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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brookfield Real Assets Income Fund Inc | NYSE:RA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.0023 | 0.02% | 12.6623 | 12.73 | 12.68 | 12.71 | 208,217 | 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 811-23157
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)
Registrants telephone number, including area code: (855) 777-8001
Date of fiscal year end: December 31
Date of reporting period: December 31, 2020
Item 1. Reports to Shareholders.
PORTFOLIO STATISTICS | |
Annualized distribution rate1 | 13.39% |
Weighted average coupon | 4.38% |
Weighted average life | 5.73 years |
Percentage of leveraged assets | 26.50% |
Total number of holdings | 343 |
ASSET BY COUPON TYPE DISTRIBUTION2 | |
Corporate Credit | |
— Real Estate | 11.8% |
— Infrastructure | 21.7% |
— Natural Resources | 7.3% |
Total Corporate Credit | 40.8% |
Securitized Credit | |
— Residential Mortgage-Backed Securities | 19.8% |
— Commercial Mortgage-Backed Securities | 2.8% |
— Other | 2.7% |
Total Securitized Credit | 25.3% |
Real Asset Equities | |
— Real Estate | 11.2% |
— Infrastructure | 21.1% |
Total Real Asset Equities | 32.3% |
Term Loans | 1.4% |
Short-Term Investment | 0.2% |
Total | 100.0% |
FIXED INCOME ASSETS BY CREDIT RATING3 | |
BBB and Above | 17.4% |
BB | 40.3% |
B | 10.0% |
CCC and Below | 11.8% |
Unrated | 20.5% |
Total | 100.0% |
Principal
Amount (000s) |
Value | |||||
U.S. GOVERNMENT & AGENCY OBLIGATIONS – 0.3% | ||||||
U.S. Government Agency Collateralized Mortgage Obligations – 0.0% | ||||||
Federal National Mortgage Association | ||||||
Series 1997-79, Class PL, 6.85%, 12/18/27
|
$ 60 | $ 68,880 | ||||
Total U.S. Government Agency Collateralized Mortgage Obligations | 68,880 | |||||
U.S. Government Agency Pass-Through Certificates – 0.3% | ||||||
Federal Home Loan Mortgage Corporation | ||||||
Pool C69047, 7.00%, 06/01/32
|
151 | 174,848 | ||||
Pool C56878, 8.00%, 08/01/31
|
39 | 39,455 | ||||
Pool C58516, 8.00%, 09/01/31
|
31 | 31,668 | ||||
Pool C59641, 8.00%, 10/01/31
|
59 | 61,478 | ||||
Pool C55166, 8.50%, 07/01/31
|
80 | 83,663 | ||||
Pool C55167, 8.50%, 07/01/31
|
47 | 47,919 | ||||
Pool C55169, 8.50%, 07/01/31
|
48 | 49,577 | ||||
Pool G01466, 9.50%, 12/01/22
|
0 | 239 | ||||
Federal National Mortgage Association | ||||||
Pool 761836, 6.00%, 06/01/33
|
178 | 199,773 | ||||
Pool 948362, 6.50%, 08/01/37
|
20 | 22,410 | ||||
Pool 645912, 7.00%, 06/01/32
|
161 | 185,015 | ||||
Pool 645913, 7.00%, 06/01/32
|
223 | 258,474 | ||||
Pool 650131, 7.00%, 07/01/32
|
180 | 208,584 | ||||
Pool 827853, 7.50%, 10/01/29
|
17 | 17,225 | ||||
Pool 545990, 7.50%, 04/01/31
|
205 | 232,848 | ||||
Pool 255053, 7.50%, 12/01/33
|
47 | 53,902 | ||||
Pool 735576, 7.50%, 11/01/34
|
190 | 223,450 | ||||
Pool 896391, 7.50%, 06/01/36
|
79 | 82,723 | ||||
Pool 735800, 8.00%, 01/01/35
|
169 | 199,038 | ||||
Pool 636449, 8.50%, 04/01/32
|
193 | 221,277 | ||||
Pool 458132, 8.79%, 03/01/31
|
32 | 32,538 | ||||
Pool 545436, 9.00%, 10/01/31
|
136 | 162,912 | ||||
Total U.S. Government Agency Pass-Through Certificates | 2,589,016 | |||||
Total U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost
$2,391,611)
|
2,657,896 | |||||
SECURITIZED CREDIT – 33.8% | ||||||
Commercial Mortgage-Backed Securities – 3.8% | ||||||
Class B Notes | ||||||
Moreland Avenue, 9.23%, 11/01/22 (Acquired 11/16/15, Cost $215,288)
(f),(p)
|
215 | 217,339 | ||||
Marshalls, 9.50%, 11/01/22 (Acquired 10/28/15, Cost $359,816)
(f),(p)
|
360 | 362,773 | ||||
North River, 9.50%, 11/01/22 (Acquired 10/28/15, Cost $174,830)
(f),(p)
|
175 | 176,238 | ||||
Town and Country, 9.50%, 11/01/22 (Acquired 10/28/15, Cost $477,203)
(f),(p)
|
477 | 487,036 | ||||
St. Louis Holiday Inn, 10.08%, 12/31/21 (Acquired 06/25/15, Cost $1,773,731)
(f),(p)
|
1,774 | 1,716,465 | ||||
Hilton USA Trust | ||||||
Series 2016-HHV, Class E, 4.19%, 11/05/38
(e),(v)
|
20,000 | 19,605,752 | ||||
JP Morgan Chase Commercial Mortgage Securities Trust | ||||||
Series 2008-C2, Class AM, 6.79%, 02/12/51
(v)
|
6,503 | 4,220,967 | ||||
Morgan Stanley Capital I Trust | ||||||
Series 2007-T25, Class AJ, 5.57%, 11/12/49
(v)
|
5,744 | 4,347,718 |
Principal
Amount (000s) |
Value | |||||
SECURITIZED CREDIT (continued) | ||||||
Series 2007-T27, Class AJ, 6.01%, 06/11/42
(v)
|
$ 2,142 | $ 2,144,641 | ||||
Total Commercial Mortgage-Backed Securities | 33,278,929 | |||||
Interest-Only Securities – 0.4% | ||||||
Government National Mortgage Association | ||||||
Series 2010-132, Class IO, 0.41%, 11/16/52
(v)
|
976 | 40,888 | ||||
JP Morgan Mortgage Trust | ||||||
Series 2015-4, Class 2X1, 0.28%, 06/25/45
(e),(v)
|
63,130 | 519,747 | ||||
Series 2014-5, Class AX4, 0.44%, 10/25/29
(e),(v)
|
5,841 | 34,031 | ||||
Vendee Mortgage Trust | ||||||
Series 1997-2, Class IO, 0.00%, 06/15/27
(v)
|
3,858 | 4 | ||||
Voyager CNTYW Delaware Trust | ||||||
Series 2009-1, Class 3QB1, 26.42%, 03/16/30
(e),(v)
|
2,660 | 2,474,140 | ||||
Total Interest-Only Securities | 3,068,810 | |||||
Other – 3.0% | ||||||
GMACM Home Equity Loan Trust | ||||||
Series 2005-HE3, Class A2, 0.65% (1 Month LIBOR USD + 0.50%), 02/25/36
(s),(v)
|
1,084 | 1,054,355 | ||||
Series 2005-HE3, Class A1VN, 0.65% (1 Month LIBOR USD + 0.50%), 02/25/36
(s),(v)
|
971 | 944,204 | ||||
Series 2007-HE2, Class A2, 6.05%, 12/25/37
(v)
|
794 | 824,565 | ||||
Series 2007-HE2, Class A3, 6.19%, 12/25/37
(v)
|
1,530 | 1,593,163 | ||||
Irwin Home Equity Loan Trust | ||||||
Series 2006-1, Class 2A3, 6.27%, 09/25/35
(e),(s),(v)
|
1,103 | 1,145,414 | ||||
Lehman ABS Manufactured Housing Contract Trust | ||||||
Series 2001-B, Class M1, 6.63%, 04/15/40
(v)
|
7,162 | 7,627,842 | ||||
Mid-State Capital Corporation Trust | ||||||
Series 2004-1, Class M1, 6.50%, 08/15/37
|
1,680 | 1,750,912 | ||||
Series 2004-1, Class M2, 8.11%, 08/15/37
|
1,385 | 1,522,598 | ||||
Series 2004-1, Class B, 8.90%, 08/15/37
|
420 | 463,606 | ||||
Mid-State Trust X | ||||||
Series 10, Class B, 7.54%, 02/15/36
|
2,694 | 2,928,125 | ||||
Oakwood Mortgage Investors, Inc. | ||||||
Series 2001-E, Class A4, 6.81%, 12/15/31
|
4,180 | 4,393,437 | ||||
Series 2001-D, Class A4, 6.93%, 09/15/31
(v)
|
630 | 507,943 | ||||
Tricon American Homes | ||||||
Series 2020-SFR1, Class F, 4.88%, 07/17/38
(e)
|
1,539 | 1,648,541 | ||||
Total Other | 26,404,705 | |||||
Residential Mortgage-Backed Securities – 26.6% | ||||||
Alternative Loan Trust | ||||||
Series 2007-OA3, Class 1A1, 0.29% (1 Month LIBOR USD + 0.14%), 04/25/47
(s),(v)
|
9,310 | 8,468,038 | ||||
Series 2007-HY6, Class A1, 0.36% (1 Month LIBOR USD + 0.21%), 08/25/47
(s),(v)
|
2,982 | 2,716,947 | ||||
Series 2007-2CB, Class 2A11, 0.55% (1 Month LIBOR USD + 0.40%), 03/25/37
(v)
|
3,205 | 1,430,958 | ||||
Series 2005-10CB, Class 1A1, 0.65% (1 Month LIBOR USD + 0.50%), 05/25/35
(v)
|
1,977 | 1,543,595 | ||||
Series 2007-16CB, Class 4A5, 0.65% (1 Month LIBOR USD + 0.50%), 08/25/37
(v)
|
5,528 | 4,046,703 | ||||
Series 2005-59, Class 1A1, 0.80% (1 Month LIBOR USD + 0.66%), 11/20/35
(s),(v)
|
5,080 | 4,687,336 | ||||
Series 2006-19CB, Class A9, 0.85% (1 Month LIBOR USD + 0.70%), 08/25/36
(v)
|
2,479 | 1,325,681 | ||||
Series 2005-84, Class 2A1, 3.44%, 02/25/36
(v)
|
16,792 | 15,800,089 | ||||
Series 2007-12T1, Class A22, 5.75%, 06/25/37
|
2,089 | 1,462,895 | ||||
Series 2007-15CB, Class A5, 5.75%, 07/25/37
|
1,071 | 883,563 |
Principal
Amount (000s) |
