Item 4. Principal Accountant Fees and Services.
The aggregate fees billed by the Fund’s independent registered public accounting firm, Deloitte & Touche LLP
(“Deloitte”), to the Fund for the Fund’s two most recent fiscal years for professional services rendered for the audit of the Registrant’s annual financial statements and the review of financial statements that are included in
the Registrant’s annual and semi-annual reports to shareholders (“Audit Fees”) were $64,000 and $60,000 for the fiscal years ended December 31, 2019 and December 31, 2018, respectively.
There were no fees billed by Deloitte to the Fund in its two recent fiscal years for services rendered for assurance and related services that
are reasonably related to the performance of the audit or review of the Fund’s financial statements but are not reported as Audit Fees (“Audit-Related Fees”).
For the Fund’s two most recent fiscal years, there were no Audit-Related Fees billed by Deloitte for engagements related directly to the
operations and financial reporting of one or more Funds by a Fund Service Provider. A Fund Service Provider is (a) any investment adviser to the Fund (not including any Subadvisor whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser) or (b) any entity that provides ongoing services to the Fund and is controlling, controlled by or under common control with a Fund investment adviser described in (a).
For the fiscal years ended December 31, 2019 and December 31, 2018, Deloitte billed the Registrant aggregate fees of $9,600 and
$9,600, respectively. Each bill is for professional services rendered for tax compliance, tax advice and tax planning. The nature of the services comprising the Tax Fees was the review of the Registrant’s income tax returns and tax distribution
requirements.
For the Fund’s two most recent fiscal years, Tax Fees billed by Deloitte for engagements by Fund Service Providers
that related directly to the operations and financial reporting of the Fund were $0 for the fiscal years ended December 31, 2019 and 2018.
The services for which Tax Fees were charged comprise all services performed by professional staff in Deloitte’s tax division except
those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims
for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.
There were no other fees billed by Deloitte to the Fund for all other non-audit services (“Other
Fees”) for the fiscal years ended December 31, 2019 and December 31, 2018. During the same period, there were no Other Fees billed by Deloitte for engagements by Fund Service Providers that related directly to the operations and
financial reporting of the Fund.
(e) (1) According to policies adopted by the Audit Committee, services provided by Deloitte to the
Funds must be pre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews and pre-approves various types of services that Deloitte may perform
for the Funds without specific approval of each engagement, subject to specified budget limitations. As contemplated by the Sarbanes-Oxley Act of 2002 and related SEC rules, the Audit Committee also
pre-approves non-audit services provided by Deloitte to any Fund Service Provider for any engagement that relates directly to the operations and financial reporting of
the Funds. Any engagement that is not already pre-approved or that will exceed a pre-approved budget must be submitted to the Audit Committee for pre-approval.
(e) (2) None.
(f) Not applicable.
(g) The aggregate fees
billed by Deloitte for the fiscal years ended December 31, 2019 and December 31, 2018, for non-audit services rendered to the Fund and Fund Service Providers were $154,600 and $149,600, respectively.
For the fiscal years ended December 31, 2019 and December 31, 2018, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $145,000 and $140,000, respectively, in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds, including fees billed by Deloitte to Brookfield Public Securities Group LLC that were associated with
Deloitte’s SSAE 16 Review (formerly, SAS No. 70).
(h) The Fund’s Audit Committee has considered whether the provision of non-audit services by registrant’s independent registered public accounting firm to the registrant’s investment advisor, and any entity controlling, controlled, or under common control with the investment
advisor that provided ongoing services to the registrant that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the registrant)
was compatible with maintaining the independence of the independent registered public accounting firm.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Portfolio Proxy Voting Policies and Procedures (the “Policies
and Procedures”) set forth the proxy voting policies, procedures and guidelines to be followed by Brookfield Public Securities Group LLC and its subsidiaries and affiliates (collectively, “PSG”) in voting portfolio proxies relating to
securities that are held in the portfolios of the investment companies or other clients (“Clients”) for which PSG has been delegated such proxy voting authority.
A. Proxy Voting Committee
PSG’s internal proxy
voting committee (the “Committee”) is responsible for overseeing the proxy voting process and ensuring that PSG meets its regulatory and corporate governance obligations in voting of portfolio proxies.
