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 811-21102
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
THREE WORLD FINANCIAL CENTER
200 VESEY STREET, 10TH FLOOR
NEW YORK, NEW YORK 10281-1010
(Address of principal executive offices) (Zip code)
CLIFFORD E. LAI, PRESIDENT
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
THREE WORLD FINANCIAL CENTER
200 VESEY STREET, 10TH FLOOR
NEW YORK, NEW YORK 10281-1010
(Name and address of agent for service)
Registrants telephone number, including area code: 1 (800) Hyperion
Date of fiscal year end: November 30
Date of reporting period: May 31, 2007
The
Hyperion Brookfield Strategic Mortgage Income Fund, Inc. |
Semi-Annual Report |
May 31, 2007 |
* | As a percentage of total investments. |
1
2
First, MBS investments of all types and all vintages are lower in price, as the market is neither distinguishing between fixed-rate and floating-rate MBS nor between different vintages. As a result, for the discerning investor, purchases of securities with good credit characteristics are as attractive as they have been in several years. | |
Second, prices for other asset types, such as commercial MBS and corporate bonds are also falling, which makes new purchases of these types of securities that continue to have strong fundamentals, more attractive than they have been in years. | |
Third, there is no bad collateral, there are only bad prices; we believe that there will be some security-specific opportunities among fixed-rate and floating-rate sub-prime MBS. The Fund is poised to take advantage of these opportunities, specifically if through the demise of CDO issuance there is a substantial supply/demand imbalance. | |
Finally, we believe that rating agencies will be more conservative in structuring MBS securities in the future, which is likely to result in securities that are better enhanced to withstand performance stress. |
3
Sincerely, | |
CLIFFORD E. LAI President, The Hyperion Brookfield Strategic Mortgage Income Fund, Inc. Chairman, Hyperion Brookfield Asset Management, Inc. |
|
MICHELLE RUSSELL DOWE Portfolio Manager The Hyperion Brookfield Strategic Mortgage Income Fund, Inc. Managing Director, Hyperion Brookfield Asset Management, Inc. |
4
Principal | |||||||||||||||||
Interest | Amount | Value | |||||||||||||||
Rate | Maturity | (000s) | (Note 2) | ||||||||||||||
U.S. GOVERNMENT & AGENCY OBLIGATIONS 57.0% | |||||||||||||||||
U.S. Government Agency Pass-Through Certificates 44.5% | |||||||||||||||||
Federal Home Loan Mortgage Corporation
|
|||||||||||||||||
Pool A14559
|
6.50% | 09/01/33 | $ | 1,441 | $ | 1,475,429 | |||||||||||
Pool C69047
|
7.00 | 06/01/32 | 977 | 1,011,345 | |||||||||||||
Pool G01466
|
9.50 | 12/01/22 | 925 | 1,003,885 | |||||||||||||
Pool 555559
|
10.00 | 03/01/21 | 871 | 946,606 | |||||||||||||
4,437,265 | |||||||||||||||||
Federal National Mortgage Association
|
|||||||||||||||||
TBA
|
5.50 | 04/01/33 | 10,000 | 9,762,500 | |||||||||||||
Pool 694391
|
5.50 | 03/01/33 | 3,299 | 3,229,963 | |||||||||||||
Pool 753914
|
5.50 | 12/01/33 | 6,814 | 6,672,307 | |||||||||||||
Pool 754355
|
6.00 | 12/01/33 | 2,994 | 3,005,885 | |||||||||||||
Pool 761836
|
6.00 | 06/01/33 | 2,420 | 2,431,526 | |||||||||||||
Pool 763643
|
6.00 | 01/01/34 | 5,825 | 5,835,432 | |||||||||||||
Pool 255413
|
6.50 | 10/01/34 | 6,585 | 6,722,560 | |||||||||||||
Pool 795367
|
6.50 | 09/01/34 | 2,250 | 2,296,670 | |||||||||||||
Pool 809989
|
6.50 | 03/01/35 | 2,651 | 2,696,416 | |||||||||||||
Pool 650131
|
7.00 | 07/01/32 | 1,188 | 1,238,232 | |||||||||||||
Pool 819251
|
7.50 | 05/01/35 | 2,098 | 2,174,068 | |||||||||||||
Pool 887431
|
7.50 | 08/01/36 | 1,317 | 1,356,703 | |||||||||||||
Pool 398800
|
8.00 | 06/01/12 | 432 | 446,806 | |||||||||||||
Pool 827854
|
8.00 | 10/01/29 | 1,703 | 1,805,020 | |||||||||||||
Pool 636449
|
8.50 | 04/01/32 | 1,749 | 1,881,743 | |||||||||||||
Pool 823757
|
8.50 | 10/01/29 | 2,703 | 2,906,741 | |||||||||||||
Pool 458132
|
9.47 | 03/15/31 | 1,276 | 1,394,700 | |||||||||||||
55,857,272 | |||||||||||||||||
Total U.S. Government Agency Pass-Through Certificates
(Cost $61,335,674) |
60,294,537 | ||||||||||||||||
U.S. Treasury Obligations 12.5% | |||||||||||||||||
United States Treasury Notes
|
4.50 | 05/15/17 | 14,500 | @ | 14,055,937 | ||||||||||||
United States Treasury Notes
|
4.50 | 02/15/16 | 3,000 | 2,918,673 | |||||||||||||
Total U.S.
Treasury Obligations
(Cost $17,119,454) |
16,974,610 | ||||||||||||||||
Total U.S. Government & Agency Obligations
(Cost $78,455,128) |
77,269,147 | ||||||||||||||||
ASSET-BACKED SECURITIES 8.6% | |||||||||||||||||
Housing Related Asset-Backed Securities 7.2% | |||||||||||||||||
Asset Backed Funding Certificates
|
|||||||||||||||||
Series 2005-AQ1, Class B1*(b)
|
5.75/6.25 | 06/25/35 | 993 | 767,676 | |||||||||||||
Series 2005-AQ1, Class B2*(b)
|
5.75/6.25 | 06/25/35 | 1,050 | 829,377 | |||||||||||||
1,597,053 | |||||||||||||||||
First Franklin Mortgage Loan Asset Backed Certificates
Series 2004-FFH2C, Class B1*(a) |
8.82 | 06/25/34 | 525 | 157,564 |
5
Principal | ||||||||||||||||
Interest | Amount | Value | ||||||||||||||
Rate | Maturity | (000s) | (Note 2) | |||||||||||||
ASSET-BACKED SECURITIES (continued) | ||||||||||||||||
Green Tree Financial Corp.