Value | |||||
SECURITIZED CREDIT (continued) | ||||||
Series 2007-15CB, Class A2, 5.75%, 07/25/37
|
$ 1,163 | $ 959,004 | ||||
Series 2006-29T1, Class 2A5, 6.00%, 10/25/36
(s),(v)
|
1,511 | 1,221,443 | ||||
Series 2006-41CB, Class 1A7, 6.00%, 01/25/37
|
1,342 | 1,071,287 | ||||
Series 2006-45T1, Class 2A5, 6.00%, 02/25/37
|
2,424 | 1,777,899 | ||||
Series 2006-29T1, Class 2A6, 6.50%, 10/25/36
|
2,371 | 2,000,435 | ||||
Series 2006-23CB, Class 2A7, 27.81% (1 Month LIBOR USD + 28.40%), 08/25/36
(i),(v)
|
1,350 | 1,991,545 | ||||
Series 2006-29T1, Class 3A3, 76.90% (1 Month LIBOR USD + 78.40%), 10/25/36
(i),(v)
|
670 | 2,341,151 | ||||
BCAP LLC Trust | ||||||
Series 2010-RR5, Class 5A10, 0.81% (1 Month LIBOR USD + 0.33%), 11/26/35
(e),(v)
|
4,029 | 3,767,254 | ||||
Series 2012-RR4, Class 5A6, 3.53%, 05/26/36
(e),(v)
|
7,270 | 6,817,866 | ||||
Bellemeade Re Ltd. | ||||||
Series 2018-3A, Class M2, 2.90% (1 Month LIBOR USD + 2.75%), 10/25/28
(e),(u),(v)
|
1,202 | 1,200,077 | ||||
Series 2018-1A, Class M2, 3.05% (1 Month LIBOR USD + 2.90%), 04/25/28
(e),(u),(v)
|
5,948 | 5,951,601 | ||||
Chase Mortgage Finance Trust | ||||||
Series 2005-A2, Class 3A2, 3.18%, 01/25/36
(v)
|
1,301 | 1,169,331 | ||||
Series 2007-A1, Class 11M1, 3.65%, 03/25/37
(v)
|
3,030 | 2,983,755 | ||||
CHL Mortgage Pass-Through Trust | ||||||
Series 2006-20, Class 1A18, 0.80% (1 Month LIBOR USD + 0.65%), 02/25/37
(v)
|
4,784 | 2,106,393 | ||||
Series 2007-5, Class A29, 5.50%, 05/25/37
|
226 | 169,802 | ||||
Series 2004-21, Class A10, 6.00%, 11/25/34
|
73 | 76,139 | ||||
Series 2007-18, Class 1A1, 6.00%, 11/25/37
|
328 | 260,046 | ||||
Citicorp Mortgage Securities Trust | ||||||
Series 2006-5, Class 1A11, 1.05% (1 Month LIBOR USD + 0.90%), 10/25/36
(v)
|
565 | 473,406 | ||||
Citigroup Mortgage Loan Trust | ||||||
Series 2007-AR5, Class 1A2A, 3.55%, 04/25/37
(v)
|
819 | 780,892 | ||||
Series 2009-6, Class 19A2, 6.00%, 03/25/36
(e),(v)
|
2,654 | 2,688,112 | ||||
Series 2009-8, Class 2A2, 6.10%, 04/25/37
(e),(v)
|
5,921 | 4,474,376 | ||||
Countrywide Asset-Backed Certificates | ||||||
Series 2006-13, Class 1AF4, 4.22%, 01/25/37
(v)
|
3,357 | 3,390,660 | ||||
Eagle RE Ltd. | ||||||
Series 2018-1, Class M2, 3.15% (1 Month LIBOR USD + 3.00%), 11/25/28
(e),(u),(s),(v)
|
3,000 | 3,010,578 | ||||
First Horizon Alternative Mortgage Securities Trust | ||||||
Series 2005-FA8, Class 1A6, 0.80% (1 Month LIBOR USD + 0.65%), 11/25/35
(v)
|
1,699 | 786,035 | ||||
GSAMP Trust | ||||||
Series 2006-NC2, Class A2C, 0.30% (1 Month LIBOR USD + 0.15%), 06/25/36
(s),(v)
|
590 | 413,286 | ||||
GSR Mortgage Loan Trust | ||||||
Series 2007-1F, Class 4A1, 0.45% (1 Month LIBOR USD + 0.30%), 01/25/37
(v)
|
7,012 | 1,791,093 | ||||
Home Equity Asset Trust | ||||||
Series 2006-7, Class 2A3, 0.30% (1 Month LIBOR USD + 0.15%), 01/25/37
(s),(v)
|
6,371 | 5,684,401 | ||||
Home Re Ltd. | ||||||
Series 2018-1, Class M2, 3.15% (1 Month LIBOR USD + 3.00%), 10/25/28
(e),(u)
|
1,579 | 1,584,186 | ||||
IndyMac INDA Mortgage Loan Trust | ||||||
Series 2007-AR1, Class 1A1, 3.57%, 03/25/37
(v)
|
1,056 | 1,009,388 | ||||
Series 2007-AR3, Class 1A1, 3.58%, 07/25/37
(v)
|
2,216 | 2,030,155 | ||||
JP Morgan Mortgage Trust | ||||||
Series 2003-A2, Class B4, 2.36%, 11/25/33
(v)
|
73 | 1 | ||||
Series 2003-A1, Class B4, 2.45%, 10/25/33
(v)
|
104 | 97,918 | ||||
Series 2007-A2, Class 3A2, 3.29%, 04/25/37
(v)
|
6,926 | 5,868,264 |
Principal
Amount (000s) |
Value | |||||
SECURITIZED CREDIT (continued) | ||||||
MASTR Asset Backed Securities Trust | ||||||
Series 2006-NC3, Class A3, 0.25% (1 Month LIBOR USD + 0.10%), 10/25/36
(s),(v)
|
$ 3,297 | $ 2,139,289 | ||||
Series 2006-NC3, Class A4, 0.31% (1 Month LIBOR USD + 0.16%), 10/25/36
(s),(v)
|
5,562 | 3,657,694 | ||||
Series 2006-NC2, Class A4, 0.45% (1 Month LIBOR USD + 0.30%), 08/25/36
(s),(v)
|
8,985 | 4,803,646 | ||||
Series 2006-NC2, Class A5, 0.63% (1 Month LIBOR USD + 0.48%), 08/25/36
(s),(v)
|
444 | 243,534 | ||||
Nomura Resecuritization Trust | ||||||
Series 2014-1R, Class 2A11, 0.41% (1 Month LIBOR USD + 0.13%), 02/26/37
(e),(v)
|
30,116 | 25,352,845 | ||||
Series 2015-11R, Class 4A5, 2.00%, 06/26/37
(e),(v)
|
2,881 | 2,199,804 | ||||
Series 2015-1R, Class 3A7, 2.92%, 03/26/37
(e),(v)
|
5,641 | 4,484,647 | ||||
Series 2014-2R, Class 1A7, 3.07%, 01/26/36
(e),(v)
|
3,038 | 3,087,015 | ||||
Series 2015-1R, Class 4A7, 3.15%, 12/27/37
(e),(v)
|
2,306 | 2,192,890 | ||||
Series 2015-6R, Class 2A4, 6.00%, 01/26/37
(e),(v)
|
13,597 | 10,343,366 | ||||
Oaktown Re Ltd. | ||||||
Series 2018-1A, Class M2, 3.00% (1 Month LIBOR USD + 2.85%), 07/25/28
(e),(u)
|
5,156 | 5,106,639 | ||||
Series 2020-1A, Class M2, 7.15% (1 Month LIBOR USD + 7.00%), 07/25/30
(e),(u)
|
2,800 | 2,884,686 | ||||
Option One Mortgage Loan Trust | ||||||
Series 2007-FXD1, Class 3A6, 5.66%, 01/25/37
(s),(v)
|
373 | 374,185 | ||||
PRPM LLC | ||||||
Series 2020-6, Class A1, 2.36%, 11/25/25
(e),(s)
|
1,017 | 1,017,295 | ||||
Series 2020-3, Class A1, 2.86%, 09/25/25
(e),(s)
|
3,512 | 3,540,233 | ||||
Series 2020-5, Class A1, 3.10%, 10/25/25
(e),(s)
|
2,114 | 2,126,827 | ||||
Series 2019-3A, Class A1, 3.35%, 07/25/24
(e),(s)
|
2,507 | 2,511,772 | ||||
Series 2019-4A, Class A1, 3.35%, 11/25/24
(e),(s)
|
2,213 | 2,220,992 | ||||
Series 2020-2, Class A1, 3.67%, 08/25/25
(e),(s)
|
1,974 | 1,993,001 | ||||
RALI Trust | ||||||
Series 2007-QO3, Class A1, 0.31% (1 Month LIBOR USD + 0.16%), 03/25/47
(s),(v)
|
1,764 | 1,651,798 | ||||
Series 2006-QO7, Class 2A1, 1.46% (12 Month U.S. Treasury Average + 0.85%), 09/25/46
(v)
|
7,890 | 7,386,758 | ||||
Series 2006-QS14, Class A30, 79.33% (1 Month LIBOR USD + 81.25%), 11/25/36
(i),(v)
|
74 | 241,676 | ||||
Residential Asset Securitization Trust | ||||||
Series 2005-A13, Class 1A1, 0.85% (1 Month LIBOR USD + 0.70%), 10/25/35
(v)
|
3,573 | 2,562,457 | ||||
RFMSI Trust | ||||||
Series 2007-S3, Class 1A5, 5.50%, 03/25/37
|
1,699 | 1,483,003 | ||||
Securitized Asset Backed Receivables LLC Trust | ||||||
Series 2007-NC1, Class A2B, 0.30% (1 Month LIBOR USD + 0.15%), 12/25/36
(s),(v)
|
4,184 | 2,853,345 | ||||
Series 2006-NC3, Class A2B, 0.45% (1 Month LIBOR USD + 0.30%), 09/25/36
(s),(v)
|
6,218 | 3,039,795 | ||||
Thornburg Mortgage Securities Trust | ||||||
Series 2005-1, Class A2, 3.22%, 04/25/45
(v)
|
2,888 | 2,907,651 | ||||
Washington Mutual Mortgage Pass-Through Certificates Trust | ||||||
Series 2007-HY5, Class 1A1, 3.26%, 05/25/37
(v)
|
2,525 | 2,412,449 | ||||
Series 2007-HY3, Class 4A1, 3.41%, 03/25/36
(v)
|
9,220 | 9,215,544 | ||||
Series 2007-HY5, Class 3A1, 3.52%, 05/25/37
(v)
|
1,137 | 1,096,466 | ||||
Wells Fargo Mortgage Backed Securities Trust | ||||||
Series 2006-AR12, Class 2A1, 3.17%, 09/25/36
(v)
|
1,731 | 1,668,197 | ||||
Series 2006-AR5, Class 1A1, 3.94%, 04/25/36
(v)
|
2,698 | 2,650,017 |
Principal
Amount (000s) |
Value | |||||
SECURITIZED CREDIT (continued) | ||||||
Series 2006-AR1, Class 2A5, 4.05%, 03/25/36
(v)
|
$ 2,316 | $ 2,273,608 | ||||
Total Residential Mortgage-Backed Securities | 234,036,708 | |||||
Total SECURITIZED CREDIT
(Cost
$316,020,312)
|
296,789,152 | |||||
CORPORATE CREDIT – 54.8% | ||||||
Automotive – 0.0% | ||||||
Motors Liquidation Co., 0.00%, 07/15/33
(f)
|
8,250 | 825 | ||||
Basic Industrial – 1.6% | ||||||
Cascades, Inc., 5.38%, 01/15/28
(e),(c),(u)
|
4,400 | 4,676,375 | ||||
Hexion, Inc., 7.88%, 07/15/27
(e),(r)
|
2,475 | 2,648,250 | ||||
INEOS Group Holdings SA, 5.63%, 08/01/24
(e),(r),(u)
|
