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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Brookfield Global Listed Infrastructure Income Fund Inc | NYSE:INF | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 12.81 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22570
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE 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 GLOBAL LISTED INFRASTRUCTURE 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, 2019
Item 1. Reports to Shareholders.
| PORTFOLIO STATISTICS | |
| Annualized distribution rate1 | 7.03% |
| Percentage of leveraged assets | 25.26% |
| Total number of holdings | 39 |
| ASSET ALLOCATION BY GEOGRAPHY | Percent of Total Investments |
| United States | 55.0% |
| Canada | 10.3% |
| France | 8.5% |
| United Kingdom | 8.5% |
| Spain | 5.9% |
| Australia | 3.1% |
| Italy | 2.8% |
| Brazil | 1.4% |
| Mexico | 1.4% |
| Denmark | 1.1% |
| Portugal | 1.1% |
| Luxembourg | 0.9% |
| Total | 100.0% |
| ASSET ALLOCATION BY SECTOR | Percent of Total Investments |
| Toll Roads | 17.5% |
| Electricity Transmission & Distribution | 17.0% |
| Pipeline (MLP) | 15.2% |
| Renewables/Electric Generation | 15.1% |
| Pipelines | 12.1% |
| Communications | 9.2% |
| Water | 4.1% |
| Gas Utilities | 3.3% |
| Midstream | 3.2% |
| Money Market Fund | 2.8% |
| Services | 0.5% |
| Total | 100.0% |
| TOP TEN HOLDINGS | Percent of Total Investments |
| American Tower Corp. | 6.8% |
| Sempra Energy | 6.0% |
| Vinci SA | 5.6% |
| National Grid PLC | 5.6% |
| Enterprise Products Partners LP | 4.8% |
| Energy Transfer LP | 4.7% |
| Inter Pipeline Ltd. | 4.4% |
| Kinder Morgan, Inc. | 4.2% |
| Entergy Corp. | 3.7% |
| Pembina Pipeline Corp. | 3.5% |
| Shares | Value | |||||
| COMMON STOCKS – 129.9% | ||||||
| AUSTRALIA – 4.1% | ||||||
| Toll Roads – 4.1% | ||||||
|
Transurban Group
|
824,272 | $ 8,627,692 | ||||
| Total AUSTRALIA | 8,627,692 | |||||
| BRAZIL – 1.8% | ||||||
| Electricity Transmission & Distribution – 1.8% | ||||||
|
CPFL Energia SA
|
437,451 | 3,878,011 | ||||
| Total BRAZIL | 3,878,011 | |||||
| CANADA – 13.8% | ||||||
| Electricity Transmission & Distribution – 3.3% | ||||||
|
Hydro One Ltd.
(e)
|
356,040 | 6,876,503 | ||||
| Pipelines – 10.5% | ||||||
|
Inter Pipeline Ltd.
(c)
|
706,500 | 12,263,301 | ||||
|
Pembina Pipeline Corp.
(c)
|
266,100 | 9,862,842 | ||||
| Total Pipelines | 22,126,143 | |||||
| Total CANADA | 29,002,646 | |||||
| DENMARK – 1.5% | ||||||
| Renewables/Electric Generation – 1.5% | ||||||
|
Orsted A/S
(e)
|
30,300 | 3,133,769 | ||||
| Total DENMARK | 3,133,769 | |||||
| FRANCE – 11.4% | ||||||
| Communications – 2.1% | ||||||
|
Eutelsat Communications SA
|
267,500 | 4,347,813 | ||||
| Toll Roads – 9.3% | ||||||
|
Getlink SE
|
215,500 | 3,757,233 | ||||
|
Vinci SA
(c)
|
