation Ltd.5,10,13
| | | 1,968,600 | 372,265 |
Crown Castle International Corp.
| | | 27,900 | 3,030,777 |
See Notes to Financial Statements.
14Brookfield Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Shares | Value |
| COMMON STOCKS (continued) | | | |
Eutelsat Communications SA10
| | | 25,000 | $492,529 |
| Total Communications | | | | 10,531,642 |
| Datacenters – 0.2% | | | |
Digital Realty Trust, Inc.11
| | | 10,000 | 1,065,500 |
Equinix, Inc.11
| | | 1,800 | 634,608 |
| Total Datacenters | | | | 1,700,108 |
| Diversified – 1.7% | | | |
Activia Properties, Inc.10
| | | 129 | 524,111 |
City Developments Ltd.10
| | | 178,258 | 1,062,723 |
CK Asset Holdings Ltd.10
| | | 105,844 | 774,416 |
Dexus10
| | | 245,100 | 1,834,478 |
Invincible Investment Corp.10
| | | 1,710 | 705,276 |
Land Securities Group PLC10,11
| | | 302,400 | 3,104,999 |
Merlin Properties Socimi SA10
| | | 85,552 | 1,056,855 |
The British Land Company PLC10
| | | 205,700 | 1,398,814 |
The GPT Group10
| | | 577,900 | 2,174,662 |
Wharf Real Estate Investment Company Ltd.10
| | | 234,000 | 1,399,534 |
| Total Diversified | | | | 14,035,868 |
| Electricity Transmission & Distribution – 1.1% | | | |
Edison International11
| | | 24,200 | 1,373,834 |
National Grid PLC10
| | | 439,291 | 4,297,726 |
PG&E Corp.11,13
| | | 42,103 | 999,946 |
Sempra Energy11
| | | 18,700 | 2,023,153 |
| Total Electricity Transmission & Distribution | | | | 8,694,659 |
| Gas Utilities – 0.7% | | | |
Atmos Energy Corp.11
| | | 18,800 | 1,743,136 |
ENN Energy Holdings Ltd.10
| | | 156,200 | 1,388,270 |
Hong Kong & China Gas Company Ltd.10
| | | 321,526 | 664,289 |
NiSource, Inc.11
| | | 72,500 | 1,837,875 |
| Total Gas Utilities | | | | 5,633,570 |
| Healthcare – 0.7% | | | |
HCP, Inc.11
| | | 57,000 | 1,592,010 |
Physicians Realty Trust11
| | | 109,501 | 1,755,301 |
Ventas, Inc.11
| | | 22,100 | 1,294,839 |
Welltower, Inc.11
| | | 17,400 | 1,207,734 |
| Total Healthcare | | | | 5,849,884 |
| Hotel – 0.3% | | | |
Extended Stay America, Inc.11
| | | 45,700 | 708,350 |
Park Hotels & Resorts, Inc.11
| | | 24,300 | 631,314 |
RLJ Lodging Trust11
| | | 52,200 | 856,080 |
| Total Hotel | | | | 2,195,744 |
| Industrial – 0.4% | | | |
Granite Real Estate Investment Trust10
| | | 25,905 | 1,009,673 |
Prologis, Inc.11
| | | 33,400 | 1,961,248 |
Tritax EuroBox PLC5,10,13
| | | 277,600 | 327,482 |
| Total Industrial | | | | 3,298,403 |
See Notes to Financial Statements.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Shares | Value |
| COMMON STOCKS (continued) | | | |
| Master Limited Partnerships – 7.1% | | | |
Energy Transfer LP11
| | | 649,363 | $8,578,085 |
Enterprise Products Partners LP
| | | 333,593 | 8,203,052 |
Magellan Midstream Partners LP11
| | | 139,149 | 7,939,842 |
MPLX LP11
| | | 272,300 | 8,250,690 |
Phillips 66 Partners LP11
| | | 182,610 | 7,689,707 |
Plains All American Pipeline LP11
| | | 392,183 | 7,859,347 |
Thunderbird Resources Equity, Inc.2,3,9
| | | 11 | 394,786 |
Western Gas Partners LP11
| | | 187,806 | 7,931,047 |
| Total Master Limited Partnerships | | | | 56,846,556 |
| Midstream – 3.9% | | | |
Cheniere Energy, Inc.11,13
| | | 32,300 | 1,911,837 |
ONEOK, Inc.11
| | | 162,292 | 8,755,653 |
Targa Resources Corp.11
| | | 241,116 | 8,684,998 |
The Williams Companies, Inc.11
| | | 534,487 | 11,785,438 |
| Total Midstream | | | | 31,137,926 |
| Net Lease – 0.4% | | | |
EPR Properties11
| | | 10,500 | 672,315 |
MGM Growth Properties LLC11
| | | 65,756 | 1,736,616 |
VEREIT, Inc.11
| | | 96,600 | 690,690 |
| Total Net Lease | | | | 3,099,621 |
| Office – 2.5% | | | |
alstria office REIT-AG10
| | | 100,584 | 1,408,250 |
Boston Properties, Inc.11
| | | 14,700 | 1,654,485 |
Cousins Properties, Inc.11
| | | 107,500 | 849,250 |
Daiwa Office Investment Corp.10
| | | 59 | 372,167 |
Derwent London PLC10
| | | 13,637 | 495,860 |
Gecina SA10
| | | 13,000 | 1,682,852 |
Great Portland Estates PLC10
| | | 76,803 | 645,612 |
Highwoods Properties, Inc.11
| | | 24,900 | 963,381 |
Hongkong Land Holdings Ltd.10,11
| | | 237,700 | 1,498,493 |
Hudson Pacific Properties, Inc.11
| | | 49,200 | 1,429,752 |
Hulic Reit, Inc.10
| | | 200 | 310,554 |
Kenedix Office Investment Corp.10
| | | 57 | 363,821 |
Kilroy Realty Corp.11
| | | 27,300 | 1,716,624 |
Mitsubishi Estate Company Ltd.10
| | | 179,520 | 2,824,480 |
Mitsui Fudosan Company Ltd.10
| | | 127,437 | 2,830,619 |
SOHO China Ltd.10,13
| | | 2,131,800 | 761,353 |
| Total Office | | | | 19,807,553 |
| Pipelines – 3.9% | | | |
APA Group10
| | | 166,900 | 999,755 |
Enbridge, Inc.10,11
| | | 192,209 | 5,970,981 |
Enbridge, Inc.10,11
| | | 262,088 | 8,145,695 |
Kinder Morgan, Inc.11
| | | 765,525 | 11,773,775 |
Kunlun Energy Company Ltd.10
| | | 336,400 | 357,420 |
Pembina Pipeline Corp.10
| | | 76,100 | 2,258,139 |
See Notes to Financial Statements.
16Brookfield Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Shares | Value |
| COMMON STOCKS (continued) | | | |
TransCanada Corp.10
| | | 58,000 | $2,071,125 |
| Total Pipelines | | | | 31,576,890 |
| Ports – 0.0% | | | |
China Merchants Port Holdings Company Ltd.10
| | | 206,700 | 371,649 |
| Rail – 0.0% | | | |
East Japan Railway Co.10
| | | 2,200 | 194,282 |
| Renewables/Electric Generation – 1.4% | | | |
American Electric Power Company, Inc.11
| | | 18,000 | 1,345,320 |
CMS Energy Corp.11
| | | 33,100 | 1,643,415 |
Emera, Inc.10
| | | 23,100 | 739,599 |
Engie SA10
| | | 82,300 | 1,182,482 |
Entergy Corp.11
| | | 21,400 | 1,841,898 |
FirstEnergy Corp.11
| | | 44,500 | 1,670,975 |
NRG Energy, Inc.11
| | | 14,600 | 578,160 |
Orsted A/S5,10
| | | 25,700 | 1,719,787 |
Vistra Energy Corp.13
| | | 25,848 | 591,661 |
| Total Renewables/Electric Generation | | | | 11,313,297 |
| Residential – 1.3% | | | |
Advance Residence Investment Corp.10
| | | 282 | 778,550 |
AvalonBay Communities, Inc.11
| | | 13,400 | 2,332,270 |
Essex Property Trust, Inc.11
| | | 5,731 | 1,405,299 |
Mid-America Apartment Communities, Inc.11
| | | 31,100 | 2,976,270 |
Nippon Accommodations Fund, Inc.10
| | | 123 | 594,083 |
Vonovia SE10
| | | 60,529 | 2,728,584 |
| Total Residential | | | | 10,815,056 |
| Retail – 0.5% | | | |
Federal Realty Investment Trust11
| | | 5,800 | 684,632 |
Simon Property Group, Inc.11
| | | 18,200 | 3,057,418 |
| Total Retail | | | | 3,742,050 |
| Self Storage – 0.5% | | | |
CubeSmart11
| | | 36,500 | 1,047,185 |
Public Storage11
| | | 12,600 | 2,550,366 |
| Total Self Storage | | | | 3,597,551 |
| Toll Roads – 1.5% | | | |
Atlantia SpA10
| | | 109,800 | 2,272,329 |
CCR SA10
| | | 122,667 | 353,793 |
EcoRodovias Infraestrutura e Logistica SA10
| | | 175,900 | 424,957 |
Ferrovial SA10
| | | 100,660 | 2,038,639 |
Promotora y Operadora de Infraestructura SAB de CV10
| | | 47,516 | 454,179 |
Transurban Group10
| | | 258,523 | 2,121,833 |
Vinci SA10
| | | 50,800 | 4,177,390 |
| Total Toll Roads | | | | 11,843,120 |
See Notes to Financial Statements.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (continued)
December 31, 2018
| | | | Shares | Value |
| COMMON STOCKS (continued) | | | |
| Water – 0.1% | | | |
Severn Trent PLC10
| | | 44,500 | $1,031,540 |
Total COMMON STOCKS
(Cost $252,346,951)
| | | | 239,684,815 |
| | | | | Value |
| SHORT-TERM INVESTMENT – 0.8% | | | |
| Money Market Fund – 0.8% | | | |
First American Treasury Obligations Fund, Class X, 2.40%14
| | | 6,447,709 | $6,447,709 |
Total SHORT-TERM INVESTMENT
(Cost $6,447,709)
| | | | 6,447,709 |
Total Investments – 133.2%
(Cost $1,125,411,634)
| | | | 1,073,042,839
|
Liabilities in Excess of Other Assets – (33.2)%
| | | | (267,748,675) |
TOTAL NET ASSETS – 100.0%
| | | | $805,294,164 |
| The following notes should be read in conjunction with the accompanying Schedule of Investments. |
| LIBOR — London Interbank Offered Rate |
| USD — United States Dollar |
| LLC — Limited Liability Company |
| LP — Limited Partnership |
| 1 | — Portion or entire principal amount delivered as collateral for reverse repurchase agreements. As of December 31, 2018, the total value of the collateral was $123,508,429. |
| 2 | — Security fair valued in good faith pursuant to the fair value procedures adopted by the Board of Directors. As of December 31, 2018, the total value of all such securities was $4,654,450 or 0.6% of net assets. |
| 3 | — Level 3 security - Value determined using significant unobservable inputs. |
| 4 | — Private placement security. |
| 5 | — 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 December 31, 2018, the total value of all such securities was $301,293,181 or 37.4% of net assets. |
| 6 | — Variable rate security –Interest rate is based on reference rate and spread or based on the underlying assets. Interest rate may also be subject to a cap or floor. Interest rate shown is the rate in effect as of December 31, 2018. |
| 7 | — Security is a “step up” bond where the coupon increases or steps up at a predetermined date. Interest rate shown is the rate in effect as of December 31, 2018. |
| 8 | — Security is an inverse floating rate bond. Reference interest rates are typically based on a negative multiplier or slope. |
| 9 | — Issuer is currently in default on its regularly scheduled interest payment. |
| 10 | — Foreign security or a U.S. security of a foreign company. |
| 11 | — All or a portion of this security is pledged as collateral for credit facility. As of December 31, 2018, the total value of the collateral was $258,575,893. |
| 12 | — Payment-in-kind security. |
| 13 | — Non-income producing security. |
| 14 | — The rate quoted is the annualized seven-day yield as of December 31, 2018. |
See Notes to Financial Statements.
18Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Statement of Assets and Liabilities
December 31, 2018
| Assets: | |
Investments in securities, at value (cost $1,125,411,634)
| $1,073,042,839 |
Cash
| 5,174,715 |
Cash on deposit with brokers for reverse repurchase agreements
| 1,123,358 |
Interest and dividends receivable
| 8,794,953 |
Receivable for investments sold
| 4,633,726 |
Prepaid expenses
| 7,188 |
Total assets
| 1,092,776,779 |
| Liabilities: | |
Payable for credit facility (Note 7)
| 180,000,000 |
Reverse repurchase agreements (Note 7)
| 100,799,762 |
Interest payable for credit facility and reverse repurchase agreements (Note 7)
| 446,952 |
Payable for investments purchased
| 4,997,208 |
Investment advisory fee payable, net (Note 5)
| 876,244 |
Administration fee payable (Note 5)
| 140,198 |
Directors' fee payable
| 13,035 |
Accrued expenses
| 209,216 |
Total liabilities
| 287,482,615 |
Commitments and contingencies (Note 10)
| |
Net Assets
| $805,294,164 |
| Composition of Net Assets: | |
Paid-in capital (Note 8)
| 958,207,069 |
Accumulated losses
| (152,912,905) |
Net Assets
| $805,294,164 |
| Shares Outstanding and Net Asset Value Per Share: | |
Common shares outstanding
| 36,487,937 |
Net asset value per share
| $22.07 |
See Notes to Financial Statements.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Statement of Operations
For the Year Ended December 31, 2018
| Investment Income (Note 2): | |
Distributions from master limited partnerships and real estate investment trusts
| $7,643,831 |
Dividends (net of foreign withholding tax of $336,973)
| 5,619,235 |
Total dividends and distributions
| 13,263,066 |
| Less return of capital distributions | (7,643,831) |
Interest
| 67,530,536 |
Total investment income
| 73,149,771 |
| Expenses: | |
Investment advisory fees (Note 5)
| 11,515,956 |
Administration fees (Note 5)
| 1,727,394 |
Custodian fees
| 204,762 |
Reports to shareholders
| 173,397 |
Directors' fees
| 151,303 |
Fund accounting fees
| 142,290 |
Legal fees
| 118,961 |
Miscellaneous
| 106,196 |
Audit and tax services
| 69,497 |
Insurance
| 60,089 |
Transfer agent fees
| 50,795 |
Registration fees
| 37,400 |
Total operating expenses
| 14,358,040 |
Interest expense on credit facility and reverse repurchase agreements (Note 7)
| 8,135,501 |
Total expenses
| 22,493,541 |
Less expenses waived and reimbursed by the investment adviser (Note 5)
| (4,897,316) |
Net expenses
| 17,596,225 |
Net investment income
| 55,553,546 |
| Realized and Unrealized Loss on Investments: | |
| Net realized loss on: | |
Investment transactions
| (25,255,410) |
Foreign currency and foreign currency transactions
| (39,092) |
Net realized loss
| (25,294,502) |
| Net change in unrealized depreciation on: | |
Investments
| (55,474,828) |
Foreign currency translations
| (10,252) |
Net change in unrealized depreciation
| (55,485,080) |
Net realized and unrealized loss
| (80,779,582) |
Net decrease in net assets resulting from operations
| $(25,226,036) |
See Notes to Financial Statements.
20Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Statements of Changes in Net Assets
| | For the Year Ended December 31, 2018 | | For the Year Ended December 31, 2017 |
| Increase (Decrease) in Net Assets Resulting from Operations: | | | |
Net investment income
| $55,553,546 | | $63,400,961 |
Net realized loss on investment transactions, foreign currency and foreign currency transactions
| (25,294,502) | | (16,673,047) |
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations
| (55,485,080) | | 40,673,035 |
Net increase (decrease) in net assets resulting from operations
| (25,226,036) | | 87,400,949 |
| Distributions to Shareholders from: | | | |
Distributable earnings
| (55,785,407) | | (66,910,895)1 |
Return of capital
| (31,347,787) | | (20,224,091) |
Total distributions paid
| (87,133,194) | | (87,134,986) |
| Capital Share Transactions: | | | |
Cost of shares repurchased (Notes 8 and 11)
| — | | (205,606) |
Net decrease in net assets from capital share transactions
| — | | (205,606) |
Total increase (decrease) in net assets
| (112,359,230) | | 60,357 |
| Net Assets: | | | |
Beginning of year
| 917,653,394 | | 917,593,037 |
End of year
| $805,294,164 | | $917,653,3942 |
| Share Transactions: | | | |
Shares repurchased (Notes 8 and 11)
| — | | (9,000) |
| 1 | The Securities and Exchange Commission (“SEC”) eliminated the requirement to disclose the source of distributions paid in 2018. For the year ended December 31, 2017, the distributions to shareholders were from net investment income and totaled $66,910,895. |
| 2 | The SEC eliminated the requirement to disclose undistributed (distributions in excess of) net investment income in 2018. For the year ended December 31, 2017, the distributions in excess of net investment income was $(423,081). |
See Notes to Financial Statements.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Statement of Cash Flows
For the Year Ended December 31, 2018
| Increase (Decrease) in Cash: |
| Cash flows provided by operating activities: |
Net increase in net assets resulting from operations
| $(25,226,036) |
| Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: |
Purchases of long-term portfolio investments and principal payups
| (404,377,786) |
Proceeds from disposition of long-term portfolio investments and principal paydowns
| 378,480,551 |
Net purchases and sales of short-term portfolio investments
| (6,447,710) |
Return of capital distributions from portfolio investments
| 7,643,831 |
Increase in interest and dividend receivable
| (693,722) |
Decrease in prepaid expenses
| 2,401 |
Increase in interest payable for credit facility and reverse repurchase agreements
| 240,224 |
Increase in investment advisory fee payable, net
| 326,162 |
Decrease in administration fee payable, net
| (9,713) |
Decrease in payable to directors' fee payable
| (4,534) |
Increase in accrued expenses
| 35,807 |
Net amortization on investments and paydown gains or losses on investments
| (20,834,386) |
Unrealized depreciation on investments
| 55,474,828 |
Net realized loss on investment transactions
| 25,255,410 |
Net cash provided by operating activities
| 9,865,327 |
| Cash flows used for financing activities: |
Net cash provided by reverse repurchase agreements
| 21,404,291 |
Distributions paid to shareholders
| (87,133,194) |
Net cash used for financing activities
| (65,728,903) |
Net decrease in cash
| (55,863,576) |
Cash at beginning of year(1)
| 62,161,649 |
Cash at end of year(1)
| $6,298,073 |
| Supplemental Disclosure of Cash Flow Information: |
| Interest payments on the credit facility and reverse repurchase agreements for the year ended December 31, 2018, totaled $7,758,791. |
| (1) Includes cash on deposit with brokers for reverse repurchase agreements. |
See Notes to Financial Statements.
22Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Financial Highlights
| | For the Year Ended December 31, | | For the Period
from December 5,
20161 to December 31, |
| | 2018 | | 2017 | | 2016 |
| Per Share Operating Performance: | | | | | |
Net asset value, beginning of period
| $25.15 | | $25.14 | | $25.00 |
Net investment income2
| 1.52 | | 1.74 | | 0.15 |
Net realized and unrealized gain (loss) on investment transactions
| (2.21) | | 0.66 | | 0.19 |
Net increase (decrease) in net asset value resulting from operations
| (0.69) | | 2.40 | | 0.34 |
Distributions from net investment income
| (1.53) | | (1.84) | | (0.15) |
Return of capital distributions
| (0.86) | | (0.55) | | (0.05) |
Total distributions paid
| (2.39) | | (2.39) | | (0.20) |
Net asset value, end of period
| $22.07 | | $25.15 | | $25.14 |
Market price, end of period
| $19.07 | | $23.37 | | $22.31 |
| Total Investment Return based on Net Asset Value# | -3.08% | | 9.88% | | 1.36%5 |
| Total Investment Return based on Market Price† | -9.12% | | 15.94% | | 0.50%3,5 |
| Ratios to Average Net Assets/Supplementary Data: | | | | | |
Net assets, end of period (000s)
| $805,294 | | $917,653 | | $917,593 |
Operating expenses excluding interest expense
| 1.63% | | 1.60% | | 1.70%6 |
Interest expense
| 0.93% | | 0.58% | | 0.60%6 |
Total expenses
| 2.56% | | 2.18 | | 2.30%6 |
Net expenses, including fee waivers and reimbursement and excluding interest expense
| 1.08% | | 1.03% | | 1.03%6 |
Net expenses, including fee waivers and reimbursement and interest expense
| 2.00% | | 1.61% | | 1.63%6 |
Net investment income
| 6.31% | | 6.84% | | 8.13%6 |
Net investment income, excluding the effect of fee waivers and reimbursement
| 5.76% | | 6.27% | | 7.46%6 |
Portfolio turnover rate
| 35% | | 43% | | 15%4,5 |
Credit facility and reverse repurchase agreements, end of period (000s)
| $280,800 | | $259,395 | | $302,682 |
Asset coverage per $1,000 unit of senior indebtedness7
| $3,868 | | $4,538 | | $4,032 |
| # | Total investment return based on net asset value (“NAV”) is the combination of changes in NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The actual reinvestment price for the last dividend declared in the year may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total investment return excludes the effects of sales charges or contingent deferred sales charges, if applicable. |
| † | Total investment return based on market price is the combination of changes in the New York Stock Exchange ("NYSE") market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The actual reinvestment for the last dividend declared in the year may take place over several days as described in the Fund’s dividend reinvestment plan, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total investment return excludes the effect of broker commissions. |
| 1 | Commencement of operations. |
| 2 | Per share amounts presented are based on average shares outstanding throughout the period indicated. |
| 3 | Total investment return based on market price is calculated based on first trade price of $22.40 on December 5, 2016. |
| 4 | For the portfolio turnover calculation, portfolio purchases and sales of the Brookfield Mortgage Opportunity Income Fund Inc., Brookfield High Income Fund Inc. and Brookfield Total Return Fund Inc. made prior to the Reorganizations into the Brookfield Real Assets Income Fund Inc. have been excluded from the numerator and the monthly average value of securities used in the denominator reflects the combined market value after the Reorganizations. |
| 5 | Not annualized. |
| 6 | Annualized. |
| 7 | 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.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements
December 31, 2018
1.Organization
Brookfield Real Assets Income Fund Inc. (the “Fund”) is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund's shares are listed on the New York Stock Exchange ("NYSE") and trade under the ticker symbol “RA". The Fund was incorporated under the laws of the State of Maryland on October 6, 2015.