6,450 | 6,538,687 | ||||
Total Basic Industrial | 13,863,312 | |||||
Construction & Building Materials – 6.0% | ||||||
Ashton Woods USA LLC, 6.63%, 01/15/28
(e)
|
2,920 | 3,073,300 | ||||
Beazer Homes USA, Inc., 5.88%, 10/15/27
|
1,265 | 1,331,413 | ||||
Forestar Group, Inc., 5.00%, 03/01/28
(e)
|
2,415 | 2,493,487 | ||||
Lennar Corp., 4.75%, 11/29/27
(c),(r)
|
6,175 | 7,297,615 | ||||
M/I Homes, Inc., 4.95%, 02/01/28
(c)
|
7,025 | 7,436,314 | ||||
Meritage Homes Corp., 5.13%, 06/06/27
(c)
|
6,500 | 7,263,750 | ||||
PulteGroup, Inc., 5.00%, 01/15/27
(c)
|
6,225 | 7,345,500 | ||||
Taylor Morrison Communities, Inc., 5.13%, 08/01/30
(e)
|
2,850 | 3,192,000 | ||||
Taylor Morrison Communities, Inc., 5.88%, 06/15/27
(e),(c)
|
4,625 | 5,241,605 | ||||
Toll Brothers Finance Corp., 4.35%, 02/15/28
(c)
|
7,375 | 8,186,250 | ||||
Total Construction & Building Materials | 52,861,234 | |||||
Diversified – 1.2% | ||||||
Five Point Operating Company LP, 7.88%, 11/15/25
(e),(c)
|
4,750 | 5,028,113 | ||||
The Howard Hughes Corp., 5.38%, 08/01/28
(e)
|
4,725 | 5,081,737 | ||||
Total Diversified | 10,109,850 | |||||
Energy – 4.9% | ||||||
Apache Corp., 4.25%, 01/15/30
(r)
|
1,430 | 1,501,500 | ||||
Ascent Resources Utica Holdings LLC, 8.25%, 12/31/28
(e)
|
387 | 386,033 | ||||
Cenovus Energy, Inc., 4.25%, 04/15/27
(u)
|
750 | 819,017 | ||||
Comstock Resources, Inc., 7.50%, 05/15/25
(e)
|
1,200 | 1,229,508 | ||||
Comstock Resources, Inc., 9.75%, 08/15/26
|
100 | 107,750 | ||||
Continental Resources, Inc., 5.75%, 01/15/31
(e)
|
2,494 | 2,768,290 | ||||
Devon Energy Corp., 7.95%, 04/15/32
(c)
|
1,850 | 2,593,145 | ||||
Endeavor Energy Resources LP, 6.63%, 07/15/25
(e)
|
1,265 | 1,353,550 | ||||
EQT Corp., 8.75%, 02/01/30
|
2,981 | 3,651,725 | ||||
Indigo Natural Resources LLC, 6.88%, 02/15/26
(e)
|
677 | 692,452 | ||||
Laredo Petroleum, Inc., 10.13%, 01/15/28
|
813 | 691,050 | ||||
MEG Energy Corp., 6.50%, 01/15/25
(e),(u)
|
1,450 | 1,493,572 | ||||
Moss Creek Resources Holdings, Inc., 10.50%, 05/15/27
(e)
|
1,640 | 1,312,000 | ||||
Occidental Petroleum Corp., 3.50%, 08/15/29
(r)
|
11,300 | 10,341,421 | ||||
Occidental Petroleum Corp., 8.88%, 07/15/30
(r)
|
4,395 | 5,158,631 | ||||
Ovintiv Exploration, Inc., 5.75%, 01/30/22
|
4,855 | 5,042,654 | ||||
Southwestern Energy Co., 6.45%, 01/23/25
|
2,625 | 2,730,000 |
Principal
Amount (000s) |
Value | |||||
CORPORATE CREDIT (continued) | ||||||
WPX Energy, Inc., 4.50%, 01/15/30
(r)
|
$ 1,500 | $ 1,590,000 | ||||
Total Energy | 43,462,298 | |||||
Financial Services – 0.8% | ||||||
Ambac LSNI LLC, 6.00% (3 Month LIBOR USD + 5.00%), 02/12/23
(e),(u),(v)
|
7,412 | 7,365,899 | ||||
Health Facilities – 1.7% | ||||||
HCA, Inc., 5.25%, 06/15/26
|
6,075 | 7,189,772 | ||||
Tenet Healthcare Corp., 4.88%, 01/01/26
(e),(c),(r)
|
6,975 | 7,296,617 | ||||
Total Health Facilities | 14,486,389 | |||||
Infrastructure Services – 1.7% | ||||||
Ashtead Capital, Inc., 4.25%, 11/01/29
(e),(c),(u)
|
4,600 | 5,036,264 | ||||
Terex Corp., 5.63%, 02/01/25
(e),(r)
|
5,125 | 5,279,391 | ||||
United Rentals North America, Inc., 5.50%, 05/15/27
(r)
|
4,450 | 4,761,500 | ||||
Total Infrastructure Services | 15,077,155 | |||||
Leisure – 3.0% | ||||||
Boyd Gaming Corp., 6.38%, 04/01/26
(c)
|
4,600 | 4,778,526 | ||||
Cedar Fair LP, 5.25%, 07/15/29
(r)
|
4,415 | 4,545,463 | ||||
GLP Capital LP, 5.38%, 04/15/26
(c)
|
4,125 | 4,734,139 | ||||
MGM Growth Properties Operating Partnership LP, 4.50%, 01/15/28
(c)
|
4,800 | 5,106,624 | ||||
VICI Properties LP, 4.63%, 12/01/29
(e),(c)
|
6,950 | 7,436,500 | ||||
Total Leisure | 26,601,252 | |||||
Media – 4.1% | ||||||
Cable One, Inc., 4.00%, 11/15/30
(e)
|
6,275 | 6,518,156 | ||||
CCO Holdings LLC, 4.75%, 03/01/30
(e),(c)
|
14,100 | 15,213,900 | ||||
CSC Holdings LLC, 5.50%, 04/15/27
(e),(c)
|
9,800 | 10,388,000 | ||||
Radiate Holdco LLC, 4.50%, 09/15/26
(e),(r)
|
3,865 | 3,985,781 | ||||
Total Media | 36,105,837 | |||||
Metals & Mining – 3.4% | ||||||
Alcoa Nederland Holding BV, 7.00%, 09/30/26
(e),(c)
|
9,225 | 9,824,625 | ||||
ArcelorMittal SA, 7.00%, 03/01/41
(c),(u)
|
3,475 | 4,788,823 | ||||
Cleveland-Cliffs, Inc., 6.75%, 03/15/26
(e)
|
2,000 | 2,160,000 | ||||
Freeport-McMoRan, Inc., 4.38%, 08/01/28
|
4,500 | 4,781,250 | ||||
Industrias Penoles SAB de CV, 4.15%, 09/12/29
(e),(u)
|
500 | 562,500 | ||||
Kinross Gold Corp., 4.50%, 07/15/27
(u)
|
6,500 | 7,517,494 | ||||
Total Metals & Mining | 29,634,692 | |||||
Oil Gas Transportation & Distribution – 11.9% | ||||||
Antero Midstream Partners LP, 5.38%, 09/15/24
(c)
|
5,825 | 5,679,375 | ||||
Boardwalk Pipelines LP, 3.40%, 02/15/31
(r)
|
5,600 | 5,843,219 | ||||
Buckeye Partners LP, 4.13%, 12/01/27
(c)
|
2,750 | 2,805,000 | ||||
Buckeye Partners LP, 6.38%, 01/22/78
(v)
|
1,345 | 1,008,750 | ||||
Cheniere Energy, Inc., 4.63%, 10/15/28
(e)
|
2,351 | 2,468,550 | ||||
Crestwood Midstream Partners LP, 6.25%, 04/01/23
(c)
|
2,500 | 2,506,250 | ||||
DCP Midstream LP, 7.38%, 06/15/23
|
450 | 373,500 | ||||
Enable Midstream Partners LP, 4.15%, 09/15/29
(c),(r)
|
5,278 | 5,236,893 | ||||
Energy Transfer Operating LP, 3.23%, 11/01/66
|
6,225 | 4,341,938 | ||||
Energy Transfer Operating LP, 6.75%, 05/15/70
|
5,349 | 4,880,962 |
Principal
Amount (000s) |
Value | |||||
CORPORATE CREDIT (continued) | ||||||
Energy Transfer Operating LP, 7.13%, 11/15/65
|
$ 3,437 | $ 3,265,150 | ||||
EnLink Midstream LLC, 5.38%, 06/01/29
(c)
|
4,555 | 4,429,738 | ||||
EnLink Midstream Partners LP, 5.45%, 06/01/47
|
4,690 | 3,776,716 | ||||
EQM Midstream Partners LP, 4.00%, 08/01/24
|
1,442 | 1,485,577 | ||||
Genesis Energy LP, 6.50%, 10/01/25
(c)
|
5,325 | 5,178,562 | ||||
Genesis Energy LP, 8.00%, 01/15/27
|
674 | 667,395 | ||||
Global Partners LP, 7.00%, 08/01/27
(c)
|
2,750 | 2,942,500 | ||||
Holly Energy Partners LP, 5.00%, 02/01/28
(e),(c)
|
6,252 | 6,298,890 | ||||
NuStar Logistics LP, 5.75%, 10/01/25
|
2,052 | 2,185,380 | ||||
ONEOK, Inc., 3.10%, 03/15/30
(r)
|
5,006 | 5,332,829 | ||||
Parkland Corp., 6.00%, 04/01/26
(e),(c),(u)
|
3,842 | 4,034,100 | ||||
Plains All American Pipeline LP, 6.13%, 05/15/23
|
6,550 | 5,321,875 | ||||
Tallgrass Energy Partners LP, 6.00%, 12/31/30
(e)
|
3,842 | 3,953,610 | ||||
Targa Pipeline Partners LP, 5.88%, 08/01/23
(c)
|
5,725 | 5,725,000 | ||||
Targa Resources Partners LP, 5.38%, 02/01/27
(c)
|
2,300 | 2,415,851 | ||||
TransCanada PipeLines Ltd, 2.43%, 05/15/67
(u)
|
4,965 | 3,883,335 | ||||
Western Midstream Operating LP, 4.10%, 02/01/25
|
4,900 | 5,049,793 | ||||
Western Midstream Operating LP, 5.05%, 02/01/30
(r)
|
2,850 | 3,191,459 | ||||
Total Oil Gas Transportation & Distribution | 104,282,197 | |||||
Real Estate – 3.2% | ||||||
American Homes 4 Rent LP, 4.25%, 02/15/28
(r)
|
7,375 | 8,479,940 | ||||
iStar, Inc., 5.50%, 02/15/26
|
6,875 | 7,012,500 | ||||
Lexington Realty Trust, 2.70%, 09/15/30
|
3,514 | 3,658,002 | ||||
Starwood Property Trust, Inc., 4.75%, 03/15/25
(c),(r)
|
8,700 | 8,917,500 | ||||
Total Real Estate | 28,067,942 | |||||
Telecommunication Services – 5.4% | ||||||
American Tower Corp., 3.60%, 01/15/28
|
4,334 | 4,922,825 | ||||
Cablevision Lightpath LLC, 5.63%, 09/15/28
(e)
|
5,025 | 5,257,406 | ||||
Crown Castle International Corp., 3.80%, 02/15/28
(c)
|
4,480 | 5,163,320 | ||||
Level 3 Financing, Inc., 4.63%, 09/15/27
(e),(c),(r)
|
9,500 | 9,922,132 | ||||
SBA Communications Corp., 3.88%, 02/15/27
(e),(r)
|
4,875 | 5,120,213 | ||||
T-Mobile USA, Inc., 4.75%, 02/01/28
(c)
|
