nvcsr
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.
(Exact name of registrant as specified in charter)
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: November 30, 2007
Item
1. Reports to Shareholders.
The
Hyperion
Brookfield
Strategic
Mortgage
Income
Fund
Inc.
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Portfolio Composition (Unaudited)
The chart that follows the allocation of the Funds
holdings by asset category as of November 30, 2007.
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Portfolio of Investments as of November 30, 2007*
* As a percentage of total investments.
1
THE HYPERION
BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Report of the Investment Advisor
For the Year Ended November 30, 2007
Dear
Stockholder:
We welcome this opportunity to provide you with information
about The Hyperion Brookfield Strategic Mortgage Income Fund,
Inc. (the Fund) for the fiscal year ended
November 30, 2007. The Funds shares are traded on the
New York Stock Exchange (NYSE) under the symbol
HSM.
Description
of the Fund
The Fund is a diversified closed-end management investment
company. The Funds primary investment objective is to
provide a high level of current income by investing primarily in
mortgage-backed securities that offer an attractive combination
of credit quality, yield and maturity. The Funds secondary
investment objective is to provide capital appreciation. Under
normal market conditions, the Fund will invest at least 80% of
its total assets in investment-grade mortgage-backed securities
(MBS) including Agency MBS, non-Agency residential
MBS (RMBS), and commercial MBS (CMBS),
and may invest up to 20% of its total assets in
U.S. Government securities, cash or other short-term
instruments.
Portfolio
Performance
For the fiscal year ending November 30, 2007, shareholders
realized a total investment return of -22.54%, which assumes the
reinvestment of dividends and is exclusive of brokerage
commissions. Based on the NYSE closing price of $9.98 on
November 30, 2007, the Funds shares have a current
yield of 10.82%, which was 7.43% higher than the 3.39% yield of
the 5-Year
U.S. Treasury note. This was also competitive with the
yields of other multi-sector bond funds in its category.
The Funds net asset value (NAV) declined
20.78% over the period. The decline was a result of the higher
interest rate environment and widening yield spreads and not due
to unexpected credit impairments of the Funds holdings.
Since we intend to hold these securities to maturity, we would
expect, barring any unforeseen credit events in the future, that
these securities will recover toward price levels as seen before
the market disruption.
As of November 30, 2007, the Fund, inclusive of the effect
of leverage, was managed with an average duration of
5.1 years, as measured on a net asset basis (a bonds
duration is the weighted average number of years until maturity
of all its cash flows, including coupon payments and principal).
Fixed
Income Market Environment
The current market turmoil began with the deterioration of
subprime residential mortgages, and its stepwise progression
resulted in a general disruption of the credit markets to a
magnitude not seen at least in our lifetimes.
The market disruption began in early 2007, when subprime
mortgage originators were no longer able to obtain funds to
originate new and refinance existing residential mortgages.
Subprime borrowers, who had planned to rely on refinancing and
continued home price appreciation to offset higher interest
charges on their mortgages, began to default on their mortgages
and delinquencies began to increase. By the end of the year,
subprime borrowers had virtually no affordable access to the
financing markets.
Next was the decline in pricing of ABS backed by subprime loans.
As delinquencies and losses in these securitizations began to
soar, the prices of ABS began to decline.
Then, a highly leveraged hedge fund sponsored by a large
broker-dealer that held some of these ABS was forced into
liquidation. At a 30-to-1-times leverage ratio, $1.00 of equity
supported $30 of assets, which meant that a two percent decline
in the value of the assets resulted in a $0.60 of loss in equity
($30 times 2%). The $0.60 of loss represents a 60% loss in value
of the one dollar of equity. Rather than meet a margin call of
$0.60 per $1.00 of invested equity, the hedge fund liquidated a
large portion of its balance sheet to meet the leverage
requirements.
As there are many vehicles leveraged between 20 to 30 times, the
price discovery of a two percent decline in value of certain
assets compounded with the liquidation of the above mentioned
hedge fund caused further declines in asset values. This, in
turn, triggered a chain reaction throughout the market affecting
all leveraged portfolios. These portfolios were forced to sell
whatever they could to meet the more stringent margin calls, as
the value of their leveraged assets declined. The selling was
not just limited to subprime
2
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Report of the Investment Advisor
For the Year Ended November 30, 2007
ABS securities, but affected any security that could be sold for
a reasonable price, including U.S. Government Agency
securities, corporate bonds and high yield bonds.
What followed was a chain reaction of:
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Declining asset prices across all asset types.
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Recognized losses resulting from the non-cash write-downs of
assets and negative earnings impact on the books of financial
institutions.
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Liquidity, particularly through reverse repurchase financing,
becoming far less available.
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Liquidation of highly leveraged portfolios, including structured
investment vehicles (SIVs) and asset-backed
commercial paper conduits (ABCPs), which put further
downward pressure on asset prices.
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Money market funds ability to maintain a constant $1 NAV
was threatened by declining asset prices, even on AAA-rated
securities, causing money market fund sponsors to
backstop shareholders.
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Rapidly declining fundamentals in the housing sector as a result
of declining home prices.
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Rating agencies downgrading the vast majority of 2006 to 2007
subprime, floating-rate securities rated single-A and below and
placing even some AAA-rated securities on watch.
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Rating agencies making significant ratings cuts within
collateralized debt obligations (CDOs), even on
AAA-rated securities.
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A disintermediation of lending and securities markets, resulting
in a virtual shut down in non-Agency residential mortgage-backed
securities (RMBS) lending and securitization.
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Financing difficulties for commercial real estate, corporate
bank loans and corporate bridge loans, as losses at financial
institutions curtailed any new financing activity.
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This is by no means an exhaustive list of ramifications stemming
from the crisis that was once thought to be contained within the
subprime market. This list underscores the extent of the crisis,
which could get even worse if bond insurers were to lose their
AAA-credit rating, which would have a far reaching impact on the
insured municipal bond market.
In our minds, there are several events that need to occur to
turn the market around:
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1.
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Financial institutions must write down the losses on their
books, which we expect to see in the fourth quarter 2007
earnings releases for these companies.
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2.
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Financial institutions must raise capital through equity,
preferred stock or convertible preferred stock to replace the
written down assets with new capital.
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3.
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The ranges of home price declines and economic performance must
become more predictable.
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We expect the housing downturn to result in a 10% to 15% home
price depreciation over the next three years, with home prices
reaching a bottom in 2010 and 2011. In this regard, we disagree
with many market players who expect the bottom of the housing
market between 2008 and 2009. As a result, unsold inventory and
mortgage delinquencies are likely to continue to rise, with
foreclosure inventory expected to more than double. Currently,
U.S. government sponsored enterprises, such as Fannie Mae
and Freddie Mac, are responsible for nearly 75% to 90% of the
current origination volume, up substantially from 40% in 2006.
Unfortunately, this means that borrowers who do not qualify
under the Agency programs do not have access to financing. At
the margin, this lack of lending is adding pressure to the
housing market through reduced demand, and we expect that this
will compound inventory
build-up and
housing price declines.
We believe that the problems plaguing the markets will continue
through the first half of 2008, and this will result in
continued market volatility. However, opportunities are clear
and plentiful, given that todays market yields price in
far greater fundamental
3
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Report of the Investment Advisor
For the Year Ended November 30, 2007
declines than generally forecasted. AAA-rated securities that
were once available at 6% yields, can now be purchased at 12% to
18% yields, which implies cumulative home price declines of more
than 20% over the next three years nationwide.
The RMBS sector was not the only sector with weaker price
performance, as prices of commercial mortgage-backed securities
(CMBS) also decreased during the year. While
commercial real estate fundamentals continue to be positive, we
are closely monitoring this market for any spillover effects
from the residential housing markets. Our view is that CMBS
fundamentals are stronger than RMBS fundamentals, largely due to
the cash equity requirement that exists in commercial lending,
stricter screening of borrowers and the property appraisals
required by commercial loan underwriters, as well as the ability
to control the property in a workout situation.
Portfolio
Strategy
Widening yield spreads across the different sectors as a result
of the recent credit turmoil have caused our NAV to decline. As
is customary during market disruptions, there is no price
discrimination between strong and weak securities, as all
securities are being priced lower regardless of their individual
merits. We continually evaluate the securities in the
Funds portfolio, and based on that review, we believe that
the quality of our securities is excellent and difficult to
replace in todays market with respect to credit strength,
security structure and expected returns.
A large portion of the Fund is invested in high quality, highly
rated securities. As of November 30, 2007, approximately
85% of the Funds securities were rated investment grade,
while only approximately 15% of the Funds securities were
rated below investment grade. Approximately 45% of the
portfolios holdings consisted of U.S. Treasury
securities and Agency MBS. Agency MBS are securities that have
been guaranteed by an agency of the U.S. government or by
U.S. government sponsored enterprises. Owners of Agency MBS
are guaranteed the timely payment of principal and interest,
which gives the securities the equivalent of an AAA credit
rating. Further, the portfolio has only a 0.01% exposure to
second lien loans.
One of our main priorities in managing the Fund is the continued
surveillance of the portfolios RMBS and CMBS credit
exposures. Fortunately, we anticipated the deterioration in the
residential credit sector back in 2005. Hence, the portfolio has
a less than 1% exposure to subprime residential mortgages.
Approximately 16% of the Funds exposure is to non-Agency
securities backed by prime residential mortgage loans. The prime
holdings are seasoned and concentrated in older vintage
securities, issued between 2002 to 2005, and backed by
fixed-rate mortgage loans. Fixed-rate mortgage loans made to
prime borrowers have not shown the same deteriorating
performance as floating-rate mortgage loans. The superior
performance of fixed-rate mortgage loans is due to low
loan-to-value ratios and higher documentation requirements,
including borrower income verification. As well, we believe that
the Funds CMBS holdings are fundamentally strong. The
portfolios securities have been performing in line with
their original underwriting expectations.
Finally, with approximately 45% of the portfolio allocated to
Agency MBS and U.S. Treasuries, we are in a good position
to take advantage of the dislocations occurring in the market,
and we continue to look for investment opportunities in the RMBS
and CMBS markets.
We believe that the current dislocations in the structured
mortgage markets are temporary and that yield spreads will be
narrower in the future. We have been diligent over the last
18 months in avoiding what we perceive to be the problems
the market is facing today. In our minds, todays market
environment offers an excellent opportunity to deploy capital
and take advantage of an attractive investment environment.
Conclusion
We remain committed to the Fund and its stockholders. As always,
we will continue to actively seek investment opportunities in
the market and act on them in a timely fashion in an effort to
achieve the Funds objectives. We welcome your questions
and comments, and encourage you to contact our Shareholder
Services Representatives at 1-800-HYPERION.
We appreciate the opportunity to serve your investment needs.
4
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Report of the Investment Advisor
For the Year Ended November 30, 2007
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.
5
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THE HYPERION BROOKFIELD STRATEGIC
MORTGAGE INCOME FUND, INC.
