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: June 30, 2020
Item 1. Reports to Shareholders.
Brookfield
20
20
SEMI-ANNUAL
REPORT
JUNE 30, 2020
Brookfield
Real Assets
Income Fund Inc.
* Please
see inside front cover of the report for important information regarding future delivery of shareholder
reports.
Brookfield Public Securities Group LLC (the
“Firm”) is an SEC-registered investment adviser and represents the Public Securities platform of Brookfield Asset Management. The Firm provides global listed real assets strategies including real estate equities, infrastructure and
energy infrastructure equities, multi-real-asset-class strategies and real asset debt. With over $15 billion of assets under management as of June 30, 2020, the Firm manages separate accounts, registered funds and opportunistic strategies for
institutional and individual clients, including financial institutions, public and private pension plans, insurance companies, endowments and foundations, sovereign wealth funds and high net worth investors. The Firm is a wholly owned subsidiary of
Brookfield Asset Management, a leading global alternative asset manager with approximately $550 billion of assets under management as of June 30, 2020. For more information, go to https://publicsecurities.brookfield.com/en.
Brookfield Real Assets Income Fund Inc. (the
“Fund”) is managed by Brookfield Public Securities Group LLC. The Fund uses its website as a channel of distribution of material company information. Financial and other material information regarding the Fund is routinely posted on and
accessible at https://publicsecurities.brookfield.com/en.
Beginning on January 1, 2021, as permitted by
regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the
reports will be made available on the Funds’ website (https://publicsecurities.brookfield.com/en), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder
reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically anytime by contacting your financial intermediary
(such as a broker, investment adviser, bank or trust company) or, if you are a direct investor, by calling the Fund (toll-free) at 1-855-777-8001 or by sending an e-mail request to the Fund at publicsecurities.enquiries@brookfield.com.
You may elect to receive all future reports in
paper free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you may call
1-855-777-8001 or send an email request to publicsecurities.enquiries@brookfield.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held
in your account if you invest through your financial intermediary or all funds held within the fund complex if you invest directly with a Fund.
This report is for shareholder information. This is not a
prospectus intended for use in the purchase or sale of Fund shares.
NOT
FDIC INSURED
|
MAY
LOSE VALUE
|
NOT
BANK GUARANTEED
|
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
Dear Shareholders,
We hope this letter finds you and your loved ones healthy
and safe during these challenging times. Attached please find the Semi-Annual Report for Brookfield Real Assets Income Fund Inc. (the “Fund”) for the six-month period ended June 30, 2020.
The first quarter of 2020 started strong, but conditions
quickly reversed as the COVID-19 pandemic spread worldwide. Markets unanimously declined as an unprecedented demand shock loomed over the global economy. The sell-off was unique for a few reasons. First, volatility and correlations across asset
classes hit historical highs. But more importantly, extraordinary fact patterns (social distancing, shelter-in-place, etc.) changed the way people lived their lives, which affected real assets markets in unusual ways.
The second-quarter rally was a sharp reversal from the
pain of the first quarter. How quickly markets turned and advanced was surprising, especially given the bleak economic announcements and increasing economic uncertainty. The second-quarter reversal came as central banks around the globe flooded the
global financial system with liquidity to support credit markets. Toward the end of the first half of the year, economies began to reopen, further spurring the risk-on trade across markets, despite an uptick in COVID-19 cases around the world (most
notably the U.S.).
Several real asset sectors found
themselves in the bull's-eye of COVID-19, significantly disrupting normal operations. Hotels and airports suffered from travel restrictions; and retail and entertainment real estate were impacted by similar stay-in-place measures. Healthcare real
estate was disproportionately impacted by the nature of the crisis, as the virus impacted senior housing and skilled nursing facilities. Energy infrastructure, meanwhile, was hit by dual supply and demand shocks. The virus decimated global energy
demand and the situation was further exacerbated by the fallout from Organization of the Petroleum Exporting Countries/Russia negotiations on production.
At the same time, there were a number of beneficiaries
across the real asset universe, where near- and medium-term fundamental tailwinds emerged as a result of social distancing, work from home, etc. Communications infrastructure was a standout performer from increased data needs as activities like work
and school shifted to the home. Similarly, data center stocks outperformed on increasing demand for cloud computing. Industrial real estate also benefitted as the shift from in-store buying to e-commerce accelerated during lockdowns.
As a result of the wide dispersion of returns across our
subsectors, we believe tremendous opportunities have been created for an active and flexible approach to listed real assets. Today we think some of the best long-term investment opportunities are in deep-value sectors and securities that are facing
near-term operational challenges. We are managing our risk accordingly, however, as we are cognizant that the difficult backdrop could continue for some time.
We typically manage our portfolios with a value bias, but
are currently balancing this exposure with a heightened focus on quality, favoring companies that have more visibility into near-term cash flows. As we gain more clarity around the pandemic, we foresee beaten-down and unloved corners of our universe
presenting a more attractive risk-reward proposition. And despite the challenging operating environment, we maintain our view that a strategic allocation to real assets provides investors with access to long-term, attractive income profiles, capital
appreciation driven by global growth and diversification benefits.
In addition to performance information, this report provides
the Fund’s unaudited financial statements as of June 30, 2020.
Letter to Shareholders (continued)
We welcome your questions and comments, and encourage you
to contact our Investor Relations team at 1-855-777-8001 or visit us at https://publicsecurities.brookfield.com/en for more information on this report or our recent webinar. Thank you for your support.
Sincerely,
Brian F. Hurley
President
Brookfield Real Assets Income Fund Inc.
David W. Levi, CFA
Chief Executive Officer
Brookfield Public Securities Group LLC
Past performance is no guarantee of future
results.
These views represent the
opinions of Brookfield Public Securities Group LLC and are not intended to predict or depict the performance of any investment. These views are primarily as of the close of business on June 30, 2020 and subject to change based on subsequent
developments.
Investing involves risk;
Principal loss is possible.
2Brookfield
Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Portfolio Characteristics (Unaudited)
June 30, 2020
PORTFOLIO
STATISTICS
|
|
Annualized
distribution rate1
|
14.33%
|
Weighted
average coupon
|
4.11%
|
Weighted
average life
|
5.51
years
|
Percentage
of leveraged assets
|
25.63%
|
Total
number of holdings
|
329
|
ASSET
ALLOCATION2
|
|
Corporate
Credit
|
|
—
Real Estate
|
13.1%
|
—
Infrastructure
|
20.9%
|
—
Natural Resources
|
5.8%
|
Total
Corporate Credit
|
39.8%
|
Securitized
Credit
|
|
—
Residential Mortgage-Backed Securities
|
21.4%
|
—
Commercial Mortgage-Backed Securities
|
3.7%
|
—
Other
|
3.5%
|
Total
Securitized Credit
|
28.6%
|
Real
Asset Equities
|
|
—
Real Estate
|
9.1%
|
—
Infrastructure
|
19.3%
|
Total
Real Asset Equities
|
28.4%
|
Term
Loans
|
1.2%
|
Money
Market Fund
|
2.0%
|
Total
|
100.0%
|
FIXED
INCOME ASSETS BY CREDIT RATING3
|
|
BBB
and Above
|
23.3%
|
BB
|
34.6%
|
B
|
8.1%
|
CCC
and Below
|
15.1%
|
Unrated
|
18.9%
|
Total
|
100.0%
|
1 The distribution rate referenced above is calculated as the annualized amount of the most recent monthly
distribution declared divided by the June 30, 2020 stock price. This calculation does not include any non-income items such as loan proceeds or borrowings. The Fund estimates that it has distributed more than its net investment income and net
realized capital gains; therefore, a portion of your distribution may be a return of capital. Year-to-date through June 30, 2020, the Fund estimates that approximately 61.42% of its distributions are a return of capital.
2 Percentages are based on total market value of investments.
3 Percentages are based on total market value of fixed income securities
Brookfield Real Assets Income Fund Inc.
Schedule of
Investments (Unaudited)
June 30, 2020
|
|
|
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
|
|
|
$
71
|
$
81,050
|
Total
U.S. Government Agency Collateralized Mortgage Obligations
|
|
|
|
81,050
|
U.S.
Government Agency Pass-Through Certificates – 0.3%
|
|
|
|
Federal
Home Loan Mortgage Corporation
|
|
|
|
|
Pool C69047, 7.00%, 06/01/32
|
|
|
155
|
180,204
|
Pool C56878, 8.00%, 08/01/31
|
|
|
40
|
40,554
|
Pool C58516, 8.00%, 09/01/31
|
|
|
32
|
32,605
|
Pool C59641, 8.00%, 10/01/31
|
|
|
60
|
63,273
|
Pool C55166, 8.50%, 07/01/31
|
|
|
82
|
86,700
|
Pool C55167, 8.50%, 07/01/31
|
|
|
49
|
50,014
|
Pool C55169, 8.50%, 07/01/31
|
|
|
50
|
51,138
|
Pool G01466, 9.50%, 12/01/22
|
|
|
1
|
1,210
|
Federal
National Mortgage Association
|
|
|
|
|
Pool 761836, 6.00%, 06/01/33
|
|
|
183
|
203,169
|
Pool 948362, 6.50%, 08/01/37
|
|
|
20
|
22,762
|
Pool 645912, 7.00%, 06/01/32
|
|
|
167
|
192,317
|
Pool 645913, 7.00%, 06/01/32
|
|
|
230
|
267,489
|
Pool 650131, 7.00%, 07/01/32
|
|
|
221
|
257,095
|
Pool 827853, 7.50%, 10/01/29
|
|
|
19
|
19,029
|
Pool 545990, 7.50%, 04/01/31
|
|
|
221
|
251,914
|
Pool 255053, 7.50%, 12/01/33
|
|
|
48
|
55,327
|
Pool 735576, 7.50%, 11/01/34
|
|
|
215
|
253,727
|
Pool 896391, 7.50%, 06/01/36
|
|
|
80
|
84,057
|
Pool 735800, 8.00%, 01/01/35
|
|
|
189
|
228,758
|
Pool 636449, 8.50%, 04/01/32
|
|
|
201
|
232,425
|
Pool 458132, 8.78%, 03/15/31
|
|
|
47
|
49,625
|
Pool 545436, 9.00%, 10/01/31
|
|
|
149
|
180,525
|
Total
U.S. Government Agency Pass-Through Certificates
|
|
|
|
2,803,917
|
Total U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost
$2,585,672)
|
|
|
|
2,884,967
|
SECURITIZED
CREDIT – 38.1%
|
|
|
|
Commercial
Mortgage-Backed Securities – 5.0%
|
|
|
|
Class
B Notes
|
|
|
|
|
Moreland Avenue, 9.23%, 11/01/20 (Acquired 11/16/15, Cost $218,049)
(f),(l),(p)
|
|
|
218
|
217,115
|
Browns Bridge, 9.50%, 11/01/20 (Acquired 10/28/15, Cost $118,000)
(f),(l),(p)
|
|
|
118
|
117,677
|
Fayetteville, 9.50%, 11/01/20 (Acquired 10/28/15, Cost $28,444)
(f),(l),(p)
|
|
|
28
|
28,505
|
Marshalls, 9.50%, 11/01/20 (Acquired 10/28/15, Cost $364,298)
(f),(l),(p)
|
|
|
364
|
365,022
|
North River, 9.50%, 11/01/20 (Acquired 10/28/15, Cost $186,154)
(f),(l),(p)
|
|
|
186
|
186,871
|
Town and Country, 9.50%, 11/01/20 (Acquired 10/28/15, Cost $483,175)
(f),(l),(p)
|
|
|
483
|
482,457
|
St. Louis Holiday Inn, 10.08%, 12/31/21 (Acquired 06/25/15, Cost $1,940,398)
(f),(l),(p)
|
|
|
1,940
|
1,770,900
|
Hilton
USA Trust
|
|
|
|
|
Series 2016-HHV, Class E, 4.33%, 11/05/38
(e),(v)
|
|
|
20,000
|
17,401,440
|
JP
Morgan Chase Commercial Mortgage Securities Trust
|
|
|
|
|
Series 2008-C2, Class AM, 7.02%, 02/12/51
(v)
|
|
|
6,503
|
4,220,967
|
See Notes to Financial Statements.
4Brookfield
Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Principal
Amount
(000s)
|
Value
|
SECURITIZED
CREDIT (continued)
|
|
|
|
Morgan
Stanley Capital I Trust
|
|
|
|
|
Series 2007-T25, Class AJ, 5.57%, 11/12/49
(v)
|
|
|
$
5,820
|
$
5,874,984
|
Series 2007-T27, Class AJ, 6.21%, 06/11/42
(v)
|
|
|
2,189
|
2,193,230
|
Soundview
Home Equity Loan Trust
|
|
|
|
|
Series 2006-EQ1, Class A3, 0.34% (1 Month LIBOR USD + 0.16%), 10/25/36
(r),(s),(v)
|
|
|
8,414
|
8,330,733
|
Total
Commercial Mortgage-Backed Securities
|
|
|
|
41,189,901
|
Interest-Only
Securities – 0.5%
|
|
|
|
Government
National Mortgage Association
|
|
|
|
|
Series 2010-132, Class IO, 0.41%, 11/16/52
(v)
|
|
|
989
|
43,480
|
JP
Morgan Mortgage Trust
|
|
|
|
|
Series 2015-4, Class 2X1, 0.28%, 06/25/45
(e),(v)
|
|
|
74,800
|
723,543
|
Series 2014-5, Class AX4, 0.46%, 10/25/29
(e),(v)
|
|
|
7,144
|
51,232
|
Vendee
Mortgage Trust
|
|
|
|
|
Series 1997-2, Class IO, 0.00%, 06/15/27
(v)
|
|
|
4,290
|
4
|
Voyager
CNTYW Delaware Trust
|
|
|
|
|
Series 2009-1, Class 3QB1, 16.43%, 03/16/30
(e),(v)
|
|
|
3,143
|
2,875,209
|
Total
Interest-Only Securities
|
|
|
|
3,693,468
|
Other
– 3.9%
|
|
|
|
GMACM
Home Equity Loan Trust
|
|
|
|
|
Series 2005-HE3, Class A2, 0.68% (1 Month LIBOR USD + 0.50%), 02/25/36
(s),(v)
|
|
|
1,300
|
1,243,103
|
Series 2005-HE3, Class A1VN, 0.68% (1 Month LIBOR USD + 0.50%), 02/25/36
(s),(v)
|
|
|
1,165
|
1,092,760
|
Series 2007-HE2, Class A2, 6.05%, 12/25/37
(v)
|
|
|
939
|
951,478
|
Series 2007-HE2, Class A3, 6.19%, 12/25/37
(v)
|
|
|
1,809
|
1,838,847
|
GMACM
Home Loan Trust
|
|
|
|
|
Series 2006-HLTV, Class A5, 6.51%, 10/25/29
(s)
|
|
|
305
|
305,807
|
Irwin
Home Equity Loan Trust
|
|
|
|
|
Series 2006-1, Class 2A3, 6.27%, 09/25/35
(e),(s)
|
|
|
1,336
|
1,383,063
|
Lehman
ABS Manufactured Housing Contract Trust
|
|
|
|
|
Series 2001-B, Class M1, 6.63%, 04/15/40
(v)
|
|
|
7,979
|
8,428,972
|
Mid-State
Capital Corporation Trust
|
|
|
|
|
Series 2004-1, Class M1, 6.50%, 08/15/37
|
|
|
1,924
|
2,004,696
|
Series 2004-1, Class M2, 8.11%, 08/15/37
|
|
|
1,586
|
1,749,597
|
Series 2004-1, Class B, 8.90%, 08/15/37
|
|
|
481
|
533,023
|
Mid-State
Trust X
|
|
|
|
|
Series 10, Class B, 7.54%, 02/15/36
|
|
|
2,956
|
3,207,711
|
Oakwood
Mortgage Investors, Inc.