|
||||||||||||||||
Series 1997-3, Class M1
|
7.53 | 03/15/28 | $ | 2,000 | $ | 1,400,000 | ||||||||||
Series 1995-6, Class M1
|
8.10 | 09/15/26 | 4,325 | 4,280,621 | ||||||||||||
5,680,621 | ||||||||||||||||
Mid-State Trust
|
||||||||||||||||
Series 2004-1, Class M2
|
8.11 | 08/15/37 | 1,266 | 1,296,736 | ||||||||||||
Structured Asset Investment Loan Trust
|
||||||||||||||||
Series 2004-4, Class B* (b)
|
5.00/5.50 | 04/25/34 | 496 | 33,029 | ||||||||||||
Series 2004-8, Class B1(a)
|
7.82 | 09/25/34 | 1,000 | 984,173 | ||||||||||||
1,017,202 | ||||||||||||||||
Total Housing Related Asset-Backed Securities
(Cost $11,046,662) |
9,749,176 | |||||||||||||||
Non-Housing Related Asset-Backed Securities 1.4% | ||||||||||||||||
Airplanes Pass Through Trust
|
||||||||||||||||
Series 1R, Class A8 (Cost $1,791,877)
|
5.70 | 03/15/19 | 1,953 | 1,899,352 | ||||||||||||
Total
Asset-Backed Securities
(Cost $12,838,539) |
11,648,528 | |||||||||||||||
COMMERCIAL MORTGAGE BACKED SECURITIES 24.6% | ||||||||||||||||
Banc America Commercial Mortgage, Inc.
|
||||||||||||||||
Series 2007-2, Class L
|
5.37 | 04/10/49 | 1,127 | 956,815 | ||||||||||||
Series 2007-2, Class K
|
5.70 | 04/10/49 | 3,000 | 2,570,832 | ||||||||||||
Series 2006-1, Class J*
|
5.78 | 09/10/45 | 1,000 | 881,676 | ||||||||||||
4,409,323 | ||||||||||||||||
Bear Stearns Commercial Mortgage Securities
|
||||||||||||||||
Series 2006-PWR13, Class K
|
5.26 | 09/11/41 | 347 | 256,142 | ||||||||||||
Series 2006-PWR11, Class H*
|
5.63 | 03/11/39 | 1,100 | 960,547 | ||||||||||||
Series 2006-PWR13, Class H
|
6.03 | 09/11/41 | 2,450 | 2,210,089 | ||||||||||||
Series 1999-C1, Class D
|
6.53 | 02/14/31 | 2,500 | 2,611,105 | ||||||||||||
6,037,883 | ||||||||||||||||
CD 2006 CD2
|
||||||||||||||||
Series 2006-CD2, Class J*
|
5.48 | 01/11/46 | 1,000 | 870,287 | ||||||||||||
Credit Suisse Mortgage Capital Certificates
|
||||||||||||||||
Series 2006-C4, Class L*
|
5.15 | 09/15/39 | 513 | 426,009 | ||||||||||||
Series 2006-C4, Class M*
|
5.15 | 09/15/39 | 565 | 451,635 | ||||||||||||
Series 2006-C1, Class K*
|
5.55 | 02/15/16 | 2,358 | 2,068,780 | ||||||||||||
Series 2006-C4, Class K*
|
6.30 | 09/15/36 | 2,970 | 2,750,772 | ||||||||||||
5,697,196 | ||||||||||||||||
GE Capital Commercial Mortgage Corp.
|
||||||||||||||||
Series 2002-2A, Class G*
|
6.04 | 08/11/36 | 3,000 | 3,019,653 | ||||||||||||
Series 2002-2A, Class H*
|
6.31 | 08/11/36 | 2,000 | 2,039,046 | ||||||||||||
5,058,699 | ||||||||||||||||
GMAC Commercial Mortgage Securities
|
||||||||||||||||
Series 2006-C1, Class G*
|
5.61 | 11/10/45 | 2,500 | 2,328,345 |
6
Principal | ||||||||||||||||
Interest | Amount | Value | ||||||||||||||
Rate | Maturity | (000s) | (Note 2) | |||||||||||||
COMMERCIAL MORTGAGE BACKED SECURITIES (continued) | ||||||||||||||||
JP Morgan Chase Commercial Mortgage Securities
|
||||||||||||||||
Series 2003-LN1, Class G*
|
5.43 | 10/15/37 | $ | 1,600 | $ | 1,562,066 | ||||||||||
Series 2006-CIBC14, Class H*
|
5.53 | 12/12/44 | 1,211 | 1,072,259 | ||||||||||||
2,634,325 | ||||||||||||||||
Morgan Stanley Capital I
|
||||||||||||||||
Series 2004-HQ4, Class G*
|
5.53 | 09/14/14 | 1,000 | 965,979 | ||||||||||||
UBS 400 Atlantic Street Mortgage Trust
|
||||||||||||||||
Series 2002-C1A, Class B3*
|
7.19 | 01/11/22 | 2,000 | 2,135,340 | ||||||||||||
Wachovia Bank Commercial Mortgage Trust
|
||||||||||||||||
Series 2007-C31, Class L*
|
5.13 | 04/15/47 | 1,788 | 1,446,510 | ||||||||||||
Series 2005-C16, Class H*
|
5.30 | 10/15/41 | 2,000 | 1,831,722 | ||||||||||||
3,278,232 | ||||||||||||||||
Total Commercial Mortgage
Backed Securities
(Cost $34,392,280) |
33,415,609 | |||||||||||||||
NON-AGENCY RESIDENTIAL MORTGAGE BACKED SECURITIES 28.6% | ||||||||||||||||
Subordinated Collateralized Mortgage Obligations 28.6% | ||||||||||||||||
Banc of America Funding Corp.
|
||||||||||||||||
Series 2005-2, Class B4
|
5.66 | 04/25/35 | 856 | 694,816 | ||||||||||||
Series 2005-2, Class B5
|
5.66 | 04/25/35 | 685 | 433,468 | ||||||||||||
Series 2005-2, Class B6
|
5.66 | 04/25/35 | 515 | 168,557 | ||||||||||||
1,296,841 | ||||||||||||||||
Bank of America Alternative Loan Trust
|
||||||||||||||||
Series 2004-3, Class 30B4
|
5.50 | 04/25/34 | 977 | 655,218 | ||||||||||||
Series 2004-3, Class 30B5
|
5.50 | 04/25/34 | 685 | 260,275 | ||||||||||||
915,493 | ||||||||||||||||
Bank of America Mortgage Securities, Inc.