141,700 | 15,781,713 | ||||
| Total Toll Roads | 19,538,946 | |||||
| Total FRANCE | 23,886,759 | |||||
| ITALY – 3.8% | ||||||
| Toll Roads – 3.8% | ||||||
|
Atlantia SpA
(c)
|
336,800 | 7,860,581 | ||||
| Total ITALY | 7,860,581 | |||||
| LUXEMBOURG – 1.2% | ||||||
| Communications – 1.2% | ||||||
|
SES SA
|
172,800 | 2,428,827 | ||||
| Total LUXEMBOURG | 2,428,827 | |||||
| MEXICO – 1.8% | ||||||
| Toll Roads – 1.8% | ||||||
|
Promotora y Operadora de Infraestructura SAB de CV
|
378,594 | 3,874,944 | ||||
| Total MEXICO | 3,874,944 | |||||
| PORTUGAL – 1.5% | ||||||
| Renewables/Electric Generation – 1.5% | ||||||
|
EDP - Energias de Portugal SA
|
707,700 | 3,071,004 | ||||
| Total PORTUGAL | 3,071,004 | |||||
| Shares | Value | |||||
| COMMON STOCKS (continued) | ||||||
| SPAIN – 8.0% | ||||||
| Electricity Transmission & Distribution – 2.0% | ||||||
|
Red Electrica Corporation SA
|
205,300 | $ 4,136,765 | ||||
| Renewables/Electric Generation – 1.6% | ||||||
|
Atlantica Yield PLC
|
126,700 | 3,343,613 | ||||
| Toll Roads – 4.4% | ||||||
|
Ferrovial SA
(c)
|
303,579 | 9,197,619 | ||||
| Total SPAIN | 16,677,997 | |||||
| UNITED KINGDOM – 11.3% | ||||||
| Electricity Transmission & Distribution – 7.5% | ||||||
|
National Grid PLC
(c)
|
1,262,594 | 15,778,955 | ||||
| Water – 3.8% | ||||||
|
Pennon Group PLC
(c)
|
582,700 | 7,903,622 | ||||
| Total UNITED KINGDOM | 23,682,577 | |||||
| UNITED STATES – 69.7% | ||||||
| Communications – 9.1% | ||||||
|
American Tower Corp.
(c)
|
83,000 | 19,075,060 | ||||
| Electricity Transmission & Distribution – 8.0% | ||||||
|
Sempra Energy
(c)
|
111,183 | 16,842,001 | ||||
| Gas Utilities – 4.5% | ||||||
|
Atmos Energy Corp.
|
83,400 | 9,329,124 | ||||
| Midstream – 4.2% | ||||||
|
The Williams Companies, Inc.
(c)
|
374,400 | 8,880,768 | ||||
| Pipeline (MLP) – 20.4% | ||||||
|
CNX Midstream Partners LP
|
113,498 | 1,868,177 | ||||
|
Energy Transfer LP
(c)
|
1,035,352 | 13,283,566 | ||||
|
Enterprise Products Partners LP
(c)
|
473,300 | 13,328,128 | ||||
|
Magellan Midstream Partners LP
|
85,700 | 5,387,959 | ||||
|
Noble Midstream Partners LP (Acquired 11/15/19, Cost $3,636,907)
(f),(n),(p)
|
175,696 | 4,536,471 | ||||
|
Plains All American Pipeline LP
(c)
|
233,400 | 4,292,226 | ||||
| Total Pipeline (MLP) | 42,696,527 | |||||
| Pipelines – 5.6% | ||||||
|
Kinder Morgan, Inc.
(c)
|
552,000 | 11,685,840 | ||||
| Renewables/Electric Generation – 15.6% | ||||||
|
American Electric Power Company, Inc.
(c)
|
76,700 | 7,248,917 | ||||
|
Dominion Energy, Inc.
(c)
|
82,600 | 6,840,932 | ||||
|
Entergy Corp.
(c)
|
86,600 | 10,374,680 | ||||
|
FirstEnergy Corp.
(c)
|
86,700 | 4,213,620 | ||||
|
Pattern Energy Group, Inc.
(c)
|
148,927 | 3,984,542 | ||||
| Total Renewables/Electric Generation | 32,662,691 | |||||
| Services – 0.7% | ||||||
|
Archrock, Inc.