14,110 | 15,166,698 | ||||
Zayo Group Holdings, Inc., 4.00%, 03/01/27
(e)
|
2,300 | 2,305,750 | ||||
Total Telecommunication Services | 47,858,344 | |||||
Utility – 5.9% | ||||||
CMS Energy Corp, 4.75%, 06/01/50
(r)
|
825 | 929,397 | ||||
Dominion Energy, Inc., 4.65%, 06/15/25
|
875 | 922,720 | ||||
Duke Energy Corp., 4.88%, 03/16/25
|
850 | 920,406 | ||||
Emera, Inc., 6.75%, 06/15/76
(c),(u)
|
10,425 | 12,184,219 | ||||
FirstEnergy Corp., 2.25%, 09/01/30
|
9,500 | 9,189,377 | ||||
NextEra Energy Capital Holdings, Inc., 2.34%, 06/15/67
|
5,900 | 5,150,998 | ||||
NRG Energy, Inc., 3.63%, 02/15/31
(e)
|
5,093 | 5,239,678 | ||||
NRG Energy, Inc., 6.63%, 01/15/27
|
3,335 | 3,521,893 | ||||
Pacific Gas and Electric Co., 2.50%, 02/01/31
(r)
|
5,000 | 5,018,257 | ||||
Pattern Energy Operations LP, 4.50%, 08/15/28
(e)
|
3,500 | 3,692,500 | ||||
Sempra Energy, 4.88%, 04/15/26
|
875 | 935,156 | ||||
Talen Energy Supply LLC, 6.63%, 01/15/28
(e)
|
1,325 | 1,384,625 |
Principal
Amount (000s) |
Value | |||||
CORPORATE CREDIT (continued) | ||||||
The AES Corp., 2.45%, 01/15/31
(e)
|
$ 2,350 | $ 2,381,697 | ||||
Total Utility | 51,470,923 | |||||
Total CORPORATE CREDIT
(Cost
$447,820,813)
|
481,248,149 | |||||
TERM LOANS – 1.8% | ||||||
Buckeye Partners LP, 2.89% (1 Month LIBOR USD + 2.75%), 11/01/26
(Acquired 10/16/19, Cost $1,975,075) (p),(t),(v)
|
1,985 | 1,980,970 | ||||
Crestwood Holdings LLC, 7.73% (3 Month LIBOR USD + 7.50%), 03/05/23
(Acquired 02/20/18-03/20/18, Cost $3,514,451) (p),(t),(v)
|
3,556 | 2,666,674 | ||||
Frontier Communications Corp., 5.75% (1 Month LIBOR USD + 4.75%), 10/01/27
(Acquired 11/20/20, Cost $5,006,067) (p),(t),(v)
|
5,000 | 5,015,650 | ||||
MTN Infrastructure TopCo, Inc., 4.00% (3 Month LIBOR USD + 3.00%), 10/28/24
(Acquired 07/08/20, Cost $1,935,712) (p),(t),(v)
|
1,990 | 1,982,806 | ||||
Vistra Energy Corp., 0.00%, 10/31/25
(Acquired 10/17/16, Cost $0) (p),(t),(v)
|
26 | 258 | ||||
Zayo Group Holdings, Inc. 3.15% (1 Month LIBOR USD + 3.00%), 03/09/27
(Acquired 02/21/20-02/24/20, Cost $4,450,197) (p),(t),(v)
|
4,454 | 4,420,543 | ||||
Total TERM LOANS
(Cost
$16,881,519)
|
16,066,901 |
Shares | Value | |||||
PREFERRED STOCKS – 0.3% | ||||||
Oil Gas Transportation & Distribution – 0.1% | ||||||
NuStar Energy LP, Series B, 7.63% (v)
|
18,200 | $ 327,236 | ||||
Pipelines – 0.1% | ||||||
Enbridge, Inc., Series B, 6.38% (u),(v)
|
35,600 | 957,640 | ||||
Telecommunication Services – 0.1% | ||||||
AT&T, Inc., Series C, 4.75%
|
34,500 | 923,220 | ||||
Total PREFERRED STOCKS
(Cost
$2,095,138)
|
2,208,096 | |||||
COMMON STOCKS – 43.5% | ||||||
Airports – 2.8% | ||||||
Flughafen Zurich AG (c),(u),(n)
|
44,900 | 7,922,222 | ||||
Fraport AG Frankfurt Airport Services Worldwide (u)
|
47,400 | 2,859,771 | ||||
Grupo Aeroportuario del Pacifico SAB de CV (u),(n)
|
635,926 | 7,094,428 | ||||
Sydney Airport (u),(n)
|
1,336,873 | 6,617,289 | ||||
Total Airports | 24,493,710 | |||||
Communications – 2.9% | ||||||
American Tower Corp. (c)
|
58,939 | 13,229,448 | ||||
Cellnex Telecom SA (e),(u)
|
66,672 | 4,003,827 | ||||
China Tower Corporation Ltd. (e),(u)
|
17,476,200 | 2,571,472 | ||||
Infrastrutture Wireless Italiane SpA (e),(u)
|
238,869 | 2,895,667 | ||||
SBA Communications Corp. (c)
|
10,700 | 3,018,791 | ||||
Total Communications | 25,719,205 | |||||
Datacenters – 0.3% | ||||||
CyrusOne, Inc. (c)
|
34,380 | 2,514,897 |
Shares | Value | |||||
COMMON STOCKS (continued) | ||||||
Diversified – 1.4% | ||||||
City Developments Ltd. (u)
|
374,081 | $ 2,255,017 | ||||
CK Asset Holdings Ltd. (u)
|
267,093 | 1,366,688 | ||||
Hufvudstaden AB (u)
|
128,178 | 2,120,406 | ||||
Merlin Properties Socimi SA (u)
|
215,700 | 2,056,716 | ||||
Sun Hung Kai Properties Ltd. (u)
|
172,512 | 2,206,253 | ||||
Swire Properties Ltd. (u)
|
756,940 | 2,200,751 | ||||
Total Diversified | 12,205,831 | |||||
Electricity Transmission & Distribution – 3.3% | ||||||
National Grid PLC (c),(u)
|
898,885 | 10,622,529 | ||||
PG&E Corp. (c),(n)
|
815,224 | 10,157,691 | ||||
Sempra Energy (c)
|
60,483 | 7,706,139 | ||||
Total Electricity Transmission & Distribution | 28,486,359 | |||||
Gas Utilities – 1.0% | ||||||
China Gas Holdings Ltd. (u)
|
743,660 | 2,946,903 | ||||
NiSource, Inc. (c)
|
268,300 | 6,154,802 | ||||
Total Gas Utilities | 9,101,705 | |||||
Healthcare – 0.9% | ||||||
Ventas, Inc. (c)
|
65,006 | 3,187,894 | ||||
Welltower, Inc. (c)
|
77,535 | 5,010,312 | ||||
Total Healthcare | 8,198,206 | |||||
Hotel – 1.1% | ||||||
Host Hotels & Resorts, Inc. (c)
|
246,206 | 3,601,994 | ||||
Invincible Investment Corp. (u)
|
2,956 | 951,631 | ||||
Japan Hotel REIT Investment Corp. (u)
|
4,461 | 2,293,980 | ||||
Melia Hotels International SA (u),(n)
|
129,039 | 898,708 | ||||
Pebblebrook Hotel Trust (c)
|
113,747 | 2,138,444 | ||||
Total Hotel | 9,884,757 | |||||
Industrial – 1.4% | ||||||
LaSalle Logiport REIT (u)
|
743 | 1,198,968 | ||||
Prologis, Inc. (c)
|
93,075 | 9,275,854 | ||||
Rexford Industrial Realty, Inc. (c)
|
24,362 | 1,196,418 | ||||
Tritax Big Box REIT PLC (c),(u)
|
415,367 | 954,314 | ||||
Total Industrial | 12,625,554 | |||||
Manufactured Homes – 0.2% | ||||||
Sun Communities, Inc. (c)
|
12,396 | 1,883,572 | ||||
Midstream – 1.1% | ||||||
Cheniere Energy, Inc. (c),(n)
|
78,100 | 4,688,343 | ||||
ONEOK, Inc. (c)
|
122,500 | 4,701,550 | ||||
Total Midstream | 9,389,893 | |||||
Net Lease – 0.8% | ||||||
Essential Properties Realty Trust, Inc. (c)
|
71,100 | 1,507,320 | ||||
Four Corners Property Trust, Inc. (c)
|
39,970 | 1,189,907 | ||||
National Retail Properties, Inc. (c)
|
53,902 | 2,205,670 |
Shares | Value | |||||
COMMON STOCKS (continued) | ||||||
VICI Properties, Inc. (c)
|
90,410 | $ 2,305,455 | ||||
Total Net Lease | 7,208,352 | |||||
Office – 3.3% | ||||||
Allied Properties Real Estate Investment Trust (u)
|
71,241 | 2,117,250 | ||||
alstria office REIT-AG (u)
|
69,290 | 1,260,638 | ||||
Cousins Properties, Inc. (c)
|
77,963 | 2,611,760 | ||||
Covivio (u)
|
28,623 | 2,626,487 | ||||
Daiwa Office Investment Corp. (u)
|
324 | 2,059,856 | ||||
Derwent London PLC (u)
|
48,690 | 2,069,286 | ||||
Dexus (u)
|
545,150 | 3,953,938 | ||||
Gecina SA (u)
|
7,661 | 1,191,279 | ||||
Highwoods Properties, Inc. (c)
|
44,900 | 1,779,387 | ||||
Invesco Office J-Reit, Inc. (u)
|
11,097 | 1,628,739 | ||||
Keppel REIT (u)
|
1,472,590 | 1,247,387 | ||||
MCUBS MidCity Investment Corp. (u)
|
278 | 253,469 | ||||
Mitsui Fudosan Company Ltd. (u)
|
142,413 | 2,982,067 | ||||
Nippon Building Fund, Inc. (u)
|
337 | 1,954,499 | ||||
SL Green Realty Corp.
|
20,900 | 1,245,222 | ||||
Total Office | 28,981,264 | |||||
Pipeline (MLP) – 0.0% | ||||||
Thunderbird Resources Equity, Inc. (f),(n)
|
11 | 11 | ||||
Pipelines – 2.5% | ||||||
Enbridge, Inc. (c),(u)
|
400,900 | 12,821,619 | ||||
Kinder Morgan, Inc.
|
386,600 | 5,284,822 | ||||
Pembina Pipeline Corp. (c),(u)
|
154,100 | 3,643,971 | ||||
Total Pipelines | 21,750,412 | |||||
Ports – 0.1% | ||||||
Hidrovias do Brasil SA (u),(n)
|
366,786 | 487,713 | ||||
Rail – 3.1% | ||||||
Canadian Pacific Railway Ltd. (c),(u)
|
17,700 | 6,139,587 | ||||
CSX Corp. (c)
|
85,200 | 7,731,900 | ||||
East Japan Railway Co. (u)
|
84,400 | 5,630,779 | ||||
MTR Corporation Ltd. (u)
|
556,976 | 3,114,966 | ||||
Rumo SA (u),(n)
|
1,235,707 | 4,570,081 | ||||
Total Rail | 27,187,313 | |||||
Renewables/Electric Generation – 9.2% | ||||||
Ameren Corp. (c)
|
101,800 | 7,946,508 | ||||
American Electric Power Company, Inc.