|
||||||||||||||||
Series 2004-A, Class B4
|
4.11 | 02/25/34 | 1,771 | 1,673,207 | ||||||||||||
Series 2003-10, Class 1B4
|
5.50 | 01/25/34 | 545 | 430,177 | ||||||||||||
Series 2002-10, Class 1B3
|
6.00 | 11/25/32 | 1,407 | 1,401,508 | ||||||||||||
3,504,892 | ||||||||||||||||
Cendant Mortgage Corp.
|
||||||||||||||||
Series 2002-4, Class B1
|
6.50 | 07/25/32 | 2,523 | 2,512,241 | ||||||||||||
Series 2002-4, Class B2
|
6.50 | 07/25/32 | 1,009 | 1,004,897 | ||||||||||||
Series 2002-4, Class B3
|
6.50 | 07/25/32 | 589 | 588,066 | ||||||||||||
Series 2002-4, Class B4
|
6.50 | 07/25/32 | 336 | 334,309 | ||||||||||||
Series 2002-4, Class B5
|
6.50 | 07/25/32 | 252 | 247,219 | ||||||||||||
Series 2002-4, Class B6*
|
6.50 | 07/25/32 | 336 | 285,900 | ||||||||||||
4,972,632 | ||||||||||||||||
First Horizon Alternative Mortgage Securities
|
||||||||||||||||
Series 2005-AA6, Class B4
|
5.44 | 08/25/35 | 846 | 731,012 | ||||||||||||
Series 2005-AA6, Class B5
|
5.44 | 08/25/35 | 796 | 580,159 | ||||||||||||
Series 2005-AA6, Class B6
|
5.44 | 08/25/35 | 497 | 74,574 | ||||||||||||
1,385,745 | ||||||||||||||||
7
Principal | ||||||||||||||||
Interest | Amount | Value | ||||||||||||||
Rate | Maturity | (000s) | (Note 2) | |||||||||||||
NON-AGENCY RESIDENTIAL MORTGAGE BACKED SECURITIES (continued) | ||||||||||||||||
First Horizon Mortgage Pass-Through Trust
|
||||||||||||||||
Series 2005-4, Class B4*
|
5.45 | 07/25/35 | $ | 415 | $ | 333,581 | ||||||||||
Series 2005-5, Class B4*
|
5.46 | 10/25/35 | 712 | 565,708 | ||||||||||||
Series 2005-5, Class B5*
|
5.46 | 10/25/35 | 534 | 316,454 | ||||||||||||
Series 2005-5, Class B6*
|
5.46 | 10/25/35 | 535 | 157,852 | ||||||||||||
1,373,595 | ||||||||||||||||
G3 Mortgage Reinsurance Ltd.
|
||||||||||||||||
Series 1, Class E*
|
25.32 | 05/25/08 | 4,079 | 4,307,076 | ||||||||||||
Harborview Mortgage Loan Trust
|
||||||||||||||||
Series 2005-14, Class B4*
|
5.64 | 12/19/35 | 393 | 319,730 | ||||||||||||
Series 2005-1, Class B4* (a)
|
7.07 | 03/19/35 | 579 | 517,006 | ||||||||||||
Series 2005-1, Class B5* (a)
|
7.07 | 03/19/35 | 840 | 684,039 | ||||||||||||
Series 2005-1, Class B6* (a)
|
7.07 | 03/19/35 | 1,009 | 231,995 | ||||||||||||
Series 2005-2, Class B4* (a)
|
7.07 | 05/19/35 | 1,410 | 1,239,732 | ||||||||||||
2,992,502 | ||||||||||||||||
JP Morgan Mortgage Trust
|
||||||||||||||||
Series 2003-A1, Class B4
|
4.46 | 10/25/33 | 532 | 471,862 | ||||||||||||
Series 2006-A6, Class B5
|
6.03 | 10/25/36 | 914 | 673,776 | ||||||||||||
Series 2006-A6, Class B6
|
6.03 | 10/25/36 | 1,144 | 423,294 | ||||||||||||
1,568,932 | ||||||||||||||||
Residential Funding Mortgage Securities I, Inc.
|
||||||||||||||||
Series 2004-S1, Class B2
|
5.25 | 02/25/34 | 441 | 284,999 | ||||||||||||
Series 2003-S7, Class B2
|
5.50 | 05/25/33 | 514 | 215,800 | ||||||||||||
Series 2003-S7, Class B3
|
5.50 | 05/25/33 | 311 | 208,304 | ||||||||||||
Series 2006-SA1, Class B2*
|
5.67 | 02/25/36 | 823 | 623,188 | ||||||||||||
Series 2006-SA1, Class B3*
|
5.67 | 02/25/36 | 686 | 233,159 | ||||||||||||
1,565,450 | ||||||||||||||||
Resix Finance Limited Credit-Linked Note
|
||||||||||||||||
Series 2005-C, Class B7*
|
8.42 | 09/10/37 | 1,953 | 1,952,975 | ||||||||||||
Series 2004-C, Class B7*
|
8.82 | 09/10/36 | 962 | 976,028 | ||||||||||||
Series 2006-C, Class B9*
|
9.47 | 07/15/38 | 1,498 | 1,497,879 | ||||||||||||
Series 2004-B, Class B8*
|
10.07 | 02/10/36 | 777 | 800,654 | ||||||||||||
Series 2003-CB1, Class B8*
|
12.07 | 06/10/35 | 931 | 965,646 | ||||||||||||
Series 2004-B, Class B9*
|
13.57 | 02/10/36 | 1,191 | 1,247,331 | ||||||||||||
Series 2004-A, Class B10*
|
16.82 | 02/10/36 | 476 | 506,569 | ||||||||||||
7,947,082 | ||||||||||||||||
Structured Asset Mortgage Investments, Inc.
|
||||||||||||||||
Series 2002-AR1, Class B4
|
7.20 | 03/25/32 | 226 | 224,389 | ||||||||||||
Structured Asset Securities Corporation
|
||||||||||||||||
Series 2005-6, Class B5
|
5.34 | 05/25/35 | 486 | 383,045 | ||||||||||||
Series 2005-6, Class B6
|
5.34 | 05/25/35 | 486 | 302,009 | ||||||||||||
Series 2005-6, Class B7
|
5.34 | 05/25/35 | 339 | 94,821 | ||||||||||||
779,875 | ||||||||||||||||
8
Principal | ||||||||||||||||
Interest | Amount | Value | ||||||||||||||
Rate | Maturity | (000s) | (Note 2) | |||||||||||||
NON-AGENCY RESIDENTIAL MORTGAGE BACKED SECURITIES (continued) | ||||||||||||||||
Washington Mutual Mortgage Securities Corp.