(c)
|
146,160 | 1,467,446 | ||||
| Shares | Value | |||||
| COMMON STOCKS (continued) | ||||||
| Water – 1.6% | ||||||
|
Aqua America, Inc.
|
73,290 | $ 3,440,233 | ||||
| Total UNITED STATES | 146,079,690 | |||||
|
Total COMMON STOCKS
(Cost $227,484,244)
|
272,204,497 | |||||
| SHORT-TERM INVESTMENT – 3.8% | ||||||
| UNITED STATES – 3.8% | ||||||
| Money Market Fund – 3.8% | ||||||
|
First American Treasury Obligations Fund, Class X, 1.53%
(y)
|
7,947,540 | 7,947,540 | ||||
| Total UNITED STATES | 7,947,540 | |||||
|
Total SHORT-TERM INVESTMENT
(Cost $7,947,540)
|
7,947,540 | |||||
| Shares | Value | |||||
| WARRANTS – 0.0% | ||||||
| UNITED STATES – 0.0% | ||||||
| Pipeline (MLP) – 0.0% | ||||||
|
Teekay Offshore Partners LP, Series A (f),(n),(p)
Expiration: June 2023
Exercise Price: $4.55
(Acquired 07/18/16, Cost
$0)
|
276,272 | $ 0 | ||||
|
Teekay Offshore Partners LP, Series B (f),(n),(p)
Expiration: June 2023
Exercise Price: $4.55
(Acquired 07/18/16, Cost
$0)
|
138,136 | 0 | ||||
| Total Pipeline (MLP) | 0 | |||||
| Total UNITED STATES | 0 | |||||
|
Total WARRANTS
(Cost – $0)
|
0 | |||||
|
Total Investments – 133.7%
(Cost $235,431,784)
|
280,152,037 | |||||
|
Liabilities in Excess of Other Assets – (33.7)%
|
(70,544,841) | |||||
|
TOTAL NET ASSETS – 100.0%
|
$209,607,196 | |||||
| LP— Limited Partnership |
| MLP— Master Limited Partnership |
| (c) | — All or a portion of this security is pledged as collateral for credit facility. As of December 31, 2019, the total value of the collateral was $164,457,263. |
| (e) | — 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, 2019, the total value of all such securities was $10,010,272 or 4.8% of net assets. |
| (f) | — Security fair valued in good faith pursuant to the fair value procedures adopted by the Board of Directors. As of December 31, 2019, the total value of all such securities was $4,536,471 or 2.2% of net assets. |
| (n) | — Non-income producing security. |
| (p) | — Restricted security. Purchased in a private placement transaction; resale to the public may require registration. As of December 31, 2019, the total value of all such securities was $4,536,571 or 2.2% of net assets. |
| (y) | — The rate quoted is the annualized seven-day yield as of December 31, 2019. |
| Assets: | |
|
Investments in securities, at value (cost
$235,431,784)
|
$280,152,037 |
|
Dividends and interest
receivable
|
954,860 |
|
Prepaid
expenses
|
2,036 |
|
Total
assets
|
281,108,933 |
| Liabilities: | |
|
Payable for credit facility (Note
6)
|
71,000,000 |
|
Payable for credit facility
interest
|
159,784 |
|
Investment advisory fee
payable
|
232,627 |
|
Administration fee
payable
|
34,894 |
|
Directors' fee
payable
|
9,666 |
|
Accrued
expenses
|
64,766 |
|
Total
liabilities
|
71,501,737 |
|
Commitments and contingencies (Note
9)
|
|
|
Net
Assets
|
$209,607,196 |
| Composition of Net Assets: | |
|
Paid-in
capital
|
176,877,631 |
|
Accumulated distributable
earnings
|
32,729,565 |
|
Net
Assets
|
$209,607,196 |
| Shares Outstanding and Net Asset Value Per Share: | |
|
Shares
outstanding
|
13,483,223 |
|
Net asset value per
share
|
$ 15.55 |
| Investment Income: | |
|
Dividends (net of foreign withholding tax of
$633,727)
|
$ 7,552,378 |
|
Distributions from master limited
partnerships
|
4,595,527 |
|
Total dividends and
distributions
|
12,147,905 |
|
Interest
|
169,036 |
|
Less return of capital on
distributions
|
(4,595,527) |
|
Total investment
income
|
7,721,414 |
| Expenses: | |
|
Investment advisory fees (Note
4)
|
2,683,246 |
|
Administration fees (Note
4)
|
402,486 |
|
Directors'
fees
|
111,518 |
|
Miscellaneous
|
76,303 |
|
Legal
fees
|
75,078 |
|
Audit and tax
services
|
73,484 |
|
Reports to
shareholders
|
53,896 |
|
Custodian
fees
|
37,063 |
|
Transfer agent
fees
|
26,300 |
|
Stock exchange listing
fees
|
25,000 |
|
Fund accounting
fees
|
21,886 |
|
Insurance
|
9,885 |
|
Total expenses before interest
expense
|
3,596,145 |
|
Interest expense on credit facility (Note
6)
|
2,177,124 |
|