|
77,800 | 6,478,406 | ||||
CLP Holdings Ltd. (u)
|
415,583 | 3,842,748 | ||||
CMS Energy Corp. (c)
|
101,273 | 6,178,666 | ||||
Duke Energy Corp. (c)
|
112,600 | 10,309,656 | ||||
Enel SpA (u)
|
429,477 | 4,369,788 | ||||
Engie SA (u),(n)
|
274,500 | 4,208,063 | ||||
Entergy Corp. (c)
|
70,255 | 7,014,259 | ||||
FirstEnergy Corp. (c)
|
236,600 | 7,242,326 | ||||
NextEra Energy, Inc. (c)
|
229,400 | 17,698,210 | ||||
RWE AG (u)
|
111,285 | 4,708,135 |
Shares | Value | |||||
COMMON STOCKS (continued) | ||||||
Vistra Energy Corp. (c)
|
25,848 | $ 508,172 | ||||
Total Renewables/Electric Generation | 80,504,937 | |||||
Residential – 2.2% | ||||||
American Homes 4 Rent (c)
|
119,601 | 3,588,030 | ||||
Camden Property Trust (c)
|
32,600 | 3,257,392 | ||||
Deutsche Wohnen SE (u)
|
31,209 | 1,665,139 | ||||
Equity Residential
|
28,300 | 1,677,624 | ||||
Essex Property Trust, Inc. (c)
|
12,158 | 2,886,552 | ||||
InterRent Real Estate Investment Trust (u)
|
196,736 | 2,115,890 | ||||
Mid-America Apartment Communities, Inc. (c)
|
21,031 | 2,664,418 | ||||
Vonovia SE (u)
|
18,342 | 1,339,583 | ||||
Total Residential | 19,194,628 | |||||
Retail – 1.8% | ||||||
Capital & Counties Properties PLC (u)
|
1,246,662 | 2,478,051 | ||||
Hang Lung Properties Ltd. (u)
|
444,381 | 1,171,060 | ||||
Regency Centers Corp. (c)
|
36,200 | 1,650,358 | ||||
Shaftesbury PLC (u)
|
158,600 | 1,236,757 | ||||
Simon Property Group, Inc. (c)
|
60,037 | 5,119,955 | ||||
Unibail-Rodamco-Westfield (u)
|
16,709 | 1,301,370 | ||||
Wharf Real Estate Investment Company Ltd. (u)
|
474,909 | 2,468,154 | ||||
Total Retail | 15,425,705 | |||||
Specialty – 0.1% | ||||||
Outfront Media, Inc.
|
59,200 | 1,157,952 | ||||
Toll Roads – 2.5% | ||||||
Atlantia SpA (c),(u),(n)
|
213,333 | 3,852,335 | ||||
Ferrovial SA (c),(u)
|
182,676 | 5,051,049 | ||||
Getlink SE (u),(n)
|
171,000 | 2,958,489 | ||||
Promotora y Operadora de Infraestructura SAB de CV (u)
|
235,152 | 2,084,988 | ||||
Transurban Group (c),(u)
|
793,295 | 8,359,598 | ||||
Total Toll Roads | 22,306,459 | |||||
Water – 1.5% | ||||||
American Water Works Company, Inc. (c)
|
43,900 | 6,737,333 | ||||
Guangdong Investment Ltd. (u)
|
1,562,500 | 2,816,701 | ||||
United Utilities Group PLC (u)
|
326,200 | 3,989,751 | ||||
Total Water | 13,543,785 | |||||
Total COMMON STOCKS
(Cost
$336,831,882)
|
382,252,220 | |||||
SHORT-TERM INVESTMENT – 0.3% | ||||||
First American Treasury Obligations Fund, Class X, 0.04%
(y)
|
2,713,086 | 2,713,086 | ||||
Total SHORT-TERM INVESTMENT
(Cost
$2,713,086)
|
2,713,086 | |||||
Total Investments – 134.8%
(Cost $1,124,754,361)
|
1,183,935,500
|
|||||
Liabilities in Excess of Other Assets – (34.8)%
|
(305,347,329) | |||||
TOTAL NET ASSETS – 100.0%
|
$ 878,588,171 |
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 | |
MLP — Master Limited Partnership |
(c) | — All or a portion of this security is pledged as collateral for credit facility. As of December 31, 2020, the total value of the collateral was $372,351,263. |
(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, 2020, the total value of all such securities was $313,790,396 or 35.7% 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, 2020, the total value of all such securities was $2,960,687 or 0.3% of net assets. These securities are characterized as a Level 3 securities within the disclosure hierarchy. Level 3 security values are determined using significant unobservable inputs. |
(i) | — Security is an inverse floating rate bond. Reference interest rates are typically based on a negative multiplier or slope. |
(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, 2020, the total value of all such securities was $19,026,752 or 2.2% of net assets. |
(r) | — Portion or entire principal amount delivered as collateral for reverse repurchase agreements. As of December 31, 2020, the total value of the collateral was $86,836,678. |
(s) | — 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, 2020. |
(t) | — Term loans generally are subject to mandatory and/or optional prepayment. As a result, the actual remaining maturity of term loans may be substantially less than the stated maturities shown. |
(v) | — 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. |
(u) | — Foreign security or a U.S. security of a foreign company. |
(y) | — The rate quoted is the annualized seven-day yield as of December 31, 2020. |
Assets: | |
Investments in securities, at value (cost
$1,124,754,361)
|
$1,183,935,500 |
Cash
|
5,387,200 |
Cash on deposit with brokers for reverse repurchase
agreements
|
299,941 |
Interest and dividends
receivable
|
8,988,235 |
Receivable for investments
sold
|
22,411 |
Prepaid
expenses
|
2,395 |
Total
assets
|
1,198,635,682 |
Liabilities: | |
Payable for credit facility (Note
7)
|
251,000,000 |
Reverse repurchase agreements (Note
7)
|
66,580,941 |
Interest payable for credit facility and reverse repurchase agreements (Note
7)
|
253,050 |
Payable for investments
purchased
|
786,606 |
Investment advisory fee payable (Note
5)
|
1,002,009 |
Administration fee payable (Note
5)
|
150,301 |
Directors' fee
payable
|
25,993 |
Accrued
expenses
|
248,611 |
Total
liabilities
|
320,047,511 |
Commitments and contingencies (Note
11)
|
|
Net
Assets
|
$ 878,588,171 |
Composition of Net Assets: | |
Paid-in
capital
|
1,002,926,512 |
Accumulated
losses
|
(124,338,341) |
Net
Assets
|
$ 878,588,171 |
Shares Outstanding and Net Asset Value Per Share: | |
Common shares
outstanding
|
43,890,313 |
Net asset value per
share
|
$ 20.02 |
Investment Income (Note 2): | |
Interest
|
$ 45,068,222 |
Dividends and distributions (net of foreign withholding tax of
$535,328)
|
9,927,922 |
Less return of capital
distributions
|
(1,824,194) |
Total investment
income
|
53,171,950 |
Expenses: | |
Investment advisory fees (Note
5)
|
11,299,109 |
Administration fees (Note
5)
|
1,694,867 |
Legal
fees
|
465,904 |
Reports to
shareholders
|
447,073 |
Directors'
fees
|
256,660 |
Custodian
fees
|
207,310 |
Fund accounting
fees
|
149,266 |
Miscellaneous
|
106,100 |
Audit and tax
services
|
89,779 |
Transfer agent
fees
|
72,605 |
Insurance
|
61,622 |
Registration
fees
|
17,162 |
Total operating
expenses
|
14,867,457 |
Interest expense on credit facility and reverse repurchase agreements (Note
7)
|
3,953,027 |
Total
expenses
|
18,820,484 |
Net investment
income
|
34,351,466 |
Net realized loss on: | |
Investment
transactions
|
(77,624,926) |
Foreign currency
transactions
|
(156,976) |
Net realized
loss
|
(77,781,902) |
Net change in unrealized depreciation on: | |
Investments
|
6,356,141 |
Foreign currency
translations
|
30,338 |
Net change in unrealized
appreciation
|
6,386,479 |
Net realized and unrealized
loss
|
(71,395,423) |
Net decrease in net assets resulting from
operations
|
$(37,043,957) |
For the Year Ended December 31, 2020 | For the Year Ended December 31, 2019 | ||
Increase (Decrease) in Net Assets Resulting from Operations: | |||
Net investment
income
|
$ 34,351,466 | $ 39,973,597 | |
Net realized gain
(loss)
|
(77,781,902) | 7,551,807 | |
Net change in unrealized
appreciation
|
6,386,479 | 81,163,815 | |
Net increase (decrease) in net assets resulting from
operations
|
(37,043,957) | 128,689,219 | |
Distributions to Shareholders: | |||
Distributable
earnings
|
(29,196,590) | (47,352,126) | |
Return of
capital
|
(73,374,769) | (39,751,489) | |
Total distributions
paid
|
(102,571,359) | (87,103,615) | |
Capital Share Transactions: | |||
Shares issued in the Reorganization (Note
9)
|
188,069,932 | — | |
Shares repurchased (Note
8)
|
(16,295,823) | (450,390) | |
Net increase (decrease) in net assets from capital share
transactions
|
171,774,109 | (450,390) | |
Total increase in net
assets
|
32,158,793 | 41,135,214 | |
Net Assets: | |||
Beginning of
year
|
846,429,378 | 805,294,164 | |
End of
year
|
$ 878,588,171 | $846,429,378 | |
Share Transactions: | |||
Shares issued in the Reorganization (Note
9)
|
8,425,476 | — | |
Shares repurchased (Note
8)
|
(1,002,220) | (20,880) | |
Net increase (decrease) in shares
outstanding
|
7,423,256 | (20,880) |
Increase (Decrease) in Cash: | |
Cash flows provided by (used for) operating activities: | |
Net decrease in net assets resulting from
operations
|
$ (37,043,957) |
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
|
(943,732,113) |
Proceeds from disposition of long-term portfolio investments and principal
paydowns
|
965,284,625 |
Net purchases and sales of short-term portfolio
investments
|
64,345,080 |
Return of capital distributions from portfolio
investments
|
1,824,194 |
Acquired from
Reorganization(1)
|
533,761 |
Increase in interest and dividends
receivable
|
(902,577) |
Decrease in prepaid
expenses
|
7,081 |
Decrease in interest payable for credit facility and reverse repurchase
agreements
|
(309,565) |
Increase in investment advisory fee
payable
|
85,563 |
Increase in administration fee
payable
|
12,834 |
Increase in directors' fee
payable
|
11,789 |
Increase in accrued
expenses
|
135,614 |
Net amortization on investments and paydown gains or losses on
investments
|
(8,261,648) |
Unrealized appreciation on
investments
|
(6,356,141) |
Net realized loss on investment
transactions
|
77,624,926 |
Net cash provided by operating
activities
|
113,259,466 |
Cash flows used for financing activities: | |
Net cash provided by reverse repurchase
agreements
|
4,388,941 |
Distributions paid to
stockholders
|
(102,571,359) |
Net cash used for shares
repurchased
|
(16,295,823) |
Cash acquired from the
Reorganization
|
719,038 |
Cash paid for fractional shares during the
Reorganization
|
(41) |
Net cash used for financing
activities
|
(113,759,244) |
Net decrease in
cash
|
(499,778) |
Cash at beginning of
year(2)
|
6,186,919 |
Cash at end of
year(2)
|
$ 5,687,141 |
Supplemental Disclosure of Cash Flow Information: | |
Interest payments on the credit facility and reverse repurchase agreements for the year ended December 31, 2020, totaled $4,262,592. | |
(1)Capital received due to the Reorganization was $188,069,932. The Acquired from Reorganization amount included in the operating activities is the other assets and liabilities from the Brookfield Global Listed Infrastructure Income Fund Inc. The Acquired from Reorganization amount included in the financing activities is the credit facility from the Brookfield Global Listed Infrastructure Income Fund Inc. | |
(2) Includes cash on deposit with brokers for reverse repurchase agreements. |
For the Year Ended December 31, |
For the
Period
from December 5, 20161 to December 31, |
||||||||
2020 | 2019 | 2018 | 2017 | 2016 | |||||
Per Share Operating Performance: | |||||||||
Net asset value, beginning of
period
|
$ 23.21 | $ 22.07 | $ 25.15 | $ 25.14 | $ 25.00 | ||||
Net investment
income2
|
0.80 | 1.10 | 1.52 | 1.74 | 0.15 | ||||
Net realized and change in unrealized gain
(loss)
|
(1.60) | 2.43 | (2.21) | 0.66 | 0.19 | ||||
Net increase (decrease) in net asset value resulting from
operations
|
(0.80) | 3.53 | (0.69) | 2.40 | 0.34 | ||||
Distributions from net investment
income
|
(0.68) | (1.30) | (1.53) | (1.84) | (0.15) | ||||
Return of capital
distributions
|