|
||||||||||||||||
Series 2002-AR12, Class B4
|
4.65 | 10/25/32 | $ | 668 | $ | 661,276 | ||||||||||
Series 2002-AR12, Class B5
|
4.65 | 10/25/32 | 501 | 491,029 | ||||||||||||
Series 2002-AR12, Class B6
|
4.65 | 10/25/32 | 836 | 651,952 | ||||||||||||
Series 2002-AR10, Class B4*
|
4.92 | 10/25/32 | 587 | 580,641 | ||||||||||||
Series 2002-AR10, Class B5*
|
4.92 | 10/25/32 | 440 | 435,542 | ||||||||||||
Series 2002-AR10, Class B6*
|
4.92 | 10/25/32 | 734 | 623,785 | ||||||||||||
Series 2002-AR11, Class B5
|
5.11 | 10/25/32 | 343 | 329,210 | ||||||||||||
Series 2002-AR11, Class B6
|
5.11 | 10/25/32 | 460 | 368,178 | ||||||||||||
Series 2005-AR2, Class B10* (a)
|
6.52 | 01/25/45 | 1,638 | 1,427,036 | ||||||||||||
5,568,649 | ||||||||||||||||
Wells Fargo Mortgage Backed Securities Trust
|
||||||||||||||||
Series 2002, Class B5
|
6.00 | 06/25/32 | 350 | 342,323 | ||||||||||||
Total Subordinated Collateralized
Mortgage Obligations
(Cost $39,038,092) |
38,745,476 | |||||||||||||||
Total Non-Agency Residential Mortgage Backed
Securities
(Cost $39,038,092) |
38,745,476 | |||||||||||||||
SHORT TERM INVESTMENT 0.1% | ||||||||||||||||
United States
Treasury Bill
(Cost $199,645) |
4.85 | 06/14/07 | 200 # | 199,658 | ||||||||||||
Total Investments
118.9%
(Cost $164,923,684) |
161,278,418 | |||||||||||||||
Liabilities in Excess of Other Assets (18.9)%
|
(25,631,679 | ) | ||||||||||||||
NET ASSETS 100.0%
|
$ | 135,646,739 | ||||||||||||||
@
|
| Portion or entire principal amount delivered as collateral for reverse repurchase agreements. (Note 5) | ||
|
| Variable Rate Security: Interest rate is the rate in effect as of May 31, 2007. | ||
*
|
| 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. | ||
(a)
|
| Security is a step up bond where coupon increases or steps up at a predetermined date. At that date these coupons increase to LIBOR plus a predetermined margin. | ||
(b)
|
| Security is a step up bond where coupon increases or steps up at a predetermined date. Rates shown are current coupon and next coupon rate when security steps up. | ||
#
|
| Portion or entire principal amount held as collateral for open future contracts (Note 7). | ||
TBA
|
| Settlement is on a delayed delivery or when-issued basis with a final maturity To Be Announced. |
9
Assets:
|
||||||
Investments in securities, at market (cost $164,923,684)
(Note 2)
|
$ | 161,278,418 | ||||
Cash
|
1,367,333 | |||||
Interest receivable
|
790,205 | |||||
Receivable for investments sold
|
916,541 | |||||
Principal paydowns receivable
|
43,783 | |||||
Prepaid expenses and other assets
|
66,814 | |||||
Total assets
|
164,463,094 | |||||
Liabilities:
|
||||||
Reverse repurchase agreements (Note 5)
|
13,265,625 | |||||
Interest payable for reverse repurchase agreements (Note 5)
|
3,058 | |||||
Payable for investments purchased
|
13,433,599 | |||||
Unrealized depreciation on swap contracts (Note 7)
|
1,981,819 | |||||
Investment advisory fee payable (Note 3)
|
75,544 | |||||
Payable for variation margin
|
10,500 | |||||
Administration fee payable (Note 3)
|
23,903 | |||||
Accrued expenses and other liabilities
|
22,307 | |||||
Total liabilities
|
28,816,355 | |||||
Net Assets (equivalent to $13.37 per share based on
10,144,106 shares issued and outstanding)
|
$ | 135,646,739 | ||||
Composition of Net Assets:
|
||||||
Capital stock, at par value ($.01) (Note 6)
|
$ | 101,441 | ||||
Additional paid-in capital (Note 6)
|
144,150,201 | |||||
Accumulated undistributed net investment income
|
649,156 | |||||
Accumulated net realized loss
|
(3,550,884 | ) | ||||
Net unrealized depreciation on investments, swap contracts
and futures
|
(5,703,175 | ) | ||||
Net assets applicable to capital stock outstanding
|
$ | 135,646,739 | ||||
10
Investment Income (Note 2):
|
|||||||
Interest
|
$ | 6,646,455 | |||||
Expenses:
|
|||||||
Investment advisory fee (Note 3)
|
454,921 | ||||||
Administration fee (Note 3)
|
143,965 | ||||||
Insurance
|
53,480 | ||||||
Directors fees
|
40,494 | ||||||
Custodian
|
39,143 | ||||||
Accounting and tax services
|
32,411 | ||||||
Transfer agency
|
14,078 | ||||||
Registration fees
|
12,467 | ||||||
Legal
|
11,955 | ||||||
Reports to stockholders
|
17,197 | ||||||
Miscellaneous
|
12,573 | ||||||
Total operating expenses
|
832,684 | ||||||
Interest expense on reverse repurchase agreements (Note 5)
|
849,255 | ||||||
Total expenses
|
1,681,939 | ||||||
Net investment income
|
4,964,516 | ||||||
Realized and Unrealized Gain (Loss) on Investments
(Notes 2 and 7):
|
|||||||
Net realized gain (loss) on:
|
|||||||
Investment transactions
|
(451,302 | ) | |||||
Futures transactions
|
(82,522 | ) | |||||
Swap contracts
|
509,066 | ||||||
Net realized loss on investment transactions, futures
transactions and swap contracts
|
(24,758 | ) | |||||
Net change in unrealized appreciation/depreciation on:
|
|||||||
Investments
|
(4,944,393 | ) | |||||
Futures
|
(133,589 | ) | |||||
Swap contracts
|
(2,235,419 | ) | |||||
Net change in unrealized depreciation on investments, futures
and swap contracts
|
(7,313,401 | ) | |||||
Net realized and unrealized loss on investments, futures and
swap contracts
|
(7,338,159 | ) | |||||
Net decrease in net assets resulting from operations
|
$ | (2,373,643 | ) | ||||
11
For the Six Months | ||||||||||
Ended | For the Year | |||||||||
May 31, 2007 | Ended | |||||||||
(Unaudited) | November 30, 2006 | |||||||||
Increase (Decrease) in Net Assets Resulting from Operations: | ||||||||||
Net investment income
|
$ | 4,964,516 | $ | 9,323,679 | ||||||
Net realized gain (loss) on investment transactions,
futures transactions and swap contracts
|
(24,758 | ) | 105,517 | |||||||
Net change in unrealized appreciation/depreciation on
investments, futures and swap contracts
|
(7,313,401 | ) | 2,492,467 | |||||||
Net increase (decrease) in net assets resulting
from operations
|
(2,373,643 | ) | 11,921,663 | |||||||
Dividends to Stockholders (Note 2):
|
||||||||||
Net investment income
|
(5,477,817 | ) | (10,955,522 | ) | ||||||
Capital Stock Transactions (Note 6):
|
||||||||||
Net asset value of shares issued through dividend reinvestment
(0 and 104 shares, respectively)
