UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~September 115, 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.)

Brookfield Place

250 Vesey Street

New York, New York

10281-1023

(Address of principal executive offices)

(Zip Code)

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

(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))

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

~~Item 5~~The Helios Closed-End Funds1 today announced that the U.02S. ~~Departure~~District Court for the Western District of ~~Directors~~Tennessee orhas ~~Certain~~approved ~~Officers;~~the ~~Election~~Stipulation of ~~Directors;~~Settlement ~~Appointment~~filed by the parties to In re Helios Closed-End Funds Derivative Litigation, Case No. 2:11-cv-02935 (W.D. Tenn.) (the “Litigation”). The approved Stipulation, the full terms of ~~Certain~~which ~~Officers;~~were ~~Compensatory~~publicly ~~Arrangements~~disclosed on January 11, 2013 in a prior Form 8-K notice, settles and provides for the dismissal of ~~Certain~~the derivatives claims filed on behalf of the Closed-End Funds in the Litigation in exchange for a settlement payment to the Closed-End Funds by Regions Financial Corp. and several Morgan Keegan affiliated entities, as defined in the ~~Officers~~Stipulation, in the amount of $6.0 million, less an attorneys’ fee award in the amount of $1.8 million. It is expected that each of the Closed-End Funds’ share of the settlement, after the attorneys’ fee award is deducted, will be approximately the amounts reflected below, based upon an allocation of the settlement to the Closed-End Funds approved by the Closed-End Funds’ Boards of Directors:

Item 5.02(b)


Helios Advantage Income Fund, Inc.	$	1,189,115 ($0.18 per share)
Helios Multi-Sector High Income Fund, Inc.	$	1,196,838 ($0.16 per share)
Helios High Income Fund, Inc.	$	861,177 ($0.18 per share)
Helios Strategic Income Fund, Inc.	$	952,870 ($0.16 per share)

~~Diana~~1 HHelios Advantage Income Fund, Inc. ~~Hamilton~~(formerly ~~resigned~~RMK ~~from~~Advantage ~~the~~Income ~~Board~~Fund, ofInc.), ~~Directors~~Helios ofHigh Income Fund, Inc. (formerly RMK High Income Fund, Inc.), Helios Multi-Sector High Income Fund, Inc. (formerly RMK Multi-Sector High Income Fund, ~~effective~~Inc.) asand ofHelios ~~April 11~~Strategic Income Fund, ~~2013~~Inc. (formerly RMK Strategic Income Fund, Inc.)

Item 5.02(d)

On April 15, 2013, Heather Goldman was elected by the Board of Directors of Helios High 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.

On April 15, 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.

On April 15, 2013, Kim G. Redding was nominated by the Board of Directors for election at the 2013 annual meeting of shareholders as a Class III Director of the Fund. Mr. Redding is not a party to any arrangement or understanding pursuant to which he was selected as a Director. Mr. Redding is the President of the Fund and is Chief Executive Officer of the Adviser of the Fund and will serve as an interested Director.

Section 5 — Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 15, 2013, the Board of Directors of the Fund approved Articles Supplementary for the Fund to be subject to Section 3-804(b) and (c) of the Maryland General Corporation Law, which provides the Board with the sole power to fill vacancies, subject to election by stockholders if required by the Investment Company Act of 1940. In addition, this election provides that a director elected to fill a vacancy serves for the full term of the directorship in which the vacancy occurred and until his or her successor is duly elected and qualifies.

Item 8.01 Other Events.

The Board of Directors approved a change in the Fund Governance Policies and Procedures to require that disinterested directors constitute a majority of the Board. Previously, this policy required that disinterested directors constitute 75% of the Board.

Item 9.01 Financial Statements and Exhibits.

9.01(d). Exhibits.

3.1 Articles Supplementary

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/ ~~Steven~~Kim M.Redding ~~Pires~~Kim ~~Steven~~Redding ~~M. Pires Treasurer~~President

Date: ~~April~~September 166, 2013

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