Brookfield Global Listed Infrastructure Income Fund Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22570
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
(Exact name of registrant as specified in charter)
BROOKFIELD PLACE
250 VESEY
STREET, 15th Floor
NEW YORK, NEW YORK 10281-1023
(Address of principal executive offices) (Zip code)
BRIAN F. HURLEY, PRESIDENT
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
BROOKFIELD PLACE
250 VESEY STREET,
15th Floor
NEW YORK, NEW YORK 10281-1023
(Name and address of agent for service)
Registrants telephone number, including area code: (855) 777-8001
Date of fiscal year end: December 31, 2014
Date of
reporting period: June 30, 2014
Item 1. |
Reports to Shareholders. |
2
Brookfield Investment
Management
SEMI-ANNUAL REPORT
June 30, 2014
Brookfield Global Listed Infrastructure
Income Fund Inc.
Brookfield Asset Management Inc. is a global alternative
asset manager with over $200 billion in assets under management as of June 30, 2014. Brookfield has over a 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. The company
offers a range of public and private investment products and services, which leverage its expertise and experience and provide it with a competitive advantage in the markets where it operates. On behalf of its clients, Brookfield is also an active
investor in the public securities markets, where its experience extends over 30 years. Over this time, the company has successfully developed several investment operations and built expertise in the management of institutional portfolios, retail
mutual funds, and structured product investments.
Brookfield’s public market activities are conducted by
Brookfield Investment Management, a registered investment adviser. These activities complement Brookfield’s core competencies and include global listed real estate and infrastructure equities, corporate and securitized credit strategies.
Headquartered in New York, NY, Brookfield Investment Management maintains offices and investment teams in Toronto, Chicago, Boston and London and has over $16 billion of assets under management as of June 30, 2014.
This report is for stockholder 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 |
© Copyright 2014. Brookfield Investment Management Inc.
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
Dear Stockholders,
I am pleased to provide the Semi-Annual Report for Brookfield
Global Listed Infrastructure Income Fund Inc. (the “Fund″) for the six-month period ended June 30, 2014.
Following a mixed year of capital market performance
during 2013, in which the positive catalyst of an improving economic environment benefited equity markets while concerns over rising interest rates challenged the fixed income market, the first few months of 2014 witnessed a shift in trend. Several
competing factors impacted investor sentiment over the period, leading to alternating periods of optimism and doubt. The year began slowly, with extreme winter weather conditions in the U.S. weighing on the economy. However, these concerns began to
subside in the second quarter and equity markets began to regain momentum, as economic data-points demonstrated signs of renewed strength. Accordingly, while the U.S. economy contracted by nearly 3% during the first quarter, investors remained
focused on the forward outlook for growth.
Within
this environment, the 10-year U.S. Treasury rate declined by 51 basis points (0.51)%, ending the period at 2.53%. Recent announcements and policy activity by central banks across the globe indicate that interest rates are likely to remain low in the
near term, particularly as the global economic recovery gains traction. Accordingly, we expect the current low yield, low growth environment should continue to benefit income-producing asset classes, particularly those instruments which offer
exposure to the broader economy as well as the potential for an attractive combination of yield, stability and growth.
The closed end fund industry has been, and continues to
be, impacted by these macroeconomic conditions. We are pleased with the Fund’s net asset value performance and market price performance over the period and are hopeful that secondary market pricing will improve in the closed end fund market.
If interest rates remain low in the near term we expect more buyers in the closed end fund market, which should have a positive impact on the Fund’s market price discount.
In addition to performance information, this report provides
the Fund’s unaudited financial statements as of June 30, 2014.
We are saddened to report the passing of Rodman Drake. Our
thoughts are with Rod’s family and we are very sorry for their loss. As Chairman of our Board, Rod led us for many years and we are extremely grateful for his guidance and support. Rod was a great leader and friend. He will be missed.
We welcome your questions and comments, and encourage you to
contact our Investor Relations team at (855) 777-8001 or visit us at www.brookfieldim.com for more information. Thank you for your support.
Sincerely,
Brian F. Hurley
President
Brookfield Global Listed Infrastructure Income Fund Inc.
Portfolio Characteristics (Unaudited)
June 30, 2014
PORTFOLIO
STATISTICS |
|
Annualized
distribution yield1 |
5.59%
|
Percentage
of leveraged assets |
23.76%
|
ASSET
ALLOCATION BY GEOGRAPHY |
|
United
States |
52.0%
|
Italy
|
13.0%
|
Australia
|
11.9%
|
Canada
|
11.6%
|
France
|
10.3%
|
United
Kingdom |
4.9%
|
Brazil
|
4.7%
|
Spain
|
3.6%
|
Switzerland
|
2.3%
|
Mexico
|
0.8%
|
Liabilities
in Excess of Other Assets |
(15.1)%
|
Total
|
100.0%
|
ASSET
ALLOCATION BY SECTOR |
|
Pipelines
|
29.9%
|
Midstream
|
20.4%
|
Other
|
15.3%
|
Electric
Utilities & Generation |
12.4%
|
Toll
Roads |
9.7%
|
Electricity
Transmission & Distribution |
7.5%
|
Communications
|
6.8%
|
Airports
|
6.6%
|
Rail
|
4.0%
|
Water
|
1.4%
|
Diversified
|
1.1%
|
Liabilities
in Excess of Other Assets |
(15.1)%
|
Total
|
100.0%
|
TOP
TEN HOLDINGS |
|
Snam
Rete Gas SpA |
7.3%
|
GDF
Suez |
6.3%
|
Spark
Infrastructure Group |
5.5%
|
Emerge
Energy Services LP |
5.3%
|
The
Williams Companies, Inc. |
5.0%
|
Sydney
Airport |
4.3%
|
American
Tower Corp. |
4.0%
|
Union
Pacific Corp. |
4.0%
|
Ferrovial
SA |
3.6%
|
Enbridge
Energy Management LLC |
3.5%
|
1
Dividends may include net investment income, capital gains and/or return of capital. The distribution yield referenced above is calculated as the annualized amount of the most recent monthly distribution declared divided by June 30, 2014 stock
price.
2Brookfield Investment Management Inc.
Brookfield Global Listed Infrastructure Income Fund Inc.
Schedule of
Investments (Unaudited)
June 30, 2014
|
|
|
Shares
|
Value
|
COMMON
STOCKS – 114.1% |
AUSTRALIA
– 10.9% |
Airports
– 4.3% |
Sydney Airport
1
|
|
|
3,066,800
|
$
12,202,307 |
Diversified
– 1.1% |
DUET Group
|
|
|
1,426,900
|
3,252,611
|
Electricity
Transmission & Distribution – 5.5% |
Spark Infrastructure Group
1
|
|
|
9,091,900
|
15,888,363
|
Total
AUSTRALIA |
|
|
|
31,343,281
|
BRAZIL
– 4.7% |
Electric
Utilities & Generation – 0.6% |
Tractebel Energia SA
|
|
|
117,400
|
1,763,524
|
Electricity
Transmission & Distribution – 2.0% |
Alupar Investimento SA
2
|
|
|
770,800
|
5,675,907
|
Toll
Roads – 2.1% |
CCR SA
|
|
|
737,800
|
6,027,286
|
Total
BRAZIL |
|
|
|
13,466,717
|
CANADA
– 11.6% |
Midstream
– 5.0% |
Gibson Energy, Inc.
|
|
|
99,900
|
3,186,914
|
Gibson Energy, Inc.