|
| 1,465 | ||||||||
Net increase from capital stock transactions
|
| 1,465 | ||||||||
Total increase (decrease) in net assets
|
(7,851,460 | ) | 967,606 | |||||||
Net Assets:
|
||||||||||
Beginning of period
|
143,498,199 | 142,530,593 | ||||||||
End of period (including undistributed net investment income of
$649,156 and $799,245, respectively)
|
$ | 135,646,739 | $ | 143,498,199 | ||||||
12
Increase (Decrease) in Cash:
|
||||||
Cash flows provided by (used for) operating activities:
|
||||||
Net decrease in net assets resulting from operations
|
$ | (2,373,643 | ) | |||
Adjustments to reconcile net decrease in net assets from
operations to net cash provided by operating activities:
|
||||||
Purchases of long-term portfolio investments
|
(109,758,623 | ) | ||||
Proceeds from disposition of long-term portfolio investments,
principal paydowns, net of losses
|
142,492,613 | |||||
Sales of short-term portfolio investments, net
|
1,874,408 | |||||
Decrease in interest receivable
|
163,369 | |||||
Increase in receivable for investments sold
|
(908,494 | ) | ||||
Increase in prepaid expenses and other assets
|
(66,814 | ) | ||||
Decrease in variation margin receivable
|
55,922 | |||||
Decrease in interest payable for reverse
repurchase agreements
|
(51,878 | ) | ||||
Increase in payable for investments purchased
|
2,336,039 | |||||
Decrease in investment advisory fee payable
|
(687 | ) | ||||
Decrease in administration fee payable
|
(222 | ) | ||||
Decrease in accrued expenses and other liabilities
|
(68,871 | ) | ||||
Net amortization and paydown losses on investments
|
(567,940 | ) | ||||
Unrealized appreciation on investments
|
4,944,393 | |||||
Unrealized depreciation on swaps
|
2,235,419 | |||||
Net realized loss on investment transactions
|
451,302 | |||||
Net cash provided by operating activities
|
40,756,293 | |||||
Cash flows used for financing activities:
|
||||||
Net cash used for reverse repurchase agreements
|
(34,495,000 | ) | ||||
Dividends paid to stockholders, net of reinvestments
|
(5,477,817 | ) | ||||
Net cash used for financing activities
|
(39,972,817 | ) | ||||
Net increase in cash
|
783,476 | |||||
Cash at beginning of period
|
583,857 | |||||
Cash at end of period
|
$ | 1,367,333 | ||||
13
For the | |||||||||||||||||||||||||
Six Months | For the Year | For the Year | For the Year | For the Year | For the Period | ||||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | Ended | ||||||||||||||||||||
May 31, 2007 | November 30, | November 30, | November 30, | November 30, | November 30, | ||||||||||||||||||||
(Unaudited) | 2006 | 2005 | 2004 | 2003 | 2002@ | ||||||||||||||||||||
Per Share Operating Performance:
|
|||||||||||||||||||||||||
Net asset value, beginning of period
|
$ | 14.15 | $ | 14.05 | $ | 14.56 | $ | 14.41 | $ | 14.10 | $ | 14.25 | * | ||||||||||||
Net investment income
|
0.49 | 0.92 | 1.16 | 1.20 | 1.22 | 0.37 | |||||||||||||||||||
Net realized and unrealized gain (loss) on investments,
short sales, futures transactions and swap contracts
|
(0.73 | ) | 0.26 | (0.46 | ) | 0.25 | 0.39 | (0.17 | ) | ||||||||||||||||
Net increase (decrease) in net asset value resulting from
operations
|
(0.24 | ) | 1.18 | 0.70 | 1.45 | 1.61 | 0.20 | ||||||||||||||||||
Dividends from net investment income
|
(0.54 | ) | (1.08 | ) | (1.21 | ) | (1.30 | ) | (1.30 | ) | (0.32 | ) | |||||||||||||
Offering costs charged to additional paid-in-capital
|
| | | | | (0.03 | ) | ||||||||||||||||||
Net asset value, end of period
|
$ | 13.37 | $ | 14.15 | $ | 14.05 | $ | 14.56 | $ | 14.41 | $ | 14.10 | |||||||||||||
Market price, end of period
|
$ | 13.0700 | $ | 14.0800 | $ | 12.7000 | $ | 14.6100 | $ | 14.6700 | $ | 13.6800 | |||||||||||||
Total Investment Return+
|
(3.38 | )%(1) | 20.36% | (5.20 | )% | 9.10% | 17.55% | (6.66 | )%(1) | ||||||||||||||||
Ratios to Average Net Assets/ Supplementary Data:
|
|||||||||||||||||||||||||
Net assets, end of period (000s)
|
$ | 135,647 | $ | 143,498 | $ | 142,531 | $ | 147,645 | $ | 146,180 | $ | 142,921 | |||||||||||||
Operating expenses
|
1.19% | (2) | 1.18% | 1.24% | 1.25% | 1.28% | 1.23% | (2) | |||||||||||||||||
Interest expense
|
1.21% | (2) | 1.87% | 1.45% | 0.58% | 0.51% | 0.99% | (2) | |||||||||||||||||
Total expenses
|
2.40% | (2) | 3.05% | 2.69% | 1.83% | 1.79% | 2.22% | (2) | |||||||||||||||||
Net expenses
|
2.40% | (2) | 3.05% | 2.69% | 1.83% | 1.79% | 2.19% | (2) | |||||||||||||||||
Net investment income
|
7.09% | (2) | 6.60% | 8.05% | 8.23% | 8.54% | 7.48% | (2) | |||||||||||||||||
Portfolio turnover rate
|
60% | (1) | 93% | 46% | 65% | 78% | 70% | (1) |
+ | Total investment return is calculated assuming a purchase of common stock at the current market price on the first day and a sale at the current market price on the last day of the period reported. For the period ended November 30, 2002, total investment return is based on a beginning period price of $15.00 (initial offering price). Total investment return for subsequent periods is computed based upon the New York Stock Exchange market price of the Funds shares. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the prices obtained under the Funds dividend reinvestment plan. Total investment return does not reflect brokerage commissions and is not annualized. |
(1) | Not Annualized. |
(2) | Annualized. |
@ | Commenced operations on July 26, 2002. |
* | Initial public offering of $15.00 per share less underwriting discount of $0.75 per share. |
14
15
16
17
Maturity | |||||||||
Face Value | Description | Amount | |||||||
$ | 13,265,625 | Goldman Sachs 4.15%, dated 05/30/07, maturity date 06/15/07 | $ | 13,290,093 | |||||
$ | 13,265,625 | ||||||||
Maturity Amount, Including Interest Payable | $ | 13,290,093 | |||||||
Market Value of Assets Sold Under Agreements | $ | 13,086,563 | |||||||
Weighted Average Interest Rate | 4.15% | ||||||||
18
Net Unrealized | ||||||||||||
Expiration | Appreciation/ | |||||||||||
Notional Amount | Date | Description | (Depreciation) | |||||||||
