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 ADVANTAGE INCOME FUND, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-32339

77-0650061

(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. Other~~5 ~~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 Advantage Income Fund, Inc., effective as of April 11, 2013.

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

)

IN RE REGIONS MORGAN KEEGAN

)

Case No. 2:09-md-02009-SHM

SECURITIES, DERIVATIVE and ERISA

)

LITIGATION

)

Judge Samuel H. Mays, Jr.

)

This Document Relates to:

)

In re Helios Closed-End Funds Derivative Litigation,

)

No. 2:11-cv-02935-SHM-TMP

)

NOTICE OF PROPOSED SETTLEMENT

On April 15, 2013, Heather Goldman was elected by the Board of Directors of Helios Advantage Income Fund, Inc. (the “Fund”) as a Class II Director. Ms. Goldman shall serve until the 2013 annual meeting of stockholders and until her successor shall be elected and qualified or until her earlier resignation or removal. Ms. Goldman is not a party to any arrangement or understanding pursuant to which she was selected as a Director. Ms. Goldman is a former employee of the Adviser of the Fund and will serve as an interested Director for two years, after which time she will be considered an independent Director.

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

~~TO: ALL~~On ~~CURRENT~~April ~~HOLDERS~~15, OF2013, ~~COMMON~~Kim ~~STOCK~~G. OFRedding ~~HELIOS~~was ~~ADVANTAGE~~nominated by the Board of Directors for election ~~INCOME~~at ~~FUND,~~the ~~INC.,~~2013 ~~HELIOS~~annual ~~HIGH~~meeting ~~INCOME~~of ~~FUND,~~shareholders ~~INC.,~~as ~~HELIOS~~a ~~MULTI-SECTOR~~Class ~~HIGH~~III ~~INCOME~~Director ~~FUND,~~of ~~INC~~the Fund. ~~AND~~Mr. ~~HELIOS~~Redding ~~STRATEGIC~~is ~~INCOME~~not ~~FUND,~~a ~~INC.,~~party ~~(INDIVIDUALLY~~to ~~AND~~any ~~COLLECTIVELY~~arrangement ~~THE~~or ~~“FUND”~~understanding ~~AND~~pursuant ~~THE~~to ~~“FUNDS”)~~which AShe OFwas ~~OCTOBER~~selected ~~12,~~as ~~2012~~a ~~(EXCLUDING~~Director. Mr. Redding is the President of the Fund and is Chief ~~DEFENDANTS)~~Executive ~~AND~~Officer ~~THEIR~~of ~~SUCCESSORS-IN-INTEREST~~the Adviser of the Fund and will serve as an interested Director.

~~PLEASE~~Section ~~NOTE~~5 ~~THAT~~— ~~THIS~~Corporate ~~ACTION~~Governance ~~IS NOT A “CLASS ACTION” AND NO~~and ~~INDIVIDUAL~~Management ~~SHAREHOLDER HAS THE RIGHT TO BE COMPENSATED AS A RESULT OF THIS SETTLEMENT.~~

~~PLEASE~~Item ~~TAKE NOTICE that the shareholder derivative action captioned In re Helios Close-End Funds Derivative Litigation, No~~5. ~~2:11-cv- 02935-SHM-TMP (the “Action”) is being settled~~03. ~~The~~Amendments ~~terms~~to ofArticles ~~the proposed settlement~~ of ~~the~~Incorporation ~~Action are set forth in a Stipulation of Settlement dated October 12, 2012 (the “Stipulation”, the “Settlement”~~ or ~~the~~Bylaws; ~~“Settlement~~Change ~~Agreement”). This summary should be read~~ in ~~conjunction~~Fiscal ~~with, and is qualified in its entirety by reference to, the text of the Settlement Agreement, which has been filed with the Court and is attached hereto~~Year.2 The Action was brought derivatively on behalf of the Funds against the Funds’ former investment advisor, certain former employees of the Funds’ former investment advisor and certain former officers of the Funds in connection with their alleged mismanagement of the Funds and their assets as well as other alleged violations of law.