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Principal
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Portfolio of Investments
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Interest
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Amount
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Value
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November 30, 2007
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Rate
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Maturity
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(000s)
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(Note 2)
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U.S. GOVERNMENT & AGENCY OBLIGATIONS
68.7%
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U.S. Government Agency Pass-Through Certificates
52.7%
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Federal Home Loan Mortgage Corporation
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Pool C69047
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7.00
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%
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06/01/32
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$
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916
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$
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959,149
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Pool H01847
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7.00
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09/01/37
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2,664
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@
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2,746,834
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Pool G01466
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9.50
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12/01/22
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827
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902,973
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Pool 555559
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10.00
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03/01/21
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731
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829,849
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5,438,805
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Federal National Mortgage Association
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Pool 694391
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5.50
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03/01/33
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3,266
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3,279,442
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Pool 753914
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5.50
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12/01/33
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6,160
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6,185,794
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Pool 955347
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5.83
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10/01/37
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2,077
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@
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2,111,630
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Pool 949293
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5.88
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10/01/37
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1,997
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@
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2,030,784
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Pool 754355
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6.00
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12/01/33
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2,477
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2,524,158
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Pool 761836
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6.00
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06/01/33
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2,397
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2,445,015
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Pool 763643
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6.00
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01/01/34
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5,310
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5,405,830
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Pool 255413
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6.50
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10/01/34
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5,945
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@
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6,127,133
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Pool 795367
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6.50
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09/01/34
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2,006
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2,067,600
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Pool 809989
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6.50
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03/01/35
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2,378
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2,448,100
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Pool 945836
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6.50
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08/01/37
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4,999
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5,110,772
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Pool 948362
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6.50
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08/01/37
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4,970
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5,081,449
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Pool 650131
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7.00
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07/01/32
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1,179
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1,239,489
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Pool 887431
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7.50
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08/01/36
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738
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766,968
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Pool 398800
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8.00
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06/01/12
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358
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371,560
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Pool 827854
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8.00
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10/01/29
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1,614
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1,730,231
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Pool 636449
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8.50
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04/01/32
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1,399
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1,505,009
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Pool 823757
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8.50
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10/01/29
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2,537
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2,731,446
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Pool 458132
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9.49
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03/15/31
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1,145
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1,259,978
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54,422,388
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Total U.S. Government Agency Pass-Through Certificates
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(Cost $59,887,548)
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59,861,193
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U.S. Treasury Obligations 16.0%
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United States Treasury Notes
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4.50
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02/15/16
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3,000
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@
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3,127,266
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United States Treasury Notes
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4.50
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05/15/17
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14,500
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@
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15,095,863
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Total U.S. Treasury Obligations
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(Cost $17,134,969)
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18,223,129
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Total U.S. Government & Agency Obligations
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(Cost $77,022,517)
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78,084,322
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ASSET-BACKED SECURITIES 7.6%
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Housing Related Asset-Backed Securities 6.2%
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Asset Backed Funding Certificates
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Series 2005-AQ1,
Class B1* (b) (c)
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5.75/6.25
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06/25/35
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993
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555,495
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Series 2005-AQ1,
Class B2* (b) (c)
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5.75/6.25
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06/25/35
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1,050
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683,235
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1,238,730
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See notes to financial statements.
6
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THE HYPERION BROOKFIELD STRATEGIC
MORTGAGE INCOME FUND, INC.
|
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Principal
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Portfolio of Investments
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Interest
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Amount
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Value
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November 30, 2007
|
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Rate
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Maturity
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(000s)
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(Note 2)
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ASSET-BACKED SECURITIES (continued)
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First Franklin Mortgage Loan Asset Backed Certificates
Series 2004-FFH2C,
Class B1* (a) (d)
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8.29
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%
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06/25/34
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$
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525
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$
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21,009
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Green Tree Financial Corp.
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Series 1995-6,
Class M1
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8.10
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09/15/26
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4,325
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4,498,809
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Mid-State Trust
Series 2004-1,
Class M2
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8.11
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08/15/37
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1,179
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1,178,415
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Structured Asset Investment Loan Trust
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Series 2004-4,
Class B* (b) (c) (d)
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5.00/5.50
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04/25/34
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496
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24,166
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Total Housing Related Asset-Backed Securities
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(Cost $8,588,433)
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|
6,961,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Housing Related Asset-Backed Securities
1.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airplanes Pass Through Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 1R, Class A8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(cost $1,571,994)
|
|
|
5.03
|
|
|
03/15/19
|
|
|
1,699
|
|
|
|
1,605,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Asset-Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $10,160,427)
|
|
|
|
|
|
|
|
|
|
|
|
|
8,567,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMERCIAL MORTGAGE BACKED SECURITIES 25.4%
|
Banc America Commercial Mortgage, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2007-2,
Class L
|
|
|
5.37
|
|
|
04/10/49
|
|
|
1,127
|
|
|
|
561,573
|
Series 2007-2,
Class K
|
|
|
5.70
|
|
|
04/10/49
|
|
|
3,000
|
|
|
|
1,736,298
|
Series 2006-1,
Class J*
|
|
|
5.78
|
|
|
09/10/45
|
|
|
1,000
|
|
|
|
678,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,976,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bear Stearns Commercial Mortgage Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2006-PWR13,
Class K
|
|
|
5.26
|
|
|
09/11/41
|
|
|
347
|
|
|
|
183,205
|
Series 2006-PWR11,
Class H*
|
|
|
5.46
|
|
|
03/11/39
|
|
|
1,100
|
|
|
|
744,458
|
Series 2006-PWR13,
Class H
|
|
|
6.03
|
|
|
09/11/41
|
|
|
2,450
|
|
|
|
1,702,679
|
Series 1999-C1,
Class D
|
|
|
6.53
|
|
|
02/14/31
|
|
|
2,500
|
|
|
|
2,541,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,172,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CD 2006 CD2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2006-CD2,
Class J*
|
|
|
5.47
|
|
|
01/15/46
|
|
|
1,000
|
|
|
|
674,539
|
Credit Suisse Mortgage Capital Certificates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2006-C4,
Class L*
|
|
|
5.15
|
|
|
09/15/39
|
|
|
513
|
|
|
|
314,184
|
Series 2006-C4,
Class M*
|
|
|
5.15
|
|
|
09/15/39
|
|
|
565
|
|
|
|
325,513
|
Series 2006-C1,
Class K*
|
|
|
5.73
|
|
|
02/15/39
|
|
|
2,358
|
|
|
|
1,607,927
|
Series 2006-C4,
Class K*
|
|
|
6.30
|
|
|
09/15/39
|
|
|
2,970
|
|
|
|
2,026,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,274,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GE Capital Commercial Mortgage Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2002-2A,
Class G*
|
|
|
6.04
|
|
|
08/11/36
|
|
|
3,000
|
|
|
|
3,015,261
|
Series 2002-2A,
Class H*
|
|
|
6.31
|
|
|
08/11/36
|
|
|
2,000
|
|
|
|
1,999,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,014,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GMAC Commercial Mortgage Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2006-C1,
Class G*
|
|
|
5.61
|
|
|
11/10/45
|
|
|
2,500
|
|
|
|
1,911,473
|
See notes to financial statements.
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE HYPERION BROOKFIELD STRATEGIC
MORTGAGE INCOME FUND, INC.
|
|
|
|
|
|
|
|
Principal
|
|
|
|
Portfolio of Investments
|
|
Interest
|
|
|
|
|
Amount
|
|
|
Value
|
November 30, 2007
|
|
Rate
|
|
|
Maturity
|
|
(000s)
|
|
|
(Note 2)
|
|
|
COMMERCIAL MORTGAGE BACKED SECURITIES (continued)
|
JP Morgan Chase Commercial Mortgage Securities
Series 2003-LN1,
Class G*
|
|
|
5.61
|
%
|
|
10/15/37
|
|
$
|
1,600
|
|
|
$
|
1,422,496
|
Series 2006-CIBC14,
Class H*
|
|
|
5.72
|
|
|
12/12/44
|
|
|
1,211
|
|
|
|
830,926
|
Series 2007-LD11,
Class K*
|
|
|
6.01
|
|
|
06/15/49
|
|
|
1,879
|
|
|
|
1,062,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,315,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Capital I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2004-HQ4,
Class G*
|
|
|
5.53
|
|
|
04/14/40
|
|
|
1,000
|
|
|
|
893,761
|
UBS 400 Atlantic Street Mortgage Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2002-C1A,
Class B3*
|
|
|
7.19
|
|
|
01/11/22
|
|
|
2,000
|
|
|
|
2,180,300
|
Wachovia Bank Commercial Mortgage Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2007-C31,
Class L*
|
|
|
5.13
|
|
|
04/15/47
|
|
|
1,788
|
|
|
|
871,600
|
Series 2005-C16,
Class H*
|
|
|
5.54
|
|
|
10/15/41
|
|
|
2,000
|
|
|
|
1,551,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,422,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial Mortgage Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $36,043,358)
|
|
|
|
|
|
|
|
|
|
|
|
|
28,837,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-AGENCY RESIDENTIAL MORTGAGE BACKED SECURITIES
28.0%
|
Subordinated Collateralized Mortgage Obligations
28.0%
|
Banc of America Funding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2005-2,
Class B4
|
|
|
5.66
|
|
|
04/25/35
|
|
|
849
|
|
|
|
623,737
|
Series 2005-2,
Class B5
|
|
|
5.66
|
|
|
04/25/35
|
|
|
680
|
|
|
|
298,179
|
Series 2005-2,
Class B6
|
|
|
5.66
|
|
|
04/25/35
|
|
|
511
|
|
|
|
102,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,024,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America Alternative Loan Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2004-3,
Class 30B4
|
|
|
5.50
|
|
|
04/25/34
|
|
|
971
|
|
|
|
394,152
|
Series 2004-3,
Class 30B5
|
|
|
5.50
|
|
|
04/25/34
|
|
|
681
|
|
|
|
152,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
546,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America Mortgage Securities, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2004-A,
Class B4
|
|
|
4.03
|
|
|
02/25/34
|
|
|
1,603
|
|
|
|
1,307,166
|
Series 2003-10,
Class 1B4
|
|
|
5.50
|
|
|
01/25/34
|
|
|
540
|
|
|
|
430,061
|
Series 2002-10,
Class 1B3
|
|
|
6.00
|
|
|
11/25/32
|
|
|
1,388
|
|
|
|
1,380,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,117,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cendant Mortgage Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2002-4,
Class B1
|
|
|
6.50
|
|
|
07/25/32
|
|
|
2,422
|
|
|
|
2,422,308
|
Series 2002-4,
Class B2
|
|
|
6.50
|
|
|
07/25/32
|
|
|
969
|
|
|
|
968,924
|
Series 2002-4,
Class B3
|
|
|
6.50
|
|
|
07/25/32
|
|
|
565
|
|
|
|
561,627
|
Series 2002-4,
Class B4
|
|
|
6.50
|
|
|
07/25/32
|
|
|
323
|
|
|
|
312,190
|
Series 2002-4,
Class B5
|
|
|
6.50
|
|
|
07/25/32
|
|
|
242
|
|
|
|
237,387
|
Series 2002-4,
Class B6*
|
|
|
6.50
|
|
|
07/25/32
|
|
|
323
|
|
|
|
258,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,760,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE HYPERION BROOKFIELD STRATEGIC
MORTGAGE INCOME FUND, INC.