$ | 5,000,000 | 10/15/48 | Agreement with Bear Stearns, dated 12/01/06 to receive monthly the notional amount multiplied by 0.750% and to pay only in the event of a write down or failure to pay a principal payment on WBCMT 2006-C28 J. | $ | (581,722 | ) | ||||||
5,000,000 | 10/12/52 | Agreement with Bear Stearns, dated 03/09/07 to receive monthly the notional amount multiplied by 1.34% and to pay only in the event of a write down or an interest shortfall on the underlying security CMBX-2006-BBB-1. | 71,970 | |||||||||
5,000,000 | 08/12/41 | Agreement with Greenwich Capital, dated 12/06/06 to receive monthly the notional amount multiplied by 0.750% and to pay only in the event of a write down or failure to pay a principal payment on MSC 2006-T23 H. | (480,785 | ) | ||||||||
5,000,000 | 10/12/41 | Agreement with Greenwich Capital, dated 12/06/06 to receive monthly the notional amount multiplied by 0.750% and to pay only in the event of a write down or failure to pay a principal payment on BSCMS 2006-T24 H. | (425,909 | ) | ||||||||
15,000,000 | 04/10/12 | Agreement with JP Morgan, dated 04/10/07 to receive semi-annually the notional amount multiplied by 4.96% and to pay quarterly the notional amount multiplied by 3 month USD-LIBOR-BBA. | (254,838 | ) | ||||||||
5,000,000 | 03/15/49 | Agreement with Royal Bank of Scotland, dated 02/28/07 to receive monthly the notional amount multiplied by 0.87% and to pay only in the event of a write down or on interest shortfall on the underlying security CMBX-2006-BBB-2. | (310,535 | ) | ||||||||
$ | (1,981,819 | ) | ||||||||||
Notional | Expiration | Cost at | Value at | Unrealized | ||||||||||||||||
Amount | Type | Date | Trade Date | May 31, 2007 | Depreciation | |||||||||||||||
$ | 11,200,000 | 5 Yr. U.S. Treasury | September 2007 | $ | 11,773,090 | $ | 11,697,000 | $ | (76,090 | ) |
19
Undistributed tax ordinary income
|
$ | 654,492 | |||
Accumulated capital loss
|
(3,626,974) | ||||
Tax basis unrealized appreciation
|
(5,632,421) | ||||
Total
|
$ | (8,604,903) | |||
Dividend | Record | Payable | ||
Per Share | Date | Date | ||
$0.090
|
06/12/07 | 06/28/07 | ||
$0.090
|
07/17/07 | 07/26/07 |
20
21
22
Shares Voted | Shares Voted | Shares Voted | ||||
For | Against | Abstain | ||||
1. To elect to the Funds Board of
Directors
Rodman L. Drake |
9,656,510 | 0 | 79,190 | |||
23
24
Position(s) Held with | Number of | |||||||
Fund and Term of | Portfolios in Fund | |||||||
Name, Address | Office and Length of | Principal Occupation(s) During Past 5 Years | Complex Overseen | |||||
and Age | Time Served | and Other Directorships Held by Director | by Director | |||||
Disinterested Director | ||||||||
Class II Director to serve until 2010 Annual Meeting of Stockholders: | ||||||||
Rodman L. Drake
c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010 Age 64 |
Chairman Elected December 2003 Director since June 2002, Member of the Audit Committee, Chairman of Nominating and Compensation Committee Elected for Three Year Term |
Chairman (since 2003) and Director of several investment companies advised by the Advisor or by its affiliates (1989-Present); Director, and/or Lead Director of Crystal River Capital, Inc. (CRZ) (2005-Present); Director of Celgene Corporation (CELG) (April 2006- Present); Director of Student Loan Corporation (STU) (2005-Present); Director Apex Silver Corp (SIL) 2007-Present; General Partner of Resource Capital Fund II & III CIP L.P. (1998-2006); Co-founder, Baringo Capital LLC (2002-Present); Director, Jackson Hewitt Tax Services Inc. (JTX) (2004-Present); Director of Animal Medical Center (2002- Present); Director and/or Lead Director of Parsons Brinckerhoff, Inc. (1995-Present); Trustee of Excelsior Funds (1994-Present). | 4 | |||||
Disinterested Directors | ||||||||
Class I Directors to serve until 2009 Annual Meeting of Stockholders: | ||||||||
Robert F. Birch
c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010 Age 71 |
Director since June 2002, Member of the Audit Committee, Member
of Nominating and Compensation Committee, Member of Executive
Committee Elected for Three Year Term |
Director of several investment companies advised by the Advisor or by its affiliates (1998- Present); President of New America High Income Fund (1992-Present); Director of Brandywine Funds (3) (2001-Present). | 4 | |||||
Stuart A. McFarland
c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010 Age 60 |
Director since April 2006, Member of the Audit Committee, Member
of Nominating and Compensation Committee Elected for Three Year Term |
Director of several investment companies advised by the Advisor or its affiliates (2006- Present); Director of Brandywine Funds (2003- Present); Director of New Castle Investment Corp. (2000-Present); Chairman and Chief Executive Officer of Federal City Bancorp, Inc. (2005-2007); Managing Partner of Federal City Capital Advisors (1997-Present). | 4 |
25
Position(s) Held with | Number of | |||||||
Fund and Term of | Portfolios in Fund | |||||||
Name, Address | Office and Length of | Principal Occupation(s) During Past 5 Years | Complex Overseen | |||||
and Age | Time Served | and Other Directorships Held by Director | by Director | |||||
Interested Director | ||||||||
Class III Director to serve until 2008 Annual Meeting of Stockholders: | ||||||||
Clifford E. Lai*
c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010 Age 54 |
Director since December 2003, Member of Executive Committee Elected for Three Year Term |
Managing Partner of Brookfield Asset Management, Inc. (2006-Present); Chairman (2005-Present), Chief Executive Officer (1998-2007), President (1998-2006) and Chief Investment Officer (1993-2002) of the Advisor; President, Chief Executive Officer and Director of Crystal River Capital, Inc., (CRZ) (2005- Present); President and Director of several investment companies advised by the Advisor or by its affiliates (1995-Present); and Co-Chairman (2003-2006) and Board of Managers (1995-2006) of Hyperion GMAC Capital Advisors, LLC (formerly Lend Lease Hyperion Capital, LLC). | 4 | |||||
Disinterested Director | ||||||||
Class III Director to serve until 2008 Annual Meeting of Stockholders: | ||||||||
Louis P. Salvatore
c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010 Age 60 |