The Committee shall oversee the proxy voting agent’s compliance with these Policies and Procedures, including any deviations by the proxy voting agent
from the proxy voting guidelines (“Guidelines”).
B. Administration and Voting of Portfolio Proxies
1. Fiduciary Duty and Objective
As an investment adviser that has been granted the authority to vote on portfolio proxies, PSG owes a fiduciary duty to its Clients to monitor
corporate events and to vote portfolio proxies consistent with the best interests of its Clients. In this regard, PSG seeks to ensure that all votes are free from unwarranted and inappropriate influences. Accordingly, PSG generally votes portfolio
proxies in a uniform manner for its Clients and in accordance with these Policies and Procedures and the Guidelines.
In meeting its
fiduciary duty, PSG generally view proxy voting as a way to enhance the value of the company’s stock held by the Clients. Similarly, when voting on matters for which the Guidelines dictate a vote be decided on a
case-by-case basis, PSG’s primary consideration is the economic interests of its Clients.
2. Proxy Voting Agent
PSG may retain an independent third party proxy voting agent to assist PSG in its proxy voting responsibilities in accordance with these
Policies and Procedures and in particular, with the Guidelines. As discussed above, the Committee is responsible for monitoring the proxy voting agent.
In general, PSG may consider the proxy voting agent’s research and analysis as part of PSG’s own review of a proxy proposal in which
the Guidelines recommend that the vote be considered on a case-by-case basis. PSG bears ultimate responsibility for how portfolio proxies are voted. Unless instructed
otherwise by PSG, the proxy voting agent, when retained, will vote each portfolio proxy in
accordance with the Guidelines. The proxy voting agent also will assist PSG in maintaining records of PSG’s portfolio proxy votes, including the appropriate records necessary for registered
investment companies to meet their regulatory obligations regarding the annual filing of proxy voting records on Form N-PX with the Securities and Exchange Commission (“SEC”).
3. Material Conflicts of Interest
PSG votes portfolio proxies without regard to any other business relationship between PSG and the company to which the portfolio proxy
relates. To this end, PSG must identify material conflicts of interest that may arise between a Client and PSG, such as the following relationships:
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●
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PSG provides significant investment advisory or other services to a portfolio company or its affiliates (the
“Company”) whose management is soliciting proxies or PSG is seeking to provide such services;
|
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●
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|
PSG serves as an investment adviser to the pension or other investment account of the Company or PSG is
seeking to serve in that capacity; or
|
|
|
●
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|
PSG and the Company have a lending or other financial-related relationship.
|
In each of these situations, voting against the Company management’s recommendation may cause PSG a loss of revenue or other benefit.
PSG generally seeks to avoid such material conflicts of interest by maintaining separate investment decision-making and proxy voting
decision-making processes. To further minimize possible conflicts of interest, PSG and the Committee employ the following procedures, as long as PSG determines that the course of action is consistent with the best interests of the Clients:
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●
|
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If the proposal that gives rise to a material conflict is specifically addressed in the Guidelines, PSG will
vote the portfolio proxy in accordance with the Guidelines, provided that the Guidelines do not provide discretion to PSG on how to vote on the matter (i.e.,
case-by-case); or
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|
●
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|
If the previous procedure does not provide an appropriate voting recommendation, PSG may retain an independent
fiduciary for advice on how to vote the proposal or the Committee may direct PSG to abstain from voting because voting on the particular proposal is impracticable and/or is outweighed by the cost of voting.
|
4. Certain Foreign Securities
Portfolio proxies relating to foreign securities held by Clients are subject to these Policies and Procedures. In certain foreign
jurisdictions, however, in accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the
meeting. The costs of voting proxies with respect to shares of foreign companies include the potentially serious portfolio management consequences of reduced flexibility to sell the shares at the most advantageous time for the Fund. As a
result, such proxies generally will not be voted in the absence of an unusual, significant vote of compelling economic importance. In determining whether to vote proxies under these circumstances, PSG, in consultation with the Committee,
considers whether the costs of voting proxies with respect to such shares of foreign companies generally outweigh any benefits that may be achieved by voting such proxies.