3
|
|
|
202,600
|
6,463,150
|
Keyera Corp.
1
|
|
|
63,500
|
4,678,070
|
Total
Midstream |
|
|
|
14,328,134
|
Pipelines
– 6.6% |
Enbridge, Inc.
1
|
|
|
135,000
|
6,408,450
|
Pembina Pipeline Corp.
1
|
|
|
177,300
|
7,628,361
|
TransCanada Corp.
1
|
|
|
108,150
|
5,160,918
|
Total
Pipelines |
|
|
|
19,197,729
|
Total
CANADA |
|
|
|
33,525,863
|
FRANCE
– 10.3% |
Communications
– 2.8% |
Eutelsat Communications SA
|
|
|
230,800
|
8,020,232
|
Electric
Utilities & Generation – 6.3% |
GDF Suez
1
|
|
|
664,100
|
18,296,992
|
Toll
Roads – 1.2% |
Vinci SA
|
|
|
45,900
|
3,431,428
|
Total
FRANCE |
|
|
|
29,748,652
|
ITALY
– 13.0% |
Electric
Utilities & Generation – 2.9% |
Acea SpA
|
|
|
570,900
|
8,368,007
|
Pipelines
– 7.3% |
Snam Rete Gas SpA
1
|
|
|
3,489,000
|
21,013,994
|
Toll
Roads – 2.8% |
Atlantia SpA
|
|
|
285,400
|
8,130,466
|
Total
ITALY |
|
|
|
37,512,467
|
See Notes to Financial
Statements.
Brookfield Global Listed Infrastructure Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2014
|
|
|
Shares
|
Value
|
COMMON
STOCKS (continued) |
MEXICO
– 0.8% |
Pipelines
– 0.8% |
Infraestructura Energetica Nova SAB de CV
|
|
|
380,300
|
$
2,110,033 |
Total
MEXICO |
|
|
|
2,110,033
|
SPAIN
– 3.6% |
Toll
Roads – 3.6% |
Ferrovial SA
1
|
|
|
465,600
|
10,374,011
|
Total
SPAIN |
|
|
|
10,374,011
|
SWITZERLAND
– 2.3% |
Airports
– 2.3% |
Flughafen Zuerich AG
|
|
|
10,700
|
6,573,525
|
Total
SWITZERLAND |
|
|
|
6,573,525
|
UNITED
KINGDOM – 4.9% |
Electric
Utilities & Generation – 2.6% |
Infinis Energy PLC
2
|
|
|
1,900,000
|
7,475,527
|
Other
– 0.9% |
Royal Mail PLC
|
|
|
320,500
|
2,735,113
|
Water
– 1.4% |
United Utilities Group PLC
1
|
|
|
265,150
|
4,001,130
|
Total
UNITED KINGDOM |
|
|
|
14,211,770
|
UNITED
STATES – 52.0% |
Communications
– 4.0% |
American Tower Corp.
1
|
|
|
128,900
|
11,598,422
|
Midstream
– 15.4% |
Atlas Pipeline Partners LP
|
|
|
206,400
|
7,100,160
|
Crestwood Equity Partners LP
1
|
|
|
273,000
|
4,059,510
|
Enable Midstream Partners LP
|
|
|
252,500
|
6,612,975
|
EQT Midstream Partners LP
|
|
|
86,500
|
8,368,010
|
Marlin Midstream Partners, LP
|
|
|
100,000
|
2,039,000
|
QEP Midstream Partners LP
|
|
|
66,700
|
1,717,525
|
The Williams Companies, Inc.
1
|
|
|
249,900
|
14,546,679
|
Total
Midstream |
|
|
|
44,443,859
|
Other
– 14.4% |
CorEnergy Infrastructure Trust
1
|
|
|
412,900
|
3,059,589
|
Emerge Energy Services LP
1
|
|
|
144,200
|
15,256,360
|
EV Energy Partners LP
1
|
|
|
135,100
|
5,352,662
|
Exterran Partners LP
|
|
|
332,300
|
9,397,444
|
Teekay Corp.
1
|
|
|
133,592
|
8,316,102
|
Total
Other |
|
|
|
41,382,157
|
Pipelines
– 14.2% |
Enbridge Energy Management LLC
1,2
|
|
|
289,156
|
10,192,765
|
Energy Transfer Equity LP
|
|
|
99,000
|
5,835,060
|
Energy Transfer Partners LP
1
|
|
|
112,400
|
6,515,828
|
Plains All American Pipeline LP
1
|
|
|
77,563
|
4,657,658
|
Sempra Energy
1
|
|
|
63,900
|
6,690,969
|
See Notes to Financial
Statements.
4Brookfield Investment Management Inc.
Brookfield Global Listed Infrastructure Income Fund Inc.
Schedule of Investments (Unaudited) (continued)
June 30, 2014
|
|
|
Shares
|
Value
|
COMMON
STOCKS (continued) |
Spectra Energy Corp.
1
|
|
|
166,000
|
$
7,051,680 |
Total
Pipelines |
|
|
|
40,943,960
|
Rail
– 4.0% |
Union Pacific Corp.
1
|
|
|
116,200
|
11,590,950
|
Total
UNITED STATES |
|
|
|
149,959,348
|
Total COMMON STOCKS (Cost $239,742,701)
|
|
|
|
328,825,667
|
|
Interest
Rate |
Maturity
|
Principal
Amount (000s) |
Value
|
CORPORATE
BOND – 1.0% |
AUSTRALIA
– 1.0% |
Pipelines
– 1.0% |
APT Pipelines, Ltd.
4
|
8.01%
|
09/30/72
|
AUD
2,919 |
$
2,955,086 |
Total CORPORATE BOND (Cost $3,062,648)
|
|
|
|
2,955,086
|
Total Investments – 115.1% (Cost $242,805,349)
|
|
|
|
331,780,753
|
Liabilities in Excess of Other Assets – (15.1)%
|
|
|
|
(43,438,448)
|
TOTAL NET ASSETS – 100.0%
|
|
|
|
$288,342,305
|
The
following notes should be read in conjunction with the accompanying Schedule of Investments. |
|
1
|
—
All or a portion of this security is pledged as collateral for credit facility. |
2
|
—
Non-income producing security. |
3
|
—
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, 2014, the total value of all
such securities was $6,463,150 or 2.2% of net assets. |
4
|
—
Variable rate security – Interest rate shown is the rate in effect as of June 30, 2014. |
See Notes to Financial
Statements.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Statement of
Assets and Liabilities (Unaudited)
June 30, 2014
Assets:
|
|
Investments in securities, at value (Note
2)
|
$331,780,753
|
Cash
|
45,891,891
|
Interest and dividends
receivable
|
1,123,730
|
Prepaid
expenses
|
17,019
|
Total
assets
|
378,813,393
|
Liabilities:
|
|
Payable for credit facility (Note
6)
|
90,000,000
|
Investment advisory fee
payable
|
304,749
|
Administration fee
payable
|
45,712
|
Payable for credit facility
interest
|
9,341
|
Directors' fee
payable
|
4,711
|
Accrued
expenses
|
106,575
|
Total
liabilities
|
90,471,088
|
Net
Assets
|
$288,342,305
|
Composition
of Net Assets: |
|
Capital stock, at par value ($0.001 par value, 1,000,000,000 shares
authorized)
|
$
10,345 |
Additional paid-in
capital
|
193,467,156
|
Distributions in excess of net investment
income
|
(7,887,346)
|
Accumulated net realized gain on investments, foreign currency and foreign currency
transactions
|
13,769,003
|
Net unrealized appreciation on investments and foreign currency
translations
|
88,983,147
|
Net assets applicable to capital stock
outstanding
|
$288,342,305
|
Total investments at
cost
|
$242,805,349
|
Shares
Outstanding and Net Asset Value Per Share: |
|
Shares
outstanding
|
10,345,240
|
Net asset value per
share
|
$
27.87 |
See Notes to Financial
Statements.