Brookfield Public Securities Group LLC (“PSG” 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 Fund.
The investment objective of the Fund is to seek high total return, primarily through high current income and secondarily, through growth of capital. The investment objective is not fundamental and may be changed by the Fund’s Board of Directors (the “Board”) without shareholder approval, upon not less than 60 days prior written notice to shareholders. No assurances can be given that the Fund’s investment objective will be achieved.
The Fund seeks to achieve its investment objective by investing primarily in the real asset class, which includes the following: Real Estate Securities; Infrastructure Securities; and Natural Resources Securities (collectively, “Real Asset Companies and Issuers”).
Under normal market conditions, the Fund will invest at least 80% of its Managed Assets (average daily net assets plus the amount of any borrowings for investment purposes) in the securities and other instruments of Real Asset Companies and Issuers (the “80% Policy”). The Fund may change the 80% Policy without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund normally expects to invest at least 65% of its Managed Assets in fixed income securities of Real Asset Companies and Issuers and in derivatives and other instruments that have economic characteristics similar to such securities.
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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is an investment company within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2013-08 and follows accounting and reporting guidance under FASB Accounting Standards Codification (“ASC”) Topic 946Financial Services-Investment Companies.
Valuation of Investments:The Board has adopted procedures for the valuation of the Fund’s securities. The Adviser oversees the day to day responsibilities for valuation determinations under these procedures. The Board regularly reviews the application of these procedures to the securities in the Fund’s portfolio. The Adviser’s Valuation Committee is comprised of senior members of the Adviser’s management team. There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s net asset value (“NAV”).
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 may also utilize proprietary valuation models which may consider
24Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
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 amortized cost of discount or premium to maturity, unless such valuation, in the judgment of the Adviser’s Valuation Committee, does not represent fair 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. Prices of foreign equities that are principally traded on certain foreign markets will generally be adjusted daily pursuant to a fair value pricing service approved by the Board in order to reflect an adjustment for the factors occurring after the close of certain foreign markets but before the NYSE Close. When fair value pricing is employed, the value of the portfolio securities used to calculate the Fund’s NAV may differ from quoted or official closing prices. Investments in open-end registered investment companies, if any, are valued at the NAV as reported by those investment companies.
Securities for which market prices are not readily available or which cannot be valued using the sources described above will be valued using an internal proprietary fair value methodology. For any security warranting such fair value measurement, a memorandum, including the specific methodology and supporting information, will be provided to the Adviser’s Valuation Committee by a portfolio manager or analyst looking to fair value a particular security utilizing the internal proprietary fair value methodology. A portfolio manager or analyst shall use their best efforts to maximize the use of relevant observable inputs and minimize the use of unobservable inputs within their valuation technique. The Adviser’s Valuation Committee shall review the memorandum and supporting information provided by a portfolio manager or analyst and consider all relevant factors as it deems appropriate before approving the fair value recommendation.
The 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 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 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 Fund has established methods of fair value measurements in accordance with GAAP. Fair value denotes the price that the 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
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
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.
| Level 1 - | quoted prices in active markets for identical assets or liabilities |
| Level 2 - | quoted prices in markets that are not active or other significant observable inputs (including, but not limited to: quoted prices for similar assets or liabilities, quoted prices based on recently executed transactions, interest rates, credit risk, etc.)
|
| Level 3 - | significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of assets or liabilities) |
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’s Valuation Committee uses in determining fair value. If the Adviser’s 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 providers, who are subject to oversight by the Adviser), regularly compares its prior day prices, prices on comparable securities and sale prices to the current day prices and challenges those prices that exceed certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, the Adviser’s Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation 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.
The following table summarizes the Fund’s investments valuation inputs categorized in the disclosure hierarchy as of December 31, 2018:
| Valuation Inputs | Level 1 | | Level 2 | | Level 3 | | Total |
U.S. Government & Agency Obligations
| $— | | $3,513,508 | | $— | | $3,513,508 |
Securitized Credit
| — | | 371,797,667 | | 50,465,563 | | 422,263,230 |
Corporate Credit
| — | | 390,102,754 | | 825 | | 390,103,579 |
Term Loans
| — | | 11,029,998 | | — | | 11,029,998 |
Common Stocks
| 180,888,638 | | 58,401,391 | | 394,786 | | 239,684,815 |
Money Market Fund
| 6,447,709 | | — | | — | | 6,447,709 |
Total Investments
| $187,336,347 | | $834,845,318 | | $50,861,174 | | $1,073,042,839 |
26Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
The fair value of the Fund’s credit facility and reverse repurchase agreements, which qualify as financial instruments under FASB ASC Topic 820Fair Value Measurement, approximates the carrying amounts presented in the Statement of Assets and Liabilities. As of December 31, 2018, these financial instruments are categorized as a Level 2 within the disclosure hierarchy.
The table below shows the significant unobservable valuation inputs that were used by the Adviser’s Valuation Committee to fair value these Level 3 investments as of December 31, 2018.
| | Quantitative Information about Level 3 Fair Value Measurements(1) |
| Asset Type | Value as of
December 31,
2018 | Valuation
Approach | Valuation
Technique | Unobservable
Input | Amount or Range/
(Weighted Average) | Impact to Valuation
from an Increase
in Input(2) |
| Securitized Credit | | | | | | |
| Class B Notes | $4,258,839 | Income
Approach | Discounted
Cash
Flow | Yield (Discount
Rate of Cash
Flows) | 8.1%-12.0%
(10.8%) | Decrease |
| Corporate Credit | | | | | | |
| Motors Liquidation Co. | 825 | Asset-Based
Approach | Analysis of
Residual Value | Anticipated
Residual Value | $0.01 | Increase |
| Common Stocks | | | | | | |
| Thunderbird Resources Equity, Inc. | 394,786 | Asset-Based
Approach | Analysis of
Enterprise Value | Enterprise
Value | $34,600 | Increase |
| Total | $4,654,450 | | | | | |
(1) The table above does not include Level 3 securities that are valued by brokers and pricing services. At December 31, 2018, the value of these securities was $46,206,724. The inputs for these securities are not readily available or cannot be reasonably estimated and are generally those inputs described in the Valuation of Investments in Note 2. 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.
(2) The impact represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
| Investments in Securities | Securitized Credit | | Corporate Credit | | Common Stocks | | Total |
Balance as of December 31, 2017
| $74,356,963 | | $825 | | $425,422 | | $74,783,210 |
Accrued discounts (premiums)
| 2,691,895 | | — | | — | | 2,691,895 |
Realized gain (loss)
| (3,416,658) | | — | | — | | (3,416,658) |
Change in unrealized appreciation (depreciation)
| 427,968 | | — | | (30,636) | | 397,332 |
Purchases at cost
| 664,227 | | — | | — | | 664,227 |
Sales proceeds
| (13,362,413) | | — | | — | | (13,362,413) |
Transfers out of Level 3
| (10,896,419) | | — | | — | | (10,896,419)(a) |
Balance as of December 31, 2018
| $50,465,563 | | $825 | | $394,786 | | $50,861,174 |
Change in unrealized gains or losses relating to assets still held at the reporting date
| $(3,364,162) | | $— | | $(30,636) | | $(3,394,798) |
(a) Transferred due to an increase in observable market data for these securities.
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 recorded on the accrual basis. Discounts and premiums on 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. Net realized gain (loss) on the Statement of Operations may also include realized gain distributions received from real estate investment trusts (“REITs”). Distributions of net realized gains are recorded on the REIT's ex-dividend date. Distributions from REITs are recorded as ordinary income, net realized capital gain or return of capital based on information reported by the REITs and management’s estimates of such amounts based on historical information. These estimates are adjusted when the actual source of distributions is disclosed by the REITs and actual amounts may differ from the estimated amounts.
Master Limited Partnerships: A master limited partnership (“MLP”) is an entity receiving partnership taxation treatment under the U.S. Internal Revenue Code of 1986 (the “Code”), the partnership interests or “units” of which are traded on securities exchanges like shares of corporate stock. Holders of MLP units generally have limited control and voting rights on matters affecting the partnership.
The Fund invests in MLPs, which generally are treated as partnerships for federal income tax purposes. If an MLP does not meet current legal requirements to maintain partnership status, or if it is unable to do so because of tax law changes, it would be taxed as a corporation or other form of taxable entity and there could be a material decrease in the value of its securities. Additionally, if tax law changes to eliminate or reduce tax deductions such as depletion, depreciation and amortization expense deductions that MLPs have been able to use to offset a significant portion of their taxable income, it could significantly reduce the value of the MLPs held by the Fund and could cause a greater portion of the income and gain allocated to the Fund to be subject to U.S. federal, state and local corporate income taxes, which would reduce the amount the Fund can distribute to shareholders and could increase the percentage of Fund distributions treated as dividends instead of tax-deferred return of capital.
Depreciation or other cost recovery deductions passed through to the Fund from investments in MLPs in a given year generally will reduce the Fund’s taxable income (and earnings and profits), but those deductions may be recaptured in the Fund’s taxable income (and earnings and profits) in subsequent years when the MLPs dispose of their assets or when the Fund disposes of its interests in the MLPs. When deductions are recaptured, distributions to the Fund’s shareholders may be taxable.
28Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
Return of Capital Estimates: A distribution received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded. For the year ended December 31, 2018, the Fund estimated that 100% of the MLP distributions received would be treated as return of capital.
Foreign Currency Transactions: 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 Fund isolates 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 Fund does 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 Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid.
Expenses: Expenses directly attributable to the Fund are charged directly to the Fund, while expenses which are attributable to the Fund and other investment companies advised by the Adviser are allocated among the respective investment companies, including the Fund, based either upon relative average net assets, evenly, or a combination of average net assets and evenly.
Distributions: The Fund declares and pays dividends monthly from net investment income. To the extent these distributions exceed net investment income, they may be classified as return of capital. The 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 is provided after a payment is made from any source other than net investment income. Any such notice is 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 the 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 the 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, Delayed Delivery Securities and Forward Commitments: The Fund may enter into forward commitments for the purchase or sale of securities, including on a "when issued" or "delayed delivery" basis, in excess of customary settlement periods for the type of security involved. In some cases, a forward commitment may be conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, corporate reorganization or debt restructuring (i.e., a when, as and if issued security). When such transactions are negotiated, the price is fixed at the time of the commitment, with payment and delivery taking place in the future, generally a month or more after the date of the commitment. While it will only enter into a forward commitment with the intention of actually acquiring the security, the Fund may sell the security before the settlement date if it is deemed advisable. Securities purchased under a forward commitment are subject to market fluctuation, and no interest (or dividends) accrues to the Fund prior to the settlement date. The Fund will segregate with its custodian cash or liquid securities in an aggregate amount at least equal to the amount of its outstanding forward commitments.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
New Accounting Pronouncements: In March 2017, the FASB issued ASU 2017-08,Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount, which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.
In August 2018, FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework —Changes to the Disclosure Requirements for Fair Value Measurement. The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt upon the issuance of ASU 2018-13. Management has implemented the amendments and there was no material impact on the Fund’s financial statements
3.Derivative Financial Instruments
The Fund may purchase and sell derivative instruments such as exchange-listed and over-the counter put and call options on securities, financial futures, equity, fixed-income and interest rate indices, and other financial instruments. It may purchase and sell financial futures contracts and options thereon. Moreover, the Fund may enter into various interest rate transactions such as swaps, caps, floors or collars and enter into various currency transactions such as forward currency contracts, currency futures contracts, currency swaps or options on currency or currency futures or credit transactions and credit default swaps. The Fund may also purchase derivative instruments that combine features of several of these instruments. The Fund may invest in, or enter into, derivatives for a variety of reasons, including to hedge certain market risks, to provide a substitute for purchasing or selling particular securities or to increase potential income gain.
The Fund did not have any derivative financial instruments outstanding during the year ended December 31, 2018.
4.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, 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 Fund has investments in below-investment grade debt securities, including mortgage-backed and asset-backed 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 Fund would experience a reduction in its income, a decline in the market value of the securities so affected and a decline in the NAV of its 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 its 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.
30Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
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 Fund may be required to bear certain extraordinary expenses in order to protect and recover its investments in certain distressed securities. Therefore, to the extent the Fund seeks capital growth through investment in such securities, the Fund’s ability to achieve current income for its shareholders may be diminished. The Fund is also 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 Fund, there can be no assurance that the securities or other assets received by the Fund 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 Fund upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As a result of the Fund’s participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of such securities, the Fund may be restricted from disposing of distressed securities.
5.Investment Advisory Agreement and Transactions with Related Parties
The Fund has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser under which the Adviser is responsible for the management of the Fund’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. The Advisory Agreement provides that the Fund shall pay the Adviser a monthly fee for its services at an annual rate of 1.00% of the Fund’s Managed Assets (average daily net assets plus the amount of borrowing for investment purposes).
Pursuant to the operating expenses limitation agreement approved by the Board on May 12, 2016, the Adviser has agreed to waive its fees or reimburse expenses for two years following the commencement of operations of the Fund so that the total annual operating expense ratio of the Fund will not exceed 1.03% (excluding the costs of using leverage, brokerage commissions and other transactions, acquired fund fees and expenses, interest, taxes, and extraordinary expenses, such as litigation; and other expenses not incurred in the ordinary course of the Fund’s business). The operating expenses limitation agreement expired pursuant to its terms on December 4, 2018.
The Adviser has entered into a Sub-Advisory Agreement with Schroder Investment Management North America Inc. (the “Sub-Adviser”). The Sub-Adviser is responsible for the management of the Securitized Credit investments. The Adviser is responsible for any fees due to the Sub-Adviser.
The Fund has entered into an Administration Agreement with the Adviser and the Adviser has entered into a sub-administration agreement with U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Sub-Administrator”). The Adviser and Sub-Administrator perform administrative services necessary for the operation of the Fund, including maintaining certain books and records of the Fund and preparing reports and other documents required by federal, state, and other applicable laws and regulations, and providing the Fund with administrative office facilities. For these services, the Fund pays to the Adviser a monthly fee at an annual rate of 0.15% of the Fund’s Managed Assets. The Adviser is responsible for any fees due to the Sub-Administrator.
Certain officers and/or directors of the Fund are officers and/or employees of the Adviser.
6.Purchases and Sales of Investments
For the year ended December 31, 2018, purchases and sales of investments (including principal payups and paydowns), excluding short-term securities, reverse repurchase agreements and U.S. government securities were $408,973,221 and $382,801,002, respectively. For the year ended December 31, 2018, purchases and sales of long-term U.S. Government securities were $0 and $603,395, respectively.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
7.Borrowings
Credit facility: The Fund has 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. The 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 year ended December 31, 2018, the average interest rate paid under the line of credit was 3.15% of the total line of credit amount available to Fund.
Total line of credit amount available
| $180,000,000 |
Line of credit outstanding at December 31, 2018
| 180,000,000 |
Line of credit amount unused at December 31, 2018
| — |
Average balance outstanding during the year
| 180,000,000 |
Interest expense incurred on line of credit during the year
| 5,677,817 |
Reverse Repurchase Agreements: The Fund may enter into reverse repurchase agreements. In a reverse repurchase agreement, the Fund delivers a security in exchange for cash to a financial institution, the counterparty, with a simultaneous agreement to repurchase the same or substantially the same security at an agreed upon price and date. The Fund is entitled to receive principal and interest payments, if any, made on the security delivered to the counterparty during the term of the agreement. Cash received in exchange for securities delivered plus accrued interest payments to be made by the Fund to counterparties are reflected as a liability on the Statement of Assets and Liabilities. Interest payments made by the Fund to counterparties are recorded as a component of interest expense on the Statement of Operations. The Fund will segregate assets determined to be liquid by the Adviser or will otherwise cover its obligations under reverse repurchase agreements.
Reverse repurchase agreements involve the risk that the market value of the securities retained in lieu of sale by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Fund's obligation to repurchase the securities, and the Fund's use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. Also, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the securities subject to such agreements.
32Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
At December 31, 2018, the Fund had the following reverse repurchase agreements outstanding:
| Counterparty | Borrowing
Rate | Borrowing
Date | Maturity
Date | Amount
Borrowed(1) | | Payable For
Reverse
Repurchase
Agreements |
Goldman Sachs
| 3.30% | 12/28/18 | 01/28/19 | $3,371,000 | | $3,372,236 |
JPMorgan Chase
| 2.00 | 10/25/18 | 01/04/19 | 755,351 | | 757,906 |
JPMorgan Chase
| 2.25 | 12/26/18 | 01/24/19 | 791,512 | | 791,809 |
JPMorgan Chase
| 2.50 | 10/25/18 | 01/04/19 | 6,747,450 | | 6,776,642 |
JPMorgan Chase
| 2.50 | 11/06/18 | 01/04/19 | 2,151,779 | | 2,159,475 |
JPMorgan Chase
| 2.75 | 12/26/18 | 01/24/19 | 2,601,482 | | 2,602,674 |
JPMorgan Chase
| 2.90 | 10/25/18 | 01/04/19 | 2,145,178 | | 2,156,080 |
JPMorgan Chase
| 2.95 | 10/25/18 | 01/04/19 | 4,898,035 | | 4,923,389 |
JPMorgan Chase
| 3.10 | 10/25/18 | 01/04/19 | 19,589,459 | | 19,690,096 |
JPMorgan Chase
| 3.10 | 12/18/18 | 01/04/19 | 1,560,516 | | 1,562,319 |
RBC Capital Markets
| 2.97 | 10/11/18 | 01/11/19 | 3,305,000 | | 3,327,362 |
RBC Capital Markets
| 3.04 | 10/25/18 | 01/25/19 | 3,017,000 | | 3,034,324 |
RBC Capital Markets
| 3.15 | 11/09/18 | 02/11/19 | 3,370,000 | | 3,385,634 |
RBC Capital Markets
| 3.20 | 11/23/18 | 02/22/19 | 5,382,000 | | 5,400,676 |
RBC Capital Markets
| 3.24 | 10/25/18 | 01/25/19 | 5,017,000 | | 5,047,703 |
RBC Capital Markets
| 3.30 | 12/05/18 | 03/05/19 | 5,407,000 | | 5,420,387 |
RBC Capital Markets
| 3.30 | 12/11/18 | 03/05/19 | 3,609,000 | | 3,615,950 |
RBC Capital Markets
| 3.34 | 11/07/18 | 02/07/19 | 2,911,000 | | 2,925,851 |
RBC Capital Markets
| 3.34 | 12/20/18 | 03/20/19 | 6,233,000 | | 6,239,943 |
RBC Capital Markets
| 3.35 | 11/09/18 | 02/11/19 | 4,213,000 | | 4,233,785 |
RBC Capital Markets
| 3.40 | 11/21/18 | 02/21/19 | 3,800,000 | | 3,814,696 |
RBC Capital Markets
| 3.54 | 12/20/18 | 03/20/19 | 9,924,000 | | 9,935,717 |
Total
| | | | $100,799,762 | | $101,174,654 |
(1)The average daily balance of reverse repurchase agreements outstanding for the Fund during the year ended December 31, 2018 was $91,762,869 at a weighted average daily interest rate of 2.68%.