|
|
|
|
|
|
|
|
Principal
|
|
|
|
Portfolio of Investments
|
|
Interest
|
|
|
|
|
Amount
|
|
|
Value
|
November 30, 2007
|
|
Rate
|
|
|
Maturity
|
|
(000s)
|
|
|
(Note 2)
|
|
|
NON-AGENCY RESIDENTIAL MORTGAGE BACKED SECURITIES
(continued)
|
Countrywide Home Loans
Series 2003-J13,
Class B3
|
|
|
5.22
|
%
|
|
01/25/34
|
|
$
|
355
|
|
|
$
|
264,790
|
Series 2003-J13,
Class B5
|
|
|
5.22
|
|
|
01/25/34
|
|
|
267
|
|
|
|
80,091
|
Series 2007-11,
Class B2
|
|
|
6.00
|
|
|
08/25/37
|
|
|
499
|
|
|
|
374,578
|
Series 2007-17,
Class B1
|
|
|
6.24
|
|
|
10/25/37
|
|
|
573
|
|
|
|
458,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,178,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Horizon Alternative Mortgage Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2005-AA6,
Class B4
|
|
|
5.42
|
|
|
08/25/35
|
|
|
844
|
|
|
|
529,652
|
Series 2005-AA6,
Class B5
|
|
|
5.42
|
|
|
08/25/35
|
|
|
794
|
|
|
|
381,196
|
Series 2005-AA6,
Class B6
|
|
|
5.42
|
|
|
08/25/35
|
|
|
369
|
|
|
|
33,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
944,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Horizon Mortgage Pass-Through Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2005-4,
Class B4*
|
|
|
5.45
|
|
|
07/25/35
|
|
|
411
|
|
|
|
232,559
|
Series 2005-5,
Class B4*
|
|
|
5.46
|
|
|
10/25/35
|
|
|
706
|
|
|
|
385,660
|
Series 2005-5,
Class B5*
|
|
|
5.46
|
|
|
10/25/35
|
|
|
529
|
|
|
|
185,546
|
Series 2005-5,
Class B6*
|
|
|
5.46
|
|
|
10/25/35
|
|
|
531
|
|
|
|
106,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
909,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G3 Mortgage Reinsurance Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 1, Class E* (c)
|
|
|
24.79
|
|
|
05/25/08
|
|
|
4,062
|
|
|
|
4,117,034
|
Harborview Mortgage Loan Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2005-14,
Class B4*
|
|
|
5.70
|
|
|
12/19/35
|
|
|
393
|
|
|
|
254,656
|
Series 2005-1,
Class B4* (a)
|
|
|
6.44
|
|
|
03/19/35
|
|
|
540
|
|
|
|
480,908
|
Series 2005-1,
Class B5* (a)
|
|
|
6.44
|
|
|
03/19/35
|
|
|
784
|
|
|
|
445,650
|
Series 2005-1,
Class B6* (a)
|
|
|
6.44
|
|
|
03/19/35
|
|
|
847
|
|
|
|
127,071
|
Series 2005-9,
Class B11*
|
|
|
6.49
|
|
|
06/20/35
|
|
|
520
|
|
|
|
364,075
|
Series 2005-2,
Class B4* (a)
|
|
|
6.77
|
|
|
05/19/35
|
|
|
1,296
|
|
|
|
859,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,532,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JP Morgan Mortgage Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2003-A1,
Class B4
|
|
|
4.47
|
|
|
10/25/33
|
|
|
531
|
|
|
|
403,763
|
Series 2007-CB18,
Class G*
|
|
|
5.92
|
|
|
06/12/47
|
|
|
600
|
|
|
|
373,410
|
Series 2006-A6,
Class B5
|
|
|
6.01
|
|
|
10/25/36
|
|
|
913
|
|
|
|
351,063
|
Series 2006-A6,
Class B6
|
|
|
6.01
|
|
|
10/25/36
|
|
|
1,143
|
|
|
|
342,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,471,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAAC Series
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2005-SP1,
Class M3
|
|
|
5.51
|
|
|
09/25/34
|
|
|
311
|
|
|
|
233,485
|
Residential Funding Mortgage Securities I, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2004-S1,
Class B2
|
|
|
5.25
|
|
|
02/25/34
|
|
|
437
|
|
|
|
246,034
|
Series 2003-S7,
Class B2
|
|
|
5.50
|
|
|
05/25/33
|
|
|
509
|
|
|
|
178,208
|
Series 2003-S7,
Class B3
|
|
|
5.50
|
|
|
05/25/33
|
|
|
309
|
|
|
|
185,719
|
Series 2006-SA1,
Class B2*
|
|
|
5.67
|
|
|
02/25/36
|
|
|
822
|
|
|
|
385,233
|
Series 2006-SA1,
Class B3*
|
|
|
5.67
|
|
|
02/25/36
|
|
|
685
|
|
|
|
95,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,091,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE HYPERION BROOKFIELD STRATEGIC
MORTGAGE INCOME FUND, INC.
|
|
|
|
|
|
|
|
|
Principal
|
|
|
|
|
Portfolio of Investments
|
|
Interest
|
|
|
|
|
Amount
|
|
|
Value
|
|
November 30, 2007
|
|
Rate
|
|
|
Maturity
|
|
(000s)
|
|
|
(Note 2)
|
|
|
|
|
NON-AGENCY RESIDENTIAL MORTGAGE BACKED SECURITIES
(continued)
|
Resix Finance Limited Credit-Linked Note
Series 2005-C,
Class B7*
|
|
|
7.76
|
%
|
|
09/10/37
|
|
$
|
1,938
|
|
|
$
|
1,598,492
|
|
Series 2004-C,
Class B7*
|
|
|
8.16
|
|
|
09/10/36
|
|
|
953
|
|
|
|
845,672
|
|
Series 2006-C,
Class B9*
|
|
|
8.80
|
|
|
07/15/38
|
|
|
1,496
|
|
|
|
1,264,160
|
|
Series 2004-B,
Class B8*
|
|
|
9.41
|
|
|
02/10/36
|
|
|
770
|
|
|
|
682,516
|
|
Series 2003-CB1,
Class B8*
|
|
|
11.41
|
|
|
06/10/35
|
|
|
920
|
|
|
|
937,300
|
|
Series 2004-B,
Class B9*
|
|
|
12.91
|
|
|
02/10/36
|
|
|
1,179
|
|
|
|
1,156,029
|
|
Series 2004-A,
Class B10*
|
|
|
16.16
|
|
|
02/10/36
|
|
|
471
|
|
|
|
493,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,977,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured Asset Securities Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2005-6,
Class B5
|
|
|
5.34
|
|
|
05/25/35
|
|
|
483
|
|
|
|
283,333
|
|
Series 2005-6,
Class B6
|
|
|
5.34
|
|
|
05/25/35
|
|
|
483
|
|
|
|
221,610
|
|
Series 2005-6,
Class B7
|
|
|
5.34
|
|
|
05/25/35
|
|
|
322
|
|
|
|
32,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
537,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington Mutual Mortgage Securities Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2005-AR2,
Class B9
|
|
|
5.99
|
|
|
01/25/45
|
|
|
618
|
|
|
|
436,533
|
|
Series 2005-AR2,
Class B10* (a)
|
|
|
5.99
|
|
|
01/25/45
|
|
|
1,477
|
|
|
|
1,311,614
|
|
Series 2002-AR12,
Class B4
|
|
|
7.19
|
|
|
10/25/32
|
|
|
169
|
|
|
|
168,022
|
|
Series 2002-AR12,
Class B5
|
|
|
7.19
|
|
|
10/25/32
|
|
|
126
|
|
|
|
124,159
|
|
Series 2002-AR12,
Class B6
|
|
|
7.19
|
|
|
10/25/32
|
|
|
211
|
|
|
|
63,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,103,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Mortgage Backed Securities Trust
Series 2002, Class B5
|
|
|
6.00
|
|
|
06/25/32
|
|
|
341
|
|
|
|
314,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Subordinated Collateralized Mortgage Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $37,760,973)
|
|
|
|
|
|
|
|
|
|
|
|
|
31,859,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Agency Residential Mortgage Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $37,760,973)
|
|
|
|
|
|
|
|
|
|
|
|
|
31,859,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT TERM INVESTMENTS 0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Treasury Bill (cost $99,801)
|
|
|
3.68
|
|
|
12/20/07
|
|
|
100 #
|
|
|
|
99,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 129.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $161,087,076)
|
|
|
|
|
|
|
|
|
|
|
|
|
147,447,652
|
|
Liabilities in Excess of Other Assets (29.8)%
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,815,910
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS 100.0%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
113,631,742
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
@
|
|
|
|
Portion or entire principal amount delivered as collateral for
reverse repurchase agreements. (Note 6)
|
|
|
|
|
Variable Rate Security: Interest rate is the rate in effect as
of November 30, 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.
|
(c)
|
|
|
|
Security valued in good faith pursuant to fair value procedures
adopted by the Board of Directors. As of November 30, 2007,
the total value of all such securities was $5,379,930 or 4.7% of
net assets.
|
(d)
|
|
|
|
Investments in sub-prime security. As of November 30, 2007,
the total value of all such investments was $45,175 or 0.04% of
net assets.
|
#
|
|
|
|
Portion or entire principal amount held as collateral for open
future contracts (Note 8).
|
See notes to financial statements.
10
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Statement of Assets and Liabilities
November 30, 2007
|
|
|
|
Assets:
|
|
|
|
Investments in securities, at market (cost $161,087,076)
(Note 2)
|
|
$
|
147,447,652
|
Cash
|
|
|
1,808,430
|
Cash collateral held for margin requirements on swap contracts
|
|
|
1,670,000
|
Interest receivable
|
|
|
894,248
|
Principal paydowns receivable
|
|
|
2,516,916
|
Receivable for variation margin
|
|
|
6,391
|
Net swap premiums paid
|
|
|
165,625
|
Prepaid expenses
|
|
|
3,242
|
|
|
|
|
Total assets
|
|
|
154,512,504
|
|
|
|
|
Liabilities:
|
|
|
|
Reverse repurchase agreements (Note 6)
|
|
|
30,309,000
|
Interest payable for reverse repurchase agreements (Note 6)
|
|
|
54,972
|
Payable for fund shares repurchased
|
|
|
97,478
|
Unrealized depreciation on swap contracts (Note 8)
|
|
|
10,306,024
|
Investment advisory fee payable (Note 4)
|
|
|
63,123
|
Administration fee payable (Note 4)
|
|
|
20,092
|
Accrued expenses
|
|
|
30,073
|
|
|
|
|
Total liabilities
|
|
|
40,880,762
|
|
|
|
|
Net Assets
(equivalent to $11.21 per share based on
10,134,106 shares issued and outstanding)
|
|
$
|
113,631,742
|
|
|
|
|
Composition of Net
Assets:
|
|
|
|
Capital stock, at par value ($.01, 50,000,000 shares authorized)
(Note 7)
|
|
$
|
101,341
|
Additional paid-in capital (Note 7)
|
|
|
144,052,823
|
Undistributed net investment income
|
|
|
522,177
|
Accumulated net realized loss
|
|
|
(7,134,433)
|
Net unrealized depreciation on investments, swap contracts and
futures
|
|
|
(23,910,166)
|
|
|
|
|
Net assets applicable to capital stock outstanding
|
|
$
|
113,631,742
|
|
|
|
|
See notes to financial statements.