Director since September 2005, Chairman of the Audit Committee,
Member of Compensation and Nominating Committee Elected for Two Year Term |
Director of several investment companies advised by the Advisor or by its affiliates (2005- Present); Director of Crystal River Capital, Inc. (CRZ) (2005-Present); Director of Turner Corp. (2003-Present); Director of Jackson Hewitt Tax Services, Inc. (JTX) (2004- Present); Employee of Arthur Andersen LLP (2002-Present); Partner of Arthur Andersen LLP (1977-2002). | 4 |
* | Interested person as defined by the Investment Company Act of 1940 (the 1940 Act) because of affiliations with Hyperion Brookfield Asset Management, Inc., the Funds Advisor. |
26
Position(s) | Term of Office and | Principal Occupation(s) | ||||
Name, Address and Age | Held with Fund | Length of Time Served | During Past 5 Years | |||
Clifford E. Lai*
c/o Three World Financial Center, 200 Vesey Street, 10th floor, New York, New York 10281-1010 Age 54 |
President |
Elected Annually Since June 2002 |
Please see Information Concerning Directors. | |||
John J. Feeney, Jr.*
c/o Three World Financial Center, 200 Vesey Street, 10th floor, New York, New York 10281-1010 Age 48 |
Vice President |
Elected Annually Since July 2007 |
Director (2002-Present), Chief Executive Officer (February 2007-Present), President (2006-Present) and Director of Marketing (1997-2006) of the Advisor; Vice President of several investment companies advised by the Advisor (July 2007- Present); Executive Vice President and Secretary of Crystal River Capital, Inc., (CRZ) (2005-2007). | |||
Thomas F. Doodian*
c/o Three World Financial Center, 200 Vesey Street, 10th floor, New York, New York 10281-1010 Age 48 |
Treasurer |
Elected Annually Since June 2002 |
Managing Director of Brookfield Operations and Management Services, LCC (2007-Present); Managing Director, Chief Operating Officer (1998-2006) and Chief Financial Officer (2002- 2006) of the Advisor (1995-2006); Treasurer of several investment companies advised by the Advisor (1996-Present); Treasurer of Hyperion GMAC Capital Advisors, LLC (formerly, Lend Lease Hyperion Capital Advisors, LLC) (1996-2006). | |||
Jonathan C. Tyras*
c/o Three World Financial Center, 200 Vesey Street, 10th floor, New York, New York 10281-1010 Age 38 |
Secretary |
Elected Annually Since November 2006 |
Director, General Counsel and Secretary (October 2006-Present) of the Advisor; Vice President, General Counsel and Assistant Secretary of Crystal River Capital, Inc. (CRZ) (November 2006-Present); Secretary of several investment companies advised by the Advisor (November 2006-Present); Attorney at Paul, Hastings, Janofsky & Walker LLP (1998- October 2006). | |||
Josielyne K. Pacifico*
c/o Three World Financial Center, 200 Vesey Street, 10th floor, New York, New York 10281-1010 Age 34 |
Chief Compliance Officer (CCO) |
Elected Annually Since August 2006 |
Vice President, Compliance Officer (July 2005- August 2006), Assistant General Counsel (July 2006-Present) and CCO (September 2006- Present) of the Advisor; CCO of several investment companies advised by the Advisor (November 2006-Present); Assistant Secretary of Crystal River Capital, Inc. (CRZ) (April 2007-Present); Compliance Manager of Marsh & McLennan Companies (2004-2005); Staff Attorney at the United States Securities and Exchange Commission (2001-2004). |
* | Interested person as defined by the Investment Company Act of 1940 (the 1940 Act) because of affiliations with Hyperion Brookfield Asset Management, Inc., the Funds Advisor. |
** | See Subsequent Events Note 9. |
27
28
INVESTMENT ADVISOR AND ADMINISTRATOR HYPERION BROOKFIELD ASSET MANAGEMENT, INC. Three World Financial Center 200 Vesey Street, 10th Floor New York, NY 10281-1010 For General Information about the Fund: 1 (800) HYPERION SUB-ADMINISTRATOR STATE STREET BANK and TRUST COMPANY 2 Avenue De Lafayette Lafayette Corporate Center Boston, Massachusetts 02116 CUSTODIAN AND FUND ACCOUNTING AGENT STATE STREET BANK and TRUST COMPANY 2 Avenue De Lafayette Lafayette Corporate Center Boston, Massachusetts 02116 |
TRANSFER AGENT AMERICAN STOCK TRANSFER & TRUST COMPANY Investor Relations Department 59 Maiden Lane New York, NY 10038 For Stockholder Services: 1 (800) 937-5449 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BRIGGS, BUNTING & DOUGHERTY, LLP Two Penn Center, Suite 820 Philadelphia, Pennsylvania 19102 LEGAL COUNSEL SULLIVAN & WORCESTER LLP 1666 K Street, NW Washington, D.C. 20006 |
Rodman L. Drake* | ||
Chairman | ||
Robert F. Birch* | ||
Director | ||
Stuart A. McFarland* | ||
Director | ||
Louis P. Salvatore* | ||
Director | ||
Clifford E. Lai | ||
Director and President | ||
John J. Feeney, Jr. | ||
Vice President | ||
Thomas F. Doodian | ||
Treasurer | ||
Jonathan C. Tyras | ||
Secretary | ||
Josielyne K. Pacifico | ||
Chief Compliance Officer |
* Audit Committee Members |
|
||
|
||
This report is for stockholder information. This is not a prospectus intended for use in the purchase or sale of Fund shares. | ||
The financial information included herein is taken from records of the Fund without audit by the Funds independent auditors, who do not express an opinion thereon. | ||
The Hyperion Brookfield Strategic | ||
Mortgage Income Fund, Inc. | ||
(formerly The Hyperion Strategic | ||
Mortgage Income Fund, Inc.) | ||
Three World Financial Center | ||
200 Vesey Street, 10th Floor | ||
New York, NY 10281-1010 |
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
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.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Portfolio Manager
As of July 13, 2007, Michelle Russell-Dowe is responsible for the day to day management of the Funds portfolio. Ms. Russell-Dowe is a Managing Director of the Adviser and a Senior Portfolio Manager with over 12 years of industry experience. She joined the Adviser in 1999, and as head of the RMBS and ABS investment team, Ms. Russell-Dowe is responsible for the Advisers RMBS and ABS exposures and the establishment of RMBS and ABS portfolio objectives and strategies. Prior to joining the Adviser, she was a Vice-President in the RMBS Group at Duff & Phelps Credit Rating Company, and was responsible for the rating and analysis of RMBS transactions.