|
|
|
|
|
Series 2001-E, Class A4, 6.81%, 12/15/31
|
|
|
4,536
|
4,655,648
|
Series 2001-D, Class A4, 6.93%, 09/15/31
(v)
|
|
|
675
|
531,457
|
SFAVE
Commercial Mortgage Securities Trust
|
|
|
|
|
Series 2015-5AVE, Class D, 4.53%, 01/05/43
(e),(v)
|
|
|
4,750
|
3,456,863
|
VOLT
LXIV LLC
|
|
|
|
|
Series 2017-NP11, Class A1, 3.38%, 10/25/47
(e),(s)
|
|
|
1,322
|
1,321,344
|
Total
Other
|
|
|
|
32,704,369
|
Residential
Mortgage-Backed Securities – 28.7%
|
|
|
|
Alternative
Loan Trust
|
|
|
|
|
Series 2007-OA3, Class 1A1, 0.32% (1 Month LIBOR USD + 0.14%), 04/25/47
(s),(v)
|
|
|
10,251
|
9,016,083
|
Series 2007-HY6, Class A1, 0.39% (1 Month LIBOR USD + 0.21%), 08/25/47
(s),(v)
|
|
|
3,247
|
2,831,250
|
See Notes to Financial Statements.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Principal
Amount
(000s)
|
Value
|
SECURITIZED
CREDIT (continued)
|
|
|
|
Series 2007-2CB, Class 2A11, 0.58% (1 Month LIBOR USD + 0.40%), 03/25/37
(v)
|
|
|
$
3,470
|
$
1,642,780
|
Series 2005-10CB, Class 1A1, 0.68% (1 Month LIBOR USD + 0.50%), 05/25/35
(v)
|
|
|
2,143
|
1,685,290
|
Series 2007-16CB, Class 4A5, 0.68% (1 Month LIBOR USD + 0.50%), 08/25/37
(v)
|
|
|
6,179
|
4,498,772
|
Series 2005-51, Class 4A1, 0.83% (1 Month LIBOR USD + 0.64%), 11/20/35
(s),(v)
|
|
|
2,167
|
1,896,001
|
Series 2006-19CB, Class A9, 0.88% (1 Month LIBOR USD + 0.70%), 08/25/36
(v)
|
|
|
2,705
|
1,508,659
|
Series 2005-84, Class 2A1, 3.68%, 02/25/36
(v)
|
|
|
18,723
|
16,918,167
|
Series 2007-12T1, Class A22, 5.75%, 06/25/37
|
|
|
2,223
|
1,563,635
|
Series 2007-15CB, Class A5, 5.75%, 07/25/37
|
|
|
1,157
|
959,456
|
Series 2007-15CB, Class A2, 5.75%, 07/25/37
|
|
|
1,257
|
1,042,342
|
Series 2006-29T1, Class 2A5, 6.00%, 10/25/36
|
|
|
1,618
|
1,307,262
|
Series 2006-41CB, Class 1A7, 6.00%, 01/25/37
|
|
|
1,417
|
1,133,078
|
Series 2006-45T1, Class 2A5, 6.00%, 02/25/37
|
|
|
2,691
|
2,040,872
|
Series 2006-29T1, Class 2A6, 6.50%, 10/25/36
|
|
|
2,539
|
2,140,548
|
Series 2006-23CB, Class 2A7, 27.66% (1 Month LIBOR USD + 28.40%), 08/25/36
(i),(v)
|
|
|
1,390
|
2,210,806
|
Series 2006-29T1, Class 3A3, 76.53% (1 Month LIBOR USD + 78.40%), 10/25/36
(i),(v)
|
|
|
671
|
2,512,932
|
BCAP
LLC Trust
|
|
|
|
|
Series 2010-RR5, Class 5A10, 0.83% (1 Month LIBOR USD + 0.33%), 11/26/35
(e),(v)
|
|
|
4,374
|
3,895,272
|
Series 2010-RR6, Class 1910, 0.88% (1 Month LIBOR USD + 0.33%), 11/26/35
(e),(s),(v)
|
|
|
5,516
|
4,889,234
|
Series 2012-RR4, Class 5A6, 3.59%, 05/26/36
(e),(v)
|
|
|
7,799
|
6,726,718
|
Series 2013-RR2, Class 3A2, 4.07%, 03/26/36
(e),(v)
|
|
|
2,811
|
2,551,121
|
Chase
Mortgage Finance Trust
|
|
|
|
|
Series 2005-A2, Class 3A2, 3.60%, 01/25/36
(v)
|
|
|
1,487
|
1,290,772
|
Series 2007-A1, Class 11M1, 3.65%, 03/25/37
(v)
|
|
|
3,444
|
3,249,995
|
CHL
Mortgage Pass-Through Trust
|
|
|
|
|
Series 2006-20, Class 1A18, 0.83% (1 Month LIBOR USD + 0.65%), 02/25/37
(v)
|
|
|
5,352
|
2,457,823
|
Series 2007-5, Class A29, 5.50%, 05/25/37
|
|
|
255
|
187,303
|
Series 2004-21, Class A10, 6.00%, 11/25/34
|
|
|
84
|
88,167
|
Series 2007-18, Class 1A1, 6.00%, 11/25/37
|
|
|
352
|
280,528
|
Citicorp
Mortgage Securities Trust
|
|
|
|
|
Series 2006-5, Class IA11, 1.08% (1 Month LIBOR USD + 0.90%), 10/25/36
(v)
|
|
|
645
|
530,759
|
Citigroup
Mortgage Loan Trust
|
|
|
|
|
Series 2009-11, Class 8A2, 3.52%, 04/25/45
(e),(v)
|
|
|
3,244
|
3,009,520
|
Series 2012-6, Class 2A2, 3.60%, 08/25/36
(e),(v)
|
|
|
10,268
|
9,722,966
|
Series 2007-AR5, Class 1A2A, 4.00%, 04/25/37
(v)
|
|
|
1,053
|
964,168
|
Series 2009-6, Class 19A2, 6.00%, 03/25/36
(e),(v)
|
|
|
2,936
|
2,741,625
|
Series 2009-8, Class 2A2, 6.10%, 04/25/37
(e),(v)
|
|
|
5,921
|
4,470,369
|
Countrywide
Asset-Backed Certificates
|
|
|
|
|
Series 2006-13, Class 1AF4, 4.24%, 01/25/37
(v)
|
|
|
3,555
|
3,562,041
|
Credit
Suisse Mortgage Trust
|
|
|
|
|
Series 2011-10R, Class 3A2, 4.77%, 09/27/36
(e),(v)
|
|
|
2,521
|
2,276,051
|
First
Horizon Alternative Mortgage Securities Trust
|
|
|
|
|
Series 2005-FA8, Class 1A6, 0.83% (1 Month LIBOR USD + 0.65%), 11/25/35
(v)
|
|
|
1,834
|
875,324
|
GSAMP
Trust
|
|
|
|
|
Series 2006-NC2, Class A2C, 0.33% (1 Month LIBOR USD + 0.15%), 06/25/36
(s),(v)
|
|
|
617
|
395,093
|
GSR
Mortgage Loan Trust
|
|
|
|
|
Series 2007-1F, Class 4A1, 0.48% (1 Month LIBOR USD + 0.30%), 01/25/37
(v)
|
|
|
7,696
|
2,131,252
|
Home
Equity Asset Trust
|
|
|
|
|
Series 2006-7, Class 2A3, 0.33% (1 Month LIBOR USD + 0.15%), 01/25/37
(s),(v)
|
|
|
6,838
|
5,933,644
|
See Notes to Financial Statements.
6Brookfield
Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Principal
Amount
(000s)
|
Value
|
SECURITIZED
CREDIT (continued)
|
|
|
|
IndyMac
INDA Mortgage Loan Trust
|
|
|
|
|
Series 2007-AR1, Class 1A1, 3.68%, 03/25/37
(v)
|
|
|
$
1,217
|
$
1,098,227
|
Series 2007-AR3, Class 1A1, 3.74%, 07/25/37
(v)
|
|
|
2,438
|
2,162,629
|
IXIS
Real Estate Capital Trust
|
|
|
|
|
Series 2007-HE1, Class A1, 0.24% (1 Month LIBOR USD + 0.06%), 05/25/37
(s),(v)
|
|
|
2,785
|
835,641
|
Series 2006-HE3, Class A2, 0.28% (1 Month LIBOR USD + 0.10%), 01/25/37
(s),(v)
|
|
|
767
|
342,740
|
Series 2007-HE1, Class A2, 0.29% (1 Month LIBOR USD + 0.11%), 05/25/37
(s),(v)
|
|
|
4,433
|
1,350,337
|
Series 2006-HE2, Class A3, 0.34% (1 Month LIBOR USD + 0.16%), 08/25/36
(s),(v)
|
|
|
14,520
|
5,052,826
|
Series 2007-HE1, Class A3, 0.34% (1 Month LIBOR USD + 0.16%), 05/25/37
(s),(v)
|
|
|
1,367
|
422,451
|
Series 2007-HE1, Class A4, 0.41% (1 Month LIBOR USD + 0.23%), 05/25/37
(s),(v)
|
|
|
2,592
|
817,283
|
Series 2006-HE1, Class A4, 0.78% (1 Month LIBOR USD + 0.60%), 03/25/36
(s),(v)
|
|
|
505
|
281,575
|
JP
Morgan Mortgage Trust
|
|
|
|
|
Series 2007-A2, Class 3A2, 3.53%, 04/25/37
(v)
|
|
|
7,912
|
6,550,267
|
Series 2003-A2, Class B4, 3.54%, 11/25/33
(v)
|
|
|
73
|
1
|
Series 2003-A1, Class B4, 3.60%, 10/25/33
(v)
|
|
|
104
|
92,329
|
MASTR
Asset Backed Securities Trust
|
|
|
|
|
Series 2006-NC3, Class A3, 0.28% (1 Month LIBOR USD + 0.10%), 10/25/36
(s),(v)
|
|
|
3,399
|
1,876,136
|
Series 2006-NC2, Class A4, 0.33% (1 Month LIBOR USD + 0.15%), 08/25/36
(s),(v)
|
|
|
9,277
|
4,681,785
|
Series 2006-NC3, Class A4, 0.34% (1 Month LIBOR USD + 0.16%), 10/25/36
(s),(v)
|
|
|
5,734
|
3,211,898
|
Series 2006-HE5, Class A3, 0.34% (1 Month LIBOR USD + 0.16%), 11/25/36
(s),(v)
|
|
|
13,567
|
9,503,416
|
Series 2006-NC2, Class A5, 0.42% (1 Month LIBOR USD + 0.24%), 08/25/36
(s),(v)
|
|
|
458
|
237,307
|
Series 2005-NC2, Class A4, 0.88% (1 Month LIBOR USD + 0.70%), 11/25/35
(s),(v)
|
|
|
9,152
|
6,525,235
|
Nomura
Resecuritization Trust
|
|
|
|
|
Series 2014-1R, Class 2A11, 0.43% (1 Month LIBOR USD + 0.13%), 02/26/37
(e),(v)
|
|
|
31,682
|
23,572,362
|
Series 2015-11R, Class 4A5, 3.15%, 06/26/37
(e),(v)
|
|
|
2,938
|
2,053,242
|
Series 2015-1R, Class 3A7, 3.75%, 03/26/37
(e),(v)
|
|
|
5,627
|
4,256,365
|
Series 2014-2R, Class 1A7, 3.87%, 01/26/36
(e),(v)
|
|
|
3,069
|
2,967,364
|
Series 2015-1R, Class 4A7, 4.39%, 12/26/37
(e),(v)
|
|
|
2,334
|
2,085,830
|
Series 2015-6R, Class 2A4, 6.00%, 01/26/37
(e),(v)
|
|
|
14,642
|
11,566,221
|
Option
One Mortgage Loan Trust
|
|
|
|
|
Series 2007-FXD1, Class 3A6, 5.66%, 01/25/37
(s)
|
|
|
432
|
427,817
|
RALI
Trust
|
|
|
|
|
Series 2007-QO3, Class A1, 0.34% (1 Month LIBOR USD + 0.16%), 03/25/47
(s),(v)
|
|
|
2,073
|
1,853,252
|
Series 2006-QO7, Class 2A1, 2.35% (12 Month U.S. Treasury Average + 0.85%), 09/25/46
(v)
|
|
|
8,665
|
7,577,293
|
Series 2006-QS14, Class A30, 78.85% (1 Month LIBOR USD + 81.25%), 11/25/36
(i),(v)
|
|
|
84
|
289,125
|
Residential
Asset Securitization Trust
|
|
|
|
|
Series 2005-A13, Class 1A1, 0.88% (1 Month LIBOR USD + 0.70%), 10/25/35
(v)
|
|
|
4,231
|
3,144,459
|
RFMSI
Trust
|
|
|
|
|
Series 2007-S3, Class 1A5, 5.50%, 03/25/37
|
|
|
1,922
|
1,660,533
|
Securitized
Asset Backed Receivables LLC Trust
|
|
|
|
|
Series 2006-NC3, Class A2B, 0.33% (1 Month LIBOR USD + 0.15%), 09/25/36
(s),(v)
|
|
|
6,392
|
2,785,156
|
Series 2007-NC1, Class A2B, 0.33% (1 Month LIBOR USD + 0.15%), 12/25/36
(s),(v)
|
|
|
4,294
|
2,702,208
|
Washington
Mutual Mortgage Pass-Through Certificates Trust
|
|
|
|
|
Series 2007-OA1, Class A1A, 2.20% (12 Month U.S. Treasury Average + 0.70%), 02/25/47
(v)
|
|
|
2,645
|
2,346,357
|
Series 2007-HY5, Class 1A1, 3.21%, 05/25/37
(v)
|
|
|
2,778
|
2,544,985
|
Series 2007-HY5, Class 3A1, 3.57%, 05/25/37
(v)
|
|
|
1,475
|
1,368,331
|
See Notes to Financial Statements.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Principal
Amount
(000s)
|
Value
|
SECURITIZED
CREDIT (continued)
|
|
|
|
Wells
Fargo Mortgage Backed Securities Trust
|
|
|
|
|
Series 2006-AR5, Class 1A1, 4.03%, 04/25/36
(v)
|
|
|
$
3,206
|
$
3,037,831
|
Total
Residential Mortgage-Backed Securities
|
|
|
|
238,418,492
|
Total SECURITIZED CREDIT
(Cost
$358,715,087)
|
|
|
|
316,006,230
|
CORPORATE
CREDIT – 53.3%
|
|
|
|
Automotive
– 0.0%
|
|
|
|
Motors Liquidation Co., 0.00%, 07/15/33
(f),(l),(n)
|
|
|
8,250
|
825
|
Basic
Industrial – 1.3%
|
|
|
|
Cascades, Inc., 5.38%, 01/15/28
(e),(c),(u)
|
|
|
4,400
|
4,466,000
|
INEOS Group Holdings SA, 5.63%, 08/01/24
(e),(r),(u)
|
|
|
6,450
|
6,238,569
|
Total
Basic Industrial
|
|
|
|
10,704,569
|
Construction
& Building Materials – 5.8%
|
|
|
|
Boise Cascade Co., 5.63%, 09/01/24
(e),(c)
|
|
|
4,350
|
4,382,625
|
Lennar Corp., 4.75%, 11/29/27
(c)
|
|
|
6,675
|
7,242,375
|
M/I Homes, Inc., 4.95%, 02/01/28
(c)
|
|
|
7,025
|
6,981,094
|
Meritage Homes Corp., 5.13%, 06/06/27
(c)
|
|
|
6,500
|
6,695,000
|
PulteGroup, Inc., 5.00%, 01/15/27
(c)
|
|
|
7,100
|
7,597,000
|
Taylor Morrison Communities, Inc., 5.63%, 03/01/24
(e)
|
|
|
2,832
|
2,902,800
|
Taylor Morrison Communities, Inc., 5.88%, 06/15/27
(e),(c),(r)
|
|
|
4,625
|
4,790,298
|
Toll Brothers Finance Corp., 4.35%, 02/15/28
(c)
|
|
|
7,375
|
7,651,562
|
Total
Construction & Building Materials
|
|
|
|
48,242,754
|
Diversified
– 0.5%
|
|
|
|
Five Point Operating Company LP, 7.88%, 11/15/25
(e),(c)
|
|
|
4,750
|
4,488,750
|
Energy
– 2.9%
|
|
|
|
Cenovus Energy, Inc., 4.25%, 04/15/27
(u)
|
|
|
750
|
679,267
|
EP Energy LLC, 6.38%, 06/15/23
(d)
|
|
|
2,385
|
239
|
EQT Corp., 7.00%, 02/01/30
(r)
|
|
|
3,357
|
3,457,516
|
Indigo Natural Resources LLC, 6.88%, 02/15/26
(e)
|
|
|
677
|
629,810
|
MEG Energy Corp., 6.50%, 01/15/25
(e),(u)
|
|
|
1,450
|
1,353,024
|
Occidental Petroleum Corp., 3.50%, 08/15/29
(r)
|
|
|
11,300
|
8,267,080
|
Occidental Petroleum Corp., 8.88%, 07/15/30
|
|
|
2,052
|
2,049,435
|
Parsley Energy LLC, 4.13%, 02/15/28
(e)
|
|
|
1,475
|
1,334,875
|
Parsley Energy LLC, 5.63%, 10/15/27
(e),(c)
|
|
|
4,975
|
4,900,375
|
WPX Energy, Inc., 4.50%, 01/15/30
|
|
|
1,500
|
1,320,000
|
Total
Energy
|
|
|
|
23,991,621
|
Financial
Services – 0.9%
|
|
|
|
Ambac LSNI LLC, 6.00%, 02/12/23 (3 Month LIBOR USD + 5.00%)
(e),(u),(v)
|
|
|
7,465
|
7,371,634
|
Health
Facilities – 2.4%
|
|
|
|
HCA, Inc., 5.25%, 06/15/26
(c)
|
|
|
11,000
|
12,708,549
|
Tenet Healthcare Corp., 4.88%, 01/01/26
(e),(c)
|
|
|
6,975
|
6,791,906
|
Total
Health Facilities
|
|
|
|
19,500,455
|
Infrastructure
Services – 2.1%
|
|
|
|
Ashtead Capital, Inc., 4.25%, 11/01/29
(e),(c),(u)
|
|
|
4,600
|
4,600,000
|
See Notes to Financial Statements.