6Brookfield Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Statement of
Operations (Unaudited)
For the Six Months Ended June 30, 2014
Investment
Income: |
|
Dividends
|
$
4,899,454 |
Interest
|
94,072
|
Foreign withholding
tax
|
(427,288)
|
Total investment
income
|
4,566,238
|
Expenses:
|
|
Investment advisory fees (Note
3)
|
1,666,159
|
Administration fees (Note
3)
|
249,924
|
Legal
fees
|
40,393
|
Fund accounting servicing
fees
|
38,865
|
Directors'
fees
|
33,461
|
Custodian
fees
|
32,141
|
Audit and tax
services
|
28,764
|
Reports to
stockholders
|
14,524
|
Insurance
|
12,945
|
Registration
fees
|
12,416
|
Transfer agent
fees
|
8,379
|
Miscellaneous
|
5,025
|
Total expenses before interest
expense
|
2,142,996
|
Interest expense on credit facility (Note
6)
|
413,520
|
Total
expenses
|
2,556,516
|
Net investment
income
|
2,009,722
|
Realized
and Unrealized Gain (Loss): |
|
Net
realized gain (loss) on: |
|
Investments
|
13,756,157
|
Foreign currency and foreign currency
transactions
|
9,817
|
Net realized
gain
|
13,765,974
|
Net
change in unrealized appreciation (depreciation) on: |
|
Investments
|
48,367,580
|
Foreign currency
translations
|
(957)
|
Net change in unrealized
appreciation
|
48,366,623
|
Net realized and unrealized
gain
|
62,132,597
|
Net increase in net assets resulting from
operations
|
$64,142,319
|
See Notes to Financial
Statements.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Statements of
Changes in Net Assets
|
For
the Six Months Ended June 30, 2014 (Unaudited) |
|
For
the Year Ended December 31, 2013 |
Increase
in Net Assets Resulting from Operations: |
|
|
|
Net investment
income
|
$
2,009,722 |
|
$
5,732,913 |
Net realized gain on investments, written option contracts, foreign currency and foreign currency
transactions
|
13,765,974
|
|
13,572,186
|
Net change in unrealized appreciation on investments, written option contracts, foreign currency and foreign currency
translation
|
48,366,623
|
|
20,055,242
|
Net increase in net assets resulting from
operations
|
64,142,319
|
|
39,360,341
|
Distributions
to Stockholders: |
|
|
|
Net investment
income
|
(7,243,737)
|
|
(11,499,254)
|
Net realized
gains
|
—
|
|
(9,841,427)
|
Total
distributions
|
(7,243,737)
|
|
(21,340,681)
|
Capital
Stock Transactions: |
|
|
|
Proceeds from rights offering, net of offering
costs
|
255,775*
|
|
47,286,900
|
Net increase in net assets from capital stock
transactions
|
255,775
|
|
47,286,900
|
Total increase in net
assets
|
57,154,357
|
|
65,306,560
|
Net
Assets: |
|
|
|
Beginning of
period
|
231,187,948
|
|
165,881,388
|
End of
period
|
$288,342,305
|
|
$231,187,948
|
Distributions in excess of net investment
income
|
$
(7,887,346) |
|
$
(2,653,331) |
|
Share
Transactions |
|
|
|
Shares issued or sold as a result of rights
offering
|
—
|
|
2,590,000
|
* |
This
amount represents an adjustment to paid-in capital in connection with the rights offering. |
|
See Notes to Financial
Statements.
8Brookfield Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Statement of Cash
Flows (Unaudited)
For the Six Months Ended June 30, 2014
Increase
(Decrease) in Cash: |
|
Cash
flows used for operating activities: |
|
Net increase in net assets resulting from
operations
|
$
64,142,319 |
Adjustments
to reconcile net increase in net assets resulting from operations to net cash used for operating activities: |
|
Purchases of portfolio
investments
|
(21,424,283)
|
Proceeds from disposition of portfolio
investments
|
46,118,715
|
Return of capital distributions from portfolio
investments
|
1,755,410
|
Decrease in interest and dividends
receivable
|
297,682
|
Decrease in prepaid
expenses
|
361
|
Increase in payable for credit facility
interest
|
4,745
|
Decrease in payable for investments
purchased
|
(1,064,821)
|
Decrease in accrued expenses due to rights
offering
|
(204,626)
|
Increase in investment advisory fee
payable
|
50,429
|
Increase in administration fee
payable
|
7,564
|
Increase in directors' fee
payable
|
961
|
Decrease in accrued
expenses
|
(37,084)
|
Net amortization on
investments
|
697
|
Net change in unrealized appreciation on
investments
|
(48,367,580)
|
Net realized gain on
investments
|
(13,756,157)
|
Net cash used for operating
activities
|
27,524,332
|
Cash
flows provided by financing activities: |
|
Net cash provided by credit
facility
|
10,000,000
|
Net cash provided by rights
offering
|
255,775
|
Distributions paid to
stockholders
|
(7,243,737)
|
Net cash provided by financing
activities
|
3,012,038
|
Net increase in
cash
|
30,536,370
|
Cash at the beginning of
period
|
15,355,521
|
Cash at the end of
period
|
$
45,891,891 |
Supplemental
Disclosure of Cash Flow Information: |
|
Interest
payments for the period ended June 30, 2014 totaled $408,775. |
|
See Notes to Financial
Statements.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Financial Highlights
|
For
the Six Months ended June 30, 2014 (Unaudited) |
|
For
the year ended December 31, 2013 |
|
For
the year ended December 31, 2012 |
|
Period
from August 26, 20111 through December 31, 2011 |
Per
Share Operating Performance: |
|
|
|
|
|
|
|
Net asset value, beginning of
period
|
$
22.35 |
|
$
21.39 |
|
$
20.12 |
|
$
19.102 |
Net investment
income3
|
0.19
|
|
0.69
|
|
0.65
|
|
0.18
|
Net realized and unrealized gain on investment
transactions
|
6.03
|
|
3.71
|
|
2.02
|
|
1.19
|
Net increase in net asset value resulting from
operations
|
6.22
|
|
4.40
|
|
2.67
|
|
1.37
|
Distributions from net investment
income
|
(0.70)
|
|
(1.40)
|
|
(0.48)
|
|
(0.09)
|
Distributions from net realized
gains
|
—
|
|
(0.95)
|
|
(0.89)
|
|
—
|
Return of capital
distributions
|
—
|
|
—
|
|
(0.03)
|
|
(0.26)
|
Total distributions
paid
|
(0.70)
|
|
(2.35)
|
|
(1.40)
|
|
(0.35)
|
Change due to rights
offering4
|
—
|
|
(1.09)
|
|
—
|
|
—
|
Net asset value, end of
period
|
$
27.87 |
|
$
22.35 |
|
$
21.39 |
|
$
20.12 |
Market price, end of
period
|
$
25.06 |
|
$
19.77 |
|
$
20.15 |
|
$
17.61 |
Total Investment
Return†
|
30.86%
5 |
|
9.76%
|
|
23.06%
|
|
(10.16)%
5 |
Ratios
to Average Net Assets/Supplementary Data: |
|
|
|
|
|
|
|
Net assets, end of period
(000s)
|
$288,342
|
|
$231,188
|
|
$165,881
|
|
$156,065
|
Operating expenses excluding interest
expense
|
1.71%
6 |
|
1.69%
|
|
1.83%
|
|
2.14%
6 |
Interest
expense
|
0.33%
6 |
|
0.32%
|
|
0.42%
|
|
0.47%
6 |
Total
expenses
|
2.04%
6 |
|
2.01%
|
|
2.25%
|
|
2.61%
6 |
Net investment
income
|
1.60%
6 |
|
3.00%
|
|
3.12%
|
|
2.81%
6 |
Portfolio turnover
rate
|
7%
5 |
|
57%
|
|
76%
|
|
30%
5 |
Credit facility, end of period
(000s)
|
$
90,000 |
|
$
80,000 |
|
$
53,000 |
|
$
53,000 |
Asset Coverage per $1,000 unit of senior
indebtedness7
|
$
4,204 |
|
$
3,890 |
|
$
4,130 |
|
$3,945 |
† |
Total