(1.71) | (1.09) | (0.86) | (0.55) | (0.05) | ||||
Total distributions
paid*
|
(2.39) | (2.39) | (2.39) | (2.39) | (0.20) | ||||
Net asset value, end of
period
|
$ 20.02 | $ 23.21 | $ 22.07 | $ 25.15 | $ 25.14 | ||||
Market price, end of
period
|
$ 17.83 | $ 21.35 | $ 19.07 | $ 23.37 | $ 22.31 | ||||
Total Investment Return based on Net Asset Value# | -2.51% | 16.42% | -3.08% | 9.88% | 1.36% 5 | ||||
Total Investment Return based on Market Price† | -4.16% | 24.79% | -9.12% | 15.94% | 0.50% 3,5 | ||||
Ratios to Average Net Assets/Supplementary Data: | |||||||||
Net assets, end of period
(000s)
|
$878,588 | $846,429 | $805,294 | $917,653 | $917,593 | ||||
Operating expenses excluding interest
expense8
|
1.77% | 1.61% | 1.63% | 1.60% | 1.70% 6 | ||||
Interest
expense
|
0.47% | 0.93% | 0.93% | 0.58% | 0.60% 6 | ||||
Total
expenses8
|
2.24% | 2.54% | 2.56% | 2.18% | 2.30% 6 | ||||
Net expenses, including fee waivers and reimbursement and excluding interest
expense8
|
1.77% | 1.61% | 1.08% | 1.03% | 1.03% 6 | ||||
Net expenses including waivers and
reimbursement8
|
2.24% | 2.54% | 2.00% | 1.61% | 1.63% 6 | ||||
Net investment
income
|
4.08% | 4.69% | 6.31% | 6.84% | 8.13% 6 | ||||
Net investment income, excluding the effect of fee waivers and
reimbursement8
|
4.08% | 4.69% | 5.76% | 6.27% | 7.46% 6 | ||||
Portfolio turnover
rate
|
87% | 46% | 35% | 43% | 15% 4,5 | ||||
Credit facility and reverse repurchase agreements, end of period
(000s)
|
$317,581 | $242,192 | $280,800 | $259,395 | $302,682 | ||||
Asset coverage per $1,000 unit of senior
indebtedness7
|
$ 3,767 | $ 4,495 | $ 3,868 | $ 4,538 | $ 4,032 |
* | 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 | 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. |
8 | The operating expenses limitation agreement expired pursuant to its terms on December 4, 2018. |
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) |
Valuation Inputs | Level 1 | Level 2 | Level 3 | Total | |||
U.S. Government & Agency
Obligations
|
$ — | $ 2,657,896 | $ — | $ 2,657,896 | |||
Securitized
Credit
|
— | 293,829,301 | 2,959,851 | 296,789,152 | |||
Corporate
Credit
|
— | 481,247,324 | 825 | 481,248,149 | |||
Term
Loans
|
— | 16,066,901 | — | 16,066,901 | |||
Preferred Stocks | 2,208,096 | — | — | 2,208,096 | |||
Common
Stocks
|
232,461,141 | 149,791,068 | 11 | 382,252,220 | |||
Short-Term
Investment
|
2,713,086 | — | — | 2,713,086 | |||
Total
Investments
|
$ 237,382,323 | $ 943,592,490 | $ 2,960,687 | $1,183,935,500 |
Quantitative Information about Level 3 Fair Value Measurements | ||||||
Assets |
Value
as of December 31, 2020 |
Valuation Approach |
Valuation
Methodology |
Unobservable
Input |
Amount
or
Range/ (Weighted Average) |
Impact
to
Valuation from an Increase in Input(1) |
Securitized Credit | ||||||
Class B Notes | $2,959,851 |
Income
Approach |
Discounted
Cash Flow |
Yield
(Discount
Rate of Cash Flows) |
9.3%-14.7%
(12.4%) |
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. | 11 |
Asset-Based
Approach |
Analysis
of
Enterprise Value |
Enterprise
Value |
$1 | Increase |
Total | $2,960,687 |
Investments in Securities | Securitized Credit | Corporate Credit | Common Stocks | Total | |||
Balance as of December 31,
2019
|
$3,353,491 | $825 | $11 | $3,354,327 | |||
Accrued discounts
(premiums)
|
— | — | — | — | |||
Realized gain
(loss)
|
— | — | — | — | |||
Change in unrealized appreciation
(depreciation)
|
(31,490) | — | — | (31,490) | |||
Purchases at
cost
|
— | — | — | — | |||
Sales
proceeds
|
(362,150) | — | — | (362,150) | |||
Balance as of December 31,
2020
|
$2,959,851 | $825 | $11 | $2,960,687 | |||
Change in unrealized gains or losses relating to assets still held at the reporting
date
|
$ (30,485) | $ — | $ — | $ (30,485) |
Counterparty |
Borrowing
Rate |
Borrowing
Date |
Maturity
Date |
Amount
Borrowed(1) |
Payable
For
Reverse Repurchase Agreements |
|
JPMorgan
Chase
|
0.25% | 12/16/20 | 01/08/21 | $ 801,513 | $ 801,602 | |
JPMorgan
Chase
|
0.30 | 12/09/20 | 01/08/21 | 2,516,765 | 2,517,248 | |
JPMorgan
Chase
|
0.35 | 11/10/20 | 01/08/21 | 1,171,762 | 1,172,355 | |
JPMorgan
Chase
|
0.35 | 11/16/20 | 01/08/21 | 1,421,181 | 1,421,817 | |
JPMorgan
Chase
|
0.35 | 12/09/20 | 01/08/21 | 1,192,664 | 1,192,931 | |
JPMorgan
Chase
|
0.43 | 12/16/20 | 01/08/21 | 1,577,063 | 1,577,360 | |
JPMorgan
Chase
|
0.45 | 11/10/20 | 01/08/21 | 3,949,953 | 3,952,520 | |
JPMorgan
Chase
|
0.50 | 11/10/20 | 01/08/21 | 21,397,085 | 21,412,538 | |
JPMorgan
Chase
|
0.50 | 11/23/20 | 01/08/21 | 5,913,833 | 5,917,036 | |
JPMorgan
Chase
|
0.50 | 12/11/20 | 01/08/21 | 3,971,875 | 3,973,033 | |
JPMorgan
Chase
|
0.50 | 12/21/20 | 01/08/21 | 1,612,247 | 1,612,493 | |
RBC Capital
Markets
|
0.72 | 11/20/20 | 02/19/21 | 7,448,000 | 7,454,289 | |
RBC Capital
Markets
|
0.72 | 12/16/20 | 03/12/21 | 4,420,000 | 4,421,413 | |
RBC Capital
Markets
|
0.76 | 11/02/20 | 01/29/21 | 4,810,000 | 4,816,128 | |
RBC Capital
Markets
|
0.76 | 11/17/20 | 01/29/21 | 4,377,000 | 4,381,182 | |
Total
|
$66,580,941 | $66,623,945 |
Overnight and Continuous | Up to 30 Days | 30 to 90 Days | Greater Than 90 Days | Total | |||||
Corporate
Credit
|
$— | $54,712,941 | $11,868,000 | $— | $66,580,941 | ||||
Total
|
$— | $54,712,941 | $11,868,000 | $— | $66,580,941 |
Cost of
Investments
|
$233,782,953 |
Market value of
investments
|
257,818,799 |
Net unrealized appreciation of
investments
|
$ 24,035,846 |
INF - Prior to Reorganization | |
Shares
outstanding
|
13,483,223 |
Net
assets
|
$188,069,973 |
NAV per
shares
|
$ 13.9484 |
RA - Prior to Reorganization | |
Shares
outstanding
|
36,467,057 |
Net
assets
|
$813,999,050 |
NAV per
shares
|
$ 22.3215 |
RA - Post Reorganization | |
Shares
outstanding(1)
|
44,892,533 |
Net
assets(1)
|
$1,002,068,982 |
NAV per
shares
|
$ 22.3215 |
RA - Pro Forma Results from Operations | |
Net investment
income
|
$ 34,740,508 |
Net realized
loss
|
(76,930,929) |
Net change in unrealized
depreciation
|
(14,395,981) |
Change in net assets resulting from
operations
|
$(56,586,402) |
December 31, 2020 | December 31, 2019 | ||
Ordinary
income
|
$ 29,196,590 | $47,352,126 | |
Return of
capital
|
73,374,769 | 39,751,489 | |
Total
|
$102,571,359 | $87,103,615 |
Capital loss
carryforwards(1)
|
$(147,208,995) |
Other accumulated
losses
|
(22,772,822) |
Tax basis unrealized appreciation on investments and foreign
currency
|
45,643,476 |
Total tax basis net accumulated
losses
|
$(124,338,341) |
Cost of Investments | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation |
$1,138,292,024 | $97,045,913 | $(51,402,437) | $45,643,476 |
Capital Loss Carryforwards: | Expires: | Limitation: |
$83,875,883
(Short-Term)
|
N/A | Unlimited |
$63,333,112
(Long-Term)
|
N/A | Unlimited |
$15,499,315
|
N/A | 12/31/21 |
$3,443,546
|
N/A | 12/31/22 |
$1,527,980
|
N/A | 12/31/23 |
Paid-in capital | Distributions in excess of net investment income | Accumulated net realized loss |
$10,561,714 | $(2,931,849) | $(7,629,865) |
Distribution Per Share | Record Date | Payable Date |
$0.1990 | January 20, 2021 | January 28, 2021 |
$0.1990 | February 10, 2021 | February 18, 2021 |
Name, Address and Year of Birth | Position(s) Held with 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 2023 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 (formerly, Chambers Street Properties) (2012-2018); Director of Turner Corp. (2003- Present); Employee of Arthur Andersen LLP (2002-Present); Principal of Trimblestone Investment Co. (2019- Present).. | 7 | |||
Interested
Director
Class I Director to serve until 2023 Annual Meeting of Shareholders: |
||||||
David
W. Levi
c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1971 |
Trustee
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). | 7 | |||
Independent
Directors
Class II 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 2016 |
Director/Trustee of several investment companies advised by the Adviser (2013-Present); Board Director of Gesher USA (2015-Present); Trustee of Nevada Museum of Art (2016-2018); Member of the Honorary Board of University Settlement House (2014-Present); Co-founder and CEO of Capstak, Inc. (2014-2018); Chairman of Capstak, Inc. (2016-2018). | 7 | |||
William
H. Wright II
c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1960 |
Director,
Member of the Audit Committee, Member of the Nominating and Compensation Committee
Served Since August 1, 2020 |
Director/Trustee of several investment companies advised by the Adviser (2020-Present); Retired. Prior to that, Managing Director, Morgan Stanley (1982-2010); Director of Alcentra Capital Corporation (1940 Act BDC) (2018-2019); Director of The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc. (2013-2016); Advisory Director of Virtus Global Dividend & Income Fund (2016-2019); Advisory Director of Virtus Global Multi-Sector Income Fund (2016-2019); Advisory Director of Virtus Total Return Fund (2016-2019); Advisory Director of Duff & Phelps Select Energy MLP Fund (2016-2019). | 7 |
Name, Address and Year of Birth | Position(s) Held with 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 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 2016 |
Director/Trustee of several investment companies advised by Brookfield Public Securities Group LLC (the “Adviser”) (2011- Present); 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). | 7 | |||
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 Drive Shack Inc. (formerly, New Castle 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); Director of Steward Partners (2017- Present). | 7 |
Name, Address and Age | Position(s) Held with 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 2016 | President of several investment companies advised by the Adviser (2014-Present); Managing Director (2014-Present), Assistant General Counsel (2010-2017) and General Counsel (2017-Present) of the Adviser; Managing Partner of Brookfield Asset Management Inc. (2016-Present); Director of Brookfield Soundvest Capital Management (2015-2018). |
Casey
P. Tushaus*
c/o Brookfield Place, 250 Vesey Street, New York, New York 10281-1023 Born: 1982 |
Treasurer | Served since February 25, 2021** | Treasurer of several investment companies advised by the Adviser (2021-Present); Assistant Treasurer of several investment companies advised by the Adviser (2016-2021); Vice President of the Adviser (2014-Present). |
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). |
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 Adviser (2017-Present); Chief Compliance Officer of Brookfield Investment Management (Canada) Inc. (2017-Present); Senior Compliance Officer of Corporate Legal and Compliance at the Adviser (2011-2017). |
Mohamed
S. 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); Vice President of the Adviser (2019-Present); Assitant Vice President of the Adviser (2014-2019). |
• | Real Estate; |
• | Infrastructure; and |
• | Natural Resources. |
• | Real estate investment trusts (“REITs”); |
• | Real estate operating companies (“REOCs”); |
• | Brokers, developers and builders of residential, commercial, and industrial properties; |
• | Property management firms; |
• | Finance, mortgage, and mortgage servicing firms; |