8Brookfield
Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Principal
Amount
(000s)
|
Value
|
CORPORATE
CREDIT (continued)
|
|
|
|
Terex Corp., 5.63%, 02/01/25
(e),(c),(r)
|
|
|
$
5,125
|
$
4,663,750
|
United Rentals North America, Inc., 5.50%, 05/15/27
(r)
|
|
|
7,950
|
8,188,500
|
Total
Infrastructure Services
|
|
|
|
17,452,250
|
Leisure
– 3.9%
|
|
|
|
Boyd Gaming Corp., 6.38%, 04/01/26
(c)
|
|
|
4,600
|
4,370,000
|
Cedar Fair LP, 5.25%, 07/15/29
(e),(r)
|
|
|
4,415
|
3,995,575
|
GLP Capital LP, 5.38%, 04/15/26
(c)
|
|
|
7,400
|
8,085,166
|
GLP Capital LP, 5.75%, 06/01/28
|
|
|
475
|
523,307
|
MGM Growth Properties Operating Partnership LP, 4.50%, 01/15/28
(c)
|
|
|
9,000
|
8,550,000
|
VICI Properties LP, 4.63%, 12/01/29
(e),(c)
|
|
|
6,950
|
6,776,250
|
Total
Leisure
|
|
|
|
32,300,298
|
Media
– 3.6%
|
|
|
|
CCO Holdings LLC, 4.75%, 03/01/30
(e),(c)
|
|
|
14,100
|
14,426,979
|
CSC Holdings LLC, 5.50%, 04/15/27
(e),(c)
|
|
|
9,800
|
10,196,900
|
CSC Holdings LLC, 10.88%, 10/15/25
(e),(c)
|
|
|
5,128
|
5,512,600
|
Total
Media
|
|
|
|
30,136,479
|
Metals
& Mining – 3.5%
|
|
|
|
Alcoa Nederland Holding BV, 7.00%, 09/30/26
(e),(c),(r)
|
|
|
8,625
|
8,840,625
|
ArcelorMittal SA, 6.13%, 06/01/25
(u)
|
|
|
6,075
|
6,592,814
|
ArcelorMittal SA, 7.00%, 03/01/41
(c),(u)
|
|
|
3,475
|
4,064,186
|
Kinross Gold Corp., 4.50%, 07/15/27
(u)
|
|
|
9,000
|
9,816,671
|
Total
Metals & Mining
|
|
|
|
29,314,296
|
Oil
Gas Transportation & Distribution – 10.8%
|
|
|
|
Antero Midstream Partners LP, 5.38%, 09/15/24
(c)
|
|
|
5,825
|
4,962,842
|
Buckeye Partners LP, 4.13%, 12/01/27
(c)
|
|
|
2,750
|
2,619,375
|
Crestwood Midstream Partners LP, 6.25%, 04/01/23
(c)
|
|
|
5,000
|
4,450,000
|
Enable Midstream Partners LP, 4.15%, 09/15/29
|
|
|
14,508
|
12,723,764
|
Energy Transfer Operating LP, 3.75%, 05/15/30
|
|
|
875
|
869,097
|
Energy Transfer Operating LP, 4.75%, 01/15/26
|
|
|
4,762
|
5,169,905
|
EnLink Midstream LLC, 5.38%, 06/01/29
(c)
|
|
|
8,245
|
6,183,750
|
Genesis Energy LP, 6.50%, 10/01/25
(c)
|
|
|
8,825
|
7,545,375
|
Global Partners LP, 7.00%, 08/01/27
(c)
|
|
|
2,750
|
2,543,750
|
Holly Energy Partners LP, 5.00%, 02/01/28
(e),(c)
|
|
|
5,327
|
5,073,967
|
ONEOK, Inc., 3.10%, 03/15/30
|
|
|
5,006
|
4,789,522
|
Parkland Corp., 6.00%, 04/01/26
(e),(c),(u)
|
|
|
3,842
|
3,938,050
|
Phillips 66 Partners LP, 3.15%, 12/15/29
(r)
|
|
|
2,193
|
2,245,230
|
Phillips 66 Partners LP, 3.75%, 03/01/28
(c)
|
|
|
648
|
691,670
|
Plains All American Pipeline LP, 3.55%, 12/15/29
|
|
|
5,500
|
5,358,403
|
Targa Pipeline Partners LP, 5.88%, 08/01/23
(c)
|
|
|
5,725
|
5,309,937
|
Targa Resources Partners LP, 5.25%, 05/01/23
(r)
|
|
|
5,000
|
4,875,000
|
Targa Resources Partners LP, 5.38%, 02/01/27
(c)
|
|
|
2,300
|
2,219,500
|
The Williams Companies, Inc., 3.75%, 06/15/27
|
|
|
648
|
693,758
|
Western Midstream Operating LP, 3.10%, 02/01/25
|
|
|
4,900
|
4,642,750
|
Western Midstream Operating LP, 4.05%, 02/01/30
|
|
|
2,850
|
2,743,381
|
Total
Oil Gas Transportation & Distribution
|
|
|
|
89,649,026
|
See Notes to Financial Statements.
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Principal
Amount
(000s)
|
Value
|
CORPORATE
CREDIT (continued)
|
|
|
|
Real
Estate – 4.1%
|
|
|
|
American Homes 4 Rent LP, 4.25%, 02/15/28
|
|
|
$
7,375
|
$
7,887,190
|
iStar, Inc., 4.25%, 08/01/25
(c)
|
|
|
2,981
|
2,697,839
|
iStar, Inc., 4.75%, 10/01/24
(c)
|
|
|
1,000
|
933,750
|
iStar, Inc., 5.25%, 09/15/22
(c)
|
|
|
3,601
|
3,493,273
|
Lamar Media Corp., 5.75%, 02/01/26
(c)
|
|
|
6,375
|
6,576,577
|
Service Properties Trust, 4.95%, 02/15/27
(c)
|
|
|
4,927
|
4,323,999
|
Starwood Property Trust, Inc., 4.75%, 03/15/25
(c)
|
|
|
8,700
|
7,917,000
|
Total
Real Estate
|
|
|
|
33,829,628
|
Telecommunication
Services – 7.3%
|
|
|
|
American Tower Corp., 3.60%, 01/15/28
(c)
|
|
|
7,529
|
8,400,009
|
Crown Castle International Corp., 3.80%, 02/15/28
(c)
|
|
|
8,975
|
10,087,869
|
Digital Realty Trust LP, 3.60%, 07/01/29
(c)
|
|
|
1,125
|
1,291,605
|
Digital Realty Trust LP, 3.70%, 08/15/27
(r)
|
|
|
6,809
|
7,767,765
|
Equinix, Inc., 5.38%, 05/15/27
(c)
|
|
|
8,900
|
9,709,900
|
Level 3 Financing, Inc., 4.63%, 09/15/27
(e),(c)
|
|
|
9,000
|
9,067,500
|
SBA Communications Corp., 4.88%, 09/01/24
(c)
|
|
|
7,025
|
7,191,844
|
T-Mobile USA, Inc., 4.75%, 02/01/28
(c)
|
|
|
4,575
|
4,833,030
|
Zayo Group Holdings, Inc., 4.00%, 03/01/27
(e)
|
|
|
2,300
|
2,188,588
|
Total
Telecommunication Services
|
|
|
|
60,538,110
|
Transportation
– 0.3%
|
|
|
|
Watco Companies LLC, 6.50%, 06/15/27
(e)
|
|
|
2,464
|
2,524,565
|
Utility
– 3.9%
|
|
|
|
AES Corp., 6.00%, 05/15/26
(r)
|
|
|
2,275
|
2,363,156
|
Calpine Corp., 5.75%, 01/15/25
(c)
|
|
|
2,119
|
2,139,745
|
Emera, Inc., 6.75%, 06/15/76
(c),(u),(v)
|
|
|
9,600
|
10,382,496
|
NRG Energy, Inc., 6.63%, 01/15/27
(c)
|
|
|
6,875
|
7,175,781
|
Pattern Energy Group, Inc., 5.88%, 02/01/24
(e),(c)
|
|
|
7,550
|
7,587,750
|
Southwestern Energy Co., 6.20%, 01/23/25
|
|
|
1,525
|
1,305,781
|
Talen Energy Supply LLC, 6.63%, 01/15/28
(e),(r)
|
|
|
1,325
|
1,296,844
|
Total
Utility
|
|
|
|
32,251,553
|
Total CORPORATE CREDIT
(Cost
$439,265,934)
|
|
|
|
442,296,813
|
TERM
LOANS – 1.7%
|
|
|
|
Buckeye Partners LP, 3.05% (1 Month LIBOR USD + 0.55%), 11/01/26 (Acquired 10/16/19, Cost $1,990,000) (p),(v)
|
|
|
2,000
|
1,913,000
|
Crestwood Holdings LLC, 7.81% (3 Month LIBOR USD + 0.75%), 03/05/23 (Acquired 02/20/18-03/20/18, Cost $3,568,161) (p),(v)
|
|
|
3,616
|
2,365,012
|
Level 3 Financing, Inc. 1.93% (1 Month LIBOR USD + 0.55%), 03/01/27 (Acquired 02/05/20, Cost $4,993,750) (p),(v)
|
|
|
5,000
|
4,719,650
|
Vistra Energy Corp., 0.00%, 10/31/25 (Acquired 10/17/16, Cost $0) (p),(v)
|
|
|
26
|
213
|
Zayo Group Holdings, Inc. 3.18% (1 Month LIBOR USD + 0.55%), 03/09/27 (Acquired 02/21/20-02/24/20, Cost $4,983,750) (p),(v)
|
|
|
4,988
|
4,722,764
|
Total TERM LOANS
(Cost
$15,535,661)
|
|
|
|
13,720,639
|
See Notes to Financial Statements.
10Brookfield
Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Shares
|
Value
|
COMMON
STOCKS – 38.1%
|
|
|
|
Airports
– 2.3%
|
|
|
|
Aena SME SA (e),(u),(n)
|
|
|
44,190
|
$
5,910,015
|
Auckland International Airport Ltd. (u)
|
|
|
1,074,900
|
4,571,286
|
Grupo Aeroportuario del Pacifico SAB de CV (u)
|
|
|
475,426
|
3,431,995
|
Japan Airport Terminal Company Ltd. (u)
|
|
|
24,549
|
1,047,555
|
Sydney Airport (u)
|
|
|
935,100
|
3,690,444
|
Total
Airports
|
|
|
|
18,651,295
|
Communications
– 3.2%
|
|
|
|
American Tower Corp. (c)
|
|
|
58,739
|
15,186,381
|
China Tower Corporation Ltd. (e),(u)
|
|
|
15,957,784
|
2,835,794
|
Infrastrutture Wireless Italiane SpA (e),(u)
|
|
|
229,300
|
2,301,767
|
SBA Communications Corp. (c)
|
|
|
21,600
|
6,435,072
|
Total
Communications
|
|
|
|
26,759,014
|
Datacenters
– 0.6%
|
|
|
|
CyrusOne, Inc. (c)
|
|
|
19,580
|
1,424,445
|
Digital Realty Trust, Inc. (c)
|
|
|
15,800
|
2,245,338
|
Equinix, Inc. (c)
|
|
|
1,417
|
995,159
|
Keppel DC REIT (u)
|
|
|
327,960
|
600,602
|
Total
Datacenters
|
|
|
|
5,265,544
|
Diversified
– 1.4%
|
|
|
|
City Developments Ltd. (u)
|
|
|
257,181
|
1,571,652
|
CK Asset Holdings Ltd. (u)
|
|
|
154,093
|
924,064
|
Dexus (u)
|
|
|
393,650
|
2,526,565
|
Hufvudstaden AB (u)
|
|
|
92,678
|
1,155,350
|
Merlin Properties Socimi SA (u)
|
|
|
88,800
|
739,990
|
Mirvac Group (u)
|
|
|
498,049
|
752,352
|
Sun Hung Kai Properties Ltd. (u)
|
|
|
156,112
|
1,994,368
|
Swire Properties Ltd. (u)
|
|
|
440,202
|
1,123,910
|
Wharf Real Estate Investment Company Ltd. (u)
|
|
|
212,881
|
1,021,958
|
Total
Diversified
|
|
|
|
11,810,209
|
Electricity
Transmission & Distribution – 2.4%
|
|
|
|
National Grid PLC (c),(u)
|
|
|
604,985
|
7,381,032
|
PG&E Corp. (n)
|
|
|
664,924
|
5,897,876
|
Sempra Energy (c)
|
|
|
59,083
|
6,926,300
|
Total
Electricity Transmission & Distribution
|
|
|
|
20,205,208
|
Gas
Utilities – 1.0%
|
|
|
|
China Gas Holdings Ltd. (u)
|
|
|
629,112
|
1,948,906
|
NiSource, Inc. (c)
|
|
|
260,000
|
5,912,400
|
Total
Gas Utilities
|
|
|
|
7,861,306
|
Healthcare
– 0.8%
|
|
|
|
Healthpeak Properties, Inc. (c)
|
|
|
38,938
|
1,073,131
|
Physicians Realty Trust (c)
|
|
|
101,315
|
1,775,039
|
Ventas, Inc.
|
|
|
40,800
|
1,494,096
|
Welltower, Inc. (c)
|
|
|
42,307
|
2,189,387
|
Total
Healthcare
|
|
|
|
6,531,653
|
See Notes to Financial Statements.
2020 Semi-Annual Report11
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Shares
|
Value
|
COMMON
STOCKS (continued)
|
|
|
|
Hotel
– 0.5%
|
|
|
|
Apple Hospitality REIT, Inc.
|
|
|
72,553
|
$
700,862
|
Host Hotels & Resorts, Inc.
|
|
|
152,006
|
1,640,145
|
Japan Hotel REIT Investment Corp. (u)
|
|
|
1,899
|
787,733
|
Pebblebrook Hotel Trust (c)
|
|
|
54,447
|
743,746
|
Total
Hotel
|
|
|
|
3,872,486
|
Industrial
– 1.6%
|
|
|
|
Duke Realty Corp.
|
|
|
46,620
|
1,649,882
|
GLP J-REIT (u)
|
|
|
934
|
1,349,677
|
Granite Real Estate Investment Trust (u)
|
|
|
12,943
|
667,933
|
LaSalle Logiport REIT (u)
|
|
|
570
|
877,912
|
Prologis, Inc. (c)
|
|
|
60,982
|
5,691,450
|
Rexford Industrial Realty, Inc.
|
|
|
23,962
|
992,746
|
Tritax Big Box REIT PLC (c),(u)
|
|
|
924,922
|
1,661,656
|
Total
Industrial
|
|
|
|
12,891,256
|
Manufactured
Homes – 0.1%
|
|
|
|
Sun Communities, Inc.
|
|
|
7,098
|
963,057
|
Midstream
– 1.0%
|
|
|
|
Cheniere Energy, Inc. (c),(n)
|
|
|
78,100
|
3,773,792
|
The Williams Companies, Inc. (c)
|
|
|
231,553
|
4,404,138
|
Total
Midstream
|
|
|
|
8,177,930
|
Net
Lease – 0.6%
|
|
|
|
Four Corners Property Trust, Inc. (c)
|
|
|
35,670
|
870,348
|
MGM Growth Properties LLC (c)
|
|
|
57,102
|
1,553,745
|
National Retail Properties, Inc. (c)
|
|
|
36,102
|
1,280,899
|
VICI Properties, Inc. (c)
|
|
|
78,710
|
1,589,155
|
Total
Net Lease
|
|
|
|
5,294,147
|
Office
– 1.9%
|
|
|
|
Allied Properties Real Estate Investment Trust (u)
|
|
|
42,941
|
1,295,568
|
alstria office REIT-AG (u),(n)
|
|
|
41,490
|
617,501
|
Boston Properties, Inc. (c)
|
|
|
18,300
|
1,653,954
|
Cousins Properties, Inc. (c)
|
|
|
50,263
|
1,499,345
|
Daiwa Office Investment Corp. (u)
|
|
|
109
|
602,007
|
Derwent London PLC (u)
|
|
|
44,590
|
1,533,838
|
Douglas Emmett, Inc. (c)
|
|
|
26,227
|
804,120
|
Gecina SA (u)
|
|
|
6,361
|
785,625
|
Hudson Pacific Properties, Inc.
|
|
|
33,100
|
832,796
|
Invesco Office J-Reit, Inc. (u)
|
|
|
6,237
|
810,843
|
Keppel REIT (u)
|
|
|
951,690
|
756,576
|
Kilroy Realty Corp. (c)
|
|
|
13,507
|
792,861
|
MCUBS MidCity Investment Corp. (u)
|
|
|
1,853
|
1,350,089
|
Mitsui Fudosan Company Ltd. (u)
|
|
|
126,913
|
2,254,575
|
Total
Office
|
|
|
|
15,589,698
|
Pipeline
(MLP) – 0.0%
|
|
|
|
Thunderbird Resources Equity, Inc. (f),(l),(n)
|
|
|
11
|
11
|
Pipelines
– 1.8%
|
|
|
|
Enbridge, Inc. (u)
|
|
|
306,300
|
9,313,541
|
See Notes to Financial Statements.