The following is a summary of the reverse repurchase agreements by the type of collateral and the remaining contractual maturity of the agreements:
| | Overnight and Continuous | | Up to 30 Days | | 30 to 90 Days | | Greater Than 90 Days | | Total |
U.S. Government & Agency Obligations
| $— | | $3,371,000 | | $— | | $— | | $3,371,000 |
Corporate Credit
| — | | 52,579,762 | | 44,849,000 | | | | 97,428,762 |
Total
| $— | | $55,950,762 | | $44,849,000 | | $— | | $100,799,762 |
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
Below is the gross and net information about instruments and transactions eligible for offset in the Statement of Assets and Liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement:
| | | | | Collateral | |
| Description | Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Statement of Assets and Liabilities | Net Amounts Presented in the Statement of Assets and Liabilities | Non-Cash Collateral (Pledged) Received | Cash Collateral (Pledged) Received* | Net Amount |
Reverse Repurchase Agreements
| $100,799,762 | $— | $100,799,762 | $(100,799,762) | $— | $— |
* Excess of collateral pledged to the individual counterparty is not shown for financial statement purposes.
Reverse repurchase transactions are entered into by the Fund under Master Repurchase Agreements (“MRA”) which permit the Fund, under certain circumstances, including an event of default of the Fund (such as bankruptcy or insolvency), to offset payables under the MRA with collateral held with the counterparty and create one single net payment from the Fund. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund is considered an unsecured creditor with respect to excess collateral and, as such, the return of excess collateral may be delayed. In the event the buyer of securities (i.e. the MRA counterparty) under a MRA files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted while the other party, or its trustee or receiver, determines whether or not to enforce the Fund’s obligation to repurchase the securities.
8.Capital Shares
The Fund has 1,000,000,000 shares of $0.001 par value common shares authorized. Of the 36,487,937 shares outstanding at December 31, 2018 for the Fund, the Adviser owns 65,327 shares. The Fund’s Board is authorized to classify and reclassify any unissued capital shares. 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 are fully paid and non-assessable. Common shareholders are entitled to one vote per share and all voting rights for the election of directors are non-cumulative.
The Board has approved a share repurchase plan. Under the current share repurchase plan, as of December 31, 2018, the Fund may purchase in the open market up to 10% of its outstanding common shares. The current share repurchase plan will remain in effect between December 5, 2018 and December 5, 2019. The amount and timing of the repurchases will be at the discretion of the Fund’s management, subject to market conditions and investment considerations. There is no assurance that the Fund will purchase shares at any particular discount level or in any particular amounts. The Board authorized the share repurchase program as a result of its review of the options available to enhance shareholder value and reduce any potential discount between the market price of the Fund's shares and the net asset value per share. During the year ended December 31, 2017, 9,000 shares were repurchased by the Fund at an aggregate cost of $205,606 and at an average discount of 10.29% to net asset value. As of December 31, 2018, there were no shares repurchased under this program. All shares repurchased have been retired.
9.Federal Income Tax Information
The 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 shareholders. Therefore, no federal income or excise tax provision is required. The Fund may incur an excise tax to the extent it has not distributed all of its taxable income on a calendar year basis.
34Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
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 Fund’s 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 December 31, 2018, the Fund has determined that there are no uncertain tax positions or tax liabilities required to be accrued.
The Fund has 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 December 31, 2018, open taxable years consisted of the taxable period from December 5, 2016 (commencement of operations) to December 31, 2016 and the taxable years ended December 31, 2017 and December 31, 2018. No examination of the Fund’s tax returns is currently in progress.
Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.
The tax character of the distributions paid for the years ended December 31 were as follows:
| | December 31, 2018 | | December 31, 2017 |
Ordinary income
| $55,785,407 | | $66,910,895 |
Return of capital
| 31,347,787 | | 20,224,091 |
Total
| $87,133,194 | | $87,134,986 |
At December 31, 2018, the Fund’s most recently completed tax year-end, the components of distributable earnings on a tax basis were as follows:
Post-October loss
| $(1,595,041) |
Capital loss carryforwards(1)
| (85,508,710) |
Other accumulated losses
| (12,664,544) |
Tax basis unrealized depreciation on investments and foreign currency
| (53,144,610) |
Total tax basis net accumulated losses
| $(152,912,905) |
(1) To the extent that future capital gains are offset by capital loss carryforwards, such gains will not be distributed.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
Federal Income Tax Basis:The federal income tax basis of the Fund's investments at December 31, 2018 was as follows:
| Cost of Investments | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Depreciation |
| $1,126,187,449 | $26,147,710 | $(79,292,320) | $(53,144,610) |
As of December 31, 2018, the Fund's capital loss carryforwards were as follows:
| Capital Loss Carryforwards: | Expires: | Limitation: |
$38,494,147 (Short-term)
| N/A | N/A |
$23,749,001 (Long-term)
| N/A | N/A |
$9,707,822
| N/A | 12/31/2019 |
$7,429,089
| N/A | 12/31/2020 |
$3,443,546
| N/A | 12/31/2021 |
$3,443,546
| N/A | 12/31/2022 |
$3,443,546
| N/A | 12/31/2023 |
$3,443,546
| N/A | 12/31/2024 |
$1,638,900
| N/A | 12/31/2025 |
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 forward currency contracts and partnership adjustments. Permanent book and tax differences, if any, 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 income and realized gain remaining at fiscal year end is distributed in the following year.
At December 31, 2018, the Fund's most recently completed tax year-end, the Fund's components of net assets were increased or (decreased) by the amounts shown in the table below:
| Paid-in capital | Accumulated losses |
| $(24,601) | $24,601 |
10.Indemnification
Under the Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for indemnification. The Fund’s 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 Fund. Thus, an estimate of the financial impact, if any, of these arrangements cannot be made at this time. However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be unlikely.
11.Subsequent Events
GAAP requires recognition in the financial statements of the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.
36Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (continued)
December 31, 2018
Distributions: The Fund's Board declared the following monthly distributions:
| Distribution Per Share | Record Date | Payable Date |
| $0.1990 | January 16, 2019 | January 24, 2019 |
| $0.1990 | February 13, 2019 | February 21, 2019 |
As of February 28, 2019, 11,876 shares have been repurchased at an aggregate cost of $251,285 and at an average discount of 9.16% to net asset value. All shares repurchased have been retired.
Management has evaluated subsequent events in the preparation of the Fund’s 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.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Report of Independent Registered Public Accounting Firm
December 31, 2018
To the Board of Directors and Shareholders of
Brookfield Real Assets Income Fund Inc.
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of Brookfield Real Assets Income Fund Inc. (the “Fund”), including the schedule of investments, as of December 31, 2018, 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, the financial highlights for each of the two years in the period then ended and for the period from December 5, 2016 (commencement of operations) through December 31, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations and its cash flows for the year then ended, and the changes in its net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Chicago, Illinois
February 28, 2019
We have served as the auditor of one or more Brookfield Public Securities Group LLC’s investment companies since 2011.
38Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Tax Information
December 31, 2018
The Fund is required by subchapter M of the Internal Revenue Code of 1986, as amended, to advise you within 60 days of the Fund’s fiscal year end (December 31, 2018) as to the federal tax status of distributions received by shareholders during such fiscal year. Accordingly, we are advising you that 35.98% of the distributions paid from net investment income for the Fund was reclassified as return of capital and is reflected as such in the Fund’s Statement of Changes in Net Assets and Financial Highlights.
For the year ended December 31, 2018, certain dividends paid by the Fund 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 7.41%.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended December 31, 2018 was 2.75%.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) was 0.00%.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Compliance Certification
December 31, 2018
On May 21, 2018, the Fund submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which the Fund’s principal executive officer certified that he was not aware, as of that date, of any violation by the Fund 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 Fund’s 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 Fund’s disclosure controls and procedures and internal control over financial reporting, as applicable.
Other Compliance Matters
Dan C. Tutcher, is a Managing Director of the Brookfield Public Securities Group LLC on the Energy Infrastructure Securities team. Mr. Tutcher also serves on the Board of Enbridge, Inc. The Fund’s adviser has adopted policies and procedures to address potential conflicts of interest while allowing the Adviser to continue to invest in Enbridge Companies. However, from time to time, the Adviser may restrict trading, which may prevent any fund in the Brookfield fund complex from acquiring or disposing of securities of Enbridge Companies at a favorable time.
40Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Information Concerning Directors and Officers (Unaudited)
The following tables provide information concerning the directors and officers of the Fund.
Directors of the Fund
| Name, Address and Year of Birth | Position(s) Held with the Fund | Principal Occupation(s) During Past 5 Years and Other Directorships Held by Director | Number of Portfolios in Fund Complex |
Independent Director
Class I Director to serve until 2020 Annual Meeting of Shareholders: | | | |
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
Served Since 2016 | Director/Trustee of several investment companies advised by the Adviser (2005-Present); Director of SP Fiber Technologies, Inc. (2012-2015); Director of Gramercy Property Trust (2012-2018); Director of Turner Corp. (2003-Present); Director of Jackson Hewitt Tax Services, Inc. (2004-2011); Employee of Arthur Andersen LLP (2002-Present). | 10 |
Interested Director
Class I Director to serve until 2020 Annual Meeting of Shareholders: | | | |
David Levi
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1971 | Director
Served Since 2017 | Director/Trustee of several investment companies advised by the Adviser (2017-Present); President of the Adviser (2016-Present); Managing Director and Head of Distribution of the Adviser (2014-2016); Managing Partner of Brookfield Asset Management Inc. (2015-Present); Managing Director and Head of Global Business Development at Nuveen Investments (2009-2014). | 10 |
Independent Director
Class II Director to serve until 2021 Annual Meeting of Shareholders: | | | |
Heather Goldman
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1967 | Director, Member of the Audit Committee, Member of the Nominating and Compensation Committee
Served Since 2016 | Director/Trustee of several investment companies advised by the Adviser (2013-Present); Global Head of Marketing and Business Development of the Adviser (2011-2013); Director and Board Chair of University Settlement House (2003-2013); Member of the Honorary Board of University Settlement House (2014-Present); Co-Founder & CEO of Capstak, Inc. (2014-2018); Chairman of Capstak, Inc. (2016-2018). | 10 |
BROOKFIELD REAL ASSETS INCOME FUND INC.