C. Fund Board Reporting and Recordkeeping
PSG will prepare periodic reports for submission to the Boards of Directors/Trustees of its affiliated funds (the “Funds”)
describing:
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●
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any issues arising under these Policies and Procedures since the last report to the Funds’ Boards of
Directors/Trustees and the resolution of such issues, including but not limited to, information about conflicts of interest not addressed in the Policies and Procedures; and
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|
●
|
|
any proxy votes taken by PSG on behalf of the Funds since the last report to such Funds’ Boards of
Directors/Trustees that deviated from these Policies and Procedures, with reasons for any such deviations.
|
In addition,
no less frequently than annually, PSG will provide the Boards of Directors/Trustees of the Funds with a written report of any recommended changes based upon PSG’s experience under these Policies and Procedures, evolving industry practices and
developments in the applicable laws or regulations.
PSG will maintain all records that are required under, and in accordance with, all
applicable regulations, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, which include, but not limited to:
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●
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these Policies and Procedures, as amended from time to time;
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|
|
●
|
|
records of votes cast with respect to portfolio proxies, reflecting the information required to be included in
Form N-PX, as applicable;
|
|
|
●
|
|
records of written client requests for proxy voting information and any written responses of PSG to such
requests; and
|
|
|
●
|
|
any written materials prepared by PSG that were material to making a decision in how to vote, or that
memorialized the basis for the decision.
|
D. Amendments to these Procedures
The Committee shall periodically review and update these Policies and Procedures as necessary. Any amendments to these Procedures and Policies
(including the Guidelines) shall be provided to the Board of Directors of PSG and to the Boards of Directors/Trustees of the Funds for review and approval.
E. Proxy Voting Guidelines
Guidelines are available
upon request.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Investment Team – Portfolio Managers
Adviser
Craig Noble, CFA – CEO, Alternative Investments and Portfolio Manager
Craig Noble is a Managing Partner and Chief Executive Officer of Alternative Investments of Brookfield Asset Management. In this role, Craig is responsible for
Brookfield’s asset management business, including servicing and growing the client base and the expansion of Brookfield’s client offerings and strategies. He also serves as co-portfolio manager or in
an investment advisory role on certain PSG Real Asset Solutions strategies. Craig joined Brookfield in 2004 and has held a variety of senior roles, including CEO of Brookfield’s Public Securities business and various investment roles in the
private and public markets. Prior to Brookfield, he spent five years with a financial institution, focused on credit analysis, corporate lending and corporate finance. Craig holds a Master of Business Administration degree from York University and a
Bachelor of Commerce degree from Mount Allison University and holds the Chartered Financial Analyst designation.
Larry Antonatos – Managing
Director, Portfolio Manager
Larry Antonatos has 28 years of industry experience and is a Portfolio Manager for the Public Securities Group’s Real
Asset Solutions team. In this role he oversees the portfolio construction process, including execution of asset allocation. Larry joined the firm in 2011 as Product Manager for the firm’s equity investment strategies. Prior to joining
Brookfield, he was a portfolio manager for a U.S. REIT strategy for 10 years. He also has investment experience with direct property, CMBS, and mortgage loans. Larry earned a Master of Business Administration degree from the Wharton School of the
University of Pennsylvania and a Bachelor of Engineering degree from Vanderbilt University.
Dana Erikson, CFA – Managing Director, Portfolio
Manager
Dana Erikson has 30 years of industry experience and is a Portfolio Manager and Head of the Public Securities Group’s Corporate Credit
team. In this role he oversees and contributes to the portfolio construction process, including execution of buy/sell decisions. Prior to joining the firm in 2006, Dana was with Evergreen Investments or one of its predecessor firms since 1996 where
he held a number of positions, including Senior Portfolio Manager, Head of the High Yield team and Head of High Yield Research. Dana holds the Chartered Financial Analyst designation and is a member of the CFA Society Boston, Inc. He earned a Master
of Business Administration degree (with Honors) from Northeastern University and a Bachelor of Arts degree in Economics from Brown University.
Dan
Parker, CFA – Managing Director, Portfolio Manager
Daniel Parker has 22 years of industry experience and is a Portfolio Manager on the Public
Securities Group’s Corporate Credit team. He is responsible for the portfolio construction process, including execution of buy/sell decisions for the Corporate Credit team, as well as continuing to support the Infrastructure Securities team.
Daniel joined Brookfield Asset Management in 2006, initially focusing on high yield and stressed credit opportunities, before transitioning to the Public Securities Group in 2010. Prior to 2006, Daniel spent four years at Standard &
Poor’s where he covered the utilities and natural resource sectors. He started his career in international trade finance as a credit analyst at Canada’s Export Credit Agency, EDC. Daniel holds the Chartered Financial Analyst designation
and is a member of the CFA Society Chicago, Inc. He earned an Honours Bachelor of Commerce degree from Lakehead University.