12Brookfield
Public Securities Group LLC
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Shares
|
Value
|
COMMON
STOCKS (continued)
|
|
|
|
Infraestructura Energetica Nova SAB de CV (u)
|
|
|
748,706
|
$
2,153,493
|
Pembina Pipeline Corp. (u)
|
|
|
135,400
|
3,385,000
|
Total
Pipelines
|
|
|
|
14,852,034
|
Rail
– 2.6%
|
|
|
|
Canadian Pacific Railway Ltd. (c),(u)
|
|
|
21,500
|
5,468,754
|
CSX Corp. (c)
|
|
|
86,600
|
6,039,484
|
East Japan Railway Co. (u)
|
|
|
47,800
|
3,312,314
|
MTR Corporation Ltd. (u)
|
|
|
494,554
|
2,572,051
|
Rumo SA (u),(n)
|
|
|
1,020,638
|
4,230,371
|
Total
Rail
|
|
|
|
21,622,974
|
Renewables/Electric
Generation – 9.7%
|
|
|
|
Ameren Corp. (c)
|
|
|
104,000
|
7,317,440
|
American Electric Power Company, Inc. (c)
|
|
|
77,000
|
6,132,280
|
Chubu Electric Power Company. Inc. (u)
|
|
|
289,900
|
3,635,909
|
CLP Holdings Ltd. (u)
|
|
|
365,191
|
3,586,629
|
CMS Energy Corp. (c)
|
|
|
65,473
|
3,824,933
|
Enel SpA (u)
|
|
|
665,900
|
5,758,973
|
Engie SA (u),(n)
|
|
|
305,900
|
3,793,734
|
Entergy Corp. (c)
|
|
|
54,155
|
5,080,280
|
FirstEnergy Corp. (c)
|
|
|
166,400
|
6,452,992
|
NextEra Energy, Inc. (c)
|
|
|
78,900
|
18,949,413
|
Orsted A/S (e),(u)
|
|
|
16,000
|
1,846,423
|
RWE AG (u)
|
|
|
90,800
|
3,178,627
|
Vistra Energy Corp.
|
|
|
25,848
|
481,290
|
Xcel Energy, Inc. (c)
|
|
|
171,700
|
10,731,250
|
Total
Renewables/Electric Generation
|
|
|
|
80,770,173
|
Residential
– 1.5%
|
|
|
|
AvalonBay Communities, Inc. (c)
|
|
|
14,842
|
2,295,167
|
Boardwalk Real Estate Investment Trust (u)
|
|
|
28,369
|
620,833
|
Camden Property Trust (c)
|
|
|
19,400
|
1,769,668
|
Deutsche Wohnen AG (u)
|
|
|
36,609
|
1,645,040
|
Essex Property Trust, Inc. (c)
|
|
|
6,458
|
1,479,980
|
Mid-America Apartment Communities, Inc. (c)
|
|
|
16,031
|
1,838,275
|
Vonovia SE (c),(u)
|
|
|
43,342
|
2,649,183
|
Total
Residential
|
|
|
|
12,298,146
|
Retail
– 0.6%
|
|
|
|
Capital & Counties Properties PLC (u)
|
|
|
560,621
|
1,016,654
|
Hang Lung Properties Ltd. (u)
|
|
|
373,481
|
887,868
|
Regency Centers Corp.
|
|
|
21,900
|
1,004,991
|
Simon Property Group, Inc.
|
|
|
17,037
|
1,164,990
|
Unibail-Rodamco-Westfield (u)
|
|
|
19,838
|
1,118,200
|
Total
Retail
|
|
|
|
5,192,703
|
Toll
Roads – 2.8%
|
|
|
|
Atlantia SpA (c),(u),(n)
|
|
|
224,028
|
3,623,709
|
Ferrovial SA (c),(u)
|
|
|
97,757
|
2,613,031
|
Getlink SE (u),(n)
|
|
|
197,200
|
2,851,642
|
Promotora y Operadora de Infraestructura SAB de CV (u),(n)
|
|
|
449,685
|
3,247,546
|
See Notes to Financial Statements.
2020 Semi-Annual Report13
Brookfield Real Assets Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2020
|
|
|
Shares
|
Value
|
COMMON
STOCKS (continued)
|
|
|
|
Transurban Group (u)
|
|
|
832,095
|
$
8,160,099
|
Vinci SA (c),(u)
|
|
|
28,200
|
2,614,784
|
Total
Toll Roads
|
|
|
|
23,110,811
|
Water
– 1.7%
|
|
|
|
American Water Works Company, Inc. (c)
|
|
|
65,800
|
8,465,828
|
China Water Affairs Group Ltd. (u)
|
|
|
3,071,926
|
2,222,142
|
Pennon Group PLC (c),(u)
|
|
|
256,000
|
3,545,000
|
Total
Water
|
|
|
|
14,232,970
|
Total COMMON STOCKS
(Cost
$303,227,706)
|
|
|
|
315,952,625
|
SHORT-TERM
INVESTMENT – 2.6%
|
|
|
|
First American Treasury Obligations Fund, Class X, 0.08%
(y)
|
|
|
22,010,837
|
22,010,837
|
Total SHORT-TERM INVESTMENT
(Cost
$22,010,837)
|
|
|
|
22,010,837
|
Total Investments – 134.1%
(Cost $1,141,340,897)
|
|
|
|
1,112,872,111
|
Liabilities in Excess of Other Assets – (34.1)%
|
|
|
|
(282,975,736)
|
TOTAL NET ASSETS – 100.0%
|
|
|
|
$
829,896,375
|
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 June 30, 2020, the total value of the collateral was $419,936,383.
|
(d)
|
—
Issuer is currently in default on its regularly scheduled interest payment.
|
(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 June 30, 2020, the total value of all
such securities was $267,231,562 or 32.2% of net assets.
|
(f)
|
—
Security fair valued in good faith pursuant to the fair value procedures adopted by the Board of Directors. As of June 30, 2020, the total value of all such securities was $3,169,383 or 0.4% of net assets.
|
(i)
|
—
Security is an inverse floating rate bond. Reference interest rates are typically based on a negative multiplier or slope.
|
(l)
|
—
Level 3 security - Value determined using significant unobservable inputs.
|
(n)
|
—
Non-income producing security.
|
(p)
|
—
Restricted security. Purchased in a private placement transaction; resale to the public may require registration. As of June 30, 2020, the total value of all such securities was $16,889,186 or 2.0% of net assets.
|
(r)
|
—
Portion or entire principal amount delivered as collateral for reverse repurchase agreements. As of June 30, 2020, the total value of the collateral was $52,602,654.
|
(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 June 30, 2020.
|
(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 June 30, 2020.
|
See Notes to Financial Statements.
14Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Statement of Assets and Liabilities (Unaudited)
June 30, 2020
Assets:
|
|
Investments in securities, at value (cost
$1,141,340,897)
|
$1,112,872,111
|
Cash
|
441,185
|
Cash on deposit with brokers for reverse repurchase
agreements
|
3,843,295
|
Interest and dividends
receivable
|
8,858,813
|
Receivable for investments
sold
|
3,818,014
|
Prepaid
expenses
|
37,975
|
Total
assets
|
1,129,871,393
|
Liabilities:
|
|
Payable for credit facility (Note
7)
|
251,000,000
|
Reverse repurchase agreements (Note
7)
|
38,611,557
|
Interest payable for credit facility and reverse repurchase agreements (Note
7)
|
245,140
|
Payable for investments
purchased
|
8,368,778
|
Payable for shares repurchased (Note
8)
|
224,084
|
Investment advisory fee payable (Note
5)
|
931,747
|
Administration fee payable (Note
5)
|
139,762
|
Directors' fee
payable
|
18,439
|
Accrued
expenses
|
435,511
|
Total
liabilities
|
299,975,018
|
Commitments and contingencies (Note
11)
|
|
Net
Assets
|
$
829,896,375
|
Composition
of Net Assets:
|
|
Paid-in
capital
|
1,068,813,613
|
Accumulated
losses
|
(238,917,238)
|
Net
Assets
|
$
829,896,375
|
Shares
Outstanding and Net Asset Value Per Share:
|
|
Common shares
outstanding
|
44,070,942
|
Net asset value per
share
|
$
18.83
|
See Notes to Financial Statements.
2020 Semi-Annual Report15
BROOKFIELD REAL ASSETS INCOME FUND INC.
Statement of Operations (Unaudited)
For the Six Months Ended June 30, 2020
Investment
Income (Note 2):
|
|
Interest
|
$
23,417,574
|
Dividends and distributions (net of foreign withholding tax of
$312,647)
|
4,987,089
|
Less return of capital
distributions
|
(981,000)
|
Total investment
income
|
27,423,663
|
Expenses:
|
|
Investment advisory fees (Note
5)
|
5,487,525
|
Administration fees (Note
5)
|
823,129
|
Reports to
shareholders
|
252,454
|
Legal
fees
|
191,792
|
Custodian
fees
|
109,520
|
Directors'
fees
|
104,281
|
Fund accounting
fees
|
77,479
|
Audit and tax
services
|
70,140
|
Registration
fees
|
41,543
|
Transfer agent
fees
|
35,486
|
Miscellaneous
|
31,465
|
Insurance
|
26,041
|
Total operating
expenses
|
7,250,855
|
Interest expense on credit facility and reverse repurchase agreements (Note
7)
|
2,529,397
|
Total
expenses
|
9,780,252
|
Net investment
income
|
17,643,411
|
Net
realized loss on:
|
|
Investment
transactions
|
(77,401,935)
|
Foreign currency and foreign currency
transactions
|
(232,061)
|
Net realized
loss
|
(77,633,996)
|
Net
change in unrealized depreciation on:
|
|
Investments
|
(81,293,784)
|
Foreign currency
translations
|
4,603
|
Net change in unrealized
depreciation
|
(81,289,181)
|
Net realized and unrealized
loss
|
(158,923,177)
|
Net decrease in net assets resulting from
operations
|
$(141,279,766)
|
See Notes to Financial Statements.
16Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Statements of Changes in Net
Assets
|
For
the
Six Months
Ended June 30,
2020
(Unaudited)
|
|
For
the Year
Ended
December 31,
2019
|
Increase
(Decrease) in Net Assets Resulting from Operations:
|
|
|
|
Net investment
income
|
$
17,643,411
|
|
$
39,973,597
|
Net realized gain
(loss)
|
(77,633,996)
|
|
7,551,807
|
Net change in unrealized appreciation
(depreciation)
|
(81,289,181)
|
|
81,163,815
|
Net increase (decrease) in net assets resulting from
operations
|
(141,279,766)
|
|
128,689,219
|
Distributions
to Shareholders:
|
|
|
|
Distributable
earnings
|
(50,101,392)
1
|
|
(47,352,126)
|
Return of
capital
|
—
|
|
(39,751,489)
|
Total distributions
paid
|
(50,101,392)
|
|
(87,103,615)
|
Capital
Share Transactions:
|
|
|
|
Shares issued in the Reorganization (Note
9)
|
188,069,932
|
|
—
|
Shares repurchased (Note
8)
|
(13,221,777)
|
|
(450,390)
|
Net increase (decrease) in net assets from capital share
transactions
|
174,848,155
|
|
(450,390)
|
Total increase (decrease) in net
assets
|
(16,533,003)
|
|
41,135,214
|
Net
Assets:
|
|
|
|
Beginning of
period
|
846,429,378
|
|
805,294,164
|
End of
period
|
$
829,896,375
|
|
$846,429,378
|
Share
Transactions:
|
|
|
|
Shares issued in the Reorganization (Note
9)
|
8,425,476
|
|
—
|
Shares repurchased (Note
8)
|
(821,591)
|
|
(20,880)
|
Net increase in shares
outstanding
|
7,603,885
|
|
(20,880)
|
1
|
The
tax character of the distributions paid will be determined during the Fund’s fiscal year end.
|
See Notes to Financial Statements.
2020 Semi-Annual Report17
BROOKFIELD REAL ASSETS INCOME FUND INC.
Statement of Cash
Flows (Unaudited)
For the Six Months Ended June 30, 2020
Increase
(Decrease) in Cash:
|
Cash
flows provided by (used for) operating activities:
|
Net increase in net assets resulting from
operations
|
$(141,279,766)
|
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
|
(504,021,275)
|
Proceeds from disposition of long-term portfolio investments and principal
paydowns
|
533,075,306
|
Net purchases and sales of short-term portfolio
investments
|
45,047,329
|
Return of capital distributions from portfolio
investments
|
981,000
|
Acquired from
Reorganization(1)
|
533,761
|
Increase in interest and dividends
receivable
|
(773,155)
|
Increase in prepaid
expenses
|
(28,499)
|
Decrease in interest payable for credit facility and reverse repurchase
agreements
|
(317,475)
|
Increase in payable for shares
repurchased
|
224,084
|
Increase in investment advisory fee payable,
net
|
15,301
|
Increase in administration fee payable,
net
|
2,295
|
Increase in directors' fee
payable
|
4,235
|
Increase in accrued
expenses
|
322,514
|
Net amortization on investments and paydown gains or losses on
investments
|
(8,199,198)
|
Unrealized depreciation on
investments
|
81,293,784
|
Net realized loss on investment
transactions
|
77,401,935
|
Net cash provided by operating
activities
|
84,282,176
|
Cash
flows used for financing activities:
|
Net cash provided by credit
facility
|
71,000,000
|
Net cash provided by reverse repurchase
agreements
|
(23,580,443)
|
Distributions paid to
stockholders
|
(50,101,392)
|
Net cash used for shares
repurchased
|
(13,221,777)
|
Cash acquired from the
Reorganization
|
719,038
|
Cash paid for fractional shares during the
Reorganization
|
(41)
|
Acquired from
Reorganization(1)
|
(71,000,000)
|
Net cash provided by financing
activities
|
(86,184,615)
|
Net decrease in
cash
|
(1,902,439)
|
Cash at beginning of
period(2)
|
6,186,919
|
Cash at end of
period(2)
|
$
4,284,480
|
Supplemental
Disclosure of Cash Flow Information:
|
Interest
payments on the credit facility and reverse repurchase agreements for the six months ended June 30, 2020, totaled $2,846,872.
|
(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.
|
See Notes to Financial Statements.
18Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Financial Highlights
|
For
the
Six Months
Ended June 30,
2020
|
|
For
the Year Ended December 31,
|
|
For the
Period
from December 5, 20161 to
December 31,
|
|
(Unaudited)
|
|
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
|
0.42
|
|
1.10
|
|
1.52
|
|
1.74
|
|
0.15
|
Net realized and change in unrealized gain (loss) on investment
transactions
|
(3.61)
|
|
2.43
|
|
(2.21)
|
|
0.66
|
|
0.19
|
Net increase (decrease) in net asset value resulting from
operations
|
(3.19)
|
|
3.53
|
|
(0.69)
|
|
2.40
|
|
0.34
|
Distributions from net investment
income
|
(1.19)
|
|
(1.30)
|
|
(1.53)
|
|
(1.84)
|
|
(0.15)
|
Return of capital
distributions
|
—
|
|
(1.09)
|
|
(0.86)
|
|
(0.55)
|
|
(0.05)
|
Total distributions
paid*
|
(1.19)
|
|
(2.39)
|
|
(2.39)
|
|
(2.39)
|
|
(0.20)
|
Net asset value, end of
period
|
$
18.83
|
|
$
23.21
|
|
$
22.07
|
|
$
25.15
|
|
$
25.14
|
Market price, end of
period
|
$
16.66
|
|
$
21.35
|
|
$
19.07
|
|
$
23.37
|
|
$
22.31
|
Total
Investment Return based on Net Asset Value#
|
-13.75%
5
|
|
16.42%
|
|
-3.08%
|
|
9.88%
|
|
1.36%
5
|
Total
Investment Return based on Market Price†
|
-16.46%%
5
|
|
24.79%
|
|
-9.12%
|
|
15.94%
|
|
0.50%
3,5
|
Ratios
to Average Net Assets/Supplementary Data:
|
|
|
|
|
|
|
|
|
|
Net assets, end of period
(000s)
|
$829,896
|
|
$846,429
|
|
$805,294
|
|
$917,653
|
|
$917,593
|
Operating expenses excluding interest
expense
|
1.76%
6
|
|
1.61%
|
|
1.63%
|
|
1.60%
|
|
1.70%
6
|
Interest
expense
|
0.61%
6
|
|
0.93%
|
|
0.93%
|
|
0.58%
|
|
0.60%
6
|
Total
expenses8
|
2.37%
6
|
|
2.54%
|
|
2.56%
|
|
2.18%
|
|
2.30%
6
|
Net expenses, including fee waivers and reimbursement and excluding interest
expense8
|
1.76%
6
|
|
1.61%
|
|
1.08%
|
|
1.03%
|
|
1.03%
6
|
Net expenses including waivers and
reimbursement8
|
1.76%
6
|
|
2.54%
|
|
2.00%
|
|
1.61%
|
|
1.63%
6
|
Net investment
income
|
4.29%
6
|
|
4.69%
|
|
6.31%
|
|
6.84%
|
|
8.13%
6
|
Net investment income, excluding the effect of fee waivers and
reimbursement
|
4.29%
6
|
|
4.69%
|
|
5.76%
|
|
6.27%
|
|
7.46%
6
|
Portfolio turnover
rate
|
49%
5
|
|
46%
|
|
35%
|
|
43%
|
|
15%
4,5
|
Credit facility and reverse repurchase agreements, end of period
(000s)
|
$289,612
|
|
$242,192
|
|
$280,800
|
|
$259,395
|
|
$302,682
|
Asset coverage per $1,000 unit of senior
indebtedness7
|
$
3,866
|
|
$
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.
|
See Notes to Financial Statements.