Management of Other Accounts
The portfolio manager listed below manages other investment companies and/or investment vehicles and accounts in addition to the Fund. The table below shows the number of other accounts managed by Ms. Russell-Dowe 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.
Total # of | # of Accounts Managed | |||||||||||||||
Accounts | with Advisory | Total Assets with | ||||||||||||||
Name of Portfolio | Managed as of | Fee Based | Advisory Fee Based | |||||||||||||
Manager | Type of Accounts | June 30, 2007 | Total Assets | on Performance | on Performance | |||||||||||
Michelle Russell-Dowe |
Registered Investment Company |
2 | $1 billion | 0 | 0 | |||||||||||
Other Pooled Investment Vehicles |
0 | $0 | 0 | 0 | ||||||||||||
Other Accounts | 10 | $4.8 billion | 1 | $ | 1.3 billion |
Share Ownership
The following table indicates the dollar range of securities of the Fund owned by the Funds portfolio manager as of July 31, 2007.
Dollar Range of Securities Owned | |||
|
|||
Michelle Russell-Dowe | $1 $10,000 |
Portfolio Manager Material Conflict of Interest
Potential conflicts of interest may arise when a funds portfolio manager has day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for the portfolio managers of the Fund.
These potential conflicts include:
Allocation of Limited Time and Attention. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as the case may be if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
Allocation of Limited Investment Opportunities. If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a funds ability to take full advantage of the investment opportunity.
Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.
Variation in Compensation. A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the funds and/or accounts that he or she manages. If the structure of the investment advisers management fee and/or the portfolio managers compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which he or she has an interest or in which the investment advisor and/or its affiliates have interests. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio managers performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.
Related Business Opportunities. The investment adviser or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of fund and/or accounts that provide greater overall returns to the investment manager and its affiliates.
The Adviser and the Funds have adopted compliance policies and procedures that are designed to address the various conflicts of interest that may arise for the Adviser and the individuals that it employs. For example, the Adviser seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. The Adviser has also adopted trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is, however, no guarantee that such policies and procedures will be able to detect and prevent every situation in which an actual or potential conflict may appear.
Portfolio Manager Compensation
The Funds portfolio manager is compensated by the Adviser. The compensation structure of the Advisers portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) if applicable, long-term stock-based compensation consisting generally of restricted stock units of the Advisers indirect parent company, Brookfield Asset Management, Inc. The portfolio managers also receive certain retirement, insurance and other benefits that are broadly available to all of the Advisers employees. Compensation of the portfolio managers is reviewed on an annual basis by senior management.
The Adviser compensates its portfolio managers based primarily 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 versus appropriate peer groups of similar size and strategy, as well as the management skills displayed in managing their subordinates 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 Advisers portfolio managers varies in line with the portfolio managers seniority and position. The compensation of portfolio managers with other job responsibilities (such as acting as an executive officer of the Adviser and supervising various departments) will include consideration of the scope of such responsibilities and the portfolio managers performance in meeting them. The Adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the Adviser and its indirect parent. While the salaries of the Advisers portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in the portfolio managers performance and other factors as described herein.
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.
Item 11. Controls and Procedures.
(a) The Registrants principal executive officer and principal financial officer have concluded that the Registrants Disclosure Controls and Procedures are effective, based on their evaluation of such Disclosure Controls and Procedures as of a date within 90 days of the filing of this report on Form N-CSR.
(b) As of the date of filing this Form N-CSR, the Registrants principal executive officer and principal financial officer are aware of no changes in the Registrants internal control over financial reporting that occurred during the Registrants second fiscal quarter of the period covered by this report that has materially affected or is reasonably likely to materially affect the Registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1) None.
(2) A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached as an exhibit to this Form N-CSR.
(3) 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.
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.
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
By: | /s/ Clifford E. Lai | |
Clifford E. Lai Principal Executive Officer |
Date: August 3 , 2007
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/ Clifford E. Lai | |
Clifford E. Lai Principal Executive Officer |
Date: August 3, 2007
By: | /s/ Thomas F. Doodian | |
Thomas F. Doodian Treasurer and Principal Financial Officer |
Date: August 3 , 2007