• | Construction supply and equipment manufacturing companies; |
• | Firms dependent on real estate holdings for revenues and profits, including lodging, leisure, timber, mining and agriculture companies; and |
• | Debt securities, including securitized obligations, which are predominantly (i.e., at least 50%) supported by real estate assets. |
• | toll roads, bridges and tunnels; |
• | airports; |
• | seaports; |
• | electricity generation and transmission and distribution lines; |
• | gathering, treating, processing, fractionation, transportation and storage of hydrocarbon products; |
• | water and sewage treatment and distribution pipelines; |
• | communication towers and satellites; |
• | railroads; and |
• | other companies with direct and indirect involvement in infrastructure through the development, construction or operation of infrastructure assets. |
• | Timber and Agriculture assets and securities; |
• | Commodities and Commodity-Linked assets and securities, including, but not limited to, precious metals, such as gold, silver and platinum, ferrous and nonferrous metals, such as iron, aluminum and copper, metals such as uranium and titanium, hydrocarbons such as coal, oil and natural gas, timberland, undeveloped real property and agricultural commodities; and |
• | Energy, including the exploration, production, processing and manufacturing of hydrocarbon-related and chemical-related products. |
• | the likelihood of greater volatility of NAV and market price of and distributions in the Fund’s common stock; |
• | fluctuations in the dividend rates on any preferred stock or in interest rates on borrowings and short-term debt; |
• | increased operating costs, which are effectively borne by common shareholders, may reduce the Fund’s total return; and |
• | the potential for a decline in the value of an investment acquired with borrowed funds, while the Fund’s obligations under such borrowing or preferred stock remain fixed. |
• | dependence on the Investment Adviser’s ability to predict correctly movements in the direction of the relevant measure; |
• | imperfect correlation between the price of the derivative instrument and movements in the prices of the referenced assets; |
• | the fact that skills needed to use these strategies are different from those needed to select portfolio securities; |
• | the possible absence of a liquid secondary market for any particular instrument at any time could expose the Fund to losses; |
• | certain derivative transactions involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested; |
• | the possible need to defer closing out certain hedged positions to avoid adverse tax consequences; |
• | the possible inability of the Fund to purchase or sell a security or instrument at a time that otherwise would be favorable for it to do so, or the possible need for the Fund to sell a security or instrument at a disadvantageous time due to a need for the Fund to maintain “cover” or to segregate securities in connection with the hedging techniques; and |
• | the creditworthiness of counterparties. |
• | declines in the value of real estate; |
• | risks related to general and local economic conditions; |
• | possible lack of availability of mortgage funds; |
• | overbuilding; |
• | extended vacancies of properties; |
• | increased competition; |
• | increases in property taxes and operating expenses; |
• | changes in zoning laws; |
• | losses due to costs resulting from the clean-up of environmental problems; |
• | liability to third parties for damages resulting from environmental problems; |
• | casualty or condemnation losses; |
• | limitations on rents; |
• | changes in neighborhood values and the appeal of properties to tenants; and |
• | changes in interest rates. |
• | 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 Registrants 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 Registrants Board of Directors has determined that Stuart A. McFarland, Edward A. Kuczmarski, Louis P. Salvatore and William H. Wright II, each qualify as audit committee financial experts, as defined in Item 3(b) of Form N-CSR. Messrs. McFarland, Kuczmarski, Salvatore and Wright II 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 Funds independent registered public accounting firm, Deloitte & Touche LLP (Deloitte), to the Fund for the Funds two most recent fiscal years for professional services rendered for the audit of the Registrants annual financial statements and the review of financial statements that are included in the Registrants annual and semi-annual reports to shareholders (Audit Fees) were $81,500 and $64,000 for the fiscal years ended December 31, 2020 and December 31, 2019, respectively.
(b) |
Audit-Related Fees |
The aggregate Audit-Related Fees billed by Deloitte to the Registrant in the fiscal years ended December 31, 2020 and December 31, 2019 were $8,500 and $0, respectively, for services rendered for assurance and related services that are reasonably related to the performance of the audit or review of the Registrants financial statements but are not reported as Audit Fees (Audit-Related Fees). The Audit-Related Fees listed in this Item 4(b) are related to the issuance of consents by Deloitte with respect to corresponding registration statement filings for the reorganization of the Brookfield Global Listed Infrastructure Fund Inc. into the Fund.
For the Registrants 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 the Registrant by a Fund Service Provider. A Fund Service Provider is any investment adviser to the Registrant, or any entity that provides ongoing services to the Registrant and is controlling, controlled by or under common control with such investment adviser.
(c) |
Tax Fees |
For the fiscal years ended December 31, 2020 and December 31, 2019, Deloitte billed the Registrant aggregate fees of $9,800 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 Registrants income tax returns and tax distribution requirements.
For the Funds 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, 2020 and 2019.
The services for which Tax Fees were charged comprise all services performed by professional staff in Deloittes 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 |
There were no other fees billed by Deloitte to the Fund for all other non-audit services (Other Fees) for the fiscal years ended December 31, 2020 and December 31, 2019. 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, 2020 and December 31, 2019, for non-audit services rendered to the Fund and Fund Service Providers were $167,300 and $154,600, respectively. For the fiscal years ended December 31, 2020 and December 31, 2019, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $149,000 and $145,000, 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 Deloittes SSAE 16 Review (formerly, SAS No. 70).
(h) The Funds Audit Committee has considered whether the provision of non-audit services by registrants independent registered public accounting firm to the registrants 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 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 Registrants Audit Committee members include Stuart A. McFarland, Edward A. Kuczmarski, Louis P. Salvatore, Heather S. Goldman and William H. Wright II.
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
PSGs 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 agents 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 companys 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, PSGs 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 agents research and analysis as part of PSGs 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 PSGs 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 managements 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 PSGs 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.
Investment Team Portfolio Managers
Adviser
Larry Antonatos Managing Director, Portfolio Manager
Larry Antonatos has 28 years of industry experience and is a Portfolio Manager for the Public Securities Groups 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 firms 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.
Gaal Surugeon, CFA Director, Portfolio Manager
Gaal Surugeon has 11 years of industry experience and is a Director for Brookfields Real Asset Solutions team. He is responsible for portfolio construction and asset allocation for the firms diversified real asset portfolios. Prior to joining the firm in 2019, Gaal was an Executive Director at Oppenheimer Asset Management where he served as manager of the firms multi-asset portfolios and director of asset allocation and research. Prior to that, he was an Associate Economist at Decision Economics, Inc. Gaal holds the Chartered Financial Analyst designation and is a member of the CFA Society Chicago. He earned a Bachelor of Arts in Economics from the University of Michigan Ann Arbor.
Chris Janus Director, Portfolio Manager
Chris Janus has 13 years of industry experience and is a Director on Brookfields Corporate Credit team. He is responsible for covering Real Estate via corporate bonds, bank loans and CMBS (Commercial Mortgage Backed Securities). Previously, he was a Director on Brookfields Structured Products team focused on CMBS, CRE CLOs (Commercial Real Estate Collateralized Loan Obligations) and direct lending. Prior to joining the firm in 2009, Chris began his career at SunTrust Robinson Humphrey within the Real Estate Investment Banking group. Chris earned a Bachelor of Science degree in Mechanical Engineering from Miami University.
Dana Erikson, CFA Managing Director, Portfolio Manager
Dana Erikson is a Managing Director, Portfolio Manager and Head of the Global Credit team for Brookfields Public Securities Group. In this role, he oversees and contributes to the portfolio construction process, including execution of buy/sell decisions. Prior to joining Brookfield in 2006, Mr. Erikson 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. Mr. Erikson holds the Chartered Financial Analyst designation and is a member of the CFA Society Boston, Inc. He earned a Master of Business Administration (with Honors) from Northeastern University and a Bachelor of Arts in Business Economics from Brown University.
Dan Parker, CFA Managing Director, Portfolio Manager
Daniel Parker is a Managing Director and Portfolio Manager for the Global Credit team in Brookfields Public Securities Group. In this role, he oversees and contributes to the portfolio construction process, including execution of buy/sell decisions. Mr. Parker joined Brookfield in 2006 and since then has held a number of roles across the Public Securities Group. Prior to Brookfield, Mr. Parker was a credit analyst at Standard & Poors Rating Services. Mr. Parker started his career in international trade finance at Export Development Canada. Mr. Parker earned an Honors Bachelor of Commerce from Lakehead University and holds the Chartered Financial Analyst designation. He is a member of the CFA Society of Chicago.
Sub-Advisers
Schroder Investment Management North America Inc.