2020 Semi-Annual Report19
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited)
June 30, 2020
1.Organization
Brookfield Real Assets Income Fund Inc. (the
“Fund”) is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund's shares are listed on the New York Stock Exchange ("NYSE") and
trade under the ticker symbol “RA." The Fund was incorporated under the laws of the State of Maryland on October 6, 2015.
Brookfield Public Securities Group LLC (“PSG”
or “Adviser”), a wholly-owned subsidiary of Brookfield Asset Management Inc., is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and serves as investment adviser to the Fund.
On October 28, 2019, the Board of Directors of each of
Brookfield Global Listed Infrastructure Income Fund Inc. (NYSE: INF) (the “Target Fund”) and Brookfield Real Assets Income Fund Inc. (NYSE: RA) (the “Acquiring Fund”) approved the proposed reorganization (the
“Reorganization”) of INF into RA. At a joint special meeting of stockholders (the “Special Meeting”) held on January 24, 2020, the stockholders of RA approved the issuance of additional shares of common stock to effect the
proposed Reorganization. The Special Meeting was adjourned with respect to the proposal to reorganize INF into RA until February 7, 2020. At the Special Meeting that reconvened on February 7, 2020, the stockholders of INF approved the
Reorganization. As a result of the Reorganization, common stockholders of INF received the number of RA common shares corresponding to his or her proportionate interest in the common shares of INF, less the costs of the Reorganization, as of the
close of trading of the New York Stock Exchange on March 6, 2020. Details of the Reorganization are further described in Note 9 – Fund Reorganization.
The investment objective of the Fund is to seek high total
return, primarily through high current income and secondarily, through growth of capital. The investment objective is not fundamental and may be changed by the Fund’s Board of Directors (the “Board”) without shareholder approval,
upon not less than 60 days prior written notice to shareholders. No assurances can be given that the Fund’s investment objective will be achieved.
The Fund seeks to achieve its investment objective by
investing primarily in the real asset class, which includes the following: Real Estate Securities; Infrastructure Securities; and Natural Resources Securities (collectively, “Real Asset Companies and Issuers”).
Under normal market conditions, the Fund will invest at
least 80% of its Managed Assets (average daily net assets plus the amount of any borrowings for investment purposes) in the securities and other instruments of Real Asset Companies and Issuers (the “80% Policy”). The Fund may change the
80% Policy without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund normally expects to invest at least 65% of its Managed Assets in fixed income securities of Real Asset Companies and Issuers and in
derivatives and other instruments that have economic characteristics similar to such securities.
2.Significant Accounting
Policies
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is an
investment company within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2013-08 and follows accounting and reporting guidance under FASB Accounting Standards Codification
(“ASC”) Topic 946 Financial Services-Investment Companies.
Valuation of Investments:
The Board has adopted procedures for the valuation of the Fund’s securities. The Adviser oversees the day to day responsibilities for valuation determinations under these procedures. The Board
20Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
regularly reviews the application of these procedures to the securities in
the Fund’s portfolio. The Adviser’s Valuation Committee is comprised of senior members of the Adviser’s management team.
Investments in equity securities listed or traded on any
securities exchange or traded in the over-the-counter market are valued at the last trade price as of the close of business on the valuation date. If the NYSE closes early, then the equity security will be valued at the last traded price before the
NYSE close. Prices of foreign equities that are principally traded on certain foreign markets will generally be adjusted daily pursuant to a fair value pricing service approved by the Board in order to reflect an adjustment for the factors occurring
after the close of certain foreign markets but before the NYSE close. When fair value pricing is employed, the value of the portfolio securities used to calculate the Fund’s NAV may differ from quoted or official closing prices. Investments in
open-end registered investment companies, if any, are valued at the NAV as reported by those investment companies.
Debt securities, including U.S. government securities,
listed corporate bonds, other fixed income and asset-backed securities, and unlisted securities and private placement securities, are generally valued at the bid prices furnished by an independent pricing service or, if not valued by an independent
pricing service, using bid prices obtained from active and reliable market makers in any such security or a broker-dealer. Valuations from broker-dealers or pricing services consider appropriate factors such as market activity, market activity of
comparable securities, yield, estimated default rates, timing of payments, underlying collateral, coupon rate, maturity date, and other factors. Short-term debt securities with remaining maturities of sixty days or less are valued at amortized cost
of discount or premium to maturity, unless such valuation, in the judgment of the Adviser’s Valuation Committee, does not represent fair value.
Securities for which market prices are not readily
available cannot be determined using the sources described above, or the Adviser’s Valuation Committee determines that the quotation or price for a portfolio security provided by a broker-dealer or an independent pricing service is inaccurate
will be valued at a fair value determined by the Adviser’s Valuation Committee following the procedures adopted by the Adviser under the supervision of the Board. The Adviser’s valuation policy establishes parameters for the sources,
methodologies, and inputs the Adviser's Valuation Committee uses in determining fair value.
The fair valuation methodology may include or consider the
following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of
securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental
analytical data, the Treasury yield curve, and credit quality. The fair value may be difficult to determine and thus judgment plays a greater role in the valuation process. Imprecision in estimating fair value can also impact the amount of
unrealized appreciation or depreciation recorded for a particular portfolio security and differences in the assumptions used could result in a different determination of fair value, and those differences could be material. For those securities
valued by fair valuations, the Adviser’s Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information
that is reasonably available. There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s NAV.
A three-tier hierarchy has been established to maximize
the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use
in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market
participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:
Level 1
-
|
quoted prices in active
markets for identical assets or liabilities
|
2020 Semi-Annual Report21
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
Level 2
-
|
quoted prices in markets
that are not active or other significant observable inputs (including, but not limited to: quoted prices for similar assets or liabilities, quoted prices based on recently executed transactions, interest rates, credit risk, etc.)
|
Level 3
-
|
significant
unobservable inputs (including the Fund’s own assumptions in determining the fair value of assets or liabilities)
|
The following table summarizes the Fund’s investments
valuation inputs categorized in the disclosure hierarchy as of June 30, 2020:
Valuation
Inputs
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
U.S. Government & Agency
Obligations
|
$
—
|
|
$
2,884,967
|
|
$
—
|
|
$
2,884,967
|
Securitized
Credit
|
—
|
|
312,837,683
|
|
3,168,547
|
|
316,006,230
|
Corporate
Credit
|
—
|
|
442,295,988
|
|
825
|
|
442,296,813
|
Term
Loans
|
—
|
|
13,720,639
|
|
—
|
|
13,720,639
|
Common
Stocks
|
201,681,383
|
|
114,271,231
|
|
11
|
|
315,952,625
|
Money Market
Fund
|
22,010,837
|
|
—
|
|
—
|
|
22,010,837
|
Total
Investments
|
$
223,692,220
|
|
$
886,010,508
|
|
$
3,169,383
|
|
$1,112,872,111
|
The fair value of the
Fund’s credit facility and reverse repurchase agreements, which qualify as financial instruments under FASB ASC Topic 820, Disclosures about Fair Values of Financial Instruments, approximates the carrying amounts of $251,000,000 for the credit
facility and $38,611,557 for the reverse repurchase agreements presented in the Statement of Assets and Liabilities. As of June 30, 2020, these financial instruments are categorized as Level 2 within the disclosure hierarchy.
The table below shows the significant unobservable valuation
inputs that were used by the Adviser’s Valuation Committee to fair value the Level 3 investments as of June 30, 2020.
|
Quantitative
Information about Level 3 Fair Value Measurements
|
Assets
|
Value
as of
June 30,
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
|
$3,168,547
|
Income
Approach
|
Discounted
Cash
Flow
|
Yield
(Discount
Rate of Cash
Flows)
|
7.9%-10.4%
(9.8%)
|
Decrease
|
Corporate
Credit
|
|
|
|
|
|
|
Motors
Liquidation Co.
|
825
|
Asset-Based
Approach
|
Analysis
of
Residual Value
|
Anticipated
Residual Value
|
$0.01
|
Increase
|
Common
Stocks
|
|
|
|
|
|
|
Thunderbird
Resources Equity, Inc.
|
11
|
Asset-Based
Approach
|
Analysis
of
Enterprise Value
|
Enterprise
Value
|
$1
|
Increase
|
Total
|
$3,169,383
|
|
|
|
|
|
(1) The impact represents the expected directional change in the fair value of the Level 3 investments that
would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
22Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
The following is a reconciliation of the assets in which
significant unobservable inputs (Level 3) were used in determining fair value:
Investments
in Securities
|
Securitized
Credit
|
|
Corporate
Credit
|
|
Common
Stocks
|
|
Total
|
Balance as of December 31,
2019
|
$3,353,491
|
|
$825
|
|
$11
|
|
$3,354,327
|
Change in unrealized appreciation
(depreciation)
|
(160,445)
|
|
—
|
|
—
|
|
(160,445)
|
Sales
proceeds
|
(24,499)
|
|
—
|
|
—
|
|
(24,499)
|
Balance as of June 30,
2020
|
$3,168,547
|
|
$825
|
|
$11
|
|
$3,169,383
|
Change in unrealized gains or losses relating to assets still held at the reporting
date
|
$
(160,445)
|
|
$
—
|
|
$
—
|
|
$
(160,445)
|
Investment Transactions and Investment Income: Securities transactions are recorded on trade date. Realized gains and losses from securities transactions are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Discounts and
premiums on securities are accreted and amortized on a daily basis using the effective yield to maturity and yield to next methods, respectively and might be adjusted based on management’s assessment of the collectability of such interest.
Dividend income is recorded on the ex-dividend date. Net realized gain (loss) on the Statement of Operations may also include realized gain distributions received from real estate investment trusts (“REITs”). Distributions of net
realized gains are recorded on the REIT’s ex-dividend date. Distributions from REITs are recorded as ordinary income, net realized capital gain or return of capital based on information reported by the REITs and management’s estimates of
such amounts based on historical information. These estimates are adjusted when the actual source of distributions are disclosed by the REITs and actual amounts may differ from the estimated amounts. A distribution received from the Fund’s
investments in master limited partnerships generally are comprised of return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on
historical information available from each master limited partnership (“MLP”) and other industry sources. These estimates may subsequently be revised based on information received from the MLPs after their tax reporting periods are
concluded.
Master Limited Partnerships: A MLP is an entity receiving partnership taxation treatment under the U.S. Internal Revenue Code of 1986 (the “Code”), the partnership interests or “units” of which are traded on securities
exchanges like shares of corporate stock. Holders of MLP units generally have limited control and voting rights on matters affecting the partnership.
The Fund invests in MLPs, which generally are treated as
partnerships for federal income tax purposes. If an MLP does not meet current legal requirements to maintain partnership status, or if it is unable to do so because of tax law changes, it would be taxed as a corporation or other form of taxable
entity and there could be a material decrease in the value of its securities. Additionally, if tax law changes to eliminate or reduce tax deductions such as depletion, depreciation and amortization expense deductions that MLPs have been able to use
to offset a significant portion of their taxable income, it could significantly reduce the value of the MLPs held by the Fund and could cause a greater portion of the income and gain allocated to the Fund to be subject to U.S. federal, state and
local corporate income taxes, which would reduce the amount the Fund can distribute to shareholders and could increase the percentage of Fund distributions treated as dividends instead of tax-deferred return of capital.
Depreciation or other cost recovery deductions passed
through to the Fund from investments in MLPs in a given year will generally reduce the Fund’s taxable income (and earnings and profits), but those deductions may be recaptured in the Fund’s taxable income (and earnings and profits) in
subsequent years when the MLPs dispose of their assets or when the Fund disposes of its interests in the MLPs. When deductions are recaptured, distributions to the Fund’s shareholders may be taxable.
2020 Semi-Annual
Report23
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
Foreign Currency Transactions: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of securities and income and expense items denominated
in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not isolate the portion of gains or losses resulting from changes in foreign exchange rates on securities from the fluctuations
arising from changes in market prices.
Reported net realized foreign exchange gains or losses
arise from sales of securities, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the
Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid.
Expenses: Expenses
directly attributable to the Fund are charged directly to the Fund, while expenses that are attributable to the Fund and other investment companies advised by the Adviser are allocated among the respective investment companies, including the Fund,
based either upon relative average net assets, evenly, or a combination of average net assets and evenly.
Distributions: The Fund
declares and pays dividends monthly from net investment income. To the extent these distributions exceed net investment income, they may be classified as return of capital. The Fund also pays distributions at least annually from its net realized
capital gains, if any. Dividends and distributions are recorded on the ex-dividend date. All common shares have equal dividend and other distribution rights. A notice disclosing the source(s) of a distribution is provided after a payment is made
from any source other than net investment income. This notice is available on the Adviser's website at https://publicsecurities.brookfield.com/en. Any such notice is provided only for informational purposes in order to comply with the requirements
of Section 19(a) of the 1940 Act and not for tax reporting purposes. The tax composition of the Fund’s distributions for each calendar year is reported on IRS Form 1099-DIV.
Dividends from net investment income and distributions
from realized gains from investment transactions have been determined in accordance with Federal income tax regulations and may differ from net investment income and realized gains recorded by the Fund for financial reporting purposes. These
differences, which could be temporary or permanent in nature, may result in reclassification of distributions; however, net investment income, net realized gains and losses and net assets are not affected.
When Issued, Delayed Delivery Securities and Forward
Commitments: The Fund may enter into forward commitments for the purchase or sale of securities, including on a "when issued" or "delayed delivery" basis, in excess of customary settlement periods for the type of
security involved. In some cases, a forward commitment may be conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, corporate reorganization or debt restructuring (i.e., a when, as and if issued
security). When such transactions are negotiated, the price is fixed at the time of the commitment, with payment and delivery taking place in the future, generally a month or more after the date of the commitment. While it will only enter into a
forward commitment with the intention of actually acquiring the security, the Fund may sell the security before the settlement date if it is deemed advisable. Securities purchased under a forward commitment are subject to market fluctuation, and no
interest (or dividends) accrues to the Fund prior to the settlement date. The Fund will segregate with its custodian cash or liquid securities in an aggregate amount at least equal to the amount of its outstanding forward commitments.
New Accounting Pronouncements: In March 2020, FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that
will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new
guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. For new and existing
contracts,
24Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
the Fund may elect to apply the amendments as of March 12, 2020 through
December 31, 2022. Management is currently evaluating the impact, if any, of applying this provision.
Other Matters: The global
pandemic outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. On March 11, 2020, the World Health Organization announced that
it had made the assessment that COVID-19 can be characterized as a pandemic. COVID-19 and concern about its spread has resulted in severe disruptions to global financial markets, border closings, restrictions on travel and gatherings of any
measurable amount of people, “shelter in place” orders (or the equivalent) for states, cities, metropolitan areas and countries, expedited and enhanced health screenings, quarantines, cancellations, business and school closings,
disruptions to employment and supply chains, reduced productivity, severely impacted customer and client activity in virtually all markets and sectors, and a virtual cessation of normal economic activity. These events have contributed to severe
market volatility, which may result in reduced liquidity, heightened volatility and negatively impact Fund performance and the value of your investment in the Fund.
3.Derivative Financial
Instruments
The Fund may purchase and sell
derivative instruments such as exchange-listed and over-the counter put and call options on securities, financial futures, equity, fixed-income and interest rate indices, and other financial instruments. It may purchase and sell financial futures
contracts and options thereon. Moreover, the Fund may enter into various interest rate transactions such as swaps, caps, floors or collars and enter into various currency transactions such as forward currency contracts, currency futures contracts,
currency swaps or options on currency or currency futures or credit transactions and credit default swaps. The Fund may also purchase derivative instruments that combine features of several of these instruments. The Fund may invest in, or enter
into, derivatives for a variety of reasons, including to hedge certain market risks, to provide a substitute for purchasing or selling particular securities or to increase potential income gain.