Schroder Investment Management North America Inc. (the
“Sub-Adviser”)
Michelle Russell-Dowe – Head of Securitized Credit
Michelle Russell-Dowe is the Head of Securitized Credit at Schroders, she is responsible for managing the Securitized Credit Team and the
Securitized Credit Portfolio Strategies. She joined Schroders in 2016 and is based in New York. Ms. Russell-Dowe was the Head of Securitized Products at Brookfield Investment Management (previously Hyperion Capital Management) from 1999 to 2016
where she was responsible for managing the Securitized Products Investment Team. She was the Lead Portfolio Manager responsible for the Securitized Investment Strategies. She was a Vice President at Duff & Phelps Credit Rating Co from
1994 to 1999, where she was responsible for rating securities including residential mortgage-backed securities and asset-backed securities. Previously, Ms. Russell-Dowe has been a Co-Head of the Investor
Committee of the American Securitization Forum (ASF). She holds an MBA in Finance (Valedictorian) from Columbia Graduate School of Business and a BA in economics from Princeton University.
Jeffrey Williams, CFA – Portfolio Manager
Jeffrey Williams is a Fund Manager at Schroders, which involves portfolio management for the firm’s securitized credit strategies, with a
particular focus on CMBS, commercial real estate loans and related assets. He joined Schroders in 2016 and is based in New York. Mr. Williams was a Managing Director at Brookfield Investment Management from 2012 to 2016, which involved
portfolio management for the securitized credit team with an emphasis on CMBS and commercial real estate loans. He was a Partner—Debt Investments at Wesley Capital Management, LLC from 2008 to 2012, which involved portfolio management and
trading of debt securities for a long/short real estate securities hedge fund. He was a Vice President at Capital Trust, Inc from 2006 to 2008, which involved portfolio management and trading of CMBS, CDO and REIT bonds. Mr. Williams holds
an MBA in Finance from Georgia State University and BA in Finance from University of South Florida. He is also a CFA Charterholder.
Anthony Breaks,
CFA – Portfolio Manager
Anthony Breaks is a Fund Manager at Schroders, with a focus on RMBS, ABS and CLOs. He joined Schroders in
2016 and is based in New York. Mr. Breaks was a Managing Director at Brookfield Investment Management from 2005 to 2016, managing structured credit portfolios. He was a Director at Imagine Reinsurance, a subsidiary of Brookfield from 2002 to
2005, focused on structured credit investments and structured reinsurance transactions. Prior to that he was a Director at Liberty Hampshire from 2000 to 2002, involved in analysis and issuance of structured securities, and an Analyst at Merrill
Lynch from 1998 to 2000, involved in CLO structuring and securities analysis. Mr. Breaks holds a BSc in Electrical Engineering from Massachusetts Institute of Technology and is a CFA Charterholder.