investment return is computed based upon the New York Stock Exchange market price of the Fund's shares and excludes the effect of broker commissions. Distributions are assumed to be reinvested at the prices obtained under the Fund's dividend
reinvestment plan. |
|
|
|
1 |
Commencement
of operations. |
|
|
|
2 |
Net
asset value, beginning of period, reflects a deduction of $0.90 per share sales charge from the initial public offering price of $20.00 per share. |
|
|
|
3 |
Per
share amounts presented are based on average shares outstanding throughout the period indicated. |
|
|
|
4 |
Effective
as of the close of business on September 19, 2013, the Fund issued transferrable rights to its stockholders to subscribe for up to 2,590,000 shares of common stock at a rate of one share for every 3 rights held. The subscription price was initially
set at 90% of the average closing price for the last 5 trading days of the offering period. However as the subscription price was less than 80% of the Net Asset Value ("NAV") of the Fund's common shares at the close of trading on the New York Stock
Exchange ("NYSE") on the expiration date, the subscription price was 80% of the Fund's NAV at the close of trading on that day. The shares were subscribed at a price of $19.29 which was less than the October 18, 2013 NAV of $24.11 thus creating a
dilutive effect on the NAV. |
|
|
|
5 |
Not
annualized. |
|
|
|
6 |
Annualized.
|
|
|
|
7 |
Calculated
by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. |
|
|
|
See Notes to Financial
Statements.
10Brookfield Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Notes to Financial
Statements (Unaudited)
June 30, 2014
1.Organization
Brookfield Global Listed Infrastructure Income Fund Inc.
(the “Fund”) was incorporated under the laws of the State of Maryland on June 8, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management
investment company, which invests primarily in publicly traded infrastructure companies. The Fund commenced operations on August 26, 2011.
Brookfield Investment Management Inc. (“BIM”
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 (the “Advisers Act”), and serves as investment adviser
to the Fund.
The investment objective of the Fund is
to provide a high level of total return, with an emphasis on income. The investment objective is not fundamental and may be changed by the Board of Directors (the “Board”) without stockholder approval, upon not less than 60 days prior
written notice to stockholders. No assurance can be given that the Fund’s investment objective will be achieved.
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.
Valuation of Investments:
Debt securities, including U.S. government securities, listed corporate bonds, other fixed income and asset-backed securities, and unlisted securities and private placement securities, are generally valued at the bid prices furnished by an
independent pricing service or, if not valued by an independent pricing service, using bid prices obtained from active and reliable market makers in any such security or a broker-dealer. The broker-dealers or pricing services use multiple valuation
techniques to determine fair value. In instances where sufficient market activity exists, the broker-dealers or pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In
instances where sufficient market activity may not exist or is limited, the broker-dealers or pricing services utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between
securities in determining fair value and/or market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon-rates, anticipated timing of principal repayments, underlying collateral, and
other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair values. Short-term debt securities with remaining maturities of sixty days or less are valued at amortized cost with
interest accrued or discount accreted to the date of maturity, unless such valuation, in the judgment of the Adviser’s Valuation Committee, does not represent market value.
Investments in equity securities listed or traded on any
securities exchange or traded in the over-the-counter market are valued at the trade price as of the close of business on the valuation date. Investments in open-end registered investment companies, if any, are valued at the net asset value
(“NAV”) as reported by those investment companies.
Fair valuation procedures may be used to value a portion
of the assets of the Fund. The Fund may use the fair value of a security to calculate its NAV when, for example, (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in
a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Adviser determines that the quotation or price for a portfolio
security provided by a broker-dealer or an independent pricing service is inaccurate.
2014 Semi-Annual Report11
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Notes to Financial
Statements (Unaudited) (continued)
June 30, 2014
The fair value of securities may be difficult to determine
and thus judgment plays a greater role in the valuation process. The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history,
current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4)
other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality.
The values assigned to fair valued investments are based
on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Changes in the fair valuation of portfolio securities may be
less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Imprecision in estimating fair value can also impact the
amount of unrealized appreciation or depreciation recorded for a particular portfolio security and differences in the assumptions used could result in a different determination of fair value, and those differences could be material.
The Fund’s Board has adopted procedures for the
valuation of the Fund’s securities. The Adviser oversees the day to day responsibilities for valuation determinations under these procedures. The Board regularly reviews the application of these procedures to the securities in the Fund’s
portfolio. Pursuant to the procedures, securities in the Fund are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers. However, if (i) a market value or price is not readily
available, (ii) the available quotations are not believed to be reflective of market value by the Adviser, or (iii) a significant event has occurred that would materially affect the value of the security, the security is fair valued, as determined
in good faith, by the Adviser’s Valuation Committee. The Adviser’s Valuation Committee is comprised of senior members of the Adviser’s management team. There can be no assurance that the Fund could purchase or sell a portfolio
security at the price used to calculate the Fund’s NAV. As of June 30, 2014, there were no Fund securities that were fair valued by the Adviser’s Valuation Committee.