Financial Futures Contracts: A futures contract is an agreement between two parties to buy and sell a financial instrument for a set price on a future date. Initial margin deposits are made upon entering into futures contracts and can be either cash
or securities. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by “marking-to-market” on a daily basis to reflect the market value of the contract at the
end of each day’s trading. Variation margin payments are made or received, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Fund records a realized gain or loss equal to the difference between
the proceeds from (or cost of) the closing transaction and the Fund’s basis in the contract.
The Fund invests in financial futures contracts to hedge
against fluctuations in the value of portfolio securities caused by changes in prevailing market interest rates. Should interest rates move unexpectedly, a Fund may not achieve the anticipated benefits of the financial futures contracts and may
realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets. The Fund is at risk that it may not be able to close out a
transaction because of an illiquid market.
The Fund
has elected to not offset derivative assets and liabilities or financial assets, including cash, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides the Fund,
in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
As of June 30, 2020, the Fund did not have any derivative
financial instruments outstanding.
2020 Semi-Annual Report25
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
4.Risks of Investing in
Asset-Backed Securities and Below-Investment Grade Securities
The value of asset-backed securities may be affected by,
among other factors, changes in: interest rates, the market’s assessment of the quality of the underlying assets, the creditworthiness of the servicer for the underlying assets, information concerning the originator of the underlying assets,
or the creditworthiness or rating of the entities that provide any supporting letters of credit, surety bonds, derivative instruments or other credit enhancement.
The value of asset-backed securities also will be affected
by the exhaustion, termination or expiration of any credit enhancement. The Fund has investments in below-investment grade debt securities, including mortgage-backed and asset-backed securities. Below-investment grade securities involve a higher
degree of credit risk than investment grade debt securities. In the event of an unanticipated default, the Fund would experience a reduction in its income, a decline in the market value of the securities so affected and a decline in the NAV of its
shares. During an economic downturn or period of rising interest rates, highly leveraged and other below-investment grade issuers frequently experience financial stress that could adversely affect its ability to service principal and interest
payment obligations, to meet projected business goals and to obtain additional financing.
The market prices of below-investment grade debt
securities are generally less sensitive to interest rate changes than higher-rated investments but are more sensitive to adverse economic or political changes or individual developments specific to the issuer than higher-rated investments. Periods
of economic or political uncertainty and change can be expected to result in significant volatility of prices for these securities. Rating services consider these securities to be speculative in nature.
Below-investment grade securities may be subject to market
conditions, events of default or other circumstances which cause them to be considered “distressed securities.” Distressed securities frequently do not produce income while they are outstanding. The Fund may be required to bear certain
extraordinary expenses in order to protect and recover its investments in certain distressed securities. Therefore, to the extent the Fund seeks capital growth through investment in such securities, the Fund’s ability to achieve current income
for its stockholders may be diminished. The Fund is also subject to significant uncertainty as to when and in what manner and for what value the obligations evidenced by distressed securities will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange offer or plan of reorganization involving the securities or a payment of some amount in satisfaction of the obligation). In addition, even if
an exchange offer is made or a plan of reorganization is adopted with respect to distressed securities held by the Fund, there can be no assurance that the securities or other assets received by the Fund in connection with such exchange offer or
plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made. Moreover, any securities received by the Fund upon completion of an exchange offer or plan of reorganization may be
restricted as to resale. As a result of the Fund’s participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of such securities, the Fund may be restricted from disposing of distressed
securities.
5.Investment Advisory
Agreement and Transactions with Related Parties
The
Fund has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser under which the Adviser is responsible for the management of the Fund’s portfolio and provides the necessary personnel, facilities,
equipment and certain other services necessary to the operations of the Fund. The Advisory Agreement provides that the Fund shall pay the Adviser a monthly fee for its services at an annual rate of 1.00% of the Fund’s average daily net assets
plus the amount of borrowing for investment purposes (“Managed Assets”).
The Fund has entered into an Administration Agreement with
the Adviser and the Adviser has entered into a sub-administration agreement with U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Sub-Administrator”). The Adviser and Sub-Administrator perform
administrative services necessary for the operation of the Fund, including maintaining certain books and records of the Fund and preparing reports and other documents required by federal, state, and other applicable laws and regulations, and
providing the Fund with
26Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
administrative office facilities. For these services, the Fund pays to the
Adviser a monthly fee at an annual rate of 0.15% of the Fund’s Managed Assets. The Adviser is responsible for any fees due to the Sub-Administrator.
The Adviser has entered into a Sub-Advisory Agreement with
Schroder Investment Management North America Inc. (the “Sub-Adviser”). The Sub-Adviser is responsible for the management of the Securitized Credit investments. The Adviser is responsible for any fees due to the Sub-Adviser.
Certain officers and/or trustees of the Fund are officers
and/or employees of the Adviser.
6.Purchases and Sales of Investments
For the six months ended June 30, 2020, purchases and
sales of investments (including principal payups and paydowns), excluding short-term securities, reverse repurchase agreements and U.S. government securities were $509,936,330 and $534,999,678, respectively.
For the six months ended June 30, 2020, purchases and sales
of long-term U.S. Government securities were $0 and $208,776 respectively.
The investments received by the Acquiring Fund were excluded
from the portfolio turnover rate calculation.
7.Borrowings
Credit
facility: The Fund has established a line of credit with BNP Paribas for investment purposes subject to the limitations of the 1940 Act for borrowings by registered investment companies. The Fund pays interest in the
amount of 0.70% plus the 3-month London Interbank Offered Rate (“LIBOR”) on the amount of eligible equity securities outstanding, and 0.80% plus the 3-month LIBOR on the amount of other eligible securities outstanding. As of June 30,
2020, the Fund had outstanding borrowings of $251,000,000. For the six months ended June 30, 2020, the Fund borrowed an average daily balance of $224,472,527 at a weighted average borrowing cost of 1.81% and the interest expense amounted to
$2,015,922. As of June 30, 2020, the total value of the collateral was $419,936,383.
Reverse Repurchase Agreements: The Fund may enter into reverse repurchase agreements. In a reverse repurchase agreement, the Fund delivers a security in exchange for cash to a financial institution, the counterparty, with a simultaneous agreement to
repurchase the same or substantially the same security at an agreed upon price and date. The Fund is entitled to receive principal and interest payments, if any, made on the security delivered to the counterparty during the term of the agreement.
Cash received in exchange for securities delivered plus accrued interest payments to be made by the Fund to counterparties are reflected as a liability on the Statement of Assets and Liabilities. Interest payments made by the Fund to counterparties
are recorded as a component of interest expense on the Statement of Operations. The Fund will segregate assets determined to be liquid by the Adviser or will otherwise cover its obligations under reverse repurchase agreements.
Reverse repurchase agreements involve the risk that the
market value of the securities retained in lieu of sale by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for
bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Fund's obligation to repurchase the securities, and the Fund's use of the proceeds of the reverse repurchase
agreement may effectively be restricted pending such decision. Also, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the securities subject to such agreements.
2020
Semi-Annual Report27
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
At June 30, 2020, the Fund had the following reverse
repurchase agreements outstanding:
Counterparty
|
Borrowing
Rate
|
Borrowing
Date
|
Maturity
Date
|
Amount
Borrowed(1)
|
|
Payable
For
Reverse
Repurchase
Agreements
|
JPMorgan
Chase
|
0.25%
|
05/21/20
|
07/15/20
|
$
1,396,500
|
|
$
1,396,898
|
JPMorgan
Chase
|
0.25
|
05/28/20
|
07/15/20
|
2,806,169
|
|
2,806,831
|
JPMorgan
Chase
|
0.50
|
05/21/20
|
07/15/20
|
2,302,988
|
|
2,304,299
|
JPMorgan
Chase
|
0.50
|
06/08/20
|
09/08/20
|
1,026,047
|
|
1,026,375
|
JPMorgan
Chase
|
0.50
|
06/12/20
|
09/08/20
|
1,970,430
|
|
1,970,950
|
JPMorgan
Chase
|
0.75
|
06/08/20
|
09/08/20
|
14,003,826
|
|
14,010,536
|
JPMorgan
Chase
|
0.75
|
06/12/20
|
09/08/20
|
3,693,750
|
|
3,695,212
|
JPMorgan
Chase
|
0.85
|
06/08/20
|
09/08/20
|
3,302,972
|
|
3,304,766
|
JPMorgan
Chase
|
0.88
|
06/08/20
|
09/08/20
|
2,131,875
|
|
2,133,067
|
RBC Capital
Markets
|
1.12
|
05/21/20
|
08/21/20
|
5,977,000
|
|
5,984,652
|
Total
|
|
|
|
$38,611,557
|
|
$38,633,586
|
(1) The average daily balance of reverse repurchase agreements outstanding for the Fund during the six months
ended June 30, 2020 was $50,470,135 at a weighted average daily interest rate of 2.05% and the interest expense amounted to $513,475. As of June 30, 2020, the total value of the collateral was $52,602,654.
The following is a summary of the reverse repurchase
agreements by the type of collateral and the remaining contractual maturity of the agreements:
|
Overnight
and Continuous
|
|
Up
to 30 Days
|
|
30
to 90 Days
|
|
Greater
Than 90 Days
|
|
Total
|
Corporate
Credit
|
$—
|
|
$6,505,657
|
|
$32,105,900
|
|
$—
|
|
$38,611,557
|
Total
|
$—
|
|
$6,505,657
|
|
$32,105,900
|
|
$—
|
|
$38,611,557
|
Below is the gross and net
information about instruments and transactions eligible for offset in the Statement of Assets and Liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement:
|
|
|
|
Collateral
|
|
|
Gross
Amounts of Recognized Liabilities
|
Gross
Amounts Offset in the Statement of Assets and Liabilities
|
Net
Amounts Presented in the Statement of Assets and Liabilities
|
Non-Cash
Collateral (Pledged) Received
|
Collateral
Pledged (Received)*
|
Net
Amount
|
Description
|
|
|
|
|
|
|
Reverse Repurchase
Agreements
|
$38,611,557
|
—
|
$38,611,557
|
$(38,611,557)
|
$—
|
$—
|
* Excess of collateral pledged to the individual counterparty is not shown for
financial statement purposes.
Reverse repurchase
transactions are entered into by the Fund under Master Repurchase Agreements (“MRA”) which permit the Fund, under certain circumstances, including an event of default of the Fund (such as bankruptcy or insolvency), to offset payables
under the MRA with collateral held with the counterparty and create one single net payment from the Fund. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund is considered an unsecured creditor with respect to excess collateral and, as
such, the return of excess collateral may be delayed. In the event the buyer of securities (i.e. the MRA counterparty) under a MRA files for bankruptcy
28Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
or becomes insolvent, the Fund’s use of the proceeds of the agreement
may be restricted while the other party, or its trustee or receiver, determines whether or not to enforce the Fund’s obligation to repurchase the securities.
8.Capital Shares
The Fund has 1,000,000,000 shares of $0.001 par value
common shares authorized. Of the 44,070,942 shares outstanding at June 30, 2020 for the Fund, the Adviser owns 107,965 shares. The Fund’s Board is authorized to classify and reclassify any unissued capital shares. The common shares have no
preemptive, conversion, exchange or redemption rights. All common shares have equal voting, dividend, distribution and liquidation rights. The common shares are fully paid and non-assessable. Common shareholders are entitled to one vote per share
and all voting rights for the election of directors are non-cumulative.
The Board has approved a share repurchase plan. Under the
current share repurchase plan, as of December 31, 2019, 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, 2020. The amount and timing of the
repurchases will be at the discretion of the Fund’s management, subject to market conditions and investment considerations. There is no assurance that the Fund will purchase shares at any particular discount level or in any particular amounts.
The Board authorized the share repurchase program as a result of its review of the options available to enhance shareholder value and reduce any potential discount between the market price of the Fund's shares and the net asset value per share.
During the six months ended June 30, 2020 and the year ended December 31, 2019, 821,591 and 20,880 shares were repurchased by the Fund at a weighted average price of $16.073 and $21.550, an aggregate cost of $13,221,771 and $450,390 and at a
weighted average discount of 11.96% and 7.53% to net asset value, respectively. All shares repurchased have been reclassified as authorized but unissued.
9.Fund
Reorganization
The Reorganization as described in
“Note 1 — Organization” was structured to qualify as tax-free merger under the Internal Revenue Code for federal income tax purposes, and the Target Fund’s stockholders recognized no gain or loss for federal income tax
purposes as a result. For financial reporting purposes, assets received and shares issued by the Acquiring Fund were recorded at market value; however, the cost basis of the investments received from the Target Fund was carried forward to align
ongoing reporting of the Acquiring Fund's realized and unrealized gains and losses with amounts distributable to stockholders for tax purposes.
Investments
The cost, fair value and net unrealized depreciation of the
investments of the Target Fund as of the date of the Reorganization, was as follows:
|
INF
|
Cost of
Investments
|
$233,782,953
|
Market value of
investments
|
257,818,799
|
Net unrealized appreciation of
investments
|
$
24,035,846
|
2020 Semi-Annual
Report29
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
Share Transactions
The shares outstanding, net assets and NAV per share
outstanding immediately before and after the Reorganization was as follows:
Target
Fund - Prior to Reorganization
|
INF
|
Shares
outstanding
|
13,483,223
|
Net
assets
|
188,069,973
|
NAV per
shares
|
13.9484
|
Acquiring
Fund - Prior to Reorganization
|
RA
|
Shares
outstanding
|
36,467,057
|
Net
assets
|
813,999,050
|
NAV per
shares
|
22.3215
|
Acquiring
Fund - Post Reorganization
|
RA
|
Shares
outstanding(1)
|
44,892,533
|
Net
assets(1)
|
1,002,068,982
|
NAV per
shares
|
22.3215
|
(1) Fractional Fund shares were not issued in the Reorganizations and consequently cash was distributed for any
such fractional amounts. $41 was distributed in cash for 2 shares.
Pro Forma Results of Operations
Assuming the acquisition of the Target Fund had been
completed on January 1, 2020, the combined Fund’s pro forma results in the Statement of Operations during the six months ended June 30, 2020 would be as follows:
Acquiring
Fund - Pro Forma Results from Operations
|
RA
|
Net investment
income
|
$
17,565,886
|
Net
realized loss
|
(76,194,171)
|
Net change in unrealized
depreciation
|
(101,985,544)
|
Change in net assets resulting from
operations
|
$(160,613,829)
|
Because the combined Funds have
been managed as a single integrated Fund since the Reorganization was completed, it is not practicable to separate the amounts of income and expenses of the Target Fund that have been included in the Statement of Operations for the Acquiring Fund
since the Reorganization was consummated.
Cost and
Expenses
The Acquiring Fund and the Target Fund
assumed expenses incurred in connection with the Reorganization on a pro rata basis, including, but not limited to, costs related to the preparation and distribution of materials distributed to each Fund’s Board, expenses incurred in
connection with the preparation of the Agreement and Plan of Reorganization and the registration statement on Form N-14, the printing and distribution of the Joint Proxy Statement/Prospectus and any other materials required to be distributed to
stockholders, SEC and state securities commission filing fees and legal and audit fees in connection with the Reorganization, legal fees incurred preparing each Fund’s Board materials, attending each Fund’s Board meetings and preparing
the minutes, auditing fees associated with each Fund’s financial statements, stock exchange fees, transfer agency fees, portfolio transfer taxes (if any) and any similar expenses incurred in connection with the Reorganization. Such amounts
were included as components of “Accrued expenses” on the Statement of Assets and Liabilities and the Fund's expenses were allocated to their respective expense types on the Statement of Operations.
30Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
10.Federal Income Tax
Information
The Fund intends to continue to meet the
requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income or excise tax provision is
required. The Fund may incur an excise tax to the extent it has not distributed all of its taxable income on a calendar year basis.
GAAP provides guidance for how uncertain tax positions
should be recognized, measured, presented and disclosed in the financial statements. An evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are
“more-likely-than-not” of being sustained by the taxing authority is required. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be booked as a tax expense in the current year and recognized as: a
liability for unrecognized tax benefits; a reduction of an income tax refund receivable; a reduction of a deferred tax asset; an increase in a deferred tax liability; or a combination thereof. As of December 31, 2019, the Fund has determined that
there are no uncertain tax positions or tax liabilities required to be accrued.
The Fund has reviewed all taxable years that are open for
examination (i.e., not barred by the applicable statute of limitations) by taxing authorities of all major jurisdictions, including the Internal Revenue Service. As of December 31, 2019, open taxable years consisted of the taxable period from
December 5, 2016 (commencement of operations) to December 31, 2016 and the taxable years ended December 31, 2017 through and December 31, 2019. No examination of the Fund’s tax returns is currently in progress.
Income and capital gain distributions are determined in
accordance with federal income tax regulations, which may differ from GAAP.