Information Concerning Directors and Officers (Unaudited) (continued)
Directors of the Fund (continued)
| Name, Address and Year of Birth | Position(s) Held with the Fund | Principal Occupation(s) During Past 5 Years and Other Directorships Held by Director | Number of Portfolios in Fund Complex |
Independent Directors
Class III Directors to serve until 2019 Annual Meeting of Shareholders: | | | |
Edward A. Kuczmarski
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1949 | Director, Chairman of the Board, Member of the Audit Committee, Chairman of the Nominating and Compensation Committee
Served Since 2016 | Director/Trustee of several investment companies advised by the Adviser (2011-Present); Certified Public Accountant and Retired Partner of Crowe Horwath LLP (1980-2013); Trustee of the Empire Builder Tax Free Bond Fund (1984-2013); Director of ISI Funds (2007-2015); Trustee of the Daily Income Fund (2006-2015), Director of the California Daily Tax Free Income Fund, Inc. (2006-2015); Trustee of the Stralem Funds (2014-2016). | 10 |
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
Served Since 2016 | Director/Trustee of several investment companies advised by the Adviser (2006-Present); Director of United Guaranty Corporation (2011-2016); Director of Brandywine Funds (2003-2013); Director of Drive Shack Inc. (formerly, Newcastle Investment Corp.) (2000-Present); Managing Partner of Federal City Capital Advisors (1997-Present); Director of New America High Income Fund (2013-Present); Director of New Senior Investment Group, Inc. (2014-Present). | 10 |
42Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Information Concerning Directors and Officers (Unaudited) (continued)
Officers of the Fund
| Name, Address and Year of Birth | Position(s) Held with the Fund | 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 | Served since 2014 | President of several investment companies advised by the Adviser (2014-Present); Managing Director (2014-Present), Assistant General Counsel (2010-2017), General Counsel (2017-Present) of the Adviser; Managing Partner of Brookfield Asset Management Inc. (2016-Present); Secretary of Brookfield Investment Funds (2011-2014). |
Angela W. Ghantous*
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1975 | Treasurer | Served since 2012 | Treasurer of several investment companies advised by the Adviser (2012-Present); Director and Head of Fund Administration and Accounting of the Adviser (2012-Present); Vice President of the Adviser (2009-2012). |
Thomas D. Peeney*
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1973 | Secretary | Served since 2018 | Secretary of several investment companies advised by the Adviser (2018-Present); Director of the Adviser (2018-Present); Vice President of the Adviser (2017-2018); Vice President and Assistant General Counsel of SunAmerica Asset Management, LLC (2013-2017); Associate, Corporate Department at Paul Hastings LLP (2006-2013). |
Adam R. Sachs*
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1984 | Chief Compliance Officer (“CCO”) | Served since 2017 | Chief Compliance Officer of several investment companies advised by the Adviser (2017-Present); Director of Corporate Legal and Compliance at the Adviser (2017-Present); Chief Compliance Officer of Brookfield Investment Management (Canada) Inc. (2017-Present); Chief Compliance Officer of Brookfield Investment Management UK Ltd. (2017-Present); Senior Compliance Officer of Corporate Legal and Compliance at the Adviser (2011-2017). |
Casey Tushaus
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1982 | Assistant Treasurer | Served since 2016 | Assistant Treasurer of several investment companies advised by the Adviser (2016-Present); Vice President of the Adviser (2014-Present); Assistant Fund Controller at Walton Street Capital (2007-2014). |
Mohamed Rasul
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1981 | Assistant Treasurer | Served since 2016 | Assistant Treasurer of several investment companies advised by the Adviser (2016-Present); Assistant Vice President of the Adviser (2014-Present); Senior Accountant of the Adviser (2012-2014). |
* Interested person as defined by the Investment Company Act of 1940, as amended (the “1940 Act”) because of affiliations with Brookfield Public Securities Group LLC, Adviser of the Fund.
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.
BROOKFIELD REAL ASSETS INCOME FUND INC.
Dividend Reinvestment Plan (Unaudited)
A Dividend Reinvestment Plan (the “Plan”) is available to shareholders of the Fund pursuant to which they may elect to have all distributions of dividends and capital gains automatically reinvested by American Stock Transfer & Trust Company (the “Plan Agent”) in additional Fund shares. Shareholders who do not participate in the Plan will receive all distributions in cash paid by check mailed directly to the shareholder of record (or if the shares are held in street or other nominee name, then to the nominee) by the Fund’s Custodian, as Dividend Disbursing Agent.
The Plan Agent serves as agent for the shareholders in administering the Plan. After the Fund declares a dividend or determines to make a capital gain distribution, payable in cash, if (1) the market price is lower than the net asset value, the participants in the Plan will receive the equivalent in Fund shares valued at the market price determined as of the time of purchase (generally, the payment date of the dividend or distribution); or if (2) the market price of the shares on the payment date of the dividend or distribution is equal to or exceeds their net asset value, participants will be issued Fund shares at the higher of net asset value or 95% of the market price. This discount reflects savings in underwriting and other costs that the Fund otherwise will be required to incur to raise additional capital. If the net asset value exceeds the market price of the Fund shares on the payment date or the Fund declares a dividend or other distribution payable only in cash (i.e., if the Board of Directors precludes reinvestment in Fund shares for that purpose), the Plan Agent will, as agent for the participants, receive the cash payment and use it to buy Fund shares in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts. If, before the Plan Agent has completed its purchases, the market price exceeds the net asset value of the Fund’s shares, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the Fund’s shares, resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund. The Fund will not issue shares under the Plan below net asset value.
Participants in the Plan may withdraw from the Plan upon written notice to the Plan Agent. When a participant withdraws from the Plan or upon termination of the Plan by the Fund, certificates for whole shares credited to his or her account under the Plan will be issued and a cash payment will be made for any fraction of a share credited to such account.
There is no charge to participants for reinvesting dividends or capital gain distributions, except for certain brokerage commissions, as described below. The Plan Agent’s fees for handling the reinvestment of dividends and distributions are paid by the Fund. There are no brokerage commissions charged with respect to shares issued directly by the Fund. 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 distributions.
The automatic reinvestment of dividends and distributions will not relieve participants of any federal income tax that may be payable on such dividends or distributions.
A brochure describing the Plan is available from the Plan Agent, by calling 1-800-937-5449.
If you wish to participate in the Plan and your shares are held in your name, you may simply complete and mail the enrollment form in the brochure. If your shares are held in the name of your brokerage firm, bank or other nominee, you should ask them whether or how you can participate in the Plan. Shareholders whose shares are held in the name of a brokerage firm, bank or other nominee and are participating in the Plan may not be able to continue participating in the Plan if they transfer their shares to a different brokerage firm, bank or other nominee, since such shareholders may participate only if permitted by the brokerage firm, bank or other nominee to which their shares are transferred.
44Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Joint Notice of Privacy Policy (Unaudited)
Brookfield Public Securities Group LLC (“PSG”), on its own behalf and on behalf of the funds managed by PSG 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 the 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 Public Securities Group LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
www.brookfield.com
Please direct your inquiries to:
Investor Relations
Phone: 1-855-777-8001
E-mail: funds@brookfield.com
Sub-Adviser
Schroder Investment Management North America Inc.
875 Third Avenue, 22nd Floor
New York, New York 10022-6225
Transfer Agent
Shareholder inquiries relating to distributions, address changes and shareholder account information should be directed to the Fund’s transfer agent:
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11219
1-800-937-5449
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
Deloitte & Touche LLP
111 South Wacker Drive
Chicago, Illinois 60606
Legal Counsel
Paul Hastings LLP
200 Park Avenue
New York, New York 10166
Custodian
U.S. Bank National Association
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT will be available on the SEC’s website at www.sec.gov. In addition, the Fund’s Form N-PORT 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 Fund’s proxy voting policies and procedures, information regarding how the Fund 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 Public Securities Group LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
1-855-777-8001
www.brookfield.com
Item 2. Code of Ethics.
As of the end of the period covered by this report, 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 Investor Relations at (855)777-8001 or by writing to Secretary, Brookfield Real Assets Income Fund Inc., 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 Stuart A. McFarland, Edward A. Kuczmarski, and Louis P. Salvatore each qualify as audit committee financial experts, as defined in Item 3(b) of FormN-CSR. Messrs. McFarland, Kuczmarski and Salvatore are considered “independent” for purposes of Item 3(a)(2) of FormN-CSR.
Item 4. Principal Accountant Fees and Services.
The aggregate fees billed by the Fund’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), to the Fund for the Fund’s two most recent fiscal years 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 shareholders (“Audit Fees”) were $60,000 and $58,000 for the fiscal years ended December 31, 2018 and December 31, 2017, respectively.
There were no fees billed by Deloitte to the Fund in its two recent fiscal years for services rendered for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements but are not reported as Audit Fees (“Audit-Related Fees”).
For the Fund’s two most recent fiscal years, there were no Audit-Related Fees billed by Deloitte for engagements related directly to the operations and financial reporting of one or more Funds by a Fund Service Provider. A Fund Service Provider is (a) any investment adviser to the Fund (not including any Subadvisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or (b) any entity that provides ongoing services to the Fund and is controlling, controlled by or under common control with a Fund investment adviser described in (a).
For the fiscal years ended December 31, 2018 and December 31, 2017, Deloitte billed the Registrant aggregate fees of $9,600 and $9,600, 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.
For the Fund’s two most recent fiscal years, Tax Fees billed by Deloitte for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Fund were $0 for the fiscal years ended December 31, 2018 and 2017.
The services for which Tax Fees were charged comprise all services performed by professional staff in Deloitte’s tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.
There were no other fees billed by Deloitte to the Fund for all othernon-audit services (“Other Fees”) for the fiscal years ended December 31, 2018 and December 31, 2017. During the same period, there were no Other Fees billed by Deloitte for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Fund.
(e) (1) According to policies adopted by the Audit Committee, services provided by Deloitte to the Funds must bepre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews andpre-approves various types of services that Deloitte may perform for the Funds without specific approval of each engagement, subject to specified budget limitations. As contemplated by the Sarbanes-Oxley Act of 2002 and related SEC rules, the Audit Committee alsopre-approvesnon-audit services provided by Deloitte to any Fund Service Provider for any engagement that relates directly to the operations and financial reporting of the Funds. Any engagement that is not alreadypre-approved or that will exceed apre-approved budget must be submitted to the Audit Committee forpre-approval.
(e) (2) None.
(f) Not applicable.
(g) The aggregate fees billed by Deloitte for the fiscal years ended December 31, 2018 and December 31, 2017, fornon-audit services rendered to the Fund and Fund Service Providers were $149,600 and $164,600, respectively. For the fiscal years ended December 31, 2018 and December 31, 2017, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $140,000 and $155,000, respectively, in fees billed to the Fund Service Providers fornon-audit services that did not relate directly to the operations and financial reporting of the Funds, including fees billed by Deloitte to Brookfield Public Securities Group LLC that were associated with Deloitte’s SSAE 16 Review (formerly, SAS No. 70).
(h) The Fund’s Audit Committee has considered whether the provision ofnon-audit services by registrant’s independent registered public accounting firm to the registrant’s investment advisor, and any entity controlling, controlled, or under common control with the investment advisor that provided ongoing services to the registrant that were notpre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the registrant) was compatible with maintaining the independence of the independent registered public accounting firm.
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 Stuart A. McFarland, Edward A. Kuczmarski, Louis P. Salvatore and Heather S. Goldman.