The Fund has established methods of fair value
measurements in accordance with GAAP. Fair value denotes the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier
hierarchy has been established to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that
market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent
in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained
from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the
best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
•
|
Level 1
- |
quoted prices in active
markets for identical assets or liabilities |
•
|
Level 2
- |
quoted prices in markets
that are not active or other significant observable inputs (including, but not limited to: quoted prices for similar assets or liabilities, quoted prices based on recently executed transactions, interest rates, credit risk, etc.) |
•
|
Level 3
- |
significant unobservable
inputs (including the Fund’s own assumptions in determining the fair value of assets or liabilities) |
The Adviser’s valuation policy, as previously
stated, establishes parameters for the sources and types of valuation analysis, as well as, the methodologies and inputs the Adviser uses in determining fair value, including the use of the Adviser’s Valuation Committee. If the Adviser’s
Valuation Committee determines that additional techniques, sources or inputs are appropriate or necessary in a given situation, such additional work will be undertaken.
12Brookfield
Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Notes to Financial
Statements (Unaudited) (continued)
June 30, 2014
Significant increases or decreases in any of the unobservable
inputs in isolation may result in a lower or higher fair value measurement.
To assess the continuing appropriateness of security
valuations, the Adviser (or its third party service provider, who is subject to oversight by the Adviser), regularly compares one of its prior day prices, prices on comparable securities and sale prices to the current day prices and challenges those
prices that exceed certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, the Adviser’s Valuation Committee reviews and affirms the reasonableness of the valuations based
on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.
The inputs or methodology used for valuing investments are
not necessarily an indication of the risk associated with investing in those securities.
The following table summarizes the Fund’s investments
categorized in the disclosure hierarchy as of June 30, 2014:
Valuation
Inputs |
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total
|
Common
Stocks: |
Australia
|
$
— |
|
$
31,343,281 |
|
$
— |
|
$
31,343,281 |
Brazil
|
13,466,717
|
|
—
|
|
—
|
|
13,466,717
|
Canada
|
33,525,862
|
|
—
|
|
—
|
|
33,525,862
|
France
|
—
|
|
29,748,652
|
|
—
|
|
29,748,652
|
Italy
|
—
|
|
37,512,467
|
|
—
|
|
37,512,467
|
Mexico
|
2,110,033
|
|
—
|
|
—
|
|
2,110,033
|
Spain
|
—
|
|
10,374,011
|
|
—
|
|
10,374,011
|
Switzerland
|
—
|
|
6,573,526
|
|
—
|
|
6,573,526
|
United
Kingdom
|
7,475,527
|
|
6,736,243
|
|
—
|
|
14,211,770
|
United
States
|
149,959,348
|
|
—
|
|
—
|
|
149,959,348
|
Total Common
Stocks
|
206,537,487
|
|
122,288,180
|
|
—
|
|
328,825,667
|
Corporate
Bond: |
Australia
|
—
|
|
2,955,086
|
|
—
|
|
2,955,086
|
Total
|
$
206,537,487 |
|
$
125,243,266 |
|
$
— |
|
$
331,780,753 |
For further information regarding security characteristics,
see the Schedule of Investments.
The fair value of
the Fund’s credit facility, which qualifies as a financial instrument under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Disclosures about Fair Values of Financial
Instruments”, approximates the carrying amounts presented in the Statement of Assets and Liabilities. As of June 30, 2014, this financial instrument is categorized as a Level 2 within the disclosure hierarchy.
Level 2 common stocks are fair valued as a result of
market movements following the close of trading. During the six months ended June 30, 2014 there were transfers from Level 1 to Level 2 of $7,790,810. The basis for recognizing and valuing transfers is as of the end of the period in which transfers
occur.
During the six months ended June 30, 2014, the
Fund did not invest in any Level 3 securities.
Investment Transactions and Investment Income: Securities transactions are recorded on the trade date. Realized gains and losses from securities transactions are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Discounts and
premiums on securities are accreted and amortized, respectively, on a daily basis, using the effective yield to maturity method adjusted based on management’s assessment of the collectability of such interest. Dividend income is recorded on
the ex-dividend date.
2014 Semi-Annual Report13
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Notes to Financial
Statements (Unaudited) (continued)
June 30, 2014
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 realized gains or losses resulting from changes in foreign exchange rates on securities from the
fluctuations arising from changes in market prices of securities held. The Fund does not isolate the portion of unrealized gains or losses resulting from changes in foreign exchange rates on securities from the fluctuations arising from changes in
market prices of securities held.
Reported
net realized foreign exchange gains or losses arise from sales of securities, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and
foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid.
Taxes: 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 June 30, 2014, 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 June 30, 2014, open taxable years
consisted of the taxable period August 26, 2011 (commencement of operations) to December 31, 2011 and the taxable years ended December 31, 2012 through December 31, 2013. No examination of the Fund’s tax returns is currently in progress.
Expenses: Expenses
directly attributable to the Fund are charged directly to the Fund, while expenses which are attributable to the Fund and other investment companies advised by the Adviser are allocated among the respective investment companies, including the Fund,
based upon relative net assets.
Distributions: The Fund
declares and pays dividends monthly from net investment income. Distributions of realized capital gains in excess of capital loss carryforwards are distributed at least annually. Dividends and distributions are recorded on the ex-dividend date. All
common shares have equal dividend and other distribution rights.
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.
Cash Flow Information:
The Fund invests in securities and distributes dividends and distributions which are paid in cash or are reinvested at the discretion of stockholders. These activities are reported in the Statements of Changes in Net Assets. Additional information
on cash receipts and cash payments is presented in the Statement of Cash Flows. Cash, as used in the Statement of Cash Flows, is the amount reported as “Cash” in the Statement of Assets and Liabilities, and does not include short-term
investments.
14Brookfield Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Notes to Financial
Statements (Unaudited) (continued)
June 30, 2014
3.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 operation of the Fund. The Advisory Agreement provides that the Fund shall pay the Adviser a fee, computed daily and payable monthly, 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”). Pursuant to the Advisory Agreement, the Adviser may delegate any or all of its responsibilities to one or more investment sub-advisers, which may be
affiliates of the Adviser, subject to the approval of the Board and stockholders of the Fund.
The Fund has entered into an Administration Agreement with
the Adviser. The Adviser has entered into a sub-administration agreement with U.S. Bancorp Fund Services, LLC (the “Sub-Administrator”). The Adviser and Sub-Administrator perform administrative services necessary for the operation of the
Fund, including maintaining certain books and records of the Fund and preparing reports and other documents required by federal, state, and other applicable laws and regulations, and providing the Fund with administrative office facilities. For
these services, the Fund shall pay to the Adviser a monthly fee at an annual rate of 0.15% of the Fund’s average daily Managed Assets. The Adviser is responsible for any fees due to the Sub-Administrator.
Certain officers and/or directors of the Fund are officers
and/or directors of the Adviser.
4.Purchases and Sales of Investments
For the six months ended June 30, 2014, purchases and sales
of investments, excluding short-term securities, the credit facility and U.S. Government securities were $21,424,283 and $46,118,715, respectively.