The tax character of the distributions paid for the year
ended December 31, 2019 were as follows:
Ordinary
income
|
$47,352,126
|
Return of
capital
|
39,751,489
|
Total
|
$87,103,615
|
At December 31, 2019, the
Fund’s most recently completed tax year-end, the components of distributable earnings on a tax basis were as follows:
Post-October
loss
|
$
(132,118)
|
Capital loss
carryforwards(1)
|
(86,439,632)
|
Other accumulated
losses
|
(14,380,749)
|
Tax basis unrealized appreciation on investments and foreign
currency
|
29,392,023
|
Total tax basis net accumulated
losses
|
$(71,560,476)
|
(1) To the extent that future capital gains are offset by capital loss carryforwards, such gains will not be
distributed.
2020 Semi-Annual Report31
BROOKFIELD REAL ASSETS INCOME FUND INC.
Notes to Financial Statements (Unaudited) (continued)
June 30, 2020
Federal Income Tax Basis:
The federal income tax basis of the Fund's investments at December 31, 2019 was as follows:
Cost
of Investments
|
Gross
Unrealized Appreciation
|
Gross
Unrealized Depreciation
|
Net
Unrealized Appreciation
|
$1,047,459,888
|
$71,161,337
|
$(41,769,314)
|
$29,392,023
|
As of December 31, 2019, the
Fund's capital loss carryforwards were as follows:
Capital
Loss Carryforwards:
|
Expires:
|
Limitation:
|
$43,606,776
|
N/A
|
N/A
|
$29,275,116
|
N/A
|
N/A
|
$7,560,898
|
N/A
|
12/31/2020
|
$3,443,546
|
N/A
|
12/31/2021
|
$3,443,546
|
N/A
|
12/31/2022
|
$3,443,546
|
N/A
|
12/31/2023
|
$3,443,546
|
N/A
|
12/31/2024
|
$1,915,047
|
N/A
|
12/31/2025
|
Capital Account
Reclassifications: Because federal income tax regulations differ in certain respects from GAAP, income and capital gain distributions, if any, determined in accordance with tax regulations may differ from net
investment income and realized gains recognized for financial reporting purposes. These differences are primarily due to differing treatments for forward currency contracts and partnership adjustments. Permanent book and tax differences, if any,
will result in reclassifications to paid-in-capital or to undistributed capital gains. These reclassifications have no effect on net assets or NAV per share. Any undistributed net income and realized gain remaining at fiscal year end is distributed
in the following year.
11.Indemnification
Under the Fund’s organizational documents, its
officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for
indemnification. The Fund’s maximum exposure under these arrangements is unknown, since this would involve the resolution of certain claims, as well as future claims that may be made, against the Fund. Thus, an estimate of the financial
impact, if any, of these arrangements cannot be made at this time. However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be unlikely.
12.Subsequent
Events
GAAP requires recognition in the financial
statements of the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the
financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.
Distributions: The
Fund’s Board declared the following monthly distributions:
Distribution
Per Share
|
Record
Date
|
Payable
Date
|
$0.1990
|
July
15, 2020
|
July
23, 2020
|
$0.1990
|
August
12, 2020
|
August
20, 2020
|
Management has
evaluated subsequent events in the preparation of the Fund’s financial statements and has determined that other than the items listed herein, there are no events that require recognition or disclosure in the financial statements.
32Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Compliance Certification
(Unaudited)
June 30, 2020
On July 8, 2020, the Fund submitted a CEO annual
certification to the New York Stock Exchange (“NYSE”) on which the Fund’s principal executive officer certified that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate Governance listing
standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and principal financial officers have made semi-annual certifications, included in filings with the SEC
on Forms N-CSR relating to, among other things, the Fund’s disclosure controls and procedures and internal control over financial reporting, as applicable.
Other Compliance
Matters
Dan C. Tutcher, is a Managing Director
of the Adviser on the Energy Infrastructure Securities team. Mr. Tutcher also serves on the Board of Enbridge, Inc. The Adviser has adopted policies and procedures reasonably designed to address potential conflicts of interest while allowing the
Adviser to continue to invest in Enbridge, Inc. However, from time to time, PSG may restrict any fund or account managed by the Adviser from acquiring or disposing of securities of Enbridge, Inc. at any time. As of June 30, 2020, the Fund's
ownership of Enbridge, Inc. was $9,313,541 or 1.1% of net assets.
2020 Semi-Annual Report33
BROOKFIELD REAL ASSETS INCOME FUND INC.
Proxy Results (Unaudited)
June 30, 2020
The stockholders of the Brookfield Real Assets Income Fund
Inc. voted on the following proposals at a stockholder meeting on June 18, 2020. The description of the proposal and number of shares voted are as follows:
|
|
Shares
Voted For
|
Shares
Voted Against
|
Shares
Voted Abstain
|
1.
|
To
elect to the Fund's Board of Directors Louis P. Salvatore
|
32,592,730
|
4,060,744
|
856,440
|
2.
|
To
elect to the Fund's Board of Directors David W. Levi
|
34,081,289
|
2,510,844
|
917,781
|
At a Special Meeting of
Stockholders of the Brookfield Real Assets Income Fund Inc. (“RA”) held on January 24, 2020, stockholder of RA voted on the following proposals. A description of the proposal and the shares voted in favor, shares voted against and shares
abstaining with respect to each proposal are as follows:
|
|
Shares
Voted For
|
Shares
Voted Against
|
Shares
Voted Abstain
|
1.
|
Issuance
of Common Shares by RA
|
9,724,307
|
1,096,009
|
230,513
|
2.
|
Ratification
of Selection of Independent Registered Public Accounting Firm
|
28,183,992
|
565,771
|
318,047
|
At a Special Meeting of
Stockholders of the Brookfield Global Listed Infrastructure Income Fund Inc. (“INF”) held on February 7, 2020, stockholders of INF voted on the following proposals. A description of the proposal and the shares voted in favor, shares
voted against and shares abstaining with respect to the proposal are as follows:
|
|
Shares
Voted For
|
Shares
Voted Against
|
Shares
Voted Abstain
|
1.
|
Reorganization
of INF into RA
|
6,890,246
|
204,459
|
63,030
|
34Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Board Considerations Relating to
the Investment Advisory and Sub-Advisory Agreements (Unaudited)
The Board of Directors (the “Board,” the
members of which are referred to as “Directors”) of Brookfield Real Assets Income Fund Inc. (the “Fund”), including the Directors who are not “interested persons,” as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”), of the Fund, considered and approved the continuation of the Investment Advisory Agreement (the “Advisory Agreement”) between the
Fund and Brookfield Public Securities Group LLC (the “Adviser” or “Brookfield”), and the Sub-Advisory Agreement between Brookfield and Schroder Investment Management North America Inc. (the “Sub-Adviser” or
“Schroders”) with respect to the Fund (the “Sub-Advisory Agreement,” and together with the Advisory Agreement, the “Agreements”), each for a successive one-year period at a telephonic1 meeting held on May 21, 2020 (the “Meeting”).
In accordance with Section 15(c) of the 1940 Act, the
Board requested, and Brookfield and Schroders provided, materials relating to the Board’s consideration of whether to approve the continuation of the Agreements. These materials included, among other things: (a) a summary of the services
provided to the Fund by Brookfield and Schroders; (b) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third-party provider of mutual fund data, on fees and expenses
of the Fund, and the investment performance of the Fund as compared with a peer group and/or peer universe of funds, as applicable, including supplemental data independently prepared by Brookfield; (c) information on the profitability of Brookfield;
(d) information relating to economies of scale; (e) information about Brookfield’s general compliance policies and procedures and the services it provides in connection with its oversight of Schroders; (f) information on Brookfield’s and
Schroders’ risk management processes; (g) information regarding brokerage and soft dollar practices; and (h) information about the key personnel of Brookfield and Schroders that are involved in the investment management, administration,
compliance and risk management activities with respect to the Fund, as well as current and projected staffing levels and compensation practices.
In determining whether to approve the continuation of the
Agreements, the Board, including the Independent Directors, considered at the Meeting, and from time to time, as appropriate, factors that it deemed relevant. The following discusses the primary factors relevant to the Board’s decision.
THE NATURE, EXTENT AND QUALITY OF THE SERVICES TO BE
PROVIDED BY THE ADVISER AND SUB-ADVISER. The Board, including the Independent Directors, considered the nature, extent and quality of services provided by Brookfield. The Board noted that such services include
acting as investment manager and adviser to the Fund, managing the daily business affairs of the Fund, and obtaining and evaluating economic, statistical and financial information to formulate and implement investment policies. Additionally, the
Board observed that Brookfield provides office space, bookkeeping, accounting, legal and compliance services, clerical and administrative services and has authorized its officers and employees, if elected, to serve as officers or Directors of the
Fund without compensation. The Board also noted that Brookfield is also responsible for the coordination and oversight of the Fund’s third-party service providers, including Schroders. In addition to the quality of the advisory services
provided by Brookfield, the Board considered the quality of the administrative and other services provided by Brookfield to the Fund pursuant to the Advisory Agreement.
In connection with the services provided by Brookfield,
the Board analyzed the structure and duties of Brookfield’s fund administration and accounting, operations and its legal and compliance departments to determine whether they are adequate to meet the needs of the Fund. The Board also considered
the personnel responsible for providing advisory services to the Fund and other key personnel of Brookfield, in addition to the current and projected staffing levels and compensation practices. The Board concluded, based on the Directors’
experience and interaction with Brookfield, that: (i) Brookfield would continue to be able to retain high quality personnel; (ii) Brookfield has exhibited a high level of diligence and attention to detail in carrying out its advisory and other
responsibilities under the Advisory Agreement; (iii) Brookfield has been responsive to requests of the Board; and (iv) Brookfield has kept the Board apprised of developments relating to the Fund and the industry in general.
The Board’s conclusion was based, in part, upon the
following: (i) a comprehensive description of the investment advisory and other services provided to the Fund; (ii) a list of personnel who furnish such services and a description of their duties and qualifications; (iii) performance data with
respect to the Fund, including comparable
2020 Semi-Annual Report35
BROOKFIELD REAL ASSETS INCOME FUND INC.
Board Considerations Relating to the Investment Advisory and Sub-Advisory
Agreements (Unaudited)
(continued)
investment companies and accounts managed by Brookfield; (iv) standardized
industry performance data with respect to comparable investment companies and the performance of appropriate recognized indices; (v) recent financial statements of Brookfield; (vi) Brookfield’s culture of compliance and its commitment to
compliance generally, as well as its risk management processes and attention to regulatory matters; and (vii) Brookfield’s reputation and its experience serving as an investment adviser and the experience of the team of portfolio managers that
manages the Fund, as well as its experience serving as an investment adviser to other investment funds and institutional clients. The Board also reviewed Brookfield’s compliance and regulatory history and noted that there were no material
regulatory or compliance issues that would potentially impact Brookfield from effectively serving as the investment adviser to the Fund. The Board concluded that the nature, extent and quality of the overall services provided under the Advisory
Agreement were reasonable and appropriate in relation to the management fee and that the quality of services continues to be high.
The Board also considered the nature, extent and quality
of subadvisory services provided by Schroders to the Fund. The Board observed the Sub-Adviser’s responsibilities in relation to the Fund, including the provision of investment advisory services to the Fund, compliance with the Fund's policies
and investment objective, review of brokerage matters including with respect to trade allocation and best execution, oversight of general fund compliance with federal and state laws, and the implementation of Board directives as they relate to the
Fund. The Board also considered the Sub-Adviser's risk assessment and monitoring processes. The Board considered the Sub-Adviser's current level of staffing and its overall resources, which are needed to attract and retain highly qualified
investment professionals. The Board reviewed the Sub-Adviser's history and investment experience, as well as information regarding the investment personnel who provide services to the Fund. The Board also evaluated the expertise and performance of
the personnel who oversee compliance with the Fund's investment restrictions and other requirements. Additionally, the Board considered certain information in relation to the Sub-Adviser’s portfolio managers, as well as the Board’s
familiarity of the portfolio managers by virtue of their prior employment as investment personnel at the Adviser. The Board also recognized the Sub-Adviser's reputation and experience in serving as an investment adviser to other funds and accounts,
and considered its investment processes and philosophy. The Board took into account that the Sub-Adviser's responsibilities include the development and maintenance of investment programs for a sleeve of the Fund that is consistent with the Fund's
investment objective, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. The Board also
reviewed the Schroder’s compliance and regulatory history and noted that there were no material regulatory or compliance issues that would potentially impact Schroders from effectively serving as the investment subadviser to the Fund. Based on
its consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the overall services provided by the Sub-Adviser were satisfactory and that it was reasonable to conclude that the Sub-Adviser
would continue to provide high quality investment services to the Fund.
THE PERFORMANCE OF THE FUND, THE ADVISER, AND THE
SUB-ADVISER. The Board, including the Independent Directors, also considered the investment performance of the Adviser and the Sub-Adviser. The Board noted that it regularly reviews the performance of the Fund
throughout the year. The Board further noted that, while it monitors performance of the Fund closely, it generally attaches more importance to performance over relatively long periods of time, typically three to five years. The Board considered the
investment performance of the Fund in view of its importance to stockholders. In connection with this review, the Board received information regarding the investment performance of the Fund as compared to a group of funds with investment
classifications and/or objectives comparable to those of the Fund and to an appropriate index or combination of indices identified by Broadridge (“Peer Universe”), as well as a focused peer group identified by Brookfield (“Peer
Group”). In addition, the Board considered supplemental performance information that provided strategy level performance returns over longer periods as compared to the Fund’s performance information since inception. The Board was
provided with a description of the methodology used by Broadridge to select the funds included in the Peer Universe. At the Meeting, management discussed the methodology used by Brookfield to select the funds included in the Peer Group. The
performance information was presented for the periods ended March 31, 2020. The Board noted that the Fund’s performance was below the median of its Peer Universe for the one-, two- and three-year periods (in the fifth quintile for the one-year
period, and in the fourth quintile for the two- and three-year periods).
36Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Board Considerations Relating to the Investment Advisory and Sub-Advisory
Agreements (Unaudited)
(continued)
The Board also noted that the Fund underperformed its Broadridge Index for
all periods. The Board further noted that the Fund’s performance was below the median of its Peer Group for the quarter ended March 31, 2020 and the one-, two-year and three-year periods and since inception. The Board noted management’s
discussion of the Fund’s performance, including management’s continued monitoring and review of the Fund, and concluded that the Fund’s performance was being addressed.
THE COST OF THE ADVISORY AND SUB-ADVISORY SERVICES, AND THE
PROFITABILITY TO THE ADVISER, ITS AFFILIATES, AND TO THE SUB-ADVISER FROM THEIR RELATIONSHIP WITH THE FUND. The Board also received information regarding the management fees to be paid by the Fund to Brookfield
pursuant to the Advisory Agreement and the fees paid by Brookfield to Schroders pursuant to the Sub-Advisory Agreement. The Board examined this information in order to determine the reasonableness of the fees in light of the nature and quality of
services to be provided and any potential additional benefits to be received by Brookfield, Schroders or their affiliates in connection with providing such services to the Fund.
To assist in analyzing the reasonableness of the
management fee for the Fund, the Board received reports independently prepared by Broadridge. The reports showed comparative fee and expense information for the Fund’s expense group (“Expense Group”) and expense universe
(“Expense Universe”), including rankings within each category, as determined by Broadridge. Brookfield identified the funds eligible for inclusion in the Expense Group. In considering the reasonableness of the management fee to be paid
by the Fund to Brookfield, the Board was presented with a number of expense comparisons, including: (i) contractual and actual management fees; and (ii) actual total operating expenses. The Board acknowledged that it was difficult to make precise
comparisons with other funds in the Expense Group and Expense Universe since the exact nature of services provided under the various fund agreements is often not apparent. The Board noted, however, that the comparative fee information provided by
Broadridge as a whole was useful in assessing whether Brookfield was providing services at a cost that was competitive with other, similar funds. The Fund’s fee and expense rankings are discussed below relative to the median of the applicable
expense grouping. In reviewing the expense rankings, the Board noted that a fund with fees and expenses that were below the median had fees and expenses that were less than the median fees and expenses of its peer group, while a fund with fees and
expenses that were above the median had fees and expenses that were higher than the median fees and expenses of its peer group. The Board also noted that for those funds whose fees or expenses were higher than the median, the specific quintile
rankings were reflected with respect to the relevant above-median fee or expense categories (unless quintile rankings were not provided by Broadridge, in which case fund rankings are provided). The Board then noted that for purposes of the quintile
rankings, higher fees and expenses result in a higher quintile ranking, with the first quintile corresponding to low fees and expenses and the fifth quintile corresponding to high fees and expenses. Similarly, the Board noted that the fund with the
lowest expenses is ranked first and the fund with the highest expenses is ranked last within the applicable expense grouping. The Board considered that the Fund’s contractual management fees at common asset levels ($1,100 million) were above
the median of its Expense Group (in the fourth quintile). The Board also considered that the Fund’s actual total expenses for common and leveraged assets were above the median of its Expense Group and Expense Universe (each in the fourth
quintile). The Board noted that the Fund’s actual total expenses for only common assets were below the median of its Expense Group (in the second quintile) and above the median of its Expense Universe (in the third quintile). The Board also
noted that the Fund’s actual total expenses excluding investment related expenses and taxes for common and leveraged assets were above the median of its Expense Group and Expense Universe (each in the fifth quintile). The Board further noted
that the Fund’s actual total expenses excluding investment related expenses and taxes for only common assets were above the median of its Expense Group and Expense Universe (each in the fourth quintile). The Board also noted that the
Fund’s actual management fees for common and leveraged assets were above the median of its Expense Group (in the fourth quintile) and Expense Universe (in the fifth quintile). The Board then noted that the Fund’s actual management fees
for only common assets were above the median of its Expense Group (in the fourth quintile) and Expense Universe (in the fifth quintile). The Board further noted that the Fund’s actual non-management expenses for common and leveraged assets
were above the median of its Expense Group (in the third quintile) and below the median of its Expense Universe (in the second quintile). The Board also considered that the Fund’s actual non-management expenses for only common assets were
above the median of its Expense Group (in the third quintile) and below the median of its Expense Universe (in the second quintile).