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. Michelle was the Head of Securitized Products at Brookfield Investment Management (previously Hyperion Capital Management) from 1999 to 2016, 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 a Co-Head of the Investor Committee of the American Securitization Forum (ASF). Ms. Russell-Dowe earned a Bachelor of Arts degree in Economics from Princeton University and a master of Business Administration degree from the Columbia Business School at Columbia University, where she graduated as valedictorian.
Jeffrey Williams, CFA Portfolio Manager
Jeffrey Williams is a Senior Portfolio Manager at Schroders. His focus is on CMBS, commercial real estate loans and related assets, and he acts as the product champion for these assets. He joined Schroders in 2016 and is based in New York. Jeffrey was a Portfolio Manager at Brookfield Investment Management, Inc from 2012 to 2016, which involved managing CMBS, mezzanine loans, b-notes, etc. He was a Portfolio Manager at Wesley Capital Management, LLC from 2008 to 2012, which involved managing and trading CMBS and other CRE debt securities for a hedge fund. He was a Portfolio Manager at Capital Trust, Inc from 2006 to 2008, which involved managing a portfolio of CMBS, CDOs and REIT bonds. He was a Portfolio Manager at Equitable Real Estate, Lend Lease, GMAC from 1988 to 2006, which involved originating commercial mortgage loans and managing CMBS. Mr. Williams earned a Bachelor of Arts degree in Finance from the University of South Florida and a master of Business Administration degree in Finance from Georgia State University.
Anthony Breaks, CFA Portfolio Manager
Anthony Breaks is a Senior Portfolio Manager at Schroders, with a focus on RMBS, ABS and CLOs. He joined Schroders in 2016 and is based in New York. Anthony was a Managing Director at Brookfield Investment Management from 2005 to 2016, managing structured credit portfolios. In 2006 Mr. Breaks launched a $300 million structured credit ABCP program. In the 4th quarter of 2007 the program retired all of its ABCP and debt at par in a successful refunding. He was a Director at Imagine Reinsurance, a subsidiary of Brookfield from 2002 to 2005, focused on structured credit investments and structured reinsurance transactions. He was a Director at Liberty Hampshire from 2000 to 2002, involved in analysis and issuance of structured securities. He was an Analyst at Merrill Lynch from 1998 to 2000, involved in CLO structuring and securities analysis. Mr. Breaks earned a Bachelor of Science degree in Electrical Engineering from Massachusetts Institute of Technology.
Oaktree Capital Management L.P.
Justin Guichard Managing Director and Co-Portfolio Manager
Justin Guichard joined Oaktree in 2007. He is a managing director and co-portfolio manager for Oaktrees Real Estate Debt and Structured Credit strategies. In addition to his strategy management responsibilities, Mr. Guichard is responsible for investing capital for Oaktrees Real Estate Debt, Real Estate Income, Real Estate Opportunities, Structured Credit and Global Credit strategies. Prior to Oaktree, he worked for Barrow Street Capital which, he joined in 2005. Mr. Guichard began his career in Merrill Lynch & Co.s Real Estate Investment Banking group. He received a B.A. degree from University of California, Los Angeles, where he was an Alumni Scholar, and an M.B.A. from MITs Sloan School of Management.
Management of Other Accounts
Adviser
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, 2020 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, 2020 |
Total Assets in USD Millions as
of December 31,
|
# of Accounts Managed with Advisory Fee Based on Performance |
Total Assets in
with Advisory Fee Based on Performance |
|||||
Larry Antonatos |
Registered Investment Company |
3 | $ 414.9 | | $ | |||||
Other Pooled Investment Vehicles |
7 | $ 1,035.4 | 1 | $ 37.2 | ||||||
Other Accounts |
1 | $ 164.8 | | |
Mr. Surugeon 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. Surugeon as of December 31, 2020 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, 2020 |
Total Assets in USD Millions as
of December 31,
|
# of Accounts Managed with Advisory Fee Based on Performance |
Total Assets in
with Advisory Fee Based on Performance |
|||||
Gaal Surugeon, CFA |
Registered Investment Company |
Registered Investment Company | 3 | $ 414.9 | | |||||
Other Pooled Investment Vehicles |
Other Pooled Investment Vehicles | 7 | $1,035.4 | 1 | ||||||
Other Accounts |
Other Accounts | 1 | $ 164.8 | |
Mr. Janus 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. Janus as of December 31, 2020 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, 2020 |
Total Assets in USD Millions as
of December 31,
|
# of Accounts Managed with Advisory Fee Based on Performance |
Total Assets in
with Advisory Fee Based on Performance |
|||||
Chris Janus |
Registered Investment Company |
| $ | | $ | |||||
Other Pooled Investment Vehicles |
| | | | ||||||
Other Accounts |
10 | $9.0 | | |
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, 2020 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, 2020 |
Total Assets in USD Millions as
of December 31,
|
# of Accounts Managed with Advisory Fee Based on Performance |
Total Assets in
with Advisory Fee Based on Performance |
|||||
Dana Erikson, CFA |
Registered Investment Company |
2 | $ 47.9 | | $ | |||||
Other Pooled Investment Vehicles |
8 | 90.8 | 2 | $ 33.3 | ||||||
Other Accounts |
8 | 474.6 | 1 | $ 31.9 |
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, 2020 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, 2020 |
Total Assets in USD Millions as
of December 31,
|
# of Accounts Managed with Advisory Fee Based on Performance |
Total Assets in
with Advisory Fee Based on Performance |
|||||
Dan Parker, CFA |
Registered Investment Company |
2 | $ 47.9 | | $ | |||||
Other Pooled Investment Vehicles |
8 | 90.8 | 2 | $ 33.3 | ||||||
Other Accounts |
8 | 474.6 | 1 | $ 31.9 |
Sub-Advisers
Schroder Investment Management North America Inc.
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, 2020 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, 2020 |
Total Assets in USD Millions as of December 31, 2020 |
# 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 |
6 | $ 1,566.5 | | $ | |||||
Other Pooled Investment Vehicles |
16 | $ 6,621.1 | 1 | $ 38.5 | ||||||
Other Accounts | 15 | $ 3,395.2 | 1 | $ 650.3 |
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, 2020 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, 2020 |
Total Assets in USD Millions as
of December 31,
|
# of Accounts Managed with Advisory Fee Based on Performance |
Total Assets in
with Advisory Fee Based on Performance |
|||||
Jeffrey Williams, CFA |
Registered Investment Company |
| $ | | $ | |||||
Other Pooled Investment Vehicles |
16 | $ 6,621.1 | 1 | $ 38.5 | ||||||
Other Accounts | 15 | $ 3,395.2 | 1 | $ 650.3 |
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, 2020 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, 2020 |
Total Assets in USD Millions as
of December 31,
|
# of Accounts Managed with Advisory Fee Based on Performance |
Total Assets in
with Advisory Fee Based on Performance |
|||||
Anthony Breaks, CFA |
Registered Investment Company |
2 | $ 123.4 | | $ | |||||
Other Pooled Investment Vehicles |
16 | $ 6,621.1 | 1 | $ 38.5 | ||||||
Other Accounts | 15 | $ 3,395.2 | 1 | $ 650.3 |
Oaktree Capital Management L.P.
Mr. Guichard 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. Guichard as of December 31, 2020 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, 2020 |
Total Assets in USD Millions as of December 31, 2020 |
# of Accounts Managed with Advisory Fee Based on Performance |
Total Assets in USD Millions with Advisory Fee Based on Performance |
|||||
Justin Guichard |
Registered Investment Company |
| $ | | $ | |||||
Other Pooled Investment Vehicles |
4 | $ 2,441.9 | 3 | $ 2,332.1 | ||||||
Other Accounts | 7 | $ 1,664.8 | 4 | $ 697.5 |
Share Ownership
The following table indicates the dollar range of securities of the Registrant owned by the Registrants portfolio managers as December 31, 2020.
Adviser
Dollar Range of Securities Owned | ||
Larry Antonatos |
None | |
Gaal Surugeon, CFA |
None | |
Chris Janus |
None | |
Dana Erikson, CFA |
Over $100,000 | |
Dan Parker, CFA |
None |
Sub-Advisers
Schroder Investment Management North America Inc
Dollar Range of Securities Owned | ||
Michelle Russell-Dowe |
None | |
Jeffrey Williams, CFA |
None | |
Anthony Breaks, CFA |
None |
Oaktree Capital Management L.P.
Dollar Range of Securities Owned | ||
Justin Guichard |
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 Funds 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 Managers 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 Advisers management fee or the Portfolio Managers 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 Managers 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 Managers 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 Managers 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 Advisers 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.
Period* |
(a)
TOTAL NUMBER OF SHARES (OR UNITS) PURCHASED |
(b)
AVERAGE PRICE PAID PER SHARE (OR UNIT) |
(c)
TOTAL NUMBER OF SHARES (OR UNITS) PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS |
(d)*
MAXIMUM NUMBER (OR APPROXIMATE DOLLAR VALUE) OF SHARES (OR UNITS) THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS |
||||||||||||
DECEMBER 1-31, 2019 |
0 | $ | 0.000 | 0 | 3,646,706 | |||||||||||
JANUARY 1-31, 2020 |
0 | 0.000 | 0 | 3,646,706 | ||||||||||||
FEBRUARY 1-29, 2020 |
0 | 0.000 | 0 | 3,646,706 | ||||||||||||
MARCH 1-31, 2020** |
0 | 0.000 | 0 | 4,489,253 | ||||||||||||
APRIL 1-30, 2020 |
0 | 0.000 | 0 | 4,489,253 | ||||||||||||
MAY 1-31, 2020 |
637,995 | 15.945 | 637,995 | 4,425,454 | ||||||||||||
JUNE 1-30, 2020 |
183,596 | 16.518 | 183,596 | 4,407,094 | ||||||||||||
JULY 1-31, 2020 |
5,533 | 16.983 | 5,533 | 4,406,541 | ||||||||||||
AUGUST 1-31, 2020 |
108,304 | 16.966 | 108,304 | 4,395,711 | ||||||||||||
SEPTEMBER 1-30, 2020 |
66,792 | 17.074 | 66,792 | 4,389,031 | ||||||||||||
OCTOBER 1-31, 2020 |
0 | 0.000 | 0 | 4,389,031 | ||||||||||||
NOVEMBER 1-30, 2020 |
0 | 0.000 | 0 | 4,389,031 | ||||||||||||
DECEMBER 1-31, 2020 |
0 | 0.000 | 0 | 4,389,031 | ||||||||||||
TOTAL |
1,002,220 |
* |
The Board has approved a share repurchase plan. Under the current share repurchase plan, 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 until December 5, 2021. The amount and timing of the repurchases will be at the discretion of the Funds management, subject to market conditions and investment considerations. The first repurchases under the share repurchase plan were initiated on May 8, 2020. All shares repurchased have been returned to the status of authorized but unissued shares. |
** |
The total number of shares issued in the Reorganization was 8,425,476. Please refer to Notes 1 and 9 of the Notes to Financial Statements for additional information regarding the Reorganization. |
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 Registrants 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 Registrants principal executive officer and principal financial officer have concluded that the Registrants 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 Registrants principal executive officer and principal financial officer are aware of no changes in the Registrants internal control over financial reporting that occurred during the Registrants second fiscal quarter of the period covered by this report that has materially affected or is reasonably likely to materially affect the Registrants internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 13. Exhibits.
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 10, 2021
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 10, 2021
By: |
/s/ Casey P. Tushaus |
|
Casey P. Tushaus | ||
Treasurer and Principal Financial Officer |
Date: March 10, 2021
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