5.Option Contracts
The Fund may purchase or sell (i.e., write) options on securities, securities indices and foreign currencies which are listed on a national securities exchange or traded in the over-the-counter market to hedge the value of the Fund’s
portfolio or as a means of achieving additional return.
A call option is a contract that gives the holder of the
option the right to buy from the writer of the option, in return for a premium, the security or currency underlying the option at a specified exercise price at any time during the term of the option. The writer of the call option has the obligation,
upon exercise of the option, to deliver the underlying security or currency upon payment of the exercise price during the option period.
A put option is a contract that gives the holder of the
option the right, in return for a premium, to sell to the seller of the put option the underlying security at a specified price. The seller of the put option has the obligation to buy the underlying security upon exercise at the exercise
price.
A call option is “covered” if the
Fund owns the underlying instrument covered by the call or has an absolute and immediate right to acquire that instrument without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon
conversion or exchange of other instruments held in its portfolio. A call option is also covered if the Fund holds a call option on the same instrument as the call option written where the exercise price of the call option held is (i) equal to or
less than the exercise price of the call option written or (ii) greater than the exercise price of the call option written if the difference is maintained by the Fund in cash, U.S. government securities or other high-grade short-term obligations in
a segregated account with its custodian. A call option is “uncovered” if the underlying security covered by the call is not held by the Fund. A put option is “covered” if the Fund maintains cash or other liquid securities
with a value equal to the exercise price in a segregated account with its custodian, or else holds a put option on the same instrument as the put option written where the exercise price of the put option held is equal to or greater than the exercise
price of the put option written.
2014 Semi-Annual Report15
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Notes to Financial
Statements (Unaudited) (continued)
June 30, 2014
If the Fund has written an option, it may close out its
obligation by effecting a closing purchase transaction. This is accomplished by purchasing an option of the same series as the option previously written. However, once the Fund has been assigned an exercise notice, the Fund will be unable to effect
a closing purchase transaction. Similarly, if the Fund is the holder of an option it may liquidate its position by effecting a closing sale transaction. This is accomplished by selling an option of the same series as the option previously purchased.
There can be no assurance that either a closing purchase or sale transaction can be effected when the Fund so desires.
The Fund will realize a profit from a closing transaction
if the price of the transaction is less than the premium received from writing the option, or is more than the premium paid to purchase the option; the Fund will realize a loss from a closing transaction if the price of the transaction is more than
the premium received from writing the option, or is less than the premium paid to purchase the option. Since call option prices generally reflect increases in the price of the underlying security, any loss resulting from the repurchase of a call
option may also be wholly or partially offset by unrealized appreciation of the underlying security. Other principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price and
price volatility of the underlying security and the time remaining until the expiration date of the option. Gains and losses on investments in options depend, in part, on the ability of the Adviser to correctly predict the effect of these factors.
The use of options cannot serve as a complete hedge since the price movement of securities underlying the options will not necessarily follow the price movements of the portfolio securities subject to the hedge.
As of June 30, 2014, there were no options outstanding.
6.Borrowings
Credit facility: The Fund
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 on the amount outstanding and 0.70% on the line of credit that is unused. For the six months ended June 30, 2014, the average interest rate paid on the line of credit was 0.93% of the average total line of credit amount available to the
Fund.
Total line of credit amount
available
|
$90,000,000
|
Line of credit outstanding at June 30,
2014
|
90,000,000
|
Line of credit amount unused at June 30,
2014
|
—
|
Average balance outstanding during the
period
|
82,983,425
|
Interest expense incurred on line of credit during the
period
|
413,520
|
7.Capital Stock
The Fund’s authorized stock consists of
1,000,000,000 shares of stock, par value $0.001 per share. The Fund’s Board is authorized to classify and reclassify any unissued shares of capital stock into other classes or series of stock and authorize the issuance of shares of stock
without obtaining stockholder approval. The Board, without any action by the stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or
series that the Fund has authority to issue.
The
common shares have no preemptive, conversion, exchange or redemption rights. All shares of the Fund’s common stock have equal voting, dividend, distribution and liquidation rights. The common shares are fully paid and non-assessable. Common
stockholders are entitled to one vote per share and all voting rights for the election of directors are non-cumulative.
The Fund issued to its stockholders of record as of the
close of business on September 19, 2013, transferrable rights to subscribe for up to an aggregate of 2,590,000 shares of common stock of the Fund at a rate of one share of common stock for 3 rights held. The issue was fully subscribed at the
subscription price of $19.29. Total
16Brookfield
Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Notes to Financial
Statements (Unaudited) (continued)
June 30, 2014
offering costs were $498,131. Additionally, $1,869,620 of brokerage and
dealer-management commissions were charged directly against the proceeds of the rights offering. The Fund increased its capital by $47,286,900.
8.Federal Income Tax
Information
Income and capital gain distributions are
determined in accordance with Federal income tax regulations, which may differ from GAAP.
The tax character of distributions for the six months ended
June 30, 2014 is expected to be from ordinary income but will be determined at the end of the Fund's current year.
The tax character of the distributions paid for the year
ended December 31, 2013 was as follows:
Ordinary income (including short-term capital
gains)
|
$13,719,342
|
Long-term capital
gains
|
7,621,339
|
Total
distributions
|
$21,340,681
|
A notice disclosing the
source(s) of a distribution is provided after a payment is made from any source other than net investment income. Any such notice is provided only for informational purposes in order to comply with the requirements of Section 19(a) of the 1940 Act
and not for tax reporting purposes. The tax composition of the Fund’s distributions for each calendar year is reported on IRS Form 1099-DIV.
At , the Fund’s most recently completed tax year-end,
the components of distributable earnings on a tax basis were as follows:
Undistributed Long-term capital
gains
|
$
158,004 |
Other accumulated
losses
|
(2,193,586)
|
Tax basis unrealized
appreciation
|
39,993,104
|
Total tax basis accumulated
gains
|
$
37,957,522 |
As of December 31, 2013, the Fund had no capital loss
carryforwards.
Federal Income Tax Basis: The federal income tax basis of the Fund's investments, not including foreign currency translations at June 30, 2014 was as follows:
Cost
of Investments |
Gross
Unrealized Appreciation |
Gross
Unrealized Depreciation |
Net
Unrealized Appreciation |
$242,805,349
|
$95,254,887
|
$(6,279,483)
|
$88,975,404
|
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 wash sales and return of capital. Permanent book and tax differences, if any, relating to stockholder
distributions will result in reclassifications to paid-in-capital or to undistributed capital gains. These reclassifications have no effect on net assets or net asset value per share.
At December 31, 2013, the Fund’s most recently
completed tax year-end, the Fund’s components of net assets were increased or (decreased) by the amounts shown in the table below.
Additional
Paid-In Capital |
Distributions
in Excess of Net Investment Income |
Accumulated
Net Realized Gain |
$14,511
|
$3,987,041
|
$(4,001,552)
|
2014 Semi-Annual Report17
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Notes to Financial
Statements (Unaudited) (continued)
June 30, 2014
9.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.