Total
expenses
|
5,773,269 |
|
Net investment
income
|
1,948,145 |
| Net realized gain (loss) on: | |
|
Investment
transactions
|
6,185,013 |
|
Foreign currency
transactions
|
(71,356) |
|
Net realized
gain
|
6,113,657 |
| Net change in unrealized appreciation on: | |
|
Investments
|
50,635,468 |
|
Foreign currency
translations
|
9,531 |
|
Net change in unrealized
appreciation
|
50,644,999 |
|
Net realized and unrealized
gain
|
56,758,656 |
|
Net increase in net assets resulting from
operations
|
$58,706,801 |
| For the Year Ended December 31, 2019 | For the Year Ended December 31, 2018 | ||
| Increase (Decrease) in Net Assets Resulting from Operations: | |||
|
Net investment
income
|
$ 1,948,145 | $ 1,602,364 | |
|
Net realized
gain
|
6,113,657 | 8,172,547 | |
|
Net change in unrealized appreciation
(depreciation)
|
50,644,999 | (32,494,461) | |
|
Net increase (decrease) in net assets resulting from
operations
|
58,706,801 | (22,719,550) | |
| Distributions to Shareholders from: | |||
|
Distributable
earnings
|
(365,205) | (2,748,430) | |
|
Return of
capital
|
(12,853,747) | (10,723,017) | |
|
Total
distributions
|
(13,218,952) | (13,471,447) | |
| Capital Share Transactions: | |||
|
Cost of shares repurchased (Note
7)
|
— | (3,712,575) | |
|
Net decrease in net assets from capital share
transactions
|
— | (3,712,575) | |
|
Total increase (decrease) in net
assets
|
45,487,849 | (39,903,572) | |
| Net Assets: | |||
|
Beginning of
year
|
164,119,347 | 204,022,919 | |
|
End of
year
|
$209,607,196 | $164,119,347 | |
| Share Transactions | |||
|
Shares repurchased (Note
7)
|
— | (316,017) |
| Increase (Decrease) in Cash: | |
| Cash flows provided by (used for) operating activities: | |
|
Net increase in net assets resulting from
operations
|
$ 58,706,801 |
| Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: | |
|
Purchases of long-term portfolio
investments
|
(85,828,417) |
|
Proceeds from disposition of long-term portfolio
investments
|
99,258,722 |
|
Net purchases and sales of short-term portfolio
investments
|
(6,818,601) |
|
Return of capital distributions from portfolio
investments
|
4,595,527 |
|
Decrease in dividends and interest
receivable
|
13,490 |
|
Increase in prepaid
expenses
|
(442) |
|
Increase in payable for credit facility
interest
|
129,114 |
|
Increase in investment advisory fee
payable
|
19,492 |
|
Increase in administration fee
payable
|
2,924 |
|
Increase in directors' fee
payable
|
399 |
|
Decrease in accrued
expenses
|
(39,576) |
|
Net change in unrealized appreciation on
investments
|
(50,635,468) |
|
Net realized gain on
investments
|
(6,185,013) |
|
Net cash provided by operating
activities
|
13,218,952 |
| Cash flows used for financing activities: | |
|
Distributions paid to
shareholders
|
(13,218,952) |
|
Net cash used for financing
activities
|
(13,218,952) |
|
Net increase in
cash
|
— |
| Cash at the beginning of year | — |
|
Cash at the end of
year
|
$ — |
| Interest payments on credit facility for the year ended December 31, 2019 totaled $2,048,010. | |
| For the Year Ended December 31, | |||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||
| Per Share Operating Performance: | |||||||||
|
Net asset value, beginning of
year
|
$ 12.17 | $ 14.79 | $ 13.94 | $ 14.20 | $ 22.95 | ||||
|
Net investment
income1
|
0.14 | 0.12 | 0.19 | 0.18 | 0.28 | ||||
|
Net realized and change in unrealized gain
(loss)
|
4.22 | (1.76) | 1.71 | 0.96 | (6.18) | ||||
|
Net increase (decrease) in net asset value resulting from
operations
|
4.36 | (1.64) | 1.90 | 1.14 | (5.90) | ||||
|
Distributions from net investment
income
|
(0.03) | (0.20) | (0.27) | — | (0.22) | ||||
|
Return of capital
distributions
|
(0.95) | (0.78) | (0.78) | (1.40) | (1.18) | ||||
|
Total distributions
paid*
|
(0.98) | (0.98) | (1.05) | (1.40) | (1.40) | ||||
|
Dilution due to rights
offering
|
— | — | — | — | (1.45) 2 | ||||
|
Net asset value, end of
year
|
$ 15.55 | $ 12.17 | $ 14.79 | $ 13.94 | $ 14.20 | ||||
|
Market price, end of
year
|