11
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Statement of Operations
For the Year Ended November 30, 2007
|
|
|
|
|
Investment Income
(Note 2):
|
|
|
|
|
Interest
|
|
$
|
12,758,963
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
Investment advisory fee (Note 4)
|
|
|
866,516
|
|
Administration fee (Note 4)
|
|
|
274,620
|
|
Insurance
|
|
|
107,761
|
|
Custodian
|
|
|
80,259
|
|
Directors fees
|
|
|
79,840
|
|
Reports to stockholders
|
|
|
56,466
|
|
Accounting and tax services
|
|
|
50,435
|
|
Legal
|
|
|
40,931
|
|
Transfer agency
|
|
|
25,271
|
|
Registration fees
|
|
|
25,000
|
|
Miscellaneous
|
|
|
25,905
|
|
|
|
|
|
|
Total operating expenses
|
|
|
1,633,004
|
|
Interest expense on reverse repurchase agreements (Note 6)
|
|
|
1,253,471
|
|
|
|
|
|
|
Total expenses
|
|
|
2,886,475
|
|
|
|
|
|
|
Net investment income
|
|
|
9,872,488
|
|
|
|
|
|
|
Realized and Unrealized Gain
(Loss) on Investments (Notes 2 and 8):
|
|
|
|
|
Net realized gain/(loss) on:
|
|
|
|
|
Investment transactions
|
|
|
(106,902
|
)
|
Futures transactions
|
|
|
216,793
|
|
Swap contracts
|
|
|
(3,275,332
|
)
|
|
|
|
|
|
Net realized loss on investment transactions, futures
transactions and swap contracts
|
|
|
(3,165,441
|
)
|
|
|
|
|
|
Net change in unrealized appreciation/depreciation on:
|
|
|
|
|
Investments
|
|
|
(14,938,551
|
)
|
Futures
|
|
|
(22,217
|
)
|
Swap contracts
|
|
|
(10,559,624
|
)
|
|
|
|
|
|
Net change in unrealized appreciation/depreciation on
investments, futures and swap contracts
|
|
|
(25,520,392
|
)
|
|
|
|
|
|
Net realized and unrealized loss on investments, futures and
swap contracts
|
|
|
(28,685,833
|
)
|
|
|
|
|
|
Net decrease in net assets resulting from operations
|
|
$
|
(18,813,345
|
)
|
|
|
|
|
|
See notes to financial statements.
12
|
|
|
|
|
|
|
|
|
|
|
THE HYPERION BROOKFIELD STRATEGIC
MORTGAGE INCOME FUND, INC.
|
|
Statements of Changes in Net Assets
|
|
|
|
For The Year
|
|
|
For The Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
November 30, 2007
|
|
|
November 30, 2006
|
|
|
|
|
Increase (Decrease) in Net
Assets Resulting from Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
9,872,488
|
|
|
$
|
9,323,679
|
|
Net realized gain (loss) on investment transactions, futures
transactions and swap contracts
|
|
|
(3,165,441
|
)
|
|
|
105,517
|
|
Net change in unrealized appreciation/depreciation on
investments, futures and swap contracts
|
|
|
(25,520,392
|
)
|
|
|
2,492,467
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
|
(18,813,345
|
)
|
|
|
11,921,663
|
|
|
|
|
|
|
|
|
|
|
Dividends to Stockholders
(Note 2):
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(10,955,634
|
)
|
|
|
(10,955,522
|
)
|
|
|
|
|
|
|
|
|
|
Capital Stock Transactions
(Note 7):
|
|
|
|
|
|
|
|
|
Net asset value of shares issued through dividend reinvestment
(0 and 104 shares, respectively)
|
|
|
|
|
|
|
1,465
|
|
Cost of shares repurchased (10,000 and 0 shares,
respectively)
|
|
|
(97,478
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) from capital stock transactions
|
|
|
(97,478
|
)
|
|
|
1,465
|
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
(29,866,457
|
)
|
|
|
967,606
|
|
Net Assets:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
143,498,199
|
|
|
|
142,530,593
|
|
|
|
|
|
|
|
|
|
|
End of year (including undistributed net investment income of
$522,177 and $799,245, respectively)
|
|
$
|
113,631,742
|
|
|
$
|
143,498,199
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
13
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Statement of Cash Flows
For the Year Ended November 30, 2007
|
|
|
|
|
Increase (Decrease) in
Cash:
|
|
|
|
|
Cash flows provided by (used for) operating activities:
|
|
|
|
|
Net decrease in net assets resulting from operations
|
|
$
|
(18,813,345
|
)
|
Adjustments to reconcile net decrease in net assets from
operations to net cash provided by operating activities:
|
|
|
|
|
Purchases of long-term portfolio investments
|
|
|
(169,969,205
|
)
|
Proceeds from disposition of long-term portfolio investments,
principal paydowns, net of losses
|
|
|
207,446,914
|
|
Sales of short-term portfolio investments, net
|
|
|
2,003,535
|
|
Increase in net swap premiums paid
|
|
|
(165,625
|
)
|
Decrease in interest receivable
|
|
|
59,326
|
|
Increase in receivable for principal paydowns
|
|
|
(2,465,086
|
)
|
Increase in prepaid expenses
|
|
|
(3,242
|
)
|
Decrease in variation margin receivable
|
|
|
39,031
|
|
Increase in interest payable for reverse repurchase agreements
|
|
|
36
|
|
Decrease in payable for investments purchased
|
|
|
(11,097,560
|
)
|
Decrease in investment advisory fee payable
|
|
|
(13,108
|
)
|
Decrease in administration fee payable
|
|
|
(4,033
|
)
|
Decrease in accrued expenses and other liabilities
|
|
|
(61,105
|
)
|
Net amortization and paydown gain on investments
|
|
|
(1,259,778
|
)
|
Unrealized depreciation on investments
|
|
|
14,938,551
|
|
Unrealized depreciation on swaps
|
|
|
10,559,624
|
|
Net realized loss on investment transactions
|
|
|
106,902
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
31,301,832
|
|
|
|
|
|
|
Cash flows used for financing activities:
|
|
|
|
|
Net cash used for reverse repurchase agreements
|
|
|
(17,451,625
|
)
|
Dividends paid to stockholders, net of reinvestments
|
|
|
(10,955,634
|
)
|
|
|
|
|
|
Net cash used for financing activities
|
|
|
(28,407,259
|
)
|
|
|
|
|
|
Net increase in cash
|
|
|
2,894,573
|
|
Cash at beginning of year
|
|
|
583,857
|
|
|
|
|
|
|
Cash at end of year
|
|
$
|
3,478,430
|
|
|
|
|
|
|
Interest payments for the year ended November 30, 2007,
totaled $1,253,435.
Cash at the beginning of the year includes $27,450 received for
margin requirements on open futures contracts.
Cash at the end of the year includes $1,670,000 received for
margin requirements on swap contracts.
Non-cash financing activity:
Increase in payable for fund shares repurchased
$97,498.
See notes to financial statements.
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE HYPERION BROOKFIELD STRATEGIC
MORTGAGE INCOME FUND, INC.
|
|
Financial Highlights
|
|
|
|
For the Year Ended November 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
Per Share Operating
Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
$
|
14.15
|
|
|
$
|
14.05
|
|
|
$
|
14.56
|
|
|
$
|
14.41
|
|
|
$
|
14.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.97
|
|
|
|
0.92
|
|
|
|
1.16
|
|
|
|
1.20
|
|
|
|
1.22
|
|
Net realized and unrealized gain (loss) on investments, short
sales, futures transactions and swap contracts
|
|
|
(2.83)
|
|
|
|
0.26
|
|
|
|
(0.46)
|
|
|
|
0.25
|
|
|
|
0.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net asset value resulting from
operations
|
|
|
(1.86)
|
|
|
|
1.18
|
|
|
|
0.70
|
|
|
|
1.45
|
|
|
|
1.61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net effect of shares repurchased
|
|
|
0.00*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(1.08)
|
|
|
|
(1.08)
|
|
|
|
(1.21)
|
|
|
|
(1.30)
|
|
|
|
(1.30)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
$
|
11.21
|
|
|
$
|
14.15
|
|
|
$
|
14.05
|
|
|
$
|
14.56
|
|
|
$
|
14.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market price, end of year
|
|
$
|
9.98
|
|
|
$
|
14.08
|
|
|
$
|
12.70
|
|
|
$
|
14.61
|
|
|
$
|
14.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment
Return+
|
|
|
(22.54)%
|
|
|
|
20.36%
|
|
|
|
(5.20)%
|
|
|
|
9.10%
|
|
|
|
17.55%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to Average Net
Assets/Supplementary Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (000s)
|
|
$
|
113,632
|
|
|
$
|
143,498
|
|
|
$
|
142,531
|
|
|
$
|
147,645
|
|
|
$
|
146,180
|
|
Operating expenses
|
|
|
1.23%
|
|
|
|
1.18%
|
|
|
|
1.24%
|
|
|
|
1.25%
|
|
|
|
1.28%
|
|
Interest expense
|
|
|
0.94%
|
|
|
|
1.87%
|
|
|
|
1.45%
|
|
|
|
0.58%
|
|
|
|
0.51%
|
|
Total expenses
|
|
|
2.17%
|
|
|
|
3.05%
|
|
|
|
2.69%
|
|
|
|
1.83%
|
|
|
|
1.79%
|
|
Net expenses
|
|
|
2.17%
|
|
|
|
3.05%
|
|
|
|
2.69%
|
|
|
|
1.83%
|
|
|
|
1.79%
|
|
Net investment income
|
|
|
7.41%
|
|
|
|
6.60%
|
|
|
|
8.05%
|
|
|
|
8.23%
|
|
|
|
8.54%
|
|
Portfolio turnover rate
|
|
|
101%
|
|
|
|
93%
|
|
|
|
46%
|
|
|
|
65%
|
|
|
|
78%
|
|
|
|
+
|
Total investment return is computed based upon the New York
Stock Exchange market price of the Funds shares and
excludes the effect of brokerage commissions. Dividends and
distributions are assumed to be reinvested at the prices
obtained under the Funds dividend reinvestment plan.
|
|
*
|
Rounds to less than $0.01.
|
See notes to financial statements.
15
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Notes to Financial Statements
November 30, 2007
1. The
Fund
The Hyperion Brookfield Strategic Mortgage Income Fund, Inc.
(the Fund), which was incorporated under the laws of
the State of Maryland on May 17, 2002, is registered under
the Investment Company Act of 1940 (the 1940 Act) as
a diversified, closed-end management investment company.
The Funds investment objective is to provide a high level
of current income by investing primarily in mortgage-backed
securities. No assurance can be given that the Funds
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 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 revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
Valuation of Investments: Where market
quotations are readily available, securities held by the Fund
are valued based upon the current bid price, except preferred
stocks, which are valued based upon the closing price.
Securities may be valued by independent pricing services that
have been approved by the Board of Directors. The prices
provided by a pricing service take into account broker dealer
market price quotations for institutional size trading in
similar groups of securities, security quality, maturity, coupon
and other security characteristics as well as any developments
related to the specific securities. The Fund values
mortgage-backed securities (MBS) and other debt
securities for which market quotations are not readily available
at their fair value as determined in good faith, utilizing
procedures approved by the Board of Directors of the Fund, on
the basis of information provided by dealers in such securities.
Some of the general factors which may be considered in
determining fair value include the fundamental analytic data
relating to the investment and an evaluation of the forces which
influence the market in which these securities are purchased and
sold. Determination of fair value involves subjective judgment,
as the actual market value of a particular security can be
established only by negotiations between the parties in a sales
transaction. Debt securities having a remaining maturity of
sixty days or less when purchased and debt securities originally
purchased with maturities in excess of sixty days but which
currently have maturities of sixty days or less are valued at
amortized cost.
