UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~April 411, 2013

HELIOS HIGH INCOME FUND, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-31691

47-0921123

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Three World Financial Center 200 Vesey Street New York, New York		10281-1010
Brookfield Place 250 Vesey Street New York, New York		10281-1023
(Address of principal executive offices)		(Zip Code)

(800) ~~497~~282-~~3746~~0429

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Section ~~8.01.~~5 ~~Other~~– ~~Events.~~Corporate Governance and Management

~~On October~~Item ~~18, 2012, the Helios Closed-End Funds1 announced that the parties to In re Helios Closed-End Funds Derivative Litigation, Case No~~5. ~~2:11-cv-02935~~02 ~~(W.D. Tenn.)~~Departure ~~(the~~of ~~“Litigation”)~~Directors ~~filed~~or ~~with~~Certain ~~the~~Officers; ~~U.S.~~Election ~~District Court for the Western District~~ of ~~Tennessee~~Directors; aAppointment ~~Stipulation~~ of ~~Settlement~~Certain ~~and~~Officers; aCompensatory ~~proposed~~Arrangements ~~Preliminary Approval Order requesting that the Court grant preliminary approval~~ of ~~the settlement~~Certain ~~of the derivative claims filed on behalf of the Closed-End Funds in the Litigation~~Officers. After a hearing held before the Court on January 3, 2013, on January 4, 2013, the Court entered the order preliminarily approving the derivative settlement and directing that the notice of the settlement to the shareholders of the Closed-End Funds be given as provided for in this 8-K notice.

INItem 5.02(b) ~~THE UNITED STATES DISTRICT COURT~~

~~FOR~~Diana ~~THE~~H. ~~WESTERN~~Hamilton ~~DISTRICT~~resigned ~~OF TENNESSEE~~from the Board of Directors of Helios High Income Fund, Inc., effective as of April 11, 2013.

~~WESTERN~~Item ~~DIVISION~~5.02(d)

INOn REApril ~~REGIONS~~15, ~~MORGAN~~2013, ~~KEEGAN~~Heather ~~SECURITIES~~Goldman was elected by the Board of Directors of Helios High Income Fund, ~~DERIVATIVE~~Inc. (the “Fund”) as a Class II Director. Ms. Goldman shall serve until the 2013 annual meeting of stockholders and ~~ERISA~~until ~~LITIGATION~~her ~~This~~successor ~~Document~~shall ~~Relates~~be ~~to:~~elected Inand requalified ~~Helios~~or ~~Closed-End~~until ~~Funds~~her ~~Derivative~~earlier ~~Litigation,~~resignation Noor removal. Ms. ~~2:11-cv-02935-SHM-TMP~~Goldman )is )not )a )party )to )any )arrangement )or )understanding )pursuant )to ~~Case~~which ~~No.~~she ~~2:09-md-02009-SHM~~was ~~Judge~~selected ~~Samuel~~as Ha Director. ~~Mays~~Ms. Goldman is a former employee of the Adviser of the Fund and will serve as an interested Director for two years, Jrafter which time she will be considered an independent Director.

~~NOTICE~~On OFApril ~~PROPOSED~~15, ~~SETTLEMENT~~2013, Edward A. Kuczmarski was nominated by the Board of Directors for election at the 2013 annual meeting of shareholders as a Class I Director of the Fund. Mr. Kuczmarksi was nominated to serve on the Fund’s Audit Committee and Nominating and Compensation Committee, to be effective upon his election as a Director by the Fund’s shareholders. Mr. Kuczmarski is not a party to any arrangement or understanding pursuant to which he was selected as a Director, nor is Mr. Kuczmarski a party to any transaction, or series of transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

1On ~~Helios~~April ~~Advantage~~15, ~~Income Fund~~2013, ~~Inc~~Kim G. ~~(formerly~~Redding ~~RMK~~was ~~Advantage~~nominated ~~Income~~by ~~Fund,~~the ~~Inc.),~~Board ~~Helios~~of ~~High~~Directors ~~Income~~for ~~Fund,~~election ~~Inc.~~at ~~(formerly~~the 2013 ~~RMK~~annual ~~High~~meeting ~~Income~~of ~~Fund,~~shareholders ~~Inc.),~~as ~~Helios~~a ~~Multi-Sector~~Class ~~High~~III ~~Income~~Director of the Fund,. ~~Inc~~Mr. ~~(formerly~~Redding ~~RMK~~is ~~Multi-Sector~~not ~~High~~a ~~Income~~party ~~Fund,~~to ~~Inc~~any arrangement or understanding pursuant to which he was selected as a Director.) ~~and~~Mr. ~~Helios~~Redding ~~Strategic~~is ~~Income~~the President of the Fund, ~~Inc.~~and ~~(formerly~~is ~~RMK~~Chief ~~Strategic~~Executive Officer ~~Income~~of the Adviser of the Fund, ~~Inc~~and will serve as an interested Director.)