Management of Other Accounts
Adviser
Mr. Noble manages other investment companies and/or investment vehicles and accounts in addition to the Registrant. The tables below show
the number of other accounts managed by Mr. Noble as of December 31, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled investment vehicles; and (c) other
accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
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Name
of
Portfolio
Manager
|
|
Type of
Accounts
|
|
Total # of
Accounts
Managed as of
December 31, 2019
|
|
Total Assets in
USD Millions as
of December 31, 2019
|
|
# of Accounts
Managed with
Advisory Fee
Based on
Performance
|
|
Total Assets in USD Millions
with Advisory
Fee Based on
Performance
|
|
Craig Noble,
CFA
|
|
Registered Investment Company
|
|
1
|
|
$ 83.55
|
|
—
|
|
$ —
|
|
|
Other Pooled Investment Vehicles
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Other Accounts
|
|
—
|
|
—
|
|
—
|
|
—
|
Mr. Antonatos manages other investment companies and/or investment vehicles and accounts in
addition to the Registrant. The tables below show the number of other accounts managed by Mr. Antonatos as of December 31, 2019 and the total assets in each of the following categories: (a) registered investment companies;
(b) other pooled investment vehicles; and (c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of
Portfolio
Manager
|
|
Type of
Accounts
|
|
Total # of
Accounts
Managed as of
December 31, 2019
|
|
Total Assets in
USD Millions as
of
December 31, 2019
|
|
# of Accounts
Managed with
Advisory
Fee
Based on
Performance
|
|
Total Assets in
USD Millions
with Advisory
Fee Based on
Performance
|
|
Larry Antonatos
|
|
Registered Investment Company
|
|
2
|
|
$ 155.96
|
|
—
|
|
$ —
|
|
|
Other Pooled Investment Vehicles
|
|
4
|
|
384.93
|
|
3
|
|
39.04
|
|
|
Other Accounts
|
|
4
|
|
640.92
|
|
—
|
|
—
|
Mr. Erikson manages other investment companies and/or investment vehicles and accounts in addition to the
Registrant. The tables below show the number of other accounts managed by Mr. Erikson as of December 31, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled
investment vehicles; and (c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
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|
|
|
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|
|
|
|
|
|
Name of
Portfolio
Manager
|
|
Type of
Accounts
|
|
Total # of
Accounts
Managed as of
December 31, 2019
|
|
Total Assets in
USD Millions as
of December 31, 2019
|
|
# of Accounts
Managed with
Advisory Fee
Based on
Performance
|
|
Total Assets in USD Millions
with Advisory
Fee Based on
Performance
|
|
Dana Erikson,
CFA
|
|
Registered Investment Company
|
|
1
|
|
$ 15.03
|
|
—
|
|
$ —
|
|
|
Other Pooled Investment Vehicles
|
|
5
|
|
88.06
|
|
2
|
|
88.06
|
|
|
Other Accounts
|
|
6
|
|
223.56
|
|
—
|
|
—
|
Mr. Parker manages other investment companies and/or investment vehicles and accounts in addition to the
Registrant. The tables below show the number of other accounts managed by Mr. Parker as of December 31, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled
investment vehicles; and (c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of
Portfolio
Manager
|
|
Type of
Accounts
|
|
Total # of
Accounts
Managed as of
December 31, 2019
|
|
Total Assets in
USD Millions as
of December 31, 2019
|
|
# of Accounts
Managed with
Advisory Fee
Based on
Performance
|
|
Total Assets in
USD Millions
with Advisory
Fee Based on
Performance
|
|
Dan Parker,
CFA
|
|
Registered Investment Company
|
|
1
|
|
$ 15.03
|
|
—
|
|
$ —
|
|
|
Other Pooled Investment Vehicles
|
|
5
|
|
88.06
|
|
2
|
|
88.06
|
|
|
Other Accounts
|
|
6
|
|
223.56
|
|
—
|
|
—
|
Sub-Adviser
Ms. Russell-Dowe manages other investment companies and/or investment vehicles and accounts in addition to the Registrant. The tables
below show the number of other accounts managed by Ms. Russell-Dowe as of December 31, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled investment vehicles; and
(c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of
Portfolio
Manager
|
|
Type of
Accounts
|
|
Total # of
Accounts
Managed as of
December 31, 2019
|
|
Total Assets in
USD Millions as
of December 31, 2019
|
|
# of Accounts
Managed with
Advisory Fee
Based on
Performance
|
|
Total Assets in USD
Millions
with Advisory
Fee Based on
Performance
|
|
Michelle
Russell-Dowe
|
|
Registered
Investment
Company
|
|
6
|
|
$ 1,867.07
|
|
—
|
|
$ —
|
|
|
Other Pooled
Investment
Vehicles
|
|
14
|
|
$ 5,190.36
|
|
1
|
|
$ 38.22
|
|
|
Other
Accounts
|
|
14
|
|
$ 3,399.30
|
|
1
|
|
$ 891.62
|
Mr. Williams manages other investment companies and/or investment vehicles and accounts in addition to
the Registrant. The tables below show the number of other accounts managed by Mr. Williams as of December 31, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled
investment vehicles; and (c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of
Portfolio
Manager
|
|
Type of
Accounts
|
|
Total # of
Accounts
Managed as of
December 31, 2019
|
|
Total Assets in
USD Millions as
of December 31, 2019
|
|
# of Accounts
Managed with
Advisory Fee
Based on
Performance
|
|
Total Assets in USD
Millions
with Advisory
Fee Based on
Performance
|
|
Jeffrey
Williams, CFA
|
|
Registered
Investment
Company
|
|
6
|
|
$ 1,867.07
|
|
—
|
|
$ —
|
|
|
Other Pooled
Investment
Vehicles
|
|
14
|
|
$ 5,190.36
|
|
1
|
|
$ 38.22
|
|
|
Other
Accounts
|
|
14
|
|
$ 3,399.30
|
|
1
|
|
$ 891.62
|
Mr. Breaks manages other investment companies and/or investment vehicles and accounts in addition to the
Registrant. The tables below show the number of other accounts managed by Mr. Breaks as of December 31, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled
investment vehicles; and (c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of
Portfolio
Manager
|
|
Type of
Accounts
|
|
Total # of
Accounts
Managed as of
December 31, 2019
|
|
Total Assets in
USD Millions as
of December 31, 2019
|
|
# of Accounts
Managed with
Advisory Fee
Based on
Performance
|
|
Total Assets in USD
Millions
with Advisory
Fee Based on
Performance
|
|
Anthony Breaks,
CFA
|
|
Registered
Investment
Company
|
|
2
|
|
$ 110.16
|
|
—
|
|
$ —
|
|
|
Other Pooled
Investment
Vehicles
|
|
14
|
|
$ 5,190.36
|
|
1
|
|
$ 38.22
|
|
|
Other
Accounts
|
|
14
|
|
$ 3,399.30
|
|
1
|
|
$ 891.62
|
Share Ownership
The following table indicates the dollar range of securities of the Registrant owned by the Registrant’s portfolio managers as
December 31, 2019.
Adviser
|
|
|
|
|
|
|
Dollar Range of Securities Owned
|
|
Craig Noble, CFA
|
|
None
|
|
Larry Antonatos
|
|
None
|
|
Dana Erikson, CFA
|
|
Over $100,000
|
|
Dan Parker, CFA
|
|
None
|
Sub-Adviser
|
|
|
|
|
|
|
Dollar Range of Securities Owned
|
|
Michelle Russell-Dowe
|
|
$100,001 - $500,000
|
|
Jeffrey Williams, CFA
|
|
$10,001 - $50,000
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Anthony Breaks, CFA
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None
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Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when the Portfolio Managers also have day-to-day management responsibilities with respect to one or more other accounts. The Fund’s investment adviser, Brookfield Public Securities Group LLC (the “Adviser”), has adopted policies
and procedures that are reasonably designed to identify and minimize the effects of these potential conflicts, however, there can be no guarantee that these policies and procedures will be effective in detecting potential conflicts, or in
eliminating the effects of any such conflicts. These potential conflicts include:
Allocation of Limited Time and
Attention. As indicated in the tables above, the Portfolio Managers manage multiple accounts. As a result, the Portfolio Managers will not be able to devote all of their time to management of the Fund. The Portfolio
Managers, therefore, may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he were to devote all of his attention to the management of only the
Fund.
Allocation of Limited Investment Opportunities. As indicated above, the Portfolio Managers manage
accounts with investment strategies and/or policies that are similar to the Fund. If the Portfolio Managers identify an investment opportunity that may be suitable for multiple accounts, the Fund may not be able to take full advantage of that
opportunity because the opportunity may be allocated among these accounts or other accounts managed primarily by other Portfolio Managers of the Adviser and its affiliates. In addition, in the event a Portfolio Manager determines to purchase a
security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions.
Pursuit of Differing Strategies. At times, a Portfolio Manager may determine that an investment opportunity
may be appropriate for only some of the accounts for which the Portfolio Manager exercises investment responsibility, or may decide that certain of these funds or accounts should take differing positions with respect to a particular security. In
these cases, the Portfolio Manager may execute differing or opposite transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one or more other
accounts. For example, the sale of a long position or establishment of a short position by an account may impair the price of the same security sold short by (and therefore benefit) the Adviser, its affiliates, or other accounts, and the purchase of
a security or covering of a short position in a security by an account may increase the price of the same security held by (and therefore benefit) the Adviser, its affiliates, or other accounts.