The ability of issuers of debt securities held by the Fund to
meet their obligations may be affected by economic developments
in a specific industry or region. The values of MBS can be
significantly affected by changes in interest rates or in the
financial condition of an issuer or market.
Options Written or Purchased: The Fund may
write or purchase options as a method of hedging potential
declines in similar underlying securities. When the Fund writes
or purchases an option, an amount equal to the premium received
or paid by the Fund is recorded as a liability or an asset and
is subsequently adjusted to the current market value of the
option written or purchased. Premiums received or paid from
writing or purchasing options which expire unexercised are
treated by the Fund on the expiration date as realized gains or
losses. The difference between the premium and the amount paid
or received on effecting a closing purchase or sale transaction,
including brokerage commissions, also is treated as a realized
gain or loss. If an option is exercised, the premium paid or
received is added to the proceeds from the sale or cost of the
purchase in determining whether the Fund has realized a gain or
a loss on the investment transaction.
The Fund, as writer of an option, may have no control over
whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an
unfavorable change in the price of the security underlying the
written option.
The Fund purchases or writes options to hedge against adverse
market movements or fluctuations in value caused by changes in
interest rates. The Fund bears the risk in purchasing an option,
to the extent of the premium paid, that it will expire without
being exercised. If this occurs, the option expires worthless
and the premium paid for the option is recognized as a realized
loss. The risk associated with writing call options is that the
Fund may forego the opportunity for a profit if the market value
of the underlying position increases and the option is
exercised. The Fund will only write call options on positions
held in its portfolio. The risk in writing a put option is that
the Fund may incur a loss if the market value of the underlying
position decreases and the option is exercised. In addition, the
Fund bears the risk of not being able to enter into a closing
transaction for written options as a result of an illiquid
market.
16
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Notes to Financial Statements
November 30, 2007
Short Sales: The Fund may make short sales of
securities as a method of hedging potential declines in similar
securities owned. The Fund may have to pay a fee to borrow the
particular securities and may be obligated to pay to the lender
an amount equal to any payments received on such borrowed
securities. A gain, limited to the amount at which the Fund sold
the security short, or a loss, unlimited as to dollar amount,
will be realized upon the termination of a short sale if the
market price is less or greater than the proceeds originally
received.
Financial Futures Contracts: A futures
contract is an agreement between two parties to buy and sell a
financial instrument for a set price on a future date. Initial
margin deposits are made upon entering into futures contracts
and can be either cash or securities. During the period the
futures contract is open, changes in the value of the contract
are recognized as unrealized gains or losses by
marking-to-market on a daily basis to reflect the
market value of the contract at the end of each days
trading. Variation margin payments are made or received,
depending upon whether unrealized gains or losses are incurred.
When the contract is closed, the Fund records a realized gain or
loss equal to the difference between the proceeds from (or cost
of) the closing transaction and the Funds basis in the
contract.
The Fund invests in financial futures contracts to hedge against
fluctuations in the value of portfolio securities caused by
changes in prevailing market interest rates. Should interest
rates move unexpectedly, the Fund may not achieve the
anticipated benefits of the financial futures contracts and may
realize a loss. The use of futures transactions involves the
risk of imperfect correlation in movements in the price of
futures contracts, interest rates and the underlying hedged
assets. The Fund is at risk that it may not be able to close out
a transaction because of an illiquid market.
Swap agreements: The Fund may enter into swap
agreements to manage its exposure to various risks. An interest
rate swap agreement involves the exchange by the Fund with
another party of their respective commitments to pay or receive
interest, e.g., an exchange of floating rate payments for fixed
rate payments with respect to a notional amount of principal. A
total rate of return swap agreement is a derivative contract in
which one party (the receiver) receives the total return of a
specific index on a notional amount of principal from a second
party (the seller) in return for paying a funding cost, which is
usually quoted in relation to the London Inter-Bank Offer Rate
(LIBOR). During the life of the agreement, there are
periodic exchanges of cash flows in which the index receiver
pays the LIBOR based interest on the notional principal amount
and receives (or pays if the total return is negative or spreads
widen) the index total return on the notional principal amount.
A credit default swap is an agreement between a protection buyer
and a protection seller whereby the buyer agrees to periodically
pay the seller a premium, generally expressed in terms of
interest on a notional principal amount, over a specified period
in exchange for receiving compensation from the seller when an
underlying reference debt obligation or index of reference debt
obligations is subject to one or more specified adverse credit
events (such as bankruptcy, failure to pay, acceleration of
indebtedness, restructuring, or repudiation/moratorium). The
Fund will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two
payments. Swaps are marked to market based upon quotations from
market makers and the change, if any, along with an accrual for
periodic payments due or owed is recorded as unrealized gain or
loss in the Statement of Operations. Net payments on swap
agreements are included as part of realized gain/loss in the
Statement of Operations. Payments paid or received upon the
opening of a swap agreement are included in Swap premiums paid
or received in the Statement of Assets and Liabilities. These
upfront payments are recorded as realized gain or loss in the
Statement of Operations upon the termination or maturity of the
swap. Entering into these agreements involves, to varying
degrees, elements of credit and market risk in excess of the
amounts recognized in the Statement of Assets and Liabilities.
Such risks include the possibility that there will be no liquid
market for these agreements, that the counterparty to the
agreements may default on its obligation to perform, that there
may be unfavorable changes in the fluctuation of interest rates
or the occurrence of adverse credit events on reference debt
obligations. See Note 8 for a summary of all open swap
agreements as of November 30, 2007.
When-Issued Purchases and Forward
Commitments: The Fund may purchase securities on
a when-issued basis and may purchase or sell
securities on a forward commitment basis in order to
hedge against anticipated changes in interest rates and prices
and secure a favorable rate of return. When such transactions
are negotiated, the price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery
and payment for the securities take place at a later date, which
can be a month or more after the date of the transaction. At the
time the Fund makes the commitment to purchase securities on a
when-issued or forward commitment basis it will record the
transaction and thereafter reflect the value of such securities
in determining its net asset value. At the time the Fund enters
into a transaction on a when-issued or forward commitment basis,
Hyperion Brookfield Asset Management, Inc. (the
Advisor) will identify collateral consisting of cash
or liquid securities equal to the value of the when-issued or
forward commitment securities and will monitor the adequacy of
such collateral on a daily basis. On the
17
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Notes to Financial Statements
November 30, 2007
delivery date, the Fund will meet its obligations from
securities that are then maturing or sales of the securities
identified as collateral by the Advisor
and/or from
then available cash flow. When-issued securities and forward
commitments may be sold prior to the settlement date. If the
Fund disposes of the right to acquire a when-issued security
prior to its acquisition or disposes of its right to deliver or
receive against a forward commitment, it can incur a gain or
loss due to market fluctuation. There is always a risk that the
securities may not be delivered and that the Fund may incur a
loss. Settlements in the ordinary course are not treated by the
Fund as when-issued or forward commitment transactions and,
accordingly, are not subject to the foregoing limitations even
though some of the risks described above may be present in such
transactions.
Securities 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,
using the effective yield to maturity method.
Taxes: It is the Funds intention to
continue to meet the requirements of the Internal Revenue Code
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.
Dividends and 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.
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 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
shareholders. These activities are reported in the Statement 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.
Accounting practices that do not affect reporting activities on
a cash basis include carrying investments at value and accreting
discounts and amortizing premiums on debt obligations.
Repurchase Agreements: The Fund, through its
custodian, receives delivery of the underlying collateral, the
market value of which at the time of purchase is required to be
in an amount at least equal to the resale price, including
accrued interest. The Advisor is responsible for determining
that the value of these underlying securities is sufficient at
all times. If the seller defaults and the value of the
collateral declines or if bankruptcy proceedings commence with
respect to the seller of the security, realization of the
collateral by the Fund may be delayed or limited.
3. Risks
of Investing in Asset-Backed Securities
The value of asset-backed securities may be affected by, among
other factors, changes in: interest rates, the markets
assessment of the quality of underlying assets, the
creditworthiness of the servicer for the underlying assets,
information concerning the originator of the underlying assets,
or the creditworthiness or rating of the entities that provide
any supporting letters of credit, surety bonds, derivative
instruments, or other credit enhancement. The value of
asset-backed securities also will be affected by the exhaustion,
termination or expiration of any credit enhancement.
4. Investment
Advisory Agreements and Affiliated Transactions
The Fund has entered into an Investment Advisory Agreement with
the Advisor under which the Advisor is responsible for the
management of the Funds portfolio and provides the
necessary personnel, facilities, equipment and certain other
services necessary to the operations of the Fund. For such
services, the Fund pays a monthly fee at an annual rate of 0.65%
of the Funds average weekly net assets. During the year
ended November 30, 2007, the Advisor earned $866,516 in
investment advisory fees.
The Fund has entered into an Administration Agreement with
Hyperion Brookfield Asset Management, Inc. (the
Administrator). The Administrator entered into a
sub-administration agreement with State Street Bank and
Trust Company (the Sub-
18
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Notes to Financial Statements
November 30, 2007
Administrator). The Administrator 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 pays to the Administrator a monthly fee
at an annual rate of 0.20% of the Funds average weekly net
assets. During the year ended November 30, 2007 the
Administrator earned $274,620 in administration fees. The
Administrator is responsible for any fees due the
Sub-Administrator, except for NQ filing fees.
Certain officers
and/or
directors of the Fund are officers
and/or
directors of the Advisor and/or Administrator.
Effective as of July 13, 2007, Michelle Russell-Dowe has
become the portfolio manager of the Fund. Ms. Russell-Dowe
is a Managing Director of the Advisor and a Senior Portfolio
Manager with over 14 years of industry experience. She
joined the Advisor in 1999, and as head of the residential
mortgage-backed securities (RMBS) and asset-backed
securities (ABS) investment team,
Ms. Russell-Dowe is responsible for the Advisors RMBS
and ABS exposures and the establishment of RMBS and ABS
portfolio objectives and strategies.
5. Purchases
and Sales of Investments
Purchases and sales of investments, excluding short-term
securities, U.S. Government securities and reverse
repurchase agreements, for the year ended November 30,
2007, were $12,333,334 and $23,299,812, respectively. Purchases
and sales of U.S. Government securities, for the year ended
November 30, 2007, were $157,635,136 and $184,491,861,
respectively. For purposes of this footnote,
U.S. Government securities may include securities issued by
the U.S. Treasury, Federal Home Loan Mortgage Corporation,
and the Federal National Mortgage Association.
6. Borrowings
The Fund may enter into reverse repurchase agreements with the
same parties with whom it may enter into repurchase agreements.
Under a reverse repurchase agreement, the Fund sells securities
and agrees to repurchase them at a mutually agreed upon date and
price. Under the 1940 Act, reverse repurchase agreements will be
regarded as a form of borrowing by the Fund unless, at the time
it enters into a reverse repurchase agreement, it establishes
and maintains a segregated account with its custodian containing
securities from its portfolio having a value not less than the
repurchase price (including accrued interest). The Fund has
established and maintained such an account for each of its
reverse repurchase agreements.