Item 6. Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures forClosed-End Management Investment Companies.
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 Public Securities Group LLC and its subsidiaries and affiliates (collectively, “PSG”) in voting portfolio proxies relating to securities that are held in the portfolios of the investment companies or other clients (“Clients”) for which PSG has been delegated such proxy voting authority.
A. Proxy Voting Committee
PSG’s internal proxy voting committee (the “Committee”) is responsible foroverseeing the proxy voting process and ensuring that PSG 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, PSG 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, PSG seeks to ensure that all votes are free from unwarranted and inappropriate influences. Accordingly, PSG 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, PSG 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 acase-by-case basis, PSG’s primary consideration is the economic interests of its Clients.
2. Proxy Voting Agent
PSG may retain an independent third party proxy voting agent to assist PSG 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, PSG may consider the proxy voting agent’s research and analysis as part of PSG’s own review of a proxy proposal in which the Guidelines recommend that the vote be considered on acase-by-case basis. PSG bears ultimate responsibility for how portfolio proxies are voted. Unless instructed otherwise by PSG, the proxy voting agent, when retained, will vote each portfolio proxy in
accordance with the Guidelines. The proxy voting agent also will assist PSG in maintaining records of PSG’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 FormN-PX with the Securities and Exchange Commission (“SEC”).
3. Material Conflicts of Interest
PSG votes portfolio proxies without regard to any other business relationship between PSG and the company to which the portfolio proxy relates. To this end, PSG must identify material conflicts of interest that may arise between a Client and PSG, such as the following relationships:
| | ● | | PSG provides significant investment advisory or other services to a portfolio company or its affiliates (the “Company”) whose management is soliciting proxies or PSG is seeking to provide such services; |
| | ● | | PSG serves as an investment adviser to the pension or other investment account of the Company or PSG is seeking to serve in that capacity; or |
| | ● | | PSG 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 PSG a loss of revenue or other benefit.
PSG 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, PSG and the Committee employ the following procedures, as long as PSG 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, PSG will vote the portfolio proxy in accordance with the Guidelines, provided that the Guidelines do not provide discretion to PSG on how to vote on the matter (i.e.,case-by-case); or |
| | ● | | If the previous procedure does not provide an appropriate voting recommendation, PSG may retain an independent fiduciary for advice on how to vote the proposal or the Committee may direct PSG 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, in accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting. The costs of voting proxies with respect to shares of foreign companies include the potentially serious portfolio management consequences of reduced flexibility to sell the shares at the most advantageous time for the Fund. As a result, such proxies generally will not be voted in the absence of an unusual, significant vote of compelling economic importance. In determining whether to vote proxies under these circumstances, PSG, in consultation with the Committee, considers whether the costs of voting proxies with respect to such shares of foreign companies generally outweigh any benefits that may be achieved by voting such proxies.
C. Fund Board Reporting and Recordkeeping
PSG will prepare periodic reports for submission to the Boards of Directors/Trustees 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 PSG 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, PSG will provide the Boards of Directors/Trustees of the Funds with a written report of any recommended changes based upon PSG’s experience under these Policies and Procedures, evolving industry practices and developments in the applicable laws or regulations.
PSG 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 inForm N-PX, as applicable; |
| | ● | | records of written client requests for proxy voting information and any written responses of PSG to such requests; and |
| | ● | | any written materials prepared by PSG 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 PSG and to the Boards of Directors/Trustees of the Funds for review and approval.
E. Proxy Voting Guidelines
Guidelines are available upon request.
Item 8. Portfolio Managers ofClosed-End Management Investment Companies.
Investment Team – Portfolio Managers
Adviser
Craig Noble, CFA – CEO, Chief Investment Officer and Portfolio Manager
Craig Noble has 21 years of industry experience and is Chief Executive Officer and Chief Investment Officer for the Public Securities Group as well as Portfolio Manager on certain infrastructure strategies and a Senior Managing Partner of Brookfield Asset Management. Over the last 14 years, he has held multiple positions within Brookfield, including significant roles within capital markets and direct infrastructure investment. He transitioned to the Public Securities Group in 2008 to help launch the firm’s listed infrastructure business and became the CEO in 2013. Prior to Brookfield, he spent five years with the Bank of Montreal, focused on credit analysis, corporate lending and corporate finance. Craig holds the Chartered Financial Analyst designation. He earned a Master of Business Administration degree from York University and a Bachelor of Commerce degree from Mount Allison University.
Larry Antonatos – Managing Director, Portfolio Manager
Larry Antonatos has 28 years of industry experience and is a Portfolio Manager for the Public Securities Group’s Real Asset Solutions team. In this role he oversees the portfolio construction process, including execution of asset allocation. Larry joined the firm in 2011 as Product Manager for the firm’s equity investment strategies. Prior to joining Brookfield, he was a portfolio manager for a U.S. REIT strategy for 10 years. He also has investment experience with direct property, CMBS, and mortgage loans. Larry earned a Master of Business Administration degree from the Wharton School of the University of Pennsylvania and a Bachelor of Engineering degree from Vanderbilt University.
Dana Erikson, CFA – Managing Director, Portfolio Manager
Dana Erikson has 30 years of industry experience and is a Portfolio Manager and Head of the Public Securities Group’s Corporate Credit team. In this role he oversees and contributes to the portfolio construction process, including execution of buy/sell decisions. Prior to joining the firm in 2006, Dana was with Evergreen Investments or one of its predecessor firms since 1996 where he held a number of positions, including Senior Portfolio Manager, Head of the High Yield team and Head of High Yield Research. Dana holds the Chartered Financial Analyst designation and is a member of the CFA Society Boston, Inc. He earned a Master of Business Administration degree (with Honors) from Northeastern University and a Bachelor of Arts degree in Economics from Brown University.
Dan Parker – Managing Director, Portfolio Manager
Daniel Parker has 22 years of industry experience and is a Portfolio Manager on the Public Securities Group’s Corporate Credit team. He is responsible for the portfolio construction process, including execution of buy/sell decisions for the Corporate Credit team, as well as continuing to support the Infrastructure Securities team. Daniel joined Brookfield Asset Management in 2006, initially focusing on high yield and stressed credit opportunities, before transitioning to the Public Securities Group in 2010. Prior to 2006, Daniel spent four years at Standard & Poor’s where he covered the utilities and natural resource sectors. He started his career in international trade finance as a credit analyst at Canada’s Export Credit Agency, EDC. Daniel holds the Chartered Financial Analyst designation and is a member of the CFA Society Chicago, Inc. He earned an Honours Bachelor of Commerce degree from Lakehead University.
Schroder Investment Management North America Inc. (the“Sub-Adviser”)
Michelle Russell-Dowe – Head of Securitized Credit
Michelle Russell-Dowe is the Head of Securitized Credit at Schroders, she is responsible for managing the Securitized Credit Team and the Securitized Credit Portfolio Strategies. She joined Schroders in 2016 and is based in New York. Ms. Russell-Dowe was the Head of Securitized Products at Brookfield Investment Management (previously Hyperion Capital Management) from 1999 to 2016 where she was responsible for managing the Securitized Products Investment Team. She was the Lead Portfolio Manager responsible for the Securitized Investment Strategies. She was a Vice President at Duff & Phelps Credit Rating Co from 1994 to 1999, where she was responsible for rating securities including residential mortgage-backed securities and asset-backed securities. Previously, Ms. Russell-Dowe has been aCo-Head of the Investor Committee of the American Securitization Forum (ASF). She holds an MBA in Finance (Valedictorian) from Columbia Graduate School of Business and a BA in economics from Princeton University.
Jeffrey Williams, CFA – Portfolio Manager
Jeffrey Williams is a Fund Manager at Schroders, which involves portfolio management for the firm’s securitized credit strategies, with a particular focus on CMBS, commercial real estate loans and related assets. He joined Schroders in 2016 and is based in New York. Mr. Williams was a Managing Director at Brookfield Investment Management from 2012 to 2016, which involved portfolio management for the securitized credit team with an emphasis on CMBS and commercial real estate loans. He was a Partner - Debt Investments at Wesley Capital Management, LLC from 2008 to 2012, which involved portfolio management and trading of debt securities for a long/short real estate securities hedge fund. He was a Vice President at Capital Trust, Inc from 2006 to 2008, which involved portfolio management and trading of CMBS, CDO and REIT bonds. Mr. Williams holds an MBA in Finance from Georgia State University and BA in Finance from University of South Florida. He is also a CFA Charterholder.
Anthony Breaks, CFA – Portfolio Manager
Anthony Breaks is a Fund Manager at Schroders, with a focus on RMBS, ABS and CLOs. He joined Schroders in 2016 and is based in New York. Mr. Breaks was a Managing Director at Brookfield Investment Management from 2005 to 2016, managing structured credit portfolios. He was a Director at Imagine Reinsurance, a subsidiary of Brookfield from 2002 to 2005, focused on structured credit investments and structured reinsurance transactions. Prior to that he was a Director at Liberty Hampshire from 2000 to 2002, involved in analysis and issuance of structured securities, and an Analyst at Merrill Lynch from 1998 to 2000, involved in CLO structuring and securities analysis. Mr. Breaks holds a BSc in Electrical Engineering from Massachusetts Institute of Technology and is a CFA Charterholder.