Selection of Broker/Dealers. A Portfolio Manager may be able to select or influence the selection of the brokers
and dealers that are used to execute securities transactions for the Fund or accounts that he supervises. In addition to providing execution of trades, some brokers and dealers provide portfolio managers with brokerage and research services which
may result in the payment of higher brokerage fees than might otherwise be available. These services may be more beneficial to certain funds or accounts of the Adviser and its affiliates than to others. Although the payment of brokerage commissions
is subject to the requirement that the Adviser determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the Fund, a Portfolio Manager’s decision as to the selection
of brokers and dealers could yield disproportionate costs and benefits among the funds or other accounts that the Adviser and its affiliates manage. In addition, with respect to certain types of accounts (such as pooled investment vehicles and other
accounts managed for organizations and individuals) the Adviser may be limited by the client concerning
the selection of brokers or may be instructed to direct trades to particular brokers. In these cases, the Adviser or its affiliates may place separate,
non-simultaneous transactions in the same security for the Fund and another account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment
of the Fund or the other accounts.
Variation in Compensation. A conflict of interest may arise where the
financial or other benefits available to a Portfolio Manager differ among the accounts that he manages. If the structure of the Adviser’s management fee or the Portfolio Manager’s compensation differs among accounts (such as where certain
accounts pay higher management fees or performance-based management fees), the Portfolio Managers may be motivated to favor certain accounts over others. The Portfolio Managers also may be motivated to favor accounts in which they have investment
interests, or in which the Adviser or its affiliates have investment interests. Similarly, the desire to maintain assets under management or to enhance a Portfolio Manager’s performance record or to derive other rewards, financial or otherwise,
could influence the Portfolio Manager in affording preferential treatment to those accounts that could most significantly benefit the Portfolio Manager. For example, as reflected above, if a Portfolio Manager manages accounts which have performance
fee arrangements, certain portions of his/her compensation will depend on the achievement of performance milestones on those accounts. The Portfolio Manager could be incented to afford preferential treatment to those accounts and thereby be subject
to a potential conflict of interest.
The Adviser and the Fund have adopted compliance policies and procedures that are reasonably
designed to address the various conflicts of interest that may arise for the Adviser and its staff members. However, there is no guarantee that such policies and procedures will be able to detect and prevent every situation in which an actual
or potential conflict may arise.
Portfolio Manager Compensation
The Portfolio Managers are compensated based on the scale and complexity of their portfolio responsibilities, the total return performance of
funds and accounts managed by the Portfolio Manager on an absolute basis and when compared to appropriate peer groups of similar size and strategy, as well as the management skills displayed in managing their portfolio teams and the teamwork
displayed in working with other members of the firm. Since the Portfolio Managers are responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis almost equally weighted among performance, management and
teamwork. Base compensation for the Portfolio Managers varies in line with a Portfolio Manager’s seniority and position. The compensation of Portfolio Managers with other job responsibilities (such as acting as an executive officer of their
firm or supervising various departments) includes consideration of the scope of such responsibilities and the Portfolio Manager’s performance in meeting them. The Adviser seeks to compensate Portfolio Managers commensurate with their
responsibilities and performance, and in a manner that is competitive with other firms within the investment management industry. Salaries, bonuses and stock-based compensation in the industry also are influenced by the operating performance of
their respective firms and their parent companies. While the salaries of the Portfolio Managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year. Bonuses are determined on a
discretionary basis by the senior executives of the firm and measured by individual and team-oriented performance guidelines. Awards under the Long Term Incentive Plan (LTIP) are approved annually and there is a rolling vesting schedule to aid in
retention of key people. A key component of this program is achievement of client objectives in order to properly align interests with our clients. Further, the incentive compensation of all investment personnel who work on each strategy is directly
tied to the relative performance of the strategy and its clients.
The compensation structure of the Portfolio Managers and other investment professionals has four
primary components:
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If applicable, long-term compensation consisting of restricted stock or stock options of the Adviser’s
ultimate parent company, Brookfield Asset Management Inc.; and
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•
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If applicable, long-term compensation consisting generally of restricted share units tied to the performance
of funds managed by the Adviser.
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The Portfolio Managers also receive certain retirement, insurance and other benefits
that are broadly available to all employees. Compensation of the Portfolio Managers is reviewed on an annual basis by senior management.
Item 9.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
None.
Item 10. Submission of Matters to
a Vote of Security Holders.
There were no material changes to the procedures by which stockholders may recommend nominees to the Registrant’s
Board of Directors that were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by 22(b)(16)) of
Schedule 14A (17 CFR 240.14a- 101), or this Item 10.