Reverse repurchase agreements involve the risk that the market
value of the securities retained in lieu of sale by the Fund may
decline below the price of the securities the Fund has sold but
is obligated to repurchase. In the event the buyer of securities
under a reverse repurchase agreement files for bankruptcy or
becomes insolvent, such buyer or its trustee or receiver may
receive an extension of time to determine whether to enforce the
Funds obligation to repurchase the securities, and the
Funds use of the proceeds of the reverse repurchase
agreement may effectively be restricted pending such decision.
At November 30, 2007, the Fund had the following reverse
repurchase agreements outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
|
|
Face Value
|
|
|
Description
|
|
Amount
|
|
|
$
|
14,645,000
|
|
|
Merrill Lynch 4.00%, dated 11/15/07, maturity date 12/06/07
|
|
$
|
14,679,172
|
|
|
3,090,000
|
|
|
Merrill Lynch 3.95%, dated 11/15/07, maturity date 12/06/07
|
|
|
3,097,120
|
|
|
5,905,000
|
|
|
Bear Stearns 4.70%, dated 11/13/07, maturity date 12/17/07
|
|
|
5,931,212
|
|
|
2,679,000
|
|
|
Lehman Brothers 5.00%, dated 11/20/07, maturity date 12/18/07
|
|
|
2,689,418
|
|
|
2,026,000
|
|
|
Lehman Brothers 5.00%, dated 11/21/07, maturity date 12/21/07
|
|
|
2,034,442
|
|
|
1,964,000
|
|
|
Lehman Brothers 5.00%, dated 11/21/07, maturity date 12/21/07
|
|
|
1,972,183
|
|
|
|
|
|
|
|
|
|
|
$
|
30,309,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Amount, Including Interest Payable
|
|
$
|
30,403,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Value of Assets Sold Under Agreements
|
|
$
|
31,239,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Interest Rate
|
|
|
4.35
|
%
|
|
|
|
|
|
|
|
|
|
19
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Notes to Financial Statements
November 30, 2007
The average daily balance of reverse repurchase agreements
outstanding during the year ended November 30, 2007, was
approximately $26,795,869 at a weighted average interest rate of
4.68%. The maximum amount of reverse repurchase agreements
outstanding at any time during the period was $47,989,470 as of
December 11, 2006, which was 28.14% of total assets.
7. Capital
Stock
There are 50 million shares of $0.01 par value common
stock authorized. Of the 10,134,106 shares outstanding at
November 30, 2007, the Advisor owned 7,018 shares.
The Fund is continuing its stock repurchase program, whereby an
amount of up to 15% of the original outstanding common stock, or
approximately 1.5 million of the Funds shares, are
authorized for repurchase. The purchase price may not exceed the
then-current net asset value.
For the year ended November 30, 2006, no shares were
repurchased. For the year ended November 30, 2007, 10,000
shares have been repurchased at a cost of $97,478 and at an
average discount of 16.11% from its net asset value. All shares
repurchased have been retired.
8. Financial
Instruments
The Fund regularly trades in financial instruments with
off-balance sheet risk in the normal course of its investing
activities to assist in managing exposure to various market
risks. These financial instruments include written options,
futures contracts and swap agreements and may involve, to a
varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes. The notional or
contractual amounts of these instruments represent the
investment the Fund has in particular classes of financial
instruments and does not necessarily represent the amounts
potentially subject to risk. The measurement of the risks
associated with these instruments is meaningful only when all
related and offsetting transactions are considered. During the
year, the Fund had segregated sufficient cash
and/or
securities to cover any commitments under these contracts.
There was no written option activity for the year ended
November 30, 2007.
As of November 30, 2007, the following swap agreements were
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration
|
|
|
|
Net Unrealized
|
|
Notional Amount
|
|
|
Date
|
|
Description
|
|
Appreciation/(Depreciation)
|
|
|
|
$ 1,500,000
|
|
|
11/07/09
|
|
Agreement with JP Morgan, dated 11/5/07 to pay semi-annually the
notional amount multiplied by 4.40% and to receive quarterly the
notional amount multiplied by the 3 month USD-LIBOR-BBA.
|
|
$
|
(12,037
|
)
|
|
2,000,000
|
|
|
11/08/09
|
|
Agreement with JP Morgan, dated 11/6/07 to pay semi-annually the
notional amount multiplied by 4.45% and to receive quarterly the
notional amount multiplied by the 3 month USD-LIBOR-BBA.
|
|
|
(17,903
|
)
|
|
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 the 3 month
USD-LIBOR-BBA.
|
|
|
492,813
|
|
|
5,000,000
|
|
|
08/12/41
|
|
Agreement with Greenwich Capital, dated 12/06/06 to receive
monthly the notional amount multiplied by 0.75% and to pay only
in the event of a writedown or failure to pay a principal
payment or an interest shortfall on MSC 2006-T23 H.
|
|
|
(2,284,814
|
)
|
|
5,000,000
|
|
|
10/12/41
|
|
Agreement with Greenwich Capital, dated 12/06/06 to receive
monthly the notional amount multiplied by 0.75% and to pay only
in the event of a writedown or failure to pay a principal
payment on or an interest shortfall on BSCMS 2006-T24 H.
|
|
|
(1,835,267
|
)
|
20
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Notes to Financial Statements
November 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration
|
|
|
|
Net Unrealized
|
|
Notional Amount
|
|
|
Date
|
|
Description
|
|
Appreciation/(Depreciation)
|
|
|
|
$ 5,000,000
|
|
|
02/11/44
|
|
Agreement with Bear Stearns, dated 06/01/07 to receive monthly
the notional amount multiplied by 2.35% and to pay only in the
event of a writedown or failure to pay a principal payment or an
interest shortfall on BSCMS 2007-PW15 H.
|
|
$
|
(1,889,002
|
)
|
|
1,250,000
|
|
|
07/25/45
|
|
Agreement with Royal Bank of Scotland, dated 06/27/07 to pay
monthly the notional amount multiplied by 1.54% and to receive
only in the event of a writedown or failure to pay a principal
payment or an interest shortfall on ABX HE BBB
06-1.
|
|
|
671,897
|
|
|
5,000,000
|
|
|
10/15/48
|
|
Agreement with Bear Stearns, dated 12/01/06 to receive monthly
the notional amount multiplied by 0.75% and to pay only in the
event of a writedown or failure to pay a principal payment on or
an interest shortfall on WBCMT 2006-C28 J.
|
|
|
(2,068,721
|
)
|
|
5,000,000
|
|
|
01/15/49
|
|
Agreement with Bear Stearns, dated 06/01/07 to receive monthly
the notional amount multiplied by 2.45% and to pay only in the
event of a writedown or failure to pay a principal payment or an
interest shortfall on CSMC 2007-C2 K.
|
|
|
(1,501,889
|
)
|
|
5,000,000
|
|
|
11/12/49
|
|
Agreement with Bear Stearns, dated 06/01/07 to receive monthly
the notional amount multiplied by 2.35% and to pay only in the
event of a writedown or failure to pay a principal payment or an
interest shortfall on MSC 2007-T25 H.
|
|
|
(1,861,101
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(10,306,024
|
)
|
|
|
|
|
|
|
|
|
|
|
|
As of November 30, 2007, the following futures contracts
were outstanding:
Long:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value at
|
|
|
|
|
Notional
|
|
|
|
|
Expiration
|
|
|
Cost at
|
|
|
November 30,
|
|
|
Unrealized
|
|
Amount
|
|
|
Type
|
|
Date
|
|
|
Trade Date
|
|
|
2007
|
|
|
Appreciation
|
|
|
$
|
9,900,000
|
|
|
5 Yr. U.S. Treasury Note
|
|
|
March 2008
|
|
|
$
|
10,844,336
|
|
|
$
|
10,900,828
|
|
|
$
|
56,492
|
|
Short:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value at
|
|
|
|
|
Notional
|
|
|
|
|
Expiration
|
|
|
Cost at
|
|
|
November 30,
|
|
|
Unrealized
|
|
Amount
|
|
|
Type
|
|
Date
|
|
|
Trade Date
|
|
|
2007
|
|
|
Depreciation
|
|
|
$
|
2,800,000
|
|
|
10 Yr. U.S. Treasury Note
|
|
|
March 2008
|
|
|
$
|
3,148,478
|
|
|
$
|
3,169,688
|
|
|
$
|
(21,210
|
)
|
9. Federal
Income Tax Information
Income and capital gain distributions are determined in
accordance with federal income tax regulations, which may differ
from accounting principles generally accepted in the United
States of America.
During the year ended November 30, 2007, the tax character
of the $10,955,634 of distributions paid was entirely from
ordinary income. During the year ended November 30, 2006,
the tax character of the $10,955,522 of distributions paid was
also entirely from ordinary income.
21
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Notes to Financial Statements
November 30, 2007
At November 30, 2007, the components of net assets
(excluding
paid-in-capital)
on a tax basis were as follows:
|
|
|
|
|
Undistributed ordinary income
|
|
$
|
529,327
|
|
Capital loss carryforward
|
|
|
(4,018,424
|
)
|
Post October capital loss deferrals
|
|
|
(3,080,727
|
)
|
|
|
|
|
|
Book basis unrealized depreciation
|
|
|
(23,910,166
|
)
|
Plus: Cumulative timing differences
|
|
|
(42,432
|
)
|
|
|
|
|
|
Net unrealized depreciation on investments and swap contracts
|
|
|
(23,952,598
|
)
|
|
|
|
|
|
Total tax basis net accumulated losses
|
|
$
|
(30,522,422
|
)
|
|
|
|
|
|
The difference between undistributed ordinary income on a tax
basis and book undistributed net investment income is due to the
differing treatment of swap interest income (expense) for tax
purposes. The differences between the tax basis capital loss
carryforward and book accumulated net realized loss is due to
the mark to market of futures, differing book/tax treatment of
swap interest income (expense) and the deferral of post-October
realized losses for tax purposes. The differences between book
and tax basis unrealized appreciation/(depreciation) is
primarily attributable to the mark-to-market of futures and
differing treatment of swap interest income (expense) for tax
purposes.
Capital Account Reclassification: At
November 30, 2007, the Funds undistributed net investment
income was increased by $806,078 with an offsetting increase in
accumulated net realized loss. These adjustments were primarily
the result of permanent book/tax differences related to current
period paydown reclassifications and swap interest income
(expense) reclassifications.
Federal Income Tax Basis: The federal income
tax basis of the Funds investments at November 30,
2007 was $161,087,076. Net unrealized depreciation was
$13,639,424 (gross unrealized appreciation
$1,888,750; gross unrealized depreciation
$15,528,174). At November 30, 2007, the Fund had a capital
loss carryforward of $4,018,424, of which $1,070,268 expires in
2011, $1,251,786 expires in 2013, $767,748 expires in 2014 and
$928,622 expires in 2015, available to offset any future gains,
to the extent provided by regulations.
10. Subsequent
Events
Dividend: The Funds Board of Directors
declared the following regular monthly dividends:
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
|
|
Payable
|
|
Per Share
|
|
|
Record Date
|
|
Date
|
|
|
$
|
0.090
|
|
|
12/18/07
|
|
|
12/27/07
|
|
$
|
0.090
|
|
|
12/24/07
|
|
|
01/28/08
|
|
11. Contractual
Obligations
The Fund enters into contracts that contain a variety of
indemnification. The Funds maximum exposure under these
arrangements is unknown. However, the Fund has not had prior
claims or losses pursuant to these contracts and expects the
risk of loss to be remote.