$ 13.95 | $ 10.13 | $ 12.93 | $ 12.83 | $ 11.75 | ||||
| Total Investment Return based on Net Asset Value# | 36.54% | -11.71% | 13.73% | 8.35% | -33.26% | ||||
| Total Investment Return based on Market Price† | 48.52% | -15.01% | 8.92% | 22.45% | -38.62% | ||||
| Ratios to Average Net Assets/Supplementary Data: | |||||||||
|
Net assets, end of year
(000s)
|
$209,607 | $164,119 | $204,023 | $192,348 | $195,883 | ||||
|
Operating expenses excluding interest
expense
|
1.82% | 1.88% | 1.89% | 1.85% | 1.85% | ||||
|
Interest
expense
|
1.10% | 1.25% | 0.78% | 0.73% | 0.46% | ||||
|
Total
expenses
|
2.92% | 3.13% | 2.67% | 2.58% | 2.31% | ||||
|
Net investment
income
|
0.99% | 0.83% | 1.28% | 1.30% | 1.47% | ||||
|
Portfolio turnover
rate
|
33% | 36% | 70% | 93% | 46% | ||||
|
Credit facility, end of year
(000s)
|
$ 71,000 | $ 71,000 | $ 78,000 | $ 78,000 | $ 82,000 | ||||
|
Asset coverage per $1,000 unit of senior
indebtedness3
|
$ 3,952 | $ 3,312 | $ 3,616 | $ 3,466 | $ 3,389 | ||||
| * | Distributions for annual periods determined in accordance with federal income tax regulations. |
| # | 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 dividends declared in the period 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 dividends declared in the period 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. Total investment return excludes the effect of broker commissions. |
| 1 | Per share amounts presented are based on average shares outstanding throughout the year indicated. |
| 2 | Effective as of the close of business on April 21, 2015, the Fund issued transferrable rights to its stockholders to subscribe for up to 3,454,000 shares of common stock at a rate of one share for every 3 rights held. The subscription price was initially set at 90% of the average closing price for the last 5 trading days of the offering period. However, as the subscription price was less than 78% of the NAV of the Fund's common shares at the close of trading on the NYSE on the expiration date, the subscription price was 78% of the Fund's NAV at the close of trading on that day. The shares were subscribed at a price of $17.20, which was less than the May 22, 2015 NAV of $22.05 thus creating a dilutive effect on the NAV. |
| 3 | 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. |
| 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) |
| Description | Level 1 | Level 2 | Level 3 | Total | |||
| Common Stocks: | |||||||
|
Australia
|
$ — | $ 8,627,692 | $ — | $ 8,627,692 | |||
|
Brazil
|
— | 3,878,011 | — | 3,878,011 | |||
|
Canada
|
29,002,646 | — | — | 29,002,646 | |||
|
Denmark
|
3,133,769 | — | — | 3,133,769 | |||
|
France
|
4,347,813 | 19,538,946 | — | 23,886,759 | |||
|
Italy
|
— | 7,860,581 | — | 7,860,581 | |||
|
Luxembourg
|
— | 2,428,827 | — | 2,428,827 | |||
|
Mexico
|
3,874,944 | — | — | 3,874,944 | |||
|
Portugal
|
— | 3,071,004 | — | 3,071,004 | |||
|
Spain
|
3,343,613 | 13,334,384 | — | 16,677,997 | |||
|
United
Kingdom
|
— | 23,682,577 | — | 23,682,577 | |||
|
United
States
|
141,543,219 | 4,536,471 | — | 146,079,690 | |||
|
Total Common
Stocks
|
185,246,004 | 86,958,493 | — | 272,204,497 | |||
| Money Market Fund: | |||||||
|
United
States
|
7,947,540 | — | — | 7,947,540 | |||
| Warrants: | |||||||
|
United
States
|
— | 0 | — | 0 | |||
|
Total
|
$ 193,193,544 | $ 86,958,493 | $ — | $ 280,152,037 |
| December 31, 2019 | December 31, 2018 | ||
|
Ordinary income (including short-term capital
gains)
|
$ 365,205 | $ 2,748,430 | |
|
Return of
capital
|
12,853,747 | 10,723,017 | |
|
Total
|
$13,218,952 | $13,471,447 |
|
Capital loss
carryforward(1)
|
$ (8,534,881) |
|
Other accumulated
losses
|
(11,943,246) |
|
Total tax basis unrealized appreciation on investments and foreign
currency
|
53,207,692 |
|
Total tax basis accumulated
gains
|
$ 32,729,565 |
| Cost of Investments | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation |
| $226,944,345 | $64,854,734 | $(11,647,042) | $53,207,692 |