10.New Accounting
Pronouncements
In June 2014, the Financial
Accounting Standards Board (the “FASB”) issued guidance to improve the financial reporting of repurchase agreements and other similar transactions. The guidance includes expanded disclosure requirements for entities that enter into
repurchase agreements or securities lending transactions. The guidance is effective for financial statements with fiscal years beginning on or after December 15, 2014, and interim periods within those fiscal years. Management is evaluating the
impact, if any, of this guidance on the Fund’s financial statement disclosures.
11.Subsequent
Events
GAAP requires recognition in the financial
statements of the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the
financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.
Dividends: The Fund’s
Board declared the following monthly dividends:
Dividend
Per Share |
Record
Date |
Payable
Date |
$0.1167
|
July
24, 2014 |
July
31, 2014 |
$0.1167
|
August
14, 2014 |
August
28, 2014 |
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.
18Brookfield
Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Compliance
Certification (Unaudited)
June 30, 2014
On May 20, 2014, the Fund submitted a CEO annual
certification to the New York Stock Exchange (“NYSE”) on which the Fund’s principal executive officer certified that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate Governance listing
standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and principal financial officers have made quarterly certifications, included in filings with the SEC on
Forms N-CSR and N-Q relating to, among other things, the Fund’s disclosure controls and procedures and internal control over financial reporting, as applicable.
2014 Semi-Annual Report19
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Proxy Results (Unaudited)
June
30, 2014
The stockholders of the Brookfield Global Listed
Infrastructure Income Fund Inc. voted on the following proposals at a stockholder meeting on May 20, 2014. 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 |
8,439,210
|
116,709
|
—
|
2
|
To
elect to the Fund's Board of Directors Jonathan C. Tyras |
8,449,097
|
106,822
|
—
|
20Brookfield Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Board
Considerations Relating to the Investment Advisory Agreement (Unaudited)
June 30, 2014
At a meeting held on May 20, 2014, the Board, including a
majority of the Independent Directors, considered and approved the continuation of the investment advisory agreement (the "Advisory Agreement") between Brookfield Investment Management Inc. (the "Adviser") and the Fund. In approving the Advisory
Agreement, the Board, including a majority of the Independent Directors, determined that the fee structure was fair and reasonable and that approval of the Advisory Agreement was in the best interests of the Fund and its shareholders. The Board of
Directors considered a wide range of information, including information regularly received from the Adviser at the quarterly Board meetings. In their deliberations with respect to these matters, the Independent Directors were advised by their
independent counsel. While attention was given to all information furnished, the following discusses the primary factors relevant to the Board's decision
NATURE, EXTENT AND QUALITY OF SERVICES. The Board considered the level and depth of knowledge of the Adviser. In evaluating the quality of services provided by the Adviser, the Board took into account its familiarity with the Adviser’s management
through board meetings, conversations and reports. The Board noted that the Adviser is responsible for managing the Fund's investment program, the general operations and the day-to-day management of the Fund and for compliance with applicable laws,
regulations, policies and procedures. The Board concluded that the nature, extent and quality of the overall services provided by the Adviser and its affiliates are satisfactory. The Board's conclusion was based, in part, upon services provided to
the Fund such as quarterly reports provided by the Adviser: 1) comparing the performance of the Fund with a peer group, 2) showing that the investment policies and restrictions for the Fund were followed, and 3) covering matters such as the
compliance of investment personnel and other access persons with the Adviser's and the Fund's codes of ethics, the adherence to fair value pricing procedures established by the Board, the monitoring of portfolio compliance and presentations
regarding the economic environment. The Board also considered the experience of the Adviser as an investment adviser and the experience of the team of portfolio managers that manages the Fund, and its current experience in acting as investment
adviser to other investment funds and institutional clients.
INVESTMENT PERFORMANCE.
The Board placed significant emphasis on the investment performance of the Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions at Board meetings throughout the year, particular
attention in assessing the performance was given to a presentation that compared the Fund’s performance with its peer universe and its Morningstar category peers for the 1 year and year-to-date periods ending April 30, 2014. The Board noted
that the Fund performed below the median for the 1 year period and above the median of both its Morningstar category peers and its peer universe for the year-to-date period. Based on the Adviser’s explanation of the current market, the Board
concluded that the Fund's performance was satisfactory.
PROFITABILITY. The Board
also considered the level of profits expected to be realized by the Adviser and its affiliates in connection with the operation of the Fund. In this regard, the Board reviewed the Fund profitability analysis addressing the overall profitability of
the Adviser for its management of the Brookfield fund family, as well as its expected profits and that of its affiliates for providing administrative support for the Fund. 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.
MANAGEMENT FEES AND TOTAL EXPENSES. The Board also placed significant emphasis on the review of the Fund’s expenses. The Board compared the advisory fees and total expense ratio of the Fund with various comparative data that it had been provided.
The Board noted that the Fund’s total expenses and the Fund’s total advisory and administrative fee were higher than the median of both its Morningstar category peers and its peer universe. The Board also noted that the fees and expenses
payable by the Fund were comparable to those payable by other client accounts managed by the Adviser and concluded that the Fund's management fee and total expenses were reasonable.
ECONOMIES OF SCALE. The
Board considered the potential economies of scale that may be realized if the assets of the Fund grow. The Board noted that shareholders might benefit from lower operating expenses as a result of an increasing amount of assets being spread over the
fixed expenses of the Fund, but noted that, as a
2014 Semi-Annual Report21
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Board
Considerations Relating to the Investment Advisory Agreement (Unaudited) (continued)
June 30, 2014
closed-end fund, the Fund was unlikely to grow significantly.
In considering the approval of the Advisory Agreement, the
Board, including the Independent Directors, did not identify any single factor as controlling. Based on the Board’s evaluation of all factors that it deemed to be relevant, the Board, including the Independent Directors, concluded that the
Adviser has demonstrated that it possesses the capability and resources necessary to perform the duties required of it under the Advisory Agreement; performance of the Fund is satisfactory; and the proposed Advisory fees are fair and reasonable,
given the nature, extent and quality of the services to be rendered by the Adviser.
After carefully reviewing all of these factors, the Board,
including the Independent Directors, approved the continuation of the Advisory Agreement.
22Brookfield
Investment Management Inc.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Dividend
Reinvestment Plan (Unaudited)
The Fund has adopted a Dividend Reinvestment Plan (the
“Plan’’) that provides that unless you elect to receive your distributions in cash, they will be automatically reinvested by the Plan Administrator, U.S. Bancorp Fund Services, LLC (“USBFS”), in additional shares of
common stock. If you elect to receive distributions in cash, you will receive them paid by check mailed directly to you by the Plan Administrator.
No action is required on the part of a stockholder to have
their cash distribution reinvested in shares of the Fund’s common stock. Unless you or your brokerage firm decides to opt out of the Plan, the number of shares of common stock you will receive will be determined as follows:
(1) The number of shares to be issued to a
stockholder shall be based on share price equal to 95% of the closing price of the Fund’s common stock on the distribution payment date.