Management of Other Accounts
Adviser
Mr. Noble manages 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 Mr. Noble as of December 31, 2018 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.
| | | | | | | | | | |
Name of
Portfolio
Manager | | Type of Accounts | | Total # of Accounts Managed as of December 31, 2018 | | Total Assets in USD Millions as of December 31, 2018 | | # of Accounts Managed with Advisory Fee Based on Performance | | Total Assets in
USD Millions with Advisory Fee Based on Performance |
Craig Noble, CFA | | Registered Investment Company | | 3 | | $485.97 | | 0 | | $0 |
| | Other Pooled Investment Vehicles | | 7 | | $730.81 | | 3 | | $123.08 |
| | Other Accounts | | 20 | | $1,615.12 | | 0 | | $0 |
Mr. Antonatos manages 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 Mr. Antonatos as of December 31, 2018 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.
| | | | | | | | | | |
Name of
Portfolio
Manager | | Type of Accounts | | Total # of Accounts Managed as of December 31, 2018 | | Total Assets in USD Millions as of December 31,
2018 | | # of Accounts Managed with Advisory Fee Based on Performance | | Total Assets in
USD Millions with Advisory Fee Based on Performance |
Larry Antonatos | | Registered Investment Company | | 2 | | $122.54 | | 0 | | $0 |
| | Other Pooled Investment Vehicles | | 2 | | $144.23 | | 1 | | $13.32 |
| | Other Accounts | | 3 | | $496.27 | | 0 | | $0 |
Mr. Erikson manages 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 Mr. Erikson as of December 31, 2018 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.
| | | | | | | | | | |
Name of
Portfolio
Manager | | Type of Accounts | | Total # of Accounts Managed as of December 31, 2018 | | Total Assets in USD Millions as of December 31,
2018 | | # of Accounts Managed with Advisory Fee Based on Performance | | Total Assets in
USD Millions with Advisory Fee Based on Performance |
Dana Erikson, CFA | | Registered Investment Company | | 1 | | $8.99 | | 0 | | $0 |
| | Other Pooled Investment Vehicles | | 4 | | $47.12 | | 1 | | $19.54 |
| | Other Accounts | | 5 | | $71.29 | | 0 | | $0 |
Mr. Parker manages 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 Mr. Parker as of December 31, 2018 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.
| | | | | | | | | | |
Name of
Portfolio
Manager | | Type of Accounts | | Total # of Accounts Managed as of December 31, 2018 | | Total Assets in USD Millions as of December 31,
2018 | | # of Accounts Managed with Advisory Fee Based on Performance | | Total Assets in
USD Millions with Advisory Fee Based on Performance |
Dan Parker | | Registered Investment Company | | 1 | | $8.99 | | 0 | | $0 |
| | Other Pooled Investment Vehicles | | 4 | | $47.12 | | 1 | | $19.54 |
| | Other Accounts | | 5 | | $71.29 | | 0 | | $0 |
Sub-Adviser
Ms. Russell-Dowe manages 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 Ms. Russell-Dowe as of December 31, 2018 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.
| | | | | | | | | | |
Name of
Portfolio
Manager | | Type of Accounts | | Total # of Accounts Managed as of December 31, 2018 | | Total Assets in USD Millions as of December 31,
2018 | | # of Accounts Managed with Advisory Fee Based on Performance | | Total Assets in
USD Millions with Advisory Fee Based on Performance |
Michelle Russell-Dowe | | Registered Investment Company | | 5 | | $ 2,270.60 | | 0 | | $ 0 |
| | Other Pooled Investment Vehicles | | 11 | | $ 2,190.86 | | 1 | | $ 35.56 |
| | Other Accounts | | 10 | | $ 2,028.79 | | 1 | | $ 947.05 |
Mr. Williams manages 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 Mr. Williams as of December 31, 2018 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.
| | | | | | | | | | |
Name of
Portfolio
Manager | | Type of Accounts | | Total # of Accounts Managed as of December 31, 2018 | | Total Assets in USD Millions as of December 31,
2018 | | # of Accounts Managed with Advisory Fee Based on Performance | | Total Assets in
USD Millions with Advisory Fee Based on Performance |
Jeffrey Williams, CFA | | Registered Investment Company | | 5 | | $ 2,270.60 | | 0 | | $ 0 |
| | Other Pooled Investment Vehicles | | 11 | | $ 2,190.86 | | 1 | | $ 35.56 |
| | Other Accounts | | 10 | | $ 2,028.79 | | 1 | | $ 947.05 |
Mr. Breaks manages 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 Mr. Breaks as of December 31, 2018 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.
| | | | | | | | | | |
Name of
Portfolio
Manager | | Type of Accounts | | Total # of Accounts Managed as of December 31, 2018 | | Total Assets in USD Millions as of December 31,
2018 | | # of Accounts Managed with Advisory Fee Based on Performance | | Total Assets in
USD Millions with Advisory Fee Based on Performance |
Anthony Breaks, CFA | | Registered Investment Company | | 5 | | $ 2,270.60 | | 0 | | $ 0 |
| | Other Pooled Investment Vehicles | | 11 | | $ 2,190.86 | | 1 | | $ 35.56 |
| | Other Accounts | | 10 | | $ 2,028.79 | | 1 | | $ 947.05 |
Share Ownership
The following table indicates the dollar range of securities of the Registrant owned by the Registrant’s portfolio managers as December 31, 2018.
Adviser
| | |
| | | Dollar Range of Securities Owned |
| |
Craig Noble, CFA | | None |
Larry Antonatos | | None |
Dana Erikson, CFA | | Over $100,000 |
Dan Parker | | None |
|
| Sub-Adviser |
| |
| | | Dollar Range of Securities Owned |
| |
Michelle Russell-Dowe | | $500,001 - $1,000,000 |
Jeffrey Williams, CFA | | $50,001 - $100,000 |
Anthony Breaks, CFA | | None |
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when the Portfolio Managers also haveday-to-day management responsibilities with respect to one or more other accounts. The Fund’s investment adviser, Brookfield Public Securities Group LLC (the “Adviser”), has adopted policies and procedures that are reasonably designed to identify and minimize the effects of these potential conflicts, however, there can be no guarantee that these policies and procedures will be effective in detecting potential conflicts, or in eliminating the effects of any such conflicts. These potential conflicts include:
Allocation of Limited Time and Attention. As indicated in the tables above, the Portfolio Managers manage multiple accounts. As a result, the Portfolio Managers will not be able to devote all of their time to management of the Fund. The Portfolio Managers, therefore, may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he were to devote all of his attention to the management of only the Fund.
Allocation of Limited Investment Opportunities. As indicated above, the Portfolio Managers manage accounts with investment strategies and/or policies that are similar to the Fund. If the Portfolio Managers identify an investment opportunity that may be suitable for multiple accounts, the Fund may not be able to take full advantage of that opportunity because the opportunity may be allocated among these accounts or other accounts managed primarily by other Portfolio Managers of the Adviser and its affiliates. In addition, in the event a Portfolio Manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions.
Pursuit of Differing Strategies. At times, a Portfolio Manager may determine that an investment opportunity may be appropriate for only some of the accounts for which the Portfolio Manager exercises investment responsibility, or may decide that certain of these funds or accounts should take differing positions with respect to a particular security. In these cases, the Portfolio Manager may execute differing or opposite transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one or more other accounts. For example, the sale of a long position or establishment of a short position by an account may impair the price of the same security sold short by (and therefore benefit) the Adviser, its affiliates, or other accounts, and the purchase of a security or covering of a short position in a security by an account may increase the price of the same security held by (and therefore benefit) the Adviser, its affiliates, or other accounts.
Selection of Broker/Dealers. A Portfolio Manager may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Fund or accounts that he supervises. In addition to providing execution of trades, some brokers and dealers provide portfolio managers with brokerage and research services which may result in the payment of higher brokerage fees than might otherwise be available. These services may be more beneficial to certain funds or accounts of the Adviser and its affiliates than to others. Although the payment of brokerage commissions is subject to the requirement that the Adviser determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the Fund, a Portfolio Manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds or other accounts that the Adviser and its affiliates manage. In addition, with respect to certain types of accounts (such as pooled investment vehicles and other accounts managed for organizations and individuals) the Adviser may be limited by the client concerning
the selection of brokers or may be instructed to direct trades to particular brokers. In these cases, the Adviser or its affiliates may place separate,non-simultaneous transactions in the same security for the Fund and another account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.
Variation in Compensation. A conflict of interest may arise where the financial or other benefits available to a Portfolio Manager differ among the accounts that he manages. If the structure of the Adviser’s management fee or the Portfolio Manager’s compensation differs among accounts (such as where certain accounts pay higher management fees or performance-based management fees), the Portfolio Managers may be motivated to favor certain accounts over others. The Portfolio Managers also may be motivated to favor accounts in which they have investment interests, or in which the Adviser or its affiliates have investment interests. Similarly, the desire to maintain assets under management or to enhance a Portfolio Manager’s performance record or to derive other rewards, financial or otherwise, could influence the Portfolio Manager in affording preferential treatment to those accounts that could most significantly benefit the Portfolio Manager. For example, as reflected above, if a Portfolio Manager manages accounts which have performance fee arrangements, certain portions of his/her compensation will depend on the achievement of performance milestones on those accounts. The Portfolio Manager could be incented to afford preferential treatment to those accounts and thereby be subject to a potential conflict of interest.
The Adviser and the Fund have adopted compliance policies and procedures that are reasonably designed to address the various conflicts of interest that may arise for the Adviser and its staff members. However, there is no guarantee that such policies and procedures will be able to detect and prevent every situation in which an actual or potential conflict may arise.
Portfolio Manager Compensation
The Portfolio Managers are compensated 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 when compared to appropriate peer groups of similar size and strategy, as well as the management skills displayed in managing their portfolio teams and the teamwork displayed in working with other members of the firm. 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 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 their firm 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 in a manner that is competitive with other firms within the investment management industry. Salaries, bonuses and stock-based compensation in the industry also are influenced by the operating performance of their respective firms and their parent companies. While the salaries of the 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 firm and measured by individual and team-oriented performance guidelines. Awards under the Long Term Incentive Plan (LTIP) are approved 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 Portfolio Managers and other investment professionals has four primary components:
| | • | | If applicable, long-term compensation consisting of restricted stock or stock options of the Adviser’s ultimate parent company, Brookfield Asset Management Inc.; and |
| | • | | If applicable, long-term compensation consisting generally of restricted share units tied to the performance of funds managed by the Adviser. |
The Portfolio Managers also receive certain retirement, insurance and other benefits that are broadly available to all employees. Compensation of the Portfolio Managers is reviewed on an annual basis by senior management.
Item 9. Purchases of Equity Securities byClosed-End Management Investment Company and Affiliated Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which stockholders may recommend nominees to the Registrant’s Board of Directors that were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of RegulationS-K (17 CFR 229.407) (as required by 22(b)(16)) of Schedule 14A (17 CFR240.14a-101), or this Item 10.
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 FormN-CSR.
(b) As of the date of filing this FormN-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. Disclosure of Securities Lending Activities forClosed-End Management Investment Companies
Not applicable.
Item 13. Exhibits.
(a)(1) None.
(2) A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule30a-2(a) under the Investment Company Act of 1940 is attached as an exhibit to this FormN-CSR.
(3) None.
(b) A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule30a-2(b) under the Investment Company Act of 1940 is attached as an exhibit to this FormN-CSR.
(4) Not applicable.
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.
BROOKFIELD REAL ASSETS INCOME FUND INC.
| | |
By: | | /s/ Brian F. Hurley |
| | Brian F. Hurley |
| | President and Principal Executive Officer |
|
Date: March 4, 2019 |
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.
| | |
By: | | /s/ Brian F. Hurley |
| | Brian F. Hurley |
| | President and Principal Executive Officer |
| | |
|
Date: March 4, 2019 |
| |
By: | | /s/ Angela W. Ghantous |
| | Angela W. Ghantous |
| | Treasurer and Principal Financial Officer |
|
Date: March 4, 2019 |