12. New
Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board
(FASB) issued FASB interpretation 48
(FIN 48), Accounting for Uncertainty in
Income Taxes. FIN 48 provides guidance for how
uncertain tax positions should be recognized, measured,
presented and disclosed in the financial statements. FIN 48
requires the evaluation of tax positions taken in the course of
preparing the Funds tax returns to determine whether the
tax positions are more-likely-than-not of being
sustained by the taxing authority. 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 deferred tax asset;
an increase in deferred tax liability; or a combination thereof.
Adoption of FIN 48 is required for fiscal years
22
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Notes to Financial Statements
November 30, 2007
beginning after December 15, 2006. As of November 30,
2007, the Fund has not completed its evaluation of the impact,
if any, that will result from adopting FIN 48.
In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement on Financial Accounting Standards (SFAS)
No. 157, Fair Value Measurements. This standard
establishes a single authoritative definition of fair value,
sets out a framework for measuring fair value and requires
additional disclosures about fair value measurements. SFAS
no. 157 applies to fair value measurements already required
or permitted by existing standards. SFAS no. 157 is
effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods
within those fiscal years. The changes to current accounting
principles generally accepted in the United States of America
from the application of this Statement relate to the definition
of fair value, the methods used to measure fair value, and the
expanded disclosures about fair value measurements. As of
November 30, 2007, the Fund has not completed it evaluation
of the impact of the adoption of SFAS No. 157 and the
impact on the amounts reported in the financial statements.
23
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Stockholders and Board of Directors of
The Hyperion Brookfield Strategic Mortgage Income Fund,
Inc.
We have audited the accompanying statement of assets and
liabilities, including the portfolio of investments, of The
Hyperion Brookfield Strategic Mortgage Income Fund, Inc. as of
November 30, 2007, and the related statements of operations
and cash flows for the year then ended, the statements of
changes in net assets for each of the years in the two-year
period then ended and the financial highlights for each of the
years in the three-year period then ended. These financial
statements and financial highlights are the responsibility of
the Funds management. Our responsibility is to express an
opinion on these financial statements and financial highlights
based on our audits. The financial highlights for each of the
years in the two-year period ended November 30, 2004, have
been audited by other auditors, whose report dated
January 26, 2005 expressed an unqualified opinion on such
financial highlights.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of
November 30, 2007, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of The Hyperion Brookfield
Strategic Mortgage Income Fund, Inc. as of November 30,
2007, the results of its operations and its cash flows for the
year then ended, the changes in its net assets for each of the
years in the two-year period then ended and its financial
highlights for each of the years in the three-year period then
ended, in conformity with accounting principles generally
accepted in the United States of America.
Briggs, Bunting & Dougherty, LLP
Philadelphia, Pennsylvania
January 24, 2008
24
TAX
INFORMATION (Unaudited)
The Fund is required by subchapter M of the Internal Revenue
Code of 1986, as amended, to advise you within 60 days of
the Funds fiscal year end (November 30, 2007) as
to the federal tax status of distributions received by
stockholders during such fiscal year. Accordingly, we are
advising you that all distributions paid during the fiscal year
were derived from net investment income and are taxable as
ordinary income. In addition, 8.75% of the Funds
distributions during the fiscal year ended November 30,
2007 were earned from U.S. Treasury obligations. None of
the Funds distributions qualify for the dividends received
deduction available to corporate stockholders.
Because the Funds fiscal year is not the calendar year,
another notification will be sent with respect to calendar 2007.
The second notification, which will reflect the amount to be
used by calendar year taxpayers on their federal, state and
local income tax returns, will be made in conjunction with
Form 1099-DIV
and will be mailed in January 2008. Stockholders are advised to
consult their own tax advisors with respect to the tax
consequences of their investment in the Fund.
25
COMPLIANCE
CERTIFICATIONS (Unaudited)
On April 27, 2007, the Fund submitted a CEO annual
certification to the New York Stock Exchange (NYSE)
on which the Funds principal executive officer certified
that he was not aware, as of that date, of any violation by the
Fund of the NYSEs Corporate Governance listing standards.
In addition, as required by Section 302 of the Sarbanes-Oxley
Act of 2002 and related SEC rules, the Funds 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 Funds
disclosure controls and procedures and internal control over
financial reporting, as applicable.
26
THE HYPERION
BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Information Concerning Directors and Officers (Unaudited)
The following tables provide information concerning the
directors and officers of The Hyperion Brookfield Strategic
Mortgage Fund, Inc. (the Fund).
|
|
|
|
|
|
|
|
|
|
|
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 and
|
|
Complex Overseen
|
and Age
|
|
Time Served
|
|
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 the 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 of Apex Silver Corp. (SIL)
(2007-Present); General Partner of Resource Capital II
& III CIP L.P. (1998-2006); Co-founder of Baringo Capital
LLC (2002-Present); Director of Jackson Hewitt Tax Services Inc.
(JTX) (2004-Present); Director of Animal Medical
Center (2002-Present); Director and/or Lead Director of Parsons
Brinckerhoff, Inc. (1995-2008); Trustee and Chairman of
Excelsior Funds (1994-2008). Trustee of Columbia Atlantic Funds
(2007-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 the Nominating and Compensation Committee, Member of the Executive Committee
Elected for Three Year Term
|
|
Director and/or Trustee of several investment companies advised
by the Advisor or by its affiliates (1998-Present); President
and Director 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 the Nominating and Compensation Committee
Elected for Three Year Term
|
|
Director and/or Trustee 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).
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4
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27
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Information Concerning Directors and Officers (Unaudited)
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Position(s) Held with
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Number of
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Fund and Term of
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Portfolios in Fund
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Name, Address
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Office and Length of
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Principal Occupation(s) During
Past 5 Years and
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Complex Overseen
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and Age
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Time Served
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Other Directorships Held by Director
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by Director
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Interested Director
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Class III Director to
serve until 2008 Annual Meeting of Stockholders:
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Clifford E. Lai* c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010
Age 54
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Director since December 2003, Member of the Executive Committee
Elected for Three Year Term
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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).
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4
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Disinterested
Director
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Class III Director to
serve until 2008 Annual Meeting of Stockholders:
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Louis P. Salvatore c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010
Age 61
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Director since September 2005, Chairman of the Audit Committee, Member of the Nominating and Compensation Committee
Elected for Two Year Term
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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).
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4
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*
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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.
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28
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Information Concerning Directors and Officers (Unaudited)
Officers
of the Fund
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Position(s)
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Term of Office and
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Principal Occupation(s)
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Name, Address and Age
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Held with Fund
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Length of Time Served
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During Past
5 Years
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Clifford E. Lai* c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010
Age 54
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President
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Elected Annually Since June 2002
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Please see Information Concerning Directors.
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John. J. Feeney, Jr.* c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010
Age 48
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Vice President
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Elected Annually Since July 2007**
|
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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. (2005-2007).
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Thomas F. Doodian* c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010
Age 48
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Treasurer
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Elected Annually Since June 2002
|
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Managing Director of Brookfield Operations and Management
Services, LLC (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).
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Jonathan C. Tyras* c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010
Age 39
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Secretary
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Elected Annually Since November 2006
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Director, General Counsel and Secretary (October 2006-Present)
of the Advisor; Vice President, General Counsel and Assistant
Secretary of Crystal River Capital, Inc. (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).
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Josielyne K. Pacifico* c/o Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281-1010
Age 35
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Chief Compliance Officer (CCO)
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Elected Annually Since August 2006
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Director and CCO (September 2006-Present), Assistant General
Counsel (July 2006-Present), Compliance Officer (July
2005-August 2006) of the Advisor; CCO of several investment
companies advised by the Advisor (November 2006-Present);
Assistant Secretary of Crystal River Capital, Inc. (April
2007-Present); Compliance Manager of Marsh & McLennan
Companies (2004-2005); Staff Attorney at the United States
Securities and Exchange Commission (2001-2004).
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*
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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.
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**
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John H. Dolan served as the Vice
President of the Fund until July 2007.
|
29
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
Information Concerning Directors and Officers (Unaudited)
The Funds Statement of Additional Information includes
additional information about the directors and is available,
without charge, upon request by calling
1-800-497-3746
30
DIVIDEND
REINVESTMENT PLAN
A Dividend Reinvestment Plan (the Plan) is available
to stockholders of the Fund pursuant to which they may elect to
have all distributions of dividends and capital gains
automatically reinvested by American Stock Transfer &
Trust Company (the Plan Agent) in additional
Fund shares. Stockholders who do not participate in the
Plan will receive all distributions in cash paid by check mailed
directly to the stockholder of record (or if the shares are held
in street or other nominee name, then to the nominee) by the
Funds Custodian, as Dividend Disbursing Agent.
The Plan Agent serves as agent for the stockholders in
administering the Plan. After the Fund declares a dividend or
determines to make a capital gain distribution, payable in cash,
if (1) the market price is lower than net asset value, the
participants in the Plan will receive the equivalent in Fund
shares valued at the market price determined as of the time of
purchase (generally, the payment date of the dividend or
distribution); or if (2) the market price of the shares on
the payment date of the dividend or distribution is equal to or
exceeds their net asset value, participants will be issued Fund
shares at the higher of net asset value or 95% of the market
price. This discount reflects savings in underwriting and other
costs that the Fund otherwise will be required to incur to raise
additional capital. If net asset value exceeds the market price
of the Fund shares on the payment date or the Fund declares a
dividend or other distribution payable only in cash (i.e., if
the Board of Directors precludes reinvestment in Fund shares for
that purpose), the Plan Agent will, as agent for the
participants, receive the cash payment and use it to buy Fund
shares in the open market, on the New York Stock Exchange or
elsewhere, for the participants accounts. If, before the
Plan Agent has completed its purchases, the market price exceeds
the net asset value of the Funds shares, the average per
share purchase price paid by the Plan Agent may exceed the net
asset value of the Funds shares, resulting in the
acquisition of fewer shares than if the dividend or distribution
had been paid in shares issued by the Fund. The Fund will not
issue shares under the Plan below net asset value.
Participants in the Plan may withdraw from the Plan upon written
notice to the Plan Agent. When a participant withdraws from the
Plan or upon termination of the Plan by the Fund, certificates
for whole shares credited to his or her account under the Plan
will be issued and a cash payment will be made for any fraction
of a share credited to such account.
There is no charge to participants for reinvesting dividends or
capital gain distributions, except for certain brokerage
commissions, as described below. The Plan Agents fees for
handling the reinvestment of dividends and distributions are
paid by the Fund. There are no brokerage commissions charged
with respect to shares issued directly by the Fund. However,
each participant will pay a pro rata share of brokerage
commissions incurred with respect to the Plan Agents open
market purchases in connection with the reinvestment of
dividends and distributions.
The automatic reinvestment of dividends and distributions will
not relieve participants of any federal income tax that may be
payable on such dividends or distributions.
A brochure describing the Plan is available from the Plan Agent,
by calling
1-212-936-5100.
If you wish to participate in the Plan and your shares are held
in your name, you may simply complete and mail the enrollment
form in the brochure. If your shares are held in the name of
your brokerage firm, bank or other nominee, you should ask them
whether or how you can participate in the Plan. Stockholders
whose shares are held in the name of a brokerage firm, bank or
other nominee and are participating in the Plan may not be able
to continue participating in the Plan if they transfer their
shares to a different brokerage firm, bank or other nominee,
since such stockholders may participate only if permitted by the
brokerage firm, bank or other nominee to which their shares are
transferred.