| Paid-in capital | Undistributed net investment income | Accumulated net realized gains |
| $(3,618) | $(4,975,239) | $4,978,857 |
| Distribution Per Share | Record Date | Payable Date |
| $0.0817 | January 15, 2020 | January 23, 2020 |
| $0.0817 | February 12, 2020 | February 20, 2020 |
| Name, Address and Year of Birth | Position(s) Held with Funds | 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 2021 Annual Meeting of Shareholders: |
||||||
|
Heather
S. 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 2013 |
Director/Trustee of several investment companies advised by the Adviser (2013-Present); Global Head of Marketing and Business Development of the Adviser (2011-2013); 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 | |||
|
Independent
Directors
Class II Directors to serve until 2022 Annual Meeting of Shareholders: |
||||||
|
Edward
A. Kuczmarski
c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1949 |
Director
and Independent Chairman of the Board, Member of the Audit Committee, Chairman of the Nominating and Compensation Committee
Served Since 2011 |
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 2013 |
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 | |||
|
Independent
Director
Class III 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 2011 |
Director/Trustee of several investment companies advised by the Adviser (2005-Present); Principal of Trimblestone Investment Co. (2019-Present); Director of SP Fiber Technologies, Inc. (2012-2015); Director of Gramercy Property Trust (2012-2018); Director of Turner Corp. (2003-Present); Employee of Arthur Andersen LLP (2002-Present). | 10 | |||
| Name, Address and Year of Birth | Position(s) Held with Funds | Principal Occupation(s) During Past 5 Years and Other Directorships Held by Director | Number of Portfolios in Fund Complex | |||
|
Interested
Director
Class III 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); Chief Executive Officer of the Adviser (2019-Present); President of the Adviser (2016-2019); 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 | |||
| • | 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. |
| • | 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) |
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 Global Listed Infrastructure 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 Form N-CSR. Messrs. McFarland, Kuczmarski and Salvatore are considered “independent” for purposes of Item 3(a)(2) of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
| (a) |
Audit Fees |
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 $44,000 and $42,500 for the fiscal years ended December 31, 2019 and 2018.
| (b) |
Audit-Related Fees |
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).
| (c) |
Tax Fees |
For the fiscal years ended December 31, 2019 and December 31, 2018, Deloitte billed the Registrant aggregate fees of $9,600 and $44,259, respectively. Each bill is for professional services rendered for tax compliance, tax advice, tax planning and tax reclaim services. The nature of the services comprising the Tax Fees was the review of the Registrant’s income tax returns, tax distribution requirements and services associated with the filing of tax reclaims (i.e., collection of supporting documentation, filing of the claims, liaising with the local competent authorities, etc.).
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, 2019 and 2018.
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.
| (d) |
All Other Fees |
For the fiscal years ended December 31, 2019 and 2018, Deloitte billed the Registrant aggregate fees of $0 for all other non-audit services (“Other Fees”). 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 be pre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews and pre-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 also pre-approves non-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 already pre-approved or that will exceed a pre-approved budget must be submitted to the Audit Committee for pre-approval.
