SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
9/18/13
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC, Phillip Goldstein,
Andrew Dakos, Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7. SOLE VOTING POWER
203,166
8. SHARED VOTING POWER
192,928
9. SOLE DISPOSITIVE POWER
203,166
10. SHARED DISPOSITIVE POWER
192,928
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
396,094 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.68%
14. TYPE OF REPORTING PERSON
IA, IN
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of HELIOS STRATEGIC INCOME FUND. ("HSA" or the "Issuer").
The principal executive offices of HSA are located at
BROOKFIELD INVESTMENT MANAGEMENT INC
BROOKFIELD PLACE, 250 VESEY ST,
10TH FL
NEW YORK NY 10281-1023
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors, LLC, (a Delaware
limited liability company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors, LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors, LLC.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons intend to communicate with management to discuss measures
to increase shareholder value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on June 6, 2013, there were 5,930,400 shares
outstanding as of March 31, 2013. The percentage set forth herein was derived
using such number. Phillip Goldstein, Andrew Dakos and Steven Samuels own
Bulldog Investors, LLC, a registered investment adviser. As of 9/27/13, Bulldog
Investors, LLC is deemed to be the beneficial owner of 396,094 shares of
HSA (representing 6.68% of HSA's outstanding shares) solely by virtue of
Bulldog Investors, LLC's power to direct the vote of, and dispose of, these
shares. These 396,094 shares of HSA include 203,166 shares (representing 3.43%
of HSA's outstanding shares) that are beneficially owned by the following
entities over which Messrs. Goldstein, Dakos and Samuels exercise control:
Opportunity Partners LP, Calapasas West Partners, LP,
Opportunity Income Plus, LP, Full Value Special Situations Fund,LP,
Full Value Offshore Fund, Ltd., Full Value Partners, LP, and MCM Opportunity
Partners, LP. (collectively, the Bulldog Investors Funds). The Bulldog Investors
Funds may be deemed to constitute a group. All other shares included in the
aforementioned 396,094 shares of HSA beneficially owned by Bulldog Investors,
LLC (solely by virtue of its power to sell or direct the vote of these shares)
are also beneficially owned by clients of Bulldog Investors, LLC who are not
members of any group. The total number of these "non-group" shares is 192,928
shares (representing 3.25% of HSA's outstanding shares).
(b) Bulldog Investors, LLC has sole power to dispose of and vote 203,166
shares. Bulldog Investors, LLC has shared power to dispose of and vote 192,928
shares. Certain of Bulldog Investors, LLC's clients (none of whom beneficially
own more than 5% of HSA's shares) share this power with Bulldog Investors, LLC.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors, LLC.
c) During the past 60 days the following shares of HSA were purchased:
Date: Shares: Price:
08/13/13 7,282 6.0000
08/14/13 6,803 5.9500
08/15/13 7,500 5.8700
08/16/13 23,970 5.9054
08/19/13 29,429 5.8665
08/20/13 2,500 5.8000
08/21/13 35,200 5.7843
08/22/13 5,700 5.8493
08/23/13 11,575 5.8968
08/26/13 14,200 5.9163
08/27/13 15,457 5.8665
08/28/13 10,500 5.8492
08/29/13 23,715 5.8977
08/30/13 5,822 5.8990
09/03/13 16,000 5.8695
09/04/13 220 5.9000
09/06/13 35,994 5.9396
09/09/13 103 5.9200
09/10/13 21,411 5.9216
09/11/13 6,000 5.9108
09/11/13 4,132 5.9200
09/12/13 6,227 5.9400
09/13/13 800 5.9200
09/17/13 3,185 6.0500
09/18/13 2,842 6.0700
09/19/13 16,333 6.1349
09/20/13 34,000 6.1515
09/20/13 600 6.1600
09/23/13 10,192 6.1575
09/23/13 3,900 6.1700
09/24/13 5,920 6.1738
09/25/13 7,316 6.2343
09/25/13 1,996 6.2190
09/26/13 1,996 6.2190
09/27/13 20,333 6.2900
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 9/30/2013
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Agreement to Make Joint Filing
Agreement made as of the 30TH day of September, 2013, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Helios Strategic Income Fund
(HSA), each of the parties to this Agreement is required to file a
statement containing the information required by Schedule 13D with respect
to the same holdings of HSA;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member