2020 Semi-Annual Report37
BROOKFIELD REAL ASSETS INCOME FUND INC.
Board Considerations Relating to the Investment Advisory and Sub-Advisory
Agreements (Unaudited)
(continued)
The Board then noted that the Fund’s investment related expenses and
taxes for common and leveraged assets were below the median of its Expense Group (in the second quintile) and Expense Universe (in the second quintile). The Board also noted that the Fund’s investment related expenses and taxes for only common
assets were below the median of its Expense Group (in the first quintile) and Expense Universe (in the second quintile). The Board noted management’s discussion regarding the Fund’s expenses.
The Board was also asked to consider the management fees
received by Brookfield with respect to other funds and accounts with similar investment strategies to the Fund, which include institutional and separately managed accounts. In comparing these fees, the Board considered certain differences between
these accounts and the Fund, including the broader and more extensive scope of services provided to the Fund in comparison to institutional or separately managed accounts; the greater financial, regulatory and reputational risks in managing the
Fund; and the impact on Brookfield and expenses associated with the more extensive regulatory regime to which the Fund is subject as compared to institutional or separately managed accounts.
The Board also considered Brookfield’s profitability
and the benefits Brookfield and its affiliates received from its relationship with the Fund. The Board received a memorandum and reviewed financial information relating to Brookfield’s financial condition and profitability with respect to the
services it provided to the Fund and considered how profit margins could affect Brookfield’s ability to attract and retain high quality investment professionals and other key personnel. In this regard, the Board reviewed the Fund’s
profitability analysis addressing the overall profitability of Brookfield in connection with its management of the Brookfield Fund Complex,2 as well as
its expected profits and that of its affiliates for providing administrative support for the Fund. In analyzing Brookfield’s profitability, particular attention was given to the allocation of the direct and indirect costs of the resources and
expenses in managing the Fund, as well as the non-Fund and non-advisory business activities. The Board further noted that the methodology followed in allocating costs to the Fund appeared reasonable, while also recognizing that allocation
methodologies are inherently subjective. The Board concluded that the expected profitability to the Adviser from the Fund was reasonable.
With respect to Schroders, the Board reviewed its
financial information and considered whether Schroders had the financial resources necessary to attract and retain high quality investment management personnel and to provide a high quality of services. Additionally, the Board considered the
reasonableness of the management fee payable under the Sub-Advisory Agreement, and took into account that the fee was consistent with management fees that Schroders charged to comparable funds. In considering the expected profitability to Schroders
in connection with its relationship to the Fund, the Board noted that the fees under the Sub-Advisory Agreement are paid by Brookfield out of the management fees that it receives under the Advisory Agreement. As a result, the Board noted that Fund
stockholders are not directly impacted by those fees. In considering the reasonableness of the fees payable by Brookfield to Schroders, the Board relied on the ability of Brookfield to negotiate the Sub-Advisory Agreement and the fees thereunder at
arm's length with an unaffiliated third-party service provider. Consequently, Schroders’ profitability from its relationship with the Fund was not considered a material factor by the Board.
The Board concluded that Brookfield and Schroders had the
financial resources necessary to perform their obligations under the Agreements and to continue to provide the Fund with the high quality services that they had provided in the past. The Board also concluded that the management fee and subadvisory
fee were reasonable in light of the factors discussed above.
THE EXTENT TO WHICH ECONOMIES OF SCALE WILL BE REALIZED AS
THE FUND GROWS AND WHETHER FEE LEVELS REFLECT THOSE ECONOMIES OF SCALE. The Board, including the Independent Directors, considered whether stockholders would benefit from economies of scale and whether there was
potential for future realization of economies with respect to the Fund. The Board considered that as a result of being part of the Brookfield Fund Complex, the constituent funds, including the Fund, share common resources and may share certain
expenses, and if the size of the complex increases, each fund could incur lower expenses than they otherwise would achieve as stand-alone entities. The Board did not review specific information regarding whether there have been economies of scale
with respect to Schroders’ management of the Fund because it regards that information as less relevant at the subadviser level. Rather, the Board considered information
38Brookfield
Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Board Considerations Relating to the Investment Advisory and Sub-Advisory
Agreements (Unaudited)
(continued)
regarding economies of scale in the context of the renewal of the Advisory
Agreement and concluded that the management fee structure, including the amount of management fees retained by Brookfield, was reasonable in light of the factors discussed above.
OTHER FACTORS. In
consideration of the Advisory Agreement, the Board also received information regarding Brookfield’s brokerage and soft dollar practices. The Board considered that Brookfield is responsible for decisions to buy and sell securities for the Fund,
selection of broker-dealers and negotiation of commission rates. The Board noted that it receives reports from Brookfield that include information on brokerage commissions and execution throughout the year. The Board also considered the benefits
Brookfield derives from its soft dollar arrangements, including arrangements under which brokers provide brokerage and/or research services to Brookfield in return for allocating brokerage. The Board then considered other benefits that may be
realized by Brookfield and its affiliates, and Schroders from their relationship with the Fund. Among them, the Board recognized the opportunity to provide advisory services to additional funds and accounts and reputational benefits. The Board
concluded that the benefits that may accrue to each by virtue of the advisory relationship to the Fund were fair and reasonable in light of the costs of providing investment advisory services to the Fund and the ongoing commitment of Brookfield and
Schroders to the Fund.
CONCLUSION. After a full and complete discussion, the Board approved the Agreements, each for a successive one-year period. Based upon their evaluation of all these factors in their totality, the Board, including the Independent
Directors, was satisfied that the terms of the Agreements were fair and reasonable and in the best interests of the Fund and the Fund’s stockholders. In arriving at a decision to approve the Advisory Agreement and Sub-Advisory Agreement, the
Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and each Independent Director may have attributed different weights to different factors. The Independent Directors
were also assisted by the advice of independent legal counsel in making this determination.
1 On March 13, 2020, in response to the potential effects of coronavirus disease 2019 (COVID-19), the
Securities and Exchange Commission (the “SEC”) issued an order pursuant to its authority under Sections 6(c) and 38(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act” or “Act”)
granting exemptions from certain provisions of that Act and the rules thereunder, including temporary exemptive relief from in-person board meeting requirements to cover the approval of advisory contracts. The SEC has provided temporary exemptive
relief for registered management investment companies and any investment adviser or principal underwriter of such companies, in circumstances related to the current or potential effects of COVID-19, from the requirements imposed under sections 15(c)
and 32(a) of the Investment Company Act and Rules 12b-1(b)(2) and 15a-4(b)(2)(ii) under the Investment Company Act that votes of the board of directors of the registered management investment company be cast in person. The relief is subject to
conditions described in the SEC’s order.
2 The Brookfield Fund Complex is comprised of the Fund, Brookfield Investment Funds (7 series of underlying
portfolios), and Center Coast Brookfield MLP & Energy Infrastructure Fund (NYSE: CEN) (the “Brookfield Fund Complex”)
2020 Semi-Annual Report39
BROOKFIELD REAL ASSETS INCOME FUND INC.
Dividend Reinvestment Plan (Unaudited)
A
Dividend Reinvestment Plan (the “Plan”) is available to shareholders of the Fund pursuant to which they may elect to have all distributions of dividends and capital gains automatically reinvested by American Stock Transfer & Trust
Company (the “Plan Agent”) in additional Fund shares. Shareholders who do not participate in the Plan will receive all distributions in cash paid by check mailed directly to the shareholder of record (or if the shares are held in street
or other nominee name, then to the nominee) by the Fund’s Custodian, as Dividend Disbursing Agent.
The Plan Agent serves as agent for the shareholders in
administering the Plan. After the Fund declares a dividend or determines to make a capital gain distribution, payable in cash, if (1) the market price is lower than the net asset value, the participants in the Plan will receive the equivalent in
Fund shares valued at the market price determined as of the time of purchase (generally, the payment date of the dividend or distribution); or if (2) the market price of the shares on the payment date of the dividend or distribution is equal to or
exceeds their net asset value, participants will be issued Fund shares at the higher of net asset value or 95% of the market price. This discount reflects savings in underwriting and other costs that the Fund otherwise will be required to incur to
raise additional capital. If the net asset value exceeds the market price of the Fund shares on the payment date or the Fund declares a dividend or other distribution payable only in cash (i.e., if the Board of Directors precludes reinvestment in
Fund shares for that purpose), the Plan Agent will, as agent for the participants, receive the cash payment and use it to buy Fund shares in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts. If,
before the Plan Agent has completed its purchases, the market price exceeds the net asset value of the Fund’s shares, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the Fund’s shares,
resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund. The Fund will not issue shares under the Plan below net asset value.
Participants in the Plan may withdraw from the Plan upon
written notice to the Plan Agent. When a participant withdraws from the Plan or upon termination of the Plan by the Fund, certificates for whole shares credited to his or her account under the Plan will be issued and a cash payment will be made for
any fraction of a share credited to such account.
There is no charge to participants for reinvesting
dividends or capital gain distributions, except for certain brokerage commissions, as described below. The Plan Agent’s fees for handling the reinvestment of dividends and distributions are paid by the Fund. There are no brokerage commissions
charged with respect to shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of
dividends and distributions.
The automatic reinvestment
of dividends and distributions will not relieve participants of any federal income tax that may be payable on such dividends or distributions.
A brochure describing the Plan is available from the Plan
Agent, by calling 1-800-937-5449.
If you wish to
participate in the Plan and your shares are held in your name, you may simply complete and mail the enrollment form in the brochure. If your shares are held in the name of your brokerage firm, bank or other nominee, you should ask them whether or
how you can participate in the Plan. Shareholders whose shares are held in the name of a brokerage firm, bank or other nominee and are participating in the Plan may not be able to continue participating in the Plan if they transfer their shares to a
different brokerage firm, bank or other nominee, since such shareholders may participate only if permitted by the brokerage firm, bank or other nominee to which their shares are transferred.
40Brookfield Public Securities Group LLC
BROOKFIELD REAL ASSETS INCOME FUND INC.
Joint Notice of Privacy Policy
(Unaudited)
Brookfield Public Securities Group LLC (“PSG”),
on its own behalf and on behalf of the funds managed by PSG and its affiliates, recognizes and appreciates the importance of respecting the privacy of our clients and shareholders. Our relationships are based on integrity and trust and we maintain
high standards to safeguard your non-public personal information (“Personal Information”) at all times. This privacy policy (“Policy”) describes the types of Personal Information we collect about you, the steps we take to
safeguard that information and the circumstances in which it may be disclosed.
If you hold shares of a Fund through a financial
intermediary, such as a broker, investment adviser, bank or trust company, the privacy policy of your financial intermediary will also govern how your Personal Information will be shared with other parties.
WHAT INFORMATION DO WE COLLECT?
We collect the following Personal Information about you:
•
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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.
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•
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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.
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•
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Information
we may receive from our due diligence, such as your creditworthiness and your credit history.
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WHAT IS OUR PRIVACY POLICY?
We may share your Personal Information with our affiliates
in order to provide products or services to you or to support our business needs. We will not disclose your Personal Information to nonaffiliated third parties unless 1) we have received proper consent from you; 2) we are legally permitted to do so;
or 3) we reasonably believe, in good faith, that we are legally required to do so. For example, we may disclose your Personal Information with the following in order to assist us with various aspects of conducting our business, to comply with laws
or industry regulations, and/or to effect any transaction on your behalf;
•
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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);
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•
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Government
agencies, other regulatory bodies and law enforcement officials (e.g. for reporting suspicious transactions);
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•
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Other organizations, with
your consent or as directed by you; and
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•
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Other
organizations, as permitted or required by law (e.g. for fraud protection)
|
When we share your Personal Information, the information is
made available for limited purposes and under controlled circumstances designed to protect your privacy. We require third parties to comply with our standards for security and confidentiality.
HOW DO WE PROTECT CLIENT INFORMATION?
We restrict access to your Personal Information to those
persons who require such information to assist us with providing products or services to you. It is our practice to maintain and monitor physical, electronic, and procedural safeguards that comply with federal standards to guard client nonpublic
personal information. We regularly train our employees on privacy and information security and on their obligations to protect client information.
CONTACT INFORMATION
For questions concerning our Privacy Policy, please contact
our client services representative at 1-855-777-8001.
2020 Semi-Annual Report41
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
Investment Adviser and Administrator
Brookfield Public Securities Group LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
www.brookfield.com
Please direct your inquiries to:
Investor Relations
Phone: 1-855-777-8001
E-mail: publicsecurities.enquiries@brookfield.com
Sub-Adviser
Schroder Investment Management North America Inc.
875 Third Avenue, 22nd Floor
New York, New York 10022-6225
Transfer Agent
Shareholder inquiries relating to distributions, address
changes and shareholder account information should be directed to the Fund’s transfer agent:
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11219
1-800-937-5449
Fund Accounting Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Sub-Administrator
U.S. Bancorp Fund Services, LLC
1201 South Alma School Road, Suite 3000
Mesa, Arizona 85210
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
111 South Wacker Drive
Chicago, Illinois 60606
Legal Counsel
Paul Hastings LLP
200 Park Avenue
New York, New York 10166
Custodian
U.S. Bank National Association
1555 North RiverCenter Drive, Suite 302
Milwaukee, Wisconsin 53212
Filing Administrator
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, Wisconsin 53202
Directors
of the Fund
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Edward
A. Kuczmarski
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Chairman
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Louis
P. Salvatore
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Audit
Committee Chairman
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Heather
S. Goldman
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Director
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Stuart
A. McFarland
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Director
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David
W. Levi
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Director
(Interested)
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Officers
of the Fund
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Brian
F. Hurley
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President
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Angela
W. Ghantous
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Treasurer
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Casey
P. Tushaus
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Assistant Treasurer
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Mohamed
S. Rasul
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Assistant Treasurer
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Thomas
D. Peeney
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Secretary
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Adam
R. Sachs
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Chief
Compliance Officer
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The Fund files its complete schedule of portfolio
holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov.
You may obtain a description of the Fund’s
proxy voting policies and procedures, information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request by calling 1-855-777-8001, or go to the
SEC’s website at www.sec.gov.
Brookfield Public Securities Group LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
1-855-777-8001
www.brookfield.com
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the report to stockholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
None.
Item 10. Submission of
Matters to a Vote of Security Holders.
There were no material changes to the procedures by which stockholders may recommend nominees
to the 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.
(a)(1)
None.
(2)
A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached as an exhibit to this
Form N-CSR.
(3) Not applicable.
(b)
A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(b) under the Investment Company Act of 1940 is attached as an exhibit to this
Form N-CSR.
(4) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BROOKFIELD REAL ASSETS INCOME FUND INC.
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By:
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/s/ Brian F.
Hurley
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Brian F. Hurley
President and Principal
Executive Officer
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Date: August 28, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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By:
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/s/ Brian F.
Hurley
|
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Brian F. Hurley
President and Principal
Executive Officer
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Date: August 28, 2020
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By:
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/s/
Angela W. Ghantous
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Angela W. Ghantous
Treasurer and Principal
Financial Officer
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Date: August 28, 2020
EX-99.CERT
CERTIFICATION
I, Brian F. Hurley, certify
that:
1. I have reviewed this report on Form N-CSR of BROOKFIELD REAL ASSETS INCOME FUND INC.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
4. The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of
1940) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
b) designed such internal control over financial reporting or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
d) disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the 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; and
5. The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants
internal control over financial reporting.
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Dated: August 28, 2020
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/s/ Brian F. Hurley
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Brian F. Hurley
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President and Principal Executive Officer
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CERTIFICATION
I, Angela W. Ghantous, certify that:
1. I have reviewed this
report on Form N-CSR of BROOKFIELD REAL ASSETS INCOME FUND INC.;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
4. The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) designed such internal control over financial reporting or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c) evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
d) disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the 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; and
5. The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants
internal control over financial reporting.
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Dated: August 28, 2020
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/s/ Angela W. Ghantous
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Angela W. Ghantous
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Treasurer and Principal Financial Officer
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