(2) The Board of Directors may, in its sole discretion,
instruct the Fund to purchase shares of its common stock in the open market in connection with the implementation of the Plan as follows: if the Fund’s common stock is trading below net asset value at the time of valuation, upon notice from
the Fund, the Plan Administrator will receive the distribution in cash and will purchase common stock in the open market, on the NYSE or elsewhere, for the participants’ accounts, except that the Plan Administrator will endeavor to terminate
purchases in the open market and cause the Fund to issue the remaining shares if, following the commencement of the purchases, the market value of the shares, including brokerage commissions, exceeds the net asset value at the time of valuation.
Provided the Plan Administrator can terminate purchases on the open market, the remaining shares will be issued by the Fund at a price equal to the greater of (i) the net asset value at the time of valuation or (ii) 95% of the then-current market
price. It is possible that the average purchase price per share paid by the Plan Administrator may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the distribution had been paid entirely in common
stock issued by the Fund.
You may withdraw from the
Plan at any time by giving written notice to the Plan Administrator, or by telephone in accordance with such reasonable requirements as the Fund and the Plan Administrator may agree upon. Such withdrawal will be effective the next business day. If
you withdraw or the Plan is terminated, the Plan Administrator will sell your shares and send you the proceeds, minus brokerage commissions.
The Plan Administrator maintains all common
stockholders’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common stock in your account will be held by the Plan Administrator in non-certificated
form. The Plan Administrator, or the Fund’s appointed agent, will forward to each participant any proxy solicitation material and will vote any shares so held only in accordance with proxies returned to the Fund. Any proxy you receive will
include all common stock you have received under the Plan. There is no brokerage charge for reinvestment of your distributions in common stock. However, all participants will pay a pro rata share of brokerage
commissions incurred by the Plan Administrator when it makes open market purchases.
Automatically reinvesting distributions does not avoid a
taxable event or the requirement to pay income taxes due upon receiving distributions, even though you have not received any cash with which to pay the resulting tax.
If you hold common stock with a brokerage firm that does
not participate in the Plan, you will not be able to participate in the Plan and any distribution reinvestment may be effected on different terms than those described above. Consult your financial advisor for more information.
The Plan Administrator’s fees under the Plan will be
borne by the Fund. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend or terminate the Plan, including amending the Plan to include a service charge payable by the participants, if in the
judgment of the Board of Directors the change is warranted. Any amendment to the Plan, except amendments necessary or appropriate to comply with applicable law or the rules and policies of the Commission or any other regulatory authority, require
the Fund to provide at least 30 days written notice to each participant. Additional information about the Plan may be obtained from U.S. Bancorp Fund Services, LLC at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
2014 Semi-Annual Report23
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
Joint Notice of
Privacy Policy (Unaudited)
Brookfield Investment Management Inc. (“BIM”),
on its own behalf and on behalf of the funds managed by BIM 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:
•
|
Information we receive from
you in applications or other forms, correspondence or conversations, including but not limited to name, address, phone number, social security number, assets, income and date of birth. |
•
|
Information about
transactions with us, our affiliates, or others, including but not limited to account number, balance and payment history, parties to transactions, cost basis information, and other financial information. |
•
|
Information
we may receive from our due diligence, such as your creditworthiness and your credit history. |
WHAT IS OUR PRIVACY POLICY?
We may share your Personal Information with our affiliates
in order to provide products or services to you or to support our business needs. We will not disclose your Personal Information to nonaffiliated third parties unless 1) we have received proper consent from you; 2) we are legally permitted to do so;
or 3) we reasonably believe, in good faith, that we are legally required to do so. For example, we may disclose your Personal Information with the following in order to assist us with various aspects of conducting our business, to comply with laws
or industry regulations, and/or to effect any transaction on your behalf;
•
|
Unaffiliated service
providers (e.g. transfer agents, securities broker-dealers, administrators, investment advisors or other firms that assist us in maintaining and supporting financial products and services provided to you);
|
•
|
Government agencies, other
regulatory bodies and law enforcement officials (e.g. for reporting suspicious transactions); |
•
|
Other organizations, with
your consent or as directed by you; and |
•
|
Other
organizations, as permitted or required by law (e.g. for fraud protection) |
When we share your Personal Information, the information is
made available for limited purposes and under controlled circumstances designed to protect your privacy. We require third parties to comply with our standards for security and confidentiality.
HOW DO WE PROTECT CLIENT INFORMATION?
We restrict access to your Personal Information to those
persons who require such information to assist us with providing products or services to you. It is our practice to maintain and monitor physical, electronic, and procedural safeguards that comply with federal standards to guard client nonpublic
personal information. We regularly train our employees on privacy and information security and on their obligations to protect client information.
CONTACT INFORMATION
For questions concerning our Privacy Policy, please contact
our client services representative at 1-855-777-8001.
24Brookfield
Investment Management Inc.
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
Investment Adviser and Administrator
Brookfield Investment Management Inc.
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
www.brookfieldim.com
Please direct your inquiries to:
Investor Relations
Phone: 1-855-777-8001
E-mail: funds@brookfield.com
Transfer Agent
Stockholder inquiries relating to distributions, address
changes and stockholder account information should be directed to the Fund’s transfer agent:
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
1-800-282-0429
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
1700 Market Street
Philadelphia, Pennsylvania 19103
Legal Counsel
Paul Hastings LLP
75 East 55th Street
New York, New York 10022
Custodian
U.S. Bank National Association
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
Directors
of the Fund |
|
Louis
P. Salvatore |
Audit
Committee Chairman |
Edward
A. Kuczmarski |
Chairman
|
Stuart
A. McFarland |
Director
|
Heather
S. Goldman |
Director
(Interested) |
Jonathan
C. Tyras |
Director
(Interested) |
Officers
of the Fund |
|
Brian
F. Hurley |
President
|
Craig
Noble, CFA |
Vice
President |
Angela
W. Ghantous |
Treasurer
|
Alexis
I. Reiger |
Secretary
|
Seth
A. Gelman |
Chief
Compliance Officer |
The Funds file their complete schedule of
portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' Form N-Q will be available on the SEC's website at www.sec.gov. In addition, the Funds' Form N-Q may be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
You may obtain a description of the Funds' proxy
voting policies and procedures, and information regarding how the Funds 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 Investment Management Inc.
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
1-855-777-8001
www.brookfieldim.com
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. |
Please see Item 1.
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. |
There has been no
change as of the date of this filing, in the portfolio manager identified in response to paragraph (a)(1) of this Item in the Registrants most recently filed annual report on Form N-CSR.
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. |
None.
3
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.
(a)(1) Not applicable .
(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) None.
(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
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC.
|
|
|
By: |
|
/s/ Brian F. Hurley |
|
|
Brian F. Hurley |
|
|
President and Principal Executive Officer |
Date: September 5, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
|
|
By: |
|
/s/ Brian F. Hurley |
|
|
Brian F. Hurley |
|
|
President and Principal Executive Officer |
Date: September 5, 2014
|
|
|
By: |
|
/s/ Angela W. Ghantous |
|
|
Angela W. Ghantous |
|
|
Treasurer and Principal Financial Officer |
Date: September 5, 2014
5