31
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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
|
Notice is hereby given in accordance with Section 23(c) of
the Investment Company Act of 1940 that periodically the Fund
may purchase its shares in the open market at prevailing market
prices.
Quarterly Portfolio Schedule: The Fund will
file
Form N-Q
with the Securities and Exchange Commission for the first and
third quarters of each fiscal year. The Funds
Forms N-Q
will be available on the Securities and Exchange
Commissions website at http://www.sec.gov. The Funds
Forms N-Q
may be reviewed and copied at the Securities and Exchange
Commissions Public Reference Room in Washington, D.C.
and information on the operation of the Public Reference Room
may be obtained by calling
1 (800) SEC-0330.
Once filed, the most recent
Form N-Q
will be available without charge, upon request, by calling
1 (800) HYPERION or on the Funds website at
http://www.hyperionbrookfield.com.
Proxy
Voting Policies and Procedures
A description of the policies and procedures that the Fund uses
to determine how to vote proxies relating to portfolio
securities is available without charge, upon request, by calling
1 (800) 497-3746
and on the Securities and Exchange Commissions website at
http://www.sec.gov.
Proxy
Voting Record
The Fund has filed with the Securities and Exchange Commission
its proxy voting record for the
12-month
period ending June 30 on Form
N-PX. Once
filed, the most recent Form
N-PX will be
available without charge, upon request, by calling
1 (800) 497-3746
or on the Securities and Exchange Commissions website at
http://www.sec.gov.
Officers
& Directors
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 Hyperion Brookfield
Strategic
Mortgage Income Fund, Inc.
Three World Financial
Center
200 Vesey Street, 10th Floor
New York, NY 10281-1010
Item 2. Code of Ethics.
As of the end of the period covered by this report, the Registrant had adopted a Code of
Ethics for Principal Executive and Principal Financial Officers (the Code). There were no
amendments to or waivers from the Code during the period covered by this report. A copy of the
Registrants Code will be provided upon request to any person without charge by contacting
Josielyne Pacifico at 1-800-HYPERION or by writing to Ms. Pacifico at Three World Financial Center,
200 Vesey Street, 10th Floor, New York, NY 10281-1010.
Item 3. Audit Committee Financial Expert.
The Registrants Board of Directors has determined that two members serving on the
Registrants audit committee are audit committee financial experts. Their names are Rodman L.
Drake and Louis P. Salvatore. Mr. Drake and Mr. Salvatore are each independent.
Item 4. Principal Accountant Fees and Services.
Audit Fees
For the fiscal year ended November 30, 2007, Briggs, Bunting & Dougherty, LLP (BBD) billed
the Registrant aggregate fees of $55,000 for professional services rendered for the audit of the
Registrants annual financial statements and review of financial statements included in the
Registrants annual report to shareholders and included in the Registrants semi-annual report to
shareholders.
For the fiscal year ended November 30, 2006, BBD billed the Registrant aggregate fees of
$59,000 and PriceWaterhouseCoopers LLP (PwC) billed the Registrant aggregate fees of $3,533 for
professional services rendered for the audit of the Registrants annual financial statements and
review of financial statements included in the Registrants annual report to shareholders and
included in the Registrants semi-annual report to shareholders.
Tax Fees
For the fiscal year ended November 30, 2007, BBD billed the Registrant aggregate fees of
$7,000 for professional services rendered for tax compliance, tax advice and tax planning. The
nature of the services comprising the Tax Fees was the review of the Registrants income tax
returns and tax distribution requirements.
For the fiscal year ended November 30, 2006, BBD billed the Registrant aggregate fees of
$6,435 for professional services rendered for tax compliance, tax advice and tax planning. The
nature of the services comprising the Tax Fees was the review of the Registrants income tax
returns and tax distribution requirements.
Audit-Related Fees
For the fiscal year ended November 30, 2007, there were no Audit-related fees.
For the fiscal year ended November 30, 2006, PwC billed the Registrant aggregate fees of $100
for assurance and related services reasonably related to the audit of the Registrants annual
financial statements. The nature of the services comprising the Audit-Related Fees was
administrative costs to PwC related to its completion of the audit of the Registrants annual
financial statements.
All Other Fees
For the fiscal years ended November 30, 2006 and November 30, 2007, there were no Other Fees.
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing Audit Committee established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Registrants Audit Committee
members include Robert F. Birch, Rodman L. Drake, Stuart A. McFarland and Louis P. Salvatore.
Item 6. Schedule of Investments.
Please see Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND, INC.
POLICIES AND PROCEDURES FOR VOTING PROXIES
1. Purpose. The purpose of this document is to describe the policies and procedures
for voting proxies received from issuers whose securities are held by the Funds. These policies
and procedures are to be implemented by the investment adviser or sub-adviser, if any, (the
Adviser) to the Funds.
2. Definition of Proxy. A proxy permits a shareholder to vote without being present
at annual or special meetings. A proxy is the form whereby a person who is eligible to vote on
corporate matters transmits written instructions for voting or transfers the right to vote to
another person in place of the eligible voter.
3. Policy for Voting Proxies.
(a) Fiduciary Considerations. Proxies are voted solely in the interests of the
shareholders of the Funds. Any conflict of interest must be resolved in the way that will
most benefit the shareholders.
(b) Management Recommendations. Because the quality and depth of management is
a primary factor considered when investing in a company, the recommendation of management on
any issue should normally be given substantial weight.
The vote with respect to most routine issues presented in proxy statements should be cast in
accordance with the position of the companys management, unless it is determined that supporting
managements position would adversely affect the investment merits of owning the stock. However,
each issue should be considered on its own merits, and the position of the companys management should not be supported in any
situation where it is found not to be in the best interests of the Funds shareholders.
4. Conflicts of Interest. The Funds recognize that under certain circumstances their
Adviser may have a conflict of interest in voting proxies on behalf of the Funds. Such
circumstances may include, but are not limited to, situations where the Adviser or one or more of
its affiliates, including officers, directors and employees, has or is seeking a client
relationship with the issuer of the security that is the subject of the proxy vote. The Adviser
shall periodically inform its employees that they are under an obligation to be aware of the
potential for conflicts of interest on the part of the Adviser with respect to voting proxies on
behalf of Funds, both as a result of the employees personal relationships and due to circumstances
that may arise during the conduct of the Advisers business, and to bring conflicts of interest of
which they become aware to the attention of the proxy manager (see below). The Adviser shall not
vote proxies relating to such issuers on behalf of its client accounts until it has determined that
the conflict of interest is not material or a method of resolving such conflict of interest has
been agreed upon by the Board of Directors for the Fund. A conflict of interest will be considered
material to the extent that it is determined that such conflict has the potential to influence the
Advisers decision-making in voting a proxy. Materiality determinations will be based upon an
assessment of the particular facts and circumstances. If the proxy manager determines that a
conflict of interest is not material, the Adviser may vote proxies notwithstanding the existence of
a conflict. If the conflict of interest is determined to be material, the conflict shall be
disclosed to the Board of Directors and the Adviser shall follow the instructions of the Board of
Directors. The proxy manager shall keep a record of all materiality decisions and report them to
the Board of Directors on a quarterly basis.
5. Routine Proposals. Proxies for routine proposals (such as election of directors,
selection of independent public accountants, stock splits and increases in capital stock) should
generally be voted in favor of management.
6. Non-routine Proposals.
(a) Guidelines on Anti-takeover Issues. Because anti-takeover proposals
generally reduce shareholders rights, the vote with respect to these proposals should
generally be against. During review of the proposal, if it is concluded that the proposal
is beneficial to shareholders, a vote for the proposal should be cast.
(b) Guidelines on Social and Political Issues. Social and political issues
should be reviewed on a case by case basis. Votes should generally be cast with management
on social or political issues, subject to review by the proxy manager.
7. Proxy Manager Approval. Votes on non-routine matters (including the matters in
paragraph 6 and mergers, stock option and other compensation plans) and votes against a
managements recommendations are subject to approval by the proxy manager. The chief investment
officer or his delegatee shall be the proxy manager.
8. Proxy Voting Procedures. Proxy voting will be conducted in compliance with the
policies and practices described in this memorandum and is subject to the proxy managers
supervision. A reasonable effort should be made to obtain proxy material and to vote in a timely
fashion. Records should be maintained regarding the voting of proxies under these policies and
procedures.
9. Report to the Board. On a quarterly basis, the proxy manager or his designee will
report in writing to the Boards of Directors on the general manner in which proxy proposals
relating to anti-takeover, social and political issues were voted, as well as proposals that were
voted in opposition to managements recommendations.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Portfolio Manager
As of February 1, 2008, 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.
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.
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# of Accounts |
|
|
|
|
|
|
Total # of Accounts |
|
|
|
|
|
Managed with |
|
Total Assets with |
Name of Portfolio |
|
|
|
Managed as of |
|
|
|
|
|
Advisory Fee Based |
|
Advisory Fee Based |
Manager |
|
Type of Accounts |
|
November 30, 2007 |
|
Total Assets |
|
on Performance |
|
on Performance |
|
|
Registered
Investment Company
|
|
|
3 |
|
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$841 million
|
|
|
0 |
|
|
|
0 |
|
Michelle
Russell-Dowe
|
|
Other Pooled
Investment Vehicles
|
|
|
0 |
|
|
|
$0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
Other Accounts
|
|
|
11 |
|
|
$4.806 billion
|
|
|
1 |
|
|
$1.482 billion
|
Share Ownership
The following table indicates the dollar range of securities of the Fund owned by the Funds
portfolio manager as of November 30, 2007.
|
|
|
|
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Dollar Range of Securities Owned |
|
|
|
Michelle Russell-Dowe
|
|
$1,001 $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 manager 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.
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Item 9. |
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Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers. |
FUND PURCHASES OF EQUITY SECURITIES
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Total Number of |
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Maximum Number of |
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Shares Purchased as |
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Shares that may be |
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Part of Publicly |
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Purchased Under the |
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Total Number of |
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Average Price Paid |
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Announced Program |
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Program |
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Period |
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Shares Purchased |
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per Share |
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(a) |
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(a) |
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June 1 through June 30 |
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0 |
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0 |
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1,521,500 |
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July 1 through July 31 |
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0 |
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0 |
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1,521,500 |
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August 1 through
August 31 |
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0 |
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0 |
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1,521,500 |
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September 1 through
September 30 |
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0 |
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0 |
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1,521,500 |
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October 1 through
October 31 |
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0 |
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0 |
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1,521,500 |
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November 1 through
November 30 |
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10,000 |
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$ |
9.75 |
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10,000 |
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1,521,500 |
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Total |
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10,000 |
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$ |
9.75 |
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10,000 |
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1,521,500 |
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(a) |
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Pursuant to the Funds stock repurchase program, which was announced in a letter sent to
shareholders on September 12, 2007, up to 15% of the original 10,144,002 outstanding common share
are authorized for repurchase. |
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.
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By: |
/s/ Clifford E. Lai
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Clifford E. Lai |
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Principal Executive Officer |
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Date: February 1, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
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By: |
/s/ Clifford E. Lai
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Clifford E. Lai |
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Principal Executive Officer |
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Date: February 1, 2008
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By: |
/s/ Thomas F. Doodian
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Thomas F. Doodian |
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Treasurer and Principal Financial Officer |
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Date: February 1, 2008