AsOn aApril ~~result~~15, of2013, the ~~Settlement~~Board of ~~the~~Directors ~~claims~~of ~~asserted in~~ the ~~Action,~~Fund ~~Regions Financial~~approved ~~Corporation~~Articles ~~(“RFC”)~~Supplementary ~~and~~for the ~~Morgan~~Fund ~~Keegan~~to ~~Entities~~be ~~collectively~~subject ~~shall pay or cause~~ to beSection ~~paid~~3-804(b) $6and ~~million~~(c) toof the Maryland ~~Funds.~~General ~~The~~Corporation ~~Settlement~~Law, ~~also~~which provides ~~for~~ the ~~Funds~~Board towith ~~pay~~the ~~Plaintiffs’~~sole ~~Counsel’s~~power ~~attorneys’~~to ~~fees~~fill ~~and expenses~~vacancies, insubject ~~the~~to ~~amount~~election ofby ~~$1.8~~stockholders ~~million~~if ~~(the~~required ~~“Fee~~by ~~and~~the ~~Expense~~Investment ~~Award”),~~Company ~~subject~~Act toof ~~Court approval~~1940. In addition, ~~RFC~~this ~~and~~election ~~the~~provides ~~Morgan~~that ~~Keegan~~a ~~Entities~~director ~~collectively~~elected ~~shall pay or cause~~ to fill bea ~~paid~~vacancy ~~$62~~serves ~~million~~for tothe ~~resolve,~~full interm ~~part,~~of ~~claims asserted against~~ the ~~Funds~~directorship in ~~an action captioned In re Regions Morgan Keegan Closed-End Fund Litigation, No. 07-cv-02830 SHM dkv~~ which ~~includes,~~the ~~among~~vacancy ~~other~~occurred ~~things,~~and auntil ~~release~~his ofor ~~claims~~her ~~asserted~~successor inis ~~that~~duly ~~action~~elected ~~against~~and ~~the Funds~~qualifies.

IFItem ~~YOU ARE A CURRENT OWNER OF COMMON STOCK OF HELIOS ADVANTAGE INCOME FUND, INC~~8.,01 ~~HELIOS~~Other ~~HIGH INCOME FUND, INC~~Events., ~~HELIOS MULTI-SECTOR HIGH INCOME FUND, INC. OR HELIOS STRATEGIC INCOME FUND, INC., YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION.~~

~~On April 12,~~The ~~2013~~Board atof ~~9:00~~Directors ~~a.m.,~~approved a ~~hearing~~change ~~(the~~in ~~“Settlement Hearing”) will be held before~~ the ~~United~~Fund ~~States~~Governance Policies ~~District Court for the Western District of Tennessee, Memphis Division, Clifford Davis/Odell Horton Federal Building~~ and ~~United States~~Procedures ~~Courthouse,~~to ~~167~~require N.that ~~Main~~disinterested ~~St.,~~directors ~~Memphis,~~constitute TNa ~~38103,~~majority ~~to determine whether: (1) the terms~~ of the ~~Settlement~~Board. ~~should be approved as fair~~Previously, ~~reasonable~~this ~~and~~policy ~~adequate;~~required ~~(2) the~~that ~~Action~~disinterested ~~should~~directors beconstitute ~~dismissed~~75% onof the ~~merits and with prejudice; and (3) the Court should approve the Fee and Expense Award~~Board.

~~Any~~Item 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, 20129.01 ~~Any~~Financial ~~shareholder~~Statements ~~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~~Exhibits. 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 Fund(s). 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 objection. 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.

29.01(d). ~~All capitalized terms herein have the same meanings as set forth in the Stipulation~~Exhibits.

If3.1 ~~you~~Articles ~~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:~~ Supplementary

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

Date: ~~January 11~~April 16, 2013

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