(e) (2) None.
(f) Not applicable.
(g) The aggregate fees billed by Deloitte for the fiscal years ended December 31, 2019 and December 31, 2018, for non-audit services rendered to the Fund and Fund Service Providers were $154,600 and $184,259, respectively. For the fiscal years ended December 31, 2019 and December 31, 2018, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $145,000 and $140,000, respectively, in fees billed to the Fund Service Providers for non-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 of non-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 not pre-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 Registrants.
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 for Closed-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 for overseeing 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 a case-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 a case-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 Form N-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 in Form 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 of Closed-End Management Investment Companies.
Leonardo Anguiano – Managing Director and Portfolio Manager
Leonardo Anguiano has 21 years of industry experience and is a Managing Director on the Public Securities Group’s Infrastructure Securities team. In addition to his portfolio manager duties, he is also responsible for covering European securities focusing on the water, transportation and energy infrastructure sectors. His past experience includes both direct and listed infrastructure investing and he has spent the majority of his career in London. Prior to joining the firm in 2015, Leonardo worked for Santander in Madrid where he was in specialty sales covering infrastructure and utilities. Prior to Santander, Leonardo worked at Arcus Infrastructure Partners and Babcock & Brown focusing on direct infrastructure investing. Leonardo started his career at JP Morgan Cazenove on the sell side. He earned a Master of Philosophy degree from Cambridge University and a Bachelor of Science degree from the London School of Economics.
Andrew Alexander – Director, Portfolio Manager
Andrew Alexander has 15 years of industry experience and is a Director on the Public Securities Group’s Infrastructure Securities team. He is responsible for covering Energy Infrastructure as well as infrastructure securities focusing on the Water and Transportation sectors in Europe and Australia/New Zealand. Prior to joining the firm in 2008, Andrew was with SNL Financial where he specialized in the Energy sector, which encompassed power, natural gas and coal, and he launched a full analysis of Master Limited Partnerships. Andrew earned a Masters in Corporate Finance degree from the SDA Bocconi School of Management in Milan, Italy and a Bachelor of Arts degree from the University of Virginia.
Tom Miller, CFA – Director, Portfolio Manager
Tom Miller has 9 years of industry experience and is a Director on the Public Securities Group’s Infrastructure Securities team. Before focusing on his portfolio manager duties, he was responsible for covering North American infrastructure securities focusing on MLPs and the Energy Infrastructure sector. Prior to joining the firm in 2013, he worked at FactSet. Tom holds the Chartered Financial Analyst designation and earned a Bachelor of Science degree from Indiana University.
Management of Other Accounts
Mr. Anguiano 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. Anguiano as of December 31, 2019 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
Mr. Alexander 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. Alexander as of December 31, 2019 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
Mr. Miller 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. Miller as of December 31, 2019 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
Share Ownership
The following table indicates the dollar range of securities of the Registrant owned by the Registrant’s portfolio managers as of December 31, 2019.
| Dollar Range of Securities Owned | ||
| Leonardo Anguiano | None | |
| Andrew Alexander | None | |
| Tom Miller, CFA | None |
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when the Portfolio Managers also have day-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:
| ● |
A base salary; |
| ● |
An annual cash bonus; |
| ● |
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 by Closed-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 Regulation S-K (17 CFR 229.407) (as required by 22(b)(16)) of Schedule 14A (17 CFR 240.14a- 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 Form N-CSR.
(b) As of the date of filing this Form N-CSR, the Registrant’s principal executive officer and principal financial officer are aware of no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected or is reasonably likely to materially affect the Registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-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 Rule 30a-2(a) under the Investment Company Act of 1940 is attached as an exhibit to this Form N-CSR. | |
| (3) | Not applicable. | |
| (b) | A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(b) under the Investment Company Act of 1940 is attached as an exhibit to this Form N-CSR. | |
| (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 GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
| By: |
/s/ Brian F. Hurley |
|
| Brian F. Hurley | ||
| President and Principal Executive Officer |
Date: March 11, 2020
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 11, 2020
| By: |
/s/ Angela W. Ghantous |
|
| Angela W. Ghantous | ||
| Treasurer and Principal Financial Officer | ||
Date: March 11, 2020
1 Year Brookfield Global Listed... Chart |
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