~~TO: ALL~~Section ~~CURRENT~~5 ~~HOLDERS~~— OFCorporate ~~COMMON~~Governance ~~STOCK~~and ~~OF HELIOS ADVANTAGE INCOME FUND,~~Management INC., HELIOS HIGH INCOME FUND, INC., HELIOS MULTI-SECTOR HIGH INCOME FUND, INC. AND HELIOS STRATEGIC INCOME FUND, INC., (INDIVIDUALLY AND COLLECTIVELY THE “FUND” AND THE “FUNDS”) AS OF OCTOBER 12, 2012 (EXCLUDING DEFENDANTS) AND THEIR SUCCESSORS-IN-INTEREST.

~~PLEASE~~Item ~~NOTE~~5.03. ~~THAT~~Amendments ~~THIS~~to ~~ACTION~~Articles ISof ~~NOT~~Incorporation Aor ~~“CLASS~~Bylaws; ~~ACTION”~~Change ~~AND~~in NOFiscal ~~INDIVIDUAL SHAREHOLDER HAS THE RIGHT TO BE COMPENSATED AS A RESULT OF THIS SETTLEMENT~~Year.

~~PLEASE~~On ~~TAKE~~April ~~NOTICE~~15, ~~that the shareholder derivative action captioned In re Helios Close-End Funds Derivative Litigation~~2013, ~~No. 2:11-cv- 02935-SHM-TMP (~~the ~~“Action”)~~Board ~~is being settled. The terms~~ of ~~the~~Directors ~~proposed settlement~~ of the ~~Action~~Fund ~~are~~approved ~~set~~Articles ~~forth~~Supplementary infor ~~a Stipulation of Settlement dated October 12, 2012 (~~the ~~“Stipulation”,~~Fund ~~the~~to ~~“Settlement”~~be orsubject ~~the~~to ~~“Settlement~~Section ~~Agreement”~~3-804(b). ~~This summary should be read in conjunction with,~~ and is(c) ~~qualified~~of ~~in its entirety by reference to,~~ the ~~text of~~ ~~the~~Maryland ~~Settlement~~General ~~Agreement~~Corporation Law, which ~~has~~provides ~~been~~the ~~filed~~Board with the ~~Court~~sole ~~and~~power isto ~~attached~~fill ~~hereto.2~~vacancies, ~~The~~subject ~~Action~~to ~~was~~election ~~brought~~by ~~derivatively~~stockholders onif ~~behalf~~required ofby the ~~Funds~~Investment ~~against~~Company ~~the~~Act ~~Funds’~~of ~~former~~1940. ~~investment~~In ~~advisor~~addition, ~~certain~~this ~~former~~election ~~employees~~provides ofthat ~~the~~a ~~Funds’~~director ~~former~~elected ~~investment~~to fill ~~advisor~~a ~~and~~vacancy ~~certain~~serves ~~former officers~~for of the ~~Funds~~full interm ~~connection~~of ~~with~~the ~~their~~directorship ~~alleged~~in ~~mismanagement~~which of the ~~Funds~~vacancy occurred and ~~their~~until ~~assets~~his asor ~~well~~her assuccessor ~~other~~is ~~alleged~~duly ~~violations~~elected ofand ~~law~~qualifies.

AsItem a result of the Settlement of the claims asserted in the Action, Regions Financial Corporation (“RFC”) and the Morgan Keegan Entities collectively shall pay or cause to be paid $6 million to the Funds. The Settlement also provides for the Funds to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses in the amount of $1.8 ~~million (the “Fee and Expense Award”), subject to Court approval~~.01 InOther addition, RFC and the Morgan Keegan Entities collectively shall pay or cause to be paid $62 million to resolve, in part, claims asserted against the Funds in an action captioned In re Regions Morgan Keegan Closed-End Fund Litigation, NoEvents. ~~07-cv-02830~~ ~~SHM dkv which includes, among other things, a release of claims asserted in that action against the Funds.~~

IFThe ~~YOU~~Board ~~ARE~~of ADirectors ~~CURRENT~~approved ~~OWNER OF~~a ~~COMMON~~change ~~STOCK~~in OFthe ~~HELIOS~~Fund ~~ADVANTAGE~~Governance Policies ~~INCOME~~and ~~FUND,~~Procedures ~~INC.,~~to ~~HELIOS~~require ~~HIGH~~that ~~INCOME~~disinterested ~~FUND,~~directors ~~INC.,~~constitute ~~HELIOS~~a ~~MULTI-SECTOR~~majority ~~HIGH~~of ~~INCOME~~the ~~FUND, INC~~Board. ~~OR HELIOS STRATEGIC INCOME FUND~~Previously, ~~INC.,~~this ~~YOUR~~policy ~~RIGHTS~~required ~~MAY~~that BEdisinterested ~~AFFECTED~~directors BYconstitute ~~PROCEEDINGS~~75% INof ~~THE~~the ~~LITIGATION~~Board.

OnItem ~~April 12, 2013 at~~ 9~~:00 a~~.~~m.,~~01 aFinancial ~~hearing~~Statements ~~(the “Settlement Hearing”) will be held before the United States District Court for the Western District of Tennessee, Memphis Division, Clifford Davis/Odell Horton Federal Building~~ and ~~United States Courthouse, 167 N~~Exhibits. Main St., Memphis, TN 38103, to determine whether: (1) the terms of the Settlement should be approved as fair, reasonable and adequate; (2) the Action should be dismissed on the merits and with prejudice; and (3) the Court should approve the Fee and Expense Award.

Any shareholder of the Funds that objects to the Settlement of the Action shall have a right to appear and to be heard at the Settlement Hearing, provided that he, she, or it was a shareholder of record or beneficial owner as of October 12, 20129. Any shareholder of the Funds who satisfies this requirement may enter an appearance through counsel of such shareholder’s own choosing and at such member’s own expense or may appear on their own. However, no shareholder of the Funds shall be heard at the Settlement Hearing unless no later than March 22, 2013, such shareholder has filed with the Court and delivered to counsel for the Parties a written notice of objection, signed as authorized by the objecting shareholder, setting forth their ground for opposing the Settlement, and proof of both their status as a current Fund Shareholder and the dates of stock ownership in the Fund01(sd). Any objecting shareholder must also file with the Court and deliver to all counsel in the Action (listed below), copies of any documents, exhibits, affidavits, or other evidence the shareholder will rely upon in support of his or her objectionExhibits. ~~Only shareholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise.~~

~~2 All capitalized terms herein have the same meanings as set forth in the Stipulation~~3.1 Articles Supplementary

If you wish to object to the Settlement, you must file a written objection setting forth the grounds for such an objection with the Court on or before March 22, 2013 with service on the following parties:

Clerk of the Court

UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF TENNESSEE

MEMPHIS DIVISION

Clifford Davis/Odell Horton Federal Building

and United States Courthouse

167 N. Main St.

Memphis, TN 38103

Robin Winchester

KESSLER TOPAZ

MELTZER & CHECK, LLP

280 King of Prussia Road

Radnor, PA 19087

Counsel for Plaintiffs

Kevin C. Logue

PAUL HASTINGS LLP

75 E. 55th Street

New York, NY 10022

Counsel for the Funds

S. Lawrence Polk

SUTHERLAND ASBILL

& BRENNAN, LLP

999 Peachtree Street, N.E.

Atlanta, GA 30309

Counsel for Defendants Allen B. Morgan, Jr.,

J. Kenneth Alderman, Brian B. Sullivan, Joseph

C. Weller, James C. Kelsoe, Jr., J. Thompson

Weller, David H. Tannehill, Michelle F. Wood,

Thomas R. Gamble and Charles D. Maxwell

R. Hal Meeks

PURSLEY LOWERY MEEKS LLP

260 Peachtree Street, N.W.

Suite 2000

Atlanta, GA 30303

Counsel for Defendant Carter E. Anthony

Peter S. Fruin

Scott Brown

MAYNARD, COOPER & GALE, P.C.

1901 6th Avenue North, Suite 1900

Birmingham, AL 35203

Counsel for Morgan Asset Management, Inc.

(now known as Regions Investment Management, Inc.)

Any Person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection in this or any other action or proceeding, unless the Court orders otherwise.

Fund Shareholders who have no objection to the Settlement do not need to appear at the Settlement Hearing or take any other action. If you are a Fund Shareholder, you will be bound by the Final Order and Judgment of the Court, and you will be deemed to have released any and all claims that have or could have been brought in the Action.

Inquiries about the Action or the Settlement may be made to Plaintiffs’ Counsel: Robin Winchester, Kessler Topaz Meltzer & Check, LLP, 280 King of Prussia Road, Radnor, PA, 19087; telephone 610-667-7706.

DATED: January 4, 2013 BY ORDER OF THIS COURT UNITED STATES DISTRICT COURT WESTERN DISTRICT OF TENNESSEE MEMPHIS DIVISION

DO NOT CONTACT THE CLERK OF THE COURT

REGARDING THIS NOTICE

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibits
99.1		Stipulation of Settlement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HELIOS HIGH INCOME FUND, INC. By: /s/ ~~Kim~~Steven ~~Redding~~M. ~~Kim~~Pires ~~Redding~~Steven ~~President~~M. Pires Treasurer

Date: ~~January~~April 1116, 2013

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